UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
This certificate is filed by The Houston Exploration Company (the
"Company"), an indirect subsidiary of KeySpan Corporation, which is a registered
holding company.
This certificate is notice that the above named Company has issued, renewed
or guaranteed the security or securities described herein which issue, renewal
or guaranty was exempted from the provisions of Section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of the security or securities.
6,200,000 shares of the Company's Common Stock, $.01 par value per share
(the "Shares")
2. Issue, renewal or guaranty.
Issue
3. Principal amount of each security.
$297,600,000
4. Rate of interest per annum of each security.
Not applicable.
5. Date of issue, renewal or guaranty of each security.
June 2, 2004
6. If renewal of security, give date of original issue.
Not applicable.
7. Date of maturity of each security.
Not applicable.
8. Name of the person to whom each security was issued, renewed or guaranteed.
Name No. of Shares
---- -------------
Lehman Brothers Inc. 1,798,745
Goldman, Sachs & Co. 1,798,745
Wachovia Capital Markets, LLC 477,370
A. G. Edwards & Sons, Inc. 268,125
Howard Weil Incorporated 268,125
KeyBanc Capital Markets, a Division of McDonald
Investments Inc. 268,125
Petrie Parkman & Co., Inc. 268,125
BNP Paribas Securities Corp. 263,130
Comerica Securities, Inc. 263,160
Scotia Capital (USA) Inc. 263,160
BNY Capital Markets, Inc. 131,580
Natexis Bleichroeder Inc. 65,790
Wells Fargo Securities, LLC 65,790
9. Collateral given with each security, if any.
None.
10. Consideration received for each security.
$285,696,000
11. Application of proceeds of each security.
The issuance of the Shares are to be used by the Company to finance its
existing business. Specifically, the issuance will be used (i) to consolidate
and pay down certain indebtedness of the Company; and (ii) for general corporate
purposes.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b). ( )
b. the provisions contained in the fourth sentence of Section 6(b). ( )
c. the provisions contained in any rule of the Commission other than Rule 48.(X)
13. If the security or securities are exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures
which indicate that the security or securities aggregate (together with all
other then outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than five percentum of the principal amount
and par value of the other securities of such company then outstanding.
Not applicable.
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14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued.
Not applicable
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48, designate
the rule under which exemption is claimed.
Rule 52(b)
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Company has duly caused this Certificate to be signed on its behalf by
the undersigned thereunto duly authorized.
THE HOUSTON EXPLORATION COMPANY
By: /s/James Westmoreland
-------------------------------
James Westmoreland
Vice President and
Chief Accounting Officer
DATE: June 7, 2004
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