UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* THE HOUSTON EXPLORATION COMPANY -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 44212010 -------------------------------------------------------------------------------- (CUSIP Number) John J. Bishar, Jr. -------------------------------------------------------------------------------- Senior Vice President & General Counsel KeySpan Corporation One MetroTech Center Brooklyn, New York 11201 (718) 403-1000 With a copy to: William R. Dougherty Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 2004 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 12 --------------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KeySpan Corporation I.R.S. Identification No. 11-3431358 --------------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] --------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS* Not Applicable --------------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] --------------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York --------------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ---------------------------------------------------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 0 PERSON ---------------------------------------------------------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 --------------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 --------------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% --------------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC --------------------------------------------------------------------------------------------------------------------------------- Page 3 of 12 --------------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KeySpan Energy Corporation I.R.S. Identification No. 11-3344628 --------------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] --------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS* Not Applicable --------------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TOITEMS 2(d) or 2(e) [ ] --------------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York --------------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON 0 WITH ------------------------------------------------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 --------------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 --------------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% --------------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------------------------------------------------------------------- Page 4 of 12 --------------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KeySpan Energy Development Corporation (f/k/a THEC Holdings Corp.) I.R.S. Identification No. 76-0489610 --------------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] --------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS* Not Applicable --------------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] --------------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON 0 WITH ------------------------------------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 --------------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 --------------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% --------------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------------------------------------------------------------------- Page 5 of 12 Item 1. Security and Issuer Item 1 is hereby amended and restated as follows: This Amendment No. 5 (the "Amendment") to Schedule 13D relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of The Houston Exploration Company, a Delaware corporation (the "Issuer") is filed by KeySpan Corporation (f/k/a BL Holding Corp.), a New York corporation ("KeySpan"), KeySpan Energy Corporation, a New York corporation ("KEC"), and KeySpan Energy Development Corporation (f/k/a THEC Holdings Corp.), a Delaware corporation ("KEDC" and, together with KeySpan and KEC, "Reporting Persons"), to further amend the Schedule 13D that was previously filed on October 8, 1997 and amended by Amendment No. 1 thereto, filed on April 7, 2000, Amendment No. 2 thereto, filed on March 3, 2003, Amendment No. 3 thereto, filed on May 25, 2004, and Amendment No. 4 thereto, filed on June 7, 2004. Unless otherwise indicated, all capitalized terms used but not defined in this Amendment have the same meaning as set forth in the Schedule 13D as previously amended. The principal executive offices of the Issuer are located at 1100 Louisiana, Suite 2000, Houston, Texas 77002-5219. As discussed in Item 5 below, as a result of a public offering pursuant to an Underwriting Agreement, dated November 18, 2004 (the "Underwriting Agreement"), among the Issuer, KeySpan, KEDC and Morgan Stanley & Co. Incorporated (the "Underwriter"), the Reporting Persons disposed of 6,580,392 shares of Common Stock on November 24, 2004. Accordingly, this is the Reporting Persons' final amendment to the Schedule 13D and is an exit filing. Item 2. Identity and Background Item 2 is hereby amended by adding the following text: Annexes A-1, A-2 and A-3 are hereby amended and restated as attached hereto. Item 4. Purpose of Transaction Item 4 is hereby amended and restated as follows: On November 24, 2004, KeySpan and KEDC disposed of 6,580,392 shares of Common Stock (the "Shares") to the Underwriter at a purchase price of $56.10 per share, pursuant to the Underwriting Agreement (the "Transaction"), filed with the SEC as an exhibit to the Issuer's Form 8-K on November 19, 2004 and under a registration agreement of the Issuer on form S-3 (File No. 333-113659) and amendments and supplements thereto filed with the SEC. As a result of the Transaction, the Reporting Persons no longer own any Common Stock of the Issuer and therefore will no longer be required to report their holdings on this Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated as follows: As discussed in Item 4 above, as a result of the Transaction, as of November 24, 2004, the Reporting Persons no longer beneficially own more than 5% of any security of the Issuer and therefore will no longer be required to report their holdings on this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended and restated as follows: Page 6 of 12 The Transaction was carried out pursuant to the terms of a Registration Rights Agreement among the Issuer, KeySpan and KEDC. Expenses incurred in connection with the registration of the Shares are to be paid by KEDC. The Issuer agreed to indemnify KEDC, its officers, directors, agents, any underwriter, and each person controlling any of the foregoing, against certain liabilities under the Securities Act or the securities laws of any state or country in which securities of the Issuer are sold pursuant to the Registration Rights Agreement. The Registration Rights Agreement is filed as an exhibit hereto and is hereby incorporated by reference into this Item 6. Other than as described above, after the Transaction, none of KeySpan, KEC or KEDC, nor, to the best knowledge and belief of KeySpan, KEC and KEDC, any of their respective directors or executive officers, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, except that Mr. Catell and Mr. McKessy and certain other of the officers of KeySpan and KEDC have interests in stock options granted by the Issuer for compensation related to their service as directors of the Issuer. Mr. McKessy also receives an annual retainer and meeting fees associated with his services as a director of the Issuer. Item 7. Material to Be Filed as Exhibits Item 7 is hereby amended by adding the following text: 11. Amended and Restated Registration Rights Agreement, dated as of June 2, 2004, by and among the Issuer and KEDC (incorporated herein by reference to Exhibit 11 to the Amendment No. 4 to Schedule 13D/A, as filed by the Reporting Persons with the SEC on June 7, 2004). 12. Joint Filing Agreement, dated November 30, 2004, among the Reporting Persons relating to the filing of a joint statement on Schedule 13D. 13. Press Release, dated November 24, 2004, issued by KeySpan Corporation (incorporated herein by reference to Exhibit 99.1 to KeySpan's Form 8-K, as filed with the SEC on November 24, 2004). 14. Underwriting Agreement, dated November 18, 2004 (incorporated herein by reference to Exhibit 1.1 to the Issuer's Form 8-K, as filed with the SEC on November 19, 2004). Page 7 of 12 Signature After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 30, 2004 KeySpan Corporation By: /s/ Michael J. Taunton ---------------------- Name: Michael J. Taunton Title: Senior Vice President and Treasurer KEYSPAN ENERGY CORPORATION By: /s/ John J. Bishar, Jr. ----------------------- Name: John J. Bishar, Jr. Title: Senior Vice President and Secretary KEYSPAN ENERGY DEVELOPMENT CORPORATION By: /s/ Saiyed Zain Mirza --------------------- Name: Saiyed Zain Mirza Title: Senior Vice President Page 8 of 12 Annex A-1 The name, position and present principal occupation of each director and executive officer of KeySpan Corporation are set forth below. The business address for each of the executive officers and directors listed below is KeySpan Corporation, One MetroTech Center, Brooklyn, New York 11201. All executive officers and directors listed below are United States citizens. Name Position Present Principal Occupation ----- -------- ---------------------------- Robert B. Catell Chairman, Chief Executive Officer and Director Chairman and Chief Executive Officer of KeySpan Corporation Robert J. Fani President and Chief Operating Officer President and Chief Operating Officer of KeySpan Corporation Wallace P. Parker Jr. President - Energy Delivery and Customer Relations President - Energy Delivery and Customer Relations Group of Group KeySpan Corporation Steven L. Zelkowitz President - Energy Assets and Supply Group President - Energy Assets and Supply Group of KeySpan Corporation John A. Caroselli Executive Vice President and Chief Strategy Officer Executive Vice President and Chief Strategy Officer of KeySpan Corporation Gerald Luterman Executive Vice President and Chief Financial Officer Executive Vice President and Chief Financial Officer of KeySpan Corporation Anthony Nozzolillo Executive Vice President - Electric Operations Executive Vice President - Electric Operations of KeySpan Corporation Lenore F. Puleo Executive Vice President - Client Services Executive Vice President - Client Services of KeySpan Corporation Nicholas Stavropoulos Executive Vice President - KeySpan Energy Delivery Executive Vice President - KeySpan Energy Delivery New England of KeySpan Corporation John J. Bishar, Jr. Senior Vice President, General Counsel and Secretary Senior Vice President, General Counsel and Secretary of KeySpan Corporation Joseph F. Bodanza Senior Vice President and Chief Accounting Officer Senior Vice President and Chief Accounting Officer of KeySpan Corporation Michael J. Taunton Senior Vice President and Treasurer Senior Vice President and Treasurer of KeySpan Corporation Theresa A. Balog Vice President and Controller Vice President and Controller of KeySpan Corporation Lawrence Dryer Vice President and General Auditor Vice President and General Auditor of KeySpan Corporation Andrea S. Christensen Director Partner, Kaye Scholer LLP Alan H. Fishman Director President and Chief Executive Officer, Independence Community Bank Corp. Page 9 of 12 James R. Jones Director Chairman and Chief Executive Officer of Manatt Jones Global Strategies LLP James L. Larocca Director Professor of Public Policy, Long Island University's Southampton College Gloria C. Larson Director Of Counsel and Co-Chair of the Government Practices Group, Foley Hoag LLP Stephen W. McKessy Director Retired Vice Chairman, PricewaterhouseCoopers Edward D. Miller Director Member of the Supervisory Board and Senior Advisor to the Chief Executive Officer, AXA Group Vikki L. Pryor Director President and Chief Executive Officer, SBLI Mutual Insurance Company, Inc. Page 10 of 12 Annex A-2 The name, position and present principal occupation of each director and executive officer of KeySpan Energy Corporation are set forth below. The business address for each of the executive officers and directors listed below is KeySpan Energy Corporation, One MetroTech Center, Brooklyn, New York 11201. All executive officers and directors listed below are United States citizens. Name Position Present Principal Occupation ----- -------- ---------------------------- Robert B. Catell President, Chief Executive Officer and Director Chairman and Chief Executive Officer of KeySpan Corporation John J. Bishar, Jr. Senior Vice President and Secretary Senior Vice President, General Counsel and Secretary of KeySpan Corporation Michael J. Taunton Senior Vice President and Treasurer Senior Vice President and Treasurer of KeySpan Corporation Alfred C. Bereche Assistant Secretary Associate General Counsel of KeySpan Corporate Services LLC Sandra M. Cano Assistant Secretary Manager, Corporate Secretary's Office of KeySpan Corporate Services LLC Ronald S. Macklin Assistant Secretary Assistant General Counsel of KeySpan Corporate Services LLC Colleen A. Meade Assistant Secretary Senior Counsel of KeySpan Corporate Services LLC Page 11 of 12 Annex A-3 The name, position and present principal occupation of each director and executive officer of KEDC are set forth below. The business address for each of the executive officers and directors listed below is KeySpan Energy Development Corporation, One MetroTech Center, Brooklyn, New York 11201. All executive officers and directors listed below are United States citizens, except for H. Neil Nichols who is a Canadian citizen with work permit. Name Position Present Principal Occupation ----- -------- ---------------------------- Robert B. Catell Chief Executive Officer and Director Chairman and Chief Executive Officer of KeySpan Corporation H. Neil Nichols President and Director President, KeySpan Energy Development Corporation Howard A. Kosel, Jr. Senior Vice President, Generation Senior Vice President, Generation Development Development, KeySpan Energy Development Corporation S. Zain Mirza Senior Vice President, Asset Senior Vice President, Asset Management & Financial Analysis Management & Financial Analysis, KeySpan Energy Development Corporation John J. Bishar, Jr. Senior Vice President and Secretary Senior Vice President, General Counsel and Secretary of KeySpan Corporation Brian T. McCabe Vice President Vice President, KeySpan Energy Development Corporation Michael J. Nilsen Vice President, Finance Vice President, Finance, KeySpan Energy Development Corporation Joseph G. Pradas Vice President, Development Vice President, Development, KeySpan Energy Development Corporation Alfred C. Bereche Assistant Secretary Associate General Counsel of KeySpan Corporate Services LLC Sandra M. Cano Assistant Secretary Manager, Corporate Secretary's Office of KeySpan Corporate Services LLC Colleen A. Meade Assistant Secretary Senior Counsel of KeySpan Corporate Services LLC Robert J. Fani Director President and Chief Operating Officer of KeySpan Corporation Frederick M. Lowther Director Partner, Dickstein, Shapiro, Morin & Oshinsky, LLP Gerald Luterman Director Executive Vice President and Chief Financial Officer of KeySpan Corporation James A. Rooney Director President, Kearsarge Energy Development Corporation Steven L. Zelkowitz Director President, Energy Assets and Supply Group of KeySpan Corporation Page 12 of 12 INDEX OF EXHIBITS Number Description 11 Amended and Restated Registration Rights Agreement, dated as of June 2, 2004, by and among the Issuer and KEDC (incorporated herein by reference to Exhibit 11 to Amendment No. 4 to Schedule 13D/A, as filed by the Reporting Persons with the SEC on June 7, 2004). 12 Joint Filing Agreement, dated November 30, 2004, among the Reporting Persons relating to the filing of a joint statement on Schedule 13D. 13 Press Release, dated November 24, 2004, issued by KeySpan Corporation (incorporated herein by reference to Exhibit 99.1 to KeySpan's Form 8-K, as filed with the SEC on November 24, 2004). 14 Underwriting Agreement, dated November 18, 2004 (incorporated herein by reference to Exhibit 1.1 to the Issuer's Form 8-K, as filed with the SEC on November 19, 2004). Exhibit 12 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of The Houston Exploration Company, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 30th day of November 2004. KeySpan Corporation By: /s/ Michael J. Taunton ---------------------- Name: Michael J. Taunton Title: Senior Vice President and Treasurer KEYSPAN ENERGY CORPORATION By: /s/ John J. Bishar, Jr. ----------------------- Name: John J. Bishar, Jr. Title: Senior Vice President and Secretary KEYSPAN ENERGY DEVELOPMENT CORPORATION By: /s/ Saiyed Zain Mirza --------------------- Name: Saiyed Zain Mirza Title: Senior Vice President