-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bl4/H78A8/XKJB/cFe/i1DDjF1ET5r6Uswd498dCT5/xGNeCyMu6lyeMAkK9xgi2 3vZiBj36uJ4NQ6jxgF9sPQ== 0000950142-98-000776.txt : 19981015 0000950142-98-000776.hdr.sgml : 19981015 ACCESSION NUMBER: 0000950142-98-000776 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981014 SROS: NYSE GROUP MEMBERS: BAKER, FENTRESS & CO. GROUP MEMBERS: JOHN A. LEVIN & CO., INC. GROUP MEMBERS: LEVIN JOHN A & CO INC /NY/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETSPAN CORP CENTRAL INDEX KEY: 0001062379 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 113431358 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54403 FILM NUMBER: 98725571 BUSINESS ADDRESS: STREET 1: 175 EAST OLD COUNTRY ROAD CITY: HICKSVILLE STATE: NY ZIP: 11801 BUSINESS PHONE: 516/755-65 MAIL ADDRESS: STREET 1: 175 EAST OLD COUNTRY ROAD CITY: HICKSVILLE STATE: NY ZIP: 11801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A & CO INC /NY/ CENTRAL INDEX KEY: 0000811349 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133134273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ROCKFELLER PLZ 25TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 * MARKETSPAN CORPORATION ---------------------- (Name of Issuer) Common Stock, par value $.01 ---------------------------- (Title of Class of Securities) 57061V07 -------- (CUSIP Number) Norris Nissim Matthew Nimetz John A. Levin & Co., Inc. Paul, Weiss, Rifkind, One Rockefeller Plaza Wharton & Garrison New York, New York 1285 Avenue of the Americas 10020 New York, New York 10019- (212) 332-8400 6064 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 1998 --------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. Exhibit Index is at Page 10 CUSIP NO. 57061V107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Levin & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 615,392 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED 4,905,261 shares of Common Stock BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 606,676 shares of Common Stock 10 SHARED DISPOSITIVE POWER 7,046,936 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,653,612 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14 TYPE OF REPORTING PERSON IA 2 CUSIP NO. 57061V107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baker, Fentress & Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 615,392 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED 4,905,261 shares of Common Stock BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 606,676 shares of Common Stock 10 SHARED DISPOSITIVE POWER 7,046,936 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,653,612 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14 TYPE OF REPORTING PERSON IV 3 AMENDMENT NO. 3 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Item 4. Purpose of Transaction Since the filing by John A. Levin & Co., Inc. ("Levco") of Amendment No. 2 to Schedule 13D on August 10, 1998 ("Amendment No. 2"), representatives of Levco have continued to engage in discussions with representatives of MarketSpan Corporation ("MarketSpan") regarding the governance proposals and other matters summarized in Amendment No. 2, Amendment No. 1 to Schedule 13D (filed by Levco on July 29, 1998), a letter to the Board of Directors of MarketSpan (Exhibit 99.3 to such Amendment No. 1) and Schedule 13D (filed by Levco on July 28, 1998). Levco continues to believe that the course of conduct it has requested the Board of Directors and management of MarketSpan to pursue, which is summarized in the documents referenced above, is in the best interests of MarketSpan's shareholders and consumers. Because management of MarketSpan has not committed to repurchase more than 10% of the outstanding Common Stock of MarketSpan ("Common Stock"), Levco sold 3,433,744 shares of Common Stock, as described in this Amendment No. 3 to Schedule 13D. Levco will continue to closely monitor developments at MarketSpan and, depending on its evaluation of MarketSpan's business and prospects, and upon future developments (including market prices for the Common Stock, availability and alternative uses of funds, management's business plan, conditions in the securities markets and general economic and industry conditions), Levco may acquire additional shares of Common Stock or other securities of MarketSpan, sell all or a portion of its shares of Common Stock or other securities of MarketSpan, now owned or hereafter acquired, or maintain its position at current levels. Item 5. Interest in Securities of Issuer The responses to Items 7, 8, 9, 10, 11 and 13 of the inside cover pages of this Amendment No.3 to Schedule 13D are hereby incorporated by reference in response to this Item 5. The number of shares of Common Stock, average price per share and trading dates for all transactions in the Common Stock by Levco since August 3, 1998 are as follows: No. Of Shares Average Price Date Buy/Sell - ------------- ------------- ---- -------- 125,354 28.6318 8/3 by 62,727 28.4196 8/4 by 247 28.7084 8/4 sl 29,345 27.7527 8/5 by 3,037 27.7051 8/5 sl 229,983 27.3652 8/6 by 731,170 27.9767 8/7 by 1,061 27.8088 8/10 by 182 27.8124 8/10 sl 1,003 27.6886 8/11 by 568,463 27.5076 8/12 by 29 27.4895 8/12 sl 1,336 27.7448 8/13 by 2,184 27.7484 8/13 sl 88,982 27.6662 8/14 by 1,757 27.9500 8/17 by 4 No. Of Shares Average Price Date Buy/Sell - ------------- ------------- ---- -------- 2,951 27.9281 8/17 sl 2,094 28.4461 8/18 by 7,023 28.3775 8/18 sl 5,505 28.7459 8/19 by 1,327 28.7405 8/20 by 68 28.8597 8/20 sl 3,838 28.5850 8/21 by 111 27.8980 8/21 sl 2,887 30.0446 8/24 by 2,492 29.3118 8/25 by 1,958 29.4041 8/25 sl 2,960 29.5540 8/26 by 213 29.0647 8/26 sl 1,433 28.7489 8/27 by 52 28.7903 8/27 sl 976 28.1881 8/28 by 330 28.0717 8/28 sl 6,188 28.0000 8/31 by 862 27.7506 8/31 sl 77,741 27.3199 9/1 by 14,828 26.7602 9/1 sl 2,697 26.9374 9/2 by 698 26.8622 9/2 sl 3,479 26,9811 9/3 by 335 26.7774 9/3 sl 657 26.9301 9/4 by 230 27.1397 9/4 sl 1,485 27.0000 9/8 by 5 No. Of Shares Average Price Date Buy/Sell - ------------- ------------- ---- -------- 168 26.9286 9/8 sl 1,886 26.9330 9/9 by 2,236 26.8536 9/9 sl 1,222 26.4901 9/10 by 2,241 26.4344 9/10 sl 7,223 25.7804 9/11 by 385 25.7921 9/11 sl 2,337 26.9381 9/14 by 1,078 26.6599 9/14 sl 3,542 26.1265 9/15 by 600 26.5000 9/15 sl 1,144 26.3524 9/16 by 407 26.3363 9/16 sl 2,593 26.2462 9/17 by 147 26.0094 9/17 sl 17,278 26.3760 9/18 by 309 26.3508 9/18 sl 2,173 27.0282 9/21 by 89 26.7930 9/21 sl 2,303 27.0000 9/22 by 2,180 26.6947 9/23 by 138 26.6887 9/23 sl 2,491 26.8560 9/24 by 184 26.8876 9/24 sl 1,022 26.9383 9/25 by 30,384 26.8741 9/25 sl 1,216 27.5164 9/28 by 31,835 27.3188 9/28 sl 6 No. Of Shares Average Price Date Buy/Sell - ------------- ------------- ---- -------- 1,706 28.6874 9/29 by 2,407 28.4468 9/29 sl 1,744 29.0000 9/30 by 11,777 29.2410 9/30 sl 1,779 29.8776 10/1 by 1,386 29.8149 10/1 sl 2,874 30.4946 10/2 by 6,349 30.2512 10/2 sl 1,330 30.9471 10/5 by 1,722 30.5149 10/5 sl 2,730 31.3089 10/6 by 2,426 31.2252 10/6 sl 3,465 31.7262 10/7 by 2,971 31.5420 10/7 sl 394 30.6245 10/8 by 694 30.8742 10/8 sl 3,027 31.0375 10/9 by 3,433,744 30.9919 10/9 sl All such transactions were open market transactions and were effected on the New York Stock Exchange. The shares of Common Stock held by Levco are held for the benefit of its investment advisory clients, including Baker Fentress & Company ("BKF"). Each such client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in such person's account. No such person has any of the foregoing rights with respect to more than 5% of the Common Stock. On October 9, 1998, Levco and BKF ceased to be the beneficial owners of more than 5% of the Common Stock. Item 7. Exhibits The following are filed herewith as exhibits to this Schedule 13D: 99.2 Joint Filing Agreement dated as of October 14, 1998. 7 SIGNATURE After reasonable inquiry and to their best knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 14, 1998 JOHN A. LEVIN & CO., INC. By: /s/ John A. Levin --------------------- John A. Levin Chairman and Chief Executive Officer BAKER, FENTRESS & CO., INC. By: /s/ John A. Levin --------------------- John A. Levin President 8 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.2 Joint Filing Agreement dated as of October 14, 1998. 9 EX-99.2 2 EXHIBIT 99.2 Exhibit 99.2 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them. Dated: October 14, 1998 JOHN A. LEVIN & CO., INC. By: /s/ John A. Levin --------------------- John A. Levin Chairman and Chief Executive Officer BAKER, FENTRESS & CO., INC. By: /s/ John A. Levin --------------------- John A. Levin President 10 -----END PRIVACY-ENHANCED MESSAGE-----