-----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, EmvthWwqRAoR6k1NEHVboN2Jbkg7uaNN+xRnQsSQzkubTkWy54ggDFYA5Norz4DP vUb86h9fT8KkZubdhpvV1w== 0000950142-99-000005.txt : 19990107 0000950142-99-000005.hdr.sgml : 19990107 ACCESSION NUMBER: 0000950142-99-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990106 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 SEC ACT: SEC FILE NUMBER: 005-54403 FILM NUMBER: 99501715 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 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 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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., Paul, Weiss, Rifkind, Inc. Wharton & Garrison One Rockefeller Plaza 1285 Avenue of the Americas New York, New York New York, New York 10019- 10020 6064 (212) 332-8400 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 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 8 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 615,618 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED 4,906,293 shares of Common Stock BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 606,676 shares of Common Stock 10 SHARED DISPOSITIVE POWER 7,008,790 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,615,466 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) 5.2% 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 615,618 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED 4,906,293 shares of Common Stock BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 606,676 shares of Common Stock 10 SHARED DISPOSITIVE POWER 7,008,790 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,615,466 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) 5.2% 14 TYPE OF REPORTING PERSON IV 3 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Item 1. Security and Issuer The class of equity securities to which this Schedule 13D relates is the Common Stock (the "Common Stock") of MarketSpan Corporation ("MarketSpan"). The principal executive offices of MarketSpan are located at One Metrotech Center, Brooklyn, New York 11201-3850. Item 2. Identity and Background This statement is being filed by John A. Levin & Co., Inc. ("Levco") and Baker, Fentress & Company ("BKF"), both of which are incorporated in Delaware. Levco is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and BKF is a closed-end investment company registered under the Investment Company Act of 1940, as amended. Levco owns 100% of Levco GP, Inc. ("Levco GP"), the general partner of several private investment partnerships, and for the purposes of this Schedule 13D, the term "Levco" includes Levco GP, Inc. The principal office of Levco is located at One Rockefeller Plaza, 25th Floor, New York, NY 10020. BKF has its offices at 200 West Madison Street, Chicago, IL 60606. In the last five years, neither Levco nor BKF has been convicted in a criminal proceeding, nor has either such company in the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that has resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or in a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The acquisitions by the reporting persons are being made by Levco on behalf of client accounts. The source of funds is the capital of each client. Levco manages a portfolio of publicly traded securities owned by BKF, and BKF holds shares of MarketSpan in this portfolio. In managing client portfolios, including that of BKF, Levco generally does not utilize margin or other forms of borrowing. Certain private, pooled investment vehicles managed by Levco or its wholly-owned subsidiary, Levco GP, Inc., however, do use margin in implementing their investment strategies. Item 4. Purpose of Transaction Levco has purchased the common stock of MarketSpan for its clients for investment purposes. Levco intends to review its holdings with respect to MarketSpan on a continuing basis. 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. 4 As an investor, Levco makes it a practice to play a supportive and interactive role with the boards of directors and managements of the companies in which it invests. Levco has been concerned about the undervaluation of MarketSpan's shares and for this reason has communicated to management its belief that (i) share repurchases are the best use for available cash and (ii) MarketSpan shares should not be used for the acquisition of other companies, as such acquisitions may dilute share value. Except as described above and in this paragraph, Levco has no present plans or proposals which relate to, or would result in, any of the matters enumerated in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Levco may, at any time and from time to time, review or reconsider its position with respect to MarketSpan and formulate plans or proposals with respect to any of such matters. Levco intends to continue to make its views about Marketspan known to management, the Board of Directors and other interested parties. In view of its sizable holdings in Marketspan, Levco will closely monitor Marketspan's actions and, if it believes Marketspan's management and board are not responsive to the need to address the undervaluation of MarketSpan's equity, Levco would consider taking further action to promote the best interest of the shareholders. 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 Schedule 13D are hereby incorporated by reference in response to this Item 5. The trading dates, number of shares of Common Stock purchased and average price per share for all transactions in the Common Stock by Levco during the past 60 days are set forth on Exhibit 99.1 hereto. 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 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. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. BKF is the sole shareholder of Levin Management Co., Inc., which in turn is the sole shareholder of John A. Levin & Co., Inc., which in turn is the sole shareholder of Levco GP. Levco, as an investment advisor, beneficially owns the shares of Common Stock it holds for the accounts of its investment advisory clients. Except as described herein, there are no contract arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of MarketSpan, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 5 Item 7. Exhibits The following are filed herewith as exhibits to this Schedule 13D: 99.1 Table of Transactions in Common Stock by Levco. 99.2 Joint Filing Agreement dated as of January 6, 1999. 6 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: January 6, 1999 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 7 INDEX TO EXHIBITS Exhibit No. Description 99.1 Table of Transactions in Common Stock by Levco. 99.2 Joint Filing Agreement dated as of January 6, 1999. 8 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 TRANSACTIONS IN COMMON STOCK BY LEVCO ------------------------------------- MARKETSPAN CORPORATION ---------------------- No. of Shares Average price Date Buy/Sell - ------------- ------------- ---- -------- 653 29.9371 11-02-98 Buy 437 30.1862 11-02-98 Sell 108 30.1267 11-03-98 Buy 2,492 29.9836 11-03-98 Sell 873 30.2408 11-04-98 Buy 2,191 30.1514 11-04-98 Sell 1,463 30.1288 11-05-98 Buy 249 29.9604 11-05-98 Sell 834 30.3645 11-06-98 Buy 868 30.2388 11-09-98 Buy 4,966 29.9493 11-09-98 Sell 1,901 30.1224 11-10-98 Buy 37 30.5667 11-10-98 Sell 217 30.5613 11-11-98 Buy 430 30.6914 11-12-98 Buy 16,399 30.4075 11-12-98 Sell 1,173 30.4332 11-13-98 Buy 52,115 30.2570 11-13-98 Sell 441 30.6680 11-16-98 Buy 1,433 30.2098 11-17-98 Buy 15 30.2000 11-17-98 Sell 13,961 30.0040 11-18-98 Buy 4,271 29.8492 11-18-98 Sell 1,075 30.0000 11-19-98 Buy 666 29.8824 11-19-98 Sell No. of Shares Average price Date Buy/Sell - ------------- ------------- ---- -------- 32,440 30.1168 11-20-98 Buy 209 29.6411 11-20-98 Sell 108 30.2333 11-23-98 Buy 641 29.9653 11-23-98 Sell 1,172 30.6216 11-24-98 Buy 331 30.5468 11-24-98 Sell 2,219 30.4361 11-25-98 Buy 157 30.4307 11-25-98 Sell 1,202 30.3783 11-27-98 Buy 28 30.2500 11-27-98 Sell 489 29.9360 11-30-98 Buy 138 29.8593 11-30-98 Sell 603 29.7443 12-01-98 Buy 213 29.6892 12-01-98 Sell 1,218 29.9606 12-02-98 Buy 2,331 29.8348 12-02-98 Sell 1,206 30.3357 12-03-98 Buy 1,518 30.3080 12-04-98 Buy 281 30.1151 12-04-98 Sell 368 30.6828 12-07-98 Buy 742 30.4783 12-07-98 Sell 1,022 30.6229 12-08-98 Buy 2,835 30.2215 12-09-98 Buy 151 29.8623 12-09-98 Sell 291 29.9530 12-10-98 Buy 9 29.8889 12-10-98 Sell 2 No. of Shares Average price Date Buy/Sell - ------------- ------------- ---- -------- 907 30.0832 12-11-98 Buy 169 29.9106 12-11-98 Sell 958 29.6885 12-14-98 Buy 497 29.6254 12-14-98 Sell 633 29.5650 12-15-98 Buy 733 29.7406 12-15-98 Sell 1,668 29.4929 12-16-98 Buy 111 27.6122 12-16-98 Sell 1,057 29.4904 12-17-98 Buy 114 29.3592 12-17-98 Sell 3,023 29.4279 12-18-98 Buy 442 30.1447 12-18-98 Sell 8,172 29.8732 12-21-98 Buy 90 29.7762 12-21-98 Sell 4,629 29.6879 12-22-98 Buy 5,571 29.9901 12-22-98 Sell 1,303 29.8915 12-23-98 Buy 1,221 30.3828 12-23-98 Sell 865 29.8765 12-24-98 Buy 10 29.8000 12-24-98 Sell 1,701 30.1943 12-28-98 Buy 935 30.3270 12-28-98 Sell 973 30.2076 12-29-98 Buy 241 30.2450 12-29-98 Sell 806 30.1904 12-30-98 Buy 380 29.3837 12-30-98 Sell 3 No. of Shares Average price Date Buy/Sell - ------------- ------------- ---- -------- 1,246 30.8716 12-31-98 Buy 331 30.8327 12-31-98 Sell 4 EX-99.2 3 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: January 6, 1999 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 -----END PRIVACY-ENHANCED MESSAGE-----