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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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.2 Joint Filing Agreement dated as of October 14, 1998.
9
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
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