UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934 *
MARKETSPAN CORPORATION
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
57061V07
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(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)
July 29, 1998
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(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 6
<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
1,176,503 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 3,323,323 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,165,842 shares of Common Stock
10 SHARED DISPOSITIVE POWER
7,128,016 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293,858 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
<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
1,176,503 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 3,323,323 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,165,842 shares of Common Stock
10 SHARED DISPOSITIVE POWER
7,128,016 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293,858 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
<PAGE>
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Item 4. Purpose of Transaction
In furtherance of its goal to ensure effective governance of MarketSpan, on July
29, 1998, Levco sent a letter to the Board of Directors of MarketSpan, attached
hereto as Exhibit 99.3, requesting that the Board of Directors call a special
meeting (or accelerate the annual meeting) of the shareholders with the purpose
of dealing with all matters normally put before an annual meeting, including the
election of directors.
Item 7. Exhibits
The following are filed herewith as exhibits to this Schedule 13D:
99.2 Joint Filing Agreement dated as of July 29, 1998.
99.3 Letter dated July 29, 1998 from John A. Levin & Co., Inc.
to the Board of Directors of MarketSpan Corporation.
4
<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: July 29, 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
5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
99.2 Joint Filing Agreement dated as of July 29, 1998.
99.3 Letter dated July 29, 1998 from John A. Levin & Co.,
Inc. to the Board of Directors of MarketSpan
Corporation.
6
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: July 29, 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
7
Exhibit 99.3
Board of Directors
MarketSpan Corporation
Ladies and Gentlemen:
As you know, John A. Levin & Co., Inc., a registered adviser, is one of
the largest investors in MarketSpan. Our investment in MarketSpan was based in
significant part on our evaluation of the Company as presented in the Lilco
proxy of June 1997. In view of the controversy regarding corporate governance
and the erosion of market value of the Company, we believe that the views of
shareholders should be given great weight in the Board's decision-making at this
time, particularly given the fact that the shareholders approved the creation of
MarketSpan on the basis of the governance arrangements set forth in the proxy.
We have set forth our views on governance issues, which are summarized in a
Schedule 13D filed July 28, 1998 with the Securities and Exchange Commission.
In particular we note our recommendation that if there is to be a
change in the chairmanship of MarketSpan, an interim chairman should be
designated who is not presently a director of the company to allow an objective
determination with respect to the future of the Company, and consultation with
shareholders through a special committee.
If there is to be any change in the governance arrangements set forth
in the proxy, we hereby request that the Board of Directors of the Corporation
call a special meeting (or accelerate the annual meeting) of shareholders with
the purpose of dealing with all matters normally put before an annual meeting of
shareholders. At that meeting, management would be expected to present an
outline of its business plan so that shareholders can understand management's
and the Board's program. At such meeting there would also be a new election of
directors to ensure that the Board and management have the support of
shareholders in implementing their business plan.
We understand that under Article V of the Company's Certificate of
Incorporation shareholders are not permitted to call a meeting on their own but
that such a meeting may be called by the Board of Directors. It is our view that
the Board has a fiduciary duty, under the extraordinary and unique circumstances
facing the Company, to do so. We therefore formally request the Board of
Directors to call such a meeting promptly following any change in the governance
arrangements set forth in the proxy.
8
<PAGE>
If there is any question about this request or our position, we also
request an opportunity to meet with the directors of the company to present our
position in more detail.
Yours very truly,
JOHN A. LEVIN & CO., INC.
By: /s/ John A. Levin
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By: /s/ Frank F. Rango
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