UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
August 6, 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 7
<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
758,555 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 6,119,033 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
749,869 shares of Common Stock
10 SHARED DISPOSITIVE POWER
8,966,759 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,718,044 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)
6.1%
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
758,555 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 6,119,033 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
749,869 shares of Common Stock
10 SHARED DISPOSITIVE POWER
8,966,759 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,718,044 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)
6.1%
14 TYPE OF REPORTING PERSON
IV
3
<PAGE>
AMENDMENT NO. 2 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
Corporation ("MarketSpan"), on August 7, 1998, John A. Levin and Frank Rango,
representatives of John A. Levin & Co., Inc. ("Levco"), met with Robert Catell,
the newly-appointed chairman of MarketSpan, and Craig Matthews, chief financial
officer of MarketSpan. In the course of the meeting, Levco reiterated its
intentions to continue to monitor developments at MarketSpan and to evaluate
management's responsiveness to the undervaluation of MarketSpan's equity. Levco
also reiterated its belief that an in-market merger or other business
combination where MarketSpan shareholders would receive a premium is the most
efficient means to maximize shareholder value, noting that such a transaction
would be likely to lead to rate reductions, and therefore, also be pro-
consumer. Accordingly, Levco believes that the Board of Directors should
actively pursue such a transaction in order to serve the best interests of
shareholders and consumers. Further, Levco reiterated its opposition to
MarketSpan's effecting any acquisition in excess of an aggregate of $250 million
without a specific shareholder vote. In light of the recent management changes
and the fact that MarketSpan does not intend to have a 1998 shareholder meeting,
Levco again requested the Board of Directors of MarketSpan to call a special
meeting of shareholders as soon as practicable with the purpose of considering
all matters normally put before an annual meeting of shareholders. In view of
its sizeable holdings in MarketSpan, Levco reserves its right to take all
necessary actions to protect its investment and promote the best interests of
the shareholders of MarketSpan.
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.2 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 July 21, 1998 are as
follows:
No. of Shares Average Price Date Buy/Sell
------------- ------------- ---- --------
100,000 $27.22 7/22/98 by
73 27.44 7/22/98 by
639 27.45 7/22/98 sl
1,605 27.45 7/23/98 by
1,494 27.60 7/23/98 by
268 27.50 7/23/98 sl
3,002 27.25 7/24/98 by
221,870 27.22 7/24/98 by
44 27.19 7/24/98 sl
4
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35,500 27.28 7/27/98 by
5,236 27.94 7/29/98 by
23,000 27.28 7/29/98 by
568 27.81 7/29/98 sl
3,521 28.63 7/30/98 by
2,192 27.75 7/31/98 by
869,800 27.63 7/31/98 by
74 27.62 7/31/98 sl
1,342 28.44 8/3/98 by
124,712 28.69 8/3/98 by
1,327 28.56 8/4/98 by
61,800 28.40 8/4/98 by
247 28.55 8/4/98 sl
1,845 27.88 8/5/98 by
27,700 27.72 8/5/98 by
2,661 27.65 8/5/98 sl
1,613 27.56 8/6/98 by
230,000 27.45 8/6/98 by
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 7. Exhibits
The following are filed herewith as exhibits to this Schedule 13D:
99.2 Joint Filing Agreement dated as of August 10, 1998.
5
<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: August 10, 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
6
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INDEX TO EXHIBITS
Exhibit No. Description
99.2 Joint Filing Agreement dated as of August 10, 1998.
7
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: August 10, 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
