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
<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
615,618 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
<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
615,618 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<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: 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
<PAGE>
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
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
<PAGE>
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
<PAGE>
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
<PAGE>
No. of Shares Average price Date Buy/Sell
- ------------- ------------- ---- --------
1,246 30.8716 12-31-98 Buy
331 30.8327 12-31-98 Sell
4
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
