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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
KEYSPAN CORPORATION
-------------------
(Name of Issuer)
Common Stock, par value $.01
----------------------------
(Title of Class of Securities)
57061V07
---------
(CUSIP Number)
Norris Nissim, Esq. Valerie E. Radwaner, Esq.
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)
April 1, 1999
-------------
(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
606,468 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 4,214,935 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
606,468 shares of Common Stock
10 SHARED DISPOSITIVE POWER
6,299,222 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,909,690 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
606,468 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 4,214,935 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
606,468 shares of Common Stock
10 SHARED DISPOSITIVE POWER
6,299,222 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,909,690 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. 1 to
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 KeySpan Corporation ("KeySpan") (f/k/a MarketSpan
Corporation). The principal executive offices of KeySpan are located at One
Metrotech Center, Brooklyn, New York 11201-3850.
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 John A. Levin & Co., Inc.
("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 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.
Effective April 1, 1999, Levco ceased managing an account which held 641,248
shares of Common Stock.
As of April 1, 1999, 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:
99.1 Table of Transactions in Common Stock by Levco.
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: March 7, 2000
JOHN A. LEVIN & CO., INC.
By: /s/ Norris Nissim
---------------------
Norris Nissim
Vice President and General Counsel
BAKER, FENTRESS & COMPANY
By: /s/ Norris Nissim
---------------------
Norris Nissim
Vice President and General Counsel
5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Table of Transactions in Common Stock by Levco.
6
Exhibit 99.1
TRANSACTIONS IN COMMON STOCK BY LEVCO
KEYSPAN CORPORATION
-------------------
<TABLE>
<CAPTION>
No. of Shares Average price Date Buy/Sell
------------- ------------- ---- --------
<S> <C> <C> <C> <C>
2,097 27.31 02-01-99 Buy
127 27.25 02-01-99 Sell
202 27.69 02-02-99 Buy
583 27.56 02-02-99 Sell
963 28.81 02-03-99 Buy
2,527 28.57 02-03-99 Sell
2,109 28.94 02-04-99 Buy
239 28.81 02-04-99 Sell
9,463 28.78 02-05-99 Buy
26 28.62 02-05-99 Sell
1,854 28.27 02-08-99 Buy
1,215 28.06 02-09-99 Buy
35 28.00 02-09-99 Sell
2,534 27.25 02-10-99 Buy
89 27.25 02-10-99 Sell
1,373 27.12 02-11-99 Buy
20 27.06 02-11-99 Sell
76 27.25 02-12-99 Buy
56 27.19 02-12-99 Sell
3,536 27.31 02-16-99 Buy
55 27.25 02-16-99 Sell
813 27.44 02-17-99 Buy
202 27.25 02-17-99 Sell
1,035 27.69 02-18-99 Buy
73 27.56 02-18-99 Sell
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
No. of Shares Average price Date Buy/Sell
------------- ------------- ---- --------
<S> <C> <C> <C> <C>
1,512 27.51 02-19-99 Buy
367 27.18 02-19-99 Sell
1,088 27.94 02-22-99 Buy
64 27.75 02-22-99 Sell
779 27.75 02-23-99 Buy
4,160 27.75 02-23-99 Sell
2,799 27.81 02-24-99 Buy
20,777 27.69 02-24-99 Sell
1,228 26.86 02-25-99 Buy
1,359 26.69 02-26-99 Buy
8 26.62 02-26-99 Sell
1,419 26.58 03-01-99 Buy
107 26.56 03-01-99 Sell
3,151 26.97 03-02-99 Buy
368 26.94 03-02-99 Sell
893 27.31 03-03-99 Buy
14 27.25 03-03-99 Sell
2,696 27.35 03-04-99 Buy
4,437 27.19 03-04-99 Sell
2,633 27.81 03-05-99 Buy
2,771 27.47 03-05-99 Sell
3,865 27.47 03-08-99 Buy
1,947 27.44 03-08-99 Sell
1,648 26.72 03-09-99 Buy
4,875 26.45 03-09-99 Sell
5,557 26.62 03-10-99 Buy
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
No. of Shares Average price Date Buy/Sell
------------- ------------- ---- --------
<S> <C> <C> <C> <C>
2,000 26.35 03-10-99 Sell
2,354 26.99 03-11-99 Buy
170 26.94 03-11-99 Sell
490 26.89 03-12-99 Buy
57 26.94 03-12-99 Sell
2,954 26.67 03-15-99 Buy
8,018 26.56 03-15-99 Sell
2,218 26.57 03-16-99 Buy
34 26.50 03-16-99 Sell
2,520 26.25 03-17-99 Buy
74 26.12 03-17-99 Sell
658 26.44 03-18-99 Buy
109 26.37 03-18-99 Sell
1,328 25.81 03-19-99 Buy
482 25.71 03-19-99 Sell
960 25.75 03-22-99 Buy
44 25.78 03-22-99 Sell
1,306 25.94 03-23-99 Buy
82 25.87 03-23-99 Sell
1,758 26.48 03-24-99 Buy
1,488 26.11 03-24-99 Sell
1,344 27.04 03-25-99 Buy
60 26.87 03-25-99 Sell
982 26.63 03-26-99 Buy
125 26.56 03-26-99 Sell
2,108 26.36 03-29-99 Buy
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
No. of Shares Average price Date Buy/Sell
------------- ------------- ---- --------
<S> <C> <C> <C> <C>
10,940 26.14 03-29-99 Sell
64 25.90 03-30-99 Buy
14 25.87 03-30-99 Sell
1,472 26.66 03-31-99 Buy
198 25.62 03-31-99 Sell
1,378 26.06 04-01-99 Buy
1,628 25.23 04-01-99 Sell
</TABLE>
4
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