-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IBpvlvCgDOzEesqYrgq0KKZjKnwBk/h3RIQOMDmzjCj5UduYt7NQspp331ifw4SX ipi+g36wEMzCP5bvp4kW5g== 0000950142-00-000207.txt : 20000308 0000950142-00-000207.hdr.sgml : 20000308 ACCESSION NUMBER: 0000950142-00-000207 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000307 GROUP MEMBERS: BAKER, FENTRESS & CO. GROUP MEMBERS: JOHN A. LEVIN & CO., INC. GROUP MEMBERS: LEVIN JOHN A & CO INC /NY/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSPAN CORP CENTRAL INDEX KEY: 0001062379 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 113431358 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54403 FILM NUMBER: 562872 BUSINESS ADDRESS: STREET 1: 175 EAST OLD COUNTRY ROAD CITY: HICKSVILLE STATE: NY ZIP: 11801 BUSINESS PHONE: 5167556650 MAIL ADDRESS: STREET 1: ONE METROTECH CENTER CITY: BROOKLYN STATE: NY ZIP: 11201 FORMER COMPANY: FORMER CONFORMED NAME: MARKETSPAN CORP DATE OF NAME CHANGE: 19980526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A & CO INC /NY/ CENTRAL INDEX KEY: 0000811349 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133134273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ROCKFELLER PLZ 25TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 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 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 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 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 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 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Table of Transactions in Common Stock by Levco. 6 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 TRANSACTIONS IN COMMON STOCK BY LEVCO KEYSPAN CORPORATION -------------------
No. of Shares Average price Date Buy/Sell ------------- ------------- ---- -------- 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
No. of Shares Average price Date Buy/Sell ------------- ------------- ---- -------- 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
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No. of Shares Average price Date Buy/Sell ------------- ------------- ---- -------- 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
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No. of Shares Average price Date Buy/Sell ------------- ------------- ---- -------- 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
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