-----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, EDbnMm4uqtVAnkhuOH9YZcJIwkfslsxQJb2TPhFTtBZueaSFd5i7xRK7NX1zoShF aZx26dBh8KIrm1eryO9Y7w== 0000950142-98-000553.txt : 19980729 0000950142-98-000553.hdr.sgml : 19980729 ACCESSION NUMBER: 0000950142-98-000553 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980728 SROS: NYSE 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: MARKETSPAN 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 SEC ACT: SEC FILE NUMBER: 005-54403 FILM NUMBER: 98672211 BUSINESS ADDRESS: STREET 1: 175 EAST OLD COUNTRY ROAD CITY: HICKSVILLE STATE: NY ZIP: 11801 BUSINESS PHONE: 516/755-65 MAIL ADDRESS: STREET 1: 175 EAST OLD COUNTRY ROAD CITY: HICKSVILLE STATE: NY ZIP: 11801 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 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 1 SCHEDULE 13D 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., Inc. Paul, Weiss, Rifkind, One Rockefeller Plaza Wharton & Garrison New York, New York 1285 Avenue of the Americas 10020 New York, New York 10019-6064 (212) 332-8400 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 21, 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 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 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 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. 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 communicated to management and the Board of Directors its belief that MarketSpan should engage in a substantial stock buyback program in view of the undervaluation of the shares. Levco believes that this could be followed by a merger with another utility company to realize value for the shareholders and rate reductions for consumers. Levco has also communicated its opposition to the use of more than a relatively small portion of MarketSpan's $1.975 billion ($12 per share) in available cash for acquisitions. Levco is concerned that MarketSpan maximize shareholder value and not use the cash to transform itself into an energy conglomerate, which in Levco's view would be likely to depress share value further. Levco believes that acquisitions in excess of an aggregate of $250 million be subject to a shareholder vote until the next shareholders meeting. Furthermore, in the event that the management structure approved at the last shareholder meeting does not remain in place, Levco would propose that an interim chairman, who is not presently a director, should be appointed until a special meeting of shareholders can be convened, which meeting should be held as soon as practicable. The appointment of the interim chairman should facilitate shareholders and management coming to a consensus as to the future direction MarketSpan should take. Toward the same end, Levco would propose that a special committee of directors be formed to address shareholder concerns. Levco believes it is appropriate that a special committee be formed in order to meet and work with shareholders in determining, in a timely fashion, the future direction of the company. The special committee should retain an independent investment banker to help determine what actions would best increase shareholder 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 the Company known to management, the Board of Directors and other interested parties. In view of its sizable holdings in the Company, Levco will closely monitor the Company's actions and, if it believes the Company'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 4 99.1 hereto. All such transactions were open market transactions and were effected on the New York Stock Exchange. Also included are transactions during such period in the securities of Long Island Lighting Company, MarketSpan's predecessor. 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. 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 July 27, 1998. 5 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 27, 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 INDEX TO EXHIBITS Exhibit No. Description 99.1 Table of Transactions in Common Stock by Levco. 99.2 Joint Filing Agreement dated as of July 27, 1998. 7 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 TRANSACTIONS IN COMMON STOCK BY LEVCO LONG ISLAND LIGHTING COMPANY
NO. OF SHARES AVERAGE PRICE DATE BUY/SELL 425 27.7637647 5/26/98 sl 1853 28.1249757 5/26/98 by 112592 27.9124957 5/27/98 by 103369 28.146339 5/27/98 sl 30707 30.1479799 5/28/98 sl 4580 29.2614629 5/28/98 by 34517 30.4139699 5/29/98 by MARKETSPAN CORPORATION NO. OF SHARES AVERAGE PRICE DATE BUY/SELL 11888 33.96964 6/1/98 by 17 34.4629429 6/1/98 sl 10864 33.6223 6/2/98 by 468 32.796.71 6/2/98 sl 3778 32.76529 6/3/98 by 2524 31.9746 6/4/98 cs 2736 31.81393 6/4/98 sl 3696 32 6/4/98 by 3723 32.58428 6/5/98 by 165 32.49879 6/5/98 sl 2296 33.25419 6/8/98 by 21 32.93476 6/8/98 sl 2417 33 6/9/98 by 56 32.81107 6/9/98 sl 13741 31.94154 6/10/98 sl 2602 32.10049 6/10/98 by 2719 31.87501 6/11/98 by 603 30.99896 6/12/98 sl 3083 31.12501 6/12/98 by 46 30.87391 6/15/98 sl 2162 31.03 6/15/98 by 7900 30.77322 6/16/98 sl NO. OF SHARES AVERAGE PRICE DATE BUY/SELL 1201 30.75 6/16/98 by 109 31.47257 6/17/98 sl 3825 31.25 6/17/98 by 18 30.81111 6/18/98 sl 4753 30.87502 6/18/98 by 534 30.5085 6/19/98 sl 1310 30.37501 6/19/98 by 30 30.24867 6/22/98 sl 2273 30.43751 6/22/98 by 10711 29.39925 6/23/98 sl 37124 29.65113 6/23/98 by 3267 29.62501 6/24/98 by 179 29.55972 6/24/98 sl 22058 29.38957 6/25/98 sl 2271 29.7076 6/25/98 by 23381 29.52025 6/26/98 by 20 29.4985 6/26/98 sl 3690 30.21971 6/29/98 by 337 30.18644 6/29/98 sl 3241 30.31251 6/30/98 by 64 29.99875 6/30/98 sl 4642 29.97387 7/1/98 by 23 29.9987 7/1/98 sl 1729 30.18752 7/2/98 by 1088 30.08912 7/2/98 sl NO. OF SHARES AVERAGE PRICE DATE BUY/SELL 3352 30.43752 7/6/98 by 72 30.31125 7/6/98 sl 5581 30.52889 7/7/98 by 74 28.76405 7/7/98 sl 3139 30.2293 7/8/98 by 127 29.94882 7/8/98 sl 5074 29.93043 7/9/98 by 120 29.8765 7/9/98 sl 4984 29.62501 7/10/98 by 72 29.43625 7/10/98 sl 10015 29.84809 7/13/98 by 8484 29.07488 7/13/98 sl 25262 28.13118 7/14/98 by 11 28.49818 7/14/98 sl 36786 28.00529 7/15/98 by 26420 27.88289 7/16/98 by 119 27.74899 7/16/98 sl 69285 26.88498 7/17/98 by 40 26.93625 7/17/98 sl 266358 27.06674 7/20/98 by 178 27.18652 7/20/98 sl 139096 27.51243 7/21/98 by
EX-99.2 3 EXHIBIT 99.2 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 27, 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 9 -----END PRIVACY-ENHANCED MESSAGE-----