-----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, GGWZGFRXYVdu0WGKC06nj7KlHWLPg6aVRjK8YFNkq1ILiWjvO3Vqf5Dc7j1Nqqi6 4d8hW6EC0XrwxoXJtnOiYg== 0000950142-98-000555.txt : 19980803 0000950142-98-000555.hdr.sgml : 19980803 ACCESSION NUMBER: 0000950142-98-000555 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980729 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/A SEC ACT: SEC FILE NUMBER: 005-54403 FILM NUMBER: 98673350 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/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 * 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) July 29, 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 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 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 AMENDMENT NO. 1 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, on July 29, 1998, Levco sent a letter to the Board of Directors of MarketSpan, attached hereto as Exhibit 99.3, requesting that the Board of Directors call a special meeting (or accelerate the annual meeting) of the shareholders with the purpose of dealing with all matters normally put before an annual meeting, including the election of directors. Item 7. Exhibits The following are filed herewith as exhibits to this Schedule 13D: 99.2 Joint Filing Agreement dated as of July 29, 1998. 99.3 Letter dated July 29, 1998 from John A. Levin & Co., Inc. to the Board of Directors of MarketSpan Corporation. 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: July 29, 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 5 INDEX TO EXHIBITS Exhibit No. Description 99.2 Joint Filing Agreement dated as of July 29, 1998. 99.3 Letter dated July 29, 1998 from John A. Levin & Co., Inc. to the Board of Directors of MarketSpan Corporation. 6 EX-99.2 2 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 29, 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 7 EX-99.3 3 EXHIBIT 99.3 Exhibit 99.3 Board of Directors MarketSpan Corporation Ladies and Gentlemen: As you know, John A. Levin & Co., Inc., a registered adviser, is one of the largest investors in MarketSpan. Our investment in MarketSpan was based in significant part on our evaluation of the Company as presented in the Lilco proxy of June 1997. In view of the controversy regarding corporate governance and the erosion of market value of the Company, we believe that the views of shareholders should be given great weight in the Board's decision-making at this time, particularly given the fact that the shareholders approved the creation of MarketSpan on the basis of the governance arrangements set forth in the proxy. We have set forth our views on governance issues, which are summarized in a Schedule 13D filed July 28, 1998 with the Securities and Exchange Commission. In particular we note our recommendation that if there is to be a change in the chairmanship of MarketSpan, an interim chairman should be designated who is not presently a director of the company to allow an objective determination with respect to the future of the Company, and consultation with shareholders through a special committee. If there is to be any change in the governance arrangements set forth in the proxy, we hereby request that the Board of Directors of the Corporation call a special meeting (or accelerate the annual meeting) of shareholders with the purpose of dealing with all matters normally put before an annual meeting of shareholders. At that meeting, management would be expected to present an outline of its business plan so that shareholders can understand management's and the Board's program. At such meeting there would also be a new election of directors to ensure that the Board and management have the support of shareholders in implementing their business plan. We understand that under Article V of the Company's Certificate of Incorporation shareholders are not permitted to call a meeting on their own but that such a meeting may be called by the Board of Directors. It is our view that the Board has a fiduciary duty, under the extraordinary and unique circumstances facing the Company, to do so. We therefore formally request the Board of Directors to call such a meeting promptly following any change in the governance arrangements set forth in the proxy. 8 If there is any question about this request or our position, we also request an opportunity to meet with the directors of the company to present our position in more detail. Yours very truly, JOHN A. LEVIN & CO., INC. By: /s/ John A. Levin --------------------- By: /s/ Frank F. Rango ---------------------- 9 -----END PRIVACY-ENHANCED MESSAGE-----