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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
-
Consolidated-Tomoka Land Co.
_______________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
210226109
_______________________________________________________________________________
(CUSIP Number)
James P. Koeneman, Baker, Fentress & Company, 200 West Madison, Chicago IL
60606 (312) 236-9190
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 28, 1996
_______________________________________________________________________________
(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 [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- - ----------------------- ---------------------
CUSIP NO. 210226109 PAGE 2 OF 8 PAGES
- - ----------------------- ---------------------
- - ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baker, Fentress & Company 36-0767530
- - ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- - ------------------------------------------------------------------------------
SEC USE ONLY
3
- - ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- - ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- - ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- - ------------------------------------------------------------------------------
SOLE VOTING POWER
7 5,000,000 Shares
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 12,372 Shares*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 5,000,000 Shares
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 61,212 Shares*
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,061,212 Shares
- - ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- - ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
approximately 81%
- - ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IV
- - ------------------------------------------------------------------------------
*Held through a wholly-owned subsidiary, John A. Levin & Co., Inc.
<PAGE>
Item 1. Security and Issuer
Common Stock, $1.00 par value per share
Consolidated-Tomoka Land Co. ("CTO")
149 South Ridgewood Avenue
Daytona Beach, Florida 32114
Item 2. Identity and Background
(a) This statement is filed by Baker, Fentress & Company ("BKF").
(b) BKF's address is 200 West Madison Street, Suite 3510, Chicago, Illinois
60606.
(c) BKF is a non-diversified closed-end management investment company
registered under the Investment Company Act of 1940, as amended. John
A. Levin & Co., Inc. ("LEVCO"), a wholly-owned subsidiary of BKF, is an
investment advisory firm registered under the Investment Advisers Act
of 1940, as amended.
(d) During the last five years, BKF has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, BKF has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction resulting in any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
(f) BKF is a corporation organized under the laws of the State of Delaware.
The directors and executive officers of BKF are:
James P. Gorter, director and chairman; director of LEVCO; limited
partner of Goldman, Sachs & Co.
John A. Levin, director, president and chief executive officer;
director and president of LEVCO; address: One Rockefeller Plaza, New
York, New York, 10020
Frederick S. Addy, director; address: 5300 Arbutus Cove, Austin, Texas
78746
Bob D. Allen, director; director, president and chief executive officer
of Consolidated; address: 149 South Ridgewood Avenue, Daytona Beach,
Florida 32114
Eugene V. Fife, director; limited partner of Goldman, Sachs & Co.;
address: 415 Bloomfield Road, Charlottesville, Virginia 22903
<PAGE>
J. Barton Goodwin, director; general partner of Bridge Investors II
and Teaneck Associates; member of Glenpointe Associates, LLC; managing
director of BCI Advisors, Inc.; address: Glenpointe Centre West,
Teaneck, New Jersey 07666
David D. Grumhaus, director, president of Casey Travel Corporation;
address: 10 South Riverside Plaza, Chicago, Illinois 60606
Jeffrey A. Kigner, director; director and executive vice president of
LEVCO; address: One Rockefeller Plaza, New York, New York 10020
Richard M. Jones, director; address: 1205 Burr Ridge Club Drive, Burr
Ridge, Illinois 60521
Burton G. Malkiel, director; Chemical Bank Chairman's Professor of
Economics, Princeton University; address: Fisher Hall, Prospect
Avenue, Princeton University, Princeton, New Jersey 08544
David D. Peterson, director; chairman and director of Consolidated;
address: 800 Humboldt Avenue, Winnetka, Illinois 60093
Melody L. Prenner Sarnell, director; director and executive vice
president of LEVCO; address: One Rockefeller Plaza, New York, New York
10020
William H. Springer, director; address: 701 Morningside Drive, Lake
Forest, Illinois 60045
Scott E. Smith, executive vice president
James P. Koeneman, executive vice president and secretary
Janet Sandona Jones, vice president, treasurer and assistant secretary
Except as indicated otherwise above, the address of each director and
executive officer is 200 West Madison Street, Suite 3510, Chicago, Illinois
60606.
During the last five years, none of the directors and executive officers
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years, none of the directors and executive officers
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in any judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
All of the directors and executive officers are citizens of the United
States.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
The original investment in CTO by BKF was acquired many years ago by a
predecessor of BKF with cash from its general corporate funds and certain
real estate held by the predecessor corporation. BKF's aggregate investment
in CTO, as recorded in BKF's accounts is $98.75 million.
The 61,212 shares acquired and reported hereunder may be deemed to be
acquired by BKF as a result of a merger transaction whereby BKF acquired
all of the outstanding capital stock of LEVCO. LEVCO serves as investment
adviser to various individual accounts and investment partnerships (the
"LEVCO Accounts"). Although LEVCO does not control the LEVCO Accounts,
pursuant to Rule 13d-3(a), the shares beneficially owned by the LEVCO
Accounts, with respect to which the LEVCO Accounts have delegated to LEVCO
voting power and/or dispositive power, are considered to be shares
beneficially owned by LEVCO, and thus BKF, by reason of such delegated
powers. Of the 61,212 shares of CTO Common Stock held by the LEVCO
Accounts, LEVCO has voting power over 12,372 of those shares and
dispositive power over all 61,212 shares of CTO Common Stock.
Bob D. Allen owns 96,420 shares of CTO Common Stock, which includes 76,800
shares subject to options that are exercisable within 60 days of the date
hereof.
J. Barton Goodwin owns 800 shares of CTO Common Stock.
James P. Gorter may be deemed to beneficially own 6,400 shares of CTO
Common Stock, 2,400 of which he owns directly and 4,000 of which are held
directly by his spouse.
John A. Levin may be deemed to indirectly beneficially own 18,672 shares of
CTO Common Stock held in LEVCO Accounts for the benefit of his spouse and
children.
David D. Peterson owns 4,000 shares of CTO Common Stock.
Melody L. Prenner Sarnell owns 200 shares of CTO Common Stock.
BKF specifically disclaims beneficial ownership of all shares of CTO Common
Stock reported herein other than the 5,000,000 shares held by BKF directly.
Item 4. Purpose of Transaction
The 5,000,000 shares of CTO Common Stock held directly by BKF are a part of
BKF's investment portfolio, as an investment in a "controlled" "affiliated
person" within the meaning of those terms in the Investment Company Act of
1940, as amended. BKF, as the parent company of LEVCO, may be deemed to be
the beneficial owner of the 61,212 shares of CTO Common Stock held in the
LEVCO Accounts.
See Item 3 for additional information which may be required by this Item 4.
BKF has no present plans or proposals which relate to or would result in
any of the following (although BKF reserves the right to develop such plans
or proposals or any
<PAGE>
other plans relating to CTO and to take action with respect thereto): (i)
the acquisition by any person of additional securities of CTO, or the
disposition of securities of the CTO; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
CTO or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of CTO or any of its subsidiaries; (iv) any change in the
present board of directors or management of CTO, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the CTO's business or
corporate structure; (vi) any material change in the present capitalization
or dividend policy of CTO; (vii) changes in CTO's certificate of
incorporation, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of CTO by any person;
(viii) causing a class of securities of CTO to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(ix) a class of equity securities of CTO becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended; or (x) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
(a)-(b)
<TABLE>
<CAPTION>
Name Shared
Sole Power Shared Power Sole Power Power to
to Dispose to Dispose to Vote Vote %
<S> <C> <C> <C> <C> <C>
BKF 5,000,000 61,212 5,000,000 12,372 81
Bob D. Allen 96,420 96,420 1.5
J. Barton Goodwin 800 800 --
James P. Gorter 2,400 4,000 2,400 4,000 --
John A. Levin 18,672 18,672 --
David D. Peterson 4,000 4,000 --
Melody L. Prenner Sarnell 200 200 --
</TABLE>
BKF disclaims beneficial ownership of any of the shares of CTO Common Stock held
by its directors and executive officers.
(c) See Item 3 for additional information which may be required by this Item 5.
Except as described in Item 3, no transactions in CTO Common Stock were
effected during the past 60
<PAGE>
days by BKF, and to the best of BKF's knowledge, no executive officer or
director of BKF has effected any transactions in CTO Common Stock during
the past sixty days.
(d) Not Applicable.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
None
Item 7. Material to be Filed as Exhibits
None
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July __, 1996
BAKER, FENTRESS & COMPANY
BY /s/ James P. Koeneman
---------------------------------
James P. Koeneman, Executive Vice
President and Secretary
