<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Baker, Fentress & Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
Baker, Fentress & Company
Established 1891
SUITE 3510 . 200 WEST MADISON STREET . CHICAGO, ILLINOIS 60606 . (800) BKF-1891
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 17, 1997
================================================================================
To Our Shareholders:
The annual meeting of shareholders of Baker, Fentress & Company will be held
at the Daytona Beach Hilton Resort, 2637 South Atlantic Avenue, Daytona Beach,
Florida 32118, on Thursday, April 17, 1997, at 10:00 a.m., local time, for the
following purposes:
1. To elect three directors;
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the Company; and
3. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on February 24, 1997 are
entitled to vote at the meeting.
By Order of the Board of Directors
James P. Koeneman
Executive Vice President and Secretary
Chicago, Illinois
February 26, 1997
You are requested to indicate voting instructions on the enclosed proxy, date
and sign, and return it in the enclosed envelope. Please mail your proxy
promptly to help save the cost of additional solicitations.
<PAGE>
PROXY STATEMENT
================================================================================
The board of directors of the Company is soliciting proxies from shareholders
for use at the annual meeting referred to in the notice which this proxy
statement accompanies and at any adjournment or adjournments of such meeting.
Proxies properly executed and returned in a timely manner will be voted at the
annual meeting in accordance with the directions specified therein. A proxy may
be revoked at any time before it is voted, either in person at the meeting, by
written notice to the Company, or by delivery of a later dated proxy.
Shareholders of record at the close of business on February 24, 1997 are
entitled to participate in the meeting and to cast one vote for each share held.
The Company had 34,042,181 shares of common stock outstanding on the record
date. There is no other class of stock outstanding. Proxy material is first
being mailed to shareholders on or about February 26, 1997. The 1996 annual
report to shareholders is being or has been mailed to the shareholders to whom
this notice and proxy statement are being sent.
ITEM 1. ELECTION OF DIRECTORS
================================================================================
Three directors are to be elected at the meeting. The board of directors has
nominated the following persons to serve as directors for terms expiring at the
annual meeting of shareholders in 2000: Frederick S. Addy, David D. Grumhaus,
and Jeffrey A. Kigner, all of whom are now directors. Richard M. Jones, a
director since 1988, will retire as of the annual meeting, creating a vacancy on
the board of directors. As the board has not yet identified a candidate to stand
for election to fill such vacancy, no nominee has been proposed to replace Mr.
Jones and the proxies will not be voted to fill that vacancy. If any nominee
should be unable to serve, the proxies will be voted for such other person as
shall be determined by the persons named as proxies in accordance with their
judgment. Shareholders are entitled to one vote per share in the election of
directors, with no right of cumulation. Directors will be elected by plurality
vote of the shares present at the meeting, in person or by proxy, if a quorum is
present.
Additional information concerning the nominees and the directors who are
continuing in office appears below.
Directors Nominated for Election
<TABLE>
<CAPTION>
Class and
Name, Age, and Principal Occupation Director Expiration
Since January 1, 1992 Since of Term Other Business Affiliations
- ----------------------------------- -------- ---------- ----------------------------------------------------------
<S> <C> <C> <C>
Frederick S. Addy--age 65 (2) 1988 I 1997 Director of JPM Pierpont Fund (a mutual fund) and Enserch
Retired; prior thereto, Exploration, Inc. (an oil and gas exploration company)
executive vice president,
chief financial officer and
director of Amoco Corporation
David D. Grumhaus--age 61 (1)(3) 1988 I 1997 Director of Niche Software Systems, Inc.
President of Casey Travel (computer software company)
Corporation (travel agency) since
1991; prior thereto, president of
Chicago Ventures, Inc. and vice
president and director of Chicago
Capital Fund (venture capital
firms)
Jeffrey A. Kigner--age 36* (7) 1996 I 1997
Executive vice president of John A.
Levin & Co., Inc., investment advisor
to and subsidiary of the Company
since June 1996; prior thereto,
portfolio manager for predecessor
to John A. Levin & Co., Inc.
</TABLE>
- ----------
See notes beginning on page 3.
1
<PAGE>
Directors Continuing in Office
<TABLE>
<CAPTION>
Class and
Name, Age, and Principal Occupation Director Expiration
Since January 1, 1992 Since of Term Other Business Affiliations
- -------------------------------------------- -------- ---------- -------------------------------------------------
<S> <C> <C> <C>
Bob D. Allen--age 62* 1992 II 1998 Director of First Union Corporation of Florida and
President, chief executive officer and First Union National Bank of Flordia
director of Consolidated-Tomoka Land Co.
since 1990; prior thereto, vice chairman
of First Union Corporation (bank holding
company)
Eugene V. Fife--age 56 (2)(8) 1996 III 1999
President, chief executive officer, and co-
chairman of the board of directors of
Multimedia Medical Systems (computer
software company) since August 1996 and
limited partner of Goldman, Sachs & Co.
(investment bankers) since 1995; prior
thereto, general partner and member of
the management committee of Goldman,
Sachs & Co.
J. Barton Goodwin--age 50 (1)(8) 1987 III 1999
General partner of Bridge Investors II,
Teaneck Associates, and GroCap Investors,
L.L.C., member of Glenpointe Associates,
LLC and managing director of BCI Advisors,
Inc. (private capital investment group)
James P. Gorter--age 67* (1) 1978 III 1999 Director of Consolidated-Tomoka Land Co.,
Chairman of the board of the Company since Levin Management Co., Inc. and Caterpillar, Inc.
1987; limited partner of Goldman, Sachs & Co. (heavy equipment manufacturer)
(investment bankers) since December 1988;
prior thereto, general partner and member of
the management committee of Goldman,
Sachs & Co.
John A. Levin--age 58* (1)(7) 1996 III 1999 Director of Morgan Stanley group of investment
President and chief executive officer of funds (4)
the Company and President of John A. Levin
& Co., Inc., investment adviser to and
subsidiary of the Company since June
1996; prior thereto president of and
securities analyst/portfolio manager for
predecessor to John A. Levin & Co., Inc.
Burton G. Malkiel--age 64 (3) 1982 III 1999 Director of Prudential Insurance Co. of America,
Chemical Bank Chairman's Professor of Amdahl Corp. (computer manufacturer),
Economics, Princeton University; former Southern New England Telecommunications,
member of the President's Council of Inc. and Vanguard group of investment
Economic Advisers companies (5)
David D. Peterson--age 66 1983 II 1998 Chairman and director of Consolidated-Tomoka
Retired June 1996; prior thereto, president Land Co.
and chief executive officer of the Company
</TABLE>
- ----------
See notes beginning on page 3.
2
<PAGE>
Directors Continuing in Office
<TABLE>
<CAPTION>
Class and
Name, Age, and Principal Occupation Director Expiration
Since January 1, 1992 Since of Term Other Business Affiliations
- ----------------------------------- -------- ---------- -------------------------------------------------------------------
<S> <C> <C> <C>
Melody L. Prenner Sarnell--age 1996 II 1998
41* (7)
Executive vice president of John
A. Levin & Co., Inc.,
investment advisor to and
subsidiary of the Company
since June 1996; prior thereto,
portfolio manager for predecessor
to John A. Levin & Co., Inc.
William H. Springer--age 67 (2) 1992 II 1998 Director of Walgreen Co. and trustee of the
Retired; vice chairman and Benchmark Funds and the Goldman Sachs
director of Ameritech Corp. group of investment funds (6)
1991 to 1992; prior thereto,
vice chairman, chief financial and
administrative officer and director
</TABLE>
- ----------
Notes to Table
* These directors are "interested persons" of the Company (as defined in
the Investment Company Act), as follows: Mr. Allen, as president and
chief executive officer of Consolidated-Tomoka Land Co., a controlled
affiliate of the Company; Mr. Gorter, as an officer of the Company; Mr.
Levin, as an officer of the Company and of Levin Management Co., Inc.
and its subsidiaries, and as an affiliate of the Company because of his
ownership of more than 5% of the Company's Common Stock; Ms. Sarnell
and Mr. Kigner, as officers of Levin Management Co., Inc. and its
subsidiaries.
(1) Member of the executive committee, which has the authority during
intervals between meetings of the board of directors to exercise the
powers of the board, with certain exceptions. Mr. Grumhaus is the first
alternate member of the executive committee.
(2) Member of the compensation committee, which had three meetings during
1996. The committee makes recommendations to the board of directors
concerning the Company's compensation policies. The committee also
administers the Levin Management Co., Inc. and Subsidiaries Key
Employee Incentive Bonus Plan.
(3) Member of the audit committee, which had two meetings during 1996. The
committee makes recommendations regarding the selection of independent
auditors and meets with representatives of the Company's independent
auditors to determine the scope and review the results of each audit.
(4) The Morgan Stanley group of investment funds, of which Mr. Levin is a
director, includes Morgan Stanley Africa Investment Fund, Inc.; Morgan
Stanley Asia - Pacific Fund, Inc.; Morgan Stanley Emerging Markets
Fund, Inc.; Morgan Stanley Emerging Markets Debt Fund, Inc.; Morgan
Stanley Global Opportunity Bond Fund, Inc.; The Morgan Stanley High
Yield Fund, Inc.; and The Morgan Stanley India Investment Fund, Inc.
(5) The Vanguard group of investment companies, of which Mr. Malkiel is a
director, includes Explorer Fund, Gemini Fund, W. L. Morgan Growth
Fund, Primecap Fund, Trustees Commingled Equity Fund, Vanguard Fixed
Income Securities Fund, Vanguard Index Trust, Vanguard Money Market
Fund, Vanguard Municipal Bond Fund, Wellesley Income Fund, Wellington
Fund, and Windsor Fund.
(6) The Goldman Sachs group of investment funds, of which Mr. Springer is a
trustee, includes Goldman Sachs Equity Portfolios, Inc., Goldman Sachs
Trust and Goldman Sachs Money Market Trust.
3
<PAGE>
(7) In June 1996, the Company's wholly-owned subsidiary, JALC Acquisition
Corp., completed its merger with John A. Levin & Co., Inc. ("Old
Levco"), a New York-based investment adviser of which Messrs. Levin and
Kigner and Ms. Sarnell were officers and employees. Following the
merger, JALC Acquisition Corp. changed its name to Levin Management
Co., Inc., and contributed its assets to a newly formed subsidiary,
also named John A. Levin & Co., Inc., which continued the investment
advisory business of Old Levco.
(8) Member of the nominating committee, which had no meetings during 1996.
The committee makes recommendations to the board of directors regarding
the selection of candidates to be nominated for election to the board.
The committee does not consider nominees recommended by shareholders.
The Company owns 5 million, or 79.9%, of the outstanding shares of
Consolidated-Tomoka Land Co.
During 1996, the board of directors conducted seven meetings, including
regularly scheduled and special meetings. Each director, except Mr. Addy,
attended at least 75% of the meetings of the board of directors and committees
on which he served during 1996.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director and officer of the Company is required to report his or her
transactions in shares of Company common stock to the Securities and Exchange
Commission within a specified period following a transaction. During 1996 the
directors and officers filed all such reports within the specified time period
except Messrs. Carhart and Koeneman who each filed one report covering one
transaction for one account late.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
================================================================================
The Company's board of directors, including a majority of the directors who
are not interested persons of the Company, have selected Ernst & Young LLP,
independent auditors, to audit the financial statements of the Company for the
year ending December 31, 1997. Ernst & Young LLP has served the Company in this
capacity since 1987 and has no direct or indirect financial interest in the
Company except as independent auditors. The selection of Ernst & Young LLP as
independent auditors of the Company is being submitted to the shareholders for
ratification. A representative of Ernst & Young LLP is expected to be present at
the shareholders' meeting and will be available to respond to any appropriate
questions raised at the meeting. The representative from Ernst & Young LLP also
will have the opportunity to make a statement if he desires to do so.
OTHER MATTERS
================================================================================
The management of the Company does not intend to bring any other matters
before the meeting, and it does not know of any proposals to be presented to the
meeting by others. If any other matter comes before the meeting, however, the
persons named in the proxy solicited by the board of directors will vote thereon
in accordance with their judgment.
4
<PAGE>
INTERESTS IN STOCK
================================================================================
The table below contains information as of December 31, 1996 on the number of
shares of common stock of the Company and of its controlled affiliate,
Consolidated-Tomoka Land Co., as to which each director and each named officer
of the Company and all directors and officers of the Company as a group, had
outright ownership, or, alone or with others, any power to vote or dispose of
the shares, or to direct the voting or disposition of the shares by others, and
the percentage of the aggregate of such shares to all of the outstanding shares
of the respective companies. Mr. Levin is the only person, and Mr. Levin, Ms.
Sarnell and Mr. Kigner are members of the only group of persons, known by the
Company to own more than 5% of the Company's stock as of December 31, 1996.
<TABLE>
<CAPTION>
Shares of Baker, Fentress & Company
-------------------------------------------------------------------------
Power Over Voting
Outright or Disposition of
Ownership Other Shares(a) Aggregate
--------------------- ---------------------
of Shares Alone Shared Shares Percent
--------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Frederick S. Addy....................... 2,995 - - 2,995 -
Bob D. Allen............................ 27,782 - 34,580 62,362 0.2%
Eugene V. Fife.......................... - - - - -
J. Barton Goodwin....................... - - 640,998 640,998 1.9%
James P. Gorter......................... 95,791 47,835 491,590 635,216 1.9%
David D. Grumhaus....................... 5,920 - 429,551 435,471 1.3%
Richard M. Jones........................ 15,682 - - 15,682 -
Jeffrey A. Kigner....................... 333,892 - - 333,892 1.0%
John A. Levin........................... 3,797,780 - 32,572 3,830,352 11.3%
Burton G. Malkiel....................... - - 33,625 33,625 0.1%
David D. Peterson....................... 26,926 - - 26,926 0.1%
Melody L. Prenner Sarnell............... 417,366 - - 417,366 1.2%
William H. Springer..................... 4,000 - - 4,000 -
Steven C. Carhart (b)................... 207 - 625 832 -
James P. Koeneman....................... 1,080 1,000 370 2,450 -
Janet Sandona Jones..................... - - - - -
Scott E. Smith.......................... - - 2,936 2,936 -
--------- ------ --------- --------- -----
Directors, officers and nominees
as a group (18 persons)............. 4,729,421 48,835 1,666,847 6,445,103 19.0%
Shares of Consolidated-Tomoka Land Co.
-------------------------------------------------------------------------
Power Over Voting
Outright or Disposition of
Ownership Other Shares(a) Aggregate
--------------------- ---------------------
of Shares Alone Shared Shares Percent
--------- -------- --------- --------- ---------
Bob D. Allen............................. 121,220(c) - - 121,220(c) 1.9%
J. Barton Goodwin....................... - - 800 800 -
James P. Gorter......................... 2,400 - 4,000 6,400 0.1%
John A. Levin........................... - - 36,844 36,844 0.6%
David D. Peterson....................... 4,000 - - 4,000 0.1%
Melody L. Prenner Sarnell............... 200 - - 200 -
-------- ------ --------- --------- -----
Directors, officers and nominees
as a group (18 persons).............. 127,820 - 41,644 169,464 2.7%
</TABLE>
- ----------
See notes on page 6.
5
<PAGE>
- ----------
Notes to Stock Ownership Table:
(a) Each person disclaims beneficial ownership of the shares indicated.
(b) Mr. Carhart resigned as an officer of the Company on June 30, 1996, and his
share ownership information is as of approximately that date.
(c) Includes 101,600 shares subject to options held by Mr. Allen that were
exercisable within 60 days of December 31, 1996.
EXECUTIVE OFFICERS
================================================================================
In addition to James P. Gorter and John A. Levin, the executive officers of
the Company are:
<TABLE>
<CAPTION>
Name, Age and Principal Occupation Year First
since January 1, 1992 Office(a) Elected
- --------------------------------------------------------------- -------------- ---------
<S> <C> <C>
James P. Koeneman--age 48....................................... Executive vice 1983(b)
Executive vice president and secretary of the Company president
(administrative and financial officer) and secretary
Scott E. Smith--age 42.......................................... Executive vice 1989(b)
Executive vice president of the Company (portfolio manager president
-private placement portfolio)
Todd H. Steele--age 34.......................................... Vice president 1996
Vice president of the Company; prior thereto, vice president
of Heller Financial, Inc., and Heller Equity Corporation
Janet Sandona Jones--age 40..................................... Vice president 1986(c)
Vice president and treasurer of the Company and treasurer
</TABLE>
- ----------
(a) Each officer of the Company generally holds office until the first meeting
of the Board of Directors after the annual meeting of shareholders and until
his or her successor is elected and qualified.
(b) In 1996, Messrs. Koeneman and Smith's titles were changed from vice
president to executive vice president.
(c) In 1996, Ms. Jones was elected to the additional office of vice president.
6
<PAGE>
CASH COMPENSATION
================================================================================
The following table sets forth cash compensation paid by the Company during
1996 to (i) each of the directors of the Company and (ii) each of the three
highest-paid executive officers of the Company whose aggregate compensation paid
by the Company exceeded $60,000.
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Accrued
Compensation as Part of the Total
from the Company's Compensation
Name of Person, Position Company(a) Expenses from Company
- -------------------------------------------------- ------------ --------------- ------------
<S> <C> <C> <C>
Frederick S. Addy................................ $ 16,500 none $ 16,500
Director
Bob D. Allen..................................... 16,900 none (b) 16,900(b)
Director
Eugene V. Fife.................................... 12,550 none 12,550
Director
J. Barton Goodwin................................. 16,900 none 16,900
Director
James P. Gorter................................... 30,150 none 30,150(c)
Chairman of the Board and Director
David D. Grumhaus................................. 17,400 none 17,400
Director
Richard M. Jones.................................. 17,400 none 17,400
Director
Jeffrey A. Kigner................................. 11,100 none (d) 11,100(d)
Director
John A. Levin...................................... 25,000 none (d) 25,000(d)
President, Chief Executive Officer and Director
Burton G. Malkiel.................................. 17,400 none 17,400
Director
David D. Peterson................................... 174,842 $30,000 204,842(c)
Director
Melody L. Prenner Sarnell........................... 11,100 none (d) 11,100(d)
Director
William H. Springer.................................. 17,200 none 17,200
Director
James P. Koeneman.................................... 223,450 30,000 253,450
Executive Vice President and Secretary
Janet Sandona Jones.................................. 116,585 29,146 145,731
Vice President and Treasurer
Scott E. Smith....................................... 227,670 30,000 257,670
Executive Vice President
</TABLE>
- ----------
See notes beginning on page 8.
7
<PAGE>
- ----------
Notes to Cash Compensation Table:
(a) The amounts shown in this column include the Company's contributions to the
Company's money purchase pension plan and deferred 1996 compensation from
the Company. The Company made contributions during 1996 in the aggregate
amount of $49,099 to eliminate a funding deficit in a defined benefit plan
terminated by the Company effective December 31, 1995, which amounts are not
included in the table. The Company will defer compensation only for the
current tax year. The amount of deferred compensation for 1996 included in
the table above and payable by the Company to the officers listed above at
December 31, 1996 was: Mr. Peterson (who was an officer of the Company until
June 30, 1996) - $0; Mr. Koeneman - $67,000; Ms. Jones - $35,000; and Mr.
Smith - $75,000. See also "The Company's Retirement Plan," below.
(b) In addition to the amounts shown, Mr. Allen receives compensation from CTO,
of which he is president. Mr. Allen participates in the CTO defined benefit
pension plan funded by CTO. Pension benefits payable under the CTO plan are
based primarily on years of service and the average compensation for the
highest five years during the final 10 years of employment. The benefit
formula generally provides for a life annuity benefit. The estimated annual
benefit payable under the CTO plan upon retirement at age 65 to a person
with final average earnings of $150,000 or more and 10 years of service
would be approximately $25,444 annually. At December 31, 1996, Mr. Allen was
expected to be credited with six years of service.
(c) Mr. Gorter and Mr. Petersen receive compensation from CTO as directors of
that company which is in addition to the amounts shown.
(d) Mr. Kigner, Mr. Levin and Ms. Sarnell receive compensation from Levin
Management Co. for their services as officers and employees of that company
and its subsidiaries, which is in addition to the amounts shown. Mr. Levin,
Ms. Sarnell and Mr. Kigner participate in the Levin Management Co., Inc.
retirement plan, a money purchase pension plan funded by employer
contributions. The amount of the contribution made for each employee is
determined by a formula which takes into account, among other things, the
age of the employee for whom the contribution is made. The benefit received
under the Levin Management Co., Inc. retirement plan upon retirement depends
on the aggregate contributions to the plan for the participant and the
investment performance of those assets.
The Company has a policy of paying additional compensation to the estate of
any employee who dies while employed by the Company after one full year of
continuous employment. The amount of additional compensation is equal to (i) two
months' salary for one to five years, or three months' salary for five or more
years of continuous employment, and (ii) a pro rata share of an amount equal to
the employee's annual bonus for the year prior to the year of death.
THE COMPANY'S RETIREMENT PLAN
================================================================================
The Company's officers and employees participate in the Company's retirement
plan, contributions to which are included in the cash compensation table. The
Company's retirement plan is a trusteed money purchase pension plan funded by
Company contributions equal to 25% of the compensation paid or accrued to
participating employees, subject to a $30,000 annual contribution limitation per
participant. The benefit received under the retirement plan upon retirement
depends on the
8
<PAGE>
aggregate contributions to the plan for the participant and the investment
performance of those assets.
PROXY SOLICITATION; VOTING; ADJOURNMENT
================================================================================
Proxies will be solicited by mail. Proxies may be solicited by directors,
officers, and a small number of regular employees, personally or by telephone,
telegraph or mail, but such persons will not be specially compensated for such
services. The Company will inquire of any shareholder of record known to be a
broker, dealer, bank, or other nominee as to whether other persons were the
beneficial owners of shares held of record by such persons. If so, the Company
will supply additional copies of solicitation materials for forwarding to
beneficial owners and will make reimbursement for reasonable out-of-pocket
costs. The Company will bear the entire cost of solicitation.
Proxies are tabulated by Harris Trust and Savings Bank, the Company's transfer
agent. Under Delaware law (under which the Company is organized) and the
Company's bylaws, a majority of the shares outstanding on the record date,
excluding shares held in the Company's treasury, must be present at the meeting
in person or by proxy to constitute a quorum for the transaction of business.
Shares abstaining from voting or present but not voting, including broker non-
votes, are counted as "present" for purposes of determining the existence of a
quorum. Broker non-votes are shares held by a broker or nominee for which an
executed proxy is received by the Company, but which are not voted as to one or
more proposals because instructions have not been received from the beneficial
owners or persons entitled to vote and the broker or nominee does not have
discretionary voting power.
Any decision to adjourn the meeting would be made by vote of the shares
present at the meeting, in person or by proxy. Proxies would be voted in favor
of adjournment if there were not enough shares present at the meeting to
constitute a quorum. If sufficient shares were present to constitute a quorum,
but insufficient votes had been cast in favor of an item to approve it, proxies
would be voted in favor of adjournment only if the board of directors determined
that adjournment and additional solicitation was reasonable and in the best
interest of shareholders, taking into account the nature of the proposal, the
percentage of votes actually cast, the percentage of negative votes, the nature
of any further solicitation that might be made and the information provided to
shareholders about the reasons for additional solicitation.
PROPOSALS OF SHAREHOLDERS
================================================================================
Any shareholder proposal to be considered for inclusion in proxy material for
the Company's annual meeting of shareholders in April 1998 must be received at
the principal executive office of the Company (Suite 3510, 200 West Madison
Street, Chicago, Illinois 60606) no later than October 29, 1997. Submission of a
proposal does not guarantee inclusion of the proposal in the proxy statement or
its presentation at the meeting since certain rules under the federal securities
laws must be satisfied.
OTHER
================================================================================
John A. Levin & Co., Inc., a wholly-owned second-tier subsidiary of the
Company, is the Company's investment adviser and manages the Company's portfolio
of publicly-traded securities. The address of John A. Levin & Co., Inc. is One
Rockefeller Plaza, 25th Floor, New York, New York 10020.
February 26, 1997
9
<PAGE>
PROXY BAKER, FENTRESS & COMPANY PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS--APRIL 17, 1997
Eugene V. Fife, J. Barton Goodwin and Burton G. Malklel, or any of them, each
with the power of substitution and revocation, are hereby authorized to
represent the undersigned, with all powers which the undersigned would possess
if personally present, to vote the Common Stock of the undersigned at the annual
meeting of shareholders of BAKER, FENTRESS & COMPANY to be held at Daytona Beach
Hilton Resort, 2637 South Atlantic Avenue, Daytona Beach, Florida 32118, on
Thursday, April 17, 1997 at 10:00 a.m., local time, and at any postponements or
adjournments of that meeting, as set forth below, and in their discretion upon
any other business that may properly come before the meeting.
[_] Check here if you plan to attend the meeting.
[_] Check here for address change.
New Address:________________________________
____________________________________________
____________________________________________
(Continued and to be signed on reverse side.)
All capitalized terms used in this proxy shall have the same
meanings assigned to them in the Proxy Statement.
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
3217-Baker, Fentress & Company
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
The Board of Directors recommends that you vote FOR all nominees and FOR the
other proposal below.
1. Election of directors--Nominees: Frederick S. Addy, FOR WITHHOLD FOR ALL
David D. Grumhaus and Jeffrey A. Kigner ALL ALL EXCEPT
--------------------------------------------------- [_] [_] [_]
(Except Nominee(s) written above)
2. To ratify the election of Ernst & Young LLP as the FOR AGAINST ABSTAIN
Company's independent auditors. [_] [_] [_]
This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named and FOR the other proposal
specified herein.
Please sign exactly as your name appears, if acting as attorney, executor,
trustee, or in representative capacity, sign name and indicate title.
Dated: , 1997
---------------
Signature(s)
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please vote, sign, date and return this proxy card promptly using the enclosed
envelope.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
[MAP APPEARS HERE]
DIRECTIONS TO
ANNUAL
SHAREHOLDER'S
MEETING
3217--Baker, Fentress & Company
