<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:
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(4) Date Filed:
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<PAGE>
BAKER, FENTRESS & COMPANY
Established 1891
SUITE 3510 . 200 WEST MADISON STREET . CHICAGO, ILLINOIS 60606 . (800) BKF-1891
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 11, 1998
To Our Shareholders:
The annual meeting of shareholders of Baker, Fentress & Company will be
held at The Midland Hotel, Adams Room, 172 West Adams at LaSalle, Chicago,
Illinois 60603, on Thursday, June 11, 1998, at 10:30 a.m., local time, for the
following purposes:
1. To elect five 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 April 29, 1998, are
entitled to vote at the meeting.
By Order of the Board of Directors
James P. Koeneman
Secretary
Chicago, Illinois
May 4, 1998
Please indicate your voting instructions on the enclosed proxy card, date
and sign, and return it in the enclosed envelope. Please mail the proxy card
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 April 29, 1998 are
entitled to participate in the meeting and to cast one vote for each share held.
The Company had 35,983,081 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 May 4, 1998.
SHAREHOLDERS OF THE COMPANY MAY OBTAIN, WITHOUT CHARGE, COPIES OF THE
COMPANY'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT BY WRITING TO THE
COMPANY AT ITS EXECUTIVE OFFICES LOCATED AT 200 WEST MADISON STREET, SUITE 3510,
CHICAGO, IL 60606, OR BY CALLING (800) BKF-1891.
ITEM 1. ELECTION OF DIRECTORS
===============================================================================
Five 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 2001: Bob D. Allen, David D. Peterson, William
H. Springer and Dean J. Takahashi, all of whom are now directors. The board has
nominated Jessica M. Bibliowicz, who is also now a director, for election to a
term expiring at the annual meeting in 2000. Mr. Takahashi and Ms. Bibliowicz
were named by the directors to fill vacancies on the board and have not
previously been elected by shareholders. 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.
2
<PAGE>
Directors Nominated for Election
<TABLE>
<CAPTION>
Class and
Name, Age, and Principal Occupation Director Expiration
Since January 1, 1993 Since of Term Other Business Affiliation
- -------------------------------------------------- -------- ---------- ----------------------------------------------------
<S> <C> <C> <C>
Bob D. Allen--age 63* 1992 II 1998 Director of First Union - Florida
Chairman, president, chief executive officer
and director of Consolidated-Tomoka Land
Co. since 1990
David D. Peterson--age 67(2)(3) 1983 II 1998 Chairman of executive committee and director of
Retired, since June 1996; prior thereto, Consolidated-Tomoka Land Co.
president and chief executive officer of the
Company
William H. Springer--age 68(2) 1992 II 1998 Director of Walgreen Co. and trustee of the Benchmark
Retired; former vice chairman and director of Funds (4 funds) and the Goldman Sachs group of
Ameritech Corp. investment funds (3 funds)
Dean J. Takahashi--age 40 1997 II 1998
Senior director of investments, Yale University
Jessica M. Bibliowicz--age 38* 1997 I 2000
President and chief operating officer of John
A. Levin & Co., Inc., investment adviser to
and subsidiary of the Company, and Levin
Management Co., Inc., a wholly-owned
subsidiary of the Company, since July 1997;
prior thereto, chairman and chief executive
officer of Smith Barney Mutual Funds
Management, Inc. and executive vice
president of Smith Barney Inc., 1994-1997;
prior thereto, senior vice president of
Prudential Securities
</TABLE>
Directors Continuing in Office
<TABLE>
<CAPTION>
Class and
Name, Age, and Principal Occupation Director Expiration
Since January 1, 1993 Since of Term Other Business Affiliation
- -------------------------------------------------- -------- ---------- -----------------------------------------------------
<S> <C> <C> <C> <C>
Frederick S. Addy--age 66 (2) 1988 I 2000 Director of J.P. Morgan Funds (7 funds) and EEX, Inc.
Retired; former executive vice president, chief (an international oil and gas exploration company)
financial officer and director of Amoco
Corporation
David D. Grumhaus--age 62 (1)(3) 1988 I 2000 Director of Niche Software Systems, Inc. (computer
President of Casey Travel Corporation (travel software company)
agency)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Class and
Name, Age, and Principal Occupation Director Expiration
Since January 1, 1993 Since of Term Other Business Affiliation
- -------------------------------------------------- -------- ---------- ----------------------------------------------------
<S> <C> <C> <C>
Jeffrey A. Kigner--age 37* 1996 I 2000
Co-chairman of John A. Levin & Co., Inc.,
investment adviser to and subsidiary of the
Company, and Levin Management Co., Inc., a
wholly-owned subsidiary of the Company,
since July 1997, and chief investment officer
of John A. Levin & Co., Inc., since September
1997; prior thereto, executive vice president
of John A. Levin & Co., Inc., June 1996-June
1997; prior thereto, securities analyst/portfolio
manager at John A. Levin & Co., Inc.
Eugene V. Fife--age 57 (4) 1996 III 1999 Director of Eclipsys Corporation (hospital information
President, chief executive officer, and systems and solutions company)
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 51 (1)(4) 1987 III 1999
Managing director of BCI Advisors, Inc.
(private capital investment group), general
partner of Bridge Investors II and Teaneck
Associates and member of GroCap Investors,
L.L.C. and Glenpointe Associates, LLC
James P. Gorter--age 68* (1) 1978 III 1999 Director of Consolidated-Tomoka Land Co., Levin
Chairman of the board of the Company; Management Co., Inc. and Caterpillar, Inc. (heavy
limited partner of Goldman, Sachs & Co. equipment manufacturer)
(investment bankers)
John A. Levin--age 59* (1) 1996 III 1999 Director of Morgan Stanley group of investment
President and chief executive officer of the funds (7 funds)
Company and co-chairman and chief executive
officer of John A. Levin & Co., Inc.,
investment adviser to and subsidiary of the
Company, and Levin Management Co., Inc., a
wholly-owned subsidiary of the Company,
since June 1996; prior thereto, president of
and securities analyst/portfolio manager at
John A. Levin & Co., Inc.
Burton G. Malkiel--age 65 (3) 1982 III 1999 Director of Prudential Insurance Co. of America,
Professor of Economics, Princeton University Southern New England Telecommunications, Inc., Banco
Bilbao Vizcaya Gestinova (Spanish bank) and Vanguard
group of investment companies (12 funds)
</TABLE>
Notes to Tables
* 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; Mr. Kigner and Ms.
Bibliowicz, as officers of Levin Management Co., Inc. and its subsidiaries.
4
<PAGE>
(1) Member of the executive committee, which has the authority during intervals
between meetings of the board of directors to exercise the power 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 eight meetings during 1997.
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 1997. 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) Member of the nominating committee, which had no meetings during 1997. 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 5.0 million, or 79.9%, of the outstanding shares of
Consolidated-Tomoka Land Co.
During 1997, the board of directors conducted six meetings, including
regularly scheduled and special meetings. Each director attended at least 75%
of the meetings of the board of directors and committees on which he/she served
during 1997.
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 1997 the
directors and officers filed all such reports within the specified time period
except Ms. Bibliowicz, Mr. Grumhaus and Mr. Koeneman, each of whom 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, 1998. 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 meeting and will be available to respond to any appropriate questions raised
at the meeting. The
5
<PAGE>
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.
INTERESTS IN STOCK
================================================================================
The table below contains information as of March 31, 1998 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 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 March 31, 1998.
<TABLE>
<CAPTION>
Shares of Baker, Fentress & Company
---------------------------------------------------------------
Power Over Voting
or Disposition of
Outright Other Shares (a) Aggregate
Ownership ------------------ ----------------------
of Shares Alone Shared Shares Percent
------------ ------ --------- ------------ --------
<S> <C> <C> <C> <C> <C>
Frederick S. Addy......... 3,466 -- -- 3,466 0.01
Bob D. Allen.............. 31,284 -- 38,939 70,223 0.20
Jessica M. Bibliowicz..... -- -- -- -- 0.00
Eugene V. Fife............ 5,126 -- -- 5,126 0.01
Barton Goodwin............ -- -- 658,563 658,563 1.83
James P. Gorter........... 107,868 21,805 491,590 621,263 1.73
David D. Grumhaus......... 6,666 -- 463,498 470,164 1.31
Jeffrey A. Kigner......... 333,892 -- -- 333,892 0.93
John A. Levin............. 3,721,660 -- 43,874 3,765,534 10.47
Burton G. Malkiel......... -- -- 20,000 20,000 0.06
David D. Peterson......... 26,926 -- -- 26,926 0.07
William H. Springer....... 5,000 -- -- 5,000 0.01
Dean J. Takahashi......... 1,000(b) -- -- 1,000(b) 0.00
James P. Koeneman......... 1,215 1,126 416 2,757 0.01
Julie Heironimus.......... -- -- 20 20 0.00
Scott E. Smith............ 1,500 -- 3,305 4,805 0.01
--------- ------ --------- ---------
Directors and officers
as a group (17 persons).. 4,245,603 22,931 1,720,205 5,988,739 16.64
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares of Consolidated-Tomoka Land Co.
----------------------------------------------------------
Power Over Voting CTO Shares O/S
or Disposition of 6,261,272
Outright Other Shares (a) Aggregate
Ownership ----------------- -------------------
of Shares Alone Shared Shares Percent
--------- ------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Bob D. Allen.............. 91,540(c) -- -- 91,540(c) 1.46
J. Barton Goodwin......... -- -- 800 800 0.01
James P. Gorter........... 2,400 -- 4,000 6,400 0.10
John A. Levin............. -- -- 36,844 36,844 0.59
David D. Peterson......... 4,000 -- -- 4,000 0.06
--------- ------- ------- ------ -------
Directors and officers
as a group (17 persons).. 97,940 -- 41,644 139,584 2.23
- --------------
</TABLE>
Notes to Tables:
(a) Each person disclaims beneficial ownership of such shares.
(b) Mr. Takahashi's totals reflect the number of shares he owned as of April
22, 1998.
(c) Includes 22,400 shares subject to options held by Mr. Allen that were
exercisable within 60 days of December 31, 1997.
EXECUTIVE OFFICERS
================================================================================
In addition to James P. Gorter and John A. Levin, the current executive
officers of the Company are:
<TABLE>
<CAPTION>
Name, Age, and Principal Occupation Year First
Since January 1, 1993 Office(a) Elected
- ------------------------------------------------------------ ----------------------- -----------------------
<S> <C> <C>
James P. Koeneman--age 50 Executive vice 1983
Executive vice president and secretary of the Company president
(administrative and financial officer) and secretary
Scott E. Smith--age 43 Executive vice 1989
Executive vice president of the Company (portfolio president
manager--private placement portfolio)
Julie Heironimus--age 38 Treasurer and 1998
Treasurer and assistant secretary of the Company assistant secretary
</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.
7
<PAGE>
COMPENSATION
================================================================================
The following table sets forth compensation paid by the Company during 1997
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 Total
Compensation as Part of the Compensation
from the Company's from the
Name of Person, Position Company(a) Expenses Company
- ------------------------ ------------ ---------------- ------------
<S> <C> <C> <C>
Frederick S. Addy.......................... $ 25,700 none $ 25,700
Director
Bob D. Allen............................... 23,200 none(b) 23,200(b)
Director
Jessica Bibliowicz......................... 14,000 none(d) 14,000(d)
Director
Eugene V. Fife............................. 22,700 none 22,700
Director
J. Barton Goodwin.......................... 24,200 none 24,200
Director
James P. Gorter............................ 39,450 none 39,450(c)
Chairman of the board and director
David D. Grumhaus.......................... 25,200 none 25,200
Director
Jeffrey A. Kigner.......................... 23,200 none(d) 23,200(d)
Director
John A. Levin.............................. 50,000 none(d) 50,000(d)
President, Chief Executive Officer and
Director
Burton G. Malkiel.......................... 23,700 none 23,700
Director
David D. Peterson.......................... 26,450 none 26,450(c)
Director
William H. Springer........................ 25,700 none 25,700
Director
Dean J. Takahashi.......................... 5,500 none 5,500
Director
James P. Koeneman.......................... 233,126 30,000 263,126
Executive Vice
President and Secretary
Scott E. Smith............................. 280,168 30,000 310,168
Executive Vice President
Janet Sandona Jones........................ 116,690 28,250 144,940
Former Vice President and Treasurer
</TABLE>
8
<PAGE>
Notes to Compensation Table:
(a) The amounts shown in this column include the Company's contributions to the
Company's money purchase pension plan and deferred 1997 compensation from
the Company. The Company will defer compensation only for purposes of the
current tax year. The amount of deferred compensation for 1997 included in
the table above and payable by the Company to the officers listed above at
December 31, 1997 was: Mr. Koeneman - $72,000; Ms. Jones - $32,000; and Mr.
Smith - $125,000. 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 Consolidated-Tomoka Land Co. plan upon retirement
at age 65 to a person with final average earnings of $160,000 or more and
10 years of service would be approximately $27,042 annually. At December
31, 1997, Mr. Allen was expected to be credited with seven years of
service.
(c) Mr. Gorter and Mr. Peterson receive compensation from CTO as directors of
that company which is in addition to the amounts shown.
(d) Ms. Bibliowicz, Mr. Kigner and Mr. Levin receive compensation from Levin
Management Co., Inc. for their services as officers and employees of that
company and its subsidiaries, which is in addition to the amounts shown.
Ms. Bibliowicz, Mr. Kigner and Mr. Levin 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'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 aggregate contributions to the plan for the participant and the
investment performance of those assets.
9
<PAGE>
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 1999 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, 1998. 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.
10
<PAGE>
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.
May 4, 1998
11
<PAGE>
PROXY BAKER, FENTRESS & COMPANY PROXY
Proxy Solicited By The Board Of Directors
For The Annual Meeting of Shareholders - June 11, 1998
Frederick S. Addy, David D. Grumhaus and Jeffrey A. Kigner, 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 The Midland
Hotel, Adams Room, 172 W. Adams at LaSalle, Chicago, IL 60603, on Thursday, June
11, 1998, at 10:30 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:
------------------------
-------------------------------------
-------------------------------------
All capitalized terms used in (Continued and to be signed on reverse side.)
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.
4113-Baker, Fentress & Company
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
The Board of Directors recommends that you vote FOR all nominees and FOR the
other proposal below.
1. Election of directors-Nominees: Bob D. FOR WITHHOLD FOR ALL
Allen, Jessica M. Bibliowicz, David D. ALL ALL EXCEPT
Peterson, William H. Springer, and Dean J. _____ ______ _____
Takahashi.
_________________________________
(Except Nominee(s) written above)
2. To ratify the selection of Ernst & Young FOR AGAINST ABSTAIN
LLP as the 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: _________________, 1998
Signature(s) __________________________________________________________________
_______________________________________________________________________________
Please vote, sign, date and return this proxy card promptly using the enclosed
envelope.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[MAP OF LOCATION OF MEETING]
