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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Consolidated - Tomoka Land Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
210226106
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(CUSIP)
James P. Koeneman
200 West Madison Street, Suite 3510
Chicago, Illinois 60606
(312) 236-9190
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 (the "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).
CUSIP NO 210226106
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1) Names of Reporting Persons
IRS Identification Nos of Above Persons
Baker, Fentress & Company; 36-0767530
2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
3) SEC use only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or place of Organization
Delaware
Number of Shares (7) Sole Voting Power 5,000,000
Beneficially Owned (8) Shared Voting Power 12,372*
by Each Reporting (9) Sole Dispositive Power 5,000,000
Person With (10) Shared Dispositive Power 60,254
11) Aggregate Amount Beneficially Owned by each Reporting Person
5,060,254
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
79.4%
14) Type of Reporting Person
IV
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* Held through a wholly-owned subsidiary, John A. Levin & Co., Inc.
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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 judgement, 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; limited partner of
Goldman, Sachs & Co.; 200 West Madison Street, Suite 3510,
Chicago, IL 60606.
John A. Levin, director, president and chief executive officer;
chairman and chief executive officer of Levin Management Co. and
its subsidiaries (including LEVCO); address: One Rockefeller
Plaza, 19th Floor, New York, New York, 10020.
Frederick S. Addy, director; retired; address: 5300 Arbutus Cove,
Austin, Texas 78746.
Bob D. Allen, director; chairman, president, chief executive
officer and director of CTO; address: 149 South Ridgewood Avenue,
Daytona Beach, Florida 32114.
3
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Eugene V. Fife, director; president, chief executive officer and co-
chairman of Multimedia Medical Systems; limited partner of Goldman,
Sachs & Co.; address: 400 Ray C. Hunt Drive, Suite 380,
Charlottesville, Virginia 22903.
J. Barton Goodwin, director; 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, Room 1404; Chicago, Illinois
60606.
Jeffrey A. Kigner, director; co-chairman and chief investment officer
of LEVCO and Levin Management Co., Inc.; address: One Rockefeller
Plaza, 19th Floor, New York, New York 10020.
Burton G. Malkiel, director; Professor of Economics, Princeton
University; address: Princeton University, Fisher Hall, Prospect
Avenue, Princeton, New Jersey 08544.
David D. Peterson, director; retired; address: 707 Skokie Blvd., Suite
420, Northbrook, Illinois 60062.
William H. Springer, director; retired; address: 701 Morningside
Drive, Lake Forest, Illinois 60045.
Dean J. Takahashi, director; senior director of investments, Yale
University; address: 230 Prospect Street, New Haven, Connecticut
06511-2107.
Scott E. Smith, executive vice president.
James P. Koeneman, executive vice president and secretary.
Julie Heironimus, 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 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.
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
4
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estate held by the predecessor corporation. BKF's aggregate
investment in CTO, as recorded in BKF's accounts is $5,030,627.
The 60,254 shares reported hereunder held through LEVCO may be deemed to
have been acquired by BFK as a result of a merger transaction in June 1996
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 60,254 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 60,254 shares of CTO Common Stock.
Bob D. Allen owns 161,140 shares of CTO Common Stock, which includes 92,000
shares subject to options that are exercisable within 60 days of the date
hereof.
J. Barton Goodwin may be deemed indirectly to own beneficially 800 shares
of CTO Common Stock.
James P. Gorter may be deemed to own beneficially 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 indirectly to own beneficially 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.
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 60,254 shares of CTO Common Stock held in the
LEVCO Accounts.
See Item 3 for additional information which may be required by this Item 4.
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At a meeting of the Board of Directors of BKF on May 6, 1999, the Board
announced that it had approved a preliminary plan intended to increase
shareholder value. The preliminary plan, which is subject to further board
action and to shareholder approval, calls for BKF to distribute all of its
interest in CTO to BKF's shareholders. The Board of Directors of CTO has
informed BKF that in the event such proposed distribution occurs, that the
board of CTO intends to consider implementing a stock buyback program or
making a self-tender offer. BKF is currently evaluating the timing of the
proposed distribution of CTO shares; no final decision as to timing has
been made.
<TABLE>
<CAPTION>
Item 5. Interest in Securities of the Issuer
(a)--(b)
Sole Power Shared Power Sole Power Shared Power
Name to Dispose to Dispose to Vote to Vote %
---- ----------- ------------ ---------- ------------ -----
<S> <C> <C> <C> <C> <C>
BKF 5,000,000 60,254 5,000,000 12,372 79.4
Bob D. Allen 161,140 161,140 2.5
J. Barton Goodwin 800 800
John A. Levin 18,672 18,672 .3
David D. Peterson 4,000 4,000
</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.
No transactions in CTO Common Stock were effected during the past 60 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.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
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1. Press Release
6
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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: May 7, 1999
BAKER, FENTRESS & COMPANY
By /s/ James P. Koeneman
------------------------------------
James P. Koeneman, Executive Vice
President and Secretary
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ANNEX I
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Set forth below are the names and present principal occupation or
employment of each director and executive officer of BKF. Except for persons
whose business address is set forth below following their occupations, the
business address of each of the persons listed below is the same as that set
forth in Item 2.
POSITION WITH BKF AND PRESENT PRINCIPAL
NAME OCCUPATION AND BUSINESS ADDRESS
- ---- ---------------------------------------
Frederick S. Addy Director of BKF; retired; 5300 Arbutus Cove,
Austin, TX 78746
Bob D. Allen Director of BKF; Chairman, president, chief
executive officer and director of Consolidated-
Tomoka Land Co.; 149 South Ridgewood Avenue,
Daytona Beach, FL 32114
Eugene V. Fife Director of BKF; President, chief executive
officer and co-chairman of the board of
directors of Multimedia Medical Systems;
limited partner of Goldman, Sachs & Co.;
400 Ray C. Hunt Drive, Suite 380,
Charlottesville, VA 22903
J. Barton Goodwin Director of BKF; Managing director of BCI
Advisors, Inc.; general partner of Bridge
Investors II and Teaneck Associates; member of
GroCap Investors, L.L.C. and Glenpointe
Associates, LLC; Glenpointe Centre West,
Teaneck, NJ 07666
James P. Gorter Director of BKF; Chairman of the board of BKF;
limited partner of Goldman, Sachs & Co.
David D. Grumhaus Director of BKF; President of Casey Travel
Corporation; 10 South Riverside Plaza, Room
1404; Chicago, IL 60606
Jeffrey A. Kigner Director of BKF; Co-chairman and chief
investment officer of LEVCO and Levin
Management Co., Inc.; One Rockefeller Plaza,
New York, New York 10020
John A. Levin Director of BKF; President and chief executive
officer of BKF; co-chairman and chief executive
officer of Levin Management Co. and its
subsidiaries; One Rockefeller Plaza, New York,
New York 10020
Burton G. Malkiel Director of BKF; Professor of Economics,
Princeton University; Economics Department,
Fisher Hall, Prospect Avenue, Princeton, NJ
08544
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POSITION WITH BKF AND PRESENT PRINCIPAL
NAME OCCUPATION AND BUSINESS ADDRESS
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David D. Peterson Director of BKF; retired; 707 Skokie Blvd.,
Suite 420, Northbrook, IL 60062
William H. Springer Director of BKF; retired; 701 Morningside
Drive, Lake Forest, IL 60045
Dean J. Takahashi Director of BKF; senior director of
investments, Yale University; Yale University,
230 Prospect St., New Haven, CT 06511-2107
James P. Koeneman Executive vice president and secretary of BKF
Scott E. Smith Executive vice president of BKF
Julie Heironimus Treasurer and assistant secretary of BKF
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
1. Press Release dated May 6, 1999.
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Baker,Fentress&Company
Established 1891
SUITE 3510, 200 WEST MADISON STREET
CHICAGO, ILLINOIS 60606
(312) 236-9190 FAX (312) 236-6772
NEWS RELEASE NEWS RELEASE NEWS RELEASE NEWS RELEASE
Contacts: James P. Koeneman, CFO or Robert Coburn
Baker, Fentress & Company Coburn Communications
1-800-BKF-1891 978-499-9406
For Release: May 6, 1999
BAKER, FENTRESS & COMPANY ADOPTS PRELIMINARY
PLAN TO INCREASE SHAREHOLDER VALUE
COMPANY TO DISTRIBUTE CASH AND CERTAIN ASSETS AND
DE-REGISTER AS AN INVESTMENT COMPANY
(Chicago)--Baker, Fentress & Company (NYSE: BKF) today announced that
its board of directors has approved a preliminary plan intended to increase
shareholder value. The plan, which is subject to further board action and to
shareholder approval, is expected to include the following elements:
1. Sale of substantially all of the Company's portfolio of
investments (other than John A. Levin & Co., Inc. and its related
companies, and Consolidated-Tomoka Land Co.) and distribution of
the net proceeds to shareholders in distributions tentatively
scheduled for the second half of 1999 and early in 2000.
2. Distribution to the Company's shareholders of the Company's
approximately 79% interest in Consolidated-Tomoka Land Company
(AMEX: CTO), a Florida-based real estate and land development
company. Baker Fentress has been informed by the board of
directors of Consolidated-Tomoka that in the event such proposed
distribution occurs the board of Consolidated-Tomoka intends to
consider implementing a stock buyback program or making a self-
tender offer using, among other funds, the net proceeds received
from the recent sale of its citrus properties.
3. Application to the Securities and Exchange Commission to terminate
the Company's status as a registered investment company under the
Investment Company Act of 1940 upon completion of the contemplated
transactions.
4. Continuation of the existence of the Company as a non-investment
company. The primary holding and business of the continuing
company would be the provision of investment management services
through John A. Levin & Co., Inc. John A. Levin & Co. is a New
York-based investment manager focusing on large cap equities. It
is anticipated that the ongoing company would be headquartered in
New York and its shares would remain listed on the New York Stock
Exchange. There can be no assurance that the shares of the ongoing
company will trade in the market at the price at which the Levin
companies are included in calculations of the Company's net asset
value.
-More-
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James P. Gorter, chairman of the board of the Company, said, "For some
time, the board of directors has been concerned about the persistent, large
discount at which Baker Fentress shares have traded in the market. After
thoughtful deliberation over several months, the board has concluded that the
proposed plan is the best way to maximize returns to our shareholders. The
distribution of cash from the liquidation of the Company's publicly-traded
portfolio will allow shareholders to reinvest the proceeds in other investment
alternatives, including the wide array of diversified investment vehicles
available in today's market. By holding directly shares of both Consolidated-
Tomoka and a continuing company that primarily consists of John A. Levin &
Co., Inc., shareholders will have greater flexibility as to such investments.
Because of tax and other constraints, it will take some time to accomplish
this, but we believe our shareholders will benefit from the plan's
implementation."
It is anticipated that the distributions to shareholders by the Company
(including the distribution of Consolidated-Tomoka shares) will be taxable to
shareholders of the Company as long-term capital gains to the extent of the
Company's net realized long-term capital gain, and as ordinary income to the
extent of both the Company's investment company taxable income (including the
Company's net realized short-term capital gains) and previously undistributed
earnings and profits. Distributions in excess of those amounts are expected to
constitute a return of capital to the extent of the shareholder's basis in the
Company's common stock, with any amounts in excess of the shareholder's basis
taxed as capital gain. A portion of any distribution made in January 2000 is
likely to be taxable to shareholders in 1999.
The contemplated transactions are subject to further board action and
approval of shareholders of the Company at a meeting to be scheduled later
this year. Shareholders are encouraged to read carefully the information that
will be included in the proxy statement relating to that meeting, including
information concerning the Company's plan, the proposed timetable, the
proposed portfolio liquidation and cash and in-kind distributions, tax and
other matters, and information concerning Consolidated-Tomoka Land Company and
Levin Management Co., Inc., including its subsidiary, John A. Levin & Co.,
Inc. The proposed plan of transactions may be amended or revised, including in
response to inquiries or proposals, if any, from others concerning acquisition
of any of the Company's assets, and is subject to further board action,
shareholder approval, market conditions, and certain filings. Accordingly,
there can be no assurance that any or all of the transactions comprising the
current plan will in fact occur or will occur at the currently anticipated
times.
No change will be made in the Company's investment objectives and no
systematic liquidation of the Company's publicly-traded investment portfolio
will occur prior to further board action and shareholder approval later this
year. The Company is currently evaluating the timing of distributions of 1999
income and gains, the Consolidated-Tomoka shares, other net proceeds of the
liquidation of other assets and any special dividends. Final decisions on the
timing of those distributions have not yet been made. Those final decisions,
when made, may change the Company's previously-announced schedule for 1999
income and gain distributions. The Company expects that all 1999 capital gain
distributions (other than the distribution of Consolidated-Tomoka shares) will
be paid in cash without the option shareholders have had in previous years to
receive those distributions wholly or partly in newly-issued shares of Company
common stock.
Baker, Fentress & Company, founded in 1891, has been a domestic equity
closed-end fund since 1970. The Company invests for total return with an
emphasis on capital appreciation. Most of the positions in the Company's
portfolio of publicly traded securities can be categorized as large
capitalization stocks with attractive value characteristics. Shareholders and
other interested persons may visit the Company's web site at
www.bakerfentress.com, for more information about the Company and its
portfolio, including the Company's first quarter report to shareholders.
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