<PAGE>
To Our Shareholders
The third quarter marked an important change for Baker, Fentress & Company
(BKF). The plan to distribute most of BKF's assets and to de-register as an
investment company was approved by shareholders at a special meeting on August
19, 1999. The detailed voting results for this special meeting can be found on
page three of this report.
STATUS OF THE PLAN
The initial distributions as part of the plan were paid on September 24, 1999.
They consisted of two cash payments totaling $4.00 per share and the
distribution of all the shares of Consolidated-Tomoka Land Co. (AMEX:CTO) owned
by BKF. There are three major steps remaining to be completed:
. the final distribution of the Company's remaining cash;
. a reverse stock split; and
. the de-registration of BKF as a registered investment company.
The Company expects to pay the final distribution in January 2000 (with a part
of that distribution being taxable in 1999). We plan for the reverse stock
split, which shareholders also approved at the special meeting, to occur at or
about the same time that the NYSE reduces the BKF per share market price by the
amount of the final distribution. In the reverse stock split, you will receive
one "new" BKF share for each six "old" BKF shares you own, and cash for any
resulting fraction of a share. The reverse stock split is intended to increase
the per share market price of BKF and should have no economic impact on BKF
share-holders. You will receive more information about the mechanics of the
reverse split at a later date.
The final step is ceasing to be an investment company. We have applied to the
Securities and Exchange Commission for an order declaring that, after payment of
the final distribution, BKF no longer will be an investment company. We hope to
receive that order sometime in the first quarter of 2000. After that order is
received, the plan will have been completely implemented. The Company will be a
holding company with one principal asset - John A. Levin & Co., Inc. (Levco) and
the related Levco Companies. BKF intends to continue to be listed on the NYSE
after the distribution plan is completed.
PERFORMANCE UPDATE
This year's shareholder return, as measured by market value total return, was
positively impacted by the announcement of the distribution plan. Since the
announcement, 18.3 million shares (46.8% of BKF's outstanding shares) have
traded, and our discount has narrowed from 25.8% on May 5, 1999 to 7.0% on
September 30, 1999. For the nine months ended September 30, 1999, the
shareholder return was 33.5%. This compares to net asset value total return for
this same period of 7.5%.
STATUS OF THE PORTFOLIO
The Company started selling portfolio securities immediately after shareholders
approved the distribution plan on August 19th. As of September 30, 1999, our
total net assets were comprised of the following:
<TABLE>
<CAPTION>
Market Value
As of 9/30/99
(in millions)
-------------
<S> <C>
Cash and cash equivalents $424.0
Public portfolio securities 56.2
Private placement securities 9.4
Levco 102.0
Other assets less liabilities (6.4)
------
Total net assets $585.2
======
</TABLE>
As can be seen from the above table, the Company has sold a substantial
portion of its portfolio securities, and invested the proceeds in U.S. Treasury
Bills. At the end of September, the amount of the Company's assets in cash
Baker, Fentress & Company 3rd Quarter Report 1999 1
<PAGE>
To Our Shareholders (continued)
equivalents was about 72% of the Company's total net assets. That percentage
should increase as the balance of the public and private portfolios are
liquidated.
Included in the $56.2 million public portfolio securities still held at
September 30th, is $48.3 million of securities with unrealized gains that were
short-term as of September 30th, but will become long-term before year-end and
will be sold when they cross that long-term threshold. From October 1 through
October 20, 1999 $18.9 million of these securities were sold, resulting in gains
of $8.0 million. The remaining public portfolio securities will also be sold
before the end of 1999.
During September, the balance of our Citadel Communications Corporation shares
was sold. This was one of the best performing private placement investments in
the Company's history. The Company received total sale proceeds of $83.4 million
for our equity investment, compared to an original cost of $4.3 million.
The remaining private placement portfolio consists of our investment in
Durolite International and three smaller holdings. Recent events suggest our
generating liquidity in the Durolite investment at a reasonable valuation before
year end is not likely. On October 22, we reduced this investment's carrying
value from $8.0 million to $2.0 million to reflect this fact. We continue
efforts to maximize the ultimate value to be realized from the investment.
During the third quarter, one of the small investments was converted into a debt
security which matures prior to year end. Subsequent to the third quarter's end,
another investment converted into unrestricted publicly traded securities which
will be liquidated. We continue to evaluate options for liquidating the last and
smallest holding, an unrestricted but illiquid public security.
The largest single position within our portfolio continues to be Levco, which
is valued by the board of directors at $102.0 million, or $2.61 per BKF share,
and represented 17.4% of total net assets as of September 30, 1999. Levco is a
registered investment adviser, located in New York City, that Baker Fentress
acquired on June 28, 1996. Levco currently manages $7.8 billion of assets as of
September 30, 1999 for both institutional and individual accounts. Gross
revenues for the nine months ended September 30, 1999 were $37.7 million.
Shareholders are reminded that as the BKF public portfolio is liquidated, Levco
will no longer earn management fees on these assets. Such fees totaled $1.5
million in 1998. This change in revenues has already been reflected in the
valuation of Levco.
SUMMARY OF DISTRIBUTIONS
In addition to the $0.30 per share ordinary income dividend paid on June 15,
1999, the following cash distributions were paid on September 24, 1999:
. Ordinary income dividend of $1.00 per share.
. Capital gain distribution of $3.00 per share.
. All 5,000,000 shares of CTO owned by BKF. The distribution ratio was
0.128109 shares of CTO for each BKF share, with any fractional share sold
and the proceeds paid in cash.
The Company expects to pay the final distribution in one aggregate amount in
January 2000. This distribution should consist of an ordinary income dividend, a
capital gain distribution and a return of capital. A part of the distribution
will be taxable in 1999, even though shareholders will not receive it until
January 2000. Complete tax information regarding all distributions for 1999,
including those received in 2000, will be sent to all shareholders in January
2000.
ESTIMATED FINAL DISTRIBUTION
We have received many requests from shareholders for more information about the
estimated amount of the final distribution. The actual amount of the final
distribution
2 Baker, Fentress & Company 3rd Quarter Report 1999
<PAGE>
(and its precise timing) will be determined by the Company's board of directors
in mid-December. Based upon the composition of the Company's assets as of
September 30, 1999, our estimates of the Company's income and expenses, and our
estimates of the amount of additional gain or loss to be realized when the
remaining portfolio securities are sold, we are currently estimating that the
final per share distribution will be as shown below:
<TABLE>
<CAPTION>
Estimate
As of 9/30/99
-------------
<S> <C>
Ordinary Income $ 1.42
Capital Gain 1.87
Return of Capital 8.95
------
Total $12.24
======
</TABLE>
Remember that these amounts, and the allocation among the various sources, are
only estimates. The actual amounts and sources will depend on the Company's
actual income, expenses and realized gains on securities sales.
TERMINATION OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
On October 4, 1999, the board of directors authorized the termination of the
Company's Dividend Reinvestment and Cash Purchase Plan. The Plan was terminated
as of October 22, 1999. Within three days after the termination of the Plan,
certificates were issued for whole shares held in participants' plan accounts.
Fractional shares were sold and the proceeds paid in cash a few days later.
BASIS INFORMATION
The Company has information from 1971 to the present that might help some
shareholders to calculate their basis in BKF common stock. If you need more
information to compute the basis of your BKF shares, go to the Company's web
site at www.bakerfentress.com. Information on the web site includes per share
ordinary income dividends, capital gain distributions and reinvestment prices
from June 1971 to the present. It also provides amounts which can be added to
your basis for years 1971 through 1987 when the Company retained all or a
portion of realized capital gains and paid the related taxes.
CLOSING COMMENTS
We continue to believe that our asset distribution plan is in the best interests
of the shareholders of the Company and wish to thank our shareholders for their
support. We are now concentrating our efforts on the timely liquidation of those
investments remaining in our public and private portfolios, and developing the
business of Levco.
/s/ James P. Gorter
- ---------------------
James P. Gorter
Chairman of the Board
/s/ John A. Levin
- -----------------
John A. Levin
President and CEO
SPECIAL MEETING OF SHAREHOLDERS
A special meeting of shareholders was held on August 19, 1999. The results
of the two proposals voted on by the shareholders were as follows:
1. A proposal to approve the Plan for Distribution of Assets of Baker,
Fentress & Company was approved with 27,162,378 shares voted in favor,
960,767 shares voted against, and 203,488 shares abstained from voting.
2. A proposal to amend the Company's Certificate of Incorporation to provide
for a reverse stock split of the shares of the Company's common stock was
approved with 26,603,954 shares voted in favor, 1,404,454 shares voted
against and 318,221 shares abstained from voting.
Baker, Fentress & Company 3rd Quarter Report 1999 3
<PAGE>
Statement of Investments
<TABLE>
<CAPTION>
September 30, 1999 - Unaudited Shares Value
------- ----------
<S> <C> <C>
INVESTMENTS IN UNAFFILIATED ISSUERS-9.75%
Common Stock -- 7.86%
Basic Materials -- 0.33%
Minerals Technologies Inc...................................... 3,000 $ 145,689
Monsanto Company............................................... 46,500 1,659,492
Solutia Inc.................................................... 8,000 143,000
----------
1,948,181
----------
Capital Goods -- 0.12%
Cable Design Technologies Corporation (b)...................... 10,000 228,130
Cordant Technologies Inc....................................... 2,000 60,876
Howmet International Inc. (b).................................. 10,000 140,000
IDEX Corporation............................................... 5,000 141,565
York International Corporation................................. 4,200 150,940
----------
721,511
----------
Consumer Cyclical -- 1.18%
Beazer Homes USA, Inc. (b)..................................... 7,000 129,941
The Black & Decker Corporation................................. 2,800 127,926
Tribune Company................................................ 131,000 6,517,250
Valuevision International, Inc., Class A (b)................... 5,000 130,000
----------
6,905,117
----------
Consumer Staples -- 1.10%
The Ackerley Group, Inc........................................ 11,000 135,443
AMFM Inc. (b).................................................. 88,500 5,387,438
Cumulus Media Inc., Class A (b)................................ 7,000 228,816
Interstate Bakeries Corporation................................ 9,000 207,000
Loews Cineplex Entertainment Corporation (b)................... 25,000 196,875
Meredith Corporation........................................... 5,000 181,565
Pegasus Communications (b)..................................... 2,500 112,812
----------
6,449,949
----------
Energy -- 1.04%
Conoco Inc. (b)................................................ 200,200 5,555,550
Conoco Inc., Class B........................................... 1 18
Unocal Corporation............................................. 15,000 555,945
----------
6,111,513
----------
</TABLE>
See accompanying Notes to Statement of Investments
4 Baker, Fentress & Company 3rd Quarter Report 1999
<PAGE>
Statement of Investments
<TABLE>
<CAPTION>
September 30, 1999 - Unaudited Shares Value
--------- -----------
<S> <C> <C>
INVESTMENTS IN UNAFFILIATED ISSUERS (continued)
Financials -- 1.36%
Ace Ltd........................................................ 3,995 $ 67,667
Aetna Life Insurance and Annuity Company....................... 1,284 63,237
Annuity and Life RE (Holdings), Ltd............................ 1,412 35,124
Bank One Corporation........................................... 540 18,799
The Bank of New York Company, Inc.............................. 7,903 264,261
W.R. Berkley Corporation....................................... 9,128 209,944
Countrywide Credit Industries, Inc............................. 1,060 34,185
Crescent Real Estate Equities Company.......................... 9,000 162,000
CRIIMI MAE Inc................................................. 6,494 13,397
Fairfax Financial Holdings Ltd. (Stock Purchase Rights)........ 78,000 4,680
Financial Federal Corporation.................................. 702 13,250
First Investors Financial Services Group, Inc. (b)............. 292,600 1,463,000
First Union Corporation........................................ 510 18,169
Horace Mann Educators Corporation.............................. 4,000 103,252
Indymac Mortgage Holdings, Inc................................. 15,556 233,340
Kennedy-Wilson, Inc. (b)....................................... 17,500 162,978
KeyCorp........................................................ 730 18,843
Mellon Bank Corporation........................................ 578 19,507
Mutual Risk Management Ltd..................................... 2,330 82,715
Nationwide Financial Services, Inc............................. 850 30,069
Northern Trust Corporation..................................... 41,800 3,490,300
PartnerRe Ltd.................................................. 6,356 220,871
Prison Realty Trust, Inc....................................... 18,000 193,500
Pxre Group Ltd................................................. 2,241 32,636
Scottish Annuity & Life Holdings, Ltd. (b)..................... 4,762 46,727
Superior National Insurance Group, Inc. (b).................... 49,300 693,306
UICI (b)....................................................... 6,436 164,523
Vail Banks, Inc. (b)........................................... 1,100 9,900
XL Capital Ltd., Class A....................................... 1,411 63,495
------------
7,933,675
------------
Health Care -- 0.20%
Carematrix Corporation (b)..................................... 20,000 103,760
Covance Inc. (b)............................................... 9,500 92,036
EG&G, Inc...................................................... 5,000 198,750
Haemonetics Corporation (b).................................... 10,000 196,880
Paracelsus Healthcare Corporation (b)(c)(e).................... 535,443 401,582
Sunrise Assisted Living, Inc. (b).............................. 6,000 159,378
------------
1,152,386
------------
</TABLE>
See accompanying Notes to Statement of Investments
Baker, Fentress & Company 3rd Quarter Report 1999 5
<PAGE>
Statement of Investments
<TABLE>
<CAPTION>
September 30, 1999 - Unaudited Shares, or
Principal Amount Value
---------------- -----------
<S> <C> <C>
INVESTMENTS IN UNAFFILIATED ISSUERS (continued)
Technology -- 1.01%
First Data Corporation......................................... 30,388 $ 1,333,273
Koninklijke Philips Electronics N.V............................ 39,560 3,995,560
Metamor Worldwide, Inc. (b).................................... 10,000 177,500
Schawk, Inc.................................................... 20,000 195,000
Symantec Corporation (b)....................................... 5,500 197,830
-----------
5,899,163
-----------
Utilities -- 1.52%
The Williams Companies, Inc.................................... 236,900 8,869,062
-----------
8,869,062
-----------
Total common stock (Cost $37,631,169)....................... 45,990,557
-----------
Preferred Stock -- 1.50%
The News Corporation Limited (ADR)............................. 308,000 8,219,904
Owens-Illinois, Inc., 4.75%.................................... 17,500 573,125
-----------
Total preferred stock (Cost $8,158,414)..................... 8,793,029
-----------
Convertible Bonds -- 0.32%
Hewlett-Packard Company, Zero Coupon Bond
due 10/14/2017............................................... $3,000,000 1,837,500
-----------
Total convertible bonds (Cost $1,696,524)................... 1,837,500
-----------
Limited Partnerships -- 0.07%
Golder, Thoma, Cressey Fund II Limited Partnership (c)(d)...... 428,947
-----------
Total limited partnerships (Cost $140,824).................. 428,947
-----------
Total investments in unaffiliated issures (Cost $47,626,931).. 57,050,033
-----------
</TABLE>
See accompanying Notes to Statement of Investments
6 Baker, Fentress & Company 3rd Quarter Report 1999
<PAGE>
Statement of Investments
<TABLE>
<CAPTION>
September 30, 1999 - Unaudited Shares or
Principal Amount Value
---------------- ------------
<S> <C> <C>
INVESTMENTS IN CONTROLLED AFFILIATES -- 18.90%
Wholly-Owned Subsidiary -- 17.43%
Levin Management Co., Inc - investment management
Common Stock (b)(c)(d).................................................... 1,000 $ 37,000,000
9.23% Notes due 12/31/1999 (c)(d).......................................... $ 65,000,000 65,000,000
------------
Total wholly-owned subsidiary (Cost $120,645,890)......................... 102,000,000
------------
Other -- 1.47%
DuroLite International, Inc. - manufacturer and distributor of
specialized lighting products
Convertible Preferred Stock (b)(c)(d)...................................... 2,500 --
12% Subordinated Note due 11/03/2004 (c)(d)................................ $ 8,000,000 7,501,105
DuroLite Europe Holdings, Inc. - subsidiary of DuroLite International, Inc.
23% Promissory Note due 08/20/1999 (c)(d).................................. $ 498,895 498,895
Stock Purchase Warrant expiring 08/20/2008 (b)(c)(d)....................... 1 --
Alta Group Ltd - environmental services
6% Note due 12/31/1999 (c)(d).............................................. $ 600,000 600,000
------------
Total other (Cost $11,600,000)............................................ 8,600,000
------------
Total investments in controlled affiliates (Cost $132,245,890)............... 110,600,000
------------
MONEY MARKET SECURITIES -- 65.52%
U.S. Treasury bills - 4.732 - 4.745% due 12/16/1999.......................... $106,000,000 104,995,650
U.S. Treasury bills - 4.693 - 5.004% due 02/10/2000.......................... $283,324,000 278,443,744
------------
Total investments in money market securities (Cost $383,310,232)............. 383,439,394
------------
Total Investments -- 94.17% (Cost $563,183,053)...................................... 551,089,427
------------
Cash and Other Assets, Less Liabilities -- 5.83%..................................... 34,124,770
------------
NET ASSETS -- 100.00%................................................................ $585,214,197
============
</TABLE>
See accompanying Notes to Statement of Investments
Baker, Fentress & Company 3rd Quarter Report 1999 7
<PAGE>
Notes to Statement of Investments
- ----------------
(a) Based on the cost of investments of $512,278,370 for federal income tax
purposes at September 30, 1999, net unrealized appreciation was $38,811,057,
which consisted of gross unrealized appreciation of $47,301,839 and gross
unrealized depreciation of $8,490,782.
(b) Non-income producing security.
(c) Securities subject to legal or contractual restrictions on sale are valued
at cost on the dates of acquisition and at a fair value determined in good
faith by the board of directors of the Company as of September 30, 1999,
based upon all factors deemed relevant by the board. The quantitative and
qualitative factors considered by the board of directors may include, but
are not limited to, type of securities, nature of business, marketability,
restrictions on disposition, market price of unrestricted securities of the
same issue (if any), comparative valuation of securities of publicly traded
companies in the same or similar industries, valuation of recent mergers and
acquisitions of similar companies, current financial condition and operating
results, sales and earnings growth, operating revenues, competitive
conditions, and current and prospective conditions in the overall stock
market.
The values determined by the board of directors may not reflect amounts that
could be realized upon immediate sale, nor amounts that ultimately may be
realized. Accordingly, the fair values included in the statement of
investments may differ from the values that would have been used had a ready
market existed for these securities, and such differences could be
significant. The aggregate value of restricted securities was $111,430,529,
or 19.04% of net assets, at September 30, 1999.
(d) There were no unrestricted securities of the same issue outstanding on
September 30, 1999 or the dates of acquisition.
(e) Represents 80% of the current market price of unrestricted common stock of
Paracelus Healthcare Corporation.
1999 Distribution Summary
<TABLE>
<CAPTION>
Per Share
Description Amount Payment Date
- ----------- --------- ------------------
<S> <C> <C>
Ordinary Income Dividend $0.30 June 15, 1999
Ordinary Income Dividend 1.00 September 24, 1999
Capital Gain Distribution 3.00 September 24, 1999
Gain Distribution (1) September 24, 1999
in the form of 5,000,000
Consolidated-Tomoka
Land Co. (CTO) shares
</TABLE>
(1) BKF shareholders received 0.128109 shares of CTO stock for each BKF share
held, with any fractional share paid in cash. The cost basis of the CTO shares
was $13.75 per share, the closing CTO price on the AMEX on September 24, 1999.
For federal income tax purposes, the holding period of the CTO shares
distributed began on September 24, 1999.
Selected Data
As of September 30, 1999
<TABLE>
<S> <C>
Cash and cash equivalents........................... $423,972,165
Public portfolio securities......................... $ 56,219,504
Private placement securities........................ $ 9,430,529
Levco............................................... $102,000,000
Other assets less liabilities....................... $ (6,408,001)
------------
Total net assets.................................... $585,214,197
Net investment income (YTD)......................... $ 10,220,834
Net realized capital gain (YTD)..................... $263,384,840
Unrealized depreciation............................. $(12,093,625)
Shares outstanding.................................. 39,029,101
Per Share
Net asset value.................................... $ 14.99
Market price....................................... $ 13.9375
</TABLE>
8 Baker, Fentress & Company 3rd Quarter Report 1999
<PAGE>
Portfolio Changes Exceeding $2.5 Million
Quarter Ended September 30, 1999 - Unaudited
<TABLE>
<CAPTION>
Purchases Cost Sales Proceeds
- --------- ----------- ----- ------------
<S> <C> <C> <C>
AMR Corporation..................................... $ 8,587,391 Consolidated-Tomoka Land Co. (1).... $ 68,750,000
Veritas Software Texas Instruments Incorporated...... 27,310,301
1.856% Bond due 8/13/2006.......................... 6,372,584 Citadel Communications Corporation.. 21,192,383
Viacom Inc., Class B................................ 6,157,987 Tribune Company..................... 19,634,910
The Gillette Company................................ 3,886,843 International Business Machines
Compaq Computer Corporation......................... 3,859,097 Corporation........................ 18,882,660
Xerox Corporation................................... 2,514,889 KeySpan Energy Corporation.......... 15,949,250
----------- Seagate Technology, Inc............. 15,003,039
$31,378,791 XL Capital Ltd., Class A............ 14,574,461
=========== Hewlett-Packard Company,
Zero Coupon Bond due 10/14/2001.... 14,496,956
Bell Atlantic Corporation........... 13,790,399
Johnson & Johnson................... 13,525,678
Ralston Purina Company.............. 12,278,762
BellSouth Corporation............... 12,270,007
General Electric Company............ 12,023,771
Owens-Illinois, Inc................. 11,776,977
Warner-Lambert Company.............. 11,676,043
The Black & Decker Corporation...... 11,115,952
Monsanto Company.................... 11,106,499
Penta Japan Domestic Partners, L.P.. 10,720,415
United Technologies Corporation..... 10,528,981
Koninklijke Philips Electronics N.V. 10,042,130
Unocal Corporation.................. 9,655,678
The Bank of New York Company, Inc... 9,601,821
Nabisco Holdings Corporation........ 9,506,448
Schlumberger N.V.................... 8,654,590
First Data Corporation.............. 8,594,179
Loral Space & Communications........ 8,292,379
AMR Corporation..................... 7,600,241
Xerox Corporation................... 7,417,516
Tokio Marine & Fire Insurance
Company, Limited (ADR)............. 7,342,792
Veritas Software 1.856% Bond
due 8/13/2006...................... 6,869,600
McKesson HBOC Inc................... 6,789,378
Pfizer Inc.......................... 6,687,334
The News Corporation Limited........ 6,551,626
Tyco International Ltd.............. 6,373,002
Compaq Computer Corporation......... 6,324,984
Viacom Inc., Class B................ 5,715,539
Ace Ltd............................. 5,577,112
AMFM Inc............................ 5,442,358
Aetna Life Insurance and
Annuity Company.................... 5,281,981
The Fox Entertainment Group, Inc.... 5,182,322
Crown Cork & Seal Company, Inc...... 4,911,860
PartnerRe Ltd....................... 4,766,624
The Walt Disney Company............. 4,751,835
The Boeing Company.................. 4,376,843
BankAmerica Corporation............. 3,956,022
The Gillette Company................ 3,692,527
Tenneco Inc......................... 3,495,885
E.I. Du Pont de Nemours and Company. 2,711,414
------------
$532,773,464
============
</TABLE>
(1) Consolidated-Tomoka Land Co. common stock was distributed to shareholders on
September 24, 1999.
Baker, Fentress & Company 3rd Quarter Report 1999 9
<PAGE>
Directors and Officers
BOARD OF DIRECTORS
Frederick S. Addy Jeffrey A. Kigner
Bob D. Allen John A. Levin
Eugene V. Fife Burton G. Malkiel
J. Barton Goodwin David D. Peterson
James P. Gorter William H. Springer
David D. Grumhaus Dean J. Takahashi
OFFICERS
James P. Gorter Chairman of the Board
John A. Levin President and Chief Executive Officer
James P. Koeneman Executive Vice President and Secretary
Scott E. Smith Executive Vice President
Julie A. Heironimus Treasurer and Assistant Secretary
Beverly J. Friedberg Assistant Treasurer
10 Baker, Fentress & Company 3rd Quarter Report 1999
<PAGE>
Baker, Fentress & Company 3rd Quarter Report 1999 11
<PAGE>
Corporate Data
Transfer and Dividend Disbursing Agent
ChaseMellon
Shareholder Services
Overpeck Center
85 Challenger Road
Ridgefield Park, New Jersey 07660
1-800-719-9058
Custodian
UMB Bank, N.A.
Legal Counsel
Bell, Boyd & Lloyd
Address of Company
200 West Madison Street
Suite 590
Chicago, Illinois 60606
312-236-9190 or 800-BKF-1891
Web Site
www.bakerfentress.com
[ARTWORK]
Baker, Fentress & Company
Report to Shareholders
[ARTWORK]
THIRD QUARTER
SEPTEMBER 30, 1999
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