<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 590
Chicago, Illinois 60606
(312) 236-9190
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 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 0
Beneficially Owned (8) Shared Voting Power 0
by Each Reporting (9) Sole Dispositive Power 0
Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
0%
14) Type of Reporting Person
IV
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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 590, 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.
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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.
Beverly J. Friedberg, assistant treasurer.
Except as indicated otherwise above, the address of each director and
executive officer is 200 West Madison Street, Suite 590, Chicago, Illinois
60606.
During the last five years, none of the directors and executive officers
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years, none of the directors and executive officers
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in any judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
All of the directors and executive officers are citizens of the United
States.
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Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
Until September 24, 1999, BKF held directly 5,000,000 shares of CTO Common
Stock as 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. 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 plan called
for BKF to distribute all of its interest in CTO to BKF's shareholders. On
August 19, 1999, the shareholders approved the plan to distribute all of
BKF's interest in CTO. On September 24, 1999, BKF distributed the CTO
shares to BKF's shareholders of record on August 30, 1999, at a ratio of
0.128109 share of CTO for each BKF share held. Fractional CTO shares were
sold and the proceeds paid in cash.
Item 5. Interest in Securities of the Issuer
(a) - (b)
<TABLE>
<CAPTION>
Sole Power Shared Power Sole Power Shared Power
Name to Dispose to Dispose to Vote to Vote %
---- ---------- ------------ ------- ------------ -----
<S> <C> <C> <C> <C> <C>
BKF 0 0 0 0 0
Frederick S. Addy 0 0 0
Bob D. Allen 102,181 102,181 1.60
Eugene V. Fife 787 787 0.01
J. Barton Goodwin 96,935 96,935 1.52
James P. Gorter 18,968 21,660 18,968 21,660 0.64
David D. Grumhaus 1,704 45,817 1,704 45,817 0.75
John A. Levin 285,885 285,885 4.49
David D. Peterson 4,887 4,887 0.08
William H. Springer 640 640 0.01
Dean J. Takahashi 140 140 0.00
James P. Koeneman 327 58 327 58 0.01
Julie A. Heironimus 2 2 0.00
Scott E. Smith 236 522 236 522 0.01
</TABLE>
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BKF disclaims beneficial ownership of any of the shares of CTO Common Stock held
by its directors and executive officers. The information above is reported as
of September 30, 1999.
(c) On September 24, 1999, BKF distributed all of its interest in CTO to BKF
shareholders. On September 27, 1999, John A. Levin sold 197,540 shares of
CTO and the LEVCO Accounts (as defined below) sold 67,973 shares of CTO at
an average price of $13.1576 per share. Of the 67,973 shares of CTO
reported hereunder sold by LEVCO, 60,254 shares may be deemed to have been
acquired by BKF 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"). The additional 7,719 shares of CTO
were distributed to the LEVCO Accounts on September 24, 1999. 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 67,973 shares of CTO
Common Stock sold by the LEVCO Accounts, LEVCO had voting power over 12,372
of those shares and dispositive power over all 67,973 shares of CTO Common
Stock. BKF, as the parent company of LEVCO, may be deemed to have been the
beneficial owner of the 67,973 shares of CTO Common Stock held in the LEVCO
Accounts. On September 16, 1999, Frederick S. Addy sold 500 shares of CTO
at $14.00 per share, and 56 shares of CTO at $13.875 per share.
(d) Not Applicable.
(e) Upon consummation of the transaction herein, BKF ceased to be the
beneficial owner of more than 5% of CTO.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
N/A
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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: October 27, 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.
<TABLE>
<CAPTION>
POSITION WITH BKF AND PRESENT PRINCIPAL
NAME OCCUPATION AND BUSINESS ADDRESS
---- -------------------------------
<S> <C>
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
</TABLE>
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<TABLE>
<CAPTION>
POSITION WITH BKF AND PRESENT PRINCIPAL
NAME OCCUPATION AND BUSINESS ADDRESS
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<S> <C>
Burton G. Malkiel Director of BKF; Professor of Economics, Princeton University; Economics
Department, Fisher Hall, Prospect Avenue, Princeton, NJ 08544
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
Beverly J. Friedberg Assistant treasurer
</TABLE>
