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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))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Baker, Fentress & Company
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Baker, Fentress & Company
Established 1891
SUITE 3510 . 200 WEST MADISON STREET . CHICAGO, ILLINOIS 60606 . (800) BKF-1891
Supplement to the Proxy Statement for the Annual Meeting of Shareholders
To Be Held on April 22, 1999
TO OUR SHAREHOLDERS:
On March 10, 1999, Baker, Fentress & Company sent to you a Notice and Proxy
Statement relating to the annual meeting of shareholders to be held on Thursday,
April 22, 1999. At the meeting, you will be asked to elect five directors,
ratify or reject the selection of Ernst & Young LLP as independent auditors for
the Company, and transact such other business as may properly come before the
meeting.
This letter corrects an error in the line graph on page 11 of the Proxy
Statement. The line graph compares the cumulative five year total return of the
Company with all closed-end funds and the S&P 500 index. While the table below
the graph was correct, due to a printer's error, the graph's legend was
inadvertently reversed. The printer will bear all costs relating to this
additonal mailing.
Below is the line graph with the correct legend. The graph compares the
Company's annual shareholder return with (i) the annual shareholder return of
closed-end investment companies ("Closed-End Funds") reported by Morningstar,
Inc.; and (ii) the annual shareholder return of the S&P 500 Index. The chart is
based on an investment of $100 on December 31, 1993, and assumes that all
dividends and capital gain distributions were reinvested. The chart is not an
indicator of the future performance of the Company. Thus, it should not be used
to predict the future performance of the Company's stock.
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<CAPTION>
12/31/93 12/31/94 12/30/95 12/29/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Baker, Fentress & Company $100 $ 93 $123 $142 $178 $184
Closed-End Funds $100 $ 94 $123 $146 $196 $220
S&P 500 Index $100 $101 $139 $171 $229 $294
</TABLE>
[Line graph appears here:]
We apologize for any confusion or inconvenience that this error may have
caused you and look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors
James P. Koeneman
Secretary
Chicago, Illinois
March 15, 1999
