UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BAKER, FENTRESS & COMPANY
-------------------------
(Name of Issuer)
Common Stock, par value $1.00
-----------------------------
(Title of Class of Securities)
057213100
----------
(CUSIP Number)
John A. Levin Valerie E. Radwaner, Esq.
John A. Levin & Co., Paul, Weiss, Rifkind,
Inc. Wharton & Garrison
One Rockefeller Plaza 1285 Avenue of the Americas
New York, New York New York, New York 10019-
10020 6064
(212) 332-8400 (212) 373-3000
------------------------- -------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 22, 2000
--------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 ("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).
Exhibit Index is at Page 8
<PAGE>
CUSIP No. 057213100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Levin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
594,975 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 59,311 shares of Common Stock
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
580,471 shares of Common Stock
10 SHARED DISPOSITIVE POWER
59,311 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
654,286 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON
IN
2
<PAGE>
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer
This Statement on Schedule 13D relates to shares of common stock, par
value $1.00 per share (the "Common Stock"), of Baker, Fentress & Company, a
Delaware corporation ("BKF").
The principal executive offices of BKF are located at One Rockefeller
Plaza, New York, New York 10020.
Item 2. Identity and Background
This Schedule 13D is being filed by John A. Levin ("Mr. Levin"), whose
business address is One Rockefeller Plaza, 19th Floor, New York, New York 10020
and whose principal occupation is Chairman, President and Chief Executive
Officer of BKF.
During the last five years Mr. Levin has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which was or is subject to a judgment,
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.
Mr. Levin is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchases described herein were
personal funds of Mr. Levin.
Item 4. Purpose of Transaction
Mr. Levin intends to hold the shares of Common Stock that he owns for
investment purposes. Mr. Levin may from time to time acquire additional shares
of Common Stock in the open market or in privately negotiated transactions,
subject to availability of the shares of Common Stock at prices deemed
favorable, BKF's business or financial condition and to other factors and
conditions Mr. Levin deems appropriate. Alternatively, Mr. Levin may sell all or
a portion of his shares of Common Stock in the open market or in privately
negotiated transactions subject to the terms of the Registration Rights
Agreement (as defined in Item 6 hereof) and to the factors and conditions
referred to above.
3
<PAGE>
Except as set forth above in this Item 4, Mr. Levin has no present
plans or proposals that relate to or would result in: (a) the acquisition by any
person of additional securities of BKF, or the disposition of securities of BKF,
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving BKF or any of its subsidiaries, (c) a sale or transfer of
a material amount of assets of BKF or of any of its subsidiaries, (d) any change
in the present board of directors or management of BKF, including any plans or
proposals to change the number or term of such directors or to fill any existing
vacancies on such board, (e) any material change in the present capitalization
or dividend policy of BKF, (f) any other material change in BKF's business or
corporate structure, including but not limited to any plans or proposals to make
any changes in BKF's investment policy for which a vote is required by Section
13 of the Investment Company Act, (g) changes in BKF's charter, by-laws or
instruments corresponding thereto or other actions that may impede the
acquisition of control of BKF by any person, (h) causing a class of securities
of BKF to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of BKF
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (j)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
Mr. Levin's beneficial ownership of Common Stock is as follows:
(a) Number of shares beneficially owned:
654,286
(b) Percent of class:
10.1% 1/
(c) Number of shares as to which Mr. Levin has:
(i) Sole power to vote or to direct the vote:
594,975
(ii) Shared power to vote or to direct the vote:
59,311
(iii) Sole power to dispose or to direct the disposition of:
580,471
- ---------
1/ Such percentage is based on the aggregate number of shares of Common
Stock outstanding as of December 31, 1999, after giving effect to a 1:6
reverse stock split effective as of January 10, 2000.
4
<PAGE>
(iv) Shared power to dispose or to direct the disposition of:
59,311
Mr. Levin is deemed to be the beneficial owner of 654,286 shares
of Common Stock as a result of the following:
(a) Mr. Levin directly owns 580,471 shares of Common Stock, over
which he has sole voting and dispositive power.
(b) Mr. Levin directly owns 14,504 shares of Common Stock, over
which he has sole voting power only.
(c) 11,596 shares of Common Stock are owned by revocable trusts
with respect to which Mr. Levin was the grantor. As a result, Mr. Levin shares
voting and dispositive power over these shares.
(d) 7,311 shares of Common Stock are held in accounts managed by
John A. Levin & Co. for the benefit of Mr. Levin's spouse. Mr. Levin shares
voting and dispositive power over these shares.
(e) 40,404 shares of Common Stock are owned by a family foundation
of which Mr. Levin is an executive officer and a director. Mr. Levin shares
voting and dispositive power over these shares.
Notwithstanding anything to the contrary contained in this
Schedule 13D, and in accordance with Rule 13d-4 promulgated under the Exchange
Act, the filing of this Schedule 13D shall not be construed as an admission that
Mr. Levin is the beneficial owner of the shares referred to in paragraphs (c),
(d) and (e) above.
The trading dates, number of shares of Common Stock purchased and
average price per share for all transactions in the Common Stock by Mr. Levin
during the past 60 days are set forth on Exhibit 99.1 hereto. All such
transactions were open market transactions and were effected on the New York
Stock Exchange.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Pursuant to the Registration Rights Agreement, dated as of June 28,
1996 (the "Registration Rights Agreement"), by and among BKF and certain
stockholders (including Mr. Levin), Mr. Levin was granted certain rights to
register, pursuant to the Securities Act of 1933, as amended, all shares of
Common Stock owned by Mr. Levin on the date of the Registration Rights
Agreement.
A copy of the Registration Rights Agreement was attached to the initial
Schedule 13D as Exhibit D and is incorporated herein by reference. The
description of the Registration
5
<PAGE>
Rights Agreement in this Schedule 13D is qualified in its entirety by reference
to the full text thereof. Except as set forth in this Item 6 and Item 5 of this
Schedule 13D, Mr. Levin has no contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of BKF.
Item 7. Exhibits
The following are filed herewith as exhibits to this Schedule 13D:
99.1 Table of Transactions in Common Stock by Mr. Levin.
6
<PAGE>
SIGNATURE
After reasonable inquiry and to its best knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 23, 2000
By: /s/ John A. Levin
---------------------
John A. Levin
7
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Table of Transactions in Common Stock by Mr. Levin.
8
Exhibit 99.1
TRANSACTIONS IN COMMON STOCK BY MR. LEVIN
-----------------------------------------
BAKER, FENTRESS & COMPANY
-------------------------
No. of Shares Average price Dates Buy/Sell
- ------------- ------------- ----- --------
10,000 11.468 03-20-2000 Buy
7,000 11.6875 03-21-2000 Buy
2,000 12.0156 03-22-2000 Buy
