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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
BAKER, FENTRESS & COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
057213100
(CUSIP Number)
Kurt Butenhoff
c/o Bear Sterns & Co. Inc.
245 Park Avenue
New York, New York 10167
Telephone Number: (212) 272-6849
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
*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).
Page 1 of 7
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CUSIP NO. 057213100 13D PAGE 2 OF 7 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MANDARIN, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BAHAMAS
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 354,300
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
354,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.45% (SEE ITEM 5.)
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 2 of 7
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CUSIP NO. 057213100 13D PAGE 3 OF 7 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH LEWIS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 354,300
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
354,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.45% (SEE ITEM 5.)
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 3 of 7
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CUSIP NO. 057213100 13D PAGE 4 OF 7 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JANE LEWIS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 354,300
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
354,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.45% (SEE ITEM 5.)
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 4 of 7
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ITEM 1. SECURITY AND ISSUER
(i) Name of Issuer: Baker, Fentress & Company ("Baker Fentress")
(ii) Address of the Principal Executive Offices of Baker Fentress:
One Rockefeller Plaza, New York, New York 10020
(iii) Title of Class of Equity Securities to which this Statement
relates: Common Stock, $1.00 par value per share (the "Common
Stock")
ITEM 2. IDENTITY AND BACKGROUND
Mandarin, Inc. ("Mandarin") is a corporation organized under the laws
of the Bahamas as an investment vehicle. The shareholders and directors of
Mandarin are Joseph Lewis and Jane Lewis, who are permanent residents of the
Bahamans and citizens of the United Kingdom. The business address of each of
Mandarin, Joseph Lewis and Jane Lewis is c/o Cay House, P.O. Box N7776, Lyford
Cay, New Providence, Bahamas, United Kingdom. The principle business of each of
Joseph Lewis and Jane Lewis is private investments and serving as directors of
Mandarin.
During the last five years, neither Mandarin, Joseph Lewis or Jane
Lewis has 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 a 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mandarin used its working capital to purchase the shares of Common
Stock described herein.
ITEM 4. PURPOSE OF TRANSACTION
Mandarin intends to hold the shares of Common Stock for investment
purposes. Mandarin may, from time to time, acquire additional shares of Common
Stock in the open market or in privately negotiated transactions subject to the
availability of additional shares at prices deemed favorable, Baker Fentress'
business or financial condition and other factors and conditions. Alternatively,
Mandarin may sell all or a portion of the shares of Common Stock in the open
market or in privately negotiated transactions.
Except as set forth above in this Item 4, Mandarin has no present plans
or proposals that relate to or would result in: (a) the acquisition by any
person of additional securities of Baker Fentress, or the disposition of
securities of Baker Fentress; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation involving Baker Fentress or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of Baker
Fentress or of any of its subsidiaries; (d) any change in the present board of
directors or management of Baker Fentress, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of Baker Fentress; (f) any other material change in the issuer's business or
corporate structure, including, but not limited to, any plans or proposals to
make any changes in Baker Fentress' investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940; (g) changes in
Baker Fentress' charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of Baker Fentress by any
person; (h) causing a class of securities of Baker Fentress 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 Baker Fentress becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mandarin owns 354,300 shares of Common Stock, which constitutes
approximately 5.45% of Baker Fentress' outstanding shares of Common Stock.
Joseph Lewis and Jane Lewis, as the only shareholders of Mandarin, are the
beneficial owners of the 354,300 shares of Common Stock. Mandarin, Joseph Lewis
and Jane Lewis have shared power to vote and to dispose of the 354,300 shares of
Common Stock.
Set forth below are the number of shares, trading dates and average
price per share for all purchases of Common Stock made by Mandarin within the
past 60 days. All purchases were open market transactions and were effected on
the New York Stock Exchange.
<TABLE>
<CAPTION>
Number Trading Price
------ ------- -----
of Shares Date Per Share
--------- ---- ---------
<S> <C> <C>
25,000 2/29/00 10.4835
4,700 3/1/00 10.4875
7,000 3/2/00 10.8714
9,300 3/6/00 11.0298
300 3/8/00 11.05
3,100 3/9/00 11.05
3,000 3/10/00 11.05
15,900 3/13/00 11.05
3,700 3/14/00 11.05
1,300 3/15/00 11.05
57,000 3/27/00 12.00
1,300 3/28/00 12.00
81,300 3/29/00 12.00
100,000 3/30/00 12.00
26,600 3/31/00 12.00
14,800 4/6/00 12.42
</TABLE>
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
April 7, 2000
-------------
(Date)
MANDARIN, INC.
By: /s/ Joseph Lewis
-------------------------------
Name: Joseph Lewis
Title: Director
/s/ Joseph Lewis
-----------------------------------
Joseph Lewis
/s/ Jane Lewis
-----------------------------------
Jane Lewis
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