<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1996
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-8568
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
John Hancock Bank and Thrift Opportunity Fund
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(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):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[ ] 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:
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- -------------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------------
(4) Date Filed:
- -------------------------------------------------------------------------------
<PAGE>
JOHN HANCOCK FUNDS
A Global Investment Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
January 26, 1996
Dear Fellow Shareholder:
Annual meeting of shareholders of the Fund will be held on March 7, 1996.
Two proposals are proposed for action by shareholders of the Fund. Both of the
proposals, as set forth in the enclosed proxy statement, are routine items. A
routine item is one which occurs annually and makes no fundamental or material
changes to the Fund's investment objectives, policies or restrictions, or to the
investment management contracts.
Proposal number one concerns the election of five Trustees to serve until their
respective successors are elected and qualified. Each nominee for election is
currently serving as a Trustee of the Fund. The biographies of the Trustees are
included in the proxy statement. We invite you to acquaint yourself with these
individuals.
Proposal number two concerns the ratification or rejection of the Trustees'
selection of Deloitte & Touche, LLP as the Fund's independent accountants for
the current fiscal year. Deloitte & Touche, LLP has been the Fund's independent
accountant since the Fund's inception.
YOUR VOTE IS REQUIRED
Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage paid return envelope has been
provided. A prompt response will avoid the cost to the Fund and you of
additional mailings.
If you have any questions, please call John Hancock Funds toll free at
1-800-843-0090.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/s/ Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
P9PXL 1/96
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.* o John Hancock Investor
Services Corporation o The Patriot Group, Inc. John Hancock Advisers
International, Ltd. o NM Capital Management, Inc. o Sovereign Asset Management
Corporation
*Member of National Association of Securities Dealers, Inc.
[Hancock Logo]
Financial Services
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 1996
To the Shareholders of:
John Hancock Bank and Thrift Opportunity Fund
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of the John
Hancock Bank and Thrift Opportunity Fund (the "Fund"), an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts,
will be held at the office of the Fund, 101 Huntington Avenue, 2nd Floor,
Boston, Massachusetts 02199, on Thursday, March 7, 1996 at 9:00 a.m., Boston
time, for the following purposes:
(1) To elect five Trustees to serve until their respective successors are
duly elected and qualified;
(2) To ratify or reject the Trustees' selection of Deloitte & Touche, LLP as
the Fund's independent public accountants for the Fund's current fiscal
year; and
(3) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF ALL ITEMS
Shareholders of record of the Fund as of the close of business on January
10, 1996 are entitled to notice of and to vote at the annual meeting of the Fund
and at any and all adjournments thereof.
By Order of the Board of Trustees,
Thomas H. Drohan
Senior Vice President and Secretary
Dated: January 26, 1996
Boston, Massachusetts
WHETHER OR NOT YOU CAN ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
P90PX 1/96
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 7, 1996
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of the John Hancock Bank
and Thrift Opportunity Fund (the "Fund") in connection with the solicitation of
proxies by the Fund's Board of Trustees for use at the Annual Meeting of
Shareholders of the Fund to be held on Thursday, March 7, 1996 at 9:00 a.m.
(Boston time), and at any and all adjournments thereof (the "Meeting").
The Meeting will be held at the principal offices of the Fund, 101
Huntington Avenue, 2nd Floor, Boston, Massachusetts. The Notice of Annual
Meeting of Shareholders, this Proxy Statement and the enclosed form of the proxy
will first be mailed to shareholders of the Fund on or about January 26, 1996.
THE FUND'S ANNUAL REPORT FOR ITS 1995 FISCAL YEAR MAY BE OBTAINED FREE OF CHARGE
BY WRITING TO JOHN HANCOCK FUNDS, INC., P.O. BOX 9116, BOSTON, MASSACHUSETTS
02205-9116 OR BY CALLING 1-800-843-0090.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the shares covered thereby will be voted in accordance
with the instructions marked thereon by the shareholder. Executed proxies that
are unmarked will be voted FOR the election of the nominees as Trustees and FOR
the ratification of the selection of independent public accountants. Any proxy
may be revoked at any time prior to its exercise by a written notice of
revocation addressed to and received by the Secretary of the Fund or by
delivering a duly executed proxy bearing a later date prior to the time of the
Meeting. Any shareholder who has executed a proxy but is present at the Meeting
and who wishes to vote in person may revoke his or her proxy by notifying the
Secretary of the Fund (without complying with any formalities) at any time
before it is voted. Presence at the Meeting alone will not serve to revoke a
previously executed and returned proxy.
RECORD OWNERSHIP
The Trustees have fixed the close of business on January 10, 1996 as the
record date for the determination of shareholders of the Fund entitled to notice
of and to vote at the Meeting. As of the record date, there were outstanding
23,005,000 common shares of beneficial interest of the Fund (the "Shares").
No person within the knowledge of management of the Fund beneficially owned
more than 5% of the Fund's Shares of beneficial interest outstanding as of the
record date. (Beneficial ownership means voting power and/or investment power,
which includes the power to dispose of shares.) As of the record date, Cede &
Co., as nominee for Depository Trust Company, held of record 22,796,800 common
shares of the Fund.
SUMMARY OF VOTING ON PROPOSALS
With respect to Proposal 1, each Share of the Fund is entitled to one vote
for the election of each of the nominees for election as Trustees of the Fund.
With respect to Proposal 2, each Share of the Fund is entitled to one vote for
the ratification of the selection of independent public accountants.
PROPOSAL 1
ELECTION OF TRUSTEES
GENERAL
The Fund's Board of Trustees consists of thirteen members. The Board of
Trustees is divided into three staggered-term classes. Two such classes contain
four Trustees each and the third class contains five Trustees. The term of one
class expires each year and no term continues for more than three years after
the applicable election. Each class of Trustees will stand for election at the
conclusion of their respective three-year terms. Such classification may prevent
replacement of a majority of the Trustees for up to a two-year period.
Each of the nominees for the Fund is currently serving as a Trustee of the
Fund. Each of the nominees and Trustees has served on the Board of Trustees of
the Fund since the Fund's inception on June 16, 1994, except that Messrs.
Cunningham and Linbeck have served on the Board of Trustees of the Fund since
December 1994.
A shareholder using the enclosed form of proxy may authorize the proxies to
vote for the nominees or may withhold from the proxies authority to vote for the
nominees. If no contrary instructions are given, the proxies will vote FOR the
nominees. Each of the nominees has consented to his nomination and has agreed to
serve if elected. If, for any reason, any nominee should not be available for
election or able to serve as a Trustee, the proxies will exercise their voting
power in favor of such substitute nominee, if any, as the Fund's Trustees may
designate. The Fund has no reason to believe that it will be necessary to
designate a substitute nominee.
PROPOSAL 1
The terms of Messrs. Carlin, Cunningham, Fretz, Hiser and Toolan expire at
the 1996 Annual Meeting of the Fund and they are therefore the current nominees
for election; the terms of Ms. McCarter and Messrs. Ladner, Linbeck and Scipione
expire at the 1997 Annual Meeting; and the terms of Messrs. Boudreau, Smith,
Pruchansky and Cameron expire at the 1998 Annual Meeting. The table below lists
the nominees for election as Trustees of the Fund, including their principal
occupations for the past five years and other directorships held. The table also
lists the Trustees who are not currently standing for election and whose current
terms continue until the annual meetings in 1997 and 1998, respectively.
VOTE REQUIRED FOR PROPOSAL 1
The vote of a plurality of the votes cast by the Shares of the Fund is
sufficient to elect the nominees of the Fund.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUND DURING THE PAST FIVE YEARS JANUARY 10, 1996(1)(2)
------------------------ -------------------------- ----------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 1999
<S> <C> <C>
James F. Carlin Chairman and Chief Executive Officer, Carlin Consolidated, Inc. 100
(Age 55) (insurance); Chairman, Massachusetts Board of Higher Education
Trustee (since 1995); Trustee, Massachusetts Health and Education Tax-
Exempt Trust; Director, Arbella Mutual Insurance Company
(Insurance Company); Receiver, the City of Chelsea,
Massachusetts (until August 1992); and Trustee of 32
investment companies managed by John Hancock Advisers, Inc.
(the "Adviser")
<PAGE>
SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUND DURING THE PAST FIVE YEARS JANUARY 10, 1996(1)(2)
------------------------ -------------------------- ----------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 1999 (CONTINUED)
William H. Cunningham Chancellor, University of Texas System and former President, the --
(Age 52) University of Texas, Austin, Texas; Regents Chair for Free
Trustee Enterprise; Professor of Marketing and Dean College of Business
Administration/Graduate School of Business (1983-1985);
Centennial Chair in Business Education Leadership,
(1983-1985); Director, LaQuinta Motor Inns, Inc. (hotel
management company); Director, Jefferson-Pilot Corporation
(diversified life insurance company); Director,
Freeport-McMoran Inc. (oil and gas company); Director, Barton
Creek Properties, Inc. (1988-1990) (real estate development)
and LBJ Foundation Board (education foundation); Advisory
Director, Texas Commerce Bank-Austin; and Trustee of 30
investment companies managed by the Adviser (since 1994)
Charles F. Fretz Consultant, self-employed; Vice President and Director, Towers, --
(Age 67) Perrin, Foster & Crosby, Inc. (international management
Trustee consultants) (until 1985); and Trustee of 32 investment companies
managed by the Adviser
Harold R. Hiser, Jr. Executive Vice President of Schering Plough Corporation --
(Age 64) (pharmaceuticals) (retired 1995); and Trustee of 32 investment
Trustee companies managed by the Adviser
John P. Toolan Director, The Smith Barney Muni Bond Funds, The Smith Barney Tax 2,500
(Age 65) Free Money Fund, Inc., Vantage Money Market Funds (mutual funds),
Trustee The Inefficient-Market Fund, Inc. (closed-end investment company)
and Smith Barney Trust Company of Florida; Chairman, Smith
Barney Trust Company (retired December, 1991); Director, Smith
Barney, Inc., Mutual Management Company and Smith Barney
Advisers, Inc. (investment advisers) (until December 1991);
and Trustee of 32 investment companies managed by the Adviser
<PAGE>
SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUND DURING THE PAST FIVE YEARS JANUARY 10, 1996(1)(2)
------------------------ -------------------------- ----------------------
TERM TO EXPIRE IN 1997
Charles L. Ladner Senior Vice President and Chief Financial Officer, UGI Corp. 200
(Age 57) (public utility holding company); Director, Energy North Inc.
Trustee (public utility holding company) (until 1992); and Trustee of 32
investment companies managed by the Adviser
Leo E. Linbeck, Jr. Chairman, President, Chief Executive Officer and Director, Linbeck --
(Age 61) Corporation (a holding company engaged in various phases of the
Trustee construction industry and warehousing interests); Chairman of the
Board and Chief Executive Officer, Linbeck Construction
Corporation; Chairman and Director, Federal Reserve Bank of
Dallas; Director, Panhandle Eastern Corporation (a diversified
energy company), Daniel Industries, Inc. (manufacturer of gas
measuring products and energy related equipment), Geo Quest
International, Inc. (a geophysical consulting firm) and
Greater Houston Partnership; and Trustee of 30 investment
companies managed by the Adviser (since 1994)
Patricia P. McCarter Director and Secretary, the McCarter Corp. (machine manufacturer); 100
(Age 67) and Trustee of 32 investment companies managed by the Adviser
Trustee
*Richard S. Scipione General Counsel, John Hancock Mutual Life Insurance Company (the 500
(Age 58) "Insurance Company"); Director, the Adviser, John Hancock Investor
Trustee Services Corporation ("Investor Services"), John Hancock Funds,
Inc. ("John Hancock Funds"), John Hancock Distributors, Inc., John
Hancock Subsidiaries, Inc., John Hancock Property and Casualty
Insurance and its affiliates (until November 1993), Sovereign
Asset Management Corporation ("SAMCorp") and NM Capital
Management, Inc. ("NM Capital"); Trustee, The Berkeley Financial
Group ("Berkeley Group"); Director, JH Networking Insurance
Agency, Inc.; and Trustee of 35 investment companies managed by
the Adviser
<PAGE>
SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUND DURING THE PAST FIVE YEARS JANUARY 10, 1996(1)(2)
------------------------ -------------------------- ----------------------
TERM TO EXPIRE IN 1998
*Edward J. Boudreau, Jr. Chairman and Chief Executive Officer of the Adviser and the 100
(Age 51) Berkeley Group; Chairman and Managing Director, John Hancock
Chairman Advisers International Limited ("Advisers International");
Chairman of NM Capital, John Hancock Funds, Investor Services,
First Signature Bank & Trust Company and SAMCorp; Director,
John Hancock Freedom Securities Corp. and John Hancock
Capital Corp., New England/Canada Business Council; Member,
Investment Company Institute Board of Governors; Director,
Asia Strategic Growth Fund, Inc.; Trustee, Museum of Science;
President, the Adviser (until July 1992); Chairman, John
Hancock Distributors, Inc. (until April 1994); and Trustee and
Chairman of 61 investment companies managed by the Adviser
*Thomas W.L. Cameron Senior Vice President, Interstate/Johnson Lane, Investment 1,000
(Age 68) Brokerage; and Trustee of 21 investment companies managed by the
Trustee Adviser
Steven R. Pruchansky Director and Treasurer, Mast Holding, Inc.; Director, First 250
(Age 51) Signature Bank & Trust Company (until August 1991); Trustee, Mast
Trustee Realty Trust; President, Maxwell Building Corp. (until 1991); and
Trustee of 32 investment companies managed by the Adviser
Norman H. Smith Lieutenant General, USMC; Deputy Chief of Staff for Manpower and 208
(Age 62) Reserve Affairs, Headquarters Marine Corps.; Commanding General,
Trustee III Marine Expeditionary Force/3d Marine Division (retired 1991);
and Trustee of 32 investment companies managed by the Adviser
All Trustees and executive officers 4,958
of the Fund as a group
- ------------
* "Interested Person," as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"), of the Fund and the
Adviser.
(1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Trustees. Each Trustee has all voting
and investment powers with respect to the shares indicated.
(2) None of the Trustees beneficially owned individually, and the
Trustees and executive officers of the Fund as a group did not
beneficially own, in excess of one percent of the outstanding Shares
of the Fund.
</TABLE>
The Board of Trustees held four meetings during the Fund's fiscal year ended
October 31, 1995. No Trustee of the Fund, with the exception of Mr. Scipione,
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the Trustees of the Fund and (2) the total number of meetings held by all
committees of the Trustees on which he or she served during the period in which
he or she served in such capacity.
The Fund has an Audit Committee of the Trustees. The Committee members are
Ms. McCarter and Messrs. Fretz, Toolan, Ladner, Smith, Pruchansky, Carlin,
Linbeck, Cunningham and Hiser. None of the members of the Audit Committee are
"interested persons" as defined in the Investment Company Act ("Independent
Trustees"). The Audit Committee held four meetings during the Fund's 1995
fiscal year.
The functions performed by the Audit Committee are to recommend annually to
the Trustees a firm of independent certified public accountants to audit the
books and records of the Fund for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Fund on matters concerning the Fund's financial
statements and reports, including the appropriateness of their accounting
practices and of their internal controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to approve the purchase by the Fund from the firm of all non-audit
services; to review all fees paid to the firm; to recommend to the Trustees, at
the request of the Fund's officers or Trustees, a resolution of any potential or
actual conflict of interest; and to facilitate communication between the firm
and the Fund's officers and Trustees.
The Fund has a special Nominating Committee of the Trustees known as the
Committee on Administration. The Committee members are Ms. McCarter and Messrs.
Fretz, Toolan, Ladner, Smith, Pruchansky, Carlin, Linbeck, Cunningham and Hiser.
All of the members of the Committee on Administration are Independent Trustees.
The Committee on Administration held four meetings during the Fund's 1995 fiscal
year.
Included among the functions of the Committee on Administration is the
selection and nomination for appointment and election of candidates to serve as
Trustees who are not "interested persons" as defined in the Investment Company
Act. The Committee on Administration also coordinates with Trustees who are
interested persons in the selection and election of Fund officers and will
consider nominees recommended by shareholders to serve as Trustees, provided
that shareholders submit such recommendations in compliance with all of the
pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
During the Fund's 1995 fiscal year, reports required by Section 16 of the
Securities Exchange Act of 1934 were filed disclosing no transactions for the
following officers or directors of the Adviser or Trustees of the Fund on the
respective dates indicated: William H. Cunningham, January 20, 1995; Lawrence J.
Daly, October 11, 1994; William C. Fletcher, April 13, 1995; Anthony A.
Goodchild, October 11, 1994; Leo E. Linbeck, Jr., January 25, 1995; and Henry E.
Smith, September 29, 1995.
EXECUTIVE OFFICERS
In addition to the Chairman (Mr. Boudreau), the table below lists the Fund's
executive officers. The officers of the Fund first became officers of the Fund
on June 16, 1994 (inception).
<TABLE>
<CAPTION>
NAME (AGE) AND POSITION PRINCIPAL OCCUPATION
WITH THE FUND DURING THE PAST FIVE YEARS
----------------------- --------------------------
<S> <C>
Robert G. Freedman Vice Chairman and Chief Investment Officer, the Adviser and certain of the John Hancock
(Age 57) funds; Director, the Adviser, Investor Services and John Hancock Funds; Senior Vice
President, Berkeley Group; Director, Advisers International, SAMCorp and NM Capital.
Andrew F. St. Pierre President, John Hancock closed-end funds; Senior Vice President, the Adviser and John
(Age 35) Hancock open-end funds; formerly Portfolio Manager, Harvard Management Corp. (until
President October 1991).
Anne C. Hodsdon President, the Adviser and John Hancock open-end funds and Executive Vice President, John
(Age 42) Hancock closed-end funds.
Executive Vice President
James B. Little Senior Vice President and Chief Financial Officer, each of the John Hancock funds; Senior
(Age 60) Vice President, the Adviser, Investor Services, John Hancock Funds and Berkeley Group;
Senior Vice President and Chief Financial Officer, the Adviser (until January, 1993).
Chief Financial Officer
Thomas H. Drohan Senior Vice President and Secretary, the Adviser, Berkeley Group and each of the John
(Age 59) Hancock funds; Senior Vice President, Investor Services and John Hancock Funds; Director,
Senior Vice President and Advisers International; and Secretary, NM Capital.
Secretary
John A. Morin Vice President, the Adviser, Investor Services and John Hancock Funds; Vice President and
(Age 45) Compliance Officer, certain of the John Hancock funds; Counsel, John Hancock Mutual Life
Vice President and Insurance Company; Vice President and Assistant Secretary, Berkeley Group.
Compliance Officer
James J. Stokowski Vice President, the Adviser; Vice President and Treasurer, each of the John Hancock
(Age 49) funds.
Vice President and Treasurer
</TABLE>
<PAGE>
REMUNERATION OF TRUSTEES AND OFFICERS
The following table provides information regarding the compensation paid by
the Fund and the other investment companies in the John Hancock Fund complex to
the Independent Trustees for their services for the Fund's fiscal year ended
October 31, 1995. The three non-Independent Trustees, Messrs. Boudreau, Scipione
and Cameron, and each of the Fund's officers are interested persons of the
Adviser, are compensated by the Adviser and receive no compensation from the
Fund for their services.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION FROM ALL
INDEPENDENT COMPENSATION BENEFITS ACCRUED AS PART OF FUNDS IN JOHN HANCOCK FUND
TRUSTEE FROM THE FUND THE FUND'S EXPENSES COMPLEX TO TRUSTEES (1)
- ------------ ----------------- ------------------------------- ------------------------------
<S> <C> <C> <C>
James F. Carlin $ 6,087 $ 0 $ 60,700
William H. Cunningham 1,476 0 69,700
Charles F. Fretz 8,456 0 56,200
Harold R. Hiser, Jr. 9,403 8,773 60,200
Charles L. Ladner 5,138 0 60,700
Leo E. Linbeck, Jr. 1,476 0 72,700
Patricia P. McCarter 5,138 0 60,700
Steven R. Pruchansky 5,293 0 62,700
Norman H. Smith 5,293 0 62,700
John P. Toolan 5,138 4,508 60,700
------- ------- --------
Totals $52,898 $13,281 $627,000
- ------------
(1) The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees is $627,000 as of the calendar year ended December
31, 1995. All the Independent Trustees except Messrs. Cunningham and
Linbeck are Trustees of 32 funds in the John Hancock Fund Complex. Messrs.
Cunningham and Linbeck are Trustees of 30 funds.
</TABLE>
PROPOSAL 2
RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
The Trustees of the Fund, including a majority of the Independent Trustees,
have selected Deloitte & Touche, LLP to act as independent public accountants
for the Fund's fiscal year ending October 31, 1996.
Deloitte & Touche, LLP has advised the Fund that it has no direct or
indirect financial interest in the Fund. This selection is subject to the
ratification by the shareholders of the Fund at the Meeting. The enclosed proxy
card provides space for instructions directing the proxies named therein to vote
for, against, or abstain from, ratifying that selection. A representative of
Deloitte & Touche, LLP is expected to be present at the Meeting and will be
available to respond to appropriate questions relating to the examination of the
Fund's financial statements.
The Board of Trustees, including all the Independent Trustees, unanimously
recommends that shareholders ratify the selection of Deloitte & Touche, LLP as
independent public accountants of the Fund for the fiscal year ending October
31, 1996.
VOTE REQUIRED TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The approval of a "majority" (as described below) of the Shares of the Fund
is required to ratify the selection of Deloitte & Touche, LLP as the Fund's
independent public accountants for the Fund's fiscal year ending October 31,
1996.
<PAGE>
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Fund's annual
meeting to be held in 1997 must be received by the Fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than November 7, 1996 for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting.
VOTING; QUORUM; ADJOURNMENT
The affirmative vote of the holders of a plurality of the Shares of the Fund
present in person or represented by proxy at the Meeting, assuming a majority of
the outstanding Shares is present, is required to elect the nominees. The
adoption by the Fund shareholders of Proposal 2 requires the affirmative vote of
a majority of the shares, which is defined as the lesser of: (i) 67% or more of
the Shares of the Fund present at the Meeting, if the holders of more than 50%
of the Shares of the Fund are present or represented by proxy; or (ii) more than
50% of the outstanding Shares of the Fund.
Shares represented in person or by proxy (including shares which abstain or
do not vote with respect to one or both of the proposals presented for
shareholder approval) will be counted for purposes of determining whether a
quorum is present at the Meeting. Abstentions from voting will be treated as
Shares that are present and entitled to vote for purposes of determining the
number of Shares that are present and entitled to vote with respect to either
proposal, but will not be counted as a vote in favor of that proposal.
Accordingly, an abstention from voting has no effect on the voting in
determining whether Proposal 1 has been adopted but has the same effect as a
vote against Proposal 2.
Although both of the proposals in this proxy statement are considered
routine matters on which brokers holding shares in "street name" may vote
without instruction under the rules of the New York Stock Exchange, if a broker
or nominee holding shares in "street name" nevertheless indicates on the proxy
that it does not have discretionary authority to vote as to either proposal,
those Shares will not be considered as present and entitled to vote as to that
proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether Proposal 1 has been adopted and has no effect on the voting
in determining whether Proposal 2 has been adopted pursuant to item (i) above,
provided that the holders of more than 50% of the outstanding Shares (excluding
the "broker non-votes") are present or represented by proxy. However, with
respect to determining whether Proposal 2 has been adopted pursuant to item (ii)
above, because Shares represented by a "broker non-vote" are considered
outstanding Shares, a "broker non-vote" has the same effect as a vote against
such proposal.
In the event that at the time any session of the Meeting is called to order
and a quorum is not present in person or by proxy, the persons named as proxies
may vote those proxies which have been received to adjourn such Meeting to a
later date. In the event that a quorum is present at any Meeting but sufficient
votes in favor of Proposal 2 or FOR the nominees set forth in Proposal 1 have
not been received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies with
respect to such proposal. Any adjournment will require the affirmative vote of a
majority of the Shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote those proxies
which they are entitled to vote in favor of any such proposal in favor of such
adjournment and will vote those proxies required to be voted against any such
proposal against such adjournment. A shareholder vote may be taken on one or
both of the proposals prior to such adjournment if sufficient votes for the
proposal's approval have been received and it is otherwise appropriate.
EXPENSES AND METHODS OF SOLICITATION
The costs of the Meeting, including the solicitation of proxies, will be
paid by the Fund. Persons holding Shares as nominees will be reimbursed by the
Fund, upon request, for their reasonable expenses in sending soliciting material
to the principals of the accounts. In addition to the solicitation of proxies by
mail, Trustees, officers and employees of the Fund or of the Fund's investment
adviser may solicit proxies in person or by telephone. John Hancock Advisers,
Inc., 101 Huntington Avenue, Boston Massachusetts 02199-7603, serves as the
Fund's investment adviser and administrator. The firm Corporate Investor
Communications, Inc. has been retained to assist in the solicitation of proxies
at a cost of approximately $5,500.
OTHER MATTERS
The management of the Fund knows of no business to be brought before the
Meeting except as mentioned above. If, however, any other matters were properly
to come before the Meeting, the persons named in the enclosed form of proxy
intend to vote on such matters in accordance with their best judgment. If any
shareholders desire additional information about the matters proposed for
action, the management will provide further information.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
Dated: January 26, 1996
<PAGE>
P R O X Y
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
The undersigned holder of common shares of beneficial interest ("Common Shares")
of John Hancock Bank and Thrift Opportunity Fund (the "Fund") hereby constitutes
and appoints Edward J. Boudreau, Jr., Thomas H. Drohan and John A. Morin, and
each of them singly, proxies and attorneys of the undersigned, with full power
of substitution to each, for and in the name of the undersigned, to vote and act
upon all matters (unless and except as expressly limited below) at the Annual
Meeting of Shareholders of the Fund to be held on Thursday, March 7, 1996 at the
offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 A.M.,
Boston Time, and at any and all adjournments thereof, in respect of all Common
Shares of the Fund held by the undersigned or in respect of which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please complete, sign, date and return this Proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED?
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<PAGE>
__X_ PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C>
With- For all
For Hold Except For Against Abstain
2.) To ratify the selection of
1.) To elect the following nominees Deloitte & Touche, LLP as Indep-
to serve as Trustees of the Fund. ____ ____ ____ endent public accountants. ____ ____ ____
James F. Carlin, William H. Cunningham,
Charles F. Fretz, Harold R. Hiser, Jr. and John P. Toolan
If you do not wish your shares voted "FOR" a particular nominee,
mark the "For All Except" box and strike a line through the THIS PROXY IS SOLICITED BY THE
nominee(s) name. Your shares will be voted for the remaining BOARD OF TRUSTEES
nominee(s).
Specify desired action by check marks in the
appropriate spaces. If no specification is made, this
Proxy will be voted for the nominees named in the Proxy
Statement and in favor of Item 2. The persons named as
proxies have discretionary authority, which they intend
to exercise in favor of the proposals referred to and
according to their best judgment as to the other
matters which may properly come before the meeting.
Please be sure to sign and date this Proxy. Date Mark box at right if address change has
been noted on the reverse side of this card. _____
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
</TABLE>
