As filed with the Securities and Exchange Commission on January 24, 1997.
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
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
January 24,1997
Dear Fellow Shareholder:
As an investor in the John Hancock Bank and Thrift Opportunity Fund, you are
cordially invited to attend the annual shareholder meeting on Thursday, March 6,
1997 at 9:00 a.m. Eastern time, to be held at John Hancock Funds, 101 Huntington
Avenue, Boston, MA 02199.
Both of the proposals 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 Funds investment objective, policies or restrictions, or to the
investment management contract.
ELECT YOUR FUNDS BOARD OF TRUSTEES
Proposal number one asks you to elect four trustees to serve until their
respective successors are elected and qualified. Your proxy statement includes a
brief description of each individuals background.
RATIFY THE TRUSTEES SELECTION OF ACCOUNTANTS
Proposal number two asks you to ratify or reject the trustees selection of
Deloitte & Touche, LLP as the Fund's independent accountants for the current
fiscal year. Deloitte & Touche, LLP has been the Funds independent accountants
since the Fund's inception.
YOUR VOTE IS IMPORTANT!
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. Your prompt response will help avoid the cost of additional mailings.
If you have any questions, please call 1-800-426-5523, Monday through Friday
between 9:00 a.m. and 5:00 p.m. Eastern time.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/s/ Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman of the Board
P9PXL 1/97
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.* o John Hancock Investor
Services Corporation o NM Capital Management, Inc. o Sovereign Asset Management
Corporation
*Member of National Association of Securities Dealers, Inc.
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 6, 1997
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 6, 1997 at 9:00 a.m., Boston
time, for the following purposes:
(1) To elect four 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 9,
1997 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,
Susan S. Newton
Vice President and Secretary
Dated: January 24, 1997
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 1/97
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 6, 1997
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 6, 1997 at 9:00 a.m.
(Boston time), and at any and all adjournments thereof (the "Meeting").
The Meeting will be held at the principal office 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 24, 1997. THE FUND'S
ANNUAL REPORT FOR ITS 1996 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 1-800-892-9552.
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 9, 1997 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
22,100,000 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 21,623,599 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.
<PAGE>
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 since December 1994
and Ms. Hodsdon has served on the Board of Trustees since March 1996.
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 Ms. McCarter and Messrs. Ladner, Linbeck and Scipione expire at
the 1997 Annual Meeting of the Fund and they are therefore the current nominees
for election; the terms of Ms. Hodsdon and Messrs. Boudreau, Smith and
Pruchansky expire at the 1998 Annual Meeting; and the terms of Messrs. Carlin,
Cunningham, Fretz, Hiser and Toolan expire at the 1999 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 1998 and 1999,
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.
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 9, 1997(1)(2)
------------------------------ -------------------------- -------------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2000
<S> <C> <C>
Charles L. Ladner Director, Energy North, Inc. (public utility holding company) 200
(Age 58) (until 1992); Senior Vice President of UGI Corp. Holding Company
Trustee Public Utilities, LPGAS and Trustee of 32 funds managed by the
Adviser.
Leo E. Linbeck, Jr. Chairman, President, Chief Executive Officer and Director, Linbeck --
(Age 62) Corporation (a holding company engaged in various phases of the
Trustee construction industry and warehousing interests); Former Chairman,
Federal Reserve Bank of Dallas (1992, 1993); Chairman of the Board
and Chief Executive Officer, Linbeck Construction Corporation;
Director, PanEnergy Corporation (a diversified energy company),
Daniel Industries, Inc. (manufacturer of gas measuring products and
energy related equipment), GeoQuest International Holdings, Inc. (a
geophysical consulting firm) (1980-1993); Former Director, Greater
Houston Partnership (1980-1995) and Trustee of 32 funds managed by
the Adviser.
Patricia P. McCarter Director and Secretary, The McCarter Corp. (machine manufacturer) 214
(Age 68) and Trustee of 32 funds managed by the Adviser.
Trustee
*Richard S. Scipione General Counsel, John Hancock Mutual Life Insurance Company; 500
(Age 59) Director, the Adviser, John Hancock Advisers International Limited
Trustee ("Advisers International"), John Hancock Funds, Inc. ("John
Hancock Funds"), John Hancock Signature Services, Inc. ("Signature
Services"), John Hancock Distributors, Inc., John Hancock
Insurance Agency, Inc. ("Insurance Agency, Inc."), John Hancock
Subsidiaries, Inc., Sovereign Asset Management Corporation
("SAMCorp."); and NM Capital Management, Inc. ("NM Capital");
Trustee, The Berkeley Financial Group ("The Berkeley Group");
Director, JH Networking Insurance Agency, Inc.; Director, John
Hancock Property and Casualty Insurance and its affiliates (until
November, 1993) and Trustee of 67 funds managed by the Adviser.
<PAGE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 9, 1997(1)(2)
------------------------------ -------------------------- -------------------------
TERM TO EXPIRE IN 1998
<S> <C> <C>
*Edward J. Boudreau, Jr. Chairman and Chief Executive Officer, the Adviser and The Berkeley 600
(Age 52) Group; Chairman, NM Capital and Advisers International; Chairman,
Chairman Chief Executive Officer and President, John Hancock Funds,
Signature Services, First Signature Bank and Trust Company, and
SAMCorp.; Director, John Hancock Freedom Securities Corporation,
Insurance Agency, Inc., John Hancock Capital Corporation and New
England/Canada Business Council; Member, Investment Company
Institute Board of Governors; Director, Asia Strategic Growth Fund,
Inc.; Trustee, Museum of Science; Vice Chairman and President, the
Adviser (until July 1992); Chairman, John Hancock Distributors,
Inc. (until April, 1994) and Trustee and Chairman of 67 funds
managed by the Adviser.
*Anne C. Hodsdon President, Chief Operating Officer and Director, the Adviser; --
(Age 43) Director, The Berkeley Group, John Hancock Funds, Signature
President Services (since October 1996); Director, Advisers International;
Executive Vice President, the Adviser (until December 1994); Senior
Vice President, the Adviser (until December 1993); Trustee and
President of 67 funds managed by the Adviser.
Steven R. Pruchansky Director and President, Mast Holdings, Inc. (since 1991); 250
(Age 52) Director, First Signature Bank & Trust Company (until August
Trustee 1991); Director, Mast Realty Trust (until 1994); President,
Maxwell Building Corp. (until 1991) and Trustee of 32 funds
managed by the Adviser.
Norman H. Smith Lieutenant General, United States Marine Corps; Deputy Chief of 227
(Age 63) Staff for Manpower and Reserve Affairs, Headquarters Marine Corps;
Trustee Commanding General III Marine Expeditionary Force/3rd Marine
Division (retired 1991) and Trustee of 32 funds managed by the
Adviser.
<PAGE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 9, 1997(1)(2)
------------------------------ -------------------------- -------------------------
TERM TO EXPIRE IN 1999
<S> <C> <C>
James F. Carlin Chairman and CEO, Carlin Consolidated, Inc. (management/ 100
(Age 56) investments); Director, Arbella Mutual Insurance Company
Trustee (insurance), Consolidated Group Trust (insurance administration),
Carlin Insurance Agency, Inc., West Insurance Agency, Inc. (until
May 1995) Uno Restaurant Corp.; Chairman, Massachusetts Board of
Higher Education (since 1995); Receiver, the City of Chelsea (until
August 1992) and Trustee of 32 funds managed by the Adviser.
William H. Cunningham Chancellor, University of Texas System and former President of the --
(Age 53) University of Texas, Austin, Texas; Lee Hage and Joseph D. Jamail
Trustee Regents Chair of Free Enterprise; Director, LaQuinta Motor Inns,
Inc. (hotel management company); Director, Jefferson-Pilot
Corporation (diversified life insurance company) and LBJ
Foundation Board (education foundation); Advisory Director, Texas
Commerce Bank -- Austin and Trustee of 32 funds managed by the
Adviser.
Charles F. Fretz Retired; self employed; Former Vice President and Director, --
(Age 68) Towers, Perrin, Foster & Crosby, Inc. (international management
Trustee consultants) (1952-1985) and Trustee of 32 funds managed by the
Adviser.
Harold R. Hiser, Jr. Executive Vice President, Schering-Plough Corporation 3,800
(Age 65) (pharmaceuticals) (retired 1996); Director, ReCapital Corporation
Trustee (reinsurance) (until 1995) and Trustee of 32 funds managed by the
Adviser.
John P. Toolan Director, The Smith Barney Muni Bond Funds, The Smith Barney Tax- 2,500
(Age 66) Free Money Funds, 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) (retired 1991); Senior Executive Vice
President, Director and member of the Executive Committee, Smith
Barney, Harris Upham & Co., Incorporated (investment bankers)
(until 1991) and Trustee of 32 funds managed by the Adviser.
All Trustees and executive officers of the Funds as a group: 8,891
<FN>
- ------------
*"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.
</FN>
</TABLE>
<PAGE>
The Board of Trustees held six meetings during the Fund's fiscal year ended
October 31, 1996. No Trustee of the Fund, except William H. Cunningham, Harold
R. Hiser, Jr. and Richard S. 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 1996
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 1996 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 1996 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: Timothy E. Keefe, September 4, 1996 and Douglas M.
Costle, May 7, 1996.
EXECUTIVE OFFICERS
In addition to the Chairman (Mr. Boudreau) and the President (Ms. Hodsdon),
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).
<PAGE>
<TABLE>
<CAPTION>
NAME (AGE) AND POSITION PRINCIPAL OCCUPATION
WITH THE FUNDS DURING THE PAST FIVE YEARS
----------------------- --------------------------
<S> <C>
Robert G. Freedman Vice Chairman and Chief Investment Officer, the Adviser and each of the John Hancock
(Age 58) funds; Director, the Adviser, Advisers International, John Hancock Funds, Signature
Vice Chairman Services, SAMCorp., Insurance Agency, Inc., Southeastern Thrift & Bank Fund and NM
Capital; Senior Vice President, The Berkeley Group; President, the Adviser (until
December 1994).
James B. Little Senior Vice President and Chief Financial Officer, each of the John Hancock funds; Senior
(Age 61) Vice President, the Adviser, The Berkeley Group, John Hancock Funds and Signature
Senior Vice President and Services.
Chief Financial Officer
John A. Morin Vice President and Secretary of the Adviser, John Hancock Funds and The Berkeley Group;
(Age 46) Vice President, Secretary and Compliance Officer of Signature Services; Secretary of
Vice President SAMCorp, Insurance Agency, Inc. and NM Capital; Counsel, John Hancock Mutual Life
Insurance Company (until January 1996).
Susan S. Newton Vice President and Secretary, each of the John Hancock funds; Vice President, the
(Age 46) Adviser, John Hancock Funds, Signature Services and The Berkeley Group.
Vice President and Secretary
James J. Stokowski Vice President and Treasurer, each of the John Hancock funds and Vice President, the
(Age 50) Adviser.
Vice President and Treasurer
Thomas H. Connors Second Vice President, Assistant Secretary and Compliance Officer, each of the John
(Age 37) Hancock funds; Second Vice President, the Adviser; Associate Lawyer, LeBoeuf, Lamb, Leiby
Second Vice President and & MacRae (until January 1992).
Compliance Officer
</TABLE>
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, 1996. The three non-Independent Trustees, Ms. Hodsdon and Messrs.
Boudreau and Scipione, 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.
<PAGE>
AGGREGATE TOTAL COMPENSATION FROM ALL
COMPENSATION FUNDS IN JOHN HANCOCK FUND
INDEPENDENT TRUSTEE FROM THE FUND COMPLEX TO TRUSTEES(*)
- ------------ -------------- --------------------------
James F. Carlin $ 7,138 $ 74,250
William H. Cunningham** 9,007 74,250
Charles F. Fretz 7,061 74,500
Harold R. Hiser, Jr.** 6,485 70,250
Charles L. Ladner 7,061 74,500
Leo E. Linbeck, Jr. 9,007 74,250
Patricia P. McCarter** 6,831 74,250
Steven R. Pruchansky** 7,280 77,500
Norman H. Smith** 7,280 77,500
John P. Toolan** 7,058 74,250
------- --------
Totals $74,208 $745,500
- ------------
(*)The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees was $745,500 for the calendar year ended December 31,
1996.
(**)As of December 31, 1996, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Cunningham was $131,741, for Mr. Hiser was $90,972, for Ms. McCarter was
$67,548, for Mr. Pruchansky was $28,731, for Mr. Smith was $32,314, and for
Mr. Toolan was $163,385 under the John Hancock Deferred Compensation Plan
for Independent Trustees ("the "Plan"). Under the Plan, an Independent
Trustee may elect to have his deferred fees invested by a Fund in shares of
one or more funds in the John Hancock Fund Complex, and the amount paid to
the Trustees under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees" fees does not obligate any Fund to
retain the services of any Trustee of obligate any Fund to pay any
particular level of compensation to the Trustee.
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 ("Deloitte & Touche") to act as independent
public accountants for the Fund's fiscal year ending October 31, 1997.
Deloitte & Touche 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, will have the opportunity
to make a statement if he or she desires to do so 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 as
independent public accountants of the Fund for the fiscal year ending October
31, 1997.
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 as the Fund's
independent public accountants for the Fund's fiscal year ending October 31,
1997.
<PAGE>
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Fund's annual
meeting to be held in 1998 must be received by the Fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than November 6, 1997 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
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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 Investors 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 24, 1997
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JOHN HANCOCK
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BANK AND THRIFT OPPORTUNITY FUND
1. To elect the following nominees to serve as Trustees of the Fund.
Charles L. Ladner, Leo E. Linbeck, Jr.,
and Patricia P. McCarter
For Withhold For All Except
____ ____ ____
| | | | | |
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NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee(s) name(s). Your
shares will be voted for the remaining nominee(s).
2. To ratify the selection of Deloitte & Touche LLP as independent public
accountants.
For Against Abstain
____ ____ ____
| | | | | |
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THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES.
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.
Mark box at right if an address change has been noted on the reverse side of
this card. ____
| |
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RECORD DATE SHARES:
-------------------------
Please be sure to sign and date this Proxy. Date
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______Shareholder sign here____________________________Co-owner sign here_______
<PAGE>
PROXY
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., James B. Little and Susan S. Newton, 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 6, 1997, 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 powers the undersigned
would possess if personally present. All proxies heretofore given by the
undersigned in respect of said meeting are hereby revoked.
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PLEASE VOTE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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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.
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HAS YOU ADDRESS CHANGED?
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