As filed with the Securities and Exchange Commission on January 23, 1998.
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
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY
(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>
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:
The annual meeting of shareholders of our Fund will be held on March 6, 1997.
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 objective, policies or restrictions,
or to the investment management contract.
Proposal number one asks you to elect four trustees to serve until their
respective successors are elected and qualified. The biographies of the trustees
are included in the proxy statement. We invite you to acquaint yourself with
these individuals.
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 Fund's independent accountants
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 toll free at 800-426-5523.
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
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1998
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 5, 1998 at 9:00 a.m., Eastern
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 8,
1998 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 23, 1998
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 1/98
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 5, 1998
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 5, 1998 at 9:00 a.m.,
Eastern 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 23, 1998. THE FUND'S
ANNUAL REPORT FOR ITS 1997 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 8, 1998 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
88,400,000 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, except Cramer Rosenthal McGlynn, Inc., 707 Westchester Avenue,
White Plains, N.Y., 10604 which holds 6.9%. (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 87,803,049 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 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. All of the nominees have consented to their nominations and have
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. Hodsdon and Messrs. Boudreau, Smith and Pruchansky expire
at the 1998 Annual Meeting of the Fund and they are therefore the current
nominees for election; the terms of Messrs. Carlin, Cunningham, Fretz, Hiser and
Toolan expire at the 1999 Annual Meeting; and the terms of Ms. McCarter and
Messrs. Ladner, Linbeck and Scipione expire at the 2000 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 1999 and
2000, 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.
COMMON SHARES
OWNED
BENEFICIALLY,
DIRECTLY
OR INDIRECTLY,
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION ON JANUARY 8,
WITH THE FUNDS DURING THE PAST FIVE YEARS 1998(1)(2)
- ------------------------ -------------------------- -------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2001
*Edward J. Boudreau, Jr. Chairman and Chief Executive Officer, 2,400
(Age 53) the Adviser and The Berkeley Financial
Chairman Group ("The Berkeley Group"); Chairman,
NM Capital Management Inc. ("NM
Capital"), Sovereign Asset Management
Corporation ("SAMCorp") and John Hancock
Advisers International Limited ("Advisers
International"); Director, John Hancock
Advisers International (Ireland),
Chairman, Chief Executive Officer and
President, John Hancock Funds, Inc.
("John Hancock Funds") and First
Signature Bank and Trust Company;
Director, John Hancock Freedom Securities
Corporation, John Hancock Insurance
Agency, Inc. ("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.; Chairman, John Hancock
Distributors, Inc. ("Distributors, Inc.")
(until April 1994); Director, John
Hancock Signature Services ("Signature
Services") (until January 1997) and
Trustee and Chairman of 66 funds managed
by the Adviser.
*Anne C. Hodsdon President, Chief Operating Officer and --
(Age 44) Director, the Adviser; Director and
President President, NM Capital and SAMCorp;
Director, The Berkeley Group, John
Hancock Funds, Advisers International,
John Hancock Advisers International
(Ireland), Insurance Agency, Inc;
Executive Vice President, the Adviser
(until December 1994); Director,
Signature Services (until January 1997)
and Trustee and President of 66 funds
managed by the Adviser.
Steven R. Pruchansky Director and President, Mast Holdings, 3,020
(Age 53) Inc. (since 1991); Director, First
Trustee Signature Bank & Trust Company (until
August 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 908
(Age 64) Corps; Deputy Chief of Staff for Manpower
Trustee and Reserve Affairs, Headquarters Marine
Corps; Commanding General III Marine
Expeditionary Force/3rd Marine Division
(retired 1991) and Trustee of 32 funds
managed by the Adviser.
<PAGE>
COMMON SHARES
OWNED
BENEFICIALLY,
DIRECTLY
OR INDIRECTLY,
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION ON JANUARY 8,
WITH THE FUNDS DURING THE PAST FIVE YEARS 1998(1)(2)
- ------------------------ -------------------------- -------------
TERM TO EXPIRE IN 1999
James F. Carlin Chairman and CEO, Carlin Consolidated, 400
(Age 57) Inc. (management/investments); Director,
Trustee Arbella Mutual Insurance Company
(insurance), Health Plan Services, Inc.,
Massachusetts Health and Education Tax
Exempt Trust, Flagship Healthcare, Inc.,
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 --
(Age 54) and former President of the University of
Trustee Texas, Austin, Texas; Lee Hage and Joseph
D. Jamail Regents Chair of Free
Enterprise; Director, LaQuinta Motor
Inns, Inc. (hotel management company),
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 --
(Age 69) President and Director, Towers, Perrin,
Trustee Foster & Crosby, Inc. (international
management consultants) (1952-1985) and
Trustee of 32 funds managed by the
Adviser.
Harold R. Hiser, Jr. Executive Vice President, Schering-Plough 15,200
(Age 66) Corporation (pharmaceuticals) (retired
Trustee 1996); Director, ReCapital Corporation
(reinsurance) (until 1995) and Trustee of
32 funds managed by the Adviser.
John P. Toolan Director, The Smith Barney Muni Bond 10,000
(Age 67) Funds, The Smith Barney Tax-Free Money
Trustee Funds, Inc., Vantage Money Market Funds
(mutual funds), 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.
<PAGE>
COMMON SHARES
OWNED
BENEFICIALLY,
DIRECTLY
OR INDIRECTLY,
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION ON JANUARY 8,
WITH THE FUNDS DURING THE PAST FIVE YEARS 1998(1)(2)
- ------------------------ -------------------------- -------------
TERM TO EXPIRE IN 2000
Charles L. Ladner Director, Energy North, Inc. (public 800
(Age 59) utility holding company) (until 1992);
Trustee Senior Vice President of UGI Corp.
Holding Company Public Utilities, LPGAS,
Vice President of Amerigas Partners L.P.
and Trustee of 32 funds managed by the
Adviser.
Leo E. Linbeck, Jr. Chairman, President, Chief Executive --
(Age 63) Officer and Director, Linbeck Corporation
Trustee (a holding company engaged in various
phases of the 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 903
(Age 69) Corp. (machine manufacturer) and Trustee
Trustee of 32 funds managed by the Adviser.
*Richard S. Scipione General Counsel, John Hancock Mutual Life 2,139
(Age 60) Insurance Company; Director, the Adviser,
Trustee John Hancock Funds, Distributors, Inc.,
Insurance Agency, Inc., John Hancock
Subsidiaries, Inc., SAMCorp. and NM
Capital; Trustee, The Berkeley Group;
Director, JH Networking Insurance Agency,
Inc.; Director, Signature Services (until
January 1997) and Trustee of 66 funds
managed by the Adviser.
All Trustees and executive officers of the Funds as a group 37,770
- ------------
* "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. Except as otherwise noted, 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 as of January 8,
1998.
The Board of Trustees held four meetings during the Fund's fiscal year ended
October 31, 1997. No Trustees of the Fund, except Messrs. Carlin and 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 they served during the period in which they
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 1997
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 1997 fiscal
year.
Included among the functions of the Administration Committee 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 Administration Committee 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.
COMPLIANCE WITH SECTION 16(A) REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
executive officers, Trustees and persons who own more than ten percent of the
Fund's shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, Trustees, and 10% Shareholders are required by SEC regulations to
furnish the Fund with copies of all Section 16(a) forms they file. Based solely
on a review of the copies of these reports furnished to the Fund and
representations that no other reports were required to be filed, the Fund
believes that during the past fiscal year its executive officers, Trustees and
10% Shareholders complied with all applicable Section 16(a) filing requirements,
except that Form 3 reports disclosing no transactions in the Fund were filed for
the following officers of the Adviser in January, 1998:
Miren Etcheverry and Gerardo J. Espinosa.
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
became officers on June 16, 1994 (inception).
NAME (AGE) AND POSITION PRINCIPAL OCCUPATION
WITH THE FUNDS DURING THE PAST FIVE YEARS
- ----------------------- --------------------------
Robert G. Freedman Vice Chairman and Chief Investment Officer, the Adviser
(Age 59) and each of the John Hancock funds; Director, the
Vice Chairman Adviser, Advisers International, John Hancock Funds,
SAMCorp., Insurance Agency, Inc., Southeastern Thrift &
Bank Fund, The Berkeley Group and NM Capital; Senior Vice
President, The Berkeley Group; President, the Adviser
(until December 1994); Director, Signature Services
(until January 1997).
James B. Little Senior Vice President and Chief Financial Officer, each
(Age 63) of the John Hancock funds; Senior Vice President, the
Adviser, The Berkeley Group and John Hancock Funds;
Senior Vice President, Signature Services (until January
1997).
Susan S. Newton Vice President and Secretary, each of the John Hancock
(Age 47) funds; Vice President, the Adviser, John Hancock Funds,
Signature Services, The Berkeley Group and Vice
President, Distributors, Inc. (until April 1994).
John A. Morin Vice President and Secretary of the Adviser, John Hancock
(Age 47) Funds, Signature Services and the Berkeley Group;
Vice President Secretary, NM Capital and SAMCorp.; Clerk, Insurance
Agency, Inc.; Counsel, John Hancock Mutual Life Insurance
Company (until February 1996); Vice President,
Distributors, Inc. (until April 1994).
James J. Stokowski Vice President and Treasurer, each of the John Hancock
(Age 51) funds and Vice President, the Adviser.
Thomas H. Connors Second Vice President, Assistant Secretary and Compliance
(Age 38) Officer, each of the John Hancock Funds; Second Vice
President, the Adviser.
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, 1997. 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.
AGGREGATE TOTAL COMPENSATION FROM ALL
COMPENSATION FUNDS IN JOHN HANCOCK FUND
INDEPENDENT TRUSTEE FROM THE FUND COMPLEX TO TRUSTEES(*)
- ------------------- ----------------- ------------------------------
James F. Carlin $ 6,716 $ 74,000
William H. Cunningham** 6,716 74,000
Charles F. Fretz 6,716 74,250
Harold R. Hiser, Jr.** 6,716 74,000
Charles L. Ladner 6,716 74,250
Leo E. Linbeck, Jr. 6,716 74,250
Patricia P. McCarter** 6,716 74,250
Steven R. Pruchansky** 7,005 77,250
Norman H. Smith** 7,000 77,250
John P. Toolan** 6,716 74,250
------- --------
Totals $67,733 $747,750
- ------------
(*) The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees was $747,750 for the calendar year ended December 31,
1997. All the Independent Trustees are Trustees of 32 funds in the John
Hancock Fund complex.
(**) As of December 31, 1997, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Cunningham was $220,106, for Mr. Hiser was $103,868, for Ms. McCarter was
$159,075, for Mr. Pruchansky was $68,102, for Mr. Smith was $70,607, and
for Mr. Toolan was $281,133 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 or 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, 1998.
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
is expected to be present at the Meeting, will have the opportunity to make a
statement if the representative 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, 1998.
VOTEREQUIRED 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,
1998.
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Fund's annual
meeting to be held in 1999 must be received by the Fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than September 25, 1998 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 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
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
Dated: January 23, 1998
X PLEASE MARK VOTES
- ---- AS IN THIS EXAMPLE
For With- For all
All Hold Except
1.) To elect the following nominees to
serve as Trustees of the Fund. _____ _____ _____
Edward J. Boudreau, Jr., Anne C. Hodsdon,
Steven R. Pruchansky and Norman H. Smith
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 names of the
nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2.) To ratify the selection of
Deliotte & Touche, LLP as
Independent public accountants. _____ _____ _____
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.
Please be sure to sign Date Mark box at right if
and date this Proxy. address change has been
noted on the reverse side
of this card. _____
_____________________ __________________
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
<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., Susan S. Newton and James B. Little, 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 5, 1998 at the
offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 A.M.,
Eastern
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 previously given by the undersigned in respect
of this 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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