As filed with the Securities and Exchange Commission on Jauary 7, 1999.
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:
[X] Preliminary Proxy Statement
[ ] 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 BANK AND THRIFT OPPORTUNITY FUND
February 5, 1999
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
18, 1999 at 9:00 a.m., Eastern time, to be held at John Hancock Funds, 101
Huntington Avenue, Boston, MA 02199.
The proposals in the enclosed proxy statement to elect trustees and ratify the
selection of accountants 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.
ELECT YOUR FUND'S BOARD OF TRUSTEES
Proposal number one asks you to elect five trustees to serve until their
respective successors are elected and qualified. Your proxy statement includes a
brief description of each individual's 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 have been the fund's independent accountants
since the fund's inception.
AMEND FUNDAMENTAL INVESTMENT RESTRICTIONS
Proposal number three asks you to approve the amendment of the fund's
restrictions relating to the fund's ability to issue senior securities.
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 and CEO
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 18, 1999
This is the formal agenda for your fund's shareholder meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the Shareholders of John Hancock Bank and Thrift Opportunity Fund (the
"fund"):
A shareholder meeting for your fund will be held at 101 Huntington Avenue,
Boston, Massachusetts on Thursday, March 18, 199 at 9:00 a.m., Eastern time, for
the following reasons:
(1) To elect five Trustees to serve until their respective successors are
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;
(3) To approve amendments to certain of the fund's fundamental investment
restrictions; and
(4) 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 proposals
Shareholders of record as of the close of business on January 21, 1999 are
entitled to notice of and to vote at the annual meeting and at any related
follow-up meeting.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy in the accompanying envelope. No postage is necessary if mailed
in the United States.
By order of the board of trustees,
Susan S. Newton
Vice President and Secretary
February 5, 1999
P90PX 2/99
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 18, 1999
PROXY STATEMENT
This proxy statement contains the information you should know before voting on
the proposals described in the notice.
The fund will furnish without charge a copy of its Annual Report to any
shareholder upon request. If you would like a copy of your fund's report, please
send a written request to the attention of the fund at 101 Huntington Avenue,
Boston, Massachusetts 02199 or call John Hancock Funds at 1-800-892-9552.
This proxy statement is being used by your fund's trustees to solicit proxies to
be voted at the annual meeting of your fund's shareholders. This meeting will be
held at 101 Huntington Avenue, Boston, Massachusetts on Thursday, March 18, 1999
at 9:00 a.m., Eastern time, and at any and all adjournments thereof (the
"meeting").
If you sign the enclosed proxy card and return it in time to be voted at
the meeting, your shares will be voted in accordance with your instructions.
Signed proxies with no instructions will be voted FOR all proposals. If you want
to revoke your proxy, you may do so before it is exercised at the meeting by
filing a written notice of revocation with the fund at 101 Huntington Avenue,
Boston, Massachusetts 02199; by returning a signed proxy with a later date
before the meeting, or attending the meeting and voting in person by notifying
the fund's secretary (without complying with any formalities) at any time before
your proxy is voted.
Record Ownership
The Trustees have fixed the close of business on January 21, 1999 as the
record date to determine which shareholders are entitled to vote at the meeting.
On the record date, there were ____________ common shares of beneficial interest
of the fund outstanding shares.
The fund's management does not know of anyone who beneficially owned more
than 5% of the fund's shares outstanding on the record date, except
___________________. (Beneficial ownership means voting power and/or investment
power, which includes the power to dispose of shares.) On the record date, Cede
& Co., as nominee for Depository Trust Company, held of record _______________
common shares of the fund.
<PAGE>
PROPOSAL 1
ELECTION OF TRUSTEES
General
The fund's Board of Trustees consists of thirteen members. The Board 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. Classifying the Trustees in this manner may
prevent replacement of a majority of the Trustees for up to a two year period.
Each nominee for Trustee, except for Steven L. Brown, is currently serving
as a Trustee of the fund. Each Trustee has served on the Board of Trustees since
the fund's inception on June 16, 1994, except that Messrs. Cunningham, Linbeck
and Dion have served on the Board since December 1994 , December 1994 and
September 1998, respectively, and Ms. Hodsdon has served on the Board of
Trustees since March 1996.
You may use the proxy card to authorize the proxies to vote for the
nominees or you may withhold 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 a substitute nominee, if any, as the 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. Brown, Carlin, Cunninghan, Hiser and Toolan expire at
the 1999 annual meeting and they are therefore the current nominees for
election; the terms of Messrs. Dion, Ladner, Linbeck and Scipione expire at the
2000 annual meeting; and the terms of Ms. Hodsdon and Messrs. Boudreau, Smith
and Pruchansky expire at the 2001 annual meeting. The table below lists the
nominees for election as Trustees, 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 2000 and 2001, 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.
<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 21, 1999(1)(2)
-------------- -------------------------- ----------------------
<S> <C> <C>
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2002
*Stephen L. Brown Chariman and Chief Executive Officer, John Hancock --
(age 61) Mutual Life Insurance Company; Director, the John
Nominee Hancock Adviser, Inc. ("Adviser"), Trustee, The Berkley
Financial Group ("The Berkeley Group").
James F. Carlin Chairman and CEO, Carlin Consolidated, Inc. 400
(Age 58) (management/investments); Director, Arbella Mutual
Trustee 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 33 funds managed by the Adviser.
William H. Cunningham Chancellor, University of Texas System and former --
(Age 55) President of the University of Texas, Austin, Texas;
Trustee 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 33
funds managed by the Adviser.
Harold R. Hiser, Jr. Executive Vice President, Schering-Plough Corporation 15,200
(Age 67) (pharmaceuticals) (retired 1996); Director, ReCapital
Trustee Corporation (reinsurance) (until 1995) and Trustee of
33 funds managed by the Adviser.
John P. Toolan Director, The Smith Barney Muni Bond Funds, The Smith 10,000
(Age 68) Barney Tax-Free Money Funds, Inc., Vantage Money Market
Trustee 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 33 funds managed by the Adviser.
<PAGE>
Common Shares Owned
Beneficially, Directly
Name (Age), and Position Principal Occupation or Indirectly, on
with the Funds During the Past Five Years January 21, 1999(1)(2)
-------------- -------------------------- ----------------------
<S> <C> <C>
TERM TO EXPIRE IN 2000
Ronald R. Dion President and Chief Executive Officer, R.M. Bradley & Co., Inc.; --
(Age 52) Director, The New England Council and Massachusetts Roundtable;
Trustee Trustee, North Shore Medical Center and a corporator of the Eastern
Bank; Trustee, Emmanuel College and Trustee
of 33 funds managed by the Adviser.
Charles L. Ladner Senior Vice President and Chief Financial Officer of UGI Corp. 800
(Age 60) (Public Utility Holding Company); Vice President and Director
Trustee for AmeriGas Inc., Director, EnergyNorth, Inc. (until 1995) and LPGAS;
Vice President of AmeriGas Partners L.P. and Trustee of 33 funds
managed by the Adviser.
Leo E. Linbeck, Jr. Chairman, President, Chief Executive Officer and Director, Linbeck --
(Age 64) 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,
Linbeck Construction Corporation; Director, Duke Energy 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);
Director, Greater Houston Partnership and Trustee of 33 funds
managed by the Adviser.
*Richard S. Scipione (3) General Counsel, John Hancock Mutual Life Insurance Company; 2139
(Age 61) Director, the Adviser, John Hancock Funds, Distributors, Inc.,
Trustee Insurance Agency, Inc., John Hancock Subsidiaries, Inc., SAMCORP. Corp.
and NM Capital; Trustee, The Berkeley Group; Director, JH Networking
Insurance Agency, Inc.; Director, Signature Services (until
January 1997) and Trustee of 68 funds managed by the Adviser.
<PAGE>
Common Shares Owned
Beneficially, Directly
Name (Age), and Position Principal Occupation or Indirectly, on
with the Funds During the Past Five Years January 21, 1999(1)(2)
-------------- -------------------------- -----------------------
<S> <C> <C>
TERM TO EXPIRE IN 2001
*Edward J. Boudreau, Jr. Chairman and Chief Executive Officer, the Adviser and 2400
(Age 54) The Berkeley Group; Chairman, NM Capital Management
Chairman Inc. ("NM Capital"), Sovereign Asset
Management Corporation ("SAMCORP. Corp") 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.;
Director, John Hancock Signature Services
("Signature Services") (until January 1997) and
Trustee and Chairman of 68 funds managed by the
Adviser.
*Anne C. Hodsdon President, Chief Operating Officer and Director, the --
(Age 45) Adviser; Director and President, NM Capital and
President 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 68 funds managed by the
Adviser.
Steven R. Pruchansky Director and President, Mast Holdings, Inc. (since 3020
(Age 54) 1991); Director, First Signature Bank & Trust Company
Trustee (until August 1991); Director, Mast Realty Trust (until
1994); President, Maxwell Building Corp. (until 1991)
and Trustee of 33 funds managed by the Adviser.
Norman H. Smith Lieutenant General, United States Marine Corps; Deputy 908
(Age 65) Chief of Staff for Manpower and Reserve Affairs,
Trustee Headquarters Marine Corps; Commanding General III
Marine Expeditionary Force/3rd Marine Division
(retired 1991) and Trustee of 33 funds managed by
the Adviser.
All Trustees and executive officers of the Funds as a group 37,770
- -------------
</TABLE>
* "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
21, 1999.
<PAGE>
The Board of Trustees held four meetings during the fund's fiscal year
ended October 31, 1998. No Trustees attended fewer than 75% of the aggregate of
(1) the total number of meetings of the Trustees 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 Board of Trustees has an Audit Committee. The Committee members are
Messrs. Pruchansky, Cunningham and Dion. None of the members of the Audit
Committee are Interested Persons ("Independent Trustees"). The Audit Committee
held four meetings during the fund's 1998 fiscal year. The Audit Committee
recommends to the full Board auditors for the fund, oversees the audit of the
fund, communicates with both the independent auditors and inside auditors on a
regular basis, and provides a forum for the auditors to report and discuss any
matters they deem appropriate at any time.
The Board of Trustees has a special nominating committee known as the
Administration Committee. The Committee members are Messrs. Dion, Toolan,
Ladner, Smith, Pruchansky, Carlin, Linbeck, Cunningham and Hiser. All members of
the Administration Committee are Independent Trustees. The Administration
Committee held four meetings during the Fund's 1998 fiscal year. The
Administration Committee selects and nominates for appointment and election
candidates to serve as Trustees who are not Interested Persons. 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 recommendations in compliance with all of the pertinent
provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended
("Exchange Act").
The Board of Trustees has a Contracts/Operations committee. The Committee
members are Messrs. Ladner, Hiser and Linbeck. All members of the
Contracts/Operations Committee are Independent Trustees. The Contract/Operations
Committee held four meetings during the fund's 1998 fiscal year. The
Contracts/Operations Committee oversees the initiation, operation, and renewal
of the various contracts between the fund and other entities. These contracts
include advisory and subadvisory agreements, custodial and transfer arrangements
and arrangements with other service providers.
The Board of Trustees has an Investment Performance Committee. The
Committee members are Messrs. Toolan, Carlin and Smith. All members of the
Investment Performance Committee are Independent Trustees. The Investment
Performance Committee held four meetings during the fund's 1998 fiscal year. The
Investment Performance Committee monitors and analyzes the performance of the
fund generally, consults with the Adviser as necessary with respect to matters
considered to require special attention, and reviews peer groups, and other
comparative standards as necessary.
Compliance With Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act 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.
<PAGE>
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), except for Mr. Hood who
became an officer on January 1, 1999.
<TABLE>
<CAPTION>
Name (Age) and Position Principal Occupation
With the Funds During the Past Five Years
-------------- --------------------------
<S> <C>
Osbert Hood Senior Vice President and Chief Financial Officer, each of the John Hancock funds,
(Age 46) the Adviser, The Berkeley Group and John Hancock Funds; Vice President and Chief
Senior Vice President and Financial Officer, John Hancock Mutual Life Insurance Company-Retail Sector
Chief Financial Officer (until 1997).
Susan S. Newton Vice President and Secretary, each of the John Hancock funds; Vice President, the
(Age 49) Adviser, John Hancock Funds, Signature Services, and The Berkeley Group.
Vice President and Secretary
John A. Morin Vice President and Secretary of the Adviser, John Hancock Funds, Signature
(Age 48) Services and The Berkeley Group; Secretary, NM Capital and SAMCorp.;
Vice President Clerk, Insurance Agency, Inc.; Counsel, John Hancock Mutual Life Insurance Company
(until February 1996).
James J. Stokowski Vice President, Treasurer and Chief Accounting Officer each of the John Hancock
(Age 52) funds and Vice President, the Adviser.
Vice President, Treasurer and
Chief Accounting Officer
Thomas H. Connors Vice President, Assistant Secretary and Compliance Officer, each of the John
(Age 39) Hancock Funds; Vice President, the Adviser.
Vice President and
Compliance Officer
Remuneration of Trustees and Officers
The following table provides information about the compensation paid by
the fund and the other investment companies in the John Hancock Fund Complex to
the Independent Trustees for their services. The four non-Independent Trustees,
Ms. Hodsdon and Messrs. Boudreau, Brown 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 (1) Complex to Trustees(*)
- ------------------- ----------------- ----------------------
James F. Carlin $ 8,163 $74,000
William H. Cunningham** 8,163 74,000
Ronald R. Dion (++) 1,331 18,500
Charles F. Fretz (+) 6,974 57,121
Harold R. Hiser, Jr.** 7,729 70,000
Charles L. Ladner 8,657 77,100
Leo E. Linbeck, Jr. 8,413 74,000
Patricia P. McCarter (**+) 5,801 43,696
Steven R. Pruchansky** 8,738 77,100
Norman H. Smith** 8,893 79,350
John P. Toolan** 8,657 77,100
------- ---------
Totals $81,519 $721,967
- -----
</TABLE>
(1) Compensation is for fiscal year ended October 31, 1998.
(++) Mr. Dion was appointed as Trustee effective September 30, 1998.
(+) Ms. McCarter and Mr. Fretz retired from their positions as trustees
effective October 1, 1998.
(*) The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees as of for the calendar year ended December 31, 1998.
All the Independent Trustees are Trustees of 33 funds in the John Hancock
Fund complex.
<PAGE>
(**) As of December 31, 1998, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Cunningham was $________, for Mr. Hiser was $_______, for Ms. McCarter was
$__________ for Mr. Pruchansky was $______, for Mr. Smith was $_______, and
for Mr. Toolan was $________ 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 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 the fund to
retain the services of any Trustee or obligate the fund to pay any
particular level of compensation to the Trustee.
PROPOSAL 2
RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
The Trustees, 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, 1999.
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, 1999.
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.
PROPOSALS 3(a) and (b)
AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
General
The Trustees recommend that shareholders approve the following
proposals to amend two of the fund's fundamental investment restrictions. These
restrictions limit the fund's ability to issue senior securities under any
circumstances and to borrow money except in limited circumstances. These
restrictions cannot be changed without shareholder approval. If shareholders
approve the proposals to amend these restrictions, the fund would be permitted
to increase the capital available for investment by issuing senior securities
(an investment strategy called "leverage"). A senior security is one that has
priority over a company's common shares in payment of dividends or interest and
distribution of the company's assets in the event the company is liquidated. A
senior security may be an equity security or a debt security. Preferred shares
are equity securities that are senior to a company's common shares. Notes, bonds
and debentures are debt securities that are senior to a company's preferred
shares and common shares.
Proposal 3(a): Investment restriction on senior securities.
The fund's current investment restriction is as follows:
The fund may not issue senior securities or borrow, except
that (a) short-term credits necessary for settlement of
securities transactions are not considered borrowings or
senior securities, (b) the fund may borrow up to 5% of its
total assets (including the amount borrowed) for temporary or
emergency purposes and (c) the fund may borrow to the extent
permitted by the [Investment Company] Act pending the orderly
disposition of portfolio securities sufficient to repay such
borrowings in connection with the funding of repurchases of
common shares or tender offers.
<PAGE>
The fund's proposed investment restriction is as follows:
The fund may not borrow, except that (a) the fund may issue
senior securities, as defined in the Investment Company Act,
to the extent permitted under the Investment Company Act, (b)
short-term credits necessary for settlement of securities
transactions are not considered borrowings, (c) the fund may
borrow up to 5% of its total assets (including the amount
borrowed) for temporary or emergency purposes, and (d) the
fund may borrow to the extent permitted by the Investment
Company Act pending the orderly disposition of portfolio
securities sufficient to repay such borrowings in connection
with the funding of repurchases or retirement of securities,
or tender offers.
The fund's current restriction prohibits the issuance of senior
securities. As amended, the fund would be permitted to issue senior securities
without any limitations other than those imposed by the Investment Company Act.
See "Senior Securities" below for a description of those limitations. The fund's
current restriction also limits the purposes for which the fund may borrow money
and the amount of money the fund may borrow. These borrowing restrictions will
not change except the fund would be permitted to borrow in connection with the
repurchase or retirement of senior securities in addition to its existing
ability to borrow in connection with the repurchase of common shares.
Proposal 3(b): Investment restriction regarding pledging, mortgaging or
hypothecating assets.
The fund's proposed investment restriction is as follows (amendment in
italics):
The fund may not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure borrowings or issue
senior securities permitted by the preceding paragraph.
Collateral arrangements with respect to margin, option and
other risk management and when-issued and forward commitment
transactions are not deemed to be pledges or other
encumbrances for purposes of this restriction.
The amendment to this restriction permits the fund to pledge,
hypothecate, mortgage or otherwise encumber its assets if necessary in
connection with the issuance of senior securities.
Discussion
If shareholders approve these proposals, the fund would be authorized
to leverage the fund by issuing senior securities. Senior securities offered by
the fund could be either equity or debt securities. The fund would not be
authorized to leverage the fund by borrowing money from banks or other financial
institutions. Unlike a mutual fund, the fund does not continuously offer its
shares and the fund's asset size naturally increases only as a result of the
appreciation of its portfolio securities and the reinvestment of dividends and
distributions. If the fund were to increase its asset size through use of
leverage, the fund could purchase new portfolio securities with the proceeds of
an offering of senior securities. If these securities performed as the adviser
expected, i.e., if the investment return on the additional assets exceeded the
cost of the leverage, there would be an increase in the fund's return and
greater distributions of income and capital gain might be possible for the
holders of the fund's common shares. Leverage, however, involves risks,
particularly if the return on the additional assets is less than the fund's
adviser expects.
See "Risks of Leverage."
The issuance of a second class of fund securities--whether equity or
debt securities--could be an attractive strategy to increase the fund's return.
The holders of the common shares may benefit in the long-term if the fund issues
senior securities. Based upon the historical returns of the fund, over time the
earnings to the fund from the portfolio securities purchased with the proceeds
of an offering of senior securities may be greater than both (i) the cost of
offering the senior securities and the operating expenses of the senior
securities and (ii) dividends that must be paid to holders of senior equity or
interest that must be paid to holders of senior debt. The excess earnings will
be applied to the benefit of the holders of common shares in the form of
increased distributions of income and/or capital gain. The fund's increased
asset size may also permit certain economies of scale that may result in lower
annual operating expenses for the holders of the common shares. An offering of
senior securities should not dilute the common shareholders' proportionate share
of the fund's net assets. However, dilution might occur if the fund loses money
or the return on the additional assets is less than the full cost of leverage.
<PAGE>
Senior Securities
If shareholders approve the proposals, the Trustees will be authorized
to consider and act upon a future recommendation by the fund's adviser to
approve the issuance of a class of senior securities. As of the date of this
proxy statement, the adviser has not recommended that the Trustees consider
authorizing the fund to issue a second class of securities. Such a
recommendation would depend on many factors including, but not limited to, an
analysis of conditions in the equity and debt markets, whether there was
interest among institutional investors for the fund's senior securities, and
whether there were sufficient securities meeting the fund's investment criteria
available for purchase with the proceeds of the offering. If the Trustees
approve the issuance of senior securities, they will determine the terms of the
securities and the timing and the terms of the offering without further
shareholder approval, but subject to applicable law and the fund's declaration
of trust and by-laws. There can be no assurance, however, that the Trustees
would ever authorize the fund to issue senior securities, and if offered,
whether the proceeds of the offering and the change to the fund's capital
structure would be sufficient to provide the benefits of leverage to the holders
of the common shares either immediately after the offering or at some future
time.
Senior securities have certain dividend and liquidation rights that are
different from those of common shares. Also, the Investment Company Act imposes
requirements to control the extent to which an investment company can use
leverage and grants special voting rights to an investment company's senior
securities.
Dividend and liquidation rights. The fund's senior securities will have
the right to the payment of dividends (senior equity) or interest (senior debt)
before dividends can be paid on the fund's common shares. If the dividends or
interest that must be paid on the senior securities exceed the net return of the
fund's portfolio attributable to the assets acquired with the proceeds of the
offering, there will be a lower rate of return to the holders of the common
shares. In that case, there might even be a return of capital.
In the event of any liquidation, dissolution or winding up of the fund,
the holders of senior securities are entitled to receive a final distribution of
the fund's assets after creditors are satisfied and before any distribution is
paid to the holders of the common shares. Unless and until payment in full has
been made to holders of senior securities of the liquidation distributions to
which they are entitled, no distributions will be made to holders of the common
shares.
Asset coverage requirements and voting rights. After a fund issues
senior securities, the fund must comply with the asset coverage test under the
Investment Company Act. This means that the value of the fund's total assets,
less all liabilities and indebtedness for borrowed money, must be a certain
percentage of the liquidation value of the senior securities outstanding. If the
fund fails to meet this asset coverage test, the fund may not, until the fund
complies with the test, (i) pay any dividends to the holders of the fund's
common shares (except for dividends paid in additional common shares) or (ii)
repurchase the fund's common shares. Senior securities issued by investment
companies also have special voting rights.
The table below shows the asset coverage requirements and different
voting rights that apply to senior securities under the Investment Company Act.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- -------------- -----------------------------------------------------------------------------------------------------
SENIOR SECURITIES
--------------------------------------------------- -------------------------------------------------
Equity Debt
- -------------- --------------------------------------------------- -------------------------------------------------
Asset The value of the fund's total assets, less all The value of the fund's total assets,
coverage less all liabilities and indebtedness for borrowed liabilities and indebtedness for borrowed
money, must be 200% of the liquidation value money, must be 300% of the liquidation value of
of the senior equity outstanding: the senior debt outstanding:
o immediately after the senior equity is issued; o immediately after the senior debt is issued;
o before any dividend is paid to common o before any dividend is paid to common
shareholders (other than a dividend paid in shareholders (other than a dividend paid in
additional shares); and additional shares); and
o before the fund repurchases outstanding common o before the fund repurchases outstanding
shares. common shares.
- -------------- --------------------------------------------------- -------------------------------------------------
Voting rights o Voting as a separate class, entitled to elect Unlike senior equity, the fund may choose to be
two trustees. If dividends on senior equity governed by either of the following provisions,
remain unpaid in an amount equal to two full the first of which gives senior debt a limited
years' dividends, then, voting as a separate right to elect trustees.
class, entitled to elect additional trustees, o Voting as a separate class, entitled to
who, together with the two trustees ordinarily elect a majority of the trustees if the fund
elected by the class, will constitute a majority fails the 100% asset coverage test on the last
of the fund's trustees. business day of each of 12 consecutive calendar
o Voting as a separate class, entitled to vote months. This voting right continues until the
on any reorganization that adversely affects the asset coverage test equals 110% for 3
senior equity class. consecutive calendar months.
o Voting as a separate class, entitled to vote o If, on the last business day of each of 24
on changes to the fund's fundamental policies and consecutive calendar months, the senior debt
restrictions. has an asset coverage of less than 100%, the
fund is considered to have defaulted on its
obligations with respect to the senior debt.
- -------------- --------------------------------------------------- -------------------------------------------------
</TABLE>
Rating agency guidelines. To enhance the marketability of any senior
securities, the fund may request that a nationally recognized statistical rating
organization, such as Standard & Poor's Ratings Group or Moody's Investors'
Service, Inc., rate the securities. If a rating agency agrees to assign a rating
to the senior securities, the rating agency will require the fund to meet
certain guidelines to ensure, as far as possible, that the fund will meet the
Investment Company Act's asset coverage test and be able to pay the agreed upon
dividends to the holders of the senior equity or interest to the holders of
senior debt, as the case may be. These rating agency guidelines may impose
restrictions on the securities in which the fund invests, may impose limitations
or prohibitions of the fund's ability to engage in certain investment practices,
may limit the fund's ability to engage in repurchases of its securities, and in
certain circumstance, may require the fund to redeem or purchase outstanding
senior securities, suspend dividends and other distributions on the common
shares and liquidate portfolio securities. If the fund is limited in its ability
to repurchase common shares, the market price of the common shares may be
affected. Redemption of senior securities and liquidations of portfolio
securities could cause the fund to incur transactions costs and could result in
capital losses. Prohibitions on dividends and other distributions could impair
the fund's ability to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended.
Risks of Leverage
As described above, there are potential benefits to the holders of the
fund's common shares upon the issuance of senior securities and the resulting
leveraging of the fund's capital structure. Shareholders should note, however,
that there are risks associated with leverage. Because any decline in the net
asset value of the fund's investments is borne entirely by the holders of the
common shares, the effect of leverage in a declining market would be to further
reduce the fund's net asset value in an amount greater than would be the case if
the fund were not leveraged. This could result in a greater decline in the
market price for common shares.
<PAGE>
Fluctuations in the markets, short-term interest rates and other
factors that might affect the fund's ability to pay the dividend rate on senior
equity or pay interest on senior debt may affect the yield to the holders of
common shares. If the dividends or interest paid to the senior securities
approach the net return on the fund's investment portfolio attributable to the
assets acquired with the proceeds of the senior securities' offering, the
benefit of leverage to the common shares will be reduced or eliminated. If the
dividends or interest paid to the senior securities are greater than the net
return on those assets, the leveraged capital structure will result in a lower
rate of return or a greater loss to the common shares than if the fund were not
leveraged, and may result in a return of capital.
The fund bears the costs and expenses associated with the offering of
senior securities. This will reduce net assets available to holders of common
shares.
An offering of senior securities is not a taxable event to the fund or
the holders of the common shares. If the fund issues senior equity, for tax
purposes, the fund allocates net capital gain, dividends and other types of
income, if any, between its common shares and any class of senior equity. It is
the current position of the Internal Revenue Service that income with particular
tax characteristics, such as income qualifying for the dividends received
deduction or net capital gain, may be designated as distributed to a particular
class only in proportion that class's share of the total dividends paid by the
fund. If net capital gain and other income that does not qualify for the
dividends received deduction are allocated to the additional equity for tax
purposes and distributed, the fund may pay additional dividends to holders of
these additional equity shares to compensate them for the increased tax
liability. If the fund issues senior debt instead of senior equity, interest
payments on this debt may reduce or eliminate the ordinary dividend
distributions the fund would otherwise be able to pay with respect to its common
shares and may also reduce the assets attributable to those shares.
A high rating from a rating agency on the fund's senior securities does
not eliminate or mitigate the risk of leverage for the holders of the fund's
common shares. The rating agency will continuously monitor the fund's compliance
with the Investment Company Act asset coverage test and the rating agency
guidelines. If the rating agency is not satisfied with the fund's compliance, it
could impose additional restrictions on the fund's investment operations,
withdraw the rating or reduce the rating assigned to the fund to a lower rating
category. A withdrawal or a reduction in the rating of the senior securities may
signal a decline in the quality of the fund's portfolio securities and may
reduce the market price of the fund's common shares.
The fund may attempt to offset the negative effects of leverage that
result from changes in short-term interest rates or other changed market
conditions by reducing the degree to which it is leveraged by redeeming,
repurchasing or otherwise liquidating the senior securities.
Trustees Evaluation and Recommendation
The Trustees have considered the proposals to amend certain of the
fund's fundamental investment restrictions with the result that the fund would
be permitted to issue senior securities. In the course of their evaluation, the
Trustees considered several factors including: the risks to which the fund may
be exposed as a result of the leveraging effect of an offering of senior
securities; the fact that the fund's distributions to common shareholders may
increase or decrease as a result of the leveraging effect of the offering of
senior securities; the fact that the economic interest of the holders of the
common shares will not be diluted by the offering of senior securities; the fact
that the fund will bear the expenses of an offering of senior securities; and
the adviser's experience in managing funds with a dual class capital structure.
As a result of their consideration of the above factors and other
relevant information, the trustees recommend that shareholders approve the
amendments to the fund's investment restrictions to permit the fund to issue
senior securities.
<PAGE>
Required vote
Each proposal must be approved by the vote of a majority of the fund's
shares (as described below). If shareholders do not approve a proposal, that
fundamental investment restriction will not be amended. The Trustees will
consider what further action, if any, to take in the event one or both of the
proposals are not approved.
The Trustees recommend that shareholders vote FOR the proposals to amend certain
of the fund's fundamental investment restrictions.
MISCELLANEOUS
Shareholder Proposals
Shareholder proposals intended to be presented at the fund's annual
meeting to be held in 2000 must be received by the fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than October 8, 1999 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 fund's shares
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 Proposals 2 and 3(a) and 3(b)requires the
affirmative vote of a majority of the shares with respect to each proposal. A
majority of the fund's shares is defined as the lesser of: (i) 67% or more of
the shares present at the meeting, if the holders of more than 50% of the shares
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 more 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 a
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 Proposals 2, 3(a) or 3(b).
Proposals 1 and 2 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 on 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
Proposals 2, 3(a) or 3(b) have 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 Proposals 2, 3(a) or 3(b) have 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 the meeting
to a later date. In the event that a quorum is present at any meeting but
sufficient votes in favor of Proposals 2, 3(a) or 3(b) 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 the meeting to permit further solicitation
of proxies with respect to that 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 the adjournment and will vote those proxies required to be voted
against any the proposal against the adjournment. A shareholder vote may be
taken on one or more of the proposals prior to the 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 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. Corporate Investors Communications, Inc.
has been retained to assist in the solicitation of proxies at a cost of
approximately $5,500.
<PAGE>
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 those 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: February 5, 1999
S/corp/proxy/99btofinal1
<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 Anne C. Hodsdon, Susan S. Newton and James J. Stokowski, 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 18, 1999 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?
- -----------------------------------------------
- -----------------------------------------------
- -----------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <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 Inde-
to serve as Trustees of the Fund. ____ ____ ____ pendent public accountants. ----- ----- -----
Stephen L. Brown, James F. Carlin, William H. Cunningham,
Harold R. Hiser, Jr., John P. Toolan
3a.) To amend the Fund's investment restriction
on issuing senior securities. ---- ---- ----
3b.) To amend the Fund's investment restriction on pledging,
mortgaging or hypothecating assets. ---- ---- ----
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 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 Items 2, 3a and 3b. 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>
<PAGE>
EDGAR FILING
January 7, 1999
Securities and Exchange Commission
File Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Preliminary Proxy Statement for
John Hancock Bank and Thrift Opportunity Fund (the "Fund")
File Nos. 811-8568 (0000925683)
Ladies and Gentlemen:
Enclosed herewith for filing on behalf of the Fund, pursuant to Rule
14a-6(a) under the Securities Exchange Act of 1934 and Rule 101(a) of Regulation
S-T, are preliminary copies of the notice of annual meeting, the proxy
statement, the form of proxy and the chairman's letter, (collectively, the
"proxy materials") to be mailed to Fund shareholders in connection with the
annual meeting of Fund shareholders scheduled to be held on March 18, 1999.
The purpose of the annual shareholder meeting is to obtain shareholder
approval of routine items and certain proposed changes to the Fund's fundamental
investment restrictions, as detailed in the proxy materials. Please note that
the Fund is a registrant under both the Securities Act of 1933 and the
Investment Company Act and concurrently herewith and in accordance with Rule
14a-6 under the 1934 Act and Rule 402.01 of the New York Stock Exchange Rules,
the Fund is filing five (5) copies of the proxy materials with the New York
Stock Exchange under a separate filing letter.
Please be advised that the Fund intends to begin mailing definitive
proxy materials filed pursuant to Rule 14a-6(b) to its shareholders on or about
February 5, 1999. Since we plan to print the proxy materials on or about January
17, 1999 (subsequent to expiration date of the ten day review period), we would
appreciate being notified of any comments as soon as possible.
If you have any questions or comments, please contact me at (617) 375-1513 or
Avery P. Maher at (617) 375-1672.
Sincerely,
/s/Alfred P. Ouellette
----------------------
Alfred P. Ouellette
Assistant Secretary
