As filed with the Securities and Exchange Commission on February 7, 2000.
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>
[LOGO] JOHN HANCOCK FUNDS
A Global Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
February 7, 2000
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
As the decade ends and a new millennium dawns, John Hancock Funds (JHF) welcomes
a new leader. Effective December 31, 1999, Maureen R. Ford became vice chairman
and chief executive officer, succeeding Edward J. Boudreau, Jr., who retired
after 32 years at John Hancock, the last 11 at the helm of JHF.
Dear 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
16, 2000 at 9:00 a.m., Eastern Time, to be held at John Hancock Funds, 101
Huntington Avenue, Boston, MA 02199.
The proposals 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.
Elect Your Fund's 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 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 public accountants for the
fund's current fiscal year. Deloitte & Touche LLP has been the fund's
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
at your fund's expense.
If you have any questions, please call 1-800-426-5523, Monday through Friday
between 8:30 a.m. and 5:00 p.m. Eastern Time.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/s/Maureen R. Ford
------------------
Maureen R. Ford
Vice Chairman and Chief Executive Officer
Enclosure
P9PXL 1/00
JHKBT-SL-00
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.,* Boston, MA 02199
o The Patriot Group, Inc.
John Hancock Advisers International, Ltd. o NM Capital Management, Inc.
o Sovereign Asset Management Corporation
*Member of National Association of Securities Dealers, Inc.
John Hancock (R)
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held March 16, 2000
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 16, 2000 at 9:00 A.M., Eastern Time, to
consider the following proposals:
(1) To elect four 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 transact such other business as may properly come before the
meeting or any adjournments of the meeting.
Your Trustees recommend that you vote in favor of all proposals.
Shareholders of record as of the close of business on January 20, 2000 are
entitled to notice of and to vote at the fund's annual meeting and at any
related follow-up meeting. The proxy statement and proxy card are being mailed
to shareholders on or about February 7, 2000.
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,
/s/Susan S. Newton
------------------
Susan S. Newton
Vice President and Secretary
February 7, 2000
P90PX 2/00
JHKBT-PS-00
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON March 16, 2000
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 16, 2000 at 9:00 A.M., Eastern Time.
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 if 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 20, 2000 as the
record date to determine which shareholders are entitled to vote at the meeting.
Shareholders are entitled to one vote per share on all business relating to the
fund at the annual meeting or any postponements. On the record date, there were
84,400,000 shares of beneficial interest of the fund outstanding.
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. (Beneficial
ownership means voting power and/or investment power, which includes the power
to dispose of shares.)
1
<PAGE>
PROPOSAL 1
ELECTION OF TRUSTEES
General
The fund's Board of Trustees consists of eleven members. The Board is
divided into three staggered term classes. Two classes contain four Trustees
each and the third class contains three 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.
As of the date of this proxy, each nominee for election currently serves
as a Trustee of the fund. Using the enclosed proxy card you may authorize the
proxies to vote your shares for the nominees or you may withhold from the
proxies authority to vote your shares for one or more of the nominees. If no
contrary instructions are given, the proxies will vote FOR the nominees. Each of
the nominees has consented to his or her 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 a 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
Ms. Ford and Messrs. Dion, Ladner and Scipione are the current nominees
for election; the terms of Ms. Hodsdon and Messrs. Pruchansky and Smith expire
at the 2001 annual meeting; and the terms of Messrs. Brown, Carlin, Cunningham
and Toolan expire at the 2002 annual meeting. The following table describes each
nominee's position with the fund. The table also shows his or her principal
occupation or employment during the past five years and the number of shares of
the fund beneficially owned by him or her, directly or indirectly, on the record
date. The table also lists the Trustees who are not currently standing for
election and whose current terms continue until the annual meetings in 2001 and
2002, 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.
2
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
Beneficially, Directly
Name (Age) and Principal Occupation First Became or Indirectly, on
Position with the Fund During the Past Five Years a Trustee January 20, 2000(1)(2)
- ---------------------- -------------------------- --------- ----------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2003
<S> <C> <C> <C>
*Maureen R. Ford President, Broker/Dealer Distributor, John 2000 --
(Age 44) Hancock Life Insurance Company; Director,
Trustee, Vice Chairman and Chief Executive Officer,
Vice Chairman and Chief the Adviser, The Berkeley Financial Group,
Executive Officer Inc. ("The Berkeley Group"), John Hancock
Funds, Inc. ("John Hancock Funds") and
Sovereign Asset Management Corporation
("SAMCorp"); President and Director, John
Hancock Insurance Agency, Inc. ("Insurance
Agency, Inc."); Senior Vice President,
MassMutual Insurance Co. (until 1999);
Senior Vice President, Connecticut Mutual
Insurance Co. (until 1996); Vice President,
Integrated Resources (until 1989); Vice
Chairman, Chief Executive Officer and
Trustee of 64 funds managed by the Adviser.
Ronald R. Dion President and Chief Executive Officer, R.M. 1998 100
(Age 53) Bradley & Co., Inc.; Director, The New
Trustee England Council and Massachusetts
Roundtable; Trustee, North Shore Medical
Center and a corporator of the Eastern Bank;
Trustee, Emmanuel College; and Trustee of 34
funds managed by the Advisers.
Charles L. Ladner Senior Vice President and Chief Financial 1994 800
(Age 61) Officer, UGI Corp. (Public Utility Holding
Trustee Company) (retired 1998); Vice President and
Director, AmeriGas Inc. (retired 1998); Vice
President, AmeriGas Partners LP (until
1997); Director, EnergyNorth, Inc. (until
1995); and Trustee of 34 funds managed by
the Adviser.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
Beneficially, Directly
Name (Age) and Principal Occupation First Became or Indirectly, on
Position with the Fund During the Past Five Years a Trustee January 20, 2000(1)(2)
- ---------------------- -------------------------- --------- ----------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2003
<S> <C> <C> <C>
*Richard S. Scipione General Counsel, John Hancock Life Insurance 1994 2,477
(Age 62) Company; Director, the Adviser, John Hancock
Trustee Funds, The Berkeley Group, SAMCorp, NM
Capital Management Inc. ("NM Capital"),
Signator Investors, Inc., John Hancock
Subsidiaries, Inc., and JH Networking
Insurance Agency, Inc.; Director, Insurance
Agency, Inc. (until June 1999); Director,
John Hancock Signature Services, Inc.
("Signature Services") (until January 1997);
and Trustee of 64 funds managed by the
Adviser.
TERM TO EXPIRE IN 2001
*Anne C. Hodsdon President, Chief Operating Officer and 1996 --
(Age 46) Director, the Adviser, The Berkeley Group;
Trustee and President Director, John Hancock Funds, John Hancock
Advisers International (UK) Ltd. ("Advisers
International"), and John Hancock Advisers
International (Ireland) Ltd.; Director and
President, NM Capital and SAMCorp; Director,
Insurance Agency, Inc. (until June 1999);
Director, Signature Services (until January
1997); and Trustee and President of 65 funds
managed by the Adviser.
Steven R. Pruchansky Director and President, Mast Holdings, Inc. 1994 3,132(3)
(Age 55) (since 1991); Director, First Signature Bank
Trustee & Trust Company (until August 1991);
Director, Mast Realty Trust (until 1994);
President, Maxwell Building Corp. (until
1991); and Trustee of 34 funds managed by
the Adviser.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
Beneficially, Directly
Name (Age) and Principal Occupation First Became or Indirectly, on
Position with the Fund During the Past Five Years a Trustee January 20, 2000(1)(2)
- ---------------------- -------------------------- --------- ----------------------
TERM TO EXPIRE IN 2001
<S> <C> <C> <C>
Norman H. Smith Lieutenant General, United States Marine 1994 1,076
(Age 66) 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 34 funds
managed by the Adviser.
TERM TO EXPIRE IN 2002
*Stephen L. Brown Chairman and Chief Executive Officer, John 1999 100
(Age 62) Hancock Life Insurance Company; Director and
Trustee and Chairman Chairman, the Adviser, John Hancock Funds
and The Berkeley Group; Director, John
Hancock Subsidiaries, Inc.; Director,
Insurance Agency, Inc. (until June 1999);
Director, Federal Reserve Bank of Boston
(until March 1999); Trustee, John Hancock
Asset Management (until March 1997);
Director, Signature Services (until January
1997); and Trustee and Chairman of 64 funds
managed by the Adviser.
James F. Carlin Chairman and CEO, Carlin Consolidated, Inc. 1994 400
(Age 59) (management/investments); Director, Arbella
Trustee Mutual Trustee (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) and Uno Restaurant Corp.; Chairman,
Massachusetts Board of Higher Education
(until July 1999); and Trustee of 34 funds
managed by the Adviser.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
Beneficially, Directly
Name (Age) and Principal Occupation First Became or Indirectly, on
Position with the Fund During the Past Five Years a Trustee January 20, 2000(1)(2)
- ---------------------- -------------------------- --------- ----------------------
TERM TO EXPIRE IN 2002
<S> <C> <C> <C>
William H. Cunningham Chancellor, University of Texas System and 1994 --
(Age 56) former President of the University of Texas,
Trustee 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 34
funds managed by the Adviser.
John P. Toolan Director, The Smith Barney Muni Bond Funds, 1994 10,000
(Age 69) The Smith Barney Tax-Free Money Funds, Inc.,
Trustee 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 34
funds managed by the Adviser.
All Trustees and executive officers of the Fund as a group 18,085
</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
20, 2000.
(3) Includes 1,312 shares held by Mr. Pruchansky's spouse.
6
<PAGE>
The Board of Trustees held four meetings during the fund's fiscal year
ended October 31, 1999. 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.
The Board of Trustees has an Audit Committee. The Audit Committee members
are Messrs. Pruchansky, Carlin and Dion. All members of the Audit Committee are
Independent Trustees who are not "interested persons." The Audit Committee held
four meetings during the fund's 1999 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 Administration Committee members are Messrs.
Smith, Carlin, Cunningham, Dion, Ladner, Pruchansky and Toolan. All members of
the Administration Committee are Independent Trustees. The Administration
Committee held four meetings during the fund's 1999 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. The Administration
Committee 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.
The Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Messrs. Ladner and Cunningham. All
members of the Contracts/Operations Committee are Independent Trustees. The
Contract/Operations Committee held four meetings during the fund's 1999 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
Investment Performance Committee members are Messrs. Smith and Toolan. All
members of the Investment Performance Committee are Independent Trustees. The
Investment Performance Committee held four meetings during the fund's 1999
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 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.
7
<PAGE>
Executive Officers
In addition to the Chairman (Mr. Brown), the Vice Chairman and Chief
Executive Officer (Ms. Ford) and the President (Ms. Hodsdon), the table below
lists the fund's executive officers.
Name, (Age), Position and
Year Became an Executive Principal Occupation
Officer with the Fund During the Past Five Years
- --------------------- --------------------------
Osbert Hood Executive Vice President and Chief Financial
(Age 47) Officer, each of the John Hancock funds;
Executive Vice President and Executive Vice President, Chief Financial
Chief Financial Officer Officer and Treasurer, the Adviser, The
1999 Berkeley Group, John Hancock Funds, NM Capital
and SAMCorp; Senior Vice President, Chief
Financial Officer and Treasurer, Signature
Services; Director, Indocam Japan Limited;
Vice President and Chief Financial Officer,
John Hancock Life Insurance Company - Retail
Sector (until 1997).
Susan S. Newton Vice President and Secretary, each of the John
(Age 49) Hancock funds; Vice President and Chief Legal
Vice President and Secretary Officer, the Adviser; Vice President, John
1994 Hancock Funds, Signature Services, The
Berkeley Group, NM Capital and SAMCorp;
Secretary, John Hancock Funds, PLC (Ireland).
James J. Stokowski Vice President, Treasurer and Chief Accounting
(Age 53) Officer, each of the John Hancock funds; Vice
Vice President, Treasurer and President, the Adviser.
Chief Accounting Officer
1994
Thomas H. Connors Vice President and Compliance Officer, each of
(Age 40) the John Hancock funds; Vice President and
Vice President and Compliance Officer, the Adviser.
Compliance Officer
1996
8
<PAGE>
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.
Ford, Ms. Hodsdon and Messrs. Brown and Scipione and each of the fund's officers
are interested persons of the Adviser, are compensated by the Adviser and/or its
affiliates and receive no compensation from the fund for their services.
Aggregate Total Compensation from all
Compensation Funds in John Hancock Fund
Independent Trustees From the Fund(1) Complex to Trustees(2)
- -------------------- ---------------- ----------------------
James F. Carlin $6,155 $72,600
William H. Cunningham* 6,155 72,250
Ronald R. Dion* 6,155 72,350
Harold R. Hiser, Jr.*+ 5,828 68,450
Charles L. Ladner 6,412 75,450
Leo E. Linbeck++ 5,833 68,100
Steven R. Pruchansky* 6,404 75,350
Norman H. Smith* 6,652 78,500
John P. Toolan* 6,404 75,600
------- --------
Totals $55,998 $658,650
(1) Compensation is for fiscal year ended October 31, 1999.
(2) The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees for the calendar year ended December 31, 1999. All
the Independent Trustees are Trustees of 34 funds in the John Hancock Fund
Complex.
* As of December 31, 1999, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for
Mr. Cunningham was $440,889, for Mr. Dion was $38,687, for Mr. Hiser was
$166,368, for Mr. Pruchansky was $125,714, for Mr. Smith was $149,232 and
for Mr. Toolan was $607,294 under the John Hancock Deferred Compensation
Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent
Trustee may elect to have his or her 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 the fund to retain the services of any Trustee or obligate the
fund to pay any particular level of compensation to the Trustee.
+ Mr. Hiser resigned from his position as Trustee effective December 31,
1999.
++ Mr. Linbeck resigned from his position as Trustee effective December 31,
1999.
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, 2000.
Deloitte & Touche has advised the fund that it has no direct or indirect
financial interest in the fund. This selection is subject to the approval by the
shareholders of the fund at the meeting. The enclosed proxy card provides space
for instructions directing the proxies named on the proxy card 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.
9
<PAGE>
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, 2000.
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.
MISCELLANEOUS
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 Proposal 2 requires the affirmative vote of
a majority of the shares. 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 Proposal 2.
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
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.
If 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 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
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 such 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.
10
<PAGE>
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.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the fund
may also arrange to have votes recorded by telephone by officers and employees
of the fund or by the personnel of the adviser or the transfer agent. The
telephone voting procedure is designed to verify a shareholder's identity, to
allow a shareholder to authorize the voting of shares in accordance with the
shareholder's instructions and to confirm that the voting instructions have been
properly recorded. If these procedures were subject to a successful legal
challenge, the telephone votes would not be counted at the meeting. The fund has
not obtained an opinion of counsel about telephone voting, but it is currently
not aware of any challenge.
o A shareholder will be called on a recorded line at the
telephone number in the fund's account records and will be
asked to provide the shareholder's social security number or
other identifying information.
o The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the meeting in accordance
with the shareholder's instructions.
o To ensure that the shareholder's instructions have been
recorded correctly, the shareholder will also receive a
confirmation of the voting instructions by mail.
o A toll-free number will be available in case the voting
information contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend
the meeting, the shareholder can revoke the proxy at that time
and vote the shares at the meeting.
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 on the enclosed proxy card 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.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the fund's annual
meeting to be held in 2001 must be received by the fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than October 6, 2000 for
inclusion in the fund's proxy statement of proxy relating to that meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
Dated: February 7, 2000
11
<PAGE>
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
Annual Meeting of Shareholders
March 16, 2000
The undersigned hereby 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 at the Annual Meeting of Shareholders of the
John Hancock Bank and Thrift Opportunity Fund to be held on Thursday, March 16,
2000 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. All proxies
previously given by the undersigned in respect of this meeting are hereby
revoked.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED?
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<PAGE>
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JOHN HANCOCK BANK AND THRIFT
OPPORTUNITY FUND
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Mark box at right if address change has
been noted on the reverse side of this card. _____
Please be sure to sign and date this proxy Date
Shareholder sign here Co-owner sign here
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
1.) To elect the following nominees For All With- For all
to serve as Trustees of the Fund. Nominees hold Except
(01) Maureen R. Ford (03) Charles L. Ladner ____ ____ ____
(02) Ronald R. Dion (04) Richard S. Scipione
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 name(s)
of the nominee(s). Your shares will be voted for the remaining
nominee(s).
2.) To ratify the selection of For Against Abstain
Deloitte & Touche LLP as Inde-
pendent public accountants. _____ _____ _____
Specify your vote by marking 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 proposal 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.
RECORD DATE SHARES:
