Baker Fentress Announces Approval of Plan for Distribution of Assets and Declares Initial Distribution
CHICAGO--(BUSINESS WIRE)--Aug. 19, 1999--Baker, Fentress & Company (NYSE symbol:BKF - news), today announced that its shareholders approved the Plan for Distribution of Assets and an amendment to the Company's Certificate of Incorporation to allow for a one-for-six reverse stock split. The special shareholders' meeting was followed by a meeting of the Baker Fentress directors at which they declared three separate distributions as follows:
Ordinary Income Dividend $1.00 per share
Capital Gain Distribution 3.00 per share
Distribution of all Consolidated-Tomoka Land Co. shares owned by BKF
James P. Gorter, Chairman of the Board of Baker Fentress, said, ''The efforts of our Board to increase shareholder value have been strongly validated by the results of today's shareholder vote.''
Results of the Special Shareholders' Meeting
The Plan, approved by shareholders, calls for the distribution of the net proceeds from the sale of substantially all publicly traded and private placement securities. In addition, the five million shares of Consolidated-Tomoka Land Co. owned by Baker Fentress will be distributed to BKF shareholders. After the distributions, BKF plans to de-register as an investment company and become a holding company, with John A. Levin & Co., Inc., and its related companies, as the Company's principal remaining asset.
The shareholders also approved an amendment to the Baker Fentress Certificate of Incorporation to provide for a one-for-six reverse stock split. This is planned to coincide with the date the final distributions go ex-dividend in order to maintain a higher per share market price for the Company's common stock.
At its meeting, the board directed that John A. Levin & Co.,Inc. immediately begin the process of selling the Company's public portfolio securities. The board also reduced the carrying value of John A. Levin & Co, Inc., and its related companies, from $115 to $102 million, effective immediately. The change in valuation reflects, among other things, the reduction in investment management fees to John A. Levin & Co. that will result from the liquidation of the Baker Fentress public portfolio in accordance with the Plan.
Ordinary Income Dividend
The Baker Fentress board declared a $1.00 per share ordinary income dividend payable on September 24, 1999 to shareholders of record on August 30, 1999.
Capital Gain Distribution
The Baker Fentress board also declared a capital gain distribution of $3.00 per share from undistributed realized net long-term capital gains. This distribution is also payable September 24, 1999 to shareholders of record on August 30, 1999.
Distribution of Consolidated-Tomoka Land Co. Shares
The directors of Baker Fentress also declared a distribution of all 5,000,000 shares of Consolidated-Tomoka Land Co. (AMEX:CTO - news) owned by BKF. This distribution will also be payable on September 24, 1999 to shareholders of record on August 30, 1999. The distribution ratio will be one share of CTO for every 7.8058 shares of BKF owned by BKF shareholders, with fractional shares payable in cash.
Mr. Gorter also noted ''The CTO Board has announced an intention to use up to $25 million in available cash to repurchase up to 25% of Consolidated's outstanding common stock.''
Additional Distributions Under the Plan
Baker Fentress plans to declare the final distributions in early November 1999 for payment in early January 2000. Even though these distributions are scheduled to be paid in the year 2000, a portion of these amounts will be taxable as 1999 income. |
