Baker Fentress Declares Final Distribution and Reverse Stock Split
CHICAGO--(BUSINESS WIRE)--Dec. 16, 1999--The directors of Baker,
Fentress & Company (NYSE:BKF) today declared a $12.30 per share final
distribution under its Plan for Distribution of Assets. In addition,
the Baker Fentress directors announced that the one-for-six reverse
split previously approved by shareholders would be effective January
10, 2000 to coincide with the ex-dividend date of the final
distribution.
Final Distribution - $12.30 per share
On January 7, 2000, the Company will pay a $12.30 per share cash
distribution to shareholders of record on December 27, 1999. Because
this distribution is more than 15% of the market value of Baker
Fentress shares, The New York Stock Exchange requires the ex-dividend
date to be the first business day following the payment date.
Accordingly, the ex-dividend date for the final distribution will be
of January 10, 2000.
BKF shares will be trading with Due-bills from December 22, 1999
through January 7, 2000. If you plan to purchase or sell shares of
Baker Fentress before the ex-dividend date of January 10, 2000, you
should consult your broker or financial advisor for further
clarification of how these administrative trading procedures will
impact your Baker Fentress holdings.
Based upon the composition of assets as of December 14, 1999,
estimates of the Company's income and expenses, and estimates of the
amount of additional gain or loss expected to be realized when the
Company's remaining portfolio securities are sold, Baker Fentress
currently estimates the final per share distribution will come from
the following sources and will be taxable in the years shown below:
*T
Estimate
as of Year
12/14/99 Taxable
Capital Gain $ 1.74 1999
Ordinary Income $ 1.50 2000
Return of Capital $ 9.06 2000
Total $12.30
The allocations among the various sources are estimates. The
final allocations will depend on the Company's actual income,
expenses, and realized gains on securities sales. The only portion of
the final distribution that is taxable in 1999 is the long-term
capital gain component that is currently estimated to be $1.74 per
share. This will be included in the information reported on Forms
1099-DIV that will be sent to shareholders in January 2000.
Six-for-One Reverse Stock Split
As of the opening of trading on January 10, 2000, the one-for-six
reverse stock split will become effective. This should have no
economic impact on BKF shareholders. The ex-dividend date adjusted
market price will be multiplied by six, while the number of BKF shares
outstanding will become one-sixth of the current 39,029,101 shares
outstanding. One (1) share of "New BKF" common stock will then be
exchanged for each six (6) shares of "Old BKF" stock, with cash being
paid in lieu of fractional shares.
Shortly after the effective date of the reverse stock split,
registered shareholders of record as of the close of business on
January 7, 2000 will be sent transmittal instructions and related
material for use in exchanging their BKF physical stock certificates.
For beneficial shareholders who hold their shares through a broker or
other nominee, this exchange will be handled automatically by the
broker.
Share Buyback Program
The directors of Baker Fentress today also announced the
authorization of a share buyback program of up to 15% of the Company's
outstanding shares in open market or in privately negotiated
transactions. Funds would be provided by internally generated cash or
by a $15 million revolving line of credit presently being negotiated.
Baker Fentress does not intend to implement this buyback program until
after the Company's application to de-register as an investment
company, now pending with the SEC, takes effect, which the Company
hopes will occur during the first quarter of 2000.
Composition of BKF Net Assets
As of December 14, 1999, the Company's total net assets were
comprised of the following:
Market Value
at 12/14/99
(in millions)
-------------
U.S. Treasury bills, due 1/6/2000 $462.0
Cash and other cash equivalents 15.9
Public portfolio securities 3.6
Private placement securities 2.6
Levco companies 92.0
Other assets less liabilities (2.3)
----------
Total net assets $573.8
Net asset value per share $ 14.70
After the final distribution is paid on January 7, 2000, BKF
assets will consist primarily of John A. Levin & Co., Inc. (Levco) and
related companies, and small holdover private investments in Durolite
International, Inc. and Alta Group. The Company's board currently
values Levco at $92.0 million, or $2.36 per share, and Durolite and
Alta Group, together, at $2.6 million, or $0.07 per share. The values
of Levco and its related companies, and of the remaining private
investments, are not necessarily predictive of the aggregate market
value of the Company's common stock after completion of the final
distributions. Levco is a New York based investment advisor with $8.2
billion of assets under management as of November 30, 1999. Levco's
investment style can generally be characterized as large cap value.
If you have any questions, you can contact Baker, Fentress & Company
at (800) BKF-1891 or John A. Levin & Co., Inc. at (212) 332-8400. |
