-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Brne6S5TIRx29gB0AReJn4D3JELA4PAxytYtmZp+0VHOzFDaGOiafbiIlwoNu584 kmEddggddsm7WUNRoV5Otw== 0000950142-00-000254.txt : 20000324 0000950142-00-000254.hdr.sgml : 20000324 ACCESSION NUMBER: 0000950142-00-000254 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER FENTRESS & CO CENTRAL INDEX KEY: 0000009235 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 360767350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10454 FILM NUMBER: 576447 BUSINESS ADDRESS: STREET 1: 200 W. MADISON ST. STREET 2: SUITE 3510 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3122369190 FORMER COMPANY: FORMER CONFORMED NAME: BAKER FENTRESS & CO ET AL DATE OF NAME CHANGE: 19940714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A CENTRAL INDEX KEY: 0001018093 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN A LEVIN & CO INC STREET 2: ONE ROCKEFELLER PLAZA 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123328400 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 BAKER, FENTRESS & COMPANY ------------------------- (Name of Issuer) Common Stock, par value $1.00 ----------------------------- (Title of Class of Securities) 057213100 ---------- (CUSIP Number) John A. Levin Valerie E. Radwaner, Esq. John A. Levin & Co., Paul, Weiss, Rifkind, Inc. Wharton & Garrison One Rockefeller Plaza 1285 Avenue of the Americas New York, New York New York, New York 10019- 10020 6064 (212) 332-8400 (212) 373-3000 ------------------------- ------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 2000 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit Index is at Page 8 CUSIP No. 057213100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Levin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER 594,975 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED 59,311 shares of Common Stock BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 580,471 shares of Common Stock 10 SHARED DISPOSITIVE POWER 59,311 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 654,286 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% 14 TYPE OF REPORTING PERSON IN 2 Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 Item 1. Security and Issuer This Statement on Schedule 13D relates to shares of common stock, par value $1.00 per share (the "Common Stock"), of Baker, Fentress & Company, a Delaware corporation ("BKF"). The principal executive offices of BKF are located at One Rockefeller Plaza, New York, New York 10020. Item 2. Identity and Background This Schedule 13D is being filed by John A. Levin ("Mr. Levin"), whose business address is One Rockefeller Plaza, 19th Floor, New York, New York 10020 and whose principal occupation is Chairman, President and Chief Executive Officer of BKF. During the last five years Mr. Levin has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Levin is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The source of funds used for the purchases described herein were personal funds of Mr. Levin. Item 4. Purpose of Transaction Mr. Levin intends to hold the shares of Common Stock that he owns for investment purposes. Mr. Levin may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions, subject to availability of the shares of Common Stock at prices deemed favorable, BKF's business or financial condition and to other factors and conditions Mr. Levin deems appropriate. Alternatively, Mr. Levin may sell all or a portion of his shares of Common Stock in the open market or in privately negotiated transactions subject to the terms of the Registration Rights Agreement (as defined in Item 6 hereof) and to the factors and conditions referred to above. 3 Except as set forth above in this Item 4, Mr. Levin has no present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of BKF, or the disposition of securities of BKF, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving BKF or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of BKF or of any of its subsidiaries, (d) any change in the present board of directors or management of BKF, including any plans or proposals to change the number or term of such directors or to fill any existing vacancies on such board, (e) any material change in the present capitalization or dividend policy of BKF, (f) any other material change in BKF's business or corporate structure, including but not limited to any plans or proposals to make any changes in BKF's investment policy for which a vote is required by Section 13 of the Investment Company Act, (g) changes in BKF's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of BKF by any person, (h) causing a class of securities of BKF to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of BKF becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer Mr. Levin's beneficial ownership of Common Stock is as follows: (a) Number of shares beneficially owned: 654,286 (b) Percent of class: 10.1% 1/ (c) Number of shares as to which Mr. Levin has: (i) Sole power to vote or to direct the vote: 594,975 (ii) Shared power to vote or to direct the vote: 59,311 (iii) Sole power to dispose or to direct the disposition of: 580,471 - --------- 1/ Such percentage is based on the aggregate number of shares of Common Stock outstanding as of December 31, 1999, after giving effect to a 1:6 reverse stock split effective as of January 10, 2000. 4 (iv) Shared power to dispose or to direct the disposition of: 59,311 Mr. Levin is deemed to be the beneficial owner of 654,286 shares of Common Stock as a result of the following: (a) Mr. Levin directly owns 580,471 shares of Common Stock, over which he has sole voting and dispositive power. (b) Mr. Levin directly owns 14,504 shares of Common Stock, over which he has sole voting power only. (c) 11,596 shares of Common Stock are owned by revocable trusts with respect to which Mr. Levin was the grantor. As a result, Mr. Levin shares voting and dispositive power over these shares. (d) 7,311 shares of Common Stock are held in accounts managed by John A. Levin & Co. for the benefit of Mr. Levin's spouse. Mr. Levin shares voting and dispositive power over these shares. (e) 40,404 shares of Common Stock are owned by a family foundation of which Mr. Levin is an executive officer and a director. Mr. Levin shares voting and dispositive power over these shares. Notwithstanding anything to the contrary contained in this Schedule 13D, and in accordance with Rule 13d-4 promulgated under the Exchange Act, the filing of this Schedule 13D shall not be construed as an admission that Mr. Levin is the beneficial owner of the shares referred to in paragraphs (c), (d) and (e) above. The trading dates, number of shares of Common Stock purchased and average price per share for all transactions in the Common Stock by Mr. Levin during the past 60 days are set forth on Exhibit 99.1 hereto. All such transactions were open market transactions and were effected on the New York Stock Exchange. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Pursuant to the Registration Rights Agreement, dated as of June 28, 1996 (the "Registration Rights Agreement"), by and among BKF and certain stockholders (including Mr. Levin), Mr. Levin was granted certain rights to register, pursuant to the Securities Act of 1933, as amended, all shares of Common Stock owned by Mr. Levin on the date of the Registration Rights Agreement. A copy of the Registration Rights Agreement was attached to the initial Schedule 13D as Exhibit D and is incorporated herein by reference. The description of the Registration 5 Rights Agreement in this Schedule 13D is qualified in its entirety by reference to the full text thereof. Except as set forth in this Item 6 and Item 5 of this Schedule 13D, Mr. Levin has no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of BKF. Item 7. Exhibits The following are filed herewith as exhibits to this Schedule 13D: 99.1 Table of Transactions in Common Stock by Mr. Levin. 6 SIGNATURE After reasonable inquiry and to its best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 23, 2000 By: /s/ John A. Levin --------------------- John A. Levin 7 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Table of Transactions in Common Stock by Mr. Levin. 8 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 TRANSACTIONS IN COMMON STOCK BY MR. LEVIN ----------------------------------------- BAKER, FENTRESS & COMPANY ------------------------- No. of Shares Average price Dates Buy/Sell - ------------- ------------- ----- -------- 10,000 11.468 03-20-2000 Buy 7,000 11.6875 03-21-2000 Buy 2,000 12.0156 03-22-2000 Buy -----END PRIVACY-ENHANCED MESSAGE-----