NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
of
JUNO LIGHTING, INC.
To the Stockholders of
Juno Lighting, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders
of Juno Lighting, Inc., a Delaware corporation (the "Company"), will be held
at the Company's principal offices, 2001 South Mt. Prospect Road, Des Plaines,
Illinois 60017-5065, on April 25, 1995 at 2 P.M. Central Time, for the purpose
of considering and voting on:
(1) The election of two directors to serve until the 1998 Annual
Meeting of Stockholders or until their successors are elected
and qualified; and
(2) Such other business as may properly come before the meeting.
The stock transfer books of the Company will remain open. The Board
of Directors has determined that only stockholders of record at the close of
business on March 7, 1995, are entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof. All stockholders, whether or not
they now expect to be present at the meeting, are requested to date, sign,
and return the enclosed proxy, which requires no postage if mailed in the
United States.
The Company's Annual Report to stockholders for the fiscal year ended
November 30, 1994, is enclosed. Additional copies are available on request.
Mailing of this Notice, Proxy and Proxy Statement began about March 14, 1995.
Your attention is directed to the following pages for further
information relating to the meeting.
By Order of the Board of Directors
Julius Lewis
Des Plaines, Illinois Secretary
March 14, 1995
JUNO LIGHTING, INC.
2001 South Mt. Prospect Road
P.O. Box 5065
Des Plaines, Illinois 60017-5065
PROXY STATEMENT
GENERAL
Proxies are being solicited hereby on behalf of the Board of Directors
(the "Board") of Juno Lighting, Inc., a Delaware corporation (the "Company" or
"Juno"), for use at the 1995 Annual Meeting of Stockholders, notice of which
accompanies this Proxy Statement. Any stockholder giving a proxy has the power
to revoke it at any time prior to the exercise thereof by executing a subsequent
proxy, by notifying the Vice President, Finance of the Company of such
revocation in a written notice received by him at the above address prior to the
Annual Meeting or by attending the Annual Meeting and voting in person. If no
contrary instruction is indicated in the proxy, each proxy will be voted
FOR the election of the nominees named below to the Board.
The record date for the determination of stockholders entitled to vote
at the meeting is March 7, 1995, at the close of business. As of the record
date, the only outstanding capital stock of the corporation was its Common
Stock, par value $.01 per share ("Stock") and the number of shares of Stock
outstanding and entitled to vote at the meeting was 18,486,412, each share
entitling the holder thereof to one non-cumulative vote.
The Board has selected Price Waterhouse as the Company's independent
certified public accountants for the current fiscal year. Price Waterhouse has
served in this capacity for the past three fiscal years. It is expected that a
representative of Price Waterhouse will be present at the Annual Meeting with
an opportunity to make a statement if he so desires and to respond to
appropriate questions.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or by telegraph, by officers and certain other regular employees of
the Company. The Company does not now expect to pay any compensation for the
solicitation of proxies but may reimburse brokers and other persons holding
shares in their names, or in the names of nominees, for their expenses
for sending proxy material to principals and obtaining their proxies.
The proposed election of directors requires the affirmative vote of
a majority of the shares of the Stock of the Company present in person or by
proxy and entitled to vote at the meeting. The representation in person or by
proxy of a majority of the outstanding shares entitled to vote is necessary
to provide a quorum at the meeting. Abstentions and withheld votes are
counted as present in determining whether the quorum requirement is satisfied.
"Non-votes" are not counted for quorum purposes. Abstentions and withheld
votes have the same effect as votes against proposals presented to stockholders.
A "non-vote" has no effect on proposals presented to stockholders. A "non-vote"
occurs when a nominee holding shares for a beneficial owner does not vote on
a proposal because the nominee does not have discretionary voting power and
has not received instructions from the beneficial owner. Proxies received on
behalf of the Board for which no direction to vote is given will be voted for
the one proposal described above.
Mailing of this Proxy Statement, Notice and Proxy began about March
14, 1995, to stockholders of record as of the close of business on March 7,
1995.
Each Stockholder may obtain a copy of the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1994 filed with the
Securities and Exchange Commission ("SEC") from the Company at no charge by
written request to the Company's Vice President, Finance, 2001 South Mt.
Prospect Road, P.O. Box 5065, Des Plaines, Illinois 60017-5065.
Principal Stockholders
The following table sets forth, as of February 10, 1995, the number
and percentage of outstanding shares of Stock beneficially owned by each
person known to the Company to be the beneficial owner of more than five
percent of the outstanding shares of Stock.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially of Shares
Name and Address Owned Outstanding
------------------ ------------- -----------
<S> <C> <C>
David L. Babson & Co., Inc.. . . . . 1,195,900 <F1> 6.47%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
____________
<FN>
<F1> David L. Babson & Co., Inc. ("Babson") beneficially owns 1,195,900
shares of Stock and has sole power to vote or direct the vote and to
dispose or to direct the disposition of 608,600 shares. Babson has
shared voting power to vote or to direct the vote and dispose or to
direct the disposition of the remaining 587,300 shares.
</FN>
</TABLE>
Directors' and Executive Officers' Stock Ownership
The following table sets forth, as of February 15, 1995, the number
and percentage of outstanding shares of Stock beneficially owned by each
director, each executive officer and all executive officers and directors as
a group. The persons named hold sole voting and investment power with respect
to the shares of Stock listed below, except as otherwise indicated.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially of Shares
Name Owned Outstanding
- - ---------------------- ----------- -----------
<S> <C> <C>
Robert S. Fremont <F1> . . . . . . . 869,856 4.71%
Thomas W. Tomsovic <F1><F2>. . . . . 2,000 *
Julius Lewis <F3>. . . . . . . . . . 4,000 *
Allan Coleman <F3> . . . . . . . . . 1,200 *
George M. Ball <F3>. . . . . . . . . 2,500 *
Ronel W. Giedt <F3><F4>. . . . . . . 23,000 *
Glenn R. Bordfeld <F5><F6> . . . . . 2,000 *
George J. Bilek <F5><F7> . . . . . . 16,625 *
Charles F. Huber <F5><F8>. . . . . . 8,500 *
All Directors and Executive Officers
as a group <F2><F4><F9> . . . . . 929,681 5.03%
<FN>
<F1>
Executive Officer and Director
<F2>
Represents 2,000 shares which Mr. Tomsovic has the right to acquire
within 60 days of February 15, 1995.
<F3>
Director
<F4>
Includes 2,500 shares which Mr. Giedt has the right to acquire within 60
days of February 15, 1995.
<F5>
Executive Officer
<F6>
Represents 2,000 shares which Mr. Bordfeld has the right to acquire
within 60 days of February 15, 1995.
<F7>
Includes 12,400 shares which Mr. Bilek has the right to acquire within
60 days of February 15, 1995.
<F8>
Includes 5,800 shares which Mr. Huber has the right to acquire within 60
days of February 15, 1995.
<F9>
Includes 24,700 shares which five executive officers have the right to
acquire within 60 days of February 15, 1995.
* Less than 1%
</FN>
</TABLE>
Stockholder Proposals
Stockholder proposals for inclusion in proxy materials for the 1996
Annual Meeting of Stockholders should be addressed to the Company's Vice
President, Finance, 2001 South Mt. Prospect Road, P.O. Box 5065, Des Plaines,
Illinois 60017-5065, and must be received before November 16, 1995. In
addition, the Company's by-laws provide that stockholder nominations for
persons for election to the Company's Board and proposals of business to be
considered at an annual stockholders meeting must satisfy certain conditions
including generally submitting notice to the Company not more than 90 days or
less than 60 days prior to the anniversary of the preceding year's Annual
Meeting of Stockholders.
1. ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides for a Board
of not less than three and not more than nine directors, each of whom is
elected for a term of three years. The number of directors will be determined
from time to time by the Board. The directors are divided into three classes;
the term of office of one class expires at each Annual Meeting of Stockholders.
The persons listed below as nominees to be elected as directors have
been recommended by the Board and, if elected, will serve for a term ending at
the 1998 Annual Meeting of Stockholders or until their successors are elected
and qualified. Election requires the affirmative vote of a majority of the
Stock represented at the 1995 Annual Meeting of Stockholders. Shares of Stock
held in the names of brokers for which proxy cards are not returned will not be
counted as present for purposes of calculating the Stock represented at the 1995
Annual Meeting of Stockholders, and such shares of Stock will not be counted
either as having been voted for or against a proposal, or as abstaining with
respect to a proposal. Abstentions will not be counted either as a vote for
or against, or a withheld vote, regarding a proposal. The Board recommends a
vote FOR these nominees. Proxies received will be so voted if no direction is
given. If the nominees should be unable or unwilling to serve, which is not
now contemplated, the proxy holders may, but will not be bound to, vote for
substitute nominees.
The names of the nominees, along with the names of the other directors
whose terms continue after the meeting, together with certain additional
information, are set forth below. Additional information includes business
experience during the last five years and other directorships currently held
with corporations whose securities are registered under Section 12 of the
Securities Exchange Act of 1934 and certain other corporations. To the knowledge
of the Company, there are no family relationships between any director or
executive officer and any other director or executive officer.
<TABLE>
Nominees
<CAPTION>
<S> <C>
Robert S. Fremont . . . . . .Age 70. Chairman of the Board and Chief Executive
Officer. Director since 1976.
Term expires 1995. Member of Stock Option
Committee.
Business experience during the last five years:
Chairman of the Board and Chief Executive Officer
since December 1, 1994. President of the Company
from 1976 to November 30, 1994.
Other Directorships: None
Julius Lewis . . . . . . . . Age 63. Secretary. Director since 1983.
Term expires 1995. Member of Compensation, Stock
Option and Audit Committees.
Business experience during the last five years:
Partner, Sonnenschein Nath & Rosenthal, outside
legal counsel for the Company.
Other Directorships: None
Other Directors
Allan Coleman . . . . . . . .Age 69. Director since 1983.
Term expires 1997. Member of Compensation, Stock
Option and Audit Committees.
Business experience during last five years:
Chairman, Coleman International,Inc. an
international trading company, from August,1994
to present; and Chairman, Coleman Cable Systems,
Inc., a manufacturer of electric wire and cable
from January,1989 to August,1994.
Other Directorships: None
Ronel W. Giedt. . . . . . . .Age 56. President and Chief Operating Officer.
Director since 1991.
Term Expires 1997.
Business experience during last five years:
President and Chief Operating Officer of the
Company since December 1, 1994. President of
Indy Lighting, Inc., a wholly-owned subsidiary
of the Company since 1988.
Other Directorships:None
George M. Ball. . . . . . . .Age 60. Director since 1991.
Term expires 1996. Member of Compensation, Stock
Option and Audit Committees.
Business experience during last five years:
Chairman, Philpott, Ball & Co., an investment
banking firm, from January, 1991 to the present;
Senior Vice President, Interstate/Johnson Lane &
Co., an investment banking firm, from April, 1990
to January, 1991; Chairman, George Ball & Co.,
an investment banking firm, from December, 1986
to April, 1990.
Other Directorships: B.B. Walker Company and Edo
Corporation.
Thomas W. Tomsovic. . . . . .Age 53. Vice President, Operations. Director since
1986.
Term expires 1996. Business experience during last
five years: Vice President, Operations of the
Company.
Other Directorships: None
Board and Committee Meetings
The Board met four times during the fiscal year ended November 30,
1994. Directors who are not employees are compensated at the rate of $1,000
per directors' meeting attended.
The Board has a Compensation Committee, consisting of three members,
which determines salaries, bonuses and other compensation to be paid to the
officers of the Company and administers all benefit plans (unless otherwise
specified in plan documents) affecting officers' direct and indirect
remuneration (other than the Company's Stock Option Plans). The Compensation
Committee met once during the fiscal year ended November 30, 1994.
The Board has a Stock Option Committee, consisting of four members,
which administers the Company's stock option plans. The Stock Option Committee
met once during the fiscal year ended November 30, 1994.
The Board has an Audit Committee, consisting of three members, which
considers matters relating to internal controls and compliance with accounting
policy. It also recommends independent auditors to the Board and reviews
the independence of such auditors, reviews the scope of the annual audit
activities of the independent auditors and the Company's internal auditor and
reviews the audit fee payable to the independent auditors and the audit results.
The Audit Committee met twice during the fiscal year ended November 30, 1994.
The Board does not have a standing Nominating Committee.
The Board will consider stockholders' recommendations with regard to
the two directors to be elected at the 1996 Annual Meeting of the Stockholders.
Such recommendations should set forth the qualifications of the proposed
nominees and should be addressed to the Company's Vice President, Finance,
2001 South Mt. Prospect Road, P.O. Box 5065, Des Plaines, Illinois 60017-5065,
and must be received before February 25, 1996. See also "Stockholder Proposals"
above regarding certain provisions of the Company's By-laws relating to
stockholder nominations for directors.
Executive Compensation
The following Summary Compensation Table includes individual
compensation information regarding all compensation awarded to, earned by, or
paid during the fiscal years ended November 30, 1994, 1993 and 1992 to Mr.
Fremont and the five other most highly compensated executive officers of the
Company in all capacities in which they served during the years in which they
have been executive officers.
As reflected in the following table, Mr. Fremont and the five other
most highly paid executive officers of the Company currently participate in
the Company's 401(k) Plan. In addition, the named executives participate in, and
(except for Mr. Fremont) have received grants under, the Company's Stock
Option Plans, effective July 18, 1983 (the "1983 Stock Option Plan") and
December 2, 1993 (the "1993 Stock Option Plan").
</TABLE>
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Long-Term
Compensaton Compensation
--------------------- -------
Awards
---------
Options All Other
Name & Principal
Position Year Salary Bonus (#of Shares)Compensation<F1>
- - ----------------- ----- ------ ----- ---------- --------------
<S> <C> <C> <C> <C> <C>
Robert S. Fremont 1994 $504,400 - - $17,755
Chairman of the Board 1993 447,052 - - 18,231
and Chief Executive 1992 393,952 - - 17,702
Officer
Ronel W. Giedt 1994 $177,303 $36,216 50,000 $17,695
President and Chief
Operating Officer
Thomas W. Tomsovic 1994 $189,785 $11,680 10,000 $15,090
Vice President, 1993 181,835 10,652 - 13,639
Operations 1992 174,720 - - 13,108
Glenn R. Bordfeld 1994 $139,211 $11,680 10,000 $11,262
Vice President, Sales 1993 123,564 10,652 - 8,268
1992 109,852 - - 8,221
George J. Bilek 1994 $138,519 $11,680 10,000 $11,230
Vice President, Finance 1993 122,952 10,652 - 8,178
and Treasurer 1992 109,005 - - 7,087
Charles F. Huber 1994 $141,956 $11,680 10,000 $11,449
Vice President 1993 131,455 10,652 - 9,860
Corporate Development 1992 120,065 - - 9,007
<FN>
<F1>
Includes the Company's matching and discretionary contributions
under the 401(k) Plan. Amounts are included without regard to vesting
of any Company discretionary contributions.
</FN>
</TABLE>
Stock Option Plan Exercises and Year-End Value Table
The following table discloses, for each of the executive officers
listed on the next page, information regarding stock options exercised during,
or held at the end of, the fiscal year ended November 30, 1994 pursuant to
the Company's 1983 Stock Option Plan.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
<CAPTION>
Total Number of Total Value of
Number of Unexercised Options Unexercised In-the-Money
Shares Held at Fiscal Year End Options Held at Fiscal
Acquired <F1> Year End<F1><F2>
on Value ------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - -------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R.Fremont 0 $ 0 0 0 $ 0 $ 0
R.Giedt 9,000 112,500 15,000 56,000 161,250 64,500
T.Tomsovic 18,000 239,000 6,000 16,000 64,500 64,500
G.Bordfeld 12,800 162,025 4,800 16,400 51,600 68,800
G.Bilek 8,800 102,525 10,400 14,800 111,800 51,600
C. Huber 1,000 12,500 7,000 12,000 75,250 21,500
<FN>
<F1>
All options outstanding at the end of the fiscal year ended November 30,
1994 are incentive stock options, except for Mr. Giedt who held
25,000 Non-Qualified Options. All options were granted at 100% of the
fair market value of the Company's Stock on the date of the grant. For
all such options, up to 20% of the shares covered by each option may be
purchased commencing on the first anniversary of the date of the grant
and the amount increases by 20% on each anniversary thereafter. Such
options cannot be exercised after the expiration of six years from date
of grant. For incentive stock options granted after December 31, 1986,
the aggregate fair market value of Stock with respect to which incentive
stock options become exercisable for the first time by any individual
grantee during any calendar year may not exceed $100,000.
<F2>
Total value of options is based on the difference between the fair market
value of Company Stock of $18.00, as of November 30, 1994, and the
exercise price per share of the options.
</FN>
</TABLE>
<TABLE>
Stock Option Grants During Fiscal 1994
<CAPTION>
Potential Realizable
% of Total Value At Assumed
Options Annual Rates of Stock
Granted to Price Appreciation for
Options Employees Exercise Market Expiration Option Term
Name Granted in 1994 Price Price Date 5% 10%
<F2> <F1>
<S> <C> <C> <C> <C> <C> <C> <C>
R.Fremont 0 0 - - - - -
R.Giedt 50,000 26.45% $18.50 $18.50 10/25/04 $255,550 $564,700
T.Tomsovic 10,000 5.29% 19.625 19.625 12/09/03 57,820 119,810
G.Bordfeld 10,000 5.29% 19.625 19.625 12/09/03 57,820 119,810
G.Bilek 10,000 5.29% 19.625 19.625 12/09/03 57,820 119,810
C.Huber 10,000 5.29% 19.625 19.625 12/09/03 57,820 119,810
<FN>
<F1>
Based on 189,000 options granted to all employees in 1994.
<F2>
Options granted for Messrs. Tomsovic, Bordfeld, Bilek and Huber during
1994 are Incentive Stock Options. Mr. Giedt received 25,000 Incentive
Stock Options and 25,000 Non-Qualified Options in anticipation of Mr.
Giedt's appointment as President of the Company as of December 1, 1994.
All options were granted at 100% of the fair market value of the Company's
Stock on the date of the grant. For all these options, up to 20% of the
shares covered by each option may be purchased commencing on the first
anniversary of the date of the grant and the amount increases by 20% on
each anniversary thereafter. These options cannot be exercised after the
expiration of ten years from the date of grant. For Incentive Stock
Options granted after December 31, 1986, the aggregate fair value of
stock with respect to which Incentive Stock Options become exercisable for
the first time by any individual grantee during any calendar year may not
exceed $100,000.
</FN>
</TABLE>
Compensation Committee and Stock Option Committee Reports on Executive
Compensation
The Company's executive compensation policy is designed to maintain
a competitive compensation program in order to attract and retain well
qualified management and to provide management with the incentive to
accomplish the Company's financial and operating objectives. Compensation for
executives generally consists of cash compensation in the form of annual
base salary and performance-based bonuses, and long term incentive
compensation in the form of stock options.
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors and, with respect to stock
options and stock appreciation rights ("SARs") under the Company's Stock
Option Plans, by the Stock Option Committee. The Stock Option Committee has
four members (consisting of the CEO and three outside directors), and in
fiscal 1994 met together once. The Compensation Committee has three members
(consisting of the three outside directors), and in fiscal 1994 met once.
In setting cash compensation levels for executive officers (including
the CEO), the Compensation Committee considers the performance of the Company
and of the individual officer, including the assumption of new duties by the
officer. While the Company's overall financial performance, particularly
operating income, is taken into account, base salaries for executive officers
are primarily determined by the Compensation Committee's subjective assessment
of the executive's individual performance. The Compensation Committee does not
set target bonuses or target performance goals in setting cash compensation
levels for executive officers.
In addition to base salary, the Compensation Committee adopted an
incentive bonus plan for fiscal 1994 for Ronel W. Giedt who at the beginning
of the fiscal year was President of Indy Lighting, the Company's wholly-owned
subsidiary and the following Vice Presidents of the Company: Thomas W. Tomsovic,
Glenn R. Bordfeld, George J. Bilek and Charles F. Huber. The incentive
bonus plan provided for the payment of cash bonuses to these executives
pursuant to a formula based on increases in operating income of the Company.
Bonuses were calculated using the Company's fiscal 1994 audited financial
statements and have been paid to each of the five executives named above.
In determining the salary to be paid to the CEO in any fiscal year,
in addition to the factors set forth above which are applicable to all
executive officers, the Compensation Committee also compares base salaries of
chief executive officers of other companies of similar size and engaged in
manufacturing businesses to that of the Company's CEO and considers the
performance of the Company's Stock. Some, but not all, of the companies used
for salary comparison purposes are companies listed in the NASDAQ Electrical
Component Index for which cumulative total return information is provided in
the "Performance Graph" section below. Although the Compensation Committee
takes into account all of the factors described above in determining an
appropriate base salary for Mr. Fremont, it does not engage in any particular
weighing of these factors (other than the emphasis placed on individual
performance).The Compensation Committee does not consider the success of the
Company in meeting its financial goals to be one of the factors that it
considers in determining the CEO's base salary. It should be noted that Mr.
Fremont does not participate in Compensation Committee discussions or
decisions regarding his compensation.
With respect to Mr. Fremont's base salary in the 1992 fiscal year,
the Compensation Committee accepted Mr. Fremont's request that he receive no
increase in salary. During the 1993 fiscal year, however, the Compensation
Committee increased Mr.Fremont's base salary from $393,953 to $504,400 annually.
In deciding to raise the amount of Mr. Fremont's base salary in the 1993 fiscal
year, the Compensation Committee assessed Mr. Fremont's overall performance as
CEO as excellent, and noted that Mr. Fremont had not received an increase in
his base salary during the 1990, 1991 and 1992 fiscal years. Also, the
Compensation Committee believes that Mr. Fremont's base salary (after taking
into account the fiscal 1993 raise) is below the average of the other
companies used for comparison purposes.
Pursuant to the authority delegated by the Board of Directors, the
Stock Option Committee is responsible for granting and administering stock
options and SARs under the Company's Stock Option Plans. Stock options and
SARs are designed to align the interests of executives with those of the
stockholders. No member of the Stock Option Committee (including Mr. Fremont)
is eligible to receive stock options or SARs.
Under the Company's 1983 and 1993 Stock Option Plans, stock options
have been awarded to certain key employees, including the Company's executive
officers. All currently outstanding stock options were granted with an exercise
price equal to the market price of the Stock on the date of grant and vest over
a period of time. This approach is designed to encourage the creation of
stockholder value over the long term since the full benefit of the compensation
package cannot be realized unless stock price appreciation occurs over a
number of years. The Stock Option Committee determines the size of awards of
stock options and SARs to executives based on similar factors as are used to
determine base salaries.
In addition to salary, stock options and SARs, the Company's
compensation package includes Company matching and discretionary contributions
to a 401(k) plan, medical and life insurance, and other benefits.
Finally, the Compensation Committee has reviewed the possible effect
on the Company of the new limitations on deductibility of executive compensation
under Section 162(m) of the Internal Revenue Code. The Compensation Committee
does not believe that such section will be applicable to the Company in the
foreseeable future but will review the Company's compensation practices
as circumstances warrant.
Compensation Committee Stock Option Committee
Julius Lewis Robert S. Fremont
Allan Coleman Julius Lewis
George M. Ball Allan Coleman
George M. Ball
Compensation Committee Interlocks, Insider Participation and Certain
Relationships
Mr. Fremont, Mr. Tomsovic and Mr. Giedt are members of the Board and
are executive officers of the Company. Mr. Lewis is a Board member and an
officer of the Company but not an executive officer. Other than the Compensation
Committee members and Mr. Fremont, who attends meetings of the Compensation
Committee at the request of the Compensation Committee and makes recommendations
regarding the compensation level of executive officers other than himself, no
current or former officer or employee of the Company or its subsidiaries
participated in the deliberations of the Board concerning executive compensation
during the fiscal year ended November 30, 1994. Mr. Lewis is a partner of the
law firm of Sonnenschein Nath & Rosenthal, which provided legal services to the
Company in the fiscal year ended November 30, 1994, and Mr. Ball is the
Chairman of Philpott, Ball & Co., an investment banking firm which provided
investment banking services to the Company in such fiscal year.
<TABLE>
Comparison of Five-Year Cumulative Return
Among Juno Lighting, Inc., NASDAQ Stock Market Index
(U.S. Companies) and NASDAQ Electrical Component Stock Index
<CAPTION>
Juno NASDAQ Stock NASDAQ Electrical
Fiscal Year Lighting,Inc. Market (U.S.) Component Index
<S> <C> <C> <C>
11/30/89 $100 $100 $100
11/30/90 $ 90.9 $ 81.1 $ 93.2
11/30/91 $122.3 $121.0 $118.0
11/30/92 $215.4 $152.3 $185.0
11/30/93 $256.9 $175.3 $283.9
11/30/94 $225.9 $175.7 $319.9
</TABLE>
3. OTHER MATTERS
At this time, the Board of Directors is not aware of any matters not
referred to herein which might be presented for action at the meeting. However,
if any other business should come before the meeting, votes may be cast with
respect to such matters in accordance with the best judgment of the person or
persons acting under the Proxy. See also "Stockholder Proposals" above regarding
certain provisions of the Company's By-laws relating to the ability of
stockholders to submit proposals at a meeting of stockholders.
By Order of the Board of Directors
Julius Lewis
Des Plaines, Illinois Secretary
March 14, 1995
JUNO LIGHTING, INC.
2001 South Mt. Prospect Rd.
P.O. Box 5065
Des Plaines, Il. 60017-5065
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Robert S. Fremont and George J. Bilek, or either
of them, with full power of substitution (the action of one, if only one be
present and acting, to be in any event controlling), as proxies to represent
the undersigned at the Annual Meeting of Stockholders of Juno Lighting, Inc. to
be held on April 25,1995, and at any and all adjournments thereof, and to vote
all shares which the undersigned would be entitled to vote thereat.
COMMENTS:(change of address)
Election of Directors, Nominees: ___________________________
Robert S. Fremont,Julius Lewis ___________________________
___________________________
___________________________
(if you written in the above
space, please mark the cor-
responding box on the reverse
side of this card.)
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your proxy will be voted in
accordance with the Board of Directors' recommendations. The Proxies cannot vote
your shares unless you sign and return this card.
(SEE REVERSE SIDE)
Please mark your votes
/X/ as in this example
This proxy when properly executed will be voted in the
manner directed herein. If no direction is made,
this proxy will be voted FOR proposal 1.
The Board of Directors recommends a vote FOR proposal 1.
FOR WITHHELD
1. Election of 2. In their discretion on any other
Directors / / / / matters that may properly come
before this meeting.
For,except vote withheld from the following nominee(s):
______________________________________________________
Change of Address/
Comments on Reverse Side. / /
Please mark this box if
you will personally be
attending the meeting / /
Please date sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
__________________________________
__________________________________
Signature(s) Date
