NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
of
JUNO LIGHTING, INC.
To the Stockholders of
Juno Lighting, Inc.:
Notice is hereby given that the 1997 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 29, 1997 at 2 P.M. Central Time, for the purpose
of considering and voting on:
(1) The election of two directors to serve until the 2000 Annual Meeting
of Stockholders or until their successors are elected and qualified;
(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 11, 1997, 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, 1996, is enclosed. Additional copies are available on request.
Mailing of this Notice, Proxy and Proxy Statement began about March 18, 1997.
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 18, 1997
<PAGE> 1
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 1997 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 11, 1997, 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 18,513,012, 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 five 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
<PAGE> 2
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 election of directors as set
forth below in accordance with the best judgment of the person or persons
acting under the proxy.
Mailing of this Proxy Statement, Notice and Proxy began about March 18,
1997, to stockholders of record as of the close of business on March 11, 1997.
Each Stockholder may obtain a copy of the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1996 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 17, 1997, 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>
Harris Associates L.P. & Harris Associates, Inc . . . . 1,401,800 <F1> 7.57%
2 North LaSalle St.
Chicago, Illinois 60602-3790
Quest Advisory Corp., Quest Management Company and. . . 1,227,400 <F2> 6.63%
Charles M. Royce
1414 Avenue of the Americas
New York, NY 10019
First Chicago NBD Corporation . . . . . . . . . . . . . 1,126,900 <F3> 6.09%
One First National Plaza
Chicago, IL 60670
<FN>
<F1> Each of Harris Associates L.P. and Harris Associates, Inc. ("Harris")
beneficially own 1,401,800 shares of stock, have shared power to vote or
direct the vote of such shares, have sole power to dispose or to direct
the disposition of 486,000 shares and have shared power to dispose or to
direct the disposition of 915,800 shares.
<F2> Quest Advisory Corp. ("Quest") beneficially owns 1,191,400 shares of
stock, has sole power to vote or direct the vote and dispose or to
direct the disposition of such shares. Quest Management Co. ("QMC")
beneficially owns 36,000 shares of stock, has sole power to vote or
direct the vote and dispose or to direct the disposition of such shares.
Mr. Royce may be deemed to be a controlling person of Quest and QMC,
and, as such, may be deemed to beneficially own the shares of stock
<PAGE> 3
beneficially owned by Quest and QMC. Mr. Royce disclaims beneficial
ownership of such shares.
<F3> First Chicago NBD Corporation ("FCN") beneficially owns 1,126,900 shares
and has sole power to vote or direct the vote of 1,103,350 of such
shares. FCN has sole power to dispose or to direct the disposition of
1,122,900 shares and shared power to dispose or to direct the
disposition of 4,000 shares.
</FN>
</TABLE>
Directors' and Executive Officers' Stock Ownership
The following table sets forth, as of February 17, 1997, 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> 619,856 3.35%
Thomas W. Tomsovic <F1><F2> 8,000 *
Julius Lewis <F3> 4,000 *
Allan Coleman <F3> 2,000 *
George M. Ball <F3> 2,500 *
Ronel W. Giedt <F1><F4> 49,000 *
Glenn R. Bordfeld <F5><F6> 14,400 *
George J. Bilek <F5><F7> 18,425 *
Charles F. Huber <F5><F8> 15,800 *
All Directors and Executive Officers 733,981 3.96%
as a group <F9>
<FN>
<F1> Executive Officer and Director
<F2> Represents 8,000 shares which Mr. Tomsovic has the right to acquire
within 60 days of February 17, 1997.
<F3> Director
<F4> Includes 25,000 shares which Mr. Giedt has the right to acquire within
60 days of February 17, 1997.
<F5> Executive Officer
<F6> Includes 11,200 shares which Mr. Bordfeld has the right to acquire
within 60 days of February 17, 1997.
<F7> Includes 8,000 shares which Mr. Bilek has the right to acquire within
60 days of February 17, 1997.
<F8> Includes 8,000 shares which Mr. Huber has the right to acquire within 60
days of February 17, 1997.
<F9> Includes 60,200 shares which five executive officers have the right to
acquire within 60 days of February 17, 1997.
* Less than 1%
</FN>
</TABLE>
Stockholder Proposals
Stockholder proposals for inclusion in proxy materials for the 1998
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,
<PAGE> 4
Illinois 60017-5065, and must be received before November 12, 1997. 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. There are currently six directors on 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
2000 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 1997 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
1997 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.
Nominees
Allan Coleman...........Age 71. 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 58. President and Chief Operating Officer.
Director since 1991.
<PAGE> 5
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 from 1988
to November 30, 1994.
Other Directorships: None
Other Directors
Robert S. Fremont.......Age 72. Chairman of the Board and Chief Executive
Officer. Director since 1976.
Term expires 1998. 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 65. Secretary. Director since 1983.
Term expires 1998. 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
George M. Ball..........Age 62. Director since 1991.
Term expires 1999. 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 55. Vice President, Operations. Director since
1986.
Term expires 1999. 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, 1996.
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
<PAGE> 6
remuneration (other than the Company's Stock Option Plans). The Compensation
Committee met once during the fiscal year ended November 30, 1996.
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, 1996.
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, 1996.
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 1998 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, 1998. 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, 1996, 1995 and 1994 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>
Summary Compensation Table
<CAPTION>
Annual Long-Term
Compensation Compensation
------------------------- ------------
Awards All
Options Other
(# of Compen-
Name & Principal Position Year Salary Bonus Shares) sation<F1>
- ------------------------- ---- -------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Robert S. Fremont 1996 $504,400 $ - - $30,000<F2>
Chairman of the Board and 1995 504,400 - - 15,786<F3>
Chief Executive Officer 1994 504,400 - - 17,755
<PAGE> 7
Ronel W. Giedt 1996 $332,027 $ - - $ 9,750
President and Chief 1995 282,238 - 25,000 11,250
Operating Officer 1994 177,303 36,216 50,000 17,695
Thomas W. Tomsovic 1996 $210,000 $ - - $ 9,750
Vice President, Operations 1995 214,859 - 10,000 11,250
1994 203,271 11,680 10,000 15,090
Glenn R. Bordfeld 1996 $166,346 $ - - $ 9,750
Vice President, Sales 1995 155,452 - 10,000 11,250
1994 139,211 11,680 10,000 11,262
George J. Bilek 1996 $165,481 $ - - $ 9,750
Vice President, Finance 1995 154,673 - 10,000 11,250
and Treasurer 1994 138,519 11,680 10,000 11,230
Charles F. Huber 1996 $169,471 $ - - $ 9,750
Vice President, Corporate 1995 158,742 - 10,000 11,250
Development 1994 141,956 11,680 10,000 11,449
<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.
<F2> Includes $20,250 for miscellaneous personal expenses.
<F3> Includes $4,536 for miscellaneous personal expenses.
</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, 1996 pursuant to the Company's
1983 and 1993 Stock Option Plans.
<PAGE> 8
<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 <F1> Options Held at Fiscal Year<F1><F2>
Acquired 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 8,500 72,250 25,000 50,000 5,313 21,250
T. Tomsovic 6,000 49,500 8,000 12,000 2,125 8,500
G. Bordfeld 3,200 20,000 11,200 12,000 20,925 8,500
G. Bilek 8,900 68,925 8,000 12,000 2,125 8,500
C. Huber 5,800 47,975 8,000 12,000 2,125 8,500
<FN>
<F1> All options outstanding at the end of the fiscal year ended November 30, 1996, are incentive stock
options, except for Mr. Giedt who held 50,000 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 will expire at various
dates between December 5, 1997 and October 26, 2005. 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
$15.50, as of November 30, 1996, and the exercise price per share of the options.
</FN>
</TABLE>
<PAGE> 9
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 1996 met together once. The Compensation Committee has three members
(consisting of the three outside directors), and in fiscal 1996 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.
<PAGE> 10
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 1993 Stock Option Plan, 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 & Audit Stock Option Committee
Committees
Julius Lewis Robert S. Fremont
Allan Coleman Julius Lewis
George M. Ball Allan Coleman
George M. Ball
Compensation Committee Interlocks 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, 1996.
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, 1996, 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.
<PAGE> 11
<TABLE>
Comparison of Five-Year Cumulative Return
Among Juno Lighting, Inc., NASDAQ Stock Market Index
(U.S. Companies) and NASDAQ Electrical Component
Stock Index<F1>
<CAPTION>
Juno NASDAQ Stock NASDAQ Electrical
Fiscal Year Lighting, Inc. Market Index (U.S) Component Index
<S> <C> <C> <C>
11/30/91 $100.00 $100.00 $100.00
11/30/92 176.10 126.00 156.90
11/30/93 210.00 145.80 240.90
11/30/94 184.70 146.10 270.70
11/30/95 165.70 208.30 499.30
11/30/96 165.10 255.20 776.00
<FN>
<F1>Cumulative return assumes reinvestment of dividends. This table assumes
$100.00 was invested in Juno Common Stock, the NASDAQ Stock Market Index
(U.S.) and the NASDAQ Electrical Component Index on November 30, 1991.
</FN>
</TABLE>
2. 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 18, 1997
<PAGE> 12
JUNO LIGHTING, INC.
2001 South Mount Prospect Road
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 29, 1997, 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:______________________________________
Ronel W. Giedt, Allan Coleman ______________________________________
______________________________________
______________________________________
(If you have written in the above
space, please mark the corresponding
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 Director's recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
(SEE REVERSE SIDE)
<PAGE> 13
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 Directors
(see reverse) / / / /
For, except vote withheld from the following nominee(s):
________________________________________________________
2. In their discretion on any other matters that may properly come
before the meeting.
Change of Address/
Comments on Reverse Side. / /
Please mark this box if
you will personally be
attending the meeting / /
Please date and 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 1997
