NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
of
JUNO LIGHTING, INC.
To the Stockholders of
Juno Lighting, Inc.:
Notice is hereby given that the 1998 Annual Meeting of Stockholders of
Juno Lighting, Inc., a Delaware corporation (the "Company"), will be held at
the Company's principal offices, 1300 South Wolf Road, Des Plaines, Illinois
60017-5065, on April 28, 1998 at 2 P.M. Central Time, for the purpose of
considering and voting on:
(1) The election of two directors to serve until the 2001 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 10, 1998, 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, 1997, is enclosed. Additional copies are available on request.
Mailing of this Notice, Proxy and Proxy Statement began about March 17, 1998.
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 17, 1998
<PAGE 2>
JUNO LIGHTING, INC.
1300 South Wolf 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 1998 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 10, 1998, 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 18,564,212, 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 six 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 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
plurality, and any other matter that would properly be presented for action at
the meeting would generally require 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
<PAGE 3>
majority of the outstanding shares entitled to vote is necessary to provide a
quorum at the meeting. Abstentions, non-votes and withheld votes are counted
as present in determining whether the quorum requirement is satisfied.
Abstentions have the same effect as votes against proposals presented to
stockholders. Votes withheld for director nominees will be disregarded and
will have no effect. A "non-vote" will not be considered entitled to vote as
to that matter at the meeting, will not be counted as a vote for or against
any matter, and, accordingly, will have 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 Item 1., and against the stockholder proposal set forth below in
Item 2., 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 17,
1998, to stockholders of record as of the close of business on March 10, 1998.
Each Stockholder may obtain a copy of the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1997 filed with the Securities and
Exchange Commission ("SEC") from the Company at no charge by written request
to the Company's Vice President, Finance, 1300 South Wolf Road, P.O. Box 5065,
Des Plaines, Illinois 60017-5065.
Principal Stockholders
The following table sets forth, as of February 16, 1998, 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........................... 1,699,000<F1> 9.15%
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
National Rural Electric Cooperative
Association.................................... 1,333,500<F2> 7.18%
4301 Wilson Blvd.
Arlington, Virginia 22203
First Chicago NBD Corporation................... 1,029,100<F3> 5.54%
One First National Plaza
Chicago, Illinois 60670
Royce & Associates, Inc., Royce Management
Company and Charles M. Royce................... 975,800<F4> 5.26%
1414 Avenue of the Americas
New York, New York 10019
<PAGE 4>
__________
<FN>
<F1>Harris Associates L.P. ("Harris") beneficially owns 1,699,000 shares of
stock, has shared power to vote or direct the votes of such shares, has sole
power to dispose or direct the disposition of 548,700 shares and has shared
power to dispose or direct the disposition of 1,150,300 shares of which
1,085,000 shares are owned by the Oakmark Fund, an investment trust whereby
Harris serves as investment advisor.
<F2>National Rural Electric Cooperative Association beneficially owns 1,333,500
shares of stock, has sole power to vote or direct the vote and dispose or
direct the disposition of such shares.
<F3>First Chicago NBD Corporation ("FCN") beneficially owns 1,029,100 shares and
has sole power to vote or direct the vote of 1,002,376 of such shares. FCN
has sole power to dispose or to direct the disposition of 1,024,400 shares
and shared power to dispose or to direct the disposition of 4,000 shares.
<F4>Royce & Associates, Inc. ("Royce") beneficially owns 949,100 shares of
stock, has sole power to vote or direct the vote and dispose or to direct
the disposition of such shares. Royce Management Company ("RMC")
beneficially owns 26,700 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 Royce and RMC,
and, as such, may be deemed to beneficially own the shares of stock
beneficially owned by Royce and RMC. Mr. Royce disclaims beneficial
ownership of such shares.
</FN>
</TABLE>
Directors' and Executive Officers' Stock Ownership
The following table sets forth, as of February 16, 1998, the number and
percentage of outstanding shares of Stock beneficially owned by each director,
each of the executive officers named in the Summary Compensation Table 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 3.34%
Thomas W. Tomsovic <F1><F2> 12,000 *
Julius Lewis <F3> 4,000 *
Allan Coleman <F3> 2,000 *
George M. Ball <F3> 2,500 *
Glenn R. Bordfeld <F4><F5> 18,400 *
George J. Bilek <F4><F6> 22,425 *
Charles F. Huber <F4><F7> 19,800 *
Ronel W. Giedt <F8> 24,000 *
All Directors and Executive Officers 724,981 3.91%
as a group <F8> <F9>
<PAGE5>
<FN>
<F1> Executive Officer and Director
<F2> Represents 12,000 shares which Mr. Tomsovic has the right to acquire
within 60 days of February 16, 1998.
<F3> Director
<F4> Executive Officer
<F5> Includes 12,000 shares which Mr. Bordfeld has the right to acquire
within 60 days of February 16, 1998.
<F6> Includes 12,000 shares which Mr. Bilek has the right to acquire within
60 days of February 16, 1998.
<F7> Includes 12,000 shares which Mr. Huber has the right to acquire within 60 days of February 16, 1998.
<F8> Mr. Giedt resigned from the Company as President and as a Director as of
September 23, 1997 and no longer served as an executive officer or a director of the
Company as of the end of the fiscal year ended November 30, 1997. The
number of shares beneficially owned by Mr. Giedt was determined as of
September 23, 1997 based on information available to Juno.
<F9> Includes 48,000 shares which four executive officers have the right to
acquire within 60 days of February 16, 1998.
* Less than 1%
</FN>
</TABLE>
Stockholder Proposals
Stockholder proposals for inclusion in proxy materials for the 1999
Annual Meeting of Stockholders should be addressed to the Company's Vice
President, Finance, 1300 South Wolf Road, P.O. Box 5065, Des Plaines, Illinois
60017-5065, and must be received before November 17, 1998. 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.
ITEM 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 five 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 Board has determined that
following the 1998 annual meeting of stockholders, the Board will be increased
from six to seven directors and that two new independent directors will be
selected (one to fill an already existing vacancy). The two new directors would
be selected with the aid of a search firm. The Board also intends to create a
capital allocation committee of the Board consisting of a majority of
independent directors to review the Company's capital structure and use of cash
and marketable securities, and to make recommendations to the Board with a view
toward maximizing shareholder value.
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
2001 Annual Meeting of Stockholders or until their successors are elected and
qualified. 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.
<PAGE 6>
Nominees
Robert S. Fremont.......Age 73. 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 66. 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
Other Directors
George M. Ball..........Age 63. Director since 1991.
Term expires 1999. Member of Compensation, Stock
Option and Audit Committees.
Business experience during the last five years:
Chairman, Philpott, Ball & Co., an investment
banking firm, from January, 1991 to the present.
Other Directorships: B.B. Walker Company and
Edo Corporation
Thomas W. Tomsovic......Age 56. Vice President, Operations. Director since
1986.
Term expires 1999. Business experience during the last
five years: Vice President, Operations of the
Company.
Other Directorships: None
Allan Coleman...........Age 72. Director since 1983.
Term expires 2000. Member of Compensation, Stock
Option and Audit Committees.
Business experience during the 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
Board and Committee Meetings
The Board met four times during the fiscal year ended November 30, 1997.
Directors who are not employees are compensated at the rate of $1,000 per
directors' meeting attended.
<PAGE 7>
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, 1997.
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, 1997.
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, 1997.
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 1999 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,
1300 South Wolf Road, P.O. Box 5065, Des Plaines, Illinois 60017-5065, and
must be received before February 24, 1999. 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, 1997, 1996 and 1995 to Mr. Fremont, the
four other most highly compensated executive officers and Ronel W. Giedt, the
Company's former President 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 four other most
highly paid executive officers of the Company currently participate (and
Mr. Giedt had participated) 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").
<PAGE 8>
<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 1997 $504,400 $ - - $17,504<F2>
Chairman of the Board and 1996 504,400 - - 30,000<F3>
Chief Executive Officer 1995 504,400 - - 15,786<F4>
Thomas W. Tomsovic 1997 $220,000 $ - - $ 9,750
Vice President, Operations 1996 210,000 - - 9,750
1995 214,859 - 10,000 11,250
Glenn R. Bordfeld 1997 $176,154 $ - - $ 9,750
Vice President, Sales 1996 166,346 - - 9,750
1995 155,452 - 10,000 11,250
George J. Bilek 1997 $176,154 $ - - $ 9,750
Vice President, Finance 1996 165,481 - - 9,750
and Treasurer 1995 154,643 - 10,000 11,250
Charles F. Huber 1997 $180,077 $ - - $ 9,750
Vice President, Corporate 1996 169,471 - - 9,750
Development 1995 158,742 - 10,000 11,250
Ronel W. Giedt- 1997 $296,942 $ - - $77,250<F6>
Former President <F5> 1996 332,027 - - 9,750
1995 282,238 - 25,000 11,250
<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 $7,754 for miscellaneous personal expenses.
<F3> Includes $20,250 for miscellaneous personal expenses.
<F4> Includes $4,536 for miscellaneous personal expenses.
<F5> Mr. Giedt resigned from the Company as President as of September 23, 1997
and no longer served as an executive officer of the Company as of the end
of the fiscal year ended November 30, 1997.
<F6> Includes $75,000 paid to Mr. Giedt in connection with his resignation from
the Company.
</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, 1997 pursuant to the Company's
1983 and 1993 Stock Option Plans.
<PAGE 9>
<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
T. Tomsovic 0 0 12,000 8,000 19,250 28,875
G. Bordfeld 3,200 26,000 12,000 8,000 19,250 28,875
G. Bilek 0 0 12,000 8,000 19,250 28,875
C. Huber 0 0 12,000 8,000 19,250 28,875
R. Giedt 25,000 26,563 0 0 0 0
<FN>
<F1> All options outstanding at the end of the fiscal year ended November 30, 1997, are incentive stock options
and 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 9, 2003 and November 12, 2007. 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
$19.25, as of November 30, 1997, and the exercise price per share of the options.
</FN>
</TABLE>
<PAGE 10>
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 1997 met together once. The Compensation Committee has three members
(consisting of the three outside directors), and in fiscal 1997 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 in fiscal 1994 for 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. No bonuses were earned pursuant to this plan in fiscal 1997.
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.
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.
<PAGE 11>
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 reviews the possible effect on the
Company of the 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 Insider Participation
Mr. Fremont and Mr. Tomsovic 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, 1997. 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, 1997, 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 12>
<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>
11/30/92 $ 100.00 $ 100.00 $ 100.00
11/30/93 119.26 115.79 153.57
11/30/94 104.89 116.02 172.57
11/30/95 94.06 165.42 318.28
11/30/96 93.74 202.56 494.67
11/30/97 118.76 252.28 581.33
<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, 1992.
</FN>
</TABLE>
ITEM 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 17, 1998
<PAGE 13>
JUNO LIGHTING, INC.
1300 South Wolf 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 28, 1998, 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 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 14>
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 1998
