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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
JUNO LIGHTING, INC.
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(Name of Issuer)
Common Stock, par value 482047107
$0.01 par share
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(Title of class of securities) (CUSIP number)
Nell Minow
Lens Investment Management LLC
1200 G Street, N.W., Suite 800
Washington, D.C. 30005
(202) 434-8723
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(Name, address and telephone number of person authorized to
receive notices and communications)
November 9, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 16 Pages)
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<TABLE>
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CUSIP No. 482047107 13D Page 2 of 16
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<S> <C> <C>
1 NAME OF REPORTING PERSON: Lens Investment Management LLC
S.S. OR I.R.S. IDENTIFICATION NO. 01-0497749
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF Maine
ORGANIZATION:
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7 SOLE VOTING POWER: 830,799 as of the date
NUMBER OF hereof (See Items 5(a) and
SHARES (b).)
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BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
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9 SOLE DISPOSITIVE POWER: 830,799 as of the date
EACH hereof (See Items 5(a) and
REPORTING (b).)
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PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date
REPORTING PERSON: hereof (See Items 5(a)
and (b).)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43%
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14 TYPE OF REPORTING PERSON: OO, IA
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CUSIP No. 482047107 13D Page 3 of 16
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1 NAME OF REPORTING PERSON: Ram Trust Services, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 01-0363642
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF Maine
ORGANIZATION:
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7 SOLE VOTING POWER: 359,356 as of the date
NUMBER OF hereof (See Items 5(a) and
SHARES (b).)
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BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
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9 SOLE DISPOSITIVE POWER: 359,356 as of the date
EACH hereof (See Items 5(a) and
REPORTING (b).)
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PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date
REPORTING PERSON: hereof (See Items 5(a) and
(b).)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43%
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14 TYPE OF REPORTING PERSON: CO, IA
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CUSIP No. 482047107 13D Page 4 of 16
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1 NAME OF REPORTING PERSON: Robert B. Holmes
S.S. OR I.R.S. IDENTIFICATION NO. ###-##-####
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
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7 SOLE VOTING POWER: 2,800 as of the date
NUMBER OF hereof (See Items 5(a) and
SHARES (b).)
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BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
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9 SOLE DISPOSITIVE POWER: 2,800 as of the date
EACH hereof (See Items 5(a) and
REPORTING (b).)
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PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date
REPORTING PERSON: hereof (See Items 5(a)
and (b).)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43%
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14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 482047107 13D Page 5 of 16
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1 NAME OF REPORTING PERSON: John B. Goodrich
S.S. OR I.R.S. IDENTIFICATION NO. ###-##-####
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
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7 SOLE VOTING POWER: 1,725 as of the date
NUMBER OF hereof (See Items 5(a) and
SHARES (b).)
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BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
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9 SOLE DISPOSITIVE POWER: 1,725 as of the date
EACH hereof (See Items 5(a) and
REPORTING (b).)
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PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date
REPORTING PERSON: hereof (See Items 5(a)
and (b).)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43%
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14 TYPE OF REPORTING PERSON: IN
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</TABLE>
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INTRODUCTORY NOTE
This Amendment No. 1 is being filed by the Reporting Persons (as
defined below) to amend the statement on Schedule 13D of the Reporting Persons,
dated September 18, 1998, to reflect an increase in the number of shares of
Common Stock (as defined below) held by certain of the Reporting Persons since
the date of the statement and to report a change in the purpose for which the
Reporting Persons hold shares of Common Stock.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to shares of common
stock, par value $0.01 per share (the "Common Stock"), of Juno Lighting, Inc., a
Delaware corporation (the "Issuer" also sometimes referred to herein as the
"Company"). This Amendment No. 1 amends the statement on Schedule 13D of the
Reporting Persons dated September 18, 1998 by supplementing it as stated below.
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them such statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended by adding the following sentence at the end of the
first paragraph thereof:
"As of November 16, 1998, Lens and Ram, collectively have caused their
Clients to expend an additional $1,342,538 of the Clients' investment
funds to purchase a total of 65,997 additional shares of Common Stock."
Item 3 is amended by adding the following sentence at the end of the
third paragraph thereof:
"As of November 16, 1998, Goodrich used his personal funds to purchase 200
additional shares of Common Stock, which shares of Common Stock were not
purchased at the direction of the Lens Group."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended by adding the following paragraphs as of the date
hereof:
"As a result of the Lens Group's discussions with management
and directors of the Company regarding the Lens Group's concerns, the
Company invited representatives of the Lens Group to attend the
Page 6 of 16
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January 19, 1999 meeting of its board of directors and speak to the
directors regarding such concerns. The Lens Group sent a letter to the
Company on November 9, 1998 to accept the Company's invitation, and in
such letter the Lens Group suggested that the Company invite other
shareholders' representatives to attend the board meeting as well. The
Lens Group also simultaneously advised the Company that it intends to
submit a proposal for action by the Company's shareholders at the upcoming
Annual Meeting of Shareholders to amend the Company's bylaws to limit the
number of insider directors on the board of directors of the Company,
effective in the year 2000. The Lens Group's November 9, 1998 letter to
the Company and attached shareholder resolution are attached hereto as
Exhibit 2. The proposal for action by the Company's shareholders that the
Lens Group intends to submit at the upcoming Annual Meeting of
Shareholders described above, if implemented, would result in a change in
the present board of directors of the Issuer and a change in the Issuer's
bylaws.
Depending on its assessment of the Company's progress on the
matters discussed above and the Company's responsiveness to shareholder
concerns following the January 19, 1999 meeting of the board of directors
of the Company, the Lens Group may submit one or more other proposals for
action by the Company's shareholders at the upcoming Annual Meeting of
Shareholders and/or may propose one or more candidates for election as a
director at such Annual Meeting and solicit proxies in support of such
proposal and/or the election of such candidate or candidates. In such
event, the Lens Group, through such proposal or candidate or candidates,
may support changes in the Company's bylaws and/or a material change in
the Company's present capitalization or dividend policy, including share
repurchases, or an extraordinary corporate transaction such as a merger or
business combination. In addition, the Lens Group may promote or encourage
such a business combination between the Company and another participant in
the industry or a company engaged in acquiring businesses with
underutilized assets and providing them with new leadership. Any such
business combination might involve a tender offer for shares of Common
Stock or a merger or like transaction. The Lens Group has and intends to
discuss these possibilities with interested
Page 7 of 16
<PAGE>
shareholders and other parties. Alternatively, if the Lens Group is
satisfied with the Company's progress and responsiveness to shareholders,
it may withdraw its shareholder proposal. At this point, the Lens Group
has not yet decided whether to support any additional changes of such
nature in the Company or to participate alone or with other parties in any
such transaction involving the Company. Each of Holmes and Goodrich is
supportive of the activities and purposes respecting the Company of the
Lens Group identified herein.
Except as described above, the Lens Group has no other plans or proposals which
relate to, or would result in, any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D under the 1934 Act."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Section (a)(i) of Item 5 is amended by adding the following at the
end thereof:
"Subsequent to the date of this Statement and prior to November 16, 1998,
additional purchases of Common Stock were made for client accounts at the
direction of Lens and Ram, and by virtue of their management of Client
accounts, on November 16, 1998, Lens and Ram were the beneficial owners of
830,799 and 359,356 shares of Common Stock, respectively (together,
approximately 6.43% of the outstanding Common Stock), for purposes of
Section 13(d) of the 1934 Act and, by virtue of their joint management,
each may also have been the beneficial owner of the shares owned by the
other."
Section (a)(iii) of Item 5 is amended by adding the following at the
end thereof:
"Subsequent to the date of this Statement and prior to November 16, 1998,
Goodrich made additional purchases of Common Stock, and on November 16,
1998, Goodrich was the owner of 1,725 shares of Common Stock."
Section (b) of Item 5 is amended by adding the following new
paragraph between the first and last paragraphs thereof:
"As a result of Lens' purchase of additional shares of Common Stock
subsequent to the date of this Statement and prior to November 16, 1998,
Lens has the sole power to direct the vote and the disposition of 830,700
shares of
Page 8 of 16
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Common Stock (approximately 4.47% of the outstanding Common Stock) owned
by its Clients in such accounts on November 16, 1998. As a result of Ram's
purchase of additional shares of Common Stock subsequent to the date of
this Statement and prior to November 16, 1998, Ram has the sole power to
direct the vote and the disposition of the 359,356 shares of Common Stock
(approximately 1.93% of the outstanding Common Stock) owned by its Clients
in such accounts on November 16, 1998. As a result of Goodrich's purchase
of additional shares of Common Stock subsequent to the date of this
Statement and prior to November 16, 1998, Goodrich had the sole power to
direct the vote and disposition of 1,725 shares of Common Stock on
November 16, 1998."
Schedule III of the Statement, referred to in Section (c) of Item 5,
is amended by adding the new transactions set forth in Schedule III hereto,
which sets forth the open market transactions by the Lens Group, Holmes or
Goodrich during the period from the date of the Statement to the date of this
Amendment No. 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended by adding the following Exhibit to such item:
2. Letter dated November 9, 1998 from Nell Minow of the Lens
Group to Julius Lewis, Corporate Secretary of the Issuer, and
attached proposed shareholder resolution.
Page 9 of 16
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
November 16, 1998
LENS INVESTMENT MANAGEMENT LLC
By: /s/ John P.M. Higgins
----------------------------------------
Name: John P.M. Higgins
Title: Member
RAM TRUST SERVICES, INC.
/s/ John P.M. Higgins
----------------------------------------
Name: John P.M. Higgins
Title: President
/s/ Robert B. Holmes
----------------------------------------
Robert B. Holmes
By: /s/ John B. Goodrich
----------------------------------------
John B. Goodrich
Page 10 of 16
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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2. Letter dated November 9, 1998 from Nell Minow of the Lens
Group to Julius Lewis, Corporate Secretary of the Issuer, and
attached proposed shareholder resolution.
Page 11 of 16
EXHIBIT 2
LENS
Investment Management LLC
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Suite 800
1200 G Street, NW
Washington, DC 20005
Telephone 202.434.8723
Facsimile 202.783.3316
E-Mail: [email protected]
Web Site: http://www.lens-inc.com
November 9, 1998
Mr. Julius Lewis
Corporate Secretary
Juno Lighting, Inc.
1300 South Wolf Road
P.O. Box 5065
Des Plaines, IL 60017-5065
Dear Mr. Lewis,
I am pleased to accept your invitation to speak to the board at its meeting on
January 19, 1999, and hope that the long-promised new outside directors will be
present at that meeting as well. Approximately two weeks before the meeting, we
will send you an outline of the issues we plan to cover. Would this be the best
meeting to include some of the other major shareholders, or should that be at a
separate meeting? At a minimum, I would want to include representatives from the
State of Wisconsin Investment Board, Royce, National Rural Electric, and Harris.
LENS has not made any effort to form a group and has no wish or ability to speak
on behalf of other shareholders. Therefore, they must be included to hear for
themselves what you and we have to say.
Mindful of the deadline this month, I am enclosing a shareholder resolution to
be included on this year's proxy. It is my hope and expectation that we will
have seen enough progress and commitment to be able to withdraw the proposal
before the annual meeting. If, however, the board wishes to discuss the
resolution or negotiate changes in the language of the proposal or the
supporting statement, we would be happy to consider your comments.
Page 12 of 16
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Page 2
I appreciate the board's invitation. I look forward to our meeting, and to
staying in close touch until then.
Sincerely,
/s/ Nell Minow
Nell Minow
Enc.
Cc: George Ball
Robert Fremont
Allan Coleman
Thomas W. Tomsovic
Page 13 of 16
<PAGE>
JUNO LIGHTING, INC.
Shareholder Resolution
----------------------
WHEREAS, many of the directors of Juno Lighting, Inc. (the "Company") are
officers of the Company or receive income from the Company other than for their
service as directors;
WHEREAS, the Company's shareholders believe that the lack of independent
directors has resulted, and will continue to result, in corporate
decision-making that is not in the best interests of the Company's shareholders;
and
WHEREAS, the Company's shareholders seek to protect their investments by
ensuring that the Company is governed primarily by independent outside
directors;
NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 109 of the
Delaware General Corporation Law, the Company's shareholders hereby amend
Article III of the Company's Bylaws to add the following Section 4, such
amendment to become effective one year following approval by holders of a
majority of the outstanding shares of stock present, in person or by proxy, at
the shareholders meeting at which such resolution is proposed:
Section 4. The board of directors of the corporation shall at no
time contain more than one (1) inside director. For purposes of this
Section 4, "inside director" means a director who is an officer or
employee of the corporation, or who otherwise derives income from
the corporation, either directly or indirectly, other than
compensation for his/her services as a director. Notwithstanding any
other provision of these bylaws, this Section 4 may not be altered,
amended or repealed, except by the holders of a majority of the
outstanding shares of the Company's stock.
Supporting Statement
--------------------
While the Company's products are good and its operations efficient, the
total return received by its shareholders over the last five years, measured by
increased share price plus dividends, has averaged barely 25% of the total
return on the Standard & Poors 500 stock index. We believe the root of the
problem is a lack of focus on shareholder value by the Company's
Page 14 of 16
<PAGE>
directors, a majority of whom are officers of the Company or otherwise derive
substantial income from the Company.
We believe that independent outside directors, who receive no compensation
from a corporation other than for their service as directors, are better able to
promote shareholder value, because they do not have personal or professional
ties to the Company that may cloud their judgment or prevent them from acting in
the stockholders' best interests.
At the 1998 annual stockholders meeting, the Board promised to appoint new
independent directors before July 1998. That promise was not kept. To ensure
that the Company's stockholders receive independent, objective, and vigilant
oversight of management by the board, we request your support for the above
resolution, which amends the Company's bylaws to prohibit more than one inside
director from serving on the board at a time.
Page 15 of 16
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SCHEDULE III
RECENT TRANSACTIONS IN THE COMMON STOCK
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<CAPTION>
Date of Nature of Number Total Cost Price
Transaction Transaction of Shares (Proceeds) Per Share
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<S> <C> <C> <C> <C>
9/18/98 Purchase Ram Trust Services, Inc. 2,657 53,804.25 20.250
9/22/98 Purchase Ram Trust Services, Inc. 3,900 78,975.00 20.250
9/22/98 Purchase Ram Trust Services, Inc. 100 2,025.00 20.250
9/23/98 Purchase Ram Trust Services, Inc. 2,000 40,750.00 20.375
9/29/98 Purchase Ram Trust Services, Inc. 2,500 51,562.50 20.625
10/6/98 Purchase Ram Trust Services, Inc. 1,000 22,125.00 22.125
10/30/98 Purchase Ram Trust Services, Inc. 10 232.50 23.250
11/5/98 Purchase Ram Trust Services, Inc. 50 1,243.75 24.875
11/6/98 Purchase Ram Trust Services, Inc. 19 465.50 24.500
9/18/98 Purchase Lens Investment Management 33,230 672,907.50 20.250
9/23/98 Purchase Lens Investment Management 20,500 417,687.50 20.375
11/6/98 Purchase Lens Investment Management 31 759.50 24.500
11/13/98 Purchase John B. Goodrich 200 4,262.50 21.3125
</TABLE>
Page 16 of 16
