SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or Rule 14a-12
JUNO LIGHTING, INC.
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(Name of Registrant as Specified In Its Charter)
Lens Investment Management, LLC
Ram Trust Services, Inc.
Robert B. Holmes
John B. Goodrich
Nell Minow
Robert A.G. Monks
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, $.01 par value, of Juno Lighting, Inc.
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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: Not applicable.
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
NYFS01...:\07\16307\0009\1916\SCH2029R.470
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(1) Amount Previously Paid: Not applicable.
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(2) Form, Schedule or Registration Statement No.: Not applicable.
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(3) Filing Party: Not applicable.
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(4) Date Filed: Not applicable.
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February 19, 1999
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Preliminary Copy
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PROXY STATEMENT
IN SUPPORT OF THE LENS GROUP'S PROPOSALS
IN CONNECTION WITH THE
1999 ANNUAL MEETING OF STOCKHOLDERS
OF JUNO LIGHTING, INC.
This Proxy Statement is being furnished to stockholders of Juno
Lighting, Inc. ("Juno" or the "Company") in connection with the solicitation by
Lens Investment Management, LLC ("Lens"), Ram Trust Services, Inc. ("Ram"),
Robert B. Holmes, John B. Goodrich, Nell Minow and Robert A.G. Monks
(collectively, the "Lens Group"), who own, in the aggregate, 6.72% of the
Company's outstanding shares of common stock, par value $.01 per share ("Common
Stock"), for use at the 1999 Annual Meeting of Stockholders of the Company and
at any adjournments thereof (the "1999 Annual Meeting"). According to Section 2
of Article II of the Company's By-Laws, an annual meeting of stockholders shall
be held on the first Wednesday in April (i.e., April 7, 1999) or such other date
as may be determined by the Company's Board of Directors. The Company has not
yet announced the date, time, place or the record date of the 1999 Annual
Meeting, but the Lens Group expects that the Company will provide such
information in due course. Only stockholders of record at the close of business
on the record date will be entitled to notice of and to vote at the 1999 Annual
Meeting.
NO PROXY CARD FOR USE AT THE 1999 ANNUAL MEETING IS INCLUDED WITH
THIS PROXY STATEMENT BUT ONE WILL BE PROVIDED BY THE LENS GROUP AFTER THE
COMPANY NOTIFIES STOCKHOLDERS OF THE RECORD DATE AND MATTERS TO BE VOTED UPON AT
THE 1999 ANNUAL MEETING OR AT AN EARLIER DATE IF THE LENS GROUP DEEMS IT
APPROPRIATE. ANY PROXY CARD SO DISTRIBUTED BY THE LENS GROUP WILL BE ACCOMPANIED
OR PRECEDED BY A REVISED PROXY STATEMENT SETTING FORTH THE DATE, TIME AND
LOCATION OF THE 1999 ANNUAL MEETING AS ANNOUNCED BY THE COMPANY. Any stockholder
who executes and delivers such proxy will have the right to revoke it at any
time before it is exercised, by filing with Lens Investment Management, LLC c/o
Georgeson & Company Inc., Wall Street Plaza, 88 Pine Street, 30th Floor, New
York, NY 10005, Attention: John Purcell or with the Secretary of the Company at
its principal executive offices at 1300 S. Wolff Road, P.O. Box 5065, Des
Plaines, IL 60017, an instrument revoking it or a duly executed proxy bearing a
later date, or, by appearing in person and voting at the 1999 Annual Meeting.
NYFS04...:\31\58531\0006\2590\SCH1219V.49I
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This Proxy Statement is first being sent or given to one or more
stockholders on or about February __, 1999. The Company reported in its proxy
statement relating to the annual meeting of stockholders held on April 28, 1998
(the "1998 Annual Meeting") that, as of March 10, 1998, the record date for such
meeting, the Company's outstanding voting securities consisted of 18,564,212
shares of Common Stock. According to the Company's quarterly report on Form 10-Q
for the fiscal quarter ended August 31, 1998, there were 18,592,569 shares of
Common Stock outstanding on September 30, 1998 and, unless otherwise indicated,
references herein to the percentage of outstanding shares of Common Stock owned
by any person were computed based upon such number of outstanding shares. Each
share of Common Stock is entitled to one vote.
BACKGROUND OF THE PROPOSALS
As more fully discussed below, the Lens Group is seeking to solicit
proxies in connection with the 1999 Annual Meeting for (i) the election of
Robert A.G. Monks and Nell Minow (the "Lens Group Nominees") as directors of the
Company and (ii) the approval by stockholders of an amendment to the Company's
by-laws (the "Independent Director By-Law Proposal") which, effective one year
after such approval, would prohibit more than one "inside director" (as defined
below under "The Independent Director By-Law Proposal") from serving on the
Company's Board of Directors at any given time (the "Board").
Prior to the 1998 Annual Meeting, a member of the Lens Group
notified the Company that it was nominating Mr. Monks for election to the Board
at such meeting and was proposing the adoption of an amendment to the Company's
by-laws to be submitted to stockholders for approval at such meeting, which
amendment, if approved, would have had the effect of requiring a majority of the
Board to consist of independent directors. Representatives of the Lens Group
engaged in discussions with members of the Board and withdrew such nomination
and proposal based upon an understanding that (i) two new independent directors,
who would be selected with the aid of a search firm, would be added to the Board
and (ii) the Board would 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 with respect thereto with a view toward maximizing stockholder
value. The Company's commitment to take such action is referenced in its proxy
statement for the 1998 Annual Meeting. In response to a question posed by a
representative of the Lens Group at the 1998 Annual
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Meeting, Mr. Robert S. Fremont, the Company's Chairman of the Board and Chief
Executive Officer, stated that the Board would add the two additional
independent directors within 30 to 60 days (i.e., by the end of June, 1998).
Following repeated requests by the Lens Group for status updates and
a demand for access to books and records related to the matter, the Lens Group
learned from the Company that a firm was not even retained to search for new
independent directors until August, 1998. The Company has not informed the Lens
Group or publicly announced the election of any additional independent directors
or the formation of a capital allocation committee despite the passage of
approximately nine months since the 1998 Annual Meeting.
In view of the Company's failure to take actions as described above
and for the reasons stated below, the Lens Group has determined to solicit
proxies from stockholders for the election of the Lens Group Nominees and the
approval of the Independent Director By-Law Proposal at the 1999 Annual Meeting.
PROPOSAL FOR ELECTION OF DIRECTORS
The Lens Group is seeking to solicit the proxies of stockholders for
the election of the Lens Group Nominees, Robert A.G. Monks and Nell Minow, as
directors of the Company at the 1999 Annual Meeting, to serve until their
successors are duly elected and qualified.
On February 2, 1999, the Lens Group provided written notice to the
Company of its intent to nominate the Lens Group Nominees for election to the
Board. Such notice was provided pursuant to Section 11 of Article II of the
Company's by-laws which sets forth certain requirements for stockholders
intending to nominate candidates for election to the Board, including, in
general, the requirement that a notice containing specified information be
submitted to the Company not more than 90 days nor less than 60 days prior to
the first anniversary of the preceding year's annual meeting of stockholders
(i.e., April 28, 1998). For information concerning the nominees, see "The Lens
Group Nominees" below.
In accordance with the Company's Certificate of Incorporation and
by-laws, the Company's Board of Directors is to consist of not less than three
nor more than nine directors, as may be fixed by resolution adopted by a
majority of the entire Board. The directors are to be divided into three
classes, as nearly equal in number as possible. At each annual meeting of
stockholders, members
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of one of the classes, on a rotating basis, are elected for a three-year term.
Based on information contained in reports filed by the Company with the
Securities and Exchange Commission, the Board is currently comprised of five
directors, two of whom have terms that expire in 1999, and according to the
Company's 1998 proxy statement, two directors are to be elected at the 1999
Annual Meeting. The Lens Group Nominees, if elected, would serve for the term
expiring in 2002. If any additional directorships are to be voted upon at the
1999 Annual Meeting, the Lens Group reserves the right to nominate additional
persons to fill such positions.
If the Lens Group Nominees are elected and take office as directors,
they intend to discharge their duties as directors of the Company in compliance
with all applicable legal requirements, including the general fiduciary
obligations imposed upon corporate directors.
The Lens Group Nominees
Each of the Lens Group Nominees has consented to serve as a director
if elected. There are no arrangements or understandings between either such
nominee and any other person pursuant to which he or she was selected as a
nominee. The information below concerning age, principal occupation,
directorships and beneficial ownership of Common Stock has been furnished by the
respective nominees.
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Present
Principal
Occupation and
Principal
Occupations Number of
During Last Shares of Percent
Name, Business Five (5) Years; Common of Common
Address and Age Directorships Stock Owned Stock
- --------------- ------------- ----------- ----------
Robert A.G. Monks Mr. Monks has been * *
c/o Lens Investment a Member of and
Management, LLC participant in the
45 Exchange Street management of Lens
Portland, ME 04101 since 1990, and a
Age 65. director of Ram
since 1989.
Nell Minow Ms. Minow has been * *
c/o Lens Investment a Member of and
Management, LLC participant in the
45 Exchange Street management of Lens
Portland, ME 04101 since 1992.
Age 46.
- ------------------
* Ms. Minow is a client of the Lens Group, and the shares of Common Stock
beneficially owned by Lens and Ram include 1,418 shares purchased with
investment funds of Ms. Minow and her spouse and are held in a Lens
Group-managed account. Mr. Monks is a client of the Lens Group, and the
shares of Common Stock beneficially owned by Lens and Ram include 85,000
shares purchased with investment funds of Mr. Monks and his spouse and are
held in a Lens Group-managed account. Lens is the beneficial owner of
843,970 shares of Common Stock. Ram is the beneficial owner of 398,413
shares of Common Stock and the Lens Group (as defined in "Certain
Information Concerning Lens and the Other Participants in the Solicitation"
below) is the beneficial owner of 1,246,908 shares of Common Stock,
representing approximately 4.55%, 2.15% and 6.72%, respectively, of the
outstanding shares of Common Stock. Mr. Monks and Ms. Minow disclaim
beneficial ownership of all shares of Common Stock held by the Lens Group.
All transactions in securities of the Company engaged in by any
member of the Lens Group during the past two years are summarized on Appendix A.
Reasons for Nomination of the Lens Group Nominees
The Lens Group has invested its clients' accounts in, and caused
certain affiliated limited partnerships to invest in, the Common Stock because
it believes that the Company produces superior products with superior
operational efficiency, and that its product lines will be of increasing value
in its market niches. The Lens Group is supportive of the operations, marketing
and production activities of the Company. However, the Lens Group has major
concerns about certain of the Company's strategies, plans and policies that
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it believes have not been adequately addressed by the Company's directors and
management. The Lens Group believes these deficiencies greatly affect the value
of the Common Stock. The Lens Group has repeatedly raised these concerns with
the Company's management and directors and believes that not enough is being
done to address deficiencies in these areas. By nominating the Lens Group
Nominees, it is the intention of the Lens Group to cause the Company to make
improvements in the following areas:
(1) Capital Allocation and Structure. The Lens Group believes that
the Company has for some time misallocated its capital resources away from the
growth of the business and into low-yielding cash and marketable securities. The
Company indicated in a January 19, 1999 conference call regarding its earnings
that, as of November 30, 1998, it held over $100 million of cash and marketable
securities, which holdings represented approximately 25% of the market
capitalization of the Common Stock and 48% of the total assets of the Company on
that date. It is the Lens Group's belief that, in the first instance, cash
generated over time by the Company's operations should be used to promote the
growth of the business. The excess cash can be employed for growth (i)
internally, through, for example, increased spending on research and
development, capital equipment, infrastructure improvement and/or sales and
marketing or (ii) externally, through product line or business acquisitions. If
management cannot develop a viable strategy to re-employ excess cash to promote
growth, the Lens Group believes such cash should be returned to stockholders
through share repurchases or other means.
It is the Lens Group' opinion that the Company's current use of cash
constitutes a misallocation of capital. The Lens Group believes that, if the
Company's returns on its investments of excess cash are lower than its returns
on the capital employed in its operating business, its use of such excess cash
suppresses the Company's overall returns based upon total capital employed in
the business. Moreover, the Lens Group wishes to maintain its investment in Juno
as a strong competitor in the lighting business, not as a money management firm.
The Lens Group believes that other investors feel likewise.
If elected, the Lens Group Nominees currently intend to press for either
an acceleration of investment into the business, using excess cash and leverage
to fund internal growth or a strategic acquisition, or a stock buy-back, and
would consider other alternatives to enhance stockholder value. These
alternatives may include, without limitation, promoting or encouraging a
business combination between the Company and a third party or a sale of the
Company's
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business by means of merger, sale of capital stock, sale of assets or otherwise.
Although the Lens Group is not currently pursuing any such extraordinary
transaction, it believes that it is in the stockholders' best interest for the
Board to consider all viable alternatives for increasing stockholder value.
In this regard, Lens has undertaken its own analyses showing an
enhancement of value in various scenarios, including a sale of the Company,
increased investment in the business, share repurchases and a special dividend.
The valuation measure generally utilized was forward-looking price/earnings
ratios, with reference to a specified lighting industry peer group and expected
growth rates. Assumptions were factored into the analyses as to growth in
revenues and earnings, value of cash and equivalent assets and value of the
excess leverage capacity, rates and timeframe of return on investment, potential
synergies accruing to a business combination, and assumptions on share
repurchase pricing. Lens has shared these analyses with the Company's
management. There can be no assurance that the election of the Lens Group
Nominees, the adoption of the Independent Director By-Law Proposal described
below or the implementation of any strategic alternatives proposed by the Lens
Group will result in improved Company performance or enhanced stockholder value.
(2) Corporate Governance. The Board of Directors of the Company
currently consists of Robert S. Fremont and Thomas W. Tomsovic, both of whom are
executive officers of the Company, Julius Lewis who serves as a corporate
officer and is a partner of a Chicago law firm that provides legal services to
the Company, George M. Ball, who is the Chairman of an investment banking firm
that provides investment banking services to the Company, and Allan Coleman, who
appears to be the only truly independent because neither he nor his affiliates
appears to receive compensation from the Company apart from directors' fees. The
Lens Group believes that the composition of the current Board is not in the best
interests of the Company's stockholders and supports the establishment and
maintenance of a majority-independent board of directors. See "Independent
Director By-Law Proposal" below.
INDEPENDENT DIRECTOR BY-LAW PROPOSAL
The Lens Group proposes, for the reasons stated below, the adoption
by the stockholders of the Company of the following preambles and resolution:
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WHEREAS, many of the directors of Juno are officers of the Company or
receive income from the Company other than for their service as directors;
WHEREAS, the Company's stockholders 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 stockholders;
and
WHEREAS, the Company's stockholders 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 stockholders hereby amend
Article III of the Company's by-laws 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 stockholders 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.
Reasons for and Effect of Independent Director By-Law Proposal
While the Lens Group believes that the Company's products are good
and its operations efficient, the total annualized return received by its
stockholders for the five-year period from February 15, 1994 through February
15, 1999, measured by increased share price plus unreinvested dividends, was
approximately 3.1% while, during the same period, the annualized return of the
Standard & Poor's 500 stock index (including unreinvested dividends) was
approximately 23.7%. We believe the root of the problem is a lack of focus on
stockholder value by the Company's
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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 stockholder 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 Meeting, the Company's Chairman of the Board and
Chief Executive Officer stated that the Board would appoint new independent
directors by the end of June, 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 by-laws to prohibit more than one inside
director from serving on the Board at any given time. This amendment would
become effective and binding upon the Company one year following approval by
stockholders.
VOTE REQUIRED
The proposed election of directors requires the affirmative vote of
a plurality of the stock of the Company having voting power present in person or
represented by proxy and entitled to vote thereon at the Annual Meeting. Votes
that are withheld for director nominees and broker non-votes will be disregarded
and will not affect the outcome of the election.
Approval of the Independent Director By-Law Proposal requires the
affirmative vote of the holders of a majority of the Company's stock having
voting power present in person or represented by proxy and entitled to vote
thereon at the Annual Meeting. Votes that are withheld will have the effect of
votes against the Independent Director By-Law Proposal, while broker non-votes
will not affect the outcome.
CERTAIN INFORMATION CONCERNING LENS
AND THE OTHER PARTICIPANTS IN THE SOLICITATION
Information concerning Lens, Ram, Robert B. Holmes, John B.
Goodrich, Nell Minow and Robert A.G. Monks (collectively, the "Lens Group") who
are each "participants in the solicitation" as defined in the proxy rules
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the
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"Exchange Act"), and their affiliates and associates, is set forth on Appendix
A hereto.
The Lens Group has been advised that The State of Wisconsin
Investment Board (the "Wisconsin Board") is the beneficial owner of 487,000
shares of Common Stock, representing approximately 2.6% of the outstanding
shares of Common Stock. Lens does not have any rights with respect to the
ownership, voting or disposition of such shares. Lens, however, manages an
account for an affiliated limited partnership, of which the Wisconsin Board is a
limited partner, which limited partnership holds 385,263 shares of Common Stock.
Lens has the sole power under its management agreement with such limited
partnership to vote and dispose of such shares and accordingly, Lens is the
beneficial owner thereof. The Lens Group has not entered into any agreement,
understanding or arrangement with the Wisconsin Board or with any other
stockholder of the Company with respect to the voting, holding or disposition of
their respective shares of Common Stock.
Lens, Ram, Mr. Holmes, Mr. Goodrich, Ms. Minow and Mr. Monks, and
each of their affiliates and associates intend to vote their shares of Common
Stock in accordance with the recommendations of the Lens Group set forth herein.
CERTAIN INTERESTS IN THE PROPOSALS AND
WITH RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of the Lens Group, no member of the Lens Group nor
any of such members' associates, or controlling persons thereof, has any direct
or indirect economic or other interests in the proposals which differ in any way
from the other stockholders of the Company.
As part of their client relationships, Lens and Ram have the power
to direct the voting and the disposition of shares of Common Stock owned by
their respective clients in the accounts they manage or held by affiliated
limited partnerships pursuant to written investment management agreements with
such clients and limited partnerships. Under such agreements, Lens' compensation
for its services thereunder may include a share in the appreciation earned by
such investments and, accordingly, Lens' compensation for its services
thereunder may vary with the value of the assets (including any Common Stock)
under its management. None of such agreements, however, requires that such
accounts be invested in securities of the Company or include in their provisions
any terms specifically relating to or varying with the investment of the
accounts in securities of the Company. Mr. Holmes has entered into an investment
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management agreement with Ram in his capacity as a client of Ram, has an
ownership interest in Lens and participates in its management. Mr. Goodrich has
entered into an investment management agreement with Ram in his capacity as a
client of Ram and is an employee of Ram. Ms. Minow has entered into an
investment management agreement with Ram, has an ownership interest in Lens and
participates in Lens' management. Mr. Monks has entered into an investment
management agreement with Ram, has an ownership interest in Lens and
participates in the management of each of Lens and Ram. To the knowledge of the
Lens Group, except as set forth herein, within the past year, there have been no
contracts, arrangements or understandings between or among any of the members of
the Lens Group or their respective associates or controlling persons or between
any members of the Lens Group and any other person with respect to any
securities of the Company, including but not limited to, joint ventures, loan or
option agreements, puts or calls, guarantees against loss, or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of February 16, 1998, based
solely, except as described in the next sentence, on information contained in
the Company's proxy statement for the 1998 Annual Meeting, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person known to the Lens Group as of such date to be the beneficial owner of
more than five percent of the outstanding shares of Common Stock. The
information with respect to the Lens Group has been provided by the members
thereof as of February 1, 1999.
Shares Percentage
Beneficially of Shares
Name and Address Owned Outstanding
- ---------------- ----- -----------
Harris Associates L.P. 1,699,000(1) 9.15%
Two North LaSalle Street
Suite 500
Chicago, Illinois 60602-3790
National Rural Electric 1,333,500(2) 7.18%
Cooperative Association
Lens Investment Management, LLC 1,246,908(3) 6.72%
Ram Trust Services, Inc.
Robert B. Holmes
John B. Goodrich
Nell Minow
Robert A.G. Monks
(collectively, the "Lens
Group")
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Shares Percentage
Beneficially of Shares
Name and Address Owned Outstanding
- ---------------- ----- -----------
First Chicago NBD Corporation 1,029,100(4) 5.54%
One First National Plaza
Chicago, Illinois 60670
Royce & Associate, Inc., 975,800(5) 5.26%
Royce Management Company
and Charles M. Royce
1414 Avenue of the Americas
New York, New York 10019
- -----------------------------------
1. Harris Associates L.P. ("Harris") beneficially owns 1,699,000 shares of
Common 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 of
Common Stock and has shared power to dispose or direct the disposition of
1,150,300 shares of Common Stock of which 1,085,000 shares are owned by the
Oakmark Fund, an investment trust whereby Harris serves as investment
advisor.
2. National Rural Electric Cooperative Association beneficially owns 1,333,500
shares of Common Stock, has sole power to vote or direct the vote and dispose
or direct the disposition of such shares.
3. Lens beneficially owns 843,970 shares of Common Stock, Ram beneficially owns
398,413 shares of Common Stock, Mr. Holmes beneficially owns 2,800 shares of
Common Stock and Mr. Goodrich beneficially owns 1,725 shares of Common Stock.
By virtue of the joint management of Lens and Ram, each may also be deemed to
be the beneficial owner of the shares of Common Stock owned by the other.
Additionally, each member of the Lens Group, including the Lens Group
Nominees, may be deemed to beneficially own the shares of Common Stock
beneficially owned by Lens and Ram. Each member of the Lens Group disclaims
such beneficial ownership.
4. First Chicago NBD Corporation ("FCN") beneficially owns 1,029,100 shares of
Common Stock 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 of Common Stock and shared power to dispose or to direct the
disposition of 4,000 shares of Common Stock.
5. Royce & Associates, Inc. ("Royce") beneficially owns 949,100 shares of Common
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 Common 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 Common Stock beneficially owned by
Royce and RMC. Mr. Royce disclaims beneficial ownership of such shares.
Directors' and Executive Officers' Stock Ownership
The following table sets forth, as of February 16, 1998, based
solely on information contained in the Company's
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proxy statement for the 1998 Annual Meeting, the number and percentage of
outstanding shares of Common Stock beneficially owned by each director, each of
the executive officers named in the Summary Compensation Table of such proxy
statement and all executive officers and directors as a group. The persons named
hold sole voting and investment power with respect to the shares of Common Stock
listed below, except as otherwise indicated.
Shares of Common Percentage of
Stock Beneficially Shares of Common
Name Owned Stock Outstanding
- ---- ----- -----------------
Robert S. Fremont(1) 619,856 3.34%
Thomas W. Tomsovic(2) 12,000 *
Julius Lewis(3) 4,000 *
Allan Coleman(3) 2,000 *
George M. Ball(3) 2,500 *
Glenn R. Bordfeld(4)(5) 18,400 *
George J. Bilek(4)(6) 22,425 *
Charles F. Huber(4)(7) 19,800 *
Ronel W. Giedt(8) 24,000 *
All Directors and Executive 724,981 3.91%
Officers as a group(8)(9)
- -------------------------------
1. Executive Officer and Director.
2. Executive Officer and Director.
Represents 12,000 shares of Common Stock which Mr. Tomsovic has the right to
acquire within 60 days of February 16, 1998.
3. Director.
4. Executive Officer.
5. Includes 12,000 shares of Common Stock which Mr. Bordfeld has the right to
acquire within 60 days of February 16, 1998.
6. Includes 12,000 shares of Common Stock which Mr. Bilek has the right to
acquire within 60 days of February 16, 1998.
7. Executive Officer.
Includes 12,000 shares of Common Stock which Mr. Huber has the right to
acquire within 60 days of February 16, 1998.
* Less than 1%.
8. 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
Company as of the end of the fiscal year ended November 30, 1997. The number
of shares of Common Stock beneficially owned by Mr. Giedt was determined as
of September 23, 1997 based on information available to Juno.
9. Includes 48,000 shares of Common Stock which four executive officers have the
right to acquire within 60 days of February 16, 1998.
13
<PAGE>
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by the Lens Group and partners and
employees of the Lens Group by mail, telephone, telecopier, the Internet and
personal solicitation. Regular employees of the Lens Group and its affiliates
may be used to solicit proxies and, if used, will not receive additional
compensation for such efforts. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward the solicitation material
of the Lens Group to their customers for whom they hold shares of Common Stock,
and the Lens Group will reimburse them for their reasonable out-of-pocket
expenses.
The entire expense of preparing, assembling, printing and mailing
this Proxy Statement and related materials, and the cost of soliciting proxies
for the proposals endorsed by the Lens Group, will be borne by the Lens Group.
The Lens Group estimates such expenses to be $100,000 (including professional
fees and expenses, but excluding any costs represented by salaries and wages of
regular employees of the Lens Group and its affiliates). The total expenditures
incurred to date have been approximately $20,000, to be paid by the Lens Group.
The Lens Group does not intend to seek reimbursement from Juno for the Lens
Group's expenses.
STOCKHOLDERS' PROPOSALS IN COMPANY'S PROXY STATEMENT
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 have been 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 first anniversary of the preceding year's Annual Meeting of
Stockholders.
14
<PAGE>
Dated: February 19, 1999
Sincerely,
Your Fellow Stockholder
LENS INVESTMENT MANAGEMENT, LLC
By:
-----------------------------------
Name: Nell Minow
Title: Member
15
<PAGE>
APPENDIX A
Information is being given herein for (i) Lens Investment
Management, LLC, a Maine limited liability company ("Lens"), (ii) Ram Trust
Services, Inc., a Maine corporation ("Ram"), (iii) Robert B. Holmes, a natural
person and member of Lens ("Holmes"),(iv) John B. Goodrich, a natural person and
employee of Ram ("Goodrich"), (v) Nell Minow, a natural person and a nominee for
the Board of Directors of the Company ("Minow"), and (vi) Robert A.G. Monks, a
natural person and a nominee for the Board of Directors of the Company
("Monks").
Lens and Ram are engaged primarily in the investment management and
investment advisory businesses and are owned and controlled by their common
management (as identified below). The principal place of business and principal
offices of both Lens and Ram are located at 45 Exchange Street, Suite 400,
Portland, Maine 04101. Lens also conducts business at 1200 G Street, N.W., Suite
800, Washington, D.C. 20005.
Each of Lens and Ram manages investment accounts for clients, which
include members of the management of Lens and Ram and affiliated and associated
persons as well as unaffiliated individual and institutional clients.
Additionally, Lens manages investment accounts for certain affiliated limited
partnerships. Each of Lens and Ram has caused investment accounts of certain of
its clients and limited partnerships (collectively, "Clients"), over which it
has discretion, to acquire Common Stock. The Lens Group has voting and
disposition power over the Common Stock held in these accounts and by these
limited partnerships and, accordingly, is deemed the beneficial owner for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), of the Common Stock held in such accounts and by such
limited partnerships. Except for such deemed beneficial ownership and except as
described below, neither Lens nor Ram, nor any of their members or associates or
such members' associates, own any Common Stock or other securities of the
Company.
Holmes is a member of Lens who is principally occupied as a private
investor and participates in the management of Lens. Holmes' business address is
c/o Lens Investment Management, LLC, 45 Exchange Street, Portland, Maine 04101.
Goodrich is employed as a Research Director by Ram, which position
constitutes his principal occupation. Goodrich's business address is c/o Ram
Trust Services, Inc., 45 Exchange Street, Portland, Maine 04101.
16
<PAGE>
Minow is a Member of Lens who is principally occupied as a private
investor and participates in the management of Lens. Minow's business address is
c/o Lens Investment Management, LLC, 45 Exchange Street, Portland, Maine 04101.
Monks is a Member of Lens and member of the Board of Directors of
Ram who is principally occupied as a private investor and participates in the
management of Lens and Ram. Monks' business address is c/o Lens Investment
Management, LLC, 45 Exchange Street, Portland, Maine 04101.
The name, business address, position and principal occupation of
each of the Members of Lens is as follows:
Name and Business Address Position and Principal Occupation
- ------------------------- ---------------------------------
John P.M. Higgins Member/Management Participant
45 Exchange Street
Portland, ME 04101
Robert A.G. Monks Member/Management Participant
45 Exchange Street
Portland, ME 04101
Nell Minow Member/Management Participant
1200 G Street, NW
Suite 800
Washington, DC 20005
Robert B. Holmes Member/Management Participant
45 Exchange Street
Portland, ME 04101
Barbara A. Sleasman Member
1200 G Street, NW
Suite 800
Washington, DC 20005
The principal occupation of each of the individuals listed above is
participation in the management of Lens and Ram.
17
<PAGE>
The name, business address, position and principal occupation of
each of the Members of Ram is as follows:
Name and Business Address Position and Principal Occupation
- ------------------------- ---------------------------------
John P.M. Higgins President, Chief Executive
45 Exchange Street Officer, Director and
Portland, ME 04101 Controlling Stockholder
Robert A.G. Monks Director
45 Exchange Street
Portland, ME 04101
William F.K. Monks Director
45 Exchange Street
Portland, ME 04101
William S. Schaffner Secretary, Treasurer and
45 Exchange Street Director
Portland, ME 04101
The principal occupation of each of the individuals listed above is
participation in the management of Ram and Lens.
As of the date hereof, Lens and Ram, collectively, have caused their
Clients to expend $24,894,224.33 of the Clients' investment funds to purchase a
total of 1,242,383 shares of Common Stock.
Holmes is a Client of the Lens Group, and the shares of Common Stock
beneficially owned by Lens and Ram as identified herein include shares purchased
with investment funds of Holmes and his wife held in a Lens Group-managed
account. Holmes has separately used his personal funds to purchase the 2,500
additional shares of Common Stock owned by him as of the date hereof, which
additional shares of Common Stock are not held in a Lens Group-managed account
and were not purchased at the direction of the Lens Group. Holmes' spouse used
her personal funds to purchase 300 shares of Common Stock which she owns as of
the date hereof, which shares of Common Stock are not held in a Lens
Group-managed account and were not purchased at the direction of the Lens Group.
Such shares for purposes of this Proxy Statement are treated as beneficially
owned by Holmes for purposes of Section 13(d) under the Exchange Act, but Holmes
disclaims beneficial ownership thereof. Because of Holmes' relationship with
Lens and Ram, he may be deemed to be acting in concert with respect to the
Common Stock with them and may be deemed to beneficially own, for purposes of
Section 13(d) of the Exchange Act, the shares of
18
<PAGE>
Common Stock beneficially owned by them, and vice versa. Holmes, Lens and Ram
disclaim such beneficial ownership.
Goodrich is a Client of the Lens Group and the shares of Common
Stock beneficially owned by Lens and Ram as identified herein include shares
purchased with investment funds of Goodrich held in a Lens Group-managed
account. Goodrich used his personal funds to purchase 1,725 shares of Common
Stock which he owns as of the date hereof, which shares of Common Stock were not
purchased at the direction of the Lens Group. Because of Goodrich's relationship
with Lens and Ram, he may be deemed to be acting in concert with respect to the
Common Stock with them and may be deemed to beneficially own for purposes of
Section 13(d) of the Exchange Act the shares of Common Stock beneficially owned
by them, and vice versa. Goodrich, Lens and Ram disclaim such beneficial
ownership.
Minow is a Client of the Lens Group, and the shares of Common Stock
beneficially owned by Lens and Ram as identified herein include shares purchased
with investment funds of Minow and her spouse held in a Lens Group-managed
account. Because of Minow's relationship with Lens and Ram, she may be deemed to
be acting in concert with respect to the Common Stock with them and may be
deemed to beneficially own for purposes of Section 13(d) of the Exchange Act the
shares of Common Stock beneficially owned by them. Minow, Lens and Ram disclaim
such beneficial ownership.
Monks is a Client of the Lens Group, and the shares of Common Stock
beneficially owned by Lens and Ram as identified herein include shares purchased
with investment funds of Monks and his spouse held in a Lens Group-managed
account. Because of Monks' relationship with Lens and Ram, he may be deemed to
be acting in concert with respect to the Common Stock with them and may be
deemed to beneficially own for purposes of Section 13(d) of the Exchange Act the
shares of Common Stock beneficially owned by them. Monks, Lens and Ram disclaim
such beneficial ownership.
No member of the Lens Group owns any securities of Juno of record
but not beneficially.
No member of the Lens Group and no associate of any such member has
any arrangement or understanding with any person with respect to (i) any future
employment by Juno or its affiliates or (ii) any future transactions to which
Juno or any of its affiliates may be a party.
19
<PAGE>
The following is a summary of all transactions in Company securities
by members of the Lens Group over the last two years.
- -----------------------------------------------------------------------------
NUMBER
DATE OF OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------------------ ----------
- -----------------------------------------------------------------------------
10/10/97 Purchase by Ram 3,500
- -----------------------------------------------------------------------------
11/21/97 Purchase by Ram 430
=============================================================================
12/29/97 Purchase by Ram 10,000
- -----------------------------------------------------------------------------
12/30/97 Purchase by Ram 2,500
=============================================================================
12/31/97 Purchase by Ram 30,000
=============================================================================
1/9/98 Purchase by Ram 5,000
- -----------------------------------------------------------------------------
1/16/98 Purchase by Ram 31,600
=============================================================================
1/16/98 Purchase by Ram 4,070
- -----------------------------------------------------------------------------
1/20/98 Purchase by Ram 3,000
=============================================================================
1/20/98 Purchase by Ram 5,000
- -----------------------------------------------------------------------------
2/2/98 Purchase by Ram 5,000
=============================================================================
2/19/98 Purchase by Ram 1,250
- -----------------------------------------------------------------------------
2/19/98 Purchase by Ram 20
=============================================================================
2/23/98 Purchase by Ram 2,500
- -----------------------------------------------------------------------------
2/24/98 Purchase by Ram 2,500
=============================================================================
2/27/98 Purchase by Ram 9,400
- -----------------------------------------------------------------------------
3/5/98 Sale by Ram (1,000)
=============================================================================
3/6/98 Purchase by Ram 1,800
- -----------------------------------------------------------------------------
4/9/98 Sale by Ram (1,000)
=============================================================================
4/9/98 Purchase by Ram 1,000
- -----------------------------------------------------------------------------
4/9/98 Purchase by Ram 20
=============================================================================
4/20/98 Purchase by Ram 5,000
- -----------------------------------------------------------------------------
4/20/98 Purchase by Ram 475
=============================================================================
4/21/98 Purchase by Ram 380
- -----------------------------------------------------------------------------
4/24/98 Purchase by Ram 130
=============================================================================
4/24/98 Purchase by Ram 1,665
- -----------------------------------------------------------------------------
4/30/98 Purchase by Ram 5,000
=============================================================================
5/13/98 Purchase by Ram 5,000
- -----------------------------------------------------------------------------
5/20/98 Purchase by Ram 30
=============================================================================
5/21/98 Purchase by Ram 30
- -----------------------------------------------------------------------------
5/27/98 Purchase by Ram 5,000
=============================================================================
6/2/98 Purchase by Ram 325
- -----------------------------------------------------------------------------
6/22/98 Purchase by Ram 315
=============================================================================
6/22/98 Purchase by Ram 300
- -----------------------------------------------------------------------------
6/23/98 Purchase by Ram 50
=============================================================================
6/25/98 Purchase by Ram 300
- -----------------------------------------------------------------------------
7/7/98 Purchase by Ram 215
=============================================================================
7/9/98 Sale by Ram (100)
- -----------------------------------------------------------------------------
7/9/98 Purchase by Ram 65
=============================================================================
8/7/98 Purchase by Ram 2,000
- -----------------------------------------------------------------------------
8/12/98 Purchase by Ram 500
- -----------------------------------------------------------------------------
20
<PAGE>
- -----------------------------------------------------------------------------
NUMBER
DATE OF OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------------------ ----------
- -----------------------------------------------------------------------------
9/2/98 Purchase by Ram 74,400
- -----------------------------------------------------------------------------
9/2/98 Purchase by Ram 600
=============================================================================
9/4/98 Purchase by Ram 10,000
- -----------------------------------------------------------------------------
9/4/98 Free receipt (150)
=============================================================================
9/8/98 Purchase by Ram 1,150
- -----------------------------------------------------------------------------
9/8/98 Purchase by Ram 58,850
=============================================================================
9/9/98 Purchase by Ram 55,000
- -----------------------------------------------------------------------------
9/14/98 Purchase by Ram 4,000
=============================================================================
9/15/98 Purchase by Ram 20
- -----------------------------------------------------------------------------
9/15/98 Purchase by Ram 2,524
=============================================================================
9/17/98 Purchase by Ram 3,900
=============================================================================
9/17/98 Purchase by Ram 100
=============================================================================
9/18/98 Purchase by Ram 113
- -----------------------------------------------------------------------------
9/18/98 Purchase by Ram 2,000
=============================================================================
9/24/98 Purchase by Ram 2,500
- -----------------------------------------------------------------------------
10/1/98 Purchase by Ram 1,000
=============================================================================
10/27/98 Purchase by Ram 10
- -----------------------------------------------------------------------------
11/2/98 Purchase by Ram 50
=============================================================================
11/3/98 Purchase by Ram 19
- -----------------------------------------------------------------------------
11/17/98 Purchase by Ram 2,800
=============================================================================
11/20/98 Purchase by Ram 400
- -----------------------------------------------------------------------------
11/30/98 Sale by Ram (15,100)
=============================================================================
11/30/98 Purchase by Ram 15,100
- -----------------------------------------------------------------------------
12/1/98 Purchase by Ram 7
=============================================================================
12/2/98 Sale by Ram (475)
- -----------------------------------------------------------------------------
12/2/98 Purchase by Ram 475
=============================================================================
12/15/98 Purchase by Ram 5,000
- -----------------------------------------------------------------------------
12/21/98 Purchase by Ram 2,431
=============================================================================
1/6/99 Purchase by Ram 17
- -----------------------------------------------------------------------------
1/14/99 Purchase by Ram 4,000
=============================================================================
1/19/99 Purchase by Ram 23
- -----------------------------------------------------------------------------
1/19/99 Purchase by Ram 3
=============================================================================
1/20/99 Purchase by Ram 10
- -----------------------------------------------------------------------------
1/28/99 Purchase by Ram 1,100
=============================================================================
2/16/99 Purchase by Ram 7,266
=============================================================================
2/16/99 Purchase by Ram 2,500
=============================================================================
2/16/99 Purchase by Ram 2,500
=============================================================================
2/17/99 Purchase by Ram 11,000
=============================================================================
11/21/97 Purchase by Lens 440
=============================================================================
11/21/97 Purchase by Lens 1,130
- -----------------------------------------------------------------------------
11/24/97 Purchase by Lens 18,000
=============================================================================
12/9/97 Purchase by Lens 11,500
- -----------------------------------------------------------------------------
21
<PAGE>
- -----------------------------------------------------------------------------
NUMBER
DATE OF OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------------------ ----------
- -----------------------------------------------------------------------------
12/11/97 Purchase by Lens 20,000
=============================================================================
12/18/97 Purchase by Lens 30,000
- -----------------------------------------------------------------------------
12/19/97 Purchase by Lens 9,000
=============================================================================
1/7/98 Purchase by Lens 10,000
- -----------------------------------------------------------------------------
1/8/98 Purchase by Lens 10,000
=============================================================================
1/14/98 Purchase by Lens 20,000
- -----------------------------------------------------------------------------
1/15/98 Purchase by Lens 40,000
=============================================================================
1/16/98 Purchase by Lens 3,260
- -----------------------------------------------------------------------------
1/16/98 Purchase by Lens 540
=============================================================================
1/16/98 Purchase by Lens 530
- -----------------------------------------------------------------------------
1/22/98 Purchase by Lens 2,500
=============================================================================
1/23/98 Purchase by Lens 20,000
- -----------------------------------------------------------------------------
1/27/98 Purchase by Lens 25,000
=============================================================================
2/17/98 Purchase by Lens 2,500
- -----------------------------------------------------------------------------
2/19/98 Purchase by Lens 1,250
=============================================================================
2/23/98 Purchase by Lens 20,200
- -----------------------------------------------------------------------------
2/24/98 Purchase by Lens 7,300
=============================================================================
2/25/98 Purchase by Lens 40,000
- -----------------------------------------------------------------------------
2/26/98 Purchase by Lens 5,000
=============================================================================
2/27/98 Purchase by Lens 25,000
- -----------------------------------------------------------------------------
3/3/98 Purchase by Lens 5,000
=============================================================================
3/4/98 Purchase by Lens 5,000
- -----------------------------------------------------------------------------
3/6/98 Purchase by Lens 70,200
=============================================================================
4/20/98 Purchase by Lens 24,525
- -----------------------------------------------------------------------------
4/21/98 Purchase by Lens 13,120
=============================================================================
4/22/98 Purchase by Lens 6,500
- -----------------------------------------------------------------------------
4/24/98 Purchase by Lens 7,335
=============================================================================
4/27/98 Purchase by Lens 43,200
- -----------------------------------------------------------------------------
4/29/98 Purchase by Lens 33,500
=============================================================================
4/30/98 Purchase by Lens 2,500
- -----------------------------------------------------------------------------
5/1/98 Purchase by Lens 25,000
=============================================================================
5/4/98 Purchase by Lens 9,000
- -----------------------------------------------------------------------------
5/5/98 Purchase by Lens 2,800
=============================================================================
5/6/98 Purchase by Lens 100,000
- -----------------------------------------------------------------------------
5/7/98 Purchase by Lens 10,000
=============================================================================
5/8/98 Purchase by Lens 6,000
- -----------------------------------------------------------------------------
5/11/98 Purchase by Lens 10,000
=============================================================================
5/12/98 Purchase by Lens 5,000
- -----------------------------------------------------------------------------
5/13/98 Purchase by Lens 12,000
=============================================================================
5/14/98 Purchase by Lens 1,600
- -----------------------------------------------------------------------------
5/18/98 Purchase by Lens 1,500
=============================================================================
5/20/98 Purchase by Lens 1,500
- -----------------------------------------------------------------------------
5/21/98 Purchase by Lens 8,000
=============================================================================
5/22/98 Purchase by Lens 1,000
- -----------------------------------------------------------------------------
22
<PAGE>
- -----------------------------------------------------------------------------
NUMBER
DATE OF OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------------------ ----------
- -----------------------------------------------------------------------------
5/26/98 Purchase by Lens 2,780
=============================================================================
6/9/98 Sale by Lens (5,000)
- -----------------------------------------------------------------------------
6/11/98 Sale by Lens (36,700)
=============================================================================
6/22/98 Purchase by Lens 4,365
- -----------------------------------------------------------------------------
6/23/98 Purchase by Lens 1,550
=============================================================================
9/8/98 Purchase by Lens 27,500
- -----------------------------------------------------------------------------
9/9/98 Purchase by Lens 10,000
=============================================================================
9/14/98 Purchase by Lens 20,000
- -----------------------------------------------------------------------------
9/15/98 Purchase by Lens 33,343
=============================================================================
9/16/98 Purchase by Lens 25,000
- -----------------------------------------------------------------------------
9/18/98 Purchase by Lens 20,500
=============================================================================
11/3/98 Purchase by Lens 31
- -----------------------------------------------------------------------------
12/21/98 Purchase by Lens 300
=============================================================================
12/31/98 Purchase by Lens 1,000
- -----------------------------------------------------------------------------
1/19/99 Purchase by Lens 1,705
=============================================================================
1/20/99 Purchase by Lens 32
- -----------------------------------------------------------------------------
1/20/99 Purchase by Lens 1,400
=============================================================================
2/16/99 Purchase by Lens 4,734
- -----------------------------------------------------------------------------
2/17/99 Purchase by Lens 4,000
- -----------------------------------------------------------------------------
1/16/98 Purchase by Goodrich 400
- -----------------------------------------------------------------------------
8/3/98 Purchase by Goodrich 200
=============================================================================
9/4/98 Purchase by Goodrich 300
- -----------------------------------------------------------------------------
9/4/98 Purchase by Goodrich 625
=============================================================================
11/13/98 Purchase by Goodrich 200
- -----------------------------------------------------------------------------
2/13/98 Purchase by Holmes 2,500
- -----------------------------------------------------------------------------
23
