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:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[X] 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
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(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.
(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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June 23, 1999
<PAGE>
[Lens Investment Management, LLC Letterhead]
June 23, 1999
To Our Fellow Stockholders of Juno Lighting, Inc.:
THE RECENTLY ANNOUNCED HOLOPHANE CORP. ACQUISITION
IMPLIES A VALUATION RANGE FOR JUNO OF BETWEEN $30.67 AND
$34.25 PER SHARE
The Lens Group* has been advocating for some time that the
proposed acquisition of Juno by Fremont Investors I, LLC is not in the best
interests of Juno stockholders because the consideration being offered,
purportedly $25 per share, is too low. We believe that the price being offered
by National Service Industries Inc. ("NSI") for Holophane Corp. ("Holophane"), a
competitor of Juno that is listed by Juno in its proxy statement as being one of
five companies in its peer group, supports our contention that Juno should be
sold at a higher price. Moreover, the Holophane deal is all cash, in contrast to
Fremont Investors' offer for Juno consisting of both cash and stock.
The table below sets forth the Lens Group's analysis of the
market multiples implied in the Holophane acquisition the effect of the
application of such multiples to Juno.
<TABLE>
<CAPTION>
NSI Acquisition of Holophane(1,2) Implied Value of Juno(2)
--------------------------------- ------------------------
Implied Implied
Value Multiple Value Price
----- -------- ----- -----
<S> <C> <C> <C> <C>
EV/Adjusted EBIT(3) $32.3 13.9x $38.6 $34.25
EV/Adjusted EBITDA(4) $40.5 11.1x $42.4 $30.67
Trailing 12-months P/E(5) $1.78 21.6x $1.49 $32.23
FY 1999 P/E(6) $2.00 19.3x $1.64 $31.47
FY 2000 P/E(7) $2.26 17.0x $1.90 $32.37
</TABLE>
*The "Lens Group" consists of Lens Investment Management, LLC, Ram Trust
Services, Inc., Robert B. Holmes, John B. Goodrich, Nell Minow and Robert A.G.
Monks. The Lens Group has filed a proxy statement with the Securities and
Exchange Commission ("SEC") in connection with the Special Meeting of
stockholders of Juno to be held on June 29, 1999. The Lens Group will send
stockholders a final proxy statement at the earliest practicable date.
<PAGE>
The table below compares the implied multiples set forth above
for the Holophane acquisition with the multiples for the Juno transaction. We
ask you - is the $25 per share that Fremont Investors has offered for Juno
adequate consideration?
<TABLE>
<CAPTION>
Holophane Juno
Acquisition Acquisition Juno
Multiple Multiple Discount
-------- -------- --------
<S> <C> <C> <C>
EV/Adjusted EBIT 13.9x 9.5x (32.1%)
EV/Adjusted EBITDA 11.1x 8.6x (22.4%)
Trailing 12-months P/E 21.6x 16.8x (22.4%)
FY1999 P/E 19.3x 15.3x (20.6%)
FY2000 P/E 17.0x 13.2x (22.8%)
</TABLE>
We believe that NSI was able to offer these higher multiples
for Holophane due to the industrial synergies available to it as a strategic
buyer and that the Holophane acquisition supports our contention that $25 per
share is not an adequate price for Juno. We at the Lens Group plan to vote
against the Merger Agreement at the Special Meeting and we urge you to do the
same. Please join us and JUST VOTE "NO."
Please call us if you have any questions or comments.
Sincerely,
Your Fellow Stockholder
LENS INVESTMENT MANAGEMENT, LLC
By: /s/ Nell Minow
----------------------------------
Name: Nell Minow
Title: Member
(202) 434-8723
[email protected]
<PAGE>
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(1) The total value of the Holophane acquisition (total market value of all
stock, options, book value of bank borrowings, less cash and equivalents) is
$450 million, or an effective price per share of $38.50.
(2) Unless otherwise specified, all balance sheet and income statement data is
through March 31, 1999 for Holophane and February 28, 1999 for Juno.
(3) EV/Adjusted EBIT multiple means Enterprise Value (market value of common
plus minority interest capital plus total debt less cash and cash equivalents)
divided by Adjusted EBIT. We define "Adjusted EBIT" to mean trailing 12 months
earnings before interest and taxes (EBIT) as adjusted to exclude interest,
dividend and other miscellaneous income and special and non-recurring charges.
(4) We define "Adjusted EBITDA" to mean trailing 12 months earnings before
interest, taxes, depreciation and amortization (EBITDA) as adjusted to exclude
interest, dividend and other miscellaneous income and special non-recurring
charges. The amounts for depreciation and amortization are as of December 31,
1998.
(5) Trailing 12-month P/E multiple is equal to the market price per share
divided by earnings per share for the most recently reported four fiscal
quarters.
(6) FY1999 P/E multiple is equal to the market price per share divided by the
First Call Corporation mean earnings per share estimate for the 1999 fiscal
year.
(7) FY2000 P/E multiple is equal to the market price per share divided by the
First Call Corporation mean earnings per share estimate for the 2000 fiscal
year.
