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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JUNO LIGHTING, INC.
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(Name of Registrant as Specified in Its Charter)
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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)(1) 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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JUNO LOGO
TIME IS SHORT, VOTE TODAY
DEAR FELLOW STOCKHOLDER: June 22, 1999
VOTE "FOR" JUNO'S PROPOSED MERGER WITH
FREMONT INVESTORS
On Tuesday, June 29th, 1999, a special stockholders meeting of Juno will be
held to consider and approve the merger with Fremont Investors and related
matters. YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" JUNO'S MERGER WITH
FREMONT INVESTORS. WE STRONGLY BELIEVE THIS MERGER IS IN THE BEST INTERESTS OF
ALL JUNO STOCKHOLDERS. PLEASE SIGN, DATE AND MAIL THE PROXY CARD TODAY IN THE
ENCLOSED, POSTAGE PAID ENVELOPE. REMEMBER, NOT VOTING IS THE SAME AS VOTING
"AGAINST". WE STRONGLY URGE YOU TO VOTE "FOR" THE MERGER BY SIGNING, DATING AND
MAILING THE ENCLOSED PROXY CARD.
ISS RECOMMENDS SHAREHOLDERS SUPPORT PROPOSED MERGER
WE'RE PLEASED TO REPORT THAT ON JUNE 21, 1999, INSTITUTIONAL SHAREHOLDER
SERVICES (ISS) -- THE NATION'S LEADING INDEPENDENT INSTITUTIONAL SHAREHOLDER
ADVISORY FIRM -- HAS ALSO RECOMMENDED THAT STOCKHOLDERS VOTE "FOR" JUNO'S
PROPOSED MERGER WITH FREMONT INVESTORS. ISS' INDEPENDENT ANALYSIS IS
WELL-RESPECTED BY BOTH LARGE AND SMALL STOCKHOLDERS, AND ISS' REPORT IS CLEAR
AND UNBIASED EVIDENCE THAT JUNO STOCKHOLDERS SHOULD SUPPORT JUNO'S PROPOSED
MERGER.
In its detailed analysis, the 26-page ISS report, issued on June 21, 1999,
reached the following conclusions:*
"We believe management conducted an exhaustive search for a suitable merger
partner at the highest price possible. We seriously doubt that there is a
superior bid that has yet to be uncovered or that has been deterred by the
presence of Fremont's breakup fee. The market has, in effect, spoken. . . . In
our judgment, the transaction presented is sound; it provides value to
shareholders. We therefore conclude that the merger should be supported. We
recommend a vote FOR the merger agreement."
Remember, if you do not vote "FOR" the transaction, this opportunity to
maximize the value of your investment in Juno will be lost. There is no
guarantee that an alternative transaction will emerge at the same value or that
your shares will continue to trade at their current level.
BENEFITS OF THE MERGER
FACT: SIGNIFICANT PREMIUM. The $25 price represents a premium of 22% to
Juno's closing price the day of the announcement.
FACT: CHOICE OF CASH OR STOCK. You will receive either $25 in cash or one
share of Juno common stock, subject to proration. If you elect to receive cash,
you will receive cash for at least 87.1% of your shares and possibly for all,
and the remainder will be in new Juno stock, valued by William Blair & Co. LLC,
an independent, nationally-recognized investment bank, at $25 per share.
FACT: AVOIDS GOODWILL CHARGES. By structuring the transaction as a
recapitalization with certain of Juno's shares remaining outstanding, your
Company avoids substantial goodwill charges.
* Permission to use this quotation has neither been sought nor received.
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FACT: COMPREHENSIVE AND ORDERLY YEAR-LONG AUCTION PROCESS. After engaging
in a comprehensive and orderly auction process in which two investment banking
firms identified and contacted 78 strategic and financial buyers, your Board
believes that the Fremont merger maximizes value for all shareholders.
REMEMBER, NO OTHER BIDDER IN THIS PROCESS WAS WILLING TO ENTER INTO A
TRANSACTION WITH A PER SHARE PRICE EQUAL TO OR BETTER THAN THE FREMONT MERGER
CONSIDERATION.
WITHOUT THE FACTS ON ITS SIDE, LENS HAS RESORTED TO
RHETORIC AND DISTORTIONS
LENS IS ATTEMPTING TO DERAIL THE MERGER: Lens' arguments are without merit.
Take a closer look at the facts:
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LENS' DISTORTION: FACT:
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1) Juno conducted a "secret, selective 1) As we have clearly demonstrated, we
process." conducted a comprehensive, orderly
process through which we contacted
78 potential buyers (45 strategic
and 33 financial). When challenged
to provide your Board with the
names of any additional potential
buyers, Lens failed to do so.
2) Stock incentive plan serves the 2) Fremont -- not
interests of management at the management -- insisted on having
expense of stockholders. the plan, which is customary in
recapitalization transactions, to
ensure that the value of Juno will
be maximized going forward by
aligning the interests of employees
with shareholders. Fremont and Juno
have agreed to amend the plan to
prohibit the repricing of options.
3) The "timing is bad" to sell the 3) The stock market is close to an
company. all-time high, interest rates are
low and the economy is strong. How
much better could the timing be?
4) The price is too low. 4) The $25 price represents a premium
of approximately 22% to Juno's
closing price on announcement day.
Stockholders can elect to receive
either $25 in cash (for at least
87.1% of your shares) or one share
of common stock.
Despite widespread publicity since
the merger was announced on March
26, 1999, no third
party -- financial or
strategic -- has made an inquiry or
proposal regarding an acquisition
of Juno.
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LENS' MISLEADING "ALTERNATIVE" IS FLAWED: Lens' "alternative" is not a real
alternative at all, and there is no assurance it will ever be consummated. In
its report, ISS described the Lens alternative as "unrealistic and unlikely to
ever coalesce." Consider the following:
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LENS' SO-CALLED "ALTERNATIVE" LENS' FLAWED LOGIC
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Lens has proposed that Juno - No reasonable individual would sell
repurchase approximately 45% of its shares back to Juno for $25 if, as
outstanding stock at $25 per share to Lens wants you to believe,
be followed by a possible public stockholders would get a higher per
auction of Juno at a sales price in share price in a sale of Juno
excess of $25 per share for the following the buyback.
remaining stock, with no guarantee - The merger involves all outstanding
that a buyer would surface. Juno shares and provides an
immediate $25 per share for at
least 87.1% of stock in cash, with
the remainder in stock valued at
$25 per share; Lens' alternative
would give $25 per share for 45% of
stock in a buyback.
- A buyback would discourage other
companies from buying Juno in a
stock transaction because it would
prevent most pooling-of-interest
transactions.
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WE URGE YOU TO REJECT LENS' DISTORTION OF THE FACTS.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" JUNO'S MERGER WITH FREMONT
INVESTORS. We strongly believe this merger is in the best interests of all Juno
stockholders. Please sign, date and mail the proxy card today in the enclosed,
postage paid envelope. Remember, your vote is important and time is of the
essence, so please act today.
Sincerely,
/s/ ROBERT S. FREMONT
ROBERT S. FREMONT
Chairman of the Board and
Chief Executive Officer
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IMPORTANT
If your shares are held in "street name," immediately instruct your broker
or the person responsible for your account to sign a WHITE proxy card (or voting
instruction form) on your behalf. You should also sign, date and mail your WHITE
proxy card (or form) immediately upon receipt from your broker or bank, using
the postage-paid envelope provided. Please do so for each account you maintain.
If you have further questions or need assistance, please call:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
CALL TOLL FREE 800-578-5378.
THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH
RESPECT TO THE JUNE 29, 1999 MEETING. A PROXY STATEMENT/ PROSPECTUS RELATING TO
THE SHARES OF JUNO COMMON STOCK TO BE ISSUED IN THE MERGER HAS BEEN MAILED TO
JUNO STOCKHOLDERS. THE RECOMMENDATION BY YOUR BOARD THAT YOU APPROVE THE MERGER
IS NOT A RECOMMENDATION AS TO WHETHER OR NOT YOU SHOULD ELECT TO RECEIVE SHARES
OF JUNO COMMON STOCK IN THE MERGER.
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TWO ADDITIONAL WAYS TO VOTE JUNO LIGHTING LOGO
VOTE BY TELEPHONE VOTE BY INTERNET
IT'S FAST, CONVENIENT, AND YOUR VOTE IS IT'S FAST, CONVENIENT, AND YOUR VOTE IS
IMMEDIATELY IMMEDIATELY
CONFIRMED AND POSTED. CONFIRMED AND POSTED.
USING A TOUCH-TONE PHONE WWW.PROXYVOTE.COM
CALL THE TOLL-FREE NUMBER SHOWN ON THE VOTING
INSTRUCTION FORM JUST FOLLOW THESE 4 EASY STEPS:
JUST FOLLOW THE 4 EASY STEPS: 1. READ THE ACCOMPANYING PROXY MATERIAL AND
VOTING
1. READ THE ACCOMPANYING PROXY MATERIAL AND INSTRUCTION FORM.
VOTING INSTRUCTION FORM.
2. GO TO WEBSITE WWW.VOTE.COM
2. CALL THE TOLL-FREE NUMBER SHOWN ON YOUR VOTING
INSTRUCTION FORM. 3. ENTER YOUR 12 DIGIT CONTROL NUMBER LOCATED ON
YOUR
3. ENTER YOUR 12 DIGIT CONTROL NUMBER LOCATED ON VOTING INSTRUCTION FORM.
YOUR VOTING INSTRUCTION FORM.
4. FOLLOW THE SIMPLE RECORDED INSTRUCTION.
4. FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
CALL 24 HOURS A DAY GO TO WWW.PROXYVOTE.COM
AVAILABLE 24 HOURS A DAY
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DO NOT RETURN VOTING FORM IF YOU ARE VOTING BY TELEPHONE OR INTERNET
