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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.
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FOR IMMEDIATE RELEASE
JUNO LIGHTING REPORTS THAT ISS RECOMMENDS MERGER AND
RECAPITALIZATION WITH FREMONT INVESTORS
DES PLAINES, Ill., (June 22, 1999)-Juno Lighting, Inc. (NASDAQ: JUNO) today
announced that Institutional Shareholder Services (ISS)--the nation's leading
independent institutional stockholder advisory firm--has recommended that
stockholders vote "FOR" Juno Lighting's (Juno) proposed merger and
recapitalization with Fremont Investors I, LLC (Fremont) and related proposals
at Juno's upcoming Special Meeting of Stockholders on June 29, 1999.
In its detailed analysis, the 26-page ISS report, issued on June 21, 1999,
reached the following conclusions:*
- "What began for LENS as a governance campaign is still, in essence, a
governance campaign....In our view, the matter before shareholders is no
longer a governance issue but an economic one....The dissidents are
offering nothing tangible."
- "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."
Robert S. Fremont, Chairman and Chief Executive Officer of Juno, said: "We are
very pleased that ISS recommends that stockholders vote 'FOR' Juno's merger with
Fremont and related proposals. 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 our proposed merger."
Juno is a specialist in the design, manufacturing, and marketing of lighting
fixtures for commercial and residential use.
*Permission to use these quotations has neither be sought nor received.
Any offering of securities in connection with the merger and
recapitalization will be made only by means of a prospectus. This news release
shall not constitute an offer to sell or the solicitation of any offer to buy
the securities described above, nor shall there be any sale of these securities
in any state in which such offering, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state. This press release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which reflect Juno's
current judgment on certain issues. Because such statements apply to future
events, they are subject to risks and uncertainties that can cause the actual
results to differ materially. Important factors which could cause actual results
to differ materially are described in Juno's reports on Form 10-K and 10-Q and
its registration statement on Form S-4 on file with the Securities and Exchange
Commission.
Contacts: Joel Chemers of Juno Lighting, (847) 813-8384
George Bilek of Juno Lighting, (847) 813-8330
