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.
- --------------------------------------------------------------------------------
(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.
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies: Not
applicable.
------------------------------------------------------------------------
(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.
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: Not applicable.
------------------------------------------------------------------------
(5) Total Fee Paid: Not applicable.
------------------------------------------------------------------------
[ ] 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.
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Not applicable.
------------------------------------------------------------------------
(3) Filing Party: Not applicable.
------------------------------------------------------------------------
(4) Date Filed: Not applicable.
------------------------------------------------------------------------
June 23, 1999
<PAGE>
[LENS LETTERHEAD]
June 23, 1999
To Our Fellow Shareholders of Juno Lighting, Inc.
VOTE "NO" ON THE PROPOSED MERGER
Enclosed is a Proxy Statement from the Lens Group(1), which is
the beneficial owner of approximately 7.2% of the outstanding shares of Juno
Lighting, Inc. ("Juno" or the "Company"). As the holders of 1,346,263 shares, we
urge you to join with us to:
|X| Vote AGAINST Juno's proposed Merger Agreement with Fremont Investors I,
LLC ("Fremont Investors") and related transactions (Proposal 1).
|X| Vote AGAINST the adoption of an amended and restated certificate of
incorporation of Juno (Proposal 2).
|X| Vote AGAINST the adoption of the Juno's 1999 Stock Award and Incentive
Plan.
Juno's shareholders will be asked to consider these matters at
a Special Meeting that will be held on June 29, 1999. As more fully explained in
our Proxy Statement, we believe:
PRICE IS o The consideration offered in the Fremont Investors' merger,
TOO LOW even if worth the $25 per share claimed by the Company, is too
low. We believe that the Company's current and potential value
is much greater based upon the trading multiples of Juno's
peers and even based upon the discounted cash flow analysis of
Juno's own financial advisor utilizing management's "base
case" projections. Note especially the recently announced
acquisition of Holophane Corp., a Juno peer, by National
Service Industries Inc. in an all cash transaction at
multiples exceeding significantly those offered by Fremont
Investors for Juno.
OFFER MAY o Fremont Investors has not made an all-cash offer for all
BE WORTH LESS Juno shares. Because of the proration requirements of the
Merger Agreement, Juno shareholders who elect to receive only
cash may also receive a portion of their merger consideration
in a "stub" security (new shares of Juno to be issued in the
merger). Based, among other things, upon the facts that (i)
there will be a reduced public "float," (ii) the Company does
not expect to pay dividends on such shares and (iii) such
shares may be subject to a "minority discount," we believe
their market value may be substantially less than $25 per
share and neither Juno nor its financial advisor expresses any
opinion as to their trading price.
- ---------------------------------
(1) The Lens Group consists of Lens Investment Management, LLC ("Lens"), Ram
Trust Services, Inc. ("Ram"), Robert B. Holmes, John B. Goodrich, Nell Minow and
Robert A.G. Monks.
#677176 v1.
<PAGE>
THE TIMING o If the sale process was as exhaustive as the Company alleges
IS BAD and the Company was still unable to obtain a higher price at
this time, we say: Why sell? We see no compelling reason for a
sale at this time and no explanation is offered by the Company
beyond a general comment about the conditions of the overall
stock market, interest rates and the economy.
THE SELLING o We think a public auction is a better way to sell a company
PROCESS IS than the selective process utilized by the Company. The
INADEQUATE Company does not refute our assertion that at least one of the
five companies identified by Juno as being part of its "peer
group" was not even contacted to make a bid. The $12 million
of "break-up" fees and up to $3 million of expenses payable to
Fremont Investors if a better deal was accepted may well have
provided a disincentive to a "topping" bid. If we vote down
the Merger Agreement, these fees would be avoided and an open,
public auction could be conducted at a later date.
CURRENT o After the merger and related transactions, Fremont Investors
STOCKHOLDERS would have more than 60% of the voting power of Juno's equity
WILL HAVE securities. It will control the Board.
NO MEANINGFUL
SAY IF THE DEAL
GOES THROUGH
NEW STOCK o A condition to the merger is the requirement that Juno's
INCENTIVE PLAN shareholders approve a new management equity incentive plan
IS A CONDITION which could lead to substantial equity dilution. We are not
convinced that this is in the shareholders' interests.
STOCK BUY BACK o We believe implementing a meaningful share repurchase
ALTERNATIVE program could increase the value of the Company's shares that
remain outstanding while, at the same time, provide meaningful
liquidity to those shareholders who want cash now.
CONTROL OUR o If the Merger Agreement is turned down, Juno will be forced
OWN DESTINY to have an annual meeting at which we are proposing two
director nominees and a by-law amendment which, effective one
year after approval, would prohibit more than one "inside"
director from serving on the Board. Our nominees would urge
the Company to implement a share repurchase program and, if
conditions are not right for a sale, urge Juno to focus on
expansion through internal growth or acquisition. If current
management is not up to the task, we would urge the Board to
find suitable replacements.
Unlike management, Lens is using its own money to send out
these letters and to ask for your vote. We welcome your comments and
suggestions, and would be glad to answer any questions you have about our record
2
<PAGE>
of working to create shareholder value or about our analysis of Juno. As the
third largest holder of Juno stock, our only goal is to insure that shareholders
get maximum value for our ownership.
Accordingly, we are urging you to vote NO on the Merger
Agreement and related proposals. If you have already voted, it is not too late
to change your vote.
Very truly yours,
LENS Investment Management LLC
3
