<PAGE 1>
Notice of Annual Meeting of Stockholders
of
Juno Lighting, Inc.
To the Stockholders of
Juno Lighting, Inc.:
On April 25, 2000, Juno Lighting, Inc. will hold its annual meeting of
stockholders at Juno's headquarters at 1300 South Wolf Road, Des Plaines,
Illinois 60018. The annual meeting will begin at 10:00 a.m. local time.
At the annual meeting, you will be asked to consider and vote on:
(1) The election of the board of four directors to serve until the 2001
annual meeting of stockholders or until their successors are
elected and qualified; and
(2) Such other matters as may properly come before the annual meeting
or any adjournments or postponements of the annual meeting.
March 14, 2000 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the annual meeting or any
adjournments or postponements thereof. Only holders of record of Juno stock
at the close of business on that date are entitled to notice of and to vote at
the annual meeting.
Also enclosed is a copy of Juno's Annual Report on Form 10-K for the
fiscal year ended November 30, 1999.
Your vote is important and we urge you to complete, sign, date and return
your proxy card as promptly as possible, whether or not you expect to attend
the annual meeting. If you are unable to attend in person and you return your
proxy card, your shares will be voted at the annual meeting. A return
envelope is included for your convenience. If your shares are held in "street
name" by your broker or other nominee, only that holder can vote your shares.
You should follow the directions provided by your broker or nominee regarding
how to instruct them to vote your shares.
By Order of the Board of Directors
Joel W. Chemers
Secretary
Des Plaines, Illinois
March 21, 2000
Please complete, sign, date and return the enclosed proxy card.
This proxy statement is dated, and is first being mailed to Juno stockholders
on or about, March 21, 2000.
<PAGE 2>
JUNO LIGHTING, INC.
1300 South Wolf Road
P.O. Box 5065
Des Plaines, Illinois 60017-5065
---------------
PROXY STATEMENT
---------------
THE ANNUAL MEETING OF JUNO STOCKHOLDERS
General
You were sent this proxy statement in connection with the solicitation of
proxies by and on behalf of the board of directors of Juno Lighting, Inc.
("Juno") for use at the annual meeting of Juno stockholders and any
adjournments or postponements thereof. The annual meeting will be held on
Tuesday, April 25, 2000, at 10:00 a.m. local time, at Juno's headquarters at
1300 South Wolf Road, Des Plaines, Illinois 60018.
Matters to be Considered
At the annual meeting, you will be asked to consider and vote on:
- The election of the board of four directors to serve until the 2001
annual meeting of stockholders or until their successors are elected
and qualified; and
- Such other matters as may properly come before the annual meeting or
any adjournment or postponement thereof.
You may also be asked to vote on a proposal to adjourn or postpone the
annual meeting, which adjournment or postponement could be used for the
purpose, among others, of obtaining a quorum or allowing additional time for
the soliciting of additional votes.
Record Date
The Juno board has fixed March 14, 2000 as the record date for the
determination of the Juno stockholders entitled to receive notice of and to
vote at the annual meeting. Accordingly, only Juno stockholders of record at
the close of business on such date are entitled to notice of and to vote at
the annual meeting and any postponements or adjournments thereof. As of the
record date, Juno's outstanding capital stock comprised shares of its Common
Stock, par value $0.001 per share ("common stock"), and shares of its Series A
Convertible Preferred Stock ("preferred stock"). As of the record date,
2,412,126 shares of Juno common stock and 1,060,000 shares of preferred stock
were outstanding and entitled to vote at the annual meeting.
Voting at the Annual Meeting
Quorum Requirement. The presence, in person or by properly executed
proxy, of the holders of a majority of the outstanding shares of Juno stock
entitled to vote on the record date is necessary to constitute a quorum at the
annual meeting.
Voting Rights. Each share of Juno common stock outstanding on the record
date entitles its holder to one non-cumulative vote as to each matter that may
properly come before the annual meeting. Each share of Juno preferred stock
outstanding on the record date entitles its holder to one non-cumulative vote
as to each matter that may properly come before the annual meeting for each
whole share of Juno common stock that would be issuable to such holder upon
the conversion of all the shares of Juno preferred stock held by such holder
on the record date.
As of the record date, holders of preferred stock were entitled to an
aggregate of 4,285,259 non-cumulative votes as to each matter that may
properly come before the annual meeting. Fremont Investors I, LLC ("Fremont
Investors"), which obtained control of Juno in 1999 in a recapitalization
transaction described below under "Change in Control of Registrant; Financing
Arrangements," is (together with its affiliates) entitled to cast over 99% of
such votes and 69.5% of all votes entitled to be cast at the annual meeting.
As a result, Fremont Investors and its affiliates, if they choose
to do so, may elect all of Juno's directors and control the vote as to any
other matter that may properly come before the annual meeting or any
adjournment or postponement thereof.
Vote Required. The following votes are required to approve matters to be
considered and voted upon at the annual meeting:
- Election of Directors. Directors are elected by a plurality of the
vote of the shares of common stock and preferred stock voting
together. The nominees who receive the most votes will be elected.
Abstentions, withheld votes and broker non-votes will not be taken
into account and will have no effect in determining the outcome of
the election.
When electing directors, holders of common stock and preferred stock
have non-cumulative voting rights. This means that the holders of a
majority of the shares of common stock and preferred stock taken
together, represented and entitled to vote at a meeting where a
quorum is present, can elect all of the directors if they choose to
do so. In such an event, the holders of the remaining shares will
not be able to elect any person or persons to the board of
directors.
<PAGE 3>
- All Other Matters. Other than the election of directors, all
matters brought before the annual meeting will be decided by a vote
of the holders of a majority of the shares of common stock and
preferred stock taken together and present in person or represented
by proxy, unless the matter is one upon which a different vote is
required by law or by Juno's certificate of incorporation.
Abstentions and Broker Non-Votes. Abstentions, broker non-votes and withheld
votes will be counted for purposes of determining the presence or absence of a
quorum for the transaction of business at the annual meeting. A "non-vote"
occurs when a nominee holding shares for a beneficial owner does not vote on a
proposal because the nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.
Proxies
If you are a Juno stockholder, you may use the enclosed proxy card if you
are unable to attend the annual meeting in person or wish to have your shares
voted by proxy even if you do attend the annual meeting.
You may revoke any proxy given by you pursuant to this solicitation by:
- delivering to the Secretary of Juno, at or before the annual
meeting, a written notice bearing a later date than the proxy,
which notice, by its terms, revokes the proxy;
- duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of Juno at or before the annual
meeting; or
- attending the annual meeting and voting in person (although
attendance at annual meeting by a stockholder will not in and of
itself revoke a previously delivered proxy).
You should address any written notice of revocation and other
communications regarding the revocation of Juno proxies to the Secretary of
Juno at 1300 South Wolf Road, Des Plaines, Illinois 60018. In all cases, the
latest dated proxy revokes an earlier dated proxy, regardless of which method
is used to give or revoke a proxy, or if different methods are used to give
and revoke a proxy. For such notice of revocation or later proxy to be valid,
however, it must actually be received by Juno prior to the vote of the Juno
stockholders at the annual meeting. If your broker has been instructed to
vote your shares, you must follow directions received from your broker in
order to change your vote.
Information Concerning the Solicitation of Proxies
The enclosed proxy card is solicited on behalf of the Juno board of
directors. The cost of soliciting proxies will be borne by Juno. In
addition to solicitation by mail, directors, officers and employees of
Juno, none of whom will receive additional compensation for such
solicitations, may solicit proxies in person, by telephone, by telegram,
by personal interview, by e-mail or by facsimile. Juno will request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward its
solicitation materials to the beneficial owners of the Juno common shares they
hold of record and obtain authorization for, and appropriate certification in
connection with, the execution of proxy cards. Juno will reimburse these
record holders for customary mailing expenses incurred by them in forwarding
these materials.
Except as set forth above, neither Juno nor, to the best of Juno's
knowledge, any person acting on its behalf has retained any other person to
make solicitations or recommendations to security holders on its behalf in
connection with the solicitation of proxies.
JUNO BOARD OF DIRECTORS
Juno's amended and restated bylaws provide that Juno's board of directors
shall consist of not less than three nor more than nine members. Currently,
Juno's board of directors consists of four members. During the last fiscal
year, there were eight meetings of the full board of directors.
Committees of the Board of Directors
Juno has three committees of the board of directors. They are the audit,
stock option and compensation committees. Juno does not have a standing
nominating committee.
The audit committee comprises one director. The audit committee oversees
the creation and implementation of internal policy and controls and is
responsible for the hiring of Juno's outside independent auditors and the
review of their findings.
The stock option committee comprises two directors. The stock option
committee is responsible for granting and administering stock options and
stock appreciation rights ("SARs") under Juno's Stock Option Plan, effective
December 2, 1993 (the "1993 Stock Option Plan"), and the 1999 Stock Award and
Incentive Plan (the "1999 Stock Option Plan" and, together with the 1993 Stock
Option Plan, the "Stock Option Plans"). During the last fiscal year, there
were no formal meetings of the stock option committee, which instead took all
of its actions by unanimous written consent in lieu of a special meeting of
the committee.
The compensation committee comprises two directors. The compensation
committee oversees Juno's executive compensation policy. During the last
fiscal year, there were no formal meetings of the compensation committee,
which instead took all of its actions by unanimous written consent in lieu of
a special meeting of the committee.
<PAGE 4>
Directors' Compensation
As the only director who is not either a salaried employee of Juno or an
affiliate of Fremont Investors (Juno's controlling stockholder), Mr. Daniel
DalleMolle receives an annual fee of $20,000 for each year that he serves as a
director of Juno, $1,000 in cash for each meeting of the board of directors
that he attends and reasonable, out-of-pocket expenses he incurs in connection
with his attendance at meetings of the board of directors.
In addition, on February 4, 2000, the stock option committee of the Juno
board of directors voted to award Mr. DalleMolle an option to purchase 14,100
shares of common stock at a purchase price of $25.00 per share pursuant to the
1999 Stock Option Plan.
ELECTION OF DIRECTORS
The annual election of the board of four directors will take place at the
annual meeting. Each director will serve for the ensuing year until the 2001
annual meeting of Juno stockholders or until his successor is elected and
qualified.
The voting persons named on the enclosed proxy card intend to nominate
and vote in favor of the election of the persons named below unless
authorization is withheld. If any of the nominees becomes unavailable for
election, votes will be cast for the election of such other person or persons
as the proxy holders, in their judgment, may designate. No circumstances are
currently known that would render unavailable any of the nominees named below.
The following information is provided with respect to the nominees for
election to the board of directors:
Robert Jaunich II............ Age 60. Director and Chairman of the Board
since June 30, 1999.
Member of the Stock Option and Compensation
Committee.
Business experience during the last five years:
President and Chief Executive Officer of
Fremont Investors I, LLC since May 1998.
Managing Director of Fremont Partners, L.P.
and a member of FP Advisors, L.L.C. since
1996.
Member of the Board of Directors of Fremont
Group since 1991.
Other Directorships:
Kinetic Concepts, Inc.
Kerr Group, Inc.
CNF Transportation, Inc.
Chairman of the Managing General Partner of
Crown Pacific Partners, L.P.
Mark N. Williamson........... Age 37. Director since June 30, 1999.
Member of the Audit, Stock Option and
Compensation Committees.
Business experience during the last five years:
Vice President and Treasurer of Fremont
Investors I, LLC since May 1998.
Managing Director of Fremont Partners, L.P.
and a member of FP Advisors, L.L.C. since
1996.
Managing Director of the Harvard Private
Capital Group, Inc. from August 1991 until
May 1996.
Other Directorships:
None.
Glenn R. Bordfeld............ Age 53. Director since July 1999. President
and Chief Operating Officer since January
1999.
Business experience during the last five years:
Vice President, Sales of Juno from July 1991
until January 1999.
Other Directorships:
None.
Daniel DalleMolle............ Age 49. Director since February 2000.
Business experience during the last five years:
Group President, Hardware and Tool Companies
of Newell Rubbermaid, Inc. from 1999 until
the present.
President and Chief Operating Officer of
Intermatic Incorporated from 1998 until
1999.
President of Lee Rowan Company of Newell
Rubbermaid, Inc. from 1996 until 1998.
Other Directorships:
None.
To Juno's knowledge, there are no family relationships between any
director or executive officer and any other director or executive officer.
None of the directors has been involved in any legal proceedings of the nature
described in Item 401(f) of Regulation S-K.
<PAGE 5>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
The following table sets forth, as of January 31, 2000, the number and
percentage of outstanding shares of common stock and preferred stock
beneficially owned by each person known to Juno to be the beneficial owner of
more than five percent of the outstanding shares of common stock or preferred
stock:
<TABLE>
<CAPTION>
Percentage of Outstanding
Shares Beneficially Owned Shares Beneficially Owned
------------------------- -------------------------
Name and Address Common Preferred Common Preferred
- ---------------- ------ --------- ------- ---------
<S> <C> <C> <C> <C>
Fremont Investors I, L.L.C.(1). 4,651,126 1,051,970 69.45% 99.24%
50 Fremont Street, Suite 3700
San Francisco, CA 94105
Farallon Capital Partners, L.L.C.(2) 535,202 0 22.19% 0%
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
Seneca Capital, L.P. (3)........ 238,760 0 9.90% 0%
830 Third Avenue, 14th Floor
New York, NY 10022
T. Rowe Price Associates, Inc.(4) 235,017 0 9.74% 0%
100 E. Pratt Street
Baltimore, MD 21202
(1) Fremont Investors I, L.L.C. ("Fremont I") owns, and exercises the power
to vote or direct the disposition of, 1,051,590 shares of preferred stock.
Fremont Partners, L.L.C. ("FPLLC") owns 380 shares of preferred stock.
Fremont Investors I CS, L.L.C. ("FCS") owns 398,366 shares of common
stock. Each of Fremont Partners, L.P., the managing member of Fremont I
("FPLP"), FP Advisors, L.L.C., the general partner of FPLP ("FPALLC"),
Fremont Group, L.L.C., the managing member of FPALLC ("Fremont Group"),
and Fremont Investors, Inc., the manager of Fremont Group ("Fremont
Investors"), currently exercises shared power to dispose or direct the
disposition of the 1,051,590 shares of preferred stock owned by Fremont I.
In addition, each of FPLP, FPALLC, Fremont Group and Fremont Investors
currently exercises shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 398,366 shares of common
stock owned by FCS. Fremont Group and Fremont Investors also currently
exercise shared power to vote or direct the vote and shared power to
dispose or to direct the disposition of the 380 shares of preferred stock
owned by FPLLC. Each of the above parties, as part of a "group" under
Exchange Act Rule 13d-5(b)(1), may be deemed to own 1,051,970 shares of
preferred stock and 398,366 shares of common stock. The 4,651,162 shares
of common stock depicted in the table above as beneficially owned by
such parties includes 4,252,796 shares of common stock that may be
obtained upon conversion of 1,051,970 shares of preferred stock.
(2) Farallon Capital Partners, L.P. ("FCP") beneficially owns 115,234 shares
of common stock. Farallon Partners, L.L.C. ("FAPLLC") is the general
partner of FCP. FAPLLC is also the general partner of: (i) Farallon
Capital Institutional Partners, L.P. ("FCIP"), which beneficially owns
99,557 shares of common stock, (ii) Farallon Capital Institutional
Partners II, L.P. ("FCIP II"), which beneficially owns 25,611 shares of
common stock, (iii) Farallon Capital Institutional Partners III, L.P.
("FCIP III"), which beneficially owns 41,964 shares of common stock, and
(iv) Tinicum Partners, L.P. ("Tinicum"), which beneficially owns 10,152
shares of common stock. FAPLLC disclaims beneficial ownership of all such
shares, except as to securities representing its pro rate interest in, and
interest in the profits of, the above partnerships. As the registered
investment advisor to certain discretionary accounts, Farallon Capital
Management, L.L.C. ("FCMLLC") may be deemed to be the beneficial owner of
242,684 shares held by such discretionary accounts. FCMLLC disclaims
beneficial ownership of such securities. As managing members of FAPLLC,
the following persons may be deemed to be the beneficial owner of shares
held by FCP, FCIP, FCIP II, FCIP III and Tinicum: Messrs. Enrique H.
Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel, Fleur E.
Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F.
Mellin, Stephen L. Millham, Meridee A. Moore, Thomas F. Steyer (senior
managing member) and Mark C. Wehrly. In addition, as managing members of
FCMLLC, which is the registered investment advisor to certain
discretionary accounts, Messrs. Boilini and Steyer (senior managing
member) may be deemed to be the beneficial owner of the shares in such
discretionary accounts. All such individuals disclaim beneficial
ownership of all such shares. All of the above parties may be deemed a
member of a group holding equity securities of Juno.
<PAGE 6>
(3) Mr. Douglas A. Hirsch beneficially owns, and has shared power to vote or
direct the vote and to dispose of or direct the disposition of, 238,760
shares of common stock. This amount includes (i) 84,756 shares of common
stock beneficially owned by Seneca Capital, L.P. ("SCL"), whose sole
general partner, Seneca Capital Advisors, LLC ("SCA"), has Mr. Hirsch as
its managing member, (ii) 143,849 shares of common stock beneficially owned
by Seneca Capital International, Ltd. ("SCI"), whose investment advisor,
Seneca Capital Investments, LLC ("SC Investments"), also has Mr. Hirsch as
its managing member and (iii) 10,155 shares of common stock acquired by SC
Investments on behalf of and as investment advisor to certain managed
brokerage accounts owned by parties that are independent of the Seneca
entities, which shares are also reported as beneficially owned by SC
Investments. Because of SCA's relationship with SCL, SCA reports
beneficial ownership of the same 84,756 shares reported as beneficially
owned by SCL. Because of SC Investments' relationship with SCI, SC
Investments reports beneficial ownership of 143,849 shares reported as
beneficially owned by SCL.
(4) T. Rowe Price Associates, Inc. has sole power to vote or direct the vote
of 17 shares of common stock and sole power to dispose of or direct the
disposition of 235,017 shares of common stock. T. Rowe Price Small-Cap
Value Fund, Inc. has sole power to vote or direct the vote of 235,000
shares of common stock.
</TABLE>
Directors' and Executive Officers' Stock Ownership
The following table sets forth, as of January 31, 2000, the number and
percentage of outstanding shares of common stock and preferred stock
beneficially owned by: (i) each director, (ii) certain executive officers,
(iii) Mr. Robert S. Fremont, who served as Juno's Chairman and Chief Executive
Officer until June 30, 1999 and (iv) all executive officers and directors as a
group. The persons named hold sole voting and investment power with respect
to the shares of common and preferred stock listed below, except as otherwise
indicated.
<TABLE>
<CAPTION>
Percentage of Outstanding
Shares Beneficially Owned Shares Beneficially Owned
---------------------------- -------------------------
Name Common Preferred Common Preferred
---- ------ --------- ------ ---------
<S> <C> <C> <C> <C>
Robert Jaunich II (1)(4)........4,651,162 1,051,970 69.45% 99.24%
Mark N. Williamson (1)(4).......4,651,162 1,051,970 69.45% 99.24%
Glenn R. Bordfeld (2)(5)........ 8,375 750 * *
Daniel DalleMolle (1)........... 0 0 * *
George J. Bilek (3)(6).......... 20,607 1,000 * *
Joel W. Chemers (3)(7).......... 5,000 1,000 * *
Charles F. Huber(3)(8).......... 20,281 500 * *
Thomas W. Tomsovic (3)(9)....... 20,000 500 * *
Robert S. Fremont (10).......... 36,385 0 * *
All Juno directors and
executive officers
as a group (13 persons)(11)..4,806,113 1,056,820 71.76% 99.70%
(1) Director
(2) Executive Officer and Director
(3) Executive Officer
(4) Mr. Jaunich is President and Chief Executive Officer of Fremont I and
Mr. Williamson is Vice President and Treasurer of Fremont I. Messers.
Jaunich and Williamson are each managing directors of FPLP. They
each may be deemed to have beneficial ownership of the shares of
common and preferred stock deemed to be beneficially owned by Fremont I
and its affiliates, but each disclaims any such beneficial ownership.
The business address of Messers. Jaunich, and Williamson is 50 Fremont
Street, Suite 3700, San Francisco, California 94105.
(5) Includes 8,000 shares of common stock that Mr. Bordfeld has the right to
acquire within 60 days of January 31, 2000.
(6) Includes 20,000 shares of common stock that Mr. Bilek has the right
to acquire within 60 days of January 31, 2000.
(7) Represents 5,000 shares of common stock that Mr. Chemers has the right
to acquire within 60 days of January 31, 2000.
(8) Includes 20,000 shares of common stock that Mr. Huber has the right to
acquire within 60 days of January 31, 2000.
(9) Represents 20,000 shares of common stock that Mr. Tomsovic has the right
to acquire within 60 days of January 31, 2000.
(10) Former executive officer.
(11) Includes 116,600 shares of common stock that nine executive officers
have the right to acquire within 60 days of January 31, 2000.
* Less than 1%
</TABLE>
<PAGE 7>
Change in Control of Registrant; Financing Arrangements
On June 30, 1999, Jupiter Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Fremont Investors, was merged (the "Merger") with
and into Juno pursuant to an Agreement and Plan of Recapitalization and Merger
dated March 26, 1999 by and among Fremont Investors, Jupiter Acquisition Corp.
and Juno. Pursuant to the Merger, the holders of all of the issued and
outstanding shares of Juno common stock, par value $0.01 per share ("old
common stock"), were entitled to receive either $25.00 cash or one share of
Juno common stock for each share of old common stock issued and outstanding.
This consideration was, however, subject to proration, as such holders were
entitled to receive a maximum of 2,400,000 shares of Juno common stock in the
aggregate.
Juno funded this effective retirement of 16,242,527 shares of its old
common stock with a payment to stockholders of approximately $406 million in
the aggregate. The sources of this funding included Juno's available cash and
marketable securities, a $106 million preferred stock investment by Fremont
Investors and key employees of Juno, approximately $94.9 million of bank debt
issued by Bank of America, N.A. and Credit Suisse First Boston (the "Bank
Debt") and the issuance of $125 million of subordinated debt.
By virtue of the Merger, Fremont Investors acquired control of Juno from
Juno's public stockholders. To Juno's knowledge, Fremont Investors
beneficially owned 69.5% Juno's voting securities as of February 29, 2000.
Messrs. Jaunich and Williamson are both affiliates of Fremont Investors.
The Bank Debt consists of (i) a $90 million term facility consisting of
(a) a $40 million tranche A term loan ("Term Loan A"), and (b) a $50 million
tranche B term loan ("Term Loan B"), and (ii) a $35 million revolving credit
facility (the "Revolving Credit Facility"). Borrowings bear interest, at
Juno's option, at a rate per annum equal to either the Eurodollar rate (the
London interbank offered rate for Eurodollar deposits as adjusted for
statutory reserve requirements) or a base rate plus a varying applicable
percentage. At November 30, 1999 the nominal interest rates for Term Loan A
and Term Loan B were 8.01% and 8.51%, respectively. Term Loan A and Term Loan
B are each payable in separate quarterly installments commencing February 29,
2000. The final maturity of Term Loan A is November 30, 2005 and the final
maturity of Term Loan B is November 30, 2006. Borrowings under the Revolving
Credit Facility are due on November 30, 2005. The Revolving Credit Facility
had an outstanding balance of zero as of February 18, 2000.
In addition, Juno issued $125 million principal amount of 11-7/8% senior
subordinated notes due July 1, 2009 (the "Notes") to qualified institutional
buyers under a private placement offering pursuant to Rule 144A and Regulation
S of the Securities Act of 1933, as amended (the "Securities Act"), resulting
in approximately $120.4 million in proceeds to Juno. Interest is payable on
the Notes semi-annually on January 1 and July 1 of each year commencing
January 1, 2000. The Notes are unsecured senior subordinated obligations of
Juno, subordinated in right of payment to all existing and future senior
indebtedness of Juno, including the Credit Facility. Each of the
aforementioned debt facilities contain restrictive covenants. The Secured
Credit Agreement requires Juno to maintain certain financial ratios.
The Bank Debt is collateralized by substantially all of Juno's assets.
The aggregate amounts of existing long-term debt maturing in each of the next
five years are as follows: 2000 - $3,330,000; 2001 - $5,230,000; 2002 -
$6,180,000; 2003 - $8,080,000; 2004 - $8,080,000.
<PAGE 8>
EXECUTIVE COMPENSATION
The following Summary Compensation Table includes individual compensation
information regarding all compensation awarded to, earned by or paid during
the fiscal years ended November 30, 1999, 1998 and 1997 to (i) Juno's
President and Chief Operating Officer, Mr. Glenn R. Bordfeld, (ii) the four
other most highly compensated executive officers in the fiscal year ended
November 30, 1999, and (iii) Mr. Fremont, in all capacities in which they
served during the years in which they have been executive officers.
As reflected in the following table, Mr. Bordfeld and the four other most
highly paid executive officers of Juno currently participate in Juno's 401(k)
Plan. In addition, the named executives participate in, and have received
grants under, Juno's Stock Option Plans.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities All Other
Name and Underlying Compen-
Principal Position Year Salary($) Bonus($) Options/SARs sation($)(1)
- ------------------ ---- -------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Glenn R. Bordfeld 1999 $224,077(2) $156,439 47,000 $10,400
President and Chief 1998 186,539 23,491 - 12,000
Operating Officer 1997 176,154 - - 9,750
George J. Bilek 1999 $196,923 $156,439 29,375 $10,400
Vice President, 1998 186,539 23,491 - 12,000
Finance and Treasurer 1997 176,154 - - 9,750
Joel W. Chemers 1999 $187,115 $156,439 29,375 $10,400
Vice President, 1998 150,500 23,491 - 10,425
Human Resources 1997 16,154 - 5,000 -
and Legal Affairs,
and Secretary
Charles F. Huber 1999 $199,404 $156,439 29,375 $10,400
Vice President, 1998 190,721 23,491 - 12,000
Engineering and 1997 180,077 - - 9,750
Special Projects
Thomas W. Tomsovic 1999 $238,030 $156,439 29,375 $10,400
Vice President, 1998 230,000 23,491 - 12,000
Operations 1997 220,000 - - 9,750
Robert S. Fremont 1999 $444,040 - - $2,854(3)
Former Chairman 1998 504,400 - - 21,479(4)
and Chief Executive 1997 504,400 - - 17,504(5)
Officer
- --------------------
(1) Includes Juno's matching and discretionary contributions under the
401(k) Plan. Amounts are included without regard to vesting of any
Juno discretionary contributions.
(2) Mr. Bordfeld became Juno's President and Chief Operating Officer on
January 19, 1999. Mr. Bordfeld previously served as Vice President,
Sales.
(3) Includes $454 for miscellaneous personal expenses.
(4) Includes $9,475 for miscellaneous personal expenses.
(5) Includes $7,754 for miscellaneous personal expenses.
</TABLE>
Change of Control Benefit Arrangements
Juno entered into Change of Control Benefits Agreements with Messrs.
Bordfeld, Bilek, Chemers, Huber and Tomsovic as well as with Mr. Scott Roos,
Juno's Vice President of Product Management and Development, and Mr. Jacques
LeFevre, Vice President and President of Juno's Indy Lighting subsidiary.
These agreements provided for severance and other benefits in the event of a
change of control of Juno and in the event of certain terminations of
employment beginning upon the change of control and ending upon six months'
notice from Juno, but no earlier than December 31, 2000. Some benefits were
to be provided immediately upon the change of control. Severance benefits for
termination of employment after the change of control will be payable only if an
executive's employment is terminated by Juno without "cause" or by the executive
for "good reason". For this purpose, good reason includes material adverse
changes in duties, reduction in salary or a required move of more than 40 miles.
"Cause", for these purposes, means commission of certain felonies, substance
abuse and serious misconduct or neglect in the course of duties.
The Merger constituted a change of control for purposes of these
agreements. As a result, each of the officers specified above received
benefits that included (i) continuation of employment with (A) a 5% minimum
annual base salary increase, (B) no adverse change in duties, (C) no required
move of more than 40 miles, and (D) participation in benefit and welfare plans;
(ii) a transaction bonus of $150,000; (iii) a performance bonus based on
projected operating income for fiscal 1999, prorated for the portion of the year
elapsed prior to a change of control, and multiplied by 115%; and (iv) all
unvested stock options became vested and exercisable.
<PAGE 9>
The principal benefits that would be provided as severance benefits upon
termination by the executive for good reason or by Juno other than for cause
or disability include (i) a lump sum payment equal to the greater of (x) six
months' base salary or (y) the base salary through December 31, 2000; (ii) a
payment equal to forfeited retirement benefits, if any; and (iii) continuation
of medical, dental, life insurance, and other fringe benefits for the greater
of (x) six months or (y) until December 31, 2000. In addition, the agreements
provide reimbursement of legal fees for an executive's good faith enforcement
of the agreements, regardless of whether the executive prevails. The benefits
are capped at the maximum amount payable without triggering excise tax under
the golden parachute provisions of the Internal Revenue Code.
Stock Option Plan Exercises and Year-End Value Table
The following table discloses, for each of the persons listed,
information regarding stock options exercised during, or held at the end of,
the fiscal year ended November 30, 1999 pursuant to Juno's Stock Option Plans.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at Fiscal Year-End at Fiscal Year-End($)(3)
------------------------------- ------------------------
Number of
Shares
Acquired on Value
Name Exercise Realized($) Exercisable(1) Unexercisable(2) Exercisable Unexercisable
----- ----------- ----------- ----------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Glenn R. Bordfeld.... 0 0 8,000 47,000 0 0
George J. Bilek...... 0 0 20,000 29,375 0 0
Joel W. Chemers...... 0 0 5,000 29,375 0 0
Charles F. Huber..... 0 0 20,000 29,375 0 0
Thomas W. Tomsovic... 0 0 20,000 29,375 0 0
Robert S. Fremont.... 0 0 0 0 0 0
(1) All exercisable options outstanding at the end of the fiscal year ended
November 30, 1999 are incentive stock options and were granted at 100% of
the fair market value of Juno's common stock on the date of the grant.
Such options will expire at various dates between December 9, 2003 and
October 19, 2008. All such options vested and became immediately
exercisable upon completion of the Merger.
(2) All unexercisable options outstanding at the end of the fiscal year ended
November 30, 1999 are nonqualified stock options. All such options were
granted at not less than 100% of the fair market value of Juno's common
stock on the date of the grant. For these options, up to 20% of the
shares covered by each option may be purchased commencing on the first
anniversary of the date of the grant, which amount increases by 20% on
each anniversary thereafter. These options cannot be exercised after the
expiration of ten years from the date of grant.
(3) Total value of options is based on the difference between the fair market
value of Company Stock of $11.6875 as of November 30, 1999, and the
exercise price per share of the options.
</TABLE>
<TABLE>
<CAPTION>
Stock Option Grants During Fiscal 1999
Potential Realizable Value At
Assumed Rates of Stock Price
Appreciation for Option Term
-----------------------------
% of Total
Options
Granted to
Options Employees Exercise Market Expiration
Name Granted(1) In 1999(2) Price Price Date 5% 10%
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Glenn R. Bordfeld 47,000 11.64% $25.00 $25.00 6/30/09 $324,630 $717,350
George J. Bilek 29,375 7.28% 25.00 25.00 6/30/09 202,840 448,340
Joel W. Chemers 29,375 7.28% 25.00 25.00 6/30/09 202,840 448,340
Charles F. Huber 29,375 7.28% 25.00 25.00 6/30/09 202,840 448,340
Thomas W. Tomsovic 29,375 7.28% 25.00 25.00 6/30/09 202,840 448,340
Robert S. Fremont 0 0.00% - - - - -
(1) All options granted during 1999 are nonqualified stock options. All such
options were granted at not less than 100% of the fair market value of
Juno's common stock on the date of the grant. For these options, up to
20% of the shares covered by each option may be purchased commencing on
the first anniversary of the date of the grant, which amount increases by
20% on each anniversary thereafter. These options cannot be exercised
after the expiration of ten years from the date of grant.
(2) Based on 403,650 options granted to all employees in 1999.
</TABLE>
<PAGE 10>
Compensation Committee Interlocks and Insider Participation
Currently, Messrs. Jaunich and Williamson comprise the compensation
committee of Juno's board of directors. Mr. Williamson is not an executive
officer of Juno. Mr. Jaunich serves as Juno's Chairman of the Board. Mr.
Jaunich is President and Chief Executive Officer of Fremont Investors and Mr.
Williamson is Vice President and Treasurer of Fremont Investors. Messrs.
Jaunich and Williamson are each managing directors of Fremont Partners, L.P.
As a result of the Merger, Fremont Investors obtained control of the Company
in June 1999.
Pursuant to the Merger Agreement, Juno paid the reasonable out-of-pocket
expenses of Fremont Investors and Merger Sub incurred in connection with the
Merger Agreement and the transactions contemplated thereby. Such expenses
included attorneys' fees and expenses of financial advisors and consultants.
In addition, Juno paid Fremont Partners L.L.C. a transaction fee of $4.54
million in connection with the Merger.
Juno and Fremont Partners L.L.C. entered into a management services
agreement at the effective time of the Merger, pursuant to which agreement
Fremont Partners L.L.C. renders certain management services in connection with
Juno's business operations, including strategic planning, finance, tax and
accounting services. Juno pays Fremont Partners L.L.C. an annual management
fee of $325,000 to render such services.
Prior to the Merger, the compensation committee of Juno's board of
directors included Messrs. Julius Lewis, Allan Coleman and George Ball. Mr.
Lewis was a board member and an officer of Juno but not an executive officer.
Messrs. Coleman and Ball were board members but not executive officers of
Juno. Other than the compensation committee members and Messrs. Fremont and
Bordfeld, each of whom was consulted by the compensation committee concerning
the compensation level of executive officers other than themselves, no current
or former officer or employee of Juno participated in the deliberations of the
board of directors concerning executive compensation during the fiscal year
ended November 30, 1999.
Mr. Lewis is a partner of the law firm of Sonnenschein Nath & Rosenthal,
which provided legal services to the Company in fiscal 1999. Mr. Ball is the
Chairman of Philpott, Ball & Co., an investment banking firm that provided
investment banking services to the Company in fiscal 1999.
Compensation Committee and Stock Option Committee Reports on Executive
Compensation
Juno's executive compensation policy is designed to maintain a competitive
compensation program in order to attract and retain well qualified management
and to provide management with the incentive to accomplish Juno's financial
and operating objectives. Compensation for executives generally consists of
cash compensation in the form of annual base salary and performance-based
bonuses and long-term incentive compensation in the form of stock options.
Juno's executive compensation program is administered by the compensation
committee of the board of directors and, with respect to stock options and
SARs under Juno's Stock Option Plans, by the stock option committee. See
"Juno's Board of Directors - Committees of the Board of Directors", above.
In setting cash compensation levels for executive officers (including Mr.
Bordfeld, the President and Chief Operating Officer), the compensation
committee considers the performance of Juno and of the individual officer,
including the assumption of new duties by the officer. While Juno's overall
financial performance, particularly operating income, is taken into account,
base salaries for executive officers are primarily determined by the
compensation committee's subjective assessment of the executive's individual
performance. The compensation committee does not set target bonuses or target
performance goals in setting cash compensation levels for executive officers.
In addition to base salary, the compensation committee has an incentive
bonus plan applicable to Messrs. Bordfeld, Bilek, Chemers, Huber, LeFevre,
Roos and Tomsovic as well as to Mr. Richard Stam, Juno's Vice President of
Sales and Mr. Reed Powers, Vice President and President of Juno's Advanced
Fiberoptic Technologies subsidiary. The incentive bonus plan provides for the
payment of cash bonuses to these executives pursuant to a formula based on
increases in Juno's operating income. Juno paid bonuses earned in fiscal 1999
pursuant to this plan to Messrs. Bordfeld, Bilek, Chemers, Huber, LeFevre,
Roos and Tomsovic.
In determining the salary to be paid to the President in any fiscal year,
in addition to the factors set forth above, which are applicable to all
executive officers, the compensation committee also compares base salaries of
presidents and chief executive officers of other companies of similar size
and engaged in manufacturing businesses similar to Juno's and considers the
performance of Juno's common stock. Some but not all of the companies used for
salary comparison purposes are companies listed in the NASDAQ Electrical
Component Index and/or included in the peer group of companies for which
cumulative total return information is provided in the "Performance Graphs"
section below. Although the compensation committee takes into account all of
the factors described above in determining an appropriate base salary for Mr.
Bordfeld, it does not engage in any particular weighing of these factors
(other than the emphasis placed on individual performance). Juno's success in
meeting its financial goals is not one of the factors that the compensation
committee considers in determining the President's base salary. It should be
noted that Mr. Bordfeld does not participate in compensation committee
discussions or decisions regarding his compensation.
<PAGE 11>
Under Juno's Stock Option Plans, stock options have been awarded to
certain key employees, including Juno's executive officers. All currently
outstanding stock options were granted with an exercise price equal to or
greater than the market price of the common stock on the date of grant and
vest over a period of time. This approach is designed to encourage the
creation of stockholder value over the long term since the full benefit of the
compensation package generally cannot be realized unless stock price
appreciation occurs over a number of years. The stock option committee
determines the size of awards of stock options and SARs to executives based on
similar factors as are used to determine base salaries.
In addition to salary, stock options and SARs, Juno's compensation
package includes matching and discretionary contributions to a 401(k) plan,
medical and life insurance and other benefits.
Finally, the compensation committee reviews the possible effect on Juno
of the limitations on deductibility of executive compensation under Section
162(m) of the Internal Revenue Code. The compensation committee does not
believe that such section will be applicable to Juno in the foreseeable future
but will review Juno's compensation practices as circumstances warrant.
Compensation Committee
----------------------
Robert Jaunich II
Mark N. Williamson
<TABLE>
<CAPTION>
Performance Graphs
Comparison of Five-year Cumulative Return
Among Juno Lighting, Inc.,
the NASDAQ Stock Market Index
(U.S. Companies) and the NASDAQ Electrical Component
Stock Index (1)
NASDAQ Stock NASDAQ Electrical
Fiscal Year Juno Lighting, Inc. Market Index(U.S.) Component Index
- ----------------- ------------------- ------------------ ----------------
<S> <C> <C> <C>
11/30/94 100.0 100.0 100.0
11/30/95 89.7 142.5 184.4
11/30/96 89.4 174.6 286.7
11/30/97 113.2 217.5 336.9
11/30/98 140.0 266.6 417.7
11/30/99 70.6 447.6 798.3
(1) Cumulative return assumes reinvestment of dividends. This table
assumes $100.00 was invested in Juno common stock, the NASDAQ Stock
Market Index (U.S. Companies) and the NASDAQ Electrical Component Index
on November 30, 1994.
</TABLE>
<TABLE>
Comparison of Five-year Cumulative Return
Among Juno Lighting, Inc.,
the NASDAQ Stock Market Index
(U.S. Companies) and a Self-Determined Peer Group
Stock Index (2)
NASDAQ Stock Self-Determined
Fiscal Year Juno Lighting, Inc. Market Index(U.S.) Peer Group(3)
- ----------- ------------------- ------------------ -----------------
<S> <C> <C> <C>
11/30/94 100.0 100.0 100.0
11/30/95 89.7 142.5 118.5
11/30/96 89.4 174.6 156.2
11/30/97 113.2 217.5 194.4
11/30/98 140.0 266.6 172.7
11/30/99 70.6 447.6 142.4
(2) Cumulative return assumes reinvestment of dividends. This table
assumes $100.00 was invested in Juno common stock, the NASDAQ Stock
Market Index (U.S. Companies) and the Self-Determined Peer Group
on November 30, 1994.
(3) The nine companies in the Self-Determined Peer Group are: Advanced
Lighting Technologies Inc., Catalina Lighting Inc., Cooper Industries
Inc., Genlyte Group Inc., Hubbell Inc., LSI Industries Inc., National
Service Industries Inc., SLI Inc. and US Industries Inc.
</TABLE>
<PAGE 12>
The stock price performance depicted in the above performance graphs is not
necessarily indicative of future price performance. These performance graphs
shall not be deemed to be incorporated by reference in any filing by the
Company under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The second performance
graph is presented because Juno believes the companies in the Self-Determined
Peer Group have business operations that are more comparable to Juno's than
the companies in the NASDAQ Electrical Component Index.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Juno's officers and directors,
and persons who own more than 10% of Juno's common stock, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission. Officers, directors and greater-than-10% beneficial
owners are required to furnish Juno with copies of all Section 16(a) forms
they file. Based solely upon a review of the copies of the forms furnished to
Juno and/or written representations from certain reporting persons that no
other reports were required, Juno believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater-than-10%
beneficial owners during or with respect to the year ended November 30, 1999
were met.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Juno has selected PricewaterhouseCoopers, LLP ("PWC") as its principal
independent auditors for the current fiscal year. PWC has served in that
capacity for the past eight fiscal years.
A representative of PWC is expected to be present at the annual meeting
and will be offered the opportunity to make a statement, if desired, and will
be available to respond to appropriate questions. Juno has been advised by
PWC that no member of the firm has or had any financial interest, either
direct or indirect, in Juno or any of its subsidiaries during the time period
that it has served in the capacity of independent auditors for Juno, and that
it has no connection with Juno or any of its subsidiaries in any capacity
other than as public accountants.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this document. These forward-
looking statements are subject to risks and uncertainties, and there can be no
assurance that such statements will prove to be correct. In some cases, you
can identify forward-looking statements by terminology such as "may", "will",
"should", "plans", "believes", "anticipates", "expects" and "intends", or the
negative of such terms and similar terminology. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those projected. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof.
We are not required to release publicly the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of anticipated events.
PROPOSALS BY JUNO STOCKHOLDERS
Any proposals of Juno stockholders intended to be presented at Juno's
next annual meeting of Juno stockholders should be addressed to Juno's
Secretary, 1300 South Wolf Road, P.O. Box 5065, Des Plaines, Illinois
60017-5065, and must be received a reasonable time before Juno begins to
print and mail its proxy materials for such annual meeting.
Juno's advance notice bylaw provides guidelines for stockholder proposals
that are submitted outside the processes of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended. If you would like a copy of
Juno's bylaws, we will furnish one without charge upon written request to the
Secretary of Juno at the address of Juno's executive offices.
OTHER MATTERS
As of the date of this proxy statement, the Juno board knows of no
matters that will be presented for consideration at the annual meeting other
than as described in this proxy statement. If any other matters shall
properly come before either the annual meeting or any adjournments or
postponements thereof to be voted upon, the enclosed proxies will be deemed to
confer discretionary authority on the individuals named as proxies therein to
vote the shares represented by such proxies as to any such matters. The
persons named as proxies intend to vote or not to vote in accordance with the
recommendation of the board of directors of Juno.
By Order of the Board of Directors
Joel W. Chemers
Secretary
Des Plaines, Illinois
March 21, 2000
<PAGE 13>
Juno Lighting, Inc.
1300 South Wolf Road
P.O. Box 5065
Des Plaines, IL 60017-5065
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Glenn R. Bordfeld and George J. Bilek, or
either of them, with full power of substitution (the action of one, if only
one be present and acting, to be in any event controlling), as proxies to
represent the undersigned at the Annual Meeting of Stockholders of Juno
Lighting, Inc. to be held on April 25, 2000, and at any and all adjournments
thereof, and to vote all shares which the undersigned would be entitled to
vote thereat.
COMMENTS: (change of address)
Election of Directors, Nominees: ---------------------------
---------------------------
Robert Jaunich II, Mark N. Williamson
Glenn R. Bordfeld, Daniel DalleMolle ---------------------------
---------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your proxy will be voted in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
(SEE REVERSE SIDE)
<PAGE 14>
Please mark your votes
/X/ as in this example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR proposal 1.
The Board of Directors recommends a vote FOR proposal 1.
FOR WITHHELD
1. Election of Directors
(see reverse) / / / /
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
2. In their discretion on any other matters that may properly come
before the meeting.
Change of Address/
Comments on Reverse Side. / /
Please mark this box if
you will personally be
attending the meeting / /
Please date and sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
----------------------------------------------
----------------------------------------------
SIGNATURE(S) DATE 2000
