<PAGE>
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
The Genlyte Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Merrill Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / 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:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE GENLYTE GROUP INCORPORATED
100 LIGHTING WAY
SECAUCUS, N.J. 07096
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1994
-----------
March 14, 1994
To Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Genlyte Group Incorporated ("Genlyte") will be held at Genlyte's principal
executive offices, 100 Lighting Way, Secaucus, New Jersey 07096 on Friday, April
29, 1994 at 10:00 AM, local time, for the following purposes:
(1) to elect three members of the Board of Directors; and
(2) to transact such other business as may properly come before the meeting
and any adjournments or postponements thereof.
Stockholders of record at the close of business on March 2, 1994 are
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY FURTHER
SOLICITATION EXPENSE. There is enclosed with the Proxy an addressed envelope for
which no postage is required if mailed in the United States.
By Order of the Board of Directors,
DONNA R. RATLIFF
SECRETARY
<PAGE>
THE GENLYTE GROUP INCORPORATED
100 LIGHTING WAY
SECAUCUS, N.J. 07096
--------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1994
-----------
March 14, 1994
-------------------
PROXY STATEMENT
-------------------
INTRODUCTION
The Annual Meeting of Stockholders (the "Annual Meeting") of The Genlyte
Group Incorporated ("Genlyte") will be held on April 29, 1994 at Genlyte's
principal executive offices, 100 Lighting Way, Secaucus, New Jersey 07096, at
10:00 AM, local time, for the purposes set forth in the accompanying notice.
This proxy statement and the accompanying form of proxy are being furnished in
connection with the solicitation by Genlyte's Board of Directors of proxies to
be voted at such meeting and at any and all adjournments or postponements
thereof.
This proxy statement and accompanying form of proxy are first being sent to
stockholders on or about March 14, 1994.
ACTION TO BE TAKEN UNDER THE PROXY
All proxies properly executed, duly returned and not revoked will be voted
at the Annual Meeting (including any adjournments or postponements thereof) in
accordance with the specifications therein, or, if no specifications are made,
will be voted FOR the nominees to the Board of Directors named in this proxy
statement and listed in the accompanying form of proxy.
If a proxy in the accompanying form is executed and returned, it may
nevertheless be revoked at any time prior to the exercise thereof by executing
and returning a proxy bearing a later date, by giving notice of revocation to
the Secretary of Genlyte, or by attending the Annual Meeting and voting in
person.
ELECTION OF DIRECTORS
The Board of Directors of Genlyte currently consists of Avrum I. Drazin
(Chairman), Glenn W. Bailey, Robert B. Cadwallader, David M. Engelman, Fred
Heller, Frank Metzger and Larry K. Powers. Each of the directors elected at the
Annual Meeting will hold office for a term ending at the Annual Meeting of
Stockholders to be held in April of 1997 and until his successor has been duly
elected and qualified. Messrs. David M. Engelman and Fred Heller and Dr. Frank
Metzger have been nominated to the Board of Directors for reelection at the
Annual Meeting.
If, for any reason, Messrs. Engelman or Heller or Dr. Metzger are not
candidates when the election occurs, which is not anticipated, it is intended
that the proxies will be voted for the election of a substitute nominee
designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS.
<PAGE>
Information about the nominees for election as directors and incumbent
directors, including biographical and employment information, is set forth
below.
<TABLE>
<S> <C>
NOMINEES FOR ELECTION AS DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------
David M. Engelman (61)..................... Mr. Engelman was elected a Director of Genlyte at the December 1993 meeting of
the Board of Directors. This appointment took effect on January 1, 1994. Mr.
Engelman had been employed by General Electric since 1954 and held a variety of
general management positions. He was elected as a Vice President of General
Electric in 1982 and most recently was in charge of international electrical
distribution operations. Mr. Engelman is a member of the Board of Directors of
The Mayer Electric Supply Company, Incorporated.
Fred Heller (69)........................... Mr. Heller was Chairman of the Board of Genlyte from July 1989 until December
1993, when he resigned as Chairman but retained his position as a Director of
Genlyte and holds the honorary title of Chairman Emeritus. He served as
President of Genlyte from its incorporation in January 1985 until July 1989 and
served as acting President of Genlyte from January 1991 to August 1991. From
August 1981 to September 1985, Mr. Heller was President and Chief Executive
Officer of Lightolier. Mr. Heller is a member of the Board of Directors of
Concord Fabrics, Inc. He is Chairman of the Nominating Committee of the Gen-
lyte Board of Directors.
Frank Metzger (65)......................... Dr. Metzger was elected a Director of Genlyte at the January 1985 meeting of the
Genlyte Board of Directors. Dr. Metzger has been President of Metzger &
Company, management consultants, since June 1988. He served as Senior Vice
President-Administration for Bairnco Corporation ("Bairnco") from July 1986
until his retirement from Bairnco in May 1988 and Vice President-Administration
for Bairnco from its organization in 1981 until June 1986. Bairnco was
Genlyte's corporate parent until Genlyte was spun-off to Bairnco's shareholders
on August 8, 1988. Dr. Metzger served as Vice President-Administration for
Keene Corporation ("Keene") from September 1976 to December 1980. He is
Chairman of the Compensation Committee and a member of the Audit Committee of
the Genlyte Board of Directors.
INCUMBENT DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------
Glenn W. Bailey (68)....................... Mr. Bailey was Chairman of the Board of Genlyte from its incorporation in January
1985 until July 1989, when he resigned as Chairman but retained his position as
a Director of Genlyte. He was Chairman and President of Bairnco from its
incorporation in January 1981 until May 1990, when he resigned as Chairman and
President. Mr. Bailey is currently Chairman of the Board of Directors and
President of Keene. Mr. Bailey was the founder of Keene in 1967 and has served
as Chairman since that time. Mr. Bailey is a member of the Board of Directors
of Kaydon Corporation. He is a member of the Compensation and Nominating
Committees of the Genlyte Board of Directors.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
INCUMBENT DIRECTORS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------
Robert B. Cadwallader (64)................. Mr. Cadwallader was elected a Director of Genlyte at the January 1985 meeting of
the Genlyte Board of Directors. Mr. Cadwallader is currently President of
Cadwallader Company, Inc., a furniture industry consulting firm and President
of Cadwallader Fabrics Inc., a textile industry consulting and agency concern.
Mr. Cadwallader was President of Cadwallader and Sangiorgio Associates, a
manufacturer of office furniture, from October 1986 until September 1989. From
November 1983 to March 1985, he served as Vice Chairman of SunarHauserman, a
manufacturer of movable partitions, fabrics and systems. During the same period
he served as Director of Hauserman, Inc., the parent corporation of
SunarHauserman, Inc. From September 1978 to November 1983, he was Chairman and
Chief Executive Officer of Sunar, Inc., a manufacturer of furniture fabrics and
systems. Mr. Cadwallader is Chairman of the Audit Committee and is a member of
the Compensation Committee of the Genlyte Board of Directors.
Avrum I. Drazin (65)....................... Mr. Drazin was elected Chairman of the Board of Genlyte in January 1994 and has
served as a Director of Genlyte since January 1991. Mr. Drazin served as
President of Genlyte from February 1992 until December 1993 and has served as
President of Canlyte, a wholly owned subsidiary of Genlyte, since its
incorporation in July 1984. He served as President of Lightolier Canada from
January 1965 until June 1984.
Larry K. Powers (51)....................... Mr. Powers was appointed President of Genlyte in January 1994 and has served as a
Director since July 1993. He has held a variety of sales, marketing and general
management positions in the lighting industry. From September 1979 until April
1989, Mr. Powers was President of Hadco/Craftlite. Hadco/Craftlite was acquired
by a predecessor of Genlyte in July 1983. Mr. Powers then served as President
of the HID/ Outdoor Division of Genlyte from May 1989 until June 1993. From
July 1993 to December 1993, he served as President of Genlyte U.S. Operations
and Executive Vice President of Genlyte.
</TABLE>
BOARD AND COMMITTEE MEETINGS
During 1993, Genlyte's Board of Directors met twelve (12) times for regular
meetings and three times for special meetings. In addition, management confers
frequently with its directors on an informal basis to discuss company affairs.
During 1993, each of the directors attended at least 75 percent of the meetings
of the Board and the Board Committees of which such director was a member.
The Board has established standing Audit, Compensation and Nominating
Committees. The Board has established the Audit Committee to recommend the firm
to be appointed as independent accountants to audit Genlyte's financial
statements and to perform services related to the audit, review the scope and
results of the audit with the independent accountants, and consider the adequacy
of the internal accounting and control procedures of Genlyte. Members of this
committee are Dr. Metzger and Mr. Cadwallader, with Mr. Cadwallader serving as
Chairman. During 1993, the Audit Committee met twice.
The Compensation Committee reviews and recommends the compensation
arrangements for all executive officers, approves such arrangements for other
senior level employees, and administers and takes such other action as may be
required in connection with certain compensation plans of Genlyte and its
operating subsidiaries. Members of the Compensation Committee are Messrs. Bailey
and Cadwallader and Dr. Metzger, with Dr. Metzger serving as Chairman. During
1993 the Compensation Committee met three times.
The Nominating Committee reviews and recommends to the Board of Directors
the appropriate size and composition of the Board of Directors as well as the
Boards of Directors of Genlyte's various subsidiaries. The Nominating Committee
will not consider recommendations from Genlyte's stockholders; the Committee
believes it has sufficient resources and contacts to fulfill its obligations
without considering such stockholder recommendations. Members of the Nominating
Committee are Messrs. Heller and Bailey, with Mr. Heller serving as Chairman.
3
<PAGE>
COMPENSATION OF DIRECTORS
Each director, other than any director employed by Genlyte, which for
purposes of this section does not include employees of its subsidiaries,
receives $2,000 and the Chairman of the Board receives $3,000 for each Board
meeting attended and each committee meeting attended on a day on which the Board
of Directors does not meet. Directors employed by Genlyte are not paid any fees
or additional compensation for services rendered as members of the Board or any
of its committees.
Mr. Heller has been engaged as a consultant to Genlyte through June 30,
1994, subject to earlier termination at the election of either Mr. Heller or
Genlyte. Pursuant to the engagement, Mr. Heller served an aggregate of 75 days
during the twelve months ended December 31, 1993 and will serve an aggregate of
up to 25 days during the six months ending June 30, 1994. Mr. Heller receives
$2,000 per day under the terms of the consulting agreement. He provides advice
and consultation to Genlyte on such matters as are requested by the President
and Board of Directors of Genlyte. Mr. Heller earned $150,000 under this
consulting agreement during 1993.
COMPENSATION COMMITTEE INSIDER PARTICIPATION
As noted above, Messrs. Glenn W. Bailey and Robert B. Cadwallader and Dr.
Frank Metzger served as members of the Board's Compensation Committee during
1993. Mr. Bailey was Chairman of the Board of Directors of Genlyte from its
incorporation in 1985 until July 1989. Mr. Cadwallader and Dr. Metzger
periodically provide consulting services to Genlyte. During 1993, Mr.
Cadwallader earned $15,000 and Dr. Metzger earned $42,280 for such consulting
services.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
NUMBER OF SHARES OUTSTANDING AND RECORD DATE
Only holders of record of Genlyte Common Stock, par value $.01 per share
("Genlyte Common Stock"), at the close of business on March 2, 1994 are entitled
to notice of, and to vote at, the Annual Meeting. Holders of Genlyte Common
Stock are entitled to one vote for each share held on the matters properly
presented at the Annual Meeting.
On March 2, 1994, there were 12,833,674 shares of Genlyte Common Stock
issued and outstanding. The holders of a majority of the shares entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business at the Annual Meeting. A plurality of the votes
present in person or represented by proxy at the Annual Meeting is required to
elect directors.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Genlyte Common Stock by the only person (other than Glenn W. Bailey
as discussed below) known to Genlyte to be the beneficial owner of more than 5%
of the issued and outstanding Genlyte Common Stock as of March 2, 1994:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OWNERSHIP OF COMMON PERCENT OF
OF BENEFICIAL OWNER STOCK CLASS
- -------------------------------------------------------------------------------- ------------------- -------------
<S> <C> <C>
FMR Corp........................................................................ 1,502,300(1) 11.7%
82 Devonshire Street
Boston, Massachusetts 02109
<FN>
- ----------
(1) According to the Schedule 13G furnished to Genlyte by FMR Corp., FMR Corp.
is a holding company and has sole power to vote and to dispose of 217,300
of such shares through (a) its control of its wholly-owned subsidiary,
Fidelity Management Trust Company, the beneficial owner of 133,100 of such
shares, (b) its control of its wholly-owned subsidiary, Fidelity Management
& Research Company ("FMRC"), which acts as an investment advisor to several
investment companies, including American Values IV, the owner of 51,000 of
such shares, and Domestic Values Fund, the owner of 33,200 of such shares.
The Schedule 13G also reports that Edward C. Johnson 3rd, Chairman of FMR
Corp., and FMR Corp. each has sole power to dispose of the balance of the
1,502,300 shares reported through FMRC's acting as investment advisor to
certain other funds, including Fidelity Capital Appreciation Fund, the
owner of 1,280,000 of such shares. The power to vote the shares held by
such funds resides with the funds' Boards of Trustees.
</TABLE>
4
<PAGE>
The following table presents information regarding beneficial ownership of
Genlyte Common Stock by each member of the Board of Directors, the Named
Officers (defined below), and by all directors and executive officers of Genlyte
as a group as of March 2, 1994.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF
GENLYTE COMMON PERCENT OF
NAME STOCK CLASS
- -------------------------------------------------------------------------------- ------------------- -----------
<S> <C> <C>
Glenn W. Bailey................................................................. 1,420,000(1) 11.1%
757 Third Avenue, New York, NY 10017
Avrum I. Drazin................................................................. 140,774(2) 1.1%
Fred Heller..................................................................... 134,000(3) 1.0%
Frank Metzger................................................................... 130,250(4) 1.0%
Larry K. Powers................................................................. 25,243(5) (6)
Robert B. Cadwallader........................................................... 10,300(7) (6)
David M. Engelman............................................................... 5,000(8) (6)
David A. Marshall............................................................... 34,800(9) (6)
Zia Eftekhar.................................................................... 33,956(10) (6)
All directors and executive officers as a group (10 persons including those
named)........................................................................ 1,958,842(11) 15.3%
<FN>
- ----------
(1) Includes 210,000 shares of Genlyte Common Stock owned by Mr. Bailey's
spouse as to which Mr. Bailey disclaims beneficial ownership and 10,000
shares of Genlyte Common Stock subject to options.
(2) Includes 1,000 shares of Genlyte Common Stock owned by Mr. Drazin's spouse
as to which Mr. Drazin disclaims beneficial ownership and 10,000 shares of
Genlyte Common Stock subject to options.
(3) Includes 50,000 shares of Genlyte Common Stock owned by Mr. Heller's spouse
as to which Mr. Heller disclaims beneficial ownership.
(4) Includes 25,000 shares of Genlyte Common Stock owned by Dr. Metzger's
spouse as to which Dr. Metzger disclaims beneficial ownership and 10,000
shares of Genlyte Common Stock subject to options.
(5) Includes 14,000 shares of Genlyte Common Stock subject to options and 6,243
shares of Genlyte Common Stock purchased through the Genlyte Employees'
Savings Plan.
(6) The percentage of shares owned by such director does not exceed 1% of the
issued and outstanding Genlyte Common Stock.
(7) Includes 10,000 shares of Genlyte Common Stock subject to options.
(8) All shares of Genlyte Common Stock are owned by Mr. Engelman's spouse as to
which Mr. Engelman disclaims beneficial ownership.
(9) Includes 8,000 shares of Genlyte Common Stock subject to options.
(10) Includes 16,000 shares of Genlyte Common Stock subject to options and 7,456
shares of Genlyte Common Stock purchased through the Genlyte Employees'
Savings Plan.
(11) Includes an aggregate of 296,000 shares of Genlyte Common Stock owned by
the spouses of certain of Genlyte's executive officers and directors as to
which each such executive officer or director disclaims beneficial
ownership, 83,200 shares of Genlyte Common Stock subject to options, and
17,793 shares of Genlyte Common Stock purchased through the Genlyte
Employees' Savings Plan.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was comprised during
fiscal 1993 of Messrs. Glenn W. Bailey, Robert B. Cadwallader, and Dr. Frank
Metzger, with Dr. Metzger serving as Chairman. All Committee members are outside
directors. The Committee reviews and recommends the compensation arrangements
for all executive officers, approves such arrangements for other senior level
employees, and administers and takes such other actions as may be required in
connection with certain compensation plans of Genlyte and its operating
subsidiaries. All decisions by the Compensation Committee relating to the
compensation of Genlyte's executive officers are reviewed by the full Board of
Directors.
5
<PAGE>
The Compensation Committee has prepared the following report with respect to
executive compensation at Genlyte.
COMPENSATION PHILOSOPHY
Genlyte's compensation philosophy is to provide competitive pay for
competitive performance and superior pay for superior performance. Genlyte seeks
to ensure that its executive compensation programs and policies relate to and
support its overall objective to enhance stockholder value through the
profitable management of its operations. To achieve this goal, the following
objectives serve as guidelines for compensation decisions:
- Provide a competitive total compensation framework that enables
Genlyte to attract, retain and motivate key executives who will
contribute to Genlyte's success;
- Ensure that compensation programs are linked to performance on
both an individual and operating unit level; and
- Align the interests of employees with the interests of
stockholders by encouraging employee stock ownership.
COMPONENTS OF COMPENSATION
Genlyte's compensation philosophy is engendered by a combination of cash and
equity-based compensation as follows:
- A performance management system that relates individual base
salary increases to a formal process in which individual
performance is reviewed, discussed and evaluated.
- Short-term incentive programs that provide executives with the
opportunity to add substantial variable compensation to their
base salaries each year through attainment of specific,
measurable goals intended to encourage high levels of
organizational performance and superior achievement of
individual objectives.
- Long-term incentive opportunities in the form of stock options
in which rewards are linked directly to stockholder gains.
For fiscal year 1993, Genlyte's compensation programs consisted of:
BASE SALARY
Salary pay levels are competitively positioned at Genlyte. The Compensation
Committee uses commercially published surveys prepared by established
compensation consulting firms to evaluate the extent to which base compensation
levels are positioned relative to the range that is generally paid to executives
having similar levels of experience and responsibility at companies of
comparable size and complexity. Data is drawn from the electric lighting
equipment and supply industry as well as general industry survey data.
Consideration is also given, in part, to other factors such as individual
performance and potential.
SHORT-TERM INCENTIVE PLAN
Genlyte believes that results are the single most important measure of
business success and therefore, rewards the achievement of those results with
incentive compensation. Accordingly, executives and key employees are afforded
an opportunity to earn substantial variable compensation each year in addition
to their base salaries through participation in the Management Incentive
Compensation (MIC) Program. This program combines elements of profit sharing, in
which total management performance is rewarded only to the extent also realized
by stockholders as measured in Earnings Per Share (EPS), Earnings Before
Interest and Taxes (EBIT), and Return on Capital Employed (ROCE), and in terms
of individual performance, as measured by achievement of specific, measurable
goals established by participants and approved by management.
The calculation of MIC award funding is formula-driven based on achievement
of earnings as measured by specific financial milestones in order to determine
whether or not any given operating unit is eligible to receive MIC in any
particular year. These formulas are, in every case, based on profit or
profit-related objectives which have been reviewed and approved by the Board of
Directors at the beginning of each year. By policy, the level of funding which
results from these formulas cannot be modified and the payout of awards is
limited to 15 percent of Genlyte's
6
<PAGE>
pre-tax net earnings. In order to maximize results, objectives are typically
established at a level of performance above what would normally be expected.
Consideration is also given to past financial performance as a means to ensure
that consistent and sustained business results are achieved.
Actual individual MIC awards are dependent upon three factors: (1) the
requirement that stated objectives be met by both individual participants and
their operating units; (2) the relative success and extent to which those
objectives are achieved; and (3) the participant's relative level within the
organization as determined annually according to policy guidelines.
Each year, the Compensation Committee and the Board of Directors review and
approve the renewal of the MIC Program, related policies, and all recommended
MIC awards.
LONG-TERM INCENTIVES
Genlyte believes that the interests of stockholders and executives become
more closely aligned when such executives are provided an opportunity to acquire
a proprietary interest through ownership of its Common Stock. Through the 1988
Genlyte Stock Option Plan, officers and key employees are granted options to
purchase Genlyte Stock and maintain significant share ownership within the
parameters of the program. Most grants are exercisable in installments
commencing two years after the date of grant. The exercise price of options is
set, and has at all times in the past been set, at the market price or book
value, whichever is higher.
In December 1992, a "performance-vested" stock option approach was developed
with respect to particular options granted to certain executives. Such options
are designed to provide added compensation for superior performance and are
exercisable only upon achievement of specified EPS goals as approved by the
Compensation Committee and the Board of Directors in December 1992. For fiscal
year 1993, the required operating milestones were achieved and therefore, the
Board approved initial exercise of 20 percent of those options.
BENEFITS
Genlyte's executive officers participate in the same pension, health and
benefit programs that are generally available to other employees who are not the
subject of collective bargaining agreements. There are no special executive
officer plans with the exception of a now inactive Supplemental Employee
Retirement Plan in which three long-term executive officers still participate.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Drazin was appointed to the position of Chief Executive Officer in
February 1992 at a salary of $280,000 per annum. In conjunction with this
appointment, he was granted a stock option of 40,000 shares. In addition, he
holds an option for 10,000 shares granted to him in September 1990 and a
"performance-vested" stock option of 50,000 shares granted in December 1992.
Overall, Mr. Drazin has an aggregate total of 100,000 option shares. The stock
options granted to Mr. Drazin are consistent with the overall design of the
option program. Mr. Drazin did not exercise any stock options in 1993.
Under the provisions of the Genlyte Management Incentive Compensation Plan,
Mr. Drazin received $54,600 in incentive compensation for 1993. This award
recognized a significant improvement in the EPS over prior year, as well as the
achievement of Mr. Drazin's personal objectives.
Mr. Drazin also participates in the Canadian pension plan and the
Supplemental Employee Retirement Plan.
In summary, the Compensation Committee continued its policy in fiscal year
1993 of linking executive compensation to Genlyte performance. The inevitable
outcome of this process is that stockholders are assured of receiving a fair
return on their investment while executives are rewarded in an appropriate
manner for meeting or exceeding performance objectives. The Committee believes
that Genlyte's compensation levels adequately reflect its philosophy of
providing competitive pay for competitive performance and superior pay for
superior performance. Likewise, the Committee believes that Genlyte's executive
compensation programs and policies are supportive of its overall objective to
enhance stockholder value through the profitable management of its operations.
Frank Metzger, Chairman
Glenn W. Bailey
Robert B. Cadwallader
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning annual, long-term and
other compensation for services in Genlyte of those persons who were, on
December 31, 1993, Genlyte's (i) chief executive officer and (ii) other four
most highly compensated executive officers (together, the Named Officers):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION STOCK
NAME AND ------------------------------------------ RESTRICTED OPTIONS (#
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OTHER($)(2) STOCK AWARDS($) SHARES)
- ----------------------------- --------- -------------- ------------ ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Fred Heller.................. 1993 0 0 42,000(3) 0 0
Chairman of the Board 1992 152,308(5) 0 18,000(3) 0 10,000
1991 279,135 0 -- -- 0
Avrum I. Drazin.............. 1993 280,000 54,600 0 0 0
President & CEO 1992 242,928 0 0 0 90,000
1991 -- -- -- -- --
Larry K. Powers.............. 1993 199,423 67,850 0 0 45,000
President, Genlyte U.S./ 1992 158,077 50,000 0 0 20,000
Exec. V.P.-Genlyte 1991 155,000 50,000 -- -- 0
Zia Eftekhar................. 1993 165,000 0 0 0 0
President, Lightolier U.S. 1992 158,077 0 0 0 50,000
1991 145,000 0 -- -- 0
David A. Marshall............ 1993 144,846 0 6,000(8) 0 0
President, DFT 1992 130,673 0 54,751(9) 0 20,000
1991 125,000 0 -- -- 0
<CAPTION>
NAME AND LONG-TERM ALL OTHER
PRINCIPAL POSITION INCENTIVES($) COMPENSATION($)(2)
- ----------------------------- ----------------- --------------------
<S> <C> <C>
Fred Heller.................. 0 440,388(4)
Chairman of the Board 0 293,492(6)
-- --
Avrum I. Drazin.............. 0 12,621(7)
President & CEO 0 13,354(7)
-- --
Larry K. Powers.............. 0 0
President, Genlyte U.S./ 0 0
Exec. V.P.-Genlyte -- --
Zia Eftekhar................. 0 13,773(7)
President, Lightolier U.S. 0 11,511(7)
-- --
David A. Marshall............ 0 0
President, DFT 0 0
-- --
<FN>
- ----------
(1) Incentive awards under Genlyte's Management Incentive Compensation Plan.
(2) In accordance with the transition provisions applicable to the revised
rules on executive officer and director compensation disclosure adopted by
the Securities and Exchange Commission, as informally interpreted by the
Commission's Staff, amounts to Other Annual Compensation and All Other
Compensation are excluded for Genlyte's 1991 fiscal year.
(3) Director's fees.
(4) Represents (i) amounts received during 1993 with respect to Genlyte's
pension plan ($78,344), the Supplemental Employee Retirement Plan
($118,726), and consulting fees ($150,000), and (ii) 1993 service and
interest expense accrual for the Supplemental Employee Retirement Plan
benefit ($93,318).
(5) Reflects six months of base salary through June 30, 1992.
(6) Represents (i) amounts received during 1992 with respect to Genlyte's
pension plan ($39,172), the Supplemental Employee Retirement Plan
($59,363), and consulting fees ($100,000), and (ii) 1992 service and
interest expense accrual for Supplemental Employee Retirement Plan benefit
($94,957).
(7) Represents service and interest expense accrual for Supplemental Employee
Retirement Plan benefit.
(8) Represents an income tax gross-up for relocation.
(9) Represents expenses for relocation and related fees ($36,301) and
associated income tax gross-up ($18,450).
</TABLE>
8
<PAGE>
OPTION GRANTS
Shown below is further information on grants of stock options pursuant to
the 1988 Stock Option Plan during the fiscal year ended December 31, 1993 to the
Named Officers reflected in the Summary Compensation Table. No stock
appreciation rights were granted under that Plan during fiscal 1993.
OPTION GRANTS IN FISCAL 1993
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ----------------------------------------------------------------------------------- ANNUAL RATES OF
% OF TOTAL RETURN OF STOCK PRICE
OPTIONS APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEE IN BASE PRICE EXPIRATION ---------------------------------
NAME GRANTED(2) FISCAL YEAR (PER SHARE) DATE 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Larry K. Powers............... 20,000(3) 11.3% $ 4.5600 05/25/98 $ 0 $ 25,197 $ 55,679
25,000(3) 14.1% $ 4.5600 07/01/98 $ 0 $ 31,496 $ 69,598
<FN>
- ----------
(1) Realizable value is presented net of option exercise price, but before
taxes associated with exercise. These amounts represent assumed compounded
rates of appreciation and exercise of the options immediately prior to the
expiration of their term. Actual gains, if any, are dependent on the future
performance of the Common Stock, overall stock market conditions, and the
optionee's continued employment through the vesting period. The amounts
reflected in this table may not necessarily be achieved.
(2) All options granted to the Named Officers were granted five years prior to
the indicated expiration date. In the event of certain mergers,
consolidations or reorganizations of Genlyte or any disposition of
substantially all the assets of Genlyte or any liquidation or dissolution
of Genlyte, then in most cases all outstanding options not exercisable in
full shall be accelerated and become exercisable in full for a period of 30
days. In addition, in the event of certain changes in control of Genlyte or
of its Board of Directors, then any outstanding option not exercisable in
full shall in most cases be accelerated and become exercisable in full for
the remaining term of the option.
(3) Exercisable at the rate of 50% per year commencing two years after the date
of grant.
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to the unexercised options to
purchase Genlyte's Common Stock granted in fiscal 1993 and prior years under
Genlyte's 1988 Stock Option Plan to the Named Officers and held by them at
December 31, 1993. None of the Named Officers exercised any stock options during
fiscal 1993.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTIONS VALUE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
OPTIONS AT 12/31/93
SHARES ACQUIRED ON --------------------------
NAME EXERCISE VALUE REALIZED($) EXERCISABLE/UNEXERCISABLE
- ---------------------------------- ----------------------- ------------------- --------------------------
<S> <C> <C> <C>
Fred Heller....................... 0 0 0/10,000
Avrum I. Drazin................... 0 0 10,000/90,000
Larry K. Powers................... 0 0 10,000/65,000
Zia Eftekhar...................... 0 0 10,000/50,000
David A. Marshall................. 0 0 5,000/20,000
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS
AT 12/31/93(1)
--------------------------
NAME EXERCISABLE/UNEXERCISABLE
- ---------------------------------- --------------------------
<S> <C>
Fred Heller....................... $0/$0
Avrum I. Drazin................... $0/$0
Larry K. Powers................... $0/$0
Zia Eftekhar...................... $0/$0
David A. Marshall................. $0/$0
<FN>
- ----------
(1) Based upon the 12/31/93 closing price of $3.625 for Genlyte stock on the
NASDAQ National Market System.
</TABLE>
9
<PAGE>
RETIREMENT PLAN
Substantially all of Genlyte's employees who are employed in the United
States and who are not represented by a collective bargaining unit become
participants in a qualified noncontributory defined benefit pension plan (the
"Plan") on the January 1st following their date of hire. Each of the Named
Officers is a participant in the Plan except Mr. Drazin, who is a participant in
a Canadian Pension Plan. During 1993, Mr. Drazin's Canadian pension plan was
amended to provide him with an additional benefit of $25,000 (Canadian) and to
allow him to defer receipt of retirement benefits beyond his normal retirement
date.
The following table (**) presents information regarding estimated annual
benefits payable upon normal retirement at age 65 in the form of a single life
annuity to persons in specified remuneration and years of service
classifications:
<TABLE>
<CAPTION>
YEARS OF SERVICE AT RETIREMENT
-------------------------------------------------------
AVERAGE COMPENSATION AT RETIREMENT 10 15 20 25 OR MORE
- ----------------------------------------------------------------- --------- --------- --------- -----------
5
---------
<S> <C> <C> <C> <C> <C>
$ 50,000......................................................... $ 3,674 $ 7,348 $ 11,022 $ 14,696 $ 18,370
100,000......................................................... 8,624 17,247 25,871 34,494 43,118
200,000(1)...................................................... 13,624 27,247 40,871 54,494 68,118
300,000(1)...................................................... 13,624 27,247 40,871 54,494 68,118
400,000(1)...................................................... 13,624 27,247 40,871 54,494 68,118
500,000(1)...................................................... 13,624 27,247 40,871 54,494 68,118
<FN>
- ----------
(**) The amounts reflected in the table under the heading "Years of Service at
Retirement" are based on the formula which became effective July 1, 1985.
(1) In accordance with provisions of the Omnibus Budget Reconciliation Act of
1993, effective January 1, 1994, the maximum allowable compensation
permitted in computing a benefit will be $150,000, subject to annual cost
of living increases. For 1994, the maximum allowable compensation as
provided under IRS 401(a)(17) is $150,000. However, any accrued benefit as
of December 31, 1993 which is based on compensation in excess of $150,000
will be protected to the maximum payable by law. In 1993, the limit was
$235,840.
</TABLE>
Remuneration covered by the Plan in a particular year includes (1) that
year's salary (base pay, overtime and commissions), and (2) compensation
received in that year under the Management Incentive Compensation Plan in an
amount up to 50% of the participant's base pay rate as of the December 31
preceding the date of payment. The 1993 remuneration covered by the Retirement
Plan includes, for the recipients thereof, management incentive compensation (up
to such 50% ceiling) paid during 1993 in respect to 1992 awards.
For each of the following Named Officers of Genlyte, the credited years of
service under the Plan, as of December 31, 1993, and the remuneration received
during 1993 covered by the Plan were, respectively, as follows:
Mr. Powers, 13 years of service and $249,423 (as limited by the maximum
allowable compensation provided under IRS 401(a)(17) of $235,840); Mr. Eftekhar,
26 years of service and $165,000; and Mr. Marshall, 3 1/2 years of service and
$144,864. Mr. Marshall was a participant in the Canadian Pension Plan until June
1990. Estimated annual benefits that will be payable upon retirement at normal
retirement age based on the benefit formula in effect prior to January 1, 1989
and maximum allowable compensation of $150,000 are: $67,440 for Mr. Powers,
$67,368 for Mr. Eftekhar, and $64,581 for Mr. Marshall. Mr. Heller is currently
retired with an annual benefit under the Plan of $78,344 and payments received
during 1993 are included in the All Other Compensation column of the Summary
Compensation Table.
10
<PAGE>
The Plan provides an annual normal retirement benefit* at or after age 65
for a participant with 25 years or more of service equal to (i) the
participant's benefit accrued through June 30, 1985 under the Keene Corporation
Retirement Plan (the "Keene Plan"), the Lightolier Incorporated Employees'
Retirement Plan (the "Lightolier Plan"), or the Wide-Lite International
Corporation Pension Plan (the "Wide-Lite Plan"), as applicable, plus (ii)(a) 50%
of the average annual compensation received by the participant during the five
highest paid consecutive years within 10 years prior to retirement (the "Average
Compensation Period"), minus (b) 50% of the participant's primary social
security benefit amount.
Benefits described in (ii) above are reduced proportionately if a
participant has less than 25 years of service at normal retirement and, if the
participant previously participated in the Lightolier Plan or the Wide-Lite
Plan, the benefit is further reduced by the ratio that the participant's years
of service before January 1, 1985 bears to the participant's total years of
service at retirement. The Plan provides a minimum benefit applicable to each
participant equal to 30% of the participant's average annual compensation during
the Average Compensation Period, reduced proportionally if the participant has
less than 25 years of service at normal retirement, and a special additional
minimum benefit applicable only to participants in the Lightolier Plan on June
30, 1985. Certain maximum benefit limitations are incorporated in the Plan.
EMPLOYMENT PROTECTION AGREEMENTS
Genlyte has entered into contracts with a group of key employees, including
Messrs. Drazin, Powers, Eftekhar and Marshall, that become effective if the
employee is employed on the date a change of control (as defined in the
agreement) occurs and that provide each such employee with a guarantee that his
duties, compensation and benefits will generally continue unaffected for two (2)
years following the change of control. In the event that an eligible employee's
employment is terminated without cause by Genlyte or if the employee is
constructively terminated within two (2) years following the change of control,
such employee will receive either (1) the sum of (x) two (2) times the aggregate
amount of his then current base salary, plus (y) two (2) times the average of
his last three (3) annual awards paid under Genlyte's Management Incentive
Compensation Plan plus (z) the present value of any unvested benefits under
Genlyte's qualified plans and the annual cost of the employee's participation in
all employee benefit plans of Genlyte or (ii) if it would result in the employee
receiving a greater net-after tax amount, a lesser amount equal to the amount
that produces the greatest net-after tax amount for the employee. (An employee
will be treated as having been constructively terminated if he quits after being
removed from office or demoted, his compensation or benefits are reduced, his
duties are significantly changed, his ability to perform his duties is
substantially impaired or his place of employment is relocated a substantial
distance from his principal residence.) These agreements will continue in effect
at least until December 31, 1994 and automatically renew for an additional year
as of each January 1 after December 31, 1994, unless Genlyte or the employee
provides sixty (60) days written notice of non-renewal prior to such January 1.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Genlyte's directors and executive officers, and persons who own more than ten
percent of Genlyte's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of Genlyte. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish Genlyte with copies of all Section 16(a) reports they
file.
Based solely on its review of the copies of such forms received by it with
respect to fiscal 1993, Genlyte believes that all filing requirements applicable
to its directors, officers and persons who own more than 10% of Genlyte's Common
Stock have been complied with except that a Form 4 filing for a certain
transaction for 1993 was not filed by Mr. Powers. This deficiency was corrected
with the 1993 Form 5 filing made in February 1994.
- ----------
* This benefit formula is effective for plan years beginning prior to January 1,
1989. For plan years beginning on or after January 1, 1989, the Plan's benefit
formula must be modified pursuant to regulations issued by the Internal Revenue
Service in accordance with the Tax Reform Act of 1986. Final regulations were
issued in this area in September 1993 and Genlyte is currently evaluating what
modifications to the Plan, if any, will be required. Benefits accrued by
participants under the Plan as of December 31, 1988 will not be affected by the
adoption of a new benefit formula.
11
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Arthur Andersen & Co. as Genlyte's principal independent public
accountants for the year 1994.
A representative of Arthur Andersen & Co., the Company's auditors for 1993,
is expected to be present at the Annual Meeting and will have an opportunity to
respond to appropriate questions and make a statement if desired to do so.
1995 PROPOSALS BY HOLDERS OF GENLYTE COMMON STOCK
Any proposal which a stockholder of Genlyte desires to have included in the
proxy statement relating to the 1995 Annual Meeting of Stockholders must be
received by Genlyte at its executive offices by no later than November 14, 1994.
The executive offices of Genlyte are located at 100 Lighting Way, Secaucus, N.J.
07096.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total return on the Common Stock of
Genlyte with the cumulative total return on the NASDAQ Stock Market Index (U.S.
companies)(1) and the Electric Lighting & Wiring Equipment Index (SIC Group
364)(2) from December 31, 1988. The graph assumes the investment of $100 in
Genlyte Common Stock, the NASDAQ Stock Market Index, and the Electric Lighting &
Wiring Equipment Index on December 31, 1988.
- ------------------------
(1) Total return calculations for the NASDAQ Stock Market Index and Genlyte
Stock were performed by the Center for Research in Security Prices, Graduate
School of Business, University of Chicago.
(2) Total return calculation for the Electric Lighting & Wiring Equipment Index
(consisting of approximately 17 companies) was performed by Media General.
12
<PAGE>
EXPENSES AND OTHER MATTERS
EXPENSES OF SOLICITATION
Genlyte will pay the costs of preparing, assembling and mailing this proxy
statement and the material enclosed herewith. Genlyte has requested brokers,
nominees, fiduciaries and other custodians who hold shares of its common stock
in their names to solicit proxies from their clients who own such shares and
Genlyte has agreed to reimburse them for their expenses in so doing.
In addition to the use of the mails, certain officers, directors and other
employees of Genlyte, at no additional compensation, may request the return of
proxies by personal interview or by telephone or telegraph.
OTHER ITEMS OF BUSINESS
The Board of Directors does not intend to present any further items of
business to the meeting and knows of no such items which will or may be
presented by others. However, if any other matter properly comes before the
meeting, the persons named in the enclosed proxy form will vote thereon in such
manner as they may in their discretion determine.
By Order of the Board of Directors,
DONNA R. RATLIFF
SECRETARY
March 14, 1994
13
<PAGE>
THE GENLYTE GROUP INCORPORATED
P R O X Y
ANNUAL MEETING OF STOCKHOLDERS, APRIL 29, 1994
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE GENLYTE GROUP INCORPORATED
The undersigned hereby authorizes and appoints DONNA R. RATLIFF
and WILLY CHANG and each of them, the proxies of the undersigned, with
power of substitution in each, to vote all shares of Common Stock, par
value $.01 per share, of The Genlyte Group Incorporated held of record
on March 2, 1994 by the undersigned at the Annual Meeting of
Stockholders to be held at The Genlyte Group Incorporated, 100
Lighting Way, Secaucus, New Jersey 07096 on April 29, 1994 at 10:00
AM, local time, and at any adjournment thereof on all matters that may
properly come before such meeting.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO CONTRARY
SPECIFICATION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS. PLEASE
MARK BOX / / IN BLACK OR BLUE INK.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
<TABLE>
<S> <C> <C>
Election of FOR ALL NOMINEES LISTED
Directors (EXCEPT AS MARKED TO THE CONTRARY) / /
<CAPTION>
WITHHOLD AUTHORITY
<CAPTION>
TO VOTE FOR ALL NOMINEES / /
</TABLE>
Mr. David M. Engelman Mr. Fred Heller Dr. Frank Metzger
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
...................................................................
Address Change
If you have noted an Address Change, please mark here and make
changes to address
printed below.
Address Change / /
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0614
Please sign exactly as name
appears at the left, joint
owners should each sign.
When signing as attorney,
executor, administrator,
trustee or guardian, give
your full title as such. If
the signer is a
corporation, please sign
full corporate name by duly
authorized officer.
Date: ......................
............................
Signature
............................
Signature
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
