THE GENLYTE GROUP INCORPORATED
100 Lighting Way
Secaucus, N.J. 07096
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on April 27, 1995
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March 15, 1995
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 Thursday,
April 27, 1995 at 10:00 AM, local time, for the following purposes:
(1) to elect two 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 1, 1995 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
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ANNUAL MEETING OF STOCKHOLDERS
to be held on April 27, 1995
March 15, 1995
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PROXY STATEMENT
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INTRODUCTION
The Annual Meeting of Stockholders (the "Annual Meeting") of The Genlyte
Group Incorporated ("Genlyte") will be held on April 27, 1995 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 15, 1995.
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 1998 and until his successor has been duly
elected and qualified. Messrs. Glenn W. Bailey and Larry K. Powers have been
nominated to the Board of Directors for reelection at the Annual Meeting.
If, for any reason, Messrs. Bailey or Powers 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.
Nominees for Election as Directors
<TABLE>
<CAPTION>
<S> <C>
Glenn W. Bailey (69)............ 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 Corporation ("Bairnco") from its
incorporation in January 1981 until May 1990, when he resigned as Chairman and
President. Bairnco was Genlyte's corporate parent until Genlyte was spun off to
Bairnco's shareholders in 1988. Mr. Bailey is currently Chairman of the Board of
Directors and President of Keene Corporation ("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 Nominating
Committee of the Genlyte Board of Directors and was a member of the Compensation
Committee until April 28, 1994, when he resigned from the Committee.
Larry K. Powers (52)............. 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.
Incumbent Directors
Robert B. Cadwallader (65)...... 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 (66)............ 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,
Inc. ("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.
David M. Engelman (62).......... 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
was employed by General Electric from 1954 through 1993 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. He is a member of the Compensation Committee and the Audit
Committee of the Genlyte Board of Directors.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Fred Heller (70)................ 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 Incorporated. Mr.
Heller is a member of the Board of Directors of Concord Fabrics, Inc. He is Chairman
of the Nominating Committee of the Genlyte Board of Directors.
Frank Metzger (66)............... 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 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. Dr. Metzger served as Vice President-Administration for 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.
</TABLE>
Board and Committee Meetings
During 1994, Genlyte's Board of Directors met twelve (12) times for regular
meetings and one time for a special, telephonic meeting. In addition, management
confers frequently with its directors on an informal basis to discuss company
affairs. During 1994, 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 Messrs. Cadwallader and Engelman and Dr. Metzger with Mr.
Cadwallader serving as Chairman. Mr. Engelman was appointed to the Committee in
April 1994. During 1994, the Audit Committee met once.
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.
Cadwallader and Engelman and Dr. Metzger, with Dr. Metzger serving as Chairman.
Mr. Bailey served on the Committee until April 1994, when he resigned from the
Committee and was replaced by Mr. Engelman. During 1994 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. Bailey and Heller, with Mr. Heller serving as Chairman.
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. Directors, excluding employees of Canlyte, Genlyte's
wholly-owned subsidiary, who also serve on the Board of Directors of Canlyte are
compensated for attendance at such meetings at the rate of $2,000 (Canadian) per
Board meeting or for committee meetings held on days other than regular Board
meeting days.
3
<PAGE>
Mr. Heller was engaged as a consultant to Genlyte through June 30, 1994.
Pursuant to the engagement, Mr. Heller served an aggregate of 25 days during the
twelve months ended December 31, 1994. Mr. Heller earned $50,000 during 1994
under the terms of the consulting agreement.
Compensation Committee Insider Participation
As noted above, Messrs. Glenn W. Bailey, Robert B. Cadwallader, David M.
Engelman and Dr. Frank Metzger served as members of the Board's Compensation
Committee during 1994. 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 1994, Mr.
Cadwallader earned $6,000 for consulting services provided to the Lightolier
division and Dr. Metzger earned $2,888 for consulting services provided to
Genlyte and $20,295 for consulting services provided to Lightolier.
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 1, 1995 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 1, 1995, there were 12,731,556 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 persons (other than Glenn W.
Bailey as discussed below) known to Genlyte to be the beneficial owners of more
than 5% of the issued and outstanding Genlyte Common Stock as of March 1, 1995:
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Name and Address Ownership of Percent of
of Beneficial Owner Common Stock Class
----------------- ------------------ ----------
<S> <C> <C>
FMR Corp .................................................... 1,287,100(1) 10.1%
82 Devonshire Street
Boston, Massachusetts 02109
Marvin C. Schwartz .......................................... 1,008,390(2) 7.9%
c/o Neuberger & Berman
605 Third Avenue
New York, NY 10158-3698
</TABLE>
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(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 2,100 of
such shares through its control of its wholly-owned subsidiary, Fidelity
Management Trust Company, the beneficial owner 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
1,287,100 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.
(2) According to the most recent Schedule 13D furnished to Genlyte by Marvin
C. Schwartz, as of September 9, 1994, Mr. Schwartz held sole power to vote
and to dispose of 289,200 of such shares through his personal account in
which he holds 204,200 of such shares and through his management of an
individual account for the benefit of a partner of Neuberger & Berman with
respect to 85,000 of such shares. The Schedule 13D also reports 188,490
shares owned by the Neuberger & Berman Profit Sharing Trust (the "Plan")
of which Marvin C. Schwartz is co-trustee. The power to vote and dispose
of the shares held by such funds is shared with the Plan's trustees. In
addition, 530,700 shares are held in several accounts for the benefit of
Mr. Schwartz' family. Mr. Schwartz is the beneficial owner of such shares
based on his discretionary and shared dispositive power over such
accounts.
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 1, 1995.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership
of Genlyte Percent of
Name Common Stock Class
------ ------------------ ----------
<S> <C> <C>
Glenn W. Bailey.............................................. 1,435,000(1) 11.3%
757 Third Avenue, New York, NY 10017
Robert B. Cadwallader........................................ 10,300(2) *
Avrum I. Drazin.............................................. 170,774(3) 1.3%
Zia Eftekhar................................................. 47,152(4) *
David M. Engelman............................................ 7,500(5) *
Charles M. Havers............................................ 894 *
Fred Heller.................................................. 139,000(6) 1.1%
Frank Metzger................................................ 145,750(7) 1.1%
Dennis W. Musselman.......................................... 187 *
Larry K. Powers.............................................. 28,537(8) *
All directors and executive officers as a group
(12 persons including those named)......................... 2,015,118(9) 15.8%
</TABLE>
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* The percentage of shares owned by such director does not exceed 1% of the
issued and outstanding Genlyte Common Stock.
(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 which may be acquired upon the exercise of
options which are presently exercisable.
(2) Includes 10,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(3) Includes 1,000 shares of Genlyte Common Stock owned by Mr. Drazin's spouse
as to which Mr. Drazin disclaims beneficial ownership and 40,000 shares of
Genlyte Common Stock which may be acquired upon the exercise of options
which are presently exercisable.
(4) Includes 26,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(5) All shares of Genlyte Common Stock are owned by Mr. Engelman's spouse as
to which Mr. Engelman disclaims beneficial ownership.
(6) Includes 50,000 shares of Genlyte Common Stock owned by Mr. Heller's
spouse as to which Mr. Heller disclaims beneficial ownership and 5,000
shares of Genlyte Common Stock which may be acquired upon the exercise of
options which are presently exercisable.
(7) Includes 28,000 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 which may be acquired upon the exercise of
options which are presently exercisable.
(8) Includes 14,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(9) Includes an aggregate of 298,500 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 and 124,198 shares of Genlyte Common Stock which may be acquired
upon the exercise of options which are presently exercisable.
5
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was comprised during
fiscal 1994 of Messrs. Glenn W. Bailey, Robert B. Cadwallader, David M. Engelman
and Dr. Frank Metzger, with Dr. Metzger serving as Chairman. Mr. Bailey resigned
from the Committee in April 1994 and was replaced by Mr. Engelman. 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. The Board of Directors reviews and approves
recommendations made by the Compensation Committee relating to the compensation
of Genlyte's executive officers.
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:
o Provide a competitive total compensation framework that enables Genlyte
to attract, retain and motivate key executives who will contribute to
Genlyte's success;
o Ensure that compensation programs are linked to performance on both an
individual and operating unit level; and
o Align the interests of employees with the interests of stockholders by
encouraging employee stock ownership.
Components of Compensation
Genlyte's compensation strategy incorporates a combination of cash and
equity-based compensation as follows:
o A performance management system that relates individual base salary
changes to a formal process in which individual performance is
reviewed, discussed and evaluated.
o Short-term incentive programs that provide executives with the
opportunity to add substantial variable compensation to their annual
base salaries through attainment of specific, measurable goals intended
to encourage high levels of organizational performance and superior
achievement of individual objectives.
o Long-term incentive opportunities in the form of stock options in which
rewards are linked directly to stockholder gains.
For fiscal year 1994, Genlyte's compensation programs consisted of:
Base Salary
Salary pay levels at Genlyte are competitive with the marketplace. The
Compensation Committee uses commercially published surveys prepared by
established compensation consulting firms to assure that 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 to other factors such as individual performance and
potential.
Short-Term Incentives
Executives and key employees of Genlyte participate in a short-term
incentive program which rewards the achievement of profit and profit-related
objectives. These employees are afforded an opportunity to earn substantial
variable compensation each year 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
6
<PAGE>
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.
Funding for MIC awards is formula-driven based on achievement of financial
goals for each operating unit. The Board of Directors reviews and approves
profit and profit-related objectives at the beginning of each year. By policy,
the level of funding which results from the MIC formulas cannot be modified and
the total payout of awards for all MIC participants is limited to 15 percent of
Genlyte's profit before taxes each year. In order to maximize results,
objectives are typically established at a level of performance above normal
expectations. 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 fair market value 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 upon achievement of specified EPS goals as approved by the
Compensation Committee and the Board of Directors.
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 two long-term executive officers still participate.
Chief Executive Officer Compensation
Mr. Powers was appointed to the position of Chief Executive Officer in
January 1994 at a salary of $280,000 per annum. He holds stock options granted
from September 1990 through July 1993 for 55,000 shares and a
"performance-vested" stock option of 20,000 shares granted in December 1992.
Overall, Mr. Powers has an aggregate total of 75,000 option shares. The stock
options granted to Mr. Powers are consistent with the overall design of the
option program. Mr. Powers did not exercise any stock options in 1994.
Mr. Powers received $69,736 in incentive compensation for 1994, recognizing
a significant improvement in the EPS over prior year, as well as the level of
achievement of Mr. Powers' personal objectives.
Mr. Powers also participates in the Genlyte Corporation Retirement Plan.
7
<PAGE>
Conclusion
In summary, the Compensation Committee continued its policy in fiscal year
1994 of linking executive compensation to Genlyte performance. The inevitable
outcome of this process is that stockholders are assured of receiving a fair
return on their investment while executives are rewarded in an appropriate
manner for meeting or exceeding performance objectives. The Committee believes
that Genlyte's compensation levels adequately reflect its philosophy of
providing competitive pay for competitive performance and superior pay for
superior performance. Likewise, the Committee believes that Genlyte's executive
compensation programs and policies are supportive of its overall objective to
enhance stockholder value through the profitable management of its operations.
Frank Metzger, Chairman
Robert B. Cadwallader
David M. Engelman
Executive Compensation
The following table sets forth information concerning annual, long-term and
other compensation for services in Genlyte of those persons who were, on
December 31, 1994, Genlyte's (i) chief executive officer and (ii) other four
most highly compensated executive officers (together, the "Named Officers"):
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
------------------------------------------ ------------------- ---------
Other Stock All
Name and Annual Restricted Options/ Longterm Other
Principal Position Year Salary($) Bonus($)(1) Comp.($) Awards($) SARs(#) Payouts($) Comp.($)
---------------- ----- -------- ---------- --------- --------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry K. Powers 1994 278,942 69,736 1,478(2) 0 0 0 0
President & CEO 1993
1992
Avrum I. Drazin 1994 221,805(3) 3,187 36,000(4) 0 0 0 9,776(3,5)
President, Canlyte/ 1993 269,138(3) 54,600 0 0 0 0 9,789(3,5)
Chairman of 1992 242,928(3) 0 0 0 90,000 0 10,416(3,5)
the Board, Genlyte
Zia Eftekhar 1994 184,519 82,403 0 0 0 0 14,703(5)
President, 1993 165,000 0 0 0 0 0 13,773(5)
Lightolier US 1992 158,077 0 0 0 50,000 0 11,551(5)
Charles M. Havers 1994 137,308 60,363 0 0 14,300 0 0
President, 1993
Supply Div. 1992
Dennis W. Musselman 1994 125,000 67,240 0 0 7,200 0 0
Vice President/ 1993
G.M. -- Hadco 1992
</TABLE>
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(1) Incentive Compensation.
(2) Director's fees for Canlyte, Inc., Genlyte's wholly owned subsidiary.
(3) These figures were converted from Canadian dollars to U.S. dollars using
the exchange rate as of the last day of the fiscal year for that period.
(4) Director's fees.
(5) Represents service and interest expense accrual for Supplemental Employee
Retirement Plan benefit.
Option Grants
Shown below is further information on grants of stock options pursuant to
the 1988 Stock Option Plan during the fiscal year ended December 31, 1994 to the
Named Officers reflected in the Summary Compensation Table. No stock
appreciation rights were granted under that Plan during fiscal 1994.
8
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Fiscal 1994
Individual Grants
- -----------------------------------------------------------------------------
% of Potential Realizable Value of Assumed
Total Options Annual Rates of Return of Stock Price
Granted to Exercise or Appreciation for Option Term (1)
Options Employee in Base Price Expiration -------------------------------------
Name Granted (#)(2)Fiscal Year ($/share) Date 0%($) 5%($) 10%($)
----- ---------- --------- -------- -------- ----- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles M. Havers .......... 5,500(3) 3.1% $4.7500 01/27/99 0 $7,218 $15,950
894(4) 0.5% $4.8750 12/17/97 0 812 1,726
7,906(4) 4.5% $6.0938 12/17/97 0 8,971 19,077
Dennis M. Musselman ........ 187(4) 0.1% $4.8750 12/17/97 0 170 361
7,013(4) 4.0% $6.0938 12/17/97 0 7,958 16,922
</TABLE>
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(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 exercise period. The amounts
reflected in this table may not necessarily be achieved.
(2) 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) This option was granted to the Named Officer five years prior to the
indicated expiration date and is exercisable at the rate of 50% per year
commencing two years after the date of grant.
(4) These options were granted to the Named Officers on 6/23/94 and are
exercisable upon the achievement of certain Earnings Per Share goals for
1994 and 1995 or within three months prior to the expiration date.
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 1994 and prior years under
Genlyte's 1988 Stock Option Plan to the Named Officers and held by them at
December 31, 1994. None of the Named Officers exercised any stock options during
fiscal 1994.
OPTION EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number
of Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/
Shares FY-End(#) SARs at FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized ($) Unexercisable Unexercisable
----- ----------- ------------ --------------- --------------------
<S> <C> <C> <C> <C>
Larry K. Powers .................... 0 0 14,000/61,000 $0/$0
Avrum I. Drazin .................... 0 0 40,000/60,000 $0/$0
Zia Eftekhar ....................... 0 0 26,000/34,000 $0/$0
Charles M. Havers .................. 0 0 0/14,300 $0/$0
Dennis W. Musselman ................ 0 0 0/12,200 $0/$0
</TABLE>
- ----------
(1) Based upon the 12/31/94 closing price of $4.25 for Genlyte stock on the
NASDAQ National Market System.
9
<PAGE>
Retirement Plan
The majority 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 was a
participant in the Plan during fiscal year 1994 except Messrs. Drazin and
Havers. Mr. Drazin is a participant in a Canadian Pension Plan. Based on his
date of hire, Mr. Havers did not commence participation in the Plan until
January 1, 1995.
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>
For Employees Retiring at age 65 in 1995 (1)
Average Compensation Years of Service at Retirement
at Retirement 5 10 15 20 25 or more
-------------------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
$50,000............................. $ 3,602 $ 7,204 $10,806 $14,408 $18,010
$100,000............................ 7,852 15,704 23,556 31,408 39,260
$150,000(2)......................... 12,102 24,204 36,306 48,408 60,510
Greater than
150,000(2)........................ 12,102 24,204 36,306 48,408 60,510
</TABLE>
- ----------
(**) The amounts reflected in the table under the heading "Years of Service at
Retirement" are based on the formula which became effective January 1,
1995.
(1) For employees retiring after 1995 or at ages under 65, the estimated annual
benefits would be lower.
(2) 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 was $150,000, subject to annual cost of
living increases. For 1995, the maximum allowable compensation as provided
under IRS 401(a)(17) remains at $150,000. However, any accrued benefit as
of December 31, 1994 which is based on compensation in excess of $150,000
for years prior to 1994 will be protected to the maximum payable by law. In
1993, the limit was $235,840.
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. The 1994
remuneration covered by the Retirement Plan includes, for the recipients
thereof, Management Incentive Compensation paid during 1994 with respect to 1993
awards.
For each of the following Named Officers of Genlyte, the credited years of
service under the Plan, as of December 31, 1994, and the remuneration received
during 1994 covered by the Plan were, respectively, as follows:
Mr. Powers, 15 years of service and $150,000(*); Mr. Eftekhar, 27 years of
service and $150,000(*); and Mr. Musselman, 1 year of service and $140,000. The
estimated annual benefits that will be payable under this Plan upon retirement
at normal retirement age based on the benefit formula in effect prior to January
1, 1995 and maximum allowable compensation of $150,000 are: $57,984 for Mr.
Powers, $57,480 for Mr. Eftekhar, and $45,184 for Mr. Musselman.
The Plan provides an annual normal retirement benefit at or after age 65
for a participant with 25 years or more of service.
In 1994, the Board of Directors amended and restated the Plan in material
respects to bring it into compliance with the Tax Reform Act of 1986 and
subsequent legislation. The amendments affect the determination of future
benefits only for Plan participants who are actively employed by Genlyte on or
after January 1, 1995. Benefits accrued by participants as of December 31, 1988,
as well as benefits accrued under the benefit formula in effect for plan years
from January 1, 1989 through December 31, 1994, were not affected by the
adoption of the new formula effective January 1, 1995.
- ----------
* As limited by the maximum allowable compensation provided under IRS 401
(a)(17) of $150,000.
10
<PAGE>
The amendments affect only the determination of future benefits for Plan
participants. The Plan's definition of pay was amended by the Board of Directors
retroactive to January 1, 1989, to remove a limitation (50% of base pay) on the
amount of Management Incentive Compensation ("MIC") bonus includable for
purposes of determining pension benefits. The definition now covers total pay
including 100% of any MIC bonuses received by a participant with exclusions for
various contributions, payments and allowances made by Genlyte such as
reimbursement for tuition refund or relocation expenses.
Under the new benefit formula, applicable to participants actively employed
as of January 1, 1995, benefits will be based on the employee's "final five-year
average pay" and "covered compensation". The final five-year average pay is
determined by taking the average of the highest consecutive five-year period of
earnings within a ten-year period prior to retirement. The term "covered
compensation", as defined by the Internal Revenue Service, refers to the 35-year
average of the Social Security taxable wage bases applicable to a participant
for each year projected to Social Security normal retirement age.
Pension benefits at age 65 for active participants as of January 1, 1995
will be calculated as follows: 1.2% of final five-year average pay up to covered
compensation level, plus 1.7% of final five-year average pay over the covered
compensation level, multiplied by the total years of recognized service, to a
maximum of 25 years. All such participants will receive the greater of their
benefit under the new formula or the benefit accrued as of December 31, 1994. In
addition, 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, Havers and Musselman, 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 (i) 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, 1995 and automatically renew for an additional year
as of each January 1 after December 31, 1995, 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 1994, 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.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Arthur Andersen LLP as Genlyte's principal independent public
accountants for the year 1995.
11
<PAGE>
A representative of Arthur Andersen LLP, the Company's auditor for 1994, 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.
1996 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 1996 Annual Meeting of Stockholders must be
received by Genlyte at its executive offices by no later than November 15, 1995.
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, 1989. 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, 1989.
[The table below was represented as a graph in the printed material]
The Genlyte NASDAQ Stock Market Electric Lighting &
Group, Inc. Index (U.S. Companies) Wiring Equipment Index
----------- ---------------------- ----------------------
1989 100 100 100
1990 39.3 84.9 85.9
1991 52.4 136.3 110
1992 48.8 158.6 123.8
1993 34.5 180.9 124.9
1994 40.5 176.9 128.4
(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 26 companies) was performed by Media
General Financial Services.
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 15, 1995
13
<PAGE>
THE GENLYTE GROUP INCORPORATED
P R O X Y
Annual Meeting of Stockholders, April 27, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE GENLYTE GROUP INCORPORATED
The undersigned hereby authorizes and appoints NEIL M. BARDACH and DONNA
R. RATLIFF 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 1, 1995 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 27,
1995 at 10:00 AM, local time, and at any adjournment thereof on all matters that
may properly come before such meeting.
The Proxies will vote your shares in accordance with your directions on
this card. If no contrary instructions are specified on this card, the Proxies
will vote your shares FOR the nominees for directors.
(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 both nominees
as directors. Please mark Box n in black or blue ink.
The Board of Directors recommends a vote FOR the Following Proposal:
Election of Directors
/_/ FOR THE NOMINEES LISTED /_/ WITHHOLD AUTHORITY /_/ EXCEPTIONS
Mr. Glenn W. Bailey to vote for both the nominees
Mr. Larry K. Powers
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the exception box and write that nominee's name on 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 /_/
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.
Dated , 1995
-----------------------------
Signature
-----------------------------
Signature
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
