SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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The Genlyte Group Incorporated
(Name of Registrant as Specified In Its Charter)
Richard Biddulph
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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*Set forth the amount on which the filing fee is calculated and state how it was
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<PAGE>
THE GENLYTE GROUP INCORPORATED
100 Lighting Way
Secaucus, N.J. 07096
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on April 24, 1996
----------------
March 18, 1996
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 Wednesday,
April 24, 1996 at 10:00 AM, local time, for the following purposes:
(1) to elect two members of the Board of Directors;
(2) to consider and act upon a proposal to approve an amendment to the
Genlyte 1988 Stock Option Plan; and
(3) 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, 1996 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 24, 1996
March 18, 1996
----------------
PROXY STATEMENT
----------------
INTRODUCTION
The Annual Meeting of Stockholders (the "Annual Meeting") of The Genlyte
Group Incorporated ("Genlyte") will be held on April 24, 1996 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 18, 1996.
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 approval of the proposal set forth in the notice of meeting
and 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 1999 and until his successor has been duly
elected and qualified. Messrs. Avrum I. Drazin and Robert B. Cadwallader have
been nominated to the Board of Directors for reelection at the Annual Meeting.
If, for any reason, Messrs. Drazin or Cadwallader 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>
Robert B. Cadwallader (66)....... 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 a member
of the Audit Committee of the Genlyte Board of Directors.
Avrum I. Drazin (67)............. 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. Mr. Drazin
is Chairman of the Nominating Committee and is a member of the Compensation Committee of
the Genlyte Board of Directors.
Incumbent Directors
Glenn W. Bailey (70)............. 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. Bairnco was Genlyte's corporate parent until
Genlyte was spun off to Bairnco's shareholders in 1988. Mr. Bailey is a member of the
Nominating Committee of the Genlyte Board of Directors.
David M. Engelman (63)........... 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 Company 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 and control
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 of the Genlyte
Board of Directors.
Fred Heller (71)................. 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 Audit Committee
of the Genlyte Board of Directors.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Frank Metzger (67)............... 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. He is
Chairman of the Compensation Committee of the Genlyte Board of Directors.
Larry K. Powers (53)............. 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 1995, 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 1995, 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 Heller, with Mr. Heller serving as
Chairman. During 1995, 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. Drazin
and Engelman and Dr. Metzger, with Dr. Metzger serving as Chairman. During 1995,
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 because 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 Drazin, with Mr. Drazin serving as
Chairman.
Compensation of Directors
During 1995, each director, other than any director employed by Genlyte,
which for purposes of this section does not include employees of its
subsidiaries, received $2,000 and the Chairman of the Board received $3,000 for
each Board meeting attended and each committee meeting attended on a day on
which the Board of Directors did 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.
On December 14, 1995, the Board of Directors amended Genlyte's 1988 Stock
Option Plan to provide for the automatic grant to non-employee directors of
options to purchase shares of Common Stock of Genlyte in replacement of options
that theretofore had been granted under the plan but which had expired without
exercise on September 25, 1995. See "APPROVAL OF AMENDMENTS TO 1988 STOCK OPTION
PLAN".
3
<PAGE>
Compensation Committee Insider Participation
As noted above, Messrs. Avrum I. Drazin, David M. Engelman and Dr. Frank
Metzger served as members of the Board's Compensation Committee during 1995. Mr.
Drazin is Chairman of Genlyte, was formerly President of Genlyte and is
President of Canlyte, Inc., one of the Company's subsidiaries. Dr. Metzger
periodically provides consulting services to Lightolier, a division of Genlyte.
During 1995, Dr. Metzger earned $12,690 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, 1996 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, 1996, there were 12,944,466 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.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to
stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. Under applicable Delaware law,
a broker non-vote will have no effect on the outcome of the matters to be acted
upon at the Annual Meeting, and an abstention will have the effect of a vote
against any proposal requiring an affirmative vote of a majority of the shares
present and entitled to vote thereon.
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, 1996:
Amount and Nature
of Beneficial
Name and Address Ownership of Percent of
of Beneficial Owner Common Stock Class
-------------- -------------- -------
FMR Corp. ................................ 1,306,000(l) 10.1%
82 Devonshire Street
Boston, Massachusetts 02109-3614
Marvin C. Schwartz ....................... 1,200,890(2) 9.3%
c/o Neuberger & Berman
605 Third Avenue
New York, NY 10158-3698
- ----------
(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 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
1,306,000 shares reported through FMR'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 Schedule 13D furnished to Genlyte by Marvin C. Schwartz,
he holds sole power to vote and to dispose of 337,400 of such shares
through his personal account in which he holds 252,400 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 238,990 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, 624,500 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, 1996.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership
of Genlyte Percent of
Name Common Stock Class
---- -------------- -------
<S> <C> <C>
Glenn W. Bailey ............................................ 1,425,000(l) 11.0%
14 Bassett Creek Trail N., Hobe Sound, FL 33455
Neil M. Bardach ............................................ 284 *
Robert B. Cadwallader ...................................... 300 *
Avrum I. Drazin ............................................ 180,774(2) 1.4%
Zia Eftekhar ............................................... 47,732(3) *
David M. Engelman .......................................... 12,500(4) *
Charles M. Havers .......................................... 3,644(5) *
Fred Heller ................................................ 144,000(6) 1.1%
Frank Metzger .............................................. 135,750(7) 1.0%
Larry K. Powers ............................................ 74,202(8) *
All directors and executive officers as a group
(11 persons including those named)......................... 2,055,948(9) 15.9%
</TABLE>
- ----------
* 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.
(2) Includes 1,000 shares of Genlyte Common Stock owned by Mr. Drazin's spouse
as to which Mr. Drazin disclaims beneficial ownership and 50,000 shares of
Genlyte Common Stock which may be acquired upon the exercise of options
which are presently exercisable.
(3) Includes 11,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(4) Includes 7,500 shares of Genlyte Common Stock owned by Mr. Engelman's
spouse as to which Mr. Engelman disclaims beneficial ownership and 5,000
shares of Genlyte Common Stock which may be acquired upon the exercise of
options which are presently exercisable.
(5) Includes 2,750 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(6) Includes 90,266 shares of Genlyte Common Stock owned by Mr. Heller's spouse
as to which Mr. Heller disclaims beneficial ownership and 10,000 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.
(8) Includes 26,500 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(9) Includes an aggregate of 346,776 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 125,650 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 1995 of Messrs. Avrum I. Drazin, David M. Engelman and Dr. Frank Metzger,
with Dr. Metzger serving as Chairman. All Committee members except Mr. Drazin
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 1995, 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
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.
6
<PAGE>
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.
In 1995, the Compensation Committee and the Board of Directors reviewed and
approved 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 served as Chief Executive Officer in 1995 at a salary of
$280,000 per annum. Mr. Powers received $161,850 in incentive compensation for
1995, recognizing a significant improvement in the EPS over prior year, as well
as the level of achievement of Mr. Powers' personal objectives. In December,
1995, the Compensation Committee recommended and the Board of Directors approved
a stock option grant for Mr. Powers of 35,000 shares in recognition of its
assessment of his ability and dedication to enhance the long-term value of
Genlyte for the stockholders. This grant is consistent with the overall design
of the option program.
Conclusion
In summary, the Compensation Committee continued its policy in fiscal year
1995 of linking executive compensation to Genlyte performance. The outcome of
this process is that stockholders receive a fair return on their investment
while executives are rewarded in an appropriate manner for meeting or exceeding
performance objectives. The Committee believes that Genlyte's compensation
levels adequately reflect its philosophy of providing competitive pay for
competitive performance and superior pay for superior performance. Likewise, the
Committee believes that Genlyte's executive compensation programs and policies
are supportive of its overall objective to enhance stockholder value through the
profitable management of its operations.
Frank Metzger, Chairman
Avrum I. Drazin
David M. Engelman
7
<PAGE>
Executive Compensation
The following table sets forth information concerning annual, long-term and
other compensation for services in Genlyte of those persons who were, on
December 31, 1995, Genlyte's ( i ) chief executive officer and (ii) other four
most highly compensated executive officers (together, the "Named Officers"):
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
----------------------------------------- ------------------- ---------
Other Stock All
Name and Annual Restricted Options/ Long-term Other
Principal Position Year Salary($) Bonus($) Comp.($) Awards($) SARs(#) Payouts($)Comp.($)
-------------- ---- ------- ------- ------- -------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry K. Powers 1995 280,000 161,850 4,398(1) 0 35,000 0 0
President & CEO 1994 278,942 69,736 1,478(1) 0 0 0 0
1993
Neil M. Bardach 1995 165,000 78,624 0 0 10,000 0 0
Vice President & 1994 79,327 25,000 0 0 20,000 0 0
Chief Financial Officer 1993
Avrum I. Drazin 1995 226,008(2) 10,951 36,000(3) 0 10,000 0 10,851(2,4)
President, Canlyte/ 1994 221,805(2) 3,187 36,000(3) 0 0 0 9,776(2,4)
Chairman of 1993 269,138(2) 54,600 0 0 0 0 9,789(2,4)
the Board, Genlyte
Zia Eftekhar 1995 200,000 15,208 35,780(5) 0 10,000 0 13,425(4)
President, 1994 184,519 82,403 0 0 0 0 14,703(4)
Lightolier US 1993 165,000 0 0 0 0 0 13,773(4)
Charles M. Havers 1995 145,769 104,949 0 0 12,500 0 0
President, 1994 137,308 60,363 0 0 14,300 0 0
Supply Div 1993
</TABLE>
- ----------
(1) Director's fees for Canlyte, Inc., Genlyte's wholly owned subsidiary.
(2) 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.
(3) Director's fees.
(4) Represents service and interest expense accrual for Supplemental Employee
Retirement Plan benefit.
(5) Represents expenses for relocation and related fees.
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, 1995 to the
Named Officers reflected in the Summary Compensation Table. No stock
appreciation rights were granted under that Plan during fiscal 1995.
8
<PAGE>
Option Grants in Fiscal 1995
<TABLE>
<CAPTION>
Individual Grants
- -------------------------------------------------------------------------------------------------
Potential Realizable
Value of Assumed
% of Annual Rates of Stock
Total Options Price Appreciation
Granted to Exercise or for Option Term (2)
Options Employees in Base Price Expiration ----------------------
Name Granted (#)(1) Fiscal Year ($/share) Date 5%($) 10%($)
---- -------------- ------------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Larry K. Powers...................... 35,000 10.4% $7.6250 12/14/2000 $73,733 $162,930
Neil M. Bardach . ................... 10,000 3.0% $7.6250 12/14/2000 $21,066 $46,551
Avrum I. Drazin . ................... 10,000 3.0% $7.6250 12/14/2000 $21,066 $46,551
Zia Eftekhar ....................... 10,000 3.0% $7.6250 12/14/2000 $21,066 $46,551
Charles M. Havers ................... 12,500 3.7% $7.6250 12/14/2000 $26,333 $58,189
</TABLE>
- ----------
(1) These options were granted to the Named Officer five years prior to the
indicated expiration date and are exercisable at the rate of 50% per year
commencing two years after the date of grant. In the event of certain
mergers, consolidations or reorganizations of Genlyte or any disposition of
substantially all the assets of Genlyte or any liquidation or dissolution
of Genlyte, then in most cases all outstanding options not exercisable in
full shall be accelerated and become exercisable in full for a period of 30
days. In addition, in the event of certain changes in control of Genlyte or
of its Board of Directors, then any outstanding option not exercisable in
full shall in most cases be accelerated and become exercisable in full for
the remaining term of the option.
(2) Realizable value is shown net of option exercise price, but before taxes
associated with exercise. These amounts represent assumed compounded rates
of appreciation and exercise of the options immediately prior to the
expiration of their term. Actual gains, if any, are dependent on the future
performance of the Common Stock, overall stock market conditions, and the
optionee's continued employment through the exercise period. The amounts
reflected in this table may not necessarily be achieved.
Option Exercises and Fiscal Year-End Values
Shown below is information with respect to the unexercised options to
purchase Genlyte's Common Stock granted in fiscal 1995 and prior years under
Genlyte's 1988 Stock Option Plan to the Named Officers and held by them at
December 31, 1995. During fiscal 1995, Mr. Powers exercised 10,000 stock option
shares. None of the other Named Officers exercised stock options during fiscal
1995.
OPTION EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option Exercises in Fiscal Year 1995
and FY-End Option Values
<TABLE>
<CAPTION>
Number
of Unexercised Value of Unexercised
Options at In-the-Money Options
Shares FY-End(#) at FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized($) Unexercisable Unexercisable
---- -------- -------- ---------- ---------------
<S> <C> <C> <C> <C>
Larry K. Powers ....................... 10,000 1,250 26,500/73,500 $54,608/$70,609
Neil M. Bardach ....................... 0 0 0/30,000 $0/$40,000
Avrum I. Drazin ....................... 0 0 50,000/50,000 $52,200/$88,800
Zia Eftekhar .......................... 0 0 26,000/34,000 $54,346/$39,782
Charles M. Havers ..................... 0 0 2,750/24,050 $6,538/$4,327
</TABLE>
- ----------
(1) Based upon the 12/31/95 closing price of $6.75 for Genlyte stock on the
NASDAQ National Market System. Realizable value is shown net of option
exercise price, but before taxes associated with exercise.
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 1995 except Mr. Drazin, who is a
participant in a Canadian Pension Plan.
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:
For Employees Retiring at age 65 in 1996 (1)
<TABLE>
<CAPTION>
Years of Service at Retirement (2)
Average Compensation -------------------------------------------------------------------
at Retirement 5 10 15 20 25 or more
---------------- ------- ------- ------- ------- --------
<C> <C> <C> <C> <C> <C>
$50,000................................ $ 3,561 $ 7,121 $10,682 $14,242 $17,803
$100,000............................... 7,811 15,621 23,432 31,242 39,053
$150,000(3)............................ 12,061 24,121 36,182 48,242 60,303
Greater than 150,000(3)................ 12,061 24,121 36,182 48,242 60,303
</TABLE>
- ----------
(1) For employees retiring at ages under 65, the estimated annual benefits
would be lower.
(2) The amounts are based on the formula which became effective January 1,
1995.
(3) 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 1996, 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.
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 1995
remuneration covered by the Retirement Plan includes, for the recipients
thereof, Management Incentive Compensation paid during 1995 with respect to 1994
awards.
For each of the following Named Officers of Genlyte, the credited years of
service under the Plan, as of December 31, 1995, and the remuneration received
during 1995 covered by the Plan were, respectively, as follows:
Covered Years of
Name Compensation Service
---- ---------- -------
Larry K. Powers ............................... $150,000* 16
Neil M. Bardach ............................... $150,000* 1
Zia Eftekhar .................................. $150,000* 28
Charles M. Havers ............................. $150,000* 1
- ----------
* As limited by the maximum allowable compensation provided under IRS 401
(a)(17) of $150,000.
Pension benefits at age 65 (normal retirement age) for active participants
as of January 1, 1996 are 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 under a
prior plan formula as of December 31, 1994. In addition, certain maximum benefit
limitations are incorporated in the Plan. 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.
10
<PAGE>
EMPLOYMENT PROTECTION AGREEMENTS
Genlyte has entered into contracts with a group of key employees, including
Messrs. Powers, Bardach, Drazin, Eftekhar and Havers, 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 afterest 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, 1996 and automatically renew for an additional year
as of each January 1 after December 31, 1996, unless Genlyte or the employee
provides sixty (60) days written notice of non-renewal prior to such January 1.
APPROVAL OF AMENDMENT TO
THE GENLYTE 1988 STOCK OPTION PLAN
At the 1991 Annual Meeting, the stockholders of Genlyte approved an
amendment to the Genlyte 1988 Stock Option Plan (the "Plan") that provided for
the grant to each non-employee director of a single 10,000 share option.
Earlier, in September 1990, options for such 10,000 shares (the "1990 Options")
had been issued to the non-employee directors then in office, subject to the
approval of stockholders at the 1991 Annual Meeting. Pursuant to the Plan, the
1990 Options had a five year term and were exercisable at a price equal to the
fair market value of Genlyte Common Stock on the date of grant, $5.50 per share.
The 1990 Options expired without having been exercised.
The Board of Directors believes it is in the best interests of Genlyte and
its stockholders to promote an identity of interest among its stockholders and
the non-employee directors. Accordingly, in December 1995, the Board amended the
Plan, subject to stockholder approval at the 1996 Annual Meeting, to provide for
the grant of options (the "1995 Options") to replace the 1990 options that had
expired. The 1995 Options are for the same number of shares, the same five-year
term and otherwise on the same terms as the 1990 options, except that the
exercise price is $7.625, the fair market value of a share of Genlyte Common
Stock on the date of grant.
A complete copy of the Option Plan, as it is proposed to be amended, is
attached as Exhibit A to this Proxy Statement. The amendments that the
stockholders are being asked to approve are indicated by underscoring.
Stockholder Approval of the Amendments
Approval of the amendments to the Option Plan requires the affirmative vote
of a majority of the shares of Genlyte Common Stock present in person or
represented by proxy at the Annual Meeting and entitled to vote on the
amendments to the Option Plan.
The Board of Directors recommends a vote FOR approval of the amendments to
the Option Plan.
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 ("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 10% 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 1995, 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 for a non-filing of an initial Form 3 by
Mr. Havers, which deficiency was corrected with the 1995 Form 5 filing made in
February, 1996.
11
<PAGE>
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 1996.
A representative of Arthur Andersen LLP, the Company's auditor for 1995, 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.
1997 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 1997 Annual Meeting of Stockholders must be
received by Genlyte at its executive offices by no later than November 15, 1996.
The executive offices of Genlyte are located at 100 Lighting Way, Secaucus, N.J.
07096 until June 30, 1996. Effective July 1, 1996, the executive offices of
Genlyte will be located at 2345 Vauxhall Road, Union, N. J. 07083.
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, 1990. 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, 1990.
[The following table is represented as a line graph in the printed material]
1990 1991 1992 1993 1994 1995
---- ------ ------ ------ ------ ------
The Genlyte Group
Incorporated $100 $133.3 $124.2 $ 87.9 $103.3 $163.6
NASDAQ Stock Market Index
(U.S. Companies) 100 160.6 186.9 214.5 209.7 296.3
Electric Lighting & Wiring
Equipment Index 100 128.1 144.4 145.5 149.5 197.6
(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 18, 1996
13
<PAGE>
Exhibit A
GENLYTE 1988 STOCK OPTION PLAN, as amended
(Proposed changes are underscored)
1. Purpose
(a) The Genlyte 1988 Stock Option Plan (the "Plan"), is intended to provide
incentives to key employees, including employees who also serve as directors
(the "Employees") of The Genlyte Group Incorporated, a Delaware corporation (the
"Corporation"), and its Affiliates and non-employee directors of the Corporation
("the Outside Directors"), by providing them with opportunities to purchase
shares of common stock of the Corporation, par value $.01 per share ("Common
Stock"), pursuant to nonqualified stock options ("Options") under the Internal
Revenue Code of 1986, as amended (the "Code").
(b) As used herein, the term "Affiliate" shall mean any corporation in
which the Corporation owns, directly or indirectly, 25% or more of the voting
stock.
2. Administration
(a) The Plan, insofar as it governs the rights of the Employees, shall be
administered by the Board of Directors of the Corporation (the "Board") or by a
committee (the "Committee") of not less than three directors of the Corporation
selected by, and serving at the pleasure of, the Board. Directors who are
employees of the Corporation or any Affiliate thereof may not serve on the
Committee. Notwithstanding anything contained herein to the contrary, the Plan
shall at all times be administered in a manner and by such persons as necessary
to satisfy the conditions of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, or any similar rule which may be in effect from time to time
("Rule 16b-3").
(b) In the event that the Board shall appoint the Committee, the Board
shall designate one of the members of the Committee as its chairman. A majority
of the members of the Committee shall constitute a quorum. All determinations of
the Committee shall be made by the affirmative vote of a majority of its
members. Any decision or determination reduced to writing and signed by all the
members of the Committee shall be as fully effective as if it had been made by a
majority vote of the members of the Committee at a meeting duly called and held.
The Committee shall make such other rules and regulations for the conduct of its
business as it shall deem advisable.
(c ) Whether or not the Committee is appointed, all powers and functions of
the Committee may at any time and from time to time be exercised by the Board.
(d) The Board or the Committee shall have authority, with respect to the
participation of Employees and otherwise, subject to the terms of the Plan: to
determine the Employees to whom Options shall be granted, the number of shares
of Common Stock to be covered by each Employee Option, the purchase price per
share of Common Stock covered by each Employee Option, the time or times at
which Employee Options may be granted and exercised, and the terms and
provisions of the instruments by which Options shall be evidenced; with the
consent of Employees to whom Options have been granted, to grant in substitution
for outstanding Options, replacement Options, which may be at a lower purchase
price, and to cancel such outstanding Options; to interpret the Plan; to
establish, amend and rescind rules and guidelines for administering the Plan;
and to make all determinations necessary or advisable, in its sole discretion,
for the administration of the Plan.
(e) The Board or the Committee may designate any officer of the Corporation
to assist it in the administration of the Plan and may grant authority to any
such officer to execute agreements or other documents and otherwise take action
on behalf of the Board or the Committee, as the case may be.
(f) The Board or the Committee may employ legal counsel and such other
professional advisors as it may deem advisable for the administration of the
Plan and may rely on any opinion received from such counsel or advisor.
(g) Nothing in this section 2 shall be construed to apply to Options
granted to Outside Directors pursuant to section 7. Options granted to Outside
Directors pursuant to section 7 shall be governed by the terms of that section 7
and shall be made automatically pursuant to the Plan.
<PAGE>
3. Eligibility
(a) Employees. Except as otherwise expressly provided in section 3(b),
Options may be granted only to Employees selected by the Board or the Committee
to participate in the Plan.
(b) Outside Directors. Each Outside Director shall be eligible to
participate in the Plan and to receive grants of Options pursuant to section 7.
(c ) The granting of any Option to any person under the Plan shall neither
entitle such person to, nor disqualify such person from, participation in any
other grant of Options or in any other incentive plan.
4. Stock
Except as provided in section 8, the maximum number of shares of Common
Stock which may be issued upon the exercise of Options granted under the Plan
shall be 2,000,000 shares; provided that no Option may be granted if,
immediately after giving effect to such grant, the number of shares of Common
Stock which may be issued upon the exercise of outstanding Options under the
Plan would exceed the greater of 1,000,000 shares of Common Stock and 10% of the
issued and outstanding shares of Common Stock. So long as the limits set forth
in this section 4 are not exceeded, the same shares of Common Stock may be
subject to simultaneous, tandem or successive option. Upon the exercise of
Options, the Corporation may either issue reserved buy unissued shares of Common
Stock or transfer shares of Common Stock held in its treasury.
5. Granting of Options
Options may be granted to Employees or Outside Directors under the Plan at
any time on or prior to July 1, 1988. The date of grant of an Option to
Employees under the Plan will be the date on which the Option is awarded by the
Board or the Committee, unless a later date is specified by the Board or the
Committee at the time of the award. The date on which an option is awarded to
Outside Directors under the Plan shall be governed by the terms of section 7.
6. Terms and Conditions of Employee Options
Options granted to Employees shall be evidenced by stock option agreements
in such form or forms as the Board or the Committee may from time to time
approve. Such stock option agreements shall conform to the following terms and
conditions:
(a) Option Price. The option price per share shall be not less than
Fair Market Value of a share of Common Stock on the date of grant thereof.
"Fair Market Value" of the Common Stock on any date shall mean the opening
asked price of the Common Stock on that date or on the next date thereafter
on which there is trading of such stock in the over-the-counter market and
for which prices are reported on the National Association of Securities
Dealers, Inc. Automated Quotations System.
(b) Terms of Options. Each Employee Option shall expire no later than
the fifth anniversary of the date of its grant.
(c) Exercisability. Each Employee Option shall become exercisable in
one or more installments at the time or times and upon the satisfaction of
such conditions as may be provided in the stock option agreement evidencing
such Option, provided, however, that Options may not be exercised for a
period of six months after the grant thereof to the extent such a condition
is necessary to satisfy the requirements of Rule 16b-3. Once an installment
of an Option becomes exervisable, it shall remain exercisable until
expiration from time to time, in whole or in part, up to the total number
of shares with respect to which it is then exercisable.
(d) Payment. Each stock option agreement evidencing an Option shall
provide for the terms of payment of the option price. Subject to any
limitations in such stock option agreement, the holder of an Option may pay
the option price in cash, shares of Common Stock, any other property
acceptable to the Board or the Committee, or any combination thereof,
provided that the holder of an Option may not pay the option price in
shares of Common Stock received upon the exercise of any Option under the
Plan which shares have been held by such holder for less than one year
prior to such payment. Such stock option agreement may provide for the
giving of or arranging for financial assistance (including, without
limitation, bonuses, subsidies, direct loans from the Corporation with or
without interest, secured or unsecured, or guarantees by the Corporation of
third party loans) to the holder of an Option for the purpose of providing
A-2
<PAGE>
funds for the purchase of shares of Common Stock upon exercise of an
Option.
(e) Termination of Employment. If the Employee holder of an Option
ceases to be employed by the Corporation or any Affiliate thereof other
than by reason of death, no further installments of such Option shall be
exercisable, and such Option shall terminate on the earlier of the date
specified in the stock option agreement evidencing such Option, and the
date which is no later than three months from the date of termination of
such employment; provided that (i) in the case of termination of employment
by reason of retirement or a disability within the meaning of section 105
(d) (4) of the Code, the Board or the Committee may, in its discretion,
accelerate the exercisability of any installments of such Option which
would not be or were not exercisable on the date of such termination, and
(ii) in the case of termination of employment due to a disability within
the meaning of section 105 (d) (4) of the Code, such Option shall terminate
no later than one year from the date of termination of employment but in
any event no later than its specified expiration date.
(f) Death. If the Employee holder of an Option dies during his
employment, such Option may be exercised, to the extent of the number of
shares of Common Stock with respect to which such holder could have
exercised such Option on the date of death, by such holder's estate,
personal representatives or beneficiary who acquires such Option by will or
by the laws of descent and distribution at any time prior to the earlier of
such Option's normal expiration date and the date specified in the stock
option agreement evidencing such Option in the event of death, which date
shall be no later than the first anniversary of such holder's death,
provided that the Board or the Committee may, in its discretion, accelerate
the exercisability of any installments of such Option which were not
exercisable at the time of such holder's death.
(g) Assignability. No Option may be assigned, transferred or
hypothecated by the holder thereof, except by will or by the laws of
descent and distribution, and during the lifetime of any holder of an
Option, such Option may be exercised only by such holder. At the request of
the holder of an Option, shares of Common Stock purchased upon the exercise
of such Option may be issued in or transferred into the name of such holder
and another person, jointly with the right of survivorship.
(h) Withholding. The Corporation's obligation to deliver shares of
Common Stock or make any payment upon the exercise of any Option shall be
subject to applicable federal, state and local tax withholding
requirements.
(i) Other Terms. Stock option agreements evidencing Options may
contain such other provisions, not inconsistent with the Plan, as the Board
or the Committee deems advisable. Among these provisions may be (i) a
requirement that the holder of an Option represent to the Corporation in
writing, when the Option is granted or when such holder purchases shares of
Common Stock on its exercise, that such holder is accepting such Option, or
purchasing shares (unless they are then covered by an effective
registration statement under the Securities Act of 1933, as amended), for
such holder's own account for investment; (ii) a provision under which the
Corporation, in the discretion of the Board or the Committee shall have the
right so long as the Fair Market Value of the shares of Common Stock
covered by an Option exceeds the option price, in lieu of accepting payment
of the option price and delivering any or all shares of Common Stock as to
which such Option has been exercised, to elect to pay the holder of such
Option an amount in cash or shares of Common Stock equal to the amount by
which the Fair Market Value of the shares of Common Stock on the date of
exercise exceeds the purchase price that would otherwise be payable by the
holder of such Option to acquire such shares of Common Stock; and (iii) a
provision under which the Corporation may have either the right or the
obligation, or both, to repurchase shares of Common Stock sold under the
Plan at a price not to exceed the higher of (x) the option price for such
shares, plus twice the increase, if any, in the book value of such shares
from the date of the grant of the Option to the date of such repurchase,
and (y) the Fair Market Value of the shares at the time of repurchase.
7. Outside Directors' Options
(a) One-Time Grant. Each Outside Director then serving on the Board shall
receive, without the need for any further action, a one-time replacement grant
of an expired Option for 10,000 shares of Common Stock originally issued on
September 25, 1990 and expired on September 25, 1995. That replacement grant
shall be in the same amount as originally granted and shall issue on December
14, 1995. Thereafter, during the term of the Plan, each person who becomes an
Outside Director shall receive, without the need for any further action, a
one-time grant of an Option for 10,000 shares of Common Stock on the date such
person first becomes an Outside Director.
A-3
<PAGE>
(b) Option Terms. Each option granted to an Outside Director shall have an
exercise price per share equal to 100% of the Fair Market Value of a share of
Common Stock on the date of grant. Each Option granted under this section 7
shall be for a term of five years, half of each such Option to be exercisable
after each of the second and third years of such term, provided that all Options
held by Outside Directors shall ( i ) become fully exercisable upon such Outside
Director's death, disability or retirement as an Outside Director, within the
meaning of section 105 (d) (4) of the Code, from the Board and (ii) become
exercisable upon Merger or Consolidation or Change of Control in the same manner
as applies under Sections 9 and 10. Upon termination of an Outside Director's
membership on the Board as an Outside Director, any Options which are then
exercisable (including by reason of acceleration due to such Outside Director's
death, disability or retirement, within the meaning of section 105 (d) (4) of
the Code), may be exercised by the Outside Director (or, in the event of death,
by the Outside Director's legal representative) no later than the earlier of (x)
the termination of the Option and (y) (i) in the case of termination upon death
or disability within the meaning of section 105 (d) (4) of the Code, one year
from the termination of membership and (ii) in all other cases, three months
from the date of termination of membership. The exercise price for each such
Option shall be paid in cash or by the tender of previously-owned shares of
Common Stock of an equivalent Fair Market Value. The Outside Directors' Options
are subject to the same conditions with respect to assignability and capital
adjustments as provided for under sections 6(g) and 8.
8. Capital Adjustments
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend, stock split, combination or exchange of shares,
recapitalization, reclassification, merger, consolidation, reorganization or
other similar transaction, the Board or the Committee shall make appropriate
adjustments in the number and purchase price of shares of Common Stock covered
by each Option outstanding on the date of such transaction (by means of a grant
of a substitute Option or an additional Option or otherwise), and in the total
number of shares of Common Stock reserved for future grant of Options under the
Plan.
9. Merger or Consolidation
In the event of any merger, consolidation or reorganization of the
Corporation with or into another corporation (other than any merger,
consolidation or reorganization in which the Corporation is the surviving or
continuing corporation and which does not result in any change in the
outstanding shares of Common Stock), or any sale or other disposition of all or
substantially all the assets of the Corporation or any liquidation or
dissolution of the Corporation, then, and in any such event, any outstanding
Employee or Outside Director's Option not exercisable in full shall (unless, in
the case of an Employee, the stock option agreement evidencing such Employee
Option expressly provides to the contrary) be accelerated and become exercisable
in full or a period of 30 days following receipt by the holder of such Option of
notice of such event, whether received before or after such event.
10. Change in Control
In the event (a) any person, including a "group" as defined in Section 13
(d) (3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of 34% or more of the shares of Common Stock, or (b) in
connection with any cash tender offer, exchange offer, contested election,
merger, consolidation, reorganization (other than any merger, consolidation or
reorganization which is subject to the provisions of section 9), sale or other
disposition of all or substantially all the assets of the Corporation or other
similar transaction, persons who were directors of the Corporation prior to
commencement of any such offer or prior to any vote of the shareholders of the
Corporation on any such contested election or other transaction, as the case may
be, shall cease to constitute a majority of the Board, or ( c ) the Corporation
files with the Securities and Exhange Commission a report on Form 8-K reporting
the change in control pursuant to Item 1 thereof, then, and in any such event,
any outstanding Employee or Outside Director's Option not exercisable in full
shall (unless, in the case of an Employee, the stock option agreement evidencing
such Employee Option expressly provides to the contrary) be accelerated and
become exercisable in full for the remaining term of such Option.
11. Indemnification of Board and Committee
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under the Plan. In addition to such other rights of indemnification as they may
have as members of the Board or as members of the Committee, the members of the
Board or the Committee shall be indemnified by the Corporation against all costs
A-4
<PAGE>
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan, or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon the finding of bad faith. Upon
the institution of any such action, suit or proceeding, a Board or Committee
member shall notify the Corporation, in writing, giving the Corporation an
opportunity, at its own expense, to handle and defend the same before such Board
or Committee member undertakes to handle it on his own behalf.
12. Term and Amendment of the Plan
No Options may be granted under the Plan after July 1, 1998. The Board or
the shareholders of the Corporation may terminate or amend the Plan in any
respect at any time, with the exception that (a) no action of the Board or the
shareholders of the Corporation may impair the rights of the holder of any
outstanding Option without his consent (exept as specified in section 8, 9 or
10), (b) without the approval of the shareholders of the Corporation, ( i ) the
total number of shares that may be sold under the Plan may not be increased
(except by adjustment pursuant to Section 8), (ii) the provisions of section 3
regarding eligibility may not be modified, and (iii) the last date on which
Options may be granted under the Plan may not be extended and ( c ) to the
extent required by Rule 16b-3, the plan provisions relating to Outside
Directors, including those of section 7, shall not be amended more than once
very six months.
13. Use of Proceeds
Proceeds from the sale of shares of Common Stock pursuant to Options
granted under the Plan shall constitute general funds of the Corporation. Shares
of Common Stock tendered upon the exercise of Options granted under the Plan
shall become treasury shares of the Corporation.
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<PAGE>
THE GENLYTE GROUP INCORPORATED
PROXY
Annual Meeting of Stockholders, April 24, 1996
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, 1996 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 24,
1996 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)
THE GENLYTE GROUP INCORPORATED
P.O. BOX 11194
NEW YORK, N.Y. 10203-0194
<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 and FOR approval of the proposal. Please mark box [X] in black or
blue ink.
The Board of Directors recommends a vote FOR the following Proposals:
1. Election of Directors
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below.
Nominees: Mr. Avrum I. Drazin and Mr. Robert B. Cadwallader
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions _______________________________________________________________
2. Proposal to approve Amendment to Genlyte's 1988 Stock Option Plan with
respect to a one-time replacement grant of options to purchase 10,000
shares of Genlyte Common Stock to non-employee directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and [ ]
or Comments Mark Here
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 and for the approval of the
proposal.
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 in full
corporate name by duly authorized
officer.
Dated: ___________________________, 1996
________________________________________
Signature
________________________________________
Signature
Votes must be indicated
(x) in Black or Blue Ink. [X]
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
