<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
ITI Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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FOR RELEASE ON THURSDAY, APRIL 20, 2000 AT 8:00 A.M. CDT Contact: Charles A.
Durant of ITI Technologies, Inc. at (651) 777-2690
ITI TECHNOLOGIES, INC. REPORTS SALES AND EARNINGS FOR THE QUARTER ENDED MARCH
31, 2000
NORTH ST. PAUL, MINNESOTA - APRIL 20, 2000
ITI TECHNOLOGIES, INC. (NASDAQ NATION MARKET: ITII), a leading designer and
manufacturer of electronic security products, today reported net sales for the
quarter ended March 31, 2000, of $31.5 million, compared to $27.8 million for
quarter ended March 31, 1999, an increase of 13.3%. Gross margins for the first
quarter of 2000 were 47.3%, compared to 46.7% for the same period in the prior
year. Pre-tax income increased 17.7% from $5.6 million or 20.3% of net sales in
the first quarter of 1999 to $6.6 million or 21.1% of net sales in the first
quarter of 2000. Net income for the quarter ended March 31, 2000, was $4.2
million compared to $3.6 million in the first quarter of 1999, a 16.0% increase.
Earnings per diluted share increased 14.6% from $.41 in the first quarter of
1999 to $.47 in the first quarter of 2000. During the quarter ended March 31,
2000, ITI incurred expenses related to the SLC merger of $175,000 or $.02 per
share diluted share. Excluding these expenses, earnings per diluted share were
$.49, an increase of 19.5% or $.08 per share over the first quarter of 1999.
As of March 31, 2000, ITI's balance sheet included $118.7 million of
stockholders' equity, $11.0 million of cash, $20.5 million of interest bearing
notes receivable and no debt.
On September 29, 1999, ITI and SLC Technologies, Inc. announced that they had
reached a definitive agreement to merge. In the merger, SLC's outstanding common
stock will be converted into 15,170,640 shares of ITI's common stock. ITI
shareholders will have the right to elect to receive from the newly merged
company $36.50 in cash at closing for each share of ITI stock, subject to the
limitation that no more than 50 percent of the total number of shares of ITI
common stock issued and outstanding immediately prior to the closing be
exchanged for cash. If ITI shareholders elect to exchange more than 50 percent
of the aggregate shares of ITI for cash, then the shares eligible to be
exchanged will be reduced on a pro rata basis so that 50 percent of the issued
and outstanding common stock of ITI immediately prior to the closing is
exchanged for cash.
A special stockholders meeting to consider and vote upon a proposal to approve
the merger is scheduled for May 2, 2000. A proxy statement has been mailed to
all stockholders of record as of March 27, 2000, which is the record date for
the special meeting. ITI has filed the proxy statement with the SEC. The proxy
statement contains important information about ITI, SLC and the merger.
Investors are urged to read it carefully. The proxy statement as well as other
information regarding ITI is available free of charge on the SEC's website,
www.sec.gov.
Approval of the merger will require the affirmative vote of a majority of the
shares of ITI common stock outstanding on the record date. Subject to
stockholder approval, we expect the merger to close on or about May 2, 2000.
In addition to the proxy statement, ITI stockholders have been mailed election
forms relating to the cash election discussed above. Election forms are due no
later than 5:00 p.m. central time on May 1, 2000. Detailed instructions will
accompany the election forms.
Copies of the proxy statement and cash election forms may be obtained by calling
ITI's information agent, Georgeson Shareholder Communications Inc., at (800)
223-2064.
Please visit our web site at www.itii.com for additional product and company
information.
This press release contains certain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. These statements may be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "estimate," "goal," "continue" or comparable terminology. Such
statements involve risks or uncertainties and are qualified in their entirety by
the cautions contained in reports and documents filed by ITI Technologies, Inc.
with the Securities and Exchange Commission.
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<TABLE>
<CAPTION>
FINANCIAL RESULTS (Unaudited): Three Months Ended Mar. 31,
---------------------------
2000 1999
---- ----
<S> <C> <C>
NET SALES $ 31,528,000 $ 27,829,000
COST OF GOODS SOLD 16,603,000 14,829,000
--------------- --------------
GROSS PROFIT 14,925,000 13,000,000
OPERATING EXPENSES:
MARKETING, GENERAL &
ADMINISTRATIVE 6,449,000 5,280,000
RESEARCH & DEVELOPMENT 2,341,000 1,983,000
AMORTIZATION OF INTANGIBLES 353,000 353,000
--------------- --------------
OPERATING INCOME 5,782,000 5,384,000
INTEREST & OTHER INCOME 861,000 261,000
--------------- --------------
INCOME BEFORE INCOME
TAX EXPENSE 6,643,000 5,645,000
INCOME TAX EXPENSE 2,455,000 2,034,000
--------------- --------------
NET INCOME $ 4,188,000 $ 3,611,000
=============== ==============
DILUTED EARNINGS
PER SHARE $.47 $.41
DILUTED EARNINGS PER SHARE EXCLUDING
MERGER-RELATED EXPENSES $.49 $.41
WEIGHTED AVERAGE SHARES
OUTSTANDING-DILUTED 8,902,000 8,853,000
=============== ==============
</TABLE>
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<TABLE>
<CAPTION>
FINANCIAL POSITION:
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
CASH & CASH EQUIVALENTS $ 10,992,000 $ 9,741,000
ACCOUNTS RECEIVABLE 20,397,000 20,038,000
NOTES RECEIVABLE, CURRENT PORTION 12,456,000 6,897,000
INVENTORIES 24,766,000 23,887,000
OTHER CURRENT ASSETS 2,967,000 3,530,000
-------------------- --------------------
TOTAL CURRENT ASSETS 71,578,000 64,093,000
PROPERTY & EQUIPMENT 12,696,000 13,108,000
NOTES RECEIVABLE, NET
OF CURRENT PORTION 8,060,000 12,673,000
INTANGIBLE ASSETS 41,860,000 42,236,000
-------------------- --------------------
TOTAL ASSETS $ 134,194,000 $ 132,110,000
==================== ====================
CURRENT LIABILITIES:
ACCOUNTS PAYABLE $ 4,145,000 $ 5,652,000
OTHER ACCRUED EXPENSES 5,645,000 6,307,000
-------------------- --------------------
TOTAL CURRENT LIABILITIES 9,790,000 11,959,000
INCOME TAXES 5,745,000 5,745,000
-------------------- --------------------
TOTAL LIABILITIES 15,535,000 17,704,000
-------------------- --------------------
STOCKHOLDERS' EQUITY:
COMMON STOCK AND ADDITIONAL
PAID IN CAPITAL 80,173,000 80,108,000
RETAINED EARNINGS 53,865,000 49,677,000
TREASURY STOCK, AT COST (15,379,000) (15,379,000)
-------------------- --------------------
TOTAL STOCKHOLDERS' EQUITY 118,659,000 114,406,000
-------------------- --------------------
TOTAL LIABILITIES AND EQUITY $ 134,194,000 $ 132,110,000
==================== ====================
</TABLE>
