<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1994.
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 50549
FORM S-8
Registration Statement under
the Securities Act of 1933
THOMAS INDUSTRIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 61-0505332
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4360 Brownsboro Road, Suite 300
Louisville, Kentucky 40207
(Address of Principal Executive Offices)
THOMAS INDUSTRIES INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
Phillip J. Stuecker
Secretary, Vice President of Finance,
and Chief Financial Officer
Thomas Industries Inc. 502/893-4600
4360 Brownsboro Road, Suite 300
Louisville, Kentucky 40207 (Telephone Number, Including Area
(Name and Address of Agent for Service) Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
<C> <C> <C> <C> <C>
Common Stock, par value 250,000 Shares $14.44 $3,610,000 $1,245
$1.00 including Preferred
Stock Purchase Rights (3)
<FN>
(1) An undetermined number of additional shares may be issued if the anti-
dilution provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Common Stock
as reported on the New York Stock Exchange on July 20, 1994.
(3) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
1. The Annual Report of Thomas Industries Inc. (the "Company") on
Form 10-K for the year ended December 31, 1993, which has
heretofore been filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act").
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1994, filed by the Company with the
Commission pursuant to the 1934 Act.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.
4. The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, as
amended, filed with the Commission pursuant to Section 12 of the
1934 Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"), provided,
however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934 in each year during which the offering
made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this registration statement.
<PAGE> 3
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation law and the Bylaws and
Restated Certificate of Incorporation of the Company provide as
follows:
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law and the Bylaws of
the Company provide for indemnification of directors and officers for
expenses (including reasonable amounts paid in settlement) incurred in
defending actions brought against them.
The Company's Restated Certificate of Incorporation contains a
provision that eliminates, to the fullest extent permitted by Delaware
law, the personal liability of each director of the Company to the
Company and its shareholders for monetary damages for certain breaches
of fiduciary duty. This provision does not affect the director's
liability for monetary damages for breaches of the duty of loyalty,
actions or omissions not in good faith, knowing violation of law or
intentional misconduct, willful or negligent conduct in approving an
unlawful dividend, stock repurchase or redemption, or obtaining
improper personal benefits; nor does this provision eliminate the
ability to bring suit to rescind a transaction or to enjoin a proposed
transaction from occurring. In addition, this provision applies only
to claims against a director arising out of his role as a director and
not, if he is also an officer, his role as an officer or in any other
capacity, nor to his responsibilities under any other law, such as the
federal securities laws.
The Bylaws of the Company provide that directors and officers shall be
indemnified and held harmless by the Company to the fullest extent
permitted by the laws of Delaware as the same now or hereafter exist.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims
arising out of the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
<PAGE> 4
Item 9. Undertakings.
The registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made
a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
4. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
5. Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the provisions described in Item 6
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Louisville, Commonwealth of Kentucky, on the
22nd day of July, 1994.
THOMAS INDUSTRIES INC.
/S/ Phillip J. Stuecker
Vice President of Finance, Chief
Financial Officer, and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Thomas Industries Inc., hereby
severally constitute Timothy C. Brown and Phillip J. Stuecker, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Thomas Industries Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration Statement has been
signed by the following persons, in the capacities indicated, on the 22nd day
of July, 1994.
<TABLE>
<CAPTION>
Signature Title
<C> <C>
/S/ Walter S. Davis Chairman of the Board
/S/ Timothy C. Brown President, Chief Executive Officer, and
Director
/S/ Phillip J. Stuecker Vice President of Finance, Chief
Financial Officer, and Secretary
(Principal Accounting Officer)
/S/ David J. Stumler Controller and Assistant Secretary
(Chief Accounting Officer)
<PAGE> 6
/S/ Peter P. Donis Director
/S/ Wallace H. Dunbar Director
/S/ Roger P. Eklund Director
/S/ H. Joseph Ferguson Director
/S/ Gene P. Gardner Director
/S/ Lawrence E. Gloyd Director
/S/ Ralph D. Ketchum Director
/S/ Franklin J. Lunding, Jr. Director
/S/ Bernard W. Rogers Director
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
<C> <C>
4.1 Thomas Industries Inc. Nonemployee Director Stock Option Plan*
4.2 Restated Certificate of Incorporation of Registrant (1)
4.3 Bylaws of Registrant (2)
4.4 Rights Agreement dated as of December 23, 1987, between the
Company and the Wachovia Bank and Trust Co., N.A. (3)
4.5 Amendment dated as of October 18, 1990, to Rights Agreement (4)
5 Opinion (including consent) of McDermott, Will & Emery*
23.1 Consent of KPMG Peat Marwick*
23.2 Consent of Ernst & Young*
<FN>
*Filed herewith
(1) Previously filed as an exhibit to Registrant's Form 10-Q filed for the
quarterly period ended June 30, 1988, and incorporated herein by this
reference.
(2) Previously filed as an exhibit to Registrant's Form 10-K filed for the
fiscal year ended December 31, 1991, and incorporated herein by this
reference.
(3) Previously filed by the Registrant on Form 8-A on December 23, 1987, and
incorporated herein by this reference.
(4) Previously filed by the Registrant on Form 8 on October 23, 1990, and
incorporated herein by this reference.
</TABLE>
<PAGE> 1
Exhibit 4.1
THOMAS INDUSTRIES INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
GENERAL
1.1 PURPOSE.
Thomas Industries Inc., a Delaware corporation (the "Company"), hereby adopts
this Thomas Industries Inc. Nonemployee Director Stock Option Plan (the
"Plan"). The purpose of the Plan is to increase the stock ownership of
nonemployee directors and to foster and promote the long-term financial success
of the Company by attracting and retaining outstanding nonemployee directors by
enabling them to participate in the Company's growth through automatic,
nondiscretionary grants of Options (as defined in Article II).
1.2 PARTICIPATION.
Only directors of the Company who at the time a grant is made meet the
following criteria ("Directors") shall receive grants under the Plan: (a) the
director is not, and has not been for at least one year, an employee or officer
of the Company or any subsidiary of the Company; and (b) the director is a
"disinterested person" as such term is defined in Rule 16b-3 promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act") or any similar rule
which may subsequently be in effect ("Rule 16b-3").
1.3 SHARES SUBJECT TO THE PLAN.
Shares of stock covered by grants under the Plan may be in whole or in part
authorized and unissued, or treasury shares of the Company's common stock, or
such other shares as may be substituted pursuant to Section 3.2 ("Common
Stock"). The maximum number of shares of Common Stock which may be issued for
all purposes under the Plan shall be 250,000 (subject to adjustment pursuant to
Section 3.2). Any shares of Common Stock subject to an Option which for any
reason is cancelled or terminated without having been exercised, shall again be
available for grants under the Plan. No fractional shares shall be issued.
1.4 GENDER AND NUMBER.
Except when otherwise indicated by the context, words in the masculine gender
when used in the Plan shall include the feminine gender, the singular shall
include the plural, and the plural shall include the singular.
ARTICLE II
STOCK OPTIONS
2.1 GRANT OF STOCK OPTIONS.
Effective on the date of each annual meeting of the shareholders of the Company
at which Directors are elected ("Annual Meeting") commencing with the Annual
<PAGE> 2
Meeting in 1994, each Director then in office will automatically be awarded a
stock option (an "Option") under the Plan to purchase 2,000 (subject to
adjustment pursuant to Section 3.2) shares of Common Stock. The Options are
not intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended.
2.2 STOCK OPTION CERTIFICATES.
The grant of an Option shall be evidenced by a certificate executed by an
officer of the Company.
2.3 OPTION PRICE.
The purchase price of Common Stock under each Option (the "Option Price")
granted as of the Annual Meeting shall be the Fair Market Value of the Common
Stock as of the date of the Annual Meeting.
2.4 EXERCISE AND TERM OF OPTION.
a. Options may be exercised by the delivery of written notice of exercise and
the Option Price for the shares to be purchased to the Corporate Secretary
of the Company. The Option Price shall be paid in cash (including check,
bank draft, or money order) or, unless in the opinion of counsel to the
Company to do so may result in a possible violation of law, by delivery of
Common Stock already owned by the Director valued at Fair Market Value on
the date of exercise. As soon as practicable after receipt of each notice
and full payment, the Company shall deliver to the Director a certificate
or certificates representing the acquired shares of Common Stock.
b. Each Option may be exercised at any time after the date it is granted until
(subject to Section 3.1) the first to occur of the tenth anniversary of the
date such Option was granted or the second anniversary of the date the
Director ceases to be a Director (whether by death, disability, retirement,
or resignation). In the event of the death of a former Director prior to
the exercise of any Options which were then exercisable, such Options may
be exercised as provided in Section 3.1 until the second anniversary of the
date the former Director ceased to be a Director, provided, however, that
no Option shall be exercisable within the first six months of its term.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 NON-TRANSFERABILITY; BENEFICIARIES.
No Option granted under the Plan shall be transferable by the Director
otherwise than by will or, if the Director dies intestate, by the laws of
descent and distribution. All grants shall be exercisable during the
Director's lifetime only by the Director or his legal representative. Any
transfer contrary to this Section 3.1 will nullify the Option. In the event of
a Director's death prior to the exercise of any Options which were then
exercisable, such Options may be exercised by the Director's beneficiary,
designated as provided below, or, in the absence of any such designation, his
estate. Each Director may name, from time to time, any beneficiary or
<PAGE> 3
beneficiaries (who may be named contingently or successively) who may exercise
such Options and receive such certificates. Each designation will revoke all
prior designations by such Director, will be in writing, and will be effective
only when filed with the Corporate Secretary of the Company, during his
lifetime.
3.2 ADJUSTMENTS UPON CERTAIN CHANGES.
In the event of a stock dividend or stock split, or combination, or other
change in the number of issued shares of Common Stock, a merger, consolidation,
reorganization, recapitalization, sale or exchange of substantially all assets,
or dissolution of the Company, the Board of Directors of the Company ("Board of
Directors") shall, in order to prevent the dilution or enlargement of rights
under Options make such adjustments in the number and type of shares authorized
by the Plan, the number and type of shares covered by outstanding Options, and
the Option Prices specified therein as may be required to prevent such dilution
or enlargement. In the event fractional shares would otherwise result from any
such adjustment, the number of shares so authorized and covered and the prices
thereof shall be further adjusted so as to eliminate such fractions.
3.3 AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN.
a. The Board of Directors may suspend or terminate the Plan or any portion
thereof at any time and may amend it from time to time in such respects as
the Board of Directors may deem advisable in order that any grants
thereunder shall conform to or otherwise reflect any change in applicable
laws or regulations, or to permit the Company or the Directors to enjoy the
benefits of any change in applicable laws or regulations, or in any other
respect the Board of Directors may deem to be in the best interests of the
Company; provided, however, that no such amendment shall, without
stockholder approval to the extent required by law, agreement, or the rules
of any exchange upon which the Common Stock is listed (a) except as
provided in Section 3.2, materially increase the number of shares of Common
Stock which may be issued under the Plan, (b) materially modify the
requirements as to eligibility for participation in the Plan, (c)
materially increase the benefits accruing to Directors under the Plan, or
(d) extend the termination date of the Plan. No such amendment,
suspension, or termination shall (x) impair the rights of Directors under
any outstanding Options without the consent of the Directors affected
thereby, or (y) make any change that would disqualify the Plan, or any
other plan of the Company intended to be so qualified, from the exemption
provided by Rule 16b-3.
b. The provisions of Sections 2.1 and 2.3 may not be amended more than once
every six months other than to comply with changes in the Internal Revenue
Code of 1986, the Employee Retirement Income Security Act of 1974, and the
rules thereunder.
3.4 DEFINITION OF FAIR MARKET VALUE.
The term "Fair Market Value" as it relates to Common Stock on any given date
means (a) the closing sales price of the Company's Common Stock as reported by
the Composite Tape of the New York Stock Exchange (or, if not so reported, on
any domestic stock exchanges on which the Common Stock is then listed); or (b)
<PAGE> 4
if the Common Stock is not listed on any domestic stock exchange, the closing
sales price of the Company's Common Stock as reported by the National
Association of Securities Dealers Automated Quotation System (or, if not so
reported, by the system then regarded as the most reliable source of such
quotations), or, if there are no reported sales on such date, the mean of the
closing bid and asked prices as so reported; or (c) if the Common Stock is
listed on a domestic exchange or quoted in the domestic over-the-counter
market, but there are no reported sales or quotations, as the case may be, on
the given date, the value determined pursuant to (a) or (b) above using the
reported sales prices or quotations on the last previous date on which so
reported; or (d) if none of the foregoing clauses apply, the fair value as
determined in good faith by the Board of Directors.
3.5 PLAN NOT EXCLUSIVE.
The adoption of the Plan shall not preclude the adoption by appropriate means
of any other stock option or other incentive plan for Directors.
3.6 LISTING, REGISTRATION, AND LEGAL COMPLIANCE.
Each Option shall be subject to the requirement that if at any time counsel to
the Company shall determine that the listing, registration, or qualification
thereof or of any shares of Common Stock or other property subject thereto upon
any securities exchange or under any foreign, federal, or state securities or
other law or regulation, or the consent or approval of any governmental body,
or the taking of any other action to comply with or otherwise with respect to
any such law or regulation, is necessary or desirable as a condition to or in
connection with the grant of such Option, or the issue, delivery, or purchase
of shares of Common Stock or other property thereunder, no such Option may be
exercised unless such listing, registration, qualification, consent, approval,
or other action shall have been effected or obtained free of any conditions not
acceptable to the Company, and the holder of the Option will supply the Company
with such certificates, representations, and information as the Company shall
request and shall otherwise cooperate with the Company in effecting or
obtaining such listing, registration, qualification, consent, approval, or
other action. The Company may at any time impose any limitations upon the
exercise of any Option which, in the opinion of the Board of Directors, are
necessary or desirable in order to cause the Plan or any other plan of the
Company to comply with Rule 16b-3. If the Company, as part of an offering of
securities, or otherwise, finds it desirable because of foreign, federal, or
state legal or regulatory requirements to reduce the period during which
Options may be exercised, the Board of Directors may, without the holders'
consent, so reduce such period on not less than 15 days' written notice to the
holders thereof.
3.7 RIGHTS OF DIRECTORS.
Nothing in the Plan shall confer upon any Director any right to serve as a
Director for a period of time or to continue his present or any other rate of
compensation.
<PAGE> 5
3.8 REQUIREMENTS OF LAW; GOVERNING LAW.
The granting of Options and the issuance of shares of Common Stock shall be
subject to all applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required. The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Delaware.
3.9 EFFECTIVE DATE.
The Plan shall, subject to the approval of the holders of a majority of the
shares of Common Stock present, or represented, and entitled to be voted at the
1994 Annual Meeting, be deemed effective as of such Annual Meeting. No grants
shall be made hereunder after April 21, 2004.
<PAGE> 1
Exhibit 5.
MCDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
July 19, 1994
Thomas Industries Inc.
4360 Brownsboro Road
Suite 300
P. O. Box 35120
Louisville, Kentucky 40232-5120
Re: 250,000 Shares of Common Stock ($1.00 par value) and
250,000 Preferred Stock Purchase Rights in connection
with the Nonemployee Director Stock Option Plan of
Thomas Industries Inc. (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Thomas Industries Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") for the registration under the Securities
Act of 1933, as amended, of 250,000 shares of the Company's Common Stock, $1.00
par value (the "Common Stock"), which may be issued pursuant to the Plan and
250,000 Preferred Stock Purchase Rights which currently are attached to, and
trade with, the Common Stock.
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation
2. The Bylaws of the Company
3. Confirmation of the Secretary of State of Delaware, as of a recent date,
as to the good standing of the Company in that state
4. A copy of resolutions duly adopted by the Board of Directors of the
Company relating to the Plan
5. A copy of the Plan
In addition to the examination outlined above, we have conferred with various
officers of the Company and have ascertained or verified, to our satisfaction,
such additional facts as we deemed necessary or appropriate for the purposes of
this opinion.
We are of the opinion that:
a. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware.
b. All legal and corporate proceedings necessary for the issuance of the
shares of Common Stock pursuant to the Plan have been duly taken; and the
Common Stock, upon issuance pursuant to the terms of the Plan, and the
<PAGE> 2
Preferred Stock Purchase Rights, will be duly authorized, legally and
validly issued, fully paid, and nonassessable.
We hereby consent to all references to our Firm in the Registration Statement
and to the filing of this opinion by the Company as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules an regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ McDermott, Will & Emery
<PAGE> 1
Exhibit 23.1
KPMG PEAT MARWICK
SUITE 200
400 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Thomas Industries Inc.
We consent to the use of our reports incorporated herein by reference.
Our reports refer to a change in the method of accounting for postretirement
benefits, income taxes, and certain inventories.
/S/ KPMG PEAT MARWICK
Louisville, Kentucky
July 22, 1994
<PAGE> 1
Exhibit 23.2
ERNST & YOUNG
SUITE 2100
400 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Thomas Industries Inc. Nonemployee Director Stock
Option Plan of our report dated February 11, 1993, with respect to the
consolidated financial statements and schedules of Thomas Industries Inc.
included or incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG
July 21, 1994
