<PAGE>
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THOMAS INDUSTRIES 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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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Notes:
<PAGE>
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207
(502) 893-4600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1995
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Thomas Industries Inc., a Delaware
corporation, will be held at the Seelbach Hotel, 500 Fourth Street, Louisville,
Kentucky on Thursday, April 20, 1995 at 10:00 A.M. Eastern Daylight Time for
the following purposes:
1. To elect three directors.
2. To consider and vote upon a proposal to approve the Thomas Industries
Inc. 1995 Incentive Stock Plan.
3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 3, 1995 as
the record date for determining the shareholders entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors
Phillip J. Stuecker
Vice President of Finance,
Chief Financial Officer and
Secretary
March 14, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND MAIL THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE FOR MAILING
IN THE UNITED STATES. A PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION WILL
BE APPRECIATED.
<PAGE>
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 20, 1995
----------------
To the Shareholders of
THOMAS INDUSTRIES INC.:
This Proxy Statement is being mailed to shareholders on or about March 14,
1995 and is furnished in connection with the solicitation by the Board of
Directors of Thomas Industries Inc., a Delaware corporation (the
"Corporation"), of proxies for the Annual Meeting of Shareholders to be held on
April 20, 1995 for the purpose of considering and acting upon the matters
specified in the Notice of Annual Meeting of Shareholders accompanying this
Proxy Statement. If the form of Proxy which accompanies this Proxy Statement is
executed and returned, it will be voted. A Proxy may be revoked at any time
prior to the voting thereof by written notice to the Secretary of the
Corporation.
A majority of the outstanding shares entitled to vote at this meeting and
represented in person or by proxy will constitute a quorum. With regard to the
election of directors, the Thomas Industries Inc. 1995 Incentive Stock Plan and
any other proposal submitted to a vote, approval requires the affirmative vote
of a majority of the shares entitled to vote and represented in person or by
proxy at this meeting. Shares represented by proxies which are marked "abstain"
or to deny discretionary authority on any matter will be treated as shares
present and entitled to vote, which will have the same effect as a vote against
any such matters. Broker "non-votes" will be treated as not represented at the
meeting as to matters for which a non-vote is indicated on the broker's proxy.
Broker "non-votes" and the shares as to which shareholders abstain are included
for purposes of determining whether a quorum of shares is present at a meeting.
A broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. Broker "non-votes" will not affect the
determination of the outcome of the vote on any proposal to be decided at the
meeting.
Expenses incurred in the solicitation of proxies will be borne by the
Corporation. Officers of the Corporation may make additional solicitations in
person or by telephone. In addition, the Corporation has retained McCormick &
Pryor Ltd. to assist in the solicitation of proxies for a fee of $4,000, plus
reimbursement of reasonable out-of-pocket expenses incurred in connection with
the solicitation.
The Annual Report to Shareholders for fiscal year 1994 accompanies this Proxy
Statement. If you did not receive a copy of the report, you may obtain one by
writing to the Secretary of the Corporation.
As of March 3, 1995, the Corporation had outstanding 10,082,678 shares of
Common Stock and such shares are the only shares entitled to vote at the Annual
Meeting. Each share is entitled to one vote on each matter to be voted upon at
the Annual Meeting.
<PAGE>
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Set forth in the following table are the beneficial holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as
of March 3, 1995, except as otherwise noted, of (i) each person (including any
"group" as used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act")) known by the Corporation to own beneficially more than 5% of
its outstanding Common Stock, (ii) directors and nominees, (iii) the executive
officers named in the Summary Compensation Table who are not directors, and
(iv) all executive officers, directors and nominees as a group.
Under Rule 13d-3 of the Exchange Act, persons who have power to vote or
dispose of Common Stock of the Corporation, either alone or jointly with
others, are deemed to be beneficial owners of such Common Stock. Because the
voting or dispositive power of certain stock listed in the following table is
shared, the same securities in such cases are listed opposite more than one
name in the table. The total number of shares of Common Stock of the
Corporation listed in the table, after elimination of such duplication, is
2,856,870 (27.8% of the outstanding Common Stock).
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL PERCENT
NAME OWNERSHIP(1) OF CLASS
---- ---------------- --------
<C> <S> <C> <C>
(i) Gabelli Group.................... 1,896,747 (2) 18.81%
One Corporate Center
Rye, NY 10580
(ii) Walter S. Davis.................. 14,218 (3) *
Timothy C. Brown................. 69,678 (4) *
Peter P. Donis................... 5,102 (3) *
Wallace H. Dunbar................ 151,287 (3)(5) 1.50
Roger P. Eklund.................. 174,625 (3)(6) 1.73
H. Joseph Ferguson............... 357,559 (3)(7)(8) 3.55
Gene P. Gardner.................. 17,624 (3) *
Lawrence E. Gloyd................ 4,140 (3) *
Ralph D. Ketchum................. 3,400 (3) *
Franklin J. Lunding, Jr.......... 351,820 (3)(7) 3.49
Bernard W. Rogers................ 349,564 (3)(7) 3.47
(iii) Clifford C. Moulton.............. 13,000 (4) *
Phillip J. Stuecker.............. 42,192 (4) *
C. Barr Schuler.................. 70,175 (4) *
Gilbert R. Grady, Jr............. 20,464 (4) *
(iv) All Executive Officers, Directors
and Nominees as a Group (17
persons)........................ 960,123 (9) 9.33%
</TABLE>
--------
* Less than 1.0%
(1) Excludes shares owned separately by spouses or children in the households
of the following: Mr. Davis--4,120 shares; Mr. Brown--215 shares; Mr.
Dunbar--30,399 shares; and all executive officers and directors as a
group--34,734 shares. Each such person disclaims that he is the beneficial
owner of any shares of which except for Rule 13d-3 he would not be deemed
the beneficial owner.
2
<PAGE>
(2) Based upon an amendment to Schedule 13D filed by certain reporting persons
(the "Gabelli Group") with the Securities and Exchange Commission on
February 7, 1995. One of the members of the Gabelli Group, GAMCO Investors,
Inc., beneficially owns 1,620,847 shares, representing 16.07% of the
outstanding Common Stock. GAMCO Investors, Inc. has sole voting power with
respect to 1,413,347 of such shares. The other reporting persons included
in this group are Gabelli Funds, Inc., Gabelli International Limited and
Mario J. Gabelli.
(3) Includes 2,000 shares which may be acquired pursuant to options exercisable
within sixty days under the Thomas Industries Inc. Nonemployee Director
Stock Option Plan.
(4) Includes shares which may be acquired pursuant to stock options exercisable
within sixty days under the Thomas Industries Inc. 1987 Incentive Stock
Plan as follows: Mr. Brown--62,692 shares; Mr. Moulton--6,000 shares; Mr.
Stuecker--36,863 shares; Mr. Schuler--54,589 shares; Mr. Grady--15,178
shares; and all executive officers and directors as a group--184,322
shares.
(5) Includes 2,032 shares owned by the Dunbar Foundation, for which Mr. Dunbar
serves as President. Mr. Dunbar disclaims beneficial ownership of such
shares.
(6) Includes 46,116 shares held in three trusts of which Mr. Eklund is a co-
trustee, 41,390 shares held by two charitable foundations of which Mr.
Eklund is a director and officer, and 5,628 shares held by a pension trust
over which Mr. Eklund shares voting control. Mr. Eklund disclaims
beneficial ownership of such shares.
(7) Includes 346,964 shares held by the Thomas Industries Master Trust, as
amended, of which Mr. Ferguson, Mr. Lunding and Mr. Rogers comprise the
Investment Committee. The Investment Committee has the power to vote and
direct disposition of such shares, except for certain restrictions placed
upon the Investment Committee by the Trustee in the event of a tender offer
for the shares of the Corporation. Messrs. Ferguson, Lunding and Rogers
disclaim beneficial ownership of such shares.
(8) Includes 5,095 shares owned by a trust of which Mr. Ferguson is a trustee.
Mr. Ferguson disclaims beneficial ownership of such shares.
(9) The total number of shares of Common Stock of the Corporation reported for
executive officers, directors and nominees as a group is shown after
eliminating duplication within the table.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Corporation provides that
the Board of Directors of the Corporation shall be divided into three classes,
as nearly equal in number as possible, with one class being elected each year
for a three-year term. At the Annual Meeting of Shareholders, three Class III
directors are to be elected to serve until 1998 and six directors will continue
to serve in accordance with their prior election or appointment.
Walter S. Davis, who is the Chairman of the Board and a member of the
Executive Committee, and Bernard W. Rogers, who is a member of the Audit and
Investment Committees, have advised the Corporation that they are retiring as
directors effective as of April 20, 1995. The Board of Directors wishes to
thank them for their service to the Corporation over the years. As a result of
the retirements, the Board of Directors amended the Corporation's By-laws,
effective as of April 20, 1995, by reducing the number of directors from eleven
to nine and reducing the number of members in Classes I and II from four to
three. Two of the Class III nominees, Messrs. Eklund and Ketchum, are Class I
and Class II incumbent directors, respectively.
3
<PAGE>
Messrs. Eklund and Ketchum will resign as Class I and Class II directors,
respectively, following election as Class III directors at the Annual Meeting
of Shareholders.
It is intended that the proxies (except proxies marked to the contrary) will
be voted for the nominees listed below, all of whom are members of the present
Board of Directors. It is expected that the nominees will serve, but if any
nominee declines or is unable to serve for any unforeseen cause, the proxies
will be voted to fill any vacancy so arising in accordance with the
discretionary authority of the persons named in the proxies.
The Board of Directors recommends a vote FOR each of the Class III nominees.
NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to the
nominees and the continuing directors:
<TABLE>
<CAPTION>
NAME, AGE AND YEAR
FIRST ELECTED DIRECTOR PRINCIPAL OCCUPATION AND OTHER INFORMATION
---------------------- ------------------------------------------
CLASS III NOMINEES FOR ELECTION WITH TERMS EXPIRING IN 1998
<S> <C>
Roger P. Eklund................ Partner of Eklund and Eklund (attorneys) for
Age 63 1974 more than five years. Chairman of the Board and
a director of Upbancorp, Inc. (bank holding
company) since 1983.
H. Joseph Ferguson............. Director and founder of Ferguson, Wellman, Rudd,
Age 61 1989 Purdy & Van Winkle Inc. (investments) for more
than five years. President of such entity until
1993.
Ralph D. Ketchum............... President of RDK Capital, Inc., the general
Age 68 1989 partner of RDK Capital Limited Partnership
(investments) for more than five years. Also
serves as Chief Executive Officer and Chairman
of the Board of Heintz Corporation, a majority
owned subsidiary of RDK Capital Limited
Partnership. Heintz Corporation commenced a
voluntary case under Chapter 11 of the federal
Bankruptcy Code in August 1993. Formerly, Senior
Vice President and Group Executive of the
Lighting Group, General Electric Company (1980
to 1987). Director of Metropolitan Savings Bank,
Olgebay-Norton Corporation, Pacific Scientific
Corporation and Lithium Technology Corporation.
CLASS I DIRECTORS WITH TERMS EXPIRING IN 1996
Peter P. Donis................. Retired President and Chief Operating Officer of
Age 70 1987 Caterpillar Inc. (equipment manufacturer) (1985
to 1989). Director of Giddings and Lewis, Inc.
Gene P. Gardner................ Chairman of the Board and a director of Beaver
Age 65 1986 Dam Coal Company (coal properties) since 1983.
Director of LG&E Energy Corp., Louisville Gas &
Electric Company, Commonwealth Financial
Corporation and Commonwealth Bank and Trust
Company.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND YEAR
FIRST ELECTED DIRECTOR PRINCIPAL OCCUPATION AND OTHER INFORMATION
---------------------- ------------------------------------------
<S> <C>
Lawrence E. Gloyd.............. Chairman of the Board, President and Chief
Age 62 1987 Executive Officer of CLARCOR Inc. (manufacturer
of filtration and packaging products) since
1990. President and Chief Executive Officer of
CLARCOR Inc. (March 1988 to 1990). Director of
AMCORE Financial, Inc., G.U.D. Holdings and
Woodward Governor, Inc.
CLASS II DIRECTORS WITH TERMS EXPIRING IN 1997
Timothy C. Brown............... President and Chief Executive Officer of the
Age 44 1989 Corporation since February 1992. Prior to
February 1992, held various positions with the
Corporation including Executive Vice President,
Chief Operating Officer (February 1991 to
February 1992), Executive Vice President,
Operations (1990 to February 1991) and Executive
Vice President (1989 to 1990). Director of
National City Bank, Kentucky.
Wallace H. Dunbar.............. Chairman of the Board of Americo Group (vinyl
Age 63 1991 and fabric lamination) for more than five years.
Director of Liberty National Bank. Mr. Dunbar
previously served as a director of the
Corporation from 1968 to 1979.
Franklin J. Lunding, Jr........ Attorney in private practice for more than five
Age 56 1972 years. Chairman of the Board, President, Chief
Executive Officer and a director of BioCatalyst
Resources, Inc. (publisher of Advances in
Nutrition(TM), and other nutrition related
publications for veterinarians and organizer of
seminars covering nutritional subjects), and its
wholly owned subsidiary, The Prozyme Co., Inc.
(manufacturer and distributor of enzyme-based
food supplements) since June 1988.
</TABLE>
5
<PAGE>
EXECUTIVE COMPENSATION
The following table presents summary information concerning compensation
awarded or paid to, or earned by, the Chief Executive Officer and each of the
other four most highly compensated executive officers at December 31, 1994
during each of the last three fiscal years for services rendered to the
Corporation and its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ ---------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND COMPENSATION AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) ($)(2) ($)(3) (#)(4) ($)(5)
------------------ ---- ---------- ------------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy C. Brown(6)..... 1994 $275,000 $69,809 -- -- 30,000 $31,660
President and Chief 1993 250,000 -- $ 1,481 -- 15,000 8,805
Executive Officer 1992 214,022 -- -- -- 10,000 766
Clifford C. Moulton(7).. 1994 $180,000 $86,426 $56,659 -- 10,000 $24,870
Group Vice President, 1993 137,500 88,000 58,941 -- 12,000 --
Compressors and Vacuum 1992 -- -- -- -- -- --
Pumps
Phillip J. Stuecker..... 1994 $162,000 $47,255 -- -- 10,000 $16,763
Vice President of 1993 150,000 -- -- -- 6,000 4,841
Finance, 1992 130,000 -- -- -- 3,750 452
Chief Financial Officer
and Secretary
C. Barr Schuler......... 1994 $149,000 $27,741 -- -- 1,500 $15,070
Vice President, 1993 149,000 -- $ 8,959 -- 1,500 5,724
Corporate Development 1992 145,000 28,363 1,839 -- 1,500 558
and Treasurer
Gilbert R. Grady, Jr.... 1994 $119,000 $25,231 -- -- 4,000 $11,340
Vice President, 1993 113,000 -- -- -- 2,000 3,647
Employee Relations 1992 109,000 -- -- -- 1,500 365
</TABLE>
--------
(1) Represents bonuses paid under the executive compensation plan described in
the Compensation Committee Report on Executive Compensation.
(2) The named executive officers received certain perquisites in 1992, 1993 and
1994, the amount of which did not exceed the lesser of $50,000 or 10% of
any such officer's salary and bonus, except with respect to Mr. Moulton
whose "Other Annual Compensation" included an allowance and expense
reimbursement related to moving of $52,441 in 1993 and $51,784 in 1994. Mr.
Schuler received tax-offset bonuses upon exercise of stock options in 1992
and 1993 and Mr. Brown received a tax-offset bonus upon exercise of stock
options in 1993.
(3) No restricted stock was granted to any of the named executive officers in
1992, 1993 or 1994 and no shares of restricted stock were held by any of
the named executive officers as of the end of 1994.
(4) Represents stock options awarded under the Corporation's 1987 Incentive
Stock Plan.
6
<PAGE>
(5) All Other Compensation represents amounts contributed or accrued for the
named individuals under the Corporation's Profit Sharing Plan.
(6) Mr. Brown was elected President and Chief Executive Officer effective
February 6, 1992. Amounts shown for Mr. Brown for 1992 represent his
compensation for the entire year, including the portion of the year during
which he did not serve in such positions.
(7) Clifford C. Moulton was elected Group Vice President, Compressors and
Vacuum Pumps effective March 1, 1993. Prior to that time, Mr. Moulton was
not an officer or employee of the Corporation. In connection with
recruiting Mr. Moulton, the Corporation agreed to calculate Mr. Moulton's
bonus payment on the basis he was a full-time employee of the Corporation
as of January 1, 1993. Mr. Moulton's base salary and bonus potential were
established pursuant to an employment arrangement entered into in March
1993 between the Corporation and Mr. Moulton. The employment arrangement
expired March 1, 1995.
The following tables present certain additional information concerning stock
options granted to the named executive officers during 1994 and the value of
options held by such officers at fiscal year-end. There were no option
exercises in 1994 by the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(3)
------------------------------------------------ -----------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE 5% 10%
---- -------------- ------------ --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Timothy C. Brown........ 30,000 16.2% $13.375 12/14/04 $252,788 $637,988
Clifford C. Moulton..... 10,000 5.4 13.375 12/14/04 84,263 212,663
Phillip J. Stuecker..... 10,000 5.4 13.375 12/14/04 84,263 212,663
C. Barr Schuler......... 1,500 0.8 13.375 12/14/04 12,639 31,899
Gilbert R. Grady, Jr.... 4,000 2.2 13.375 12/14/04 33,705 85,065
</TABLE>
--------
(1) All options were granted in December 1994 and one-fourth of each option
becomes exercisable each year beginning December 14, 1996. Each year the
Compensation Committee determines whether tax-offset bonuses will be
available to holders of non-qualified stock options upon exercise. The
Compensation Committee has determined that tax-offset bonuses will be
available during 1995, provided that such determination is subject to
change at any time during the year.
(2) The exercise price for all options granted is equal to the market price of
the Corporation's Common Stock on December 14, 1994.
(3) The amounts shown under these columns are the result of calculations at 5%
and 10% annual rates over the ten-year term of the options as required by
the Securities and Exchange Commission and are not intended to forecast
future appreciation of the stock price of the Corporation's Common Stock.
The actual value, if any, an executive officer may realize will depend on
the excess of the stock price over the exercise price on the date the
option is exercised.
7
<PAGE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF SECURITIES UNDERLYING THE-MONEY
UNEXERCISED OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
------------------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------------- ----------------- ----------- -------------
<S> <C> <C> <C> <C>
Timothy C. Brown........ 62,692 43,334 $102,914 $62,086
Clifford C. Moulton..... 4,000 18,000 12,250 34,500
Phillip J. Stuecker..... 36,863 15,250 63,188 22,469
C. Barr Schuler......... 54,589 3,000 54,000 5,438
Gilbert R. Grady, Jr.... 15,178 5,834 38,041 8,523
</TABLE>
--------
(1) Based on the market value of the Corporation's Common Stock on December 31,
1994.
OTHER BENEFIT PLANS
The Corporation maintains a Pension Floor Plan (the "Floor Plan") covering
substantially all U.S. salaried employees. Terms of the Floor Plan, which is
funded by the Corporation, include among others, provisions for a normal,
optional early or deferred retirement date, disability, retirement and survivor
benefits. Under the Floor Plan, an employee who retires at normal retirement
age will receive a monthly pension equal to 1.1 percent of his Average Monthly
Earnings (defined as the average of the highest monthly compensation earned
during the consecutive five-year period preceding the retirement date) for each
year of service plus 0.56 percent of his Average Monthly Earnings in excess of
Covered Compensation (defined as one-twelfth of the average of the Social
Security taxable wage base in effect during the 35-year period preceding the
retirement date) for each year of service minus the employee's monthly benefit
resulting from the employee's vested account balance under the Corporation's
defined contribution, tax-qualified Profit Sharing Plan. As a result of the
fluctuation of investment results of the Profit Sharing Plan and the
undetermined amount of future contributions by the Corporation to the Profit
Sharing Plan, the Corporation is unable to determine whether there are any
benefits accruing with respect to any current employee under the Floor Plan
until the individual retires.
OTHER COMPENSATION ARRANGEMENTS
The Corporation entered into agreements ("Employment Agreements") with
Messrs. Brown, Schuler, Stuecker and Grady effective October 1, 1988, and with
Mr. Moulton effective March 1, 1993. The Employment Agreements provide for
continued employment of the respective officer by the Corporation for a period
of two years following a "change of control" (as defined) on an equivalent
basis to employment immediately before the change of control. If the employee
is terminated other than for "cause" (as defined) or if the employee terminates
his employment for "good reason" (as defined) after a change of control of the
Corporation, each agreement provides for (a) payment of the employee's "highest
base salary" (as defined) and prorated annual bonus through the date of
termination, (b) payment of the present value of the employee's highest base
salary (plus an annual bonus) for a period of three years, (c) payment of any
compensation previously deferred, (d) payment of the present value of three
annual payments, each equal to the average annual contribution by the
Corporation for the benefit of the employee to all the Corporation's retirement
plans, and (e) the continuation of benefits to the employee and/or the
employee's family provided in connection with the Corporation's medical and
life insurance policies for a period of three years. If it is determined that
any payment made pursuant to these agreements would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), the respective employee would be entitled to receive additional
payments so that the employee would be in the same after-tax position
8
<PAGE>
as if no excise tax were imposed. The Employment Agreements also provide that
an employee will be reimbursed for any legal expenses incurred in litigating
his rights under the agreement. Subject to earlier termination as a result of
death, disability, retirement, or termination of employment (unrelated to a
change of control), these agreements have three-year terms, automatically
extending for an additional one-year term from October 1 of each year unless
the Corporation terminates the extension upon sixty days' prior notice. In
January 1993, the Corporation notified Messrs. Schuler and Grady that their
Employment Agreements would terminate on October 1, 1995.
In conjunction with the Employment Agreements, the Corporation entered into
an agreement with National City Trust Company establishing a trust to provide
in whole, or in part, for the payment of the benefits payable under the
Employment Agreements. The Corporation, at the direction of the Board of
Directors, may contribute to the trust such sums of money or other property as
it from time to time deems appropriate to meet its obligations under the
Employment Agreements.
In addition, options for a total of 89,584 shares of Common Stock granted
under the Corporation's incentive stock plans and presently outstanding (but
not currently exercisable) will become immediately exercisable in the event of
a change of control of the Corporation. Options for an additional 175,500
shares of Common Stock granted on December 14, 1994 (but not currently
exercisable) also will become immediately exercisable in the event of a change
of control of the Corporation at any time after May 14, 1995.
The Board of Directors adopted a Severance Pay Policy, effective October 1,
1988, for all full-time officers of the Corporation. If an officer is
involuntarily terminated by the Corporation (other than for misconduct), upon
the execution by such officer of a waiver and release of all claims against the
Corporation, he or she will receive severance pay equal to two weeks'
compensation (at the pay rate in effect at the date of the termination) for
each year of continuous full-time employment with the Corporation. Severance
pay under the Policy is subject to a minimum payment equal to four weeks'
compensation and a maximum payment equal to fifty-two weeks' compensation and
will be payable in installments. Any installments outstanding at the time the
subject individual begins new employment or self-employment will be waived
automatically under the terms of the Policy. In addition, an officer shall be
entitled to a "non-compete lump sum" equal to the severance pay described above
if the terminated officer executes a one-year Non-Compete Agreement. This non-
compete lump sum is payable one year after the date of involuntary termination
provided the terminated officer remains in compliance with the Non-Compete
Agreement. An officer who, within the scope of this Severance Pay Policy,
voluntarily terminates employment with the Corporation shall be entitled to a
maximum of one month's severance pay. If the Corporation, a division or
subsidiary of the Corporation is sold by the Corporation, no officer shall be
deemed terminated because of such sale, and there shall be no entitlement to
severance pay pursuant to this Severance Pay Policy.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for 1994:
EXECUTIVE OFFICER COMPENSATION POLICIES AND 1994 RESULTS
The Compensation Committee of the Board of Directors administers the
Corporation's executive officer compensation program, consisting of base
salary, annual bonus opportunities and stock option grants. Base salary levels
reflect individual officer responsibilities and performance over time;
adjustments to base salary reflect both individual performance and the
Compensation Committee's judgment of Corporation and business unit financial
performance. The Corporation's Key Employee Bonus Plan directly links potential
9
<PAGE>
annual incentive payments to the accomplishment of predetermined financial and
functional goals. A portion of each executive officer's potential bonus is tied
to the Corporation's overall financial performance. Awards under the
Corporation's Incentive Stock Option Plan directly link potential participant
rewards to increases in shareholder value. As a result of the Corporation's
practice in implementing these plans, more than 40% of senior executive
officers' potential compensation is directly related to financial performance
and increases in shareholder value.
With respect to 1994, the Committee reviewed executive officer salaries and
recommended to the Board that adjustments be made, based on individual
performance and the results of an executive compensation survey conducted on
behalf of the Corporation by an independent executive compensation consulting
firm (the "Survey"). Based upon the Corporation's Survey, the Committee
believes executive officer base salaries for 1994 are at or below median
competitive base salary levels of manufacturing companies of comparable
capitalization.
For the 1994 Key Employee Bonus Plan, the Committee approved goals based on
corporate pre-tax earnings, business unit operating income and individual
participant performance. These financial goals were adjusted to reflect the
sale of the Portland Willamette, Builders Brass Works and Oliver-MacLeod
Divisions and the gains on these divestitures were excluded in the
determination of bonuses for the executive officers under the Plan. As a result
of the achievement of such goals in 1994, bonuses were awarded to executive
officers. See the Summary Compensation Table above.
CHIEF EXECUTIVE OFFICER COMPENSATION
For 1994, Mr. Brown's potential bonus award was based on the Corporation
meeting certain financial objectives, including targets related to company-wide
earnings and return on assets as well as operating income and return on assets
of the Lighting Group and Compressor & Vacuum Pump Group and certain functional
objectives, including the successful rationalization of the Commercial &
Consumer Products Group and the successful consolidation of functions in the
Lighting Group. Since such goals were achieved, a bonus was paid for 1994
performance under the bonus program established by the Committee in February
1994. See the Summary Compensation Table above.
The Committee also believes that Mr. Brown's stock option grant helps to
align his compensation directly with shareholder value. The potential value of
this grant is based solely on increases in the fair market value of the
Corporation's stock during the term of the option.
Congress has enacted the Omnibus Reconciliation Act of 1993 which, among
other things, establishes certain requirements in order for compensation
exceeding $1 million earned by certain executives to be deductible. Because the
total compensation for executive officers is significantly below the $1 million
threshold, the Compensation Committee has not had to address the issues
relative thereto.
----------------
The Board (with Mr. Brown abstaining and not present during the vote)
approved the recommendations made by the Compensation Committee with respect to
each element of Mr. Brown's compensation, as well as the compensation of the
other executive officers.
Compensation Committee
Peter P. Donis
Wallace H. Dunbar
Lawrence E. Gloyd
Ralph D. Ketchum
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 1994, no executive officer of the Corporation served on the board of
directors or compensation committee of any other corporation, with respect to
which any member of the Compensation Committee was engaged as an executive
officer. No member of the Compensation Committee was an officer or employee of
the Corporation during 1994 and no member of the Compensation Committee was
formerly an officer of the Corporation other than Mr. Dunbar who served as an
officer of the Corporation prior to 1980.
PERFORMANCE GRAPH
The following graph sets forth a comparison of the Corporation's cumulative
total shareholder return, assuming reinvestment of dividends, for the last five
years with the cumulative total return for the same period measured by the
Standard & Poor's 500 Index and the Value Line Building Materials Index.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THOMAS INDUSTRIES INC., S&P 500 INDEX AND VALUE LINE BUILDING MATERIALS
INDEX
<CAPTION>
Measurement Period THOMAS S&P VALUE LINE BUILDING
(Fiscal Year Covered) INDUSTRIES, INC. 500 INDEX MATERIALS INDEX
------------------- ---------------- --------- -------------------
<S> <C> <C> <C>
Measurement Pt-
12/31/89 $100 $100 $100
FYE 12/31/90 $52.14 $96.83 $88.36
FYE 12/31/91 $66.63 $126.41 $107.84
FYE 12/31/92 $52.67 $136.25 $143.52
FYE 12/31/93 $78.32 $150.OO $182.31
FYE 12/31/94 $88.13 $151.78 $155.32
</TABLE>
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Thomas Industries Inc.............. $100 $52.14 $ 66.63 $ 52.67 $ 78.32 $ 88.13
Standard & Poor's 500 Index........ 100 96.83 126.41 136.25 150.00 151.78
Value Line Building Materials
Index............................. 100 88.36 107.84 143.52 182.31 155.32
</TABLE>
Based on $100 invested on December 31, 1989 in the Corporation's Common Stock,
the Standard & Poor's 500 Stock Index and the Value Line Building Materials
Index.
11
<PAGE>
BOARD OF DIRECTORS
The Board of Directors held seven meetings during 1994. All directors
attended at least 75 percent of the aggregate number of such meetings and of
meetings of Board committees on which they served in 1994, except for Mr.
Rogers.
The Board of Directors has an Audit Committee which met three times during
1994. The Audit Committee is composed of Peter P. Donis, Gene P. Gardner and
Bernard W. Rogers. The functions of the Audit Committee consist of reviewing
with the independent accountants the plan and results of the auditing
engagement, reviewing the scope and results of the Corporation's procedures for
internal auditing, reviewing the professional services provided by the
independent accountants and the fees charged therefor, selecting the
Corporation's independent accountants for each year and reviewing the adequacy
of the Corporation's system of internal accounting controls.
The Board of Directors has a Compensation Committee which met three times
during 1994. The Compensation Committee is composed of Peter P. Donis, Wallace
H. Dunbar, Lawrence E. Gloyd and Ralph D. Ketchum. The functions of the
Compensation Committee consist of establishing the remuneration for the Chief
Executive Officer, consulting with the Chief Executive Officer with respect to
the compensation of other executives of the Corporation, and administering and
determining awards under the Corporation's stock incentive plans and certain
other employee benefit plans.
The Nominating and Search Committee met four times during 1994. The
Nominating and Search Committee is composed of Timothy C. Brown, Peter P.
Donis, Roger P. Eklund and Ralph D. Ketchum. The functions of the Nominating
and Search Committee consist of reviewing the recruitment of senior management,
monitoring senior management, director succession plans and reviewing new
director nominees. The Nominating and Search Committee will consider director
nominees recommended by shareholders, if such recommendations are submitted in
writing to the Committee.
The Chairman of the Board receives a fee of $17,600 per quarter, other
directors who are committee chairmen (except for directors who are employees of
the Corporation) receive a fee of $4,625 per quarter, and all other directors
(except for directors who are employees of the Corporation) receive a fee of
$4,050 per quarter. During 1995, all directors (except for directors who are
employees of the Corporation and the Chairman of the Board) will receive $850
for each Board of Directors meeting, each committee meeting attended and
special management meetings attended, if any, plus expenses for attendance. In
addition, pursuant to the Corporation's Nonemployee Director Stock Option Plan
each nonemployee director receives on the date of each annual meeting a non-
qualified stock option to purchase 2,000 shares of Common Stock.
Any current director terminating his membership on the Board of Directors
after at least one year of service thereon is eligible to receive an annual
retainer fee, plus certain benefits as are available to active directors, for
three years following termination of Board membership, provided that such
director enters into a consulting and non-competition agreement with the
Corporation following termination. Any new director subsequently elected to the
Board shall be entitled to receive a benefit equal to one year's retainer fee
for each three years served on the Board of Directors, up to a maximum of a
three-year benefit, plus such other benefits as are available to active
directors, provided that such director enters into a consulting and non-
competition agreement with the Corporation following termination. This fee is
equal to the fee such director received as an active member of the Board prior
to termination.
Mr. Eklund is a partner in the law firm of Eklund and Eklund which provided
certain legal services to the Corporation in 1994.
12
<PAGE>
PROPOSAL TO APPROVE THE THOMAS INDUSTRIES INC.
1995 INCENTIVE STOCK PLAN
BACKGROUND
The Board of Directors is proposing for shareholder approval the Thomas
Industries Inc. 1995 Incentive Stock Plan (the "Plan"). The purpose of the Plan
is to enable the Corporation to offer officers and other key employees of the
Corporation and its subsidiaries performance-based incentives and other equity
interests in the Corporation, thereby attracting, retaining and rewarding such
employees and strengthening the mutuality of interests between such employees
and the Corporation's shareholders. Reference should be made to Exhibit A for a
complete statement of the provisions of the Plan which are summarized below.
In structuring the Plan, the Board of Directors sought to provide for a
variety of awards that could be flexibly administered to carry out the purposes
of the Plan. This authority will permit the Corporation to keep pace with
changing developments in management compensation and make the Corporation
competitive with those companies that offer creative incentives to attract and
keep key management employees. The flexibility of the Plan will allow the
Corporation to respond to changing circumstances such as changes in tax laws,
accounting rules, securities regulations and other rules regarding benefit
plans. The Plan grants the administrators discretion in establishing the terms
and restrictions deemed appropriate for particular awards as circumstances
warrant.
SHARES AVAILABLE
The Plan makes available for awards 600,000 shares of Common Stock, plus all
shares remaining under the Corporation's 1987 Incentive Stock Plan
(approximately 40,000 shares). All of such shares may, but need not, be issued
pursuant to the exercise of incentive stock options. The maximum number of
shares which may be awarded to any participant in any year during the term of
the Plan is 50,000 shares. If there is a lapse, expiration, termination or
cancellation of any option or right prior to the issuance of shares or the
payment of the equivalent thereunder, or if shares are issued and thereafter
are reacquired by the Corporation pursuant to rights reserved upon issuance
thereof, those shares may again be used for new awards under the Plan.
ADMINISTRATION
The Plan provides for administration by a committee (the "Committee"), to be
comprised of either the Compensation Committee of the Board or another
committee designated by the Board. Among the Committee's powers are the
authority to interpret the Plan, establish rules and regulations for its
operation, select officers and other key employees of the Corporation and its
subsidiaries to receive awards, and determine the form, amount and other terms
and conditions of awards. The Committee also has the power to modify or waive
restrictions on awards, to amend awards and to grant extensions and
accelerations of awards.
ELIGIBILITY OF PARTICIPATION
Officers and other key employees of the Corporation or any of its
subsidiaries are eligible to participate in the Plan. The selection of
participants from eligible employees is within the discretion of the Committee.
The estimated number of employees who are eligible to participate in the Plan
is 100.
13
<PAGE>
TYPES OF AWARDS
The Plan provides for the grant of any or all of the following types of
awards: (1) stock options, including incentive stock options and non-qualified
stock options; (2) stock appreciation rights; (3) stock awards, including
restricted stock; and (4) tax-offset bonus rights. Awards may be granted
singly, in combination, or in tandem as determined by the Committee.
STOCK OPTIONS
Under the Plan, the Committee may grant awards in the form of options to
purchase shares of the Common Stock. The Committee will, with regard to each
stock option, determine the number of shares subject to the option, the manner
and time of the option's exercise and vesting, and the exercise price per share
of stock subject to the option. The exercise price of a stock option will not
be less than 100 percent of the fair market value of the Common Stock on the
date the option is granted. The option price may, at the discretion of the
Committee, be paid by a participant in cash, shares of Common Stock owned by
the participant for at least six months, or a combination thereof or such other
consideration as the Committee may deem appropriate.
STOCK APPRECIATION RIGHTS (SARS)
The Plan authorizes the Committee to grant an SAR either in tandem with a
stock option or independent of a stock option. An SAR is a right to receive a
payment equal to the appreciation in market value of a stated number of shares
of Common Stock from the exercise price to the market value on the date of its
exercise.
A tandem SAR may be granted either at the time of the grant of the related
stock option or at any time thereafter during the term of the stock option.
Upon the exercise of a stock option as to some or all of the shares covered by
the award, the related tandem SAR will be cancelled automatically to the extent
of the number of shares acquired through the stock option exercise.
STOCK AWARDS
The Plan authorizes the Committee to grant awards in the form of restricted
or unrestricted shares of Common Stock ("Stock Awards"). Such awards will be
subject to such terms, conditions, restrictions, and/or limitations, if any, as
the Committee deems appropriate including, but not by way of limitation,
restrictions on transferability, continued employment and performance goals
established by the Committee over a designated period of time. No more than
100,000 shares may be issued as stock awards not based on performance goals
during the term of the Plan.
TAX-OFFSET BONUS RIGHTS
The Committee may in its sole discretion grant tax-offset bonus rights with
respect to non-qualified stock options either at the time of grant or
subsequent thereto. Such a right will entitle the participant to receive from
the Corporation or a subsidiary upon exercise of the related non-qualified
stock option an amount in cash equal to the tax related to the exercise or such
lesser amount as the Committee shall determine.
14
<PAGE>
OTHER TERMS OF AWARDS
The Plan provides that awards shall not be transferable otherwise than by
will or the laws of descent and distribution. The Committee shall determine the
treatment to be afforded to a participant in the event of termination of
employment for any reason including death, disability or retirement.
Notwithstanding the foregoing, the Committee may permit the transferability of
an award by a participant to members of the participant's immediate family or
trusts or family partnerships for the benefit of such person.
Upon the grant of any award, the Committee may, by way of an award notice or
otherwise, establish such other terms, conditions, restrictions and/or
limitations covering the grant of the award as are not inconsistent with the
Plan. No award of an incentive stock option shall be made more than ten years
after the date of adoption of the plan by the Board of Directors (February 9,
1995). The Board of Directors reserves the right to amend, suspend or
discontinue the Plan at any time, subject to the rights of participants with
respect to any outstanding awards.
The Plan contains provisions for equitable adjustment of awards in the event
of a merger, consolidation, or reorganization, or issuance of shares by the
Corporation without new consideration or a change of control.
FEDERAL TAX TREATMENT
Under current law, the following are U.S. federal income tax consequences
generally arising with respect to awards under the Plan.
A participant who is granted an incentive stock option does not recognize any
taxable income at the time of the grant or at the time of exercise. Similarly,
the Corporation is not entitled to any deduction at the time of grant or at the
time of exercise. If the participant makes no disposition of the shares
acquired pursuant to an incentive stock option before the later of two years
from the date of grant and one year from the date of exercise, any gain or loss
realized on a subsequent disposition of the shares will be treated as a long-
term capital gain or loss. Under such circumstances, the Corporation will not
be entitled to any deduction for federal income tax purposes.
A participant who is granted a non-qualified stock option will not have
taxable income at the time of grant, but will have taxable income at the time
of exercise equal to the difference between the exercise price of the shares
and the market value of the shares on the date of exercise. The Corporation is
entitled to a tax deduction for the same amount.
The grant of an SAR will produce no U.S. federal tax consequences for the
participant of the Corporation. The exercise of an SAR results in taxable
income to the participant, equal to the difference between the exercise price
of the shares and the market price of the shares on the date of exercise, and a
corresponding tax deduction to the Corporation.
A participant who has been granted an award of restricted shares of Common
Stock will not realize taxable income at the time of the grant, and the
Corporation will not be entitled to a tax deduction at the time of the grant,
unless the participant makes an election to be taxed at the time of the award.
When the restrictions lapse, the participant will recognize taxable income in
an amount equal to the excess of the fair market value of the shares at such
time over the amount, if any, paid for such shares. The Corporation will be
entitled to a corresponding tax deduction.
15
<PAGE>
The grant of an unrestricted stock award will produce immediate tax
consequences for both the participant and the Corporation. The participant will
be treated as having received taxable compensation in an amount equal to the
then fair market value of the Common Stock awarded. The Corporation will
receive a corresponding tax deduction.
OPTIONS ISSUED IN 1994 UNDER PRIOR PLAN
No awards have been granted under the Plan. The awards to be granted under
the Plan in 1995 are not determinable. An aggregate of 80,500 stock options
were granted to the executive officers of the Corporation (including the
executive officers named under "Executive Compensation") in 1994 under the
Corporation's 1987 Incentive Stock Plan (the "Prior Plan"). An aggregate of
105,000 stock options were granted in 1994 under the Prior Plan to all other
employees, including current officers who are not executive officers.
OTHER INFORMATION
The affirmative vote of holders of a majority of the shares represented and
entitled to vote at the meeting is required for approval of the Plan.
The Board of Directors recommends a vote FOR approval of the Thomas
Industries Inc. 1995 Incentive Stock Plan.
COMPLIANCE WITH SECTION 16(A)
Section 16(a) of the Exchange Act requires that certain of the Corporation's
officers and directors, and persons who own more than ten percent of the
Corporation's outstanding stock, file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. During 1994, to the knowledge of the Corporation, all Section 16(a)
filing requirements applicable to its officers, directors, and greater than ten
percent beneficial owners were complied with.
ACCOUNTANTS
The firm of KPMG Peat Marwick LLP has been selected as independent
accountants to audit the books, records and accounts of the Corporation and its
subsidiaries for 1995.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting with the opportunity to respond to appropriate questions and to make a
statement if they desire to do so.
On May 3, 1993, on the recommendation of the Audit Committee the Corporation
selected KPMG Peat Marwick LLP as the Corporation's independent accountants for
the 1993 fiscal year and dismissed the firm of Ernst & Young LLP ("Ernst &
Young").
Ernst & Young's report on the financial statements for the two fiscal years
preceding dismissal contained no adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles. During the two fiscal years and interim period preceding the
dismissal, there were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
16
<PAGE>
PROPOSALS OF SECURITY HOLDERS
A shareholder proposal to be presented at the 1996 Annual Meeting must be
received at the Corporation's executive offices, 4360 Brownsboro Road, Suite
300, Louisville, Kentucky 40207 by no later than November 15, 1995 for
evaluation as to inclusion in the Proxy Statement in connection with such
Meeting.
In order for a shareholder to nominate a candidate for director, under the
Corporation's Bylaws timely notice of the nomination must be given in writing
to the Secretary of the Corporation. To be timely, such notice must be received
at the principal executive offices of the Corporation not less than sixty days
prior to the meeting of shareholders. Such notice must describe various matters
regarding the nominee and the shareholder giving the notice, including such
information as name, address, occupation and shares held.
In order for a shareholder to bring other business before a shareholders
meeting, timely notice must be given to the Secretary of the Corporation within
the time limits described above. Such notice must include various matters
regarding the shareholder giving the notice and a description of the proposed
business. These requirements are separate from the requirements a shareholder
must meet to have a proposal included in the Corporation's proxy statement. Any
shareholder desiring a copy of the Corporation's Bylaws will be furnished one
upon written request to the Secretary upon receipt of $5.00 per copy requested.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Corporation knows of no other business which
may come before the Annual Meeting. However, if any other matters are properly
presented to the Meeting, the persons named in the proxies will vote upon them
in accordance with their best judgment.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY AND
RETURN IT IN THE ENCLOSED STAMPED ENVELOPE.
By Order of the Board of Directors
Phillip J. Stuecker
Vice President of Finance,
Chief Financial Officer and
Secretary
Date: March 14, 1995
17
<PAGE>
EXHIBIT A
THOMAS INDUSTRIES INC. 1995 INCENTIVE STOCK PLAN
1. Purpose. The Thomas Industries Inc. 1995 Incentive Stock Plan (the "Plan")
is intended to provide incentives which will attract and retain highly
competent persons as officers and key employees of Thomas Industries Inc. (the
"Company") and its subsidiaries, by providing them opportunities to acquire
shares of Common Stock of the Company ("Common Stock") or to receive monetary
payments based on the value of such shares pursuant to the Benefits described
herein.
2. Administration. The Plan will be administered by the Compensation
Committee of the Board of Directors of the Company or another committee (the
"Committee"), appointed by the Board from among its members consisting of two
or more non-employee Directors who shall meet the requirements for
"disinterested persons" as set forth in Securities and Exchange Commission
Regulation (S) 240.16b-3 ("Rule 16b-3") or any successor regulation.
3. Participants. Participants will consist of such key employees (including
officers) of the Company or its subsidiaries as the Committee in its sole
discretion determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the Committee may
designate from time to time to receive Benefits under the Plan. Designation of
a participant in any year shall not require the Committee to designate such
person to receive a Benefit in any other year or, once designated, to receive
the same type or amount of Benefit as granted to the participant in any year.
The Committee shall consider such factors as it deems pertinent in selecting
participants and in determining the type and amount of their respective
Benefits.
4. Types of Benefits. Benefits under the Plan may be granted in any one or a
combination of (a) Incentive Stock Options; (b) Non-qualified Stock Options;
(c) Stock Appreciation Rights; (d) Stock Awards; and (e) Tax-Offset Bonus
Rights; all as described below.
5. Shares Reserved under the Plan. There is hereby reserved for issuance
under the Plan an aggregate of 600,000 shares of Common Stock, which may be
authorized but unissued or treasury shares. In addition, any shares of Common
Stock remaining available for Benefits under the Company's 1987 Incentive Stock
Plan, as amended, (the "1987 Plan") on the date of the 1995 annual meeting of
shareholders of the Company and any shares of Common Stock subject to Benefits
under the Company's 1987 Plan on such date which thereafter lapse, expire or
are terminated shall thereafter be available for Benefits hereunder. All of
such shares may, but need not, be issued pursuant to the exercise of Incentive
Stock Options. The maximum number of option shares which may be awarded to any
participant in any fiscal year during the term of the Plan is 50,000 shares. No
more than 100,000 shares may be issued as Stock Awards not based on performance
goals during the term of the Plan. Any shares subject to stock options or Stock
Appreciation Rights or issued under such options or rights or as Stock Awards
may thereafter be subject to new options, rights or awards under this Plan if
there is a lapse, expiration or termination of any such options or rights prior
to issuance of the shares or if shares are issued under such options or rights
or as such awards, and thereafter are reacquired by the Company without
consideration pursuant to rights reserved by the Company upon issuance thereof.
6. Stock Options. Incentive Stock Options and Non-qualified Stock Options
will consist of stock options to purchase Common Stock at purchase prices not
less than 100% of the fair market value of the Common Stock on the date the
option is granted. Said purchase price may be paid by check or, in the
discretion of the Committee, by the delivery (or certification of ownership) of
shares of Common Stock of the Company owned
A-1
<PAGE>
by the participant for a period of at least six months. In the discretion of
the Committee, payment may also be made by delivering a properly executed
exercise notice to the Company, together with a copy of the irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds to pay the exercise price. Non-qualified Stock Options shall
be exercisable not earlier than six months and not later than fifteen years
after the date they are granted and Incentive Stock Options shall be
exercisable not earlier than six months and not later than ten years after the
date they are granted. In the event of termination of employment, all stock
options shall terminate at such times and upon such conditions or circumstances
as the Committee shall in its discretion set forth in such option at the date
of grant. The aggregate fair market value (determined as of the time the option
is granted) of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by a participant during any calendar year
(under all option plans of the Company and its subsidiary corporations) shall
not exceed $100,000. The Committee may provide, either at the time of grant or
subsequently, that a stock option include the right to acquire a replacement
stock option upon exercise of the original stock option (in whole or in part)
prior to termination of employment of the participant and through payment of
the exercise price in shares of Common Stock. The terms and conditions of a
replacement option shall be determined by the Committee in its sole discretion.
7. Stock Appreciation Rights. The Committee may, in its discretion, grant
Stock Appreciation Rights to the holders of any stock options granted
hereunder. In addition, Stock Appreciation Rights may be granted independently
of and without relation to options. Each Stock Appreciation Right shall be
subject to such terms and conditions consistent with the Plan as the Committee
shall impose from time to time, including the following:
(a) A Stock Appreciation Right relating to an option may be made part of
such option at the time of its grant or at any time thereafter up to six
months prior to its expiration.
(b) Each Stock Appreciation Right will entitle the holder to elect to
receive the appreciation in the fair market value of the shares subject
thereto up to the date the right is exercised. In the case of a right
issued in relation to a stock option, such appreciation shall be measured
from not less than the option price and in the case of a right issued
independently of any stock option, such appreciation shall be measured from
not less than the fair market value of the Common Stock on the date the
right is granted. Payment of such appreciation shall be made in cash or in
Common Stock, or a combination thereof, as set forth in the award, but no
Stock Appreciation Right shall entitle the holder to receive, upon exercise
thereof, more than the number of shares of Common Stock (or cash of equal
value) with respect to which the right is granted.
(c) Each Stock Appreciation Right will be exercisable at the times and to
the extent set forth therein, but no Stock Appreciation Right may be
exercisable more than fifteen years after it was granted. Exercise of a
Stock Appreciation Right shall reduce the number of shares issuable under
the Plan (and the related option, if any) by the number of shares with
respect to which the right is exercised.
8. Stock Awards. Stock Awards will consist of Common Stock transferred to
participants without other payment therefor as additional compensation for
services to the Company and its subsidiaries. Stock Awards shall be subject to
such terms and conditions as the Committee determines appropriate, including,
without limitation, restrictions on the sale or other disposition of such
shares, rights of the Company to reacquire such shares upon termination of the
participant's employment within specified periods and conditions requiring that
the shares be earned in whole or in part upon the achievement of performance
goals established by the Committee over a designated period of time.
A-2
<PAGE>
9. Tax-Offset Bonus Rights. The Committee, in its sole discretion, may grant
Tax-Offset Bonus Rights with respect to Non-qualified Stock Options. Such Tax-
Offset Bonus Rights may be granted to a participant at the time of the grant of
the related Non-qualified Stock Option or subsequent thereto, but only with
respect to the related Non-qualified Stock Option. A Tax-Offset Bonus Right
shall entitle the participant to receive from the Company or a subsidiary upon
exercise of the related Non-qualified Stock Option an amount in cash equal to
(1) the excess, if any, of the aggregate fair market value of shares acquired
by the exercise of a Non-qualified Stock Option on the date of exercise over
the aggregate purchase price of the shares acquired by such exercise,
multiplied by (2) a fraction, the numerator of which is not more than the
maximum marginal individual income tax rate, and the denominator of which is
one minus such rate. The Committee shall determine all of the terms and
provisions of any Tax-Offset Bonus Right including but not limited to the date
of grant, the term, the effect of employment termination and death. No Tax-
Offset Bonus Right shall be assignable or transferable except to the extent the
Committee permits such Tax-Offset Bonus Right to be assigned by will or through
the laws of descent and distribution.
10. Adjustment Provisions. (a) If the Company shall at any time change the
number of issued shares of Common Stock without new consideration to the
Company (such as by stock dividends or stock splits), the total number of
shares reserved for issuance under this Plan and the number of shares covered
by each outstanding Benefit shall be adjusted so that the aggregate
consideration payable to the Company and the value of each such Benefit shall
not be changed. The Committee may also provide for the continuation of Benefits
or for other equitable adjustments after changes in the Common Stock resulting
from reorganization, sale, merger, consolidation or similar occurrence.
(b) Notwithstanding any other provision of this Plan, and without affecting
the number of shares otherwise reserved or available hereunder, the Committee
may authorize the issuance or assumption of Benefits in connection with any
merger, consolidation, acquisition of property or stock, or reorganization upon
such terms and conditions as it may deem appropriate.
(c) In the case of any merger, consolidation or combination of the Company
with or into another corporation, other than a merger, consolidation or
combination in which the Company is the continuing corporation and which does
not result in the outstanding Common Stock being converted into or exchanged
for different securities, cash or other property, or any combination thereof
(an "Acquisition"):
(i) any participant to whom a stock option has been granted under the
Plan shall have the right (subject to the provisions of the Plan and any
limitation applicable to such option) thereafter and during the term of
such option, to receive upon exercise thereof the Acquisition Consideration
(as defined below) receivable upon such Acquisition by a holder of the
number of shares of Common Stock which might have been obtained upon
exercise of such option or portion thereof, as the case may be, immediately
prior to such Acquisition;
(ii) any participant to whom a Stock Appreciation Right has been granted
under the Plan shall have the right (subject to the provisions of the Plan
and any limitation applicable to such right) thereafter and during the term
of such right to receive upon exercise thereof the difference between the
aggregate fair market value on the applicable date (as set forth in such
right) of the Acquisition Consideration receivable upon such Acquisition by
a holder of the number of shares of Common Stock which might have been
obtained upon exercise of the option related thereto or any portion
thereof, as the case may be, immediately prior to such Acquisition and the
aggregate option price of the related option, or the aggregate fair market
value on the date of grant of the right, whichever is applicable.
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<PAGE>
The term "Acquisition Consideration" shall mean the kind and amount of shares
of the surviving or new corporation, cash, securities, evidence of
indebtedness, other property or any combination thereof receivable in respect
of one share of Common Stock of the Company upon consummation of an
Acquisition.
11. Nontransferability. Each Benefit granted under the Plan to an employee
shall not be transferable by him otherwise than by will or the laws of descent
and distribution, and shall be exercisable, during his lifetime, only by him.
In the event of the death of a participant, each Benefit theretofore granted to
him shall be exercisable within the period after his death established by the
Committee at the time of grant (but not beyond the stated duration of the
Benefit) and then only:
(a) By the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's
rights under the Benefit shall pass by will or the laws of descent and
distribution; and
(b) To the extent that the deceased participant was entitled to do so at
the date of his death.
Notwithstanding the foregoing, at the discretion of the Committee, an award of
a Benefit may permit the transferability of the Benefit by the participant
solely to members of the participant's immediate family or trusts or family
partnerships for the benefit of such persons subject to such terms and
conditions as may be established by the Committee.
12. Other Provisions. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including without limitation, provisions for the installment purchase of Common
Stock under Stock Options, provisions for the installment exercise of Stock
Appreciation Rights, provisions to assist the participant in financing the
acquisition of Common Stock, restrictions on resale or other disposition,
provisions for the acceleration of exercisability of Benefits in the event of a
change of control of the Company, provisions for the payment of the value of
the Benefits to participants in the event of a change of control of the
Company, provisions to comply with Federal and state securities laws, or
understandings or conditions as to the participant's employment in addition to
those specifically provided for under the Plan.
13. Rules. The Committee may establish such rules and regulations as it
considers desirable for the administration of the Plan.
14. Manner of Action by Committee. A majority of the members of the Committee
qualified to act on a question may act by meeting or by writing signed without
meeting and may execute, or delegate to one of its members authority to execute
any instrument or document required. The Committee may delegate the performance
of ministerial functions in connection with the Plan to such person or persons
as the Committee may select. The costs of administration of the Plan will be
paid by the Company.
15. Fair Market Value. For purposes hereof, fair market value of Common Stock
shall be the closing sale price for the Company's Common Stock as reflected in
the New York Stock Exchange Composite Transaction Quotations for the date of
calculation (or on the next preceding trading date if Common Stock was not
traded on the date of calculation).
16. Taxes. The Company shall be entitled if necessary or desirable to pay or
withhold the amount of any tax attributable to any amounts payable under the
Plan after giving the person entitled to receive such amount notice as far in
advance as practicable, and the Company may defer making payment as to any
Benefit if any such tax may be pending until indemnified to its satisfaction.
When a person is required to pay to the
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<PAGE>
Company an amount required to be withheld under applicable tax laws in
connection with exercises of Non-qualified Stock Options or other Benefits
under the Plan, the Committee may, in its discretion and subject to such rules
as it may adopt, permit such person to satisfy the obligation, in whole or in
part, by electing to have the Company withhold shares of Common Stock having a
fair market value equal to the amount required to be withheld.
17. Tenure. A participant's right, if any, to continue to serve the Company
and its subsidiaries as an officer, employee, or otherwise, shall not be
enlarged or otherwise affected by his designation as a participant under the
Plan.
18. Amendment and Termination. The terms and conditions applicable to any
Benefit granted under the Plan may be amended or modified by mutual agreement
between the Company and the participant or such other persons as may then have
an interest therein. Also, by mutual agreement between the Company and a
participant hereunder, or under any other present or future plan of the
Company, stock options or other Benefits may be granted to such participant in
substitution and exchange for, and in cancellation of, any Benefits previously
granted such participant under this Plan, or any Benefit previously or
hereafter granted to him under any other present or future plan of the Company.
The Board of Directors may amend the Plan from time to time or terminate the
Plan at any time. However, no action authorized by this paragraph shall reduce
the amount of any existing Benefit or change the terms and conditions thereof
without the participant's consent. No amendment of the Plan shall, without
approval of the shareholders of the Company, (i) increase the total number of
shares which may be issued under the Plan or increase the amount or type of
Benefits that may be granted under the Plan; (ii) change the minimum purchase
price, if any, of Common Stock which may be made subject to the Benefits under
the Plan; or (iii) modify the requirements as to eligibility for Benefits under
the Plan. However, the Board of Directors may amend the Plan in any respect
without shareholder approval if shareholder approval is not then required to
comply with Rule 16b-3 or other similar requirements.
19. Shareholder Approval. The Plan was adopted by the Board of Directors of
the Company on February 9, 1995. The Plan and any Benefits granted hereunder
shall be null and void if shareholder approval is not obtained within twelve
(12) months of the adoption of the Plan by the Board of Directors. This Plan
shall continue in effect until terminated by the Board pursuant to Section 18;
provided, however, that no Incentive Stock Option shall be granted more than
ten years after the date of the adoption of this Plan by the Board.
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<PAGE>
THOMAS INDUSTRIES The undersigned hereby appoints Walter S. Davis
INC. and Timothy C. Brown, or either of them, with full
4360 BROWNSBORO ROAD power of substitution, to represent and to vote the
SUITE 300 stock of the undersigned at the Annual Meeting of
LOUISVILLE, KENTUCKY Shareholders of Thomas Industries Inc., to be held
40207 at the Seabach Hotel, 500 Fourth Street,
Louisville, Kentucky, on Thursday, April 20, 1995
PROXY at 10 A.M., Eastern Daylight Time, or at any
adjournment thereof as follows:
SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS 1. Election of Directors
[_] FOR all the nominees [_] WITHHOLD AUTHORITY
---------- listed below (except to vote for all the
as marked to the nominees listed
ANNUAL MEETING contrary below). below.
OF SHAREHOLDERS
APRIL 20, 1995 Roger P. Eklund, H. Joseph Ferguson, Ralph D.
Ketchum
Instruction: To withhold authority to vote for
---------- any individual nominee, write
that nominee's name below.
PLEASE MARK, SIGN ON
THE REVERSE SIDE, DATE ----------------------------------------------------
AND RETURN IN THE
ENCLOSED ENVELOPE. 2. Proposal to approve the Thomas Industries Inc.
1995 Incentive Stock Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion on any other matter that may
properly come before the meeting or any
adjournment thereof.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted in the manner directed by
the undersigned shareholder(s). If no direction is made, the proxy will be
voted FOR proposals 1 and 2.
Dated ______________________________, 1995
------------------------------------------
SIGNATURE(S)
------------------------------------------
SIGNATURE(S)
When signing as attorney, administrator,
personal representative, executor, custodian,
trustee, guardian or corporate official,
please give your full title as such. When
stock is held in the name of more than one
person, each such person should sign the proxy.
