FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
(Mark One) Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-5426
THOMAS INDUSTRIES INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 61-0505332
(State of incorporation) (I.R.S. Employer Identification Number)
4360 BROWNSBORO ROAD, LOUISVILLE, KENTUCKY 40207
(Address of principal executive offices) (Zip Code)
502/893-4600
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on which Registered
Common Stock, $1 Par Value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X]
As of March 1, 1996, 10,130,143 shares of the registrant's Common Stock were
outstanding.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 1, 1996, was approximately $220,330,610.
Portions of Proxy Statement for the Annual Meeting of Shareholders on April 18,
1996, are incorporated by reference in Part III of this report.
Portions of the Annual Report to Shareholders for fiscal year ended December 31,
1995 are incorporated by reference in Parts I and II of this report.
PART I.
ITEM 1. BUSINESS
a. General Development of Business.
The Company began operations in 1928 and has grown through both internal
expansion and new business acquisitions. Efforts since 1984 have focused
on expansion of the Lighting Segment and the Compressors and Vacuum Pumps
Segment as the two core businesses. The significant recent additions to
these two core segments have been ASF, Pneumotive, Brey, and WISA, all
compressor and vacuum pump companies, acquired from 1987 through 1990; and
the Lumec and Day-Brite Lighting additions in 1987 and 1989, respectively.
These acquisitions have been strategically important as they allow the
Company to offer a more complete product line and make the Company a more
prominent participant in both the lighting and compressor and vacuum pump
markets.
The Lighting Segment operates in a multi-faceted industry, serving the
consumer, commercial, industrial, and outdoor markets. The industry is
dominated by five companies in the U.S. and Canada, one of which is Thomas
Industries. Although the industry is subject to the cyclicality of
residential and commercial construction activity, replacement and
renovation activity moderates these cycles somewhat.
Operations of the Compressors and Vacuum Pumps Segment help the Company
moderate the impact of the Lighting Segment's vulnerability to
construction and economic cycles. Thomas believes it is the major
supplier to the original equipment manufacturer (OEM) medical market and a
significant participant in its other OEM compressor and vacuum pump
markets.
b. Financial Information about Industry Segments.
The information required by this item is set forth in Exhibit 13 under the
heading "Notes to Consolidated Financial Statements," which information is
hereby incorporated herein by reference.
c. Narrative Description of Business.
The Company's principal businesses are lighting, including consumer,
commercial, industrial, and outdoor lighting fixtures; and compressors and
vacuum pumps. The Company designs, manufactures, markets, and sells these
products; and maintains corporate offices in Louisville, Kentucky. The
Company operates numerous divisions and subsidiaries, with facilities
throughout the U.S. and operations in Canada and Germany. The Company
also maintains sales offices in Brazil, England, Italy, and Japan and has
joint ventures in Japan and in the U.S. and Canada with a Belgian company.
Lighting Segment
The Company's consumer lighting products--its original base--are
designed for a broad range of consumers. The Company stresses product
development to meet changing needs and demands. The Company typically
targets the more upscale, single-family homeowner but also has a line
for the do-it-yourself homeowner. The Company also is strongly involved
in the replacement lighting market, which is a growing component of the
overall lighting industry. Under the Thomas and Do-It-Yourself brand
names, the Company's consumer lighting line includes high-style
chandeliers and bathroom fixtures, plus quality lighting products for
foyers, dining rooms, living rooms, entertainment areas, kitchens,
bedrooms, and outdoors.
The Thomas and Do-It-Yourself lines are distributed throughout the
United States through a network of electrical distributors, lighting
showrooms, and home centers, which, in turn, sell to electrical
contractors, builders, and consumers.
Consumer lighting fixtures are manufactured and sold in the U.S. and
Canada under the Thomas and Do-It-Yourself trade names; and those trade
names are recognized as important to this Segment's business.
The Company believes it has established a reputation as an innovator and
pioneer in track and recessed lighting technology and is one of the
nation's leading manufacturers of fluorescent and high-intensity
discharge ("HID") commercial and industrial products. The Company's
commercial and industrial product line can be applied to virtually any
application, using a variety of lamp sources, and is designed for
efficiency as well as energy savings. The Company's outdoor lighting
products are known for their high performance in efficiency, glare
control, and uniformity of illumination. Products are manufactured and
sold in the U.S. and Canada under the Day-Brite, Gardco, Capri,
Electro/Connect, McPhilben, Omega, Emco, Lumec, and Thomas Lighting
trade names.
The Lighting Segment accounted for 68 percent of the Company's sales in
1995, compared to 67 percent in 1994 and 66 percent in 1993.
Compressors and Vacuum Pumps Segment
This Segment includes air compressors and vacuum pumps manufactured
under the Thomas name in the U.S. and ASF/Thomas in Europe for use in
the finished products of other domestic or foreign manufacturers. Its
products also are manufactured for private-label sale in the
construction compressor industry. Thomas specializes in compressor
applications below the 1.5 horsepower range. Such compressors and
vacuum pumps are found in medical equipment, vending machines,
photocopiers, computer tape drives, automotive and transportation
equipment, liquid dispensing applications, gasoline vapor recovery,
refrigerant recovery and waste disposal equipment. Thomas is the major
compressor and vacuum pump participant in the medical OEM industry
worldwide. The Company offers a wide selection of standard air
compressors and vacuum pumps and will modify or design its products to
meet exacting OEM applications.
In addition, the Company manufactures and sells compressors and related
accessories for commercial and consumer use. Sales, both domestic and
international, traditionally are made through hardware stores, home
centers, and building supply dealers.
The U.S. operations manufacture rotary vane, piston, and diaphragm
compressors and vacuum pumps, as well as air motors and vacuum ejectors.
These products are distributed worldwide to original equipment
manufacturers as well as through fluid power and large compressor
distributors. Primary markets served include medical, environmental,
instrumentation, mobile, construction, and consumer.
The European operations manufacture a complementary line of miniature
rotary vane, piston, linear, and diaphragm compressors and vacuum pumps,
with expertise in applications of less than 1/8 horsepower. These
products are currently distributed worldwide to original equipment
manufacturers. Primary applications for products manufactured in Europe
include medical, air and gas sampling, photography, and dish washing
equipment, as well as laboratory instruments and leak detection devices.
The Thomas, ASF/Thomas, and Sprayit trade names are recognized in the
market and are important to the Segment.
The Compressors and Vacuum Pumps Segment accounted for 32 percent of the
Company's sales in 1995, compared to 32 percent in 1994 and 29 percent
in 1993.
---------------------
No single customer of the Company accounted for more than 10 percent of
consolidated net sales or more than 10 percent of any segment's net sales
in 1995, and no material part of the business is dependent upon a single
customer the loss of which could have a materially adverse effect on the
business of the Company.
The backlog of unshipped orders was $90 million at December 31, 1995--47
percent Lighting and 53 percent Compressors and Vacuum Pumps--and
$90 million at December 31, 1994--48 percent Lighting and 52 percent
Compressors and Vacuum Pumps. The Company believes substantially all of
such orders are firm, although some orders are subject to cancellation.
Substantially all of these orders are filled in the succeeding year.
Competition in the lighting industry is strong in all markets served by
the Company. The industry has been consolidating significantly over the
last few years. It is estimated that five companies control the majority
of the market in the U.S. and Canada. Thomas Industries is one of these
top five. The Company stresses high quality, and energy efficient
lighting products, while providing value and strong customer support to
compete in its markets.
The Compressors and Vacuum Pumps Segment competes worldwide in the
fractional horsepower compressor and vacuum pump markets. Management
believes it is the major supplier to the OEM medical market and a
significant participant in its other OEM markets.
The Company believes that it has adequate sources of materials and
supplies for each of its businesses.
There is no significant seasonal impact on the business of any industry
segment of the Company. Many of the lighting businesses continue to be
dependent on the construction markets, which are subject to the overall
health of the economy.
Working capital is provided principally from operating profits. The
Company maintains adequate lines of credit and financial resources to meet
the anticipated cash requirements in the year ahead.
The Company has various patents and trademarks but does not consider its
business to be materially dependent upon any individual patent or
trademark.
During 1995, the Company spent $13.4 million on research activities
relating to the development of new products and the improvement of
existing products. Substantially all of this amount was Company-sponsored
activity. During 1994, the Company spent $12.7 million on these
activities and during 1993, $12.4 million.
Continued compliance with present and reasonably expected federal, state,
and local environmental regulations is not expected to have any material
effect upon capital expenditures, earnings, or the competitive position of
the Company and its subsidiaries.
The Company employs approximately 3,100 people.
d. Financial Information about Foreign and Domestic Operations and Export
Sales.
See Notes to Consolidated Financial Statements, as set forth in Exhibit
13, which information is incorporated herein by reference to the Company's
1995 Annual Report to Shareholders, for financial information about
foreign and domestic operations. Export sales for the years 1995, 1994,
and 1993, were $40,900,000, $36,600,000, and $34,500,000, respectively.
e. Executive Officers of the Registrant.
<TABLE>
<CAPTION>
Year
Office or Position First Elected
with Company Age as an Officer
<S> <C> <C> <C>
Timothy C. Brown Chairman of the Board, 45 1984
President, Chief Executive
Officer, Chairman of the
Executive Committee, and
Director
Richard J. Crossland Vice President; Lighting 52 1994
(A) Group Manager
Clifford C. Moulton Vice President; 48 1993
(B) Compressor and Vacuum
Pump Group Manager
Phillip J. Stuecker Vice President of Finance, 44 1984
Chief Financial Officer,
and Secretary
Ronald D. Schneider Vice President, 45 1992
(C) Lighting Operations
C. Barr Schuler Vice President, Corporate 55 1977
Development; Treasurer
Gilbert R. Grady, Jr. Vice President, Corporate 59 1981
Employee Relations
(A) Richard J. Crossland was elected an officer effective August 18,
1994. Mr. Crossland spent the previous 10 years with Philips
Lighting Company, Somerset, New Jersey, where he was Group Vice
President/General Manager of four divisions since 1990 and Vice
President, Operations, of seven manufacturing facilities from 1989 to
1990.
(B) Clifford C. Moulton was elected an officer effective March 1, 1993.
Mr. Moulton spent the previous 23 years with Honeywell Corporation in
various management positions, most recently as Vice President and
General Manager of the Skinner Valve Division, since 1987.
(C) Ronald D. Schneider was elected an officer effective April 16, 1992.
Mr. Schneider had held the position of Director, Manufacturing
Services, since 1989 and prior to that was Manufacturing Services
Manager at the Company's Power Air Division. He has been with the
Company since 1984.
</TABLE>
All other officers listed have been executive officers for the past five
years.
ITEM 2. PROPERTIES
The Corporate offices of the Company are located in Louisville, Kentucky. Due
to the large number of individual locations and the diverse nature of the
operating facilities, it is neither practical nor significant to describe all
of the properties owned and leased by the Company. All of the buildings are
of steel, masonry, and concrete construction, are in generally good condition,
provide adequate and suitable space for the operations at each location, and
are of sufficient capacity for present and foreseeable future needs.
The following listing summarizes the Company's properties.
<TABLE>
<CAPTION>
Number
of Facilities Combined
Segment Owned Leased Square Feet Nature of Facilities
<S> <C> <C> <C> <C>
Lighting 8 4 1,699,887 Manufacturing plants
3 3 633,116 Distribution centers
0 4 65,550 Administrative offices
Compressors
and Vacuum 3 3 558,100 Manufacturing plants
Pumps 0 1 6,000 Distribution center
Corporate 0 2 16,186 Corporate headquarters
3 1 299,300 Leased to third parties
3 0 279,200 Property for sale
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company and its subsidiaries are parties
to legal proceedings. Management believes that these proceedings will be
resolved with no materially adverse impact on the financial condition and
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The information required by this item is set forth in Exhibit 13 under the
heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and under the heading "Notes to Consolidated Financial
Statements," which information is contained in the Company's 1995 Annual
Report to Shareholders and hereby incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is set forth in Exhibit 13 under the
heading "Five-Year Summary of Operations and Statistics," which information is
contained in the Company's 1995 Annual Report to Shareholders and hereby
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is set forth in Exhibit 13 under the
heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is contained in the Company's 1995
Annual Report to Shareholders and hereby incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth in Exhibit 13 under the
headings "Consolidated Financial Statements," "Notes to Consolidated Financial
Statements," and "Report of Management and Independent Auditors," which
information is contained in the Company's 1995 Annual Report to Shareholders
and hereby incorporated herein by reference.
The supplementary data regarding quarterly results of operations is set forth
in Exhibit 13 under the heading "Notes to Consolidated Financial Statements,"
which information is contained in the Company's 1995 Annual Report to
Shareholders and hereby incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
a. Directors of the Company
The information required by this item is set forth in registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 18,
1996, under the headings "Election of Directors" and "Compliance with
Section 16(a)," which information is hereby incorporated herein by
reference.
b. Executive Officers of the Company
Reference is made to "Executive Officers of the Registrant" in Part I,
Item 1e.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth in registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 18, 1996,
under the headings "Executive Compensation," "Compensation Committee
Interlocks and Insider Participation," and "Board of Directors," which
information is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth in registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 18, 1996,
under the heading "Securities Beneficially Owned by Principal Shareholders and
Management," which information is hereby incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth in registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 18, 1996,
under the caption "Board of Directors," which information is hereby
incorporated herein by reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a. (1) Financial Statements
The following consolidated financial statements of Thomas Industries
Inc. and subsidiaries, included in the Company's 1995 Annual Report
to Shareholders are included in Part II, Item 8:
Consolidated Balance Sheets--December 31, 1995 and 1994
Consolidated Statements of Income--Years ended December 31, 1995,
1994, and 1993
Consolidated Statements of Shareholders' Equity--Years ended
December 31, 1995, 1994, and 1993
Consolidated Statements of Cash Flows--Years ended December 31,
1995, 1994, and 1993
Notes to Consolidated Financial Statements--December 31, 1995
Five-Year Summary of Operations and Statistics
Independent auditors report from KPMG Peat Marwick LLP
(2) Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts
(3) Listing of Exhibits
Exhibit No. Exhibit
3(a) Restated Certificate of Incorporation, as
amended, filed as Exhibit 3(a) to
registrant's report on Form 10-Q dated
August 11, 1988, hereby incorporated by
reference.
3(b) Bylaws, as amended December 14, 1995.
4(a) Note Agreement dated January 19, 1990, by
and among the Company and its Day-Brite
Lighting, Inc., subsidiary, Allstate Life
Insurance Company, and other investors
filed as Exhibit No. 4 to registrant's
report on Form 10-K dated March 22, 1990,
hereby incorporated by reference.
Copies of debt instruments for which the
related debt is less than 10% of
consolidated total assets will be furnished
to the Commission upon request.
4(b) Rights Agreement filed as Exhibit 1 to
registrant's report on Form 8-A on December
23, 1987, hereby incorporated by reference.
4(c) Amendment to Rights Agreement filed as
Exhibit 1 to the registrant's report on
Form 8-K on October 18, 1990, hereby
incorporated by reference.
10(a) Employment Agreements with Timothy C.
Brown, Gilbert R. Grady, Jr., C. Barr
Schuler, and Phillip J. Stuecker filed as
Exhibits 3(a), 3(f), 3(i), and 3(j),
respectively, to registrant's report on
Form 10-Q dated November 11, 1988, hereby
incorporated by reference.
10(b) Employment Agreement with Clifford C.
Moulton filed as Exhibit 10(b) to
registrant's report on Form 10-K dated
March 25, 1993, hereby incorporated by
reference.
10(c) Employment Agreement with Richard J.
Crossland filed as Exhibit 10(c) to
registrant's report on Form 10-K dated
March 22, 1994, hereby incorporated by
reference.
10(d) Trust Agreement, filed as Exhibit 10(1) to
registrant's report on Form 10-Q dated
November 11, 1988, hereby incorporated by
reference.
10(e) Form of Indemnity Agreement and Amendment
thereto entered into by the Company and
each of its Executive Officers filed as
Exhibits 10 (g) and (h) to registrant's
report on Form 10-K dated March 23, 1988,
hereby incorporated by reference.
10(f) Severance pay policy of the Company,
effective October 1, 1988, covering all
Executive Officers, filed as Exhibit 10(d)
to registrant's report on Form 10-K dated
March 23, 1989, hereby incorporated by
reference.
10(g) 1987 Incentive Stock Plan as Amended, filed
as Annex A to the registrant's Proxy
Statement on March 17, 1989, hereby
incorporated by reference.
10(h) Non-Employee Director Stock Option Plan,
filed as Exhibit A to the registrant's
Proxy Statement on March 10, 1994, hereby
incorporated by reference.
10(i) 1995 Incentive Stock Plan, filed as Exhibit
A to the registrant's Proxy Statement on
March 14, 1995, hereby incorporated by
reference.
13 Certain portions of the Company's 1995
Annual Report to Shareholders as specified
in Part II hereof to be incorporated by
reference in this Annual Report on Form
10-K.
21 Subsidiaries of the Registrant.
23 Consent of KPMG Peat Marwick LLP.
27 Financial Data Schedule.
b. Reports on Form 8-K
There were no reports on Form 8-K for the three months ended December 31,
1995.
c. Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are as
specified in Item 14(a)(3) herein.
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.
THOMAS INDUSTRIES INC.
Date: March 21, 1996 By /s/ Timothy C. Brown
Timothy C. Brown, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/ Timothy C. Brown Chairman of the Board; 3/21/96
Timothy C. Brown President; Chief Executive
Officer; Chairman of the
Executive Committee; Director
(Principal Executive Officer)
/s/ Phillip J. Stuecker Vice President of Finance; 3/21/96
Phillip J. Stuecker Chief Financial Officer;
Secretary
(Principal Financial Officer)
/s/ Ronald D. Wiseman Controller; Assistant 3/21/96
Ronald D. Wiseman Secretary
(Principal Accounting Officer)
/s/ Peter P. Donis Director 3/21/96
Peter P. Donis
/s/ Wallace H. Dunbar Director 3/21/96
Wallace H. Dunbar
/s/ Roger P. Eklund Director 3/21/96
Roger P. Eklund
/s/ H. Joseph Ferguson Director 3/21/96
H. Joseph Ferguson
/s/ Gene P. Gardner Director 3/21/96
Gene P. Gardner
/s/ Lawrence E. Gloyd Director 3/21/96
Lawrence E. Gloyd
/s/ William M. Jordan Director 3/21/96
William M. Jordan
/s/ Ralph D. Ketchum Director 3/21/96
Ralph D. Ketchum
/s/ Franklin J. Lunding, Jr. Director 3/21/96
Franklin J. Lunding, Jr.
Independent Auditors' Report
The Board of Directors and Shareholders
Thomas Industries Inc.
We have audited the consolidated financial statements of Thomas Industries Inc.
and subsidiaries as listed in the accompanying index. In connection with our
audits of the financial statements, we also have audited the financial statement
schedule as listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Thomas Industries
Inc. and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set forth
therein.
KPMG PEAT MARWICK LLP
Louisville, Kentucky
February 7, 1996
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Thomas Industries Inc. and Subsidiaries
December 31, 1995
<TABLE>
<CAPTION>
ADDITIONS
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts- Deductions- End of
DESCRIPTION of Period Expenses Describe Describe Period
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1995
Allowance for doubtful accounts $ 1,773,000 $ 519,000 $ 278,000 (1) $ 2,014,000
Allowance for obsolete and slow moving 5,724,000 4,004,000 1,977,000 (2) 7,751,000
inventory
$ 7,497,000 $ 4,523,000 $ 2,255,000 $ 9,765,000
Year ended December 31, 1994
Allowance for doubtful accounts $ 1,763,000 $ 705,000 $ 695,000 (1) $ 1,773,000
Allowance for obsolete and low moving 6,419,000 4,079,000 4,774,000 (2) 5,724,000
inventory
$ 8,182,000 $ 4,784,000 $ 5,469,000 $ 7,497,000
Year ended December 31, 1993
Allowance for doubtful accounts $ 2,220,000 $ 1,040,000 $ 1,497,000 (1) $ 1,763,000
Allowance for obsolete and slow moving 4,742,000 4,470,000 2,793,000 (2) 6,419,000
inventory
$ 6,962,000 $ 5,510,000 $ 4,290,000 $ 8,182,000
(1) Uncollectible accounts written off, less recoveries on accounts previously written off and effect of translation in accordance
with SFAS No. 52
(2) Dispossal of obsolete inventory and effect of translation in accordance with SFAS No. 52
</TABLE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
3(b). Bylaws, as amended December 14, 1995
13. Certain portions of the Company's
1995 Annual Report to Shareholders
as specified in Part II hereof to be
incorporated by reference in this
Annual Report on Form 10-K
21. Subsidiaries of the Registrant
23. Consent of KPMG Peat Marwick
27. Financial Data Schedule
EXHIBIT 3(b)
BYLAWS
OF
THOMAS INDUSTRIES INC.
Amended as of December 14, 1995
BYLAWS
OF
THOMAS INDUSTRIES INC.
ARTICLE I
Offices
The principal office of the Corporation in the State of Delaware is located
at No. 306 South State Street, City of Dover 19901, County of Kent, State of
Delaware; and the name of the resident agent in charge thereof is the United
States Corporation Company. The Company may also have offices at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time determine.
ARTICLE II
Shareholders
Section 1. Annual Meeting. An annual meeting of the shareholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held each year on such
day during the month of April or May, and at such time and place, as may be
fixed from time to time by the Board of Directors of the Corporation.
Section 2. Special Meetings. Special meetings of the shareholders of the
Corporation for any purpose or purposes may be called at any time by the Board
of Directors or by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws, include the power
to call such meetings, but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any special
meeting of shareholders may be called by any other person or persons by the
terms of any series of Preferred Stock then outstanding, then such special
meeting may also be called by the person or persons, in the manner, at the
times, and for the purposes so specified. Special meetings shall be held at
such place within or without the State of Delaware as may be specified in
the call thereof. Business transacted at all special meetings shall be confined
to the objects stated in the call.
Section 3. Notice of Meetings. Written notice of the annual meeting of
the shareholders shall be served by the Secretary, either personally or by mail,
upon each shareholder of record entitled to vote at such meeting, at least ten
days before the meeting. Written notice of any special meeting of the
shareholders shall be so served at least five days before the meeting. If
mailed, the notice of a meeting shall be directed to a shareholder at his last
known post office address. The notice of every meeting of the shareholders
shall state the purpose or purposes for which the meeting is called and the time
when and the place where it is to be held. Failure to serve personally or by
mail such notice, or any irregularity therein, shall not affect the validity of
such meeting or any of the proceedings thereat. Such notice may be waived in
writing.
Section 4. Quorum. At all meetings of the shareholders, the presence, in
person or by proxy, of the holders of record of a majority of the shares of
stock issued and outstanding, and entitled to vote thereat, shall be necessary
and sufficient to constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws. In the absence of a quorum, the holders of record of a majority of the
shares of stock present in person or by proxy, and entitled to vote thereat, or
if no such shareholder is present in person or by proxy, any officer entitled to
preside at, or act as secretary of, such meeting, without notice other than by
announcement at the meeting, may adjourn the meeting from time to time, for a
period of not more than thirty days at any one time until a quorum shall attend.
At any such adjourned meeting at which a quorum shall be present in person or by
proxy, any business may be transacted that might have been transacted at the
meeting as originally called.
Section 5. Voting. At each meeting of the shareholders, except as may be
provided by the Certificate of Incorporation, as amended, or in a certificate
filed by the Corporation pursuant to Section 151(g) of the Delaware General
Corporation Law, each shareholder entitled to vote at such meeting shall be
entitled to one vote for each share of stock standing in his name in the stock
ledger of the Corporation and may vote either in person or by proxy, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Every proxy must be executed in writing by the shareholder
or by his duly authorized attorney and dated, but need not be sealed, witnessed,
or acknowledged.
At each meeting of the shareholders, if there shall be a quorum, the vote
of the holders of a majority of the shares of stock present in person or by
proxy, and entitled to vote thereat, shall decide all matters brought before
such meeting, except as otherwise provided by law, by the Certificate of
Incorporation, or by these Bylaws.
Upon demand of any shareholder entitled to vote at a meeting of the
shareholders or upon the direction of the presiding officer at such meeting, the
vote upon any matter brought before such meeting shall be by ballot; but
otherwise no such vote need be by ballot except as is provided in Article II,
Section 10, of these Bylaws.
Section 6. Presiding Officer and Secretary. At all meetings of the
shareholders, the Chairman of the Board of Directors, or in his absence the
President of the Corporation, or in his absence a Vice President, or if none be
present, the appointee of the meeting, shall preside. The Secretary of the
Corporation, or in his absence an Assistant Secretary, or if none be present,
the appointee of the presiding officer of the meeting, shall act as secretary
of the meeting.
Section 7. Inspectors of Election. At each meeting of the shareholders at
which any matter brought before the meeting is to be voted upon by ballot, the
presiding officer of such meeting may, and if so required by Article II, Section
10, of the Bylaws shall, appoint two persons, who need not be shareholders, to
act as Inspectors of Election at such meeting. The Inspectors so appointed,
before entering on the discharge of their duties, shall take and subscribe an
oath or affirmation faithfully to execute the duties of Inspectors at such
meeting with strict impartiality and according to the best of their ability; and
thereupon the Inspectors shall take charge of the polls and after the balloting
shall canvass the votes and determine in accordance with law, and make a
certificate to the Corporation of, the results of the vote taken. No director
or candidate for the office of director shall be appointed an Inspector.
Section 8. Nomination of Director Candidates and Other
Shareholder Proposals. Nominations of candidates for election to the Board of
Directors of the Corporation or any other matters to be considered at any
meeting of the shareholders called for election of directors or for the
consideration of any other matters (an "Election Meeting") may be made only by
or at the direction of the Board of Directors or by a shareholder entitled to
vote at such Election Meeting. All such nominations, or any other proposals,
except those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, any such notice must be received at the principal executive
offices of the Corporation not less than sixty days prior to the date of the
Election Meeting and must set forth (i) the name, age, business address and
residence address, and the principal occupation or employment of any nominee
proposed in such notice, (ii) the name and address of the shareholder giving the
notice as the same appears in the Corporation's stock ledger, (iii) the number
of shares of capital stock of the Corporation which are beneficially owned by
any such nominee and by such shareholder, (iv) such other information concerning
any such nominee as would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for the election of
such nominee, and (v) a description of any other matter proposed to be voted
upon at the Election Meeting. Such notice must also include a signed consent of
each such nominee to serve as a director of the Corporation, if elected.
If the presiding officer of an Election Meeting determines that a director
nomination, or any other proposal, was not made in accordance with the foregoing
procedures, such nomination or other proposal shall be void and shall be
disregarded for all purposes.
Section 9. List of Shareholders. At least ten days prior to every
election of directors, a complete list of the shareholders entitled to vote at
such election, arranged in alphabetical order and indicating the number of
voting shares held by each, shall be prepared and certified by the Secretary or
an Assistant Secretary. Such list shall be filed at the place where the
election is to be held and shall at all times during the usual hours for
business, and during the whole time of said election, be open to the examination
of any shareholder.
Section 10. Determination of Contested Elections. In the event that there
are more candidates for election to the Board of Directors at a meeting of the
shareholders than there are directors to be elected at such meeting (a
"Contested Election"), the vote for election of directors shall be by ballot,
and two Inspectors of Election for such meeting shall be appointed by the
presiding officer of such meeting.
The nominees for election to the Board of Directors in a Contested Election
who are certified by the Inspectors as having been elected shall be deemed to be
duly elected and qualified upon the expiration of three business days following
the date of such certification, provided that in the event any court proceedings
are commenced which challenge the results of such Contested Election, such
nominees shall not be deemed to be duly elected and qualified until all such
court proceedings, including appeals, shall have been finally concluded.
ARTICLE III
Directors
Section 1. Number/Terms of Office. Except as provided by law or by the
Certificate of Incorporation, or by these Bylaws, the powers, business,
property, and affairs of the Corporation shall be exercised and managed by a
Board of ten directors. The number of directors may be altered from time to
time by an amendment of these Bylaws as hereinafter provided, but no reduction
in the number of directors shall affect any director whose term of office shall
not have expired. No director need be a shareholder. The directors shall be
divided into three classes as follows:
Class I -- four members
Class II -- three members
Class III -- three members
The term of office of directors of Class I shall expire at the 1996 annual
meeting of shareholders; the term of office of directors of Class II shall
expire at the 1997 annual meeting of shareholders; and the term of office of
directors of Class III shall expire at the 1998 annual meeting of shareholders.
At each annual meeting of shareholders, directors of the class whose term then
expires shall be elected for a full term of three years to succeed the directors
of such class so that the term of office of the directors of one class shall
expire in each year, provided that nothing herein shall be construed to prevent
(a) the election of a director to succeed himself, (b) the election of a
director for the remainder of an unexpired term in the class of directors to
which he is elected, and (c) amendment of the Bylaws to increase or decrease the
number of directors.
Notwithstanding any other provision of these Bylaws, each director shall
continue in office until his successor shall have been duly elected and shall
qualify, or until his earlier resignation or removal in the manner provided in
these Bylaws, or death.
Section 2. Election of Directors/Vacancies. The members of each class of
directors shall be elected at the annual meeting of the shareholders at which
the term of office of such class expires, as provided herein. If for any reason
any annual election of directors shall not be held on the day designated by
these Bylaws, the directors shall cause such election to be held as soon
thereafter as conveniently may be.
Newly created directorships resulting from any increase in the authorized
number of directors and vacancies in the Board of Directors from death,
resignation, retirement, disqualification, removal from office, or other cause,
shall be filled by a majority vote of the directors then in office; and
directors so chosen shall hold office for a term expiring at the annual meeting
at which the term of the class to which they shall have been elected expires.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
Subject to the rights of the holder of any series of Preferred Stock then
outstanding, (a) any director, or the entire Board of Directors, may be removed
at any time, but only for cause; and (b) the affirmative vote of the holders of
75 percent of the voting power of all of the stock of the Corporation entitled
to vote in the election of directors shall be required to remove a director from
office. The shareholders of the Corporation are expressly prohibited from
cumulating their votes in any election of directors of the Corporation.
Section 3. Resignations. Any director may resign from his office at any
time by delivering his resignation in writing to the Corporation; and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make such resignation effective.
Section 4. Meetings. The Board of Directors may hold its meetings in such
place or places within or without the State of Delaware as the Board from time
to time by resolution may determine or as shall be specified in the respective
notices or waivers of notice thereof; and the directors may adopt such rules and
regulations for the conduct of their meetings and the management of the
Corporation, not inconsistent with these Bylaws, as they may deem proper. An
annual meeting of the Board for the election of officers shall be held within
three days following the day on which the annual meeting of the shareholders for
the election of directors shall have been held. The Board of Directors, from
time to time by resolution, may fix a time and place (or varying times and
places) for the annual and other regular meetings of the Board provided that,
unless a time and place is so fixed for any annual meeting of the Board, the
same shall be held immediately following the annual meeting of the shareholders
at the same place at which such meeting shall have been held. No notice of the
annual or other regular meetings of the Board need be given. Other meetings of
the Board of Directors shall be held whenever called by the Chairman of the
Board or by any two of the directors for the time being in office; and the
Secretary shall give notice of each such meeting to each director by mailing the
same not later than the third day before the meeting, or personally, or by
telegraphing, cabling, or telephoning, the same not later than two hours before
the meeting. No notice of a meeting need be given if all the directors are
present in person. Any business may be transacted at any meeting of the Board
of Directors, whether or not specified in a notice of the meeting.
Section 5. Quorum. A majority of the total number of directors
constituting the whole Board shall constitute a quorum for the transaction of
business. If there be less than a quorum at any meeting of the Board, a
majority of those present (or if only one be present, then that one) may adjourn
the meeting from time to time; and no further notice thereof need be given other
than announcement at the meeting which shall be so adjourned. The act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Certificate of Incorporation or by these
Bylaws.
Section 6. Compensation of Directors. The Board of Directors shall have
the authority to fix the compensation of the directors. A director may serve
the Corporation in other capacities and receive compensation therefor.
Section 7. Indemnification of Directors and Officers.
(a) Each person who was or is a party or is threatened to be made a party
to or is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation or of a partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the laws
of Delaware as the same now or may hereafter exist (but, in the case of any
change, only to the extent that such change permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such change) against all costs, charges, expenses, liabilities,
and losses (including attorneys' fees, judgments, fines, ERISA excise taxes, or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of his heirs, executors, and
administrators. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition upon receipt by the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that the director or officer is not entitled to be
indemnified under this section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
(b) If a claim under subsection (a) of this Section is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. It shall be a defense to any action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking
has been tendered to the Corporation) that the claimant has failed to meet a
standard of conduct which makes it permissible under Delaware law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such standard of conduct, nor the
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall be a defense to the
action or create a presumption that the claimant has failed to meet the required
standard of conduct.
(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.
(d) The Corporation may maintain insurance at its expense to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under Delaware law.
(e) To the extent that any director, officer, employee, or agent of the
Corporation is by reason of such position, or a position with another entity at
the request of the Corporation, a witness in any proceeding, he shall be
indemnified against all costs and expenses actually and reasonably incurred by
him or on his behalf in connection therewith.
(f) The Corporation may enter into indemnity agreements with the persons
who are members of its Board of Directors from time to time, and with such
officers, employees, and agents as the Board may designate, indemnity agreements
providing in substance that the Corporation shall indemnify such persons to the
fullest extent permitted by the laws of Delaware.
(g) Any amendment, repeal, or modification of any provision of this
Section by the shareholders or the Directors of the Corporation shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such amendment, repeal, or modification.
Section 8. Committees. The Board of Directors may, by resolution or
resolutions, passed by a majority of the whole Board, from time to time
designate an Executive Committee and such other committee or committees as it
may determine, each committee to be headed by a chairman who shall be a member
of the Board of Directors and elected by the Board of Directors. The committee
or committees shall exercise only such powers of the Board of Directors as are
specifically provided in said resolution or resolutions. The chairman of the
Executive Committee, if any, shall report to the Board at its meetings upon the
affairs of the Corporation.
ARTICLE IV
Officers and Agents
Section 1. General Provisions. The officers of the Corporation shall be a
President, a Treasurer, and a Secretary, and may include a Chairman of the
Executive Committee, one or more Vice Presidents, any of which may be an
Executive Vice President, one or more Assistant Treasurers, and one or more
Assistant Secretaries. The Chairman of the Board of Directors and the President
shall be chosen from among the directors. Any two offices, except those of
President and Vice President, may be held by the same person; but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if such instrument is required by law or by these Bylaws to be executed,
acknowledged, or verified by any two or more officers. Each of such officers
shall serve until the annual meeting of the Board of Directors next succeeding
his appointment and until his successor shall have been chosen and shall have
qualified. The Board of Directors may appoint such other officers, agents, and
employees as it may deem necessary or proper, who shall respectively have such
authority and perform such duties as may from time to time be prescribed by the
Board of Directors. All officers, agents, and employees appointed by the Board
of Directors shall be subject to removal at any time by the affirmative vote of
a majority of the whole Board. Other agents and employees may be removed at any
time by the Board of Directors, by the officer appointing them, or by any other
superior officer upon whom such power of removal may be conferred by the Board
of Directors. The salaries of the officers of the Corporation shall be fixed by
the Board of Directors, but this power may be delegated to any officer.
Section 2. The Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the shareholders and of the
Board of Directors of the Corporation. At each annual meeting of the
shareholders, he shall present a statement of the business of the Corporation
for the preceding year and a report of its financial condition.
Section 3. The President. The President shall be the Chief Executive
Officer of the Corporation. He shall have general and active supervision of its
business and affairs, and general charge of its property and employees,
subject, however, to the control of the Board of Directors. He shall see that
all resolutions and orders of the Board of Directors or of any committee thereof
are carried into effect. He shall have power in the name of the Corporation and
on its behalf to execute any and all deeds, mortgages, contracts, agreements,
and other instruments in writing, and shall have such other powers as may be
assigned to him by the Board of Directors. He shall have full power and
authority on behalf of the Corporation to execute any shareholder's consent and
to attend and vote in person or by proxy at any meeting of shareholders of any
corporation in which the Corporation may own stock, and at any such meeting
shall possess and may exercise any and all rights and powers incident to the
ownership of such stock and which, as the owner thereof, the Corporation might
have possessed and exercised if present.
Section 4. Vice Presidents. Each Vice President shall have such powers
and perform such duties as the Board of Directors, Chairman of the Board, or the
President may from time to time prescribe, and shall perform such other duties
as may be prescribed in these Bylaws. In the absence or inability to act of the
Chairman of the Board or the President, the Vice President next in order as
designated by the Board of Directors or, in the absence of such designation,
senior in length of service in such capacity, shall perform all the duties and
may exercise any of the powers of the President, subject to the control of the
Board of Directors. The performance of any duty by a Vice President shall be
conclusive evidence of his power to act.
Section 5. The Treasurer. The Treasurer shall have the care and custody
of all funds and securities of the Corporation which may come into his hands and
shall deposit the same to the credit of the Corporation in such bank or banks or
other depositary or depositaries as the Board of Directors may designate. He
may endorse all commercial documents requiring endorsements for or on behalf of
the Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He shall render an account of his transactions to the Board of
Directors as often as they shall require the same and shall at all reasonable
times exhibit his books and accounts to any director; shall cause to be entered
regularly in books kept for that purpose full and accurate account of all monies
received and paid by him on account of the Corporation; and shall have such
further powers and duties as are incident to the position of Treasurer, subject
to the control of the Board of Directors. He may be required by the Board of
Directors to give a bond for the faithful discharge of his duties in such sum
and with such surety as the Board may require.
Section 6. The Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of the shareholders and shall attend to
the giving and serving of all notices of the Corporation. He shall have custody
of the seal of the Corporation and shall affix the seal to all certificates of
shares of stock of the Corporation and to such other papers or documents as may
be proper and, when the seal is so affixed, he shall attest the same by his
signature whenever required. He shall have charge of the stock certificate
book, transfer book, and stock ledger, and such other books and papers as the
Board of Directors may direct. He shall, in general, perform all the duties of
Secretary, subject to the control of the Board of Directors.
Section 7. Assistant Treasurers. In the absence or inability of the
Treasurer to act, any Assistant Treasurer may perform all the duties and
exercise all of the powers of the Treasurer, subject to the control of the Board
of Directors. The performance of any such duty shall be conclusive evidence of
his power to act. Any Assistant Secretary shall also perform such other duties
as the Secretary or the Board of Directors may from time to time assign to him.
Section 8. Assistant Secretaries. In the absence or inability of the
Secretary to act, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary, subject to the control of the Board of
Directors. The performance of any such duty shall be conclusive evidence of his
power to act. Any Assistant Secretary shall also perform such other duties as
the Secretary or the Board of Directors may from time to time assign to him.
Section 9. Other Officers. Other officers shall perform such duties and
have such powers as may from time to time be assigned to them by the Board of
Directors.
Section 10. Delegation of Duties. In case of the absence of any officer
of the Corporation, or for any other reason that the Board may deem sufficient,
the Board may confer, for the time being, the powers or duties, or any of them,
of such officer upon any other officer, or upon any director.
ARTICLE V
Capital Stock
Section 1. Certificates for Shares. Certificates for shares of stock of
the Corporation certifying the number and class of shares owned shall be issued
to each shareholder in such form, not inconsistent with the Certificate of
Incorporation and these Bylaws, as shall be approved by the Board of Directors.
The certificates for the shares of each class shall be numbered and registered
in the order in which they are issued and shall be signed by the Chairman of the
Board of Directors or the President or a Vice President and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer; and the seal
of the Corporation shall be affixed thereto. However, where any such
certificate is signed by a transfer agent and by a registrar of the Corporation,
other than the Corporation itself or its employee, the signature of either the
transfer agent or the registrar and of any such corporate officer or officers
and the seal of the Corporation upon such certificate may be facsimilies,
engraved, or printed. All certificates exchanged or returned to the Corporation
shall be cancelled.
Section 2. Transfer of Shares of Stock. Transfers of shares shall be made
only upon the books of the Corporation by the holder, in person or by attorney
lawfully constituted in writing, and on the surrender of the certificate or
certificates for such shares properly assigned. The Board of Directors shall
have the power to make all such rules and regulations, not inconsistent with the
Certificate of Incorporation and these Bylaws, as they may deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation.
Section 3. Lost, Stolen, or Destroyed Certificates. The Board of
Directors, in their discretion, may require the owner of any certificate of
stock alleged to have been lost, stolen, or destroyed, or his legal
representatives, to give the Corporation a bond in such sum as they may direct,
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate, as a
condition of the issue of a new certificate of stock in the place of any
certificate theretofore issued alleged to have been lost, stolen, or destroyed.
Proper and legal evidence of such loss, theft, or destruction shall be procured
for the Board, if required. The Board of Directors in their discretion may
refuse to issue such new certificate, save upon the order of some court having
jurisdiction in such matters.
Section 4. Record Date. The Board of Directors may fix in advance a date,
not more than sixty days nor less than ten days preceding the date of any
meeting of the shareholders and not more than sixty days preceding the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock; and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 5. Maintenance and Inspection of Stock Ledger. The original or
a duplicate stock ledger containing a list of the shareholders shall be
maintained at the principal office or place of business of the Corporation and
shall upon written demand under oath stating the purpose thereof, be available
for inspection by any shareholder of record for any proper purpose in person or
by attorney or other agent during the usual hours of business. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
shareholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the shareholder. The demand
under oath shall be directed to the Corporation at its registered office in
Delaware or at its principal place of business.
Section 6. Record Ownership. The Corporation shall be entitled to
recognize the exclusive right of a person registered as such in the stock ledger
of the Corporation as the owner of shares of the Corporation's stock to receive
dividends and to vote as such owner and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not the Corporation shall have express or other notice
thereof, except as otherwise provided by law.
ARTICLE VI
Seal
The seal of the Corporation shall consist of a flat-faced, circular die
with the name of the Corporation, the year of its incorporation, and the words
"Corporate Seal" and "Delaware" inscribed thereon.
ARTICLE VII
Waiver
Whenever any notice whatever is required to be given by statute, or under
the provisions of the Certificate of Incorporation or Bylaws of this
Corporation, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE VIII
Checks, Notes, Drafts, Etc.
Checks, notes, drafts, acceptances, bills of exchange, and other orders or
obligations for the payment of money shall be signed by such officer or officers
or person or persons as the Board of Directors shall from time to time
determine.
ARTICLE IX
Amendments
These Bylaws may be amended or repealed and new Bylaws adopted by the
affirmative vote of a majority of the total number of directors (fixed by the
Bylaws as in effect immediately prior to such vote) or by the affirmative vote
of the holders of 75 percent of the voting power of the Corporation's stock
outstanding and entitled to vote thereon. Such Bylaws may contain any provision
for the regulation and management of the affairs of the Corporation and the
rights or powers of its shareholders, directors, officers, or employees not
inconsistent with the laws of the State of Delaware.
EXHIBIT 13
TO FORM 10-K
(12/31/95)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Net income for 1995 was $12.8 million, an increase of $2.3 million, or 21.9%
over 1994; while net sales increased 7.4% to $490.6 million in 1995 from
$456.6 million in 1994. The 1994 net income includes an after-tax gain of
$3.0 million from the sale of two non-core divisions.
Results for 1994 improved over 1993, with net income in 1994 increasing to
$10.5 million versus $3.8 million in 1993. Net sales increased by 1.4% to
$456.6 million in 1994 from $450.1 million in 1993. The 1993 net income
includes an after-tax charge of $2.0 million for certain restructuring
expenses.
The Compressor and Vacuum Pump Segment achieved record net sales of $157.7
million, an increase of 7.8% over 1994, following an increase of 14.4% in
1994 over 1993. The increases for both years are attributable to the
continued successful introduction of new products for new applications. The
majority of the increase in net sales for 1995 was from the European
operations. Operating income for the Segment decreased by 2.8% in 1995 from
1994, principally due to competitive pricing pressure in the North American
medical market. Operating income for the Segment increased 11.7% in 1994 over
1993 primarily due to volume increases.
The Lighting Segment net sales for 1995 of $332.8 million were also a record
and represent an increase of 9.5% over 1994 net sales, after a 1.9% increase
in 1994 over 1993. The increase in both years resulted principally from
improvements in the Commercial & Industrial Division. Operating income for
the Lighting Segment improved to $11.4 million in 1995, up from $4.9 million
in 1994 and $.1 million in 1993. The 1995 operating income improvement of
135.3% over 1994 was due to volume increases and implementation of cost
containment programs. The 1994 level was a 34.1% improvement over 1993 after
excluding the $3.5 million pre-tax restructuring charge in 1993 referenced
above. This improvement was in part due to the reduced costs resulting from
the restructuring actions as well as additional cost savings and improved
operating efficiencies introduced over the previous three years in response
to the soft lighting market conditions. The 1994 Lighting Segment results
include a gain of $2.0 million due to LIFO inventory quantity reductions at
certain operating divisions, while the 1993 results include a gain of $1.9
million due to a change in the method of applying LIFO for certain
inventories.
In 1994, the Company recorded an after-tax gain of $3.0 million from the
sales of the Portland Willamette and Builders Brass Works Divisions. The
operations, whose products were fireplace screens and accessories and
architectural hardware and door controls, were divested as part of the
Company's strategy to focus on its two core businesses. The 1993 net income
includes an after-tax charge of $2.0 million primarily related to exiting the
Company's Long Island facility and the sale of a product line within the
Commercial & Industrial Lighting Division.
Interest expense for 1995 declined $1.0 million or 10.7% from 1994, due to
reduced levels of long-term and short-term debt during 1995. In 1994,
interest expense was 10.3% lower than 1993 due to reduced levels of
short-term bank borrowings.
The Company, like other similar manufacturers, is subject to environmental
rules and regulations regarding the use, disposal, and cleanup of substances
regulated under environmental protection laws. It is the Company's policy to
comply with these rules and regulations, and the Company believes that its
practices and procedures are designed to meet this compliance. The Company is
involved in remedial efforts at certain of its present and former locations;
and when costs can be reasonably estimated, the Company records appropriate
liabilities for such matters.
During 1995, the Company employed an average of 3,100 people, down from 3,190
in 1994 and 3,390 in 1993, primarily due to the staff reductions resulting
from the divestitures, restructuring and effected consolidation plans.
LIQUIDITY AND SOURCES OF CAPITAL
Cash and cash equivalents increased to $18.3 million at December 31, 1995,
compared to $5.1 million and $2.4 million at December 31, 1994 and 1993,
respectively. Cash flows from operations were $38.0 million in 1995 compared
to $20.2 million in 1994 and $15.7 million in 1993. These funds, along with
the proceeds from divestitures, have been utilized in funding of capital
expenditures and dividends over the three-year period, along with the net pay
down of long-term and short-term debt during 1995, 1994, and 1993 totaling
$19.9 million.
Working capital increased $3.3 million during 1995 from the December 31,
1994, level which had decreased $.9 million from December 31, 1993. From 1994
to 1995, accounts receivable increased $.9 million on higher sales volume,
while inventory levels decreased $4.8 million due to improved utilization.
Notes payable to banks have decreased from December 31, 1994, principally due
to the application of positive cash flows generated from operations.
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Working capital $80,837 $77,558 $78,466
Current ratio 1.96 2.00 2.06
Long-term debt, less current portion $70,791 $79,693 $87,509
Long-term debt to total capital 33.1% 37.3% 41.2%
</TABLE>
Certain loan agreements of the Company include restrictions on working
capital, operating leases, tangible net worth, and the payment of cash
dividends and stock distributions. Under the most restrictive of these
arrangements, retained earnings of $20 million are not restricted at December
31, 1995.
As of December 31, 1995, the Company had available credit of $69.9 million
with banks under short-term borrowing arrangements and a revolving line of
credit, $68.4 million of which was unused at year-end. Anticipated funds from
operations, along with available short-term credit, are expected to be
sufficient to meet cash requirements in the year ahead. Cash in excess of
operating requirements will continue to be invested in high grade, short-term
securities.
NEW ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." For a discussion of this statement
and its impact on the Company, please refer to Note Two of the Notes to the
Consolidated Financial Statements on page 23.
In October 1995, the FASB adopted Statement No. 123, "Accounting for
Stock-Based Compensation." For a discussion of this statement and its impact
on the Company, please refer to Note Seven of the Notes to the Consolidated
Financial Statements on page 27.
COMMON STOCK MARKET PRICES AND DIVIDENDS
The Company's common stock is traded on the New York Stock Exchange (ticker
symbol TII). On February 7, 1996, there were 2,465 security holders of
record. High and low stock prices and dividends for the last two years were:
[CAPTION]
<TABLE>
1995 1994
Cash Cash
Market Price Dividends Market Price Dividends
Quarter Ended High Low Declared High Low Declared
<S> <C> <C> <C> <C> <C> <C>
March 31 $ 17 $13-5/8 $ .10 $16-3/8 $13-1/4 $ .10
June 30 16-7/8 15-1/2 .10 15-3/4 13-1/8 .10
September 30 20-1/4 16-1/8 .10 15-3/8 14 .10
December 31 24-1/8 18-7/8 .10 15 12-3/4 .10
</TABLE>
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years ended December 31
(In thousands, except share data) 1995 1994 1993
<S> <C> <C> <C>
Net sales $490,573 $456,565 $450,149
Cost of products sold 352,551 329,338 326,396
Gross profit 138,022 127,227 123,753
Selling, general and administrative expenses 108,284 104,091 102,440
Restructuring costs - - 3,500
Interest expense 8,242 9,225 10,279
Interest income and other 443 (4,287) (286)
116,969 109,029 115,933
Income before income taxes 21,053 18,198 7,820
Income taxes 8,278 7,656 4,015
Net income $ 12,775 $ 10,542 $ 3,805
Net income per share $ 1.25 $ 1.05 $ .38
</TABLE>
See accompanying notes.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
(In thousands, except share data) 1995 1994
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 18,305 $ 5,050
Accounts receivable, less allowance
($2,014 - 1995; $1,773 - 1994) 61,975 61,075
Inventories 68,065 72,902
Deferred income taxes 5,775 5,874
Other current assets 10,619 10,454
Total current assets 164,739 155,355
Property, plant and equipment, net 75,710 75,962
Intangible assets, net 61,379 62,532
Other assets 11,705 11,222
Total assets $ 313,533 $ 305,071
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable to banks $ 7,679 $ 8,252
Accounts payable 27,778 25,892
Accrued expenses and other current liabilities 38,427 33,814
Dividends payable 1,010 1,007
Current portion of long-term debt 9,008 8,832
Total current liabilities 83,902 77,797
Deferred income taxes 7,875 7,684
Long-term debt, less current portion 70,791 79,693
Other long-term liabilities 7,788 6,131
Total liabilities 170,356 171,305
Shareholders' equity:
Preferred stock, $1 par value, 3,000,000 shares
authorized - none issued - -
Common stock, $1 par value, authorized shares:
60,000,000; shares issued: 1995 - 11,485,865;
1994 - 11,447,873 11,486 11,448
Capital surplus 117,974 117,557
Retained earnings 40,003 31,264
Foreign currency translation (616) (2,478)
Minimum pension liability (2,690) (1,045)
Less cost of treasury shares (1,366,695 shares) (22,980) (22,980)
Total shareholders' equity 143,177 133,766
Commitments and contingencies
Total liabilities and shareholders' equity $ 313,533 $ 305,071
</TABLE>
See accompanying notes.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Years ended December 31
(In thousands, except per share data) 1995 1994 1993
<S> <C> <C> <C>
Common stock:
Beginning of year $ 11,448 $ 11,416 $ 11,378
Stock options exercised 38 32 38
End of year 11,486 11,448 11,416
Capital surplus:
Beginning of year 117,557 117,264 116,910
Stock options exercised 417 293 354
End of year 117,974 117,557 117,264
Retained earnings:
Beginning of year 31,264 24,746 24,955
Net income 12,775 10,542 3,805
Cash dividends of $.40 per share (4,036) (4,024) (4,014)
End of year 40,003 31,264 24,746
Foreign currency translation:
Beginning of year (2,478) (2,156) (718)
Adjustment 1,862 (322) (1,438)
End of year (616) (2,478) (2,156)
Minimum pension liability:
Beginning of year (1,045) (3,241) -
Adjustment (1,645) 2,196 (3,241)
End of year (2,690) (1,045) (3,241)
Treasury shares (22,980) (22,980) (22,980)
Total shareholders' equity $143,177 $133,766 $125,049
</TABLE>
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 12,775 $ 10,542 $ 3,805
Reconciliation of net income to net cash
provided by operating activities:
Depreciation and amortization 14,803 15,524 16,517
Non-cash portion of restructuring costs - - 3,500
Deferred income taxes 75 1,391 (1,850)
Provision for losses on accounts receivable 519 705 1,040
(Gain) loss on asset disposals, net 123 (4,223) -
Changes in operating assets and liabilities
net of effect of divestitures:
Accounts receivable (1,037) (3,412) (6,087)
Inventories 4,312 (4,739) (1,907)
Other current assets 1,282 1,004 (1,143)
Accounts payable 1,779 1,565 1,446
Accrued expenses and other liabilities 4,366 1,037 432
Other (1,021) 822 (50)
Net cash provided by operating activities 37,976 20,216 15,703
Cash flows from investing activities:
Purchases of property, plant and equipment (12,288) (16,301) (13,908)
Proceeds from sales of property, plant and
equipment and other assets 1,458 12,747 311
Net cash used in investing activities (10,830) (3,554) (13,597)
Cash flows from financing activities:
(Payments on) proceeds from short-term
debt, net (1,231) (8,615) 3,330
Payments on long-term debt (8,914) (1,508) (2,927)
Dividends paid (4,033) (4,022) (4,011)
Other 287 169 327
Net cash used in financing activities (13,891) (13,976) (3,281)
Increase (decrease) in cash and cash
equivalents 13,255 2,686 (1,175)
Cash and cash equivalents at beginning of year 5,050 2,364 3,539
Cash and cash equivalents at end of year $ 18,305 $ 5,050 $ 2,364
</TABLE>
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE ONE - DESCRIPTION OF BUSINESS
Thomas Industries Inc. and subsidiaries (the Company) operate two core
businesses; lighting and compressors & vacuum pumps. The Company designs,
manufactures, markets and sells these products. Manufacturing facilities are
located in North America and Europe with additional sales operations located
in South America and Asia. Lighting products are sold principally in North
America for commercial, industrial and consumer applications. Compressor and
vacuum pump products are sold worldwide with principal markets in North
America and Europe, primarily for applications of original equipment
manufacturers.
NOTE TWO - ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company.
Affiliates not required to be consolidated are accounted for using the equity
method, under which the Company's share of earnings of these affiliates is
included in income as earned. Intercompany accounts and transactions are
eliminated.
INVENTORIES
Inventories are valued at the lower of cost or market. Inventories valued
using the last-in, first-out (LIFO) method represented approximately 74% and
79% of consolidated inventories at December 31, 1995 and 1994, respectively.
Inventories not on LIFO are valued using the first-in, first-out (FIFO)
method. Inventories consist of the following:
<TABLE>
<CAPTION>
(In thousands) 1995 1994
<S> <C> <C>
Finished goods $29,951 $31,417
Raw materials 25,107 29,970
Work in process 13,007 11,515
Total inventories $68,065 $72,902
</TABLE>
On a current cost basis, inventories would have been $12,727,000 and
$13,494,000 higher than that reported at December 31, 1995 and 1994,
respectively.
Inventory quantities at certain operating units decreased in 1994. As a
result, cost of products sold included cost of inventories based on prior
years' LIFO values which were less than current replacement costs, the effect
of which increased net income by $1,192,000 ($.12 per share) in 1994.
LONG-LIVED ASSETS
PROPERTY, PLANT AND EQUIPMENT
The cost of property, plant and equipment is depreciated principally by the
straight-line method over their estimated useful lives. Property, plant and
equipment consist of the following:
<TABLE>
<CAPTION>
(In thousands) 1995 1994
<S> <C> <C>
Land $ 6,258 $ 6,210
Buildings 30,950 30,295
Leasehold improvements 11,005 10,210
Machinery and equipment 98,690 95,345
146,903 142,060
Accumulated depreciation and amortization 71,193 66,098
Total property, plant and equipment, net $ 75,710 $75,962
</TABLE>
INTANGIBLE ASSETS
Intangible assets represent the excess of cost over the fair value of net
assets of companies acquired and are stated net of accumulated amortization
of $16,548,000 and $14,294,000 at December 31, 1995 and 1994, respectively.
The excess is being amortized over 40 years by the straight-line method.
In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," which requires impairment losses to
be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amounts.
Statement No. 121 also addresses the accounting for long-lived assets that
are expected to be disposed of. The Company will adopt Statement No. 121 in
the first quarter of fiscal year 1996 and, based on current circumstances,
does not believe the effect of adoption will be material.
NET INCOME PER SHARE
Net income per share is based on the weighted daily average number of common
shares outstanding during the year, adjusted for the dilutive effect of
common stock equivalents, consisting of stock options, calculated using the
treasury stock method.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs, which include costs of product improvements
and design, are expensed as incurred ($13,405,000 in 1995, $12,705,000 in
1994 and $12,431,000 in 1993).
FINANCIAL INSTRUMENTS
Various methods and assumptions were used by the Company in estimating its
fair value disclosures for significant financial instruments. Fair values of
cash equivalents approximate their carrying amount because they are highly
liquid investments with a maturity of less than three months when purchased.
The fair value of short-term debt approximates its carrying amount. The fair
value of long-term debt is based on the present value of the underlying cash
flows discounted at the current estimated borrowing rates available to the
Company.
USE OF ESTIMATES
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
OTHER
Certain prior year amounts have been reclassified to conform to the current
year presentation.
NOTE THREE - DIVESTITURES
In the first quarter of 1994, the Company sold its Oliver-MacLeod Division.
Oliver-MacLeod manufactured factory-built chimneys and zero-clearance
fireplaces. No gain or loss resulted from the transaction.
In the second quarter of 1994, the Company sold its Portland Willamette and
Builders Brass Works Divisions. Portland Willamette manufactured fireplace
screens and related accessories. Builders Brass Works manufactured
architectural hardware and door controls. These transactions resulted in a
pre-tax gain of $4,175,000 and a net gain of $3,000,000 ($.30 per share).
Proceeds from these transactions included cash of $10,900,000 and
interest-bearing notes receivable of $4,500,000.
NOTE FOUR - RESTRUCTURING COSTS
During 1993, the Company recorded a $3,500,000 ($2,040,000 after-tax)
restructuring charge to further consolidate its commercial and industrial
lighting operations. The restructuring charge included the costs associated
with exiting the Company's Long Island facility and the discontinuance and
sale of a product line.
NOTE FIVE - INCOME TAXES
The Company accounts for income taxes using the asset and liability method. A
summary of the provision for income taxes follows:
<TABLE>
<CAPTION>
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Currently payable:
Federal $5,138 $3,614 $ 3,545
State 300 850 1,100
Foreign 2,765 1,801 1,220
8,203 6,265 5,865
Deferred:
Federal and state 211 1,366 (2,200)
Foreign (136) 25 350
75 1,391 (1,850)
Total provision for income taxes $8,278 $7,656 $ 4,015
</TABLE>
The components of the deferred tax assets and deferred tax liabilities
follow:
<TABLE>
<CAPTION>
(In thousands) 1995 1994
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 2,045 $ 2,713
Allowance for uncollectible accounts receivable 610 524
Inventory valuation 2,060 1,516
Accrued compensation expenses 2,661 2,798
Organization restructuring 1,803 2,244
Other 313 217
9,492 10,012
Less valuation allowance 2,045 2,713
Net deferred tax assets 7,447 7,299
Deferred tax liabilities:
Depreciation of property, plant and equipment 6,406 6,167
Inventory valuation 1,397 1,394
Pension expense 1,026 938
Other 443 590
Deferred tax liabilities 9,272 9,089
Net deferred tax liability $1,825 $ 1,790
Classification:
Current asset $5,775 $ 5,874
Long-term asset 1,672 1,425
Current liability 1,397 1,405
Long-term liability 7,875 7,684
Net deferred tax liability $1,825 $ 1,790
</TABLE>
Deferred tax assets and liabilities are classified according to the related
asset and liability classification on the consolidated balance sheet.
The realization of deferred tax assets is dependent upon the Company
generating future taxable income when temporary differences become
deductible. Based upon historical and projected levels of taxable income,
management believes it is more likely than not the Company will realize the
benefits of the deductible differences, net of the valuation allowance of
$2,045,000. The valuation allowance is provided for loss carryforwards in
states and foreign jurisdictions, the realization of which is not assured
within the carryforward periods.
The U.S. and foreign components of income before income taxes follow:
<TABLE>
<CAPTION>
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Income before income taxes:
United States $14,973 $13,628 $5,669
Foreign 6,080 4,570 2,151
Income before income taxes $21,053 $18,198 $7,820
</TABLE>
A reconciliation of the normal statutory federal income tax with the
Company's provision for income taxes follows:
<TABLE>
<CAPTION>
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Income taxes computed at U.S.
statutory rates $7,369 $6,369 $2,659
State income taxes, net of
federal tax benefits 195 553 570
Nondeductible amortization of
intangible assets 555 561 538
Effect of increase in (use of)
foreign losses (235) (262) 429
Effect of foreign tax rates 483 343 395
Refunds and overaccruals of prior
years' income taxes - - (532)
Other (89) 92 (44)
Total income taxes $8,278 $7,656 $4,015
</TABLE>
The Company's foreign subsidiaries have accumulated undistributed earnings
($21,500,000) on which U.S. taxes have not been provided. Under current tax
regulations and with the availability of certain tax credits, it is
management's belief that the likelihood of the Company incurring significant
taxes on any distribution of such accumulated earnings is remote. Dividends,
if any, would be paid principally from current earnings.
At December 31, 1995, the Company had foreign net operating loss
carryforwards for income tax purposes of approximately $3,800,000 which
expire $3,600,000 and $200,000 on January 1, 2000 and 2001, respectively.
The Company made federal, state and foreign income tax payments of $7,200,000
in 1995, $7,025,000 in 1994 and $4,655,000 in 1993.
NOTE SIX - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
A summary of long-term debt follows:
<TABLE>
<CAPTION>
(In thousands) 1995 1994
<S> <C> <C>
Domestic:
9.36%, due through 2005 $69,540 $77,270
Other 1,251 860
Foreign (Germany):
7.28% (variable), due through 1996 - 1,420
Other - 143
Total long-term debt, less current portion $70,791 $79,693
</TABLE>
As current interest rates are generally lower than the above rates, the fair
value of the Company's long-term debt at December 31, 1995, is $78,400,000.
Maturities of long-term debt for the next five years are as follows: 1996 -
$9,008,000; 1997 - $8,157,000; 1998 - $7,790,000; 1999 - $7,782,000 and 2000
- $7,785,000.
Certain loan agreements include restrictions on working capital and tangible
net worth and the payment of cash dividends and stock distributions. Under
the most restrictive of these arrangements, retained earnings of $20,000,000
are not restricted at December 31, 1995.
The Company has a $50,000,000 variable rate revolving line of credit expiring
July 12, 1996. In addition, the Company has short-term lines of credit under
which it may borrow up to $19,900,000, expiring on various dates in 1996. The
Company plans to renew these lines annually.
Cash paid for interest was $8,533,000 in 1995, $9,253,000 in 1994 and
$10,185,000 in 1993.
NOTE SEVEN - SHAREHOLDERS' EQUITY
At the April 20, 1995, Annual Meeting, the Company's shareholders approved
the Company's 1995 Incentive Stock Plan. An aggregate of 600,000 shares of
common stock, plus all shares remaining under the Company's 1987 Incentive
Stock Plan, were reserved for issuance under this Plan. Under this Plan,
options may be granted to employees at not less than market value at date of
grant and expire no later than ten years from date of grant.
The Company's 1987 Incentive Stock Plan was terminated, except with respect
to outstanding options which may be granted until 2005.
At the April 21, 1994, Annual Meeting, the Company's shareholders approved
the Non-Employee Director Stock Option Plan. Under this Plan, each continuing
non-employee director in office on the date of each annual meeting is awarded
a stock option for the purchase of 2,000 shares of common stock at not less
than market value at date of grant. This Plan provides for options to be
awarded at each annual meeting beginning in 1994 and continuing through 2004
or until 250,000 options have been granted.
A summary of outstanding stock options for all plans follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Outstanding at beginning of year 558,051 412,801 456,068
Granted at $16.00 to $21.87 per share
in 1995, $13.37 to $14.87 in 1994
and $10.00 to $12.62 in 1993 179,000 205,500 105,000
Cancelled or expired (8,751) (28,167) (110,025)
Exercised at $9.87 to $15.05 per share
in 1995, $9.87 to $10.75 in 1994
and $9.87 to $10.80 in 1993 (44,108) (32,083) (38,242)
Outstanding at end of year 684,192 558,051 412,801
</TABLE>
Options outstanding at December 31, 1995, of which 315,190 options were
exercisable, had option prices ranging from $9.87 to $21.87 (with an average
option price of $15.02) and expire at various dates between December 17, 1997
and December 13, 2005. There are 706,043 shares reserved for future grant, of
which 214,000 shares are reserved for the Non-Employee Director Stock Option
Plan.
On December 23, 1987, the Company's Board of Directors authorized the
repurchase, at management's discretion, of up to 1,000,000 shares of its
common stock in the open market or through privately negotiated transactions.
At December 31, 1995, 377,023 shares had been purchased at a cost of
$5,759,000 (none purchased since 1991).
The Board of Directors of the Company adopted a shareholder rights plan (the
Rights Plan) in 1987 pursuant to which preferred stock purchase rights (the
Rights) were declared and distributed to the holders of the Company's common
stock. On October 18, 1990, the Board of Directors of the Company adopted
certain amendments to the Rights Plan. The Rights Plan, as amended, provides
that the Rights separate from the common stock and become exercisable if a
person or group of persons working together acquires at least 20% of the
common stock (a 20% Acquisition) or announces a tender offer which would
result in ownership by that person or group of at least 20% of the common
stock (a 20% Tender Offer). Upon a 20% Acquisition, the holders of Rights may
purchase the common stock at half-price. If, following the separation of the
Rights from the common stock, the Company is acquired in a merger or sale of
assets, holders of Rights may purchase the acquiring company's stock at
half-price.
Notwithstanding the foregoing discussion, under the Rights Plan, the Board of
Directors has flexibility in certain events. In order to provide maximum
flexibility, the Board of Directors may delay the date upon which the Rights
become exercisable in the event of a 20% Tender Offer. In addition, the Board
of Directors has the option to exchange one share of common stock for each
outstanding Right at any time after a 20% Acquisition but before the acquirer
has purchased 50% of the outstanding common stock. The Rights may also be
redeemed at two cents per Right at any time prior to a 20% Acquisition or a
20% Tender Offer.
In October 1995, the FASB issued Statement No. 123, "Accounting for
Stock-Based Compensation." Statement No. 123 establishes financial accounting
and reporting standards for stock-based employee compensation plans such as
stock purchase plans and stock option plans. Statement No. 123 is effective
for fiscal years beginning after December 15, 1995. In accordance with
Statement No. 123, the Company believes it will elect to remain with the
accounting in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," but will disclose in its consolidated financial
statements the effect that Statement No. 123 would have if it were required
to be adopted.
NOTE EIGHT - RETIREMENT PLANS
The Company has noncontributory defined benefit pension plans principally
covering its hourly union employees. Such plans primarily provide flat
benefits of stated amounts for each year of service. The Company's policy is
to fund pension costs deductible for income tax purposes.
The Company also sponsors defined contribution pension plans covering
substantially all U.S. employees whose compensation is not determined by
collective bargaining. Annual contributions are determined by the Board of
Directors.
A summary of pension expense follows:
<TABLE>
<CAPTION>
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Defined benefit plans:
Service cost-benefits earned
during the period $ 362 $ 503 $ 448
Interest cost on projected
benefit obligation 1,598 1,492 1,518
Actual return on plan assets (4,368) (3) (1,735)
Net amortization and deferral 3,264 (1,394) 114
Net pension cost of defined benefit plans 856 598 345
Defined contribution plans 2,685 2,540 1,214
Multi-employer plans for certain union
employees and other 217 264 450
Total pension expense $ 3,758 $ 3,402 $ 2,009
</TABLE>
The assumptions used in the accounting for the funded status of defined
benefit plans follow:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Weighted average discount rates 7.15% 9.00% 7.50%
Rates of increase in compensation levels 5.00% 5.00% 5.00%
Expected long-term rates of return on assets 9.00% 9.00% 9.00%
</TABLE>
The following table sets forth the funded status and amounts recognized in
the consolidated balance sheets for the Company's defined benefit pension
plans:
<TABLE>
<CAPTION>
1995 1994
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
(In thousands) Benefits Assets Benefits Assets
<S> <C> <C> <C> <C>
Actuarial present value
of benefit obligations:
Vested benefit obligation $5,925 $16,630 $8,674 $ 8,477
Accumulated benefit obligation $6,212 $16,984 $8,968 $ 8,658
Projected benefit obligation $6,212 $16,984 $9,331 $ 8,658
Plan assets at fair value 6,396 15,157 9,376 8,023
Projected benefit obligation less
than (in excess of) plan assets 184 (1,827) 45 (635)
Unrecognized net loss 575 2,718 590 1,045
Unrecognized net obligation,
net of amortization 248 802 647 714
Additional minimum liability - (3,520) - (1,759)
Prepaid pension asset (liability) $1,007 $(1,827) $1,282 $ (635)
</TABLE>
At December 31, 1995, approximately 94% of plan assets are invested in listed
stocks and bonds.
NOTE NINE - OTHER POSTRETIREMENT BENEFIT PLANS
The Company provides postretirement medical and life insurance benefits for
certain retirees and employees, and accrues the cost of such benefits during
the service lives of such employees.
Net periodic postretirement benefit cost includes the following components:
<TABLE>
<CAPTION>
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Service cost $ 42 $ 93 $ 80
Interest cost 439 491 468
Net amortization and deferral 344 294 231
Net periodic postretirement benefit cost $825 $878 $779
</TABLE>
The following table sets forth the status and amounts recognized in the
consolidated balance sheets for the Company's postretirement benefit plans:
<TABLE>
<CAPTION>
(In thousands) 1995 1994
<S> <C> <C>
Retiree participants $ 4,910 $ 4,637
Fully eligible active participants 229 398
Other active participants 794 1,225
Accumulated postretirement benefit obligation 5,933 6,260
Unrecognized prior service cost (40) (42)
Unrecognized net loss (371) (631)
Unrecognized transition obligation (3,931) (4,162)
Accrued postretirement benefit liability $ 1,591 $ 1,425
</TABLE>
For measurement purposes, a 9.0% annual rate of increase in the per capita
cost of future health benefits was assumed for 1996; the rate was assumed to
decrease gradually to 5.5% by the year 2004. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rates by one percentage point
in each year would increase the accumulated postretirement benefit obligation
as of December 31, 1995 by $589,000 and the aggregate of the service and
interest cost components of net periodic postretirement benefit cost for the
year ended December 31, 1995 by $45,000. The weighted average discount rates
used in determining the accumulated postretirement benefit obligation were
7.15% and 9.00% as of December 31, 1995 and 1994, respectively.
NOTE TEN - LEASES, COMMITMENTS AND CONTINGENCIES
Total rental expense amounted to $4,554,000 in 1995, $4,840,000 in 1994 and
$5,321,000 in 1993. Future minimum rentals (on leases in effect at December
31, 1995) for the five years ending December 31, 2000, and in the aggregate
thereafter, are as follows: 1996 - $3,237,000; 1997 - $2,796,000; 1998 -
$2,146,000; 1999 - $1,593,000; 2000 - $1,165,000 and thereafter - $7,146,000.
Capital leases are not significant.
The Company has letters of credit outstanding in the amount of $7,964,000 at
December 31, 1995.
The Company, like other similar manufacturers, is subject to environmental
rules and regulations regarding the use, disposal and cleanup of substances
regulated under environmental protection laws. It is the Company's policy to
comply with these rules and regulations, and the Company believes that its
practices and procedures are designed to meet this compliance. The Company is
involved in remedial efforts at certain of its present and former locations;
and when costs can be reasonably estimated, the Company records appropriate
liabilities for such matters.
In the normal course of business, the Company and its subsidiaries are
parties to legal proceedings. When costs can be reasonably estimated, the
Company records appropriate liabilities for such matters.
NOTE ELEVEN - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
A summary of accrued expenses and other current liabilities follows:
<TABLE>
<CAPTION>
(In thousands) 1995 1994
<S> <C> <C>
Accrued wages, taxes and withholdings $ 9,420 $ 7,757
Accrued insurance 5,338 5,926
Accrued sales expense 4,937 3,786
Income taxes payable 5,126 2,091
Other current liabilities 13,606 14,254
Total accrued expenses and other
current liabilities $38,427 $33,814
</TABLE>
NOTE TWELVE - SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Unaudited quarterly results of operations follow:
<TABLE>
<CAPTION>
(In thousands, except per share data)
Net Income
Net Sales Gross Profit Net Income Per Share
1995 1994 1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1st Qtr. $117,609 $109,391 $ 31,228 $ 29,650 $ 1,588 $ 1,011 $0.16 $0.10
2nd Qtr. 127,367 117,288 36,499 32,815 3,876 5,046(1)(2) 0.38 0.50(1)(2)
3rd Qtr. 128,750 119,035 36,908 33,937 4,702 2,820(2) 0.46 0.28(2)
4th Qtr. 116,847 110,851 33,387 30,825 2,609 1,665(2) 0.25 0.17(2)
$490,573 $456,565 $138,022 $127,227 $12,775 $10,542 $1.25 $1.05
(1) Net income in the second quarter of 1994 included a gain of $3,000,000
($.30 per share) from the sales of the Builders Brass Works and the Portland
Willamette Divisions.
(2) Net income in the second, third and fourth quarters of 1994 included
gains of $440,000 ($.04 per share), $280,000 ($.03 per share) and $472,000
($.05 per share), respectively, from the reduction of LIFO inventory
quantities.
</TABLE>
NOTE THIRTEEN - INDUSTRY SEGMENT INFORMATION
Industry segment information follows:
<TABLE>
<CAPTION>
Compressors &
(In thousands) Lighting Vacuum Pumps Other Corporate Consolidated
<S> <C> <C> <C> <C> <C>
1995
Net sales $332,842 $157,731 $ - $ - $490,573
Operating income 11,425 28,446 - - 39,871
General corporate expenses - - - 10,133 10,133
Identifiable assets 204,707 82,299 - 26,527 313,533
Depreciation and
amortization expense 8,784 5,803 - 216 14,803
Capital expenditures 5,849 6,241 - 198 12,288
1994
Net sales $304,047 $146,323 $ 6,195 $ - $456,565
Operating income (loss) 4,856 29,252 (263) - 33,845
General corporate expenses - - - 10,709 10,709
Identifiable assets 213,904 76,753 - 14,414 305,071
Depreciation and
amortization expense 9,829 5,224 241 230 15,524
Capital expenditures 6,364 9,758 83 96 16,301
1993
Net sales $298,432 $127,896 $23,821 $ - $450,149
Operating income 120 26,183 710 - 27,013
General corporate expenses - - - 9,200 9,200
Identifiable assets 221,343 62,323 14,099 4,995 302,760
Depreciation and
amortization expense 10,955 4,578 725 259 16,517
Capital expenditures 6,966 6,237 579 126 13,908
</TABLE>
Intersegment and interlocation sales are not significant and have been
eliminated from the above tabulation. Operating income by segment is gross
profit less operating expenses (including certain restructuring costs),
excluding interest, general corporate expenses, other income and income
taxes.
Information by geographic area follows:
<TABLE>
<CAPTION>
United
(In thousands) States Canada Europe Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
1995
Net sales to
unaffiliated
customers $403,955 $35,051 $51,567 $ - $490,573
Inter-area sales 10,484 541 6,630 (17,655) -
Total net sales 414,439 35,592 58,197 (17,655) 490,573
Operating income 32,765 729 6,377 - 39,871
Identifiable assets 253,438 26,336 33,759 - 313,533
1994
Net sales to
unaffiliated
customers $381,195 $31,605 $43,765 $ - $456,565
Inter-area sales 9,879 266 5,248 (15,393) -
Total net sales 391,074 31,871 49,013 (15,393) 456,565
Operating income 28,719 412 4,714 - 33,845
Identifiable assets 253,372 22,653 29,046 - 305,071
1993
Net sales to
unaffiliated
customers $379,968 $31,268 $38,913 $ - $450,149
Inter-area sales 5,716 83 4,586 (10,385) -
Total net sales 385,684 31,351 43,499 (10,385) 450,149
Operating income
(loss) 22,716 (60) 4,357 - 27,013
Identifiable assets 250,433 27,113 25,214 - 302,760
</TABLE>
REPORTS OF MANAGEMENT AND INDEPENDENT AUDITORS
RESPONSIBILITY FOR FINANCIAL REPORTING
The Board of Directors and Shareholders
Thomas Industries, Inc.
The financial statements herein have been prepared under management
direction from accounting records which management believes present fairly
the transactions and financial position of the Company. They were developed
in accordance with generally accepted accounting principles appropriate in
the circumstances.
Management has established internal controls systems and procedures,
including an internal audit function, to provide reasonable assurance that
assets are maintained and accounted for in accordance with its authorizations
and that transactions are recorded in a manner to ensure reliable financial
information. The Company has a formally stated and communicated policy
demanding of employees high ethical standards in their conduct of its
business.
The Audit Committee of the Board of Directors is composed of outside
directors who meet regularly with management, internal auditors and
independent auditors to review audit plans and fees, independence of
auditors, internal controls, financial reports and related matters. The
Committee has unrestricted access to the independent and internal auditors
with or without management attendance.
/s/ Timothy C. Brown /s/ Phillip J. Stuecker
Timothy C. Brown Phillip J. Stuecker
Chairman of the Board Vice President of Finance
President Chief Financial Officer
Chief Executive Officer Secretary
Louisville, Kentucky
February 7, 1996
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Thomas Industries
We have audited the accompanying consolidated balance sheets of Thomas
Industries Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1995.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Thomas
Industries Inc. and subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Louisville, Kentucky
February 7, 1996
FIVE YEAR SUMMARY OF OPERATIONS AND STATISTICS
<TABLE>
<CAPTION>
Year ended December 31
(Dollars in thousands,
except per share data) 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Earnings Statistics (A)
Net sales $490,573 $456,565 $450,149 $420,754 $408,365
Cost of products sold 352,551 329,338 326,396 303,428 294,900
Selling, general and
administrative expenses 108,284 104,091 102,440 101,473 96,206
Interest expense 8,242 9,225 10,279 10,428 11,004
Income before income taxes 21,053 18,198 7,820 248 7,248
As a percentage of net sales 4.3% 4.0% 1.7% 0.1% 1.8%
Income taxes 8,278 7,656 4,015 2,280 3,460
Effective tax rate 39.3% 42.1% 51.3% n/a 47.7%
Net income (loss) 12,775 10,542 3,805(B) (2,032)(C) 3,788
Financial Position (A)
Working capital $ 80,837 $ 77,558 $ 78,466 $ 70,448 $ 77,332
Current ratio 2.0 to 1 2.0 to 1 2.1 to 1 2.0 to 1 2.2 to 1
Property, plant and
equipment, net 75,710 75,962 76,587 79,799 84,446
Total assets 313,533 305,071 302,760 294,453 303,032
Return on ending assets 4.1% 3.5% 1.3% (0.7)% 1.3%
Long-term debt, less current
portion 70,791 79,693 87,509 89,900 93,309
Long-term debt to capital 33.1% 37.3% 41.2% 41.0% 40.2%
Shareholders' equity 143,177 133,766 125,049 129,545 138,575
Return on average shareholders'
equity 9.2% 8.1% 3.0% (1.5)% 2.7%
Data Per Common Share
Net income (loss) $1.25 $1.05 $.38 $(.20) $.38
Cash dividends declared .40 .40 .40 .40 .76
Shareholders' equity 14.15 13.27 12.44 12.94 13.84
Price range 24 1/8-13 5/8 16 3/8-12 3/4 14-9 1/8 14 1/8-8 3/8 14 3/4-9 1/4
Closing price 23 1/2 14 3/8 13 1/8 9 1/8 12
Price/earnings ratio 18.8 13.7 34.5 n/a 31.6
Other Data
Cash dividends declared $ 4,036 $ 4,024 $ 4,014 $ 4,004 $ 7,608
Depreciation and amortization 14,803 15,524 16,517 16,339 16,096
Average number of employees 3,100 3,190 3,390 3,480 3,530
Average sales per employee 158.2 143.1 132.8 120.9 115.7
Number of shareholders of record 2,407 2,677 2,903 3,154 3,308
Average shares outstanding 10,232,552 10,060,436 10,035,172 10,010,746 10,010,000
Segment Information (A)
Net sales
Lighting $332,842 $304,047 $298,432 $ 286,417 $282,964
Compressors & Vacuum Pumps 157,731 146,323 127,896 110,022 99,444
Other 6,195 23,821 24,315 25,957
Total net sales $490,573 $456,565 $450,149 $ 420,754 $408,365
Operating income
Lighting $ 11,425 $ 4,856 $ 120(B) $2,659(C) $ 7,910
Compressors & Vacuum Pumps 28,446 29,252 26,183 19,147 16,883
Other (263) 710 412 1,133
Total operating income $ 39,871 $ 33,845 $ 27,013 $ 22,218 $ 25,926
</TABLE>
Note: See accompanying Notes to the Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(A) Divestitures - major divestitures and the effect on net income in the
year of divestiture include Builders Brass Works and Portland Willamette in
1994 for a gain of $3,000,000
(B) Includes after-tax charge of $2,040,000 (pre-tax of $3,500,000)
restructuring costs and credit of $1,148,000 (pre-tax of $1,900,000) for
LIFO accounting change
(C) Includes after-tax charge of $3,986,000 (pre-tax of $3,604,000 allocated
to lighting) restructuring costs
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Place of Percentage of
Name of Company Incorporation Voting Securities
ASF Thomas Limited United Kingdom 100%
ASF Thomas Industries GmbH, Puchheim Germany 100%
ASF Thomas Industries GmbH, Memmingen Germany 100%
ASF Thomas Industries GmbH, Wuppertal Germany 100%
ASF Thomas, Inc. Georgia 100%
Lighting Center Holdings, Inc. Tennessee 100%
Blue Grass Holdings Inc. Nevada 100%
Capri Lighting, Inc. California 100%
Thomas Industries Holdings Inc. Delaware 100%
Gardco Manufacturing, Inc. California 100%
Lumec, Inc. Province of Quebec, 100%
Canada
Pouliot Designs Corporation Minnesota 100%
T.I. Industries Corporation Delaware 100%
TI Pneumotive, Inc. Delaware 100%
Thomas Group U.K., Inc. Delaware 100%
Thomas Imports, Inc. Nevada 100%
Thomas Industries Corp. Province of Ontario, 100%
Canada
Thomas Industries Export, Inc. U.S. Virgin Islands 100%
Tupelo Holdings Inc. Delaware 100%
Thomas Lighting de Mexico, S.A. de C.V. Mexico 100%
NON WHOLLY OWNED SUBSIDIARIES
Place of Percentage of
Name of Company Incorporation Voting Securities
Lumec-Schreder Inc. Province of Quebec, 50%
Canada
Thomas Americas Industria e
Commercio, LTDA Brazil 95%
Yamada Day-Brite, Ltd. Japan 50%
EXHIBIT 23
Consent of Independent Auditors
We consent to incorporation by reference in the Registration Statements (No.
33-16257), (No. 33-51653), (No. 33-54689) and (No. 33-59099) on Form S-8 of
Thomas Industries Inc. of our report dated February 7, 1996, relating to the
consolidated balance sheets of Thomas Industries Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows and related schedules for each of the years
then ended, which report appears in the December 31, 1995, annual report on Form
10-K of Thomas Industries Inc.
/S/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
March 19, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Thomas
Industries' Form 10-K405 and is qualified in its entirety by reference to
such Form 10-K405 filing.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 18,305
<SECURITIES> 0
<RECEIVABLES> 63,989
<ALLOWANCES> 2,014
<INVENTORY> 68,065
<CURRENT-ASSETS> 164,739
<PP&E> 146,903
<DEPRECIATION> 71,193
<TOTAL-ASSETS> 313,533
<CURRENT-LIABILITIES> 83,902
<BONDS> 70,791
11,486
0
<COMMON> 0
<OTHER-SE> 131,691
<TOTAL-LIABILITY-AND-EQUITY> 313,533
<SALES> 490,573
<TOTAL-REVENUES> 490,573
<CGS> 352,551
<TOTAL-COSTS> 352,551
<OTHER-EXPENSES> 108,208
<LOSS-PROVISION> 519
<INTEREST-EXPENSE> 8,242
<INCOME-PRETAX> 21,053
<INCOME-TAX> 8,278
<INCOME-CONTINUING> 12,775
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,775
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.25
</TABLE>
