As filed with the Securities and Exchange Commission on June 10, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
Thomas Industries Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 61-0505332
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
4360 BROWNSBORO ROAD
LOUISVILLE, KENTUCKY 40207
(502) 893-4600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
TIMOTHY C. BROWN
CHAIRMAN OF THE BOARD AND PRESIDENT
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
LOUISVILLE, KENTUCKY 40207
(502) 893-4600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________________
COPY TO:
SCOTT N. GIERKE
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
___________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
__________________________
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
offering maximum
Title of each class of Amount price aggregate Amount of
securities to be to be per offering registration
registered registered unit(1) price fee
Common Stock, $1.00 343,049 $20.375 $6,989,624 $2,411
par value (2) . . . .
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of
1933, based on the average of the high and low sales price of a
share of Common Stock of the Registrant on the New York Stock
Exchange as reported in the consolidated reporting system on June 3,
1996.
(2) There are also registered hereunder 343,049 Preferred Stock Purchase
Rights. Each share of Common Stock also represents one Preferred
Stock Purchase Right, which is currently attached to and
transferable only with the shares of Common Stock registered hereby.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
SUBJECT TO COMPLETION, DATED JUNE 10, 1996
PROSPECTUS
THOMAS INDUSTRIES INC.
343,049 Shares of Common Stock
($1.00 par value)
This Prospectus covers the sale from time to time of up to 343,049 issued
and outstanding shares (the "Shares") of Common Stock, par value $1.00 per
share, of Thomas Industries Inc., a Delaware corporation (the "Company"), by
certain shareholders of the Company (the "Selling Shareholders"). The Selling
Shareholders may from time to time sell the Shares directly or through one or
more broker-dealers, in one or more transactions on the New York Stock Exchange,
in negotiated transactions or otherwise, at prices related to the prevailing
market prices or at negotiated prices. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed with the Selling Shareholders to register the
Shares offered hereby and to pay the expenses incident to the registration and
offering of the Shares, except that the Selling Shareholders will pay any
applicable underwriting commissions and expenses, brokerage fees and transfer
taxes, as well as the fees and disbursements of counsel to and experts for the
Selling Shareholders.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol TII. On June 7, 1996 the last reported sales price of the Common
Stock on the New York Stock Exchange was $20.625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus is to be used solely in connection with sales of the
Shares from time to time by the Selling Shareholders.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
The date of this Prospectus is _______________, 1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
AVAILABLE INFORMATION
Thomas Industries Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements, the registration statement related to this
offering and other information filed by the Company may be inspected and copied
at the public reference facilities of the Commission located at 450 Fifth Street
N.W., Washington D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549. In
addition, reports, proxy statements and other information filed by the Company
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, upon which the Common Stock of the Company is traded.
The Company has filed with the Commission, a Registration Statement on
Form S-3 (together with all amendments, schedules and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering the sale of the Shares by the Selling Shareholders
from time to time. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement. Statements made in the Prospectus as to the
contents of any contract, agreement or other document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement for a more complete
description. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-5426) pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996.
3. The Company's Current Report on Form 8-K dated
February 7, 1996 as amended by Form 8-K/A-1 dated February 7, 1996.
4. The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Exchange Act.
5. The description of the Company's Preferred Stock
Purchase Rights contained in the Company's Registration Statement on
Form 8-A, as amended by Form 8 filed with the Commission pursuant to
Section 12 of the Exchange Act.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date such documents were filed. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Requests for such copies should be directed to Phillip J. Stuecker, Secretary,
Vice President of Finance and Chief Financial Officer, Thomas Industries Inc.,
4360 Brownsboro Road, Louisville, Kentucky 40207, telephone number (502) 893-
4600.
THE COMPANY
Thomas Industries, Inc., (the "Company") is engaged in the design and
manufacture of commercial, industrial and consumer lighting products as well as
compressors and vacuum pumps for global applications. The Company maintains
corporate offices in Louisville, Kentucky. The Company was incorporated in
Delaware in 1928. Its principal executive offices are located at 4360
Brownsboro Road, Louisville, Kentucky 40207 and its telephone number is (502)
893-4600.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholders.
THE SELLING SHAREHOLDERS
The following table sets forth certain information regarding the Selling
Shareholders, including (i) the name of each Selling Shareholder, (ii) the
number of Shares beneficially owned by each Selling Shareholder as of May 1,
1996, and (iii) the maximum number of Shares which may be offered hereby. The
information presented is based on data furnished to the Company by the Selling
Shareholders. Percentage ownership is based upon 10,474,491 shares of Common
Stock outstanding on May 1, 1996.
<TABLE>
<CAPTION>
Shares
Beneficially Shared
Owned Prior Being
to Offering Offered
Name Number Percent
<S> <C> <C> <C>
James S. Anderson 151,939 1.5% 151,939
Corinne M. Anderson, as trustee 60,532 * 60,532
for the 1995
James S. Anderson Family Trust
John Balamuta 7,525 * 7,525
Gerald Cuzelis 6,197 * 6,197
Richard Fuksa 5,311 * 5,311
Robert Henry 8,852 * 8,852
James B. Katch 36,297 * 36,297
Marshall Miller 3,541 * 3,541
William Monahan 36,297 * 36,297
William Patterson 3,541 * 3,541
Joseph Saxe 22,132 * 22,132
Karl Dienst 885 * 885
______________________________
* Less than 1%.
Each of the Selling Shareholders received their Shares pursuant to an Agreement
and Plan of Merger dated March 7, 1996 between Welch Vacuum Technology, Inc.
("Welch") and Thomasub Inc., a wholly-owned subsidiary of the Company, pursuant
to which the Company acquired all of the issued and outstanding shares of stock
of Welch. Messrs. Anderson, Balamuta, Cuzelis, Fuksa, Henry, Katch, Monahan,
Patterson, Saxe and Dienst have been and remain employees of Welch. Mr.
Anderson is the President and General Manager of Welch.
</TABLE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares
offered hereby. The Selling Shareholders have advised the Company that the
Shares may be sold by the Selling Shareholders in one or more transactions
(which may involve one or more block transactions) on the New York Stock
Exchange, in sales occurring in the public market of such Exchange, in
separately negotiated transactions, or in a combination of such transactions;
that each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices; that some or all of the Shares may be sold
through brokers acting on behalf of the Selling Shareholders or to dealers for
resale by such dealers; and that in connection with such sales such brokers and
dealers may receive compensation in the form of discounts and commissions from
the Selling Shareholders and may receive commissions from the purchasers of
Shares for whom they act as broker or agent (which discounts and commissions are
not anticipated to exceed those customary in the types of transactions
involved). Any broker or dealer participating in any such sale may be deemed to
be an "underwriter" within the meaning of the Securities Act and will be
required to deliver a copy of this Prospectus to any person who purchases any of
the Shares from or through such broker or dealer. The Company has been advised
that, as of the date hereof, none of the Selling Shareholders have made any
arrangements with any broker for the sale of their Shares.
In offering the Shares covered hereby, the Selling Shareholders and any
broker-dealers and any other participating broker-dealers who execute sales for
the Selling Shareholders may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with such sales, and any profits realized by
the Selling Shareholders and the compensation of such broker-dealer may be
deemed to be underwriting discounts and commissions. In addition, any Shares
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
The Company will bear all expenses of the offering of the Shares, except
that the Selling Shareholders will pay any applicable underwriting commissions
and expenses, brokerage fees and transfer taxes, as well as the fees and
disbursements of counsel to and experts for the Selling Stockholders.
Pursuant to the terms of a registration rights agreement with the Selling
Shareholders, the Company has agreed to indemnify and hold harmless each Selling
Shareholder for certain liabilities under the Securities Act.
EXPERTS
The consolidated financial statements of Thomas Industries Inc. and
subsidiaries as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995 have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the expenses (estimated except for the SEC registration
fee) for the issuance and distribution of the securities being registered, all
of which will be paid by the Registrant.
SEC registration fee . . . . . . . . . $ 2,411
Fees and expenses of counsel . . . . . 15,000
Fees and expenses of accountants . . . 12,000
Miscellaneous . . . . . . . . . . . . . 589
Total . . . . . . . . . . . . . . $30,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and the By-laws of the
Registrant provide for indemnification of directors and officers for expenses
(including reasonable amounts paid in settlement) incurred in defending actions
brought against them.
The Registrant's Restated Certificate of Incorporation contains a provision
that eliminates, to the fullest extent permitted by Delaware law, the personal
liability of each director of the Registrant to the Registrant and its
shareholders for monetary damages for certain breaches of fiduciary duty. This
provision does not affect the director's liability for monetary damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing
violation of law or intentional misconduct, willful or negligent conduct in
approving an unlawful dividend, stock repurchase or redemption or obtaining
improper personal benefits, nor does this provision eliminate the ability to
bring suit to rescind a transaction or to enjoin a proposed transaction from
occurring. In addition, this provision applies only to claims against a
director arising out of his role as a director and not, if he is also an
officer, his role as an officer or in any other capacity, nor to his
responsibilities under any other law, such as the federal securities laws.
The By-laws of the Registrant provide that directors and officers shall be
indemnified and held harmless by the Registrant to the fullest extent permitted
by the laws of Delaware as the same now or hereafter exist.
The Registrant maintains directors and officers liability insurance
covering all directors and officers of the Registrant against claims arising out
of the performance of their duties.
ITEM 16. EXHIBITS.
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation, as amended, (incorporated
herein by reference to Exhibit 3(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1988).
4.2 By-Laws, as amended (incorporated herein by reference to Exhibit 3(b)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996).
4.3 Rights Agreement dated as of December 24, 1987 between the Company and
the Rights Agent (incorporated herein by reference to Exhibit 1 to the
Company's Form 8-A dated December 23, 1987).
4.4 Amendment dated as of October 18, 1990 to Rights Agreement
(incorporated herein by reference to Exhibit 1 to the Company's Form
8-K dated October 23, 1990).
5 Opinion of McDermott, Will & Emery.
23(a) Consent of McDermott, Will & Emery (included as part of Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on signature page of the Registration
Statement).
ITEM 17. UNDERTAKINGS.
1. (a) The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in any information in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(b) The undersigned Registrant hereby undertakes that, for determining any
liability under the Securities Act, each post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to file a post-effective
amendment to remove from registration any of the securities that remain unsold
at the termination of the offering.
(d) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
2. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
undersigned Registrant pursuant to the foregoing provisions, or otherwise, the
undersigned Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the undersigned Registrant of expenses incurred or paid by a
director, officer or controlling person of the undersigned Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the undersigned Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Louisville, Kentucky on June 10, 1996.
THOMAS INDUSTRIES INC.
By: /s/ Timothy C. Brown
Timothy C. Brown
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Timothy C. Brown and Phillip J. Stuecker and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Thomas Industries Inc.) to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 10, 1996.
Signature Title
Chairman of the Board;
/s/ Timothy C. Brown President; Chief
Timothy C. Brown Executive Officer
(Principal Executive
Officer)
/s/ Phillip J. Stuecker Vice President of
Phillip J. Stuecker Finance; Chief
Financial Officer;
Secretary
(Principal Financial
Officer)
/s/ Ronald D. Wiseman Controller; Assistant
Ronald D. Wiseman Secretary
(Principal Accounting
Officer)
/s/ Wallace H. Dunbar Director
Wallace H. Dunbar
/s/ Roger P. Eklund Director
Roger P. Eklund
/s/ H. Joseph Ferguson Director
H. Joseph Ferguson
/s/ Gene P. Gardner Director
Gene P. Gardner
/s/ Lawrence E. Gloyd Director
Lawrence E. Gloyd
Signature Title
/s/ William M. Jordan Director
William M. Jordan
/s/ Ralph D. Ketchum Director
Ralph D. Ketchum
/s/ Franklin J. Lunding, Jr. Director
Franklin J. Lunding, Jr.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation, as amended, (incorporated
herein by reference to Exhibit 3(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1988).
4.2 By-Laws, as amended (incorporated herein by reference to Exhibit 3(b)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996).
4.3 Rights Agreement dated as of December 24, 1987 between the Company and
the Rights Agent (incorporated herein by reference to Exhibit 1 to the
Company's Form 8-A dated December 23, 1987).
4.4 Amendment dated as of October 18, 1990 to Rights Agreement
(incorporated herein by reference to Exhibit 1 to the Company's Form
8-K dated October 23, 1990).
5 Opinion of McDermott, Will & Emery
23(a) Consent of McDermott, Will & Emery (included as part of Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
24 Powers of Attorney (included on signature page of the Registration
Statement)
Exhibit 5
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
June 10, 1996
Thomas Industries Inc.
4360 Brownsboro Road
Louisville, Kentucky 40207
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement"), under which a stockholder
of Thomas Industries Inc. (the "Company") intends to sell up to 343,049 shares
of Common Stock, par value $1.00 per share, of the Company (the "Shares").
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents as we have deemed necessary to
enable us to express the opinion hereinafter set forth. In addition, we have
examined and relied, to the extent we deem proper, on certificates of officers
of the Company as to factual matters, and on the originals or copies certified
or otherwise identified to our satisfaction, of all such corporate records of
the Company and such other instruments and certificates of public officials and
other persons as we have deemed appropriate. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
the genuineness of all signatures on documents reviewed by us and the legal
capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
Exhibit 23.b
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Thomas Industries Inc.
We consent to the incorporation by reference of our report dated February 10,
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 for each of the years
in the three-year period ended December 31, 1995, and the related schedule,
which report appears in the December 31, 1995 annual report on Form 10-K of
Thomas Industries Inc. and to the reference to our Firm under the heading
"Experts" in the prospectus.
KPMG Peat Marwick LLP
Louisville, Kentucky
June 7, 1996
