<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THOMAS INDUSTRIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207
(502) 893-4600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Thomas Industries Inc., a Delaware
corporation, will be held at the Seelbach Hotel, 500 Fourth Street,
Louisville, Kentucky on Thursday, April 18, 1996 at 10:00 A.M. Eastern
Daylight Time for the following purposes:
1. To elect three Class I directors.
2. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 1, 1996 as
the record date for determining the shareholders entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors
Phillip J. Stuecker
Vice President of Finance,
Chief Financial Officer and
Secretary
March 12, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND MAIL
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE FOR
MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS HELPFUL, AND YOUR
COOPERATION WILL BE APPRECIATED.
<PAGE>
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 18, 1996
----------------
To the Shareholders of
THOMAS INDUSTRIES INC.:
This Proxy Statement is being mailed to shareholders on or about March 12,
1996 and is furnished in connection with the solicitation by the Board of
Directors of Thomas Industries Inc., a Delaware corporation (the
"Corporation"), of proxies for the Annual Meeting of Shareholders to be held
on April 18, 1996 for the purpose of considering and acting upon the matters
specified in the Notice of Annual Meeting of Shareholders accompanying this
Proxy Statement. If the form of Proxy which accompanies this Proxy Statement
is executed and returned, it will be voted. A Proxy may be revoked at any time
prior to the voting thereof by written notice to the Secretary of the
Corporation.
A majority of the outstanding shares entitled to vote at this meeting and
represented in person or by proxy will constitute a quorum. With regard to the
election of directors and any other proposal submitted to a vote, approval
requires the affirmative vote of a majority of the shares entitled to vote and
represented in person or by proxy at this meeting. Shares represented by
proxies which are marked "abstain" or to deny discretionary authority on any
matter will be treated as shares present and entitled to vote, which will have
the same effect as a vote against any such matters. Broker "non-votes" will be
treated as not represented at the meeting as to matters for which a non-vote
is indicated on the broker's proxy. Broker "non-votes" and the shares as to
which shareholders abstain are included for purposes of determining whether a
quorum of shares is present at a meeting. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received instructions from the beneficial
owner. Broker "non-votes" will not affect the determination of the outcome of
the vote on any proposal to be decided at the meeting.
Expenses incurred in the solicitation of proxies will be borne by the
Corporation. Officers of the Corporation may make additional solicitations in
person or by telephone. In addition, the Corporation has retained McCormick &
Pryor Ltd. to assist in the solicitation of proxies for a fee of $4,000, plus
reimbursement of reasonable out-of-pocket expenses incurred in connection with
the solicitation.
The Annual Report to Shareholders for fiscal year 1995 accompanies this
Proxy Statement. If you did not receive a copy of the report, you may obtain
one by writing to the Secretary of the Corporation.
As of March 1, 1996, the Corporation had outstanding 10,130,143 shares of
Common Stock and such shares are the only shares entitled to vote at the
Annual Meeting. Each share is entitled to one vote on each matter to be voted
upon at the Annual Meeting.
<PAGE>
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Set forth in the following table are the beneficial holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as
of March 1, 1996, except as otherwise noted, of (i) each person (including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act")) known by the Corporation to own beneficially more than
5% of its outstanding Common Stock, (ii) directors and nominees, (iii) the
executive officers named in the Summary Compensation Table who are not
directors, and (iv) all executive officers, directors and nominees as a group.
Under Rule 13d-3 of the Exchange Act, persons who have the power to vote or
dispose of Common Stock of the Corporation, either alone or jointly with
others, are deemed to be beneficial owners of such Common Stock. Because the
voting or dispositive power of certain stock listed in the following table is
shared, the same securities in such cases are listed opposite more than one
name in the table. The total number of shares of Common Stock of the
Corporation listed in the table, after elimination of such duplication, is
3,279,262 (31.7% of the outstanding Common Stock).
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF PERCENT
BENEFICIAL OF
NAME OWNERSHIP CLASS
---- ---------------- -------
<S> <C> <C>
(i)Gabelli Group........................... 1,801,012(1) 17.78%
One Corporate Center
Rye, NY 10580
(ii)Fisher Investments, Inc.
Kenneth L. Fisher........................ 515,300(2) 5.09
13100 Skyline Blvd.
Woodside, CA 95062
(ii)Timothy C. Brown....................... 74,702(3)(5) *
Peter P. Donis........................... 7,102(4) *
Wallace H. Dunbar........................ 495,987(4)(6)(8) 4.89
Roger P. Eklund.......................... 168,262(4)(7) 1.66
H. Joseph Ferguson....................... 350,200(4)(8) 3.46
Gene P. Gardner.......................... 19,624(4) *
Lawrence E. Gloyd........................ 6,140(4) *
William M. Jordan........................ 1,000 *
Ralph D. Ketchum......................... 7,400(4) *
Franklin J. Lunding, Jr.................. 349,556(4)(8) 3.45
(iii)Richard J. Crossland.................. 3,333(5) *
Phillip J. Stuecker...................... 44,035(5) *
Clifford C. Moulton...................... 17,000(5) *
Ronald D. Schneider...................... 11,203(5) *
(iv)All Executive Officers, Directors and
Nominees as a Group (16 persons)...... 962,950(5)(9) 9.31
</TABLE>
- --------
*Less than 1.0%
2
<PAGE>
(1) Based upon an amendment to Schedule 13D filed by certain reporting persons
(the "Gabelli Group") with the Securities and Exchange Commission on
December 28, 1995. One of the members of the Gabelli Group, GAMCO
Investors, Inc., beneficially owns 1,550,012 shares, representing 15.30%
of the outstanding Common Stock. GAMCO Investors, Inc. has sole voting
power with respect to 1,335,512 of such shares. The other reporting
persons included in this group are Gabelli Funds, Inc., Gabelli
International Limited and Mario J. Gabelli.
(2) Based upon a Schedule 13G filed by Fisher Investments, Inc. and Kenneth L.
Fisher with the Securities and Exchange Commission on February 12, 1996.
Fisher Investments, Inc. and Mr. Fisher each have sole voting and
dispositive power with respect to the 515,300 shares of Common Stock.
(3) Excludes shares owned separately by spouses or children in the households
of the following: Mr. Brown--217 shares; and all executive officers and
directors as a group--217 shares. Mr. Brown disclaims that he is the
beneficial owner of any shares of which except for Rule 13d-3 he would not
be deemed the beneficial owner.
(4) Includes 4,000 shares which may be acquired pursuant to options
exercisable within sixty days under the Thomas Industries Inc. Nonemployee
Director Stock Option Plan.
(5) Includes shares which may be acquired pursuant to stock options
exercisable within sixty days as follows: Mr. Brown--62,537 shares; Mr.
Crossland--3,333 shares; Mr. Stuecker--35,262 shares; Mr. Moulton--10,000
shares; Mr. Schneider--11,000 shares; and all executive officers as a
group--179,514 shares.
(6) Includes 2,032 shares owned by the Dunbar Foundation, for which Mr. Dunbar
serves as President. Mr. Dunbar disclaims beneficial ownership of such
shares.
(7) Includes 37,753 shares held in two trusts of which Mr. Eklund is a co-
trustee, 41,390 shares held by two charitable foundations of which Mr.
Eklund is a director and officer, and 5,628 shares held by a pension trust
over which Mr. Eklund shares voting control. Mr. Eklund disclaims
beneficial ownership of such shares.
(8) Includes 342,700 shares held by the Thomas Industries Master Trust, as
amended, of which Mr. Ferguson, Mr. Lunding and Mr. Dunbar comprise the
Investment Committee. The Investment Committee has the power to vote and
direct disposition of such shares, except for certain restrictions placed
upon the Investment Committee by the Trustee in the event of a tender
offer for the shares of the Corporation. Messrs. Ferguson, Lunding and
Dunbar disclaim beneficial ownership of such shares.
(9) The total number of shares of Common Stock of the Corporation reported for
executive officers, directors and nominees as a group is shown after
eliminating duplication within the table.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Corporation provides that
the Board of Directors of the Corporation shall be divided into three classes,
as nearly equal in number as possible, with one class being elected each year
for a three-year term. On December 14, 1995, the Board of Directors amended
the Corporation's Bylaws to increase the number of directors from nine to ten
and to increase the number of members of Class I from three to four. William
M. Jordan was elected by the Board of Directors as a Class I director to fill
the newly created vacancy. Peter P. Donis, a member of the Audit and
Compensation Committees, has advised the Corporation that he is retiring as a
director effective as of April 18, 1996. The Board of Directors wishes to
thank him for his service to the Corporation over the years. As a result of
his retirement, the Board of Directors amended the Corporation's Bylaws,
effective as of April 18, 1996, by reducing the number of directors from ten
to nine and reducing the number of members of Class I from four to three. At
the Annual Meeting of Shareholders, three Class I directors are to be elected
to serve until 1999 and six directors will continue to serve in accordance
with their prior election or appointment.
3
<PAGE>
It is intended that the proxies (except proxies marked to the contrary) will
be voted for the nominees listed below, all of whom are members of the present
Board of Directors. It is expected that the nominees will serve, but if any
nominee declines or is unable to serve for any unforeseen cause, the proxies
will be voted to fill any vacancy so arising in accordance with the
discretionary authority of the persons named in the proxies.
The Board of Directors recommends a vote FOR each of the Class I nominees.
NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to the
nominees and the continuing directors:
<TABLE>
<CAPTION>
NAME, AGE AND YEAR
FIRST ELECTED DIRECTOR PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---------------------- ------------------------------------------
CLASS I NOMINEES FOR ELECTION WITH TERMS EXPIRING IN 1999
<S> <C>
Gene P. Gardner....................... Chairman of the Board of Beaver Dam Coal Company
Age 66 1986 (coal properties) since 1983. Director of LG&E
Energy Corp., Louisville Gas & Electric Company,
Commonwealth Financial Corporation and
Commonwealth Bank and Trust Company.
Lawrence E. Gloyd..................... Chairman of the Board and Chief Executive Officer
Age 63 1987 of CLARCOR Inc. (manufacturer of filtration and
packaging products) since 1990. President and
Chief Executive Officer of CLARCOR Inc. (March
1988 to 1995). Director of AMCORE Financial, Inc.,
G.U.D. Holdings Ltd. and Woodward Governor Co.
William M. Jordan..................... President and Chief Executive Officer of The
Age 52 1995 Duriron Company, Inc. (manufacturer of pumps and
related products) since 1993. Prior to 1993, held
various positions with The Duriron Company
including President and Chief Operating Officer
(1991-1993), Executive Vice President and Chief
Operating Officer (1990-1991), and has been a
director since 1991. Director of NIBCO.
CLASS II DIRECTORS WITH TERMS EXPIRING IN 1997
Timothy C. Brown...................... President and Chief Executive Officer of the
Age 45 1989 Corporation since February 1992, and Chairman of
the Board since April 1995. Prior to February
1992, held various positions with the Corporation
including Executive Vice President, Chief
Operating Officer (February 1991 to February
1992), Executive Vice President, Operations (1990
to February 1991). Director of National City Bank,
Kentucky.
Wallace H. Dunbar..................... Chairman of the Board of Americo Group (vinyl and
Age 64 1991 fabric lamination) for more than five years.
Director of Banc One Kentucky Corporation. Mr.
Dunbar previously served as a director of the
Corporation from 1968 to 1979.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND YEAR
FIRST ELECTED DIRECTOR PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---------------------- ------------------------------------------
<S> <C>
Franklin J. Lunding, Jr............... Attorney in private practice for more than five
Age 57 1972 years. Chairman of the Board, President and Chief
Executive Officer of BioCatalyst Resources, Inc.
(publisher of Advances in Nutrition(TM), and other
nutrition related publications for veterinarians
and organizer of seminars covering nutritional
subjects), and its wholly owned subsidiary, The
Prozyme Co., Inc. (manufacturer and distributor of
enzyme-based food supplements) since June 1988.
CLASS III DIRECTORS WITH TERMS EXPIRING IN 1998
Roger P. Eklund....................... Partner of Eklund and Eklund (attorneys) for more
Age 64 1974 than five years. Chairman of the Board of
Upbancorp, Inc. (bank holding company) since 1983.
H. Joseph Ferguson.................... Director and founder of Ferguson, Wellman, Rudd,
Age 62 1989 Purdy & Van Winkle Inc. (investments) for more
than five years. President of such entity until
1993.
Ralph D. Ketchum...................... President of RDK Capital, Inc., the general
Age 69 1989 partner of RDK Capital Limited Partnership
(investments) for more than five years. Also
serves as Chief Executive Officer and Chairman of
the Board of Heintz Corporation, a majority owned
subsidiary of RDK Capital Limited Partnership.
Heintz Corporation commenced a voluntary case
under Chapter 11 of the federal Bankruptcy Code in
August 1993. Formerly, Senior Vice President and
Group Executive of the Lighting Group, General
Electric Company (1980 to 1987). Director of
Metropolitan Savings Bank, Olgebay-Norton
Corporation, Pacific Scientific Corporation and
Lithium Technology Corporation.
</TABLE>
5
<PAGE>
EXECUTIVE COMPENSATION
The following table presents summary information concerning compensation
awarded or paid to, or earned by, the Chief Executive Officer and each of the
other four most highly compensated executive officers at December 31, 1995
during each of the last three fiscal years for services rendered to the
Corporation and its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ ---------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
POSITION YEAR ($) ($)(1) ($)(2) ($)(3) (#)(4) ($)(5)
------------------ ---- -------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy C. Brown........ 1995 $325,000 $193,252 -- 30,000 $53,274
President, Chief 1994 275,000 69,809 -- -- 30,000 31,660
Executive Officer and 1993 250,000 -- $ 1,481 -- 15,000 8,805
Chairman of the Board
Richard J. Crossland(6). 1995 $208,333 $159,826 -- 10,000 $26,259
Vice President, 1994 68,974 30,000 $39,734 20,000 --
Lighting Group Manager 1993 -- -- -- -- --
Phillip J. Stuecker..... 1995 $174,000 $103,464 -- 10,000 $24,636
Vice President of 1994 162,000 47,255 -- -- 10,000 16,763
Finance, Chief 1993 150,000 -- -- -- 6,000 4,841
Financial Officer and
Secretary
Clifford C. Moulton(7).. 1995 $190,000 $ 66,206 -- 10,000 $30,295
Group Vice President, 1994 180,000 86,426 $56,659 -- 10,000 24,870
Compressor and Vacuum 1993 137,500 88,000 58,941 -- 12,000 --
Pumps
Ronald D. Schneider 1995 $130,000 $ 86,572 -- 5,000 $15,794
Vice President, 1994 111,000 25,535 -- 5,000 10,346
Lighting Operations 1993 103,000 -- -- 3,000 3,324
</TABLE>
- --------
(1) Represents bonuses paid under the Key Employee Bonus Plan described in the
Compensation Committee Report on Executive Compensation.
(2) The named executive officers received certain perquisites in 1993, 1994
and 1995, the amount of which did not exceed the lesser of $50,000 or 10%
of any such officer's salary and bonus, except with respect to Mr.
Crossland whose "Other Annual Compensation" included an allowance and
expense reimbursement related to moving of $38,814 in 1994 and Mr. Moulton
whose "Other Annual Compensation" included an allowance and expense
reimbursement related to moving of $52,441 in 1993 and $51,784 in 1994.
Mr. Brown received a tax-offset bonus upon exercise of stock options in
1993.
(3) No restricted stock was granted to any of the named executive officers in
1993, 1994 or 1995 and no shares of restricted stock were held by any of
the named executive officers as of the end of 1995.
(4) Represents stock options awarded under the Corporation's incentive stock
plans.
(5) All Other Compensation represents amounts contributed or accrued for the
named individuals under the Corporation's Profit Sharing Plan and
Supplemental Profit Sharing Plan.
6
<PAGE>
(6) Richard J. Crossland was elected Vice President, Lighting Group Manager
effective August 18, 1994. Prior to that time, Mr. Crossland was not an
officer or employee of the Corporation. Mr. Crossland's base salary and
bonus potential were established pursuant to an employment agreement
entered into in August 1994 between the Corporation and Mr. Crossland. The
employment agreement expires August 29, 1996.
(7) Clifford C. Moulton was elected Group Vice President, Compressors and
Vacuum Pumps effective March 1, 1993. Prior to that time, Mr. Moulton was
not an officer or employee of the Corporation. In connection with
recruiting Mr. Moulton, the Corporation agreed to calculate Mr. Moulton's
bonus payment on the basis he was a full-time employee of the Corporation
as of January 1, 1993. Mr. Moulton's base salary and bonus potential were
established pursuant to an employment arrangement entered into in March
1993 between the Corporation and Mr. Moulton. The employment arrangement
expired March 1, 1995. Pursuant to a Pension Floor Plan under which no
additional benefits will accrue subsequent to June 1995, Mr. Moulton will
be entitled to receive a straight life annuity in the amount of $103 per
month commencing at age 65 and upon retirement.
The following tables present certain additional information concerning stock
options granted to, and exercised by, the named executive officers during 1995
and the value of options held by such officers at fiscal year-end.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE 5% 10%
---- ------------- ------------ ----------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Timothy C. Brown........ 30,000 18.4% $21.875 12/13/05 $ 413,438 $ 1,043,438
Richard J. Crossland.... 10,000 6.1 21.875 12/13/05 137,813 347,813
Phillip J. Stuecker..... 10,000 6.1 21.875 12/13/05 137,813 347,813
Clifford C. Moulton..... 10,000 6.1 21.875 12/13/05 137,813 347,813
Ronald D. Schneider..... 5,000 3.1 21.875 12/13/05 68,906 173,906
</TABLE>
- --------
(1) All options were granted December 13, 1995, one-fourth of each option
becoming exercisable each year beginning December 13, 1997. All options
permit the optionee to pay for exercise with Common Stock owned for at
least six months. Each year the Compensation Committee determines whether
tax-offset bonuses will be available to holders of non-qualified stock
options upon exercise and whether the holders will be able to pay
withholding tax with shares acquired on exercise. The Compensation
Committee has determined that tax-offset bonuses will be available and
that withholding tax may be paid with shares acquired on exercise, during
1996, provided that such determination is subject to change at any time
during the year.
(2) The exercise price for all options granted is equal to the closing market
price of the Corporation's Common Stock on December 13, 1995.
(3) The amounts shown under these columns are the result of calculations at 5%
and 10% annual rates over the ten-year term of the options as required by
the Securities and Exchange Commission and are not intended to forecast
future appreciation of the stock price of the Corporation's Common Stock.
The actual value, if any, an executive officer may realize will depend on
the excess of the stock price over the exercise price on the date the
option is exercised.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT FY-END (#) AT FY-END ($)(2)
ON EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Timothy C. Brown........ 8,489 $55,828 62,537 65,000 $640,846 $406,875
Richard J. Crossland.... -- -- 3,333 26,667 28,747 175,003
Phillip J. Stuecker..... 4,851 34,935 35,262 22,000 346,071 139,250
Clifford C. Moulton..... -- -- 8,000 24,000 97,500 166,250
Ronald D. Schneider..... -- -- 11,000 11,000 141,375 69,535
</TABLE>
- --------
(1) Represents the difference between the closing price of the Corporation's
Common Stock on the date of exercise and the exercise price of the option.
(2) Based on the market value of the Corporation's Common Stock on December 29,
1995.
OTHER COMPENSATION ARRANGEMENTS
The Corporation entered into agreements ("Employment Agreements") with
Messrs. Brown and Stuecker effective October 1, 1988, and with Mr. Moulton
effective March 1, 1993 and with Mr. Crossland effective August 29, 1994. The
Employment Agreements provide for continued employment of the respective
officer by the Corporation for a period of two years following a "change of
control" (as defined) on an equivalent basis to employment immediately before
the change of control. If the employee is terminated other than for "cause" (as
defined) or if the employee terminates his employment for "good reason" (as
defined) after a change of control of the Corporation, each agreement provides
for (a) payment of the employee's "highest base salary" (as defined) and
prorated annual bonus through the date of termination, (b) payment of the
present value of the employee's highest base salary (plus an annual bonus) for
a period of three years, (c) payment of any compensation previously deferred,
(d) payment of the present value of three annual payments, each equal to the
average annual contribution by the Corporation for the benefit of the employee
to all the Corporation's retirement plans, and (e) the continuation of benefits
to the employee and/or the employee's family provided in connection with the
Corporation's medical and life insurance policies for a period of three years.
If it is determined that any payment made pursuant to these agreements would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code"), the respective employee would be entitled to
receive additional payments so that the employee would be in the same after-tax
position as if no excise tax were imposed. The Employment Agreements also
provide that an employee will be reimbursed for any legal expenses incurred in
litigating his rights under the agreement. Subject to earlier termination as a
result of death, disability, retirement, or termination of employment
(unrelated to a change of control), these agreements have three-year terms,
automatically extending for an additional one-year term from October 1 of each
year unless the Corporation terminates the extension upon sixty days' prior
notice.
In conjunction with the Employment Agreements, the Corporation entered into
an agreement with National City Trust Company establishing a trust to provide
in whole, or in part, for the payment of the benefits payable under the
Employment Agreements. The Corporation, at the direction of the Board of
Directors, may contribute to the trust such sums of money or other property as
it from time to time deems appropriate to meet its obligations under the
Employment Agreements.
In addition, options for a total of 209,002 shares of Common Stock granted
under the Corporation's incentive stock plans and presently outstanding (but
not currently exercisable) will become immediately exercisable in the event of
a change of control of the Corporation. Options for an additional 158,000
shares of Common Stock granted on December 13, 1995 (but not currently
exercisable) also will become immediately exercisable in the event of a change
of control of the Corporation at any time after May 13, 1996.
8
<PAGE>
The Board of Directors adopted a Severance Pay Policy, effective October 1,
1988, for all full-time officers of the Corporation. If an officer is
involuntarily terminated by the Corporation (other than for misconduct), upon
the execution by such officer of a waiver and release of all claims against
the Corporation, he or she will receive severance pay equal to one-half
month's compensation (at the pay rate in effect at the date of the
termination) for each year of continuous full-time employment with the
Corporation. Severance pay under the Policy is subject to a minimum payment
equal to four weeks' compensation and a maximum payment equal to fifty-two
weeks' compensation and will be payable in installments. Any installments
outstanding at the time the subject individual begins new employment or self-
employment will be waived automatically under the terms of the Policy. In
addition, an officer shall be entitled to a "non-compete lump sum" equal to
the severance pay described above if the terminated officer executes a one-
year Non-Compete Agreement. This non-compete lump sum is payable one year
after the date of involuntary termination provided the terminated officer
remains in compliance with the Non-Compete Agreement. An officer who, within
the scope of this Severance Pay Policy, voluntarily terminates employment with
the Corporation shall be entitled to a maximum of one month's severance pay.
If the Corporation, a division or subsidiary of the Corporation is sold by the
Corporation, no officer shall be deemed terminated because of such sale, and
there shall be no entitlement to severance pay pursuant to this Severance Pay
Policy.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for 1995:
EXECUTIVE OFFICER COMPENSATION POLICIES AND 1995 RESULTS
The Compensation Committee of the Board of Directors administers the
Corporation's executive officer compensation program, consisting of base
salary, annual bonus opportunities and stock option grants. Base salary levels
reflect individual officer responsibilities and performance over time;
adjustments to base salary reflect both individual performance and the
Compensation Committee's judgment of Corporation and business unit financial
performance. The Corporation's Key Employee Bonus Plan directly links
potential annual incentive payments to the accomplishment of predetermined
financial and functional goals. A portion of each executive officer's
potential bonus is tied to the Corporation's overall financial performance.
Awards under the Corporation's 1995 Incentive Stock Option Plan directly link
potential participant rewards to increases in shareholder value. As a result
of the Corporation's practice in implementing these plans, more than 40% of
senior executive officers' potential compensation is directly related to
financial performance and increases in shareholder value.
With respect to 1995, the Committee approved executive officer salaries,
based on individual performance and the results of an executive compensation
survey conducted on behalf of the Committee by an independent executive
compensation consulting firm (the "Survey"). Based upon the Survey, the
Committee believes executive officer base salaries for 1995 are at or below
median competitive base salary levels of manufacturing companies of comparable
capitalization.
For the 1995 Key Employee Bonus Plan, the Committee approved goals based on
corporate pre-tax earnings, business unit operating income, return on assets
and individual participant performance. As a result of the achievement of such
goals in 1995, bonuses were awarded to executive officers. See the Summary
Compensation Table on page 6.
Federal tax law establishes certain requirements in order for compensation
exceeding $1 million earned by certain executives to be deductible. Because
the total compensation for executive officers is significantly below the $1
million threshold, the Compensation Committee has not had to address the
issues relative thereto.
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CHIEF EXECUTIVE OFFICER COMPENSATION
For 1995, Mr. Brown's potential bonus award was based on the Corporation
meeting certain financial objectives, including targets related to company-
wide earnings and return on assets as well as operating income and return on
assets of the Lighting Group and Compressor & Vacuum Pump Group and certain
functional objectives, including the further consolidation of functions in the
Lighting Group. Since such goals were achieved, a bonus was paid for 1995
performance under the bonus program established by the Committee in February
1995. See the Summary Compensation Table on page 6.
In 1995, the Committee granted Mr. Brown stock options as part of his
overall compensation. The Committee believes that Mr. Brown's stock option
grant helps to align his compensation directly with shareholder value. The
potential value of this grant is based solely on increases in the fair market
value of the Corporation's stock during the term of the option.
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COMPENSATION COMMITTEE
Peter P. Donis
Wallace H. Dunbar
Lawrence E. Gloyd
Ralph D. Ketchum
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 1995, no executive officer of the Corporation served on the board of
directors or compensation committee of any other corporation, with respect to
which any member of the Compensation Committee was engaged as an executive
officer. No member of the Compensation Committee was an officer or employee of
the Corporation during 1995 and no member of the Compensation Committee was
formerly an officer of the Corporation other than Mr. Dunbar who served as an
officer of the Corporation prior to 1980.
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PERFORMANCE GRAPH
The following graph sets forth a comparison of the Corporation's cumulative
total shareholder return, assuming reinvestment of dividends, for the last
five years with the cumulative total return for the same period measured by
the Standard & Poor's 500 Index and the Value Line Building Materials Index.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Thomas Industries Inc............. $100 $127.77 $101.01 $150.20 $169.00 $282.65
Standard & Poor's 500 Index....... 100 130.55 140.72 154.91 157.39 216.42
Value Line Building Materials
Index............................ 100 122.33 162.50 208.89 174.30 235.46
</TABLE>
Based on $100 invested on December 31, 1990 in the Corporation's Common Stock,
the Standard & Poor's 500 Stock Index and the Value Line Building Materials
Index.
BOARD OF DIRECTORS
The Board of Directors held five meetings during 1995. All directors
attended at least 75 percent of the aggregate number of such meetings and of
meetings of Board committees on which they served in 1995.
The Board of Directors has an Audit Committee which met three times during
1995. The Audit Committee is composed of Peter P. Donis, Gene P. Gardner,
Franklin J. Lunding, Jr. and Ralph D. Ketchum. The functions of the Audit
Committee consist of reviewing with the independent accountants the plan and
results of the auditing engagement, reviewing the scope and results of the
Corporation's procedures for internal auditing, reviewing the professional
services provided by the independent accountants and the fees charged
therefor, selecting the Corporation's independent accountants for each year
and reviewing the adequacy of the Corporation's system of internal accounting
controls.
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The Board of Directors has a Compensation Committee which met four times
during 1995. The Compensation Committee is composed of Peter P. Donis, Wallace
H. Dunbar, Lawrence E. Gloyd and Ralph D. Ketchum. The functions of the
Compensation Committee consist of establishing the remuneration for the Chief
Executive Officer, consulting with the Chief Executive Officer with respect to
the compensation of other executives of the Corporation, and administering and
determining awards under the Corporation's stock incentive plans and certain
other employee benefit plans.
The Nominating and Search Committee met three times during 1995. The
Nominating and Search Committee is composed of Timothy C. Brown, Roger P.
Eklund, H. Joseph Ferguson, Gene P. Gardner and Lawrence E. Gloyd. The
functions of the Nominating and Search Committee consist of reviewing the
recruitment of senior management, monitoring senior management, director
succession plans and reviewing new director nominees. The Nominating and
Search Committee will consider director nominees recommended by shareholders,
if such recommendations are submitted in writing to the Committee.
Directors who are committee chairmen (except for directors who are employees
of the Corporation) receive a fee of $18,500 per year, and all other directors
(except for directors who are employees of the Corporation) receive a fee of
$16,200 per year. In addition, all directors (except for directors who are
employees of the Corporation and the Chairman of the Board) receive $850 for
attendance at each Board of Directors meeting, committee meeting, special
management meeting, if any, and annual meeting of shareholders, plus expenses
for attendance. In addition, pursuant to the Corporation's Nonemployee
Director Stock Option Plan each nonemployee director receives on the date of
each annual meeting a non-qualified stock option to purchase 2,000 shares of
Common Stock.
Mr. Eklund is a partner in the law firm of Eklund and Eklund which provided
certain legal services to the Corporation in 1995.
COMPLIANCE WITH SECTION 16(A)
Section 16(a) of the Exchange Act requires that certain of the Corporation's
officers and directors, and persons who own more than ten percent of the
Corporation's outstanding stock, file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. During 1995, to the knowledge of the Corporation, all Section 16(a)
filing requirements applicable to its officers, directors, and greater than
ten percent beneficial owners were complied with.
ACCOUNTANTS
On February 7, 1996, on the recommendation of the Audit Committee, the Board
of Directors appointed Ernst & Young LLP as the Corporation's independent
accountants for the 1996 fiscal year, replacing KPMG Peat Marwick LLP ("KPMG")
which was dismissed from that role.
Representatives of KPMG will be present at the Annual Meeting with the
opportunity to respond to appropriate questions and to make a statement if
they desire to do so.
KPMG's reports on the financial statements for the last two fiscal years
contained no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. During
the two fiscal years and interim period preceding the dismissal, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
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PROPOSALS OF SECURITY HOLDERS
A shareholder proposal to be presented at the 1997 Annual Meeting must be
received at the Corporation's executive offices, 4360 Brownsboro Road, Suite
300, Louisville, Kentucky 40207 by no later than November 12, 1996 for
evaluation as to inclusion in the Proxy Statement in connection with such
Meeting.
In order for a shareholder to nominate a candidate for director, under the
Corporation's Bylaws timely notice of the nomination must be given in writing
to the Secretary of the Corporation. To be timely, such notice must be
received at the principal executive offices of the Corporation not less than
sixty days prior to the meeting of shareholders. Such notice must describe
various matters regarding the nominee and the shareholder giving the notice,
including such information as name, address, occupation and shares held.
In order for a shareholder to bring other business before a shareholders
meeting, timely notice must be given to the Secretary of the Corporation
within the time limits described above. Such notice must include various
matters regarding the shareholder giving the notice and a description of the
proposed business. These requirements are separate from the requirements a
shareholder must meet to have a proposal included in the Corporation's proxy
statement.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Corporation knows of no other business which
may come before the Annual Meeting. However, if any other matters are properly
presented to the Meeting, the persons named in the proxies will vote upon them
in accordance with their best judgment.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY AND
RETURN IT IN THE ENCLOSED STAMPED ENVELOPE.
By Order of the Board of Directors
Phillip J. Stuecker
Vice President of Finance,
Chief Financial Officer and
Secretary
Date: March 12, 1996
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PROXY
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY 40207
Solicited on behalf of the Board of Directors
Annual Meeting of Shareholders
April 18, 1996
The undersigned hereby appoints Timothy C. Brown and Phillip J. Stuecker, or
either of them, with full power of substitution, to represent and to vote the
stock of the undersigned at the Annual Meeting of Shareholders of Thomas
Industries Inc., to be held at the Seelbach Hotel, 500 Fourth Street,
Louisville, Kentucky, on Thursday, April 18, 1996 at 10 A.M., Eastern Daylight
Time, or at any adjournment thereof as follows:
1. Election of Directors
[_] FOR all the nominees listed below [_]
(except as marked to the contrary below).
[_] WITHHOLD AUTHORITY to vote for all
the nominees listed below
Gene P. Gardner Lawrence E. Gloyd William M. Jordan
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below.
- --------------------------------------------------------------------------------
2. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
Please mark, sign on the reverse side, date and return in the enclosed envelope.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder(s). If no direction is made, the proxy will be voted FOR
proposal 1.
Date _____________________________, 1996
NUMBER OF SHARES
_________________________________________
Signature(s)
_________________________________________
Signature(s)
When signing as attorney, administrator,
personal representative, executor,
custodian, trustee, guardian or corporate
official, please give your full title as
such. When stock is held in the name of
more than one person, each such person
should sign the proxy.
