SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
April 29, 1998
THOMAS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-5426 61-0505332
(Commission File Number) (IRS Employer Identification No.)
4360 Brownsboro Road, Suite 300, Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
502/893-4600
ITEM 5. Other Events.
On April 29, 1998, the registrant issued a press release announcing that
its Board of Directors unanimously approved a definitive agreement whereby
registrant will contribute substantially all of its lighting assets and related
liabilities to a joint venture with The Genlyte Group Incorporated. Additional
details are discussed in the press release filed herewith.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Press release dated April 29, 1998
issued by the registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THOMAS INDUSTRIES INC.
(Registrant)
By: /s/ Phillip J. Stuecker
Phillip J. Stuecker, Vice President of
Finance, Chief Financial Officer, and
Secretary
Dated: April 29, 1998
CONTACTS
INVESTORS:
Phillip Stuecker
Chief Financial Officer,
Secretary & Vice President - Finance
Phone: (502)893-4600
MEDIA:
Laurie Lyons
Vice President - Corporate Communications
Phone: (502)893-4600
GENLYTE GROUP AND THOMAS INDUSTRIES AGREE TO CREATE
POWERFUL NEW JOINT VENTURE
TRANSACTION BRINGS TOGETHER TWO INDUSTRY LEADERS
AND DOZENS OF PREMIER BRANDS
UNION, NJ AND LOUISVILLE, KY, APRIL 29, 1998 The Genlyte Group Incorporated
[NASDAQ: GLYT] and Thomas Industries Inc. [NYSE: TII] today announced that their
boards of directors have unanimously approved a definitive agreement for a
transaction that creates a lighting joint venture between the two companies.
The transaction is expected to be accretive to both companies' earnings in 1999
and beyond. Genlyte and Thomas will continue to exist as separate publicly
traded companies.
The new joint venture will combine the fourth and fifth largest companies in the
North American lighting fixture industry, creating a strong competitor with a
significant domestic market share of 13%. By uniting the highly complementary
product lines and geographical strengths of Genlyte and Thomas, the joint
venture will be better positioned to capitalize on growth opportunities.
- more -
The joint venture will have more than 5,000 employees and had combined lighting
sales in 1997 of more than $860 million. The joint venture will maintain
existing brand identifications for products of each company. Genlyte markets
under the Bronzelite, Crescent, Diamond F, ExceLine, Forecast, Hadco,
Lightolier, Lightolier Controls, Stonco and Wide-Lite brand names in the U.S.,
and the Keene-Widelite, Lightolier, Prodel, Stonco, Uniglo and CFI (Canadian
Fluorescent Industries) brands in Canada. Thomas brands include Day-Brite,
Gardco, Emco, Capri, Omega, McPhilben, Matrix, Electro/Connect, Lumec, Lumec-
Schreder, ZED, Starlight, C&M (Canada) and Thomas.
Under the agreement, Genlyte will contribute substantially all of its assets and
liabilities to the joint venture, which will be in the form of a limited
liability company. Thomas will contribute substantially all of its lighting
assets and related liabilities to the joint venture. Genlyte will own a 68%
interest in the joint venture and Thomas will own a 32% interest.
Larry K. Powers, President and Chief Executive Officer of Genlyte, said, "The
combined companies will have the critical mass, purchasing power and
manufacturing efficiencies to compete with other leaders in the industry. The
joint venture will have broad North American manufacturing and distribution
capabilities, a strengthened management team and will be poised to make future
strategic acquisitions. In addition, the venture will possess a number of the
leading brand names in the industry. We expect this transaction to give us the
financial strength and flexibility to continue to grow, to provide new
opportunities for employees, to better serve customers and to create value for
shareholders."
Timothy C. Brown, President, Chairman and Chief Executive Officer of Thomas,
said, "I am very excited about entering into this joint venture with Genlyte.
As stated in the past, Thomas Industries will continue to focus on its two core
businesses Lighting, through the new joint venture, and Compressors/ Vacuum
Pumps, where we are the global leader in OEM applications. There is a strong
cultural fit between Genlyte and Thomas, and I believe that this joint venture
will provide significant benefits for employees, customers and shareholders."
- more -
The new joint venture, which is yet unnamed, will be headquartered in
Louisville, Kentucky. Mr. Brown will be named Chairman of the Management Board
and Mr. Powers will be named President and Chief Executive Officer. Richard J.
Crossland, currently Corporate Vice President of Thomas, will be named Executive
Vice President and Chief Operating Officer. The Management Board will consist
of two current Thomas directors and four current Genlyte directors, including
Mr. Brown and Mr. Powers.
The transaction is expected to create annual synergies in excess of $30 million,
which will be fully realized by the year 2000 as a result of cost savings,
economies of scale and revenue enhancement opportunities. Mr. Powers and Mr.
Crossland emphasized that the synergies created from this partnership will be
defined over the next several months. Immediate benefits will include cost
reductions from the combined purchasing power of the two companies. As the new
joint venture structure is formed, the combined capabilities and overall
manufacturing capacity on both sides will be evaluated, and operating
consolidations may be identified. Other cost efficiencies will be realized in
freight and warehousing, product and plant rationalizations and overall
manufacturing synergies.
Both Genlyte and Thomas brands will continue to be sold through their current
separate and distinct sales organizations.
During the last four years, both Genlyte and Thomas have made significant
improvements in their operating results, and they have continued those
improvements in the first quarter of 1998. Genlyte's and Thomas' experienced
management teams have proven track records of growing sales and profitability.
The transaction is conditioned upon the approvals of shareholders of each
company and other customary closing conditions. The companies anticipate that
the transaction can be completed in the third quarter of 1998.
- more -
Donaldson, Lufkin & Jenrette Securities Corporation acted as financial advisor
to Genlyte. Salomon Smith Barney acted as financial advisor to Thomas.
Thomas Industries, headquartered in Louisville, Kentucky, is a recognized leader
in the design and manufacture of commercial, industrial and consumer lighting
products as well as compressor and vacuum pumps primarily for global OEM
applications. The company has operations in the United States, Canada, Mexico,
South America, Europe and Asia.
Genlyte Group is a leading manufacturer of lighting fixtures and controls for
the commercial, industrial and residential markets. Its products are sold under
the brand names of Bronzelite, Crescent, Diamond F, Exceline, Forecast, Hadco,
Homelyter, Lightolier, Lightolier Controls, Stonco, and Wide-Lite in the U.S.
and CFI, Keene-Widelite, Lightolier, Lightolier Controls, Prodel, Stonco, and
Uniglo in Canada.
# # #
Note to Editors: Today's news release, along with other news about Genlyte Group
and Thomas Industries, is available on the Internet at http://www.genlyte.com
and http://www.thomasind.com.
The statements in this press release with respect to future results, future
expectations and plans for future activities and synergies may be regarded as
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and actual results may differ materially from
those currently expected. They are subject to various risks, such as the
ability of the companies to meet new business sales goals, fluctuations in
commodity prices, slowing of the overall economy, increased interest costs
arising from a change in the companies' leverage or change in rates, failure of
the companies' plans to produce anticipated cost savings, and the timing and
magnitude of capital expenditures, as well as other risks discussed in both
companies' filings with the Securities and Exchange Commission, including Annual
Reports and 10-Ks for the year ended December 31, 1997. The companies make no
commitment to disclose any revisions to forward-looking statements, or any
facts, events or circumstances after the date hereof that may bear upon forward-
looking statements.
