-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUMc5qTdmalmcNRB5X1az9ZIzmw4iYM5ePDmKG/0kXQT3FqU2B0gzTKAJfAw6cv3 SJ/ElZquRVd2tItiaVmQ7g== 0000909518-98-000706.txt : 19981118 0000909518-98-000706.hdr.sgml : 19981118 ACCESSION NUMBER: 0000909518-98-000706 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981117 GROUP MEMBERS: JOHN B. GOODRICH GROUP MEMBERS: LENS INVESTMENT MANAGEMENT LLC /ADV GROUP MEMBERS: RAM TRUST SERVICES, INC. GROUP MEMBERS: ROBERT B. HOLMES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JUNO LIGHTING INC CENTRAL INDEX KEY: 0000723888 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 362852993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35144 FILM NUMBER: 98753853 BUSINESS ADDRESS: STREET 1: 2001 S MT PROSPECT ROAD STREET 2: PO BOX 5065 CITY: DES PLAINES STATE: IL ZIP: 60017-5065 BUSINESS PHONE: 7088279880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LENS INVESTMENT MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0001023807 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 010497749 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 EXCHANGE ST STREET 2: STE 400 CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 2077754296 FORMER COMPANY: FORMER CONFORMED NAME: FOCUS INVESTMENT MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19970220 FORMER COMPANY: FORMER CONFORMED NAME: FOCUS INVESTMENT MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19970215 SC 13D/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) JUNO LIGHTING, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value 482047107 $0.01 par share - -------------------------------------------------------------------------------- (Title of class of securities) (CUSIP number) Nell Minow Lens Investment Management LLC 1200 G Street, N.W., Suite 800 Washington, D.C. 30005 (202) 434-8723 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 9, 1998 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following page(s)) (Page 1 of 16 Pages) ================================================================================ NYFS04...:\31\58531\0006\2225\SCHN128U.06C
- -------------------------------------------------------- -------------------------------------- CUSIP No. 482047107 13D Page 2 of 16 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Lens Investment Management LLC S.S. OR I.R.S. IDENTIFICATION NO. 01-0497749 OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: OO - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF Maine ORGANIZATION: - --------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER: 830,799 as of the date NUMBER OF hereof (See Items 5(a) and SHARES (b).) ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 830,799 as of the date EACH hereof (See Items 5(a) and REPORTING (b).) ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: None - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date REPORTING PERSON: hereof (See Items 5(a) and (b).) - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: OO, IA - --------------------------------------------------------------------------------------------------------- - -------------------------------------------------------- -------------------------------------- CUSIP No. 482047107 13D Page 3 of 16 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Ram Trust Services, Inc. S.S. OR I.R.S. IDENTIFICATION NO. 01-0363642 OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: OO - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF Maine ORGANIZATION: - --------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER: 359,356 as of the date NUMBER OF hereof (See Items 5(a) and SHARES (b).) ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 359,356 as of the date EACH hereof (See Items 5(a) and REPORTING (b).) ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: None - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date REPORTING PERSON: hereof (See Items 5(a) and (b).) - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO, IA - --------------------------------------------------------------------------------------------------------- - -------------------------------------------------------- -------------------------------------- CUSIP No. 482047107 13D Page 4 of 16 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Robert B. Holmes S.S. OR I.R.S. IDENTIFICATION NO. ###-##-#### OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States of America ORGANIZATION: - --------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER: 2,800 as of the date NUMBER OF hereof (See Items 5(a) and SHARES (b).) ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 2,800 as of the date EACH hereof (See Items 5(a) and REPORTING (b).) ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: None - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date REPORTING PERSON: hereof (See Items 5(a) and (b).) - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- - -------------------------------------------------------- -------------------------------------- CUSIP No. 482047107 13D Page 5 of 16 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: John B. Goodrich S.S. OR I.R.S. IDENTIFICATION NO. ###-##-#### OF ABOVE PERSON: - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States of America ORGANIZATION: - --------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER: 1,725 as of the date NUMBER OF hereof (See Items 5(a) and SHARES (b).) ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY ---------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER: 1,725 as of the date EACH hereof (See Items 5(a) and REPORTING (b).) ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: None - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,194,680 as of the date REPORTING PERSON: hereof (See Items 5(a) and (b).) - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.43% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ---------------------------------------------------------------------------------------------------------
INTRODUCTORY NOTE This Amendment No. 1 is being filed by the Reporting Persons (as defined below) to amend the statement on Schedule 13D of the Reporting Persons, dated September 18, 1998, to reflect an increase in the number of shares of Common Stock (as defined below) held by certain of the Reporting Persons since the date of the statement and to report a change in the purpose for which the Reporting Persons hold shares of Common Stock. ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to shares of common stock, par value $0.01 per share (the "Common Stock"), of Juno Lighting, Inc., a Delaware corporation (the "Issuer" also sometimes referred to herein as the "Company"). This Amendment No. 1 amends the statement on Schedule 13D of the Reporting Persons dated September 18, 1998 by supplementing it as stated below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them such statement. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is amended by adding the following sentence at the end of the first paragraph thereof: "As of November 16, 1998, Lens and Ram, collectively have caused their Clients to expend an additional $1,342,538 of the Clients' investment funds to purchase a total of 65,997 additional shares of Common Stock." Item 3 is amended by adding the following sentence at the end of the third paragraph thereof: "As of November 16, 1998, Goodrich used his personal funds to purchase 200 additional shares of Common Stock, which shares of Common Stock were not purchased at the direction of the Lens Group." ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended by adding the following paragraphs as of the date hereof: "As a result of the Lens Group's discussions with management and directors of the Company regarding the Lens Group's concerns, the Company invited representatives of the Lens Group to attend the Page 6 of 16 January 19, 1999 meeting of its board of directors and speak to the directors regarding such concerns. The Lens Group sent a letter to the Company on November 9, 1998 to accept the Company's invitation, and in such letter the Lens Group suggested that the Company invite other shareholders' representatives to attend the board meeting as well. The Lens Group also simultaneously advised the Company that it intends to submit a proposal for action by the Company's shareholders at the upcoming Annual Meeting of Shareholders to amend the Company's bylaws to limit the number of insider directors on the board of directors of the Company, effective in the year 2000. The Lens Group's November 9, 1998 letter to the Company and attached shareholder resolution are attached hereto as Exhibit 2. The proposal for action by the Company's shareholders that the Lens Group intends to submit at the upcoming Annual Meeting of Shareholders described above, if implemented, would result in a change in the present board of directors of the Issuer and a change in the Issuer's bylaws. Depending on its assessment of the Company's progress on the matters discussed above and the Company's responsiveness to shareholder concerns following the January 19, 1999 meeting of the board of directors of the Company, the Lens Group may submit one or more other proposals for action by the Company's shareholders at the upcoming Annual Meeting of Shareholders and/or may propose one or more candidates for election as a director at such Annual Meeting and solicit proxies in support of such proposal and/or the election of such candidate or candidates. In such event, the Lens Group, through such proposal or candidate or candidates, may support changes in the Company's bylaws and/or a material change in the Company's present capitalization or dividend policy, including share repurchases, or an extraordinary corporate transaction such as a merger or business combination. In addition, the Lens Group may promote or encourage such a business combination between the Company and another participant in the industry or a company engaged in acquiring businesses with underutilized assets and providing them with new leadership. Any such business combination might involve a tender offer for shares of Common Stock or a merger or like transaction. The Lens Group has and intends to discuss these possibilities with interested Page 7 of 16 shareholders and other parties. Alternatively, if the Lens Group is satisfied with the Company's progress and responsiveness to shareholders, it may withdraw its shareholder proposal. At this point, the Lens Group has not yet decided whether to support any additional changes of such nature in the Company or to participate alone or with other parties in any such transaction involving the Company. Each of Holmes and Goodrich is supportive of the activities and purposes respecting the Company of the Lens Group identified herein. Except as described above, the Lens Group has no other plans or proposals which relate to, or would result in, any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the 1934 Act." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Section (a)(i) of Item 5 is amended by adding the following at the end thereof: "Subsequent to the date of this Statement and prior to November 16, 1998, additional purchases of Common Stock were made for client accounts at the direction of Lens and Ram, and by virtue of their management of Client accounts, on November 16, 1998, Lens and Ram were the beneficial owners of 830,799 and 359,356 shares of Common Stock, respectively (together, approximately 6.43% of the outstanding Common Stock), for purposes of Section 13(d) of the 1934 Act and, by virtue of their joint management, each may also have been the beneficial owner of the shares owned by the other." Section (a)(iii) of Item 5 is amended by adding the following at the end thereof: "Subsequent to the date of this Statement and prior to November 16, 1998, Goodrich made additional purchases of Common Stock, and on November 16, 1998, Goodrich was the owner of 1,725 shares of Common Stock." Section (b) of Item 5 is amended by adding the following new paragraph between the first and last paragraphs thereof: "As a result of Lens' purchase of additional shares of Common Stock subsequent to the date of this Statement and prior to November 16, 1998, Lens has the sole power to direct the vote and the disposition of 830,700 shares of Page 8 of 16 Common Stock (approximately 4.47% of the outstanding Common Stock) owned by its Clients in such accounts on November 16, 1998. As a result of Ram's purchase of additional shares of Common Stock subsequent to the date of this Statement and prior to November 16, 1998, Ram has the sole power to direct the vote and the disposition of the 359,356 shares of Common Stock (approximately 1.93% of the outstanding Common Stock) owned by its Clients in such accounts on November 16, 1998. As a result of Goodrich's purchase of additional shares of Common Stock subsequent to the date of this Statement and prior to November 16, 1998, Goodrich had the sole power to direct the vote and disposition of 1,725 shares of Common Stock on November 16, 1998." Schedule III of the Statement, referred to in Section (c) of Item 5, is amended by adding the new transactions set forth in Schedule III hereto, which sets forth the open market transactions by the Lens Group, Holmes or Goodrich during the period from the date of the Statement to the date of this Amendment No. 1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended by adding the following Exhibit to such item: 2. Letter dated November 9, 1998 from Nell Minow of the Lens Group to Julius Lewis, Corporate Secretary of the Issuer, and attached proposed shareholder resolution. Page 9 of 16 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. November 16, 1998 LENS INVESTMENT MANAGEMENT LLC By: /s/ John P.M. Higgins ---------------------------------------- Name: John P.M. Higgins Title: Member RAM TRUST SERVICES, INC. /s/ John P.M. Higgins ---------------------------------------- Name: John P.M. Higgins Title: President /s/ Robert B. Holmes ---------------------------------------- Robert B. Holmes By: /s/ John B. Goodrich ---------------------------------------- John B. Goodrich Page 10 of 16 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2. Letter dated November 9, 1998 from Nell Minow of the Lens Group to Julius Lewis, Corporate Secretary of the Issuer, and attached proposed shareholder resolution. Page 11 of 16 EX-2 2 EXHIBIT 2 LENS Investment Management LLC - -------------------------------------------------------------------------------- Suite 800 1200 G Street, NW Washington, DC 20005 Telephone 202.434.8723 Facsimile 202.783.3316 E-Mail: info@lens-inc.com Web Site: http://www.lens-inc.com November 9, 1998 Mr. Julius Lewis Corporate Secretary Juno Lighting, Inc. 1300 South Wolf Road P.O. Box 5065 Des Plaines, IL 60017-5065 Dear Mr. Lewis, I am pleased to accept your invitation to speak to the board at its meeting on January 19, 1999, and hope that the long-promised new outside directors will be present at that meeting as well. Approximately two weeks before the meeting, we will send you an outline of the issues we plan to cover. Would this be the best meeting to include some of the other major shareholders, or should that be at a separate meeting? At a minimum, I would want to include representatives from the State of Wisconsin Investment Board, Royce, National Rural Electric, and Harris. LENS has not made any effort to form a group and has no wish or ability to speak on behalf of other shareholders. Therefore, they must be included to hear for themselves what you and we have to say. Mindful of the deadline this month, I am enclosing a shareholder resolution to be included on this year's proxy. It is my hope and expectation that we will have seen enough progress and commitment to be able to withdraw the proposal before the annual meeting. If, however, the board wishes to discuss the resolution or negotiate changes in the language of the proposal or the supporting statement, we would be happy to consider your comments. Page 12 of 16 NYFS04...:\31\58531\0006\2225\SCHN128U.06C Page 2 I appreciate the board's invitation. I look forward to our meeting, and to staying in close touch until then. Sincerely, /s/ Nell Minow Nell Minow Enc. Cc: George Ball Robert Fremont Allan Coleman Thomas W. Tomsovic Page 13 of 16 JUNO LIGHTING, INC. Shareholder Resolution ---------------------- WHEREAS, many of the directors of Juno Lighting, Inc. (the "Company") are officers of the Company or receive income from the Company other than for their service as directors; WHEREAS, the Company's shareholders believe that the lack of independent directors has resulted, and will continue to result, in corporate decision-making that is not in the best interests of the Company's shareholders; and WHEREAS, the Company's shareholders seek to protect their investments by ensuring that the Company is governed primarily by independent outside directors; NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 109 of the Delaware General Corporation Law, the Company's shareholders hereby amend Article III of the Company's Bylaws to add the following Section 4, such amendment to become effective one year following approval by holders of a majority of the outstanding shares of stock present, in person or by proxy, at the shareholders meeting at which such resolution is proposed: Section 4. The board of directors of the corporation shall at no time contain more than one (1) inside director. For purposes of this Section 4, "inside director" means a director who is an officer or employee of the corporation, or who otherwise derives income from the corporation, either directly or indirectly, other than compensation for his/her services as a director. Notwithstanding any other provision of these bylaws, this Section 4 may not be altered, amended or repealed, except by the holders of a majority of the outstanding shares of the Company's stock. Supporting Statement -------------------- While the Company's products are good and its operations efficient, the total return received by its shareholders over the last five years, measured by increased share price plus dividends, has averaged barely 25% of the total return on the Standard & Poors 500 stock index. We believe the root of the problem is a lack of focus on shareholder value by the Company's Page 14 of 16 directors, a majority of whom are officers of the Company or otherwise derive substantial income from the Company. We believe that independent outside directors, who receive no compensation from a corporation other than for their service as directors, are better able to promote shareholder value, because they do not have personal or professional ties to the Company that may cloud their judgment or prevent them from acting in the stockholders' best interests. At the 1998 annual stockholders meeting, the Board promised to appoint new independent directors before July 1998. That promise was not kept. To ensure that the Company's stockholders receive independent, objective, and vigilant oversight of management by the board, we request your support for the above resolution, which amends the Company's bylaws to prohibit more than one inside director from serving on the board at a time. Page 15 of 16 SCHEDULE III RECENT TRANSACTIONS IN THE COMMON STOCK
Date of Nature of Number Total Cost Price Transaction Transaction of Shares (Proceeds) Per Share - ----------- ----------- --------- ---------- --------- 9/18/98 Purchase Ram Trust Services, Inc. 2,657 53,804.25 20.250 9/22/98 Purchase Ram Trust Services, Inc. 3,900 78,975.00 20.250 9/22/98 Purchase Ram Trust Services, Inc. 100 2,025.00 20.250 9/23/98 Purchase Ram Trust Services, Inc. 2,000 40,750.00 20.375 9/29/98 Purchase Ram Trust Services, Inc. 2,500 51,562.50 20.625 10/6/98 Purchase Ram Trust Services, Inc. 1,000 22,125.00 22.125 10/30/98 Purchase Ram Trust Services, Inc. 10 232.50 23.250 11/5/98 Purchase Ram Trust Services, Inc. 50 1,243.75 24.875 11/6/98 Purchase Ram Trust Services, Inc. 19 465.50 24.500 9/18/98 Purchase Lens Investment Management 33,230 672,907.50 20.250 9/23/98 Purchase Lens Investment Management 20,500 417,687.50 20.375 11/6/98 Purchase Lens Investment Management 31 759.50 24.500 11/13/98 Purchase John B. Goodrich 200 4,262.50 21.3125
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