-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GiZcgKs43K/wwZ06WUs1UMX0nGE5N2In8mm6vpwlo31RFAF1FJ1aa29+zAZVhzMd 2/wV2GEUejF/Iimtq75T8w== 0000097886-94-000009.txt : 19940725 0000097886-94-000009.hdr.sgml : 19940725 ACCESSION NUMBER: 0000097886-94-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940722 EFFECTIVENESS DATE: 19940810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097886 STANDARD INDUSTRIAL CLASSIFICATION: 3640 IRS NUMBER: 610505332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54689 FILM NUMBER: 94539740 BUSINESS ADDRESS: STREET 1: P O BOX 35120 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5028934600 MAIL ADDRESS: STREET 1: P O BOX 35120 CITY: LOUISVILLE STATE: KY ZIP: 40232 S-8 1 THOMAS INDUSTRIES S8 7/94 1 As filed with the Securities and Exchange Commission on July 22, 1994. Registration No. ___________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 50549 FORM S-8 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 of (I.R.S. Employer Incorporation or Organization) Identification No.) 4360 Brownsboro Road, Suite 300 Louisville, Kentucky 40207 (Address of Principal Executive Offices) THOMAS INDUSTRIES INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full Title of the Plan) Phillip J. Stuecker Secretary, Vice President of Finance, and Chief Financial Officer Thomas Industries Inc. 502/893-4600 4360 Brownsboro Road, Suite 300 Louisville, Kentucky 40207 (Telephone Number, Including Area (Name and Address of Agent for Service) Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered (1) Share (2) Price (2) Fee Common Stock, par value 250,000 Shares $14.44 $3,610,000 $1,245 $1.00 including Preferred Stock Purchase Rights (3) (1) An undetermined number of additional shares may be issued if the anti- dilution provisions of the plan become operative. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on July 20, 1994. (3) Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this registration statement: 1. The Annual Report of Thomas Industries Inc. (the "Company") on Form 10-K for the year ended December 31, 1993, which has heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). 2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1994, filed by the Company with the Commission pursuant to the 1934 Act. 3. 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 1934 Act. 4. The description of the Company's Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A, as amended, filed with the Commission pursuant to Section 12 of the 1934 Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"), provided, however, that the documents enumerated above or subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 in each year during which the offering made by this registration statement is in effect prior to the filing with the Commission of the registrant's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this registration statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document 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 registration statement. 3 Item 4. Description of Securities. The securities to be offered are registered under Section 12(b) of the 1934 Act. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation law and the Bylaws and Restated Certificate of Incorporation of the Company provide as follows: INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law and the Bylaws of the Company provide for indemnification of directors and officers for expenses (including reasonable amounts paid in settlement) incurred in defending actions brought against them. The Company'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 Company to the Company 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 Bylaws of the Company provide that directors and officers shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of Delaware as the same now or hereafter exist. The Company maintains directors and officers liability insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index. 4 Item 9. Undertakings. The registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made a post-effective amendment to this registration statement 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. 2. That, for the purpose of determining any liability under the Securities Act of 1933 (the "Act"), each such 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. 3. That, for the purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement 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. 4. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 5. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 6 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the 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 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 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky, on the 22nd day of July, 1994. THOMAS INDUSTRIES INC. /S/ Phillip J. Stuecker Vice President of Finance, Chief Financial Officer, and Secretary POWER OF ATTORNEY We, the undersigned officers and directors of Thomas Industries Inc., hereby severally constitute Timothy C. Brown and Phillip J. Stuecker, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and generally to do all such things in our name and behalf in the capacities indicated below to enable Thomas Industries Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated, on the 22nd day of July, 1994.
Signature Title /S/ Walter S. Davis Chairman of the Board /S/ Timothy C. Brown President, Chief Executive Officer, and Director /S/ Phillip J. Stuecker Vice President of Finance, Chief Financial Officer, and Secretary (Principal Accounting Officer) /S/ David J. Stumler Controller and Assistant Secretary (Chief Accounting Officer) 6 /S/ Peter P. Donis Director /S/ Wallace H. Dunbar Director /S/ Roger P. Eklund Director /S/ H. Joseph Ferguson Director /S/ Gene P. Gardner Director /S/ Lawrence E. Gloyd Director /S/ Ralph D. Ketchum Director /S/ Franklin J. Lunding, Jr. Director /S/ Bernard W. Rogers Director
7 EXHIBIT INDEX
Exhibit No. Description 4.1 Thomas Industries Inc. Nonemployee Director Stock Option Plan* 4.2 Restated Certificate of Incorporation of Registrant (1) 4.3 Bylaws of Registrant (2) 4.4 Rights Agreement dated as of December 23, 1987, between the Company and the Wachovia Bank and Trust Co., N.A. (3) 4.5 Amendment dated as of October 18, 1990, to Rights Agreement (4) 5 Opinion (including consent) of McDermott, Will & Emery* 23.1 Consent of KPMG Peat Marwick* 23.2 Consent of Ernst & Young* *Filed herewith (1) Previously filed as an exhibit to Registrant's Form 10-Q filed for the quarterly period ended June 30, 1988, and incorporated herein by this reference. (2) Previously filed as an exhibit to Registrant's Form 10-K filed for the fiscal year ended December 31, 1991, and incorporated herein by this reference. (3) Previously filed by the Registrant on Form 8-A on December 23, 1987, and incorporated herein by this reference. (4) Previously filed by the Registrant on Form 8 on October 23, 1990, and incorporated herein by this reference.
EX-4.1 2 NONEMPLOYEE STOCK OPTION PLAN 1 Exhibit 4.1 THOMAS INDUSTRIES INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE I GENERAL 1.1 PURPOSE. Thomas Industries Inc., a Delaware corporation (the "Company"), hereby adopts this Thomas Industries Inc. Nonemployee Director Stock Option Plan (the "Plan"). The purpose of the Plan is to increase the stock ownership of nonemployee directors and to foster and promote the long-term financial success of the Company by attracting and retaining outstanding nonemployee directors by enabling them to participate in the Company's growth through automatic, nondiscretionary grants of Options (as defined in Article II). 1.2 PARTICIPATION. Only directors of the Company who at the time a grant is made meet the following criteria ("Directors") shall receive grants under the Plan: (a) the director is not, and has not been for at least one year, an employee or officer of the Company or any subsidiary of the Company; and (b) the director is a "disinterested person" as such term is defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") or any similar rule which may subsequently be in effect ("Rule 16b-3"). 1.3 SHARES SUBJECT TO THE PLAN. Shares of stock covered by grants under the Plan may be in whole or in part authorized and unissued, or treasury shares of the Company's common stock, or such other shares as may be substituted pursuant to Section 3.2 ("Common Stock"). The maximum number of shares of Common Stock which may be issued for all purposes under the Plan shall be 250,000 (subject to adjustment pursuant to Section 3.2). Any shares of Common Stock subject to an Option which for any reason is cancelled or terminated without having been exercised, shall again be available for grants under the Plan. No fractional shares shall be issued. 1.4 GENDER AND NUMBER. Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. ARTICLE II STOCK OPTIONS 2.1 GRANT OF STOCK OPTIONS. Effective on the date of each annual meeting of the shareholders of the Company at which Directors are elected ("Annual Meeting") commencing with the Annual 2 Meeting in 1994, each Director then in office will automatically be awarded a stock option (an "Option") under the Plan to purchase 2,000 (subject to adjustment pursuant to Section 3.2) shares of Common Stock. The Options are not intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended. 2.2 STOCK OPTION CERTIFICATES. The grant of an Option shall be evidenced by a certificate executed by an officer of the Company. 2.3 OPTION PRICE. The purchase price of Common Stock under each Option (the "Option Price") granted as of the Annual Meeting shall be the Fair Market Value of the Common Stock as of the date of the Annual Meeting. 2.4 EXERCISE AND TERM OF OPTION. a. Options may be exercised by the delivery of written notice of exercise and the Option Price for the shares to be purchased to the Corporate Secretary of the Company. The Option Price shall be paid in cash (including check, bank draft, or money order) or, unless in the opinion of counsel to the Company to do so may result in a possible violation of law, by delivery of Common Stock already owned by the Director valued at Fair Market Value on the date of exercise. As soon as practicable after receipt of each notice and full payment, the Company shall deliver to the Director a certificate or certificates representing the acquired shares of Common Stock. b. Each Option may be exercised at any time after the date it is granted until (subject to Section 3.1) the first to occur of the tenth anniversary of the date such Option was granted or the second anniversary of the date the Director ceases to be a Director (whether by death, disability, retirement, or resignation). In the event of the death of a former Director prior to the exercise of any Options which were then exercisable, such Options may be exercised as provided in Section 3.1 until the second anniversary of the date the former Director ceased to be a Director, provided, however, that no Option shall be exercisable within the first six months of its term. ARTICLE III MISCELLANEOUS PROVISIONS 3.1 NON-TRANSFERABILITY; BENEFICIARIES. No Option granted under the Plan shall be transferable by the Director otherwise than by will or, if the Director dies intestate, by the laws of descent and distribution. All grants shall be exercisable during the Director's lifetime only by the Director or his legal representative. Any transfer contrary to this Section 3.1 will nullify the Option. In the event of a Director's death prior to the exercise of any Options which were then exercisable, such Options may be exercised by the Director's beneficiary, designated as provided below, or, in the absence of any such designation, his estate. Each Director may name, from time to time, any beneficiary or 3 beneficiaries (who may be named contingently or successively) who may exercise such Options and receive such certificates. Each designation will revoke all prior designations by such Director, will be in writing, and will be effective only when filed with the Corporate Secretary of the Company, during his lifetime. 3.2 ADJUSTMENTS UPON CERTAIN CHANGES. In the event of a stock dividend or stock split, or combination, or other change in the number of issued shares of Common Stock, a merger, consolidation, reorganization, recapitalization, sale or exchange of substantially all assets, or dissolution of the Company, the Board of Directors of the Company ("Board of Directors") shall, in order to prevent the dilution or enlargement of rights under Options make such adjustments in the number and type of shares authorized by the Plan, the number and type of shares covered by outstanding Options, and the Option Prices specified therein as may be required to prevent such dilution or enlargement. In the event fractional shares would otherwise result from any such adjustment, the number of shares so authorized and covered and the prices thereof shall be further adjusted so as to eliminate such fractions. 3.3 AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN. a. The Board of Directors may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board of Directors may deem advisable in order that any grants thereunder shall conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Company or the Directors to enjoy the benefits of any change in applicable laws or regulations, or in any other respect the Board of Directors may deem to be in the best interests of the Company; provided, however, that no such amendment shall, without stockholder approval to the extent required by law, agreement, or the rules of any exchange upon which the Common Stock is listed (a) except as provided in Section 3.2, materially increase the number of shares of Common Stock which may be issued under the Plan, (b) materially modify the requirements as to eligibility for participation in the Plan, (c) materially increase the benefits accruing to Directors under the Plan, or (d) extend the termination date of the Plan. No such amendment, suspension, or termination shall (x) impair the rights of Directors under any outstanding Options without the consent of the Directors affected thereby, or (y) make any change that would disqualify the Plan, or any other plan of the Company intended to be so qualified, from the exemption provided by Rule 16b-3. b. The provisions of Sections 2.1 and 2.3 may not be amended more than once every six months other than to comply with changes in the Internal Revenue Code of 1986, the Employee Retirement Income Security Act of 1974, and the rules thereunder. 3.4 DEFINITION OF FAIR MARKET VALUE. The term "Fair Market Value" as it relates to Common Stock on any given date means (a) the closing sales price of the Company's Common Stock as reported by the Composite Tape of the New York Stock Exchange (or, if not so reported, on any domestic stock exchanges on which the Common Stock is then listed); or (b) 4 if the Common Stock is not listed on any domestic stock exchange, the closing sales price of the Company's Common Stock as reported by the National Association of Securities Dealers Automated Quotation System (or, if not so reported, by the system then regarded as the most reliable source of such quotations), or, if there are no reported sales on such date, the mean of the closing bid and asked prices as so reported; or (c) if the Common Stock is listed on a domestic exchange or quoted in the domestic over-the-counter market, but there are no reported sales or quotations, as the case may be, on the given date, the value determined pursuant to (a) or (b) above using the reported sales prices or quotations on the last previous date on which so reported; or (d) if none of the foregoing clauses apply, the fair value as determined in good faith by the Board of Directors. 3.5 PLAN NOT EXCLUSIVE. The adoption of the Plan shall not preclude the adoption by appropriate means of any other stock option or other incentive plan for Directors. 3.6 LISTING, REGISTRATION, AND LEGAL COMPLIANCE. Each Option shall be subject to the requirement that if at any time counsel to the Company shall determine that the listing, registration, or qualification thereof or of any shares of Common Stock or other property subject thereto upon any securities exchange or under any foreign, federal, or state securities or other law or regulation, or the consent or approval of any governmental body, or the taking of any other action to comply with or otherwise with respect to any such law or regulation, is necessary or desirable as a condition to or in connection with the grant of such Option, or the issue, delivery, or purchase of shares of Common Stock or other property thereunder, no such Option may be exercised unless such listing, registration, qualification, consent, approval, or other action shall have been effected or obtained free of any conditions not acceptable to the Company, and the holder of the Option will supply the Company with such certificates, representations, and information as the Company shall request and shall otherwise cooperate with the Company in effecting or obtaining such listing, registration, qualification, consent, approval, or other action. The Company may at any time impose any limitations upon the exercise of any Option which, in the opinion of the Board of Directors, are necessary or desirable in order to cause the Plan or any other plan of the Company to comply with Rule 16b-3. If the Company, as part of an offering of securities, or otherwise, finds it desirable because of foreign, federal, or state legal or regulatory requirements to reduce the period during which Options may be exercised, the Board of Directors may, without the holders' consent, so reduce such period on not less than 15 days' written notice to the holders thereof. 3.7 RIGHTS OF DIRECTORS. Nothing in the Plan shall confer upon any Director any right to serve as a Director for a period of time or to continue his present or any other rate of compensation. 5 3.8 REQUIREMENTS OF LAW; GOVERNING LAW. The granting of Options and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware. 3.9 EFFECTIVE DATE. The Plan shall, subject to the approval of the holders of a majority of the shares of Common Stock present, or represented, and entitled to be voted at the 1994 Annual Meeting, be deemed effective as of such Annual Meeting. No grants shall be made hereunder after April 21, 2004. EX-5 3 OPINION LETTER 1 Exhibit 5. MCDERMOTT, WILL & EMERY 227 West Monroe Street Chicago, Illinois 60606 July 19, 1994 Thomas Industries Inc. 4360 Brownsboro Road Suite 300 P. O. Box 35120 Louisville, Kentucky 40232-5120 Re: 250,000 Shares of Common Stock ($1.00 par value) and 250,000 Preferred Stock Purchase Rights in connection with the Nonemployee Director Stock Option Plan of Thomas Industries Inc. (the "Plan") Ladies and Gentlemen: We have acted as counsel for Thomas Industries Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 250,000 shares of the Company's Common Stock, $1.00 par value (the "Common Stock"), which may be issued pursuant to the Plan and 250,000 Preferred Stock Purchase Rights which currently are attached to, and trade with, the Common Stock. We have examined or considered: 1. A copy of the Company's Restated Certificate of Incorporation 2. The Bylaws of the Company 3. Confirmation of the Secretary of State of Delaware, as of a recent date, as to the good standing of the Company in that state 4. A copy of resolutions duly adopted by the Board of Directors of the Company relating to the Plan 5. A copy of the Plan In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. We are of the opinion that: a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. b. All legal and corporate proceedings necessary for the issuance of the shares of Common Stock pursuant to the Plan have been duly taken; and the Common Stock, upon issuance pursuant to the terms of the Plan, and the 2 Preferred Stock Purchase Rights, will be duly authorized, legally and validly issued, fully paid, and nonassessable. We hereby consent to all references to our Firm in the Registration Statement and to the filing of this opinion by the Company 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 an regulations of the Securities and Exchange Commission thereunder. Very truly yours, /S/ McDermott, Will & Emery EX-23.1 4 CONSENT LETTER 1 Exhibit 23.1 KPMG PEAT MARWICK SUITE 200 400 WEST MARKET STREET LOUISVILLE, KENTUCKY 40202 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Thomas Industries Inc. We consent to the use of our reports incorporated herein by reference. Our reports refer to a change in the method of accounting for postretirement benefits, income taxes, and certain inventories. /S/ KPMG PEAT MARWICK Louisville, Kentucky July 22, 1994 EX-23.2 5 CONSENT LETTER 1 Exhibit 23.2 ERNST & YOUNG SUITE 2100 400 WEST MARKET STREET LOUISVILLE, KENTUCKY 40202 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Thomas Industries Inc. Nonemployee Director Stock Option Plan of our report dated February 11, 1993, with respect to the consolidated financial statements and schedules of Thomas Industries Inc. included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG July 21, 1994 -----END PRIVACY-ENHANCED MESSAGE-----