SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
----------------
JUNO LIGHTING, INC.
(NAME OF ISSUER)
----------------
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
482047 20 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
KEVIN BAKER, ESQ.
VICE-PRESIDENT AND SECRETARY
FREMONT INVESTORS I, LLC
50 FREMONT STREET; SUITE 3700
SAN FRANCISCO, CALIFORNIA 94105
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
(415) 984-6400
AUGUST 31, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
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 statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
CUSIP No. 482047 20 6
1 NAMES OF REPORTING PERSONS: FREMONT INVESTORS I, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,086,178
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,086,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,086,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.6%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 482047 20 6
1 NAMES OF REPORTING PERSONS: FREMONT PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS:
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,086,178
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,086,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,086,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.6%
14 TYPE OF REPORTING PERSON
PN
CUSIP No. 482047 20 6
1 NAMES OF REPORTING PERSONS: FP ADVISORS, L.L.C
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,086,178
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,086,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,086,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
63.6%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 482047 20 6
1 NAMES OF REPORTING PERSONS: FREMONT GROUP, L.L.C
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,087,655
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,087,655
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,087,655
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
64.9%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 482047 20 6
1 NAMES OF REPORTING PERSONS: FREMONT INVESTORS, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF NEVADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,087,655
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,087,655
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,087,655
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
64.9%
14 TYPE OF REPORTING PERSON
CO
The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
Item 1. Security and Issuer.
This amendment (this "Statement" or the "Amendment") amends and
restates the statement on Schedule 13D filed on July 12, 1999 relating to
the Common Stock, (the "Stock" or the "Shares"), of Juno Lighting, Inc., a
Delaware corporation (the "Company"). The address of the Company's
principal executive offices is 1300 South Wolf Road, Des Plaines, Illinois
60017.
Item 3. Source and Amount of Funds or Other Consideration.
On August 31, 1999, a dividend of 2% of the Stated Value of the
Series A Convertible Preferred Stock, par value $.001 per share, of the
Company (the "Preferred Stock") was paid in the form of a 2% increase in
the stated amount of each share of Preferred Stock (the "Stated Amount").
After such increase in the Stated Amount, the shares of Preferred Stock
owned directly by Fremont Investors I, L.L.C. are convertible into
4,086,178 shares of Common Stock. This represents an increase in the number
of shares of Common Stock into which such Preferred Stock is convertible of
78,483 shares.
On August 2, 1999, Fremont Investors I, L.L.C. sold 380 shares of
Preferred Stock to Fremont Partners, L.L.C. Fremont Group, L.L.C., as the
managing member of Fremont Partners, L.L.C., and Fremont Investors, Inc.,
as the manager of Fremont Group, L.L.C., may be deemed to beneficially own
such shares in addition to the shares owned by Fremont Investors I, L.L.C.
After the dividend of August 31, 1999, these 380 shares are convertible
into 1,477 shares of Common Stock, an increase of 30 shares over their
prior conversion amount.
Item 5. Interest in Securities of the Issuer.
(a) As of September 9, 1999, Fremont Investors I, L.L.C. owned
1,051,590 shares of Preferred Stock, which are convertible into 4,086,178
shares of Common Stock. As of September 9, 1999, the Preferred Stock owned
by Fremont Investors I, L.L.C. represented 63.6% of the total voting power
of the Company.
As of September 9, 1999, Fremont Group, L.L.C. and Fremont
Investors, Inc. may be deemed to beneficially own the shares Preferred
Stock owned by Fremont Investors I, L.L.C. and, additionally, may be deemed
to own the 380 shares of Preferred Stock owned by Fremont Partners, L.L.C.
Such shares are convertible into a total of 4,087,655 shares of Common
Stock. As of September 9, 1999, such shares represented 64.9% of the total
voting power of the Company.
Upon conversion of the Preferred Stock into Common Stock, the
voting power represented by the Common Stock would be equivalent to that of
the Preferred Stock immediately prior to conversion. Pursuant to the terms
of the Certificate, and as set forth in more detail therein, for the first
five years after the issuance of the Preferred Stock, the number of shares
of Common Stock into which the Preferred Stock is convertible will increase
as a result of dividends payable by an increase in the Stated Amount. This
may result in an increase in the voting power represented by the underlying
Common Stock. After the first five years, dividends on the Preferred Stock
may be paid in cash.
Each of (i) Fremont Partners, L.P., as the managing member of
Fremont Investors I, L.L.C., (ii) FP Advisors, L.L.C., as the general
partner of Fremont Partners, L.P., (iii) Fremont Group, L.L.C., as the
managing member of FP Advisors, L.L.C., and (iv) Fremont Investors, Inc.,
as the manager of Fremont Group, L.L.C., may be deemed to beneficially own
the Preferred Stock, and the shares of Common Stock underlying such
Preferred Stock, owned directly by Fremont Investors I, L.L.C.
(b) Fremont Investors I, L.L.C. currently exercises the power to
vote or direct the disposition of 1,051,590 shares of Preferred Stock, and
the underlying Common Stock. Each of the remaining Reporting Persons
currently exercises shared power to vote or direct the vote and shared
power to dispose or to direct the disposition of 1,051,590 shares of
Preferred Stock, and the underlying Common Stock. In addition, Fremont
Group, L.L.C. and Fremont Investors, Inc. also currently exercises shared
power to vote or direct the vote and shared power to dispose or to direct
the disposition of an additional 380 shares of the Preferred Stock (for a
total of 1,051,970 shares of Preferred Stock), and the underlying Common
Stock.
(c) On August 31, 1999, a dividend was paid on the Preferred Stock
in the form of a 2% increase in the Stated Amount. After such increase in
the Stated Amount, the shares of Preferred Stock owned by Fremont Investors
I, L.L.C. are convertible into 4,086,178 shares of Common Stock. This
represents an increase in the number of shares of Common Stock into which
such Preferred Stock is convertible of 78,483 shares.
On August 2, 1999, Fremont Investors I, L.L.C. sold 380 of shares
of the Preferred Stock to Fremont Partners, L.L.C. Fremont Group, Inc. is
the managing member of Fremont Partners, L.L.C. and Fremont Investors, Inc.
is the manager of Fremont Group, Inc. Therefore these entities may be
deemed to beneficially own such shares. After the dividend of August 31,
1999, and the resulting increase in the Stated Amount, these shares of
Preferred Stock are convertible into 1,477 shares of Common Stock, an
increase of 30 shares. The total number of shares of Preferred Stock which
may be deemed to be beneficially owned by Fremont Group, L.L.C. and Fremont
Investors, Inc. as a result of the direct ownership by Fremont Partners,
L.L.C. and Fremont Investors I, L.L.C. is 1,051,970, which is convertible
into 4,087,655 shares of Common Stock.
On August 2, 1999, Fremont Investors I, L.L.C. sold 50 shares of
the Preferred Stock to an additional member of management of the Company on
substantially the same terms as the sales to members of management that
occurred on June 30, 1999 in connection with the consummation of the
recapitalization and merger of the Company. As of August 2, 1999, these
shares were convertible into 190 shares of Common Stock.
Except as reported in this Item 5, none of the Reporting Persons
has effected any transactions in the Preferred Stock or Common Stock during
the past 60 days.
(d) - (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships with respect to securities of the Company other than as set
forth in the Agreement and Plan of Recapitalization and Merger, dated March
26, 1999 or as described below.
Fremont Investors I, L.L.C. entered into loan agreements for an
aggregate principal amount of $798,000 with 33 employees of the Company in
order to finance their purchases of an aggregate of 7,980 shares of
Preferred Stock. Each loan was due and payable in full on July 30, 1999 and
each was secured by a pledge to Fremont Investors I, L.L.C. of the shares
of Preferred Stock purchased with the respective loan proceeds. Each of the
loans was paid in full as of its due date.
Item 7. Material to Be Filed as Exhibits.
The following documents are being filed as exhibits to this
Statement and are each incorporated by reference herein.
(1) Joint Filing Agreement, dated as of September 9, 1999, by
and between Fremont Investors I, L.L.C, Fremont Partners,
L.P., FP Advisors, L.L.C, Fremont Group, L.L.C, and Fremont
Investors, Inc.
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.
Dated: September 9, 1999
FREMONT INVESTORS I, L.L.C.
FREMONT PARTNERS, L.P.
FP ADVISORS, L.L.C.,
FREMONT GROUP, L.L.C.,
FREMONT INVESTORS, INC.,
By: /s/ Robert Jaunich II
_______________________________
Name: Robert Jaunich II
Executive Officer or Executive
Officer of a partner, member or
manager of each Reporting Person
EXHIBIT INDEX
Exhibit
Number Exhibit
(1) Joint Filing Agreement, dated as of September 9, 1999, by
and among Fremont Investors I, LLC., Fremont Partners, L.P.,
FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont
Investors, Inc.
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that
the Amendment No. 1 to the Statement on Schedule 13D (the "Statement")
filed on or about this date with respect to Common Shares of Juno Lighting,
Inc., a Delaware corporation, is being filed on behalf of the entities
listed below.
Each of the entities listed hereby acknowledges that pursuant to
Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, each person on whose behalf the Statement is filed is responsible
for the timely filing of such statement and any amendments thereto, and for
the completeness and accuracy of the information concerning such person
contained therein, and that such person is not responsible for the
completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that
such information is inaccurate.
Dated: September 9, 1999
FREMONT INVESTORS I, L.L.C.
FREMONT PARTNERS, L.P.
FP ADVISORS, L.L.C.,
FREMONT GROUP, L.L.C.,
FREMONT INVESTORS, INC.,
By: /s/ Robert Jaunich II
_______________________________
Name: Robert Jaunich II
Executive Officer or Executive
Officer of a partner, member or
manager of each Reporting Person
