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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
June 30, 1999
Date of Report (Date of earliest event reported)
Juno Lighting, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-11631 36-2852993
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1300 S. Wolf Road, P. O. Box 5065, Des Plaines, Illinois 60017-5065
(Address of principal executive offices) (Zip Code)
(847) 827-9880
(Registrant's telephone number)
Page 1 of 5 Pages
Exhibit Index on Page 5
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 30, 1999, Jupiter Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Fremont Investors I, LLC ("Fremont
Investors), was merged (the "Merger") with and into Juno Lighting, Inc. ("Juno"
or the "Company") pursuant to an Agreement and Plan of Recapitalization and
Merger dated March 26, 1999 (the "Recapitalization Agreement") by and among
Merger Sub, the Company and Fremont Investors. Concurrently with the
consummation of the Merger, Fremont Investors purchased 1,052,020 shares and
Juno employees purchased 7,980 shares of the Company's newly issued Series A
convertible preferred stock, $.001 par value, ("Preferred Stock") at a price of
$100 per share, pursuant to Regulation D of the Securities Act of 1933, as
amended (the "Securities Act"). As a result of this purchase, Fremont Investors
will initially have an approximate 63.6% voting interest in Juno, barring any
withdrawal of dissenters rights by stockholders who exercised them in a timely
manner.
Pursuant to the Recapitalization Agreement, holders of outstanding
shares of Juno common stock, $.01 par value, at the effective time of the Merger
(the "Effective Time") were entitled to receive an aggregate of 2,400,000 shares
of Juno common stock, $.001 par value, in the Merger. Of these 2,400,000 shares,
2,290,805 have been issued and 109,195 have been reserved in conjunction with
shares with respect to which appraisal rights have been asserted. All remaining
shares of Juno common stock outstanding at the Effective Time, except 1,750,648
shares with respect to which appraisal rights have been asserted, were converted
into $25 per share in cash.
At the Effective Time, the Company entered into a senior credit
facility (the "Credit Facility") with NationsBank, N.A., Credit Suisse First
Boston and certain other lenders providing (i) a $90 million term facility
consisting of a (a) $40 million tranche A term loan ("Term Loan A"), and (b) $50
million tranche B term loan ("Term Loan B"), and (ii) a $35 million revolving
credit facility (the "Revolving Credit Facility"). Borrowings under the Credit
Facility bear interest, at the Company's option, at a rate per annum equal to
either the Eurodollar rate (the London interbank offered rate for eurodollar
deposits as adjusted for statutory reserve requirements) or a base rate plus a
varying applicable percentage. Term Loan A and Term Loan B are each payable in
separate quarterly installments commencing February 29, 2000. The final maturity
of Term Loan A is November 30, 2005, and the final maturity of Term B loan is
November 30, 2006. Borrowings under the Revolving Credit Facility are due on
November 30, 2005.
In addition, the Company issued $125 million principal amount of
11 7/8% senior subordinated notes due July 1, 2009 (the "Notes") to qualified
institutional buyers under a private placement offering pursuant to Rule 144A
and Regulation S of the Securities Act, resulting in approximately $120.4
million in proceeds to the Company. Interest is payable on the Notes
semi-annually on January 1 and July 1 of each year commencing January 1, 2000.
The Notes are unsecured senior subordinated obligations of the Company,
subordinated in right of payment to all existing and future senior indebtedness
of the Company, including the Credit Facility.
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The sources of funds for the Merger were the proceeds from the sale of
the Preferred Stock, the Credit Facility, the proceeds from the sale of the
Notes and the balance from available cash of the Company.
Pursuant to the Recapitalization Agreement, the directors of the Merger
Sub at the Effective Time, Robert Jaunich II and Mark Williamson became the sole
directors of the Company, and they will remain so until their successors or
other directors are duly elected or appointed.
To the best of the Company's knowledge, there are no known arrangements
which may at a subsequent date result in a subsequent change in control of the
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
2.1 Agreement and Plan of Recapitalization and Merger, dated March
26, 1999, by and among Fremont Investors I, LLC, Jupiter
Acquisition Corp. and the Registrant (incorporated herein by
reference to the Registrant's Registration Statement on Form S-4
(File No. 333-76101)).
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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.
JUNO LIGHTING, INC.
By /s/ JOEL W. CHEMERS
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Name: Joel W. Chemers
Title: Vice President, Corporate
Planning
Date: July 15, 1999
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EXHIBIT INDEX
Exhibit Description
Number
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2.1 Agreement and Plan of Recapitalization and Merger, dated
March 26, 1999, by and among Fremont Investors I, LLC,
Jupiter Acquisition Corp. and the Registrant (incorporated
herein by reference to the Registrant's Registration
Statement on Form S-4 (File No. 333-76101)).
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