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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 28, 1999
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Date of Report (Date of earliest event reported)
Juno Lighting, Inc.
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(Exact name of registrant as specified in its charter
Delaware 0-11631 36-2852993
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(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
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(Address of principal executive offices) (Zip Code)
(847) 827-9880
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(Registrant's telephone number)
Page 1 of 4 Pages
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
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On June 28, 1999, Juno Lighting, Inc. ("Juno") announced that it had
completed its offering of $125 million of senior subordinated notes in a private
placement in connection with the financing of the proposed merger and
recapitalization to be voted on at the special meeting of stockholders to be
held on June 29, 1999.
Juno's press release, dated June 28, 1999, is filed as an exhibit hereto
and is incorporated by reference. The foregoing summary is qualified in its
entirety by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
99.1 Press Release, dated June 28, 1999, issued by Juno Lighting, Inc.
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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/ Robert S. Fremont
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Name: Robert S. Fremont
Title: Chairman and Chief
Executive Officer
Date: June 28, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press Release, dated June 28, 1999, issued by Juno Lighting, Inc.
</TABLE>
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FOR IMMEDIATE RELEASE
JUNO LIGHTING ANNOUNCES
PRICING OF SENIOR SUBORDINATED NOTES
DES PLAINES, Ill., (June 28, 1999) -- Juno Lighting, Inc. (NASDAQ:JUNO) today
announced that it had completed its offering of $125 million of senior
subordinated notes in a private placement in connection with the financing of
the proposed merger and recapitalization to be voted on at the upcoming special
meeting of stockholders on June 29, 1999. The notes mature in 2009, bear
interest at 11.875% per year and were priced at 99.282% of par to yield 12.00%.
The notes have not been registered under the Securities Act of 1933, as amended
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The net proceeds from the
offering would be used together with other related financing to finance the
recapitalization.
Juno is a specialist in the design, manufacturing, and marketing of lighting
fixtures for commercial and residential use.
Any offering of securities in connection with the merger and recapitalization
will be made only by means of a prospectus. This news release shall not
constitute an offer to sell or the solicitation of any offer to buy the
securities described above, nor shall there be any sale of these securities in
any state in which such offering, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
This press release may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect Juno's current
judgment on certain issues. Because such statements apply to future events,
they are subject to risks and uncertainties that can cause the actual results
to differ materially. Important factors which could cause actual results to
differ materially are described in Juno's reports on Form 10-K and 10-Q and its
registration statement on Form S-4 on file with the Securities and Exchange
Commission.
CONTACT: Joel Chemers of Juno Lighting, Inc. (847) 813-8384
George Bilek of Juno Lighting, Inc. (847) 813-8330
