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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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
JUNE 30, 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: [ ]
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CUSIP No. 482047 20 6 13D Page 2 of 11 Pages
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NAMES OF REPORTING PERSONS: FREMONT INVESTORS I, LLC
1 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
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,007,695
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,007,695
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,007,695
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 13D Page 3 of 11 Pages
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NAMES OF REPORTING PERSONS: FREMONT PARTNERS, L.P.
1 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
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,007,695
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,007,695
WITH
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 4,007,695
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 13D Page 4 of 11 Pages
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NAMES OF REPORTING PERSONS: FP ADVISORS, L.L.C
1 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
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,007,695
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,007,695
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,007,695
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 13D Page 5 of 11 Pages
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NAMES OF REPORTING PERSONS: FREMONT GROUP, L.L.C
1 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
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,007,695
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,007,695
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,007,695
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%
TYPE OF REPORTING PERSON
14 OO
CUSIP No. 482047 20 6 13D Page 6 of 11 Pages
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NAMES OF REPORTING PERSONS: FREMONT INVESTORS, INC.
1 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
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,007,695
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,007,695
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,007,695
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%
TYPE OF REPORTING PERSON
14 CO
The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement" or the "Schedule
13D") relates 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 2. Identity and Background.
(a) - (c) This Statement is being filed by and on behalf of Fremont
Investors I, LLC ("Fremont Investors"), Fremont Partners, L.P. ("Fremont
Partners"), F.P. Advisors, L.L.C ("FP Advisors"), Fremont Group, L.L.C
("Fremont Group") and Fremont Investors, Inc. ("Fremont" and, together with
Fremont Investors, Fremont Partners, Fremont Group and FP Advisors, the
"Reporting Persons"). Each of Fremont Investors, FP Advisors and Fremont
Group is a Delaware limited liability company, Fremont Partners is a
Delaware limited partnership and Fremont is a Nevada corporation. The
business address of each Reporting Person is 50 Fremont Street, Suite 3700,
San Francisco, California 94105. Fremont Investors was formed as an
investment vehicle for Fremont Partners. Fremont Partners, the managing
member of Fremont Investors, is a private equity fund which, together with
affiliated partnerships, has committed capital of $605 million. Attached as
Schedule I hereto is information concerning Fremont Partners, FP Advisors,
Fremont Group, Fremont and the executive officers and directors of Fremont
Investors, Fremont Group and Fremont required to be disclosed in response
to Item 2 and General Instruction C of Schedule 13D.
(d) During the past five years, none of the Reporting Persons, nor to
the best of their knowledge, any member, director or executive officer of
any of the Reporting Persons, has been convicted in a criminal proceeding.
(e) During the past five years, none of the Reporting Persons, nor
to the best of their knowledge, any member, director or executive officer
of any of the Reporting Persons, has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction that resulted
in a Reporting Person (i) being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or (ii) being found in violation with
respect to such laws.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds used in making the purchases of the Preferred
Stock (as defined in Item 4 below) convertible into the Common Stock
described as beneficially owned in Item 5(a) hereof was $105,202,000. These
funds were provided from capital of Fremont Investors, which was
contributed to Fremont Investors from Fremont Partners and affiliated
partnerships. Fremont Partners and such affiliated partnerships obtained
such funds through capital contributions from their respective partners.
Item 4. Purpose of the Transaction.
Fremont Investors entered into the agreement discussed below pursuant
to which it purchased the Preferred Stock (as defined below) for general
investment purposes. The Reporting Persons retain the right to change their
investment intent. Subject to market conditions and other factors, the
Reporting Persons may acquire or dispose of shares of the Company from time
to time in future open-market, privately negotiated or other transactions.
Except as set forth herein, the Reporting Persons do not have any
plans or proposals which would relate to or result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Fremont Investors purchased 1,052,020 shares of newly issued Series A
Convertible Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Stock"), pursuant to an Agreement and Plan of Recapitalization
and Merger, dated March 26, 1999 and filed as Exhibit 1 hereto ("the
Recapitalization Agreement"). The merger of Jupiter Acquisition Corp., a
wholly-owned subsidiary of Fremont Investors ("Jupiter"), with and into the
Company was consummated on June 30, 1999 (the "Effective Date"). Pursuant
to the Recapitalization Agreement, all but approximately 2,400,000 (subject
to reduction as a result of the exercise of dissenters' rights) of the
shares of Common Stock of the Company outstanding as of the effective date
were exchanged into the right to receive $25 per share in cash; the
remaining shares were exchanged into the right to receive one newly-issued
share of Common Stock of the Company. In addition, a total of 1,060,000
shares of Preferred Stock were issued to Fremont Investors and to certain
members of management of the Company. The rights, preferences and
privileges of the Preferred Stock are set forth in the Amended and Restated
Certificate of Incorporation of the Company (the "Certificate of
Incorporation"), which was approved by the shareholders of the Company in
connection with the Recapitalization and is filed as Exhibit 2 hereto.
Pursuant to the Recapitalization Agreement, as of the Effective Time,
Robert Jaunich II and Mark Williamson became the sole directors of the
Company. Mr. Jaunich is the President and Chief Executive Officer of
Fremont Investors, a Managing Director of Fremont Partners, a member of FP
Advisors and a Managing Director of Fremont Group and Fremont. Mr.
Williamson is Vice President and Treasurer of Fremont Investors, a Managing
Director of Fremont Partners, a member of FP Advisors and a Principal of
Fremont Group.
Prior to the Recapitalization, the Company paid regular quarterly
dividends to holders of its Common Stock; the Company does not expect to
pay such dividends in the future.
Item 5. Interest in Securities of the Issuer.
(a) As of June 30, 1999, Fremont Investors owned 1,052,020 shares of
Preferred Stock, which is convertible into 4,007,695 shares of Common
Stock. As of June 30, 1999, the Preferred Stock owned by Fremont Investors
represented 63.6% 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 of the Preferred
Stock. 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, as the managing member of Fremont
Investors, (ii) FP Advisors, as the general partner of Fremont Partners,
(iii) Fremont Group, as the managing member of FP Advisors and (iv)
Fremont, as the manager of Fremont Group, may be deemed to beneficially own
the Preferred Stock, and the shares of Common Stock underlying such
Preferred Stock, owned directly by Fremont Investors.
(b) Each of the Reporting Persons currently exercises shared power to
vote or direct the vote and shared power to dispose or to direct the
disposition of 1,052,020 shares of Preferred Stock, and the underlying
Common Stock.
(c) Except as set forth in Item 4 and 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
Recapitalization Agreement or as described below.
Fremont Investors 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 is due and payable in full on July 30, 1999 and each is secured
by a pledge to Fremont Investors of the shares of Preferred Stock purchased
with the respective loan proceeds.
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) Agreement and Plan of Recapitalization and Merger, dated March
26, 1999, by and among Fremont Investors I, LLC, Jupiter
Acquisition Corp., and Juno Lighting, Inc. Filed as Exhibit 2.1
to the Company's Registration Statement on Form S-4 (File No.
333-76101) and incorporated herein by reference.
(2) Amended and Restated Certificate of Incorporation of Juno
Lighting, Inc. Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (File No. 333-76101) and
incorporated herein by reference.
(3) Joint Filing Agreement, dated as of July 12, 1999, by and
between Fremont Investors I, L.L.C, Fremont Partners, L.P.,
F.P. 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: July 12, 1999
FREMONT INVESTORS I, LLC
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) Agreement and Plan of Recapitalization and Merger, dated March
26, 1999, between Fremont Investors I, LLC., Jupiter
Acquisition Corp., and Juno Lighting, Inc. Filed as Exhibit 2.1
to the Company's Registration Statement on Form S-4 (File No.
333-76101) and incorporated herein by reference.
(2) Amended and Restated Certificate of Incorporation of Juno Lighting,
Inc. Filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-4 (File No. 333-76101)
and incorporated herein by
reference.
(3) Joint Filing Agreement, dated as of July 12, 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.
SCHEDULE I
1. FREMONT INVESTORS I, LLC Set forth below is the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of
the sole manager and of each director or executive officer of Fremont
Investors I, LLC. Unless otherwise indicated each person has held the
positions listed below with Fremont Investors I, LLC during the last five
years. Each such person is a citizen of the United States of America and,
unless otherwise indicated, the business address of each such person is c/o
Fremont Group, 50 Fremont Street, Suite 3700, San Francisco, California
94105.
Present Principal Operation or Employment;
Name and Address Material Positions Held During the Past Five Years
- ---------------- --------------------------------------------------
Fremont Partners, L.P. Not Applicable
R. Jaunich II President and Chief Executive Officer of Fremont
Investors I, LLC since May 1998; Managing Director
and Director of Fremont Group, L.L.C., Fremont
Investors, Inc. and Sequoia Ventures, Inc.; Member
of FP Advisors, L.L.C.; Chairman of the Board of
Kinetic Concepts, Inc.; Director of Kerr Group,
Inc.; Director of CNF Transportation, Inc.;
Chairman of the Board of Coldwell Banker
Corporation from 1992 to 1996; Chairman of the
Board of Crown Pacific, Ltd. since 1992; member of
the Board of Control of Petro Shopping Centers,
L.P. from 1992 to 1997; Chairman of the Board of
Juno Lighting, Inc. since June 1999.
M. Williamson Vice President and Treasurer of Fremont Investors
I, LLC since May 1998; Managing Director of
Fremont Partners, L.P., Member of FP Advisors,
L.L.C. and Principal of Fremont Group, L.L.C. since
1996; Managing Director of the Harvard Private
Capital Group, Inc. from 1991 to 1996.
K. Baker Vice President and Secretary of Fremont Investors
I, LLC since May 1998; General Counsel of Fremont
Partners, L.P. and Principal of Fremont Group,
L.L.C. since February 1998. Attorney with O'Melveny
& Myers from 1989 to 1998.
2. FREMONT PARTNERS, L.P. Set forth below is the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of
the sole general partner of Fremont Partners. Each such person is a citizen
of the United States of America and, unless otherwise indicated, the
business address of each such person is c/o Fremont Group, 50 Fremont
Street, Suite 3700, San Francisco, California 94105.
Present Principal Operation or Employment;
Name and Address Material Positions Held During the Past Five Years
- ---------------- --------------------------------------------------
FP Advisors, L.L.C. Not Applicable
3. FP ADVISORS, L.L.C. Set forth below is the name, business address
and present principal occupation or employment, and material occupations,
positions, offices or employments for the past five years, of the sole
managing member of FP Advisors, L.L.C. Each such person is a citizen of the
United States of America and, unless otherwise indicated, the business
address of each such person is c/o Fremont Group, 50 Fremont Street, Suite
3700, San Francisco, California 94105.
Present Principal Operation or Employment;
Name and Address Material Positions Held During the Past Five Years
- ---------------- --------------------------------------------------
Fremont Group, L.L.C. Not Applicable
4. FREMONT GROUP, L.L.C. Set forth below is the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of
the sole manager and of each director or executive officer of Fremont
Group, L.L.C. Unless otherwise indicated each person has held the positions
listed below with Fremont Group, L.L.C. during the last five years. Each
such person is a citizen of the United States of America and, unless
otherwise indicated, the business address of each such person is c/o
Fremont Group, 50 Fremont Street, Suite 3700, San Francisco, California
94105.
Present Principal Operation or Employment;
Name and Address Material Positions Held During the Past Five Years
- ---------------- --------------------------------------------------
Fremont Investors, Inc. Not applicable
A.M. Dachs President, Chief Executive Officer and Director of
Fremont Group, L.L.C., Fremont Investors, Inc. and
Sequoia Ventures, Inc.; President and Director of
Bechtel Constructors, Inc.; Director of Offshore
Bechtel Exploration Corporation and BPT Properties,
L.P. and related entities; Director of Bechtel
Enterprises, Inc., Esco Corporation and The
Brookings Institution; Chairman of the Board of
Trustees of Wesleyan University.
S.D. Bechtel, Jr. Chairman Emeritus and Director of Fremont Group, L.L.C.,
Fremont Investors, Inc. and Sequoia Ventures, Inc.;
Chairman Emeritus of Bechtel Group, Inc.; Director
of Remington Arms since 1993; Director of IBM from
1976-1993.
R.E. Cavanaugh Director of Fremont Group, L.L.C., Fremont Investors,
Inc. and Sequoia Ventures, Inc.; President and
Chief Executive Officer of The Conference Board,
Inc., 845 Third Avenue, New York, New York 10022,
since 1995; Executive Dean of Harvard University
(Kennedy School of Government) from 1988 to 1995;
Director of Black Rock Mutual Fund and related
funds; Director of Olin Corporation and LCI
International.
H.J. Haynes Director of Fremont Group, L.L.C., Fremont Investors,
Inc. and Sequoia Ventures, Inc., Director and
Senior Counselor of Bechtel Group, Inc.; Director
of Hewlett- Packard Co., Paccar, Inc., Boeing Co.,
CitiGroup, Saudi Arabian Oil Co. and Bechtel
Enterprises, Inc.
C.W. Hull Director of Fremont Group, L.L.C., Fremont Investors,
Inc. and Sequoia Ventures, Inc., Chairman of Energy
Asset Management, L.L.C., 250 Montgomery Street,
Suite 1600, San Francisco, California 94104;
Director of Bechtel Group, Inc. and Bechtel
Enterprises, Inc.
R. Jaunich II See Information under #1 above.
J.D. Mahaffey Managing Director of Fremont Group, L.L.C., Fremont
Investors, Inc. and Sequoia Ventures, Inc.;
President of Fremont Energy, L.P., 5956 Sherry
Lane, Suite 1310, Dallas, Texas, since 1995; prior
to such time, Chief Executive Officer and Director
of United Meredian Corp.; President and Director of
Offshore Bechtel Exploration Corporation; Director
of Xpronet, Inc. since 1997.
D.L. Redo Managing Director and Director of Fremont Group,
L.L.C., Fremont Investors, Inc. and Sequoia
Ventures, Inc.; President and Chief Executive
Officer of Fremont Investment Advisors, Inc.
G.P. Schultz Director of Fremont Group, L.L.C., Fremont Investors,
Inc. and Sequoia Ventures, Inc.; Director and
Senior Counselor of Bechtel Group, Inc,; Professor
of International Economics at Stanford University
and Distinguished Fellow at the Hoover Institution;
Director of Gulfstream Aerospace Corp., Charles
Schwab, Gilead Sciences, Airtouch Communications,
Ziff-Davis Publishing Company (resigned 1996) and
Bechtel Enterprises, Inc.
J.W. Weiser Director of Fremont Group, L.L.C., Fremont Investors,
Inc. and Sequoia Ventures, Inc.; Director and
Senior Counselor of Bechtel Group, Inc.
J.S. Higgins Managing Director and Chief Financial Officer of
Fremont Group, L.L.C.,Fremont Investors, Inc. and
Sequoia Ventures, Inc.; Director of Fremont
Investment Advisors, Inc.; Vice President and
Director of HLQ Corp.; Chief Financial Officer of
Bechtel International Constructors and Offshore
Bechtel Exploration Corp.
R.S. Kopf Managing Director-Operations, General Counsel and
Secretary of Fremont Group, L.L.C., Fremont
Investors, Inc. and Sequoia Ventures, Inc.; General
Counsel, Secretary and Director of Bechtel
International Constructors, Inc.; Vice President,
General Counsel, Secretary of HLQ Corp; Vice
President, General Counsel, Secretary and Director
of Offshore Bechtel Exploration Corporation.
D.W. Aronson Treasurer of Fremont Group, L.L.C., Fremont Investors,
Inc. and Sequoia Ventures, Inc.; Chief Financial
Officer and Vice President of Operations of Redwood
Microsystems, Inc. from 1990 through 1994;
Treasurer of Bechtel International Constructors,
Inc. CRMF Corp., and Offshore Bechtel Exploration
Corporation.
5. FREMONT INVESTORS, INC. Set forth below is the name, business
address and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of
each director and executive officer of Fremont Investors, Inc. Unless
otherwise indicated each person has held the positions listed below with
Fremont Investors, Inc. during the last five years. Each such person is a
citizen of the United States of America and, unless otherwise indicated,
the business address of each such person is c/o Fremont Group, 50 Fremont
Street, Suite 3700, San Francisco, California 94105.
A.M. Dachs..............See Information under #4 above.
S.D. Bechtel, Jr........See Information under #4 above.
R.E. Cavanaugh..........See Information under #4 above.
H.J. Haynes.............See Information under #4 above.
C.W. Hull...............See Information under #4 above.
R. Jaunich II...........See Information under #1 above.
J.D. Mahaffey...........See Information under #4 above.
D.L. Redo...............See Information under #4 above.
G.P. Schultz............See Information under #4 above.
J.W. Weiser.............See Information under #4 above.
J.S. Higgins............See Information under #4 above.
R.S. Kopf...............See Information under #4 above.
D.W. Aronson............See Information under #4 above.
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that
the Statement on Schedule 13D (the "Statement") filed on or about this date
with respect to Common Stock 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: July 12, 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
