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
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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 of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1300 S. WOLF ROAD, P.O. BOX 5065, DES PLAINES, ILLINOIS 60017-5065
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(Address of principal executive offices, including zip code)
(847)827-9880
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On June 30, 1999, pursuant to an Agreement and Plan of
Recapitalization and Merger (the "Recapitalization Agreement") dated March
26, 1999, by and among the Registrant, Fremont Investors I, LLC ("Fremont")
and its wholly-owned subsidiary Jupiter Acquisition Corp. ("Jupiter"),
Jupiter was merged with and into the Registrant. In connection with the
transaction, the Registrant sold 1,060,000 shares of its Series A Preferred
Stock to Fremont and certain members of management for an aggregate
purchase price of $106,000,000.
The transaction is more fully described in press releases issued by
the Registrant on June 30, 1999, which are filed as Exhibits 99.1 and 99.2
hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
EXHIBITS
Exhibit 10.1 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)).
Exhibit 99.1 Press Release of the Registrant, dated June 30, 1999.
Exhibit 99.2 Press Release of the Registrant, dated June 30, 1999.
SIGNATURES
Pursuant to the requirement 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.
June 30, 1999 By: /s/ Joel W. Chemers
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Joel W. Chemers
Vice President,
Corporate Planning
JUNO LIGHTING ANNOUNCES
COMPLETION OF MERGER
Des Plaines, Ill - (June 30, 1999) - Juno Lighting, Inc.
(Nasdaq:Juno) today announced that it has completed the merger between Juno
and Fremont Investors.
The preliminary results of the proration of the merger consideration
payable to Juno stockholders in connection with the merger will be
announced shortly. Stockholders of Juno should anticipate receiving
transmittal materials shortly from First Chicago Trust Company detailing
instructions for transmitting their shares in exchange for the merger
consideration.
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
JUNO LIGHTING ANNOUNCES PRELIMINARY
PRORATION RESULTS
Des Plaines, Ill - (June 30, 1999) - Juno Lighting, Inc. (Nasdaq:
Juno) today announced that it has been advised by First Chicago Trust
Company, the Exchange Agent for the merger, that the holders of a total of
1,387,440 shares (including 802,869 shares subject to guarantee of
delivery) had properly elected by the 5:00 p.m., June 29th deadline to
receive shares of Juno common stock in the merger between Juno and Fremont
Investors. Electing stockholders will receive one share of Juno common
stock for each share subject to their election. Based on 1,387,440 electing
shares (which may change depending on the timely delivery of electing
shares subject to guarantee of delivery), Juno stockholders at the time of
the merger (other than dissenting stockholders) who did not elect to
receive Juno shares in the merger are entitled to receive $25.00 per share
in cash for approximately 94.1% of their shares and a share of Juno common
stock for each of their remaining shares. A cash payment based on a $25 per
share price will be paid in lieu of fractional shares.
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
