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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
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)
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JUNO LIGHTING, INC.
(NAME OF ISSUER)
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COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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482047 20 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
KEVIN BAKER, ESQ.
VICE-PRESIDENT AND SECRETARY
FREMONT INVESTORS I, L.L.C.
FREMONT INVESTORS I CS, L.L.C.
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
SEPTEMBER 15, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
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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
- -----------------------------------------------------------------------------
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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,086,178
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 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
62.7%
- -----------------------------------------------------------------------------
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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,484,544
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 4,484,544
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,484,544
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.8%
- -----------------------------------------------------------------------------
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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,484,544
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 4,484,544
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,484,544
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.8%
- -----------------------------------------------------------------------------
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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,486,021
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 4,486,021
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,486,021
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.8%
- -----------------------------------------------------------------------------
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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,486,021
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 4,486,021
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,486,021
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.8%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------------------
CUSIP No. 482047 20 6
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: FREMONT INVESTORS I CS, 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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 398,366
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 398,366
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
398,366
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------------------------
CUSIP No. 482047 20 6
- ------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: FREMONT PARTNERS, 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) |X| (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 ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,477
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------
PERSON 10 SHARED POSITIVE POWER
WITH 1,477
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,477
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 0.1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------------------------
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 Amendment No. 2 to the statement on
Schedule 13D relating to the Common Stock (the "Common Stock" or the
"Shares") of Juno Lighting, Inc., a Delaware corporation (the "Company"),
filed by Fremont Investors I, L.L.C., Fremont Partners, L.P., FP Advisors,
L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. (the "Original
Reporting Persons") on July 12, 1999, as amended September 13, 1999 to
reflect the purchase of 380 shares of Series A Convertible Preferred Stock
(the "Preferred Stock") by Fremont Partners, L.L.C., and as further amended
on September 23, 1999 to reflect the purchase of 398,366 shares of Common
Stock by Fremont Investors I CS, L.L.C. (together with the Original
Reporting Persons and Fremont Partners, L.L.C., the "Reporting Persons").
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) In addition to the Original Reporting Persons, this
Statement is filed by and on behalf of Fremont Investors I CS, L.L.C. and
Fremont Partners, L.L.C., each a Delaware limited liability company. The
business address of each is 50 Fremont Street, Suite 3700, San Francisco,
California 94105. Fremont Investors I CS, L.L.C. was formed as an
investment vehicle for Fremont Partners, L.P. Fremont Partners, L.L.C. is a
management company formed to manage the investments made by Fremont
Partners, L.P. Attached is an amended and restated Schedule I containing
the information concerning the Reporting Persons and the executive officers
and directors of each of them 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 them, 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 them, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in any of them
(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.
On September 15, 1999, Fremont Investors I CS, L.L.C. purchased
398,366 shares of Common Stock in a brokered transaction. The aggregate
purchase price of $4,421,863, plus $39,837 in broker commissions. These
funds were provided from capital of Fremont Investors I CS, L.L.C., which
was contributed from Fremont Partners, L.P. 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.
The shares of Common Stock and Preferred Stock acquired by Fremont
Investors I CS, L.L.C. and Fremont Partners, L.L.C., respectively, were
acquired for general investment purposes. Each of the Reporting Persons
reserves the right to change their investment intent. Subject to market
conditions 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. It is anticipated that the Board of Directors of the
Company will act as soon as practicable to fill the existing vacancies on
the Board of Directors with outside directors who are unaffiliated with any
of the Reporting Persons. Except as set forth above, 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 on
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of September 15, 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 15, 1999, the Preferred Stock owned
by Fremont Investors I, L.L.C. represented 62.7% of the total voting
power of the Company.
As of September 15, 1999, Fremont Partners, L.P. and FP Advisors,
L.L.C. may be deemed to beneficially own (i) the 1,051,590 shares of
Preferred Stock owned by Fremont Investors I, L.L.C. and (ii) the 398,366
shares of Common Stock owned by Fremont Investors I CS, L.L.C. Such shares
are convertible into and/or represent a total of 4,484,544 shares of Common
Stock. As of September 15, 1999, such shares represented 68.8% of the total
voting power of the Company.
As of September 15, 1999, Fremont Group, L.L.C. and Fremont
Investors, Inc. may be deemed to beneficially own (i) the 1,051,590 shares
of Preferred Stock owned by Fremont Investors I, L.L.C., (ii) the 398,366
shares of Common Stock owned by Fremont Investors I CS, L.L.C. and (iii)
and the 380 shares of Preferred Stock owned by Fremont Partners, L.L.C.
Such shares are convertible into and/or represent a total of 4,486,021
shares of Common Stock. As of September 15, 1999, such shares represented
68.8% 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 of Incorporation of the Company, 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 will 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.
Each of (i) Fremont Partners, L.P., as the managing member of Fremont
Investors I CS 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 398,366 shares
of Common Stock owned directly by Fremont Investors I CS, 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 the 380 shares of Preferred Stock
owned directly by Fremont Partners, 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 Fremont Partners, L.P., FP Advisors,
L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. 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
owned by Fremont Investors I, L.L.C., and the underlying Common Stock. In
addition, each of Fremont Partners, L.P. FP Advisors, L.L.C., Fremont
Group, L.L.C. and Fremont Investors, Inc. currently exercises shared power
to vote or direct the vote and shared power to dispose or to direct the
disposition of 398,366 shares of Common Stock owned by Fremont Investors I
CS, L.L.C. And, Fremont Group, L.L.C. and Fremont Investors, Inc. also
currently exercise 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) owned
by Fremont Partners, L.L.C., and the underlying Common Stock.
Each of the Reporting Persons, as part of a "group" pursuant to Rule
13d-5(b)(1), may be deemed to beneficially own 4,486,021 shares of Common
Stock on a fully diluted, as-converted basis, or 68.8% of the total voting
power of the Company.
(c) On September 15, 1999, Fremont Investors I CS, L.L.C. purchased
398,366 shares of Common Stock in a brokered transaction. Fremont Partners,
L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors,
Inc. may each be deemed to beneficially own such shares. The Common Stock
was purchased for $11.10 per share, plus a $.10 per share commission paid
to the broker.
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 of 78,483 shares in the number of shares of Common
Stock into which such Preferred Stock is convertible.
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, L.L.C. is
the managing member of Fremont Partners, L.L.C. and Fremont Investors, Inc.
is the manager of Fremont Group, L.L.C. 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 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 30, 1999, by and
between Fremont Investors I, L.L.C., Fremont Partners, L.P., FP
Advisors, L.L.C., Fremont Group, L.L.C., Fremont Investors,
Inc., Fremont Investors I CS, L.L.C. and Fremont Partners,
L.L.C.
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 30, 1999
FREMONT INVESTORS I, L.L.C.
FREMONT INVESTORS I CS, L.L.C.
FREMONT PARTNERS, L.P.
FP ADVISORS, L.L.C.,
FREMONT GROUP, L.L.C.,
FREMONT INVESTORS, INC.,
FREMONT PARTNERS, L.L.C.,
By: /s/Robert Jaunich
------------------------------
Name: Robert Jaunich
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 30, 1999, by and
among Fremont Investors I, L.L.C., Fremont Partners, L.P., FP
Advisors, L.L.C., Fremont Group, L.L.C., Fremont Investors,
Inc., Fremont Investors I CS, L.L.C. and Fremont Partners,
L.L.C.
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; President and
Chief Executive Officer of Fremont Investors I CS,
L.L.C. since September 1999; Managing Director and
Director of Fremont Group, L.L.C., Fremont
Investors, Inc. and Sequoia Ventures, Inc.;
Managing Director of Fremont Partners, L.P.; 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; Vice President and Treasurer
of Fremont Investors I CS, L.L.C. since September
1999; 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; Director of Juno Lighting, Inc. since
June 1999.
K. Baker Vice President and Secretary of Fremont Investors I,
LLC since May 1998; Vice President and Secretary of
Fremont Investors I CS, L.L.C. since September
1999; General Counsel of Fremont Partners, L.P.;
Member of FP Advisors, L.L.C.; 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.
6. FREMONT INVESTORS I CS, 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 Investors I CS, L.L.C. Unless otherwise indicated each person has
held the positions listed below with Fremont Investors I CS, 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 Partners, L.P...Not Applicable
R. Jaunich II See Information under #1 above.
M. Williamson See Information under #1 above.
K. Baker See Information under #1 above.
7. FREMONT PARTNERS, 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 general partner of Fremont Partners, 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
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that
the Amendment No. 2 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 30, 1999
FREMONT INVESTORS I, L.L.C.
FREMONT INVESTORS I CS, L.L.C.
FREMONT PARTNERS, L.P.
FP ADVISORS, L.L.C.,
FREMONT GROUP, L.L.C.,
FREMONT INVESTORS, INC.,
FREMONT PARTNERS, L.L.C.
By: /s/ Robert Jaunich
---------------------------------
Name: Robert Jaunich
Executive Officer or Executive
Officer of a partner,
member or manager of each Reporting
Person
