SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
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, 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)
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: [ ]
CUSIP No. 482047 20 6
- ------------------------------------------
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
O0
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,086,178
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
64.8%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,484,544
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
71.2%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,484,544
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
71.2%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,486,021
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
71.2%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,486,021
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
71.2%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 398,366
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
6.3%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,477
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
.02%
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 the statement on Schedule 13D 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., relating to the Common Stock, (the "Stock" or the
"Shares"), of Juno Lighting, Inc., a Delaware corporation (the "Company").
This Amendment adds Fremont Investors I CS, L.L.C. as a reporting person
(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 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 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 64.8% 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 71.2% 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
71.2% 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 71.2% 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 22, 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 23, 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 II
___________________________
Name: Robert Jaunich II
Executive Officer or Executive
Officerof a partner, member or
manager of each Reporting Person
EXHIBIT INDEX
Exhibit
Number Exhibit
(1) Joint Filing Agreement, dated as of September 22, 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.
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 22, 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 II
____________________________
Name: Robert Jaunich II
Executive Officer or Executive
Officer of a partner,member or
manager of each Reporting Person
