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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended December 31, 1994
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period __________ to __________
Commission file number 0-16960
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
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THE GENLYTE GROUP INCORPORATED
100 Lighting Way, Secaucus, N.J. 07096
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Page 1 of 17
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
1994 FORM 11-K
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
----
Report of Independent Public Accountants................................... 3
Statement of Net Assets Available for Benefits
as of December 31, 1994.................................................. 4
Statement of Net Assets Available for Benefits
as of December 31, 1993.................................................. 5
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1994..................................... 6
Notes to Financial Statements.............................................. 7
Schedule I: Item 27a, Schedule of Assets Held for Investment
Purposes as of December 31, 1994.............................. 14
Schedule II: Item 27d, Schedule of Reportable Transactions for
the year ended December 31, 1994.............................. 15
All other schedules are omitted since they are not applicable
or are not required based on the disclosure requirements of
the Employee Retirement Income Security Act of 1974 and
applicable regulations issued by the Department of Labor.
Signature.................................................................. 16
Consent of Independent Public Accountants.................................. 17
Page 2 of 17
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE PENSION AND BENEFITS COMMITTEE OF
THE GENLYTE GROUP INCORPORATED:
We have audited the accompanying statements of net assets available for benefits
of The Genlyte Group Incorporated Employees' Savings Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1994. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions (Schedules I and II) are
presented for purposes of additional analysis and are not a required part of the
basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather then to present the net assets available for benefits and
changes in net assets available for benefits for each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
New York, New York
June 22, 1995
Page 3 of 17
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THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Putnam Fund Putnam Putnam
for Putnam Putnam U.S. Gov't Genlyte Global
Growth & Voyager Money Market Income Common Growth
Income Fund Fund (A) Trust Stock Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
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Investment at Fair Value:
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Putnam Money Market Fund $416,862 $416,862
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Putnam U.S. Gov't Income Trust $521,403 521,403
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Putnam Fund for Growth & Income $1,291,230 1,291,230
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Putnam Voyager Fund $1,300,865 1,300,865
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Putnam Global Growth Fund $224,995 224,995
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Genlyte Common Stock $934,572 934,572
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TOTAL INVESTMENTS 1,291,230 1,300,865 416,862 521,403 934,572 224,995 4,689,927
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Contributions Receivable from Participants 28,069 28,271 7,470 11,618 15,402 9,884 100,714
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NET ASSETS AVAILABLE FOR BENEFITS $1,319,299 $1,329,136 $424,332 $533,021 $949,974 $234,879 $4,790,641
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</TABLE>
(A) Formerly the Putnam Daily Dividend Trust
The accompanying notes to financial statements are an integral part of this
statement.
Page 4 of 17
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Putnam Fund Putnam Putnam
for Putnam Putnam U.S. Gov't Genlyte Global
Growth & Voyager Money Market Income Common Growth
Income Fund Fund (A) Trust Stock Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
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Investment at Fair Value:
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Putnam Money Market Fund $362,030 $362,030
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Putnam U.S. Gov't Income Trust $460,901 460,901
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Putnam Fund for Growth & Income $1,083,878 1,083,878
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Putnam Voyager Fund $1,118,799 1,118,799
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Putnam Global Growth Fund $94,715 94,715
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Genlyte Common Stock $686,840 686,840
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TOTAL INVESTMENTS 1,083,878 1,118,799 362,030 460,901 686,840 94,715 3,807,163
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Contributions Receivable from Participants 26,111 26,527 7,283 11,927 14,061 5,558 91,467
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NET ASSETS AVAILABLE FOR BENEFITS $1,109,989 $1,145,326 $369,313 $472,828 $700,901 $100,273 $3,898,630
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</TABLE>
(A) Formerly the Putnam Daily Dividend Trust
The accompanying notes to financial statements are an integral part of this
statement.
Page 5 of 17
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Putnam Fund Putnam Putnam
for Putnam Putnam U.S. Gov't Genlyte Global
Growth & Voyager Money Market Income Common Growth
Income Fund Fund (A) Trust Stock Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR ................ $ 1,109,989 $ 1,145,326 $ 369,313 $ 472,828 $ 700,901 $ 100,273 $ 3,898,630
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Additions:
Contributions .................... 384,472 389,074 94,820 162,249 222,161 140,448 1,393,224
Interest & Dividend Income ....... 77,659 54,873 14,754 35,584 482 7,384 190,736
Total Additions .................... 462,131 443,947 109,574 197,833 222,643 147,832 1,583,960
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Deductions:
Benefit Payments to Participants . 149,247 216,442 65,583 61,164 98,555 22,351 613,342
Total Deductions ................... 149,247 216,442 65,583 61,164 98,555 22,351 613,342
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Realized Gain/(Loss) ............... (2,264) (8,357) 0 (5,687) 19,002 (215) 2,479
Unrealized Gain/(Loss) ............. (78,735) (37,582) 0 (41,175) 85,661 (9,255) (81,086)
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Transfer Between Funds ............. (22,575) 2,244 11,028 (29,614) 20,322 18,595 0
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NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR ...................... $ 1,319,299 $ 1,329,136 $ 424,332 $ 533,021 $ 949,974 $ 234,879 $ 4,790,641
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</TABLE>
(A) Formerly the Putnam Daily Dividend Trust
The accompanying notes to financial statements are an integral part of this
statement.
Page 6 of 17
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. DESCRIPTION OF THE PLAN
a) General Information and Contributions
The Genlyte Group Incorporated and certain of its subsidiaries
(collectively referred to herein as the "Company") adopted The Genlyte
Group Incorporated Employees' Savings Plan (the "Plan") as of July 3,
1988, as amended and restated effective January 1, 1989. The Putnam
Fiduciary Trust Company is the trustee (the "Trustee") of the securities
and other investments of the Plan. Refer to the Plan Document for more
complete information.
The Plan allows a participant to defer a portion of his or her
compensation and have such amount contributed to the Plan (the "Income
Deferral Feature"). The deferred compensation is contributed to the Plan
from the participant's "before tax" wages for federal income tax purposes.
The contribution is subject to Social Security tax and may also be subject
to state and local taxation. Under the Income Deferral Feature, a
participant may defer from 1% through 15% (in increments of 1%) of his or
her compensation, or lesser amounts as may be restricted by the Pension
and Benefits Committee (the "Committee"), subject to certain Internal
Revenue Code limitations. Such contributions are allocated to the specific
participant's investment fund accounts based upon the participant's
Page 7 of 17
<PAGE>
election. Contributions made under the Income Deferral Feature ("Salary
Deferred Contributions") are deducted from each participant's compensation
and are currently contributed by the Company to the Plan in the form of
cash. The Plan permits Salary Deferred Contributions, as elected by the
participant, to be made in whole or in part (in multiples of 10%) in any
one or more investment funds offered by the Committee, and permits a
participant to elect to transfer some or all of the assets, which were at
one time required to be invested in Genlyte common stock, to be invested
in other investment funds offered by the Committee.
The Plan, as amended and restated in 1994, authorizes the Pension &
Benefits Committee to effect loan transactions by the participants. To
date, the committee has not initiated a loan procedure. The Plan also
permits the Company to make both matching and non-matching contributions
to the Plan, at its sole discretion. As of the date hereof, the Company
has not elected to make any such contributions.
b) Participation
Eligible participants are certain employees employed by the Company for a
minimum of six (6) months on any January 1st or July 1st, as specified in
the Plan. As of December 31, 1994, there were 2,146 eligible participants
in the Plan. Of these eligible participants, 583 had elected to
participate in the Plan.
Page 8 of 17
<PAGE>
c) Plan Amendments and Termination
The Company reserves the right to amend or terminate the Plan at any time.
However, the Plan may not be amended to divert assets of the Plan for
purposes other than the exclusive benefit of the participants, their
beneficiaries and estates or, except for amendments required in connection
with Internal Revenue Service ("IRS") rulings, to reduce amounts
previously credited to the accounts of participants. In November, 1994,
the Plan was amended and restated retroactive to January 1, 1989 in order
to comply with changes mandated by the Tax Reform Act of 1986 (TRA '86).
The restated plan has been filed with the IRS for approval.
d) Vesting
All amounts allocated to participant accounts pursuant to the Income
Deferral Feature of the Plan are fully vested at all times. Company
matching and non-matching contributions, if made in any subsequent year,
will become vested at the rate of 20% per year of service following the
completion of three (3) years of service.
e) Distributions
Generally, distributions can only be made from the Plan upon termination
of employment (i.e., death, retirement, or other separation from service)
in the form of lump sum payments. However, distributions can be made to
participants while still employed from contributions made pursuant to the
Income Deferral Feature only if they have reached age 59 1/2 or in the
event of "financial hardship". A financial hardship is defined as an
immediate and serious financial need of the participant. The amount which
Page 9 of 17
<PAGE>
can be withdrawn due to financial hardship cannot exceed the amount
required to meet the financial hardship, and no amount can be withdrawn if
the needed funds are reasonably available from other resources. The Plan
lists the specific criteria for determining if a hardship exists.
Distributions are made in cash and/or Genlyte common stock.
f) Plan Investments
At December 31, 1994, the investments of the Plan consist of the Putnam
Money Market Fund (formerly the Putnam Daily Dividend Trust), the Putnam
U.S. Government Income Trust, the Putnam Fund for Growth and Income, the
Putnam Voyager Fund, and the Putnam Global Growth Fund, all managed by the
Trustee, and Genlyte common stock.
The Putnam Money Market Fund is a fund investing in money market
instruments. The Putnam U.S. Government Income Trust invests exclusively
in securities backed by the full faith and credit of the United States
government. The Putnam Fund for Growth and Income invests primarily in
common stocks and is designed for investors seeking a diversified
portfolio offering the opportunity for growth while providing current
income. The Putnam Voyager Fund seeks capital appreciation, primarily from
a portfolio of common stocks. This Fund may borrow money to purchase
additional portfolio securities. The Putnam Global Growth Fund is designed
for investors seeking potential above-average capital growth through a
globally diversified portfolio of common stocks.
Page 10 of 17
<PAGE>
As of December 31, 1994 and 1993, the following investments at fair market
value represent 5 (five) percent or more of the net assets available for
benefits:
1994 1993
---- ----
Putnam Voyager Fund $1,300,865 $1,118,799
Putnam Fund for Growth & Income 1,291,230 1,083,878
Genlyte Common Stock 934,572 686,840
Putnam U.S. Government Income Trust 521,403 460,901
Putnam Money Market Fund 416,862 362,030
Putnam Global Growth Fund 224,995 94,715
g) Allocation of Investment Income
On a daily basis, each participant's account is adjusted to reflect the
Plan's investment income and increases and decreases in the fair market
value of the assets held in the Plan.
h) Plan Expenses
The Company may elect to pay all expenses, including administrative
expenses, of the Plan. Any expenses not borne by the Company will be paid
by the Trustee and borne by the Plan. The Plan did not incur any expenses
for 1994.
2. ACCOUNTING POLICIES
The financial statements have been prepared using the accrual basis of
accounting. Investments are reflected in the Statements of Net Assets
Available for Benefits at market value, based upon readily available
market quotations, or as determined in good faith by the Trustee. The
purchase and sale of investments are recorded on a trade date basis.
Page 11 of 17
<PAGE>
Unrealized appreciation is the difference between the cost of investments
and the current market value of investments. The increase (decrease) in
unrealized appreciation represents the change in unrealized appreciation
between the beginning and end of each year. In accordance with the
Department of Labor Rules and Regulations, the realized gain (loss) on
sale of investments is calculated based upon the comparison of selling
price to fair value of the investment at the beginning of the year. If the
investment was acquired during the year, realized gain (loss) on sale of
investments is calculated based upon comparison of selling price of the
investment to purchase cost.
3. TAX STATUS
By letter dated August 13, 1990, the IRS determined that the Plan is
qualified and tax exempt under the provisions of Section 401(a) of the
Internal Revenue Code. The Company has filed a request with the IRS for a
favorable determination letter with respect to the 1994 amendment and
restatement of the Plan effective January 1, 1989. This change was
required in order to comply with the TRA '86. Since its inception, the
Plan has been administered in accordance with the provisions of the TRA
'86 and other applicable laws. The Plan administrator and its tax counsel
do not anticipate that changes in the Plan after the IRS determination
letter will affect the qualified and tax-exempt status of the Plan and the
Trust, respectively. Accordingly, no provision for federal income tax has
been made in the accompanying financial statements.
Page 12 of 17
<PAGE>
4. ADDITIONAL INFORMATION
The Plan conducted no transactions of a prohibited nature with known
parties-in-interest and had no lease commitments, loans, leases or fixed
income obligations in default, or deemed uncollectible, as defined by the
Employee Retirement Income Security Act of 1974, during the year ended
December 31, 1994.
Page 13 of 17
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SCHEDULE I
EIN 22-2584333
PN #018
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
IRS FORM 5500 ITEM 27a
AS OF DECEMBER 31, 1994
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Description of # of Current
Identity of Issue Investment Units/Shares Cost Value
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Genlyte Common Stock* .... Common Stock 219,899 $1,256,058 $ 934,572
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Putnam Fund for Growth
& Income*............... Equity Fund 101,512 $1,332,608 $1,291,230
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Putnam Voyager Fund*...... Equity Fund 112,922 $1,212,159 $1,300,865
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Putnam U.S. Government
Income Trust*........... Bond Fund 42,773 $ 571,901 $ 521,403
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Putnam Money Market
Fund (A)* .............. Money Market Fund 416,862 $ 416,862 $ 416,862
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Putnam Global Growth Fund* Equity Fund 24,403 $ 225,133 $ 224,995
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Total Assets Held for
Investment Purposes ... $5,014,721 $4,689,927
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* Related-Party Transaction
(A) Formerly the Putnam Daily Dividend Trust
The accompanying notes are an integral part of this schedule.
Page 14 of 17
<PAGE>
SCHEDULE II
EIN 22-2584333
PN #018
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
IRS FORM 5500 ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1994
SINGLE TRANSACTIONS
NONE
SERIES OF TRANSACTIONS IN SAME SECURITY
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Number Identity
of of Party Asset Purchase Selling Cost of Net Gain/
Transactions Involved Description Price Price Asset (Loss)
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Putnam Fund for
37* Putnam Growth & Income $467,741 ---- $467,741 ----
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Putnam
39* Putnam Voyager Fund 476,491 ---- 476,491 ----
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Putnam
68* Putnam Voyager Fund ---- $246,743 220,358 $26,385
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Putnam US Gov't
36* Putnam Income Trust 200,059 ---- 200,059 ----
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Genlyte
24* Various Common Stock 251,126 ---- 251,126 ----
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Genlyte
65* Various Common Stock ---- 106,716 141,668 (34,952)
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There were no lease rentals or material expenses incurred with the
transactions listed above. Additionally, the purchase price and selling
price of these assets approximates their current value on the transaction
date.
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* Related-Party Transactions
The accompanying notes are an integral part of this schedule.
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Page 15 of 17
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension
and Benefits Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
(Registrant)
By: /s/Neil M. Bardach
-------------------
Neil M. Bardach
Vice President & Chief Financial Officer
Pension and Benefits Committee Member
DATED: June 26, 1995
Page 16 of 17
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EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE PENSION AND BENEFITS COMMITTEE OF THE GENLYTE GROUP INCORPORATED:
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into Genlyte's previously filed
Registration Statement on Form S-8 (File No.'s 33-30722 and 33-27190).
/s/ ARTHUR ANDERSEN LLP
New York, New York
June 23, 1995
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