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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, 1995
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
2345 Vauxhall Road, P.O. Box 3148,
Union, N.J. 07083-1948
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Page 1 of 16
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
1995 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, 1995.................................................4
Statement of Net Assets Available for Benefits
as of December 31, 1994.................................................5
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1995....................................6
Notes to Financial Statements.............................................7
Schedule I: Item 27a, Schedule of Assets Held for Investment
Purposes as of December 31, 1995..........................13
Schedule II: Item 27d, Schedule of Reportable Transactions for
the year ended December 31, 1995..........................14
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................................................................15
Consent of Independent Public Accountants................................16
Page 2 of 16
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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 as of December 31,
1995 and 1994, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995, 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 supplemental schedules
have been subjected to the auditing procedures applied in the audits 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.
ARTHUR ANDERSEN LLP
New York, New York
June 21, 1996
Page 3 of 16
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THE GENLYTE GROUP INCORPORATED
EMPLOYEE'S SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Putnam Fund Putnam Putnam
for Putnam Putnam U.S. Gov't Genlyte Global
ASSETS Growth & Voyager Money Market Income Common Growth
Investments at Fair Value: Income Fund Fund Trust Stock Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C>
Putnam Money Market Fund $501,342 $501,342
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Putnam U.S. Gov't Income Trust $696,090 696,090
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Putnam Fund for Growth & Income $2,097,465 2,097,465
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Putnam Voyager Fund $2,132,612 2,132,612
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Putnam Global Growth Fund $352,677 352,677
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Genlyte Common Stock $1,535,305 1,535,305
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TOTAL INVESTMENTS 2,097,465 2,132,612 501,342 696,090 1,535,305 352,677 7,315,491
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Contributions Receivable from Participants 26,115 27,374 7,798 9,664 12,347 8,247 91,545
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NET ASSETS AVAILABLE FOR BENEFITS $2,123,580 $2,159,986 $509,140 $705,754 $1,547,652 $360,924 $7,407,036
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The accompanying notes to financial statements are an integral part of this
statement.
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</TABLE>
Page 4 of 16
<PAGE>
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THE GENLYTE GROUP INCORPORATED
EMPLOYEE'S 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
ASSETS Growth & Voyager Money Market Income Common Growth
Investment at Fair Value: Income Fund Fund Trust Stock Fund Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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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The accompanying notes to financial statements are an integral part of this
statement.
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</TABLE>
Page 5 of 16
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THE GENLYTE GROUP INCORPORATED
EMPLOYEE'S SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<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 Trust Stock Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $1,319,299 $1,329,136 $424,332 $533,021 $949,974 $234,879 $4,790,641
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Additions:
Contributions 407,045 418,822 105,681 155,871 222,405 167,361 1,477,185
Interest & Dividend Income 134,918 114,273 24,946 44,084 0 19,915 338,136
Total Additions 541,963 533,095 130,627 199,955 222,405 187,276 1,815,321
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Deductions:
Benefit Payments to Participants 178,223 216,849 82,724 84,637 109,484 26,680 698,597
Total Deductions 178,223 216,849 82,724 84,637 109,484 26,680 698,597
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Realized Gain 31,015 37,494 0 4,144 57,377 2,829 132,859
Unrealized Gain 359,033 425,491 0 43,631 518,214 20,443 1,366,812
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Transfer Between Funds 50,493 51,619 36,905 9,640 (90,834) (57,823) 0
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NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $2,123,580 $2,159,986 $509,140 $705,754 $1,547,652 $360,924 $7,407,036
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The accompanying notes to financial statements are an integral part of this
statement.
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</TABLE>
Page 6 of 16
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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, 1995
<TABLE>
<CAPTION>
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Description of # of Current
Identity of Issue Investment Units/Shares Cost Value
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<S> <C> <C> <C> <C>
Genlyte Common Stock * Common Stock 227,166 $1,297,136 $1,535,305
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Putnam Fund for Growth
& Income * Equity Fund 129,553 $1,770,372 $2,097,465
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Putnam Voyager Fund * Equity Fund 139,843 $1,626,411 $2,132,612
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Putnam U.S. Government
Income Trust * Bond Fund 52,774 $695,032 $696,090
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Putnam Money Market
Fund * Money Market Fund 501,342 $501,342 $501,342
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Putnam Global Growth Fund * Equity Fund 35,303 $333,475 $352,677
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Total Assets Held for
Investment Purposes $6,223,768 $7,315,491
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</TABLE>
* Party in Interest to the Plan
The accompanying notes are an integral part of this schedule.
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Page 13 of 16
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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, 1995
SINGLE TRANSACTIONS
NONE
SERIES OF TRANSACTIONS IN SAME SECURITY
<TABLE>
<CAPTION>
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Number Identity
of of Party Asset Purchase Selling Cost of Net
Transactions Involved Description Price Price Asset Gain
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<S> <C> <C> <C> <C> <C> <C>
Putnam Fund for
50 Putnam * Growth & Income $628,650 ---- $628,650 ----
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Putnam
57 Putnam * Voyager Fund $614,927 ---- $614,927 ----
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Putnam
54 Putnam * Voyager Fund ---- $247,133 $204,501 $42,632
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</TABLE>
* Party in Interest Transactions
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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The accompanying notes are an integral part of this schedule.
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Page 14 of 16
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
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
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
Page 7 of 16
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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, 1995, there were 1,969 eligible participants in
the Plan. Of these eligible participants, 559 had elected to participate in
the Plan.
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
Page 8 of 16
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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 Plan
Administrator received a favorable determination related to the Plan from
the IRS on March 11, 1996, subject to the adoption of a previously proposed
technical amendment to the Plan. In response to the March 11, 1996 IRS
determination letter, Amendment #1, which incorporated consolidation of
income requirements for officers and key employees who are members of the
same family, was adopted by the Pension and Benefit Committee of the Company
on April 30, 1996.
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 can be withdrawn
due to financial hardship cannot exceed the amount required to meet the
financial hardship, and no amount can be
Page 9 of 16
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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, 1995, the investments of the Plan consist of the Putnam
Money Market Fund, 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, however, at December 31, 1995, no such borrowings were
outstanding. The Putnam Global Growth Fund is designed for investors seeking
potential above-average capital growth through a globally diversified
portfolio of common stocks.
As of December 31, 1995 and 1994, the following investments at fair market
value represent 5 (five) percent or more of the net assets available for
benefits:
Page 10 of 16
<PAGE>
1995 1994
---- ----
Putnam Voyager Fund $2,132,612 $1,300,865
Putnam Fund for Growth & Income 2,097,465 1,291,230
Genlyte Common Stock 1,535,305 934,572
Putnam U.S. Government Income Trust 696,090 521,403
Putnam Money Market Fund 501,342 416,862
Putnam Global Growth Fund 352,677 224,995
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 Company paid all expenses incurred by
the Plan for 1995.
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. The purchase and sale of investments are recorded on a trade
date basis. Unrealized gain is the difference between the cost of
investments and the current market value of investments. The increase in
unrealized gain included on the Statement of Changes in Net Assets Available
for Benefits represents the change in unrealized gain between the beginning
and end of each year or between the date of purchase and the end of the
year, if purchased during the year. In accordance with the Department of
Labor Rules and
Page 11 of 16
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Regulations, the realized gain 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 on sale of investments is calculated based upon comparison of
selling price of the investment to purchase cost.
3. TAX STATUS
By letter dated March 11, 1996, the IRS determined that the Plan is
qualified and tax exempt under the provisions of Section 401(a) of the
Internal Revenue Code with respect to the 1994 amendment and restatement of
the Plan effective January 1, 1989. 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.
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, 1995.
Page 12 of 16
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<PAGE>
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 21, 1996
Page 15 of 16
EXHIBIT 23
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).
ARTHUR ANDERSEN LLP
New York, New York
June 21, 1996
Page 16 of 16
