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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 30, 1998
THE GENLYTE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-16960 22-2584333
(Commission File Number) (IRS Employer Identification No.)
2345 Vauxhall Road, P.O. Box 3148
Union, New Jersey 07083-1948
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
908/964-7000
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ITEM 2. Acquisition or Disposition of Assets.
On August 30, 1998, The Genlyte Group Incorporated ("Genlyte" or
"Registrant") and Thomas Industries Inc. ("Thomas") completed the combination of
the business of the Registrant with the lighting business of Thomas ("Thomas
Lighting" or "Thomas Industries Inc. Lighting Group") through a joint venture,
in the form of a limited liability company, named Genlyte Thomas Group LLC
(f/k/a GT Lighting, LLC) (the "Company"). The Company manufactures, sells,
markets and distributes consumer, commercial, industrial and outdoor lighting
fixtures and controls. Pursuant to (i) the Master Transaction Agreement dated
April 28, 1998 by and between the Registrant and Thomas, (ii) the Limited
Liability Company Agreement of the Company dated April 28, 1998 by and among the
Registrant, Thomas and the Company, and (iii) the Capitalization Agreement dated
April 28, 1998 by and among the Company and the Registrant, the Registrant
contributed substantially all of its assets to the Company. In addition,
pursuant to the Capitalization Agreement dated April 28, 1998 by and between the
Company and Thomas and certain of its affiliates, Thomas contributed to the
Company substantially all of its assets comprising Thomas Lighting.
In exchange for the assets contributed by the Registrant to the Company,
the Registrant received a 68% interest in the Company and the Company assumed
substantially all of Registrant's liabilities. In exchange for the assets
contributed by Thomas to the Company, Thomas and certain of its affiliates
received a 32% interest in the Company, and the Company assumed certain related
liabilities. The interests in the Company issued to each of the Registrant and
Thomas were based on arms-length negotiations between the parties with the
assistance of their financial advisors. The formation of the Company and the
contribution to the Company of the assets of the Registrant and Thomas Lighting
in exchange for the Registrant's and Thomas' respective interests in the Company
and the assumption by the Company of the foregoing liabilities pursuant to the
agreements described above (the "Transaction Documents") is referred to herein
as the "Transaction."
Prior to the Transaction there were no material relationships between
Thomas and the Registrant or its affiliates, directors or officers or any
associate of any director or officer of the Registrant.
The Registrant and Thomas continue to exist as separate publicly traded
companies and their certificates of incorporation and by-laws remain unchanged.
The Registrant's assets principally consist of its 68% interest in the Company.
Thomas' assets principally consist of its compressor and vacuum pump business
and its 32% interest in the Company.
The Company is a leading manufacturer of lighting fixtures and controls for
the commercial, industrial and residential markets. The Company is
headquartered in Louisville, Kentucky, and employs more than 5,000 people.
The foregoing description of the Transaction is qualified in its entirety
by reference to the Transaction Documents which were previously filed on July
24, 1998.
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ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements required by this item are not included in this
report but shall be filed by amendment no later than 60 days after the
date on which this report is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information required by this item is not included
in this report but shall be filed by amendment no later than 60 days
after the date on which this report is required to be filed.
(c) See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GENLYTE GROUP INCORPORATED
(Registrant)
By: /s/ Larry K. Powers
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Larry K. Powers, President and
Chief Executive Officer
Dated: September 11, 1998
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EXHIBIT INDEX
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Exhibit No. Description of Document
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2.1 Master Transaction Agreement dated April 28, 1998 by and between the Registrant
and Thomas Industries Inc. ("Thomas"). (1)
2.2 Limited Liability Company Agreement of GT Lighting, LLC dated April 28, 1998 by
and among the Registrant, Thomas and Genlyte Thomas Group LLC (f/k/a GT Lighting,
LLC) (the "Company"). (1)
2.3 Capitalization Agreement dated April 28, 1998 by and between the Company and
Thomas and certain of its affiliates. (1)
2.4 Capitalization Agreement dated April 28, 1998 by and among the Company and the
Registrant. (1)
99.1 Press release, dated August 27, 1998, regarding shareholder approval.
99.2 Press release, dated August 31, 1998, regarding closing of the lighting joint venture transaction.
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(1) Incorporated herein by reference to the Current Report on Form 8-K for the
Registrant dated July 24, 1998.
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Exhibit 99.1
UNION, N.J., and LOUISVILLE, Ky., Aug. 27, 1998 -- The Genlyte Group
Incorporated (Nasdaq: GLYT) and Thomas Industries Inc. (NYSE: TII) announced
that their respective shareholders have approved today the new lighting venture
between the two companies. It is anticipated that the transaction will be
effective on August 30, 1998. The new joint venture company will be named
Genlyte Thomas Group LLC.
As previously announced, both Genlyte and Thomas will continue to exist as
separate publicly traded companies. Under the agreement, Genlyte will
contribute substantially all of its assets and liabilities to the venture, which
will be in the form of a limited liability company, and Thomas will contribute
substantially all of its lighting assets and related liabilities. Genlyte will
own a 68% interest in the venture and Thomas will own a 32% interest. Genlyte
Thomas Group LLC will be headquartered in Louisville, Kentucky.
Thomas Industries, headquartered in Louisville, Kentucky, is a recognized
leader in the design and manufacture of compressors and vacuum pumps primarily
for global OEM applications as well as commercial, industrial and consumer
lighting products. The company has operations in the United States, Canada,
Mexico, South America, Europe and Asia.
The Genlyte Group is a leading manufacturer of lighting fixtures and
controls for the commercial, industrial and residential markets. Its products
are sold under the brand names of Bronzelite, Crescent, Diamond F, Exceline,
Forecast, Hadco, Homelyter, Lightolier, Lightolier Controls, Stonco, and Wide-
Lite in the U.S. and CFI, Keene-Widelite, Lightolier, Lightolier Controls,
Prodel, Stonco and Uniglo in Canada.
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Exhibit 99.2
LOUISVILLE, Ky., Aug. 31, 1998 The Genlyte Group Incorporated (NASDAQ:
GLYT) and Thomas Industries Inc. (NYSE: TII) today announced the closing of the
lighting joint venture transaction on August 30, 1998. This transaction
combines substantially all of the assets and liabilities of Genlyte and
substantially all of the lighting assets and related liabilities of Thomas to
create Genlyte Thomas Group LLC, estimated to be the third largest lighting
fixture manufacturer in North America. Genlyte owns a 68% interest in the joint
venture and Thomas owns a 32% interest. The transaction is expected to be
accretive to both companies' earnings in 1999 and beyond.
Larry K. Powers, president and chief executive officer of both Genlyte and
Genlyte Thomas Group LLC, noted, "Genlyte Thomas Group LLC combines two
significant lighting companies into a new company which will be one of the
strongest lighting businesses in North America. We believe that this venture
will have the market share, brand strength, and financial flexibility to compete
very effectively with other leaders in the lighting industry. We believe that
these companies are really an excellent fit with each other. In addition to
complementary products, markets and sales organizations, our combined management
teams have proven track records of growing sales and improving profitability.
We are extremely excited about this new joint venture and the opportunity that
it provides."
Timothy C. Brown, chairman, president and chief executive officer of Thomas
and Chairman of the Genlyte Thomas Management Board commented, "Genlyte Thomas
now has an estimated 13% market share, which is quite significant for the
lighting fixture industry. The combined companies have a number of the leading
brand names in the industry, which will continue to be sold through separate
Thomas and Genlyte sales organizations. The strength of our brands, along with
the purchasing power and manufacturing efficiencies that we anticipate
achieving, will provide Genlyte Thomas the opportunity to grow and provide
significant benefits for employees, customers and shareholders."
The transaction is expected to create annual synergies in excess of $30
million, which are expected to be fully realized by the end of year 2000 as a
result of cost savings, economies of scale and revenue enhancement
opportunities. Benefits include cost reductions from the combined purchasing
power of the two companies. Other cost efficiencies will be realized in freight
and warehousing, product and plant rationalizations and overall manufacturing
synergies.
Both Genlyte and Thomas will continue to exist as separate publicly traded
companies. Thomas Industries will continue as a recognized global leader in the
design and manufacture of compressors and vacuum pumps primarily for OEM
applications.
Genlyte Thomas Group LLC is a leading manufacturer of lighting fixtures and
controls for the commercial, industrial and residential markets. The company is
headquartered in Louisville, Kentucky, and employs more than 5,000 people.
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The statements in this press release with respect to future results, future
expectations and plans for future activities and synergies may be regarded as
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and actual results may differ materially from
those currently expected. They are subject to various risks, such as the
ability of the companies to meet new business sales goals, fluctuations in
commodity prices, slowing of the overall economy, increased interest costs
arising from a change in the companies' leverage or change in rates, failure of
the companies' plans to produce anticipated cost savings, and the timing and
magnitude of capital expenditures, as well as other risks discussed in both
companies' filing with the Securities and Exchange Commission, including Annual
Reports and 10-Ks for the year ended December 31, 1997. The companies make no
commitment to disclose any revisions to forward-looking statements, or any
facts, events or circumstances after the date hereof that may bear upon forward-
looking statements.
