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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: April 29, 1998
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THE GENLYTE GROUP INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-16960 22-2584333
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2345 Vauxhall Road, Union, New Jersey 07083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 964-7000
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On April 29, 1998, The Genlyte Group Incorporated issued a press release in
the form attached hereto as Exhibit 99 containing the information set forth
therein and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Genlyte Group Incorporated has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
THE GENLYTE GROUP INCORPORATED
Dated: April 29, 1998 By: /s/ LARRY K. POWERS
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Larry K. Powers
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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99 Press release
dated April 29,
1998 issued by
the Registrant
GENLYTE GROUP AND THOMAS INDUSTRIES AGREE TO CREATE
POWERFUL NEW JOINT VENTURE
TRANSACTION BRINGS TOGETHER TWO INDUSTRY LEADERS
AND DOZENS OF PREMIER BRANDS
UNION, NJ AND LOUISVILLE, KY, APRIL 29, 1998 - The Genlyte Group Incorporated
[NASDAQ: GLYT] and Thomas Industries Inc. [NYSE: TII] today announced that their
boards of directors have unanimously approved a definitive agreement for a
transaction that creates a lighting joint venture between the two companies. The
transaction is expected to be accretive to both companies' earnings in 1999 and
beyond. Genlyte and Thomas will continue to exist as separate publicly traded
companies.
The new joint venture will combine the fourth and fifth largest companies in the
North American lighting fixture industry, creating a strong competitor with a
significant domestic market share of 13%. By uniting the highly complementary
product lines and geographical strengths of Genlyte and Thomas, the joint
venture will be better positioned to capitalize on growth opportunities.
The joint venture will have more than 5,000 employees and had combined lighting
sales in 1997 of more than $860 million. The joint venture will maintain
existing brand identifications for products of each company. Genlyte markets
under the Bronzelite, Crescent, Diamond F, ExceLine, Forecast, Hadco,
Lightolier, Lightolier Controls, Stonco and Wide-Lite brand names in the U.S.,
and the Keene-Widelite, Lightolier, Prodel, Stonco, Uniglo and CFI (Canadian
Fluorescent Industries) brands in Canada. Thomas brands include Day-Brite,
Gardco, Emco,
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Capri, Omega, McPhilben, Matrix, Electro/Connect, Lumec, Lumec-Schreder, ZED,
Starlight, C&M (Canada) and Thomas.
Under the agreement, Genlyte will contribute substantially all of its assets and
liabilities to the joint venture, which will be in the form of a limited
liability company. Thomas will contribute substantially all of its lighting
assets and related liabilities to the joint venture. Genlyte will own a 68%
interest in the joint venture and Thomas will own a 32% interest.
Larry K. Powers, President and Chief Executive Officer of Genlyte, said, "The
combined companies will have the critical mass, purchasing power and
manufacturing efficiencies to compete with other leaders in the industry. The
joint venture will have broad North American manufacturing and distribution
capabilities, a strengthened management team and will be poised to make future
strategic acquisitions. In addition, the venture will possess a number of the
leading brand names in the industry. We expect this transaction to give us the
financial strength and flexibility to continue to grow, to provide new
opportunities for employees, to better serve customers and to create value for
shareholders."
Timothy C. Brown, President, Chairman and Chief Executive Officer of Thomas,
said, "I am very excited about entering into this joint venture with Genlyte. As
stated in the past, Thomas Industries will continue to focus on its two core
businesses - Lighting, through the new joint venture, and Compressors/ Vacuum
Pumps, where we are the global leader in OEM applications. There is a strong
cultural fit between Genlyte and Thomas, and I believe that this joint venture
will provide significant benefits for employees, customers and shareholders."
The new joint venture, which is yet unnamed, will be headquartered in
Louisville, Kentucky. Mr. Brown will be named Chairman of the Management
Board and Mr. Powers will be named President and Chief Executive Officer.
Richard J. Crossland, currently Corporate Vice President of Thomas, will be
named Executive Vice President and Chief Operating Officer. The
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Management Board will consist of two current Thomas directors and four
current Genlyte directors, including Mr. Brown and Mr. Powers.
The transaction is expected to create annual synergies in excess of $30 million,
which will be fully realized by the year 2000 as a result of cost savings,
economies of scale and revenue enhancement opportunities. Mr. Powers and Mr.
Crossland emphasized that the synergies created from this partnership will be
defined over the next several months. Immediate benefits will include cost
reductions from the combined purchasing power of the two companies. As the new
joint venture structure is formed, the combined capabilities and overall
manufacturing capacity on both sides will be evaluated, and operating
consolidations may be identified. Other cost efficiencies will be realized in
freight and warehousing, product and plant rationalizations and overall
manufacturing synergies.
Both Genlyte and Thomas brands will continue to be sold through their current
separate and distinct sales organizations.
During the last four years, both Genlyte and Thomas have made significant
improvements in their operating results, and they have continued those
improvements in the first quarter of 1998. Genlyte's and Thomas' experienced
management teams have proven track records of growing sales and profitability.
The transaction is conditioned upon the approvals of shareholders of each
company and other customary closing conditions. The companies anticipate that
the transaction will be completed in the third quarter of 1998.
Donaldson, Lufkin & Jenrette Securities Corporation acted as financial advisor
to Genlyte. Salomon Smith Barney acted as financial advisor to Thomas.
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Thomas Industries, headquartered in Louisville, Kentucky, is a recognized leader
in the design and manufacture of commercial, industrial and consumer lighting
products as well as compressor and vacuum pumps primarily for global OEM
applications. The company has operations in the United States, Canada, Mexico,
South America, Europe and Asia.
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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Note to Editors: Today's news release, along with other news about Genlyte Group
and Thomas Industries, is available on the Internet at http://www.genlyte.com
and http://www.thomasind.com.
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'
filings 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.
