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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, 1998
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
4360 BROWNSBORO ROAD, SUITE 300
LOUISVILLE, KENTUCKY 40207
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<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1998 AND 1997
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
Page(s)
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Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits As
of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Benefits For the
Year Ended December 31, 1998 3
Notes to Financial Statements 4 - 7
Item 27(a) - Schedule of Assets Held for Investment
Purposes As of December 31, 1998 (Schedule I) 8
Item 27(d) - Schedule of Reportable Transactions For the
Year Ended December 31, 1998 (Schedule II) 9
<PAGE>
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, 1998 and 1997, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1998. These
financial statements and supplemental schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental 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, 1998 and 1997, and the changes in net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed 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 statement 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 than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information 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.
Louisville, Kentucky
June 28, 1999
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<TABLE>
<CAPTION>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
1998
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Participant Directed
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Putnam Fund Putnam Putnam Putnam U.S. Putnam Genlyte
for Growth Voyager Money Government Global Common
and Income Fund Market Fund Income Trust Growth Fund Stock Total
----------- ----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments: $ 4,394,477 $ 4,945,926 $ 1,041,393 $ 1,121,259 $ 1,285,834 $ 3,698,373 $16,487,262
Contributions receivable 51,463 63,038 12,622 16,471 24,873 31,230 199,697
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 4,445,940 $ 5,008,964 $ 1,054,015 $ 1,137,730 $ 1,310,707 $ 3,729,603 $16,686,959
=========== =========== =========== =========== =========== =========== ===========
1997
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Participant Directed
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Putnam Fund Putnam Putnam Putnam U.S. Putnam Genlyte
for Growth Voyager Money Government Global Common
and Income Fund Market Fund Income Trust Growth Fund Stock Total
----------- ----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments: $ 3,535,665 $ 3,477,577 $ 911,565 $ 894,646 $ 800,206 $ 3,469,689 $13,089,348
Contributions receivable 37,117 41,766 10,457 12,834 16,978 18,392 137,544
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 3,572,782 $ 3,519,343 $ 922,022 $ 907,480 $ 817,184 $ 3,488,081 $13,226,892
=========== =========== =========== =========== =========== =========== ===========
The accompanying notes to financial statements are an integral part of this statement.
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</TABLE>
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<TABLE>
<CAPTION>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant Directed
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Putnam Fund Putnam Putnam Putnam U.S. Putnam Genlyte
for Growth Voyager Money Government Global Common
and Income Fund Market Fund Income Trust Growth Fund Stock Total
----------- ----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year $ 3,572,782 $ 3,519,343 $ 922,022 $ 907,480 $ 817,184 $ 3,488,081 $13,226,892
Additions:
Employee contributions 598,502 727,397 129,748 169,079 295,299 405,951 2,325,976
Employer contributions 13,550 9,247 4,911 8,676 7,401 10,512 54,297
Interest and dividend income 385,698 333,044 48,986 64,828 37,188 3,486 873,230
Realized gain 19,483 20,130 -- 163 13,082 81,601 134,459
Unrealized gain (loss) 162,888 571,349 -- 2,538 209,484 104,691 1,050,950
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total additions 1,180,121 1,661,167 183,645 245,284 562,454 606,241 4,438,912
Deductions:
Distributions/Withdrawals 220,386 201,859 120,105 64,077 70,378 302,040 978,845
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total deductions 220,386 201,859 120,105 64,077 70,378 302,040 978,845
Transfer between funds (86,577) 30,313 68,453 49,043 1,447 (62,679) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits, end of year $ 4,445,940 $ 5,008,964 $ 1,054,015 $ 1,137,730 $ 1,310,707 $ 3,729,603 $16,686,959
=========== =========== =========== =========== =========== =========== ===========
The accompanying notes to financial statements are an integral part of these statements.
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</TABLE>
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. DESCRIPTION OF PLAN
a. GENERAL INFORMATION
The Genlyte Group Incorporated and certain of its subsidiaries
(collectively referred to herein as "Genlyte") adopted The Genlyte
Group Incorporated Employees' Savings Plan (the "Plan") as of July 3,
1988, as amended. Pursuant to an agreement entered into on April 28,
1998 between Thomas Industries, Inc. and Genlyte, Genlyte contributed
substantially all of its assets and liabilities to Genlyte Thomas Group
LLC (the "Company"), effective as of August 30, 1998. As part of these
transactions, the Company adopted and assumed the Plan, and all rights
and liabilities under the Plan, and succeeded Genlyte as the sponsor of
the Plan as of August 30, 1998. As used herein, the term "Company"
shall mean, for periods prior to August 30, 1998, Genlyte, and its
successors and assigns, and for periods on and after such date, Genlyte
Thomas and its successors and assigns. The Putnam Fiduciary Trust
Company is the trustee (the "Trustee") of the securities and other
investments of the Plan. The following description of the Plan provides
only general information. Participants should refer to the Plan
Document for a more complete description of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
b. CONTRIBUTIONS
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 pre-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 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.
The Plan also permits the Company to make both matching and
non-matching contributions to the Plan, at its sole discretion. In 1998
and 1997, the Company made non-matching contributions of $54,297 and
$52,830, respectively.
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c. PARTICIPATION
Eligible participants are certain employees employed by the Company for
a minimum of six months on any January 1 or July 1, as specified in the
Plan. As of December 31, 1998, there were 1,970 eligible participants
in the Plan. Of these eligible participants, 1,180 had elected to
participate in the Plan.
d. VESTING
Participants are immediately vested in their voluntary contributions,
plus earnings thereon, made under the Income Deferral Feature to the
Plan. Company matching and non-matching contributions plus applicable
earnings are vested at the rate of 20% per year of service following
the completion of three years of service. A participant is 100% vested
after seven years of credited service. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future Company
contributions.
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 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, 1998, the investments of the Plan consist of the Putnam
Fund for Growth and Income, the Putnam Voyager Fund, the Putnam Money
Market Fund, the Putnam U.S. Government Income Trust, and the Putnam
Global Growth Fund, all managed by the Trustee, and Genlyte common
stock.
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. The Putnam Money Market Fund is a fund
investing in money market instruments. The Putnam U.S. Government
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<PAGE>
Income Trust invests exclusively in securities backed by the full faith
and credit of the United States government. The Putnam Global Growth
Fund is designed for investors seeking potential above-average capital
growth through a globally diversified portfolio of common stocks.
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 1998.
2. SUMMARY OF ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
b. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affects the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
c. INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are stated in the Statements of Net Assets Available for
Benefits at market value, based upon readily available market
quotations. Purchases and sales of investments are recorded on a trade
date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
d. PAYMENT OF BENEFITS
Benefits are recorded when paid.
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<PAGE>
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
4. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated March 11, 1996, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with
applicable requirements of the IRC.
5. PARTY IN INTEREST TRANSACTIONS
Certain Plan investments are shares of investment funds managed by Putnam
and shares of common stock of Genlyte. While these investments may
constitute transactions with parties in interest under ERISA, they do not
constitute prohibited transactions under ERISA. Such transactions during
fiscal 1998 are disclosed in the statement of changes in net assets
available for benefits and the statement of net assets available for
benefits as of December 31, 1998.
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<TABLE>
<CAPTION>
SCHEDULE I
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
EIN 22-2584333 PLAN 018
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
- ------------------------------ ------------------------------------ ------------------- --------------------
<S> <C> <C>
* Putnam Fund for Growth and Income $ 3,703,261 $ 4,394,477
* Putnam Voyager Fund 3,571,813 4,945,926
* Putnam Money Market Fund 1,041,393 1,041,393
* Putnam U.S. Government Income Trust 1,114,351 1,121,259
* Putnam Global Growth Fund 1,108,280 1,285,834
* Genlyte Common Stock 1,672,945 3,698,373
------------------- --------------------
$ 12,212,043 $ 16,487,262
=================== ====================
* Party in Interest to the Plan.
The accompanying notes to financial statements are an integral part of this schedule.
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<CAPTION>
SCHEDULE II
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
EIN 22-2584333 PLAN 018
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
CURRENT VALUE OF
IDENTITY OF PURCHASE ASSET ON
PARTY INVOLVED DESCRIPTION OF ASSET PRICE SELLING PRICE TRANSACTION DATE NET GAIN
- ---------------- ------------------------------- ------------- --------------- ------------------- -----------
<S> <C> <C> <C> <C> <C>
Putnam Fund for Growth and Income $ 1,094,220 $ - $ 1,094,220 $ -
Putnam Fund for Growth and Income - 1,512,000 1,449,470 62,530
Putnam Voyager Fund 1,192,911 - 1,192,911 -
Putnam Voyager Fund - 1,508,952 1,428,608 80,344
Putnam Money Market - 642,182 642,182 -
Genlyte Common Stock - 1,006,153 724,280 281,873
The accompanying notes to financial statements are an integral part of this schedule.
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</TABLE>
<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 of the undersigned hereunto duly authorized.
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
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(Registrant)
By: /s/ WILLIAM G. FERKO
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William G. Ferko
Vice President & Chief Financial Officer
Pension and Benefits Committee Member
Dated June 29, 1999
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K, into The Genlyte Group Incorporated's
previously filed Registration Statement (File No. 33-27190).
/s/ ARTHUR ANDERSEN LLP
Louisville, Kentucky
June 28, 1999
