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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
for the fiscal year ended December 31, 1999
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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, 1999 AND 1998
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Table of Contents
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Page(s)
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Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available
for Benefits For the Year Ended December 31, 1999
3
Notes to Financial Statements and Schedule 4 - 7
Item 4(i) - Schedule of Assets Held for
Investment Purposes As of December 31, 1999 (Schedule I) 8
<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, 1999 and 1998, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1999. These financial
statements and supplemental schedule referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes (Schedule I) is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
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 schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Louisville, Kentucky
June 14, 2000
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Statements of Net Assets Available for Benefits
AS OF DECEMBER 31, 1999 AND 1998
PARTICIPANT DIRECTED
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1999 1998
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Investments $21,342,315 $16,487,262
Contributions receivable 220,634 199,697
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Net assets available for benefits $21,562,949 $16,686,959
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The accompanying notes to financial statements and schedule are an integral part
of these statements.
2
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
FOR THE YEAR ENDED DECEMBER 31, 1999
PARTICIPANT
DIRECTED
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Net assets available for benefits, beginning of year $16,686,959
Additions:
Employee contributions 2,377,995
Employer contributions 61,360
Interest and dividend income 1,544,139
Realized gain 192,385
Unrealized gain 2,755,169
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Total additions 6,931,048
Deductions:
Distributions/Withdrawals 2,055,058
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Total deductions 2,055,058
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Net assets available for benefits, end of year $21,562,949
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The accompanying notes to financial statements and schedule are an integral part
of this statement.
3
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Notes to Financial Statements and Schedule
December 31, 1999 and 1998
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(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
1999 and 1998, the Company made non-matching contributions of
$61,360 and $54,297, respectively.
(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, 1999,
there were 2,000 eligible participants in the Plan. Of these
eligible participants, 1,209 had elected to participate in the
Plan.
4
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Notes to Financial Statements and Schedule
December 31, 1999 and 1998
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(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 591/2or 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, 1999, 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 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 1999.
(2) SUMMARY OF ACCOUNTING POLICIES-
(a) BASIS OF ACCOUNTINg--The financial statements of the Plan are
prepared under the accrual method of accounting.
5
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Notes to Financial Statements and Schedule
December 31, 1999 and 1998
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(b) USE OF ESTIMATES--The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States 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.
(3) INVESTMENTS-
Investments representing 5% or more of plan's net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
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<S> <C> <C>
Putnam Fund for Growth and Income $ 4,570,126 $ 4,394,477
Putnam Voyager 8,150,690 4,945,926
Putnam Money Market Fund 1,258,984 1,041,393
Putnam U.S. Government Income Trust 1,248,785 1,121,259
Putnam Global Growth Fund 2,476,425 1,285,834
Genlyte Common Stock 3,637,305 3,698,373
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Total $ 21,342,315 $ 16,487,262
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</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $2,947,554 as follows:
Mutual funds $ 2,450,119
Common stock 497,435
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$ 2,947,554
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(4) ACCOUNTING PRONOUNCEMENT-
The Accounting Standards Executive Committee issued Statement of Position
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters" (SOP 99-3), which eliminates
the requirement for a defined contribution plan to disclose
participant-directed investment programs. As required by SOP 99-3, the
Plan adopted SOP 99-3 for the 1999 financial statements and reclassified
certain amounts in the 1998 financial statements to eliminate the
participant-directed fund investment program disclosures.
6
<PAGE>
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
Notes to Financial Statements and Schedule
December 31, 1999 and 1998
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(5) 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.
(6) 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.
(7) 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 1999 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, 1999.
(8) SUBSEQUENT EVENTS-
Effective January 1, 2000, the Plan has been renamed as the "Genlyte
Thomas Retirement Savings and Investment Plan." In addition, the Plan has
been amended to reflect, among other things, the inclusion of all
eligible salaried employees of the Company as eligible Plan participants,
as well as certain hourly employees. An employer matching contribution
feature has been added, which credits a matching contribution equal to
50% of qualified participants salary on deferrals up to 6% of their
includable compensation (subject to all of the restrictions and
limitations set forth in the Savings Plan), for qualified participants.
The new amendments also permit as investment options under the Plan,
common stock of Thomas Industries, Inc. Lastly, the vesting schedule for
employer matching contributions and discretionary employer non-matching
contributions shall now be 10% vested in their accounts attributable to
such contributions after two Years of Service (as defined in the Savings
Plan).
7
<PAGE>
SCHEDULE I
THE GENLYTE GROUP INCORPORATED
EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: GENLYTE THOMAS GROUP
EIN 22-2584333 PLAN 018
<TABLE>
<CAPTION>
Item 4(i) - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
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IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
---------------------------- -------------------------------------- ------------------- -------------------
<S> <C> <C> <C>
* Putnam Fund for Growth and Income $ 4,405,313 $ 4,570,126
* Putnam Voyager Fund 4,818,192 8,150,690
* Putnam Money Market Fund 1,258,984 1,258,984
* Putnam U.S. Government Income Trust 1,310,929 1,248,785
* Putnam Global Growth Fund 1,587,432 2,476,425
* Genlyte Common Stock 1,649,564 3,637,305
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$ 15,030,414 $ 21,342,315
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</TABLE>
* Party in Interest to the Plan.
The accompanying notes to financial statements and schedule are an integral part
of this schedule.
8
