AMENDMENT NO. 1 TO SCHEDULE 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TUEaGJk0tSgSVq0xwDJb+5N2OyGH6C+UYuTdHg67M0E15M5WOegub03Rnj/VPr3T S3XSCziem0ulyBfXe0++nQ== 0001193125-05-127541.txt : 20050620 0001193125-05-127541.hdr.sgml : 20050617 20050620090601 ACCESSION NUMBER: 0001193125-05-127541 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 GROUP MEMBERS: ABRAMS CAPITAL PARTNERS II, LP GROUP MEMBERS: DAVID C. ABRAMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JUNO LIGHTING INC CENTRAL INDEX KEY: 0000723888 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 362852993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35144 FILM NUMBER: 05904592 BUSINESS ADDRESS: STREET 1: 1300 S WOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 60017 BUSINESS PHONE: 8478279880 MAIL ADDRESS: STREET 1: 1300 S WOLF RD CITY: DES PLAINES STATE: IL ZIP: 60018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABRAMS CAPITAL LLC CENTRAL INDEX KEY: 0001112443 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 425 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 425 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Juno Lighting, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

482047206

(CUSIP Number)

Abrams Capital, LLC

Attention: David C. Abrams

222 Berkeley Street, 22^nd Floor

Boston, MA 02116

(617) 646-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 20, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 482047206		13D		Page 2 of 7 pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abrams Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

490,311

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

490,311


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,311
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – Limited Liability Company


CUSIP No. 482047206		13D		Page 3 of 7 pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abrams Capital Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

356,031

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

356,031


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,031
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 482047206		13D		Page 4 of 7 pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David C. Abrams
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

524,711

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

524,711


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 524,711
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 482047206		13D		Page 5 of 7 pages

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D as filed on May 12, 2005 (the “Schedule 13D”) with respect to the shares of Common Stock, par value $.001 per share (the “Shares”), of Juno Lighting, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as follows:

Item 4. Purpose of Transaction.

The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Since the date of the Schedule 13D, Abrams has had continuing discussions with Wachovia regarding the Proposal. Subsequently, Abrams reconfirmed its interest in proceeding with the Proposal and sent Wachovia a mark-up of the merger agreement and financing papers from two investment banks with the necessary committed financing to complete a transaction. However, the parties were unable to reach agreement on a price per share at which Abrams would acquire all the outstanding Shares and options of the Issuer. Accordingly, on June 20, 2005 Abrams withdrew the Proposal.

In connection with the foregoing, and as may be appropriate from time to time depending on the course of discussions with the Issuer or other actions taken by the Issuer, Abrams will consider the feasibility and advisability of various alternative courses of action with respect to their investment in the Issuer including, without limitation: (a) the acquisition or disposition by the Reporting Persons of additional Shares; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Abrams reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider its position, change its purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of this Item 4 of this Amendment) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in the Schedule 13D or this Amendment, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares.

Abrams intends to review its investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.


CUSIP No. 482047206		13D		Page 6 of 7 pages

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:


Exhibit A		Indication of Interest*

Exhibit B		Joint Filing Agreement*

*	Previously filed with the Schedule 13D on May 12, 2005.


CUSIP No. 482047206		13D		Page 7 of 7 pages

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.


Date: June 20, 2005	ABRAMS CAPITAL, LLC

	By:	/s/ David C. Abrams
	Name:	David C. Abrams
	Title:	Managing Member

	ABRAMS CAPITAL PARTNERS II, L.P.

	By:	Abrams Capital, LLC, its General Partner

	By:	/s/ David C. Abrams
	Name:	David C. Abrams
	Title:	Managing Member

	DAVID C. ABRAMS

	By:	/s/ David C. Abrams
		David C. Abrams

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