-----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, PzBwwlJ0FncSTR2BLCI6v2hVR4TuDbVlhY9hCFzOqUS7/4cBT5XS7HMT30MmgIU3 4FrIvvp/tMA+eR/MAlke6A== 0001047469-08-000162.txt : 20080109 0001047469-08-000162.hdr.sgml : 20080109 20080109123441 ACCESSION NUMBER: 0001047469-08-000162 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080109 DATE AS OF CHANGE: 20080109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENLYTE GROUP INC CENTRAL INDEX KEY: 0000833076 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 222584333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39753 FILM NUMBER: 08519962 BUSINESS ADDRESS: STREET 1: 10350 ORMSBY PARK PLACE STREET 2: SUITE 601 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5024209500 MAIL ADDRESS: STREET 1: 10350 ORMSBY PARK PLACE STREET 2: SUITE 601 CITY: LOUISVILLE STATE: KY ZIP: 40223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC BUSINESS PHONE: 31 20 59 77777 MAIL ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS NV DATE OF NAME CHANGE: 19910903 SC TO-T/A 1 a2182014zscto-ta.htm SC TO-T/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 4)


THE GENLYTE GROUP INCORPORATED
(Name of Subject Company (Issuer))
GOLF MERGER SUB, INC.
a wholly owned subsidiary of
PHILIPS HOLDING USA INC.
a wholly owned subsidiary of
KONINKLIJKE PHILIPS ELECTRONICS N.V.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share,
and associated preferred stock purchase rights
(Title of Class of Securities)

372302109
(CUSIP Number of Class of Securities)

Joseph E. Innamorati, Esq.
Golf Merger Sub, Inc.
1251 Avenue of the Americas
New York, NY 10020-1104
(212) 536-0641
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)

With a copy to:
Neil T. Anderson, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000

CALCULATION OF FILING FEE


Transaction Valuation*
  Amount of Filing Fee

$2,631,988,309.00   $80,802.04

*
Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of 27,560,087 outstanding shares of common stock, par value $0.01 per share, including, if any, the associated preferred stock purchase rights issued under the Rights Agreement, dated as of September 13, 1999, between The Genlyte Group Incorporated and The Bank of New York (such rights, together with the shares of the Company's common stock, the "Shares"), at a price of $95.50 per Share. The calculation of the filing fee is based on the Company's representation of its capitalization as of November 25, 2007.

ý
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $80,802.04
  Filing Party:   Golf Merger Sub, Inc.
Form or Registration No.:   Schedule TO
  Date Filed:   November 30, 2007
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which the statement relates:

      ý
      third-party tender offer subject to Rule 14d-1.

      o
      issuer tender offer subject to Rule 13e-4.

      o
      going-private transaction subject to Rule 13e-3.

      o
      amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the results of the tender offer. o




        This Amendment No. 4 (this "Amendment") amends and supplements Item 4 in the Tender Offer Statement on Schedule TO, filed on November 30, 2007 (the "Schedule TO") with the Securities and Exchange Commission by Golf Merger Sub, Inc., a Delaware corporation, and Philips Holding USA Inc., a Delaware corporation, as amended on December 19, 2007, December 28, 2007 and January 3, 2008.

        Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.


Item 4. Terms of the Transaction.

        The information set forth in the section of the Offer to Purchase entitled "Certain Conditions of the Offer" is hereby amended and supplemented as follows:

      As of January 9, 2008, the Regulatory Approvals Condition has been fully satisfied, based on all required regulatory approvals having been obtained (or waiver by Purchaser of the condition with respect to certain of such approvals).

2



SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    GOLF MERGER SUB, INC.

 

 

By:

 

/s/  
JOSEPH E. INNAMORATI      
        Name: Joseph E. Innamorati
        Title: Vice President

Dated: January 9, 2008




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SIGNATURES
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