SC TO-T/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 5)

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.

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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

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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:

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



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issuer tender offer subject to Rule 13e-4.



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



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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. ý

        This Amendment No. 5 (this "Amendment") amends and supplements Items 4 and 12 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, January 3, 2008 and January 9, 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 "Terms of the Offer" is hereby amended and supplemented as follows:

On January 17, 2008, Royal Philips issued a press release announcing the results of the Offer, which expired at 12:00 midnight, New York City time, on January 16, 2008, and the satisfaction of all of the conditions to the closing of the Offer. A copy of the press release is filed as Exhibit (a)(2)(F) to the Schedule TO and is incorporated by reference.

Item 12. Exhibits.

(a)(2)(F) Press Release, issued by Royal Philips, dated January 17, 2008.

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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 17, 2008

EXHIBIT INDEX

Exhibit No.	Exhibit Name
(a)(2)(F)	Press Release, issued by Royal Philips, dated January 17, 2008.

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Item 4. Terms of the Transaction.
Item 12. Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-99.(A)(2)(F)

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Exhibit 99(a)(2)(F)

January 17, 2008

PHILIPS ANNOUNCES SATISFACTION OF TENDER OFFER CONDITIONS TO ACQUIRE GENLYTE

Amsterdam, the Netherlands—Royal Philips Electronics (NYSE:PHG, AEX:PHI) ("Philips") today announced the satisfaction of all of the conditions to the closing of the tender offer by its wholly owned subsidiary, Golf Merger Sub, Inc. ("Philips Merger Sub"), to acquire all outstanding shares of common stock of The Genlyte Group Incorporated (NASDAQ:GLYT) ("Genlyte") for $95.50 per Genlyte share, without interest and subject to any applicable withholding of taxes. One of the remaining conditions for the closing of the tender offer included receiving more than 50% of the shares tendered into the offer. As of the close of business on the January 16, 2008 expiration date of the tender offer, Philips Merger Sub had received approximately 26.5 million Genlyte shares tendered into the offer, including 1.8 million Genlyte shares tendered by guaranteed delivery, representing over 96% of the outstanding shares of Genlyte.

        Philips expects to promptly pay for all shares tendered. Following the payment for all shares tendered, Philips expects to quickly complete the merger of Philips Merger Sub with and into Genlyte, with Genlyte becoming a wholly owned subsidiary of Philips, pursuant to the "short-form" merger provisions of Delaware law without a meeting of the stockholders of Genlyte.

        Commenting on today's announcement, Theo van Deursen, Chief Executive Officer of Philips Lighting, said: "We're very pleased to announce we've met the conditions to close the tender offer to acquire Genlyte. It's a strong endorsement of Philips' plan to build on Genlyte's extensive presence in the North American lighting market to speed up the rollout of more energy efficient lighting and the introduction of new lighting technologies, like solid state lighting." Larry Powers, Chairman, President and Chief Executive Officer of Genlyte noted, "I'm very pleased that the acquisition has been completed. This merger of Philips with Genlyte will provide many exciting opportunities for our employees and enhance our ability to continue our product leadership with added emphasis on energy efficient, solid state lighting."

        Based in Louisville, Kentucky, USA, Genlyte designs, manufactures and sells lighting fixtures, controls and related products for a wide variety of applications, including solid state lighting. Just under 90% of Genlyte's 2006 revenues were related to commercial and industrial applications, with the remainder for high-end residential applications. A leader in the North American construction luminaires market, Genlyte sells to distributors and electrical wholesalers. The company's products are also promoted through architects, engineers, contractors and building owners. Genlyte employs approximately 6,700 people.

        Investors and stockholders of Genlyte are urged to read the Tender Offer Statement on Schedule TO (containing the offer to purchase, a letter of transmittal and related materials) relating to the tender offer that has been filed with the Securities and Exchange Commission (the "SEC") because it contains important information, including the various terms of, and conditions to, the tender offer. Investors and stockholders of Genlyte may obtain these and other documents regarding the tender

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offer, the merger and the related transactions filed by Philips Merger Sub and Genlyte for free from the SEC's website at www.sec.gov.

        Georgeson Inc. is the Information Agent for the tender offer and any questions or requests for assistance or free copies of the offer to purchase and the letter of transmittal may be directed to it at 199 Water Street, 26th Floor, New York, NY 10004 or by telephone toll-free at (888) 679-2871 or at (212) 440-9800 (bankers and brokers only). Goldman, Sachs & Co. is the Dealer Manager for the tender offer and can be reached at 85 Broad Street, New York, NY 10004 or by telephone toll-free at (800) 323-5678 or collect at (212) 902-1000.

        This release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell Genlyte shares, nor is it an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is made solely by means of the offer to purchase.

        For more information, please contact:

Jayson Otke
Philips Corporate Communications
Tel.: +31 20 59 77215
Email: jayson.otke@philips.com

David Wolf
Philips Corporate Communications North America
Tel: +1 917 455 7857
Email: david.l.wolf@philips.com

Raymond L. Zaccagnini
The Genlyte Group Incorporated
Tel: +1 502 420 9500
Email: rzaccagnini@genlytegroup.com

About Royal Philips Electronics

        Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering people-centric, innovative products, services and solutions through the brand promise of "sense and simplicity". Headquartered in the Netherlands, Philips employs approximately 128,100 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, as well as lifestyle solutions for personal wellbeing. News from Philips is located at www.philips.com/newscenter.

About The Genlyte Group Incorporated

        The Genlyte Group Incorporated (Nasdaq: GLYT) is a leading manufacturer of lighting fixtures, controls, and related products for the commercial, industrial and residential markets. Genlyte sells lighting and lighting accessory products under the major brand names of Alkco, Allscape, Ardee, Canlyte, Capri/Omega, Carsonite, Chloride Systems, Crescent, D'ac, Day-Brite, Gardco, Guth, Hadco, Hanover Lantern, High-Lites, Hoffmeister, Lam, Ledalite, Lightolier, Lightolier Controls, Lumec, Morlite, Nessen, Quality, Shakespeare Composite Structures, Specialty, Stonco, Strand, Thomas Lighting, Thomas Lighting Canada, Vari-Lite, Vista, and Wide-Lite.

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Forward-looking statements

        This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the merger and any expected benefits of the merger. Completion of the merger is subject to conditions, and there can be no assurance that those conditions can be satisfied or that the transactions described in this press release will completed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements in this announcement are based upon information known to Philips on the date of this announcement. Philips undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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Exhibit 99(a)(2)(F)