Schedule 13G/A

-----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, WxbuUhMKZb6ISD8rIer6Jf+l09VLElljEkFKopN4sEHlKZwjTC3lBSYd27Pev/0r qNWN3+oIKY3VU56zoiHdog== 0001193125-05-027395.txt : 20050214 0001193125-05-027395.hdr.sgml : 20050214 20050211201937 ACCESSION NUMBER: 0001193125-05-027395 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: ABRAMS CAPITAL, LLC 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35144 FILM NUMBER: 05601660 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 Partners II, L.P. CENTRAL INDEX KEY: 0001292420 IRS NUMBER: 043455023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-646-6100 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

JUNO LIGHTING, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

482047206

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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		13G		Page 2 of 8


1.		NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ABRAMS CAPITAL, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

490,311

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

490,311


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,311
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6%
12.	TYPE OF REPORTING PERSON* 00 - LIMITED LIABILITY COMPANY


CUSIP No. 482047206		13G		Page 3 of 8


1.		NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ABRAMS CAPITAL PARTNERS II, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

356,031

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

356,031


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,031
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.8%
12.	TYPE OF REPORTING PERSON PN


CUSIP No. 482047206		13G		Page 4 of 8


1.		NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVID C. ABRAMS
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

524,711

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

524,711


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 524,711
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.9%
12.	TYPE OF REPORTING PERSON IN


CUSIP No. 482047206		13G		Page 5 of 8

ITEM 1.

(a)

Name of Issuer:

Juno Lighting, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

1300 South Wolf Road, Des Plaines, Illinois 60017

ITEM 2.

(a) and (c)

Name and Domicile/Citizenship of Persons Filing:

(i) Abrams Capital, LLC, a Delaware limited liability company

(ii) David C. Abrams, a United States citizen

(iii) Abrams Capital Partners II, L.P., a Delaware limited partnership

(b)

Each of the Reporting Persons has a business address of

222 Berkeley Street, 22nd Floor, Boston, MA 02116.

(d)

Title of Class of Securities:

Common Stock, $0.001 par value

(e)

CUSIP Number:

482047206

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D 1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

(a)

Broker or Dealer registered under Section 15 of the Act

(b)

Bank as defined in section 3(a)(6) of the Act

(c)

Insurance Company as defined in section 3(a)(19) of the Act

(d)

Investment Company registered under section 8 of the Investment Company Act of 1940

(e)

Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State

(f)

Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)

(g)

A Parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G)(Note: See Item 7)

(h)

A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940

(j)

Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)


CUSIP No. 482047206		13G		Page 6 of 8



ITEM 4.	OWNERSHIP

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	ABRAMS CAPITAL, LLC*

	(a)	Amount Beneficially Owned: 490,311

	(b)	Percent of Class: 17.6%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 490,311

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 490,311

	ABRAMS CAPITAL PARTNERS II, LLC

	(a)	Amount Beneficially Owned: 356,031

	(b)	Percent of Class: 12.8%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 356,031

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 356,031

	DAVID C. ABRAMS**

	(a)	Amount Beneficially Owned: 524,711

	(b)	Percent of Class: 18.9%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 524,711

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 524,711

*	Shares reported for Abrams Capital, LLC include shares beneficially owned by Abrams Capital Partners II, L.P. (“Abrams II”) and other private investment partnerships, each of which Abrams Capital, LLC is the General Partner.

Shares reported for David C. Abrams include (i) shares beneficially owned by Abrams II and other private investment partnerships, which entities may be deemed to be controlled by Mr. Abrams, who is the Managing Member of Abrams Capital, LLC, the sole General Partner of Abrams II and such other partnerships, and (ii) shares beneficially owned by a private investment corporation, which entity may be deemed to be controlled by Mr. Abrams, who is the Managing Member of the Investment Adviser to such private investment corporation.


CUSIP No. 482047206		13G		Page 7 of 8



ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

ITEM 6		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

		Not Applicable.

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

		Not Applicable.

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

		Not Applicable.

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP

		Not Applicable.

ITEM 10.		CERTIFICATION

		By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 482047206		13G		Page 8 of 8

SIGNATURE

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

Date: February 11, 2005


ABRAMS CAPITAL, LLC

By:		/s/ David C. Abrams
		David C. Abrams, Managing Member

ABRAMS CAPITAL PARTNERS II, L.P.

By:		/s/ David C. Abrams
		David C. Abrams, Managing Member

DAVID C. ABRAMS

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

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