UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE 14D9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
_______________________________
THE GENLYTE GROUP INCORPORATED
(Name of Subject Company)
THE GENLYTE GROUP INCORPORATED
(Name of Person(s) Filing Statement)
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)
_______________________________
Daniel R. Fuller
Vice President and General Counsel
The Genlyte Group Incorporated
10350 Ormsby Park Place, Suite 601
Louisville, KY 40223
(502) 420-9500
With a Copy to:
John P. Tamisiea
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
(312) 984-7657
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
o
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
This Amendment No. 2 amends and supplements Item 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed on November 30, 2007 (the Schedule 14D-9) with the Securities and Exchange Commission (the SEC), as amended and supplemented by Amendment No. 1 thereto filed with the SEC on December 11, 2007, by The Genlyte Group Incorporated, a Delaware corporation (Genlyte or the Company), relating to the offer by Golf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Philips Holding USA Inc., a Delaware corporation, to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of Genlyte, including, if any, the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of September 13, 1999, between Genlyte and The Bank of New York (such rights
together with the Common Shares, the Shares) at a purchase price of $95.50 per Share in cash, net to the seller, without interest and subject to applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer, dated November 30, 2007 and the related Letter of Transmittal.
Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9, under
Regulatory Approvals (a) United States Antitrust Compliance,
is hereby supplemented as follows:
At 11:59 p.m., New York City time, on Monday, December 17, 2007, the mandatory waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer expired.
SIGNATURE
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.
THE GENLYTE GROUP INCORPORATED
By:
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Name: Daniel R. Fuller
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Title: Vice President and General Counsel
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Dated: December 19, 2007