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EXHIBIT 99.2
JUNO LIGHTING, INC.
OFFER TO EXCHANGE
11 7/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ALL ISSUED AND OUTSTANDING
11 7/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Juno Lighting, Inc. ("Juno) is offering, subject to the terms and
conditions set forth in the Prospectus, dated , 1999 (the
"Prospectus"), relating to the offer (the "Exchange Offer") of Juno to exchange
an aggregate principal amount of up to $125,000,000 of our 10 7/8% Series B
Senior Subordinated Exchange Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of our issued and outstanding 11 7/8% Series A
Senior Subordinated Notes due 2009 (the "Old Notes"). The Old Notes were issued
on June 30, 1999 in offerings under Rule 144A and Regulation S of the Securities
Act that were not registered under the Securities Act. The Exchange Offer is
being extended to all holders of the Old Notes in order to satisfy certain
obligations of Juno contained in the Registration Rights Agreement, dated as of
June 30, 1999, among Juno, Juno's wholly owned subsidiaries, Juno Manufacturing,
Inc., Indy Lighting, Inc., and Advanced Fiberoptic Technologies, Inc., and Banc
of America Securities LLC and Credit Suisse First Boston Corporation. The New
Notes are substantially identical to the Old Notes, except that the transfer
restrictions and registration rights applicable to the Old Notes do not apply to
the New Notes.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated , 1999;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if (a) certificates for the Old Notes are not immediately available, (b) time
will not permit the certificates for the Old Notes or other required documents
to reach the Exchange Agent before the expiration of the Exchange Offer or (c)
the procedure for book-entry transfer cannot be completed prior to the
expiration of the Exchange Offer;
4. A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with space
provided for obtaining the clients' instructions with respect to the Exchange
Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to Firstar Bank, N.A., the Exchange Agent for
the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , 1999, UNLESS THE EXCHANGE OFFER IS
EXTENDED (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). OLD NOTES TENDERED
PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE
EXPIRATION DATE.
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Unless a holder of Old Notes complies with the procedures described in the
Prospectus under the caption "-- Guaranteed Delivery Procedures," the holder
must do one of the following on or prior to the Expiration Date to participate
in the Exchange Offer:
- tender the Old Notes by sending the certificates for the Old Notes, in
proper form for transfer, a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, and all other
documents required by the Letter of Transmittal, to Firstar Bank, N.A.,
as Exchange Agent, at one of the addresses listed in the Prospectus under
the caption "-- Exchange Agent"; or
- tender the Old Notes by using the book-entry procedures described in the
Prospectus under the caption "-- Book-Entry Transfer" and transmitting a
properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or an Agent's Message instead of the
Letter of Transmittal, to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Old Notes in
the Exchange Offer, the Exchange Agent must receive a confirmation of book-entry
transfer (a "Book-Entry Confirmation") of the Old Notes into the Exchange
Agent's account at The Depository Trust Company prior to the Expiration date.
The term "Agent's Message" means a message, transmitted by the Depository Trust
Company and received by the Exchange Agent and forming a part of the Book-Entry
Confirmation, which states that The Depository Trust Company has received an
express acknowledgment from the tendering holder of Old Notes that the holder
has received and has agreed to be bound by the Letter of Transmittal.
If a registered holder of Old Notes wishes to tender the Old Notes in the
Exchange Offer, but (a) the certificates for the Old Notes are not immediately
available, (b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the Expiration Date, or
(c) the procedure for book-entry transfer cannot be completed before the
Expiration Date, a tender of Old Notes may be effected by following the
Guaranteed Delivery Procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."
Juno will, upon request, reimburse brokers, dealers, commercial banks,
trust companies and other nominees for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related documents
to the beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. Juno will pay or cause to be paid all stock transfer taxes applicable
to the exchange of Old Notes in the Exchange Offer, except as set forth in
Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Firstar
Bank, N.A., the Exchange Agent for the Exchange Offer, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
JUNO LIGHTING, INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF JUNO OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM
WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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