<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the Fiscal Year Ended November 30, 1998

                    OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the Transition Period from _____ to _____

       Commission File number 0-11631

                               JUNO LIGHTING, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                           36-2852993
-------------------------------                         ------------------------
(State or other jurisdiction of                           (I.R.S. Employer
Incorporation or organization)                          Identification Number)

  1300 S. Wolf Road
  P.O. Box 5065
  Des Plaines, Illinois                                      60017-5065

Registrant's telephone number, including area code: (847) 827-9880

                       ---------------------------------

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                          Common Share Purchase Rights

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No___.
                                       
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X No__.

Aggregate market value of voting stock held by non-affiliates of the registrant,
based upon the price of the stock as reported by the National Association of
Securities Dealers Automated Quotations System, on March 15, 1999: $373,537,688

At March 15, 1999, 18,597,027 shares of common stock were outstanding.

Documents Incorporated by Reference:  None


<PAGE>   2
         The undersigned registrant hereby amends its Form 10-K for the fiscal
year ended November 30, 1998, as follows:

         PART III, Items 10-12 are hereby amended as follows:


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

INFORMATION CONCERNING DIRECTORS AND OFFICERS

         There are currently five directors on the Board of Directors ("Board")
of Juno Lighting, Inc. (the "Company"). The directors are divided into three
classes; the term of office of one class expires at each Annual Meeting of
Stockholders. The persons listed below as nominees to be elected as directors
have been recommended by the Board and, if elected, will serve for a term ending
at the 2002 Annual Meeting of Stockholders or until their successors are elected
and qualified.

         The names of the nominees, along with the names of the other directors
whose terms continue after the meeting, together with certain additional
information, are set forth below. Additional information includes business
experience during the last five years and other directorships currently held
with corporations whose securities are registered under Section 12 of the
Securities Exchange Act of 1934 and certain other corporations. To the knowledge
of the Company, there are no family relationships between any director or
executive officer and any other director or executive officer. None of the
directors has been involved in any legal proceedings of the nature described in
Item 401(f) of Regulation S-K.

NOMINEES

George M. Ball.................Age 64.  Director since 1991.
                               Term expires 1999. Member of Compensation, Stock
                                 Option and Audit Committees.
                               Business experience during the last five years:
                                 Chairman, Philpott, Ball & Co., an investment
                                 banking firm, from January, 1991 to the
                                 present.
                               Other Directorships:  B.B. Walker Company and Edo
                                 Corporation

Thomas W. Tomsovic.............Age 57. Vice President, Operations. Director 
                                 since 1986.
                               Term expires 1999.
                               Business experience during the last five years: 
                                 Vice President, Operations of the Company.
                               Other Directorships: None


                                     -2-

<PAGE>   3



OTHER DIRECTORS

Allan Coleman..................Age 73. Director since 1983.
                               Term expires 2000. Member of Compensation, Stock 
                                 Option and Audit Committees.
                               Business experience during the last five years:
                                 Chairman, Coleman International, Inc., an
                                 international trading company, from August,
                                 1994 to present; and Chairman, Coleman Cable
                                 Systems, Inc., a manufacturer of electric wire
                                 and cable, from January, 1989 to August, 1994.
                               Other Directorships: None

Robert S. Fremont..............Age 74. Chairman of the Board and Chief Executive
                                 Officer.  Director since 1976.
                               Term expires 2001. Member of Stock Option 
                                 Committee.
                               Business experience during the last five years: 
                                 Chairman of the Board and Chief Executive 
                                 Officer since December 1, 1994. President of 
                                 the Company from 1976 to November 30, 1994.
                               Other Directorships: None

Julius Lewis...................Age 67. Secretary. Director since 1983.
                               Term expires 2001. Member of Compensation, Stock 
                                 Option and Audit Committees.
                               Business experience during the last five years:
                                 Partner, Sonnenschein Nath & Rosenthal, outside
                                 legal counsel for the Company.
                               Other Directorships: None

         Information regarding the executive officers of the Company is set
forth on pages 9 and 10 in Part I of the Form 10-K filed with the Commission on
February 25, 1999, and is incorporated herein by reference.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's outstanding common
stock ("Common Stock"), to file reports of ownership and changes in ownership of
such securities with the Securities and Exchange Commission (the "SEC").
Officers, directors and greater-than-10% beneficial owners are required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of the forms furnished to the Company, and/or
written representations from certain reporting persons that no other reports
were required, the Company believes that all Section 16(a) filing requirements
applicable to its officers, directors and 10% beneficial owners during or with
respect to the year ended November 30, 1998 were met, with the exception that
Company executive officer Charles Huber reported one transaction in a 
Section 16(a) filing, that was due on April 10, 1998, three days late because of
an administrative oversight.


                                      -3-

<PAGE>   4



ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

         The following Summary Compensation Table includes individual
compensation information regarding all compensation awarded to, earned by, or
paid during the fiscal years ended November 30, 1998, 1997 and 1996 to the
Company's Chief Executive Officer, Mr. Fremont and the four other most highly
compensated executive officers in the fiscal year ended November 30, 1998 in all
capacities in which they served during the years in which they have been
executive officers.

         As reflected in the following table, Mr. Fremont and the four other
most highly paid executive officers of the Company currently participate in the
Company's 401(k) Plan. In addition, the named executives participate in, and
(except for Mr. Fremont) have received grants under, the Company's Stock Option
Plans, effective July 18, 1983 (the "1983 Stock Option Plan") and December 2,
1993 (the "1993 Stock Option Plan"). No option grants were made to any of such
named executive officers in the fiscal year ended November 30, 1998.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                SUMMARY COMPENSATION TABLE
====================================================================================================================================
                                                           Annual                                             Long-Term
                                                        Compensation                                        Compensation
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    Awards                          
Name &                                                                                             Options              All Other
Principal Position                      Year                  Salary             Bonus           (# of Shares)         Compensation
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>               <C>              <C>                   <C>
Robert S. Fremont                                                                                                                   
 Chairman of the Board                  1998                  $504,400          $    --               --               $  21,479(F2)
 and Chief Executive                    1997                   504,400               --               --                  17,504(F3)
 Officer                                1996                   504,000               --               --                  30,000(F4)
------------------------------------------------------------------------------------------------------------------------------------
Glenn R. Bordfeld                       1998                  $186,539(F5)      $23,491               --               $  12,000
 President and Chief                    1997                   176,154               --               --                   9,750
 Operating Officer                      1996                   166,346               --               --                   9,750
------------------------------------------------------------------------------------------------------------------------------------
Thomas W. Tomsovic                      1998                  $230,000          $23,491               --               $  12,000
 Vice President,                        1997                   220,000               --               --                   9,750
 Operations                             1996                   210,000               --               --                   9,750
------------------------------------------------------------------------------------------------------------------------------------
George J. Bilek                         1998                  $186,539          $23,491               --               $  12,000
 Vice President, Finance                1997                   176,154               --               --                   9,750
 and Treasurer                          1996                   165,481               --               --                   9,750
------------------------------------------------------------------------------------------------------------------------------------
Charles F. Huber                        1998                  $190,721          $23,491               --               $  12,000
 Vice President, Corporate              1997                   180,077               --               --                   9,750
 Development                            1996                   169,471               --               --                   9,750
====================================================================================================================================
</TABLE>

(F1)     Includes the Company's matching and discretionary contributions under
         the 401(k) Plan. Amounts are included without regard to vesting of any
         Company discretionary contributions.
(F2)     Includes $9,479 for miscellaneous personal expenses.

                                      -4-

<PAGE>   5


(F3)     Includes $7,754 for miscellaneous personal expenses.
(F4)     Includes $20,250 for miscellaneous personal expenses.
(F5)     Mr. Bordfeld became the Company's President and Chief Operating Officer
         on January 19, 1999.

STOCK OPTION PLAN EXERCISES AND YEAR-END VALUE TABLE

         The following table discloses, for each of the executive officers
listed, information regarding stock options exercised during, or held at the end
of, the fiscal year ended November 30, 1998 pursuant to the Company's 1983 and
1993 Stock Option Plans.

<TABLE>
<CAPTION>
                             AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
===================================================================================================================================
                                                                                                        TOTAL VALUE OF
                                                                 TOTAL NUMBER OF                 UNEXERCISED IN-THE-MONEY
                                                              UNEXERCISED OPTIONS HELD          OPTIONS HELD AT FISCAL YEAR
                      NUMBER OF                                AT FISCAL YEAR END (F1)                    (F1)(F2)
                   SHARES ACQUIRED                          -----------------------------------------------------------------------
       NAME          ON EXERCISE         Value Realized      Exercisable     Unexercisable     Exercisable        Unexercisable
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>               <C>               <C>             <C>                 <C>
R. Fremont                 --                  $0                 0                0               $0                  $0
-----------------------------------------------------------------------------------------------------------------------------------
G. Bordfeld              12,000              45,250             4,000            4,000           25,375              35,750
-----------------------------------------------------------------------------------------------------------------------------------
T. Tomsovic                --                   0              16,000            4,000           91,125              35,750
-----------------------------------------------------------------------------------------------------------------------------------
G. Bilek                   --                   0              16,000            4,000           91,125              35,750
-----------------------------------------------------------------------------------------------------------------------------------
C. Huber                   --                   0              16,000            4,000           91,125              35,750
===================================================================================================================================
</TABLE>


(F1)        All options outstanding at the end of the fiscal year ended November
            30, 1998, are incentive stock options and were granted at 100% of
            the fair market value of the Company's Common Stock on the date of
            the grant. For all such options, up to 20% of the shares covered by
            each option may be purchased commencing on the first anniversary of
            the date of the grant and the amount increases by 20% on each
            anniversary thereafter. Such options will expire at various dates
            between December 9, 2003 and October 19, 2008. For incentive stock
            options granted after December 31, 1986, the aggregate fair market
            value of Common Stock with respect to which Incentive Stock Options
            become exercisable for the first time by any individual grantee
            during any calendar year may not exceed $100,000.

(F2)        Total value of options is based on the difference between the fair
            market value of Company Common Stock of $23.375, as of November 30,
            1998, and the exercise price per share of the options.

COMPENSATION OF DIRECTORS




                                      -5-
<PAGE>   6

           Directors who are not employees of the Company are compensated at the
rate of $1,000 per Board of Directors meeting attended.


SUMMARY OF CHANGE IN CONTROL BENEFIT ARRANGEMENTS

           The Board has approved and the Company has entered into agreements
with the following named executive officers of the Company: Glenn R. Bordfeld,
Thomas W. Tomsovic, George J. Bilek and Charles W. Huber. These agreements
provide for severance and other benefits in the event of a change of control of
the Company and in the event of certain terminations of employment under
employment contracts beginning upon the change of control and ending upon six
months notice from the Company, but no earlier than December 31, 2000. Some
benefits would be provided immediately upon the change of control. Severance
benefits for termination of employment after the change of control would be
payable only if an executive's employment is terminated by the Company without
"cause" or by the executive for "good reason". For this purpose, good reason
includes material adverse changes in duties, reduction in salary, or a required
move of more than 40 miles. "Cause," for these purposes, means commission of
certain felonies, substance abuse, and serious misconduct or neglect in the
course of duties.

           At the time of a change of control, the principal benefits that would
be provided include (i) an employment contract with (A) a 5% minimum annual base
salary increase, (B) no adverse change in duties, (C) no required move of more
than 40 miles, and (D) participation in benefit and welfare plans; (ii) a
transaction bonus of $150,000; (iii) a performance bonus based on projected
operating income for the year of the change of control, prorated for the portion
of the year elapsed prior to a change of control, and multiplied by 115%; and
(iv) all unvested stock options would become vested and exercisable.

           The principal benefits that would be provided as severance benefits
upon termination by the executive for good reason or by the Company other than
for cause or disability include (i) a lump sum payment equal to the greater of
(x) six months' base salary or (y) the base salary through December 31, 2000;
(ii) a payment equal to forfeited retirement benefits, if any; and (iii)
continuation of medical, dental, life insurance, and other fringe benefits for
the greater of (x) six months or (y) until December 31, 2000. In addition, the
agreements provide reimbursement of legal fees for an executive's good faith
enforcement of the agreements, regardless of whether the executive prevails. The
benefits are capped at the maximum amount payable without triggering excise tax
under the golden parachute provisions of the Internal Revenue Code.

           In general, a "change of control" is one or more of the following
events: (i) the acquisition by any person of 20% or more of the Company Common
Stock or the shares of the Company entitled to vote representing 20% or more of
the combined voting power of all Company shares entitled to vote; (ii) the
occurrence of certain changes in the composition of the Board not approved by
the incumbent board; (iii) the stockholder approval of certain mergers or
similar transactions with respect to which the those who were the respective
beneficial owners of the Company Common Stock and shares of the Company entitled
to vote prior to such merger or transaction do not beneficially own more than
80% of, respectively, the common stock and the combined voting power of the
shares entitled to vote of the surviving corporation; or (iv) the stockholder
approval of the sale or disposition of all or substantially all of the Company's
assets.

           The foregoing is only a summary, and it is qualified in its entirety
by reference to the form of Change of Control Benefits Agreement attached hereto
as Exhibit 10.8.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION




                                      -6-
<PAGE>   7

           Mr. Fremont is a member of the Board and an executive officer of the
Company. Mr. Lewis is a Board member and an officer of the Company but not an
executive officer. Mr. Coleman and Mr. Ball are members of the Board but are not
executive officers or officers of the Company. Other than the Compensation
Committee members and Mr. Fremont, who attends meetings of the Compensation
Committee at the request of the Compensation Committee and makes recommendations
regarding the compensation level of executive officers other than himself, no
current or former officer or employee of the Company or its subsidiaries
participated in the deliberations of the Board concerning executive compensation
during the fiscal year ended November 30, 1998. Mr. Lewis is a partner of the
law firm of Sonnenschein Nath & Rosenthal, which provided legal services to the
Company in the fiscal year ended November 30, 1998, and Mr. Ball is the Chairman
of Philpott, Ball & Co., an investment banking firm which provided investment
banking services to the Company in such fiscal year.

COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE REPORTS ON EXECUTIVE 
COMPENSATION

           The Company's executive compensation policy is designed to maintain a
competitive compensation program in order to attract and retain well qualified
management and to provide management with the incentive to accomplish the
Company's financial and operating objectives. Compensation for executives
generally consists of cash compensation in the form of annual base salary and
performance-based bonuses, and long-term incentive compensation in the form of
stock options.

           The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors and, with respect to stock
options and stock appreciation rights ("SARs") under the Company's Stock Option
Plans, by the Stock Option Committee. The Stock Option Committee has four
members (consisting of the CEO and three outside directors), and in fiscal 1998
met together once. The Compensation Committee has three members (consisting of
the three outside directors), and in fiscal 1998 met once.

           In setting cash compensation levels for executive officers (including
the CEO), the Compensation Committee considers the performance of the Company
and of the individual officer, including the assumption of new duties by the
officer. While the Company's overall financial performance, particularly
operating income, is taken into account, base salaries for executive officers
are primarily determined by the Compensation Committee's subjective assessment
of the executive's individual performance. The Compensation Committee does not
set target bonuses or target performance goals in setting cash compensation
levels for executive officers.

           In addition to base salary, the Compensation Committee has an
incentive bonus plan applicable to the following officers of the Company: Thomas
W. Tomsovic, Glenn R. Bordfeld, George J. Bilek, Charles F. Huber, Scott L.
Roos, and Joel W. Chemers. The incentive bonus plan provided for the payment of
cash bonuses to these executives pursuant to a formula based on increases in
operating income of the Company. The Company paid bonuses earned in fiscal 1998
pursuant to this plan to Thomas W. Tomsovic, Glenn R. Bordfeld, George J. Bilek,
Charles F. Huber, and Joel W. Chemers.

           In determining the salary to be paid to the CEO in any fiscal year,
in addition to the factors set forth above, which are applicable to all
executive officers, the Compensation Committee also compares base salaries of
chief executive officers of other companies of similar size and engaged in
manufacturing businesses to that of the Company's CEO and considers the
performance of the Company's Common Stock. 



                                      -7-
<PAGE>   8

Some, but not all, of the companies used for salary comparison purposes are
companies listed in the NASDAQ Electrical Component Index for which cumulative
total return information is provided in the "Performance Graph" section below.
Although the Compensation Committee takes into account all of the factors
described above in determining an appropriate base salary for Mr. Fremont, it
does not engage in any particular weighing of these factors (other than the
emphasis placed on individual performance). The success of the Company in
meeting its financial goals is not one of the factors that the Compensation
Committee considers in determining the CEO's base salary. It should be noted
that Mr. Fremont does not participate in Compensation Committee discussions or
decisions regarding his compensation.

           Pursuant to the authority delegated by the Board of Directors, the
Stock Option Committee is responsible for granting and administering stock
options and SARs under the Company's Stock Option Plans. Stock options and SARs
are designed to align the interests of executives with those of the
stockholders. No member of the Stock Option Committee (including Mr. Fremont) is
eligible to receive stock options or SARs.

           Under the Company's 1993 Stock Option Plan, stock options have been
awarded to certain key employees, including the Company's executive officers.
All currently outstanding stock options were granted with an exercise price
equal to the market price of the Common Stock on the date of grant and vest over
a period of time. This approach is designed to encourage the creation of
stockholder value over the long term since the full benefit of the compensation
package generally cannot be realized unless stock price appreciation occurs over
a number of years. The Stock Option Committee determines the size of awards of
stock options and SARs to executives based on similar factors as are used to
determine base salaries.

           In addition to salary, stock options and SARs, the Company's
compensation package includes Company matching and discretionary contributions
to a 401(k) plan, medical and life insurance, and other benefits.

           Finally, the Compensation Committee reviews the possible effect on
the Company of the limitations on deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code. The Compensation Committee does not
believe that such section will be applicable to the Company in the foreseeable
future but will review the Company's compensation practices as circumstances
warrant.

           COMPENSATION & AUDIT                    STOCK OPTION COMMITTEE
             COMMITTEES

           Julius Lewis                            Robert S. Fremont
           Allan Coleman                           Julius Lewis
           George M. Ball                          Allan Coleman
                                                   George M. Ball


                                       -8-

<PAGE>   9



PERFORMANCE GRAPH

                    COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
              AMONG JUNO LIGHTING, INC., NASDAQ STOCK MARKET INDEX
                (U.S. COMPANIES) AND NASDAQ ELECTRICAL COMPONENT
                                 STOCK INDEX(F1)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                    Juno                   NASDAQ Stock                  NASDAQ Electrical
        Fiscal Year            Lighting, Inc.          Market Index (U.S.)                Component Index
-------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>                       <C>                                 <C>
          11/30/93                  100.00                    100.00                              100.00
-------------------------------------------------------------------------------------------------------------------
          11/30/94                  87.95                     100.20                              112.38
-------------------------------------------------------------------------------------------------------------------
          11/30/95                  78.88                     142.87                              207.24
-------------------------------------------------------------------------------------------------------------------
          11/30/96                  78.61                     174.91                              322.20
-------------------------------------------------------------------------------------------------------------------
          11/30/97                  99.59                     217.89                              378.58
-------------------------------------------------------------------------------------------------------------------
          11/30/98                  123.11                    267.19                              469.62
===================================================================================================================
</TABLE>

(F1)       Cumulative return assumes reinvestment of dividends. This table
           assumes $100.00 was invested in Juno Common Stock, the NASDAQ Stock
           Market Index (U.S.) and the NASDAQ Electrical Component Index on
           November 30, 1993.

The stock price performance depicted in the foregoing performance graph is not
necessarily indicative of future price performance. This performance graph shall
not be deemed to be incorporated by reference in any filing by the Company under
the Securities Act of 1933 or the Securities Exchange Act of 1934.


                                      -9-

<PAGE>   10



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

PRINCIPAL STOCKHOLDERS

           The following table sets forth, as of March 15, 1999, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person known to the Company to be the beneficial owner of more than five percent
of the outstanding shares of Common Stock.

<TABLE>
<CAPTION>
=============================================================================================================
                                                                    SHARES                                   
                                                                 BENEFICIALLY            PERCENTAGE OF
                      NAME AND ADDRESS                              OWNED             SHARES OUTSTANDING
-------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                          <C>
Harris Associates L.P.                                                                                       
Two North LaSalle Street, Suite 500                                                                          
Chicago, Illinois 60602-3790................................    1,742,700(F1)                9.37%
-------------------------------------------------------------------------------------------------------------
National Rural Electric Cooperative                                                                          
 Association                                                                                                 
4301 Wilson Blvd.                                                                                            
Arlington, Virginia 22203...................................    1,340,000(F2)                7.21%
-------------------------------------------------------------------------------------------------------------
LENS Investment Management, LLC                                                                              
1200 G Street, N.W., Suite 800                                                                               
Washington, D.C.  30005.....................................    1,214,908(F3)                6.53%
-------------------------------------------------------------------------------------------------------------
Royce & Associates, Inc., Royce Management                                                                   
Company and Charles M. Royce                                                                                 
1414 Avenue of the Americas                                                                                  
New York, New York 10019....................................     975,800(F5)                 5.25%
-------------------------------------------------------------------------------------------------------------
Bank One Corporation                                                                                         
One First National Plaza                                                                                     
Chicago, Illinois 60670.....................................     945,800(F4)                 5.09%
=============================================================================================================
</TABLE>

(F1)       Harris Associates L.P. ("Harris") beneficially owns 1,742,700 shares,
           has shared power to vote or direct the votes of such shares, has sole
           power to dispose or direct the disposition of 581,400 shares and has
           shared power to dispose or direct the disposition of 1,161,300 shares
           of which 1,085,000 shares are owned by the Oakmark Fund, an
           investment trust whereby Harris serves as investment advisor.

(F2)       National Rural Electric Cooperative Association beneficially owns
           1,340,000 shares, has sole power to vote or direct the vote and
           dispose or direct the disposition of such shares.

(F3)       LENS Investment Management, LLC ("LENS") beneficially owns 1,214,908
           shares, has sole power to vote or direct the vote and dispose or
           direct the disposition of 835,236 shares. Ram Trust Services, Inc.
           ("RAM") has sole power to vote or direct the vote and dispose or
           direct the disposition of 375,147 shares. Mr. Robert B. Holmes, a
           client of LENS, has sole power to vote or direct the vote and dispose
           or direct the disposition of

                                      -10-

<PAGE>   11



           2,800 shares. As a result of Mr. Holmes' participation in the
           management and ownership of LENS, Mr. Holmes and LENS may be deemed
           to be acting in concert and to have beneficial ownership of each
           others' shares within the meaning of Section 13(d) of the 1934
           Securities Exchange Act ("1934 Act"). Mr. John B. Goodrich, an
           employee of RAM and a client of LENS, has sole power to vote and
           dispose or direct the disposition of 1,725 shares. As a result of Mr.
           Goodrich's status as an employee of RAM and his participation in the
           ownership of RAM and in LEN'S activities relating to the shares of
           Common Stock, Mr. Goodrich and LENS may be deemed to be acting in
           concert and to have beneficial ownership of each others' shares
           within the meaning of Section 13(d) of the 1934 Act.

(F4)       Bank One Corporation ("Bank One") beneficially owns 945,800 shares
           and has sole power to vote or direct the vote of 882,250 of such
           shares. Bank One has sole power to dispose or to direct the
           disposition of 922,300 shares and shared power to dispose or to
           direct the disposition of 18,000 shares.

(F5)       Royce & Associates, Inc. ("Royce") beneficially owns 949,100 shares,
           has sole power to vote or direct the vote and dispose or to direct
           the disposition of such shares. Royce Management Company ("RMC")
           beneficially owns 26,700 shares, has sole power to vote or direct the
           vote and dispose or to direct the disposition of such shares. Mr.
           Royce may be deemed to be a controlling person of Royce and RMC, and,
           as such, may be deemed to beneficially own the shares, beneficially
           owned by Royce and RMC. Mr. Royce disclaims beneficial ownership of
           such shares.

DIRECTORS' AND EXECUTIVE OFFICERS' STOCK OWNERSHIP

       The following table sets forth, as of March 15, 1999, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
director, each of the executive officers named in the Summary Compensation Table
and all executive officers and directors as a group. The persons named hold sole
voting and investment power with respect to the shares of Common Stock listed
below, except as otherwise indicated.


                                      -11-

<PAGE>   12



<TABLE>
<CAPTION>
==========================================================================================
                                                                SHARES      PERCENTAGE
                                                             BENEFICIALLY    OF SHARES
                        NAME                                     OWNED      OUTSTANDING
==========================================================================================
<S>                                                             <C>           <C>
Robert S. Fremont (F1)...............................           619,856       3.33%
------------------------------------------------------------------------------------------
Glenn R. Bordfeld (F4)(F5)...........................            10,400         *
------------------------------------------------------------------------------------------
Thomas W. Tomsovic (F1)(F2)..........................            16,000         *
------------------------------------------------------------------------------------------
Julius Lewis (F3)....................................             4,000         *
------------------------------------------------------------------------------------------
Allan Coleman (F3)...................................             2,000         *
------------------------------------------------------------------------------------------
George M. Ball (F3)..................................             2,500         *
------------------------------------------------------------------------------------------
George J. Bilek (F4)(F6).............................            26,350         *
------------------------------------------------------------------------------------------
Charles F. Huber (F4)(F7)............................            20,800         *
------------------------------------------------------------------------------------------
All Directors and Executive Officers
    as a group (F8)..................................           703,006       3.78%
==========================================================================================
</TABLE>

(F1)       Executive Officer and Director
(F2)       Represents 16,000 shares which Mr. Tomsovic has the right to acquire
           within 60 days of March 15, 1999.
(F3)       Director
(F4)       Executive Officer
(F5)       Includes 4,000 shares which Mr. Bordfeld has the right to acquire
           within 60 days of March 15, 1999.
(F6)       Includes 16,000 shares which Mr. Bilek has the right to acquire
           within 60 days of March 15, 1999.
(F7)       Includes 16,000 shares which Mr. Huber has the right to acquire
           within 60 days of March 15, 1999.
(F8)       Includes 53,000 shares which five executive officers have the right
           to acquire within 60 days of March 15, 1999.

*          Less than 1%


                                      -12-

<PAGE>   13



                                    SIGNATURE

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 26, 1999.

                                     JUNO LIGHTING, INC.


                                     By:   /s/ George J. Bilek
                                           -------------------------------------
                                           George J. Bilek
                                           Vice President, Finance and Treasurer



                                      -13-

<PAGE>   14



                                                       EXHIBIT INDEX

EXHIBIT NO.                                             DESCRIPTION

1                     Certificate of Incorporation, as amended, of Juno
                      Lighting, Inc. filed as Exhibit 3.1 to the Company's
                      Report on Form 10-Q (SEC File No. 0-11631) for the quarter
                      ended May 31, 1987.

2                     Agreement and Plan of Recapitalization and Merger dated as
                      of March 26, 1999 among Fremont Investors I, LLC, Jupiter
                      Acquisition Corp., and the Company, which includes (i) as
                      Exhibit A thereto the form of 1999 Stock Award and
                      Incentive Plan, (ii) as Exhibit B thereto the form of
                      Amended and Restated Certificate of Incorporation of the
                      Company and (iii) as Exhibit C thereto the form of
                      Management Services Agreement between Fremont Partners,
                      L.L.C. and the Company, filed as Exhibit 2 to the
                      Company's Current Report on Form 8-K (SEC File No.
                      0-11631) filed with the Securities and Exchange Commission
                      on March 29, 1999.

3.1(a)                Amendment to Certificate of Incorporation of Juno
                      Lighting, Inc. filed as Exhibit 3.1 to the Company's
                      Annual Report on Form 10-K (SEC File No. 0-11631) for the
                      fiscal year ended November 30, 1990.

3.2                   By-Laws of Juno Lighting, Inc., as amended, filed as
                      Exhibit 3.2 to the Company's Annual Report on Form 10-K
                      (SEC File No. 0-11631) for the fiscal year ended November
                      30, 1987.

3.2(a)                Amendment to By-Laws of Juno Lighting, Inc. filed as
                      Exhibit 3.1 to the Company's quarterly report on Form 10-Q
                      (SEC File No. 0-11631) for the quarter ended May 31, 1991.

10.1                  Juno Lighting, Inc. 1993 Stock Option Plan, as amended,
                      filed as Exhibit 10.1 to the Company's quarterly report on
                      Form 10-Q (SEC File No. 0-11631) for the quarter ended May
                      31, 1994.

10.2                  Loan Agreement dated as of December 1, 1991 by and between
                      Juno Lighting, Inc. and the Indiana Development Finance
                      Authority. Filed as Exhibit 10.1 to the Company's Annual
                      Report on Form 10-K (SEC File No. 0-11631) for the fiscal
                      year ended November 30, 1992.

10.2(a)               Trust Indenture dated as of December 1, 1991 by and
                      between the Indiana Development Finance Authority and
                      First Wisconsin Trust Company, as Trustee, with respect to
                      Industrial Development Revenue Bonds, Series 1991 (Juno
                      Lighting, Inc. Project). Filed as Exhibit 10.1(a) to the
                      Company's Annual Report on Form 10-K (SEC File No.
                      0-11631) for the fiscal year ended November 30, 1992.

10.3(a)               Agreement among Juno Lighting, Inc., the City of Des
                      Plaines and American National Bank and Trust Company of
                      Chicago. Filed as Exhibit 10.1 to the Company's
                      Registration Statement on Form S-1, made effective
                      September 1, 1983 (Registration No. 2-85267).

10.4                  Juno Lighting, Inc. 1983 Stock Option Plan, as amended,
                      filed as Exhibit 10.1 to the Company's Annual Report on
                      Form l0-K (SEC File No. 0-11631) for the fiscal year ended
                      November 30, 1983.


                                      -14-

<PAGE>   15




10.4(a)               First Amendment to the Juno Lighting, Inc. 1983 Stock
                      Option Plan dated April 9, 1986, filed as Exhibit 10.2(a)
                      to the Company's Annual Report on Form 10-K (SEC File No.
                      0-11631) for the fiscal year ended November 30, 1986.

10.4(b)               Third Amendment to the Juno Lighting, Inc. 1983
                      Stock Option Plan dated May 6, 1987, filed as Exhibit
                      10.2(b) to the Company's Annual Report on Form 10-K (SEC
                      File No. 0-11631) for the fiscal year ended November 30,
                      1987.

10.4(c)               Fourth Amendment to the Juno Lighting, Inc. 1983 Stock
                      Option Plan dated September 24, 1987, filed as Exhibit
                      10.2(c) to the Company's Annual Report on Form 10-K (SEC
                      File No. 0-11631) for the fiscal year ended November 30,
                      1987.

10.4(d)               Fifth Amendment to the Juno Lighting, Inc. 1983 Stock
                      Option Plan dated December 13, 1988, filed as Exhibit
                      10.2(d) to the Company's Annual Report on Form 10-K (SEC
                      File No. 0-11631) for the fiscal year ended November 30,
                      1988.

10.5                  Agreement dated as of July 1, 1984 among Juno Lighting,
                      Inc., the City of Des Plaines, Illinois and American
                      National Bank and Trust Company of Chicago. Filed as
                      Exhibit 10.1(b) to the Company's Registration Statement on
                      Form S-1, made effective December 13, 1984 (Registration
                      No. 2-94147).

10.6                  Juno Lighting, Inc. 401(K) Plan, Amended and Restated
                      effective December 1, 1987, executed June 1, 1994.

10.6(a)               Juno Lighting, Inc. 401(K) Trust, effective December 1,
                      1985, executed June 1, 1994.

10.6(b)               Amendment to Juno Lighting, Inc. 401(K) Plan, effective
                      September 1, 1994, executed September 12, 1994.

10.7                  Juno Lighting, Inc. Rights Agreement dated as of August 3,
                      1989 between Juno Lighting, Inc. and the First National
                      Bank of Chicago, as Rights Agent, filed as Exhibit 1 to
                      the Company's Current Report on Form 8-K (SEC File No.
                      0-11631) filed with the Securities and Exchange Commission
                      on August 9, 1989.

10.7(a)               First Amendment to Juno Lighting, Inc. Rights Agreement
                      dated as of June 17, 1991 between Juno Lighting, Inc. and
                      The First National Bank of Chicago, as Rights Agent, filed
                      as Exhibit 10.5(a) to the Company's Annual Report on Form
                      10-K (SEC File No. 0-11631) for the fiscal year ended
                      November 30, 1991.

10.7(b)               Second Amendment to Juno Lighting, Inc. Rights Agreement
                      dated as of June 17, 1991 between Juno Lighting, Inc. and
                      The First Chicago Trust Company of New York, as successor
                      Rights Agent to The First National Bank of Chicago, filed
                      as Exhibit 1 to the Company's Current Report on Form 8-K
                      (SEC File No. 0-11631) filed with the Securities and
                      Exchange Commission on July 17, 1991.

10.7(c)               Third Amendment to Juno Lighting, Inc. Rights Agreement
                      dated as of March 26, 1999 between Juno Lighting, Inc. and
                      The First Chicago Trust Company, as successor Rights
                      Agent, filed as Exhibit 10.7(c) to the Company's Current
                      Report on Form 8-K (SEC File No. 0-11631) filed with the
                      Securities and Exchange Commission on March 29, 1999.

10.8                  Form of Change of Control Benefits Agreement




                                      -15-






<PAGE>   16
11.1   *              Computations of Net Income Per Common Share.

16.1                  The information has been previously reported in a Form 8
                      dated May 21, 1992 filed by the Company with the
                      Securities and Exchange Commission on May 22, 1992 (SEC
                      File No. 0- 11631).

21.1   *              Subsidiaries of the Registrant.

23.1   *              Consent of PricewaterhouseCoopers LLP.

99                    Press Release dated March 26, 1999.


* Previously filed on February 25, 1999 with the Company's Form 10-K for the
fiscal year ended November 30, 1998.

                                      -16-