PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
(To Prospectus dated May 6, 1998) Registration No. 333-50093
OAK INDUSTRIES INC.
$100,000,000 Principal Amount of 4 7/8% Convertible
Subordinated Notes due 2008
(Interest payable March 1 and September 1)
2,586,900 Shares of Common Stock
------------------------------------------
This document supplements the Prospectus dated May 6, 1998 relating to (i)
$100,000,000 aggregate principal amount of 4 7/8% Convertible Subordinated
Notes due 2008 (the "Notes") of Oak Industries Inc., a Delaware corporation
(the "Company"), and (ii) 2,586,900 shares of common stock, par value $.01
per share, (the "Common Stock") of the Company which are initially issuable
upon conversion of the Notes plus such additional indeterminate number of
shares of Common Stock as may become issuable upon conversion of the Notes
as a result of adjustments to the conversion price (the "Shares"). The
Notes and the Shares are being offered for the account of the holders
thereof. The Notes were initially acquired from the Company by Donaldson,
Lufkin and Jenrette Securities Corporation, Lehman Brothers and Cowen and
Company in February 1998 in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus Supplement is incorporated by reference into the
Prospectus, and all terms used herein shall have the meaning assigned to
them in the Prospectus. The Common Stock of the Company is traded under
the symbol "OAK."
------------------------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS
FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------------------------
The date of this Prospectus Supplement is May 22, 1998.
The following table sets forth (i) the name of each Selling Securityholder
and position, office or other material relationship, if any, with the
Company within the past three years, (ii) the amount of Notes owned by each
Selling Securityholder named herein as of the most recent date for which
the Company obtained such information from such Selling Securityholder,
(iii) the maximum amount of Notes which may be offered for the account of
such Selling Securityholder under the Prospectus, (iv) the amount of Common
Stock owned by each Selling Securityholder as of the most recent date for
which the Company obtained such information from the respective Selling
Securityholder, and (v) the number of Shares which may be offered for the
account of such Selling Securityholder under the Prospectus.
<TABLE>
<CAPTION>
Name of Selling Principal Principal Shares
Securityholder Amount of Amount of Note Shares Offered
Notes Owned Offered Hereby Owned(1)(2) Hereby(2)(3)
- --------------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Argent Classic $3,900,000 $3,900,000 100,889 100,889
Convertible Arbitrage
Fund (Bermuda) LP
R2 Investments, LDC $1,900,000 $1,900,000 49,151 49,151
Delta Airlines Master $10,000 $10,000 258 258
Trust
State Employees' $245,000 $245,000 6,337 6,337
Retirement Fund of
the State of Delaware
State of Connecticut $465,000 $465,000 12,029 12,029
Combined Investment
Funds
Partner Reinsurance $280,000 $280,000 7,243 7,243
Company, Ltd.
Chrysler Corporation $75,000 $75,000 1,940 1,940
Master Retirement Trust
Combined Insurance $500,000 $500,000 12,934 12,934
Company of America
Raytheon Company $335,000 $335,000 8,666 8,666
Master Pension Trust
Vanguard Convertible $325,000 $325,000 8,407 8,407
Securities Fund, Inc.
Lincoln National $2,040,000 $2,040,000 52,772 52,772
Convertible Securities
Fund
Weirton Trust $695,000 $695,000 17,978 17,978
Walker Art Center $265,000 $265,000 6,855 6,855
HSBC Securities Inc. $1,000,000 $1,000,000 25,869 25,869
Black Diamond $1,438,000 $1,438,000 37,199 37,199
Partners, L.P.
Black Diamond Ltd. $1,414,000 $1,414,000 36,578 36,578
Double Black Diamond $279,000 $279,000 7,217 7,217
Offshore, LDC
Highbridge Capital $112,000 $112,000 2,897 2,897
Corp.
Worldwide Transactions, $257,000 $257,000 6,648 6,648
Ltd.
BNP Arbitrage SNC $3,250,000 $3,250,000 86,874(4) 84,074
- ----------------------------
<FN>
(1) Includes the Shares into which the Notes held by such Selling Securityholder are convertible at the
Conversion Price.
(2) The Conversion Price and the number of Shares issuable upon conversion of the Notes are subject to
adjustment under certain circumstances. See "Description of Notes -- Conversion Rights." Accordingly, the
number of Shares issuable upon conversion of the Notes may increase or decrease from time to time. Fractional
shares will not be issued upon conversion of the Notes; rather, cash will be paid in lieu of fractional shares,
if any.
(3) Assumes that the full amount of Notes held by the Selling Securityholder are converted into Shares at the
Conversion Price and offered by such Shares by such Selling Securityholder pursuant to the Prospectus.
(4) Includes 2,800 shares of Common Stock held beneficially by this Selling Securityholder.
</TABLE>
Because the Selling Securityholders may, pursuant to the Prospectus, offer
all or some portion of the Notes and Shares they presently hold or, with
respect to Shares, have the right to acquire upon conversion of such Notes,
no estimate can be given as to the amount or percentage of the Notes and
Shares that will be held by the Selling Securityholders upon termination of
any such sales. In addition, the Selling Securityholders identified above
may have sold, transferred or otherwise disposed of all or a portion of
their Notes and Shares since the date on which they provided the
information regarding their Notes and Shares, in transactions exempt from
the registration requirements of the Securities Act. See "Plan of
Distribution." The Selling Securityholders may sell all, part or none of
the Notes or Shares listed above.
The Company may from time to time include additional Selling
Securityholders and information about such Selling Securityholders' plans
of distribution in future supplements to the Prospectus.
-3-
