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
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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 SG Cowen
Securities Corporation 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."
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS FOR A
DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
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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.
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The date of this Prospectus Supplement is September 4, 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>
South Dakota $500,000 $500,000 12,934 12,934
Retirement System
- -----------------------
<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.
</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 Securityholder identified above
may have sold, transferred or otherwise disposed of all or a portion of its
Notes and Shares since the date on which it provided the information
regarding its Notes and Shares, in transactions exempt from the
registration requirements of the Securities Act. See "Plan of
Distribution." The Selling Securityholder 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.
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