SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 1998
Oak Industries Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-4474 36-1569000
(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification No.)
1000 Winter Street
Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 781-890-0400
Same
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On February 20, 1998, Oak Industries Inc. issued the press release filed
herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
The following financial statements, pro forma financial information and
exhibits are filed as part of this report.
(c) Exhibits
99. Press release dated February 20, 1998.
SIGNATURES
Pursuant to the requirements 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.
OAK INDUSTRIES INC.
Date: February 20, 1998 /s/ Coleman S. Hicks
---------------------------
Coleman S. Hicks
Senior Vice President and
Chief Financial Officer
Exhibit 99
FOR IMMEDIATE RELEASE Contact: Coleman S. Hicks
781-890-0400
OAK INDUSTRIES INC. ANNOUNCES PRICING OF $100 MILLION
OF 4 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2008
WALTHAM, MA, February 20, 1998 -- Oak Industries Inc. (NYSE:OAK) today
announced that it has priced its previously announced issue of $100 million
of 4 7/8% Convertible Subordinated Notes due 2008 (the "Notes"). The Notes
will be convertible into common stock of the Company at a conversion price
of $38.66 per share, representing an initial conversion premium of
approximately 27% over the closing price on February 19, 1998. The Company
may issue up to an additional $15 million of Notes to cover over-allotments
in connection with such offering.
William S. Antle III, Chairman and Chief Executive Officer of Oak
stated, "The purpose of the offering is to strengthen the Company's
financial flexibility to make strategic acquisitions by replacing
borrowings under Oak's $300 million revolving credit facility with lower-
cost debt that is convertible into equity at a premium over the present
price of Oak's common stock. We expect to use the resulting increased
borrowing capacity for such strategic acquisitions, and also for capital
expenditures and general corporate purposes."
The Notes have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from the
Securities Act's registration requirements. Oak expects to file within 90
days of the closing of the sale of the Notes a registration statement with
the Securities and Exchange Commission in connection with the offering of
the notes.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes.
Oak Industries is a leading manufacturer of highly engineered components
that it designs and sells to manufacturers and service providers in the
communications and selected other industries.
Statements in this press release that are not strictly historical are
"forward looking" statements as defined in the Private Securities
Litigation Reform Act of 1995. The actual results may differ from those
projected in the forward looking statements due to risks and uncertainties
that exist in the Company's operations and business environment, described
more fully in the Company's periodic reports filed with the Securities and
Exchange Commission, including the Company's Form 10-K filed on February
11, 1998.
