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 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."
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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 June 12, 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 Amount Principal Amount of Shares
Securityholder of Notes Owned Notes Offered Hereby Shares Owned(1)(2) Offered Hereby(2)(3)
- --------------- ---------------- -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Continental Assurance $4,200,000 $4,200,000 108,649 108,649
Company on Behalf
of Its Separate
Account (E)
Chase Manhattan Bank $1,700,000 $1,700,000 43,977 43,977
as Trustee of the
AMOCO Corporation
Master Trust for
Employee Pension
Plans(4)
Lipper
Convertibles, L.P. $6,000,000 $6,000,000 155,214 155,214
Lipper Offshore $3,400,000 $3,400,000 87,954 87,954
Convertibles, L.P.
- --------------------------
<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) The Chase Manhattan Bank is the administrative agent of the Company's
Credit Facility.
</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.
