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 July 14, 1999.
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>
Principal Principal Shares
Name of Selling Amount of Amount of Note Shares Offered
Securityholder Notes Owned Offered Hereby Owned (1) (2) Hereby (2) (3)
------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Paloma Securities L.L.C. $2,250,000(4) $2,250,000(4) 63,505(5)(6) 58,205(6)
<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 $1,350,000 principal amount of Notes held by this Selling
Securityholder previously included in a supplement to the Prospectus dated
May 8, 1998.
(5) Includes 5,300 shares of Common Stock held beneficially by this
Selling Securityholder.
(6) Includes 40,223 Shares issuable upon conversion of $1,350,000
principal amount of Notes held by this Selling Securityholder previously
included in a supplement to the Prospectus dated May 8, 1998.
</TABLE>
Because the Selling Securityholder may, pursuant to the Prospectus,
offer all or some portion of the Notes and Shares it presently hold or,
with respect to Shares, has 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 Securityholder 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 their 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.
