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Rule 424(b)(3)
Registration No. 33-40222
MAGNETEK, INC.
This Prospectus relates to 1,149,429 shares of Common Stock, par value
$.01 per share ("Common Stock"), of MagneTek, Inc. (the "Company") which may be
offered for sale from time to time by Messrs. Andrew G. Galef and Frank Perna,
Jr., and certain related persons and entities (collectively the "Selling
Stockholders"). This Prospectus is a prospectus supplement which supplements
and restates in its entirety the prospectus dated May 14, 1991, filed as part of
the Company's Registration Statement on Form S-3, File No. 33-40222.
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company has
agreed to pay all of the expenses of the offering of the Securities, estimated
to be approximately $40,000.
See "Special Factors" for certain considerations relevant to an
investment in the Securities.
The Common Stock is listed on the New York Stock Exchange (Symbol:
MAG).
____________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
_______________________________
The date of this Prospectus is February 11, 1994.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 500 West Madison Street, Room
1400, Chicago, Illinois 60606 and at the Jacob K. Javits Federal Building,
75 Park Place, New York, New York 10278. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"), covering the Securities covered by this
Prospectus. This Prospectus omits certain information and exhibits included in
that Registration Statement, copies of which may be obtained upon payment of a
fee prescribed by the Commission or may be examined free of charge at the
principal office of the Commission in Washington, D.C.
The Company's Common Stock is listed on the New York Stock Exchange
(Symbol: MAG), and reports and information concerning the Company can be
inspected at such exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus: (i) the Annual Report on Form 10-K for the fiscal year ended
June 27, 1993, including pages F1 through F26 of the Company's 1993 Annual
Report to Shareholders and the portions of the Company's Proxy Statement dated
October 1, 1993 incorporated by reference in such Annual Report on Form 10-K;
(ii) the Quarterly Report on Form 10-Q for the quarterly period ending
September 30, 1993; (iii) the Current Reports on Form 8-K dated September 28,
1993, October 27, 1993 and January 6, 1994; (iv) the Registration Statements on
Form 8-A filed April 21, 1989 and November 16, 1993; and (v) all documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all
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Securities offered hereby have been sold or which deregisters all Securities
then remaining unsold. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to MagneTek, Inc., Attention: General Counsel, 11150 Santa Monica
Boulevard, Los Angeles, California 90025, telephone number (310) 473-6681.
THE COMPANY
MagneTek manufactures and markets a diverse group of electrical
equipment products. As used herein, unless the context indicates otherwise, the
"Company" and "MagneTek" refer to MagneTek, Inc., a Delaware corporation, and
its subsidiaries. The Company was organized in 1984. The Company's principal
executive offices are located at 11150 Santa Monica Boulevard, 15th Floor,
Los Angeles, California 90025, and its telephone number is (310) 473-6681.
Additional information regarding the Company is set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended June 27, 1993 (which is
incorporated herein by reference).
SPECIAL FACTORS
Prospective investors should consider carefully, in addition to the
other information contained in and incorporated into this Prospectus, the
following factors before purchasing the Securities offered hereby.
LEVERAGE
As of December 31, 1993, the Company had long-term debt, including
current portion, of approximately $525.9 million. This leverage increases the
Company's sensitivity to fluctuations in operating income.
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SELLING STOCKHOLDERS
Of the Securities offered hereby, an aggregate of 791,679 shares are
held either by Andrew G. Galef, Frank Perna, Jr., or by entities they
respectively control and an aggregate of 357,750 shares represent shares of
Common Stock issuable to Mr. Perna upon the exercise of outstanding options, as
set forth below. Mr. Galef has been the Chairman of the Board since 1984 and is
currently serving as Chief Executive Officer of the Company. Mr. Perna has been
a Director of the Company since 1985 and was the Company's President and Chief
Executive Officer until 1993.
<TABLE>
<CAPTION>
Number of Shares
Name Owned and Offered Hereby
- ---- ------------------------
<S> <C>
Andrew G. Galef 76,954 (1)
Frank Perna, Jr. 357,750 (2)
Century City Equities, a 190,000 (3)
California Limited Partnership
Century Income Associates, L.P., 325,000 (4)
a California Limited Partnership
National Financial Associates, a 199,725 (5)
California Limited Partnership
<FN>
_______________________
(1) These shares are owned by Mr. Galef as trustee of a revocable inter vivos
trust. In addition to these shares, Mr. Galef beneficially owns options to
purchase 92,750 shares of Common Stock, which shares are registered on the
Company's Registration Statement Form S-3 filed in 1989, Commission File
No.33-31932 (the "1989 S-3"). Following completion of the offerings
contemplated by the 1989 S-3 and hereby, unless Mr. Galef acquires additional
shares or options, he will have disposed of all of his shares of Common Stock.
(2) This represents the shares of Common Stock issuable upon the exercise of
options to purchase an aggregate of 357,750 shares of Common Stock. An
aggregate of 326,500 of such options have vested as of the date hereof.
Mr. Perna also beneficially owns 367,625 shares of Common Stock, which shares
are registered on the 1989 S-3. Additionally, Mr. Perna holds options to
purchase an aggregate of 345,000 shares of Common Stock which are registered
for sale on the Company's
</TABLE>
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<TABLE>
<S> <C>
Registration Statements on Form S-8, as amended, Commission File Nos. 33-31439
and 33-44519.
(3) Mr. Galef has voting power over the Common Stock held by this Partnership.
Mr. Galef's living trust and certain family members (including trusts) are
entitled to approximately 99% of the profits of this Partnership; however,
dispositive power over the Common Stock held by this Partnership is shared by
the foregoing persons with the UCLA Foundation. The shares held by this
Partnership were previously held by the inter vivos trust referred to in
Note (1) above.
(4) Mr. Galef has voting power over the Common Stock held by this Partnership.
Partnerships controlled by Mr. Galef's living trust and certain family members
(including trusts) are entitled to approximately 99% of the profits of this
Partnership; however, dispositive power over the Common Stock held by this
Partnership is shared by the foregoing persons with The Galef Institute. The
shares held by this Partnership were previously held by the inter vivos trust
referred to in Note (1) above.
(5) This partnership is indirectly controlled by Mr. Perna who, together with
members of his family, owns all of the equity interests in this partnership.
</TABLE>
Pursuant to a registration rights agreement among the Company and the
Selling Stockholders, the Company has agreed to maintain the registration of the
Securities until the earliest of (i) the date which is three years after each of
Messrs. Galef and Perna have ceased to be affiliates of the Company (except
insofar as they are stockholders of the Company) and (ii) April 29, 1998. Sales
under the Registration Statement can be interrupted by the Company for a variety
of reasons. With certain exceptions, the Company is required to bear the
expenses of the registration of the Securities, but in the event Securities are
to be sold in an underwritten public offering, the Selling Stockholders will
bear all expenses of the Company exceeding $50,000. To date, expenses of the
registration of the Securities are estimated at $40,000.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Securities to or through one or
more underwriters for public offering and sale by them; through brokers, acting
as principal or agent in transactions for Common Stock on the New York Stock
Exchange; pursuant to Rule 144 promulgated under the Securities Act; or in
exchange distributions pursuant to the rules of the applicable exchanges or in
the over-the-counter market or in a combination of any such methods of sale.
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The distribution of the Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed,
or, in the case of transactions on exchanges, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders also may, from time to time,
authorize underwriters acting as their agents to offer and sell Common Stock
upon such terms and conditions as shall be set forth in any prospectus
supplement.
In connection with the sale of Common Stock, underwriters may receive
compensation in the form of discounts, concessions or omissions and discounts or
concessions may be allowed or reallowed to dealers. Dealers and brokers may
also receive commissions from the purchasers for whom they may act as agent.
The underwriters, dealers, brokers and agents participating in the
distribution of the Common Stock may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts and commissions received by
them and any profit realized by them on the resale of Common Stock may be deemed
to be underwriting discounts and commissions under the Securities Act.
LEGAL OPINION
The validity of the Common Stock will be passed upon for the Company
by Samuel A. Miley, its Vice President, General Counsel and Secretary.
Mr. Miley owns 400 shares of Common Stock and options to purchase 37,000 shares
of Common Stock.
EXPERTS
The consolidated financial statements of MagneTek, Inc. incorporated
by reference in the Company's Annual Report (Form 10-K) for the year ended June
27, 1993, have been audited by Ernst & Young, independent auditors, as set forth
in their reports included and incorporated therein and incorporated herein by
reference. Such consolidated financial statements are incorporated by reference
in reliance upon such reports and upon the authority of such firm as experts in
accounting and auditing.
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