MAGNETEK INC, DEF 14A, 1995-09-29

MAGNETEK INC
DEF 14A, 1995-09-29
MOTORS & GENERATORS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

MAGNETEK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MAGNETEK, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
26 Century Boulevard
P.O. Box 290159
Nashville, Tennessee 37229-0159

September 29, 1995

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
MagneTek, Inc. It will be held on Thursday, October 26, 1995 at 10:00 a.m., at
the Loews Vanderbilt Plaza Hotel, 2100 West End Avenue, Nashville, Tennessee
37203.

The matters on the agenda for the meeting are set forth in the attached
Notice of Annual Meeting of Stockholders. In addition to the agenda items, there
will be a report on operations and an opportunity for questions. We have also
included the Annual Report for the 1995 fiscal year.

We hope you can attend the meeting. Whether or not you can attend, it is
important that you sign, date and return your proxy as soon as possible. If you
decide to attend the meeting, you may vote in person if you desire, even if you
previously mailed your proxy card. Your vote, regardless of the number of shares
you own, is important. We urge you to indicate your approval by voting FOR the
matters indicated in the Notice.

On behalf of the Board of Directors, we thank you for your cooperation.

Sincerely,

[SIG]

Andrew G. Galef
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE>
[LOGO]
26 Century Boulevard
P.O. Box 290159
Nashville, Tennessee 37229-0159
-------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------

TO THE STOCKHOLDERS OF MAGNETEK, INC.:

Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Annual Meeting") of MagneTek, Inc. (the "Company") will be held on Thursday,
October 26, 1995, at 10:00 a.m., at the Loews Vanderbilt Plaza Hotel, 2100 West
End Avenue, Nashville, Tennessee 37203 for the following purposes:

1. To elect the Company's Board of Directors for the ensuing year to serve
until the next Annual Meeting of Stockholders and thereafter until their
respective successors are elected and have been qualified.

2. To approve the adoption of the Company's Non-Employee Director Stock
Option Plan, which provides for the automatic grant of stock options to
non-employee directors of the Company.

3. To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.

The record date for purposes of determining stockholders entitled to receive
notice of and to vote at the 1995 Annual Meeting is the close of business on
September 15, 1995. Only stockholders of record as of that time are entitled to
such notice and to vote at the Annual Meeting.

All of the Company's stockholders are invited to attend the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED ENVELOPE
PROVIDED WITH THIS NOTICE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON, EVEN
THOUGH YOU SEND IN YOUR PROXY PRIOR TO THE MEETING.

By Order of the Board of Directors,

[SIG]

Samuel A. Miley
Vice President, General Counsel and Secretary

Nashville, Tennessee
September 29, 1995
<PAGE>
[LOGO]
-------------------

PROXY STATEMENT
-----------------

ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 1995

The Board of Directors of the Company is soliciting the enclosed Proxy for
use at the 1995 Annual Meeting of Stockholders (the "Annual Meeting") of
MagneTek, Inc. (the "Company") to be held on Thursday, October 26, 1995, at
10:00 a.m., at the Loews Vanderbilt Plaza Hotel, 2100 West End Avenue,
Nashville, Tennessee 37203. This Proxy Statement was initially sent to
stockholders on or about September 29, 1995.

Shares represented by a Proxy will be voted at the Annual Meeting as
directed if it is properly executed and delivered. In the absence of
instructions, shares represented by valid Proxies will be voted in accordance
with the recommendations of the Board of Directors set forth herein. At any time
prior to the voting, a Proxy may be revoked by written notice to the Secretary
of the Company or by subsequently filing another properly executed Proxy. Any
stockholder present at the meeting may vote in person even though the
stockholder may have previously given a Proxy.

The cost of solicitation of Proxies will be paid by the Company. The Company
has retained D.F. King & Co., Inc. to aid in the solicitation of Proxies at a
fee not expected to exceed $7,000 plus reasonable disbursements. In addition to
solicitation of Proxies by use of the mail, D.F. King & Co., Inc. and directors,
officers or employees of the Company may, without additional compensation,
solicit Proxies personally, by telephone or by other appropriate means. The
Company will request banks, brokerage firms and other custodians, nominees or
fiduciaries holding shares of the common stock of the Company in their names for
others to send proxy materials and annual reports to and to obtain proxies from
their principals, and the Company will reimburse them for the reasonable
expenses incurred in doing so.

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

Voting rights are vested exclusively in holders of the Company's common
stock, par value $.01 per share ("Common Stock"). As of the close of business on
September 15, 1995, there were 24,684,017 shares (excluding 12,367 treasury
shares) of Common Stock outstanding. Each share of Common Stock outstanding on
such date is entitled to one vote on all matters. The presence of a majority of
the outstanding shares of Common Stock, either represented in person or by proxy
at the meeting, is necessary to constitute a quorum for purposes of conducting
business at the Annual Meeting.

Abstentions and broker non-votes are counted for purposes of determining the
presence of a quorum for the transaction of business. With regard to the
election of directors, votes may be cast in favor of or withheld; votes that are
withheld will be excluded entirely from the vote and will have no effect.
Abstentions may be specified on proposals other than the election of directors
and will be counted as present for purposes of the item on which the abstention
is noted. Therefore, such abstentions will have the effect of a negative vote.
Under applicable Delaware law, broker non-votes are not counted for purposes of
determining the votes cast on a proposal. To the Company's knowledge, no matters
other than those described in this Proxy Statement will be presented at the
meeting.
<PAGE>
The following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding Common Stock as of September 1, 1995
(except as otherwise indicated) by (i) each of the Company's directors, (ii)
each of the Company's executive officers named in the Summary Compensation Table
below, (iii) all current executive officers and directors of the Company as a
group, and (iv) each person believed by the Company to own beneficially more
than 5% of its outstanding shares of Common Stock. Except as otherwise indicated
below, the address of each such person is that of the Company, 26 Century
Boulevard, P.O. Box 290159, Nashville, Tennessee 37229-0159.

<TABLE>
<CAPTION>
NUMBER OF
SHARES(1) PERCENT
---------- -----------
<S> <C> <C>
J.P. Morgan & Co., Incorporated (2) 4,459,100 18.1%
60 Wall Street
New York, NY 10260
Pacific Financial Research, Inc. (3) 2,117,500 8.6
9601 Wilshire Boulevard, Suite 800
Beverly Hills, CA 90210
The Capital Group Companies, Inc. (4) 2,052,320 8.3
333 South Hope Street
Los Angeles, CA 90071
Government of Singapore Investment 1,762,000 7.1
Corporation Pte. Ltd. (5)
250 North Bridge Road
#33-00 Raffles City Tower
Singapore 0617
Ark Asset Management Co., Inc. (6) 1,437,800 5.8
One New York Plaza
New York, NY 10004
Andrew G. Galef (7) 954,704 3.9
Dewain K. Cross 5,000 *
Paul J. Kofmehl (8) 1,000 *
A. Carl Kotchian 1,000 *
Crocker Nevin (9) 49,375 *
Kenneth A. Ruck 2,000 *
Marguerite W. Sallee 1,000 *
Antonio Canova (10) 25,850 *
Brian R. Dundon (11) 253,150 1.0
Ronald W. Mathewson (12) 32,500 *
David P. Reiland (13) 160,625 *
Executive Officers and Directors 1,413,491 5.7
as a group, including those
persons named above
(18 persons) (14)
<FN>
- ---------
* Less than one percent
NOTES:

(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any security as of a given date when such person has the
right to acquire such security within 60 days after such date. Except as
indicated in the footnotes to this table and pursuant to applicable
community property laws, to the knowledge of the Company, the persons named
in this table have sole voting and investment power with respect to all
shares beneficially owned by them.
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
(2) As of December 30, 1994, according to public filings. In its public
filings, J.P. Morgan & Co., Incorporated ("J.P. Morgan") states that some
of these shares may be held by its subsidiaries; J.P. Morgan has sole
investment power with respect to all these shares and sole voting power
with respect to 3,372,000 of these shares; and the amount includes 78,400
shares that J.P. Morgan has a right to acquire.

(3) Reflects the beneficial ownership of Pacific Financial Research, Inc.
("Pacific"), as set forth in Pacific's filing with the Company of a
Schedule 13G dated February 13, 1995. The filing states that Pacific is an
investment advisor.

(4) As of February 8, 1995, according to public filings. In its public filings,
The Capital Group Companies, Inc. states that it has sole investment power
with respect to all these shares and sole voting power with respect to
1,372,700 of these shares.

(5) As of June 13, 1995, according to public filings. In its public filings,
Government of Singapore Investment Corporation Pte. Ltd. ("Singapore
Investment") states that it shares voting and dispositive power with
respect to: (i) 1,242,600 shares with the Government of Singapore
("Singapore Government") (ii) 446,300 shares with the Monetary Authority of
Singapore ("Singapore Monetary") and (iii) 73,100 shares with the Board of
Commissioners of Currency, Singapore ("Singapore Commissioners"). Ac-
cording to its public filings, Singapore Investment is an investment
manager, Singapore Government is a government, Singapore Monetary is a
central bank and Singapore Commissioners is a currency board.

(6) As of February 3, 1995, according to public filings. In its public filings,
Ark Asset Management Co., Inc. ("Ark") states it has sole investment power
with respect to all these shares and sole voting power with respect to
1,135,600 of these shares. According to its public filings, Ark is an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940.

(7) Includes 357,750 shares issuable upon exercise of options by Mr. Galef.
Also includes 325,000 shares held by a limited partnership with respect to
which Mr. Galef has sole voting and shared investment power, as to which
Mr. Galef disclaims beneficial ownership. Also includes 5,000 shares held
by Mr. Galef's spouse, as to which Mr. Galef disclaims beneficial
ownership.

(8) The shares shown for Mr. Kofmehl are held by his spouse, as to which Mr.
Kofmehl disclaims beneficial ownership.

(9) Includes 46,375 shares issuable upon exercise of options by Mr. Nevin.

(10) Includes 25,850 shares issuable upon exercise of options by Mr. Canova.

(11) Includes 123,025 shares issuable upon exercise of options by Mr. Dundon.

(12) Includes 12,500 shares issuable upon exercise of options by Mr. Mathewson.

(13) Includes 116,250 shares issuable upon exercise of options by Mr. Reiland.
Also includes 39,735 shares held in a living trust, as to which Mr. Reiland
disclaims beneficial ownership.

(14) Does not include any director nominee who is not currently a director.
Includes 596,720 shares issuable upon exercise of options by executive
officers and directors as a group, and 11,768 shares held in the MagneTek
FlexCare Plus Retirement Savings Plan (a 401(k) plan) as of June 30, 1995.
Also includes, for certain executive officers and directors, shares held by
spouses, as to which such executive officers and directors disclaim
beneficial ownership, and shares held by limited partnerships or trusts, as
to which such executive officers and directors disclaim beneficial
ownership.
</TABLE>

3
<PAGE>
DIRECTORS

The following table sets forth certain pertinent information regarding the
individuals who have been nominated by the Nominating Committee of the Board of
Directors to serve as directors of the Company. All of the individuals listed
are currently directors of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------------------------- --- ----------------------------------------
<S> <C> <C>
Andrew G. Galef............................... 62 Chairman of the Board of Directors
and Chief Executive Officer
Dewain K. Cross............................... 57 Director
Paul J. Kofmehl............................... 67 Director
A. Carl Kotchian.............................. 81 Director
Crocker Nevin................................. 72 Director
Kenneth A. Ruck............................... 60 Director
Marguerite W. Sallee.......................... 49 Director
</TABLE>

Mr. Galef has been the Chairman of the Board of Directors since July 1984
and Chief Executive Officer of the Company since September 1993. He also is the
Chairman of the Nominating Committee. He has been President of The Spectrum
Group, Inc. ("Spectrum"), a private investment and management firm, since its
incorporation in California in 1978 and Chairman and Chief Executive Officer
since 1987. Prior to the formation of Spectrum, Mr. Galef was engaged in
providing professional interim management services to companies with serious
operating and financial problems. Mr. Galef is presently a director of Warnaco,
Inc., a diversified apparel manufacturer, and its parent, The Warnaco Group,
Inc., and was formerly Chairman of Aviall, Inc., a company providing aircraft
engine refurbishment and related products and services, and Exide Corporation, a
manufacturer of automotive and industrial batteries. Mr. Galef was the Chairman
of Gran Tree Corporation when, during the 1990 fiscal year, it filed a voluntary
petition for reorganization under Federal bankruptcy law. Mr. Galef also serves
as chairman or a director of other privately held Spectrum portfolio companies.

Mr. Cross has been a Director of the Company since November 1994. He is
Chairman of the Audit Committee and a member of the Pension Committee. Mr. Cross
joined Cooper Industries, Inc. in 1966 as Manager of Taxation and subsequently
served as Director, Accounting and Taxation, Assistant Controller, and
Treasurer. Mr. Cross was appointed Vice President, Finance of Cooper Industries
in 1972 and was named Senior Vice President, Finance of Cooper Industries in
1980. Mr. Cross retired from Cooper Industries in April 1995. Mr. Cross is a
director of Wyman Gordon Co., a producer of metal components primarily used for
aerospace applications. He also served for several years as a member of the
Financial Council II of the Manufacturers' Alliance for Productivity and
Innovation, and he is a member of the American Institute of Certified Public
Accountants.

Mr. Kofmehl has been a Director of the Company since 1990. He is Chairman of
the International Operations and Pension Committees and a member of the
Compensation Committee. Mr. Kofmehl held various positions with International
Business Machines Corp. from 1955 until his retirement in 1988, most recently
serving as IBM Vice President and Group Executive, Americas Group, and as a
member of the IBM Corporate Management Board. During his career at IBM, Mr.
Kofmehl had executive responsibilities for various international sectors,
including Europe, Canada, Latin America, the Middle East and Africa.

Mr. Kotchian has been a Director of the Company since January 1986. He is a
member of the Audit, Nominating and Pension Committees. He retired as Vice
Chairman of the Board of Directors of Lockheed Corporation in 1976. Since his
retirement, Mr. Kotchian has served as a consultant to Aviall, Inc.; Daniel,
Mann, Johnson & Mendenhall; and Consolidated Equities Corporation. Mr. Kotchian
is also a director of Vard Newport.

Mr. Nevin has been a Director of the Company since July 1984. He is a member
of the Audit, Compensation and Nominating Committees. Mr. Nevin served as
Chairman and Chief Executive Officer of CF&I Steel Co. from 1985 to 1993. CF&I
Steel Co. filed a voluntary petition for reorganization under Federal bankruptcy
law in November 1990. Mr. Nevin is also a director of the BOC Group PLC.

4
<PAGE>
Mr. Ruck has been a Director of the Company since April 1994. He is a member
of the Audit and International Operations Committees. From 1988 to 1992, Mr.
Ruck was President and Chief Executive Officer of EPE Technologies, Inc., a
manufacturer of uninterruptible power supplies. He has served as a consultant to
and a director of Statordyne Corporation, a power protection manufacturing
company, since July 1993, and was recently elected Chairman of the Board and
Chief Executive Officer. Statordyne Corporation filed a voluntary petition for
reorganization under Federal bankruptcy law in August 1995. Mr. Ruck is also a
director of P.E.A.C. Corp., a specialty retail company.

Ms. Sallee has been a Director of the Company since January 1995. She is
Chairman of the Compensation Committee and a member of the Pension Committee.
Ms. Sallee is the President and Chief Executive Officer of Corporate Child Care
Management Services, which she co-founded in 1987. In 1994 Ms. Sallee was named
the first woman chairman of the Nashville Area Chamber of Commerce, and is
active in civic and business matters in Tennessee. Ms. Sallee serves as a
director of NationsBank for Tennessee and Kentucky.

Directors serve for one year and thereafter until their successors are duly
elected and qualified. Directors who are not employees of the Company receive
(i) an annual fee of $20,000, (ii) an annual fee of $3,000 for chairmanship of
each committee, (iii) $1,500 for each Board meeting attended, and (iv) $750 for
each committee meeting attended (applicable only to the chairman and members of
a given committee). Officers serve at the discretion of the Board of Directors.
Mr. Galef does not receive any directors' fees. Directors may also receive stock
appreciation rights pursuant to the 1991 Director Incentive Compensation Plan
and the 1991 Discretionary Director Incentive Compensation Plan, as described
below. If approved, the Company's Non-Employee Director Stock Option Plan will
supersede Part B of the 1991 Director Incentive Compensation Plan (as described
below).

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

MEETINGS. During fiscal year 1995,(1) the Board of Directors met in regular
or special session six times. The Audit Committee met five times, the
Compensation Committee met four times and the Pension and Nominating Committees
each met once. The International Operations Committee did not meet during fiscal
year 1995. The number of meetings includes telephonic meetings and does not
include actions taken by unanimous written consent of the members of the Board
or the Committees. Each of the Company's directors who has been nominated for
re-election (or election) attended at least 75% of the meetings of the Board of
Directors and the committees of which he is a member.

STANDING COMMITTEES. The Audit Committee monitors the Company's basic
accounting policies and the adequacy of internal controls, reviews its internal
audit and management reports and the reports of its independent auditors, and
makes recommendations regarding the appointment of its independent auditors. The
Compensation Committee reviews and approves the compensation of executive
officers and of certain key employees and generally approves grants under the
1987 Stock Option Plan of MagneTek, Inc. and the 1989 Incentive Stock
Compensation Plan of MagneTek, Inc. See "Executive Compensation" and "Report of
the Compensation Committee of the Board of Directors on Executive Compensation."
The International Operations Committee monitors the Company's international
operations and reviews and makes recommendations regarding potential foreign
acquisitions and international financings. The Nominating Committee proposes
nominees for election or reelection to the Board of Directors. Should a vacancy
in the Board of Directors occur, the Nominating Committee will seek and nominate
qualified individuals. The Nominating Committee will consider nominees for
director whose names are timely submitted by holders of Common Stock in writing
addressed to the Chairman of the Nominating Committee accompanied by such
information regarding the nominee as would be required under the rules of the
Securities and Exchange Commission. The Pension Committee evaluates and
recommends to the Board of Directors revisions to Company health, welfare and
retirement plans believed to be appropriate. The Pension Committee also selects
and evaluates the performance of the Company's independent fund investment
managers.

- ---------
(1) The Company uses a 52-53 week fiscal year which ends on the Sunday nearest
June 30. Accordingly, the Company's 1995 fiscal year ended on July 2, 1995
and contained 52 weeks.

5
<PAGE>
OTHER DIRECTOR COMPENSATION

1991 DIRECTOR INCENTIVE COMPENSATION PLAN. The 1991 Director Incentive
Compensation Plan of MagneTek, Inc. authorizes the grant of stock appreciation
rights ("SARs") to the Company's directors. Under one part of the plan, Messrs.
Galef, Kotchian and Nevin were granted SARs at base prices reflecting stock
trading prices in 1990, when the Board of Directors initially determined to
provide performance-based compensation to directors. These grants become
effective and exercisable on specified dates if the grantee is serving as a
director on such dates. Under this part of the plan ("Part A"), Mr. Galef
received SARs with respect to 31,250 shares at a base price of $9.31 per share
and 70,000 shares at a base price of $10.00 per share for fiscal 1992, 31,250
shares with a base price of $9.31 per share and 35,000 shares with a base price
of $10.00 per share for fiscal 1993, 31,250 shares with a base price of $9.31
per share and 35,000 shares with a base price of $10.00 per share for fiscal
1994, and 31,250 shares with a base price of $9.31 per share for fiscal 1995.
Certain of the SARs were restructured in 1995. See Notes to Aggregated Option
Exercises and Year-End Option Values table. Also under Part A of the plan, each
of Messrs. Kotchian and Nevin received SARs with respect to 5,000 shares for
fiscal 1992, 2,500 shares for fiscal 1993 and 2,500 shares for fiscal 1994, all
at a base price of $10.00 per share. Part A of the plan was amended during
fiscal 1994 to add SAR grants to Mr. Kofmehl with respect to 11,500 shares for
each of the fiscal years 1995 through 1998, all at a base price of $14.56 per
share. Another part of the plan ("Part B") provides that each non-employee,
non-officer director on the last day of any fiscal year ending between 1991 and
2000, inclusive, shall be granted SARs with respect to 4,000 shares with a base
price of the fair market value of the shares at grant, 1,000 of which will vest
at the end of each of the four following fiscal years, if such person remains a
non-employee, non-officer director on such date. In July 1995 Part B of the plan
was terminated prospectively (effective on the last day of fiscal 1995),
contingent upon stockholder approval of the Company's Non-Employee Director
Stock Option Plan. All of the foregoing SARs expire ten years from the date of
grant and are exercisable for cash only. Certain significant transactions
involving the Company or its stock will accelerate the granting and vesting of
all SARs then scheduled to be granted or already granted but unvested.

1991 DISCRETIONARY DIRECTOR INCENTIVE COMPENSATION PLAN. The 1991
Discretionary Director Incentive Compensation Plan of MagneTek, Inc. authorizes
the Compensation Committee to grant SARs to the Company's non-employee directors
who are not members of the Committee. The Compensation Committee selects the
non-employee directors to whom the SARs will be granted from time to time,
determines the number of shares to be subject to such SARs and determines the
terms and conditions of such SARs, including when they become exercisable. The
base price of the shares of Common Stock subject to the SARs is also set by the
committee but may not be less than the fair market value of such shares on the
grant date. Certain significant transactions involving the company or its stock
will accelerate the vesting of all SARs then outstanding. SARs under this plan
expire ten years from the date of grant and are exercisable for cash only. Mr.
Galef received SARs with respect to 50,000 shares at a base price of $14.19 per
share in fiscal 1992, and 57,500 shares at a base price of $17.56 per share and
250,000 shares at a base price of $14.56 per share in fiscal 1994. Mr. Ruck
received SARs with respect to 46,000 shares at a base price of $14.56 per share
in fiscal 1994. Mr. Cross received SARs with respect to 46,000 shares at a base
price of $13.31 per share in fiscal 1995. The adoption of the Company's
Non-Employee Director Stock Option Plan will not affect this plan.

6
<PAGE>
EXECUTIVE COMPENSATION

COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth the annual and
long-term compensation for services in all capacities to the Company for the
three fiscal years ended July 2, 1995 of those persons who were, as of July 2,
1995, the Company's Chief Executive Officer, and the four other most highly
compensated executive officers whose total annual salary and bonus exceeded
$100,000 during the last fiscal year (collectively, the "Named Officers"):

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
SECURITIES
NAME AND ANNUAL COMPENSATION UNDERLYING
PRINCIPAL FISCAL ---------------------- OPTIONS/SARS ALL OTHER
POSITION YEAR SALARY BONUS(1) (SHARES) COMPENSATION(2)
- ------------------------------------------------ ----------- ---------- ---------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Andrew G. Galef (3) 1995 $ -- $ -- -- $ --
Chairman of the Board of 1994 -- -- 307,500 --
Directors and Chief 1993 -- -- -- --
Executive Officer
Antonio Canova 1995 173,248 108,000 0 --
Executive Vice President 1994 178,878 62,285 35,000 --
1993 126,720 39,291 0
Brian R. Dundon 1995 275,000 79,772 0 7,853
Executive Vice President 1994 255,500 206,250 60,000 9,447
1993 249,000 97,954 25,000 --
Ronald W. Mathewson (4) 1995 275,000 225,000 50,000 75,000
Executive Vice President 1994 22,917 0 0 0
1993 -- -- -- --
David P. Reiland 1995 300,000 25,000 0 3,749
Executive Vice President 1994 245,000 83,750 55,000 5,859
and Chief Financial Officer 1993 240,000 61,650 25,000 --
<FN>
- ---------
NOTES:

(1) The amounts reflect bonuses for services rendered during the fiscal year
indicated, which were paid in August of the subsequent fiscal year.
(2) The 1995 amounts reflect, for Messrs. Dundon and Reiland: $6,790 and
$2,549, respectively, reimbursed under the Senior Executive Medical
Reimbursement Plan (the "Medical Plan"); and $1,063 and $1,200,
respectively, contributed by the Company to the MagneTek FlexCare Plus
Retirement Savings Plan (a 401(k) plan) (the "FlexCare Plan") for the
account of such person. The 1994 amounts reflect, for Messrs. Dundon and
Reiland: $7993 and $4,414, respectively, reimbursed under the Medical Plan;
and $1,454 and $1,445, respectively, contributed by the Company to the
FlexCare Plan for the account of such person. Messrs. Galef and Canova are
not covered in the foregoing plans.
(3) Mr. Galef receives no direct compensation from the Company. Mr. Galef's
services as Chairman of the Board of Directors and Chief Executive Officer
are provided to the Company in accordance with the provisions of a
management agreement with The Spectrum Group, Inc. See "Report of the
Compensation Committee of the Board of Directors on Executive Compensation"
and "Certain Transactions" below. Shares listed under Long-Term
Compensation Awards for Mr. Galef reflect exclusively base prices used to
calculate stock appreciation rights (see also "Other Director Compensation"
above).
(4) Mr. Mathewson was not an employee of the Company in fiscal 1993. Mr.
Mathewson received a bonus of $225,000 for fiscal 1995 under the terms upon
which he commenced employment with the Company in 1994, and a one-time
payment of $75,000 in connection with such commencement of employment.
</TABLE>

7
<PAGE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES. Shown below is
information relating to the fiscal year-end value of unexercised options and
stock appreciation rights for each of the Named Officers.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FISCAL SARS AT FISCAL
YEAR-END YEAR-END(1)
(EXERCISABLE/ (EXERCISABLE/
NAME UNEXERCISABLE) UNEXERCISABLE)
- ------------------------- --------------------- ----------------------
<S> <C> <C>
Andrew G. Galef (2) 499,000/216,250 $2,010,699/$0
Antonio Canova 25,850/18,250 0/0
Brian R. Dundon 123,025/41,250 178,846/0
Ronald W. Mathewson 12,500/37,500 0/0
David P. Reiland 116,250/37,750 115,625/0
<FN>
- ---------
NOTES:

(1) Calculated using closing price on June 30, 1995 of $13.625/share.

(2) Reflects shares underlying options and SARs. Pursuant to action taken by the
Board of Directors, SAR grants under the Company's 1991 Director Incentive
Compensation Plan with respect to 140,000 shares at a base price of $10.00
per share and 125,000 shares at a base price of $9.31 per share were
restructured as options in the form originally approved by the Board at the
relevant grant dates, and issued under the 1989 Plan. Such options are
comprised of (i) an option to purchase 140,000 shares at an exercise price
of $10.00 per share and (ii) 125,000 shares at a base price of $9.31 per
share. The corollary SARs were cancelled July 20, 1995.
</TABLE>

MAGNETEK FLEXCARE PLUS RETIREMENT PENSION PLAN

The MagneTek FlexCare Plus Retirement Pension Plan (the "Retirement Plan")
is a defined benefit retirement plan which covers employees of the Company
(excluding employees of certain divisions and certain union employees). The
Retirement Plan was established upon the merger of certain defined benefit
retirement plans previously maintained by the Company. Although the Retirement
Plan is a defined benefit plan, each non-union participating employee's accrued
benefit is determined by the "cash balance" credited to the employee's
retirement account. Such account is maintained for bookkeeping purposes only.
"Contribution" amounts are credited to each employee's retirement account
annually ranging from 3.5% to 4.5% of an employee's compensation up to the
"integration level" and from 7% to 9% of compensation in excess of the
"integration level" (as of January 1, 1994, compensation over $150,000 may not
be considered). The actual percentage varies depending upon years of vesting
service with the Company. The "integration level," which for calendar 1994 was
$25,500, may vary annually. "Interest," based upon the rates payable on certain
U.S. Treasury debt instruments, is also credited to the employee's bookkeeping
account each year.

Distributions are made in the event of retirement, death, disability or
other termination of employment. Distributions are paid to vested participants
in the form of a ten-year certain life annuity (unless a joint and survivor
annuity is required or an alternative form of payment is elected) in a monthly
amount equal to the balance of the employee's retirement account, divided by
120.

The estimated annual benefits payable to Messrs. Dundon, Mathewson and
Reiland under the Retirement Plan upon retirement at normal retirement age (in
life only form) are approximately $112,000, $10,898 and $107,528, respectively
(assuming continued compensation at the present amounts (subject to the $150,000
limit) until normal retirement age and continued crediting of interest at the
current rate, and disregarding probable future cost-of-living increases to the
limit on the amount of compensation that may be taken into account and to the
Social Security wage base). Messrs. Galef and Canova do not participate in the
plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

There are no interlocks between the Company and other entities involving the
Company's executive officers and directors and those of other entities.

8
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION

The Compensation Committee of the Board of Directors, consisting entirely of
non-employee directors, approves all policies under which compensation is paid
or awarded to the Company's executive officers.

GENERAL. The Company's compensation program for executive officers
currently consists of annual base salary and bonus as well as awards of stock
options. Salary and bonus payments are primarily designed to reward current and
past performance. Stock options are awarded to provide incentives for superior
long-term future performance as well as for retention of executive officers. All
stock option awards are made under the 1987 Stock Option Plan or the 1989
Incentive Stock Compensation Plan, each of which was approved by the Company's
stockholders. Stock option awards are directly linked to the stockholders'
interests since the potential value of the awards to the executive officers is
directly related to the future price of the Company's Common Stock.

The Committee's decisions concerning the base salary and total cash
compensation (base salary plus bonus) of individual executive officers during
fiscal year 1995 were made primarily in the context of executive performance in
light of the Company's circumstances, historical practice and the current
competitive environment. The Compensation Committee considered competitive
compensation data from five independent sources. These sources included
broad-based compensation surveys of various manufacturing and/or electrical
equipment companies with sales volumes comparable to the Company's. The
Committee found that the executive officers' compensation levels were consistent
with companies included in each of the foregoing sources.

BONUSES. For fiscal year 1995 bonuses the Committee adopted the following
formula (which may vary from year to year) at the beginning of the fiscal year
for each executive officer except Mr. Galef and Ronald W. Mathewson: (i) 20% of
the individual bonus award for the executive officer is based upon achievement
of Company-wide after-tax net income relative to the performance target
developed by management and approved by the Board of Directors at the beginning
of the fiscal year, (ii) 35% of the individual bonus award for the executive
officer is based upon achievement of operating profit for specific business
units within the individual executive officer's management responsibilities
relative to the performance target developed by management and approved by the
Board of Directors at the beginning of the fiscal year, (iii) 35% of the
individual bonus award for the executive officer is based upon achievement of
cash flow targets for specific business units within the individual executive
officer's management responsibilities relative to the performance target
developed by management and approved by the Board of Directors at the beginning
of the fiscal year; and (iv) 10% of the individual bonus award for the executive
officer is based upon the Compensation Committee's evaluation of the executive
officer's personal performance. Due to the Company's performance during fiscal
1995 relative to the performance target, the participating executive officers
did not achieve the individual bonus award based upon Company-wide performance
or cash flow for specific business units. However, certain of the participating
executive officers achieved the individual bonus based upon operating profit for
specific business units and personal performance. Mr. Mathewson received a bonus
of $225,000 under the terms upon which he commenced employment with the Company
in 1994.

CHIEF EXECUTIVE OFFICER. Mr. Galef's services as Chairman of the Board of
Directors and Chief Executive Officer are provided to the Company in accordance
with the provisions of a management agreement with The Spectrum Group, Inc.
("Spectrum"), as amended. Under this agreement, Spectrum provides management
services to the Company for an annual fee plus certain allocated and
out-of-pocket expenses. The annual fee paid under this agreement in fiscal 1995
was $678,000, and such fee and expenses totaled $818,000 for fiscal 1995. In
addition, Spectrum or its designee is paid an annual management bonus in an
amount to be determined by, and within the discretion of, the Compensation
Committee. Pursuant to this provision, Spectrum was paid a $175,000 bonus in
consideration of Mr. Galef's services rendered during fiscal 1995. Such payments
reflect the Committee's evaluation of Mr. Galef's personal strengths and

9
<PAGE>
performance. Mr. Galef, Chairman, President, Chief Executive Officer and owner
of Spectrum, has provided strategic management services to a variety of
companies for more than 20 years. The Board of Directors of the Company
considers the management services provided by Spectrum important to achieving
its strategy.

STOCK OPTIONS AND RESTRICTED STOCK. The Committee awarded a total of 25,000
non-qualified stock options to the executive officers during the Company's 1995
fiscal year under the 1989 Incentive Stock Compensation Plan. In awarding these
non-qualified stock options, the Committee reviewed the number of options
previously granted to each executive officer, as well as the aggregate awards
granted to all executive officers and associates of the Company, in light of a
recent study prepared for the Company by Hewitt Associates, an independent
compensation consulting firm. The size of the individual awards is determined
with input from management and is designed to maintain competitiveness and
promote long-term productivity from the executive officers. In addition, the
Committee awarded 20,000 shares of restricted stock to Mr. Mathewson during
fiscal 1994 under the 1989 Incentive Stock Compensation Plan in connection with
Mr. Mathewson's commencing employment with the Company. For a discussion of
stock option and stock appreciation rights awarded to Mr. Galef in his capacity
as a Director, see "Other Director Compensation."

TAX DEDUCTIBILITY CONSIDERATIONS. The Committee has reviewed the Company's
compensation plans with regard to the deduction limitation under the Omnibus
Budget Reconciliation Act of 1993. This Act disallows a tax deduction for any
publicly-held corporation for individual compensation exceeding $1 million in
any taxable year for any of the Named Officers, unless compensation is
performance-based. The Committee has determined that no portion of anticipated
compensation payable to any executive officer in 1995 would be non-deductible.
The Committee will continue to address this issue when formulating compensation
arrangements for executive officers, but believes that the deductibility of
officer compensation in excess of the $1 million threshold is not likely to be
an issue for the Company to address in the foreseeable future.

The foregoing report on executive compensation is provided by the following
directors who comprise the Compensation Committee of the Board of Directors:

Marguerite W. Sallee (Chairman)
Paul J. Kofmehl
Crocker Nevin

10
<PAGE>
PERFORMANCE GRAPH

Shown below is a line graph comparing the cumulative total return to
stockholders of the Company's Common Stock, the Standard & Poors 500 Index ("S&P
500"), the Standard & Poors Electrical Equipment Index ("S&P Electrical") and
the Dow Jones Electrical Components & Equipment Index ("Dow Jones Electrical")
from June 30, 1990 to June 30, 1995.

COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG MAGNETEK INC., S&P 500, S&P ELECTRICAL AND DOW JONES ELECTRICAL

JUNE 30, 1990 - JUNE 30, 1995

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
MAGNETEK, INC. S&P 500 S&P ELECTRICAL DOW JONES ELECTRICAL
<S> <C> <C> <C> <C>
6/30/90 $100.00 $100.00 $100.00 $100.00
6/30/91 $122.73 $107.39 $108.24 $105.57
6/30/92 $133.00 $121.73 $113.62 $104.55
6/30/93 $172.73 $138.26 $139.54 $119.91
6/30/94 $131.82 $140.24 $138.43 $117.61
6/30/95 $123.86 $176.69 $172.62 $145.99
</TABLE>

6/30/90 6/30/91 6/30/92 6/30/93 6/30/94 6/30/95
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
MagneTek, Inc........... $ 100.00 $ 122.73 $ 133.00 $ 172.73 $ 131.82 $ 123.86
S&P 500................. 100.00 107.39 121.73 138.26 140.24 176.69
S&P Electrical.......... 100.00 108.24 113.62 139.54 138.43 172.62

Dow Jones Electrical.... 100.00 105.57 104.55 119.91 117.61 145.99
<FN>
- ---------
* Assuming $100 invested in MagneTek, Inc. Common Stock and each index on June
30, 1990, and reinvestment of all dividends.
</TABLE>

CERTAIN TRANSACTIONS

Under the Company's management agreement (the "Spectrum Agreement") with The
Spectrum Group, Inc. ("Spectrum"), Spectrum provides management services to the
Company at an annual fee plus certain allocated and out-of-pocket expenses. Fees
paid to Spectrum by the Company during fiscal 1995 for management services
totaled $678,000, and total fees and expenses aggregated approximately $818,000.
The

11
<PAGE>
Spectrum Agreement provides for Spectrum or its designee to be paid an annual
management bonus in an amount to be determined by, and within the discretion of,
the Compensation Committee of the Board of Directors. Pursuant to this
provision, Mr. Galef was paid $175,000 for services rendered during fiscal 1995.
Mr. Galef, Chairman, President, Chief Executive Officer and owner of Spectrum,
has provided strategic management services to a variety of companies for more
than 20 years. The Board of Directors of the Company considers the management
services provided by Spectrum important to achieving its present strategy.

During the year ended June 30, 1995, the Company paid approximately $948,000
in fees to charter an aircraft owned by a company in which Mr. Galef is the
principal shareholder. The Company believes the fees paid were equivalent to
those that would be paid under an arm's-length transaction.

Mr. Ruck, who is a Director of the Company, served as a consultant to the
Company during a portion of fiscal 1995 on various aspects of the Company's
business and strategic issues. Mr. Ruck was paid $1,500 per day, plus expenses,
for his services. Fees paid to Mr. Ruck by the Company during fiscal 1995 for
his services totaled $136,500, and total fees and expenses aggregated
approximately $157,909.

During fiscal 1995 the Board of Directors approved a guaranty by the Company
of a Master Promissory Note executed on June 30, 1995 in the principal amount of
$225,000 by John E. Steiner, an officer of the Company, in favor of First
American National Bank. The underlying borrowing permitted Mr. Steiner to
satisfy his liabilities in a marital dissolution proceeding without foregoing
his continued ownership of options to purchase the Company's Common Stock.

In 1993 four substantially identical actions were filed against the Company
and certain of its directors and officers. The four actions were subsequently
consolidated in a single amended complaint. The suit purported to be a class
action on behalf of purchasers of the Company's common stock from October 22,
1992 through August 6, 1993. The complaint asserted claims under the federal
securities laws, and alleged that the Company artificially inflated the price of
its common stock during the class period by failing to disclose adverse
developments in the Company's business. The complaint did not specify the amount
of damages sought. In July 1994 counsel for the Company defendants and the
plaintiffs reached an agreement in principle to settle the litigation. The Court
in April 1995 granted final approval of the settlement and dismissed the
plaintiffs' claims with prejudice.

Messrs. Galef, Kotchian, Nevin, Dundon, Reiland, Colling and Murray were
named as defendants in the foregoing litigation. Frank Perna, Jr. and Charles H.
Dean, Jr., former directors of the Company, were also named as defendants. As
part of the settlement, all claims against such persons were dismissed with
prejudice. Pursuant to each such person's indemnification rights, however, the
portion of the settlement (and legal expenses) not covered by insurance was paid
entirely by the Company.

12
<PAGE>
COMPANY PROPOSALS

The following proposals will be submitted for stockholder consideration and
voting at the Annual Meeting.

PROPOSAL 1
ELECTION OF DIRECTORS

The Nominating Committee of the Board of Directors of the Company has
nominated and recommends for election as directors the following seven persons
to serve for the ensuing year until the next Annual Meeting of Stockholders and
thereafter until their respective successors are elected and have been
qualified:

Andrew G. Galef
Dewain K. Cross
Paul J. Kofmehl
A. Carl Kotchian
Crocker Nevin
Kenneth A. Ruck
Marguerite W. Sallee

All of the nominees are presently directors of the Company. The enclosed
Proxy will be voted in favor of the persons nominated unless otherwise
indicated. If any of the nominees should be unable to serve or should decline to
do so, the discretionary authority in the Proxy will be exercised to vote for a
substitute or substitutes to be designated by the Board of Directors. The Board
of Directors has no reason to believe that any substitute nominee or nominees
will be required. In the event that a nominee for director is proposed at the
Annual Meeting, the enclosed Proxy may be voted in favor of or against such
nominee or any other nominee proposed by the Board of Directors unless otherwise
indicated. Shares may not be voted cumulatively for election of directors.
Directors are elected by a plurality of the votes cast at the Annual Meeting
either in person or by proxy.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE
NOMINEES.

PROPOSAL 2
ADOPTION OF
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

GENERAL

On July 20, 1995, the Board of Directors unanimously adopted, subject to
stockholder approval, the Non-Employee Director Stock Option Plan (the "Director
Plan"). The Board of Directors believes that offering long-term incentive
opportunities to directors will give directors added incentive to further the
long-term profitability of the Company and thereby benefit the stockholders of
the Company. Upon stockholder approval, the Director Plan will replace Part B
(as described above) of the Company's 1991 Director Incentive Compensation Plan,
as amended (the "SAR Plan"), with effect as of the last day of the prior fiscal
year. Stock appreciation rights granted under Part B of the SAR Plan in fiscal
years prior to 1995 will remain in place.

All statements set forth in this Proxy Statement relating to the Director
Plan are qualified in their entirety by reference to the complete text of the
Director Plan which is set forth in Appendix A to this Proxy Statement. The
Director Plan is intended to permit the participants thereunder to satisfy the
requirements for being disinterested persons under Rule 16b-3 adopted under the
Securities Exchange Act of 1934 (or its successor) and accordingly is intended
to be self-governing. If any of the terms or provisions of the Director Plan
conflict with the requirements of Rule 16b-3, then such terms and provisions
shall be deemed inoperative to the extent they so conflict with such
requirements.

13
<PAGE>
ADMINISTRATION

The Director Plan will be self-governing. Questions of interpretation, if
any, will be resolved by the Board of Directors.

PARTICIPANTS

Options to purchase shares of Common Stock shall be granted pursuant to the
Director Plan to any director who on the date of said grant is neither an
officer nor an employee of the Company or a subsidiary of the Company (a
"Qualifying Director"). As of September 20, 1995, all of the non-employee
directors (six persons) were eligible to participate in the Director Plan.

OPERATION OF THE DIRECTOR PLAN

Simultaneous with the ratification of the Director Plan by stockholders, the
grant to each Qualifying Director elected at such meeting of stockholders of a
non-qualified stock option to purchase 4,000 shares of the Company's Common
Stock as of June 30, 1995 will be confirmed. Thereafter, upon initial election
or appointment of any director to the Board or upon a continuing director
becoming a Qualifying Director, such Qualifying Director will receive an option
to purchase 4,000 shares of the Company's Common Stock pursuant to the terms and
conditions described above. In addition, Qualifying Directors will be
automatically granted, on an annual basis, a non-qualified stock option to
purchase 4,000 shares of the Company's Common Stock on each June 30th after the
initial grant of such Qualifying Director's 4,000 share option pursuant to terms
outlined above.

The per share exercise price of the option will be the fair market value of
a share of the Company's Common Stock on the date of grant (the "Fair Market
Value"), defined as (i) the mean between the highest and lowest sales prices of
a share of the Company's stock on the principal exchange on which shares of the
Company's stock are then trading, if any, on such determination date, or, if
shares were not traded on such date, then on the next preceding trading day
during which a sale occurred, as such prices are quoted in THE WALL STREET
JOURNAL; or (ii) if such stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (1) the mean between the highest and
lowest sales prices (if the stock is then listed as a National Market Issue
under the NASD National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the stock on such
determination date as reported by NASDAQ or such successor quotation system; or
(iii) if such stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the mean between the closing bid and
asked prices for the stock, on such determination date, as determined in good
faith by the Board; or (iv) if the Company's stock is not publicly traded, the
fair market value established by the Board acting in good faith. Each option
will have a term of ten years and shall become exercisable as follows: options
with respect to 50% of the shares one year after the date of grant and options
with respect to the remaining 50% of the shares two years after the date of
grant.

If on any date upon which options are to be granted under this Director Plan
the number of shares of Common Stock remaining available under the Director Plan
are less than the number of shares required for all grants to be made on such
date, then options to purchase a proportionate amount of such available number
of shares of Common Stock shall be granted to each Qualifying Director.

The maximum number of shares of the Common Stock which may be awarded or
purchased upon exercise of stock options under the Director Plan is 500,000,
subject to adjustments as provided below. Shares of Common Stock subject to the
unexercised portions of any options granted under the Director Plan which
expire, terminate or are forfeited or canceled may again be subject to options
under the Director Plan. In the event that the outstanding shares of Common
Stock of the Company are hereafter changed into or exchanged for a different
number or kind of shares or other securities of the Company, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, spin-off, stock dividend or
combination of shares, appropriate adjustments shall be made in the number and
kind of shares to which options may thereafter be granted or issued under the
Director Plan and for which options then outstanding under this Director Plan
may thereafter be exercised.

14
<PAGE>
AMENDMENT AND TERMINATION

The Board may alter, amend, suspend, or terminate the Director Plan,
provided that no such action shall deprive any optionee, without his consent, of
any option theretofore granted to the optionee pursuant to the Director Plan or
of any of his rights under such option, and provided further that the provisions
of the Director Plan designating persons eligible to participate and specifying
the amount, exercise price and timing of grants shall not be amended more than
once every six months other than to comport with changes in the Internal Revenue
Code (the "Code"), the Employment Retirement Income Security Act, or the rules
thereunder.

TERMINATION OF DIRECTORSHIP

All vested options held by Qualifying Directors as of the date of cessation
of service as a director may be exercised by the Qualifying Director or his
heirs or legal representatives for one year after such cessation of service.

NON-TRANSFERABILITY

Options granted under the Plan are nontransferable by the optionee otherwise
than by will or the laws of descent and distribution, and are exercisable,
during the optionee's lifetime, only by the optionee.

TERM OF THE DIRECTOR PLAN

Subject to approval of the Director Plan by the stockholders of the Company,
the Director Plan will be in effect commencing as of June 30, 1995 for a period
of ten years, unless earlier terminated by the Board of Directors.

FEDERAL INCOME TAX CONSEQUENCES

The following is a brief description of the federal income tax treatment
which will generally apply to options granted under the Director Plan, based on
federal income tax laws in effect on the date hereof. No information is provided
herein with respect to estate, inheritance, state or local tax laws, although
there may be certain tax consequences upon the receipt or exercise of an option
or the disposition of any acquired shares under those laws. EACH DIRECTOR IS
ADVISED TO CONSULT WITH HIS OR HER TAX ADVISOR WITH REGARD TO ALL CONSEQUENCES
ARISING FROM THE GRANT OR EXERCISE OF STOCK OPTIONS, AND THE DISPOSITION OF ANY
ACQUIRED SHARES.

The options granted under the Director Plan do not qualify for treatment as
incentive stock options under the provisions of Section 422 of the Code. Upon
exercise of an option, the optionee generally will recognize ordinary income in
an amount equal to the excess of the fair market value of the shares acquired
upon exercise (determined as of the date of exercise) over the exercise price of
such option. The Company generally will be entitled to a deduction to the extent
that the optionee has ordinary income. The amount included in the optionee's
taxable income on the exercise of the option will be added to the exercise price
in determining the optionee's basis in the acquired shares. Any gain or loss on
the subsequent sale or disposition of the shares generally will be treated as
long-term or short-term capital gain or loss, as the case may be.

With certain exceptions, an individual may not deduct investment-related
interest to the extent such interest exceeds the individual's net investment
income for the year. Investment interest generally includes interest paid on
indebtedness incurred to purchase shares of Common Stock. Interest disallowed
under this rule may be carried forward to and deducted in later years, subject
to the same limitations.

Special rules will apply in cases where a recipient of an award pays the
option exercise price under the Director Plan by delivering previously owned
shares of Common Stock or by reducing the amount of shares otherwise issuable
pursuant to the award. The surrender of such shares will in certain
circumstances result in the recognition of income with respect to such shares.

The terms of the awards made to directors under the Director Plan provide
for accelerated vesting or payment of an award in connection with a change in
ownership or control of the Company. In that event and depending upon the
individual circumstances of the recipient, certain amounts with respect to such
awards may constitute "excess parachute payments" under the "golden parachute"
provisions of the Code. Pursuant

15
<PAGE>
to these provisions, a recipient would be subject to a 20% excise tax on any
"excess parachute payments" and the Company will be denied any deduction with
respect to such payment. Recipients of awards should consult their tax advisors
as to whether accelerated vesting of an award in connection with a change of
ownership or control of the Company would give rise to an excess parachute
payment.

Approval of this proposal will require the affirmative vote of the holders
of a majority of the Company's shares voted at the Annual Meeting either in
person or by proxy.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE ADOPTION OF THE NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.

STOCKHOLDER PROPOSALS

No proposals have been submitted by stockholders for consideration at the
Annual Meeting. Any proposal relating to a proper subject which an eligible
stockholder of the Company may intend to present for action at the 1996 Annual
Meeting of Stockholders of the Company must be received by the Secretary of the
Company not later than June 27, 1996, to be considered for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. The
Company anticipates that next year's annual meeting will take place on October
25, 1996.

OTHER MATTERS

The Company does not know of any business other than that described herein
which will be presented for consideration or action by the stockholders at the
Annual Meeting. If, however, any other business shall properly come before the
Annual Meeting, shares represented by Proxies will be voted in accordance with
the best judgment of the persons named therein or their substitutes.
Representatives of Ernst & Young LLP, the Company's independent auditors, are
expected to be present at the Annual Meeting. At that time they will have the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.

ANNUAL REPORT TO STOCKHOLDERS

The Annual Report of the Company for the 1995 fiscal year is being mailed to
stockholders together with this Proxy Statement.

THE COMPANY WILL SEND TO STOCKHOLDERS UPON WRITTEN REQUEST, WITHOUT CHARGE,
A COPY OF THE ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED
JULY 2, 1995 WHICH THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE REQUEST MUST BE DIRECTED TO THE ATTENTION OF THE SECRETARY, AT
THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT.

By Order of the Board of Directors,

[SIG]

Samuel A. Miley
Vice President, General Counsel and
Secretary
Nashville, Tennessee
September 29, 1995

16
<PAGE>
APPENDIX A

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1. PURPOSE OF THE PLAN. Under this Non-Employee Director Stock Option Plan
(the "Director Plan") of MagneTek, Inc., a Delaware corporation (the "Company"),
options shall be granted to eligible persons, as set forth in Section 4, to
purchase shares of the Company's common stock ("Common Stock"). This Director
Plan is designed to promote the long-term growth and financial success of the
Company by enabling it to attract, retain and motivate such persons by providing
for or increasing their interest in the Company. Upon stockholder approval, the
Director Plan will replace Section 3.2.(c) of the Company's 1991 Director
Incentive Compensation Plan, as amended (the "SAR Plan"), with effect as of the
last day of the 1995 fiscal year. Stock appreciation rights granted under
Section 3.2(c) of the SAR Plan in fiscal years prior to 1995 will remain in
place.

2. EFFECTIVE DATES. This Director Plan shall be in effect commencing on
June 30, 1995, subject to approval by the Company's stockholders. Options may
not be granted subsequent to (a) the tenth anniversary of the effective date
hereof or (b) termination of this Director Plan by the Board of Directors of the
Company (the "Board"), whichever is earlier. However, there will be a grant on
the tenth anniversary of the effective date hereof if the Director Plan has not
theretofore been terminated by the Board pursuant to the foregoing clause (b).

3. PLAN OPERATION. This Director Plan is intended to permit the
participants hereunder to satisfy the requirements for being disinterested
persons under Rule 16b-3 adopted under the Securities Exchange Act of 1934 (or
its successor) and accordingly is intended to be self-governing. To this end,
this Director Plan requires no discretionary action by any administrative body
with regard to any transaction under this Director Plan. To the extent, if any,
that any questions of interpretation arise, these shall be resolved by the
Board.

4. ELIGIBLE PERSONS. The persons eligible to receive a grant of
non-qualified stock options hereunder are any Director of the Board who on the
date of said grant is neither an officer nor an employee of the Company or a
subsidiary of the Company (a "Qualifying Director").

5. STOCK SUBJECT TO DIRECTOR PLAN. The maximum number of shares that may
be subject to options granted hereunder shall be 500,000 shares of Common Stock,
subject to adjustments under Section 6. Shares of Common Stock subject to the
unexercised portions of any options granted under this Director Plan which
expire, terminate or are forfeited or cancelled may again be subject to options
under this Director Plan.

6. ADJUSTMENTS. In the event that the outstanding shares of Common Stock
of the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, spin-off, stock dividend or combination of
shares, appropriate adjustments shall be made in the number and kind of shares:
(a) that may be subject to options granted under this Director Plan; (b) as to
which options may thereafter be granted or issued under this Director Plan and
(c) for which options then outstanding under this Director Plan may thereafter
be exercised. Any such adjustments in outstanding options shall be made without
changing the aggregate exercise price applicable to the unexercised portions of
such options.

7. STOCK OPTIONS. Simultaneous with the ratification of this Director Plan
by stockholders, the grant to each Qualifying Director elected at such meeting
of stockholders of a non-qualified stock option to purchase 4,000 shares of the
Company's Common Stock as of June 30, 1995 will be confirmed. Thereafter, upon
initial election or appointment of any director to the Board or upon a
continuing director becoming a Qualifying Director, such Qualifying Director
will receive an option to purchase 4,000 shares of the Company's Common Stock
pursuant to the terms and conditions described in this Section 7. In addition,

A-1
<PAGE>
Qualifying Directors will be automatically granted, on an annual basis, a
non-qualified stock option to purchase 4,000 shares of the Company's Common
Stock on each June 30th after the initial grant of such Qualifying Director's
4,000 share option pursuant to this Section 7.

8. DOCUMENTATION OF GRANTS. Awards made under this Director Plan may be
evidenced by written agreements or such other appropriate documentation as the
Board shall prescribe. The Board need not require the execution of any
instrument or acknowledgment of notice of an award under this Director Plan, in
which case continued service as a Qualifying Director by the respective
optionees will constitute agreement to the terms of the award.

9. NONTRANSFERABILITY. Options granted under this Director Plan are
nontransferable by the optionee otherwise than by will or the laws of descent
and distribution, and are exercisable, during the optionee's lifetime, only by
the optionee.

10. AMENDMENT AND TERMINATION. The Board may alter, amend, suspend, or
terminate this Director Plan, provided that no such action shall deprive any
optionee, without his consent, of any option theretofore granted to the optionee
pursuant to this Director Plan or of any of his rights under such option and
provided further that the provisions of this Director Plan designating persons
eligible to participate in the Director Plan and specifying the amount, exercise
price and timing of grants under the Director Plan shall not be amended more
than once every six months other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

11. TERMINATION OF DIRECTORSHIP. All vested options held by Qualifying
Directors as of the date of cessation of service as a director may be exercised
by the Qualifying Director or his heirs or legal representatives for one year
after such cessation of service.

12. MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION. Upon
or in connection with the merger or consolidation of the Company with or into
another corporation, the acquisition by another corporation, person or group of
all or substantially all of the Company's assets or 40% or more of the Company's
then outstanding voting stock or the liquidation or dissolution of the Company:

(a) If so provided in the relevant agreement relating to a merger,
consolidation, acquisition of assets, liquidation or dissolution, such
option shall be either assumed or replaced by a substitute option, as
applicable, issued by the successor or any corporation that is a
"parent" of the Company

A-2
<PAGE>
within the meaning of Rule 405 under the Securities and Exchange Act of
1933, as amended (the "Securities Act"), resulting from such
transaction, without any further action on the part of the Board or the
Qualifying Director.

(b) If no provision is made as set forth in (a), or in the event of
an acquisition of 40% or more of the Company's then outstanding voting
stock to which subsection (c) is inapplicable, such option shall become
fully exercisable from and after the date which is thirty days prior to
the effective date of the transaction and until the normal expiration
thereof.

(c) In the event of an acquisition of 40% or more the Company's then
outstanding voting stock (other than pursuant to a merger resulting in
the ownership of all of the Company's outstanding Common Stock by
another corporation), if as a result of the transaction the Company's
Common Stock will cease to be traded on a national stock exchange,
listed as a National Market Issue on the National Market System or
quoted on the NASDAQ quotation system, each option which has not been
exercised prior to the consummation of the transaction shall be
converted automatically into the right to receive, within thirty days of
such consummation, an amount in cash equal to the difference between the
aggregate exercise price for all shares subject to the option (whether
or not then subject to exercise) and the Fair Market Value of such
shares on the date which is the last trading date preceding the
consummation of such transaction.

(d) The foregoing provisions shall have no application to a merger
in which (i) the Company is the surviving corporation, (ii) no person or
group acquires 40% or more of the Company's outstanding voting stock and
(iii) the shares of the Company's Common Stock outstanding prior to the
merger remain outstanding thereafter.

13. MANNER OF EXERCISE. All or a portion of an exercisable option shall be
deemed exercised upon delivery to the Secretary of the Company at the Company's
principal office of all of the following: (i) a written notice of exercise
specifying the number of shares to be purchased signed by the Qualifying
Director or other person then entitled to exercise the option, (ii) full payment
of the exercise price for such shares by any of the following or combination
thereof: (a) cash, (b) certified or cashier's check payable to the order of the
Company, (c) the delivery of whole shares of the Company's Common Stock owned by
the option holder, or (d) by requesting that the Company withhold whole shares
of Company Common Stock then issuable upon exercise of the option (for purposes
of such a transaction the shares withheld by the Company shall be valued at the
Fair Market Value as of the date prior to the exercise date), (iii) such
representations and documents as the Board, in its sole discretion, deems
necessary or advisable to effect compliance with all applicable provisions of
the Securities Act and other federal or state securities laws or regulations,
(iv) in the event that the option shall be exercised by any person or persons
other than the Qualifying Director, appropriate proof of the right of such
person or persons to exercise the option, and (v) such representations and
documents as the Board, in its sole discretion, deems necessary or advisable.

14. COMPLIANCE WITH LAW. Common Stock shall not be issued upon exercise of
an option granted under this Director Plan unless and until counsel for the
Company shall be satisfied that any conditions necessary for such issuance to
comply with applicable federal, state or local tax, securities or other laws or
rules or applicable securities exchange requirements have been fulfilled.

A-3
<PAGE>

PROXY
MAGNETEK, INC.
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 26, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints ANDREW G. GALEF and SAMUEL A. MILEY. or
either of them, attorneys and proxies to represent the undersigned, with power
of substitution, to appear and to vote all shares of stock of MAGNETEK, INC.
(the "Company") which the undersigned would be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the Loews Vanderbilt Plaza
Hotel, 2100 West End Avenue, Nashville, Tennessee 37203 on October 26, 1995, at
10:00a.m. and any adjournment thereof.

1. ELECTION OF DIRECTORS
Nominees are: Andrew G. Galef, Dawain K. Cross, Paul J. Kofmehl,
A. Carl Kotchian, Crocker Nevin, Kenneth A. Ruck, Marguerite W. Sailee
2. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
To approve the adoption of the Company's Non-Employee Director Stock
Option Plan.

UNMARKED PROXIES WILL BE VOTED "FOR" EACH OF THE FOREGOING MATTERS
UNLESS SPECIFIED TO THE CONTRARY.

(Continued and to be voted, dated and signed on the reverse side.)

MAGNETEK, INC.
P.O. BOX 11128
NEW YORK, N.Y. 10203-0128

<PAGE>

1. Election of Directors

FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS / /
listed below / / for all nominees listed below / /

Nominees: Andrew G. Galef, Dawain K. Cross, Paul J. Kofmehl, A. Carl Kotchian,
Crocker Nevin, Kenneth A. Ruck, Marguerite W. Sailee.
(INSTRUCTIONS: To vote your shares for all Director nominees, mark the "For" box
on item 1. To withhold voting for all Director nominees, mark the Withheld box
on item 1. If you wish to vote for some but not all Director nominees, mark the
"Exceptions" box on item 1 and enter the name(s) of the Director nominee(s) for
whom you wish to withhold voting in the space provided.)

*Exceptions_____________________________________________________________________

2. Non-Employee Director Stock Option Plan

For / / Against / / Abstain / /

3. The undersigned confers upon the proxies hereby appointed discretion to act
upon such other business as may properly come before said meeting or
adjournment thereof.

I plan to attend the meeting.

Yes / / No / / CHANGE OF ADDRESS OR COMMENTS MARK HERE / /

Receipt of copies of the Annual Report to Stockholders, the Notice of the Annual
Meeting of Stockholders and the Proxy Statement dated September 25, 1995 is
hereby acknowledged.

Dated:__________________________________________________________________________

________________________________________________________________________________
Signature of Stockholder

(Please date and sign exactly as name appears on the proxy. Joint owners should
each sign. If the stockholder is a corporation, please set forth full corporate
name and a duly authorized officer should sign stating name and title.
Executors and trustees should give full title as such.)

Votes MUST be indicated (x) in BLACK or BLUE ink. /x/

Please return this proxy promptly in the enclosed envelope, which requires no
postage if mailed in the U.S.
<PAGE>

MAGNETEK, INC.
IER PROXY SERVICES
P.O. BOX 7008
SAN CARLOS, CA 94070-7008

________________________________________________________________________________

MAGNETEK, INC.
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 26, 1995
THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS
________________________________________________________________________________

The undersigned hereby appoints ANDREW G. GALEF and SAMUEL A. MILEY, or
either of them, attorneys and proxies to represent the undersigned, with
power of substitution, to appear and to vote all shares of stock of MAGNETEK,
INC. (the "Company") which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the Loews
Vanderbilt Plaza Hotel, 2100 West End Avenue, Nashville, Tennessee 37203 on
October 26, 1995, at 10:00 a.m. and any adjournment thereof.

1. ELECTION OF DIRECTORS

WITHHOLD
AUTHORITY Nominees are: Andrew G. Galef,
FOR to vote for all Dewain K. Cross, Paul J. Kofmehl,
all nominees nominees listed A. Carl Kotchian, Crocker Nevin,
listed to the right to the right Kenneth A. Ruck, Marguerite W. Sallee

/ / / /

INSTRUCTIONS: To vote your shares for all Director nominees, mark the "For"
box on Item 1. To withhold voting for all Director nominees, mark the
"Withhold Authority" box on Item 1. If you wish to vote for some but not all
Director nominees, mark the "Exceptions" box on Item 1 and enter the name(s)
of the Director nominee(s) for whom you wish to withhold voting in the space
provided.)

/ / EXCEPTIONS:_______________________________

2. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

FOR AGAINST ABSTAIN

/ / / / / /

To approve the adoption of the Company's Non-Employee Director Stock
Option Plan.

3. The undersigned confers upon the proxies hereby appointed discretion to
act upon such other business as may properly come before said meeting or
adjournment thereof.

I plan to attend the meeting. / / Yes / / No

Receipt of copies of the Annual Report to Stockholders, the Notice
of the Annual Meeting of Stockholders and the Proxy Statement dated
September 29, 1995 is hereby acknowledged.

Dated:______________________________________________________

____________________________________________________________
Signature of Stockholder

/\ fold here fold here /\

MAGNETEK, Inc.
Magnetek Plan

As a participant in the MagneTek FlexCare Plus Retirement Savings Plan or the
MagneTek Unionized Employee Savings Plan (collectively, the "Plan"), you have
the right to direct Wells Fargo Bank, N.A. (the "Plan Trustee") to vote the
shares of Common Stock of MagneTek, Inc. (the "Company") represented by your
interest attributable to such shares held in the MagneTek Stock Fund under
the Plan at the Annual Meeting of Stockholders of the Company to be held on
October 26, 1995.

For your information, a Proxy Statement and an Annual Report are enclosed. In
addition, a postage-paid return envelope addressed to IER Proxy Services is
enclosed for your use in returning your completed, signed and dated Proxy
Vote Card to the Plan Trustee.

The Plan Trustee will hold your voting instructions in confidence and will
not divulge or release specific information regarding your instructions to
any person, including officers or employees of the Company, except to the
extent required by law.

If your completed proxy card is not received by the Plan Trustee by October
24, 1995, the Administrative Committee for the Plan may direct the Plan
Trustee to vote your shares.

Wells Fargo Bank, N.A.
________________________________________________________________________________

(Please date and sign exactly as name appears on this proxy. Joint owners
should each sign. If the stockholder is a corporation, please set forth full
corporate name and a duly authorized officer should sign stating name and
title. Executors and trustees should give full title as such.)

PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE U.S.