<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 31, 1996
------------------------------
MAGNETEK, INC.
- ------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-10233 95-3917584
- ------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO)
OF INCORPORATION)
26 Century Boulevard, P.O. Box 290159, Nashville, TN 37229-0159
- ------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (615) 316-5100
---------------------------
Not applicable
- ------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Page 1 of 7
<PAGE>
ITEM 5. OTHER EVENTS
MagneTek, Inc. issued a public announcement on July 31, 1996 regarding its
fiscal 1996 results and the establishment of reserves to reposition operations.
Such public announcement is an Exhibit to this Form 8-K and is incorporated
into this Item 5 by reference.
Page 2 of 7
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAGNETEK, INC.
Dated: August 7, 1996 By: /s/ Samuel A. Miley
----------------------------------------------
Samuel A. Miley, Esq.
Vice President, General Counsel and Secretary
Page 3 of 7
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
- ----------- --------
99 Press Release issued on July 31, 1996 5
Page 4 of 7
<PAGE>
Release: Wednesday, July 31, 1996
Contact: Robert Murray
615/316-5270
[email protected]
MAGNETEK ANNOUNCES FISCAL 1996 RESULTS AND
ESTABLISHES RESERVES TO REPOSITION OPERATIONS
Nashville, TN -- MagneTek, Inc. (NYSE: MAG), today announced its results for
the fourth quarter and fiscal year ended June 30, 1996. Included in the
results were previously announced charges taken in compliance with Financial
Accounting Standards Board Statement No. 121.* In addition, reserves were
established in the fourth quarter for a repositioning program based on a
company-wide operating review. Before deducting the reserves, which were
charged to operations, MagneTek's earnings amounted to $.16 per share in the
fourth quarter of fiscal 1996 and $.01 per share for the full year.
The FASB-121 charges in the fourth quarter of fiscal 1996 totaled $29.2
million, and were related primarily to the company's investment in its German
subsidiary, MagneTek May & Christe GmbH. Additionally, reserves of $50.5
million were set aside for repositioning of operations, primarily for severance
costs and termination benefits associated with plant moves and closures as well
as estimated increases in warranty and other costs. Including all charges and
reserves, MagneTek recorded a net loss $3.05 per share in the fourth quarter of
fiscal 1996 and a loss of $3.20 per share for the full year. In fiscal 1995,
the company reported a loss of $.40 a share in the fourth quarter and earnings
of $.09 per share for the full year.
"My mandate when I joined MagneTek was to assess the company's core
businesses and make the changes necessary to optimize profitability and return
on invested capital," stated Ronald N. Hoge, who was elected President and
Chief Executive Officer of MagneTek in May. "To achieve significant and
consistent improvements, we must execute fundamental changes in our cost
structure and operating processes, especially in our lighting products group.
While it is difficult for us to accept the immediate impact of the associated
charges on our balance sheet, we need to act now to put the company on a firm
financial and operational footing for the future.
-- MORE --
Page 5 of 7
<PAGE>
"As we move forward, I am encouraged by the resilience of our core
businesses," Mr. Hoge added. "The company returned to profitability in the
third quarter of fiscal 1996, and before one-time charges, we exceeded
analysts' consensus estimates for the fourth quarter. Three of our four
product groups set sales and profit records in fiscal 1996. And since March
of 1994, the company has cut its debt by more than $200 million, from $533
million down to $322 at the end of the fiscal year."
MagneTek's revenues in the fiscal 1996 fourth quarter and full year were
$305.2 million and $1.162 billion, respectively, compared with $318.5 million
and $1.203 billion in fiscal 1995. The revenue decline reflects reduced
lighting products group sales, primarily due to soft demand for electronic
lighting ballasts.
Including a total of $79.7 million in FASB-121 charges and reserves for
its repositioning program, the company recorded a net loss of $75.8 million in
the fourth quarter of fiscal 1996, and a net loss of $79.5 million for the full
year.
Due to the existing level of deferred tax assets included on MagneTek's
balance sheet, no tax benefit was recorded in fiscal 1996 in connection with
the fourth-quarter charges. However, tax deductions will be realized when the
costs are actually incurred, resulting in lower effective income tax rates in
future periods.
Headquartered in Nashville, Tennessee, with 26 business sites and 12,000
employees worldwide, MagneTek is a leading manufacturer of energy-saving
electrical and electronic equipment, including motors, generators, drives,
lighting ballasts and power supplies.
THE FOREGOING ANNOUNCEMENT CONTAINS FORWARD-LOOKING STATEMENTS, AND THE
RESERVES DISCUSSED ARE BASED ON ESTIMATES OF FUTURE COSTS AND CONTINGENCIES,
AMONG OTHER THINGS. SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES
WHICH, IN MANY CASES, ARE BEYOND THE CONTROL OF THE COMPANY. THEY INCLUDE
BUSINESS CONDITIONS IN ELECTRICAL EQUIPMENT MARKETS, COMPETITIVE FACTORS SUCH
AS PRICING AND TECHNOLOGY, AND THE RISK THAT THE ULTIMATE COSTS OF
CONTINGENCIES AND OTHER MATTERS RESERVED FOR COULD EXCEED PRESENT ESTIMATES.
* FASB 121 requires companies to assess impairment in the value of long-lived
assets.
-- MORE --
Page 6 of 7
<PAGE>
MagneTek, Inc.
Consolidated Results of Operations
For the Three Months and Fiscal Years ended June 30, 1996 and 1995
(in thousands except per share data)
<TABLE>
<CAPTION>
Three months ended Fiscal year ended
June 30, June 30,
1996 (1) 1995 1996 (1) 1995
Unaudited Unaudited
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $305,165 $318,502 $1,161,625 $1,202,536
Cost of sales 290,759 253,659 1,005,004 962,900
- ----------------------------------------------------------------------------------------------------------
Gross profit 14,406 64,843 156,621 239,636
Selling general and administrative 47,330 42,412 164,930 164,280
- ----------------------------------------------------------------------------------------------------------
Income (loss) from operations (32,924) 22,431 (8,309) 75,356
Interest expense 7,494 8,980 31,591 34,398
Other expense 31,275 1,059 34,864 4,562
- ----------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations
before provision for income taxes and
extraordinary item (71,693) 12,392 (74,764) 36,396
Provision for income taxes 4,127 4,935 4,700 14,900
- ----------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations
before extraordinary item (75,820) 7,457 (79,464) 21,496
Discontinued operations--
Loss on disposal (net of tax benefit) -- (17,500) -- (14,400)
Extraordinary item--loss on early retirement
of debt (net of tax benefit) -- -- -- (4,820)
- ----------------------------------------------------------------------------------------------------------
Net income (loss) $(75,820) $(10,043) $(79,464) $2,276
- ----------------------------------------------------------------------------------------------------------
Per common share--primary
Income (loss) from continuing operations
before extraordinary item $(3.05) $0.30 $(3.20) $0.87
Loss from discontinued operations -- (0.70) -- (0.58)
Extraordinary item -- -- -- (0.20)
- ----------------------------------------------------------------------------------------------------------
Net income (loss) $(3.05) $(0.40) $(3.20) $0.09
- ----------------------------------------------------------------------------------------------------------
Per common share--fully diluted
Income (loss) from continuing operations
before extraordinary item (2) $0.28 (2) $0.84
Loss from discontinued operations -- (2) -- (2)
Extraordinary item -- -- -- (2)
- ----------------------------------------------------------------------------------------------------------
Net income (loss) (2) (2) (2) (2)
- ----------------------------------------------------------------------------------------------------------
Weighted average shares outstanding
Primary 24,856 24,938 24,922 24,753
Fully diluted 29,549 29,691 29,626 29,668
</TABLE>
(1) Cost of sales and selling, general and administrative expense include
$43,337 and $7,168, respectively, in the three months and fiscal year
ended June 30, 1996, reflecting costs associated with the consolidation
of operations, including anticipated severance and termination benefits, as
well as estimated warranty costs associated with the Company's electronic
ballast product line. Other expense includes $29,212 reflecting a loss
recorded to adjust the carrying amount of certain assets in accordance with
FASB Statement No. 121, "Accounting for the Impairmant of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of". The loss relates primarily
to assets associated with the Company's German and electronic ballast
operations.
(2) Per share amounts on a fully diluted basis have been omitted as such
amounts are antidilutive in relation to primary per share amounts.
Page 7 of 7
