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Rule 424(b)(3)
Registration No. 333-45935
REOFFER PROSPECTUS
MAGNETEK, INC.
COMMON STOCK
($.01 PAR VALUE)
610,875 SHARES
This Prospectus relates to 610,875 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of MagneTek, Inc. ("MagneTek" or
the "Company"), including 610,875 Preferred Stock Purchase Rights, one of
which attaches to each share of Common Stock issued during the term of, and
pursuant to, the Rights Agreement dated as of March 4, 1997 by and between
MagneTek, Inc. and the Bank of New York, as Rights Agent, which have
previously been issued or may in the future be issued pursuant to awards
granted to date under the Company's 1997 Non-Employee Director Stock Option
Plan (the "Director Plan") to, and which may be offered for resale from time
to time by, certain directors of the Company named in Annex I hereto (the
"Selling Stockholders").
The Company will not receive any of the proceeds from the sale of
the Common Stock offered hereby (hereinafter, the "Securities"). The Company
will pay all of the expenses associated with this Prospectus. The Selling
Stockholders will pay the other costs, if any, associated with any sale of
the Securities.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SECURITIES.
The Common Stock is listed on the New York Stock Exchange
(Symbol: MAG).
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE
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The date of this Prospectus is June 12, 1998.
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 relating to
the Director Plan (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities covered by this
Prospectus. This Prospectus omits certain information and exhibits included in
the Registration Statement, a copy 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 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 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.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 500 West Madison Street, Room 1400, Chicago, Illinois 60661 and at 75
Park Place, 14th Floor, New York, New York 10007. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Electronic filings made through the Commission's Electronic Data Gathering,
Analysis, and Retrieval System are also publicly available through the
Commission's World Wide Web site at http://www.sec.gov. The Company's Common
Stock is listed on the New York Stock Exchange, and the reports, proxy and
information statements and other information filed by the Company with the New
York Stock Exchange can also be inspected at the offices of the New York Stock
Exchange at 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:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997;
(2) The Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 1997; and
(3) The description of the Common Stock contained in the Company's
Registration Statements on Form 8-A filed April 21, 1989 and March 14, 1997,
together with any amendment or report filed with the Commission for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all Securities offered hereby have
been sold or which deregisters all Securities then remaining unsold, shall be
deemed to be incorporated by reference into this Prospectus.
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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, 26 Century Boulevard,
Nashville, Tennessee, 37214, telephone number (615) 316-5100.
THE COMPANY
MagneTek, which was organized in 1984, manufactures and markets a
diverse group of electrical equipment products. The Company's principal
executive offices are located at 26 Century Boulevard, Nashville, Tennessee,
37214, and its telephone number is (615) 316-5100. Additional information
regarding the Company is set forth in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 (which is incorporated herein by
reference).
RISK FACTORS
Prospective investors should consider carefully, in addition to the
other information contained in and incorporated into this Prospectus, the
following information before purchasing the Securities offered hereby:
LEVERAGE
As of December 31, 1997, the Company had long-term debt, including
current portion, of approximately $211.3 million. This leverage increases the
Company's sensitivity to fluctuations in operating income and interest rates.
SELLING STOCKHOLDERS
The table attached as Annex I hereto sets forth, as of February 28,
1998 or a subsequent date if amended or supplemented, (a) the name of each
Selling Stockholder and his or her relationship to the Company during the
last three years; (b) the number of shares of Common Stock each Selling
Stockholder beneficially owned prior to this offering (assuming that all
options to acquire shares are exercisable within 60 days, whether or not such
options are in fact so exercisable), (c) the number of Securities which may
be offered pursuant to this Prospectus by each Selling Stockholder; and (d)
the amount and the percentage of the Company's Common Stock that would be
owned by each Selling Stockholder after completion of this offering. The
information contained in Annex I may be amended or supplemented from time to
time.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made on the New York
Stock Exchange or the over-the-counter market or otherwise at prices and on
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. The Company will not receive
any part of the proceeds of the sales made hereunder. All expenses associated
with this Prospectus are being borne by the Company, but all selling and other
expenses incurred by a Selling Stockholder will be borne by such stockholder.
The Securities may be sold in (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, (c) an exchange distribution
in accordance with the rules of such exchange, and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Certain Selling
Stockholders also may, from time to time, authorize underwriters acting as their
agents to offer and sell Securities upon such terms and conditions as shall be
set forth in any prospectus supplement. Underwriters, brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to sale. Such underwriters, brokers or dealers and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales and any
discounts and commissions received by them and any profit realized by them on
the resale of the Securities may be deemed to be underwriting discounts and
commissions under the Securities Act.
There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all of the Securities covered by this Prospectus.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock has been passed upon for the Company
by Samuel A. Miley, its Vice President, General Counsel and Secretary.
Mr. Miley owns 13,097 shares of Common Stock and options to purchase 72,703
shares of Common Stock, excluding shares of Common Stock, if any, held by the
MagneTek FlexCare Plus Retirement Savings Plan or the MagneTek Deferral
Investment Plan.
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ANNEX I
<TABLE>
<CAPTION>
Shares of Common Shares to be Beneficially
Stock Beneficially Owned upon Completion of
Owned as of Shares Offering(1)(3)
Relationship to Company May 1, Offered ----------------------------
Selling Stockholder During Last Three Years 1998(1) Hereby(2) Number Percent
- ---------------------- ----------------------- ----------------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Andrew G. Galef Director since 7/84 1,308,641 357,500 951,141 3.0%
Thomas G. Boren Director since 10/97 6,500 4,000 2,500 *
Dewain K. Cross Director since 11/94 100,800 58,000 42,800 *
Paul J. Kofmehl Director since 11/90 84,000 74,000 10,000 *
Carl A. Kotchian Director from 1/86 to 1,000 1,000 -- *
10/96
Crocker Nevin Director from 7/84 to 87,375 84,375 3,000 *
10/97
Kenneth A. Ruck Director from 4/94 to 8,000 8,000 -- *
10/96
Marguerite W. Sallee Director since 1/95 28,000 12,000 16,000 *
Robert E. Wycoff Director since 1/96 19,000 12,000 7,000 *
</TABLE>
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* Less than one percent.
(1) Assumes that all options to acquire shares are exercisable within 60
days, whether or not such options are in fact so exercisable. Includes,
for certain Selling Stockholders, shares held by spouses or children, as
to which such Selling Stockholders disclaim beneficial ownership, and
shares held by limited partnerships or trusts, as to which such Selling
Stockholders disclaim beneficial ownership.
(2) Assumes that all options to acquire shares are exercisable immediately.
(3) Assumes that all outstanding options are exercised and all shares offered
hereby are sold, that no additional shares will be acquired and that no
shares other than those offered hereby will be sold.
