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Rule 424(b)(3)
Registration Nos. 33-34112, 33-44519 and 33-58929
REOFFER PROSPECTUS
MAGNETEK, INC.
COMMON STOCK
($.01 PAR VALUE)
2,349,343 SHARES
This Prospectus relates to 2,349,343 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of MagneTek, Inc. ("MagneTek" or
the "Company"), including 2,349,343 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 1987 Stock Option Plan and Amended and
Restated 1989 Incentive Stock Compensation Plan (the "Plans") to, and which
may be offered for resale from time to time by, certain employees of the
Company and its subsidiaries named in "Selling Stockholders" and 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).
________________________________
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
_______________________________
The date of this Prospectus is June 12, 1998.
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AVAILABLE INFORMATION
The Company has filed separate Registration Statements on Form S-8
relating to each Plan (collectively, the "Registration Statements") 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 Statements, copies of
which may be obtained upon payment of a fee prescribed by the Commission or
may be examined free of charge at the principal office of the Commission in
Washington, D.C.
The Company 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.
3
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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(2)(4)
Selling Relationship to Company May 1, Offered -------------------------
Stockholder(1) During Last Three Years 1998(2) Hereby(3) Number Percent
- --------------------- --------------------------------- ----------------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Antonio Canova Executive Vice President since 158,311 158,311 -- *
10/93
John P. Colling, Jr. Vice President since 7/90; 98,175 85,565 12,610 *
Treasurer since 6/89
Daryl D. David Senior Vice President, Human 164,167 126,397 37,770 *
Resources and Administration
since 7/96
Brian R. Dundon Executive Vice President since 389,400 259,275 130,125 *
11/86
Nancy M. Falls Vice President, Investor 33,000 18,000 15,000 *
Relations since 7/97
Andrew G. Galef Chairman of the Board of 1,308,641 265,000 1,043,641 3.3%
Directors since 7/84; Chief
Executive Officer from 9/93 to
6/96
Gerard P. Gorman Executive Vice President since 152,000 115,000 37,000 *
11/96
Dennis L. Hatfield Assistant Vice President, 22,000 22,000 -- *
Facilities and Environmental
Affairs since 8/92
Ronald N. Hoge President and Chief Executive 636,100 430,000 206,100 *
Officer since 6/96; Director
since 7/96
Thomas R. Kmak Vice President since 10/93; 67,050 56,263 10,787 *
Controller since 11/94
Alexander Levran Senior Vice President, 168,750 168,000 750 *
Technology since 1/95; Vice
President, Technology from 7/93 to
1/95
Samuel A. Miley Vice President, General Counsel 85,800 72,703 13,097 *
and Secretary since 2/90
Robert W. Murray Vice President, Communications 65,445 64,000 1,445 *
and Investor Relations from 4/87
to 7/97.
David P. Reiland Senior Vice President since 7/93; 291,375 219,445 71,930 *
Chief Financial Officer since
7/88; Executive Vice President
from 7/93 to 7/96
James E. Schuster Senior Vice President, 160,000 125,000 35,000 *
Operations since 7/96
John E. Steiner Executive Vice President since 164,384 164,384 -- *
11/95; Senior Vice President,
Strategic Planning and Business
Development from 1/95 to 11/95
</TABLE>
__________________________
The footnotes appear on the following page.
Annex I - Page 1
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* Less than one percent.
(1) Does not include holders of less than 1,000 shares of Common Stock who may
use this Prospectus to reoffer and resell up to 1,000 shares of Common
Stock.
(2) Assumes that all options to acquire shares are exercisable within 60 days,
whether or not such options are in fact so exerciable. 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
Shareholders disclaim beneficial ownership. Excludes shares of Common
Stock, if any, held by the MagneTek FlexCare Plus Retirement Savings Plan
or the MagneTek Deferral Investment Plan.
(3) Assumes that all options to acquire shares are exercisable immediately and
that all restrictions upon restricted stock awards have lapsed.
(4) 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.
Annex I - Page 2
