MAGNETEK INC
8-K, 2000-02-29
POWER, DISTRIBUTION & SPECIALTY TRANSFORMERS
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                              UNITED STATES
                    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)       February 9, 2000
                                                -------------------------------

                              MagneTek, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware
- -------------------------------------------------------------------------------
               (State or other jurisdiction of incorporation)

         1-10233                                            95-3917584
- ------------------------                   ------------------------------------
(Commission File number)                   (I.R.S. Employer Identification No.)

26 Century Boulevard, Nashville, Tennessee                            37214
- -------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code       (615) 316-5100
                                                  -----------------------------

- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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Item 5.  Other Events
         ------------

         This report consists of a press release relating to the amendment and
restatement of MagneTek, Inc.'s the Stockholder Rights Plan of MagneTek, Inc.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         -------------------------------------------------------------------

      c.        Exhibits

                99.1     February 9, 2000 Press Release of MagneTek, Inc.

<PAGE>

                               SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be filed on its
behalf by the undersigned hereunto duly authorized.

Date:    February 29, 2000





                               MAGNETEK, INC.

                               By:     /s/ Samuel A. Miley
                                  ------------------------------
                                       Samuel A. Miley, Esq.
                                  Vice President, General Counsel and Secretary


<PAGE>

Release:     February 9, 2000


Contact:     Robert Murray
             615-316-5270
             [email protected]
             --------------------


MAGNETEK INC. EXTENDS STOCKHOLDER RIGHTS PLAN AND TERMINATES EXECUTIVE DEFERRED
COMPENSATION PLAN

NASHVILLE, TN, FEBRUARY 9, 2000 - MagneTek, Inc. (NYSE: MAG) today announced
that its Board of Directors has approved a two-year extension of the Company's
existing stockholder rights plan. The Company's stockholder rights plan was
scheduled to expire on March 3, 2000, and the amendment provides that the plan
will instead expire on March 3, 2002.

In addition, the company announced the termination of the MagneTek, Inc.
Deferral Investment Plan, a non-qualified deferred compensation plan under which
a portion of an employee's regular salary and bonus could be withheld, thereby
deferring taxation until a later time. A number of current and former executives
received cash payouts of such deferred compensation as a result of the plan
termination. Although these transactions are being filed on Form 4 with the
Securities and Exchange Commission, they do not represent sales of MagneTek
stock; in fact, MagneTek has been ranked by First Call/Thompson Financial as
being among the top 10 companies in terms of net increase in stock purchased by
insiders during the most recent reporting period, according to The Wall Street
Journal (February 2, 2000).

MagneTek designs and manufactures electronic power products for communications,
industrial and building systems, data processing and imaging. Listed on the New
York Stock Exchange (NYSE: MAG), the company operates 11 research and
manufacturing facilities in North America, two in Europe and one in China,
employs approximately 8,000 people, and reported revenues of $662 million for
its 1999 fiscal year.


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