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
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
MAGNETEK, INC.
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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and 0-11.
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[LOGO]
10900 WILSHIRE BOULEVARD, SUITE 850
LOS ANGELES, CALIFORNIA 90024
October 3, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
MagneTek, Inc. It will be held on Wednesday, November 1, 2000 at 10:00 a.m., at
the Peninsula Hotel, 700 Fifth Avenue at 55th Street, New York, New York 10019.
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, which contains the Annual Report on Form 10-K
(without exhibits), for the 2000 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,
[SIGNATURE]
Andrew G. Galef
Chairman of the Board of Directors,
President and Chief Executive Officer
[LOGO]
10900 WILSHIRE BOULEVARD, SUITE 850
LOS ANGELES, CALIFORNIA 90024
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
TO THE STOCKHOLDERS OF MAGNETEK, INC.:
Notice is hereby given that the 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of MagneTek, Inc. (the "Company") will be held on Wednesday,
November 1, 2000, at 10:00 a.m., at the Peninsula Hotel, 700 Fifth Avenue at
55th Street, New York, New York 10019 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 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 2000 Annual Meeting is the close of business on
September 22, 2000. 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,
[SIGNATURE]
Andrew G. Galef
Chairman of the Board of Directors,
President and Chief Executive Officer
Los Angeles, California
October 3, 2000
[LOGO]
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PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 1, 2000
The Board of Directors of the Company is soliciting the enclosed Proxy for
use at the 2000 Annual Meeting of Stockholders (the "Annual Meeting") of
MagneTek, Inc. (the "Company") to be held on Wednesday, November 1, 2000, at
10:00 a.m., at the Peninsula Hotel, 700 Fifth Avenue at 55th Street, New York,
New York 10019. This Proxy Statement was initially sent to stockholders on or
about October 3, 2000.
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 22, 2000, the record date, there were 22,973,300 shares of Common
Stock issued and 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.
The following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding Common Stock as of September 1, 2000
(except as otherwise indicated) by (i) each person believed by the Company to
own beneficially more than 5% of its outstanding shares of Common Stock,
(ii) each of the Company's directors, (iii) each of the Company's current and
former executive
officers named in the Summary Compensation Table below, and (iv) all current
executive officers and directors of the Company as a group. Except as otherwise
indicated below, the address of each such person is that of the Company, 10900
Wilshire Boulevard, Suite 850, Los Angeles, California 90024.
NUMBER OF
SHARES(1) PERCENT(1)
--------- ----------
Private Capital Management, Inc. (2) 2,293,700 10.0%
3003 Tamiami Trail North
Naples, Florida 34103
ICM Asset Management, Inc. (3) 1,977,822 8.6
W. 601 Main Avenue, Suite 600
Spokane, Washington 99201
David L. Babson and Company Incorporated (4) 1,827,600 8.0
One Memorial Drive
Cambridge, Massachusetts 02142-1300
Dimensional Fund Advisors (5) 1,773,600 7.7
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Andrew G. Galef (6) 1,304,224 5.5
Thomas G. Boren (7) 20,000 *
Dewain K. Cross (8) 139,300 *
Paul J. Kofmehl (9) 99,500 *
Frederick D. Lawrence (10) 23,500 *
Mitchell I. Quain (11) 50,000 *
Robert E. Wycoff (12) 34,500 *
David P. Reiland (13) 348,937 1.5
Alexander Levran (14) 227,648 *
Brian R. Dundon (15) 358,644 1.5
Antonio Canova (16) 196,645 *
John P. Colling, Jr. (17) 110,906 *
Current Executive Officers and Directors as a group (13 2,713,011 8.6
persons) (18)
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* 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. The number of shares and percentage
ownership amounts do not reflect amounts listed in the table representing
common stock equivalents.
(2) As of June 30, 2000, according to public filings. In its most recent
available public filing, Private Capital Management, Inc. states that it
has sole investment power with respect to all of these shares.
(3) As of June 30, 2000, according to public filings. In its most recent
available public filing, ICM Asset Management, Inc. ("ICM") states it has
sole investment power with respect to all of these shares.
2
(4) As of June 30, 2000, according to public filings. In its most recent
available public filing, David L. Babson and Company Incorporated states
that it has sole investment power with respect to all of these shares.
(5) As of June 30, 2000, according to a report of Form 13F filings.
(6) Includes 705,833 shares issuable upon exercise of options by Mr. Galef.
Also includes 1,437 shares held in a trust and 5,000 shares held by
Mr. Galef's spouse, each as to which Mr. Galef disclaims beneficial
ownership.
(7) Includes 17,500 shares issuable upon exercise of options by Mr. Boren. Does
not include 9,824 shares allocated to Mr. Boren's account as of a recent
date under the MagneTek, Inc. Amended and Restated Director Compensation
and Deferral Investment Plan (the "DDIP") deemed to be invested in stock
equivalents.
(8) Includes 71,500 shares issuable upon exercise of options by Mr. Cross. Does
not include 8,677 shares allocated to Mr. Cross' account as of a recent
date under the DDIP deemed to be invested in stock equivalents.
(9) Includes 87,500 shares issuable upon exercise of options by Mr. Kofmehl.
Does not include 10,709 shares allocated to Mr. Kofmehl's account as of a
recent date under the DDIP deemed to be invested in stock equivalents.
(10) Includes 13,500 shares issuable upon exercise of options by Mr. Lawrence.
Does not include 7,297 shares allocated to Mr. Lawrence's account as of a
recent date under the DDIP deemed to be invested in stock equivalents.
(11) Does not include 2,164 shares allocated to Mr. Quain's account as of a
recent date under the DDIP deemed to be invested in stock equivalents.
(12) Includes 25,500 shares issuable upon exercise of options by Mr. Wycoff.
Also includes 9,000 shares held in a living trust, as to which Mr. Wycoff
disclaims beneficial ownership. Does not include 10,683 shares allocated
to Mr. Wycoff's account as of a recent date under the DDIP deemed to be
invested in stock equivalents.
(13) Includes 267,019 shares issuable upon exercise of options by Mr. Reiland
and 5,896 shares held in the 401(k) Plan as of June 30, 2000. Also
includes 39,735 shares held in a living trust, as to which Mr. Reiland
disclaims beneficial ownership.
(14) Includes 226,333 shares issuable upon exercise of options by Dr. Levran
and 565 shares held in the 401(k) Plan as of June 30, 2000.
(15) Consists of 129,125 shares held in a living trust, as to which Mr. Dundon
disclaims beneficial ownership, 225,000 shares issuable upon exercise of
options by Mr. Dundon and 4,519 shares held in the 401(k) Plan as of
June 30, 2000. Mr. Dundon served as an Executive Vice President until
April 2000.
(16) Consists of shares issuable upon exercise of options by Mr. Canova.
(17) Includes 89,657 shares issuable upon exercise of options by Mr. Colling
and 4,931 shares held in the 401(k) Plan as of June 30, 2000.
(18) Includes 1,834,622 shares issuable upon exercise of options by executive
officers and directors as a group as of September 1, 2000, and 11,392
shares held in the 401(k) Plan as of June 30, 2000. Also includes, for
certain executive officers and directors, shares held by spouses or
children, as to which such executive officers and directors disclaim
beneficial ownership, and shares held by trusts, as to which such
executive officers and directors disclaim beneficial ownership.
3
DIRECTORS
The following table sets forth certain pertinent information regarding the
individuals who have been nominated by the Nominating and Corporate Governance
Committee of the Board of Directors to serve as directors of the Company. All of
the individuals listed are currently directors of the Company.
NAME AGE POSITION
- ---------------------------------- -------- ----------------------------------
Andrew G. Galef................... 67 Chairman of the Board of
Directors, President and Chief
Executive Officer
Thomas G. Boren................... 51 Director
Dewain K. Cross................... 62 Director
Paul J. Kofmehl................... 72 Director
Frederick D. Lawrence............. 52 Director
Mitchell I. Quain................. 48 Director
Robert E. Wycoff.................. 70 Director
Mr. Galef has been the Chairman of the Board of Directors since July 1984
and the President and Chief Executive Officer of the Company since May 4, 1999.
Mr. Galef was the Chief Executive Officer of the Company from September 1993
until June 1996. He has been President of The Spectrum Group, Inc. ("Spectrum"),
a private investment and management firm, since its incorporation in California
in 1978 and its 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 also currently serves as a director, and was
formerly the Chairman, of Petco Animal Supplies, Inc. In addition, Mr. Galef
serves as chairman or a director of other privately held Spectrum portfolio
companies.
Mr. Boren has been a director of the Company since October 1997. He is
Chairman of the Compensation Committee and a member of the Nominating and
Corporate Governance Committee. Mr. Boren serves as Executive Vice President of
PG&E Corporation, which markets energy services and products throughout North
America, heading the company's national wholesale and retail energy businesses,
and as President and Chief Executive Officer of PG&E National Energy Group. From
1992 to July 1999, he served as President and Chief Executive Officer of
Southern Energy, Inc., a subsidiary of The Southern Company. From 1989 to 1992,
Mr. Boren served as Senior Vice President and chief administrative officer of
Georgia Power Company, another Southern Company subsidiary. From 1981 to 1989,
Mr. Boren served as Georgia Power Vice President with responsibility for a wide
range of corporate functions in the finance, external affairs, strategic
planning and administrative areas. From 1968 to 1981, Mr. Boren served in
various power supply engineering and finance positions at Georgia Power Company.
He earned his Bachelor of Science degree in Industrial Management from Georgia
Tech in 1971, receiving his MBA in Finance from Georgia State University in
1974, and graduated from the Harvard Advanced Management Program in 1987.
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 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. He is currently a
director of Circor International, Inc.
4
Mr. Kofmehl has been a director of the Company since November 1990. He is a
member of the Audit and Nominating and Corporate Governance Committees. The
Company's mandatory retirement requirement was waived for Mr. Kofmehl for the
next two years. In 1991 Mr. Kofmehl joined Franklin Health Group ("Franklin") as
a partner, and in 1995 Franklin was merged with Corning, Inc., where he was
employed until February 1997. In 1997 Franklin was acquired by a private
investment group and Mr. Kofmehl currently serves as advisor to the President
and Chief Executive Officer of such group. 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. Lawrence has been a director of the Company since July 1998. He is
Chairman of the Nominating and Corporate Governance Committee and a member of
the Compensation Committee. Mr. Lawrence is Chairman and Chief Executive Officer
of Adaptive Broadband Corporation ("Adaptive," formerly known as California
Microwave, Inc.), which he joined in 1997, and he was President of Adaptive from
1997 until July 2000. From 1994 to 1997, he served as Chief Executive Officer of
ComStream and President of the Transmission Group of ADC Telecommunications.
From 1982 to 1994, he held executive positions with Sprint Corporation, becoming
President and Chief Executive Officer of United Telephone of Florida, Sprint's
largest local telephone division. Prior to that, Mr. Lawrence served in
positions of increasing responsibility with Michigan Bell/AT&T.
Mr. Quain has been a director of the Company since January 2000. He is a
member of the Audit and Pension Committees. He is Executive Vice President and a
Principal of ING Barings LLC, serves as the Global Head of ING Barings'
Industrial Manufacturing Group and on the investment committee of the firm's
Leveraged Buyout Fund. Prior to joining ING Barings Furman Selz in 1997,
Mr. Quain held research and investment banking positions with Schroder Wertheim
and Prudential Securities, where he managed investments in and/or served on the
Boards of privately held Cognex, Perceptron and PDA Engineering, all of which
subsequently became publicly traded companies. He is currently a director of
Allied Products Corporation, Mechanical Dynamics, Strategic Distribution and
Titan International.
Mr. Wycoff has been a director of the Company since January 1996. He is
Chairman of the Pension Committee and a member of the Compensation Committee.
Mr. Wycoff was President and Chief Operating Officer of Atlantic Richfield
Company ("ARCO") from January 1986 until June 1993. He was also a director of
ARCO, a director of ARCO Alaska, Inc., and a director of ARCO Foundation, Inc.
In addition, he served as Chairman of the Board and as a director of Lyondell
Petrochemical Company. Following his retirement from these positions on June 1,
1993, he became President Emeritus of ARCO. Mr. Wycoff is currently a Board
Member of Santa Fe International. He is also Chairman Emeritus of LEARN and
serves on the Board of Governors of LAMP, civic organizations dedicated to
education reform.
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 $26,000, (ii) an annual fee of $4,000 for chairmanship of
each committee, (iii) $1,500 for each Board meeting attended in person and
(iv) $1,000 for each committee meeting attended in person or by telephone
(applicable only to the chairman and members of a given committee). Pursuant to
the MagneTek, Inc. Amended and Restated Director Compensation and Deferral
Investment Plan, directors who are not employees or officers of the Company may
elect to defer up to 100% of the annual retainer fees and meeting fees described
above. The plan also permits eligible directors to receive shares of Common
Stock in the lieu of such cash meeting fees, and requires eligible directors to
receive shares of Common Stock in lieu of such cash annual retainer fees.
Officers serve at the discretion of the Board of Directors. Mr. Galef does not
receive any directors' fees. Directors may also receive stock option awards
pursuant to the Company's 1997 Non-Employee Director Stock Option Plan, as
described below.
5
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
MEETINGS. During fiscal year 2000,(1) the Board of Directors met in regular
or special sessions four times. The Audit Committee met four times, the
Compensation Committee and Pension Committee each met three times and the
Nominating and Corporate Governance Committee met twice. The number of meetings
includes telephonic meetings and does not include actions taken by unanimous
written consent of the members of the Board of Directors or the Committees. Each
of the Company's directors who has been nominated for re-election (or election)
attended at least 75 percent of the meetings of the Board of Directors (held
during the period for which he has been a director) and the meetings of the
committees of which he is a member (held during the period for which he has been
a member).
STANDING COMMITTEES. The Audit Committee makes recommendations regarding
the selection of the Company's independent auditors, reviews with the Company's
independent auditors their audit procedures and reviews the results of the
annual audit examination and any accompanying management letters. The Audit
Committee also reviews the written statement from the Company's outside auditor
concerning any relationships between the auditor and the Company or any other
relationships that may adversely affect the independence of the auditor and
assesses the independence of the outside auditor, reviews with management and
the Company's independent auditors the Company's annual audited financial
statements and the results of any significant matters identified as a result of
the Company's independent auditors' interim review procedures. In addition the
Audit Committee periodically reviews the Company's material contingent
liabilities and annually reviews the adequacy of the Audit Committee's charter.
The Compensation Committee reviews and approves the compensation of
executive officers and of certain key employees and generally approves grants
under stock option plans, incentive compensation plans and any other
equity-based or long-term incentive plans. The Compensation Committee also
reviews contributions to the Company's retirement plans and reviews executive
compensation programs, annual performance evaluations and the Proxy Statement
Compensation Committee Report. See "Executive Compensation" and "Report of the
Compensation Committee of the Board of Directors on Executive Compensation."
The Nominating and Corporate Governance Committee determines the
qualifications required of candidates for selection to the Board of Directors,
reviews the desirability of each director's standing for election for the next
year, proposes nominees for election or re-election to the Board of Directors,
and recommends the assignment of directors to various committees. The Nominating
and Corporate Governance Committee also evaluates and recommends director
compensation and benefits to the Board of Directors, periodically reviews each
director's stock ownership and determines if the recommended level is being
acquired, evaluates the performance of the Chief Executive Officer and reports
its evaluation to the Compensation Committee. The Committee also periodically
reviews the Company's corporate governance guidelines and monitors compliance
with such guidelines.
The Pension Committee establishes and reviews investment policies and
guidelines for the Company's qualified pension plan, reviews investment results
and performance of the pension plan, reviews the accounting impact and costs
related to the Company's retirement plans, and reviews plan design, amendments
and other issues related to the Company's retirement plans.
OTHER DIRECTOR COMPENSATION
Under the Company's 1997 Non-Employee Director Stock Option Plan, each
qualifying director (any director of the Company who on the date of the grant is
neither an officer nor an employee of the
- ------------------------
(1) The Company uses a 52-53 week fiscal year which ends on the Sunday nearest
June 30. For clarity of presentation, all periods are presented as if the
year ended on June 30. Fiscal year 2000 contained 53 weeks and fiscal years
1999 and 1998 each contained 52 weeks.
6
Company or a subsidiary of the Company) is automatically granted annually, on
each June 30, a non-qualified stock option to purchase 4,000 shares of the
Company's Common Stock, which was recently increased to 7,500 shares. The per
share exercise price of the option is the fair market value of a share of the
Company's Common Stock on the date of the grant. In fiscal year 2000, each of
Messrs. Boren, Cross, Kofmehl, Lawrence, Quain and Wycoff received an option to
purchase 4,000 shares. In addition, Mr. Quain received an automatic grant of
4,000 shares upon his initial appointment as a director, and each of
Messrs. Boren, Cross, Kofmehl, Lawrence and Wycoff received a grant of 15,000
shares. Options with respect to 50% of the shares are exercisable one year after
the date of the grant and options with respect to the remaining 50% of the
shares are exercisable two years after the date of the grant.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of any equity security of
the Company to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and to furnish copies of these reports to the
Company. Based solely on a review of the copies of the forms that the Company
received, the Company believes that all Forms 4 or 5 were filed on a timely
basis.
7
EXECUTIVE 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 most recent fiscal years
of those persons who served as the Company's Chief Executive Officer during the
last fiscal year, 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"):
LONG-TERM
COMPENSATION
------------
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND FISCAL ------------------- OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) (SHARES)(2) COMPENSATION(3)
- ---------------------------------------- -------- -------- -------- ------------ ---------------
Andrew G. Galef (4) 2000 $ -- $ -- 250,000 $ --
Chairman of the Board 1999 -- -- 0 --
of Directors, President and 1998 -- -- 0 --
Chief Executive Officer
David P. Reiland 2000 325,000 76,400 108,469 6,864
Senior Vice President 1999 357,500 0 62,439 7,735
and Chief Financial Officer 1998 325,000 0 134,445 180,237
Alexander Levran 2000 275,000 66,200 100,000 64,315(5)
Senior Vice President, 1999 275,000 0 60,000 10,326
Technology 1998 250,000 0 40,000 58,054
Brian R. Dundon 2000 266,574 67,800 155,000 253,122(6)
Former Executive Vice 1999 315,042 0 46,796 19,218
President (resigned 4/00) 1998 300,040 0 20,000 206,429
Antonio Canova 2000 250,000 64,800 100,000 0
Executive Vice President 1999 250,000 0 30,000 0
1998 250,000 0 52,544 50,625
John P. Colling, Jr. 2000 200,367 27,500 18,388 4,698
Vice President and 1999 195,480 0 28,952 15,767
Treasurer 1998 195,480 0 42,105 53,649
- ------------------------
NOTES:
(1) The amounts reflect bonuses for services rendered during the fiscal year
indicated.
(2) The 2000 amounts include, for Messrs. Reiland and Colling: 8,469 and 3,388
options, respectively, granted pursuant to a reload feature applicable to
certain options issued under the Company's 1989 Incentive Stock Compensation
Plan. The 1999 amounts include, for Messrs. Reiland, Dundon and Colling:
12,439, 6,796 and 13,952 options, respectively, granted pursuant to the
reload feature. The 1998 amounts include, for Messrs. Reiland and Colling:
109,445 and 34,105 options, respectively, granted pursuant to the reload
feature.
(3) The 2000 amounts reflect, for Messrs. Reiland, Levran, Dundon and Colling:
$4,614, $10,750, $11,001 and $3,311, respectively, reimbursed under the
Senior Executive Medical Reimbursement Plan; and $2,250, $1,903, $606 and
$1,387, respectively, contributed by the Company to the MagneTek FlexCare
8
Plus Retirement Savings Plan (a 401(k) plan) for the account of each such
person. Messrs. Galef and Canova are not covered in the foregoing plans.
(4) Mr. Galef receives no direct compensation from the Company. Mr. Galef's
services as Chairman of the Board of Directors, President 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.
(5) The amount reported for Dr. Levran includes $12,000 for reimbursement of
relocation expenses and $39,662 for gross-up on his taxable relocation
amounts.
(6) The amount reported for Mr. Dundon includes $23,409 for the value of his
shares held under the Company's Supplemental Executive Retirement Program,
$12,117 for his earned vacation and a $205,989 severance payment.
OPTION GRANTS
Shown below is information regarding grants of stock options during the
fiscal year ended June 30, 2000 to the Named Officers:
INDIVIDUAL
GRANTS POTENTIAL REALIZABLE
---------- VALUE AT ASSUMED
NUMBER OF PERCENTAGE ANNUAL RATES OF
SECURITIES OF TOTAL STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM
GRANTED(1) EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME (SHARES) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- --------------------------- ---------- ------------ ----------- ---------- ---------- ----------
Andrew G. Galef 250,000 13.8% $ 8.9375 8/25/09 $1,405,198 $3,560,925
David P. Reiland 8,469(2) 0.5 11.3125 7/23/09 60,252 152,685
100,000 5.5 8.9375 8/25/09 562,080 1,424,370
Alexander Levran 100,000 5.5 8.9375 8/25/09 562,080 1,424,370
Brian R. Dundon 100,000 5.5 8.9375 8/25/09 562,080 1,424,370
55,000 3.0 8.1250 4/28/10 281,039 712,184
Antonio Canova 100,000 5.5 8.9375 8/25/09 562,080 1,424,370
John P. Colling, Jr. 3,388(2) 0.2 11.3125 7/23/09 24,104 61,081
15,000 0.8 8.9375 8/25/09 84,312 213,656
- ------------------------
NOTES:
(1) Options were granted under the Company's 1989 Incentive Stock Compensation
Plan and are exercisable with respect to one third of the shares covered
thereby on each anniversary of the grant date with full vesting occurring on
the third anniversary date. Certain significant transactions involving the
Company or its stock will make the options granted under this plan
exercisable immediately and, should the Company's Common Stock cease to be
publicly traded, option holders would be entitled to receive cash in lieu of
exercising and selling the shares subject to their options.
(2) These options were granted pursuant to a reload feature applicable to
certain options issued under the Company's 1989 Incentive Stock Compensation
Plan.
9
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
Shown below is information relating to the fiscal year-end value of
unexercised options for each of the Named Officers:
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------- ----------- ------------- ----------- -------------
Andrew G. Galef 622,500 250,000 $0 $0
David P. Reiland 208,687 156,666 0 0
Alexander Levran 159,667 168,333 0 0
Brian R. Dundon 225,000 0 0 0
Antonio Canova 141,644 146,667 0 0
John P. Colling, Jr. 85,028 27,667 0 0
- ------------------------
NOTES:
(1) Calculated using closing price on June 30, 2000 of $8 per share.
CHANGE OF CONTROL AGREEMENTS
In October 1998, the Company entered into Change of Control Agreements with
each of Messrs. Reiland, Dundon, Levran, Canova and Colling that provide certain
benefits upon termination of employment in connection with a Change of Control
(as defined in such agreements). The executive's benefits upon termination would
include: (a) a single lump sum payment equal to: (1) any accrued vacation and
unpaid base salary and bonus plus (2) a prorated portion of the executive's
bonus for the fiscal year in progress plus (3) an amount equal to 1 1/2 times
the executive's base compensation, in the case of Messrs. Reiland, Dundon,
Levran and Canova, and equal to one times the executive's base compensation in
the case of Mr. Colling; (b) continuation of certain fringe benefits for a
period of 18 months, in the case of Messrs. Reiland, Dundon, Levran and Canova,
and 12 months, in the case of Mr. Colling, following termination of employment;
and (c) outplacement services. In addition, upon the occurrence of a Change of
Control, the executive would become fully vested in all outstanding stock
options and restricted stock awards, if any, granted to him.
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, 1999, compensation is limited to
$170,000). The actual percentage varies depending upon years of vesting service
with the Company. The "integration level," which for calendar 2000 is $35,000,
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 10-year certain life annuity (unless a
10
joint and survivor annuity is required or an alternative form of payment, such
as a lump sum, 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. Reiland, Levran and Colling
under the Retirement Plan upon retirement at normal retirement age (in life only
form) are approximately $106,391, $48,324 and $112,045, respectively (assuming
continued compensation at the present amounts (subject to the $170,000 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,
and Mr. Dundon is no longer with the Company.
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.
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. The Committee believes that the compensation of executive officers
should reflect the scope of their responsibilities, the success of the Company
and the contributions of each executive to that success. In addition, the
Committee believes that base salaries should be consistent with competitive
salaries derived from market surveys and that short-term and long-term incentive
compensation should reflect the performance of the Company and the contributions
of each executive. Salary and bonus payments are primarily designed to reward
current and past performance. The primary goal of the Company and the Committee
is to excel in the creation of long-term value for stockholders. The principal
incentive tool used to achieve this goal is the periodic grant of stock options
to key employees. The Committee and management believe that awards of stock
options accomplish many objectives.
The Committee's decisions concerning the base salary and total cash
compensation (base salary plus bonus) of individual executive officers during
fiscal year 2000 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 independent sources. These sources included broad-based
compensation surveys of various manufacturing and/or electronic equipment
companies. External competitiveness is an important element of the Committee's
compensation policy. The Committee found that the executive officers'
compensation levels were appropriate in light of the data included in each of
the foregoing sources. Equitable principles are also central to the Committee's
compensation policies. Compensation considered for the Company's executive
officers, whether cash or stock-based incentives, is also evaluated by comparing
it to compensation of other executives within the Company with comparable levels
of responsibility. Stock options are awarded to provide incentives for superior
long-term future performance as well as for retention of executive officers.
Stock options 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. All stock option grants were
made under the 1989 Incentive Stock Compensation Plan, which was approved by the
Company's stockholders and expired in September 1999. The 1999 Stock Incentive
Plan, which was approved by the Company's stockholders in October 1999, replaced
the expired plan.
BONUSES. For fiscal year 2000 the Committee adopted a formula (which varies
from year to year) at the beginning of the fiscal year. The formula used for
fiscal year 2000 was based upon the performance of
11
the relevant business unit. Business units were rated based upon the achievement
of profitability and cash flow targets. The Committee believes these measures to
be key drivers of stock performance over time. For the executive officers, cash
bonuses were determined by multiplying a target incentive rate (a percentage of
salary that increases with the level of responsibility) by the performance
rating of the applicable business unit. For executives at the corporate level,
cash bonuses were determined by multiplying a target incentive rate by a
weighted average of the performance rating of all business units. Target
incentive percentages ranged from 35% to 70% of an executive's salary, and
performance ratings ranged from 0 to 1.5. While the Company failed to achieve
operating profit targets, working capital performance thresholds were attained
in fiscal 2000 and bonuses were paid to officers for fiscal year 2000.
STOCK OPTIONS. The Committee awarded a total of 778,068 non-qualified stock
options to the executive officers during the Company's 2000 fiscal year, all of
which were granted under the 1999 Stock Incentive 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
study prepared for the Company by Hewitt Associates, an independent compensation
consulting firm. The size of the individual awards is designed to maintain
competitiveness and promote long-term productivity from the executive officers.
CHIEF EXECUTIVE OFFICER. Mr. Galef's services as Chairman of the Board of
Directors, President 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 2000
was $726,000, and such fee and expenses totaled $904,000 for fiscal 2000. 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. No bonus was paid to Spectrum pursuant to this provision during
fiscal 2000. 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.
TAX DEDUCTIBILITY CONSIDERATIONS. The Committee has reviewed the Company's
compensation plans with regard to the deduction limitation under the Code.
Section 162(m) 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. None of the named
executive officers received compensation in excess of $1 million in 2000. The
Committee does not currently expect the compensation of any of the named
executive officers to exceed the $1 million threshold in fiscal year 2001. While
the Company intends to pursue a strategy of maximizing the deductibility of
compensation paid to executive officers in fiscal year 2001, it also intends to
maintain the flexibility to take actions that it considers to be in the
Company's best interests and to take into consideration factors other than tax
deductibility.
The foregoing report on executive compensation is provided by the following
directors who comprise the Compensation Committee of the Board of Directors:
Thomas G. Boren (Chairman)
Frederick D. Lawrence
Robert E. Wycoff
12
PERFORMANCE GRAPH
Shown below is information comparing the cumulative total return to
stockholders of the Company's Common Stock, the Standard & Poors 500 Index ("S&P
500"), a new peer group ("New Peer Group") and the Standard & Poors Electrical
Equipment Index ("S&P Electrical"), the old peer group, from June 30, 1995 to
June 30, 2000. The New Peer Group index is comprised of five publicly-traded
companies engaged in businesses that are comparable to that of the Company and,
in management's opinion, most closely represent the Company's peer group, as
follows: Artesyn Technologies Inc., C&D Technologies, Inc., Power-One, Inc., SL
Industries, Inc. and Vicor Corporation. The information assumes that the value
of the investment in the Company's Common Stock, and each index, was $100 on
June 30, 1995, and that all dividends were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
COMPANY NAME JUN-95 JUN-96 JUN-97 JUN-98 JUN-99 JUN-00
MAGNETEK INC 100.00 70.64 122.02 115.60 77.52 58.72
S&P 500 100.00 125.99 169.68 220.84 271.10 290.75
S&P ELECTRICAL 100.00 76.34 108.99 118.79 184.29 327.95
NEW PEER GROUP 100.00 129.18 142.97 109.28 159.29 424.53
6/30/95 6/30/96 6/30/97 6/30/98 6/30/99 6/30/00
---- ------- ------- ------- ------- -------
MagneTek, Inc........................... $100 $ 70.64 $122.02 $115.60 $ 77.52 $ 58.72
S&P 500................................. 100 125.99 169.68 220.84 271.10 290.75
S&P Electrical.......................... 100 76.34 108.99 118.79 184.29 327.95
New Peer Group.......................... 100 129.18 142.97 109.28 159.29 424.53
13
CERTAIN TRANSACTIONS
The Company has an agreement with the Spectrum Group, Inc. ("Spectrum")
whereby Spectrum will provide management services to the Company through
December 31, 2002 at an annual fee plus certain allocated and out of pocket
expenses. The Company's Chairman is also the chairman of Spectrum. The services
provided include consultation and direct management assistance with respect to
operations, strategic planning and other aspects of the business of the Company.
Fees and expenses paid to Spectrum for these services under the agreement
amounted to $904,000 for the year ended June 30, 2000.
During the year ended June 30, 2000, the Company paid approximately $37,000
in fees to charter an aircraft owned by a company in which the Chairman is the
principal shareholder.
The Company has retained ING Barings to act as its agent in connection with
the purchase of stock under its 10 million share repurchase program. Commissions
paid to ING Barings during fiscal 2000 amounted to $283,452. The Company also
engaged ING Barings to evaluate strategic alternatives for its lighting
operation in the fourth quarter of fiscal 2000, pursuant to which ING Barings
was paid a retainer of $100,000. During the engagement ING Barings will be
reimbursed for all reasonable expenses and if the lighting business is sold, it
will receive a percentage of the transaction value based on a sliding scale.
Mitchell I. Quain, one of the Company's directors and a member of the Company's
Audit Committee, is Executive Vice President and a Principal of ING Barings LLC,
serves as Global Head of ING Barings' Industrial Manufacturing Group and on the
investment committee of the firm's Leveraged Buyout Fund.
COMPANY PROPOSALS
The following proposals will be submitted for stockholder consideration and
voting at the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Nominating and Corporate Governance Committee of the Board of Directors
of the Company has nominated and recommends for election as directors the
following six 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
Thomas G. Boren
Dewain K. Cross
Paul J. Kofmehl
Frederick D. Lawrence
Mitchell I. Quain
Robert E. Wycoff
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.
14
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 2001 Annual
Meeting of Stockholders of the Company must be received by the Secretary of the
Company not later than June 5, 2001, to be considered for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. The
Company may have discretionary authority to vote on a stockholder proposal if it
is not received by the Company before August 19, 2001. The Company anticipates
that next year's annual meeting will take place on October 31, 2001.
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 2000 fiscal year, which contains
the Annual Report on Form 10-K (without exhibits), is being mailed to
stockholders together with this Proxy Statement.
THE COMPANY WILL SEND TO STOCKHOLDERS UPON WRITTEN REQUEST, WITHOUT CHARGE,
AN ADDITIONAL COPY OF THE ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE
YEAR ENDED JUNE 30, 2000 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,
[SIGNATURE]
Andrew G. Galef
Chairman of the Board of Directors,
President and Chief Executive Officer
Los Angeles, California
October 3, 2000
15
HARDING & HEAL, INC. PROOF #5 9/25/00 09:15 CUST. THE BANK OF NEW YORK FILE NAME
73627 MAGNETEK PROXY
Attn: Robert Rinaudo
- --------------------------------------------------------------------------------
/ /
1. Election of Directors FOR all nominees / / WITHHOLD AUTHORITY to vote / / *EXCEPTIONS / /
listed below for all nominees listed below.
Nominees: Andrew G. Galef, Thomas G. Boren, Dewain K. Cross, Paul J. Kofmehl,
Frederick D. Lawrence, Mitchell I. Quain and Robert E. Wycoff (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. 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 October 3, 2000
is hereby acknowledged.
Dated: ________________________________
Signature of Stockholder
Signature of Stockholder
(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.)
VOTES MUST BE INDICATED
/X/ IN BLACK OR BLUE INK. / /
PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE U.S.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROXY
MAGNETEK, INC.
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 1, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints ANDREW G. GALEF and DAVID P. REILAND,
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 Peninsula Hotel,
700 Fifth Avenue at 55th Street, New York, New York 10019 on November 1, 2000,
at 10:00 a.m. and any adjournment thereof.
1. ELECTION OF DIRECTORS
Nominees are: Andrew G. Galef, Thomas G. Boren, Dewain K. Cross,
Paul J. Kofmehl, Frederick D. Lawrence, Mitchell I. Quain and Robert
E. Wycoff
UNMARKED PROXIES WILL BE VOTED "FOR" 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
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