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 Section 240.14a-11(c) or Section
240.14a-12
MAGNETEK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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[LOGO]
26 Century Boulevard
P.O. Box 290159
Nashville, Tennessee 37229-0159
October 1, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
MagneTek, Inc. It will be held on Thursday, October 24, 1996 at 10:00 a.m., at
the offices of MagneTek, Inc., 26 Century Boulevard, Nashville, Tennessee 37214.
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 for the 1996 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,
Andrew G. Galef
Chairman of the Board of Directors
[LOGO]
26 Century Boulevard
P.O. Box 290159
Nashville, Tennessee 37229-0159
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------
TO THE STOCKHOLDERS OF MAGNETEK, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
"Annual Meeting") of MagneTek, Inc. (the "Company") will be held on Thursday,
October 24, 1996, at 10:00 a.m., at the offices of the Company, 26 Century
Boulevard, Nashville, Tennessee 37214 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 1996 Annual Meeting is the close of business on
September 13, 1996. 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,
Samuel A. Miley
Vice President, General Counsel and
Secretary
Nashville, Tennessee
October 1, 1996
[LOGO]
-------------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 1996
The Board of Directors of the Company is soliciting the enclosed Proxy for
use at the 1996 Annual Meeting of Stockholders (the "Annual Meeting") of
MagneTek, Inc. (the "Company") to be held on Thursday, October 24, 1996, at
10:00 a.m., at the offices of the Company, 26 Century Boulevard, Nashville,
Tennessee 37214. This Proxy Statement was initially sent to stockholders on or
about October 1, 1996.
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 13, 1996, there were 25,515,147 shares (excluding 12,367 treasury
shares) of Common Stock 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 August 30, 1996
(except as otherwise indicated) by (i) each entity 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 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, 26 Century Boulevard,
P.O. Box 290159, Nashville, Tennessee 37229-0159.
NUMBER OF
SHARES(1) PERCENT
---------- -----------
J.P. Morgan & Co., Incorporated (2) 3,488,630 13.7%
60 Wall Street
New York, NY 10260
The Capital Group Companies, Inc. (3) 2,311,000 9.1
333 South Hope Street
Los Angeles, CA 90071
ICM Asset Management, Inc. (4) 2,245,200 8.8
601 W. Main Avenue, Suite 917
Spokane, WA 99201
Pacific Financial Research, Inc. (5) 1,862,300 7.3
9601 Wilshire Boulevard, Suite 800
Beverly Hills, CA 90210
Andrew G. Galef (6) 954,704 3.7
Ronald N. Hoge (7) 121,300 *
Dewain K. Cross 41,800 *
Paul J. Kofmehl (8) 8,000 *
A. Carl Kotchian 3,000 *
Crocker Nevin (9) 51,375 *
Kenneth A. Ruck 8,000 *
Marguerite W. Sallee (10) 8,000 *
Robert E. Wycoff (11) 1,000 *
Antonio Canova (12) 36,600 *
Brian R. Dundon (13) 282,941 1.1
John E. Steiner (14) 45,467 *
David P. Reiland (15) 190,122 *
Executive Officers and Directors 2,041,882 7.7
as a group, including those
persons named above
(21 persons) (16)
- ------------------------
* 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.
(2) As of June 30, 1996, according to public filings. In its most recent
available public filings, J.P. Morgan & Co., Incorporated ("J.P. Morgan")
states that some of these shares may be held by its subsidiaries; J.P.
Morgan has sole investment power with respect to all these shares and sole
voting power with respect to 2,692,510 of these shares; and the amount
includes 306,250 shares that J.P. Morgan has a right to acquire.
2
(3) As of June 30, 1996, according to public filings. In its most recent
available public filings, The Capital Group Companies, Inc. states that it
has sole investment power with respect to all these shares and sole voting
power with respect to 760,200 of these shares.
(4) As of June 30, 1996, according to public filings. In its most recent
available public filings, ICM Asset Management, Inc. ("ICM") states it has
sole investment power with respect to all these shares and sole voting power
with respect to 1,489,800 of these shares. According to its public filings,
ICM is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(5) As of June 30, 1996, according to public filings. In its most recent
available public filings, Pacific Financial Research, Inc. states that it is
an investment advisor.
(6) Includes 357,750 shares issuable upon exercise of options by Mr. Galef.
Also includes 591,954 shares held in a trust, as to which Mr. Galef
disclaims beneficial ownership. Also includes 5,000 shares held by Mr.
Galef's spouse, as to which Mr. Galef disclaims beneficial ownership.
(7) Includes 3,000 shares held by Mr. Hoge's children, as to which Mr. Hoge
disclaims beneficial ownership.
(8) The shares shown for Mr. Kofmehl are held by his spouse, as to which Mr.
Kofmehl disclaims beneficial ownership.
(9) Includes 48,375 shares issuable upon exercise of options by Mr. Nevin.
(10) Includes 5,000 shares held by Ms. Sallee's spouse, as to which Ms. Sallee
disclaims beneficial ownership.
(11) Includes 1,000 shares held in a trust, as to which Mr. Wycoff disclaims
beneficial ownership.
(12) Includes 36,600 shares issuable upon exercise of options by Mr. Canova.
(13) Includes 149,275 shares issuable upon exercise of options by Mr. Dundon.
(14) Includes 45,170 shares issuable upon exercise of options by Mr. Steiner.
(15) Includes 141,250 shares issuable upon exercise of options by Mr. Reiland.
Also includes 39,735 shares held in a living trust, as to which Mr. Reiland
disclaims beneficial ownership.
(16) Includes 993,470 shares issuable upon exercise of options by executive
officers and directors as a group, and 25,363 shares held in the MagneTek
FlexCare Plus Retirement Savings Plan (a 401(k) plan) as of June 30, 1996.
Also includes, for certain executive officers and directors, shares held by
spouses, as to which such executive officers and directors disclaim
beneficial ownership, and shares held by limited partnerships or 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 Committee of the Board of
Directors to serve as directors of the Company. All of the individuals listed
are currently directors of the Company. A. Carl Kotchian and Kenneth A. Ruck are
currently directors who are not standing for re-election to the Board of
Directors.
NAME AGE POSITION
- ------------------------------- ---- -----------------------------------------------------
Andrew G. Galef................ 63 Chairman of the Board of Directors
Ronald N. Hoge................. 51 President, Chief Executive Officer and Director
Dewain K. Cross................ 58 Director
Paul J. Kofmehl................ 68 Director
Crocker Nevin.................. 73 Director
Marguerite W. Sallee........... 50 Director
Robert E. Wycoff............... 66 Director
Mr. Galef has been the Chairman of the Board of Directors since July 1984.
He also is the Chairman of the Nominating Committee and a member of the
International Operations Committee. 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. Hoge was elected as the President and Chief Executive Officer of the
Company in June 1996. He became a Director of the Company in July 1996. From
1993 until May 1996, Mr. Hoge was President of the Aerospace Equipment Systems
Division of Allied Signal, Inc. From 1986 to 1993, he was President and Chief
Executive Officer of Onan Corporation, the generator subsidiary of Cummins
Engine Company. He also served as President of Cummins Brasil S.A. for five
years. From 1971, when he first joined Cummins, until 1978, he served in
progressive staff positions, including Manager of Corporate Responsibilities,
and managed the start-up of Cummins' diesel engine factory in Daventry, England.
Mr. Hoge earned a Bachelor's degree in Mathematics from Amherst College in 1967.
He received his MBA in Marketing from Stanford University in 1970, completing
graduate studies in Public Administration at the University of California,
Berkeley, the same year. Mr. Hoge has been serving as a director of Merrill
Corporation since June 1989. He was also a director of Graco Corporation from
1990 to 1993.
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.
Mr. Kofmehl has been a Director of the Company since November 1990. He is
Chairman of the International Operations and Pension Committees and a member of
the Compensation Committee. 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
4
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. Nevin has been a Director of the Company since July 1984. He is a member
of the Audit, Compensation and Nominating Committees. Mr. Nevin served as
Chairman and Chief Executive Officer of CF&I Steel Co. from 1985 to 1993. CF&I
Steel Co. filed a voluntary petition for reorganization under Federal bankruptcy
law in November 1990. Mr. Nevin is also a director of the BOC Group PLC.
Ms. Sallee has been a Director of the Company since January 1995. She is
Chairman of the Compensation Committee and a member of the Pension Committee.
Ms. Sallee is the President and Chief Executive Officer of Corporate Family
Solutions, which she co-founded in 1987. In 1994 Ms. Sallee was named the first
woman chairman of the Nashville Area Chamber of Commerce, and is active in civic
and business matters in Tennessee. Ms. Sallee also serves as a director of
Proffitt's and as a director of NationsBank for Tennessee and Kentucky.
Mr. Wycoff has been a Director of the Company since January 1996. He is a
member of the Audit, Compensation, and International Operations Committees. 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 the Electric Power Research Institute (EPRI). He is also Chairman of
LEARN and serves on the Board of Governors of LAMP, civic organizations
dedicated to education reform.
Mr. Kotchian has been a Director of the Company since January 1986. He is a
member of the Audit, Nominating and Pension Committees. He retired as Vice
Chairman of the Board of Directors of Lockheed Corporation in 1976. Since his
retirement, Mr. Kotchian has served as a consultant to Aviall, Inc.; Daniel,
Mann, Johnson & Mendenhall; and Consolidated Equities Corporation. Mr. Kotchian
is also a director of Vard Newport.
Mr. Ruck has been a Director of the Company since April 1994. He is a member
of the Audit Committee. From 1988 to 1992, Mr. Ruck was President and Chief
Executive Officer of EPE Technologies, Inc., a manufacturer of uninterruptible
power supplies. He has served as a consultant to and a director of Statordyne
Corporation, a power protection manufacturing company, since July 1993, and as
Chairman of the Board and Chief Executive Officer from February to October 1995.
Statordyne Corporation filed a voluntary petition for reorganization under
Federal bankruptcy law in August 1995. Mr. Ruck is also a director of P.E.A.C.
Corp., a specialty retail company.
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 $24,000, (ii) an annual fee of $4,000 for chairmanship of
each committee, (iii) $1,500 for each Board meeting attended, and (iv) $1,000
for each committee meeting attended (applicable only to the chairman and members
of a given committee). Officers serve at the discretion of the Board of
Directors. Mr. Galef and Mr. Hoge do not receive any directors' fees. Directors
may also receive stock option awards pursuant to the Company's Non-Employee
Director Stock Option Plan, and stock appreciation rights pursuant to the 1991
Director Incentive Compensation Plan and the 1991 Discretionary Director
Incentive Compensation Plan, each as described below.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
MEETINGS. During fiscal year 1996,(1) the Board of Directors met in regular
or special session five times. The Compensation Committee met six times, the
Audit Committee met five times, the Pension Committee met four times and the
Nominating Committee met once. The International Operations Committee did not
meet during fiscal year 1996. The number of meetings includes telephonic
meetings and does not include actions taken by unanimous written consent of the
members of the Board or the Committees. Each of the
- ---------
(1) The Company uses a 52-53 week fiscal year which ends on the Sunday nearest
June 30. Accordingly, the Company's 1996 fiscal year ended on June 30, 1996
and contained 52 weeks.
5
Company's directors who has been nominated for re-election (or election)
attended at least 75% of the meetings of the Board of Directors (held during the
period for which he or she has been a director) and the meetings of the
committees of which he or she is a member (held during the period for which he
or she has been a member).
STANDING COMMITTEES. The Audit Committee monitors the Company's basic
accounting policies and the adequacy of internal controls, reviews its internal
audit and management reports and the reports of its independent auditors, and
makes recommendations regarding the appointment of its independent auditors. The
Compensation Committee reviews and approves the compensation of executive
officers and of certain key employees and generally approves grants under the
1987 Stock Option Plan of MagneTek, Inc. and the 1989 Incentive Stock
Compensation Plan of MagneTek, Inc. See "Executive Compensation" and "Report of
the Compensation Committee of the Board of Directors on Executive Compensation."
The International Operations Committee monitors the Company's international
operations and reviews and makes recommendations regarding potential foreign
acquisitions and international financings. The Nominating Committee proposes
nominees for election or re-election to the Board of Directors. Should a vacancy
in the Board of Directors occur, the Nominating Committee will seek and nominate
qualified individuals. The Nominating Committee will consider nominees for
director whose names are timely submitted by holders of Common Stock in writing
addressed to the Chairman of the Nominating Committee accompanied by such
information regarding the nominee as would be required under the rules of the
Securities and Exchange Commission. The Pension Committee evaluates and
recommends to the Board of Directors revisions to Company health, welfare and
retirement plans believed to be appropriate. The Pension Committee also selects
and evaluates the performance of the Company's independent fund investment
managers.
OTHER DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. The Company's Non-Employee
Director Stock Option Plan (the "Director Plan") became effective on June 30,
1995. Under this Director 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 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. 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 1996, each of Messrs. Cross, Kofmehl, Kotchian, Nevin, Ruck, Wycoff and Ms.
Sallee received an option to purchase 4,000 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. This Director Plan replaced the automatic grant of stock
appreciation rights under the Company's 1991 Director Incentive Compensation
Plan.
1991 DIRECTOR INCENTIVE COMPENSATION PLAN. The 1991 Director Incentive
Compensation Plan of MagneTek, Inc. authorizes the grant of stock appreciation
rights ("SARs") to the Company's directors. This plan was essentially replaced
by the Non-Employee Stock Option Plan, as discussed above; however, the plan
still provides that Mr. Kofmehl will receive SARs with respect to 11,500 shares
for each of the fiscal years 1995 through 1998, all at a base price of $14.56
per share. All grants made under this plan are exercisable for cash only.
1991 DISCRETIONARY DIRECTOR INCENTIVE COMPENSATION PLAN. The 1991
Discretionary Director Incentive Compensation Plan of MagneTek, Inc. authorizes
the Compensation Committee to grant SARs to the Company's non-employee directors
who are not members of the Compensation Committee. The Compensation Committee
selects the non-employee directors to whom the SARs will be granted from time to
time, determines the number of shares to be subject to such SARs and determines
the terms and conditions of such SARs, including when they become exercisable.
The base price of the shares of Common Stock subject to the SARs is also set by
the committee but may not be less than the fair market value of such shares on
the grant date. Certain significant transactions involving the company or its
stock will accelerate the vesting of all SARs then outstanding. SARs under this
plan expire ten years from the date of grant and are exercisable for cash only.
No SARs were granted under this plan in fiscal year 1996.
6
EXECUTIVE COMPENSATION
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
NAME AND ANNUAL COMPENSATION RESTRICTED UNDERLYING
PRINCIPAL FISCAL ------------------------- STOCK OPTIONS/SARS ALL OTHER
POSITION YEAR SALARY BONUS(1) AWARD(S) (SHARES) COMPENSATION(2)
- -------------------------------- ----------- ---------- ------------- ---------- ------------- -----------------
Andrew G. Galef (3) 1996 $ -- $ -- $ 0 0 $ --
Chairman of the Board of 1995 -- -- 0 0 --
Directors 1994 -- -- 0 307,500 --
Ronald N. Hoge (4) 1996 75,000 0 1,100,100 400,000 0
President and Chief 1995 -- -- -- -- --
Executive Officer 1994 -- -- -- -- --
Antonio Canova 1996 188,000 50,000 0 40,000 0
Executive Vice 1995 173,248 108,000 0 0 0
President 1994 178,878 62,285 0 35,000 0
Brian R. Dundon 1996 288,756 80,000 0 20,000 9,341
Executive Vice 1995 275,000 79,772 0 0 7,853
President 1994 255,500 206,250 0 60,000 9,447
John E. Steiner 1996 210,485 56,982(5) 0 20,000 2,561
Executive Vice 1995 145,387 34,455 0 10,000 3,682
President 1994 121,246 60,128 0 20,000 0
David P. Reiland 1996 325,000 37,800 0 20,000 4,377
Senior Vice President 1995 300,000 25,000 0 0 3,749
and Chief Financial 1994 245,000 83,750 0 55,000 5,859
Officer
- ------------------------
NOTES:
(1) The amounts reflect bonuses for services rendered during the fiscal year
indicated, which were paid in August of the subsequent fiscal year.
(2) The 1996 amounts reflect, for Messrs. Hoge, Dundon, Steiner, and Reiland:
$0, $8,741, $1,961, and $3,777, respectively, reimbursed under the Senior
Executive Medical Reimbursement Plan; and $0, $600, $600, and $600,
respectively, contributed by the Company to the MagneTek FlexCare Plus
Retirement Savings Plan (a 401(k) plan) for the account of such person.
Messrs. Galef and Canova are not covered in the foregoing plans.
(3) Mr. Galef served as the Company's Chief Executive Officer until June 1996.
Mr. Galef receives no direct compensation from the Company. Mr. Galef's
services as Chairman of the Board of Directors and Chief Executive Officer
were 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. Shares listed under Long-Term Compensation
Awards for Mr. Galef reflect exclusively base prices used to calculate stock
appreciation rights.
7
(4) Mr. Hoge was appointed as the Company's President and Chief Executive
Officer in June 1996. See "Employment Agreement" and "Report of the
Compensation Committee of the Board of Directors on Executive Compensation"
below.
(5) The amount reported for Mr. Steiner includes $30,782 for reimbursement of
relocation expenses.
OPTION GRANTS. Shown below is information regarding grants of stock options
during the fiscal year ended June 30, 1996 to the Named Officers.
INDIVIDUAL
GRANTS
------------- POTENTIAL REALIZABLE
NUMBER OF PERCENTAGE OF VALUE AT ASSUMED
SECURITIES TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS/ SARS EXERCISE STOCK PRICE APPRECIATION
OPTIONS/SARS GRANTED TO OR BASE FOR OPTION TERM
GRANTED(1) EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME (SHARES) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---------------------- ------------- ----------------- ---------- ----------- ---------- ------------
Andrew G. Galef -- -- -- -- -- --
Ronald N. Hoge 100,000 8.5% $ 9.3125 4/25/2006 $ 636,560 $ 1,565,230
100,000 8.5 12.00 4/25/2006 367,810 1,296,480
100,000 8.5 16.00 4/25/2006 -- 896,480
100,000 8.5 20.00 4/25/2006 -- 496,480
Antonio Canova 40,000 3.4 12.6875 7/20/2005 89,760 400,308
Brian R. Dundon 20,000 1.7 12.6875 7/20/2005 44,880 200,154
John E. Steiner 20,000 1.7 12.6875 7/20/2005 44,880 200,154
David P. Reiland 20,000 1.7 12.6875 7/20/2005 44,880 200,154
- ------------------------
NOTES:
(1) Options were granted under the Company's 1989 Incentive Stock Compensation
Plan and are exercisable with respect to one quarter of the shares covered
thereby on each anniversary of the grant date with full vesting occurring on
the fourth anniversary date, except that options granted to Mr. Hoge vest
ratably on an annual basis over three years on the first, second and third
anniversaries of April 25, 1996, June 30, 1997, June 30, 1998 and June 30,
1999 for those options with an exercise price of $9.3125, $12.00, $16.00 and
$20.00, respectively. 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. During fiscal
year 1996, the Company adopted a "reload feature" to this plan whereby
officers of the Company will receive an automatic grant of a new option (the
"reload option") for the number of shares withheld by the Company in a
cashless exercise of options by such officer and/or for the number of shares
withheld to pay the withholding tax due upon the exercise of such option.
These reload options shall be granted with an exercise price equal to the
fair market price at the time of grant, and under the 1989 Incentive Stock
Compensation Plan.
8
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/SARS AT FISCAL OPTIONS AT FISCAL
YEAR-END(1) YEAR-END(2)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- ----------- ------------- ----------- -------------
Andrew G. Galef 561,500 153,750 $ 632,199 $ 0
Ronald N. Hoge 0 400,000 0 31,250
Antonio Canova 26,600 57,500 0 0
Brian R. Dundon 128,025 56,250 6,250 0
John E. Steiner 35,420 37,250 64,861 0
David P. Reiland 121,250 33,750 3,125 0
- ------------------------
NOTES:
(1) Amounts reflect shares underlying options, except that with respect to Mr.
Galef amounts reflect shares underlying options and stock appreciation
rights.
(2) Calculated using closing price on June 28, 1996 of $9.625 per share.
EMPLOYMENT AGREEMENT
Mr. Hoge is paid a base salary of $500,000 per year and participates in the
Company's annual incentive bonus program. Additionally, Mr. Hoge was granted
115,800 shares of restricted stock and four employee stock options, each for
100,000 shares of Common Stock, with varying exercise prices and vesting
schedules. See footnote 1 under "Compensation -- Option Grants."
The Company expects to enter into an employment agreement with Mr. Hoge
that, among other items, will provide for (i) a term of employment through June
1, 1999, which term may be automatically renewed annually thereafter until
terminated by Mr. Hoge or the Company or until the annual meeting of
stockholders that first follows Mr. Hoge's 65th birthday, (ii) additional
restricted stock grants during each of the years from 1997 through 2001
depending on the achievement of certain performance criteria measured by the
average fair market value of the Company's Common Stock, (iii) reimbursement by
the Company for certain of Mr. Hoge's living expenses and moving expenses which
may be incurred in connection with his relocation to Nashville, and (iv) an
interest-free loan of up to $1 million to be used to purchase a residence in
Nashville, which loan will be secured by a first priority mortgage in the home
and will have a term of not longer than two years.
The Company also expects the employment agreement with Mr. Hoge to provide
that (i) if his employment is terminated involuntarily other than for death,
disability, cause or following a change in control, he will receive a lump-sum
cash payment equal to all accrued and unpaid base salary plus a prorata portion
of any bonus compensation for such year, his outstanding stock options will
become fully exercisable, and, if Mr. Hoge so elects, the Company will
repurchase his primary residence in the Nashville, Tennessee area at its fair
market value; and (ii) if his employment is terminated following a change in
control, his outstanding stock options will become fully exercisable, and he
will receive a lump-sum cash payment equal to the sum of his accrued and unpaid
base salary and bonus plus an amount equal to the lesser of (A) 2.99 times the
sum of (x) his base salary plus (y) the bonus for the most recent fiscal year in
which he received a bonus and (B) the maximum amount that the Company would be
entitled to deduct as a compensation expense on its federal income tax return
without regard to the $1 million limitation of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code").
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
9
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, 1994,
compensation over $150,000 may not be considered). The actual percentage varies
depending upon years of vesting service with the Company. The "integration
level," which for calendar 1994 was $25,500, 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 ten-year certain life annuity (unless a joint and survivor
annuity is required or an alternative form of payment 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. Hoge, Dundon, Steiner and
Reiland under the Retirement Plan upon retirement at normal retirement age (in
life only form) are approximately $24,504, $112,000, $44,173 and $112,000,
respectively (assuming continued compensation at the present amounts (subject to
the $150,000 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.
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 and occasionally, restricted stock grants. Salary and bonus payments are
primarily designed to reward current and past performance. Stock options and
restricted stock are awarded to provide incentives for superior long-term future
performance as well as for retention of executive officers. All stock option and
restricted stock grants are made under the 1987 Stock Option Plan or the 1989
Incentive Stock Compensation Plan, each of which was approved by the Company's
stockholders. Stock option and restricted stock awards 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.
The Committee's decisions concerning the base salary and total cash
compensation (base salary plus bonus) of individual executive officers during
fiscal year 1996 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 four independent sources. These sources included
broad-based compensation surveys of various manufacturing and/or electrical
equipment companies with sales volumes comparable to the Company's. The
Committee found that the executive officers' compensation levels were consistent
with companies included in each of the foregoing sources.
BONUSES. For fiscal year 1996 bonuses the Committee adopted a formula
(which varies from year to year) at the beginning of the fiscal year for each
executive officer except Mr. Galef. Pursuant to the 1996 formula, separate bonus
pools were created for each operating group. The size of contributions to these
pools was determined by operating profit compared to the prior year, operating
profit compared to plan and improvements in inventory and receivables
measurements. One-third of these pools was contributed to the corporate group,
which includes executive officers. Each bonus participant, including executive
officers, was assigned a participation percentage in the relevant pool, derived
by dividing a target percentage of the
10
individual's salary by the total comparable amounts of other pool participants.
For purposes of such calculation, 75% and 100% were used, respectively, for the
target percentages for vice presidents and executive/senior vice presidents. In
addition to the amounts paid pursuant to the foregoing formula, discretionary
bonuses of $41,400, $25,700 and $23,800 were paid, respectively, to Brian
Dundon, Antonio Canova and one other executive officer, based upon the
Committee's assessment of their individual performance.
CHIEF EXECUTIVE OFFICER. In June 1996, Ronald N. Hoge was elected as
MagneTek's President and Chief Executive Officer. For a description of the terms
of Mr. Hoge's proposed employment agreement, see "Compensation -- Employment
Agreement."
Mr. Galef's services through June 1996 as Chief Executive Officer and his
ongoing services as Chairman of the Board of Directors 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 1996 was $678,000, and such fee and expenses totaled $865,000 for
fiscal 1996. In addition, Spectrum or its designee may receive an annual
management bonus in an amount to be determined by, and within the discretion of,
the Compensation Committee. No such bonus was paid in respect of fiscal 1996.
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.
STOCK OPTIONS AND RESTRICTED STOCK. The Committee awarded a total of
608,000 non-qualified stock options to the executive officers during the
Company's 1996 fiscal year, all of which were granted under the 1989 Incentive
Stock Compensation 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 determined with input from management and is designed to
maintain competitiveness and promote long-term productivity from the executive
officers. In fiscal 1996 the only restricted stock grants were those made to Mr.
Hoge. See "Compensation -- Employment Agreement."
TAX DEDUCTIBILITY CONSIDERATIONS. The Committee has reviewed the Company's
compensation plans with regard to the deduction limitation under Section 162(m)
of 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. The
Committee has determined that no portion of anticipated compensation payable to
any executive officer in 1996 would be non-deductible. The Committee will
continue to address this issue when formulating compensation arrangements for
executive officers, but believes that the deductibility of officer compensation
in excess of the $1 million threshold is not likely to be an issue for the
Company to address in the foreseeable future.
The foregoing report on executive compensation is provided by the following
directors who comprise the Compensation Committee of the Board of Directors:
Marguerite W. Sallee (Chairman)
Paul J. Kofmehl
Crocker Nevin
Robert E. Wycoff
11
PERFORMANCE GRAPH
Shown below is a line graph comparing the cumulative total return to
stockholders of the Company's Common Stock, the Standard & Poors 500 Index ("S&P
500"), the Standard & Poors Electrical Equipment Index ("S&P Electrical") and
the Dow Jones Electrical Components & Equipment Index ("Dow Jones Electrical")
from June 31, 1991 to June 30, 1996.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG MAGNETEK INC., S&P 500, S&P ELECTRICAL AND DOW JONES ELECTRICAL
JUNE 30, 1991 - JUNE 30, 1996
[PERFORMANCE CHART]
6/30/91 6/30/92 6/30/93 6/30/94 6/30/95 6/30/96
--------- --------- --------- --------- --------- ---------
MagneTek, Inc........... $ 100.00 108.33 140.74 107.41 100.93 71.30
S&P 500................. 100.00 113.36 128.74 130.59 164.53 207.19
S&P Electrical.......... 100.00 104.97 128.91 127.89 159.47 234.32
Dow Jones Electrical.... 100.00 99.03 113.59 111.40 138.28 168.81
- ------------------------
* Assuming $100 invested in MagneTek, Inc. Common Stock and each index on June
30, 1991, and reinvestment of all dividends.
CERTAIN TRANSACTIONS
The Company has an agreement with the Spectrum Group, Inc. ("Spectrum")
whereby Spectrum will provide management services to the Company through fiscal
1999 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 $865,000 for the year ended June 30, 1996.
12
During the year ended June 30, 1996, the Company paid approximately $952,000
in fees to charter an aircraft owned by a company in which the Chairman is the
principal shareholder. The Company believes the fees paid were equivalent to
those that would be paid under an arm's-length transaction.
Under the terms of his employment, Mr. Hoge has received approximately
$484,000 from the Company under an interest-free loan of up to $1 million in
connection with the purchase of a residence. See "Executive Compensation --
Employment Agreement" above.
COMPANY PROPOSALS
The following proposals will be submitted for stockholder consideration and
voting at the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Nominating Committee of the Board of Directors of the Company has
nominated and recommends for election as directors the following seven 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
Ronald N. Hoge
Dewain K. Cross
Paul J. Kofmehl
Crocker Nevin
Marguerite W. Sallee
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.
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 1997 Annual
Meeting of Stockholders of the Company must be received by the Secretary of the
Company not later than June 25, 1997, to be considered for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. The
Company anticipates that next year's annual meeting will take place on October
23, 1997.
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,
13
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 1996 fiscal year is being mailed to
stockholders together with this Proxy Statement.
THE COMPANY WILL SEND TO STOCKHOLDERS UPON WRITTEN REQUEST, WITHOUT CHARGE,
A COPY OF THE ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED
JUNE 30, 1996 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,
Samuel A. Miley
Vice President, General Counsel and
Secretary
Nashville, Tennessee
October 1, 1996
14
1. Election of Directors FOR all nominees / / WITHHOLD AUTHORITY to vote / / * EXCEPTIONS / /
listed below for all nominees listed below.
Nominees: Andrew G. Galef, Ronald N. Hoge, Dewain K. Cross, Paul J. Kofmehl, Crocker Nevin, Marguerite W. Sallee 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 NOMINEES(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 1, 1996 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.)
PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, VOTES MUST BE INDICATED
WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S. (X) IN BLACK OR BLUE INK. / /
PROXY
MAGNETEK, INC.
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 24, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints ANDREW G. GALEF and SAMUEL A. MILEY, 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 offices of the
Company, 26 Century Boulevard, Nashville, Tennessee 37214 on October 24, 1996, at 10:00 a.m. and any adjournment thereof.
1. ELECTION OF DIRECTORS
Nominees are: Andrew G. Galef, Ronald N. Hoge, Dewain K. Cross, Paul J. Kofmehl, Crocker Nevin,
Marguerite W. Sallee and Robert E. Wycoff
UNMARKED PROXIES WILL BE VOTED "FOR" THE FOREGOING MATTER
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
MAGNETEK, INC.
IER Proxy Services
P.O. Box 7008
San Carlos, CA 94070-7008
WITHHOLD
AUTHORITY
FOR to vote for all
all nominees nominees listed
listed to the right to the right
/ / / /
Proxy Number:
MAGNETEK, INC.
Annual Meeting of Stockholders, October 24, 1996
THE PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS
The undersigned hereby appoints ANDREW G. GALEF and SAMUEL A. MILEY, 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 offices of the
Company, 26 Century Boulevard, Nashville, Tennessee 37214 on October 24, 1996,
at 10:00 a.m. and any adjournment thereof.
1. Election of Directors
---------------------
Nominees are: Andrew G. Galef, Ronald N. Hoge, Dewain K. Cross, Paul J.
Kofmehl, Crocker Nevin, Marguerite W. Sallee 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
"Withhold Authority" 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
-------------------------------------------------------------
UNMARKED PROXIES WILL BE VOTED "FOR" THE FOREGOING MATTER UNLESS SPECIFIED
TO THE CONTRARY.
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
Receipt of copies of the Annual Report to Stockholders, the Notice of
the Annual Meeting of Stockholders and the Proxy Statement dated
October 1, 1996 is hereby acknowledged.
Dated:
---------------------------------------
-----------------------------------------------------------------------
Signature of Stockholder
-----------------------------------------------------------------------
Signature of Stockholder
fold here fold here
MAGNETEK, Inc.
MagneTek Plan
As a participant in the MagneTek FlexCare Plus Retirement Savings Plan or the
MagneTek Unionized Employee Savings Plan (collectively, the "Plan"), you have
the right to direct BZW Barclays Global Investors, N.A. (the "Plan Trustee") to
vote the shares of Common Stock of MagneTek, Inc. (the "Company") represented
by your interest attributable to such shares held in the MagneTek Stock Fund
under the Plan at the Annual Meeting of Stockholders of the Company to be
held on October 24, 1996.
For your information, a Proxy Statement and an Annual Report are enclosed. In
addition, a postage-paid return envelope addressed to IER Proxy Services is
enclosed for your use in returning your completed, signed and dated Proxy
Vote Card to the Plan Trustee.
The Plan Trustee will hold your voting instructions in confidence and will
not divulge or release specific information regarding your instructions to
any person, including officers or employees of the Company, except to the
extent required by law.
If your completed Proxy Vote Card is not received by the Plan Trustee by
October 22, 1996, the Administrative Committee for the Plan may direct the
Plan Trustee to vote your shares.
BZW Barclays Global Investors, N.A.
(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.)
PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE U.S.