FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
-------------------------------
Commission file number 1-10233
-------------------------------
MAGNETEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3917584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
26 Century Blvd.
P. O. Box 290159
Nashville, Tennessee 37229-0159
(Address of principal executive offices)
(Zip Code)
(615) 316-5100
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of Registrant's Common Stock, as of
May 8th, 1997: 25,990,744 shares.
PART I. FINANCIAL INFORMATION
In the opinion of management, the accompanying condensed consolidated financial
statements contain all adjustments, consisting only of normal, recurring
adjustments, necessary to fairly present the financial position as of March 31,
1997 and the results of operations and cash flows for the three-month and nine-
month periods ended March 31, 1997 and 1996. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and notes included in the Company's latest
annual report on Form 10-K. Results for the three months and nine months ended
March 31, 1997 are not necessarily indicative of results which may be
experienced for the full fiscal year.
ITEM 1
MAGNETEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 and JUNE 30, 1996
(amounts in thousands)
ASSETS March 31 June 30
- ------ ----------- -----------
(unaudited)
Current assets:
Cash $ 5,007 $ 871
Accounts receivable 190,051 201,814
Inventories 182,793 203,265
Prepaid expenses and other 28,328 26,902
----------- -----------
Total current assets 406,179 432,852
----------- -----------
Property, plant and equipment 404,042 383,498
Less-accumulated depreciation
and amortization 226,324 207,079
----------- -----------
177,718 176,419
----------- -----------
Net assets of discontinued operations - 1,174
Goodwill 31,086 30,668
Deferred financing costs,
intangible and other assets 38,196 37,661
----------- -----------
Total Assets $ 653,179 $ 678,774
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 91,549 $ 104,273
Accrued liabilities 132,798 126,399
Current portion of long-term debt 2,935 2,895
----------- -----------
Total current liabilities 227,282 233,567
----------- -----------
Long-term debt, net of current portion 281,152 319,128
Other long-term obligations 72,146 71,633
Deferred income taxes 11,985 12,888
Commitments and contingencies
Stockholders' equity
Common stock 258 255
Other 60,356 41,303
----------- -----------
Total stockholder's equity 60,614 41,558
----------- -----------
Total Liabilities and
Stockholders' Equity $ 653,179 $ 678,774
----------- -----------
----------- -----------
See accompanying notes
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 and 1996
(amounts in thousands except per share data)
(unaudited)
1997 1996
---- ----
Net sales $ 301,391 $ 301,628
Cost of sales 236,719 249,116
-------- --------
Gross profit 64,672 52,512
Selling, general and administrative 41,048 40,677
-------- --------
Income from operations 23,624 11,835
Interest expense 6,953 7,545
Other expense, net 1,077 1,198
-------- --------
Income before provision for
income taxes and extraordinary item 15,594 3,092
Income taxes 6,396 1,668
-------- --------
Income before extraordinary item 9,198 1,424
Extraordinary item (net of taxes) ( 170) -
-------- --------
Net income $ 9,028 $ 1,424
-------- --------
-------- --------
EARNINGS PER COMMON SHARE
Primary:
Income before extraordinary item $ 0.34 $ 0.06
Extraordinary item (0.01) -
-------- --------
Net income $ 0.33 $ 0.06
-------- --------
-------- --------
Fully diluted:
Income before extraordinary item $ 0.32 *
Extraordinary item (0.01)
-------- --------
Net Income $ 0.31 *
-------- --------
-------- --------
* Per share amounts on a fully diluted basis have been omitted as such
amounts are anti-dilutive in relation to primary per share amounts.
See accompanying notes
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE NINE MONTHS ENDED
MARCH 31, 1997 and 1996
(amounts in thousands except per share data)
(unaudited)
1997 1996
-------- --------
Net sales $ 886,508 $ 856,460
Cost of sales 711,454 714,245
-------- --------
Gross profit 175,054 142,215
Selling, general and administrative 117,661 117,600
-------- --------
Income from operations 57,393 24,615
Interest expense 21,682 24,097
Other expense, net 3,211 3,589
-------- --------
Income (loss) before provision for
income taxes and extraordinary item 32,500 ( 3,071)
Income taxes 13,231 573
-------- --------
Income (loss)before extraordinary item 19,269 ( 3,644)
Extraordinary item (net of taxes) ( 170) -
-------- --------
Net income (loss) $ 19,099 $ ( 3,644)
-------- --------
-------- --------
EARNINGS (LOSS) PER COMMON SHARE
Primary:
Income (loss) before extraordinary item $ 0.74 ( 0.15)
Extraordinary item (net of taxes) (0.01) -
-------- --------
Net income (loss) $ 0.73 $ ( 0.15)
-------- --------
-------- --------
Fully diluted:
Income before extraordinary item $ 0.71 *
Extraordinary item (0.01) -
-------- --------
Net income (loss) $ 0.70 *
-------- --------
-------- --------
* Per share amounts on a fully diluted basis have been omitted as such
amounts are anti-dilutive in relation to primary per share amounts.
See accompanying notes
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(amounts in thousands)
(unaudited)
1997 1996
------- -------
Cash flows from operating activities:
Net income (loss) $ 19,099 $ ( 3,644)
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 28,987 29,645
Changes in operating assets and liabilities
of continuing operations 15,384 19,377
---------
Total adjustments 44,371 49,022
--------- ----------
Net cash provided by operating activities: 63,470 45,378
--------- ----------
Cash flows from investing activities:
Proceeds from sale of businesses and assets 2,017 75,883
Capital expenditures (25,111) (28,265)
Other investments ( 1,329) ( 17)
--------- ----------
Net cash provided by (used in) investing activities (24,423) 47,601
--------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock 3,250 352
Repayment of bank and other long-term obligations (37,936) (88,578)
Increase in deferred financing costs ( 225) ( 276)
--------- ----------
Net cash used in financing activities (34,911) (88,502)
--------- ----------
(continued on next page)
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(amounts in thousands)
(unaudited)
1997 1996
---- ----
Net cash used in discontinued operations - (2,785)
-------- --------
Net increase in cash 4,136 1,692
Cash at the beginning of period 871 311
-------- --------
Cash at the end of period $ 5,007 $ 2,003
-------- --------
-------- --------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 17,594 $ 22,434
Income Taxes $ 1,552 $ 4,051
(see accompanying notes)
ITEM 1 (continued)
MAGNETEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(All dollar amounts are in the thousands)
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL PERIOD - The Company uses a fifty-two, fifty-three week fiscal year.
Fiscal periods end on the Sunday nearest the end of the month. For clarity
of presentation, all periods are presented as if they ended on the last day
of the calendar period. The three month and nine month periods ended March
31, 1997 and 1996 each contained thirteen weeks and thirty nine weeks
respectively.
REVENUE RECOGNITION - The Company's policy is to record and recognize sales
only upon shipment.
ACCOUNTING FOR STOCK OPTIONS - As permitted under statement of Financial
Accounting standards No 123 (SFAS 123), "Accounting for Stock-Based
Compensation", the Company has elected to follow Accounting Principles
Board Opinion No 25 "Accounting for Stock Issued to Employees" (APB25), and
related interpretations, in accounting for stock based awards to employees.
Under APB 25, the Company recognizes no compensation expense with respect
to such awards. The Company has adopted the disclosure-only option under
SFAS No. 123.
2. INVENTORIES
Inventories at March 31, 1997 and June 30, 1996 consist of the following:
March 31 June 30
--------- ---------
Raw materials and stock parts $ 61,459 $ 60,018
Work-in-process 40,786 46,354
Finished goods 80,548 96,893
--------- ---------
$ 182,793 $ 203,265
--------- ---------
--------- ---------
3. REPOSITIONING COSTS AND DISCONTINUED OPERATIONS
As a result of significant declines in sales and profit margins in both
electronic and magnetic ballast product lines during fiscal 1996, the
Company conducted a review and analysis of actions required to reduce costs
and improve future flexibility and profitability, largely focused on the
lighting products business. Upon completion of the review and approval by
the Company's Board of Directors, certain reserves were established and
charges recorded in the year ended June 30, 1996 to reflect costs
associated with repositioning operations, primarily for severance,
termination benefits and asset write-downs related to facility closures.
Reserves were also established for estimated increases in warranty
(primarily related to the electronic ballast product line) and other costs.
During the third quarter of fiscal year 1997, approximately $2.8 million of
cash outlays were made in connection with the repositioning reserves, for
which approximately $1.8 million represented warranty costs and the balance
of $1.0 million in severance and other costs. Through the first nine
months of fiscal 1997, approximately $5.8 million of net cash outlays have
been made against these reserves. Cash outlays for warranty costs through
nine months were approximately $3.0 million with severance and other
related costs representing the balance of the expenditures. The net cash
outlays through March, 1997, include approximately $.8 million of
recoveries associated with vendor settlements on certain warranty matters
included in the repositioning reserves.
In January 1994, the Company's Board of Directors adopted a formal plan of
disposal for certain businesses in connection with an overall restructuring
program designed to focus the Company's resources on the core product lines
and reduce debt. During the year ended June 30, 1996, the Company had
completed the sale of substantially all remaining discontinued operations
with the total net proceeds aggregating over $200 million, which was used
to repay debt. The Company retains certain indemifications related to
these businesses which through the first nine months of fiscal 1997
resulted in minimal cash outlays.
4. LONG TERM DEBT AND BANK BORROWING ARRANGEMENTS
Due to the positive operating cash performance in the first quarter of
fiscal 1997, the Company's borrowing rates were reduced in the second
quarter of fiscal 1997 by fifty basis points from the rates in effect at
the end of fiscal 1996. Rates on borrowings under the Bank Loan Agreement
previously quoted as LIBOR plus two and one quarter percent or prime rate
plus one percent were reduced to LIBOR plus one and three quarters percent
or prime plus one half percent. Based upon improvements made during the
Company's second fiscal quarter, an additional twenty five basis point
reduction in the borrowing rates was effective as of January, 1997.
Continued positive performance through the Company's third fiscal quarter
has resulted in further interest rate reductions. Effective at the end of
April, 1997, borrowings under the LIBOR option will have a one and a
quarter percent adder and prime rate borrowings will have no premium added
to the base rate.
During the quarter ended March 31, 1997, the Company repurchased $5 million
of its 10 3/4 percent Senior Subordinated Notes (Notes) in open market
transactions at a price of 105 percent of face value. The premium paid
together with the remaining unamortized portion of issue costs associated
with the repurchased Notes is included as an extraordinary item (net of tax
benefits) in the accompanying Condensed Consolidated Income Statements.
Subsequent to quarter end, the Company repurchased in open market
transactions an additional $10.8 million of Notes at prices of 104.5 and
104.75 percent of face value, which will result in an extraordinary fourth
quarter charge of $.3 million (net of tax benefits) related to this
transaction.
5. COMMITMENTS AND CONTINGENCIES
The Company and certain of its subsidiaries have been named as
defendants in a suit filed by Cooper Industries, Inc. ("Cooper"),
alleging breach of the 1986 agreement by which the Company acquired
certain businesses from Cooper. At issue in the Cooper litigation is
the question of which party has responsibility in connection with
pending lawsuits (the "lawsuits") involving numerous plaintiffs who
allege injurious exposure to asbestos contained in products manufactured
by current or former subsidiaries and divisions of Cooper. Cooper
claims that the Company is obligated to defend and indemnify Cooper in
connection with the lawsuits. The Company has denied that it is
obligated under the agreement to defend and indemnify Cooper in
connection with the lawsuits, and has filed a counterclaim asserting
that Cooper is obligated under the agreement to defend and indemnify the
Company in connection with the lawsuits and that certain insurance
coverage available to Cooper should be applied to the lawsuits. The Company
intends to litigate its position vigorously.
In 1994, the Company sold the assets of one of its subsidiaries to Patriot
Sensors and Controls ("Patriot") pursuant to an agreement which provides
that the parties will share responsibility for most of the lawsuits over a
five year period, with Patriot bearing full responsibility for such
lawsuits thereafter. Patriot has stated that it may be financially unable
to perform its indemnification obligations with respect to such lawsuits.
The Company and Patriot are not currently in litigation.
Due to (i) the early stage of the Cooper litigation, (ii) the potential
that Patriot may or may not perform some or all of its indemnification
obligations to the Company, and (iii) the ongoing review of strategies
and defenses available to the Company in the lawsuits, it is difficult
to predict the outcome of the foregoing legal proceedings. However,
management of the Company does not believe that the financial impact of
the foregoing legal proceedings will be material.
6. STOCKHOLDER RIGHTS PLAN
In March 1997, MagneTek adopted a "Stockholder Rights Plan," structured as
follows: ten business days after anyone becomes the beneficial owner of
at least 15% of MagneTek's outstanding common stock, every Preferred Stock
Purchase Right (a "Right") could be exercised to purchase the number of
MagneTek shares whose total market value equals twice the exercise price
of the Right (except those held by the 15% stockholder). Initially, the
exercise price of each Right is $60, so each holder exercising a Right
for $60 would be entitled to receive $120 worth of MagneTek stock.
Furthermore, if MagneTek is merged into another corporation, or at least
half of its assets or earning power are sold (in either case, after someone
has acquired at least 15% of MagneTek's stock), every Right (except those
held by the 15% stockholder) could be exercised for $60 to receive $120
worth of the acquiring corporation's stock.
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31, 1997 VS 1996
Net Sales and Gross Profit.
MagneTek's net sales for the third quarter of fiscal 1997 were $301.4
million, compared to the third quarter of fiscal 1996 results of $301.6
million. Results for the third quarter of fiscal 1996 include
approximately $3 million of sales for businesses which were subsequently
sold. Adjusting for businesses sold, third quarter fiscal 1997 revenues
slightly exceeded revenues for the comparable prior year period. Motors
and Controls sales increased 2.8% in the third quarter due primarily to
stronger generator and commercial fractional product revenues. Sales for
the Lighting Products segment increased 1.7% due largely to increased
electronic and compact fluorescent sales partially offset by reduced
magnetic ballast sales. Power Supplies sales declined 7.4% after adjusting
for the sales of divested businesses. Custom power supplies sales in Europe
declined as the Company consciously reduced lower margin personal computer
related revenues to improve profitability.
The Company's gross profits increased to $64.7 million (21.5% of net sales)
in the third quarter of fiscal 1997 from $52.5 million (17.4% of net sales)
in fiscal 1996. Improvement in gross profits was reflected in each of the
segment results, however, Lighting Products performance was the predominant
factor affecting over-all results. Electronic, magnetic and compact
fluorescent ballasts benefited from stable production coupled with lower
manufacturing costs. Higher generator sales volume improved gross profits
within Motors and Controls while Power Supplies benefited from a favorable
mix of product and lower cost for component parts.
Operating Expenses.
Selling, general and administrative (SG&A) expense was $41.0 million (13.6%
of net sales) in the third quarter of fiscal 1997 versus $40.7 million
(13.5% of net sales) in the third quarter of fiscal 1996. The increase in
spending reflected primarily higher expenses associated with stock price
based compensation agreements. Personnel procurement and relocation costs
were higher as the Company continued to upgrade the capabilities of it's
workforce. These costs were partially offset by lower consulting and
health and welfare costs.
Interest and Other Expense.
Interest expense for the third quarter of fiscal 1997 was $7.0 million
compared to $7.5 million in the third quarter of fiscal 1996. Debt levels
continued to be reduced as improved working capital performance and
profitability provided positive cash flows. In January of 1997, interest
rates applicable to the Company's LIBOR and prime rate borrowings were
reduced under the Bank Loan Agreement based upon achievement of specified
performance levels.
Net Income.
The Company recorded an after-tax profit of $9.0 million in the third
quarter of fiscal 1997 compared to an after-tax profit of $1.4 million in
the third quarter of fiscal 1996. Included in the third quarter fiscal
1997 results was a $.2 million extraordinary charge (net of tax benefits)
associated with the early extinguishment of debt (see Note 4).
NINE MONTHS ENDED MARCH 31, 1997 VS 1996
Net Sales and Gross Profit.
Net sales for MagneTek in the first nine months of fiscal 1997 were $886.5
million, a 3.5% increase over the $856.5 million in the initial nine months
of fiscal 1996. Sales for the Lighting Products segment increased 5.2%
with the largest increase in compact fluorescent product sales. Magnetic
and electronic ballast sales also improved domestically but softened in
Europe due to weaker economic conditions. Motors and Controls revenues
increased 3.8% primarily due to improved sales for residential and
commercial horsepower motor products and generators. Drives sales were
consistent with the prior year nine-month results with stronger power
conversion (fuel cell) sales offset by lower sales of drives products.
Sales for the Power Supplies segment (adjusted for the sales of divested
businesses) increased 4.4% due to increased sales of custom power supplies
and trade magnetics over the earlier nine-month period, partially offset by
reduced sales of converters to the recreational vehicle market.
The Company's gross profits grew to $175.1 million (19.8% of net sales) for
the first nine months of fiscal 1997 as compared to $142.2 million (16.6%
of net sales) in the prior year nine-month period. Domestic Lighting
Products improved gross profit levels by approximately fifty percent.
Stable prices and production levels as well as the successful transition to
lower cost manufacturing sites were contributing factors. European
Lighting ballast gross profits improved significantly from the year earlier
period as prices stabilized. Motors and Controls continued penetration of
niche markets in residential and commercial fractional applications and
generator sales volume increases also contributed to higher gross profits.
Custom drives products incurred higher research and development costs
associated with development of new products for the elevator market
resulting in slightly reduced gross profits from the prior year period.
Gross profit levels increased for the Power Supplies segment due to a
favorable mix of product and lower costs of components.
Operating Expenses.
Selling, general and administrative (SG&A) expense was $117.8 million
(13.3% of net sales) in the first nine months of fiscal 1997 versus $117.6
million (13.7% of net sales) in the first nine months of fiscal 1996.
Lower marketing and sales costs were offset by higher general and
administrative costs. Administrative costs were adversely affected by
stock-performance based compensation agreements. Health and welfare costs
were favorable to the year earlier period.
Interest and Other Expense.
Interest expense in the first nine months of fiscal 1997 was $21.7 million
versus $24.6 million in the first nine months of fiscal 1996. Lower
interest rates on the Company's variable debt and the achievement of lower
working capital balances in the areas of accounts receivable and inventory
contributed to decreased debt levels.
Net Income.
After-tax net income in the first nine months of fiscal 1997 was $19.1
million compared to an after-tax loss of $3.6 million for the same period
in 1996. Increased profitability resulted from enhanced gross profit
performance, largely attributable to the Lighting Products segment. Lower
interest expense also contributed to the improvement, reflecting the
results of the Company's continuing focus on debt reduction. As a result
of the foregoing improvements, the Company's tax provision for the initial
nine months of fiscal 1997 was $13.2 million compared to a provision of $.6
million in fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES:
As of March 31, 1997, long term borrowings (including the current portion)
were $284 million as compared to $322 million as of June 30, 1996. The
reduction of approximately $38 million is due to the Company's improved
profit performance and working capital reductions. In February, the
Company purchased $5 million in principal amount of its 10 3/4 percent
Senior Subordinated Notes, financed by lower interest borrowings under its
Bank Loan Agreement (see Note 4). In April, an additional $10.8 million of
the Senior Subordinated Notes were purchased to further reduce interest
expense. As of March 31, 1997, the Company had approximately $84 million
of borrowing capacity under its Bank Loan Agreement. Net cash outflows
through the first nine months of fiscal 1997, specific to the Company's
repositioning reserves were $5.8 million (see Note 3).
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and certain of its subsidiaries have been named as
defendants in a suit filed by Cooper Industries, Inc. ("Cooper"),
alleging breach of the 1986 agreement by which the Company acquired
certain businesses from Cooper. At issue in the Cooper litigation is
the question of which party has responsibility in connection with
pending lawsuits (the "lawsuits") involving numerous plaintiffs who
allege injurious exposure to asbestos contained in products
manufactured by current or former subsidiaries and divisions of
Cooper. Cooper claims that the Company is obligated to defend and
indemnify Cooper in connection with the lawsuits. The Company has
denied that it is obligated under the agreement to defend and
indemnify Cooper in connection with the lawsuits, and has filed a
counterclaim asserting that Cooper is obligated under the agreement
to defend and indemnify the Company in connection with the lawsuits
and that certain insurance coverage available to Cooper should be
applied to the lawsuits. The Company intends to litigate its
position vigorously.
In 1994, the Company sold the assets of one of its subsidiaries to
Patriot Sensors and Controls ("Patriot") pursuant to an agreement
which provides that the parties will share responsibility for most of
the lawsuits over a five year period, with Patriot bearing full
responsibility for such lawsuits thereafter. Patriot has stated that
it may be financially unable to perform its indemnification
obligations with respect to such lawsuits. The Company and Patriot
are not currently in litigation.
Due to (i) the early stage of the Cooper litigation, (ii) the
potential that Patriot may or may not perform some or all of its
indemnification obligations to the Company, and (iii) the ongoing
review of strategies and defenses available to the Company in the
lawsuits, it is difficult to predict the outcome of the foregoing
legal proceedings. However, management of the Company does not
believe that the financial impact of the foregoing legal
proceedings will be material.
ITEM 2. CHANGES IN SECURITIES
In March 1997 MagneTek adopted a "Stockholder Rights Plan" as
described in the Current Report on Form 8-K referred to in Item 6
below.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 MagneTek, Inc. Directors' Deferral Investment Plan
10.2 Unsecured Promissory Note dated March 19, 1997 of Ronald N. Hoge
10.3 Non-Qualified Stock Option Agreement between MagneTek, Inc. and
Ronald N. Hoge
10.4 Non-Qualified Stock Option Agreement between MagneTek, Inc. and
Brian R. Dundon
10.5 Non-Qualified Stock Option Agreement between MagneTek, Inc. and
David P. Reiland
10.6 Non-Qualified Stock Option Agreement between MagneTek, Inc. and
John E. Steiner
10.7 Non-Qualified Stock Option Agreement between MagneTek, Inc. and
Antonio Canova
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on March 14, 1997
(dated March 3, 1997) reporting the adoption of a Stockholder Rights
Plan and containing a brief description of the preferred stock
purchase rights issued thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
MAGNETEK, INC.
(Registrant)
Date: May 8, 1997
--------------------------------------
David P. Reiland
Executive Vice President
and Chief Financial Officer
(Duly authorized officer of the
registrant and principal
financial officer)