As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MAGNETEK, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-3917584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
26 Century Boulevard
Nashville, Tennessee 37214
(615) 316-5100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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SAMUEL A. MILEY, ESQ.
Vice President, General Counsel and Secretary
MagneTek, Inc.
26 Century Boulevard
Nashville, Tennessee 37214
(615) 316-5100
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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COPY TO:
JENNIFER BELLAH, ESQ. PETER WALLACE, ESQ.
Gibson, Dunn & Crutcher LLP Morgan, Lewis & Bockius LLP
333 South Grand Avenue 801 S. Grand Avenue, Suite 2200
Los Angeles, California 90071-3197 Los Angeles, CA 90017
(213) 229-7000 (213) 612-2500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box./ /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./ /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box./ /
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED AMOUNT TO BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
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Common Stock
($.01 par value) 2,500,000 shares(2)(3) $17.125 $42,812,500 $12,974
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(1) Estimated solely for the purpose of determining the registration fee.
Calculated on the basis of the average of the high and low reported prices of
the Registrant's Common Stock on the New York Stock Exchange on May 28, 1997.
(2) Maximum number of shares issuable upon conversion of (a) $35,000,000
in principal amount of Registrant's 8% Convertible Subordinated Notes due 2001
outstanding at the close of business on June 3, 1997 and (b) up to $5,000,000 in
principal amount of Notes that may be acquired by the Purchaser as described
herein.
(3) Includes 2,500,000 Preferred Stock Purchase Rights, one of which
attaches to each share of Common Stock issued during the term of, and pursuant
to, the Rights Agreement dated as of March 4, 1997 by and between MagneTek, Inc.
and The Bank of New York, as Rights Agent.
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MAGNETEK, INC.
COMMON STOCK
($.01 PAR VALUE)
2,500,000 SHARES
MagneTek, Inc. (the "Company") has caused The Bank of New York as Trustee
(the "Trustee") to call for redemption on June 23, 1997 (the "Redemption Date")
$35,000,000 in principal amount of its outstanding 8% Convertible Subordinated
Notes Due 2001 (the "Notes"), at a redemption price of $1,035.60, plus accrued
interest from March 15, 1997 to the Redemption Date of $21.78 for each $1,000
principal amount of Notes, for a total price of $1,057.38 (the "Redemption
Price") for each $1,000 principal amount of Notes. The Notes to be redeemed
have been selected by lot by the Trustee. From and after the Redemption Date,
holders of the Notes (the "Holders") that are not converted as hereinafter
described shall be entitled only to the Redemption Price, and no further
interest shall accrue.
This Prospectus covers the issuance of a maximum of 2,500,000 shares of
Common Stock, par value $.01 per share (the "Common Stock") (including 2,500,000
Preferred Stock Purchase Rights, one of which attaches to each share of Common
Stock issued during the term of, and pursuant to, the Rights Agreement dated as
of March 4, 1997 by and between the Company and The Bank of New York, as Rights
Agent), of the Company under the standby arrangements described herein under
"Standby Arrangement and Swap Agreement" and the reoffering of any Common Stock
issued upon conversion of the outstanding Notes into Common Stock by Lehman
Brothers Inc. (the "Purchaser") or pursuant to such standby arrangements.
The Notes are convertible into shares of Common Stock at a conversion price
of $16.00 per share or 62.5 shares for each $1,000 principal amount of Notes
until the close of business on June 18, 1997 (the "Conversion Termination
Date"). Cash will be paid for fractional shares of Common Stock, and no payment
or adjustment will be made on account of any interest accrued on Notes
surrendered for conversion or on account of dividends on the shares of Common
Stock issued on such conversion. The conversion right expires at the close of
business on the Conversion Termination Date. It is possible that the Company
will, in the future, call all or a portion of the remaining Notes for
redemption, although there can be no assurances as to whether or when the
Company will do so, nor whether any such redemption will be subject to standby
arrangements with a purchaser as described herein.
The Common Stock is listed on the New York Stock Exchange under the symbol
"MAG." On May 30, 1997, the last reported sale price per share of the Common
Stock, as quoted on the New York Stock Exchange, was $17.50.
The Company has made arrangements with the Purchaser pursuant to which the
Purchaser has agreed, subject to certain conditions, to purchase from the
Company a number of authorized but unissued shares of Common Stock, at a price
of $16.92 per share, equal to the total number of shares of Common Stock that
would have been delivered upon conversion of those Notes called for redemption
that are not duly surrendered for conversion prior to the close of business on
the Conversion Termination Date. The Purchaser may also purchase Notes in the
open market or otherwise prior to the Conversion Termination Date and has agreed
to convert all Notes so purchased into Common Stock. The Company has entered
into an equity swap agreement with the Purchaser pursuant to which the Company
will compensate the Purchaser for depreciation, if any, in the value of the
shares of Common Stock purchased by the Purchaser and the Purchaser will
compensate the Company for appreciation, if any, in the value of such shares,
plus amounts equal to any dividends paid thereon. See "Standby Arrangement and
Swap Agreement" for a description of the Purchaser's compensation and
indemnification arrangements with the Company. The Company does not anticipate
paying cash dividends on its Common Stock in the near future. See "Risk Factors
- -- Dividend Policy."
Prior to or after the Redemption Date, the Purchaser may offer to the
public any shares of Common Stock it acquires, including shares acquired through
conversion of Notes purchased by the Purchaser, at prices set by the Purchaser
from time to time. The Purchaser may also make sales to dealers at prices that
represent concessions from the prices at which such shares are then being
offered to the public. The amount of such concessions is to be determined from
time to time by the Purchaser. Such shares of Common Stock may be offered on
the New York Stock Exchange or otherwise from time to time by the Purchaser.
Any Common Stock so offered by the Purchaser will be subject to receipt and
acceptance by it and subject to its right to reject orders in whole or in part.
See "Standby Arrangement and Swap Agreement." This Prospectus does not
constitute an offer to sell any securities other than the Common Stock offered
by the Purchaser.
FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" COMMENCING
ON PAGE 4 HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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LEHMAN BROTHERS
June 3, 1997
IN CONNECTION WITH THIS OFFERING, THE PURCHASER MAY PURCHASE NOTES, WHICH MAY
MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SEE "STANDBY
ARRANGEMENT AND SWAP AGREEMENT."
PROSPECTUS SUMMARY
THE COMPANY
The Company manufactures and markets electrical equipment products. The
Company currently operates in three business segments: Motors & Controls, which
includes fractional and integral horsepower electric motors, medium voltage
generators and electronic variable speed drives and drive systems; Lighting
Products, including magnetic and electronic lighting ballasts; and Power
Supplies including electronic power supplies and small transformer products.
The Company was incorporated in Delaware in June, 1984. The principal
executive offices of the Company are located at 26 Century Boulevard, Nashville,
Tennessee 37214, telephone number (615) 316-5100.
USE OF PROCEEDS
The net proceeds, if any, received by the Company from the sale of Common
Stock to the Purchaser pursuant to the standby arrangements described herein
will be used to pay the Redemption Price for the Notes not surrendered for
conversion. Any other amounts received by the Company pursuant to the swap
arrangement described in "Standby Arrangement and Swap Agreement" will be used
for general corporate purposes. The amount of the proceeds to be received by the
Company from the Purchaser is not determinable at this time. The Company will
not receive any cash proceeds from the issuance of Common Stock upon the
conversion of the Notes called for Redemption.
RECENT DEVELOPMENTS
The Company has commenced a tender offer on May 29, 1997 for approximately
$109 million in principal amount of its outstanding 10-3/4% Senior Subordinated
Debentures Due 1998 (the "Senior Debentures") and has solicited consents from
holders of Senior Debentures to amend the Indenture under which the Senior
Debentures were issued. The Company expects to purchase the Senior Debentures
for their face amount together with a premium set with reference to the yield on
the U.S. Treasury Note of corresponding maturity, plus a fixed spread of
approximately 50 basis points. The purchase of Senior Debentures is expected to
be financed primarily by borrowings under the Company's credit facility.
The Company has called for redemption on June 23, 1997 $35,000,000 in
principal amount of its outstanding Notes, as described in detail on the first
page hereof. Pursuant to the terms of the Indenture relating to the Notes and
as a result of the call, Holders of Notes are entitled to receive from the
Company upon redemption the sum of $1,035.60, plus accrued interest from March
15, 1997 to the Redemption Date of $21.78 for each $1,000 principal amount of
Notes (for an aggregate redemption price of $1,057.38 for each $1,000 principal
amount of Notes). Holders of Notes may convert each $1,000 principal amount of
Notes into 62.5 shares of Common Stock prior to the close of business on June
18, 1997.
2
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), covering the Common Stock covered by this Prospectus. This Prospectus
omits certain information contained in the Registration Statement, and reference
is made to the Registration Statement and the exhibits thereto for further
information with respect to the Company and the Common Stock offered hereby.
Statements contained in this Prospectus as to the contents of any contract,
agreement or other documents filed as an exhibit to the Registration Statement
are not necessarily complete, and in each instance reference is made to the
exhibit for a more complete description of the matter involved, each such
statement being qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto may be examined without charge at the public
reference section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission upon payment of prescribed fees.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Room 1400, Chicago, Illinois 60661 and at 75 Park
Place, 14th Floor, New York, New York 10007. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Electronic filings made through the Commission's Electronic Data Gathering,
Analysis, and Retrieval System are also publicly available through the
Commission's World Wide Web site at http://www.sec.gov. The Company's Common
Stock is listed on the New York Stock Exchange, and the reports, proxy and
information statements and other information filed by the Company with the New
York Stock Exchange can also be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-10233) are by this reference incorporated in and made a part of this
Prospectus: (i) the Annual Report on Form 10-K for the fiscal year ended
June 30, 1996; (ii) the Current Reports on Form 8-K filed on August 8, 1996,
August 26, 1996 and March 14, 1997, and the Quarterly Reports on Form 10-Q for
the quarters ended September 30, 1996, December 31, 1996 and March 31, 1997;
(iii) the description of the Company's Common Stock contained in its
Registration Statements on Form 8-A filed April 21, 1989 and March 14, 1997; and
(iv) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered hereby has been sold or which deregisters all Common Stock then
remaining unsold. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of all documents that are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to MagneTek, Inc.,
Attention: Corporate Secretary, 26 Century Boulevard, Nashville, Tennessee
37214, telephone number (615) 316-5100.
3
RISK FACTORS
CERTAIN INFORMATION SET FORTH IN, OR INCORPORATED BY REFERENCE INTO, THIS
PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND IS SUBJECT TO CERTAIN RISKS
AND UNCERTAINTIES, INCLUDING THOSE IDENTIFIED UNDER THIS CAPTION. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH
SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO
RELEASE PUBLICLY ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT UNANTICIPATED EVENTS
OR DEVELOPMENTS.
IN ADDITION TO THE OTHER INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS,
THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT
IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS.
LEVERAGE
During the late 1980s and early 1990s the Company grew rapidly, primarily
through acquisitions of electrical equipment businesses supplemented by internal
growth. The use of debt to finance the majority of the acquisitions left the
Company with a significant degree of financial leverage in its balance sheet.
This leverage increases the Company's sensitivity to fluctuations in operating
income and interest rates. Since March 1994, the Company's long-term debt has
been reduced by approximately $249 million. As of March 31, 1997 and after
giving effect to this transaction, the Company had long-term debt, including
current portion, of approximately $246 million and total stockholders' equity of
approximately $95 million.
RECENT REPOSITIONING ACTIONS
During the past four fiscal years, the Company has experienced substantial
volatility in sales and profits in its lighting products business, largely
related to its domestic electronic fluorescent ballast product line. During
fiscal 1996, the Company experienced lower demand and a significant
deterioration in operating results in this product line, due largely to a
substantial reduction in utility related incentive programs and increased
competition. Additionally, sales and profits had been steadily declining in the
global magnetic fluorescent ballast product lines, due to both the emergence in
the U.S. of electronic ballasts as a viable replacement and a weakening economy
in Europe. 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 its 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. Charges recorded in connection with these reserves and the
asset write-downs related primarily to the Lighting Products segment aggregated
$79.7 million, of which $43.3 million is included in costs of goods sold, $7.2
million in selling, general and administrative expense and $29.2 million in
other expense in the Company's Consolidated Statement of Income for the fiscal
year ended June 30, 1996. Asset write-downs for the impairment of long lived
assets and for long lived assets to be disposed of were determined in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121. See Note 2
of notes to the Company's Consolidated Financial Statements incorporated by
reference herein. A number of repositioning actions have been completed during
fiscal 1997 in the Lighting Products segment, and the results of the segment for
the first nine months of fiscal 1997 reflected a substantial increase in
operating profits and margins compared to the first nine months of fiscal 1996
($19.4 million and 5.4% of net sales compared to an operating loss of $7.2
million and 2.1% of net sales, respectively). Additional repositioning actions
are in process or will be initiated in future periods. Although the Company
believes the repositioning actions are appropriate, there can be no assurance
that such repositioning will enable the Company to achieve significant or
consistent improvements in profitability.
4
DIVIDEND POLICY
The Company has never paid any cash dividends on its Common Stock and does
not anticipate paying cash dividends in the near future. The ability of the
Company to pay dividends on its Common Stock is restricted by provisions in the
Company's loan agreements.
ENVIRONMENTAL MATTERS
The Company manufactures its products at various facilities, some of which
have been in operation for many years. The Company has from time to time
discovered contamination by hazardous substances at certain of its facilities.
In selling certain business operations, the Company from time to time has
agreed, subject to various conditions and limitations, to indemnify buyers with
respect to environmental liabilities associated with the acquired operations.
For a more detailed discussion of the environmental risks to which the Company
may be subject, see "Business -- Environmental Matters" in the Company's Annual
Report on Form 10-K for the year ended June 30, 1996.
5
PRICE RANGE OF COMMON STOCK
The Company has one class of common equity securities outstanding, its
Common Stock, par value $.01 per share. On May 8, 1997, 26,015,504 shares of
Common Stock were held by approximately 308 holders of record.
The Common Stock is traded on the New York Stock Exchange. The high and
low intraday sales prices of the Common Stock for each quarterly period of the
fiscal years presented as reported by the New York Stock Exchange are listed in
the chart below. The Company has not paid dividends on its Common Stock to
date. See "Risk Factors -- Dividend Policy."
QUARTER ENDING HIGH LOW
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Fiscal Year 1995
Sept. 30, 1994 . . . . . . . . . . . . $14 7/8 $12 5/8
Dec. 31, 1994. . . . . . . . . . . . . 15 1/8 12 3/8
March 31, 1995 . . . . . . . . . . . . 14 7/8 12 5/8
June 30, 1995. . . . . . . . . . . . . 16 1/2 12 3/8
QUARTER ENDING HIGH LOW
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Fiscal Year 1996
Sept. 30, 1995. . . . . . . . . . . . . $13 3/4 $12
Dec. 31, 1995 . . . . . . . . . . . . . 12 3/8 7 7/8
March 31, 1996. . . . . . . . . . . . . 8 3/8 6 7/8
June 30, 1996 . . . . . . . . . . . . . 10 3/4 7 3/4
QUARTER ENDING HIGH LOW
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Fiscal Year 1997
Sept. 30, 1996. . . . . . . . . . . . . $11 5/8 $8 1/8
Dec. 31, 1996 . . . . . . . . . . . . . 14 1/8 10
March 31, 1997. . . . . . . . . . . . . 18 1/8 12 1/4
Fourth Quarter (through May 30, 1997) . 18 1/8 14 7/8
On May 30, 1997, the last reported sale price of the Common Stock as quoted
on the New York Stock Exchange was $17.50 per share.
6
SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data
regarding the Company as of and for each of the years in the five year period
ended June 30, 1996 and each of the nine month periods ending March 31, 1997 and
1996. The statement of operations data for interim periods is not necessarily
indicative of results for the full year. This data should be read in
conjunction with the Consolidated Financial Statements of the Company and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's Annual Report on Form 10-K for the year
ended June 30, 1996 and all Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed since the filing of the Form 10-K.
YEARS ENDED JUNE 30,
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1992 1993 1994(1) 1995(1) 1996(1)
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INCOME STATEMENT DATA (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales . . . . . . . . . . . . . . . . . . . . . $ 883,466 $ 1,119,392 $ 1,133,126 $ 1,202,536 $ 1,161,625
Cost of sales . . . . . . . . . . . . . . . . . . . 681,997 877,514 937,719 962,900 1,005,004
----------- ------------ ------------ ------------ ------------
Gross profit. . . . . . . . . . . . . . . . . . . . 201,469 241,878 195,407 239,636 156,621
Selling, general and administrative . . . . . . . . 143,700 172,259 185,509 164,280 164,930
Asset write-downs (2) . . . . . . . . . . . . . . . - - - - 29,212
----------- ------------ ------------ ------------ ------------
Income from operations. . . . . . . . . . . . . . . 57,769 69,619 9,898 75,356 (37,521)
Interest expense. . . . . . . . . . . . . . . . . . 26,774 31,542 32,018 34,398 31,591
Other expense (net) . . . . . . . . . . . . . . . . 4,683 5,614 2,322 4,562 5,652
----------- ------------ ------------ ------------ ------------
Income (loss) from continuing operations before
provision for income taxes and extraordinary
item . . . . . . . . . . . . . . . . . . . . . . 26,312 32,463 (24,442) 36,396 (74,764)
Provision (benefit) for income taxes. . . . . . . . 11,600 13,200 (7,500) 14,900 19,400
Income (loss) from continuing operations before
extraordinary item. . . . . . . . . . . . . . . . . 14,712 19,263 (16,942) 21,496 (94,164)
Discontinued operations (net of tax). . . . . . . . 10,331 7,770 (28,503) (14,400) -
Cumulative effect of changes in accounting for
post retirement medical benefits (net of tax). . - (48,734) - - -
Extraordinary item (net of tax) . . . . . . . . . . (2,857) - - (4,820) -
----------- ------------ ------------ ------------ ------------
Net Income. . . . . . . . . . . . . . . . . . . . . $ 22,186 $ (21,701) $ (45,445) $ 2,276 $ (94,164)
----------- ------------ ------------ ------------ ------------
Earnings (loss) per common share
Primary:
Income (loss) before extraordinary item . . . . . . $ 0.61 $ 0.78 $ (0.69) $ 0.87 $ (3.78)
Income (loss) from discontinued operations. . . . . 0.43 0.31 (1.15) (0.58) -
Extraordinary item (net of tax) . . . . . . . . . . - - - (0.20) -
Cumulative effect of accounting changes . . . . . . (0.12) (1.96) - - -
----------- ------------ ------------ ------------ ------------
Net income (loss) . . . . . . . . . . . . . . . . . $ 0.92 $ (0.87) $ (1.84) $ 0.09 $ (3.78)
----------- ------------ ------------ ------------ ------------
Fully diluted:
Income (loss) before extraordinary item . . . . . . $ 0.59 $ 0.73 $ * $ 0.84 *
Income (loss) from discontinued operations. . . . . 0.41 0.30 * * -
Extraordinary item (net of tax) . . . . . . . . . . - - - * -
Cumulative effect to accounting changes . . . . . . (0.10) * - - -
----------- ------------ ------------ ------------ ------------
Net income (loss) . . . . . . . . . . . . . . . . . $ 0.90 $ * $ * * *
----------- ------------ ------------ ------------ ------------
Other Data
Depreciation and amortization . . . . . . . . . . . $ 31,559 $ 33,581 $ 36,418 $ 38,680 $ 40,041
Capital expenditures. . . . . . . . . . . . . . . . 28,010 57,850 43,338 43,895 40,515
Proceeds from sale of businesses and assets . . . . 854 13,223 8,216 105,644 92,149
Restructuring charges / asset writedowns. . . . . . - - 31,221 - 79,717(1)
NINE MONTHS ENDED
MARCH 31,
-------------------------
1996 1997
---------- ----------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales . . . . . . . . . . . . . . . . . . . . . $ 856,460 $ 886,508
Cost of sales . . . . . . . . . . . . . . . . . . . 714,245 711,454
---------- ----------
Gross profit. . . . . . . . . . . . . . . . . . . . 142,215 175,054
Selling, general and administrative . . . . . . . . 117,600 117,651
Asset write-downs (2) . . . . . . . . . . . . . . . - -
---------- ----------
Income from operations. . . . . . . . . . . . . . . 24,615 57,393
Interest expense. . . . . . . . . . . . . . . . . . 24,097 21,682
Other expense (net) . . . . . . . . . . . . . . . . 3,589 3,211
---------- ----------
Income (loss) from continuing operations before
provision for income taxes and extraordinary
item . . . . . . . . . . . . . . . . . . . . . . (3,071) 32,500
Provision (benefit) for income taxes. . . . . . . . 573 13,231
Income (loss) from continuing operations before
extraordinary item . . . . . . . . . . . . . . . (3,644) 19,269
Discontinued operations (net of tax). . . . . . . . - -
Cumulative effect of changes in accounting for
post retirement medical benefits (net of tax). . - -
Extraordinary item (net of tax) . . . . . . . . . . - (170)
---------- ----------
Net Income. . . . . . . . . . . . . . . . . . . . . $ (3,644) $ 19,099
---------- ----------
Earnings (loss) per common share
Primary:
Income (loss) before extraordinary item . . . . . . $ (0.15) $ 0.74
Income (loss) from discontinued operations. . . . . - -
Extraordinary item (net of tax) . . . . . . . . . . - (0.01)
Cumulative effect of accounting changes . . . . . . - -
---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . . $ (0.15) $ 0.73
---------- ----------
Fully diluted:
Income (loss) before extraordinary item . . . . . . * $ 0.71
Income (loss) from discontinued operations. . . . . - -
Extraordinary item (net of tax) . . . . . . . . . . - (0.01)
Cumulative effect to accounting changes . . . . . . - -
---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . . * $ 0.70
---------- ----------
Depreciation and amortization . . . . . . . . . . . $ 29,645 $ 28,987
Capital expenditures. . . . . . . . . . . . . . . . 28,265 25,111
Proceeds from sale of businesses and assets . . . . 75,883 2,017
Restructuring charges / asset writedowns. . . . . . - -
*Per share amounts on a fully dilutive basis have been omitted since they are
anti-dilutive to primary share amounts.
(1) Losses from continuing operations for the years ended June 30, 1996 and
1994 include pretax charges aggregating $79,717 and $33,871, respectively.
Charges in fiscal 1996 reflect costs associated with repositioning
operations primarily for severance, termination benefits, warranty and
asset write-downs related to facility closures. Also, in review of the
Company's deferred tax asset in accordance with SFAS No. 109, a $14,700
charge was incurred in fiscal year 1996. Fiscal 1994 restructuring
reserves included costs related to potentially excess or obsolete
inventory, as well as severance and relocation costs related to the
Company's electronic ballast product line. In addition, those reserves
included expenses to relocate and consolidate operating and administrative
locations and certain other costs. Results of discontinued operations
include after tax charges of $14,400 and $25,041 for the years ended June
30, 1995 and 1994, respectively, reflecting estimated losses on
disposition.
(2) Asset write-downs were previously included in "Other expenses (net)."
7
YEARS ENDED JUNE 30,
----------------------------------------------------------------------
1992 1993 1994 1995 1996
---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Total assets. . . . . . . . . . . . . . . . . . . . $ 888,668 $ 995,359 $ 931,358 $ 857,168 $ 678,744
Long-term debt (including current portion). . . . . 428,880 523,301 523,779 448,467 322,023
Less current portion. . . . . . . . . . . . . . . . 13,887 7,588 49,998 17,580 2,895
---------- ---------- ---------- ---------- ----------
Long term debt (net of current portion) . . . . . . 414,993 515,713 473,781 430,887 319,128
Total liabilities . . . . . . . . . . . . . . . . . 692,205 832,330 818,276 739,890 637,216
Common stockholders' equity . . . . . . . . . . . . 196,463 163,029 113,082 117,278 41,558
NINE MONTHS ENDED
MARCH 31,
-------------------------
1996 1997
---------- ----------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Total assets. . . . . . . . . . . . . . . . . . . . $ 744,157 $ 653,179
Long-term debt (including current portion). . . . . 359,889 284,087
Less current portion. . . . . . . . . . . . . . . . 2,691 2,935
---------- ----------
Long term debt (net of current portion) . . . . . . 357,198 281,152
Total liabilities . . . . . . . . . . . . . . . . . 629,800 592,565
Common stockholders' equity . . . . . . . . . . . . 114,357 60,614
8
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
March 31, 1997, and as adjusted to give effect to the assumed conversion of
$35,000,000 in principal amount of the outstanding Notes through the issuance of
2,187,500 shares of Common Stock:
March 31, 1997
----------------------------
Actual As Adjusted(1)
----------- ---------------
(dollars in thousands)
Current portion of long-term debt. . . . . . . . . $ 2,935 $ 2,935
Long-term debt
Bank debt. . . . . . . . . . . . . . . . . . . . 73,762 73,762
10-3/4% Senior Subordinated Debentures Due 1998. 120,000 120,000
8% Convertible Subordinated Notes Due 2001 . . . 75,000 40,000
Other debt . . . . . . . . . . . . . . . . . . . 12,390 12,390
---------- ----------
Long-term debt (net of current portion). . . . . . 281,152 246,152
Stockholders' equity
Common stock, $.01 par value, 100,000,000 shares
authorized, 25,980,669 issued; 28,168,169 issued as
adjusted . . . . . . . . . . . . . . . . . . . . 258 280
Additional paid-in capital . . . . . . . . . . . . 92,829 127,002
Retained earnings. . . . . . . . . . . . . . . . . (15,115) (15,115)
Cumulative translation adjustment. . . . . . . . . (17,358) (17,358)
---------- ----------
Total stockholders' equity . . . . . . . . . . . . 60,614 94,809
Total capitalization . . . . . . . . . . . . . . . $ 344,701 $ 343,896
---------- ----------
---------- ----------
(1) Additional paid-in capital includes the write-off of deferred financing
costs of $545 and $260 for estimated transaction costs associated with the
distribution of the Common Stock. For purposes of this pro-forma
presentation, it is assumed that no pro-forma adjustments have been made
for the tender offer for $109,000 in principal amount of Senior Debentures
discussed under "Prospectus Summary -- Recent Developments," including
approximately $4,000 estimated for premiums to be incurred and the
write-off of deferred financing costs (net of taxes). Does not include up
to $5,000 in principal amount of Notes that may be acquired by the
Purchaser.
9
STANDBY ARRANGEMENT AND SWAP AGREEMENT
Under a Standby Purchase Agreement (the "Standby Agreement") with the
Company, the Purchaser has agreed, subject to certain conditions, to purchase
from the Company, at $16.92 per share (the "Purchase Price"), the number of
shares of Common Stock (the "Purchased Shares") necessary to provide the
Company with proceeds which the Company will use to pay the aggregate
Redemption Price of Notes required to be redeemed by the Company on and after
the Redemption Date. The Notes to be redeemed have been selected by lot by
the Trustee. The Purchaser may also acquire up to $5 million in principal
amount of Notes (the "Acquired Notes") in the open market or otherwise prior
to the close of business on the Conversion Termination Date and has agreed to
convert all Notes so acquired by it into shares of Common Stock. Up to
2,500,000 shares of Company stock may be issued to the Purchaser pursuant to
the Standby Agreement. The number of shares purchased by the Purchaser will
be determined by the aggregate redemption price of Notes called for
redemption that are not converted into shares of the Company's Common Stock.
The issuance of such Purchased Shares and the reoffering of any Common Stock
issued upon conversion of any Acquired Notes by the Purchaser are the subject
of this Prospectus.
As compensation to the Purchaser for the commitment under the Standby
Agreement, the Company will pay to the Purchaser (i) a standby fee of $92,531
(the "Standby Fee") and (ii) an amount per share (the "Takeup Fee") equal to
$0.125 per Purchased Share (including Common Stock acquired by the Purchaser
upon conversion of Acquired Notes). In addition, the Company has agreed to
reimburse the Purchaser for certain reasonable out-of-pocket expenses (including
a maximum of $100,000 for reasonable legal fees and expenses in the aggregate
for both this transaction and the tender offer described under "Prospectus
Summary -- Recent Developments").
The Company will enter into an equity swap transaction (the "Swap
Transaction") with the Purchaser with respect to the price of the Purchased
Shares plus the number of shares of Common Stock into which any Acquired Notes
could be converted (collectively, the "Acquired Shares"). The Swap Transaction
will be governed by an ISDA Master Agreement, including a Schedule and a
Confirmation (the "Swap Agreement") containing various terms and conditions
governing the obligations of the Company and the Purchaser. A copy of the form
of Swap Agreement, including the Schedule and Confirmation, has been filed as an
exhibit to the registration statement of which this Prospectus forms a part, and
reference is made to the exhibit for the complete terms of the Swap Agreement.
Pursuant to the terms of the Swap Agreement, upon settlement thereof, the
Purchaser will pay to the Company the Capital Appreciation, if any, in the value
of the Acquired Shares, and the Company will pay to the Purchaser the Fixed
Amount plus the Capital Depreciation (each capitalized term as defined below).
At the election of the Company, in lieu of the payment described in the
preceding sentence, the Swap Agreement may be settled by delivery by the
Purchaser (subject to certain additional requirements) or, as applicable, the
Company, of the number of shares of Common Stock (which shall have been
registered pursuant to a valid resale registration statement under the
Securities Act), the value of which is equivalent to such payment. In addition,
the Purchaser will pay to the Company any Dividend Amount (as defined in the
Confirmation), with respect to dividends paid to holders of the Acquired Shares
(although the Company does not expect that any such dividends will be paid). In
the event that the value of the Acquired Shares is less than $12.00, the
Purchaser may require the Company to provide collateral to support its
obligations to the Company under the Swap Transaction and, if collateral
satisfactory to the Purchaser is not provided, the Purchaser may terminate the
Swap Agreement, and a payment would be due from the Company to the Purchaser.
The Company may elect to terminate the Swap Agreement at any time prior to the
stated term thereof, and the Swap Agreement also contains a number of other
Termination Events and Events of Default (each as defined therein) pursuant
which the Swap Agreement may be terminated prior to the stated term thereof.
Depending upon the value of the Acquired Shares (determined as provided in the
Confirmation) on the date of any early termination of the Swap Agreement, a
payment (in cash or stock) would be due from the Company or the Purchaser to the
other party. The Company and the Purchaser expect the maximum stated term of
the Swap Transaction would be for four months from the Redemption Date.
As used above, the following terms have the meanings given:
"CAPITAL APPRECIATION" and "CAPITAL DEPRECIATION" mean the amount
calculated according to the following formula which, if positive, shall be
"CAPITAL APPRECIATION" and, if negative, shall be "CAPITAL DEPRECIATION":
10
Price(t+1) - Price(t) x Notional Amount
---------------------
Price(t)
where "Price(t + 1)" means the arithmetic average of the per share prices at
which the Acquired Shares are sold by the Purchaser during the Valuation Period
(as defined in the Confirmation), net of any withholding tax, stamp tax, or any
other tax, duties, fees or commissions payable in respect of such sale;
"Price(t)" means $16.92 and "Notional Amount" means the aggregate number of
Acquired Shares multiplied by Price(t).
"FIXED AMOUNT" means an amount equal to the four month LIBOR rate
(determined as provided in the Confirmation) plus 1.50%, times the Notional
Amount (as determined in the Confirmation), for the term of the Swap
Transaction.
The Company, a significant stockholder and certain directors and executive
officers, who in the aggregate hold approximately 2 million shares of Common
Stock (including approximately 700,000 shares subject to options exercisable for
shares of Common Stock), have agreed that for a period of the shorter of
140 days after the date of this Prospectus and the termination of the Swap
Agreement, they will not, without the prior written consent of the Purchaser,
issue, sell, offer to sell, or otherwise dispose of such securities.
Lehman Brothers Inc. is also acting as the dealer/manager for the tender
offer described under "Prospectus Summary -- Recent Developments."
The Company has agreed to indemnify the Purchaser against certain
liabilities, including liabilities under the Securities Act.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion of the consequences of the conversion, sale or
redemption of Notes is based on the provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), the applicable regulations promulgated
thereunder, and published administrative and judicial decisions, all as they
exist at the date of this Prospectus. Changes in the law could effect the
federal income tax consequences discussed herein.
Certain Holders (including insurance companies, tax-exempt organizations,
financial institutions, brokers, dealers, nonresident aliens, foreign
corporations, foreign partnerships, foreign estates or trusts or the
Purchaser) may be subject to special rules not discussed below. No
information is provided herein with respect to foreign, state or local tax
laws or estate and gift tax considerations. No assurance can be given that
the treatment described herein of the conversion, sale or redemption of Notes
will be accepted by the IRS or, if challenged, by a court. EACH HOLDER IS
URGED TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING FEDERAL, STATE, LOCAL,
FOREIGN AND ANY OTHER TAX CONSEQUENCES OF CONVERTING THE NOTES INTO SHARES OF
COMMON STOCK OR SELLING OR SURRENDERING THE NOTES FOR REDEMPTION, ESPECIALLY
IN LIGHT OF THE HOLDER'S PARTICULAR CIRCUMSTANCES.
For federal income tax purposes, the conversion of Notes into Common
Stock generally will not result in a taxable gain or loss with respect to the
Common Stock received, except that gain must be recognized with respect to
cash received in lieu of fractional shares upon conversion. The amount of
such gain will be equal to the amount of cash received less the basis
attributable to such fractional shares and (with the exception of any portion
treated as ordinary income as discussed below) will be treated as capital
gain if the Notes are capital assets in the hands of the Holder. A Holder's
basis for the Common Stock received upon conversion of Notes will be equal to
the basis of the Notes surrendered and, assuming that the Notes are capital
assets in the Holder's hands, the holding period for that Common Stock will
include the holding period for those Notes. Any market discount that accrued
with respect to Notes converted into Common Stock should, under regulations
to be promulgated, carry over and be allocated to the Common Stock received
to the extent not previously included in the income of the Holder, and
should, to that extent, be treated as ordinary income to the extent of any
gain recognized on a subsequent disposition of such Common Stock.
11
A Holder's adjusted tax basis in Notes generally will be the price such
Holder paid for the Notes increased by any market discount (or any amounts
treated as original issue discount as a result of an election by the Holder
to treat market discount and other amounts with respect to the Note as
original issue discount under the Code) to the extent such market discount
(or amounts treated as original issue discount) was previously included in
income by the Holder (including any such market discount or original issue
discount included in the taxable year of disposition prior to the
disposition), and reduced (but not below zero) by amortized premium and any
payments received by the Holder other than interest payments.
A surrender of Notes for redemption or a sale generally will be a taxable
transaction on which gain or loss, if any, will be recognized. The gain or
loss recognized upon surrender for redemption or sale of Notes will be the
difference between the Holder's basis in the Notes and the redemption price
(exclusive of interest, which generally will be treated as ordinary income to
the Holder to the extent not previously included in the Holder's income)
received in respect thereof. Any gain or loss recognized on the redemption of
a Note generally should be capital gain or loss and should be long-term
capital gain or loss if the Holder has held the Note for more than one year at
the time of redemption. However, a Holder who acquired a Note with market
discount generally will be required to treat a portion of any gain on the
redemption of the Note as ordinary income to the extent of the market
discount (including any market discount treated as original issue discount
pursuant to an election by the Holder) accrued to the date of the
disposition, less any such amounts previously reported as ordinary income.
If a Holder purchased the redeemed Note at a price in excess of the principal
amount of the Note, and the Holder elected to amortize and deduct bond
premium with respect to the Note, the Holder may be permitted to deduct any
remaining unamortized bond premium as an ordinary loss upon the surrender of
the redeemed Note.
PLAN OF DISTRIBUTION
Prior to or after the Redemption Date, the Purchaser may offer to the
public any shares of Common Stock it acquires, including shares acquired through
conversion of up to $5 million in principal amount of Notes purchased by the
Purchaser, at prices set by the Purchaser from time to time. The Purchaser may
also make sales to dealers at prices that represent concessions from the prices
at which such shares are then being offered to the public. The amount of such
concessions is to be determined from time to time by the Purchaser. Such shares
of Common Stock may be offered on the New York Stock Exchange or otherwise from
time to time by the Purchaser. Any Common Stock so offered by the Purchaser
will be subject to receipt and acceptance by it and subject to its right to
reject orders in whole or in part.
In connection with the sale of Common Stock to the Purchaser pursuant to
the Standby Agreement, the Purchaser may purchase Notes, which may result in the
maintenance of the price of the Common Stock at a level above that which might
otherwise prevail in the open market or may otherwise affect the market price of
the Common Stock. Such purchases are not required, and, if they are undertaken,
they may be discontinued at any time.
12
LEGAL MATTERS
The legality of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Gibson, Dunn & Crutcher LLP, Los Angeles,
California. Morgan, Lewis & Bockius LLP, Los Angeles, California will pass on
certain legal matters for the Purchaser.
EXPERTS
The consolidated financial statements and schedule of MagneTek, Inc.,
included or incorporated by reference in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1996, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included or
incorporated therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
13
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesperson, or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained or incorporated by reference in this Prospectus, and,
if given or made, such other information or representations must not be relied
on as having been authorized by the Company of the Purchaser. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates in any state
to any person to whom it is unlawful to make such an offer or solicitation in
such state. Neither the delivery of this Prospectus nor any sale made hereunder
or thereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained or incorporated by reference herein or therein is
correct as of any time subsequent to its date.
---------------
TABLE OF CONTENTS
Page
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . .2
Available Information. . . . . . . . . . . . . . . . . . . . . . . .3
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Price Range of Common Stock. . . . . . . . . . . . . . . . . . . . .6
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . .7
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Standby Arrangement and Swap Agreement . . . . . . . . . . . . . . 10
Certain Federal Income Tax Considerations. . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2,500,000 SHARES
MAGNETEK, INC.
COMMON STOCK
---------------
PROSPECTUS
June 3, 1997
---------------
LEHMAN BROTHERS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the distribution of the Common Stock registered hereby. The expenses in
connection with the distribution contemplated by this Registration Statement
will be borne by the Registrant.
SEC Registration Fee $12,974
New York Stock Exchange Application Fee 8,750
Purchaser fees 92,531
Printing and engraving expenses* 20,000
Reimbursement of Purchaser's expenses, including legal fees* 45,000
Legal fees and expenses* 45,000
Accounting fees and expenses* 25,000
Blue sky fees and expenses* 5,000
Miscellaneous* 5,745
TOTAL* $260,000
- -----------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation provides that a
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
including grossly negligent business judgments made in good faith, except for
liability (i) for breach of the duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (governing distributions to stockholders),
or (iv) for any transaction for which a director derives an improper personal
benefit.
As permitted by Section 145 of the Delaware General Corporation Law, the
By-laws of the Registrant provide that the Registrant is required to indemnify
its directors, officers, employees and agents, and persons serving in such
capacities in other business enterprises at the Registrant's request, to the
fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary (except that the Registrant is
not required to indemnify a person who (i) acted in bad faith, (ii) failed to
act in a manner such person reasonably believed to be in or not opposed to the
best interests of the Registrant, (iii) in the case of a criminal proceeding,
had reasonable cause to believe that such person's conduct was unlawful, or (iv)
in the case of an action or suit by or in the right of the Registrant, has been
adjudged liable for negligence or misconduct in the performance of such person's
duty to the Registrant unless an appropriate court determines that such person
is entitled to indemnity). Notwithstanding the foregoing, the Registrant is
required to indemnify the expenses incurred by any director, officer, employee
or agent who has been successful on the merits or otherwise in defense of any
action, suit or proceeding. The Registrant may, but is not required to, advance
expenses of a director of officer incurred in defending an action suit or
proceeding provided that the Registrant receives an undertaking that such
director or officer will repay the advanced funds in the event it is ultimately
determined that such person is not entitled to indemnification. Indemnification
under the Registrant's By-laws may only be made upon a determination by a quorum
of disinterested directors (or, in certain circumstances, by independent legal
counsel or the stockholders) that indemnification is proper in the circumstances
because the applicable standard of conduct has
II-1
been met. The indemnification provisions contained in the Registrant's By-laws
may be sufficiently broad to permit indemnification of the Registrant's officers
and directors for liabilities arising under the Securities Act.
The Registrant's By-laws also provide that the rights to indemnification
provided for in the By-laws are not exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, and further provide, in accordance with
Section 145 of the Delaware General Corporation Law, that the Registrant may
purchase and maintain insurance which protects its officers, directors,
employees and agents, and persons serving in such capacities in other business
enterprises at the Registrant's request, against any liabilities incurred in
connection with their services in such capacities. Such an insurance policy has
been obtained by the Registrant.
The description of the Registrant's By-laws contained in the preceding
paragraphs is qualified in its entirety by reference to the Registrant's By-laws
(filed with the Commission as Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July 2, 1995, which is incorporated by
reference herein).
The Registrant has agreed to indemnify certain directors and officers of
the Registrant for any damages suffered in connection with the exercise of
certain registration rights.
ITEM 16. EXHIBITS
The Exhibit Index appears on page II-6.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered hereby and the offerings of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of
II-2
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
intial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on this 3rd day of
June, 1997.
MAGNETEK, INC.
By: /s/ Ronald N. Hoge
---------------------------------------
Ronald N. Hoge
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald N. Hoge and Samuel A. Miley, and each of
them, as his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Andrew G. Galef Chairman of the Board June 3, 1997
- -----------------------------
Andrew G. Galef
/s/ Ronald N. Hoge President, Chief Executive June 3, 1997
- ----------------------------- Officer and Director (Principal
Ronald N. Hoge Executive Officer)
/s/ Dewain K. Cross Director June 3, 1997
- -----------------------------
Dewain K. Cross
/s/ Paul J. Kofmehl Director June 3, 1997
- -----------------------------
Paul J. Kofmehl
/s/ Crocker Nevin Director June 3, 1997
- -----------------------------
Crocker Nevin
/s/ Marguerite W. Sallee Director June 3, 1997
- -----------------------------
Marguerite W. Sallee
II-4
/s/ Robert E. Wycoff Director June 3, 1997
- -----------------------------
Robert E. Wycoff
/s/ David P. Reiland Senior Vice President and Chief June 3, 1997
- ----------------------------- Financial Officer (Principal
David P. Reiland Financial Officer)
/s/ Thomas R. Kmak Vice President and Controller June 3, 1997
- ----------------------------- (Principal Accounting Officer)
Thomas R. Kmak
II-5
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
1.1 Form of Standby Purchase Agreement between the Company and
Lehman Brothers Inc.
1.2 Form of ISDA Master Agreement between the Company and
Lehman Brothers Finance S.A., with attached Schedule and
Confirmation.
4.1 Restated Certificate of Incorporation of the Company, as
filed with the Delaware Secretary of State on November 21,
1989, incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-3 filed on August 21,
1991, Commission File No. 33-41854.
4.2 By-laws of the Company, as amended and restated,
incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended July
2, 1995, Commission File No. 1-10233.
4.3 Indenture between the Company and The Bank of New York, as
Trustee, dated as of September 15, 1991 for $75,000,000 in
principal amount of 8% Convertible Subordinated Notes due
2001 including form of Note, incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter
ended September 30, 1991, Commission File No. 1-10233.
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page hereto).
II-6