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: December 31, 1998
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.
Nashville, Tennessee 37214
(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
January 29, 1999: 31,591,740 shares.
PART I. FINANCIAL INFORMATION
In the opinion of management, the accompanying condensed consolidated financial
statements contain all adjustments necessary to fairly present the financial
position as of December 31, 1998 and the results of operations and cash flows
for the three-month and six-month periods ended December 31, 1998 and 1997. 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
six-months ended December 31, 1998 are not necessarily indicative of results
which may be experienced for the full fiscal year.
ITEM 1
MAGNETEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 and JUNE 30, 1998
(amounts in thousands)
ASSETS December 31 June 30
------ ----------- ---------
(unaudited)
Current assets:
Cash $ 2,887 $ 5,976
Accounts receivable 180,494 197,284
Inventories 211,808 196,830
Prepaid expenses and other 20,742 17,464
--------- ---------
Total current assets 415,931 417,554
--------- ---------
Property, plant and equipment 470,255 440,127
Less-accumulated depreciation
and amortization 263,114 243,657
--------- ---------
207,141 196,470
--------- ---------
Goodwill 54,208 53,576
Deferred financing costs,
intangible and other assets 64,251 63,138
--------- ---------
Total Assets $741,531 $730,738
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $108,643 $113,377
Accrued liabilities 93,763 107,539
Current portion of long-term debt 2,754 5,527
--------- ---------
Total current liabilities 205,160 226,443
--------- ---------
Long-term debt, net of current portion 272,446 239,577
Other long-term obligations 64,298 66,213
Deferred income taxes 9,794 11,784
Commitments and contingencies
Stockholders' equity
Common stock 310 313
Paid in capital in excess of par value 169,915 176,464
Retained earnings 39,172 27,737
Accumulated other comprehensive loss (19,564) (17,793)
--------- ---------
Total stockholders' equity 189,833 186,721
--------- ---------
Total Liabilities and
Stockholders' Equity $741,531 $730,738
--------- ---------
--------- ---------
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 and 1997
(amounts in thousands except per share data)
(unaudited)
1998 1997
-------- --------
Net sales $279,540 $298,507
Cost of sales 230,739 240,241
-------- --------
Gross profit 48,801 58,266
Selling, general and administrative 39,545 39,727
-------- --------
Income from operations 9,256 18,539
Interest expense 4,884 3,861
Other expense, net 816 639
-------- --------
Income before provision for
income taxes 3,556 14,039
Income taxes 1,138 5,054
-------- --------
Net income $ 2,418 $ 8,985
-------- --------
-------- --------
EARNINGS PER COMMON SHARE
Basic:
Net income $ 0.08 $ 0.29
-------- --------
-------- --------
Diluted:
Net income $ 0.08 $ 0.28
-------- --------
-------- --------
See accompanying notes
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE SIX MONTHS ENDED
DECEMBER 31, 1998 and 1997
(amounts in thousands except per share data)
(unaudited)
1998 1997
-------- --------
Net sales $569,372 $584,994
Cost of sales 465,233 469,273
-------- --------
Gross profit 104,139 115,721
Selling, general and administrative 76,062 79,942
-------- --------
Income from operations 28,077 35,779
Interest expense 9,704 8,614
Other expense, net 1,556 1,440
-------- --------
Income before provision
for income taxes 16,817 25,725
Income taxes 5,382 9,261
-------- --------
Net income $ 11,435 $ 16,464
-------- --------
-------- --------
EARNINGS PER COMMON SHARE
Basic:
Net income $ 0.37 $ 0.55
-------- --------
-------- --------
Diluted:
Net income $ 0.37 $ 0.53
-------- --------
-------- --------
See accompanying notes
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997
(amounts in thousands)
(unaudited)
1998 1997
-------- --------
Cash flows from operating activities:
Net income $ 11,435 $ 16,464
Adjustments to reconcile income to net cash
used in operating activities:
Depreciation and amortization 18,869 18,942
Changes in operating assets and liabilities (30,862) (30,527)
-------- ---------
Total adjustments (11,993) (11,585)
-------- --------
Net cash provided by (used in) operating activities: ( 558) 4,879
-------- ---------
Cash flows from investing activities:
Capital expenditures (25,897) (23,081)
Other investments ( 178) 5,204
-------- ---------
Net cash used in investing activities (26,075) (17,877)
-------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 809 4,029
Repurchase of common stock (7,361) --
Borrowings under bank
and other long-term obligations 30,096 6,953
Increase in deferred financing costs -- ( 102)
-------- ---------
Net cash provided by financing activities: 23,544 10,880
Net decrease in cash $ (3,089) $ (2,118)
Cash at the beginning of period 5,976 6,138
-------- ---------
Cash at the end of period $ 2,887 $ 4,020
-------- ---------
-------- ---------
(continued on next page)
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997
(amounts in thousands)
(unaudited)
1998 1997
------- -------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 9,624 $ 8,654
Income Taxes $ 1,196 $ 1,344
(see accompanying notes)
ITEM 1 (continued)
MAGNETEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(All dollar amounts are in 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 six-month periods ended
December 31, 1998 and 1997 each contained thirteen weeks and twenty six
weeks respectively.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of MagneTek, Inc. and its subsidiaries (the Company). All
significant inter-company accounts and transactions have been eliminated.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. Actual results could differ from
these estimates.
EARNINGS PER SHARE - In 1997, the Financial Accounting Standards Board
issued statement of Financial Accounting Standards No. 128, Earnings per
share. Statement 128 replaced the previously reported primary and fully
diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have
been presented, and where necessary, restated to conform to the Statement
128 requirements.
2. INVENTORIES
Inventories at December 31, 1998 and June 30, 1998 consist of the
following:
December 31 June 30
----------- ---------
Raw materials and stock parts $ 67,274 $ 64,714
Work-in-process 39,723 38,620
Finished goods 104,811 93,496
----------- ---------
$211,808 $196,830
----------- ---------
----------- ---------
3. COMMITMENTS AND CONTINGENCIES
In December, 1996 the Company and certain of its subsidiaries were named as
defendants in a suit filed by Cooper Industries, Inc. ("Cooper") in the
U.S. District Court for the Southern District of Texas, alleging breach of
the 1986 agreement by which the Company acquired certain businesses from
Cooper. At issue in the litigation is the question of which party has
responsibility in connection with pending lawsuits (the "asbestos
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 asbestos
lawsuits. The Company has denied that it is obligated under the agreement
to defend and indemnify Cooper in connection with the asbestos lawsuits,
and has filed a counterclaim asserting that Cooper is obligated under the
agreement to defend and indemnify the Company in connection with the
asbestos lawsuits and that certain insurance coverage available to Cooper
should be applied to the asbestos lawsuits. The Company and Cooper have
engaged in settlement discussions. In July 1998, the Court granted partial
summary judgement in favor of the Company, ruling that the Company has no
obligation to indemnify Cooper in connection with the asbestos lawsuits.
Management of the Company does not believe that the financial impact of the
foregoing legal proceeding will be material to operating results or the
financial position of the Company.
In April 1998, Ole K. Nilssen filed a lawsuit in the U.S. District Court
for the Northern District of Illinois alleging the Company is infringing on
seven of his patents pertaining to electronic ballast technology. The
plaintiff seeks an unspecified amount of damages and an injunction to
preclude the Company from making, using or selling those products allegedly
infringing his patents. The Company denies that it has infringed, or is
infringing, any of the plaintiff's patents, and has asserted several
affirmative defenses. The Company also filed a counterclaim seeking
judicial declaration that it is not infringing (and has not infringed) the
patents asserted by the plaintiff, and that such asserted patents are
invalid. The Company intends to defend this matter vigorously. Due to the
early state of the litigation, it is difficult to predict the outcome of
the foregoing legal proceeding. However, management of the Company does not
believe that the financial impact of such litigation will be material to
operating results or the financial position of the Company.
4. OTHER COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 130 "Reporting Comprehensive Income," as of the first quarter of fiscal
1999. SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components, however it has no impact on the
Company's net income or stockholders' equity. SFAS 130 requires foreign
currency translation adjustments, which, prior to adoption were reported
separately in stockholders equity, to be included in other comprehensive
income. Prior year
financial statements have been restated to conform to the requirements
of SFAS 130.
During the second quarter of fiscal 1999 comprehensive losses were $2,612
versus comprehensive income of $8,485 in the second quarter of fiscal 1998.
For the first six months of fiscal 1999 and 1998, comprehensive income was
$9,664 and $15,847 respectively.
5. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share.
FISCAL YEAR FISCAL YEAR
--------------------- ---------------------
2Q 2Q YTD YTD
1999 1998 1999 1998
------- ------- -------- -------
(in thousands, except per share amounts)
BASIC
Weighted average shares outstanding 30,793 30,952 30,986 29,793
EARNINGS:
Net Income $ 2,418 $ 8,985 $ 11,435 $16,464
------- ------- -------- -------
Per Share Earnings: $ 0.08 $ 0.29 $ 0.37 $ 0.55
------- ------- -------- -------
------- ------- -------- -------
DILUTED:
Weighted average shares outstanding 30,793 30,952 30,986 29,793
Dilutive stock options based upon 156 1,048 238 1,176
the treasury stock method using the
average market price.
Effect of Convertible debt to equity -- -- -- 1,005
------- ------- -------- -------
Total diluted shares outstanding 30,949 32,000 31,224 31,974
EARNINGS:
Net Income 2,418 8,985 11,435 16,464
Add:Interest savings on Convertible
debt after tax -- -- -- 466
------- ------- -------- -------
Net income $ 2,418 $ 8,985 $ 11,435 $16,930
PER SHARE EARNINGS: $ 0.08 $ 0.28 $ 0.37 $ 0.53
------- ------- -------- -------
------- ------- -------- -------
6. REPOSITIONING COSTS
In fiscal 1996, as a result of significant declines in sales and profit
margins in both electronic and magnetic ballasts, the Company initiated a
review and analysis of actions to reduce costs and improve future
flexibility and profitability, focused to a large extent in its Lighting
products business. Subsequent to review and approval by the Company's Board
of Directors, certain reserves were established and charges recorded in the
year ended June 30, 1996. These charges were associated with a variety of
repositioning actions and included 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.
As of the end of the second quarter of fiscal 1999, the majority of the
activity associated with these reserves has been completed, with the
exception of those related to warranty claims. The magnitude of claims
incurred since June of 1996 (approximately one-half of the warranty
period), have been significantly less than originally projected. In
addition, the Company has successfully recovered almost three million
dollars from a single vendor in a structured settlement of a claim made for
defective components used in certain of the ballasts. As a result of lower
warranty claims and the recoveries, the Company recognized a credit to the
original reserve of $5,100 in the second quarter of fiscal 1999. Also, in
the second quarter of fiscal 1999, due to softening economic conditions,
consolidation of certain power supplies facilities and the pending sale of
its generator business to Emerson Electric, the Company established a
reserve for severance and related costs of $5,100. The re-evaluation of the
warranty liability and the recording of the reserve for severance were
offsetting occurrences with no impact on earnings per share for the
quarter.
7. SALE OF GENERATOR PRODUCT LINE
During the second quarter of fiscal 1999, the Company announced that it has
agreed in principle to sell its generator business which produces
alternators for use with diesel and natural gas generators sets to Emerson
Electric for $115 million subject to the completion of due diligence.
Proceeds from the sale could be used for debt repayment, continued share
repurchases and acquisitions.
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
THREE MONTHS ENDED DECEMBER 31, 1998 VS. 1997
NET SALES AND GROSS PROFIT.
MagneTek's net sales for the second quarter of fiscal 1999 were $279.5
million, a 6.4% decrease from the second quarter of fiscal 1998 at $298.5
million. Sales in the Motors and Controls segment declined 8.7% due to
lower sales of generators, residential fractional horsepower motors, and
drives products. Sales in the Lighting Products segment fell 7.6% primarily
due to reduced electronic ballast revenues in domestic markets and lower
magnetic ballast sales in Europe. Compact fluorescent ballast sales
improved both domestically and in Europe. Power Supplies segment sales
increased 4.6% due entirely to the acquisition of Omega Power Systems in
June of 1998. Excluding sales of Omega Power Systems, segment sales were
lower than the year earlier period by 3%, due to weaker sales in Europe
from key customers (e.g. IBM, Siemens). Versus the year earlier period,
sales of European lighting products and power supplies benefited modestly
from slightly stronger local currency translation to U.S. dollars.
The Company's gross profit decreased to $48.8 million (17.5% of net sales)
in the second quarter of fiscal 1999 from $58.3 million (19.5% of net
sales) in the second quarter of fiscal 1998. The decline in gross profit
was a combination of lower sales volume and lower production levels. Large
volume customers for which demand was adversely affected by Asian and
domestic economic changes pared requirements, most notably in generator and
power supplies products. In response to these changes, manufacturing
facilities in the U.S. and Europe engaged in extended plant shutdowns in
the quarter to offset slackening demand and mitigate further increases to
inventory levels. The Lighting Products segment gross margin levels
improved (expressed as a percent of net sales) from prior year levels
primarily due to earlier plant consolidation programs. Production
capability for the domestic lighting business is now focused almost
entirely in Mexico.
OPERATING EXPENSES.
Selling, general and administrative (SG&A) expense was $39.5 million (14.2%
of net sales) in the second quarter of fiscal 1999 compared to $39.7
million (13.3% of net sales) in the second quarter of fiscal 1998. With
revenue losses concentrated in large customers with typically lower support
costs, spending levels dropped less than would be expected. Spending
comparisons were negatively impacted by the acquisition of Omega Power
Systems for which selling, general and administrative costs did not exist
in the prior year quarter.
INTEREST AND OTHER EXPENSE.
Interest expense was $4.9 million in the second quarter of fiscal 1999
compared to the $3.9 million in the second quarter of fiscal 1998.
Approximately one-half of the increase in interest expense was due to the
purchase of Omega Power Systems in June of 1998 and the remaining increase
related to higher working capital balances.
NET INCOME.
The Company recorded an after-tax profit of $2.4 million in the second
quarter of fiscal 1999 compared to an after-tax profit of $9.0 million in
the second quarter of fiscal 1998. The tax provision in the second quarter
of fiscal 1999 was $1.1 million (32% effective tax rate) versus $5.1
million (36% effective tax rate) in the second quarter of fiscal 1998. The
lower provision for taxes reflects the Company's projected lower deferred
tax asset valuation requirement and a reduction in certain foreign tax
rates. The Company expects this lower overall rate to continue throughout
the year.
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
SIX MONTHS ENDED DECEMBER 31, 1998 VS. 1997
NET SALES AND GROSS PROFIT.
Net sales for MagneTek in the first six months of fiscal 1999 were $569.4
million a 2.7% decline from $585.0 million of sales in the first six months
of fiscal 1998. Sales in the Lighting Products segment slipped 4.9%. The
majority of the reduction occurred in the magnetic and electronic ballast
products. Revenues for both compact fluorescent and HID (high intensity
discharge) ballasts improved from the earlier six-month period. Pricing
continues to be competitive in both domestic and foreign markets. Motors
and Controls segment revenues dropped 3.8% from the previous year levels.
Aggregate motor sales increased slightly for the period but were more than
offset by lower sales for both generator and drives products. Power supply
segment sales increased by 7.4%. Results include the effect of the
acquisition of Omega Power Systems, without which, segment sales
comparisons were flat with the year earlier period.
Gross profits were $104.1 million (18.3% of net sales) in the first six
months of fiscal 1999 compared to $115.7 million (19.8% of net sales) in
the first six months of fiscal 1998. Reduced gross profit levels occurred
in each segment but were most pronounced in Motors and Controls. Weaker
revenues in residential fractional horsepower motors and generators,
coupled with downward changes in production levels and extended plant
shutdowns during December, eroded performance. Results for the Lighting
Products segment, while unfavorably affected by sales volume, benefited
from earlier plant consolidations to lower cost facilities. Power Supplies
results were adversely affected by factors similar to motor and controls,
volume losses from key customers and lower production rates.
OPERATING EXPENSES.
Selling, general and administrative (SG&A) expense was $76.1 million (13.4%
of net sales) in the first six months of fiscal 1999 versus $79.9 million
(13.7% of net sales) in the first six months of fiscal 1998. Reduced
spending occurred primarily in the administrative area. Lower expenditures
in travel, legal, consulting and development costs contributed to the
favorable spending. The Company also had lower salary and related costs as
manning levels were reduced.
INTEREST AND OTHER EXPENSE
Interest expense was $9.7 million in the first six months of fiscal 1999
compared to $8.6 million in the first six months of fiscal 1998. Interest
rates are generally lower on the Company's floating rate debt, however
borrowing levels have increased due to the funding of the Omega acquisition
and increased investment in working capital.
NET INCOME
The Company recorded an after-tax profit of $11.4 million in the first six
months of fiscal 1999 compared to an after-tax profit of $16.5 million in
the first six months of fiscal 1998. The tax provision in the first six
months of fiscal 1998 was $5.4 million (32% effective tax rate) versus $9.3
million (36% effective tax rate) in the first six months of fiscal 1998.
The Company expects this lower overall rate to continue throughout fiscal
1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a Bank Loan Agreement which provides for borrowings of up to
$350 million under a revolving loan facility through June, 2002. Borrowings
under the facility bear interest at the bank's prime lending rate or, at the
London Interbank Offered rate plus five eights of one percent. As of December
31, 1998 the Company had approximately $78 million of available borrowings under
the Bank Loan Agreement. At present, the Bank Loan Agreement provides both short
term working capital availability and longer term financing needs for the
Company. The Company's Board of Directors has approved the repurchase of up to
five million shares of its common stock. Through the first six months of fiscal
1999, the Company repurchased 633,200 shares for approximately $7.4 million
through open market transactions.
In the second quarter of fiscal 1999, due to softening economic conditions,
consolidation of certain power supplies facilities and the pending sale of its
generator business to Emerson Electric, the Company established a reserve for
severance and related costs of $5,100. The re-evaluation of the warranty
liability and the recording of the reserve for severance were offsetting
occurrences with no impact on earnings per share for the quarter (see Note 6).
During the second quarter of fiscal 1999, the Company announced that it has
agreed in principle to sell its generator business to Emerson Electric (see Note
7).
IMPACT OF YEAR 2000
As previously reported in the 1998 Annual Report, the Company initiated in
fiscal 1997 a comprehensive systems review, which resulted in the purchase of an
Oracle "Enterprise Resource Planning" software package. While the primary
purpose of the software was to improve business processes, it also enables the
Company to resolve Year 2000 issues. Though the first six months of fiscal 1999,
the Company has completed approximately 65% of its system conversion. The
Company currently expects to complete conversion of all software to eliminate
Year 2000 problems by early in the second half of calendar 1999. Total costs of
the project are anticipated at approximately $16 million of which approximately
$12 million has been spent through the first six months of fiscal 1999.
Management believes that the likelihood of a material adverse impact due to
problems with internal systems is remote.
The Company has also initiated an evaluation of other potential areas which
could be impacted by the Year 2000 issue. The Company has, and continues to
contact critical suppliers to determine that the products and services they
provide are Year 2000 compliant. These external vendor products and systems are
expected to function properly in the Year 2000. Notwithstanding those efforts,
there can be no assurance that another company's failure to ensure Year 2000
capability would not have an adverse effect on the Company.
The Company will conduct periodic reviews to monitor implementation plans
associated with the Year 2000 problem. In the event these reviews would indicate
the Company's implementation dates are at risk, contingency plans will be
established.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1, Note 3.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Change of Control Agreement dated October 20, 1998 between
Antonio Canova and MagneTek, Inc.
10.2 Change of Control Agreement dated October 20, 1998 between
Brian R. Dundon and MagneTek, Inc.
10.3 Change of Control Agreement dated October 20, 1998 between
Gerard P. Gorman and MagneTek, Inc.
10.4 Change of Control Agreement dated October 20, 1998 between
James E. Schuster and MagneTek, Inc.
10.5 Change of Control Agreement dated October 20, 1998 between
Alexander Levran and MagneTek, Inc.
10.6 Change of Control Agreement dated October 20, 1998 between
David P. Reiland and MagneTek, Inc.
10.7 Change of Control Agreement dated October 20, 1998 between
John P. Colling, Jr. and MagneTek, Inc.
10.8 Change of Control Agreement dated October 20, 1998 between
Nancy M. Falls and MagneTek, Inc.
10.9 Change of Control Agreement dated October 20, 1998 between
Thomas R. Kmak and MagneTek, Inc.
10.10 Change of Control Agreement dated October 20, 1998 between
Samuel A. Miley and MagneTek, Inc.
(b) Reports on Form 8-K
None
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: February 2, 1999 /s/ David P. Reiland
-------------------------------
David P. Reiland
Executive Vice President
and Chief Financial Officer
(Duly authorized officer of the
registrant and principal
financial officer)