ITEM 1. BUSINESS.
GENERAL
The electrical equipment industry is characterized by diversity of markets, global competition and relatively high barriers to entry due to intensive capital requirements and required access to market channels. From its inception in 1984, MagneTek pursued a growth strategy designed to achieve the size necessary to compete with domestic and foreign electrical equipment manufacturers. During the late 1980s and early 1990s the Company grew rapidly, primarily through acquisitions of electrical equipment businesses supplemented by internal growth. While this growth enabled the Company to achieve a significant share of several electrical product and service markets, and enhanced efforts to reduce manufacturing costs through economies of scale and vertical integration, the use of debt to finance the majority of the acquisitions left the Company with a relatively high degree of financial leverage in its balance sheet.
During the fiscal year ended June 30, 1994, MagneTek's Board of Directors approved a plan to focus the Company's resources on fewer product lines and reduce debt. Subsequent to fiscal year end, the Board of Directors adopted a formal restructuring program including the sale of certain businesses comprised primarily of the Company's utility, military, controls and custom motor product lines (see Note 2 of Notes to Consolidated Financial Statements). The discussion which follows focuses on the continuing operations of the Company.
The Company operates in two business segments: Ballasts and Transformers, including lighting products (magnetic and electronic lighting ballasts), power supplies and small transformer products; and Motors and Controls, which includes fractional and integral horsepower electric motors, medium voltage generators and variable speed electronic drives.
BALLASTS AND TRANSFORMERS SEGMENT
GENERAL. The Ballasts and Transformers segment, which accounted for 58% of net sales in fiscal 1994, manufactures a broad range of equipment in the United States and Europe in two general product groups: Lighting products, including fluorescent (both magnetic and electronic) and high intensity discharge ("HID") ballasts; and Transformer products, including electronic power supplies, various small component and specialty transformers, and dry type distribution transformers. The Company's European operations, concentrated primarily in magnetic lighting ballasts and electronic power supplies, accounted for 29% of the segment's total net sales in fiscal 1994. One customer, Lithonia Lighting, a lighting fixture OEM, accounted for 10% of the segment's total net sales in fiscal 1994.
LIGHTING PRODUCTS. For fiscal 1994, sales of Lighting products represented 73% of the segment's total net sales. The Company is an industry leader, measured by market share, in magnetic fluorescent ballasts both domestically and in Europe, and in electronic fluorescent ballasts domestically. Sales of magnetic ballasts (including HID) accounted for 44% (36% in the U.S. and 8% in Europe) of the segment's total net sales in fiscal 1994. Magnetic ballasts are used in standard fluorescent lighting fixtures in office,
commercial and residential applications, and in various types of specialty lighting applications, including indoor and outdoor displays and signs. HID ballasts are used in lighting fixtures in industrial and municipal applications, such as street lighting, outside security and parking lot lighting, factory and warehouse indoor illumination and sports lighting. Electronic solid state fluorescent ballasts offer savings in the form of reduced energy consumption but have a higher initial cost than that of a standard magnetic ballast. Sales of electronic ballasts, primarily in the U.S., accounted for 24% of the segment's total net sales in fiscal 1994.
In the U.S., approximately 65% of the Company's fluorescent and HID ballasts are sold through MagneTek's direct sales force to OEMs with the balance sold through independent manufacturers' representatives to more than 4,000 independent electrical distributors nationwide. In Europe, sales are made through a combination of the Company's direct sales force and sales agents, primarily to OEMs.
TRANSFORMER PRODUCTS. Sales of Transformer products accounted for 27% of the segment's net sales for fiscal 1994. Sales of Transformer products in Europe, primarily electronic power supplies which are custom designed for use in electronic business machines, computers and industrial equipment, accounted for 18% of the segment's net sales in fiscal 1994. The Company also manufactures dry type distribution transformers used primarily in building applications as well as various component and specialty transformers. The Company markets its various Transformer products through its direct sales force and independent manufacturers' representatives directly to OEMs and (in the U.S.) through independent electrical distributors.
BACKLOG. The Company's backlog in the Ballasts and Transformers segment as of June 30, 1994, was $98.6 million compared to $240.8 million as of the end of fiscal 1993. The decrease in the backlog has resulted from decreased backlog for electronic ballasts. Backlog in electronic ballasts was $15.1 million as of June 30, 1994 compared to $134.2 million as of June 30, 1993. Backlog represents purchase orders received by the Company which are subject to cancellation. During fiscal 1994, the Company experienced significant cancellations of orders for electronic ballasts due to excess inventories at the Company's electrical distributor customers. These cancellations occurred primarily during the first half of fiscal 1994. The Company has not experienced significant order cancellations since that time.
COMPETITION. The principal competitors of the Company in Lighting products in the U.S. are Advance Transformer Company (a division of North American Phillips Corp.), Electronic Ballast Technology (an affiliate of North American Phillips Corp.), Valmont Industries and Motorola, and in Europe, Schwabe, Helvar and Zumtobel. Competitors in Transformer products are Advance Transformer Company and Astec. Certain of the Company's competitors in the Ballasts and Transformers segment have substantially greater resources than the Company. The Company competes principally on the basis of customer service and engineering capabilities, quality and price.
MOTORS AND CONTROLS SEGMENT
GENERAL. The Motors and Controls segment, which accounted for 42% of net sales in fiscal 1994, manufactures equipment in two product groups: Motors and Generators, including fractional and integral horsepower electric motors and medium voltage generators, and Drives and Systems, including electronic adjustable speed drives and drive systems. The Company's European operations are not significant to the
segment, representing less than 2% of the segment's total net sales in fiscal 1994. One customer, Caterpillar, Inc., accounted for 12% of the segment's total net sales in fiscal 1994.
MOTOR AND GENERATOR PRODUCTS. In fiscal 1994, Motor and Generator products represented 84% of the segment's total net sales. The Company's electric motors, most of which use AC power, range in size from 1/8 to 500 horsepower. Motors ranging in size from 1/8 to 5 horsepower (depending on frame size) are designated fractional horsepower ("FHP") motors. FHP motors are used both in residential applications, primarily in appliances such as room air conditioners, dehumidifiers and ventilators, as well as pool and spa pumps, and in commercial applications such as heating, ventilating and air conditioning ("HVAC"), food service and agribusiness. AC motors ranging in size from 1 to 500 horsepower, designated integral horsepower ("IHP") motors, are used primarily in commercial HVAC, mining, petrochemical and commercial laundry applications. The Company also manufactures DC motors, ranging in size from 1/6 to 3 horsepower, used in variable speed applications such as conveyors, material handling and packing equipment, exercise equipment and machine tools. Approximately 70% of the Company's motors are sold to OEMs primarily through the Company's direct sales force. The remaining motors are marketed through a network of approximately 2,600 distributors, primarily for replacement of worn motors.
Generators manufactured by the Company range in size from 50 kilowatt ("KW") to 2,250 KW. Over 90% of generator sales are to Caterpillar, Inc., which manufactures and sells engine generator units for prime and standby power applications.
DRIVES AND SYSTEMS PRODUCTS. Sales of Drives and Systems products accounted for 16% of the segment's total net sales for fiscal 1994. The Company's electronic adjustable speed drives and drive systems adjust and control the speed and output of electric motors. They are used in applications involving HVAC, paper converting, wire drawing, extrusion elevators, machine tools and material handling equipment. Drives and drive systems are sold primarily to OEMs and end users through a specialized engineering oriented direct sales force as well as through electrical distributors.
BACKLOG. The Company's backlog in the Motors and Controls segment as of June 30, 1994 was $71.1 million compared to $69.9 million as of the end of fiscal 1993. The increase is primarily in FHP motors offset by lower backlog in IHP motors.
COMPETITION. The principal competitors of the Company in Motor and Generator products are Emerson Electric Company, General Electric Company, Franklin Electric Company, Baldor Electric Company, A.O. Smith and Onan. The principal competitors in Drives and Systems are Reliance Electric Company, Emerson Electric Company, Allen Bradley and Eaton Corporation. Some of these competitors have substantially greater resources than the Company. The Company competes principally on the basis of customer service and engineering capabilities, quality and price.
INTERNATIONAL OPERATIONS
The Company conducts most of its international activities through its MagneTek Europe operations. European operations include ballast and power supply production in Italy and Germany and motor manufacturing in the United Kingdom. The Company's international sales, including export sales from domestic operations, in fiscal 1994 accounted for 23% of the Company's total net sales.
SUPPLIERS AND RAW MATERIALS
The Company manufactures many of the materials and components used in its products, including ballast and motor laminations and capacitors. The Company also draws its own magnet wire primarily for products in the Ballasts and Transformers segment.
Virtually all materials and components purchased by the Company are available from multiple suppliers. In fiscal 1994, approximately 56% of the Company's total cost of sales was for the purchase of direct materials. Key commodities used in production include steel, copper and aluminum, as well as certain electronic components. The Company generally negotiates prices with steel vendors on an annual basis. The Company purchases copper for the Ballasts and Transformers segment primarily in rod form for drawing its own magnet wire and for the Motors and Controls segment in the form of finished magnet wire. The Company seeks to mitigate its exposure to fluctuations in copper prices through short-term hedging programs as well as through forward contract arrangements with magnet wire suppliers. The Company purchases its aluminum requirements based upon the spot prices at delivery.
RESEARCH AND DEVELOPMENT
Research and development activities are conducted by the respective operating divisions and are directed toward enhancement of existing products and development of new products. Advanced technologies are being developed in four main development centers and future development is sponsored by the Company and conducted by leading Universities. The Company's recent product development efforts have focused on the application of "state of the art" technologies in the following areas: development of innovative integrated electronic circuit architectures for lighting ballasts, power electronic based designs and advanced microprocessor/DSP controls for adjustable speed drives and fuel cell type inverters, superior design of energy efficient motors and cost- effective power supplies. The Company has a number of design projects underway relating to requirements for energy-efficient electrical products mandated by legislation. New CAD/CAM/CAE tools were introduced to improve the designs and reduce design time. The Company has also focused its research and development activities on improvements in the manufacturing process through increased factory automation and new improved computer systems. Through continued integration of the Company's various operating units, the Company expects to benefit from coordinated research and development efforts. Total research and development expenditures were approximately $17.5 million, $17.4 million and $13.8 million, respectively, for the 1994, 1993 and 1992 fiscal years.
TRADEMARKS AND PATENTS
The Company holds numerous patents which, although of value, are not considered by management to be essential to the Company's business. The Company believes that it holds all the patent, trademark and other intellectual property rights necessary to conduct its business.
EMPLOYEES
At the end of fiscal 1994, the Company had approximately 2,300 salaried employees and approximately 12,000 hourly employees, of whom approximately 6,100 are covered by collective bargaining agreements with various unions. The Company believes that its relationships with its employees are favorable.
ENVIRONMENTAL MATTERS
GENERAL. The Company has from time to time discovered contamination by hazardous substances at certain of its facilities. In response to such discovery, the Company conducts remediation activities to bring the facility into compliance with applicable laws and regulations. Except as described below, the Company's remediation activities for fiscal 1994 did not entail material expenditures, and its remediation activities for fiscal 1995 are not expected to entail material expenditures. Future discoveries of contaminated areas could entail material expenditures, depending upon the extent and nature of the contamination.
UNIVERSAL MANUFACTURING (BRIDGEPORT). The Company's Universal Manufacturing division has used certain hazardous materials, including PCBs, in certain of its production processes. In particular, contaminated soil and groundwater have been located at Universal Manufacturing's Bridgeport, Connecticut facility. In connection with the February 1986 acquisition of Universal Manufacturing, the Company and the seller, Farley Northwest Industries, Inc. (the predecessor to Fruit of the Loom, Inc., hereinafter collectively with such successor referred to as "FOL"), executed an environmental agreement. Under this agreement, FOL agreed to perform certain cleanup work at the Bridgeport facility and to indemnify and hold the Company harmless for environmental claims attributable to FOL's or its predecessors' activities at the Bridgeport facility. To date, FOL has undertaken investigative actions and remedial work at Bridgeport as required by the environmental agreement, and such remedial work is now substantially complete.
CENTURY ELECTRIC (MCMINNVILLE). Prior to its purchase by the Company in 1986, Century Electric, Inc. ("Century Electric") acquired a business from Gould Inc. ("Gould") in May 1983 which included a leasehold interest in a fractional horsepower electric motor manufacturing facility located in McMinnville, Tennessee. In connection with this acquisition, Gould agreed to indemnify Century Electric from and against liabilities and expenses arising out of the handling and cleanup of hazardous waste, including but not limited to cleaning up any PCBs at the McMinnville facility (the "1983 indemnity"). Investigation revealed the presence of PCBs in portions of the soil and in the groundwater underlying the facility and in certain offsite soil. Century Electric has kept the Tennessee Department of Environment and Conservation, Division of Superfund, apprised of test results from the investigation. The McMinnville plant has been listed as a Tennessee Superfund Site, a report on that site has been presented to the Tennessee legislature, and community officials and plant employees have been notified of the presence of PCBs as above described. In July 1993, Gould submitted to the State of Tennessee a Feasibility Study recommending a cleanup of certain onsite soil with an estimated cost of $4.7 million. This estimate does not include ancillary costs of onsite cleanup, which are expected to be significant. Based upon currently available information, the aggregate costs for cleanup of certain onsite soil, including ancillary costs of onsite cleanup, are not expected to exceed $15 million. Subsequent to June 30, 1994, Gould contracted for certain onsite cleanup to be performed, at its own expense, during the period
from September 1994 through December 1994. The necessity for any potential offsite cleanup has not been studied, and no estimate or range of any potential offsite cleanup costs has been developed. The Company believes that the costs for certain onsite cleanup, including ancillary costs of onsite cleanup, and the costs for any potential offsite cleanup are covered by the 1983 indemnity. In August 1994, Gould requested that the Company consider bearing an unspecified portion of each of these costs, and the Company declined. While the Company believes that Gould will continue to perform under its indemnity obligations, Gould's failure to perform such obligations could have a material adverse effect on the Company.
OFFSITE LOCATIONS. The Company has been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several offsite locations. Due, in part, to the existence of indemnification from the former owners of certain acquired businesses for cleanup costs at certain of these sites, and except as described below, the Company's estimated share in liability (if any) at the offsite facilities is not expected to be material. It is possible that the Company will be named as a potentially responsible party in the future with respect to other sites.
CROWN INDUSTRIES SITE (PIKE COUNTY, PENNSYLVANIA). In March 1992, the Company was informed by the Pennsylvania Department of Environmental Resources ("DER") that its Universal Manufacturing division is one of a number of potentially responsible parties with respect to a planned environmental investigation and cleanup at the Crown Industries site in Pike County, Pennsylvania. The DER has provided a non-binding preliminary allocation of liability in connection with the site that assigned the Company a 30 percent share. The aggregate expense of cleaning up the site is not currently known, but some preliminary indications suggest a range of $5 million to $15 million. To date, the DER has sought reimbursement of approximately $500,000 in the aggregate from the Company and the other potentially responsible parties. The Company has concluded that at least 90 percent of any liability it may incur relating to this site is covered by the indemnification provisions of its environmental agreement with FOL, and FOL has acknowledged such indemnity and is currently defending its own and the Company's interest in this site.
FOL's failure to perform its obligations with respect to the Crown Industries site under the environmental agreement could have a material adverse effect on the Company.
ITEM 2.
ITEM 2. PROPERTIES.
The Company's headquarters and each of its principal facilities for the continuing operations of the Company are listed below, each of which is owned by the Company unless indicated as being leased.
The Company believes its facilities are in satisfactory condition and are adequate for its present operations.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
PENSION MATTERS. Primarily in 1985, the Company entered into agreements with Executive Life Insurance Company ("ELIC") under which ELIC assumed accrued pension obligations under certain defined benefit retirement plans (collectively, the "Plan") pursuant to an annuity purchase agreement. The Plan paid approximately $25.3 million to ELIC under these agreements. In April 1991, the California Insurance Commissioner (the "Commissioner") was named conservator of ELIC and the Los Angeles Superior Court issued orders providing that ELIC would pay 70% of the monthly payments due to the Company's retirees under the ELIC annuity contract.
Under the terms of a plan of rehabilitation, which includes an enhancement agreement between the Commissioner and the National Organization of Life and Health Guaranty Associations ("NOLHGA") to augment the benefits paid to ELIC policyholders, individual annuitants with account values up to $100,000 will receive 100% of their benefits, resulting in the payment by the rehabilitated ELIC and NOLHGA of substantially all of the required payments to the Company's employees who are covered under the ELIC annuities. The rehabilitation plan provides for reimbursement of shortfall payments the Company had been providing from April 1991 to July 1992 and, accordingly, the Company has reflected the anticipated reimbursement in other assets in its consolidated financial statements.
Effective on July 22, 1992, the Company entered into agreements settling all claims with respect to two complaints filed by the Department of Labor and by a labor union against various defendants, including the Company. The settlement agreements required the Company, among other things, to provide back-up insurance coverage in the form of an annuity purchased from an approved insurance company equal to 30% of the obligation to existing retirees. The Company also agreed to purchase additional coverage
in the event payments from third parties to annuitants fall below 70% of the required amount. If annuity benefits under the back-up annuity are not needed to provide full benefit payments to covered annuitants, the proceeds will be remitted to the Company on an annual basis. On July 31, 1992, the Company purchased such an annuity from Metropolitan Life Insurance Company for approximately $9.8 million. Such annuity will only be used for retiree benefits in the event the combined payments by the rehabilitated ELIC and NOLHGA fall below 100% of the required benefits.
The Company does not expect that the above transactions will have a material effect on the Company. However, should ELIC (or its successor) and/or NOLHGA fail to make required annuity payments in the future, such transactions could have a material adverse effect upon the Company.
STOCKHOLDER LITIGATION. Four substantially identical actions were filed in 1993 against the Company and certain of its directors and officers. The four actions were subsequently consolidated in a single amended complaint. The suit purports to be a class action on behalf of purchasers of the Company's common stock from October 22, 1992 through August 6, 1993. The complaint asserts claims under the federal securities laws, and alleges that the Company artificially inflated the price of its common stock during the class period by failing to disclose adverse developments in the Company's business. The complaint does not specify the amount of damages sought.
In July 1994, counsel for the Company defendants and the plaintiffs reached an agreement in principle to settle the litigation. Final approval of the settlement and dismissal of plaintiffs' claims is subject to a hearing following notice to the class and an opportunity for class members to file any objections to the settlement. The Consolidated Statement of Income for the year ended June 30, 1994 reflects a pretax charge of $2.65 million representing estimated costs to the Company including legal fees associated with the settlement.
OTHER LITIGATION. The Company is a party to a number of product liability lawsuits, many of which involve fires allegedly caused by defective ballasts. All of these cases are being defended by the Company's insurers, and management believes that its insurers will bear all legal costs and liability, except for applicable deductibles, and that none of these proceedings individually or in the aggregate will have a material adverse effect on the Company. In addition, the Company is frequently named in asbestos-related lawsuits which do not involve material amounts individually or in the aggregate.
The Company is one of numerous defendants in a suit filed in 1993 by multiple plaintiffs claiming damages for personal injuries allegedly resulting from exposure to emissions allegedly generated by the defendants' manufacturing facilities in or near Brownsville, Texas. The plaintiffs have not specified the damages sought nor the particular emissions they contend implicate the Company. Discovery is ongoing and a trial has been set for May 1995, and the Company intends to defend the litigation vigorously. The Company is not able to estimate the potential exposure or range of exposure.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to the stockholders of the Company during the quarter ended July 3, 1994.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The following table sets forth the high and low sales prices of the Company's Common Stock during each quarter of fiscal 1993 and 1994:
The Company's Common Stock is traded on the New York Stock Exchange under the ticker symbol "MAG." As of the date of this Annual Report, there were approximately 375 record holders of its Common Stock. No cash dividends have been paid on the Common Stock.
The Company has not 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. Under the Company's 1993 bank loan agreement, the Company may not declare or pay any dividend or make any distribution with respect to its capital stock if any event of default exists or would result from such declaration and payment, and the amount of all such distributions may not exceed, in the aggregate, 25% of Net Income (as defined in the bank loan agreement) earned subsequent to June 30, 1993. Under the Indenture relating to the Company's 10-3/4% Senior Subordinated Debentures due 1998, the Company may not declare or pay any dividend or make any distribution with respect to its Common Stock (other than through the issuance of Qualified Capital Stock (as defined in the 10-3/4% Indenture and which includes Common Stock)), unless after giving effect to such dividend or distribution, (i) the Company is in compliance with the covenants contained in the 10-3/4% Indenture and (ii) the aggregate amount of all Restricted Payments (as defined in the 10-3/4% Indenture) declared or made after September 30, 1991 would not exceed (a) 50% of the aggregate Consolidated Net Income (as defined in the 10-3/4% Indenture) of the Company subsequent to September 30, 1991 minus 100% of the amount of any write-downs, write-offs, other negative revaluations and other negative extraordinary charges not otherwise reflected in such Consolidated Net Income, plus (b) the aggregate Net Proceeds (as defined in the 10-3/4% Indenture) to the Company from the sale of Qualified Capital Stock subsequent to September 30, 1991 (excluding any such Net Proceeds from the sale of Qualified Capital Stock by a Company subsidiary and excluding Qualified Capital Stock paid as a dividend on, or issued upon or in exchange for other Capital Stock (as defined in the 10-3/4% Indenture) or as a payment of interest on indebtedness of the Company), plus (c) $25 million.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information called for by Part II, items 5, 6, 7 and 8, except for information regarding the Company's dividend policy and related matters, which is provided in response to Item 5, above, is hereby incorporated by reference to the Financial Statements and the Report of Ernst & Young LLP, Independent Auditors, of the Company's 1994 Annual Report to Stockholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the current executive officers of the Company.
Name Age Position - - ---- --- --------
Andrew G. Galef 61 Chairman of the Board of Directors and Chief Executive Officer Antonio Canova 52 Executive Vice President C. Ore Davis 52 Executive Vice President Brian R. Dundon 48 Executive Vice President Ronald W. Mathewson 57 Executive Vice President David P. Reiland 40 Executive Vice President and Chief Financial Officer John P. Colling, Jr. 38 Vice President and Treasurer Thomas R. Kmak 44 Vice President and Controller Alexander Levran, Ph.D. 44 Vice President, Technology Samuel A. Miley 37 Vice President, General Counsel and Secretary Robert W. Murray 55 Vice President, Communications and Public Relations John E. Steiner 50 Vice President, Strategic Planning and Business Development Dennis L. Hatfield 46 Assistant Vice President, Facilities and Environmental Affairs
Mr. Galef has been the Chairman of the Board of Directors of the Company since July 1984 and became Chief Executive Officer in September 1993. He also is the Chairman of the Nominating Committee. He has been President of The Spectrum Group, Inc. ("Spectrum"), a private investment and management firm, since its incorporation in California in 1978 and Chairman and Chief Executive Officer since 1987. Prior to the formation of Spectrum, Mr. Galef was engaged in providing professional interim management services to companies with serious operating and financial problems. Mr. Galef is presently a director of Warnaco, Inc., a diversified apparel manufacturer, and its parent, The Warnaco Group, Inc., and a director of Petco Animal Supplies, Inc., a company operating specialty pet food and supply stores, and was formerly Chairman of Aviall, Inc., a company providing aircraft engine refurbishment and related products and services, and Exide Corporation, a manufacturer of automotive and industrial batteries. Mr. Galef was the Chairman of GranTree Corporation when, during the 1990 fiscal year, it filed a voluntary petition for reorganization under Federal bankruptcy law. Mr. Galef also serves as chairman or a director of other privately held companies.
Mr. Canova has been Executive Vice President of the Company since October 1993 and has served as managing director of MagneTek S.p.A. in Italy since March 1991. He held the same position with Plessey S.p.A. from 1988 until March 1991 when Plessey S.p.A. was acquired by the Company. From 1969 to 1988, Mr. Canova served as general manager of Plessey S.p.A.
Mr. Davis has been Executive Vice President since July 1993 and served as Senior Vice President and Chief Administrative Officer from July 1989 until July 1993. He joined the Company in May 1987 as Senior Vice President, Human Resources. From August 1974 until April 1987 he held various positions with Santa Fe Southern Pacific Corporation, a transportation, natural resources and real estate company, most recently as Vice President, Human Resources.
Mr. Dundon has been Executive Vice President since July 1993 and served as Executive Vice President of the Company's Motors and Controls business from November 1986 when Century Electric, Inc. was acquired by the Company until July 1993. Prior to the acquisition Mr. Dundon had been with Century Electric since 1971, serving in various capacities.
Mr. Mathewson joined the Company in June 1994 as Executive Vice President. For more than five years prior to joining the Company, Mr. Mathewson served in various executive officer positions with Manville Corporation, a diversified holding company, and its subsidiary Schuller International, a fiberglass manufacturing company. Prior to that Mr. Mathewson was with General Electric for twenty-seven years, including six years in general management positions in its lamp business.
Mr. Reiland has been Executive Vice President since July 1993 and Chief Financial Officer of the Company since July 1988. Mr. Reiland was also a Senior Vice President of the Company from July 1989 until July 1993. He has been Controller of the Company since August 1986 and was Vice President, Finance from July 1987 to July 1989. Prior to joining the Company, Mr. Reiland was an Audit Manager with Arthur Andersen & Co. where he served in various capacities since 1980.
Mr. Colling has been Vice President of the Company since July 1990, Treasurer of the Company since June 1989 and was assistant treasurer of the Company from July 1987 to June 1989. Prior to that, Mr. Colling was the assistant treasurer of Century Electric, where he served in various capacities since August 1981.
Mr. Kmak has been Vice President and Operations Controller since October 1993. Mr. Kmak was the vice president, finance of the Company's Motors and Controls business from November 1986 when Century Electric was acquired by the Company until July 1992 and served as vice president, operational finance of the Company's Motors and Controls business from July 1992 until October 1993. Prior to the acquisition Mr. Kmak had been with Century Electric since 1976, serving in various capacities.
Dr. Levran joined the Company in July 1993 as Vice President, Technology. From 1991 to June 1993, Dr. Levran was employed by EPE Technologies, Inc., a subsidiary of Groupe Schneider, as Vice President of Engineering and Technology with worldwide engineering responsibilities. From 1981 to 1991, he held various engineering management positions with Teledyne Inet, a subsidiary of Teledyne, Inc., most recently as Vice President of Engineering. Dr. Levran received his Ph.D. in electrical engineering from the Polytechnic Institute of New York in 1981.
Mr. Miley joined the Company in February 1990 as Vice President, General Counsel and Secretary. Prior to that time, he was an attorney with the law firms of Sheppard, Mullin, Richter & Hampton in Los Angeles, California (March 1986 to January 1990) and Sidley & Austin in Chicago, Illinois (May 1982 to March 1986).
Mr. Murray joined the Company in April 1987 and currently serves as the Vice President, Communications and Public Relations. From 1976 until April 1987 he held various positions with Whittaker Corporation, a diversified aerospace manufacturing company, most recently as Vice President, Corporate Communications.
Mr. Steiner joined the Company in September 1987 and since July 1994 has been the Vice President, Strategic Planning and Business Development. He has also served as vice president of the Company's Drives and Magnetics business since November 1993, as vice president and general manager of the Company's Drive Systems business from October 1990 to November 1993 and as vice president, marketing of the Company's Systems and Technology business from September 1987 to October 1990. Prior to joining the Company in 1987, Mr. Steiner had been with Westinghouse Electric Corporation, an electrical products manufacturing company, where he served in various capacities since 1967.
Mr. Hatfield joined the Company in August 1992 as Assistant Vice President, Facilities and Environmental Affairs. Prior to that he was a principal in the industrial environmental consulting firms of Patterson Schafer, Inc. (February 1989 to December 1990) and Schafer Environmental Associates, Inc. (March 1991 to July 1992). From July 1985 to February 1989, Mr. Hatfield served as Director of Environmental Affairs of the Specialty Chemicals Group at Morton Thiokol, Inc.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for by Part III, Items 10, 11, 12 and 13, is hereby incorporated by reference to the Company's definitive Proxy Statement to be mailed to Stockholders in October, 1994, except for information regarding the Executive Officers of the Company, which is provided in response to Item 10, above.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Index to Consolidated Financial Statements, Consolidated Financial Statement Schedules and Exhibits:
Annual Report To Form 10-K Stockholders Page Page --------- ------------
1. Consolidated Financial Statements
Consolidated Statements of Income for 13 Years Ended June 30, 1994, 1993 and 1992
Consolidated Balance Sheets at June 30, 14 1994 and 1993
Consolidated Statements of Stockholders' 16 Equity for Years ended June 30, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for 17 Years Ended June 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements 18
Report of Ernst & Young LLP, Independent 32 Auditors
2. Consolidated Financial Statement Schedules V -- Property, Plant and Equipment
VI -- Accumulated Depreciation and Amortization of Property, Plant and Equipment
VIII -- Valuation and Qualifying Accounts
All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and related notes.
3. Exhibit Index E-1 - E-7
The following exhibits are filed as part of this Annual Report Form 10-K, or are incorporated herein by reference. Where an exhibit is incorporated by reference, the number which precedes the description of the exhibit indicates the documents to which the cross-reference is made.
SEQUENTIALLY EXHIBIT NUMBERED NUMBERS DESCRIPTION OF EXHIBIT PAGE - - ------- ---------------------- ------------
3.1 (1) Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on November 21, 1989.
3.2 (1) By-laws of the Company, as amended and restated.
3.3 (2) Amendment to By-laws of the Company.
4.1 (3) Indenture between MagneTek, Inc. 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.
4.2 (4) Form of Indenture between MagneTek, Inc. and Union Bank, as Trustee, dated as of November 15, 1991 for $125,000,000 Senior Subordinated Debentures Due 1998 including form of Debenture.
4.3 (5) Specimen Common Stock Certificate.
4.4 (6) Form of Indemnification and Release Agreements entered into between the Company, MagTek Partners and Champlain Associates as of January 30, 1991.
10.1 (7) Registration Rights Agreement dated as of April 29, 1991 among the Company, Andrew G. Galef, Frank Perna, Jr. and the other entities named therein.
10.2 (8) Executive Management Agreement dated as of July 1, 1994, by and between the Company and The Spectrum Group, Inc.
10.3 (9) Lease on Mendenhall, Mississippi facility of Universal Manufacturing.
10.4 (9) Lease on Gallman, Mississippi facility of Universal Manufacturing.
10.5 (9) Lease on Bridgeport, Connecticut facility of Universal Manufacturing.
10.6 (10) Lease on McMinnville, Tennessee facility of Century Electric.
10.7 (11) Security Agreement dated March 1, 1993 between the Industrial Development Board of the City of Huntsville (the "Huntsville IDB") and the Company ("Huntsville Security Agreement.")
10.8 (11) Equipment Lease Agreement of even date with the Huntsville Security Agreement among the parties thereto.
10.9 (9) Environmental Agreement among the Company, Universal Manufacturing Corporation and Farley Northwest Industries, Inc., as amended.
10.10 (9) Letter Agreement dated as of January 9, 1986, between the Company and Farley Northwest Industries, Inc., pursuant to Stock Purchase Agreement.
10.11 (9) Tax Agreement dated as of February 12, 1986, between the Company and Farley Northwest Industries, Inc.
10.12 (9) Agreement dated as of January 9, 1986, between the Company and Farley/Northwest Industries, Inc. relating to the Totowa facility.
10.13 (12) 1987 Stock Option Plan of MagneTek, Inc. ("1987 Plan").
10.14 (7) Amendments No. 1 and 2 to 1987 Plan.
10.15 (13) Amendments No. 3 and 4 to 1987 Plan.
10.16 (14) Amended and Restated Incentive Stock Compensation Plan of MagneTek, Inc. (the "1989 Plan"), including Amendment No. 1 thereto.
10.17 (15) Standard Terms and Conditions Relating to Non-Qualified Stock Options, revised as of October 23, 1991, pertaining to the 1987 Plan and the 1989 Plan.
10.18 (13) Amendment No. 2 to 1989 Plan.
10.19 (12) Senior Executive Medical Expense Reimbursement Plan for the Company.
10.20 (16) Stock Purchase Agreement dated as of January 9, 1986, between the Company and Farley/Northwest Industries, Inc., with list of omitted exhibits and schedules.
10.21 (16) Stock Purchase Agreement dated as of June 20, 1986, between the Company and Better Coil and Transformer Corporation, with list of omitted exhibits.
10.22 (17) Purchase Agreement dated as of October 22, 1986, by and among the Company, Century and certain Securityholders.
10.23 (18) Purchase Agreement dated as of December 15, 1986, between the Company and all the remaining Securityholders of Century.
10.24 (18) Asset Purchase Agreement dated as of December 30, 1986, between the Company and Universal Electric.
10.25 (18) Agreement for the Sale of Stock dated as of December 30, 1986, between the Company and Cooper.
10.26 (19) Stock Purchase dated as of July 2, 1987, by and between the Company, ALS, General Power Corporation (Delaware), ALS Electronics Corporation and the Selling Securityholders.
10.27 (19) Stock Purchase Agreement dated as of July 2, 1987, by and between Mr. John W. Morse, ALS and General Power Corporation (California).
10.28 (20) Lease of St. Louis, Missouri administration, marketing and engineering personnel facility dated January 1, 1988.
10.29 (20) Lease of Matamoros, Mexico fluorescent ballast manufacturing facility dated January 1, 1988.
10.30 (21) Lease and Agreement between the City of Blytheville, Arkansas and the Company, dated as of November 1, 1988.
10.31 (7) First Supplemental Lease and Agreement between City of Blytheville, Arkansas and the Company dated as of December 1, 1989, for the Blytheville, Arkansas facility.
10.32 (22) Lease of facility in New Berlin, Wisconsin.
10.33 (7) Third Modification of Lease dated as of December 31, 1990, for the New Berlin, Wisconsin facility.
10.34 (23) Fourth Modification of Lease dated as of February 12, 1993 for the New Berlin, Wisconsin facility.
10.35 (5) Registration Rights and Stockholders Holdback Agreement dated as of June 12, 1989, by and among the Company and the other parties named therein.
10.36 (11) Loan Agreement dated as of April 28, 1993 among MagneTek, Inc., the Banks named therein, Bank of America N.T. and S.A. as Arranging Agent and Continental Bank N.A. as Administrative Agent ("Bank Agreement").
10.37 (11) Instructions and Consent dated as of April 28, 1993 by and among the Majority Lenders under the Credit Agreement to and for the benefit of the Lenders' Agent, Bankers Trust Company as Collateral Agent under the Intercreditor Agreement and Continental Bank N.A. as successor Collateral Agent by virtue of the Assignment.
10.38 (11) Assignment, Assumption and Acknowledgment dated as of April 28, 1993 by and among Bankers Trust Company as Collateral Agent under the Intercreditor Agreement, Bankers Trust Company as Agent for itself and other lenders party to the Old Loan Agreement, the holders of the Senior Notes, Continental Bank N.A., the Pledgors and the Guarantors ("Bank Agreement").
10.39 (23) Amendments One through Six to Bank Agreement.
10.40 (24) Loan Agreement dated July 21, 1992 among MagneTek Europe N.V. and Dresdner Bank A.G., et al.
10.41 (25) Senior Note Purchase Agreement (without exhibits) dated as of June 30, 1989, by and among the Company and the Purchasers listed therein ("Senior Note Agreement").
10.42 (7) First, Second and Third Amendments to Senior Note Agreement.
10.43 (15) Fourth Amendment to Senior Note Agreement.
10.44 (13) Fifth and Sixth Amendments to Senior Note Agreement.
10.45 (23) Seventh Amendment to Senior Note Agreement and Addendum thereto.
10.46 (26) Amendment to Equipment Lease Agreement dated as of August 1, 1993 between The Industrial Development Board of the City of Huntsville (the "Huntsville IDB") and the Company.
10.47 (26) First Supplemental Security Agreement dated as of August 1, 1993 by and between the Huntsville IDB and The CIT Group/Equipment Financing, Inc. ("CIT").
10.48 (26) Second Amendment to Equipment Lease Agreement dated as of October 1, 1993 between the Huntsville IDB and the Company.
10.49 (26) Second Supplemental Security Agreement dated as of October 1, 1993 by and between the Huntsville IDB and CIT.
10.50 (23) Lease on Nashville, Tennessee headquarters facility dated August, 1994.
10.51 (23) First Amendment dated August 28, 1991 and Second Amendment dated February 5, 1993 to Lease on Lavergne, Tennessee facility.
10.52 (27) Stock Purchase Agreement dated as of December 22, 1989, by and among ABB Electric, Inc., the Company and ABB Power Transmission, Inc.
10.53 (27) License Agreement by and between ABB Transformers ABB and MagneTek Electric, Inc.
10.54 (7) 1991 Director Incentive Compensation Plan of the Company.
10.55 (8) First Amendment to the 1991 Director Incentive Compensation Plan of the Company.
10.56 (13) 1991 Discretionary Director Incentive Compensation Plan of the Company.
10.57 (27) Lease Agreement dated as of November 1, 1988 between the Huntsville IDB and Burnett-Nickelson Investments ("Lease Agreement") as to which the Registrant succeeded to the lessee's obligations.
10.58 (28) First, Second and Third Amendments to Lease Agreement.
10.59 (23) Fourth Amendment to Lease Agreement.
10.60 (28) Indenture dated as of November 1, 1988 relating to First Mortgage Industrial Revenue Bonds (Burnett-Nickelson Project Series 1988) between Huntsville IDB and First Alabama Bank, as Trustee, relating to the Huntsville facility (the "Indenture").
10.61 (28) First, Second and Third Supplemental Indentures to the Indenture.
10.62 (23) Fourth Supplemental Indenture to the Indenture.
10.63 (28) Bond Guaranty Agreement between MagneTek, Inc., as Guarantor and First Alabama Bank dated as of February 1, 1993 relating to the lease (see Item 10.72).
10.64 (26) Severance and General Release Agreement between the Company and Frank Perna, Jr. dated as of October 27, 1993.
10.65 (26) Severance and General Release Agreement between the Company and John R. Scherzi dated as of July 30, 1993.
10.66 (23) Restricted Stock Agreement pursuant to 1989 Plan entered into between Ronald W. Mathewson and the Company as of July 27, 1994.
10.67 (25) Lease on Lavergne, Tennessee facility.
13 (23) 1994 Annual Report to Stockholders (pp. 8-32).
22 (13) Subsidiaries of the Company, as revised.
23 (23) Consent of Ernst & Young LLP, independent auditors.
27 (23) Financial Data Schedule.
____________________ (1) Previously filed with the Registration Statement on Form S-3 filed on August 1, 1991, Commission File No. 33-41854.
(2) Previously filed with Form 8-K dated October 27, 1993.
(3) Previously filed with Form 10-Q for quarter ended September 30, 1991.
(4) Previously filed with Amendment No. 1 to Registration Statement filed on November 8, 1991, Commission File NO. 43-43856.
(5) Previously filed with Amendment No. 1 to Registration Statement filed on May 10, 1989.
(6) Previously filed with Form 8-K dated January 30, 1991.
(7) Previously filed with Form 10-K for Fiscal Year ended June 30, 1991.
(8) Previously filed with Form 10-Q for quarter ended March 31, 1994.
(9) Previously filed with Amendment No. 1 to Registration Statement filed on February 14, 1986.
(10) Previously filed with Post-Effective Amendment No. 1 to Registration Statement, filed on August 3, 1987.
(11) Previously filed with Form 10-Q for quarter ended March 31, 1993.
(12) Previously filed with Form 10-K for Fiscal Year ended June 30, 1987.
(13) Previously filed with Form 10-K for Fiscal Year ended June 30, 1992.
(14) Previously filed with Form S-8 Registration Statement filed on December 13, 1991.
(15) Previously filed with Form 10-Q for quarter ended December 31, 1991.
(16) Previously filed with Form 10-K for Fiscal Year ended June 30, 1986.
(17) Previously filed with Form 10-Q for quarter ended September 30, 1986.
(18) Previously filed with Form 8-K dated December 30, 1986.
(19) Previously filed with Form 8-K dated July 20, 1987.
(20) Previously filed with Form 10-K for Fiscal Year ended July 3, 1988.
(21) Previously filed with the Registration Statement filed on April 18,1989.
(22) Previously filed with the Registration Statement filed on May 3, 1985.
(23) Filed herewith.
(24) Previously filed with Form 10-Q for quarter ended September 30, 1992.
(25) Previously filed with Form 10-K for Fiscal Year ended July 2, 1989.
(26) Previously filed with Form 10-Q for quarter ended September 30, 1993.
(27) Previously filed with Form 8-K dated January 5, 1990.
(28) Previously filed with Form 10-K for fiscal year ended June 27, 1993.
(b) Reports on Form 8-K:
The Company filed no Reports on Form 8-K during the last quarter of the 1994 fiscal year.
(c) Refer to (a) 3 above.
(d) Refer to (a) 2 above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles, State of California, on the 14th day of October, 1994.
MagneTek, Inc. (Registrant)
/s/ ANDREW G. GALEF ---------------------------------------- Andrew G. Galef Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ----
/s/ ANDREW G. GALEF Chairman of the Board, October 14, 1994 - - ---------------------------- Chief Executive Officer and Andrew G. Galef Director (Principal Executive Officer)
/s/ DAVID P. REILAND Chief Financial Officer October 14, 1994 - - ---------------------------- (Principal Financial and David P. Reiland Accounting Officer)
/s/ CHARLES H. DEAN, JR. Director October 14, 1994 - - ---------------------------- Charles H. Dean, Jr.
/s/ PAUL J. KOFMEHL Director October 14, 1994 - - ---------------------------- Paul J. Kofmehl
/s/ A. CARL KOTCHIAN Director October 14, 1994 - - ---------------------------- A. Carl Kotchian
/s/ CROCKER NEVIN Director October 14, 1994 - - ---------------------------- Crocker Nevin
Director October 14, 1994 - - ---------------------------- Frank Perna, Jr.
/s/ KENNETH A. RUCK Director October 14, 1994 - - ---------------------------- Kenneth A. Ruck
Schedule V
MAGNETEK, INC.
PROPERTY, PLANT AND EQUIPMENT
Years ended June 30, 1992, 1993 and 1994
(Amounts in thousands)
Schedule VI
MAGNETEK, INC.
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Years ended June 30, 1992, 1993 and 1994
(Amounts in thousands)
Schedule VIII
MAGNETEK, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years ended June 30, 1992, 1993 and 1994
(Amounts in thousands)
LC942340.064
EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report Form 10-K, or are incorporated herein by reference. Where an exhibit is incorporated by reference, the number which precedes the description of the exhibit indicates the documents to which the cross-reference is made.
SEQUENTIALLY EXHIBIT NUMBERED NUMBERS DESCRIPTION OF EXHIBIT PAGE - - ------- ---------------------- ------------
3.1 (1) Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on November 21, 1989.
3.2 (1) By-laws of the Company, as amended and restated.
3.3 (2) Amendment to By-laws of the Company.
4.1 (3) Indenture between MagneTek, Inc. 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.
4.2 (4) Form of Indenture between MagneTek, Inc. and Union Bank, as Trustee, dated as of November 15, 1991 for $125,000,000 Senior Subordinated Debentures Due 1998 including form of Debenture.
4.3 (5) Specimen Common Stock Certificate.
4.4 (6) Form of Indemnification and Release Agreements entered into between the Company, MagTek Partners and Champlain Associates as of January 30, 1991.
10.1 (7) Registration Rights Agreement dated as of April 29, 1991 among the Company, Andrew G. Galef, Frank Perna, Jr. and the other entities named therein.
10.2 (8) Executive Management Agreement dated as of July 1, 1994, by and between the Company and The Spectrum Group, Inc.
10.3 (9) Lease on Mendenhall, Mississippi facility of Universal Manufacturing.
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10.4 (9) Lease on Gallman, Mississippi facility of Universal Manufacturing.
10.5 (9) Lease on Bridgeport, Connecticut facility of Universal Manufacturing.
10.6 (10) Lease on McMinnville, Tennessee facility of Century Electric.
10.7 (11) Security Agreement dated March 1, 1993 between the Industrial Development Board of the City of Huntsville (the "Huntsville IDB") and the Company ("Huntsville Security Agreement.")
10.8 (11) Equipment Lease Agreement of even date with the Huntsville Security Agreement among the parties thereto.
10.9 (9) Environmental Agreement among the Company, Universal Manufacturing Corporation and Farley Northwest Industries, Inc., as amended.
10.10 (9) Letter Agreement dated as of January 9, 1986, between the Company and Farley Northwest Industries, Inc., pursuant to Stock Purchase Agreement.
10.11 (9) Tax Agreement dated as of February 12, 1986, between the Company and Farley Northwest Industries, Inc.
10.12 (9) Agreement dated as of January 9, 1986, between the Company and Farley/Northwest Industries, Inc. relating to the Totowa facility.
10.13 (12) 1987 Stock Option Plan of MagneTek, Inc. ("1987 Plan").
10.14 (7) Amendments No. 1 and 2 to 1987 Plan.
10.15 (13) Amendments No. 3 and 4 to 1987 Plan.
10.16 (14) Amended and Restated Incentive Stock Compensation Plan of MagneTek, Inc. (the "1989 Plan"), including Amendment No. 1 thereto.
10.17 (15) Standard Terms and Conditions Relating to Non-Qualified Stock Options, revised as of October 23, 1991, pertaining to the 1987 Plan and the 1989 Plan.
10.18 (13) Amendment No. 2 to 1989 Plan.
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10.19 (12) Senior Executive Medical Expense Reimbursement Plan for the Company.
10.20 (16) Stock Purchase Agreement dated as of January 9, 1986, between the Company and Farley/Northwest Industries, Inc., with list of omitted exhibits and schedules.
10.21 (16) Stock Purchase Agreement dated as of June 20, 1986, between the Company and Better Coil and Transformer Corporation, with list of omitted exhibits.
10.22 (17) Purchase Agreement dated as of October 22, 1986, by and among the Company, Century and certain Securityholders.
10.23 (18) Purchase Agreement dated as of December 15, 1986, between the Company and all the remaining Securityholders of Century.
10.24 (18) Asset Purchase Agreement dated as of December 30, 1986, between the Company and Universal Electric.
10.25 (18) Agreement for the Sale of Stock dated as of December 30, 1986, between the Company and Cooper.
10.26 (19) Stock Purchase dated as of July 2, 1987, by and between the Company, ALS, General Power Corporation (Delaware), ALS Electronics Corporation and the Selling Securityholders.
10.27 (19) Stock Purchase Agreement dated as of July 2, 1987, by and between Mr. John W. Morse, ALS and General Power Corporation (California).
10.28 (20) Lease of St. Louis, Missouri administration, marketing and engineering personnel facility dated January 1, 1988.
10.29 (20) Lease of Matamoros, Mexico fluorescent ballast manufacturing facility dated January 1, 1988.
10.30 (21) Lease and Agreement between the City of Blytheville, Arkansas and the Company, dated as of November 1, 1988.
10.31 (7) First Supplemental Lease and Agreement between City of Blytheville, Arkansas and the Company dated as of December 1, 1989, for the Blytheville, Arkansas facility.
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10.32 (22) Lease of facility in New Berlin, Wisconsin.
10.33 (7) Third Modification of Lease dated as of December 31, 1990, for the New Berlin, Wisconsin facility.
10.34 (23) Fourth Modification of Lease dated as of February 12, 1993 for the New Berlin, Wisconsin facility.
10.35 (5) Registration Rights and Stockholders Holdback Agreement dated as of June 12, 1989, by and among the Company and the other parties named therein.
10.36 (11) Loan Agreement dated as of April 28, 1993 among MagneTek, Inc., the Banks named therein, Bank of America N.T. and S.A. as Arranging Agent and Continental Bank N.A. as Administrative Agent ("Bank Agreement").
10.37 (11) Instructions and Consent dated as of April 28, 1993 by and among the Majority Lenders under the Credit Agreement to and for the benefit of the Lenders' Agent, Bankers Trust Company as Collateral Agent under the Intercreditor Agreement and Continental Bank N.A. as successor Collateral Agent by virtue of the Assignment.
10.38 (11) Assignment, Assumption and Acknowledgment dated as of April 28, 1993 by and among Bankers Trust Company as Collateral Agent under the Intercreditor Agreement, Bankers Trust Company as Agent for itself and other lenders party to the Old Loan Agreement, the holders of the Senior Notes, Continental Bank N.A., the Pledgors and the Guarantors ("Bank Agreement").
10.39 (23) Amendments One through Six to Bank Agreement.
10.40 (24) Loan Agreement dated July 21, 1992 among MagneTek Europe N.V. and Dresdner Bank A.G., et al.
10.41 (25) Senior Note Purchase Agreement (without exhibits) dated as of June 30, 1989, by and among the Company and the Purchasers listed therein ("Senior Note Agreement").
10.42 (7) First, Second and Third Amendments to Senior Note Agreement.
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10.43 (15) Fourth Amendment to Senior Note Agreement.
10.44 (13) Fifth and Sixth Amendments to Senior Note Agreement.
10.45 (23) Seventh Amendment to Senior Note Agreement and Addendum thereto.
10.46 (26) Amendment to Equipment Lease Agreement dated as of August 1, 1993 between The Industrial Development Board of the City of Huntsville (the "Huntsville IDB") and the Company.
10.47 (26) First Supplemental Security Agreement dated as of August 1, 1993 by and between the Huntsville IDB and The CIT Group/Equipment Financing, Inc. ("CIT").
10.48 (26) Second Amendment to Equipment Lease Agreement dated as of October 1, 1993 between the Huntsville IDB and the Company.
10.49 (26) Second Supplemental Security Agreement dated as of October 1, 1993 by and between the Huntsville IDB and CIT.
10.50 (23) Lease on Nashville, Tennessee headquarters facility dated August, 1994.
10.51 (23) First Amendment dated August 28, 1991 and Second Amendment dated February 5, 1993 to Lease on Lavergne, Tennessee facility.
10.52 (27) Stock Purchase Agreement dated as of December 22, 1989, by and among ABB Electric, Inc., the Company and ABB Power Transmission, Inc.
10.53 (27) License Agreement by and between ABB Transformers ABB and MagneTek Electric, Inc.
10.54 (7) 1991 Director Incentive Compensation Plan of the Company.
10.55 (8) First Amendment to the 1991 Director Incentive Compensation Plan of the Company.
10.56 (13) 1991 Discretionary Director Incentive Compensation Plan of the Company.
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10.57 (27) Lease Agreement dated as of November 1, 1988 between the Huntsville IDB and Burnett- Nickelson Investments ("Lease Agreement") as to which the Registrant succeeded to the lessee's obligations.
10.58 (28) First, Second and Third Amendments to Lease Agreement.
10.59 (23) Fourth Amendment to Lease Agreement.
10.60 (28) Indenture dated as of November 1, 1988 relating to First Mortgage Industrial Revenue Bonds (Burnett-Nickelson Project Series 1988) between Huntsville IDB and First Alabama Bank, as Trustee, relating to the Huntsville facility (the "Indenture").
10.61 (28) First, Second and Third Supplemental Indentures to the Indenture.
10.62 (23) Fourth Supplemental Indenture to the Indenture.
10.63 (28) Bond Guaranty Agreement between MagneTek, Inc., as Guarantor and First Alabama Bank dated as of February 1, 1993 relating to the lease (see Item 10.72).
10.64 (26) Severance and General Release Agreement between the Company and Frank Perna, Jr. dated as of October 27, 1993.
10.65 (26) Severance and General Release Agreement between the Company and John R. Scherzi dated as of July 30, 1993.
10.66 (23) Restricted Stock Agreement pursuant to 1989 Plan entered into between Ronald W. Mathewson and the Company as of July 27, 1994.
10.67 (25) Lease on Lavergne, Tennessee facility.
13 (23) 1994 Annual Report to Stockholders (pp. 8-32).
22 (13) Subsidiaries of the Company, as revised.
23 (23) Consent of Ernst & Young LLP, independent auditors.
27 (23) Financial Data Schedule.
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___________________
(1) Previously filed with the Registration Statement on Form S-3 filed on August 1, 1991, Commission File No. 33-41854.
(2) Previously filed with Form 8-K dated October 27, 1993.
(3) Previously filed with Form 10-Q for quarter ended September 30, 1991.
(4) Previously filed with Amendment No. 1 to Registration Statement filed on November 8, 1991, Commission File NO. 43-43856.
(5) Previously filed with Amendment No. 1 to Registration Statement filed on May 10, 1989.
(6) Previously filed with Form 8-K dated January 30, 1991.
(7) Previously filed with Form 10-K for Fiscal Year ended June 30, 1991.
(8) Previously filed with Form 10-Q for quarter ended March 31, 1994.
(9) Previously filed with Amendment No. 1 to Registration Statement filed on February 14, 1986.
(10) Previously filed with Post-Effective Amendment No. 1 to Registration Statement, filed on August 3, 1987.
(11) Previously filed with Form 10-Q for quarter ended March 31, 1993.
(12) Previously filed with Form 10-K for Fiscal Year ended June 30, 1987.
(13) Previously filed with Form 10-K for Fiscal Year ended June 30, 1992.
(14) Previously filed with Form S-8 Registration Statement filed on December 13, 1991.
(15) Previously filed with Form 10-Q for quarter ended December 31, 1991.
(16) Previously filed with Form 10-K for Fiscal Year ended June 30, 1986.
(17) Previously filed with Form 10-Q for quarter ended September 30, 1986.
(18) Previously filed with Form 8-K dated December 30, 1986.
(19) Previously filed with Form 8-K dated July 20, 1987.
(20) Previously filed with Form 10-K for Fiscal Year ended July 3, 1988.
(21) Previously filed with the Registration Statement filed on April 18,1989.
(22) Previously filed with the Registration Statement filed on May 3, 1985.
(23) Filed herewith.
(24) Previously filed with Form 10-Q for quarter ended September 30, 1992.
(25) Previously filed with Form 10-K for Fiscal Year ended July 2, 1989.
(26) Previously filed with Form 10-Q for quarter ended September 30, 1993.
(27) Previously filed with Form 8-K dated January 5, 1990.
(28) Previously filed with Form 10-K for fiscal year ended June 27, 1993.
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