-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LBXgpcV+D3IGbJBG6ptnRj68+rnaJdHnxt90EJ1djkPJw7brIS6iILfdBSZ1Ik4a wSqAhwOI9KB7VP/zqqnAJQ== 0000073568-98-000018.txt : 19980518 0000073568-98-000018.hdr.sgml : 19980518 ACCESSION NUMBER: 0000073568-98-000018 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980515 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK INDUSTRIES INC CENTRAL INDEX KEY: 0000073568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 361569000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-50093 FILM NUMBER: 98624578 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: BAY COLONY CORP CENTER CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178900400 MAIL ADDRESS: STREET 1: BAY COLONY CORPORATE CENTER STREET 2: 1000 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: OAK ELECTRONETICS CORP DATE OF NAME CHANGE: 19720827 424B3 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) (To Prospectus dated May 6, 1998) Registration No. 333-50093 OAK INDUSTRIES INC. $100,000,000 Principal Amount of 4 7/8% Convertible Subordinated Notes due 2008 (Interest payable March 1 and September 1) 2,586,900 Shares of Common Stock ------------------------------------------ This document supplements the Prospectus dated May 6, 1998 relating to (i) $100,000,000 aggregate principal amount of 4 7/8% Convertible Subordinated Notes due 2008 (the "Notes") of Oak Industries Inc., a Delaware corporation (the "Company"), and (ii) 2,586,900 shares of common stock, par value $.01 per share, (the "Common Stock") of the Company which are initially issuable upon conversion of the Notes plus such additional indeterminate number of shares of Common Stock as may become issuable upon conversion of the Notes as a result of adjustments to the conversion price (the "Shares"). The Notes and the Shares are being offered for the account of the holders thereof. The Notes were initially acquired from the Company by Donaldson, Lufkin and Jenrette Securities Corporation, Lehman Brothers and Cowen and Company in February 1998 in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus Supplement is incorporated by reference into the Prospectus, and all terms used herein shall have the meaning assigned to them in the Prospectus. The Common Stock of the Company is traded under the symbol "OAK." ------------------------------------------ SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ------------------------------------------ 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. ------------------------------------------ The date of this Prospectus Supplement is May 15, 1998. The following table sets forth (i) the name of each Selling Securityholder and position, office or other material relationship, if any, with the Company within the past three years, (ii) the amount of Notes owned by each Selling Securityholder named herein as of the most recent date for which the Company obtained such information from such Selling Securityholder, (iii) the maximum amount of Notes which may be offered for the account of such Selling Securityholder under the Prospectus, (iv) the amount of Common Stock owned by each Selling Securityholder as of the most recent date for which the Company obtained such information from the respective Selling Securityholder, and (v) the number of Shares which may be offered for the account of such Selling Securityholder under the Prospectus.
Name of Selling Principal Principal Shares Securityholder Amount of Amount of Note Shares Offered Notes Owned Offered Hereby Owned(1)(2) Hereby(2)(3) - --------------- ----------- --------------- ----------- ------------ Mainstay Convertible $2,000,000 $2,000,000 51,738 51,738 Fund The Northwestern $2,000,000 $2,000,000 51,738 51,738 Mutual Life Insurance Company(4) Fire and Casualty $1,500,000 $1,500,000 38,803 38,803 Company of Connecticut Massachusetts Mutual $750,000 $750,000 19,401 19,401 Life Insurance Company MassMutual Corporate $500,000 $500,000 12,934 12,934 Value Partners Limited MassMutual High Yield $500,000 $500,000 12,934 12,934 Partners LLC MassMutual Corporate $150,000 $150,000 3,880 3,880 Investors MassMutual $100,000 $100,000 2,586 2,586 Participation Investors Deeprock and Co. $2,200,000 $2,200,000 56,911 56,911 - ----------------------- (1) Includes the Shares into which the Notes held by such Selling Securityholder are convertible at the Conversion Price (as defined in the Prospectus). (2) The Conversion Price and the number of Shares issuable upon conversion of the Notes are subject to adjustment under certain circumstances. See "Description of Notes -- Conversion Rights." Accordingly, the number of Shares issuable upon conversion of the Notes may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the Notes; rather, cash will be paid in lieu of fractional shares, if any. (3) Assumes that the full amount of Notes held by the Selling Securityholder are converted into Shares at the Conversion Price and offered by such Shares by such Selling Securityholder pursuant to the Prospectus. (4) In the ordinary course of business, Northwestern Mutual Investment Services, Inc., Robert W. Baird and Co. Incorporated, Baird/Mark Capital Group, and MGIC Mortgage Securities Corporation, each of which is a broker- dealer and affiliated with The Northwestern Mutual Life Insurance Company, may, from time to time, have acquired or disposed of, or may in the future acquire or dispose of, securities of Oak Industries Inc. or its affiliates, for such broker-dealers' own accounts or for the accounts of others. Other affiliates of The Northwestern Mutual Life Insurance Company may, in the ordinary course of business, effect transactions in the securities of Oak Industries Inc. or its affiliates. Only security holdings of The Northwestern Mutual Life Insurance Company are reflected in the Prospectus. The Northwestern Mutual Life Insurance Company and its affiliates may, in the ordinary course of business, take part in transactions involving the real property of Oak Industries Inc. or its affiliates. In disclosing the foregoing information, The Northwestern Mutual Life Insurance Company does not concede that such information necessarily constitutes material relationships under 17 C.F.R. 229.507 that must be disclosed in the Prospectus.
Because the Selling Securityholders may, pursuant to the Prospectus, offer all or some portion of the Notes and Shares they presently hold or, with respect to Shares, have the right to acquire upon conversion of such Notes, no estimate can be given as to the amount or percentage of the Notes and Shares that will be held by the Selling Securityholders upon termination of any such sales. In addition, the Selling Securityholders identified above may have sold, transferred or otherwise disposed of all or a portion of their Notes and Shares since the date on which they provided the information regarding their Notes and Shares, in transactions exempt from the registration requirements of the Securities Act. See "Plan of Distribution." The Selling Securityholders may sell all, part or none of the Notes or Shares listed above. The Company may from time to time include additional Selling Securityholders and information about such Selling Securityholders' plans of distribution in future supplements to the Prospectus. -1-
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