0001140361-15-034231.txt : 20150902
0001140361-15-034231.hdr.sgml : 20150902
20150902171514
ACCESSION NUMBER: 0001140361-15-034231
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150902
FILED AS OF DATE: 20150902
DATE AS OF CHANGE: 20150902
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MAGNETEK, INC.
CENTRAL INDEX KEY: 0000751085
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
IRS NUMBER: 953917584
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0103
BUSINESS ADDRESS:
STREET 1: N49 W13650 CAMPBELL DRIVE
CITY: MENOMONEE FALLS
STATE: WI
ZIP: 53051
BUSINESS PHONE: 262-783-3500
MAIL ADDRESS:
STREET 1: N49 W13650 CAMPBELL DRIVE
CITY: MENOMONEE FALLS
STATE: WI
ZIP: 53051
FORMER COMPANY:
FORMER CONFORMED NAME: MAGNETEK INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cramer Scott S
CENTRAL INDEX KEY: 0001408318
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10233
FILM NUMBER: 151090233
MAIL ADDRESS:
STREET 1: N49 W13650 CAMPBELL DRIVE
CITY: MENOMONEE FALLS
STATE: WI
ZIP: 53051
4
1
doc1.xml
FORM 4
X0306
4
2015-09-02
1
0000751085
MAGNETEK, INC.
MAG
0001408318
Cramer Scott S
MAGNETEK, INC.
N49 W13650 CAMPBELL DRIVE
MENOMONEE FALLS
WI
53051
0
1
0
0
VP, General Counsel & Corp Sec
Common Stock
2015-09-02
4
A
0
7064
0
A
21157
D
Common Stock
2015-09-02
4
D
0
21157
50
D
0
D
Employee Stock Option (Right to Buy)
11.50
2015-09-02
4
D
0
1154
D
2020-08-24
Common Stock
1154
0
D
On July 26, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Columbus McKinnon Corporation, a New York corporation ("Parent"), and Megatron Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on September 2, 2015, a number of performance shares determined as if the performance objectives applicable to the performance shares had been achieved at the target performance level vested in full resulting in the reporting person's acquisition of that number of shares of the Issuer's common stock.
Pursuant to the Merger Agreement, Acquisition Sub commenced a tender offer to acquire all shares of the Issuer's common stock at a price per share of $50.00, and on September 2, 2015, Acquisition Sub accepted all shares of Issuer's common stock that were tendered and Parent subsequently made a cash payment in respect of all of the outstanding shares of the Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by the reporting person pursuant to the terms of the tender offer, which involved a change of control.
The Merger Agreement contemplated a merger of Acquisition Sub with and into the Issuer following consummation of the tender offer. Pursuant to the Merger Agreement, each unexpired and unexercised option vested immediately prior to the consummation of the merger and was canceled in exchange for a cash payment per share equal to the difference between $50.00 and the exercise price of such option. Options with an exercise price of $50.00 per share or more were canceled and are not shown in Table II of this Report.
Scott S. Cramer
2015-09-02