0001140361-15-034240.txt : 20150902 0001140361-15-034240.hdr.sgml : 20150902 20150902172221 ACCESSION NUMBER: 0001140361-15-034240 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: QUAIN MITCHELL I CENTRAL INDEX KEY: 0001213693 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10233 FILM NUMBER: 151090290 MAIL ADDRESS: STREET 1: 1 BRISTOL ROAD CITY: MIDDLEBURY STATE: CT ZIP: 06762 4 1 doc1.xml FORM 4 X0306 4 2015-09-02 1 0000751085 MAGNETEK, INC. MAG 0001213693 QUAIN MITCHELL I MAGNETEK, INC. N49 W13650 CAMPBELL DRIVE MENOMONEE FALLS WI 53051 1 0 0 0 Common Stock 2015-09-02 4 D 0 2320 50 D 0 D Common Stock 2015-09-02 4 D 0 9360 50 D 0 I By Family Trusts Director Stock Option (Right to Buy) 25.30 2015-09-02 4 D 0 750 D 2016-06-30 Common Stock 750 0 D Director Stock Option (Right to Buy) 41.95 2015-09-02 4 D 0 750 D 2018-06-27 Common Stock 750 0 D Director Stock Option (Right to Buy) 13.95 2015-09-02 4 D 0 750 D 2019-06-26 Common Stock 750 0 D Director Stock Option (Right to Buy) 11.05 2015-09-02 4 D 0 750 D 2020-06-25 Common Stock 750 0 D Director Stock Option (Right to Buy) 18.45 2015-09-02 4 D 0 1743 D 2021-07-01 Common Stock 1743 0 D Director Stock Option (Right to Buy) 8.48 2015-09-02 4 D 0 1866 D 2021-12-30 Common Stock 1866 0 D Director Stock Option (Right to Buy) 10.41 2015-09-02 4 D 0 3091 D 2022-12-28 Common Stock 3091 0 D Director Stock Option (Right to Buy) 22.23 2015-09-02 4 D 0 1426 D 2023-12-29 Common Stock 1426 0 D Director Stock Option (Right to Buy) 38 2015-09-02 4 D 0 836 D 2024-12-28 Common Stock 836 0 D Phantom Stock Units 2015-09-02 4 D 0 39303.859 D Common Stock 39303.859 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 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. 1 for 1. As a result of the transactions contemplated by the Merger Agreement, the reporting person was entitled to receive an amount per share of $50.00 for each Phantom Stock Unit. Scott S. Cramer, Attorney-in-Fact for Mitchell I. Quain 2015-09-02