0001140361-15-034244.txt : 20150902 0001140361-15-034244.hdr.sgml : 20150902 20150902172555 ACCESSION NUMBER: 0001140361-15-034244 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: SCHWENNER MARTY J CENTRAL INDEX KEY: 0001251427 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10233 FILM NUMBER: 151090311 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 0001251427 SCHWENNER MARTY J MAGNETEK, INC. N49 W13650 CAMPBELL DRIVE MENOMONEE FALLS WI 53051 0 1 0 0 Vice President and CFO Common Stock 2015-09-02 4 A 0 15565 0 A 44902 D Common Stock 2015-09-02 4 D 0 44902 50 D 0 D Common Stock 2015-09-02 4 D 0 396 50 D 0 I By 401(k) Plan Employee Stock Option (Right to Buy) 36.10 2015-09-02 4 D 0 4000 D 2018-01-30 Common Stock 4000 0 D Employee Stock Option (Right to Buy) 23.00 2015-09-02 4 D 0 5000 D 2018-10-23 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 11.50 2015-09-02 4 D 0 5815 D 2020-08-24 Common Stock 5815 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, Attorney-in-Fact for Marty J. Schwenner 2015-09-02