SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Magnetek, Inc.

(Name of Subject Company (Issuer))

Megatron Acquisition Corp.

A Wholly Owned Subsidiary of

Columbus McKinnon Corporation

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

559424403

(CUSIP Number of Class of Securities (Underlying Common Stock))

Alan S. Korman, Esq.

General Counsel and Corporate Secretary

Columbus McKinnon Corporation

140 John James Audubon Parkway

Amherst, New York 14228

(716) 689-5500

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Mark D. Gerstein, Esq.

Bradley C. Faris, Esq.

Latham & Watkins LLP

330 N. Wabash Ave.

Suite 2800

Chicago, IL 60611

(312) 876-7700

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$191,632,350	$22,267.68

* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 3,832,647 shares of common stock, par value $0.01 per share, of Magnetek, Inc., at a purchase price of $50.00 per share. Such number of shares consists of (i) 3,568,540 shares of unrestricted common stock issued and outstanding as of August 3, 2015, (ii) 134,932 shares subject to forfeiture restrictions, repurchase rights, or other restrictions that are or may become issued and outstanding prior to the expiration of the Offer (as defined below), and (iii) 129,175 shares of common stock that may be issuable before the expiration of the Offer under options and other rights to acquire shares of common stock.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 0.0001162 of the transaction valuation.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $22,267.68	Filing Party: Columbus McKinnon Corporation
Form or Registration No. Schedule TO	Date Filed: August 5, 2015

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

¨  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission on August 5, 2015 (as hereby amended and together with any other amendments and supplements thereto, the “Schedule TO”), which relates to the offer by Megatron Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Columbus McKinnon Corporation, a New York corporation (“CMCO”), to purchase all of the issued and outstanding shares of common stock (including Restricted Shares (as defined in the Offer to Purchase)), par value $0.01 per share (collectively, the “Shares”), of Magnetek, Inc., a Delaware corporation (“Magnetek”), at a purchase price of $50.00 per share, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 5, 2015 (the “Offer to Purchase”), and in the related Letter of Transmittal for Shares and Letter of Transmittal for Employee Restricted Shares, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively. This Amendment is being filed on behalf of CMCO and the Purchaser. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.

Amendments to the Schedule TO

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following:

1. “Under the provisions of the HSR Act applicable to the Offer and the Merger, the waiting period under the HSR Act applicable to the Offer and the Merger expired at 11:59 p.m., New York City time, on August 20, 2015, which was the 15th calendar day following the submission of CMCO’s HSR Filing.”

2. “On August 20, 2015, the Debt Financing Source confirmed to CMCO and the Purchaser that the 15 business day marketing period required pursuant to the terms of the Debt Commitment Letter, during which the Debt Financing Source was to syndicate the Incremental Loans, has expired.”

3. “On August 24, 2015, CMCO, the Purchaser and Magnetek entered into a letter agreement (the “Letter Agreement”) amending the Merger Agreement, to provide for the purchase (the “UK Purchase”) by Columbus McKinnon Corporation Limited, a wholly owned subsidiary of CMCO (“CMCO UK”), from Magnetek of all of the outstanding shares of Magnetek (UK) Limited, a wholly owned subsidiary of Magnetek. The purchase price to be paid by CMCO UK to Magnetek in the UK Purchase will be £1,200,000, and the closing of the UK Purchase is expected to take place immediately prior to the acceptance for payment of Shares in the Offer.

The foregoing summary of the terms of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement itself, which is incorporated herein by reference and a copy of which has been filed as an exhibit to the Schedule TO.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

“(d)(5) Letter Agreement Amending Merger Agreement, dated as of August 24, 2015, by and among Magnetek, the Purchaser and CMCO.”

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Megatron Acquisition Corp.
By:	/s/ Timothy T. Tevens
Name:	Timothy T. Tevens
Title:	President & Director
Columbus McKinnon Corporation
By:	/s/ Timothy T. Tevens
Name:	Timothy T. Tevens
Title:	President & Chief Executive Officer

Date: August 25, 2015

INDEX TO EXHIBITS

(a)(1)(A)	Offer to Purchase, dated as of August 5, 2015*
(a)(1)(B)	Letter of Transmittal for Shares*
(a)(1)(C)	Letter of Transmittal for Employee Restricted Shares*
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and other Nominees*
(a)(1)(F)	Press Release dated July 27, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by CMCO with the SEC on July 27, 2015)*
(a)(1)(G)	Press Release dated August 5, 2015*
(a)(1)(H)	Summary Advertisement published in the Wall Street Journal on August 5, 2015*
(b)(1)	Debt Commitment Letter, dated July 26, 2015, by and among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and CMCO (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CMCO with the SEC on July 27, 2015)*
(b)(2)	Credit Agreement, dated as of January 23, 2015, by and among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC (and the other lenders party thereto) and CMCO (and certain of its affiliates) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CMCO with the SEC on January 27, 2015)*
(d)(1)	Agreement and Plan of Merger, dated as of July 26, 2015, by and among Magnetek, the Purchaser and CMCO (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CMCO with the SEC on July 27, 2015)*
(d)(2)	Form of Tender Agreement, dated as of July 26, 2015 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by CMCO with the SEC on July 27, 2015)*
(d)(3)	Confidentiality Agreement, dated as of April 2, 2015, by and between Magnetek and CMCO*
(d)(4)	Letter Agreement Amending Confidentiality Agreement, dated as of July 26, 2015, by and between Magnetek and CMCO*
(d)(5)	Letter Agreement Amending Merger Agreement, dated as of August 24, 2015, by and among Magnetek, the Purchaser and CMCO

* Previously filed.

EX-99.(D)(5)

Exhibit (d)(5)

August 24, 2015

VIA FACSIMILE

Magnetek, Inc.

N49 W13650 Campbell Drive

Menominee Falls, Wisconsin 53051

Attention: Scott S. Cramer

Facsimile: (262) 783-3509

Copies to:

Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention:	Patrick G. Quick
	Spencer T. Moats
Facsimile:	(414) 297-4900

Dear Scott:

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of July 26, 2015 (the “Merger Agreement”), by and among Magnetek, Inc., a Delaware corporation (the “Company”), Columbus McKinnon Corporation, a New York corporation (“Parent”), and Megatron Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The parties to the Merger Agreement desire to make certain agreements and amendments relating thereto in accordance with Section 10.5 of the Merger Agreement, as more fully described and subject to the terms and conditions set forth in this letter (this “Letter Agreement”). All capitalized terms used but not defined in this Letter Agreement have the respective meanings ascribed to such terms in the Merger Agreement.

Pursuant to Section 10.5 of the Merger Agreement, the Company, Parent and Merger Sub hereby amend the Merger Agreement as follows:

1. Amendment to Article 2; New Section 2.11. Article 2 of the Merger Agreement is hereby amended by adding a new Section 2.11 to read, in its entirety, as follows:

“Section 2.11 UK Purchase.

(a) Immediately prior to the Acceptance Time, if all the conditions of the Offer set forth in Annex A have been satisfied or waived of as of the Expiration Date, upon the terms and subject to the conditions of this Agreement, the Company agrees to sell, convey and transfer to Columbus McKinnon Corp. Limited, a wholly owned subsidiary of Parent (“CMCO UK”), all of the issued

and outstanding shares of capital stock or other equity interests of the Company’s Subsidiary, Magnetek (UK) Limited (“MAG UK”), in exchange for CMCO UK’s payment to the Company, by wire transfer of immediately available funds, of an aggregate purchase price of £1,200,000 (such purchase and sale, the “UK Purchase”). The Company shall transfer and deliver good and valid title to such shares of MAG UK free and clear of all Liens other than any Liens that the Company has previously disclosed in the Company SEC Reports filed with or furnished to the SEC on or after December 31, 2012 and prior to the date of the Merger Agreement or otherwise previously disclosed to Parent and Merger Sub.

(b) The closing of the UK Purchase shall take place at the place of the Closing. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, the Company, and CMCO UK shall cause the appropriate purchase agreements, deeds, share transfer forms, stock certificates, powers of attorney, instruments of conveyance, assignments, assurances or any other actions or things that are necessary or desirable to give effect to and consummate the UK Purchase, and to vest, perfect or confirm of record or otherwise in CMCO UK its right, title or interest in, to or under the shares of MAG UK, as may be reasonably determined by Parent, or as may reasonably be necessary or appropriate in order to carry out the purposes and intent of this Section 2.11, including by using its reasonable best efforts to cause its Subsidiaries and Affiliates to take any such actions. For the avoidance of doubt, nothing in this Section 2.11 shall create a condition to or otherwise affect any party’s obligation to effect the Offer or the Merger.”

2. Amendment to Index of Defined Terms. The Index of Defined Terms is hereby amended by adding the following terms in the appropriate alphabetical order:

“CMCO UK”	2.11	(a)
“MAG UK”	2.11	(a)
“UK Purchase”	2.11	(a)

The Company, Parent and Merger Sub acknowledge that the Merger Agreement, as hereby amended, remains in full force and effect and is hereby ratified, confirmed and reaffirmed in all respects, except as expressly modified herein. This Letter Agreement shall be deemed to be part of, and a modification to, the Merger Agreement, and shall be governed by all the terms and provisions of the Merger Agreement. Upon the effectiveness of this Letter Agreement, each reference in the Merger Agreement to “hereunder,” “herein,” “hereof,” or words of similar import, shall mean and be a reference to the Merger Agreement as amended by this Letter Agreement.

The provisions of Sections 10.4 (Notices), 10.5 (Amendment), 10.7 (Entire Agreement, Parties in Interest), 10.8 (Assignment; Binding Effect), 10.9 (Governing Law; Consent to Jurisdiction; Waiver of Jury Trial), 10.10 (Severability), 10.11 (Enforcement of Agreement), 10.12 (Counterparts) and 10.14 (Interpretation) of the Merger Agreement apply hereto mutatis mutandis.

2

If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing and returning the enclosed copy of this Letter Agreement.

Sincerely,
COLUMBUS MCKINNON CORPORATION
By:	/s/ Timothy T. Tevens
Name:	Timothy T. Tevens
Title:	President and Chief Executive Officer
MEGATRON ACQUISITION CORP.
By:	/s/ Timothy T. Tevens
Name:	Timothy T. Tevens
Title:	President and Chief Executive Officer

Agreed and Accepted:

MAGNETEK, INC.
By:	/s/ Peter M. McCormick
Name:	Peter M. McCormick
Title:	President and Chief Executive Officer

[Signature Page to Letter Agreement Amending Merger Agreement]