SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

MAGNETEK, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

559424403

(CUSIP Number)

 

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

 

With a copy to:

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

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

 
September 2, 2015
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

_______________

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 559424403 13D Page 2 of 10 Pages

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Partners, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

None

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

0

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

 

 

CUSIP No. 559424403 13D Page 3 of 10 Pages

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Partners Master Fund, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

None

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

0

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

 

 

 

CUSIP No. 559424403 13D Page 4 of 10 Pages

 


1

NAME OF REPORTING PERSON

 

FGI Global Asset Allocation Fund, Ltd.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

None

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

0

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

  
14

TYPE OF REPORTING PERSON

 

OO

  

  

 

 

 

 

CUSIP No. 559424403 13D Page 5 of 10 Pages

 


1

NAME OF REPORTING PERSON

 

FGI Global Asset Allocation Master Fund, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

None

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

0

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

  

 

 

 

CUSIP No. 559424403 13D Page 6 of 10 Pages

 


1

NAME OF REPORTING PERSON

 

Joseph H. Moglia

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

None

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

0

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

  

 

 

 

CUSIP No. 559424403 13D Page 7 of 10 Pages

 


1

NAME OF REPORTING PERSON

 

D. Kyle Cerminara

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

None

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

0

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

 

 

 

 

 

CUSIP No. 559424403 13D Page 8 of 10 Pages

  

This Amendment No. 6 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 6”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 28, 2014, as amended (the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Magnetek, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

As described below, the Reporting Persons no longer hold any shares of the Common Stock. The Reporting Persons ceased to be beneficial owners of 5% or more of shares of the Common Stock on September 2, 2015.

 

On July 27, 2015, the Company entered into an Agreement and Plan of Merger, dated July 26, 2015 (the “Merger Agreement”), with Columbus McKinnon Corporation, a New York corporation (“Parent”), and Megatron Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub commenced a tender offer to purchase all outstanding shares of the Company’s Common Stock, at a price of $50.00 per share, net to the seller in cash, without interest (the “Offer Price”), subject to any withholding of taxes required by applicable laws, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 5, 2015 (the “Offer to Purchase”), and the related Letters of Transmittal (which, together with the Offer to Purchase, constituted the “Offer”). The Offer expired at 12:00 midnight, New York City time, on Tuesday, September 1, 2015. Following the consummation of the Offer, on September 2, 2015, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (the “Effective Time”), Parent completed its acquisition of the Company by consummating a merger of Merger Sub with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the “Merger”). Effective at the Effective Time, in connection with the transactions described herein, Mr. Cerminara resigned as a director of the Company.

 

The Reporting Persons tendered into the Offer all shares of the Common Stock beneficially owned by them at the Offer Price: (i) Fundamental Global Partners, LP tendered 108,047 shares; (ii) Fundamental Global Partners Master Fund, LP tendered 213,028 shares; and (iii) FGI Global Asset Allocation Fund, Ltd. tendered 5,622 shares. Mr. Moglia tendered 74,000 shares into the Offer.

 

Additionally, pursuant to the Merger Agreement, Mr. Cerminara’s outstanding options to purchase 2,000 shares of the Common Stock, which were granted to him by the Company on May 1, 2015 in connection with his service as a director of the Company, were cancelled immediately upon the consummation of the Offer on September 2, 2015 and converted into the right to receive upon consummation of the Offer an amount in cash equal to the difference between the Offer Price and the exercise price of $38.51 per share for such options. As a result of the transactions described above, Mr. Cerminara also received the Offer Price for each of his 404.518 phantom stock units that had been issued to him as a director of the Company under the Company’s Director Compensation and Deferral Investment Plan.

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 6, which agreement is set forth on the signature page to this Statement.

 

 

 

 

 

CUSIP No. 559424403 13D Page 9 of 10 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: September 9, 2015

 

FUNDAMENTAL GLOBAL PARTNERS, LP,  
by Fundamental Global Partners GP, LLC, its general partner  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Partner and Manager    
     
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,  
by FG Partners GP, LLC, its general partner  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Manager    
     
FGI GLOBAL ASSET ALLOCATION FUND, LTD.  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Director    
     
FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,  
by FGI Global Asset Allocation GP, LLC, its general partner  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Manager    
     
FUNDAMENTAL GLOBAL INVESTORS, LLC  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Chief Executive Officer, Partner and Manager    
     
FGI INTERNATIONAL USVI, LLC  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Manager    
     
/s/  Joseph H. Moglia    
Joseph H. Moglia    

 

 

 

 

 

CUSIP No. 559424403 13D Page 10 of 10 Pages

  

     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
     
/s/  Lewis M. Johnson    
Lewis M. Johnson