United States Securities & Exchange Commission EDGAR Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 3)*


Magnetek, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


 559424106

(CUSIP Number)



December 31, 2006

(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


 

 Rule 13d-1(b)

 

 

X

 Rule 13d-1(c)

 

 

 

 Rule 13d-1(d)


*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 the disclosures provided in a prior cover page.

The information required in 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.   559424106

SC 13G

 




1

Name of Reporting Persons.

I.R.S. Identification Nos. of above person (entities only)


Riley Investment Partners Master Fund, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   [   ]

(b)   [X]

3

SEC Use Only


4

Citizenship or Place of Organization


Cayman Islands

Number of

                              

Shares

5

Sole Voting Power


4,135,597

Beneficially


Owned by

6

Shared Voting Power


0

Each


Reporting

7

Sole Dispositive Power


4,135,597

Person


With

8

Shared Dispositive Power


0

9

Aggregate Amount Beneficially Owned by Each Reporting Person


4,135,597

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11

Percent of Class Represented by Amount in Row (9)


14.1%1

12

Type Of Reporting Person (See Instructions)


PN

———————

1

Based on 29,312,152 shares of common stock of Magnetek, Inc. (the “Issuer”) outstanding at October 31, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.



2



CUSIP No.   559424106

SC 13G

 




1

Name of Reporting Persons.

I.R.S. Identification Nos. of above person (entities only)


Riley Investment Management LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   [   ]

(b)   [X]

3

SEC Use Only


4

Citizenship or Place of Organization


Delaware

Number of

                              

Shares

5

Sole Voting Power


4,135,5971

Beneficially


Owned by

6

Shared Voting Power


832,5492

Each


Reporting

7

Sole Dispositive Power


4,135,5971

Person


With

8

Shared Dispositive Power


832,5492

9

Aggregate Amount Beneficially Owned by Each Reporting Person


4,135,5972

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[x]

11

Percent of Class Represented by Amount in Row (9)


14.1%3

12

Type Of Reporting Person (See Instructions)


IA

———————

1

Because Riley Investment Management LLC has sole investment and voting power over 4,135,597 shares of Common Stock held by Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

2

Riley Investment Management LLC has shared voting and dispositive power over 832,549 shares of Common Stock held by its investment advisory clients.  However, Riley Investment Management LLC disclaims beneficial ownership of these shares.

3

Based on 29,312,152 shares of common stock of Magnetek, Inc. (the “Issuer”) outstanding at October 31, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.



3



CUSIP No.   559424106

SC 13G

 




1

Name of Reporting Persons.

I.R.S. Identification Nos. of above person (entities only)


B. Riley and Co. Inc.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   [   ]

(b)   [X]

3

SEC Use Only


4

Citizenship or Place of Organization


Delaware

Number of

                              

Shares

5

Sole Voting Power


145,900

Beneficially


Owned by

6

Shared Voting Power


0

Each


Reporting

7

Sole Dispositive Power


145,900

Person


With

8

Shared Dispositive Power


0

9

Aggregate Amount Beneficially Owned by Each Reporting Person


145,900

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11

Percent of Class Represented by Amount in Row (9)


0.5%1

12

Type Of Reporting Person (See Instructions)


BD

———————

1

Based on 29,312,152 shares of common stock of Magnetek, Inc. (the “Issuer”) outstanding at October 31, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.



4



CUSIP No.   559424106

SC 13G

 




1

Name of Reporting Persons.

I.R.S. Identification Nos. of above person (entities only)


B. Riley & Co. Retirement Trust

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   [   ]

(b)   [X]

3

SEC Use Only


4

Citizenship or Place of Organization


United States

Number of

                              

Shares

5

Sole Voting Power


25,800

Beneficially


Owned by

6

Shared Voting Power


0

Each


Reporting

7

Sole Dispositive Power


25,800

Person


With

8

Shared Dispositive Power


0

9

Aggregate Amount Beneficially Owned by Each Reporting Person


25,800

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11

Percent of Class Represented by Amount in Row (9)


0.1%1

12

Type Of Reporting Person (See Instructions)


EP

———————

1

Because Riley Investment Management LLC has sole investment and voting power over 4,135,597 shares of Common Stock held by Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.



5



CUSIP No.   559424106

SC 13G

 




1

Name of Reporting Persons.

I.R.S. Identification Nos. of above person (entities only)


Bryant Riley

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   [   ]

(b)   [X]

3

SEC Use Only


4

Citizenship or Place of Organization


United States

Number of

                              

Shares

5

Sole Voting Power


4,184,7971

Beneficially


Owned by

6

Shared Voting Power


963,4492

Each


Reporting

7

Sole Dispositive Power


4,184,7971

Person


With

8

Shared Dispositive Power


963,4492

9

Aggregate Amount Beneficially Owned by Each Reporting Person


4,176,3971,2

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[x]

11

Percent of Class Represented by Amount in Row (9)


14.3%3

12

Type Of Reporting Person (See Instructions)


IN

———————

1

Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 4,135,597 shares of Common Stock held by Riley Investment Partners Master Fund, L.P.  Includes 15,000 of the 145,900 shares held by B. Riley and Co. Inc.  Because these 15,000 shares are held in Mr. Riley’s proprietary account at B. Riley and Co. Inc., Mr. Riley may be deemed to have beneficial ownership of such securities.  Includes 25,800 shares owned by B. Riley & Co. Retirement Trust.  Because Mr. Riley, in his role as Trustee of the B. Riley & Co. Retirement Trust, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of these shares.  Includes 8,400 shares owned by custodial accounts of Mr. Riley’s children.  Although Mr. Riley controls voting and investment decisions in his role as custodian for the children’s accounts, Mr. Riley disclaims beneficial ownership of these securities.

2

Riley Investment Management LLC has shared voting and dispositive power over 832,549 shares of Common Stock owned by its investment advisory client.  Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of these shares.  B. Riley and Co. Inc. has sole voting and dispositve power over 130,900 shares of Common Stock.  Although Mr. Riley is the controlling shareholder and Chairman of B. Riley & Co., Inc., Mr. Riley disclaims beneficial ownership of these shares.  



6



CUSIP No.   559424106

SC 13G

 



3

Based on 29,312,152 shares of common stock of Magnetek, Inc. (the “Issuer”) outstanding at October 31, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.






7



CUSIP No.   559424106

SC 13G

 



Item 1.


(a) Name of Issuer

Magnetek, Inc.


(b) Address of Issuer’s Principal Executive Offices

N49 W13650 Campbell Drive

Menomonee Falls, Wisconsin  53051


Item 2.


1.

Riley Investment Partners Master Fund, L.P. (Cayman Islands limited partnership)

Riley Investment Management LLC (Delaware limited liability company)

Bryant Riley (individual residing in California)

2.

B. Riley & Co. Retirement Trust (employee benefit plan)

B. Riley and Co. Inc. (Delaware corporation)


(b) Address of Principal Business Office or, if none, Residence

1.

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025


        2.

11100 Santa Monica Blvd.

Suite 800

Los Angeles, CA 90025


(c) Citizenship

United States


(d) Title of Class of Securities

Common Stock


(e) CUSIP Number

 559424106


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)

 

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

(b)

 

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

(c)

 

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

(d)

 

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

 

 

(e)

 

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f)

 

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g)

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

(h)

 

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i)

 

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of

 

 

the Investment Company Act of 1940 (15 U.S.C. 80a-3);




8



CUSIP No.   559424106

SC 13G

 






(j)

 

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


For each Reporting Person:


(a) Amount beneficially owned: Please see Line 9 on the cover sheet for each reporting person (including footnotes thereto).


(b) Percent of class: Please see Line 11 on the cover sheet for each reporting person (including footnotes thereto).


(c) Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote:   Please see Line 5 on the cover sheet for each reporting person (including footnotes thereto).


(ii) Shared power to vote or to direct the vote:   Please see Line 6 on the cover sheet for each reporting person (including footnotes thereto).


(iii) Sole power to dispose or to direct the disposition of:   Please see Line 7 on the cover sheet for each reporting person (including footnotes thereto).


(iv) Shared power to dispose or to direct the disposition of:   Please see Line 8 on the cover sheet for each reporting person (including footnotes thereto).


Item 5.

Ownership of Five Percent or Less of a Class.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].


Instruction: Dissolution of a group requires a response to this item.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


Not applicable


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


Not applicable


Item 8.

Identification and Classification of Members of the Group.


Not applicable


Item 9.

Notice of Dissolution of Group.


Not applicable




9



CUSIP No.   559424106

SC 13G

 



Item 10.

Certification



(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.




10



CUSIP No.   559424106

SC 13G

 



SIGNATURE


After reasonable 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.


Date: February 2, 2007



 

 

Riley Investment Partners Master Fund, L.P.

 

 

 

By: Riley Investment Management, its General

 

 

 

        Partner

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Managing Member


 

 

Riley Investment Management, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Managing Member


 

 

B. Riley and Co. Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Chairman


 

 

B. Riley & Co. Retirement Trust

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Trustee


 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley




11