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. 1)*

 

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)
 
June 3, 2014
(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 7 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

WC
 
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

197,244
  9 SOLE DISPOSITIVE POWER

0
 10 SHARED DISPOSITIVE POWER

197,244

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

197,244
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.04%
 
14 TYPE OF REPORTING PERSON

PN
 

 

 
 

 

CUSIP No. 559424403 13D Page 3 of 7 Pages

 

1 NAME OF REPORTING PERSON

Fundamental Global Partners GP, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) ¨
3 SEC USE ONLY

 
4 SOURCE OF FUNDS

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

¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION

North Carolina
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7 SOLE VOTING POWER

0
  8 SHARED VOTING POWER

197,244
  9 SOLE DISPOSITIVE POWER

0
 10 SHARED DISPOSITIVE POWER

197,244

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

197,244
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.04%
 
14 TYPE OF REPORTING PERSON

OO
 

 

 
 

 

CUSIP No. 559424403 13D Page 4 of 7 Pages

 

1 NAME OF REPORTING PERSON

Fundamental Global Investors, LLC
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) ¨
3 SEC USE ONLY

 
4 SOURCE OF FUNDS

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

¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION

North Carolina
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7 SOLE VOTING POWER

0
  8 SHARED VOTING POWER

197,244
  9 SOLE DISPOSITIVE POWER

0
 10 SHARED DISPOSITIVE POWER

197,244

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

197,244
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.04%
 
14 TYPE OF REPORTING PERSON

OO
 

 

 
 

 

CUSIP No. 559424403 13D Page 5 of 7 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

PF
 
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

40,000
  8 SHARED VOTING POWER

0
  9 SOLE DISPOSITIVE POWER

40,000
 10 SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

40,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.23%
 
14 TYPE OF REPORTING PERSON

IN
 

 

 
 

 

CUSIP No. 559424403 13D Page 6 of 7 Pages

 

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 28, 2014 (the “Schedule 13D”) 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. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by Fundamental Global Partners, LP in this Statement, including brokerage commissions, was approximately $3,681,696.55. The total cost for purchasing the Common Stock reported as owned by Mr. Moglia in this Statement, including brokerage commissions, was approximately $440,009.99. The total cost for purchasing the Common Stock reported as owned by the Moglia Family Foundation in this Statement, including brokerage commissions, was approximately $440,009.99.

 

Item 5. Interest in Securities of the Issuer.

 

(a)        The Reporting Persons beneficially own in the aggregate 237,244 shares of Common Stock, which represents approximately 7.27% of the Company’s outstanding shares of Common Stock.

 

Fundamental Global Partners, LP directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement.

 

Mr. Moglia holds 20,000 shares of Common Stock directly and may be deemed to beneficially own an additional 20,000 shares of Common Stock held by the Moglia Family Foundation, which is a charitable foundation for which Mr. Moglia is the sole trustee.

 

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 3,753 shares of Common Stock for the accounts of individual investors. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. Fundamental Global Investors, LLC owns 50% of CWA Asset Management Group, LLC.

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 3,265,173 shares of Common Stock reported by the Company as outstanding as of May 1, 2014 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarterly period ended March 30, 2014.

 

(b)        Mr. Moglia has the sole power to direct the voting and disposition of the shares of Common Stock disclosed in this Statement as directly held by him. Mr. Moglia, as the sole trustee of the Moglia Family Foundation, has the sole power to direct the voting and disposition of the shares of Common Stock disclosed in this Statement as held by the Moglia Family Foundation.

 

(c)        The transactions effected by Fundamental Global Partners, LP in the Common Stock between April 4, 2014 and June 4, 2014 is set forth on Schedule A to this Statement. Mr. Moglia acquired 20,000 shares of Common Stock on May 16, 2014 at a price of $22.00 per share, and the Moglia Family Foundation acquired 20,000 shares of Common Stock on May 16, 2014 at a price of $22.00 per share. Each of these transactions was effected through the open market.

 

 
 

 

CUSIP No. 559424403

13D

Page 7 of 7 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: June 9, 2014

 

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 GP, LLC
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Partner and Manager  
   
FUNDAMENTAL GLOBAL INVESTORS, LLC
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Chief Executive Officer, Partner and Manager
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
   
/s/  Lewis M. Johnson  
Lewis M. Johnson  
   
/s/  Joseph H. Moglia  
Joseph H. Moglia  

 

 
 

 

Schedule A

 

Transactions by Fundamental Global Partners, LP in the Common Stock

of the Company between April 4, 2014 and June 4, 2014:

 

Transaction Date  Number of Shares
Bought/(Sold)
   Price Per
Share ($)
 
04/04/14   300    19.4167 
04/07/14   700    19.4200 
04/08/14   300    19.3700 
04/10/14   100    19.9000 
04/11/14   300    19.4667 
04/15/14   700    19.6928 
04/16/14   110    19.5955 
04/17/14   1,400    19.9350 
04/21/14   500    20.0874 
04/22/14   523    20.5320 
04/23/14   1,160    20.5103 
04/24/14   500    21.2600 
04/25/14   400    21.4400 
04/28/14   171    21.6415 
04/29/14   603    22.0224 
04/30/14   1,196    21.9630 
05/01/14   600    21.7417 
05/06/14   100    21.7000 
05/08/14   289    21.7557 
05/09/14   200    21.8000 
05/12/14   300    21.9500 
05/14/14   2,629    22.2346 
05/15/14   2,000    21.9671 
05/16/14   100    22.1500 
05/19/14   700    22.2629 
05/20/14   800    22.1550 
05/21/14   200    22.2150 
05/22/14   2,300    21.9365 
05/30/14   100    22.2500 
06/02/14   100    22.3000 
06/03/14   1,600    22.1881 
06/04/14   400    22.2550