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. 3)*

 

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 19, 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 9 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

SOLE VOTING POWER

 

0

SHARED VOTING POWER

 

129,742

SOLE DISPOSITIVE POWER

 

0

SHARED DISPOSITIVE POWER

 

129,742

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

129,742

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.0%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 
 

  

CUSIP No. 559424403 13D Page 3 of 9 Pages

 

NAME OF REPORTING PERSON

 

Fundamental Global Partners Master Fund, LP

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨

SEC USE ONLY

 

 

SOURCE OF FUNDS

 

WC

 

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

 

¨

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

 

185,210

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

185,210

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

185,210

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

 

¨

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

 

TYPE OF REPORTING PERSON

 

PN

 

 

 
 

 

CUSIP No. 559424403 13D Page 4 of 9 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

 

129,742

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

129,742

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

129,742

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.0%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 
 

  

CUSIP No. 559424403 13D Page 5 of 9 Pages

 

NAME OF REPORTING PERSON

 

FG Partners GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨

SEC USE ONLY

 

 

SOURCE OF FUNDS

 

AF

 

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

 

¨

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

185,210

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

185,210

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

185,210

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

 

¨

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

 

TYPE OF REPORTING PERSON

 

OO

 

 

 
 

  

CUSIP No. 559424403 13D Page 6 of 9 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

 

314,952

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

314,952

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

314,952

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.6%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 
 

  

CUSIP No. 559424403 13D Page 7 of 9 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

 

40,050

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

40,050

 10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

40,050

12

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

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

 
 

  

CUSIP No. 559424403 13D Page 8 of 9 Pages

 

This Amendment No. 3 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 3”) 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. 3 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, 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 and Fundamental Global Partners Master Fund, LP in this Statement, including brokerage commissions, was approximately $7,224,093.11.

 

Item 5.    Interest in Securities of the Issuer.

(a)           The Reporting Persons beneficially own in the aggregate 314,952 shares of Common Stock, which represents approximately 9.6% percent of the Company’s outstanding shares of Common Stock.

 

Each of Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, 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 20,050 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 18,603 shares of Common Stock for the accounts of individual investors, which represents approximately 0.6% of the Company’s outstanding shares of Common Stock. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. The Investment Manager 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 3,268,141 shares of Common Stock reported by the Company as outstanding as of August 1, 2014 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2014.

 

(c)           The transactions effected by the Fund and the Master Fund in the Common Stock in the open market between August 6, 2014 and October 5, 2014 is set forth on Schedule A to this Statement. On September 29, 2014, Mr. Moglia purchased 50 shares of Common Stock at $30 per share through an open market transaction.

 

 
 

 

CUSIP No. 559424403 13D Page 9 of 9 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: October 8, 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 MASTER FUND, LP,

by FG Partners GP, LLC, its general partner

 

/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  

 

FUNDAMENTAL GLOBAL PARTNERS GP, LLC

 

/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Partner and Manager  

 

FG PARTNERS GP, LLC

 

/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  

 

/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 and Fundamental Global Partners Master Fund, LP

in the Common Stock between August 6, 2014 and October 5, 2014:

 

Fundamental Global Partners, LP:

 

Transaction Date  Number of Shares
Bought/(Sold)
   Price Per
Share ($)
 
08/11/14   48    25.05000 
08/21/14   480    27.44000 
08/28/14   97    28.57320 
08/29/14   96    28.48500 
09/03/14   48    29.20000 
09/05/14   528    29.49640 
09/11/14   80    31.42500 
09/12/14   1,040    31.34580 
09/15/14   989    31.49861 
09/16/14   80    31.97500 
09/17/14   240    31.96948 
09/18/14   200    32.30800 
09/19/14   280    32.45000 
09/23/14   2,040    30.98152 
09/25/14   415    30.89464 
09/26/14   240    30.94000 
09/30/14   3,120    31.23187 
10/01/14   280    30.94860 
10/03/14   2,752    31.22790 

 

 
 

 

Fundamental Global Partners Master Fund, LP:

 

Transaction Date  Number of Shares
Bought/(Sold)
   Price Per
Share ($)
 
08/06/14   2,000    25.45002 
08/11/14   452    24.96150 
08/13/14   1,501    25.76212 
08/14/14   1,300    25.82309 
08/15/14   100    25.85000 
08/18/14   3,731    26.41839 
08/19/14   3,000    26.87600 
08/20/14   500    27.36200 
08/21/14   1,521    27.35556 
08/22/14   900    27.25782 
08/25/14   300    27.43000 
08/28/14   305    28.55799 
08/29/14   2,932    28.53236 
09/02/14   1,300    28.95769 
09/03/14   52    29.20000 
09/04/14   700    29.24427 
09/05/14   2,972    29.41751 
09/08/14   230    29.61930 
09/11/14   822    31.55900 
09/12/14   1,560    31.34580 
09/15/14   1,484    31.49858 
09/16/14   120    31.97500 
09/17/14   360    31.96948 
09/18/14   300    32.30800 
09/19/14   420    32.45000 
09/23/14   3,060    30.98152 
09/25/14   623    30.89464 
09/26/14   360    30.94000 
09/30/14   4,680    31.23187 
10/01/14   1,520    30.89367 
10/03/14   6,228    31.32929