UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)*
MAGNETEK, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
559424106
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(CUSIP Number)
Riley Investment Management LLC
Attn: Bryant R. Riley
11100 Santa Monica Blvd., Suite 810
Los Angeles, CA 90025
(310) 966-1445
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 2008
--------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|X|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. SEE Rule 13d-7(b) 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, as amended ("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).
SCHEDULE 13D
-------------------
CUSIP No. 559424106
-------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
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 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
---------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000
-------- ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,000
REPORTING -------- ---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
---------- ---------------------------------------------------------------------
(1) Based on 30,659,151 shares of common stock of Magnetek, Inc. (the "Issuer")
outstanding at October 24, 2008, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended September 28, 2008 filed with the Securities and
Exchange Commission on October 30, 2008.
2
SCHEDULE 13D
--------------------
CUSIP No. 559424106
--------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
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 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------- -------- ---------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 721,973(2)
-------- ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,618,138(3)
-------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
721,973(2)
REPORTING -------- ---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,618,138(3)
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,705,945(3)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(1)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
---------- ---------------------------------------------------------------------
(2) Because Riley Investment Management LLC has sole investment and voting power
over 1,000 shares of Common Stock held by Riley Investment Partners Master Fund,
L.P. and 720,973 shares held in managed accounts by its investment advisory
clients, Riley Investment Management LLC may be deemed to have beneficial
ownership of these shares.
(3) Riley Investment Management LLC has shared voting and dispositive power over
2,618,138 shares of Common Stock held by its investment advisory clients,
1,983,972 of which are held in accounts indirectly affiliated with Mr. Riley or
Riley Investment Partners Master Fund, L.P. However, Riley Investment Management
LLC disclaims beneficial ownership of the unaffiliated shares.
3
SCHEDULE 13D
--------------------
CUSIP No. 559424106
--------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
B. Riley & Co., LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------- -------- ---------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,100
-------- ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
2,100
REPORTING
-------- ---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(1)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD
---------- ---------------------------------------------------------------------
4
SCHEDULE 13D
--------------------
CUSIP No. 559424106
--------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
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 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------- -------- ---------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 32,765
-------- ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
32,765
REPORTING
-------- ---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,765
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%(1)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
---------- ---------------------------------------------------------------------
5
SCHEDULE 13D
--------------------
CUSIP No. 559424106
--------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Bryant Riley
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 767,238(4)
-------- ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,618,138(5)
-------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
767,238 (4)
REPORTING
-------- ---------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,618,138(5)
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,751,210(5)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%(1)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------- ---------------------------------------------------------------------
6
(4) Because Riley Investment Management LLC has sole voting and investment power
over security holdings of Riley Investment Partners Master Fund, L.P.'s and
certain managed accounts of its investment advisory clients and Mr. Riley, in
his role as the sole manager of Riley Investment Management LLC, controls its
voting and investment decisions, Mr. Riley may be deemed to have beneficial
ownership of the 1,000 shares of Common Stock held by Riley Investment Partners
Master Fund, L.P. and 720,973 shares held in managed accounts by its investment
advisory clients. Includes 2,100 shares of Common Stock held by B. Riley & Co.,
LLC. Mr. Riley is the Chairman and indirect sole equity owner of B. Riley & Co.,
LLC. Includes 32,765 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 of Common Stock
owned by custodial accounts of Mr. Riley's children. Includes 2,000 shares of
Common Stock held in a joint account with Mr. Riley's spouse.
(5) Riley Investment Management LLC has shared voting and dispositive power over
2,618,138 shares of Common Stock held by its investment advisory clients,
1,983,972 of which are held in accounts indirectly affiliated with Mr. Riley or
Riley Investment Partners Master Fund, L.P. Although Mr. Riley controls Riley
Investment Management LLC's voting and investment decisions for its investment
advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated
shares.
7
ITEM 1. SECURITY AND ISSUER.
--------------------
Common Stock ("Common Stock") of Magnetek, Inc. (the "Issuer")
N49 W13650 Campbell Drive
Menomonee Falls WI 53051
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
(a)
(i) Riley Investment Partners Master Fund, L.P. (Cayman Islands
limited partnership)
Riley Investment Management LLC (Delaware limited liability
company)
Mr. Bryant R. Riley (individual residing in California)
(ii) B. Riley & Co., LLC (Delaware limited liability company)
B. Riley & Co. Retirement Trust (employee benefit plan)
(b)
(i) 11100 Santa Monica Blvd. Suite 810 Los Angeles, CA 90025
(ii) 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025
(c) Mr. Riley manages and owns all of the outstanding membership
interests of Riley Investment Management LLC ("RIM"), an SEC
registered investment adviser. RIM is the investment adviser to
and general partner of Riley Investment Partners Master Fund,
L.P. ("RIP"). RIM is the investment advisor to other clients
pursuant to investment advisory agreements, the accounts of some
of which are indirectly affiliated with RIP. Mr. Riley is the
trustee of the B. Riley & Co. Retirement Trust ("BRCRT"). Mr.
Riley is the sole indirect equity holder and Chairman of B.
Riley & Co., LLC ("BRC"), a FINRA registered broker dealer.
(d) N/A
(e) N/A
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
The source of funding for the purchase of Common Stock was the
general working capital of the respective purchasers. (See the responses set
forth in Row 4 on the cover pages for each Reporting Person.) Some of the shares
are held in margin or leveraged accounts together with other securities, and
part of the purchase price of such shares may have been purchased through margin
borrowing or other leverage.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The Reporting Persons acquired the shares of Common Stock
based on the Reporting Persons' belief that the Common Stock represent an
attractive investment opportunity.
8
On December 3, 2008, RIM sent a letter to the Issuer's Board
of Directors. In the letter, among other things, RIM, while complimenting the
Issuer on its operational improvements, stated its belief that shareholder value
would be best maximized through a sale of the company. RIM encouraged the Issuer
to not only review a sale to a single buyer but also to consider selling the
company in pieces. RIM believes this process, although time consuming and
difficult, may result in each of the Issuer's business unit receiving full value
as opposed to a sale of the company as a whole to a single buyer who may
discount the businesses they do not want. RIM asked that the Issuer begin a
sales process immediately and asked for a board seat. The foregoing description
of the letter is qualified in its entirety by Exhibit A.
The Reporting Persons may, from time to time, evaluate various
other alternatives that they might consider in order to influence the
performance of the Issuer and the activities of its Board of Directors.
Depending on various factors, the Reporting Persons may take such actions as
they deem appropriate including, without limitation, engaging in discussions
with management and the Board of Directors of the Issuer, communicating with
other stockholders, making proposals to the Issuer concerning the capitalization
and operations of the Issuer, seeking representation on the Board of Directors,
purchasing additional shares of Common Stock or selling some or all of their
shares of Common Stock or seeking to make a significant equity investment or to
otherwise acquire the Issuer.
The Reporting Persons may determine to change their investment
intent with respect to the Issuer in the future. The Reporting Persons intend to
vote their respective shares of Common Stock individually as each Reporting
Person deems appropriate from time to time. In determining whether to sell or
retain their shares of Common Stock, the applicable Reporting Person will take
into consideration such factors as it deems relevant, including without
limitation Issuer's business and prospects, anticipated future developments,
existing and anticipated market conditions, general economic conditions, capital
requirements of the Reporting Person and other opportunities available to the
Reporting Person. The Reporting Persons reserve the right to acquire securities
of the Issuer in the open market, in privately negotiated transactions, or
otherwise, to dispose of all or a portion of its holdings in Issuer's
securities, or to change their intention with respect to any or all of the
matters referred to in this Item 4.
Except as stated in response to this Item 4, the Reporting
Persons have no current plans or proposals with respect to the Company or its
securities of the types enumerated in paragraphs (a) through (j) of Item 4 to
the form Schedule 13D promulgated under the Act.
9
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) With respect to each Reporting Person, see the response set
forth in Rows 11 and 13 on the cover pages hereto, including
the footnotes thereto.
(b) See Item 5(a) and, with respect to each Reporting Person, the
responses to Rows 7 through 10 set forth for such Reporting
Person on the cover pages hereto.
(c) The transactions effected by the Reporting Persons in Common
Stock that have taken place in the past 60 days through
November 25, 2008 are set forth on Exhibit B.
(d) RIM's advisory clients are entitled to any dividends or
proceeds paid with respect to stock held by such persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
--------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------------
The relationships between Mr. Riley, RIM, RIP, BRC and BRCRT
are described above under Item 2(c) above. The relationship between RIM and
other investment advisory clients is described under Item 2(c) above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
DOCUMENT
--------
Exhibit A Letter to the Board of Directors, dated December 3, 2008
Exhibit B Certain Transactions
Exhibit C Joint Filing Agreement, dated December 3, 2008, among
Reporting Persons
10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: December 3, 2008
Riley Investment Partners Master Fund, L.P.
By: Riley Investment Management LLC,
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 & Co, LLC
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
Exhibit A
[RIM Letterhead]
December 3, 2008
Board of Directors
Magnetek, Inc.
N49 W13650 Campbell Drive
Menomonee Falls WI 53051
To the Board of Directors:
As you may know, Riley Investment Management LLC has been an investor in
Magnetek for over 7 years. During this time, we have seen the Company transform
itself from a bloated undisciplined company to a business with a significant
presence in strong niche markets. While we have been pleased with the Company's
operational performance, the devotion of the management team and the improved
balance sheet, we strongly believe that the best course of action for the
shareholders would be to immediately begin a sale process of the Company. We
believe that this process could garner a price at significant premiums to the
current market capitalization and attract multiple large bidders.
The Company's most recent quarter was impressive. Revenues of $26.4 million were
up 16%, your book to bill was 118% and your cash increased to $16 million. Most
importantly, operating income almost doubled from last year. These numbers were
particularly strong given your investment in the alternative wind business. We
applaud your improvements to the operations.
However, we believe that your market size, market capitalization and ongoing
pension liability will make it difficult for your shareholders to receive fair
value on the open market. Conversely, it is our opinion that larger corporations
who have long been interested in the Magnetek brand and niche markets will be
willing to acquire the Company's businesses at significantly higher values than
the current market capitalization.
Moreover, we believe that value may be best maximized by selling your businesses
in pieces as opposed to a total sale. This process, while perhaps more time
consuming and difficult, can result in each business unit receiving full value
as opposed to a sale to a single buyer who will discount the pieces that they
don't want.
We urge you to formally begin this process right away. Additionally, as a large
shareholder with a significant track record in creating shareholder value we
request a board seat immediately. Given our involvement in the sales of
companies with several business units (i.e. Alliance Semiconductor, Celeritek),
we believe we can be a great help in this process. Additionally, it is our
experience that a large shareholder involved not only adds a sense of urgency
but also creates an environment in which service fees are more carefully
reviewed and possible options are more broadly considered.
A-1
We have written many letters to the board over the last few years and made many
requests of management. This one is unique in that we hold the Board and
management of Magnetek in high regard. However, our view that shareholders would
recognize more value through a formal sales process is strong, and we hope that
this message is well received. We will continue to evaluate all of our options
as it relates to our Magnetek position.
Sincerely,
Riley Investment Management LLC
By: /s/ Bryant Riley
-----------------------------
Bryant Riley, Managing Member
A-2
EXHIBIT B
Schedule of Transactions
TRAN. QTY PRICE TRADE DATE
CODE
Bryant Riley SL 3,000 1.95 10/30/2008
BRC BY 85 3 10/8/2008
BY 100 3.07 10/8/2008
BY 100 3.1 10/8/2008
BY 100 3.12 10/8/2008
BY 100 3.12 10/8/2008
BY 100 3.13 10/8/2008
BY 100 3.13 10/8/2008
BY 1,000 3.13 10/8/2008
BY 100 3.15 10/8/2008
BY 800 3.16 10/8/2008
BY 100 3.18 10/8/2008
BY 100 3.18 10/8/2008
BY 100 3.18 10/8/2008
BY 100 3.2 10/8/2008
BY 300 3.22 10/8/2008
BY 100 3.22 10/8/2008
BY 100 3.22 10/8/2008
BY 100 3.22 10/8/2008
BY 100 3.23 10/8/2008
BY 100 3.23 10/8/2008
BY 100 3.23 10/8/2008
BY 100 3.32 10/8/2008
BY 100 3.33 10/8/2008
BY 100 3.34 10/8/2008
BY 100 3.37 10/8/2008
BY 800 3.46 10/8/2008
BY 659 3.15 10/9/2008
BY 700 3.15 10/9/2008
BY 700 3.15 10/9/2008
BY 700 3.15 10/9/2008
BY 700 3.15 10/9/2008
BY 1,300 3.15 10/9/2008
BY 2,674 3.15 10/9/2008
BY 41 3.15 10/9/2008
BY 59 3.15 10/9/2008
BY 59 3.15 10/9/2008
BY 100 3.15 10/9/2008
BY 100 3.15 10/9/2008
BY 100 3.15 10/9/2008
BY 100 3.15 10/9/2008
BY 141 3.15 10/9/2008
BY 200 3.15 10/9/2008
B-1
TRAN. QTY PRICE TRADE DATE
CODE
BY 241 3.15 10/9/2008
BY 341 3.15 10/9/2008
BY 500 3.15 10/9/2008
BY 500 3.15 10/9/2008
BY 2,500 1.82 10/28/2008
BY 5,000 1.8 10/28/2008
BY 5,900 1.92 10/30/2008
SL 28,400 1.96 10/30/2008
SL 145,900 2.16 11/21/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 100 1.75 11/25/2008
BY 200 1.75 11/25/2008
BY 200 1.75 11/25/2008
BY 300 1.75 11/25/2008
BY 400 1.75 11/25/2008
Investment Advisory Client BY* 220,000 1.7 10/28/2008
BY 138,000 1.95 10/30/2008
BY* 30,000 1.81 11/20/2008
SL 230,314 2.16 11/21/2008
BY 25,500 1.8594 11/25/2008
BY 7,340 1.8389 11/26/2008
BY 11,300 2.07 11/28/2008
RIP BY 1,500 4.11 9/22/2008
BY 5,100 4.131 9/23/2008
BY 2,500 4.3 9/24/2008
BY 2,500 4.3 9/26/2008
BY 12,000 4.102 9/29/2008
BY 10,132 4.0771 9/30/2008
BY 1,200 4.05 10/1/2008
BY 19,700 4.0289 10/2/2008
BY 3,900 3.9341 10/3/2008
BY 28,722 3.7531 10/6/2008
BY 28,678 3.5342 10/7/2008
BY 23,100 3.3967 10/8/2008
BY 12,609 2.9906 10/9/2008
SL 300,000 2.8 10/9/2008
BY 30,050 2.5544 10/10/2008
BY 10,000 2.68 10/13/2008
BY 5,000 2.49 10/15/2008
B-2
TRAN. QTY PRICE TRADE DATE
CODE
BY 2,500 2.43 10/16/2008
BY 600 2.5 10/17/2008
BY 200 2.5 10/21/2008
BY 2,500 2.43 10/22/2008
BY 5,200 2.3506 10/23/2008
BY 6,200 2.0439 10/24/2008
SL* 220,000 1.7 10/28/2008
BRCRT SL* 30,000 1.81 11/20/2008
* Cross at closing price
B-3
EXHIBIT C
AGREEMENT
JOINT FILING OF SCHEDULE 13D
AND ALL FUTURE AMENDMENTS
TO SCHEDULE 13D
Each of the undersigned hereby agrees to file jointly the Statement on
Schedule 13D to which this Agreement is attached, and any amendments to the
Statement on Schedule 13D (the "SCHEDULE 13D") with respect to Common Shares of
Magnetek, Inc. which may be deemed necessary, pursuant to Regulation 13D under
the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is
responsible for the timely filing of such statement and any future amendments to
the Schedule 13D, and for the completeness and accuracy of the information
concerning such party contained therein, but such party is not responsible for
the completeness or accuracy of information concerning any other party unless
such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to the Statement on the Schedule 13D, and any future
amendments to the Schedule 13D, filed on behalf of each of the parties hereto.
Date: December 3, 2008
Riley Investment Partners Master Fund, L.P.
By: Riley Investment Management LLC,
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 & Co, LLC
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
C-1