COMMSCOPE INC, S-3, 1998-08-26

COMMSCOPE INC
S-3, 1998-08-26
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1998

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

COMMSCOPE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------

<TABLE>
<S> <C>
DELAWARE 36-4135495
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATIONNUMBER)
OR ORGANIZATION)
</TABLE>

1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
(828) 324-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------

Jearld L. Leonhardt
Executive Vice President, Finance and Administration
COMMSCOPE, INC.
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
(828) 324-2200
(Name, address, including zip code, and telephone number, including area code,
of Agent for Service)
------------------------------

COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:

<TABLE>
<S> <C>
Lois Herzeca, Esq. Robert E. Buckholz, Jr., Esq.
FRIED, FRANK, HARRIS, SULLIVAN & CROMWELL
SHRIVER & JACOBSON 125 Broad Street
One New York Plaza New York, New York 10004-2498
New York, New York 10004 (212) 558-4000
(212) 859-8000
</TABLE>

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
--------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (1) 8,321,655 shares $18.0313 $150,050,258 $44,265.00
</TABLE>

(1) This registration statement covers (i) the distribution of 3,849,002 shares
by Instrument Partners to its partners and the resale of some of those
shares by certain of the partners as Selling Stockholders; (ii) the sale of
3,387,219 shares by another Selling Stockholder; and (iii) the sale of up to
1,085,434 shares by the Company.

(2) Estimated in accordance with Rule 457 of Regulation C under the Securities
Act of 1933, as amended, solely for the purpose of determining the
registration fee. The above calculation is based on the average of the high
and low sale prices of the Common Stock reported by the New York Stock
Exchange on August 25, 1998.
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE

This Registration Statement covers: (i) the distribution of 3,849,002 shares
of Common Stock, par value $.01 per share ("Common Stock"), of CommScope, Inc.,
a Delaware corporation, by Instrument Partners to its partners and the resale of
some of those shares by certain of the partners as Selling Stockholders; (ii)
the sale of 3,387,219 shares of Common Stock by another Selling Stockholder; and
(iii) the sale of up to 1,085,434 shares by the Company. The same Prospectus is
being used with respect to both the distribution and the sale of shares by the
Selling Stockholders and the Company.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 26, 1998
PROSPECTUS

6,750,000 SHARES

[LOGO]

COMMON STOCK
------------------

All of the 6,750,000 shares of Common Stock of CommScope, Inc. ("CommScope"
or the "Company") offered hereby are being sold by certain stockholders (the
"Selling Stockholders") of the Company. See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of the shares of Common Stock
by the Selling Stockholders.

The Common Stock is listed on the New York Stock Exchange under the symbol
"CTV." On August 25, 1998, the last sale price of the Common Stock as reported
on the New York Stock Exchange was $17.75 per share. See "Price Range of Common
Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING SELLING
PUBLIC DISCOUNT (1) STOCKHOLDERS (2)
<S> <C> <C> <C>
Per Share................................................ $ $ $
Total (3)................................................ $ $ $
</TABLE>

(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."

(2) The Company has agreed to pay certain expenses of the offering estimated at
$625,000.

(3) The Company has granted the Underwriters an option to purchase up to an
additional 1,012,500 shares of Common Stock, exercisable within 30 days
after the date hereof, solely to cover over-allotments, if any. If such
option is exercised in full, the total Price to Public, Underwriting
Discount, Proceeds to Company and Proceeds to Selling Stockholders will be
$ , $ , $ and $ , respectively. See "Underwriting."

------------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about , 1998.

------------------------
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
CIBC OPPENHEIMER
----------------

The date of this Prospectus is , 1998.
<PAGE>
[Caption: Communicating Quality through Cable]

[Pictures depicting: computer screen, reels of cable in warehouse, house,
cellular antenna
tower, mobile telephone, television entertainment center, two people holding a
television
remote control and image on television screen.]

[Logo][Caption: How Intelligence Travels.]

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF COMMON STOCK TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY THE
DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO
APPEARING ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN.
UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES TO THE "COMPANY" OR
"COMMSCOPE" INCLUDE COMMSCOPE, INC. AND ITS DIRECT OR INDIRECT SUBSIDIARIES
INCLUDING COMMSCOPE, INC. OF NORTH CAROLINA ("COMMSCOPE NC"), THE COMPANY'S
PRINCIPAL OPERATING SUBSIDIARY. EFFECTIVE ON JULY 28, 1997 (THE "DISTRIBUTION
DATE"), THE COMPANY WAS SPUN OFF (THE "DISTRIBUTION") FROM ITS FORMER PARENT
COMPANY, GENERAL INSTRUMENT CORPORATION (THE "DISTRIBUTING COMPANY"), THROUGH A
DISTRIBUTION OF THE COMPANY'S SHARES TO THE STOCKHOLDERS OF THE DISTRIBUTING
COMPANY. IMMEDIATELY FOLLOWING THE DISTRIBUTION, THE DISTRIBUTING COMPANY
CHANGED ITS CORPORATE NAME TO "GENERAL SEMICONDUCTOR, INC." ("GENERAL
SEMICONDUCTOR"). ON FEBRUARY 2, 1998 NEXTLEVEL SYSTEMS, INC. (WHICH WAS ALSO
SPUN OFF FROM THE DISTRIBUTING COMPANY) CHANGED ITS CORPORATE NAME TO GENERAL
INSTRUMENT CORPORATION ("GENERAL INSTRUMENT").

GENERAL

The Company is a leading worldwide designer, manufacturer and marketer of a
broad line of coaxial cables and other high-performance electronic and fiber
optic cable products primarily for communications applications including cable
television, telephony and Internet access. The Company is the largest
manufacturer and supplier of coaxial cable for hybrid fiber coaxial ("HFC")
cable systems in the United States, with over 50% market share in 1997 (by sales
volume), and is a leading supplier of coaxial cable for video distribution
applications such as satellite television and security surveillance. The Company
is also a leading provider of high-performance premise wiring for local area
networks ("LAN") and the Company's management believes that it has developed a
next generation wireless antenna cable. The Company sells its products to
approximately 2,500 customers in over 85 countries.

For the year ended December 31, 1997, approximately 82% of the Company's
revenues were to the cable television and video distribution markets, 13% were
for LAN applications and 5% were for other high-performance cable markets
including cable for wireless applications, industrial and other wiring
applications. The Company's revenues and net income for the year ended December
31, 1997 were $599 million and $37 million, respectively. Approximately $200
million (33%) of the Company's revenues were from international customers.

The Company's management believes that the Company is the world's most
technologically advanced, low-cost provider of coaxial cable. As a result of the
Company's leading product offerings, cost-efficient manufacturing processes and
economies of scale resulting from its leading market share, management believes
that the Company is well-positioned to capitalize on the opportunity provided by
the convergence of video, voice and data and the resulting demand for bandwidth
and high speed access. The Company's management also believes that the following
industry trends will drive demand for its products: (i) the endorsement of HFC
cable systems by major cable, telephone and technology companies; (ii)
increasing use of the Internet; (iii) increasing demand for high speed LAN
access; and (iv) the continuing rapid deployment of wireless communications
systems worldwide.

The Company's management believes that, in 1997, the worldwide cable
television ("CATV") coaxial cable market was approximately $900 million, the
domestic LAN cable market was approximately $1.3 billion, and the worldwide
wireless coaxial cable and accessory market was approximately $1.0 billion. The
Company intends to strengthen its leading market share position in coaxial cable
and to continue its product leadership position in the LAN cable market, where
it has been gaining market share, and leverage its coaxial cable technology to
further penetrate the wireless coaxial cable market.

3
<PAGE>
GROWTH STRATEGY

The Company has adopted a growth strategy that will expand, strengthen and
leverage its current market position as the leading worldwide supplier of
coaxial cable for broadband communications. The principal elements of the
Company's growth strategy are the following:

- CAPITALIZE ON HFC PARADIGM SHIFT. To date, a vast majority of video
networks worldwide, such as cable service provider networks, have adopted
the HFC network architecture for video service delivery. Recent events
involving major telecommunications and cable service providers create the
potential to expand the role of HFC networks from a video-centric focus to
a key platform for delivery of a variety of broadband services. These
events include AT&T Corporation's pending acquisition of
Tele-Communications, Inc. ("TCI"), Microsoft Corporation's $1 billion
investment in Comcast Cable Communications, Inc. ("Comcast"), Paul Allen's
acquisition of Marcus Cable and his proposed acquisition of Charter
Communications, Inc. ("Charter") and the recent success of high-speed
cable data services such as @Home Corporation and MediaOne. The Company
believes that the HFC network architecture provides the most
cost-effective bandwidth into the home, enabling both cable and
telecommunications service providers to offer new products and services
such as high speed Internet access, video on demand, Internet protocol
("IP") telephony and high-definition television ("HDTV"). The Company is
well-positioned to benefit from the build out, upgrade and maintenance of
such networks in both domestic and international markets.

- DEVELOP PROPRIETARY PRODUCTS AND EXPAND MARKET OPPORTUNITIES. The Company
maintains an active program to identify new market opportunities and
develop and commercialize products that leverage its core technology and
manufacturing competencies. This strategy has led to the development of
new products and entry into new markets such as satellite cables, LAN
cables, specialized coaxial based telecommunication cables, broadcast
audio and video cables and coaxial cables in conduit. For example, the
Company leveraged its coaxial cable technology to enter the LAN cable
market and developed UltraMedia, a high-end LAN cable product targeted for
high-speed LAN applications. In addition, the Company leveraged its
expertise in aluminum coaxial cable technology to develop
CellReach-Registered Trademark-, a superior copper coaxial cable solution
for the wireless antenna market. CellReach is a technologically superior
product with a lower total lifetime cost of ownership than the current
industry standard and has been installed to date in over 1,000 cellular
and personal communication services ("PCS") sites with leading service
providers such as Nextel Communications, Inc., Sprint Corporation and
BellSouth Corporation. The Company's internal product development strategy
is augmented by acquisitions of cable or related component businesses that
enhance the Company's existing product portfolio or that offer synergistic
cable-related growth opportunities.

- CONTINUOUSLY IMPROVE OPERATING EFFICIENCIES. The Company has invested
approximately $90 million in state-of-the-art manufacturing facilities and
new technologies during the past three fiscal years. These investments
have increased capacity and operating efficiencies, improved management
control and provided more consistent product quality. As a result, the
Company believes that it has become one of the few cable manufacturers
capable of satisfying volume production, time-to-market, time-to-volume
and technology requirements of customers in the communications industry.
The Company believes that its breadth and scale permit it to
cost-effectively invest in improving its operating efficiency through
investments in engineering and cost-management programs and to capture
value in the supply chain through vertical integration projects.

4
<PAGE>
representatives based in Europe, Latin America and the Pacific Rim. In
addition, the Company is able to leverage its domestic cable customer base
with respect to those customers who are also equity investors in
international cable service providers. Although there is current
uncertainty in international markets, the Company believes that it is
well-positioned to benefit over the long-term from future international
growth opportunities. To further improve its ability to service
international customers as well as reduce shipping and importation costs,
the Company intends to establish or acquire international distribution
and/or manufacturing facilities.

- PROVIDE SUPERIOR CUSTOMER SERVICE. The Company believes that its coaxial
cable manufacturing capacity is greater than that of any other
manufacturer, which enables the Company to provide its customers a unique
high-volume service capability. As a result of its 24-hour, seven days per
week continuous manufacturing operations, the Company is able to offer
quick order turnaround services. In addition, management believes that the
ability to offer rapid delivery services, materials management and
logistics services to customers through the Company's private truck fleet
is an important competitive advantage.

SELLING STOCKHOLDERS

Two partnerships formed by affiliates of Forstmann Little & Co. currently
own 7,236,221 shares of Common Stock (approximately 14.7% of the outstanding
shares of Common Stock as of July 31, 1998). Prior to the closing of the
Offering, one of such partnerships will distribute (the "FL Distribution")
3,849,002 shares of Common Stock to the general and limited partners of such
partnership in accordance with the terms of its partnership agreement. The
shares of Common Stock to be sold by the Selling Stockholders in the Offering
consist of shares received by certain of such partners in the FL Distribution
and shares owned by the other partnership. Following the consumation of the
Offering, the partnerships will no longer own any shares of Common Stock of the
Company.

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered by the Selling
Stockholders:.............................. 6,750,000 shares (1)
Common Stock to be Outstanding After the
Offering................................... 49,193,434 shares (1) (2)
Use of Proceeds.............................. The Company will not receive any of the
proceeds from the sale of shares of Common
Stock by the Selling Stockholders. If the
over-allotment option is exercised by the
Underwriters in full, the Company will
receive proceeds of approximately $
(net of underwriting discounts and expenses
payable by the Company). The Company
currently intends to use the net proceeds
from the sale of shares by the Company for
general corporate purposes. See "Use of
Proceeds."
New York Stock Exchange Symbol............... CTV
</TABLE>

- ------------------------
(1) Does not include 1,012,500 shares of Common Stock subject to purchase from
the Company upon exercise by the Underwriters of their over-allotment
option.
(2) Does not include 1,252,901 shares issuable upon the exercise of outstanding
employee stock options as of July 31, 1998.

RISK FACTORS

Purchasers of Common Stock in the Offering should carefully consider the
risk factors set forth under the caption "Risk Factors" and the other
information included in this Prospectus prior to making an investment decision.
See "Risk Factors."

5
<PAGE>
SUMMARY FINANCIAL DATA

The following table presents summary historical financial data of the
Company. The consolidated results of operations data for each of the four years
ended December 31, 1997 and consolidated balance sheet data at the end of each
year are derived from the Company's audited consolidated financial statements.
The consolidated results of operations data for the year ended December 31, 1993
and consolidated balance sheet data at December 31, 1993 are derived from
consolidated financial statements of CommScope NC which were part of the audited
consolidated financial statements of the Distributing Company. The consolidated
financial data as of and for the six months ended June 30, 1997 and 1998 are
derived from the unaudited consolidated financial statements of the Company
that, in the opinion of management, reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of its financial
condition and results of operations as of such dates and for such periods. The
results for the six months ended June 30, 1998 are not necessarily indicative of
the results that may be expected for the full year.

The "Pro Forma Information for the Distribution" presented below is
unaudited and has been prepared giving effect to the Distribution as if it had
occurred at the beginning of each period presented by utilizing the historical
consolidated statements of income of CommScope which were adjusted to reflect a
net debt level of $275 million at the beginning of each period presented at an
assumed weighted average borrowing rate of 6.35% plus the amortization of debt
issuance costs associated with the new borrowings. The historical and pro forma
financial information may not be indicative of the Company's future performance
and does not necessarily reflect what the financial position and results of
operations of the Company would have been had the Company operated as a
separate, stand-alone entity during the periods presented.

The information set forth below should be read in conjunction with the
Company's audited consolidated financial statements included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and the
Company's unaudited condensed consolidated financial statements included in the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1998 (both of which are incorporated herein by reference) and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other financial information included elsewhere herein.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997 1997 1998
--------- --------- --------- --------- --------- --------- ---------

<CAPTION>
(IN THOUSANDS, UNLESS OTHERWISE NOTED, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net sales........................................ $ 341,789 $ 445,328 $ 485,160 $ 572,212 $ 599,216 $ 307,165 $ 275,488
Gross profit..................................... 98,124 127,862 129,428 155,089 141,000 78,611 60,265
Operating income................................. 64,713 87,770 85,263 100,254 79,182 48,491 28,995
Net income....................................... 27,336 45,096 47,331 57,122 37,458 27,105 14,831

PRO FORMA INFORMATION FOR THE DISTRIBUTION (1):
Pro forma net income............................. -- -- -- $ 51,908 $ 34,604 $ 24,661 n/a
Weighted average number of shares outstanding:
Basic.......................................... -- -- -- 49,105 49,107 49,105 49,155
Diluted........................................ -- -- -- 49,200 49,238 49,200 49,456
Basic and diluted earnings per share--pro forma
except for the six months ended June 30,
1998........................................... -- -- -- $ 1.06 $ 0.70 $ 0.50 $ 0.30

OTHER INFORMATION:
Earnings before net interest, taxes and
depreciation and amortization (EBITDA) (2)..... $ 80,892 $ 104,188 $ 102,597 $ 121,045 $ 96,606 $ 59,205 $ 43,239
Depreciation and amortization.................... 16,180 16,422 17,219 18,952 21,677 10,229 12,184
Capital expenditures............................. 10,122 33,089 27,281 33,218 29,871 19,362 9,865

BALANCE SHEET DATA (AT END OF PERIOD):
Total assets..................................... $ 336,281 $ 397,843 $ 412,378 $ 479,885 $ 483,539 $ 509,661 $ 477,960
Working capital.................................. 31,928 69,269 72,908 107,220 112,786 122,294 89,919
Long-term debt, including current maturities
(3)............................................ -- -- 10,800 10,800 265,800 10,800 218,800
Stockholders' equity (3)......................... 300,786 343,169 339,177 393,560 150,032 417,188 165,763
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

6
<PAGE>
(FOOTNOTES FROM PREVIOUS PAGE)

- ------------------------------
(1) Pro forma net income, weighted average number of shares outstanding and
basic and diluted earnings per share have not been presented for 1993, 1994
and 1995 since the Company, through its wholly-owned subsidiary CommScope
NC, was formerly a wholly-owned indirect subsidiary of the Distributing
Company with no separately issued or outstanding equity securities prior to
July 28, 1997, the date of the Distribution. The unaudited pro forma
information for 1996, 1997 and the six months ended June 30, 1997, has been
prepared utilizing the historical consolidated statements of income of
CommScope adjusted to reflect a net debt level of $275 million at the
beginning of each period presented at an assumed weighted average borrowing
rate of 6.35% plus the amortization of debt issuance costs associated with
the new borrowings and a total of 49.1 million common shares outstanding and
49.2 million common and common equivalent shares outstanding for basic and
diluted earnings per share, respectively.

(2) EBITDA is presented not as an alternative measure of operating results or
cash flow (as determined in accordance with generally accepted accounting
principles), but rather to provide additional information related to the
Company's ability to service debt. The EBITDA measure included herein may
not be comparable to similarly titled measures reported by other companies.
For purposes of the EBITDA calculation, amortization of deferred financing
fees of $70 for 1997 and $74 for the six months ended June 30, 1998, is
excluded from net interest. These amounts are included in depreciation and
amortization.

(3) Giving effect to the Distribution as if it had occurred on December 31,
1996, on a pro forma basis long-term debt and stockholders' equity were
$276,800 and $128,348, respectively. Giving effect to the Distribution as if
it had occurred on June 30, 1997, on a pro forma basis long-term debt and
stockholders' equity were $276,800 and $151,976, respectively.

7
<PAGE>
RISK FACTORS

IN ADDITION TO THE MATTERS DESCRIBED IN THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY:

FACTORS RELATING TO THE DISTRIBUTION

In a transaction that was consummated on July 28, 1997, the Distributing
Company (i) transferred all the assets and liabilities relating to the
manufacture and sale of broadband communications products used in the cable
television, satellite and telecommunications industries to its then wholly-owned
subsidiary NextLevel Systems, Inc. (now renamed "General Instrument
Corporation") and all the assets and liabilities relating to the manufacture and
sale of coaxial, fiber optic and other electronic cable used in the cable
television, satellite and other industries to the Company (then a wholly-owned
subsidiary of the Distributing Company) and (ii) then distributed all of the
outstanding shares of capital stock of each of NextLevel Systems, Inc. and the
Company to its stockholders in the Distribution.

The Distribution Agreement, dated as of June 12, 1997, among the Company,
General Instrument and the Distributing Company (the "Distribution Agreement")
and certain other agreements executed in connection with the Distribution
(collectively, the "Ancillary Agreements") allocate among the Company, the
Distributing Company, and General Instrument and their respective subsidiaries
responsibility for various indebtedness, liabilities and obligations. It is
possible that a court would disregard this contractual allocation of
indebtedness, liabilities and obligations among the parties and require the
Company or its subsidiaries to assume responsibility for obligations allocated
to another party, particularly if such other party were to refuse or was unable
to pay or perform any of its allocated obligations.

Pursuant to the Distribution Agreement and certain of the Ancillary
Agreements, the Company has agreed to indemnify the other parties (and certain
related persons) from and after consummation of the Distribution with respect to
certain indebtedness, liabilities and obligations, which indemnification
obligations could be significant.

Although the Distributing Company has received a favorable ruling from the
Internal Revenue Service, if the Distribution were not to qualify as a tax free
spin-off (either because of the nature of the Distribution or because of events
occurring after the Distribution) under Section 355 of the Internal Revenue Code
of 1986, as amended, then, in general, a corporate tax would be payable by the
consolidated group of which the Distributing Company was the common parent based
upon the difference between the fair market value of the stock distributed and
the Distributing Company's adjusted basis in such stock. The corporate level tax
would be payable by General Semiconductor and could substantially exceed the net
worth of General Semiconductor. However, under certain circumstances, the
Company and General Instrument have agreed to indemnify General Semiconductor
for such tax liability. In addition, under the consolidated return rules, each
member of the consolidated group (including the Company and General Instrument)
is severally liable for such tax liability.

DEPENDENCE OF THE COMPANY ON THE CABLE TELEVISION INDUSTRY AND CABLE TELEVISION
CAPITAL SPENDING

The majority of the Company's revenues come from sales to the cable
television industry. Demand for the Company's products depends primarily on
capital spending by cable television operators for constructing, rebuilding or
upgrading their systems. The amount of this capital spending, and, therefore,
the Company's sales and profitability will be affected by a variety of factors,
including general economic conditions, acquisitions of cable television
operators by non-cable television operators, cable system consolidation within
the industry, the financial condition of domestic cable television system
operators and their access to financing, competition from satellite and wireless
television providers and telephone companies, technological developments and new
legislation and regulation of cable television operators. There can be no
assurance that cable television capital spending will increase from historical
levels or that existing levels of cable television capital spending will be
maintained.

8
<PAGE>
In recent years, cable television capital spending has also been affected by
new legislation and regulation, on the federal, state and local level, and many
aspects of such regulation are currently the subject of judicial proceedings and
administrative or legislative proposals. During 1993 and 1994, the Federal
Communications Commission (the "FCC") adopted rules under the Cable Television
Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"),
regulating rates that cable television operators may charge for lower tiers of
service and generally not regulating the rates for higher tiers of service. In
1996, the Telecommunications Act of 1996 (the "Telecom Act") was enacted to
eliminate certain governmental barriers to competition among local and long
distance telephone, cable television, broadcasting and wireless services. The
FCC is continuing its implementation of the Telecom Act which, when fully
implemented, may significantly impact the communications industry and alter
federal, state and local laws and regulations regarding the provision of cable
and telephony services. Among other things, the Telecom Act eliminates
substantially all restrictions on the entry of telephone companies and certain
public utilities into the cable television business. Telephone companies may now
enter the cable television business as traditional cable operators, as common
carrier conduits for programming supplied by others, as operators of wireless
distribution systems, or as hybrid common carrier/cable operator providers of
programming on so-called "open video systems." The economic impact of the 1992
Cable Act, the Telecom Act and the rules thereunder on the cable television
industry and the Company is still uncertain.

Although the domestic cable television industry is comprised of
approximately 11,200 cable systems, a small number of cable television operators
own a majority of cable television systems and account for a majority of the
capital expenditures made by cable television operators. The loss of some or all
of the Company's principal cable television customers could have a material
adverse effect on the business of the Company.

TELECOMMUNICATIONS INDUSTRY COMPETITION AND TECHNOLOGICAL CHANGES AFFECTING THE
COMPANY

Many of the markets that the Company serves are characterized by advances in
information processing and communications capabilities which require increased
transmission speeds and greater capacity ("bandwidth") for carrying information.
These advances require ongoing improvements in the capabilities of wire and
cable products. The Company believes that its future success will depend in part
upon its ability to enhance existing products and to develop and manufacture new
products that meet or anticipate such changes. The failure to introduce
successful new or enhanced products on a timely and cost-competitive basis could
have an adverse impact on the Company's operations and financial condition.

Fiber optic technology presents a potential substitute for the products that
comprise the majority of the Company's sales. To date, fiber optic cables have
penetrated the cable television and LAN markets served by the Company in
high-bandwidth point-to-point and trunking applications. Fiber optic cables have
not, to date, significantly penetrated the local distribution and residential
application markets served by the Company because of the high relative cost of
electro-optic interfaces and the high cost of fiber termination and connection.
At the same time, advances in data transmission equipment and copper cable
technologies have increased the relative performance of copper-based cables
which are the Company's principal product offerings. However, a significant
decrease in the cost of fiber optic systems could make such systems superior on
a price/performance basis to copper systems. While the Company is a fiber optic
cable manufacturer and supplier to a small portion of the cable television
market and certain specialty markets, such a significant decrease in the cost of
fiber optic systems would likely have an adverse effect on the Company.

COMPETITION

The Company's coaxial, fiber optic and electronic cable products compete
with those of a substantial number of foreign and domestic companies, some with
greater resources, financial or otherwise, than the Company, and the rapid
technological changes occurring in the telecommunications industry could lead to
the entry of new competitors. Existing competitors' actions and new entrants may
have an adverse impact

9
<PAGE>
on the Company's sales and profitability. The Company believes that it enjoys a
strong competitive position in the coaxial cable market because of its position
as a low-cost, high-volume coaxial cable producer and its reputation as a
high-quality provider of state-of-the-art cables, along with its strong
orientation toward customer service. However, there can be no assurance that the
Company will continue to compete successfully with its existing competitors or
that it will be able to compete successfully with new competitors.

IMPACT OF PRICE FLUCTUATIONS OF RAW MATERIALS ON THE COMPANY; SOURCES OF RAW
MATERIALS

Fabricated aluminum, copper and plastics are the principal raw materials
purchased by the Company, and the Company's profitability may be affected by
changes in the market prices of these materials (which are linked to the
commodity markets). Historically the Company has generally been able to pass on
increases in the prices of these materials to its customers but has had some
difficulty doing so in recent years due to the competitive pricing environment.
There can be no assurance that the Company will be able to pass on increases to
its customers in the future. Additionally, significant increases in the price of
the Company's products due to increases in the cost of raw materials could have
a negative effect on demand for the Company's products.

A significant portion of the Company's raw material purchases are
bi-metallic center conductors for coaxial cables, nearly all of which are
purchased from Copperweld Corporation under a long-term supply arrangement
expiring in March 2000. In addition to bi-metallic wires, fine aluminum wire is
purchased primarily from a single source; neither of these major raw materials
could be readily replaced in sufficient quantities if all supplies from the
respective primary sources were disrupted for an extended period. Additionally,
fluoronated-ethylene-propylene ("FEP") is produced by two manufacturers and is
currently under allocation by these suppliers. Availability of adequate supplies
of FEP will be critical to future LAN cable sales growth. However, some industry
analysts suggest that additional supplies of FEP may be available as early as
the third quarter of 1998 and may affect LAN industry dynamics and pricing.

INTERNATIONAL OPERATIONS

The Company's sales to international markets will continue to be an
important focus of the Company in the future. Although the Company believes that
future growth in international markets will be a significant contributor to the
Company's overall business over the long-term, the current environment in the
international markets is having a negative impact on 1998 international sales.
There can be no assurance that international markets will expand in the future.
The Asian economic crisis, the strong U.S. dollar and consolidation and merger
activity among cable television operators in the United Kingdom and Brazilian
markets have also recently had a detrimental effect on the Company's
international sales.

International operations are subject to the usual risks inherent in sales
abroad, including risks with respect to currency exchange rates, economic and
political destabilization, restrictive actions by foreign governments,
nationalizations, the laws and policies of the United States affecting trade,
foreign investment and loans and foreign tax laws.

ENVIRONMENT

The Company is subject to various federal, state, local and foreign laws and
regulations governing the use, discharge and disposal of hazardous materials.
The Company's manufacturing facilities are believed to be in substantial
compliance with current laws and regulations. Compliance with current laws and
regulations has not had and is not expected to have a material adverse effect on
the Company's operations and financial condition.

The Company's present and past facilities have been in operation for many
years, and over that time in the course of those operations, such facilities
have used substances which are or might be considered hazardous, and the Company
has generated and disposed of wastes which are or might be considered

10
<PAGE>
hazardous. Therefore, it is possible that additional environmental issues may
arise in the future which the Company cannot now predict.

LEVERAGE; CERTAIN RESTRICTIONS UNDER CREDIT FACILITIES

The Company is substantially leveraged. The degree to which the Company is
leveraged could have important consequences, including the following: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, product development, acquisitions, general
corporate purposes or other purposes may be impaired; (ii) a portion of the
Company's and its subsidiaries' cash flow from operations must be dedicated to
the payment of the principal of and interest on its indebtedness; (iii) the
Credit Agreement, dated as of July 23, 1997 (the "Credit Agreement"), among
CommScope NC, a wholly owned subsidiary of the Company, certain banks, and The
Chase Manhattan Bank, as Administrative Agent, contains certain restrictive
financial and operating covenants, including, among others, requirements that
the Company satisfy certain financial ratios; (iv) a significant portion of the
Company's borrowings will be at floating rates of interest, causing the Company
to be vulnerable to increases in interest rates; (v) the Company's degree of
leverage may make it more vulnerable to a downturn in general economic
conditions; and (vi) the Company's degree of leverage may limit its flexibility
in responding to changing business and economic conditions.

In addition, in a lawsuit by an unpaid creditor or representative of
creditors, such as a trustee in bankruptcy, a court may be asked to void the
Distribution (in whole or in part) as a fraudulent conveyance and to require
that the stockholders return the special dividend (in whole or in part) to
General Semiconductor or require the Company to fund certain liabilities of
General Semiconductor and General Instrument for the benefit of creditors.

11
<PAGE>
THE COMPANY

The Company is a leading worldwide designer, manufacturer and marketer of a
broad line of coaxial cables and other high-performance electronic and fiber
optic cable products primarily for communications applications including cable
television, telephony and Internet access. The Company is the largest
manufacturer and supplier of coaxial cable for HFC cable systems in the United
States, with over 50% market share in 1997 (by sales volume), and is a leading
supplier of coaxial cable for video distribution applications such as satellite
television and security surveillance. The Company is also a leading provider of
high-performance premise wiring for LAN and the Company's management believes
that it has developed a next generation wireless antenna cable. The Company
sells its products to approximately 2,500 customers in over 85 countries.

Effective on July 28, 1997, the Company was spun-off from the Distributing
Company through a distribution of the Company's shares to the stockholders of
the Distributing Company. The Company's principal executive offices are located
at 1375 Lenoir-Rhyne Boulevard, Hickory, North Carolina 28601, and the telephone
number of the Company is (828) 324-2200.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders. If the over-allotment option is
exercised by the Underwriters in full, the Company will receive proceeds of
approximately $ (net of underwriting discounts and expenses payable by the
Company). The Company currently intends to use the net proceeds from the sale of
shares by the Company for general corporate purposes.

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock and does not
anticipate paying such dividends in the foreseeable future. The Credit Agreement
limits the ability of the Company to pay cash dividends to its stockholders. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources." Any determination to pay cash
dividends in the future will be at the discretion of the Company's Board of
Directors and will depend upon the Company's results of operations, financial
condition, contractual restrictions and other factors deemed relevant at that
time by the Company's Board of Directors.

PRICE RANGE OF COMMON STOCK

The Common Stock has been traded on the New York Stock Exchange ("NYSE")
since July 28, 1997 under the symbol "CTV." The following table sets forth the
high and low sale prices for the Common Stock as reported on the NYSE Composite
Tape for the periods indicated.

<TABLE>
<CAPTION>
COMMON
STOCK PRICE
RANGE
------------------
<S> <C> <C>
HIGH LOW
------- -------
1997
Third Quarter (beginning July 28).................................................................. $19 $12 3/4
Fourth Quarter..................................................................................... $14 7/16 $10 3/8

1998
First Quarter...................................................................................... $15 3/16 $11 5/8
Second Quarter..................................................................................... $17 7/16 $13 5/16
Third Quarter (through August 25).................................................................. $20 3/4 $14 7/8
</TABLE>

On August 25, 1998, the closing sale price of the Common Stock on the NYSE
was $17.75 per share.

12
<PAGE>
CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of June 30, 1998 on an actual basis. No pro forma adjustments to the
consolidated capitalization of the Company is presented as it is assumed that
the Underwriters' over-allotment option for 1,012,500 shares is not exercised.
This table should be read in conjunction with the Company's consolidated
financial statements and the notes thereto, incorporated herein by reference,
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1998
-----------------
<S> <C>
(IN THOUSANDS,
EXCEPT SHARE
DATA)
Cash and cash equivalents............................................... $ 7,922
--------
--------
Long-term debt (1):
Credit Agreement.................................................... $ 208,000
IDA Notes........................................................... 10,800
--------
Total debt........................................................ 218,800
--------
Stockholders' equity:
Preferred stock, 20,000,000 shares authorized and none outstanding
Common stock, $.01 par value; 300,000,000 shares authorized and
49,184,732(2) shares issued and outstanding......................... 492
Additional paid-in capital............................................ 141,833
Retained earnings..................................................... 23,438
--------
Total stockholders' equity........................................ 165,763
--------
Total capitalization.............................................. $ 384,563
--------
--------
</TABLE>

- ------------------------

(1) For information concerning the Company's outstanding debt, see Note 9 to the
audited consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, incorporated herein by reference.

(2) Does not include shares issued subsequent to June 30, 1998 pursuant to the
exercise of options.

13
<PAGE>
SELECTED FINANCIAL DATA

The following table presents selected historical financial data of the
Company. The consolidated results of operations data for each of the four years
ended December 31, 1997 and consolidated balance sheet data at the end of each
year are derived from the Company's audited consolidated financial statements.
The consolidated results of operations data for the year ended December 31, 1993
and consolidated balance sheet data at December 31, 1993 are derived from
consolidated financial statements of CommScope NC which were part of the audited
consolidated financial statements of the Distributing Company. The consolidated
financial data as of and for the six months ended June 30, 1997 and 1998 are
derived from the unaudited consolidated financial statements of the Company
that, in the opinion of management, reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of its financial
condition and results of operations as of such dates and for such periods. The
results for the six months ended June 30, 1998 are not necessarily indicative of
the results that may be expected for the full year.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1993 1994 1995 1996 1997 1997 1998
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, UNLESS OTHERWISE NOTED, EXCEPT PER SHARE DATA)
RESULTS OF OPERATIONS:
Net sales.................................. $ 341,789 $ 445,328 $ 485,160 $ 572,212 $ 599,216 $ 307,165 $ 275,488
Gross profit............................... 98,124 127,862 129,428 155,089 141,000 78,611 60,265
Operating income........................... 64,713 87,770 85,263 100,254 79,182 48,491 28,995
Net income................................. 27,336 45,096 47,331 57,122 37,458 27,105 14,831

PRO FORMA INFORMATION FOR THE DISTRIBUTION (1):
Pro forma net income....................... -- -- -- $ 51,908 $ 34,604 $ 24,661 n/a
Weighted average number of shares
outstanding:
Basic.................................... -- -- -- 49,105 49,107 49,105 49,155
Diluted.................................. -- -- -- 49,200 49,238 49,200 49,456
Basic and diluted earnings per share--pro
forma except for the six months ended
June 30, 1998............................ -- -- -- $ 1.06 $ 0.70 $ 0.50 $ 0.30

OTHER INFORMATION:
Earnings before net interest, taxes and
depreciation and amortization (2)........ $ 80,892 $ 104,188 $ 102,597 $ 121,045 $ 96,606 $ 59,205 $ 43,239
Depreciation and amortization.............. 16,180 16,422 17,219 18,952 21,677 10,229 12,184
Capital expenditures....................... 10,122 33,089 27,281 33,218 29,871 19,362 9,865

BALANCE SHEET DATA (AT END OF PERIOD):
Total assets............................... $ 336,281 $ 397,843 $ 412,378 $ 479,885 $ 483,539 $ 509,661 $ 477,960
Working capital............................ 31,928 69,269 72,908 107,220 112,786 122,294 89,919
Long-term debt, including current
maturities (3)........................... -- -- 10,800 10,800 265,800 10,800 218,800
Stockholders' equity (3)................... 300,786 343,169 339,177 393,560 150,032 417,188 165,763
</TABLE>

(footnotes on following page)

14
<PAGE>
(footnotes from previous page)

- ------------------------------
(1) Pro forma net income, weighted average number of shares outstanding and
basic and diluted earnings per share have not been presented for 1993, 1994
and 1995 since the Company, through its wholly-owned subsidiary CommScope,
NC, was formerly a wholly-owned indirect subsidiary of the Distributing
Company with no separately issued or outstanding equity securities prior to
July 28, 1997, the date of the Distribution. The unaudited pro forma
information for 1996, 1997 and the six months ended June 30, 1997, has been
prepared utilizing the historical consolidated statements of income of
CommScope adjusted to reflect a net debt level of $275 million at the
beginning of each period presented at an assumed weighted average borrowing
rate of 6.35% plus the amortization of debt issuance costs associated with
the new borrowings and a total of 49.1 million common shares outstanding and
49.2 million common and common equivalent shares outstanding for basic and
diluted earnings per share, respectively.

15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997

HIGHLIGHTS

CommScope reported net income of $8 million ($0.17 per basic and diluted
share) for the quarter ended June 30, 1998, a decrease of $5 million (34%) from
the quarter ended June 30, 1997 net income of $13 million. On a pro forma basis,
net income for the quarter ended June 30, 1997 was $12 million ($0.24 per basic
and diluted share).

For the six months ended June 30, 1998, CommScope reported net income of $15
million ($0.30 per basic and diluted share), a decrease of $12 million (45%)
from the six months ended June 30, 1997 net income of $27 million. On a pro
forma basis, net income for the six months ended June 30, 1997 was $25 million
($0.50 per basic and diluted share)

Pro forma net income and earnings per share for 1997 reflect the impact of
CommScope's new capital structure immediately following the Distribution, which
was consummated on the Distribution Date, assuming that all Common Stock issued
and long term debt borrowings as of the Distribution Date were outstanding since
January 1, 1997.

Net income for the six months ended June 30, 1998 includes a one-time
pre-tax gain of $2 million related to the sale of the Company's high-temperature
aerospace and industrial cables business. Excluding the gain, net income for the
six months ended June 30, 1998 was $13 million ($0.27 per share).

NET SALES

Net sales for the second quarter and six months ended June 30, 1998
decreased $17 million (11%) to $142 million and $32 million (10%) to $275
million, respectively, from the comparable prior year periods. The decrease in
net sales is due primarily to a significant reduction in international sales due
to the economic turmoil in key overseas markets.

For the second quarter and six months ended June 30, 1998 international
sales decreased by 38% and 41%, respectively, compared to the corresponding
periods in 1997, driven by reduced sales in the Asian markets and in Latin
America. International sales for the six months ended June 30, 1998 represented
24% of the Company's net sales compared to 36% for the comparable period of
1997. However, international sales for the second quarter 1998 increased by 17%
over the first quarter 1998, including increases in sales to the Asian markets.

Net sales to cable television and other video distribution markets ("CATV
Products") for the second quarter and six months ended June 30, 1998 decreased
$23 million (17%) to $112 million and $40 million (16%) to $216 million,
respectively, from the comparable prior year periods. These decreases primarily
reflect the lower international sales in 1998 as compared to 1997. Domestically,
excluding sales to telephone companies, sales of CATV Products increased by 6%
for the second quarter 1998 compared to the second quarter of 1997.

Net sales for LAN and other data applications ("LAN Products") for the
second quarter and six months ended June 30, 1998 increased $3 million (18%) to
$21 million and $7 million (18%) to $43 million, respectively, over the
comparable prior year periods. The sales increases for LAN Products are due to
sales of Category 5 premise wiring and continued development and marketing of
high-performance cable, such as the UltraMedia-TM- cable, which supports gigabit
transmission and exceeds the highest

16
<PAGE>
industry standards. Sales of other cable products for the second quarter and six
months ended June 30, 1998 were $9 million and $16 million, respectively, as
compared to $7 million and $14 million for the comparable periods in 1997.

GROSS PROFITS (NET SALES LESS COST OF SALES)

Gross profit for the second quarter and six months ended June 30, 1998 was
$33 million and $60 million, respectively, compared to $39 million and $79
million for the comparable prior year periods, a decrease of 17% and 23%,
respectively. The lower gross profit is primarily the result of the lower sales
and slightly lower selling prices for CATV Products due to a competitive pricing
environment. Lower overhead costs in the six months ended June 30, 1997, driven
primarily by reduced warranty-related provisions due to lower expectations of
claims, contributed partially to the higher 1997 gross profit.

As a percentage of sales, gross profit declined from 26% for the six months
ended June 30, 1997 to 22% for the comparable period of 1998. For the second
quarter 1998, gross profit as a percentage of sales was 23% compared to 25% for
the second quarter 1997.

The gross profit percentage of 23% for the second quarter 1998 was an
approximate 250 basis point increase from the first quarter 1998 gross profit
percentage of less than 21%. This improvement reflects the impact of the
Company's focus on engineered cost savings and manufacturing efficiencies as
well as improving sales volumes. The Company expects modest improvement in gross
profit percentages during the remainder of fiscal 1998, assuming selling prices
remain stable.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative ("SG&A") expense for the second quarter
and six months ended June 30, 1998 was $13 million and $25 million,
respectively, unchanged from the comparable prior year periods. As a percentage
of net sales, SG&A expense was 9% for the second quarter and six months ended
June 30, 1998 and 8% for the comparable periods of 1997.

RESEARCH AND DEVELOPMENT

Research and development expense as a percentage of net sales was 1% during
all periods. The Company has ongoing programs to develop new products and market
opportunities for its products and core capabilities and new manufacturing
technologies to achieve cost reductions.

OTHER INCOME, NET

In February 1998, the Company sold certain real and personal property and
inventories of its high-temperature aerospace and industrial cables business for
an adjusted price of $13 million. The Company recognized a pre-tax gain from the
sale of $2 million ($0.03 per share, net of tax effect).

INTEREST EXPENSE

Interest expense for the second quarter and six months ended June 30, 1998,
totaling $4.1 million and $8.3 million, respectively, represents actual interest
incurred on outstanding borrowings under the Company's credit facilities.
Interest expense for the second quarter and six months ended June 30, 1997
represents an allocation of net interest expense from the Distributing Company,
which was based upon the Company's net assets as a percentage of the total net
assets of the Distributing Company.

Pro forma net interest expense for the second quarter and six months ended
June 30, 1997, totaling $4.6 million and $9.3 million, respectively, reflects
the historical interest expense of the Company adjusted to reflect a net debt
level of $275 million at the beginning of 1997 presented at an assumed weighted
average borrowing rate of 6.35% plus the amortization of debt issuance costs
associated with the new borrowings incurred at the Distribution. These pro forma
net interest costs are not necessarily indicative of

17
<PAGE>
what the actual interest costs would have been had CommScope operated as a
separate, stand-alone entity. The reduction in actual interest costs during 1998
as compared to the pro forma interest costs for the comparable periods of 1997
is due to the reduction in borrowings under the Company's credit facility since
the Distribution.

INCOME TAXES

The effective tax rate was 36% for the six months ended June 30, 1998 and
38% for the comparable period of 1997. The provision for income taxes for the
six months ended June 30, 1997 has been determined as if the Company had filed
separate tax returns under its previously existing structure as an indirect
wholly owned subsidiary of the Distributing Company.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1997 WITH THE YEAR ENDED DECEMBER 31,
1996

NET SALES

Net sales for the year ended December 31, 1997 were $599.2 million compared
to $572.2 million in 1996, an increase of 5%. The following table presents the
Company's revenues (in millions) by product line and domestic versus
international sales for the years ended December 31, 1997 and 1996,
respectively:

<TABLE>
<CAPTION>
1997 % OF 1997 1996 % OF 1996
NET SALES NET SALES NET SALES NET SALES
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CATV Products........................................................ $ 491.5 82.0 $ 489.4 85.5
LAN Products......................................................... 76.6 12.8 66.5 11.6
Other products....................................................... 31.1 5.2 16.3 2.9
----------- ----- ----------- -----
Total........................................................ $ 599.2 100.0 $ 572.2 100.0
----------- ----- ----------- -----
----------- ----- ----------- -----
Domestic sales....................................................... $ 398.8 66.6 $ 371.3 64.9
International sales.................................................. 200.4 33.4 200.9 35.1
----------- ----- ----------- -----
Total........................................................ $ 599.2 100.0 $ 572.2 100.0
----------- ----- ----------- -----
----------- ----- ----------- -----
</TABLE>

Sales of CATV Products in 1997 were essentially equal to 1996 levels.
Domestically, sales of CATV were primarily to multiple system operators using
HFC networks, who continued their upgrading activities. Excluding sales to our
largest domestic customer, sales to domestic multiple system operators increased
by approximately 10% in 1997 as compared to 1996. These domestic sales increases
were mostly offset by lower sales volume to the Company's largest customer.

International sales of CATV Products, which represent most of the Company's
international sales activity, were also equal to 1996 international sales
levels. Excluding sales to Asia and the Pacific Rim market, international sales
increased approximately 11% in 1997 compared to 1996. However, sales to the
Pacific Rim region decreased by $15 million primarily as a result of economic
conditions in the region and changes in the Australian market due to certain
governmental regulation changes and other events affecting the market for cable
products in that country. CATV Products sales to Australia were $10.3 million in
1997, a decrease of $14.4 million from 1996 sales of $24.7 million, and could
potentially be lower in 1998.

Sales of LAN Products increased 15% in 1997 compared to 1996, primarily due
to higher sales volume for premise wiring of local area networks. The higher
sales volumes of LAN Products has been achieved through the expansion of
manufacturing capacity and facilities dedicated to these products, the
introduction of cable products with enhanced electrical and physical performance
and the acquisition of LAN Products product lines from Teledyne Industries, Inc.
in May 1996.

18
<PAGE>
Average selling prices for both CATV Products and LAN Products were down in
1997 compared to 1996, primarily attributable to competitive price reductions in
the market for these products, and offset favorable unit sales volume growth for
most products.

Sales of other products, which increased $14.8 million in 1997 compared to
1996, primarily represent sales of the High-Temperature Aerospace and Industrial
Cable Products Business, acquired along with certain other assets primarily used
in the production of certain LAN Products from Teledyne Industries, Inc. in May
1996. Sales of the High-Temperature Aerospace and Industrial Cable Products
Business totaled $16.5 million in 1997 and $7.3 million in 1996 subsequent to
the acquisition, representing $9.2 million of the increase in sales of other
products for 1997. In February 1998 the Company sold the facility, equipment and
inventories of the High-Temperature Aerospace and Industrial Cable Products
Business for approximately $13 million. Other sales, primarily of wiring
products used in telecommunication applications, totaled $14.6 million in 1997
compared to $9.0 million in 1996. Sales of CellReach products, included in other
sales, were less than 1% of net sales in both 1997 and 1996.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit decreased $14.1 million, or 9%, to $141.0 million in 1997
compared to 1996 gross profit of $155.1 million. Gross profit as a percentage of
net sales was 23.5% in 1997 and 27.1% in 1996. The reduction in gross profit and
gross profit percentage is attributable to the competitive pricing in the
marketplace, increased raw material costs (particularly in aluminum and
plastics, which account for more than 50% of the Company's total raw material
costs), low gross profit percentages in the High-Temperature Aerospace and
Industrial Cable Products Business, and negative gross profit percentages
generated during the introduction phase of the CellReach product.

During 1997, particularly in the third and fourth quarters, the Company made
significant progress in the introduction of the CellReach product. More than 500
cellular and PCS sites were successfully installed with CellReach products,
including customers such as Nextel Communications Inc., BellSouth Corporation,
Sprint Corporation and Air Touch. The Company believes that this product offers
growth opportunities for 1998 and beyond because of its superior technical
performance and installed cost advantages and expects to achieve at least a
break-even gross profit on the CellReach product line in 1998. For 1997,
CellReach manufacturing start-up costs negatively impacted gross profit
percentage by approximately 70 basis points.

OPERATING EXPENSES

SG&A expense increased $6.1 million, or 14%, in 1997 to $50.4 million
compared to $44.3 million in 1996, primarily due to increased marketing and
selling expenditures in support of the higher sales volumes for CATV Products
and LAN Products and the development of a sales force to support the sale of
CellReach products. The Company increased its sales force, field support and
marketing activities to take advantage of increased growth opportunities in
international cable and network markets. General and administrative expenditures
related to the Distribution also contributed slightly to the increase in overall
SG&A costs. As a percentage of net sales, SG&A expense was 8.4% in 1997 and 7.7%
in 1996.

Research and development expense increased $0.9 million, or 17%, to $6.2
million in 1997 compared to $5.3 million in 1996. The increase resulted from the
Company's ongoing programs to develop new products and market opportunities for
its products and core capabilities and from programs to develop new
manufacturing technologies designed to achieve cost reductions.

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OTHER INCOME (EXPENSE), NET

Other expense, net was $4.2 million in 1997 and other income, net was $1.8
million in 1996. These amounts primarily reflect the Company's share of income
or loss generated by its 49% investment in an Australian joint venture (acquired
in August 1995).

Due to certain governmental regulation changes and other events affecting
the market for cable products in Australia during 1997, manufacturing operations
of the joint venture were suspended in August 1997 and formally discontinued by
decision of the joint venture's directors in December 1997. During the fourth
quarter of 1997, the Company recorded pre-tax charges of $3.9 million as other
expense to reduce its total current financial investment in the joint venture to
expected net realizable value. Net of tax benefits of $0.8 million, these
charges reduced 1997 net income by $3.1 million ($0.06 per share).

NET INTEREST EXPENSE AND INCOME TAXES

Net interest expense prior to the Distribution represents an allocation of
interest expense from the Distribution Company and was allocated based upon the
Company's net assets as a percentage of the total net assets of the Distribution
Company. Net interest expense subsequent to the Distribution represents the
actual interest expense on outstanding borrowings under the Company's credit
facilities offset by interest income earned primarily on money market cash
deposits. Net interest expense was $13.5 million in 1997 compared to $10.0
million in 1996.

On a pro forma basis, net interest expense was $18.1 million in 1997
compared to $18.4 million in 1996. Pro forma net interest expense reflects the
historical interest expense of the Company adjusted to reflect a net debt level
of $275 million at the beginning of each period presented prior to the
Distribution at an assumed weighted average borrowing rate of 6.35% for each
period plus the amortization of debt issuance costs associated with the new
borrowings. The reduction in pro forma net interest expense is attributable to
the reduction in borrowings under the Company's Credit Agreement since the
Distribution Date.

The provision for income taxes has been determined as if the Company had
filed separate tax returns under its existing structure for the periods
presented prior to the Distribution. The Company's effective tax rate was 38% in
both 1996 and in 1997 up to the Distribution. The effective tax rate for the
year ended December 31, 1997 was 39.1%, with the increase in the effective rate
attributable to the fourth quarter charges related to the Australian joint
venture which will be partially nondeductible for tax purposes. As an
independent taxpayer subsequent to the Distribution, the Company's effective tax
rates in future years could vary from historical effective tax rates depending
on the Company's future tax elections.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $51 million for the six months ended June
30, 1998 compared to $23 million for the comparable prior year period, an
increase of $28 million or 122%. This increase primarily results from lower
levels of working capital at June 30, 1998 as compared to December 31, 1997.

Working capital was $90 million at June 30, 1998 compared to $113 million at
December 31, 1997, a decrease of $23 million, or 20%. The decrease in working
capital is due to lower inventory levels and an increase in accounts payable and
accrued liabilities. Based on current levels of orders and backlog, management
of the Company believes that working capital levels are appropriate to support
future operations.

During the six months ended June 30, 1998 the Company invested $10 million
in equipment and facilities compared to $19 million for the comparable period in
1997. The capital spending in each period was primarily attributable to capacity
expansion, particularly for LAN Products, equipment upgrades and vertical
integration projects to meet increased current and anticipated future business
demands. During

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the six months ended June 30, 1998 the Company received initial cash proceeds of
$10 million related to the sale of its high temperature aerospace and industrial
cables business.

The Company's principal sources of liquidity both on a short-term and
long-term basis are cash flows provided by operations and funds available under
long-term credit facilities. During the six months ended June 30, 1998 the
Company repaid $47 million under its revolving credit facility. Management
believes that, based upon its analysis of the Company's consolidated financial
position and the expected results of its operations in the future, the Company
will have sufficient cash flows from future operations and the financial
flexibility to attract both short- and long-term capital on acceptable terms as
may be needed to fund operations, capital expenditures and other growth
objectives. There can be no assurance, however, that future industry-specific
developments, general economic trends or other situations will not adversely
affect the Company's operations or its ability to meet its cash requirements.

In the normal course of business, CommScope uses various financial
instruments, including derivative financial instruments, for purposes other than
trading. Non-derivative financial instruments include letters of credit and
commitments to extend credit (accounts receivable). The Company controls its
exposure to credit risk associated with its financial instruments through credit
approvals, credit limits and monitoring procedures. At June 30, 1998, in
management's opinion, CommScope did not have any significant exposure to any
individual customer or counter-party, nor did CommScope have any significant
concentration of credit risk related to any financial instrument.

Derivative financial instruments utilized by CommScope, which are not
entered into for speculative purposes, include commodity pricing contracts,
foreign currency exchange contracts, and contracts hedging exposure to interest
rates. At June 30, 1998, the Company evaluated its commodity pricing and foreign
currency exchange exposures and concluded that it was not currently beneficial
to use financial instruments to hedge its current positions with respect to
those exposures. As of June 30, 1998, the Company had entered into interest rate
swap agreements to effectively convert an aggregate amount of $100 million of
outstanding variable-rate borrowings to a fixed-rate basis. Contracts for
notional amounts of $50 million each expire in February and April 1999,
respectively. The contract expiring in April 1999 may be terminated at the
option of the counter-party to the swap agreement in October 1998. Under the
agreements, interest settlement payments will be made quarterly based upon the
spread between the three month LIBOR, as adjusted quarterly, and fixed rates of
5.92% and 5.79% respectively. Net payments or receipts resulting from the swap
agreements are recorded as adjustments to interest expense in each quarter.

At June 30, 1998, the weighted average effective interest rate on
outstanding borrowings and associated credit fees under the Credit Agreement and
the Alabama State Industrial Development Authority Notes was 6.9%.

NEWLY ISSUED ACCOUNTING STANDARDS

In June 1997, Statement of Financial Accounting Standard ("SFAS") No. 130,
"Reporting Comprehensive Income," was issued. SFAS No. 130 will require
disclosure of comprehensive income (which is defined as "the change in equity
during a period excluding changes resulting from investments by shareholders and
distributions to shareholders") and its components. SFAS No. 130 is effective
for fiscal years beginning after December 15, 1997, with reclassification of
comparative years required. The Company plans to provide appropriate financial
statement disclosures under SFAS No. 130 in its Form 10-K for the fiscal year
ended December 31, 1998. Had the new standard been applied for the three months
and six months ended June 30, 1998, comprehensive income would not differ from
net income for all periods presented in the condensed consolidated statements of
income.

Also in June 1997, SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," was issued. SFAS No. 131 is effective for
fiscal years beginning after December 15, 1997. The Company plans to provide
appropriate financial statement disclosures under SFAS No. 131 in its Form

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10-K for the fiscal year ended December 31, 1998. SFAS No. 131 redefines how
operating segments are determined and requires disclosure of certain financial
and descriptive information about a company's operating segments. Management is
currently evaluating the effect of SFAS No. 131 on the Company's current
disclosures.

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. The new standard requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133 is effective for the Company beginning with the year ending
December 31, 2000. Management is currently evaluating the effects of SFAS No.
133 on the Company's financial statements and current disclosures.

YEAR 2000

CommScope recognizes the issues associated with Year 2000 date processing
and has appointed a corporate-wide project team to address these issues. The
Year 2000 team is coordinating the identification, evaluation, and
implementation of changes to computer systems and applications necessary to
achieve a Year 2000 date conversion. CommScope's products themselves --
high-performance, high-bandwidth cables for the telecommunications industry --
are not affected by this problem. The Company is, however, dependent upon
internal computer systems as well as those of its vendors who provide essential
materials and services. The multifunctional task force has been set up to
address each of these areas. Furthermore, all hardware and software specified
for future purchase are required to be Year 2000 compliant.

A portion of CommScope's internal financial and operating systems has been
developed in-house. Modifications to these systems have been in progress by
Company personnel since early 1997. It is expected that these changes will be
significantly completed by the end of 1998. Full Year 2000 compliance for
internal systems is expected to be achieved by June 1999. CommScope does not
believe that the costs of addressing the Year 2000 software issue will be
material to CommScope's results of operations, financial condition or cash
flows.

In addition to the personal computer and mainframe system and application
vendors, CommScope is working with its key suppliers of raw materials,
equipment, facilities and services. An inventory of affected equipment, products
and services has been developed to identify those areas critical to the
operation of the Company. The Company is evaluating the status of its key
suppliers toward achieving Year 2000 compliance and their ability to provide an
uninterrupted level of service at the change of the Millennium. In addition to
asking these suppliers to certify that they are Year 2000 compliant, CommScope
will also evaluate compliance through internal testing, where feasible, to
verify the modifications are effective. However, the Company can give no
assurance that the systems of other companies on which the Company relies will
be converted on time or that a failure to convert by another company or a
conversion that is incompatible with the Company's systems would not have a
material adverse effect on the Company.

EFFECTS OF INFLATION

The Company continually attempts to minimize any effect of inflation on
earnings by controlling its operating costs and selling prices. During the past
few years, the rate of inflation has been low and has not had a material impact
on the Company's results of operations.

The principal raw materials purchased by CommScope (fabricated aluminum,
copper and plastics) are subject to changes in market prices as these materials
are linked to the commodity markets. To the extent that CommScope is unable to
pass on cost increases to customers, the cost increases could have a significant
impact on the results of operations of CommScope. In 1997 commodity prices
related to raw materials made of aluminum, copper and plastics increased at
rates higher than general inflation and, if this trend continues, could have a
negative effect on operating results in 1998 compared to 1997.

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BUSINESS

The Company is a leading worldwide designer, manufacturer and marketer of a
broad line of coaxial cables and other high-performance electronic and fiber
optic cable products primarily for communications applications including cable
television, telephony and Internet access. The Company is the largest
manufacturer and supplier of coaxial cable for HFC cable systems in the United
States, with over 50% market share in 1997 (by sales volume), and is a leading
supplier of coaxial cable for video distribution applications such as satellite
television and security surveillance. The Company is also a leading provider of
high-performance premise wiring for LAN and the Company's management believes it
has developed a next generation wireless antenna cable. The Company sells its
products to approximately 2,500 customers in over 85 countries.

The Company's management believes that the Company is the world's most
technologically advanced, low-cost provider of coaxial cable. As a result of the
Company's leading product offerings, cost-efficient manufacturing processes and
economies of scale resulting from its leading market share, management believes
that the Company is well-positioned to capitalize on the opportunity provided by
the convergence of video, voice and data and the resulting demand for bandwidth
and high speed access. The Company's management also believes that the following
industry trends will drive demand for its products: (i) the endorsement of HFC
cable systems by major cable, telephone and technology companies; (ii)
increasing use of the Internet; (ii) increasing demand for high speed LAN
access; and (iv) the continuing rapid deployment of wireless communications
systems worldwide.

The Company's management believes that, in 1997, the worldwide CATV coaxial
cable market was approximately $900 million, the domestic LAN cable market was
approximately $1.3 billion, and the worldwide wireless coaxial cable and
accessory market was approximately $1.0 billion. The Company intends to
strengthen its leading market share position in coaxial cable and to continue
its product leadership position in the LAN cable market, where it has been
gaining market share, and leverage its coaxial cable technology to further
penetrate the wireless coaxial cable market.

GROWTH STRATEGY

- CAPITALIZE ON HFC PARADIGM SHIFT. To date, a vast majority of video
networks worldwide, such as cable service provider networks, have adopted
the HFC network architecture for video service delivery. Recent events
involving major telecommunications and cable service providers create the
potential to expand the role of HFC networks from a video-centric focus to
a key platform for delivery of a variety of broadband services. These
events include AT&T Corporation's pending acquisition of TCI, Microsoft
Corporation's $1 billion investment in Comcast, Paul Allen's acquisition
of Marcus Cable and his proposed acquisition of Charter, and the recent
success of high-speed cable data services such as @Home Corporation and
MediaOne. The Company believes that the HFC network architecture provides
the most cost-effective bandwidth into the home, enabling both cable and
telecommunications service providers to offer new products and services
such as high speed Internet access, video on demand, IP telephony and
HDTV. The Company is well-positioned to

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<PAGE>
benefit from the build out, upgrade and maintenance of such networks in
both domestic and international markets.

- DEVELOP PROPRIETARY PRODUCTS AND EXPAND MARKET OPPORTUNITIES. The Company
maintains an active program to identify new market opportunities and
develop and commercialize products that leverage its core technology and
manufacturing competencies. This strategy has led to the development of
new products and entry into new markets such as satellite cables, LAN
cables, specialized coaxial based telecommunication cables, broadcast
audio and video cables and coaxial cables in conduit. For example, the
Company leveraged its coaxial cable technology to enter the LAN cable
market and developed UltraMedia, a high-end LAN cable product targeted for
high-speed LAN applications. In addition, the Company leveraged its
expertise in aluminum coaxial cable technology to develop CellReach, a
superior copper coaxial cable solution for the wireless antenna market.
CellReach is a technologically superior product with a lower total
lifetime cost of ownership than the current industry standard and has been
installed to date in over 1,000 cellular and PCS sites with leading
service providers such as Nextel Communications, Inc., Sprint Corporation
and BellSouth Corporation. The Company's internal product development
strategy is augmented by acquisitions of cable or related component
businesses that enhance the Company's existing product portfolio or that
offer synergistic cable-related growth opportunities.

- LEVERAGE GLOBAL PLATFORM. In the past few years, the Company has become a
major supplier of coaxial cable to international markets, principally
Europe, Latin America and the Pacific Rim, for the cable television and
broadband services industries. In 1997, the Company had approximately 375
international customers in over 85 countries representing approximately
$200 million (33%) of the Company's 1997 revenue. To support its
international sales efforts, the Company has sales representatives based
in Europe, Latin America and the Pacific Rim. In addition, the Company is
able to leverage its domestic cable customer base with respect to those
customers, who are also equity investors in international cable service
providers. Although there is current uncertainty in international markets,
the Company believes that it is well-positioned to benefit over the
long-term from future international growth opportunities. To further
improve its ability to service international customers as well as reduce
shipping and importation costs, the Company intends to establish or
acquire international distribution and/or manufacturing facilities.

- PROVIDE SUPERIOR CUSTOMER SERVICE. The Company believes that its coaxial
cable manufacturing capacity is greater than that of any other
manufacturer, which enables the Company to provide its customers a unique
high-volume service capability. As a result of its 24-hour, seven days per
week continuous manufacturing operations, the Company is able to offer
quick order turnaround services. In addition, management believes that the
ability to offer rapid delivery services, materials management and
logistics services to customers through its private truck fleet is an
important competitive advantage.

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BUSINESS UNITS

The Company manufactures and sells cable for three broad market segments:
CATV and other video applications, LAN applications and other cable products.

DOMESTIC CABLE TV MARKET. The Company designs, manufactures and markets
primarily coaxial cable, most of which is used in the cable television industry.
The Company manufactures two primary types of coaxial cable: semi-flexible,
which has an aluminum or copper outer tubular shield or outer conductor; and
flexible, which is typically smaller in diameter than semi-flexible coaxial
cable and has a more flexible outer conductor typically made of metallic tapes
and braided fine wires. Semi-flexible coaxial cables are used in the trunk and
feeder distribution portion of cable television systems, and flexible coaxial
cables (also known as drop cables) are used for connecting the feeder cable to a
residence or business or for some other communications applications. The Company
also manufactures fiber optic cable primarily for the cable television industry.

Cable television service traditionally has been provided primarily by cable
television system operators ("MSOs") that have been awarded franchises from the
municipalities they serve. In response to increasing competitive pressures, MSOs
have been expanding the variety of their service offerings not only for video,
but for Internet access and telephony, which generally requires increasing
amounts of cable and system bandwidth. MSOs have generally adopted, and the
Company's management believes that for the foreseeable future will continue to
adopt, HFC cable system designs when seeking to increase system bandwidth. Such
systems combine the advantages of fiber optic cable in transmitting clear
signals over a long distance without amplification, and the advantages of
coaxial cable in ease of installation, low cost and compatibility with the
receiving components of the customer's communications devices. The Company's
management believes that: (1) MSOs are likely to increase their use of fiber
optic cable for the trunk and feeder portions of their cable systems; (2) there
will be an ongoing need for high-capacity coaxial cable for the local
distribution and street-to-the-home portions of the cable system; and (3)
coaxial cable remains the most cost effective means for the transmission of
broadband signals to the home or business over shorter distances in cable
networks. For local distribution purposes, coaxial cable has the necessary
signal carrying capacity or bandwidth to handle upstream and downstream signal
transmission.

The construction, expansion and upgrade of cable systems require significant
capital investment by cable operators. MSOs have been significant borrowers from
the credit and capital markets, and, accordingly, capital spending within the
domestic cable television industry has historically been cyclical, depending to
a significant degree on the availability of credit and capital. The cable
television industry has also been subject to varying degrees of both national
and local government regulation, most recently, the Telecom Act and the 1992
Cable Act, and their implementing regulations adopted in 1993 and 1994. Regional
Bell Operating Companies ("RBOCs") and other telephone service providers have
generally been subject to regulatory restrictions which prevented them from
offering cable television service within their franchise telephone areas.
However, the Telecom Act removes or phases out many of the regulatory and sale
restrictions affecting MSOs and telephone operating companies in the offering of
video and telephone services. The Company's management believes that the Telecom
Act will encourage competition among MSOs, telephone operating companies and
other communications companies in offering video, telephone and data services
such as Internet access to consumers, and that providers of such services will
upgrade their present communications delivery systems. The Company has provided
coaxial cables to most major U.S. telephone operating companies, several of
which are installing broadband networks for the delivery of video, telephone and
other services to some portion of their telephone service areas. The broadband
networks proposed by some of the telephone companies utilize HFC technologies
similar to those employed by many cable television operators. See "Risk
Factors--Dependence of the Company on the Cable Television Industry and Cable
Television Capital Spending."

INTERNATIONAL MARKETS. Cable system designs utilizing HFC technology are
increasingly being employed in international markets with low cable television
penetration. Based upon industry trade publications and

25
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reports from telecommunications industry analysts, the Company's management
estimates that approximately 36% of the television households in Europe
subscribe to some form of multichannel television service as compared to a
subscription rate of approximately 70% in the United States. Based upon such
sources, the Company's management estimates subscription rates in the
Asia/Pacific Rim and Latin American/Caribbean markets are even lower at
approximately 17% and 12%, respectively. In terms of television households, it
is estimated that there were approximately 248 million television households in
Europe, approximately 377 million in Asia/Pacific Rim and approximately 93
million in Latin America and the Caribbean. This compares to approximately 96
million television households in the United States.

International sales of the Company's coaxial cables have increased steadily,
from approximately $66 million in 1992 to approximately $200 million in 1997. In
1997, the Company had sales in approximately 85 countries. Penetration of the
international marketplace has been accomplished through a network of
distributors and agents located in major countries where the Company does
business. The Company also employs 13 international direct territory managers to
supplement and manage its network of distributors and agents. In addition to new
customers developed by the Company's network of distributors and sales
representatives, many large U.S. cable television operators, with whom the
Company has had long established business relationships, are active investors in
cable television systems outside the United States.

While the Company's management expects long-term growth opportunities in
international markets, management believes international sales will decrease
about 30% during 1998 due to the current monetary crises in key overseas
markets, including the Pacific Rim and South America. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
However, in the long run, the Company's management believes that continued
growth in international markets, including the developing markets in Asia, the
Middle East and Latin America, and the expected privatization of the
telecommunications structure in many European countries, represent significant
future opportunities. While growth in international revenues could serve to
mitigate the effects of future capital spending cycles by domestic cable
operators, such growth may be subject to political and economic uncertainties.
See "Risk Factors--International Operations."

In 1995 the Company, along with Pacific Dunlop Ltd., began a joint venture
located near Melbourne, Australia to manufacture certain coaxial cables for the
Australian market. Due to accelerated construction activity, the majority of
cables supplied by the joint venture were manufactured by the Company's
facilities in the United States and exported into Australia. Export sales to
Australia totaled $20.2 million, $24.7 million and $10.3 million in 1995, 1996
and 1997, respectively. However, after a rapid two-year build out of major
Australian cities, the market transitioned from a construction market to
primarily a maintenance market. Further, due to financial and regulatory issues,
construction activity for the two major cable TV service providers was sharply
reduced in the second half of 1997. Because of these issues and the weakening
Southeast Asian economic outlook, the joint venture permanently ceased
manufacturing activities in December 1997. The Company took a $3.9 million
pre-tax charge in connection with the manufacturing shutdown in 1997 and is in
the process of liquidating the joint venture operation.

VIDEO AND BROADCAST APPLICATIONS (NON-CABLE TELEVISION). Many specialized
markets or applications are served by multiple cable media (i.e., coaxial,
twisted pair (shielded or unshielded), fiber optic or combinations of each). The
Company has become a leading producer of composite cables made of flexible
coaxial and twisted copper pairs for full service communications providers
worldwide. In the satellite direct-to-home ("DTH") cable market, where
specialized composite coaxial and copper cables transmit satellite-delivered
video signals and antenna positioning/control signals, the Company has developed
a leading market position. DTH cables are specified by leading original
equipment manufacturers ("OEMs"), distributors and service providers. The
Company markets an array of premium metallic and optical cable products directed
at the broadcasting and video production studio market. Because of the Company's
position in other video transport markets and access to distribution channels
within the market, these products are viewed by the Company's management as a
growth opportunity, although there can be no assurance that the Company will be
able to penetrate this market successfully.

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LAN MARKET. The proliferation of personal computers, and more broadly the
practice of distributed computing, has created a need for products which enable
users to share files, applications and peripheral equipment such as printers and
data storage devices. LANs, typically consisting of at least one dedicated
computer (a "server"), peripheral devices, network software and interconnecting
cables, were developed in response to this demand. The Company manufactures a
variety of twisted pair, coaxial and fiber optic cables to transmit data for LAN
applications. The most widely used cable design for this application consists of
four high-performance twisted pairs that are capable of transmitting data at
rates in excess of 155 mbps. The Company focuses its products and marketing on
cables with enhanced electrical and physical performance such as its recently
introduced UltraMedia-TM- unshielded twisted pair ("UTP"). The Company's
management believes that UltraMedia cable is among the highest performing UTP
cables in the industry. Copper and fiber optic composite cables are frequently
combined in a single cable to reduce installation costs and support multimedia
applications.

CELLULAR COMMUNICATION APPLICATIONS. Management of the Company believes
that the rapid deployment of cellular or "wireless" communication systems
throughout the United States and the rest of the world presents a growth
opportunity for the Company. Semi-flexible coaxial cables are used to connect
the antennae located at the top of cellular antenna towers to the radios and
power sources located adjacent to or near the antenna site. In 1996 and 1997,
the Company developed CellReach products, a line of copper shielded
semi-flexible coaxial cables and related connectors and accessories to address
this market. The Company has significant manufacturing capacity in place for
this product line and is currently developing additional products and marketing
programs for CellReach for both the U.S. and certain international markets.
Management of the Company began receiving orders and making shipments of
CellReach in the first quarter of 1997. CellReach has been installed to date in
over 1,000 cellular and PCS sites with leading service providers such as Nextel
Communications, Inc., Sprint Corporation and BellSouth Corporation. There are,
however, larger, well established companies with significant financial resources
and brand recognition in the cellular market which have established marketing
channels for coaxial cables and accessories.

OTHER MARKETS. The Company has also developed a strategy for addressing
additional cable consuming markets. By combining narrowly focused product and
market management with its cable manufacturing and operational skills, the
Company is entering new markets for telephone central office, industrial control
and data, and other high-performance cable applications.

MANUFACTURING

The Company employs advanced cable manufacturing processes, the most
important of which are: thermoplastic extrusion for insulating wires and cables,
high-speed welding and swaging of metallic shields or outer conductors,
braiding, cabling and automated testing. Many of these processes are performed
on equipment that has been modified for the Company's purposes or specifically
built to the Company's specifications, often internally in the Company's own
machine shop facilities. The Company fabricates very few of the raw material
components used in making most of its cables, such as wire, tapes, tubes and
similar materials, but the Company's management believes such fabrication, to
the extent economically feasible, could be done by the Company instead of being
outsourced. The manufacturing processes of the three principal types of cable
manufactured by the Company -- coaxial cables, twisted copper pair cables and
fiber optic cables -- are further described below.

COAXIAL CABLES. The Company employs a number of advanced plastic and metal
forming processes in the manufacture of coaxial cable. Three fundamental process
sequences are common to almost all coaxial cables.

First, a plastic insulation material, called the dielectric, is melt
extruded around a metallic wire or center conductor. Current, state-of-the-art
dielectrics consist of foamed plastics to enhance the electrical properties of
the cable. Precise control of the foaming process is critical to achieve the
mechanical and

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electrical performance required for broadband services and cellular
communications applications. The Company's management believes that plastic foam
extrusion, using proprietary materials, equipment and control systems, is a core
competency of the Company.

The second step involves sheathing the dielectric material with a metallic
shield or outer conductor. Three basic shield designs and processes are used.
For semi-flexible coaxial cables, solid aluminum or copper shields are applied
over the dielectric by either pulling the dielectric insulated wire into a long,
hollow metallic tube or welding the metallic tube directly over the dielectric.
Welding allows the use of thinner metal, resulting in more flexible products.
The Company uses a proprietary welding process that achieves significantly
higher process speeds than those achievable using other cable welding methods.
The same welding process has led to extremely efficient manufacturing processes
of copper shielded products for cellular communications. For both hollow and
welded tubes, the cable is passed through tools that form the metallic shield
tightly around the dielectric.

Flexible coaxial cables, which are usually smaller in diameter than
semi-flexible coaxial cables, generally are made with the third shield design.
Flexible outer shield designs typically involve laminated metallic foils and
braided fine wires which are used to enhance flexibility which is more desirable
for indoor wiring or for connecting subscribers in drop cable applications.

The third and usually final process sequence is the melt extrusion of
thermoplastic jackets to protect the coaxial cable. A large number of variations
are produced during this sequence including: incorporating an integral strength
member; customer specified extruded stripes and printing for identification;
abrasion and crush resistant jackets; and adding moisture blocking fillers.

TWISTED COPPER PAIRS. Single copper wires are insulated using high-speed
thermoplastic extrusion techniques. Two insulated copper singles are then
twinned (twisted into an electrically balanced pair unit) in a separate process
and then bunched or cabled (the grouping of two or more pair units into larger
units for further processing) in one or more further processes depending on the
number of pairs desired within the completed cable. The cabled units are then
shielded and jacketed or simply jacketed without applying a metallic shield in
the jacketing process (the extrusion of a plastic jacket over a shielded or
unshielded cable core). The majority of the sales of the Company's twisted
copper pairs are derived from plenum rated unshielded twisted pair cables for
LAN applications. Plenum cables are cables rated under the National Electrical
Code as safe for installation within the air plenum areas of office buildings
due to their flame retarding and low smoke generating characteristics when
heated. Plenum cables are made from more costly thermoplastic insulating
materials which have significantly higher extrusion temperature profiles that
require more costly extrusion equipment than non-plenum rated cables. The
Company believes that the processing of plenum-rated materials is one of its
core competencies.

FIBER OPTIC CABLES. To manufacture fiber optic cables, the Company
purchases bulk uncabled optical fiber singles and colors and buffers them before
cabling them into unjacketed core units. Protective outer jackets and,
sometimes, shields and jackets are then applied in a final process before
testing. Manufacturing and test equipment for fiber optic cables are distinct
from that used to manufacture coaxial and copper twisted pair cables. The
majority of fiber optic cables produced by the Company are sold to the cable
television and LAN industry. Some of these fiber-optic cables are produced under
licenses acquired from other fiber and fiber optic cable manufacturers.

COMPOSITE CABLES. Cables that are combinations of some or all of coaxial
cables, copper singles or twisted copper pairs and fiber optic cables within a
single cable are also produced by the Company for a variety of applications. The
most significant of the composite cables manufactured by the Company are
combination coaxial and copper twisted pairs within a common outer jacket which
are being used by some telephone companies and cable operators to provide both
cable television services and telephone services to the same households over HFC
networks. Nearly all markets currently addressed by the Company have
applications for composite cables which the Company is capable of manufacturing.

28
<PAGE>
RESEARCH AND DEVELOPMENT

The Company's research, development and engineering expenditures for the
creation and application of new and improved products and processes were $6
million, $5 million and $4 million for the years ended December 31, 1997, 1996
and 1995, respectively. The Company focuses its research and development efforts
primarily on those product areas that it believes have the potential for broad
market applications and significant sales within a one-to-three year period. The
Company's management anticipates that the level of spending on product
development activities will accelerate in future years. Total research and
development expenditures are expected to be approximately $7 million in 1998.
The widespread deployment of broadband services and HFC systems is expected to
provide opportunities for the Company to enhance its coaxial cable product lines
and to improve its manufacturing processes. Additionally, the Company's
management expects that its participation in the LAN, cellular communications
and other new markets now identified will require higher rates of product
development spending in relation to sales generated than has been the case in
recent years.

SALES AND DISTRIBUTION

The Company markets its products worldwide through a combination of more
than 80 direct sales, territory managers and manufacturers' representative
personnel. The Company supports its sales organization with regional service
centers in: North Carolina; California; Alabama; Birmingham, England; and
Melbourne, Australia. In addition, the Company utilizes local inventories, sales
literature, internal sales service support, design engineering services and a
group of product engineers who travel with sales personnel and territory
managers and assist in product application issues, and conduct technical
seminars at customer locations to support its sales organization.

A key aspect of the Company's customer support and distribution chain is the
use of its private truck fleet. Management believes that the ability to offer
rapid delivery services, materials management and logistics services to
customers through its private truck fleet is an important competitive advantage.

The Company's products are sold and used in a wide variety of applications.
The Company's products primarily are sold both directly to cable system
operators and telecommunications companies, OEMs and through distributors. There
has been a trend on the part of OEM customers to consolidate their lists of
qualified suppliers to companies that have a global presence, can meet quality
and delivery standards, have a broad product portfolio and design capability,
and have competitive prices. The Company has concentrated its efforts on service
and productivity improvements including advanced computer aided design and
manufacturing systems, statistical process controls and just-in-time inventory
programs to increase product quality and shorten product delivery schedules. The
Company's strategy is to provide a broad selection of products in the areas in
which it competes. The Company has achieved a preferred supplier designation
from many of its cable television, telephone and OEM customers.

Cable television services in the United States are provided primarily by
MSOs. It is estimated that the six largest MSOs account for more than 60% of the
cable television subscribers in the United States. The major MSOs include such
companies as TCI, Time Warner Cable, MediaOne of Delaware, Inc., Comcast and
Cablevision Systems Corporation. Many of the major MSOs are customers of the
Company, including those listed above. During 1997, sales to no single customer
accounted for 10% or more of the Company's net sales and TCI was the only
customer which accounted for 10% or more of the net sales of the Company during
1996 and 1995. Certain RBOCs and other telecommunications companies who have
recently begun providing cable television services have become significant
customers of the Company.

PATENTS

The Company pursues an active policy of seeking intellectual property
protection, namely patents, for new products and designs. The Company holds 81
patents worldwide and has 42 pending applications. Although the Company
considers its patents to be valuable assets, no single patent is considered to
be

29
<PAGE>
material to its operations as a whole. The Company intends to rely on its
proprietary knowledge and continuing technological innovation to develop and
maintain its competitive position.

BACKLOG

At December 31, 1997, 1996 and 1995, the Company had an order backlog of
approximately $55 million, $36 million and $33 million, respectively. Orders
typically fluctuate from quarter to quarter based on customer demand and general
business conditions. Backlog includes only orders for products scheduled to be
shipped within six months. Unfilled orders may be canceled prior to shipment of
goods; however, such cancellations historically have not been material. However,
significant elements of the Company's business, such as sales to the cable
television industry, distributors, the computer industry and other commercial
customers, generally have short lead times. Therefore, current order backlog may
not be indicative of future demand.

COMPETITION

The Company encounters competition in substantially all areas of its
business. The Company competes primarily on the basis of product specifications,
quality, price, engineering, customer service and delivery time. Competitors
include large, diversified companies, some of which have substantially greater
assets and financial resources than the Company, as well as medium to small
companies. The Company also faces competition from certain smaller companies
that have concentrated their efforts in one or more areas of the coaxial cable
market. The Company's management believes that it enjoys a strong competitive
position in the coaxial cable market due to its position as a low-cost,
high-volume coaxial cable producer and reputation as a high-quality provider of
state-of-the-art cables with a strong orientation toward customer service. The
Company's management also believes that it enjoys a strong competitive position
in electronic cable market due to the existence of one of the larger direct
field sales organizations within the LAN segment, the comprehensive nature of
its product line and its long established reputation for quality.

RAW MATERIALS

In the manufacture of coaxial and twisted pair cables, the Company processes
metal tubes, tapes and wires including bi-metallic wires (wires made of aluminum
or steel with thin outer skins of copper) that are fabricated from high-grade
aluminum, copper and steel. Most of these fabricated metal components are
purchased under supply arrangements with some portion of the unit pricing
indexed to commodity market prices for these metals. The Company has adopted a
hedging policy pursuant to which it may, from time to time, attempt to match
futures contracts or option contracts for a specific metal with some portion of
the anticipated metal purchases for the same periods. Other major raw materials
used by the Company include polyethelenes, polyvinylchlorides, FEP and other
plastic insulating materials, optical fibers, and wood and cardboard shipping
and packaging materials. In 1997, approximately 14% of the Company's raw
material purchases were for bi-metallic center conductors for coaxial cables,
nearly all of which were purchased from Copperweld Corporation under a long-term
supply arrangement expiring in March 2000. In addition to bi-metallic wires,
fine aluminum wire is purchased primarily from a single source; neither of these
major raw materials could be readily replaced in sufficient quantities if all
supplies from the respective primary sources were disrupted for an extended
period. FEP is produced by two manufacturers and is currently under allocation
by these suppliers. Availability of adequate supplies of FEP will be critical to
future LAN cable sales growth. With respect to all other major raw materials
used by the Company, alternative sources of supply or access to alternative
materials are generally available. Supplies of all raw materials used by the
Company are generally adequate and expected to remain so for the foreseeable
future.

ENVIRONMENT

The Company uses some hazardous substances and generates some solid and
hazardous waste in the ordinary course of its business. Consequently, the
Company is subject to various federal, state, local and

30
<PAGE>
foreign laws and regulations governing the use, discharge and disposal of
hazardous materials. Because of the nature of its business, the Company has
incurred, and will continue to incur, costs relating to compliance with such
environmental laws. Although the Company's management believes that it is in
substantial compliance with such environmental requirements, and the Company has
not in the past been required to incur material costs in connection therewith,
there can be no assurance its cost to comply with such requirements will not
increase in the future. Although the Company is unable to predict what
legislation or regulations may be adopted in the future with respect to
environmental protection and waste disposal, compliance with existing
legislation and regulations has not had and is not expected to have a material
adverse effect on the Company's operations and financial condition.

EMPLOYEES

At July 26, 1998, approximately 2,400 people were employed by the Company.
Substantially all employees are located in the United States. The Company's
management believes that its relations with its employees are satisfactory.

31
<PAGE>
MANAGEMENT

BOARD OF DIRECTORS OF THE COMPANY

Set forth below are the persons who currently serve as directors of the
Company, each of whom has served since the Distribution. Nicholas C. Forstmann
intends to resign as a director in conjunction with, and prior to the
consummation of, the Offering.

<TABLE>
<CAPTION>
TERM
NAME AGE EXPIRES POSITION
- ------------------------------------------------ --- ----------- ------------------------------------------------
<S> <C> <C> <C>
Frank M. Drendel................................ 53 2000 Chairman of the Board and Chief Executive
Officer of the Company
Edward D. Breen................................. 42 1999 Director
Nicholas C. Forstmann........................... 51 2000 Director
Boyd L. George.................................. 56 2001 Director
George N. Hutton, Jr............................ 68 2001 Director
James N. Whitson................................ 63 1999 Director
</TABLE>

Frank M. Drendel has been Chairman and Chief Executive Officer of the
Company since the Distribution. He served as a director of General Instrument
Corporation of Delaware, Inc. ("GI Delaware"), a subsidiary of the Distributing
Company, and its predecessors from 1987 to March 1992, and was a director of the
Distributing Company until July 1997. He has served as President and Chairman of
CommScope NC, currently a subsidiary of the Company, from 1986 to 1997, and
Chief Executive Officer of CommScope NC since 1976. He is a director of General
Instrument, Nextel Communications, Inc., C-SPAN and the National Cable
Television Association.

Edward D. Breen is Chairman and Chief Executive Officer of General
Instrument. He has served in such capacity since December 1997, after having
served as Acting Chief Executive Officer and President of General Instrument
since October 1997. He was President of the Distributing Company's Broadband
Networks Group from February 1996 and Vice President of the Distributing Company
from November 1994 until July 1997. He continued in such positions for General
Instrument through October 1997. He was Executive Vice President, Terrestrial
Systems of the Distributing Company from October 1994 to January 1996 and Senior
Vice President of Sales of the Distributing Company from June 1988 to October
1994.

Nicholas C. Forstmann served as a director of GI Delaware from August 1990
to March 1992, and was a director of the Distributing Company until the
Distribution. He has been a General Partner of FLC Partnership, L.P., the
General Partner of Forstmann Little & Co., since he co-founded Forstmann Little
& Co. in 1978. He is a director of Gulfstream Aerospace Corporation.

Boyd L. George is Chairman of the Board and Chief Executive Officer of Alex
Lee, Inc. (subsidiaries of Alex Lee, Inc. include: Merchants Distributors, Inc.,
a wholesale food distributor; Institution Food House, a foodservice distributor;
and Lowes Food Stores, Inc., a retail operation). Mr. George has been Chairman
and Chief Executive Officer of Alex Lee, Inc. since the company was founded in
1992 and served as President from 1992 to 1995. Mr. George joined a subsidiary
of Alex Lee, Inc. in 1969 and has served, and continues to serve, in various
positions, including President, Chairman and Chief Executive Officer for such
subsidiary.

George N. Hutton, Jr. is and has been a private investor for more than ten
years. He is a former director of Sprint Corporation and of M/A Com Inc.

James N. Whitson has served as a director of Sammons Enterprises, Inc.
("SEI"), a privately-owned company engaged in life insurance, industrial and oil
field distribution, equipment sales and rentals, and bottled water, since 1973,
and as Executive Vice President and Chief Operating Officer of SEI from 1989
until March 1998 when he retired. He is a director/trustee of the Seligman Group
of Investment Companies and a director of C-SPAN.

32
<PAGE>
EXECUTIVE OFFICERS

Set forth below are the persons who currently serve as executive officers of
the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------- --- ----------------------------------------------------------------
<S> <C> <C>
Frank M. Drendel................ 53 Chairman of the Board and Chief Executive Officer
Brian D. Garrett................ 49 President and Chief Operating Officer
Jearld L. Leonhardt............. 50 Executive Vice President, Finance and Administration
Randall Crenshaw................ 41 Executive Vice President, Procurement/Logisitics
Frank J. Logan.................. 55 Executive Vice President, International
Larry W. Nelson................. 55 Executive Vice President, Development
Gene W. Swithenbank............. 58 Executive Vice President, Sales and Marketing
William R. Gooden............... 57 Senior Vice President and Controller
Frank B. Wyatt, II.............. 36 Vice President, General Counsel and Secretary
</TABLE>

Frank M. Drendel has been Chairman and Chief Executive Officer of the
Company since the Distribution. He has served as Chairman and President of
CommScope NC, currently a wholly-owned subsidiary of the Company, from 1986 to
the Distribution and has served as Chief Executive Officer of CommScope NC since
1976.

Brian D. Garrett has been President and Chief Operating Officer of the
Company since October 1997. He has served as Executive Vice President,
Operations of CommScope NC since 1997. From 1996 to 1997, he was Executive Vice
President and General Manager of the Network Cable Division of CommScope NC and
Vice President and General Manager of the Network Cable Division from 1986 to
1996.

Jearld L. Leonhardt has been Executive Vice President, Finance and
Administration of the Company since the Distribution. He was Treasurer of the
Company from the Distribution until September 1997. He has served as Executive
Vice President, Finance and Administration of CommScope NC since 1983 and
Treasurer of CommScope NC from 1983 until September 1997.

Randall Crenshaw has been Executive Vice President, Procurement/Logistics of
the Company since the Distribution. He has served as Executive Vice President,
Procurement/Logistics of CommScope NC since 1997. From 1994 to 1997, Mr.
Crenshaw was Vice President Operations for the Network Cable Division of
CommScope NC. Prior to that time, Mr. Crenshaw has held various positions with
CommScope NC since 1985.

Frank J. Logan has been Executive Vice President, International of the
Company since the Distribution. He has served as Executive Vice President,
International of CommScope NC since 1996. From 1989 to 1996, he was Vice
President, International of CommScope NC.

Larry W. Nelson has been Executive Vice President, Development of the
Company since the Distribution. He has served as Executive Vice President,
Development of CommScope NC since 1997. From 1988 to 1997, he was Executive Vice
President and General Manager of the Cable TV Division of CommScope NC.

Gene W. Swithenbank has been Executive Vice President, Sales and Marketing
of the Company since the Distribution. He has served as Executive Vice
President, Sales and Marketing for CommScope NC since 1997 and Executive Vice
President, CATV Sales and Marketing since 1996. From 1992 to 1996, Mr.
Swithenbank was Senior Vice President CATV Sales of CommScope NC.

William R. Gooden has been Senior Vice President and Controller of the
Company since the Distribution. He has served as Senior Vice President and
Controller of CommScope NC since 1996 and was Vice President and Controller from
1991 to 1996.

Frank B. Wyatt, II has been Vice President, General Counsel and Secretary of
the Company since the Distribution. He has served as Vice President of CommScope
NC since 1997 and General Counsel and Secretary of CommScope NC since 1996. From
1987 to 1996, he was an attorney with the law firm of Bell, Seltzer, Park &
Gibson (now Alston & Bird LLP).

33
<PAGE>
SELLING STOCKHOLDERS

Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-IV ("MBO-IV") and Instrument Partners, two partnerships formed by
affiliates of Forstmann Little & Co., currently own an aggregate of 7,236,221
shares of Common Stock (approximately 14.7% of the outstanding shares of Common
Stock as of July 31, 1998). Prior to the closing of this Offering, Instrument
Partners will consummate the FL Distribution by distributing 3,849,002 shares of
Common Stock to its individual partners in accordance with the terms of its
partnership agreement. The shares of Common Stock to be sold in the Offering
(other than pursuant to the Underwriter's over-allotment option) consist of
shares owned by MBO-IV and shares received in the FL Distribution by certain
partners of Instrument Partners or their subsequent distributees. Following the
consummation of the Offering, MBO-IV and Instrument Partners will no longer own
any shares of Common Stock of the Company.

The following table sets forth certain information as of July 15, 1998
regarding the beneficial ownership of Common Stock (i) immediately prior to the
consummation of the Offering (assuming the FL Distribution had occurred), and
(ii) as adjusted to reflect the sale of the shares of Common Stock pursuant to
the Offering by each Selling Stockholder participating in the Offering. Except
as otherwise indicated, the persons or entities listed below have sole voting
and investment power with respect to all shares of Common Stock beneficially
owned by them, except to the extent such power may be shared with a spouse. None
of the Selling Stockholders has held a position, office or had a material
relationship with the Company since the Distribution other than as a result of
the ownership of shares of Common Stock or interests in MBO-IV or Instrument
Partners.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF NUMBER OF SHARES
BENEFICIALLY PERCENTAGE SHARES BENEFICIALLY PERCENTAGE OWNED
OWNED PRIOR TO OWNED BEFORE BEING OWNED AFTER AFTER THE
NAME OF BENEFICIAL OWNER THE OFFERING (1) THE OFFERING (1)(2) OFFERED (1) THE OFFERING (1) OFFERING (1)(2)(3)
- --------------------------------- ----------------- --------------------- ----------- ----------------- ---------------------
<S> <C> <C> <C> <C> <C>
MBO-IV........................... 3,387,219 6.9% 3,387,219 -- --
Bankers Trust Company as Trustee
for the GTE Service Corporation
Plans for Employees' Pensions
(4)............................. 85,892 * 76,692 9,200 *
Boston Safe Deposit and Trust
Company as Trustee for the
Employee Retirement Income Plan
Trust of Minnesota Mining and
Manufacturing Company (4)....... 240,899 * 76,692 164,207 *
Citibank F.S.B., solely as
Directed Trustee of the Delta
Master Trust (4)................ 76,692 * 76,692 -- --
General Electric Pension Trust... 766,915 1.6 766,915 -- --
Kodak Retirement Income Plan
(4)............................. 184,492 * 76,692 107,800 *
Leeway & Co. c/o State Street
Bank & Trust Company (4)........ 1,502,159 * 92,030 1,410,129 2.9%
New York State Common Retirement
Fund (4)........................ 230,075 * 230,075 -- --
</TABLE>

34
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF NUMBER OF SHARES
BENEFICIALLY PERCENTAGE SHARES BENEFICIALLY PERCENTAGE OWNED
OWNED PRIOR TO OWNED BEFORE BEING OWNED AFTER AFTER THE
NAME OF BENEFICIAL OWNER THE OFFERING (1) THE OFFERING (1)(2) OFFERED (1) THE OFFERING (1) OFFERING (1)(2)(3)
- --------------------------------- ----------------- --------------------- ----------- ----------------- ---------------------
<S> <C> <C> <C> <C> <C>
Northern Trust Company as Trustee
for the TI Employees Pension
Trust (4)....................... 76,692 * 76,692 -- --
State of Wisconsin Investment
Board (4)....................... 876,692 * 76,692 800,000 1.6%
United Technologies Corporation
Master Retirement Trust (4)..... 61,354 * 61,354 -- --

Additional Selling Stockholders
receiving shares in the FL
Distribution (approximately 50
persons), each of whom is
selling less than shares
in the Offering and will
beneficially own less than 1% of
the outstanding Common Stock
after the Offering.............. 2,238,476 4.6% 1,752,255 486,221 1.0
</TABLE>

- ------------------------
* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding shares of Common Stock.
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock that such person or
persons has the right to acquire within 60 days following July 15, 1998. For
purposes of computing the percentage of outstanding shares of Common Stock
held by each person or group of persons named above, any shares which such
person or persons has or have the right to acquire within 60 days following
July 15, 1998 are deemed to be outstanding, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.

(2) Based on 49,193,434 shares outstanding on July 31, 1998.

(3) Assumes that the Underwriters' over-allotment option is exercised in full by
the Underwriters.

(4) All share numbers and percentages are estimated and will be determined at
the time of the FL Distribution.

35
<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

Pursuant to the Amended and Restated Certificate of Incorporation, the
authorized capital stock of the Company consists of (i) 300,000,000 shares of
Common Stock, of which 49,193,434 shares were issued and outstanding as of July
31, 1998 and (ii) 20,000,000 shares of preferred stock, $.01 par value per share
("Preferred Stock"), none of which were issued and outstanding as of such date.
All outstanding shares of Common Stock are, and the shares to be issued by the
Company, if the over-allotment option of the Underwriters is exercised, will be,
validly issued, fully paid and nonassessable.

COMMON STOCK

Each holder of Common Stock is entitled to one vote for each share owned of
record on all matters submitted to a vote of stockholders. There are no
cumulative voting rights. Accordingly, the holders of a majority of the shares
voting for the election of directors can elect all the directors if they choose
to do so, subject to any voting rights of holders of Preferred Stock to elect
directors. Subject to the preferential rights of any outstanding series of
Preferred Stock, and to any restrictions on payment of dividends imposed by the
Credit Agreement, the holders of Common Stock will be entitled to such dividends
as may be declared from time to time by the Board from funds legally available
therefor, and will be entitled, after payment of all prior claims, to receive
PRO RATA all assets of the Company upon the liquidation, dissolution or winding
up of the Company. Holders of Common Stock have no redemption or conversion
rights or preemptive rights to purchase or subscribe for securities of the
Company. Certain provisions of the Certificate of Incorporation and By-Laws of
the Company have the effect of making more difficult an acquisition of control
of the Company in a transaction not approved by the Board of Directors.

PREFERRED STOCK

The authorized capital stock of the Company includes 20,000,000 shares of
Preferred Stock, none of which are currently issued or outstanding. The Board is
authorized to divide the Preferred Stock into series and, with respect to each
series, to determine the preferences and rights and the qualifications,
limitations or restrictions thereof, including the dividend rights, conversion
rights, voting rights, redemption rights and terms, liquidation preferences,
sinking fund provisions, the number of shares constituting the series and the
designation of such series. The Board could, without stockholder approval, issue
Preferred Stock with voting and other rights that could adversely affect the
voting power of the holders of Common Stock and which could have certain
antitakeover effects.

In connection with the Rights Plan, the Board has authorized 400,000 shares
of Series A Participating Preferred Stock (the "Series A Preferred"). No shares
of Series A Preferred are outstanding. For a description of the rights, powers
and preferences of the Series A Preferred, see "--Rights Plan."

RIGHTS PLAN

On June 10, 1997, the Board adopted a stockholder rights plan (the "Rights
Plan") pursuant to which one right (collectively, the "Rights") to purchase one
one-thousandth of a share of Series A Preferred would be distributed as a
dividend for each outstanding share of Common Stock at a purchase price of
$60.00 per one one-thousandth of a share of Series A Preferred, subject to
adjustment. The Rights are issuable on the terms and subject to the conditions
set forth in the Rights Plan. The Rights will expire no later than on the tenth
anniversary of the adoption of the Rights Plan in 2007. The Rights will be
exercisable on the earlier to occur of (i) the first date of public announcement
that a person or "group" (other than FLC Entities (as defined) to the extent FLC
Entities, individually or as a group, beneficially own no more than 20% of the
then outstanding Common Stock) has acquired beneficial ownership of 15% or more
of the outstanding Common Stock (except pursuant to a Permitted Offer, as
defined) (an "Acquiring Person"); and (ii) ten business days (or such later date
as the Board may determine) following

36
<PAGE>
the commencement of, or announcement of an intention to commence, a tender offer
or exchange offer the consummation of which would result in a person or group
becoming an Acquiring Person. "FLC Entities" means Instrument Partners, a New
York limited partnership, MBO-IV, a New York limited partnership, Theodore J.
Forstmann, Nicholas C. Forstmann, Wm. Brian Little, Steven B. Klinsky, Sandra J.
Horbach, Winston W. Hutchins and Thomas H. Lister and their affiliates and
associates who or which are considered as one person and references to the FLC
Entities include any or all such persons.

If any person or group becomes an Acquiring Person or commences a tender
offer upon consummation of which such person or group would become an Acquiring
Person, each Right not owned by such Acquiring Person or certain related parties
would entitle its holder to purchase, at the Right's then current exercise
price, shares of Common Stock, or, in the discretion of the Board, the number of
one one-thousandths of a share of Series A Preferred having a value of twice the
Right's exercise price. In addition, if, after a person or group becomes an
Acquiring Person, the Company is involved in a merger or other business
combination transaction in which the holders of all of the outstanding Common
Stock immediately prior to the consummation of the transaction are not the
holders of the surviving corporation's voting power or more than 50% of the
Company's assets or earning power is sold or transferred, each Right will
entitle its holder to purchase common shares of the acquiring company having a
value equal to two times the Right's then current exercise price.

The purchase price payable, and the shares issuable, upon exercise of the
Rights will be subject to adjustment from time to time as specified in the
Rights Plan. The Company will generally be entitled to redeem the Rights in
whole, but not in part, at $0.01 per Right at any time prior to the earlier to
occur of (i) a person becoming an Acquiring Person or (ii) expiration of the
Rights.

Shares of Series A Preferred purchasable upon exercise of the Rights will
not be redeemable. Each Share of Series A Preferred will be entitled to a
minimum preferential quarterly dividend payment of $10.00 per share but, if
greater, will be entitled to an aggregate dividend per share of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation of the
Company, the holders of Series A Preferred will be entitled to a minimum
preferential liquidation payment of $100.00, provided that they will be entitled
to an aggregate payment per share of at least 1,000 times the aggregate payment
made per share of Common Stock. Each share of Series A Preferred will have one
thousand votes, voting together with the Common Stock. These rights are
protected by customary antidilution provisions. In the event that the amount of
accrued and unpaid dividends on the Series A Preferred is equivalent to at least
six full quarterly dividends, the holders of the Series A Preferred will have
the right, voting as a class, to elect two directors in addition to the
directors elected by the holders of Common Stock until all dividends in default
on the Series A Preferred have been paid in full and dividends for the current
dividend period declared and funds therefor set apart.

TRANSFER AGENT

The Transfer Agent for the Common Stock is ChaseMellon Shareholder Services,
L.L.C.

37
<PAGE>
UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Goldman, Sachs & Co. and CIBC Oppenheimer Corp. are acting as Underwriters (the
"Underwriters") for the Offering. Subject to the terms and conditions set forth
in a purchase agreement ("the Purchase Agreement") among the Company, the
Selling Stockholders and the Underwriters, the Selling Stockholders has agreed
to sell to the Underwriters, and each of the Underwriters severally and not
jointly has agreed to purchase from the Selling Stockholders the number of
shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
------------ ----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...........................................................
Goldman, Sachs & Co..............................................................
CIBC Oppenheimer Corp. ..........................................................
----------

Total.................................................................. 6,750,000
----------
----------
</TABLE>

In the Purchase Agreement, the several Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the shares of
Common Stock being sold pursuant to such agreement if any of the shares of
Common Stock being sold pursuant to such agreement are purchased. Under certain
circumstances, under the Purchase Agreement, the commitments of non-defaulting
Underwriters may be increased.

The Underwriters have advised the Company and the Selling Stockholders that
the Underwriters propose initially to offer the shares of Common Stock to the
public at the initial public offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not in excess
of $ per share of Common Stock. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of $ per share of Common
Stock on sales to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.

The Company has granted an option to the Underwriters, exercisable for 30
days after the date of this Prospectus, to purchase up to an aggregate of
1,012,500 additional shares of Common Stock at the initial public offering price
set forth on the cover page of this Prospectus, less the underwriting discount.
The Underwriters may exercise this option solely to cover over-allotments, if
any, made on the sale of the Common Stock offered hereby. To the extent that the
Underwriters exercise this option, each Underwriter will be obligated, subject
to certain conditions, to purchase a number of additional shares of Common Stock
proportionate to such Underwriter's initial amount reflected in the foregoing
table.

The Company and the Selling Stockholders, who will collectively hold, after
the Offering, shares of Common Stock as a result of FL Distribution will
agree, subject to certain exceptions, not to directly or indirectly (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of or otherwise dispose of or transfer any shares of Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or thereafter acquired by the person executing the agreement
or with respect to which the person executing the agreement thereafter acquires
the power of disposition, or file a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the foregoing or
(ii) enter into any swap or other agreement that transfers, in whole or in part,
the economic consequence of ownership of the Common Stock whether any such swap
or transaction is to be settled by delivery of Common Stock or other securities,
in cash or otherwise, without the prior written consent of Merrill Lynch on
behalf of the Underwriters for a period of 90 days after the date of this
Prospectus.

38
<PAGE>
The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including certain liabilities under
the Securities Act, or to contribute to payments the Underwriters may be
required to make in respect thereof.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters and
certain selling group members to bid for and purchase the Common Stock. As an
exception to these rules, the Underwriters are permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing, or maintaining
the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offerings, I.E., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Underwriters may
reduce that short position by purchasing Common Stock in the open market. The
Underwriters may also elect to reduce any short position by exercising all or
part of the over-allotment option described above.

The Underwriters may also impose a penalty bid on certain Underwriters and
selling group members. This means that if the Underwriters purchase shares of
Common Stock in the open market to reduce the Underwriters' short position or to
stabilize the price of the Common Stock, they may reclaim the amount of the
selling concession from the Underwriters and selling group members who sold
those shares as part of the Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of the Common Stock to the extent that it
discourages resales of the Common Stock.

None of the Company, the Selling Stockholders nor any of the Underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the Common
Stock. In addition, none of the Company, the Selling Stockholders nor any of the
Underwriters makes any representation that the Underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.

The Underwriters have from time to time provided investment banking
financial advisory services to the Company and its affiliates, for which they
have received customary compensation, and may continue to do so in the future.

VALIDITY OF COMMON STOCK

Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional corporations), One New
York Plaza, New York, New York 10004-1980. Certain legal matters relating to the
Offering will be passed upon for the Underwriters by Sullivan & Cromwell, 125
Broad Street, New York, New York 10004. Fried, Frank, Harris, Shriver & Jacobson
renders legal services to Forstmann Little & Co. on a regular basis.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1997 and
1996, the related consolidated statements of income, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1997,
and the related financial statement schedule, incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which is incorporated herein by reference
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

39
<PAGE>
AVAILABLE INFORMATION

CommScope, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports and
other information, as well as the Registration Statement and the consolidated
financial statements, schedules and exhibits thereto, may be inspected and
copied at the offices of the Commission at 450 Fifth Street, N.W., Washington
D.C. 20549 and at the following regional offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material or
any part thereof may also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington D.C. 20549 at prescribed rates.
The Commission also maintains a Web site (http://www.sec.gov) from which such
reports, proxy statements and other information concerning the Company may be
obtained. The Common Stock is traded on the NYSE and such reports and other
information may also be inspected at the offices of the NYSE, 20 Broad Street,
New York, NY 10005.

The Company has filed with the Commission in Washington, D.C. a Registration
Statement (of which this Prospectus is a part and which term shall encompass any
amendments thereto) on Form S-3 under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted as permitted by
the rules and regulations of the Commission. Statements contained herein
concerning the provisions of any document are not necessarily complete;
reference is made to the exhibits of the Registration Statement for a more
complete description of the matters involved, and each such statement shall be
deemed qualified in its entirety by such reference. For further information
pertaining to the shares offered hereby and to the Company, reference is made to
the Registration Statement, including the consolidated financial statements,
schedules and exhibits filed as a part thereof and incorporated therein by
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, and all documents incorporated by reference
therein, filed by the Company with the Commission pursuant to the Exchange Act
are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1998 and June 30, 1998, respectively;

3. The description of its Common Stock set forth in its Registration
Statement on Form 8-A, dated April 24, 1997, as amended; and

4. All other documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering covered by this
Prospectus will be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents.

The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Such requests
should be directed to CommScope, Inc., Attention: Secretary, 1375 Lenoir-Rhyne
Boulevard, Hickory, NC 28601 (telephone (828) 324-2200).

Any statement contained herein or in a document all or a portion thereof
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes

40
<PAGE>
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document or portion thereof which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified shall not be deemed to constitute a part of this
Prospectus except as so modified, and any statement so superseded shall not be
deemed to constitute part of this Prospectus.

CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Registration Statement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 which reflect,
among other things, the Company's current views with respect to its prospects,
its future performance and future events, all of which are subject to risks and
uncertainties. These forward-looking statements are identified by their use of
such terms and phrases as "intends," "intend," "intended," "goal," "estimate,"
"estimates," "expects," "expect," "expected," "project," "projects,"
"projected," "projections," "plans," "anticipates," "anticipated," "should,"
"designed to," "foreseeable future," "believe," "believes," and "scheduled."
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

The actual results of the Company may differ significantly from the results
discussed in the forward-looking statements. Factors that might cause such a
difference include (i) the factors discussed under "Risk Factors," (ii) the
factors discussed under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and (iii) the following factors: (a) the
general political, economic and competitive conditions in the United States,
Asia and other markets where the Company operates; (b) changes in capital
availability or costs, such as changes in interest rates, market perceptions of
the industry in which the Company operates, or security ratings; (c) employee
workforce factors, including issues relating to collective bargaining agreements
or work stoppages; (d) technological changes; (e) government action and
regulation; and (f) authoritative generally accepted accounting principles or
policy changes from such standard-setting bodies as the Financial Accounting
Standards Board and the Commission.

41
<PAGE>
[Logo][Caption: How Intelligence Travels.]

[Picture depicting certain of the Company's wire and cable products.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 8
The Company............................................................... 12
Use of Proceeds........................................................... 12
Dividend Policy........................................................... 12
Price Range of Common Stock............................................... 12
Capitalization............................................................ 13
Selected Financial Data................................................... 14
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 16
Business.................................................................. 23
Management................................................................ 32
Selling Stockholders...................................................... 34
Description of Capital Stock.............................................. 36
Underwriting.............................................................. 38
Validity of Common Stock.................................................. 39
Experts................................................................... 39
Available Information..................................................... 40
Incorporation of Certain Documents by Reference........................... 40
</TABLE>

6,750,000 SHARES

[LOGO]

COMMON STOCK

--------------
P R O S P E C T U S
------------------

MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
CIBC OPPENHEIMER

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized statement of expenses of the Company in
connection with the offering of the Common Stock being registered hereby, other
than underwriting discounts and commissions. All of the expenses are estimated,
except for the registration fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................... $ 44,265
NASD fees (estimated)..................................................... 16,300
Transfer agent and registrar fee and expenses............................. 18,250
Accounting fees and expenses.............................................. 75,000
Legal fees and expenses................................................... 300,000
Blue Sky expenses and counsel fees........................................ 5,000
Printing and engraving expenses........................................... 130,000
Miscellaneous............................................................. 36,185
---------
Total............................................................... $ 625,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits, or proceedings whether civil, criminal, administrative, or
investigative, other than action by or in the right of the corporation (a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorney's fees) incurred in connection with the
defense or settlement of such action, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement, or
otherwise.

Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

Article Sixth of the Amended and Restated Certificate of Incorporation of
the Company provides that directors of the Company shall not, to the fullest
extent permitted by the DGCL, be liable to the Company or any of its
stockholders for monetary damages for any breach of fiduciary duty as director.
The Certificate of Incorporation of the Company also provides that if the DGCL
is amended to permit further elimination or limitation of the personal liability
of directors, then the liability of the directors of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

The Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in its Amended and
Restated Certificate of Incorporation and Amended and

II-1
<PAGE>
Restated By-Laws. These agreements, among other things, indemnify the Company's
directors and officers to the fullest extent permitted by Delaware law for
certain expenses (including attorneys' fees), liabilities, judgments, fines and
settlement amounts incurred by such person arising out of or in connection with
such person's service as a director or officer of the Company or an affiliate of
the Company.

The Company will maintain directors' and officers' liability insurance which
will provide for payment, on behalf of the directors and officers thereof and
its subsidiaries, of certain losses of such persons (other than matters
uninsurable under law) arising from claims, including claims arising under the
Act, for acts or omissions by such persons while acting as directors or officers
thereof and/or its subsidiaries, as the case may be.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<C> <C> <S>
1 -- Form of Purchase Agreement
4.1 -- Amended and Restated Certificate of Incorporation of the Company*
4.2 -- Amended and Restated By-Laws of the Company*
4.3 -- Rights Agreement, dated as of June 12, 1997 between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), which
includes, as Exhibit A thereto, the Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock of the Company, as
Exhibit B thereto, the Form of Right Certificate and as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Shares**
4.4 -- Specimen form of the Company's Common Stock Certificate***
5 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the validity of the
securities being registered
23.1 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5)
23.2 -- Independent Auditors' Consent of Deloitte & Touche LLP
24 -- Power of Attorney (included on signature page)
</TABLE>

- ------------------------

* Incorporated herein by reference from the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1997 (File No. 001-12929)

** Incorporated herein by reference from the Company's Registration Statement
on Form 8-A, filed with the Commission on June 30, 1997 (File No. 001-12929)

*** Incorporated herein by reference from the Company's Registration Statement
on Form S-4 filed with the Commission on June 13, 1997 (Reg. No. 333-23935)

All financial statement schedules are incorporated herein by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 001-12929) or have been omitted either because they are not required
or the information required to be set forth therein is included in the financial
statements or in the notes thereto.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration

II-2
<PAGE>
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Hickory, State of North Carolina, on August 24, 1998.

COMMSCOPE, INC.

BY: /S/ FRANK M. DRENDEL
-----------------------------------------
Frank M. Drendel
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jearld L. Leonhardt and Frank B. Wyatt, II, and
each or any of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for such
person and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
might or could be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------ --------------------------- -------------------

Chairman of the Board and
/s/ FRANK M. DRENDEL Chief Executive Officer
- ------------------------------ (Principal Executive August 24, 1998
Frank M. Drendel Officer)

Executive Vice President,
/s/ JEARLD L. LEONHARDT Finance and
- ------------------------------ Administration (Principal August 24, 1998
Jearld L. Leonhardt Financial Officer)

/s/ WILLIAM R. GOODEN Senior Vice President and
- ------------------------------ Controller (Principal August 24, 1998
William R. Gooden Accounting Officer)

/s/ EDWARD D. BREEN Director
- ------------------------------ August 24, 1998
Edward D. Breen

/s/ NICHOLAS C. FORSTMANN Director
- ------------------------------ August 24, 1998
Nicholas C. Forstmann

II-4
<PAGE>

SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------ --------------------------- -------------------
/s/ BOYD L. GEORGE Director
- ------------------------------ August 24, 1998
Boyd L. George

/s/ GEORGE N. HUTTON Director
- ------------------------------ August 24, 1998
George N. Hutton

/s/ JAMES N. WHITSON Director
- ------------------------------ August 24, 1998
James N. Whitson

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
- --------------- ------------------------------------------------------------------------------------------ ---------
<C> <S> <C>
1 -- Form of Purchase Agreement
4.1 -- Amended and Restated Certificate of Incorporation of the Company*
4.2 -- Amended and Restated By-Laws of the Company*
4.3 -- Rights Agreement, dated as of June 12, 1997 between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), which includes, as
Exhibit A thereto, the Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Company, as Exhibit B thereto, the Form of
Right Certificate and as Exhibit C thereto, the Summary of Rights to Purchase Preferred
Shares**
4.4 -- Specimen form of the Company's Common Stock Certificate***
5 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the validity of the securities
being registered
23.1 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5)
23.2 -- Independent Auditors' Consent of Deloitte & Touche LLP
24 -- Power of Attorney (included on signature page)
</TABLE>

- ------------------------

* Incorporated herein by reference from the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1997 (File No. 001-12929)

** Incorporated herein by reference from the Company's Registration Statement
on Form 8-A, filed with the Commission on June 30, 1997 (File No. 001-12929)

*** Incorporated herein by reference from the Company's Registration Statement
on Form S-4 filed with the Commission on June 13, 1997 (Reg. No. 333-23935)

<PAGE>
Exhibit 1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

COMMSCOPE, INC.
(a Delaware corporation)

____ Shares of Common Stock

FORM
OF

PURCHASE AGREEMENT

Dated: ___________ ___, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

PAGE
SECTION 1. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . 3
(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. . . . . . . . . . . 3
(i) COMPLIANCE WITH REGISTRATION REQUIREMENTS . . . . . . . . . . 3
(ii) INCORPORATED DOCUMENTS. . . . . . . . . . . . . . . . . . . . 4
(iii) FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . 4
(iv) INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . 5
(v) NO MATERIAL ADVERSE CHANGE IN BUSINESS. . . . . . . . . . . . 5
(vi) GOOD STANDING OF THE COMPANY . . . . . . . . . . . . . . . . 5
(vii) GOOD STANDING OF SUBSIDIARIES . . . . . . . . . . . . . . . 5
(viii) AUTHORIZATION AND DESCRIPTION OF OPTION SECURITIES . . . . 6
(ix) CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . 6
(x) AUTHORIZATION OF AGREEMENT. . . . . . . . . . . . . . . . . . 6
(xi) ABSENCE OF DEFAULTS AND CONFLICTS. . . . . . . . . . . . . . 6
(xii) ABSENCE OF PROCEEDINGS. . . . . . . . . . . . . . . . . . . 7
(xiii) POSSESSION OF INTELLECTUAL PROPERTY. . . . . . . . . . . . 7
(xiv) TITLE TO PROPERTY . . . . . . . . . . . . . . . . . . . . . 7
(xv) ENVIRONMENTAL LAWS . . . . . . . . . . . . . . . . . . . . . 8
(b) REPRESENTATIONS AND WARRANTIES BY THE SELLING STOCKHOLDERS . . . . 8
(i) AUTHORIZATION OF AGREEMENT, ETC.. . . . . . . . . . . . . . . 8
(ii) ABSENCE OF DEFAULTS AND CONFLICTS. . . . . . . . . . . . . . 8
(iii) TITLE TO SECURITIES . . . . . . . . . . . . . . . . . . . . 9
(iv) NO OFFERS OR SALES OF SECURITIES . . . . . . . . . . . . . . 9
(v) NO STABILIZATION OR MANIPULATION OF PRICE . . . . . . . . . . 10
(vi) COMPLIANCE WITH REGISTRATION REQUIREMENTS. . . . . . . . . . 10
(vii) TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 10
(viii) CUSTODIAL ARRANGEMENTS . . . . . . . . . . . . . . . . . . 10
(ix) MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . 11
(c) REPRESENTATION AND WARRANTY BY MBO-IV. . . . . . . . . . . . . . . 11
(d) OFFICER'S CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING. . . . . . . . . . 11
(a) INITIAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) OPTION SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . 11
(c) PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(d) DENOMINATIONS; REGISTRATION. . . . . . . . . . . . . . . . . . . . 13

SECTION 3. COVENANTS OF THE COMPANY. . . . . . . . . . . . . . . . . . . 13

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<PAGE>

PAGE

(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS . . 13
(b) FILING OF AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . 13
(c) DELIVERY OF REGISTRATION STATEMENTS. . . . . . . . . . . . . . . . 14
(d) DELIVERY OF PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . 14
(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. . . . . . . . . . . . . 14
(f) BLUE SKY QUALIFICATIONS. . . . . . . . . . . . . . . . . . . . . . 15
(g) RULE 158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(h) USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . 15
(i) LISTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(j) RESTRICTION ON SALE OF SECURITIES. . . . . . . . . . . . . . . . . 15
(k) REPORTING REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 4. PAYMENT OF EXPENSES . . . . . . . . . . . . . . . . . . . . . 16
(a) EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(b) TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . 16

SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS . . . . . . . . . . . 16
(a) EFFECTIVENESS OF REGISTRATION STATEMENT. . . . . . . . . . . . . . 17
(b) OPINIONS OF COUNSEL FOR THE COMPANY. . . . . . . . . . . . . . . . 17
(c) OPINIONS OF COUNSEL FOR THE SELLING STOCKHOLDERS . . . . . . . . . 17
(d) OPINION OF COUNSEL FOR THE UNDERWRITERS. . . . . . . . . . . . . . 17
(e) OFFICERS' CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 18
(f) ACCOUNTANT'S COMFORT LETTER. . . . . . . . . . . . . . . . . . . . 18
(g) BRING-DOWN COMFORT LETTER. . . . . . . . . . . . . . . . . . . . . 18
(h) APPROVAL OF LISTING. . . . . . . . . . . . . . . . . . . . . . . . 18
(i) NO OBJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(j) CONDITIONS TO PURCHASE OF OPTION SECURITIES. . . . . . . . . . . . 19
(i) OFFICERS' CERTIFICATES. . . . . . . . . . . . . . . . . . . . 19
(ii) OPINION OF COUNSEL FOR THE COMPANY . . . . . . . . . . . . . 19
(iii) OPINION OF COUNSEL FOR THE UNDERWRITERS . . . . . . . . . . 19
(iv) BRING-DOWN COMFORT LETTER. . . . . . . . . . . . . . . . . . 19
(k) ADDITIONAL DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . 19
(l) TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . 20

SECTION 6. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 20
(a) INDEMNIFICATION BY THE COMPANY. . . . . . . . . . . . . . . . . . 20
(b) INDEMNIFICATION BY MBO-IV. . . . . . . . . . . . . . . . . . . . 21
(c) INDEMNIFICATION BY THE SELLING STOCKHOLDERS. . . . . . . . . . . 22
(d) INDEMNIFICATION BY THE UNDERWRITERS. . . . . . . . . . . . . . . . 23
(e) ACTIONS AGAINST PARTIES; NOTIFICATION. . . . . . . . . . . . . . . 24
(f) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE . . . . . . . . 24

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<PAGE>

PAGE

SECTION 7. CONTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
SURVIVE DELIVERY. . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 9. TERMINATION OF AGREEMENT. . . . . . . . . . . . . . . . . . . 26
(a) TERMINATION; GENERAL . . . . . . . . . . . . . . . . . . . . . . . 26
(b) LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. . . . . . . . . . 27

SECTION 11. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 12. PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 13. GOVERNING LAW AND TIME. . . . . . . . . . . . . . . . . . . . 28

SECTION 14. EFFECT OF HEADINGS. . . . . . . . . . . . . . . . . . . . . . 28

SCHEDULES
Schedule A - List of Underwriters . . . . . . . . . . . . . . . . . Sch A-1
Schedule B - List of Selling Stockholders . . . . . . . . . . . . . Sch B-1
Schedule C - List of Selling Stockholders to Provide Opinions
of Counsel . . . . . . . . . . . . . . . . . . . . . Sch C-1

EXHIBITS
Exhibit A - Form of Opinion of Frank B. Wyatt, II . . . . . . . . . . A-1
Exhibit B - Form of Opinion of Fried, Frank . . . . . . . . . . . . . B-1
Exhibit C - Form of Opinion of Fried, Frank . . . . . . . . . . . . . C-1
Exhibit D - Form of Opinion of Fried, Frank . . . . . . . . . . . . . D-1
Exhibit E - Form of Opinion of General Counsel. . . . . . . . . . . . E-1
Exhibit F - Form of Comfort Letter. . . . . . . . . . . . . . . . . . F-1

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<PAGE>

COMMSCOPE, INC.

(a Delaware corporation)

_____ Shares of Common Stock

(Par Value $.01 Per Share)

PURCHASE AGREEMENT

__________ ___, 1998

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
CIBC Oppenheimer Corp.
Goldman, Sachs & Co.
as Representatives of the several Underwriters
c/o Merrill Lynch & Co.
Merrill, Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

Certain stockholders named in Schedule B hereto (the "Selling
Stockholders") of CommScope, Inc., a Delaware corporation (the "Company"),
confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), CIBC Oppenheimer Corp., Goldman,
Sachs & Co. and each of the other Underwriters named in Schedule A hereto
(collectively, the "Underwriters", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Merrill
Lynch, CIBC Oppenheimer Corp., and Goldman, Sachs & Co. are acting as
representatives (in such capacity, the "Representatives"), with respect to the
sale by the Selling Stockholders and the purchase by the Underwriters, acting
severally and not jointly, of the respective numbers of shares of Common Stock,
par value $.01 per share, of the Company ("Common Stock") set forth in said
Schedule A, and with respect to the grant by the Company to the Underwriters,
acting severally and not jointly, of the option described in Section 2(b) hereof
to purchase all or any part of _____ additional shares of Common Stock to cover
over-allotments, if any. The aforesaid _____ shares of Common Stock (the
"Initial Securities") to

<PAGE>

be purchased by the Underwriters and all or any part of the _____ shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities."

The Company and the Selling Stockholders understand that the Underwriters
propose to make a public offering of the Securities as soon as the
Representatives deem advisable after this Agreement has been executed and
delivered.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-_____) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus. Promptly after
execution and delivery of this Agreement, the Company will either (i) prepare
and file a prospectus (the "Form of Prospectus") in accordance with the
provisions of Rule 430A ("Rule 430A") of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of
Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or, (ii) if the Company has
elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare
and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule
434 and Rule 424(b). The information included in any such Form of Prospectus or
in any such Term Sheet, as the case may be, that was omitted from such
registration statement at the time it became effective but that is deemed to be
part of such registration statement at the time it became effective (a) pursuant
to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b)
pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information."
Each Form of Prospectus used before such registration statement became
effective, and any Prospectus that omitted, as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus." Such registration statement, including the exhibits
thereto, schedules thereto, if any, and the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it
became effective and including the Rule 430A Information and the Rule 434
Information, as applicable, is herein called the "Registration Statement." Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final Form of Prospectus, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, in the form first furnished to the Underwriters for use in connection with
the offering of the Securities is herein called the "Prospectus." If Rule 434
is relied on, the term "Prospectus" shall refer to the preliminary Prospectus
dated ________ __, 1998, together with the Term Sheet and all references in this
Agreement to the date of such Prospectus shall mean the date of the Term Sheet.
For purposes of this Agreement, all references to the Registration Statement,
any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

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<PAGE>

All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus (including, if applicable,
the Form of Prospectus) or the Prospectus (or other references of like import)
shall be deemed to mean and include all such financial statements and schedules
and other information which is incorporated by reference in the Registration
Statement, any preliminary prospectus (including the Form of Prospectus) or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934 (the "1934 Act") which is
incorporated by reference in the Registration Statement, such preliminary
prospectus or the Prospectus, as the case may be.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to each Underwriter as of the date hereof, as of Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b), hereof, and agrees with each Underwriter, as
follows:

(i) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company meets the
requirements for use of Form S-3 under the 1933 Act. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the 1933 Act and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the
Company, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective and at Closing Time (and, if any Option Securities are purchased,
at the Date of Delivery), the Registration Statement, the Rule 462(b)
Registration Statement and any amendments and supplements thereto complied
and will comply in all material respects with the requirements of the 1933
Act and the 1933 Act Regulations and did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading. Neither the Prospectus nor any amendments or supplements
thereto, at the time the Prospectus or any amendments or supplements
thereto were issued and at Closing Time (and, if any Option Securities are
purchased, at the Date of Delivery), included or will include an untrue
statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. If Rule 434 is
used, the Company will comply with the requirements of Rule 434. The
representations and

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<PAGE>

warranties in this subsection shall not apply to statements in or omissions
from the Registration Statement or the Prospectus made in reliance upon and
in conformity with information furnished to the Company in writing by any
Underwriter through the Representatives expressly for use in the
Registration Statement or the Prospectus or by a Selling Stockholder
expressly for use in the preparation of the answers therein to Item 7 of
Form S-3.

Each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the 1933 Act, complied when so filed in all
material respects with the 1933 Act Regulations and each preliminary
prospectus and the Prospectus delivered to the Underwriters for use in
connection with this offering was identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.

(ii)INCORPORATED DOCUMENTS. The documents incorporated or deemed to
be incorporated by reference in the Registration Statement and the
Prospectus, when they became effective or at the time they were or
hereafter are filed with the Commission, complied and will comply in all
material respects with the requirements of the 1933 Act and the 1933 Act
Regulations or the 1934 Act and the rules and regulations of the Commission
thereunder (the "1934 Act Regulations"), as applicable, and, when read
together with the other information in the Prospectus, at the time the
Registration Statement became effective, at the time the Prospectus was
issued and at Closing Time (and, if any Option Securities are purchased, at
the Date of Delivery), did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
the Representatives expressly for use therein or by a Selling Stockholder
expressly for use in the preparation of the answers therein to Item 7 of
Form S-3.

(iii) FINANCIAL INFORMATION. The financial statements included in the
Registration Statement and the Prospectus, together with the related
schedules and notes, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement
of operations, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules, if any, included or
incorporated by reference in the Registration Statement present fairly in
accordance with GAAP the information required to be stated therein. The
selected financial data and the summary financial information included in
the Prospectus present fairly the information shown therein and have been
compiled on a basis consistent with that of the audited financial
statements included in the Registration Statement.

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<PAGE>

(iv) INDEPENDENT ACCOUNTANTS. Deloitte & Touche LLP, who have
certified certain financial statements of the Company and its subsidiaries,
are independent public accountants as required by the 1933 Act and the
rules and regulations of the Commission thereunder.

(v) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Neither the Company nor
any of its subsidiaries has sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus; and, since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries other
than the issuance of shares of common stock not in excess of ______ shares
as a result of exercises of stock options under existing Company stock
option plans and borrowings under the Company's existing credit facility
not in excess of $______ or any material adverse change, or any
development that may reasonably be expected to involve a prospective
material adverse change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, otherwise than as set forth or contemplated
in the Prospectus.

(vi) GOOD STANDING OF THE COMPANY. The Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject
to no material liability or disability by reason of the failure to be so
qualified in any such jurisdiction.

(vii) GOOD STANDING OF SUBSIDIARIES. Each "significant subsidiary" of
the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each
a "Subsidiary" and, collectively, the "Subsidiaries") has been duly
organized and is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not result
in a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; except as otherwise disclosed in the
Registration Statement, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully
paid and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear

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<PAGE>

of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity, except pursuant to the Credit Agreement (as defined in the
Prospectus); none of the outstanding shares of capital stock of any
Subsidiary was issued in violation of the preemptive or similar rights of
any securityholder of such Subsidiary. The only Subsidiaries of the
Company are the Subsidiaries listed on Schedule C hereto.

(viii) AUTHORIZATION AND DESCRIPTION OF OPTION SECURITIES. The Option
Securities to be purchased by the Underwriters from the Company have been
duly authorized for issuance and sale to the Underwriters pursuant to this
Agreement and, when issued and delivered by the Company pursuant to this
Agreement against payment of the consideration set forth herein, will be
validly issued, fully paid and non-assessable; the Common Stock conforms to
all statements relating thereto contained in the Prospectus and such
description conforms to the rights set forth in the instruments defining
the same; no holder of the Option Securities will be subject to personal
liability by reason of being such a holder; and the issuance of the Option
Securities is not subject to the preemptive or other similar rights of any
securityholder of the Company.

(ix) CAPITALIZATION. The Company has an authorized capitalization as
set forth in the Prospectus, and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform to the description of the Common Stock
contained in the Prospectus; and all of the issued shares of capital stock
of each Subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and (except for directors'
qualifying shares) are owned directly or indirectly by the Company, free
and clear of all liens, encumbrances, equities or claims, except as
provided under the Credit Agreement (as defined in the Prospectus).

(x) AUTHORIZATION OF AGREEMENT. All consents, approvals,
authorizations and orders necessary for the execution and delivery by the
Company of this Agreement have been obtained; and the Company has full
right, power and authority to enter into this Agreement.

(xi) ABSENCE OF DEFAULTS AND CONFLICTS. The compliance by the Company
with all of the provisions of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
is bound or to which any of the property or assets of the Company or any of
its subsidiaries is subject, which conflict, breach, violation or default
would have, or may reasonably be expected to have, a material adverse
effect on the consolidated financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole, nor will such action result in any violation of the provisions of
the Certificate of Incorporation or By-laws of the Company or any statute
or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries or any
of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental
agency or body

-6-
<PAGE>

is required for the sale of the Securities or the consummation by the
Company of the transactions contemplated by this Agreement, except the
registration under the 1933 Act of the Securities and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters.

(xii) ABSENCE OF PROCEEDINGS. Other than as set forth or contemplated
in the Prospectus, there are no legal or governmental proceedings pending
to which the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject which
would individually or in the aggregate have, or may reasonably be expected
to have, a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

(xiii) POSSESSION OF INTELLECTUAL PROPERTY. The Company and its
subsidiaries own or possess, or own or possess adequate licenses or other
rights to use, all patents and trademarks used in connection with the
businesses conducted by them as described in the Prospectus, other than
such patents, trademarks or licenses with respect to which the failure to
own or possess, or to own or possess adequate licenses or other rights to
use in connection with the businesses conducted by the Company and its
subsidiaries as described in the Prospectus, individually or considered
together with all other such failures, may not reasonably be expected to
have a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and neither the Company nor any of its
subsidiaries has received any notice of infringement of or conflict with
(and knows of no such infringement of or conflict with) asserted rights of
others with respect to any such patents, trademarks or licenses of the
Company, which infringement or conflict, individually or considered
together with all other such infringements and conflicts, would have, or
may reasonably be expected to have, a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole.

(xiv) TITLE TO PROPERTY. The Company and its subsidiaries have good
and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them, in each case free
and clear of all liens, encumbrances and defects except such as are
described in the Prospectus or such as do not materially affect the value
of such property and do not interfere in any material respect with the use
made and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not

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<PAGE>

interfere in any material respect with the use made and proposed to be made
of such property and buildings by the Company and its subsidiaries.

(xv) ENVIRONMENTAL LAWS. Except as described in the Registration
Statement and except as would not, singly or in the aggregate, result in a
material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, (A) neither the Company nor any of its
subsidiaries is in violation of any Federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common
law or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, "Hazardous Materials") or to
the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws"), (B) the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements, (C)
there are no pending or threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries and (D)
there are no events or circumstances that might reasonably be expected to
form the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or governmental body or agency, against
or affecting the Company or any of its subsidiaries relating to Hazardous
Materials or any Environmental Laws.

(b) REPRESENTATIONS AND WARRANTIES BY THE SELLING STOCKHOLDERS. Each of
the Selling Stockholders (including Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership-IV ("MBO-IV")) represents and warrants to
each Underwriter as of the date hereof and as of Closing Time and agrees with
each Underwriter, as follows:

(i) AUTHORIZATION OF AGREEMENT, ETC. All consents, approvals,
authorizations and orders necessary for the execution and delivery by such
Selling Stockholder of this Agreement and its Power of Attorney and its
Custody Agreement hereinafter referred to, and for the sale and delivery of
the Securities to be sold by such Selling Stockholder hereunder, have been
obtained; and such Selling Stockholder has full right, power and authority
to enter into this Agreement, its Power of Attorney and its Custody
Agreement and to sell, assign, transfer and deliver the Securities to be
sold by such Selling Stockholder hereunder.

(ii) ABSENCE OF DEFAULTS AND CONFLICTS. The sale of the Securities to
be sold by such Selling Stockholder hereunder and the compliance by such
Selling Stockholder with all of the provisions of this Agreement, its Power
of Attorney and its Custody Agreement and the

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<PAGE>

consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any statute, indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which such Selling Stockholder is a party or by which such Selling
Stockholder is bound or to which any of the property or assets of such
Selling Stockholder is subject, nor will such action result in any
violation of the provisions of the Certificate of Incorporation or By-laws
of such Selling Stockholder if such Selling Stockholder is a corporation,
the Partnership Agreement of such Selling Stockholder if such Selling
Stockholder is a partnership or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over such Selling Stockholder or the property of such Selling Stockholder.

(iii) TITLE TO SECURITIES. Immediately prior to Closing Time, such
Selling Stockholder will have good and valid title to the Securities to be
sold by such Selling Stockholder hereunder, free and clear of all liens,
encumbrances, equities or claims, except for those arising under this
Agreement, its Custody Agreement and its Power of Attorney; and, upon
payment therefor and the delivery to the Depository Trust Company ("DTC")
or its agent of the Securities registered in the name of Cede & Co. or such
other nominee designated by DTC, both as provided for herein, and the
crediting of the Securities to the Underwriters' accounts with DTC, Cede &
Co. or such other nominee designated by DTC will be a "protected purchaser"
of the Securities (as defined in Section 8-303 of the Uniform Commercial
Code as in effect in the State of New York (the "UCC")), the Underwriters
will acquire a valid "security entitlement" (within the meaning of Section
8-501 of the UCC) to the Securities, and no action based on an "adverse
claim" (as defined in Section 8-102 of the UCC) may be asserted against the
Underwriters with respect to such security entitlement (assuming that the
Underwriters are without notice of any such adverse claim).

(iv) NO OFFERS OR SALES OF SECURITIES. During the period beginning
from the date hereof and continuing to and including the date 90 days after
the date of the Prospectus, not to offer, sell, contract to sell or
otherwise dispose of, except as provided hereunder, any securities of the
Company that are substantially similar to the Securities, including but not
limited to any securities that are convertible into or exchangeable for, or
that represent the right to receive, Common Stock or any such substantially
similar securities (other than any transfers to (A) any spouse, parent,
child, brother or sister of such Selling Stockholder, or any issue of the
foregoing (including for this purpose persons legally adopted into the line
of descent), (B) a trust established solely for the benefit of such Selling
Stockholder or any spouse, parent, child, brother or sister of such Selling
Stockholder, or for the benefit of any issue of the foregoing, (C) any
corporation or partnership which is controlled by such Selling Stockholder,
or by any spouse, parent, child, brother or sister of such Selling
Stockholder, or by any issue of the foregoing, (D) any charitable
organization or not-for-profit corporation or, (E) if such Selling
Stockholder is a partnership, its partners and other than any transfers
in connection with sales by such Selling Stockholder in the open market
of shares of Common Stock, or such substantially similar securities, that
were acquired by such Selling Stockholder in the open market; provided,
however, that prior to each such transfer such transferee shall have
entered into a letter agreement with the Underwriters agreeing to abide
by the restrictions contained in this clause (iv)).

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<PAGE>

(v) NO STABILIZATION OR MANIPULATION OF PRICE. Such Selling
Stockholder has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might
reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or
resale of the Securities.

(vi) COMPLIANCE WITH REGISTRATION REQUIREMENTS. To the extent that
any statements or omissions made in the Registration Statement, any
preliminary prospectus, the Prospectus or any amendment or supplement
thereto are made in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder expressly
for use therein, such preliminary prospectus and the Registration Statement
did, and the Prospectus and any further amendments or supplements to the
Registration Statement and the Prospectus, when they become effective or
are filed with the Commission, as the case may be, will, conform in all
material respects to the requirements of the 1933 Act and the rules and
regulations of the Commission thereunder and will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading.

(vii) TAX MATTERS. In order to document the Underwriters' compliance
with the reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Selling Stockholder will deliver to you prior to or at
such Closing Time a properly completed and executed United States Treasury
Department Form W-9 (or other applicable form or statement specified by
Treasury Department regulations in lieu thereof).

(viii) CUSTODIAL ARRANGEMENTS. Either (A) certificates in negotiable
form representing all of the Securities to be sold by such Selling
Stockholder hereunder have been placed in custody under a Custody
Agreement, or (B) an Effective Notice (as defined in the Custody
Agreements) has been delivered to ChaseMellon Shareholder Services, L.L.C.,
as custodian (the "Custodian"), irrevocably authorizing the Custodian to
sell hereunder all or a portion of the Securities distributed to such
Selling Stockholder by Instrument Partners, a New York limited partnership
("Instrument Partners"), prior to Closing Time, all as set forth in the
Custody Agreement in the form heretofore furnished to you (each, a "Custody
Agreement"), duly executed and delivered by such Selling Stockholder to the
Custodian, and such Selling Stockholder has duly executed and delivered a
Power of Attorney, in the form heretofore furnished to you (each, a "Power
of Attorney"), appointing the person indicated in Schedule II hereto as
such Selling Stockholder's attorney-in-fact (the "Attorney-in-Fact") with
authority to execute and deliver this Agreement on behalf of such Selling
Stockholder, to determine the purchase price to be paid by the Underwriters
to the Selling Stockholders as provided in Section 2 hereof, to authorize
the delivery of the Securities to be sold by such Selling Stockholder
hereunder and otherwise to act on behalf of such Selling Stockholder in
connection with the transactions contemplated by this Agreement and its
Custody Agreement.

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<PAGE>

(ix) MISCELLANEOUS. The Securities (A) represented by the
certificates held in custody for such Selling Stockholder under its Custody
Agreement or (B) the subject of the Effective Notice are subject to the
interests of the Underwriters hereunder; the arrangements made by such
Selling Stockholder for such custody, and the appointment by such Selling
Stockholder of the Attorney-in-Fact under a Power of Attorney, are to that
extent irrevocable; the obligations of the Selling Stockholders hereunder
shall not be terminated by operation of law, whether by the death or
incapacity of any individual Selling Stockholder or, in the case of an
estate or trust, by the death or incapacity of any executor or trustee or
the termination of such estate or trust, or in the case of a partnership or
corporation, by the dissolution of such partnership or corporation, or by
the occurrence of any other event; if any individual Selling Stockholder or
any such executor or trustee should die or become incapacitated, or if any
such estate or trust should be terminated, or if any such partnership or
corporation should be dissolved, or if any other such event should occur,
before the delivery of the Securities hereunder, certificates representing
the Securities shall be delivered by or on behalf of the Selling
Stockholders in accordance with the terms and conditions of this Agreement
and of the various Custody Agreements; and actions taken by the
Attorney-in-Fact pursuant to the Powers of Attorney shall be as valid as if
such death, incapacity, termination, dissolution or other event had not
occurred, regardless of whether or not the Custodian, the Attorney-in-Fact,
or any of them, shall have received notice of such death, incapacity,
termination, dissolution or other event.

(c) REPRESENTATION AND WARRANTY BY MBO-IV. MBO-IV represents and
warrants to each Underwriter as of the date hereof and as of Closing Time and
agrees with each Underwriter that MBO-IV has good and valid title to the
Securities to be sold by MBO-IV hereunder, free and clear of all liens,
encumbrances, equities or claims, except for those arising under this
Agreement, its Custody Agreement and its Power of Attorney.

(d) OFFICER'S CERTIFICATES. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

(a) INITIAL SECURITIES. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, each of the Selling Stockholders agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter, severally and not jointly,
agrees to purchase from each of the Selling Stockholders, at a price per share
of $______, the number of Initial Securities set forth in Schedule A opposite
the name of such Underwriter, plus any additional number of Initial Securities
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof.

(b) OPTION SECURITIES. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants

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<PAGE>

an option to the Underwriters, severally and not jointly, to purchase up to an
additional _____ shares of Common Stock at the price per share set forth in
paragraph (a) above, less an amount per share equal to any dividends or
distributions declared by the Company and payable on the Initial Securities but
not payable on the Option Securities. The option hereby granted will expire
30 days after the date hereof and may be exercised in whole or in part from time
to time only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Initial Securities upon
notice by the Representatives to the Company setting forth the number of Option
Securities as to which the several Underwriters are then exercising the option
and the time and date of payment and delivery for such Option Securities. Any
such time and date of delivery for the Option Securities (a "Date of Delivery")
shall be determined by the Representatives, but shall not be later than seven
full business days after the exercise of said option, nor in any event prior to
Closing Time, as hereinafter defined. If the option is exercised as to all or
any portion of the Option Securities, each of the Underwriters, acting severally
and not jointly, will purchase that proportion of the total number of Option
Securities then being purchased which the number of Initial Securities set forth
in Schedule A opposite the name of such Underwriter bears to the total number of
Initial Securities, subject in each case to such adjustments as the
Representatives in their discretion shall make to eliminate any sales or
purchases of fractional shares.

(c) PAYMENT. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, or at such
other place as shall be agreed upon by the Representatives and the Selling
Stockholders, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing
occurs after 4:30 P.M. (Eastern time) on any given day) business day after the
date hereof (unless postponed in accordance with the provisions of Section 10),
or such other time not later than ten business days after such date as shall be
agreed upon by the Representatives and the Selling Stockholders (such time and
date of payment and delivery being herein called "Closing Time").

In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.

Payment shall be made to (i) the Selling Stockholders by wire transfer of
immediately available funds to a bank account designated by the Selling
Stockholders in respect of Initial Securities and (ii) the Company by wire
transfer of immediately available funds to a bank account designated by the
Company in respect of Option Securities, if any, in each case against delivery
to the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for their account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as Representatives of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be

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<PAGE>

purchased by any Underwriter whose funds have not been received by Closing Time
or the relevant Date of Delivery, as the case may be, but such payment shall not
relieve such Underwriter from its obligations hereunder.

(d) DENOMINATIONS; REGISTRATION. Certificates for the Initial Securities
and the Option Securities, if any, shall be in such denominations and registered
in such names as the Representatives may request in writing at least one full
business day before Closing Time or the relevant Date of Delivery, as the case
may be. The certificates for the Initial Securities and the Option Securities,
if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to Closing Time or the relevant Date of Delivery, as
the case may be.

SECTION 3. COVENANTS OF THE COMPANY. The Company covenants with each
Underwriter as follows:

(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS.
The Company, subject to paragraph (b) below, will comply with the
requirements of Rule 430A or Rule 434, as applicable, and will notify the
Representatives immediately, and confirm the notice in writing, (i) when
any post-effective amendment to the Registration Statement shall become
effective, or any supplement to the Prospectus or any amended Prospectus
shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or
for additional information and (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, or of the initiation or threatening
of any proceedings for any of such purposes. The Company will promptly
effect the filings necessary pursuant to Rule 424(b) and will take such
steps as it deems necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) was received for filing
by the Commission and, in the event that it was not, it will promptly file
such prospectus. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to obtain
the lifting thereof at the earliest possible moment.

(b) FILING OF AMENDMENTS. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the
Registration Statement (including any filing under Rule 462(b)), any Term
Sheet or any amendment, supplement or revision to either the prospectus
included in the Registration Statement at the time it became effective or
to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or
otherwise, will furnish the Representatives with copies of any such
documents a reasonable amount of time prior to such proposed filing or use,
as the case may be, and will not file or use any such document to which the
Representatives or counsel for the Underwriters shall reasonably object.

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<PAGE>

(c) DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished
or will deliver to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally
filed and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein and documents incorporated or deemed to
be incorporated by reference therein) and signed copies of all consents and
certificates of experts, and will also deliver to the Representatives,
without charge, a conformed copy of the Registration Statement as
originally filed and of each amendment thereto (without exhibits) for each
of the Underwriters. The copies of the Registration Statement and each
amendment thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) DELIVERY OF PROSPECTUS. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the Company hereby consents
to the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period
when the Prospectus is required to be delivered under the 1933 Act or the
1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request. The Prospectus
and any amendments or supplements thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will
comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and
the 1934 Act Regulations so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement and in the Prospectus.
If at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering or sale of the
Securities when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of counsel
for the Underwriters or for the Company, to amend the Registration
Statement or amend or supplement any Prospectus in order that the
Prospectus will not include any untrue statements of a material fact or
omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the
time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration
Statement or amend or supplement any Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, the Company will
promptly prepare and file with the Commission, subject to paragraph (b)
below, such amendment or supplement as may be necessary to correct such
statement or omission or to make the Registration Statement or the
Prospectus comply with such requirements, and the Company will furnish to
the Underwriters such number of copies of such amendment or supplement as
the Underwriters may reasonably request.

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<PAGE>

(f) BLUE SKY QUALIFICATIONS. The Company will use its best efforts,
in cooperation with the Underwriters, to qualify the Securities for
offering and sale under the applicable securities laws of such states as
the Representatives may designate and to maintain such qualifications in
effect for a period of not less than one year from the later of the
effective date of the Registration Statement and any Rule 462(b)
Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify
as a foreign corporation or as a dealer in securities in any jurisdiction
in which it is not so qualified or to subject itself to taxation in respect
of doing business in any jurisdiction in which it is not otherwise so
subject. In each jurisdiction in which the Securities have been so
qualified, the Company will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification in
effect for a period of not less than one year from the effective date of
the Registration Statement and any Rule 462(b) Registration Statement.

(g) RULE 158. The Company will timely file such reports pursuant to
the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the
purposes of, and to provide the benefits contemplated by, the last
paragraph of Section 11(a) of the 1933 Act.

(h) USE OF PROCEEDS. The Company will use the net proceeds received
by it from the sale of the Option Securities in the manner specified in the
Prospectus under "Use of Proceeds."

(i) LISTING. The Company will use its best efforts to effect the
listing of the Option Securities on the New York Stock Exchange, Inc. (the
"Exchange").

(j) RESTRICTION ON SALE OF SECURITIES. During a period of 90 days
from the date of the Prospectus, the Company will not, without the prior
written consent of the Representatives, (i) directly or indirectly, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant
to purchase or otherwise transfer or dispose of any share of Common Stock
or any securities convertible into or exercisable or exchangeable for
Common Stock or file any registration statement under the 1933 Act with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of the Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to (A) the
Securities to be sold under this Agreement, (B) any shares of Common Stock
issued by the Company upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and referred to in
the Prospectus, (C) any shares of Common Stock issued or options to
purchase Common Stock granted pursuant to existing employee benefit plans
of the Company referred to in the Prospectus or (D) any

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<PAGE>

shares of Common Stock issued pursuant to any non-employee director stock
plan or dividend reinvestment plan.

(k) REPORTING REQUIREMENTS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission pursuant
to the 1934 Act within the time periods required by the 1934 Act and the
1934 Act Regulations.

SECTION 4. PAYMENT OF EXPENSES.

(a) EXPENSES. The Company will pay all expenses incident to the
performance of its obligations or the Selling Stockholders' obligations under
this Agreement, including (i) the preparation, printing and filing of the
Registration Statement (including financial statements and exhibits) as
originally filed and of each amendment thereto, (ii) the preparation, printing
and delivery to the Underwriters of this Agreement, any Agreement among
Underwriters and such other documents as may be required in connection with the
offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to the
Underwriters, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the
Underwriters, (iv) the fees and disbursements of the Company's counsel,
accountants and other advisors and the Selling Stockholders' counsel, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheets and of the Prospectus and any amendments
or supplements thereto, (vii) the preparation, printing and delivery to the
Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii)
the fees and expenses of any transfer agent or registrar for the Securities,
(ix) the filing fees incident to, and the reasonable fees and disbursements of
counsel to the Underwriters in connection with, the review by the National
Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of
the Securities and (x) the fees and expenses incurred in connection with the
listing of the Option Securities on the Exchange.

(b) TERMINATION OF AGREEMENT. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or
Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company and the Selling Stockholders
contained in Section 1 hereof or in certificates of any officer of the Company
and the Selling Stockholders or any subsidiary of any of them delivered pursuant

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<PAGE>

to the provisions hereof, to the performance by the Company and the Selling
Stockholders of its or their respective covenants and other obligations
hereunder, and to the following further conditions:

(a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at Closing Time no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any
request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the
Underwriters. A prospectus containing the Rule 430A Information shall have
been filed with the Commission in accordance with Rule 424(b) (or a
post-effective amendment providing such information shall have been filed
and declared effective in accordance with the requirements of Rule 430A)
or, if the Company has elected to rely upon Rule 434, a Term Sheet shall
have been filed with the Commission in accordance with Rule 424(b).

(b) OPINIONS OF COUNSEL FOR THE COMPANY. At Closing Time, the
Representatives shall have received the favorable opinions, dated as of
Closing Time, of (i) Frank B. Wyatt, II, Vice President, General Counsel
and Secretary of the Company, and (ii) Fried, Frank, Harris, Shriver &
Jacobson, counsel for the Company, each in form and substance satisfactory
to counsel for the Underwriters, together with signed or reproduced copies
of such opinions for each of the other Underwriters, to the effect set
forth in Exhibit A and B hereto, respectively, and to such further effect
as counsel to the Underwriters may reasonably request.

(c) OPINIONS OF COUNSEL FOR THE SELLING STOCKHOLDERS. At Closing
Time, the Representatives shall have received the favorable opinions, dated
as of Closing Time, of (i) Fried, Frank, Harris, Shriver & Jacobson,
counsel for MBO-IV and the other Selling Stockholders, and (ii) the
respective General Counsel of each of the Selling Stockholders listed on
Schedule C, each in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such opinion for
each of the other Underwriters, to the effect set forth in Exhibits C, D
and E hereto, respectively, and to such further effect as counsel to the
Underwriters may reasonably request.

(d) OPINION OF COUNSEL FOR THE UNDERWRITERS. At Closing Time, the
Representatives shall have received the favorable opinion or opinions,
dated as of Closing Time, of Sullivan & Cromwell, counsel for the
Underwriters, together with signed or reproduced copies of such opinion for
each of the other Underwriters, with respect to the incorporation of the
Company, the validity of the Securities being delivered at Closing Time,
the Registration Statement, the Prospectus and such other related matters
as the Underwriters may reasonably request. In giving such opinion such
counsel may rely, as to all matters governed by the laws of jurisdictions
other than the law of the State of New York, the federal law of the United
States and the General Corporation Law of the State of Delaware, upon the
opinions of counsel satisfactory to the Representatives. Such counsel may
also state that,

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<PAGE>

insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and
its subsidiaries and certificates of public officials.

(e) OFFICERS' CERTIFICATES. At Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectus, any material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole, and the
Representatives shall have received a certificate of the President or a
Vice President of the Company and of the chief financial or chief
accounting officer of the Company, dated as of Closing Time, to the effect
that (i) there has been no such material adverse effect, (ii) the
representations and warranties in Section 1(a) hereof are true and correct
with the same force and effect as though expressly made at and as of
Closing Time, (iii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or
prior to Closing Time, and (iv) no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or are contemplated by the
Commission. In addition, the Representatives shall have received a
certificate of the Selling Stockholders, dated as of Closing Time, to the
effect that (i) the representations and warranties in Section 1(b) (and, in
the case of MBO-IV, 1(c)) hereof are true and correct with the same force
and effect as though expressly made at and as of Closing Time and (ii) the
Selling Stockholders have complied with all agreements and satisfied all
conditions on their part to be performed or satisfied at or prior to
Closing Time.

(f) ACCOUNTANT'S COMFORT LETTER. At the time of the execution of
this Agreement, the Representatives shall have received from Deloitte &
Touche LLP a letter dated such date, in form and substance satisfactory to
the Representatives, together with signed or reproduced copies of such
letter for each of the other Underwriters, to the effect set forth in
Exhibit F and to such further effect as the Representatives may reasonably
request.

(g) BRING-DOWN COMFORT LETTER. At Closing Time, the Representatives
shall have received from Deloitte & Touche LLP a letter, dated as of
Closing Time, to the effect that they reaffirm the statements made in the
letter furnished pursuant to paragraph (f) above, except that the specified
date referred to shall be a date not more than three business days prior to
Closing Time.

(h) APPROVAL OF LISTING. At Closing Time, the Option Securities
shall have been approved for listing on the Exchange, subject only to
official notice of issuance.

(i) NO OBJECTION. The NASD has confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

-18-
<PAGE>

(j) CONDITIONS TO PURCHASE OF OPTION SECURITIES. In the event that
the Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the Option Securities, the representations
and warranties of the Company contained herein and the statements in any
certificates furnished by the Company hereunder shall be true and correct
as of each Date of Delivery and, at the relevant Date of Delivery, the
Representatives shall have received:

(i) OFFICERS' CERTIFICATES. Certificates, dated such Date of
Delivery, of the President or a Vice President of the Company and of
the chief financial or chief accounting officer of the Company
confirming that the certificate delivered by the Company at Closing
Time pursuant to paragraph (e) above remain true and correct as of
such Date of Delivery.

(ii) OPINION OF COUNSEL FOR THE COMPANY. The favorable opinions,
dated such Date of Delivery, of (i) Frank B. Wyatt, II, Vice
President, General Counsel and Secretary of the Company, and (ii)
Fried, Frank, Harris, Shriver & Jacobson, counsel for the Company,
each in form and substance satisfactory to counsel for the
Underwriters, relating to the Option Securities to be purchased on
such Date of Delivery and otherwise to the same effect as the opinions
required by paragraph (b) above.

(iii) OPINION OF COUNSEL FOR THE UNDERWRITERS. The favorable
opinion, dated such Date of Delivery, of Sullivan & Cromwell, counsel
for the Underwriters, relating to the Option Securities to be
purchased on such Date of Delivery and otherwise to the same effect as
the opinion required by paragraph (d) above.

(iv) BRING-DOWN COMFORT LETTER. A letter from Deloitte & Touche
LLP, in form and substance satisfactory to the Representatives and
dated such Date of Delivery, substantially in the same form and
substance as the letter furnished to the Representatives pursuant to
paragraph (g) above, except that the "specified date" in the letter
furnished pursuant to this paragraph shall be a date not more than
five days prior to such Date of Delivery.

(k) ADDITIONAL DOCUMENTS. At Closing Time and at each Date of
Delivery, counsel for the Underwriters shall have been furnished with such
documents and opinions as they may reasonably require for the purpose of
enabling them to pass upon the issuance and sale of the Securities as
herein contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained, and all proceedings taken by the Company in connection
with the issuance and sale of the Securities as herein contemplated shall
be satisfactory in form and substance to the Representatives and counsel
for the Underwriters.

-19-
<PAGE>

(l) TERMINATION OF AGREEMENT. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option
Securities on a Date of Delivery which is after Closing Time, the
obligations of the several Underwriters to purchase the relevant Option
Securities, may be terminated by the Representatives by notice to the
Company at any time at or prior to Closing Time or such Date of Delivery,
as the case may be, and such termination shall be without liability of any
party to any other party, except as provided in Section 4 and except that
Sections 1, 6, 7 and 8 shall survive any such termination and remain in
full force and effect.

SECTION 6. INDEMNIFICATION.

(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, provided that (subject to paragraph
(f) below) any such settlement is effected with the written consent of the
Company; and

(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by Merrill Lynch),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission to the extent that any such expense is not paid under (i) or (ii)
above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement

-20-
<PAGE>

or omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use in the Registration Statement (or
any amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto); and PROVIDED, FURTHER, that the Company
shall not be liable to any Underwriter under the indemnity agreement in this
paragraph (a) with respect to any preliminary prospectus to the extent that any
such loss, claim, damage or liability of such Underwriter results from the fact
that such Underwriter sold Securities to a person as to whom it shall be
established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as then
amended or supplemented in any case where such delivery is required by the 1933
Act if the Company has previously furnished copies thereof in sufficient
quantity to such Underwriter and the loss, claim, damage or liability of such
Underwriter results from an untrue statement or omission or a material fact
contained in the preliminary prospectus which was identified in writing at such
time to such Underwriter and corrected in the Prospectus or in the Prospectus as
then amended or supplemented.

(b) INDEMNIFICATION BY MBO-IV. MBO-IV (the "Indemnifying Stockholder"),
in proportion to the number of Securities to be sold by it hereunder, agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

-21-
<PAGE>

upon any such untrue statement or omission, or any such alleged untrue
statement or omission to the extent that any such expense is not paid under
(i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER, that
the Indemnifying Stockholder shall not be liable to any Underwriter under the
indemnity agreement in this paragraph (b) with respect to any preliminary
prospectus to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact that such Underwriter sold Securities to a
person as to whom it shall be established that there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus or
of the Prospectus as then amended or supplemented in any case where such
delivery is required by the 1933 Act if the Company or the Indemnifying
Stockholder have previously furnished copies thereof in sufficient quantity to
such Underwriter and the loss, claim, damage or liability of such Underwriter
results from an untrue statement or omission of a material fact contained in the
preliminary prospectus which was identified in writing at such time to such
Underwriter and corrected in the Prospectus or in the Prospectus as then amended
or supplemented. Notwithstanding the provisions of this paragraph (b), the
Indemnifying Stockholder shall not be required to pay an amount in excess of the
gross proceeds received by it from the Securities sold by it hereunder.

(c) INDEMNIFICATION BY THE SELLING STOCKHOLDERS. Each of the Selling
Stockholders, severally in proportion to the number of Securities to be sold by
such Selling Stockholder hereunder, agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

-22-
<PAGE>

written information furnished to the Company by such Selling Stockholder
expressly for use therein;

(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission to
the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER, that
the Selling Stockholders shall not be liable to any Underwriter under the
indemnity agreement in this paragraph (c) with respect to any preliminary
prospectus to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact that such Underwriter sold Securities to a
person as to whom it shall be established that there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus or
of the Prospectus as then amended or supplemented in any case where such
delivery is required by the 1933 Act if the Company or the Selling Stockholders
have previously furnished copies thereof in sufficient quantity to such
Underwriter and the loss, claim, damage or liability of such Underwriter results
from an untrue statement or omission of a material fact contained in the
preliminary prospectus which was identified in writing at such time to such
Underwriter and corrected in the Prospectus or in the Prospectus as then amended
or supplemented. Notwithstanding the provisions of this paragraph (c), no
Selling Stockholder shall be required to pay an amount in excess of the gross
proceeds received by such Selling Stockholder from the Securities sold by it
hereunder.

(d) INDEMNIFICATION BY THE UNDERWRITERS. Each Underwriter severally
agrees to indemnify and hold harmless the Company, the Selling Stockholders,
their respective directors, each of the officers of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against
any and all loss, liability, claim, damage and expense described in the
indemnities

-23-
<PAGE>

contained in paragraphs (a), (b) or (c) above, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto),
including the Rule 430A Information and the Rule 434 Information, if applicable,
or any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use
in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

(e) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to paragraphs (a), (b)
or (c) above, counsel to the indemnified parties shall be selected by Merrill
Lynch, and, in the case of parties indemnified pursuant to paragraph (d) above,
counsel to the indemnified parties shall be selected by the Company. An
indemnifying party may participate at its own expense in the defense of any such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

(f) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
paragraph (a), (b) or (c) above effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement
being entered into and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such
settlement.

-24-
<PAGE>

SECTION 7. CONTRIBUTION. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Stockholders on the one hand and the Underwriters on the
other hand from the offering of the Securities pursuant to this Agreement or,
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company and the Selling Stockholders on the one hand and of the Underwriters on
the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.

The relative benefits received by the Company and the Selling Stockholders
on the one hand and the Underwriters on the other hand in connection with the
offering of the Securities pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of
the Securities pursuant to this Agreement (before deducting expenses) received
by the Company and the Selling Stockholders and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover of the
Prospectus, or, if Rule 434 is used, the corresponding location on the Term
Sheet, bear to the aggregate initial public offering price of the Securities as
set forth on such cover.

The relative fault of the Company and the Selling Stockholders on the one
hand and the Underwriters on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or any of the Selling Stockholders or by
the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

The Company, the Selling Stockholders and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any

-25-
<PAGE>

damages which such Underwriter has otherwise been required to pay by reason of
any such untrue or alleged untrue statement or omission or alleged omission, and
[neither the Company nor any Selling Stockholder shall be required to
contribute, in the aggregate, any amount in excess of the gross proceeds
received by the Company or such Selling Stockholder, as the case may be, from
the Securities sold by it hereunder].

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company or any of the Selling Stockholders, each officer of
the Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company and
the Selling Stockholders. The Underwriters' respective obligations to
contribute pursuant to this Section 7 are several in proportion to the number of
Initial Securities set forth opposite their respective names in Schedule A
hereto and not joint.

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company and the Selling
Stockholders or any subsidiary of any of them submitted pursuant hereto, shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or controlling person, or by or on
behalf of the Company or any Selling Stockholder, and shall survive delivery of
the Securities to the Underwriters.

SECTION 9. TERMINATION OF AGREEMENT.

(a) TERMINATION; GENERAL. The Representatives may terminate this
Agreement, by notice to the Selling Stockholders, at any time at or prior to
Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
Prospectus, any material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, or (ii) if there has occurred any adverse change
in the financial markets in the United States or the international financial
markets, any outbreak of hostilities or escalation thereof or other calamity or
crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Representatives,
impracticable to market the Securities or to enforce contracts for the sale of
the Securities, or (iii) if trading in any securities of the Company has been
suspended or materially limited by the Commission or the Exchange, or if trading
generally on the American Stock Exchange or the Exchange or in the Nasdaq
National Market has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been

-26-
<PAGE>

required, by any of said exchanges or by such system or by order of the
Commission, the National Association of Securities Dealers, Inc. or any other
governmental authority or (iv) if a banking moratorium has been declared by
either Federal or New York authorities.

(b) LIABILITIES. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more of
the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of
the number of Securities to be purchased on such date, each of the
non-defaulting Underwriters shall be obligated, severally and not jointly,
to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the
number of Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after Closing Time, the
obligation of the Underwriters to purchase and of the Company to sell the
Option Securities to be purchased and sold on such Date of Delivery shall
terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery that is after Closing Time,
which does not result in a termination of the obligation of the Underwriters to
purchase and the Company to sell the relevant Option Securities, as the case may
be, either the Representatives, the Attorney-in-Fact on behalf of the Selling
Stockholders or the Company, as the case may be, shall have the right to
postpone Closing Time or the relevant Date of Delivery, as the case may be, for
a period not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or arrangements.
As used herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 10.

-27-
<PAGE>

SECTION 11. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at c/o Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, North Tower, World
Financial Center, New York, New York 10281-1201, attention of Larry Santoro,
with a copy to Robert E. Buckholz, Jr., Sullivan & Cromwell, 125 Broad Street,
New York, New York 10004; notices to the Company shall be directed to it at the
address set forth in the Registration Statement; and notices to any Selling
Stockholder shall be directed to such Selling Stockholder's Attorney-in-fact at
its address set forth in Schedule B hereto.

SECTION 12. PARTIES. This Agreement shall each inure to the benefit of
and be binding upon the Underwriters, the Company, the Selling Stockholders and
their respective successors. Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, the Company, the Selling Stockholders and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are for the sole and exclusive benefit of the Underwriters,
the Company, the Stockholders and their respective successors, and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Securities from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. EFFECT OF HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

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<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.

Very truly yours,

COMMSCOPE, INC.

By
---------------------------------
Title:

THE SELLING STOCKHOLDERS
NAMED IN SCHEDULE B HERETO

By
---------------------------------

As Attorney-in-Fact acting on behalf of
each of the Selling Stockholders named in
Schedule B to this Agreement

-29-
<PAGE>

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CIBC OPPENHEIMER CORP.
GOLDMAN, SACHS & CO.

By
----------------------------------
Authorized Signatory

For itself and as Representatives of the
other Underwriters named in Schedule A hereto.

-30-

<PAGE>
Exhibit 5

[Fried, Frank, Harris, Shriver & Jacobson Letterhead]

212-859-8076
August 26, 1998 (FAX: 212-859-8587)

CommScope, Inc.
1375 Lenoir-Ryne Boulevard
Hickory, North Carolina 28601

RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------

Ladies and Gentlemen:

We have acted as special counsel for CommScope, Inc., a Delaware
corporation (the "Company"), in connection with the underwritten public
offering (the "Offering") by certain of the Company's stockholders of shares
(the "Stockholder Shares") of common stock, par value $.01 per share (the
"Common Stock") of the Company and by the Company of shares of Common Stock
(the "Company Shares" and, together with the Stockholder Shares, the
"Shares") that may be offered and sold upon the exercise of an over-allotment
option granted to the underwriters. The Shares are to be offered to the
public pursuant to an underwriting agreement among the Company, the selling
stockholders named therein, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CIBC Oppenheimer Corp., and Goldman, Sachs & Co. as
representatives of the underwriters (the "Purchase Agreement").

With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification
on our part except to the extent otherwise expressly stated, and we express
no opinion with respect to the subject matter or accuracy of such assumptions
or items relied upon.

In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents,
and (iii) received such information from officers and representatives of the
Company as we have deemed necessary or appropriate for the purposes of this
opinion. In all examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to
original or certified

<PAGE>

CommScope, Inc. -2- August 26, 1998

copies of all copies submitted to us as conformed or reproduction copies. As
to various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assume the accuracy of, representations and warranties
contained in the documents and certificates and oral or written statements
and other information of or from representatives of the Company and others
and assume compliance on the part of all parties to the documents with their
covenants and agreements contained therein.

Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
(i) the Stockholder Shares are duly authorized, validly issued, fully paid
and non-assessable and (ii) the Company Shares, when issued, delivered and
paid for in accordance with the provisions of the Purchase Agreement, will be
duly authorized, validly issued, fully paid and non-assessable. The opinion
expressed herein is limited to the General Corporation Law of the State of
Delaware, as currently in effect.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Validity of Common Stock" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in the
category of such persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

Very truly yours,

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON

By: /s/ Lois Herzeca
-------------------------------------

Lois Herzeca

<PAGE>

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of CommScope, Inc. on Form S-3 of our report dated February 2,
1998, appearing in the Annual Report on Form 10-K of CommScope, Inc.
for the year ended December 31, 1997, and to the reference to us under the
heading "Experts' in the Prospectus, which is part of this Registration
Statement.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Hickory, North Carolina
August 25, 1998