SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMSCOPE, INC.
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(Name of Registrant as Specified In Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- ---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- ---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
- ---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------------------------
5) Total fee paid:
- ---------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
- ---------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------
(2) Form, Schedule or Registration Statement No:
----------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
COMMSCOPE, INC.
April 5, 1999
Dear Stockholder:
You are cordially invited to the Annual Meeting of Stockholders (the
"Annual Meeting") of CommScope, Inc., a Delaware corporation (the
"Company"), to be held on May 7, 1999 at 1:30 p.m., local time, at the
Chase Manhattan Bank, 270 Park Avenue - 11th Floor, New York, New York
10017.
At the Annual Meeting we will review the Company's activities in 1998,
as well as the outlook for 1999. Details of the business to be conducted
and the matters to be considered at the Annual Meeting are given in the
attached Notice of Annual Meeting and Proxy Statement.
It is important that your shares be represented at the Annual Meeting,
whether or not you are able to attend personally. You are therefore urged
to complete, sign, date and return the enclosed proxy card promptly in the
accompanying envelope, which requires no postage if mailed in the United
States. This year, if your shares are held in a participating bank or
brokerage account, you may be eligible to vote over the Internet, or by
telephone, as an alternative to mailing the traditional proxy card. Please
see "Voting Electronically via the Internet or Telephone" in the Proxy
Statement for further details.
You are, of course, welcome to attend the Annual Meeting and vote in
person, even if you have previously returned your proxy card or voted by
Internet or telephone.
Sincerely,
/s/ Frank M. Drendel
--------------------------------
Frank M. Drendel
Chairman of the Board and
Chief Executive Officer
<PAGE>
COMMSCOPE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders (the "Annual Meeting") of
CommScope, Inc. (the "Company") will be held on May 7, 1999, at 1:30 p.m.,
local time, at the Chase Manhattan Bank, 270 Park Avenue - 11th Floor, New
York, New York 10017.
The Annual Meeting will be conducted:
1. To consider and act on the following proposals, which are
described in the accompanying Proxy Statement:
Proposal One: To elect two Class II directors for terms
ending at the 2002 Annual Meeting of
Stockholders; and
Proposal Two: To ratify the appointment by the Board of
Directors of the Company of Deloitte & Touche
LLP as independent auditor for the Company
for the 1999 fiscal year.
2. To transact such other business as may properly come before
the Annual Meeting.
Stockholders of record at the close of business on March 23, 1999 will
be entitled to notice of and to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Frank B. Wyatt, II
-----------------------------------
Frank B. Wyatt, II
Secretary
April 5, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ACCOMPANYING
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ELECTED TO RECEIVE THE 1999 PROXY STATEMENT AND 1998 ANNUAL REPORT
ELECTRONICALLY OVER THE INTERNET YOU WILL NOT RECEIVE A PAPER PROXY AND YOU
SHOULD VOTE ONLINE, UNLESS YOU CANCEL YOUR ENROLLMENT. IF YOUR SHARES ARE
HELD IN A PARTICIPATING BANK OR BROKERAGE ACCOUNT AND YOU DID NOT ELECT TO
RECEIVE MATERIALS THROUGH THE INTERNET, YOU MAY BE ELIGIBLE TO VOTE YOUR
PROXY OVER THE INTERNET OR BY TELEPHONE. PLEASE SEE "VOTING ELECTRONICALLY
VIA THE INTERNET OR TELEPHONE" IN THE PROXY STATEMENT FOR FURTHER DETAILS.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERY TO THE
COMPANY OF A SUBSEQUENTLY EXECUTED PROXY OR A WRITTEN NOTICE OF REVOCATION
OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
<PAGE>
COMMSCOPE, INC.
1375 LENOIR-RHYNE BOULEVARD
HICKORY, NORTH CAROLINA 28601
------------------
PROXY STATEMENT
This Proxy Statement (the "Proxy Statement") is being furnished to the
stockholders of CommScope, Inc., a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of
the Company for use at the Annual Meeting of Stockholders (the "Annual
Meeting") of the Company to be held on May 7, 1999 at 1:30 p.m., local
time, at the Chase Manhattan Bank, 270 Park Avenue - 11th Floor, New York,
New York 10017, and any adjournment or postponement thereof.
At the Annual Meeting, stockholders will be asked to consider and vote
upon the following proposals: Proposal One: To elect two Class II directors
for terms ending at the 2002 Annual Meeting of Stockholders; and Proposal
Two: To ratify the appointment by the Board of Directors of the Company of
Deloitte & Touche LLP as independent auditor for the Company for the 1999
fiscal year.
The Board of Directors of the Company recommends a vote FOR approval
of each of the proposals.
The Board of Directors of the Company has fixed the close of business
on March 23, 1999 (the "Annual Meeting Record Date") as the record date for
determining the holders of outstanding shares of common stock, par value
$0.01 per share (the "Common Stock"), entitled to receive notice of, and to
vote at, the Annual Meeting or any adjournment thereof. On that date, there
were 50,509,737 shares of Common Stock issued and outstanding and entitled
to vote at the Annual Meeting, each entitled to one vote on all matters to
be acted upon. The Notice of Annual Meeting of Stockholders, this Proxy
Statement and the form of proxy are first being mailed or sent
electronically to each stockholder entitled to vote at the Annual Meeting
on or about April 5, 1999.
Effective July 28, 1997, the Company was spun-off (the "Spin-off")
from its parent company, General Instrument Corporation (the "Distributing
Company"), through a distribution of the Company's shares to the then
stockholders of the Distributing Company. Upon the Spin-off, the
Distributing Company changed its corporate name to General Semiconductor,
Inc. On February 2, 1998, NextLevel Systems, Inc. (which was also spun-off
from the Distributing Company) changed its name to General Instrument
Corporation.
VOTING AND REVOCATION OF PROXIES
VOTING
Only holders of record of shares of Common Stock as of the close of
business on the Annual Meeting Record Date will be entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof. The presence,
either in person or by properly executed proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to
constitute a quorum at the Annual Meeting and to permit action to be taken
by the stockholders at the Annual Meeting.
The affirmative vote of a plurality of the shares of Common Stock
entitled to vote thereon, present in person or represented by proxy, at the
Annual Meeting is required to elect the directors nominated pursuant to
Proposal One. The affirmative vote of a majority of the shares of Common
Stock entitled to vote thereon, present in person or represented by proxy,
is required to approve Proposal Two.
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For purposes of determining the number of votes cast with respect to
any voting matter, only those cast "for" or "against" are included;
abstentions and broker non-votes are excluded. For purposes of determining
whether the affirmative vote of the holders of a majority of the shares
entitled to vote on a proposal and present at the Annual Meeting has been
obtained, abstentions will be included in, and broker non-votes will be
excluded from, the number of shares present and entitled to vote.
Accordingly, abstentions will have the effect of a vote "against" the
matter (other than the election of directors) and broker non-votes will
have the effect of reducing the number of affirmative votes required to
achieve the majority vote.
All shares of Common Stock that are represented at the Annual Meeting
by properly executed proxies received prior to or at the Annual Meeting and
not revoked will be voted at the Annual Meeting in accordance with the
instructions indicated in such proxies. If no instructions are indicated
for a particular proposal on a proxy, such proxy will be voted in
accordance with the Board of Directors' recommendations as set forth herein
with respect to such proposal(s).
In the event that a quorum is not present at the time the Annual
Meeting is convened, or if for any other reason the Company believes that
additional time should be allowed for the solicitation of proxies, the
stockholders entitled to vote at the Annual Meeting, present in person or
represented by proxy, will have the power to adjourn the meeting from time
to time, without notice other than announcement at the meeting. If the
Company proposes to adjourn the Annual Meeting by a vote of the
stockholders, the persons named in the enclosed form of proxy will vote all
shares of Common Stock for which they have voting authority in favor of
such adjournment.
VOTING ELECTRONICALLY VIA THE INTERNET OR TELEPHONE
Stockholders whose shares are registered in the name of a bank or
brokerage and who elected to receive the Company's 1998 Annual Report and
this Proxy Statement over the Internet will be receiving an email on or
about April 5, 1999 with information on how to access stockholder
information and instructions for voting. If your shares are registered in
the name of a participating bank or brokerage firm and you have not elected
to receive the Company's 1998 Annual Report and this Proxy Statement over
the Internet, you may be eligible to vote your shares electronically over
the Internet or by telephone. A number of banks and brokerage firms are
participating in the ADP Shareholder Preference Database program. This
program provides eligible stockholders who receive a paper copy of a
company's annual report and proxy statement the opportunity to vote via the
Internet or by telephone. If your bank or brokerage firm is participating
in ADP's program, your voting form will provide instructions. If your
voting form does not reference Internet or telephone information, please
complete and return the paper proxy card in the self-addressed postage-paid
envelope provided.
REVOCATION
Any stockholder who executes and returns a proxy may revoke it at any
time prior to the voting of the proxies by giving written notice of
revocation to the Secretary of the Company or by executing a later-dated
proxy. In addition, voting by telephone, Internet or mail will not prevent
you from voting in person at the Annual Meeting should you be present and
wish to do so.
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PROPOSAL ONE: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of six directors
divided into three classes, Class I, Class II and Class III, with members
of each class holding office for staggered three-year terms and until their
successors have been duly elected and qualified. There are currently: two
Class I Directors, whose terms expire at the 2001 Annual Meeting of
Stockholders; two Class II Directors, whose terms expire at the Annual
Meeting; and two Class III Directors, whose terms expire at the 2000 Annual
Meeting of Stockholders (in all cases subject to the election and
qualification of their successors and to their earlier death, resignation
or removal).
If any one or more of the nominees is unable to serve for any reason
or withdraws from nomination, proxies will be voted for the substitute
nominee or nominees, if any, proposed by the Board of Directors. The Board
of Directors has no knowledge that any nominee will or may be unable to
serve or will or may withdraw from nomination. All of the following
nominees are presently serving as directors of the Company and have served
since the Spin-off. Information concerning the nominees for director is set
forth below.
NOMINEES FOR TERMS ENDING AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS
EDWARD D. BREEN, age 43, is Chairman and Chief Executive Officer of
General Instrument Corporation ("GI"). He has served in such capacity since
December 1997, after having served as Acting Chief Executive Officer and
President of GI 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 the Spin-off. He
continued in such positions for GI 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.
JAMES N. WHITSON, age 64, has served and continues to serve 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.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" EACH OF
THE FOREGOING NOMINEES AS A DIRECTOR OF THE COMPANY. PROXIES WILL BE VOTED
"FOR" EACH OF THE FOREGOING NOMINEES AS A DIRECTOR OF THE COMPANY, UNLESS
OTHERWISE SPECIFIED IN THE PROXY.
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<PAGE>
MANAGEMENT OF THE COMPANY
BOARD OF DIRECTORS OF THE COMPANY
The following table sets forth names, in alphabetical order, and
information as to the persons who currently serve as directors of the
Company, each of whom has served since the Spin-off (other than Mr.
Faircloth, who has served since February 11, 1999).
NAME, AGE AND CURRENT TERM
PRINCIPAL OCCUPATION EXPIRES INFORMATION
- -------------------------------- ---------- -----------------------------------
Edward D. Breen, 43 1999 Edward D. Breen is Chairman and
Chairman and Chief Executive Chief Executive Officer of GI. He
Officer of General Instrument has served in such capacity since
Corporation December 1997, after having served
as Acting Chief Executive Officer
and President of GI 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 the Spin-off. He
continued in such positions for GI
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.
Frank M. Drendel, 54 2000 Frank M. Drendel has been Chairman
Chairman and Chief and Chief Executive Officer of the
Executive Officer Company since the Spin-off. He
of the Company 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 1992, and was a director
of the Distributing Company from
1992 until the Spin-off. He has
served as President and Chairman
of CommScope, Inc. of North
Carolina ("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 GI, Nextel
Communications, Inc., C-SPAN and
the National Cable Television
Association.
4
<PAGE>
Duncan M. ("Lauch") 2000 Duncan M. ("Lauch") Faircloth has
Faircloth, 71 spent approximately 50 years, and
Private Investor, continues to spend time, in the
Former U.S. Senator private business sector building
several businesses in agriculture,
construction, real estate and
automobile dealerships. He is
also a long-time private
investor. Mr. Faircloth was a
United States Senator from 1993
through January 1999. He served
on the Senate Appropriations
Committee, the Banking, Housing
and Urban Affairs Committee and
the Small Business Committee. He
was the chairman of two
subcommittees - the Appropriations
Subcommittee on the District of
Columbia and the Banking
Subcommittee on Financial
Institutions and Regulatory
Relief. Mr. Faircloth also served
as Chairman of the North Carolina
Highway Commission from 1969 to
1973 and Secretary of the North
Carolina Department of Commerce
from 1977 to 1983.
Boyd L. George, 57 2001 Boyd L. George is Chairman of the
Chairman of the Board Board and Chief Executive Officer
and Chief Executive of Alex Lee, Inc. (subsidiaries of
Officer of Alex Lee, Inc. 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 Chairman and Chief
Executive Officer for such
subsidiary.
George N. Hutton, Jr., 69 2001 George N. Hutton, Jr. is and has
Private Investor been a private investor for more
than 10 years. He is a former
director of Sprint Corporation and
of M/A Com Inc.
5
<PAGE>
James N. Whitson, 64 1999 James N. Whitson has served and
Director of various continues to serve as a director
organizations of 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.
COMPENSATION OF DIRECTORS
Employee directors do not receive additional compensation for serving
on the Company's Board of Directors. Nonemployee directors receive an
annual retainer of $25,000, and committee chairmen receive an additional
$5,000 retainer. The nonemployee directors' remuneration is paid quarterly
unless payment is deferred. In addition, each nonemployee director, upon
initial election to the Board of Directors, receives 1,000 shares of Common
Stock that vest immediately and is granted an option to purchase 20,000
shares of Common Stock at an exercise price per share equal to the fair
market value on the date of grant, which option becomes exercisable with
respect to one-third of the underlying shares on each of the first three
anniversaries of the grant date. If a director remains in office, a similar
option is granted every three years.
COMMITTEES OF THE BOARD OF DIRECTORS - BOARD MEETINGS
The Board of Directors of the Company held 6 meetings in 1998. All
incumbent directors attended all of the meetings of the Board of Directors
and of the Board Committees on which they served, except that Mr. Breen
missed one Board meeting and one Board Committee meeting held on the same
day in 1998.
The Company has Audit, Compensation and Executive Committees of the
Board of Directors. Members of the Audit and Compensation Committees are
not employees of the Company. The Company has no nominating or similar
committee.
AUDIT COMMITTEE. The Audit Committee's principal functions are to
review the scope of the annual audit of the Company by its independent
auditors, review the annual financial statements of the Company and the
related audit report as prepared by the independent auditors, recommend the
selection of independent auditors each year and review any non-audit fees
paid to the independent auditors. The members of the Audit Committee are
the following nonemployee directors: Mr. Whitson, Chairman, Mr. Breen and
Mr. George. The Audit Committee held 3 meetings in 1998.
COMPENSATION COMMITTEE. The Compensation Committee administers the
stock option and incentive plans of the Company, and in this capacity it
makes or recommends option grants or awards under these plans. In addition,
the Compensation Committee makes recommendations to the Company's Board of
Directors with respect to the compensation of the Chief Executive Officer
and determines the compensation of the other senior executives. The
Compensation Committee also recommends the establishment of policies
dealing with various compensation and employee benefit plans for the
Company. The members of
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the Compensation Committee are the following nonemployee directors: Mr.
Hutton, Chairman, and Mr. Whitson. The Compensation Committee held 5
meetings in 1998.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to
exercise all powers and authority of the Company's Board of Directors that
may be lawfully delegated to it under Delaware law. It meets between
regularly scheduled meetings of the Company's Board of Directors to take
such action as is necessary for the efficient operation of the Company. The
members of the Executive Committee are: Mr. Drendel, Chairman, Mr. Breen
and Mr. George. The Executive Committee held 2 meetings in 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Frank M. Drendel, Chairman and Chief Executive Officer of the Company,
is the owner of FMD Autocars Ltd. In 1998, the Company leased an aircraft
from FMD Autocars Ltd. for an aggregate of approximately $85,000, including
certain reimbursable expenses associated with such aircraft usage. Mr.
Drendel also had a substantial equity interest in Wood Composite
Technologies, LLC. During 1998, the Company purchased plastic recyclable
reels from Wood Composite Technologies, LLC for an aggregate payment of
approximately $650,000. Furthermore, Mr. Drendel is a director of Nextel
Communications, Inc., a leading provider of fully integrated wireless
communication services. In 1998, Nextel Communications, Inc. purchased
products from the Company for an aggregate amount representing less than
1.5% of the Company's total sales. The Company believes the terms of all of
these transactions are no less favorable to the Company than the terms
which could be obtained from unrelated third parties.
Boyd L. George, a director of the Company, is Chairman and Chief
Executive Officer of Alex Lee, Inc., the parent of Lowes Food Stores, Inc.
In 1998, the Company purchased holiday gift certificates for all of its
North Carolina area employees (as an employee benefit) from Lowes Foods
Stores, Inc. for an aggregate payment of approximately $63,000. The Company
believes that the terms of this transaction were no less favorable to the
Company than the terms which could be obtained from an unrelated third
party.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and holders of more
than 10% of the Common Stock to file with the Securities and Exchange
Commission (the "Commission") reports of ownership and changes in ownership
of Common Stock and other equity securities of the Company on Forms 3, 4
and 5. The Company undertakes to make such filings on behalf of its
directors and officers. Based on written representations of reporting
persons and a review of those reports, the Company believes that, during
the year ended December 31, 1998, its officers and directors and holders of
more than 10% of the Common Stock complied with all applicable Section
16(a) filing requirements.
EXECUTIVE OFFICER COMPENSATION
SUMMARY OF COMPENSATION. The table below sets forth a summary of the
compensation paid by the Company for the last three fiscal years to the
Chief Executive Officer of the Company and the four additional most highly
compensated executive officers of the Company.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(a) Long-Term Compensation
---------------------- Awards
----------------------
Securities
Underlying All Other
Name and Principal Position Year Base Salary Bonus Options(#)(b) Compensation
--------------------------- ---- ----------- ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
FRANK M. DRENDEL............. 1998 $ 475,008 $ 316,999 101,800 $ 19,558(c)
CHAIRMAN AND CHIEF 1997 431,680 -- 303,337 14,707
EXECUTIVE OFFICER 1996 410,016 93,275 43,558 17,796
BRIAN D. GARRETT............. 1998 $ 285,000 $ 175,566 50,040 $ 17,088(c)
PRESIDENT AND CHIEF 1997 202,780 -- 150,011 14,630
OPERATING OFFICER 1996 169,842 37,866 -- 16,603
JEARLD L. LEONHARDT.......... 1998 $ 225,000 $ 138,605 50,040 $ 17,884(c)
EXECUTIVE VICE 1997 200,600 -- 112,510 13,079
PRESIDENT AND CHIEF 1996 185,025 51,224 -- 17,198
FINANCIAL OFFICER
GENE W. SWITHENBANK.......... 1998 $ 199,992 $ 112,937 27,100 $ 18,033(c)
EXECUTIVE VICE 1997 166,664 -- 78,668 12,927
PRESIDENT, 1996 142,584 37,129 -- 13,762
SALES AND MARKETING
FRANK J. LOGAN............... 1998 $ 199,992 $ 103,697 27,100 $ 18,033(c)
EXECUTIVE VICE 1997 166,664 -- 78,959 13,886
PRESIDENT, 1996 143,898 37,471 -- 15,113
INTERNATIONAL
- -------------------------
<FN>
(a) Unless otherwise indicated, with respect to any individual named in
the above table, the aggregate amount of perquisites and other
personal benefits, securities or property was less than the lesser of
$50,000 or 10% of the total annual salary and bonus reported for the
named executive officer.
(b) Reflects the number of shares of Common Stock underlying options
granted.
(c) Amounts for 1998 reflect (i) the matching contribution under the
CommScope, Inc. of North Carolina Employees Profit Sharing and Savings
Plan (the "Savings Plan") in the amount of $3,388, $1,538, $2,528,
$2,758 and $2,758 for 1998 on behalf of Messrs. Drendel, Garrett,
Leonhardt, Swithenbank and Logan, respectively (including 1997
contribution adjustments made in 1998), (ii) the allocation of
$11,507, $11,507, $11,507, $11,507 and $11,507 to the account of
Messrs. Drendel, Garrett, Leonhardt, Swithenbank and Logan,
respectively, under the Savings Plan for 1998, (iii) payment by the
Company in 1998 of premiums of $1,543, $923, $729, $648 and $648 for
term life insurance on behalf of Messrs. Drendel, Garrett, Leonhardt,
Swithenbank and Logan, respectively and (iv) payment by the Company in
1998 of cash amounts in lieu of allocations to their respective
Savings Plan accounts of $3,120, $3,120, $3,120, $3,120 and $3,120 on
behalf of Messrs. Drendel, Garrett, Leonhardt, Swithenbank and Logan,
respectively.
</FN>
</TABLE>
STOCK OPTIONS
GRANT OF OPTIONS. The table below sets forth information with respect
to grants of options to purchase Common Stock during the year ended
December 31, 1998 to the executives listed in the Summary Compensation
Table.
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<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM(A)
------------------------------------------------------------- -------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION
NAME GRANTED(#)(b) FISCAL YEAR ($/Sh) DATE 5%($) 10%($)
- -------------------------- -------------- ---------------- -------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Frank M. Drendel........ 101,800 8.6 $15.1875 12/17/08 $972,326 $2,464,066
Brian D. Garrett........ 50,040 4.2 $15.1875 12/17/08 $477,949 $1,211,217
Jearld L. Leonhardt..... 50,040 4.2 $15.1875 12/17/08 $477,949 $1,211,217
Gene W. Swithenbank..... 27,100 2.3 $15.1875 12/17/08 $258,841 $ 655,954
Frank J. Logan.......... 27,100 2.3 $15.1875 12/17/08 $258,841 $ 655,954
- ----------------------------
<FN>
(a) The assumed 5% and 10% annual rates of appreciation over the term of the
options are set forth in accordance with rules and regulations adopted
by the Commission and do not represent the Company's estimate of stock
price appreciation.
(b) Represents options granted under the 1997 Amended and Restated
CommScope, Inc. Long-Term Incentive Plan (the "1997 LTIP"). These
options become exercisable with respect to one-quarter of the shares
covered thereby on December 17, 1999, 2000, 2001 and 2002. In the event
of a change in control of the Company, all such options shall become
immediately and fully exercisable.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES AND YEAR-END VALUE. The following table sets
forth as of December 31, 1998, for each of the executives listed in the
Summary Compensation Table (i) the total number of unexercised options for
Common Stock (exercisable and unexercisable) held and (ii) the value of such
options which were in-the-money at December 31, 1998 (based on the difference
between the closing price of Common Stock at December 31, 1998 and the
exercise price of the option on such date).
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED STOCK OPTIONS AT IN-THE-MONEY STOCK OPTIONS
FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(A)
------------------------------ ------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ------------ ------------ -------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Frank M. Drendel......... -- -- 263,528 287,708 $1,011,785 $999,990
Brian D. Garrett......... -- -- 103,954 148,730 434,623 495,000
Jearld L. Leonhardt...... -- -- 96,263 123,729 440,098 413,171
Gene W. Swithenbank...... -- -- 53,204 79,608 246,373 278,515
Frank J. Logan........... -- -- 68,484 78,775 310,007 275,124
- -----------------------
<FN>
(a) Based on the difference between the closing price of $16.8125 per
share at December 31, 1998, as reported on the NYSE Composite Tape and
the exercise price of the option on such date.
</FN>
</TABLE>
9
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The CommScope, Inc. of North Carolina Supplemental Executive
Retirement Plan (the "SERP") is maintained for the benefit of certain
executives of the Company and its subsidiaries. The SERP provides for the
payment of a monthly retirement (or early retirement) benefit to
participants who retire from the Company on or after age 65 (or, for early
retirement benefits, on or after age 55 with ten years of service). All
individuals who were participants in the SERP on August 22, 1990, including
Messrs. Drendel, Garrett, Leonhardt, Swithenbank and Logan, are fully
vested in their benefits under the SERP and, thus, could retire prior to
attaining age 65 (or age 55 in the case of early retirement) and receive a
deferred benefit.
The benefits provided under the SERP are payable over 15 years and are
equal to a specified percentage, which does not exceed 50%, of the
participant's highest consecutive 12 months of base salary during the
participant's final 60 months of employment. Early retirement benefits are
subject to actuarial reductions. Based on compensation earned for the
calendar year which ended December 31, 1998, the estimated annual benefits
payable to Messrs. Drendel, Garrett, Leonhardt, Swithenbank and Logan on or
after attaining age 65 are $158,336, $95,000, $75,000, $66,664, and
$66,664, respectively.
Pursuant to the terms of the SERP, in the event of a change in control
of the Company (as defined in the SERP), each participant employed by the
Company immediately prior to the change in control shall become immediately
and fully vested in their pension benefits payable upon retirement.
EMPLOYMENT AGREEMENTS
In November 1988, Frank M. Drendel entered into an employment
agreement (the "Agreement") with GI Delaware and CommScope NC, providing
for his employment as President and Chief Executive Officer of CommScope NC
for an initial term ending on November 28, 1991. The Agreement provides for
a minimum salary, which is less than Mr. Drendel's current salary, and
provides that Mr. Drendel will participate in any management incentive
compensation plan for executive officers that CommScope NC maintains.
Commencing on November 29, 1989, subject to early termination by reason of
death or disability or for cause (as defined in the Agreement), the
Agreement extends automatically so that the remaining term is always two
years, unless either party gives notice of termination, in which case the
Agreement will terminate two years from the date of such notice. As of the
date of this Proxy Statement, neither party has given notice of
termination. Pursuant to the Agreement, Mr. Drendel is eligible to
participate in all benefit plans available to other CommScope NC senior
executives. The Agreement prohibits Mr. Drendel, for a period of five years
following the term of the Agreement, from engaging in any business in
competition with the business of CommScope NC, in any country where
CommScope NC then conducts business. Effective as of the Spin-off, GI
Delaware ceased to be a party to the Agreement.
SEVERANCE PROTECTION AND SEPARATION AGREEMENTS
The Company has entered into severance protection agreements with its
Chief Executive Officer and its other executive officers. These agreements
have a two-year term which is automatically extended for one year upon the
first anniversary of the agreement and every anniversary thereafter unless
notification is given to either the Company or the executive.
The agreements provide severance pay and other benefits in the event
of a termination of employment within 24 months of a Change in Control (as
defined in the agreement) of the Company if such termination
10
<PAGE>
is (i) for any reason other than by the Company for cause or disability or
by reason of the executive's death or (ii) by the executive for Good Reason
(as defined in the agreement). Such severance pay will be in an amount
equal to two times the sum of the executive's base salary and the highest
bonus that would be payable to the executive in the year of termination in
the case of the Chief Executive Officer and one and one-half times such sum
in the case of all other executive officers. In addition, the Company will
pay the executive all accrued but unpaid compensation and a pro rata bonus
(calculated up to the executive's termination date). The executive's
benefits will be continued for either 24 months, in the case of the Chief
Executive Officer, or 18 months in the case of all other executive officers
(in each case, a "Continuation Period"). If, at the end of the Continuation
Period, the executive is not employed by another employer (including
self-employment), the executive will receive for up to six months, an
amount equal to one-twelfth (1/12) of the sum of the executive's base
amount and the executive's bonus amount. The executive will also receive
limited reimbursement for out placement, tax and financial planning
assistance and reimbursement for relocation under certain circumstances.
The severance pay and benefits provided for under the severance protection
agreements shall be in lieu of any other severance pay to which the
executive may be entitled under any severance plan or any other plan,
agreement or arrangement of the Company or any of its affiliates. If the
executive's employment is terminated without cause (i) within six months
prior to a Change in Control or (ii) prior to the date of a Change in
Control but (A) at the request of a third party who effectuates a Change in
Control or (B) otherwise in connection with, or in anticipation of, a
threatened Change in Control which actually occurs, such termination shall
be deemed to have occurred after the Change in Control.
If the executive's employment is terminated by the Company for cause
or disability, by reason of the executive's death or by the executive other
than for Good Reason, the Company shall pay to the executive his accrued
compensation. In addition, in the case of a termination by the Company for
disability or due to the executive's death, the executive will receive a
pro rata bonus in addition to accrued compensation.
The agreements provide for a gross-up payment by the Company in the
event that the total payments the executive receives under the agreement or
otherwise are subject to the excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended. In such an event, the Company will pay an
additional amount so that the executive is made whole on an after-tax basis
from the effect of the excise tax.
OTHER CHANGE IN CONTROL ARRANGEMENTS
Following is a brief description of the change in control provisions
included in each of the Company's employee compensation plans and
arrangements.
ANNUAL INCENTIVE PLAN. The CommScope, Inc. Annual Incentive Plan (the
"Annual Incentive Plan") is the Company's annual cash bonus incentive plan
for the Chief Executive Officer and certain other key employees. In the
event of a change in control of the Company (as defined in the Annual
Incentive Plan), within 60 days thereafter, the Company will pay to each
participant in the Annual Incentive Plan immediately prior to such change
in control (regardless of whether such participant remains in the employ of
the Company following the change in control) a pro rata portion of his or
her bonus award assuming that all performance percentages are 100%.
DEFERRED COMPENSATION PLAN. The CommScope, Inc. of North Carolina
Deferred Compensation Plan (the "Deferred Compensation Plan") allows a
select group of management or highly compensated employees to defer a
percentage of compensation or a specified dollar amount each year; up to
50% of base salary and 100% of bonus earned. Amounts deferred are payable
in a lump sum or in annual installments
11
<PAGE>
pursuant to the terms of an irrevocable election made by the participant or
earlier upon termination of the participant's employment.
Upon a change in control of the Company (as defined in the Deferred
Compensation Plan), the Deferred Compensation Plan will terminate and each
participant will be paid his or her entire deferred account balance in a
single lump sum.
1997 LTIP. The 1997 LTIP provides for the granting of stock options,
restricted stock, performance units, performance shares, phantom stock,
director shares and tandem awards to employees, officers, and directors of
the Company and its subsidiaries. The Compensation Committee selects those
individuals to whom options and awards will be granted, and determines the
type, size and other terms and conditions of such options and awards,
including the vesting provisions and/or restrictions relating to such
awards. Pursuant to the terms of the 1997 LTIP and subject to an optionee's
rights under his or her option or award agreement, in the event of a change
in control of the Company (as defined in the 1997 LTIP), all stock options
granted pursuant to the 1997 LTIP will become immediately and fully
exercisable.
COMPENSATION COMMITTEE REPORT ON COMPENSATION OF EXECUTIVE OFFICERS
The Compensation Committee of the Board of Directors is comprised
entirely of nonemployee directors. The Compensation Committee considers and
recommends to the Board of Directors the base salary to be paid to the
Chief Executive Officer, determines the base salary for all other executive
officers, makes recommendations to the Board of Directors with respect to
the Company's overall compensation policies, administers and grants awards
under the 1997 LTIP and administers the Annual Incentive Plan with respect
to executive officers and performs such duties as the Board of Directors
may from time to time request.
In establishing and administering the Company's compensation policies
and programs, the Compensation Committee considered the compensation plans
and arrangements of a peer group of companies with which the Company
competes for customers and executive talent, including the levels of
individual compensation for similarly situated executives of the peer
group, as well as factors specifically relevant to the Company. The basic
objective of the Compensation Committee is to formulate compensation
policies and programs intended to attract, retain, and motivate highly
qualified key employees, including executive officers. Compensation of
executive officers and other key employees, including the Chief Executive
Officer, is comprised of three principal elements: (i) stock ownership,
(ii) base salary and (iii) annual bonus.
STOCK OWNERSHIP. The Compensation Committee believes that executive
officers and other significant employees, who are in a position to make a
substantial contribution to the long-term success of the Company and to
build stockholder value, should have a significant stake in the Company's
on-going success. This focuses attention on managing the Company as an
owner with an equity position in the business and seeks to align these
employees' interests with the long-term interests of stockholders.
Accordingly, one of the Company's principal methods to motivate executive
officers and other significant employees is through a broad and deep stock
option program.
In 1998 the Board of Directors and stockholders approved the 1997
LTIP, including amendments thereto. The amendment and restatement of the
1997 LTIP, among other things, increased the number of shares of Common
Stock available for grant under the plan by 2.4 million shares. Prior to
the amendment and restatement of the 1997 LTIP, as of March 5, 1998, only
approximately 524,350 shares of Common Stock were available for future
grant. During 1998, the Company awarded options to purchase an
12
<PAGE>
aggregate of approximately 352,380 shares of Common Stock to 9 executive
officers (including executive officers named in the Summary Compensation
Table). The exercise price of each of these options as of the date of grant
was the closing market price per share of Common Stock on the date of
grant.
Management recommends to the Compensation Committee those executive
officers and other significant employees to whom options should be granted
and the number of options to be granted to them. The recommendations are
based on a review of each employee's individual performance, position and
level of responsibility in the Company, long-term potential contribution to
the Company and the number of options previously granted to the employee.
Neither management nor the Compensation Committee assigned specific weights
to these factors, although the executive's position and a subjective
evaluation of his performance were considered most important. Generally,
the number of options granted to an executive reflects his or her level of
responsibility and position in the Company.
To encourage key employees to remain in the employ of the Company,
options generally vest and become exercisable over a three- or four-year
period and are not exercisable until one year after the date of grant. It
is expected that future awards under the 1997 LTIP will be made
periodically in furtherance of goals described above.
BASE SALARY. The Compensation Committee believes that it is important
to pay reasonable and competitive salaries. Salaries paid to executive
officers are based on the Chief Executive Officer's recommendations to the
Compensation Committee, which is responsible for reviewing and approving or
disapproving those recommendations. Generally, an executive's base salary
reflects his level of responsibility and position in the Company.
During 1998, only 2 of the 9 executive officers (including executive
officers named in the Summary Compensation Table) received base salary
increases, effective September 1, 1998. The Committee based the increases
upon each officer's individual services rendered, level and scope of
responsibility and experience. The Committee also took into account the
relationship of the compensation of such officers to the compensation of
officers occupying comparable positions in other organizations.
ANNUAL INCENTIVE BONUS. The Annual Incentive Plan is intended to
provide a means of annually rewarding certain key employees, including the
executives listed in the Summary Compensation Table, based on the
performance of the Company. In addition, awards for each officer (other
than the Chief Executive Officer) may be adjusted based on the officer's
achievement of a personal performance percentage. This approach allows
management to focus on key business objectives in the short-term, and to
support the long-term performance orientation of stock ownership.
Under the Annual Incentive Plan, in 1998 management recommended, and
the Compensation Committee established, for each executive officer a bonus
target percentage of that officer's salary. That percentage was based on
the officer's position in the Company and was the percentage of the
officer's salary that would be paid if the performance targets were met.
The target award percentage for executive officers (other than the Chief
Executive Officer) for 1998 ranged from 30% to 60%. The target award
percentage for the Chief Executive Officer was 65%. Because the Company's
performance target for 1998 earnings per share basic was achieved, in 1999
bonus awards equal to 102.67% of each officers target award were paid with
respect to performance in 1998 (see "Summary Compensation Table - Bonus").
CHIEF EXECUTIVE OFFICER COMPENSATION. Frank M. Drendel has served as
Chairman and Chief Executive Officer of the Company since July 1997. In
1998, the Board of Directors of the Company continued Mr. Drendel's
existing annual salary rate of $475,000 and target bonus percentage under
the
13
<PAGE>
Annual Incentive Plan of 65%. On December 17, 1998, Mr. Drendel was granted
an option to purchase 101,800 shares of Common Stock with a per share
exercise price of $15.1875, the closing market price of the Common Stock on
the date of the grant.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), which was
enacted in 1993, generally disallows a federal income tax deduction to any
publicly held corporation for compensation paid in excess of $1 million in
any taxable year to the chief executive officer or any of the four other
most highly compensated executive officers who are employed by the Company
on the last day of the taxable year. Section 162(m), however, does not
disallow a federal income tax deduction for qualified "performance-based
compensation," the material terms of which are disclosed to and approved by
stockholders.
The Compensation Committee has considered the tax deductibility of
compensation awarded under the 1997 LTIP and the Annual Incentive Plan in
light of Section 162(m). The Company structured and intends to administer
the stock option, performance unit and performance share portions of the
1997 LTIP with the intention that the resulting compensation payable
thereafter can qualify as "performance-based compensation" and would be
deductible. The Company has structured the Annual Incentive Plan with the
intention that awards payable thereafter to the Chief Executive Officer
qualify as "performance-based" compensation and, if so qualified, would be
deductible. No executive officer's compensation in 1998 exceeded $1
million. It is not expected that any executive officer's compensation will
be non-deductible in 1999 by reason of the application of Section 162(m).
Respectfully submitted,
COMPENSATION COMMITTEE
GEORGE N. HUTTON, JR., CHAIRMAN
JAMES N. WHITSON
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares cumulative total return on $100 invested
on July 28, 1997, the first day the Common Stock began trading after the
Spin-off, in each of the Common Stock, the Standard & Poor's 500 Stock
Index and the Standard & Poor's 600 Communication Equipment Index. The
return of the Standard & Poor's indices is calculated assuming reinvestment
of dividends. The Company has not paid any dividends. The stock price
performance shown on the graph below does not include "when-issued" trading
prior to the Spin-off and is not necessarily indicative of future price
performance.
<TABLE>
<CAPTION>
COMPARISON OF QUARTERLY CUMULATIVE
TOTAL RETURN OF COMMSCOPE, THE
S&P 500 INDEX, AND THE S&P
600 COMMUNICATION INDEX*
[QUARTERLY PERFORMANCE LINE GRAPH]
28 Jul 97 Sep 97 Dec 97 Mar 98 Jun 98 Sep 98 Dec 98
--------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
CommScope 100 88.21 88.62 93.90 105.29 75.21 109.35
S&P 600 Communication
Equipment Index 100 116.74 90.22 102.37 82.30 59.91 74.18
S&P 500 Index 100 100.58 103.47 117.90 121.79 109.68 133.04
* $100 Invested on July 28, 1997 - including reinvestment of dividends.
</TABLE>
15
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The table below sets forth information as to the beneficial ownership
of Common Stock as of March 23, 1999 (except as otherwise specified) by all
directors and the persons listed in the Summary Compensation Table as well
as by directors and executive officers of the Company as a group and, to
the best knowledge of the Company's management, beneficial owners of 5% or
more of the outstanding Common Stock.
<TABLE>
<CAPTION>
Shares of Common % of Shares Outstanding
Name Stock Beneficially Owned(1) Beneficially Owned
---------------- --------------------------- ------------------------
<S> <C> <C>
Brinson Partners, Inc.(2) 4,189,110 8.3
J.P. Morgan & Co. Incorporated(3) 2,532,065 5.0
Cramer Rosenthal McGylnn, LLC(4) 2,536,938 5.0
Edward D. Breen(5) 8,540 *
Frank M. Drendel(6)(12) 663,189 1.3
Duncan M. Faircloth 1,000 *
Brian D. Garrett(7)(12) 155,829 *
Boyd L. George(8) 16,666 *
George N. Hutton, Jr. 7,999 *
Jearld L. Leonhardt(9)(12) 144,520 *
Frank J. Logan(10)(12) 91,464 *
Gene W. Swithenbank(11)(12) 82,411 *
James N. Whitson 7,666 *
All current directors and
executive officers of the
Company as a group
(14 persons)(13) 1,381,348 2.7
- ---------------------
<FN>
* The percentage of shares of the Common Stock beneficially owned does
not exceed one percent of the shares of Common Stock outstanding.
(1) For purposes of this table, a person or group of persons is deemed to
have "beneficial ownership" of any shares of Common Stock which such
person has the right to acquire within 60 days following March 23,
1999. For purposes of computing the percentage of outstanding shares
of Common Stock held by each person or group of persons named above,
any security which such person or persons has or have the right to
acquire within 60 days following March 23, 1999 is deemed to be
outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person. The table does
not include shares of Common Stock subject to options to be awarded in
the future under the 1997 LTIP.
(2) This information is obtained from a Schedule 13G, dated February 3,
1999, filed with the Commission by Brinson Partners, Inc. ("BPI") and
UBS AG ("UBS AG"). The Schedule 13G states that: BPI is a registered
investment advisor and an indirect wholly-owned subsidiary of UBS AG,
and that UBS AG is reporting indirect beneficial ownership of holdings
by reason of its ownership of BPI and intermediate holding companies.
Each of BPI and UBS AG reports beneficial ownership of 4,189,110
shares of Common Stock and shared voting power and shared dispositive
power with respect to all of such shares. Both BPI and UBS AG disclaim
beneficial ownership of such shares. BPI's principal business office
is located at 209 South LaSalle, Chicago, Illinois 60604-1295. UBS
AG's principal business office is located at Bahnhofstrasse 45, 8021,
Zurich, Switzerland.
(3) This information is obtained from a Schedule 13G, dated February 22,
1999 filed with the Commission by J.P. Morgan & Co. Incorporated
("J.P. Morgan"). J.P. Morgan reports beneficial ownership of 2,532,065
shares of Common Stock. J.P. Morgan reports sole power to vote with
respect to 2,289,406 shares and sole dispositive power with respect to
2,532,065
16
<PAGE>
shares of Common Stock. J.P. Morgan's principal business office is
located at 60 Wall Street, New York, New York 10260.
(4) This information is obtained from a Schedule 13G, dated March 16,
1999, filed with the Commission by Cramer Rosenthal McGlynn, LLC
("Cramer"). Cramer reports beneficial ownership of 2,536,938 shares of
Common Stock and shared voting power and shared dispositive power with
respect to all of such shares. The Schedule 13G states that Cramer is
a registered investment advisor. Cramer's principal business office is
located at 707 Westchester Avenue, White Plains, New York 10604.
(5) Includes 847 shares of Common Stock which were held by the trustee of
the General Instrument Corporation Savings Plan and were allocated to
the account of Mr. Breen as of February 26, 1999.
(6) Includes 313,738 shares subject to options which are exercisable for
Common Stock currently or within 60 days of March 23, 1999. Also
includes 100 shares held by a child of Frank M. Drendel and 100 shares
held by the spouse of Frank M. Drendel.
(7) Includes 118,757 shares subject to options which are exercisable for
Common Stock currently or within 60 days of March 23, 1999.
(8) Includes 2,000 shares of Common Stock held by the children of Boyd L.
George, as to which shares Boyd L. George disclaims beneficial
ownership.
(9) Includes 112,899 shares subject to options which are exercisable for
Common Stock currently or within 60 days of March 23, 1999. Also
includes 1,000 shares held by the spouse of Jearld L. Leonhardt.
(10) Includes 81,237 shares subject to options which are exercisable for
Common Stock currently or within 60 days of March 23, 1999.
(11) Includes 65,859 shares subject to options which are exercisable for
Common Stock currently or within 60 days of March 23, 1999.
(12) Includes the number of shares of Common Stock which were held by the
trustee of the Savings Plan and were allocated to the individual's
respective account under the Savings Plan as of February 28, 1999 as
follows: Frank M. Drendel, 501 shares; Brian D. Garrett, 464 shares;
Jearld L. Leonhardt, 1,172 shares; Frank J. Logan, 460 shares; and
Gene W. Swithenbank, 2,786 shares.
(13) Includes 893,897 shares subject to options which are exercisable for
Common Stock currently or within 60 days of March 23, 1999. Includes
an aggregate of 11,271 shares of Common Stock which were held by the
trustees of the Savings Plan and were allocated to the current
officers' respective accounts under the Savings Plan as of February
28, 1999. Also includes 847 shares of Common Stock which were held by
the trustee of the General Instrument Corporation Savings Plan and
were allocated to the account of Edward D. Breen under the General
Instrument Corporation Savings Plan as of February 26, 1999.
</FN>
</TABLE>
17
<PAGE>
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF AUDITOR
The Board of Directors, based on the recommendation of the Audit
Committee, appointed the firm of Deloitte & Touche LLP as independent
auditor to examine the books of account and other records of the Company
and its consolidated subsidiaries for the 1999 fiscal year. The Board of
Directors is asking the stockholders to ratify and approve this action.
Deloitte & Touche LLP has been the Company's independent auditor since July
1997, and was the independent auditor of the Distributing Company from 1991
until the Spin-off. Representatives of the auditing firm will be present at
the Annual Meeting and will be afforded the opportunity, if they so desire,
to make a statement or respond to appropriate questions that may come
before the Annual Meeting.
Although such ratification is not required by law, the Board of
Directors believes that stockholders should be given the opportunity to
express their views on the subject. While not binding on the Board of
Directors, the failure of the stockholders to ratify the appointment of
Deloitte & Touche LLP as the Company's independent auditor would be
considered by the Board of Directors in determining whether to continue
with the services of Deloitte & Touche LLP.
STOCKHOLDER PROPOSALS FOR THE COMPANY'S 2000 ANNUAL MEETING
Stockholders who intend to present proposals at the 2000 Annual
Meeting of Stockholders, and who wish to have such proposals included in
the proxy statement for such meeting, must submit such proposals in writing
by notice delivered or mailed by first-class United States mail, postage
prepaid, to the Secretary, CommScope, Inc., 1375 Lenoir-Rhyne Boulevard,
Hickory, North Carolina 28601, and such notice must be received no later
than November 20, 1999. Such proposals must meet the requirements set forth
in the rules and regulations of the Commission in order to be eligible for
inclusion in the Company's proxy statement for its 2000 Annual Meeting of
Stockholders.
In addition, under the Company's By-laws, stockholders must comply
with specified procedures to nominate directors or introduce an item of
business at the Annual Meeting. Nominations or an item of business to be
introduced at an annual meeting must be submitted in writing and received
by the Company generally not less than 60 days nor more than 90 days in
advance of an annual meeting. To be in proper written form, a stockholder's
notice must contain the specific information required by the Company's
By-laws. A copy of the Company's By-laws, which describes the advance
notice procedures, can be obtained from the Secretary of the Company.
SOLICITATION OF PROXIES
Proxies will be solicited electronically, by mail, telephone, or other
means of communication. Solicitation of proxies also may be made by
directors, officers and regular employees of the Company. The Company has
retained Morrow & Co., Inc. to assist in the solicitation of proxies from
stockholders. Morrow & Co., Inc. will receive a fee of $5,500 plus
reimbursement of certain out-of-pocket expenses. The Company will reimburse
brokerage firms, custodians, nominees and fiduciaries in accordance with
the rules of the NYSE, for reasonable expenses incurred by them in
forwarding materials to the beneficial owners of shares. The entire cost of
solicitations will be borne by the Company.
18
<PAGE>
OTHER MATTERS
The Company knows of no other matter to be brought before the Annual
Meeting. If any other matter requiring a vote of the stockholders should
come before the Annual Meeting, it is the intention of the persons named in
the proxy to vote with respect to any such matter in accordance with their
best judgment.
The Company will furnish, without charge, to each person whose proxy
is being solicited upon written request, a copy of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, as filed with the
Commission (excluding exhibits). Copies of any exhibits thereto also will
be furnished upon the payment of a reasonable duplicating charge. Requests
in writing for copies of any such materials should be directed to
CommScope, Inc., 1375 Lenoir-Rhyne Boulevard, Hickory, North Carolina
28601, Attention: Investor Relations.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Frank B. Wyatt, II
--------------------------------
Frank B. Wyatt, II
Secretary
Dated: April 5, 1999
Hickory, North Carolina
19
<PAGE>
COMMSCOPE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 1999
The undersigned hereby authorizes and directs Vanguard Fiduciary Trust
Company, as trustee (the "Trustee") of the CommScope, Inc. of North Carolina
Employees Profit Sharing and Savings Plan, to vote as Proxy for the
undersigned as herein stated at the Annual Meeting of Stockholders of
CommScope, Inc. (the "Company") to be held at Chase Manhattan Bank, 270 Park
Avenue, 11th Floor, New York, New York 10017, on Friday, May 7, 1999 at 1:30
p.m., local time, and at any adjournment thereof, all shares of Common Stock
of CommScope, Inc. allocated to the account of the undersigned under such
Plan, on the proposals set forth on the reverse hereof and in accordance with
the Trustee's discretion on any other matters that may properly come before
the meeting or any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice and Proxy Statement, dated April 5, 1999.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED BY THE TRUSTEE IN ITS SOLE
DISCRETION IN THE BEST INTEREST OF THE PLAN PARTICIPANTS AND BENEFICIARIES.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE>
The Board of Directors recommends that stockholders vote "FOR" Proposals One
and Two.
PROPOSAL ONE: To elect two Class II directors for terms ending at the
2002 Annual Meeting of Stockholders.
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
---- ----
(except as marked to the contrary) to vote for all nominees
listed below
Nominees: Edward D. Breen, James N. Whitson.
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME.
PROPOSAL TWO: To ratify the appointment by the Board of Directors of the
Company of Deloitte & Touche LLP as independent auditor for
the Company for the 1999 fiscal year.
FOR / / AGAINST / / ABSTAIN / /
---- ---- ----
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears. If
acting as attorney, executor, administrator,
trustee, guardian, etc., you should so indicate
when signing. If a corporation, please sign
the full corporate name by President or other
duly authorized officer. If a partnership,
please sign in full partnership name by
authorized person. If shares are held jointly,
both parties must sign and date.
Signature(s): Date:
-------------------------- ------------------------------
Signature(s): Date:
-------------------------- ------------------------------
<PAGE>
COMMSCOPE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 1999
The undersigned hereby appoints Frank B. Wyatt, II and Jearld L. Leonhardt
and each or either of them his attorneys and agents, with full power of
substitution to vote as Proxy for the undersigned as herein stated at the
Annual Meeting of Stockholders of CommScope, Inc. (the "Company") to be
held at the Chase Manhattan Bank, 270 Park Avenue, 11th Floor, New York,
New York 10017 on Friday, May 7, 1999 at 1:30 p.m., local time, and at any
adjournment thereof, according to the number of votes the undersigned would
be entitled to vote if personally present, on the proposals set forth on
the reverse hereof and in accordance with their discretion on any other
matters that may properly come before the meeting or any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice and
Proxy Statement, dated April 5, 1999. IF THIS PROXY IS RETURNED WITHOUT
DIRECTION BEING GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSALS ONE AND
TWO.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE>
The Board of Directors recommends that stockholders vote "FOR" Proposals One
and Two.
PROPOSAL ONE: To elect two Class II directors for terms ending at the
2002 Annual Meeting of Stockholders.
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
---- ----
(except as marked to the contrary) to vote for all nominees
listed below
Nominees: Edward D. Breen, James N. Whitson.
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME.
PROPOSAL TWO: To ratify the appointment by the Board of Directors of the
Company of Deloitte & Touche LLP as independent auditor for
the Company for the 1999 fiscal year.
FOR / / AGAINST / / ABSTAIN / /
---- ---- ----
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears. If
acting as attorney, executor, administrator,
trustee, guardian, etc., you should so indicate
when signing. If a corporation, please sign
the full corporate name by President or other
duly authorized officer. If a partnership,
please sign in full partnership name by
authorized person. If shares are held jointly,
both parties must sign and date.
Signature(s): Date:
------------------------- ---------------------
Signature(s): Date:
------------------------- ---------------------
