UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission file number 001-12929
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
COMMSCOPE, INC. OF NORTH CAROLINA EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
COMMSCOPE, INC.
---------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-4135495
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1375 LENOIR RHYNE BOULEVARD, HICKORY, NORTH CAROLINA 28601
(Address of principal executive offices)
(Zip Code)
(828) 324-2200
(Registrant's telephone number, including area code)
<PAGE>
COMMSCOPE, INC. OF NORTH
CAROLINA EMPLOYEES PROFIT SHARING
AND SAVINGS PLAN
Financial Statements for the Years Ended
December 31, 1998 and 1997, Supplemental
Schedules for the Year Ended December 31, 1998
and Independent Auditors' Report
<PAGE>
COMMSCOPE, INC. OF NORTH CAROLINA
EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
TABLE OF CONTENTS
- ---------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 and 1997
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND
FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 11
Item 27d - Schedule of Reportable Transactions (5%) 12
NOTE: Other supplemental schedules as required by Section
103(c)(5) of the Employee Retirement Income Security
Act of 1974 are omitted because no events requiring
such supplemental schedules to be filed occurred
during the year ended December 31, 1998.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Participants and Administrator
of the CommScope, Inc. of North Carolina
Employees Profit Sharing and Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the CommScope, Inc. of North Carolina Employees Profit Sharing
and Savings Plan (the "Plan") as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
listed in the Table of Contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but
are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. These schedules are the responsibility of the
Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1998 financial statements and,
in our opinion, are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Hickory, North Carolina
June 9, 1999
<PAGE>
COMMSCOPE, INC. OF NORTH CAROLINA
EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS 1998 1997
INVESTMENTS, AT FAIR VALUE (Notes 1,2,6,7 and 8)
Mutual funds $74,945,279 $62,969,157
Common trust fund 4,384,840 3,293,374
Company stock funds 12,570,354 8,327,968
Loans to participants 6,214,530 5,200,234
----------- -----------
Total investments 98,115,003 79,790,733
----------- -----------
RECEIVABLES:
Employer's contribution 9,187 13,050
Participants' contributions 26,880 37,047
----------- -----------
Total receivables 36,067 50,097
NET ASSETS AVAILABLE FOR BENEFITS $98,151,070 $79,840,830
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
COMMSCOPE, INC. OF NORTH CAROLINA
EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- ----------------------------------------------------------------------------------------
1998 1997
<S> <C> <C>
ADDITIONS:
Investment income (Note 8):
Net appreciation in fair value of investments (Note 7) $10,291,667 $ 7,450,479
Dividends 4,254,529 3,191,607
Interest on loans to participants 511,085 407,315
Interest on investments 214,817 174,581
----------- -----------
Total investment income 15,272,098 11,223,982
Contributions (Notes 1 and 8):
Employer's 5,433,319 7,007,901
Participants' 4,220,987 4,160,515
Transfers from other plans (Notes 2 and 3) 238,113 459,563
----------- -----------
Total contributions 9,892,419 11,627,979
----------- -----------
Total additions 25,164,517 22,851,961
DEDUCTIONS - Benefits paid to participants (Note 8) 6,854,277 2,942,063
----------- -----------
NET INCREASE 18,310,240 19,909,898
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 79,840,830 59,930,932
----------- -----------
End of year $98,151,070 $79,840,830
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
COMMSCOPE, INC. OF NORTH CAROLINA
EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following brief description of the CommScope, Inc. of North
Carolina Employees Profit Sharing and Savings Plan (the "Plan") is
provided for general information purposes only. Participants should
refer to the Plan agreement for a more complete description of the
Plan's provisions.
GENERAL - The Plan is a defined contribution plan covering all
employees of CommScope, Inc. ("CommScope" or the "Company"), who have
completed one hour of service with the Company (defined as the first
day of the calendar month following the completion of one hour of
service) for the salary deferral savings portion of the Plan and
employees who have completed 1,000 hours of service with the Company
(defined as the first day of the fiscal year following the completion
of 1,000 hours of service) for the employer discretionary profit
sharing portion of the Plan. The Plan was formed June 1, 1992 when the
CommScope, Inc. Employee Stock Plan was terminated and plan assets and
liabilities were combined with those of the CommScope, Inc. Employee
Savings Plan to form the CommScope, Inc. of North Carolina Employees
Profit Sharing and Savings Plan. The combination of the two plans had
no effect on the individual participant account balances or total
assets. For those participants who were enrolled in both plans, their
account balances were consolidated. The predecessor Employee Savings
Plan became effective November 28, 1988 and was designed to comply
with the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA") and Sections 401(a) and 401(k) of the Internal Revenue
Code as amended by the Tax Reform Act of 1986.
The Plan was amended effective July 28, 1997 to change its name from
CommScope, Inc. Employees Profit Sharing and Savings Plan to
CommScope, Inc. of North Carolina Employees Profit Sharing and Savings
Plan.
The Plan was amended effective January 1, 1995 to allow a participant
to elect a cash option distribution for a portion of the employer
discretionary profit sharing portion of the Plan. Under this
amendment, a participant may elect to receive up to 30% of his
employer discretionary profit sharing contribution in cash. If this
election is not made, a cash option account is established and
maintained for each participant to which is credited the cash option
distribution and earnings thereon. The remaining 70% of the employer
discretionary profit sharing contribution is allocated to participant
accounts based on their salary deferral savings investment elections.
In addition, vested participants who are eligible for distributions
may elect to defer their distribution and continue investment in the
Plan. During 1998, the discretionary profit sharing contribution
consisted of $378,454 in deferred cash options and $3,813,579 for the
remaining 70% of contributions. During 1997, the discretionary profit
sharing contribution consisted of $527,665 in deferred cash options
and $4,902,766 for the remaining 70% of contributions. The Plan allows
participants who attain age 70-1/2 the election to have life
expectancies recalculated.
PARTICIPANT ACCOUNTS - Each participant's account reflects the
participant's contributions and withdrawals, as applicable, and
allocations of (a) the Company's contributions, (b) plan earnings and
(c) administrative expenses. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
CONTRIBUTIONS - Participants may elect to contribute any whole
percentage up to 10% of their compensation on a tax deferred basis.
For each plan year, the Company may make a matching contribution equal
to 50% of the first 4% of compensation that is contributed by each
participant through salary reduction contributions. The Company may
increase its matching contribution for any plan year in a consistent
and non-discriminatory manner. In addition, for each plan year, the
Company may make a discretionary cash contribution to the Plan in such
amount as the Board of Directors will determine.
VESTING - Participants are immediately vested in their contributions,
cash option distributions and related earnings. Participants become
fully vested in the Company's discretionary profit sharing
contributions and related earnings after the completion of five years
of continuous employment with the Company, involuntary termination,
age 65, permanent disability, at death or at the liquidation or
dissolution of the Company. If a participant terminates his employment
with the Company for reasons other than normal retirement, permanent
disability or death, his "vested interest" in the Company's
discretionary contribution will be determined by a savings plan
committee. If a participant terminates employment before he has a
vested interest in his account, the amount of the Company's
discretionary contribution which is not fully vested is forfeited by
the participant and is used to reduce future matching and
discretionary Company contributions.
LOANS TO PARTICIPANTS - Participants can obtain loans for up to the
lesser of $50,000 or 50% of their vested account balance. The interest
rate charged on these loans is prime rate plus one percent. The
participant is required to repay the loan in monthly installments and
can elect a one to five year repayment plan (fifteen years for the
purchase of a primary residence).
INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
direct his or her contributions, in increments of 10%, to any of nine
fund options. Participants may change or transfer their investment
options quarterly. Descriptions of the investment criteria for the
nine fund options at December 31, 1998 are as follows:
Vanguard Wellington Fund - Seeks to provide income and long-term
growth of capital, without undue risk to capital, by investing about
65% of its assets in stocks and the remaining 35% in bonds.
Vanguard Money Market Reserves ("VMMR")-Federal Portfolio - Seeks to
provide high income and a stable share price of $1 by investing in
short-term securities that are backed by the full faith and credit of
the U.S. government or by an agency of the government.
Vanguard Fixed Income Fund ("VFIF")-GNMA Portfolio - Seeks to provide
a high and sustainable level of interest income by investing in a
broad range of mortgage-backed securities issued by the Government
National Mortgage Association (GNMA), an agency of the U.S.
government.
Vanguard Index Trust - 500 Portfolio ("Vanguard Index-500 Portfolio")
- Seeks to provide long-term growth of capital and income from
dividends by holding all of the 500 stocks that make up the unmanaged
Standard & Poor's 500 Composite Stock Price Index, a widely recognized
benchmark of U.S. stock performance.
Vanguard STAR Portfolio - Seeks to provide long-term growth of capital
and income by investing in nine Vanguard funds: six stock funds, two
bond funds, and one money market fund. The portfolio invests about
62.5% of its assets in stock funds, 25% in bond funds, and 12.5% in a
money market fund.
Vanguard U.S. Growth Portfolio - Seeks to provide long-term growth of
capital by investing in large, high-quality, seasoned U.S. companies
with records of exceptional growth and above-average prospects for
future growth.
Vanguard International Growth Portfolio - Seeks to provide long-term
growth of capital by investing in stocks of high-quality, seasoned
companies based outside the United States. Stocks are selected from
more than 15 countries.
Vanguard Retirement Savings Trust - Seeks stability of principal and a
high level of current income consistent with a two- to three-year
average maturity. The trust is a tax exempt collective trust invested
primarily in investment contracts issued by insurance companies and
commercial banks, and similar types of fixed-principal investments.
The trust intends to maintain a constant net asset value of $1.00 per
share.
CommScope, Inc. Stock Fund ("CommScope Stock Fund") - Seeks to provide
long-term growth of capital through increases in the value of the
stock of CommScope and reinvestment of its dividends.
The Company matching contributions are non-participant directed in
that they are automatically contributed into the CommScope Stock Fund.
The Company discretionary profit sharing contributions, including cash
option distributions, are allocated to any of the nine participant
fund options described above as directed by the participant.
Two additional funds hold participant investments under the Plan at
December 31, 1998. As described more fully in Note 3, no additional
participant or employer contributions may be directed to these funds:
General Instrument Corporation Stock Fund ("General Instrument Stock
Fund") - Seeks to provide long-term growth of capital through
increases in the value of the stock of General Instrument Corporation
and reinvestment of its dividends. As described more fully in Note 3,
General Instrument changed its corporate structure in July 1997.
Accordingly, activities related to investments in the stock of the
former General Instrument Corporation through July 28, 1997 (including
investments as of December 31, 1998) are denoted by the caption "GI
Stock Fund".
General Semiconductor, Inc. Stock Fund ("General Semiconductor Stock
Fund") - Seeks to provide long-term growth of capital through
increases in the value of the stock of General Semiconductor, Inc.
("General Semiconductor") and reinvestment of its dividends.
Collectively, the CommScope Stock Fund, General Instrument Stock Fund,
General Semiconductor Stock Fund and GI Stock Fund are referred to as
the "Company Stock Funds".
PAYMENT OF BENEFITS - Withdrawals from a participant's account are
permitted upon termination, death, disability or financial hardship,
as defined by the Plan. Distributions are paid in a single sum in cash
or in cash plus that number of whole shares allocated to the
participant's accounts in the CommScope common stock fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared using the accrual method of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments
are stated at fair value. Shares of registered investment companies
are valued at quoted market prices which represent the fair value of
shares held by the Plan at year end. Units of the Vanguard Retirement
Savings Trust are valued at fair value at year end, which approximates
contract value. Guaranteed investment contracts held by the Vanguard
Retirement Savings Trust are benefit responsive, providing a guarantee
by the issuer to pay principal plus accrued interest in response to
benefit-related requests for payment. The Company Stock Funds are
valued at year-end unit closing price (comprised of year-end market
price for shares held by the fund plus the value of money market
reserves). The loans to participants are valued at cost plus accrued
interest which approximates fair value.
Purchases and sales of fund investments are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date. Capital gain distributions are
included in dividend income.
TRANSFERS FROM OTHER PLANS - Transfers from other plans represent
rollovers recorded when new employees who elect enrollment in this
Plan transfer account balances from other plans.
PAYMENTS OF BENEFITS - Benefits are recorded when paid.
EXPENSES OF THE PLAN - All administrative expenses of the Plan are
paid by the Company.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
3. CHANGES TO PLAN FUNDS RESULTING FROM CHANGES IN THE PLAN SPONSOR'S
CORPORATE STRUCTURE
Prior to July 28, 1997, the Company was an indirect wholly-owned
subsidiary of General Instrument Corporation ("GI"), a company with
publicly traded common stock listed on the New York Stock Exchange.
Through a series of transactions that was consummated on July 28, 1997
(the "Distribution Date"), GI distributed to stockholders of record
all of the outstanding shares of common stock of its wholly-owned
subsidiaries, CommScope and NextLevel Systems, Inc. ("NextLevel
Systems"), in a transaction structured as a tax-free spin-off (the
"Distribution"). GI retained no ownership interest in either CommScope
or NextLevel Systems. Following the Distribution, GI was renamed
General Semiconductor.
Effective February 2, 1998, NextLevel Systems changed its name to
General Instrument Corporation ("General Instrument"). Subsequent to
the Distribution, each of the companies has publicly traded common
stock listed on the New York Stock Exchange.
As a result of the Distribution, all Plan investments in the GI Stock
Fund at the Distribution Date were sold and reinvested in appropriate
proportionate amounts of the CommScope Stock Fund, General Instrument
Stock Fund and General Semiconductor Stock Fund. Subsequent to the
Distribution Date, no employee or employer contributions may be
directed to the General Instrument Stock Fund or the General
Semiconductor Stock Fund under the Plan.
4. TAX STATUS OF THE PLAN
The Internal Revenue Service has determined and informed the Company
by a letter dated August 9, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal
Revenue Code ("IRC"). The Plan has been amended since receiving the
determination letter. However, the Plan's administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100 percent vested in
their accounts.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by an
affiliate of Vanguard Fiduciary Trust Company ("Vanguard"). Vanguard
is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions which are
exempt from the prohibited transactions rules.
7. INVESTMENTS
Investments that represent 5 percent or more of the Plan's net assets
are separately identified:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1998 1997
<S> <C> <C>
Investments at fair value as determined by quoted market price:
Vanguard Wellington Fund $24,074,050 $21,705,144
Vanguard Index-500 Portfolio 24,776,522 18,314,955
VMMR-Federal Portfolio 15,997,327 15,986,090
Other mutual funds 10,097,380 6,962,968
Company stock fund - CommScope Stock Fund 8,999,902 3,308,477
Company stock fund - General Instrument Stock Fund 3,343,940 4,377,202
Other company stock funds 226,512 642,289
Loans to participants 6,214,530 5,200,234
----------- -----------
93,730,163 76,497,359
Investments at estimated fair value - Common Trust Fund -
Vanguard Retirement Savings Trust 4,384,840 3,293,374
----------- -----------
Total investments $98,115,003 $79,790,733
=========== ===========
</TABLE>
During 1998 and 1997, the Plan's investments, including investments
bought and sold, as well as held during the year, appreciated in value
by $10,291,667 and $7,450,479, respectively, as follows:
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------------
1998 1997
<S> <C> <C>
Investments at fair value as determined by quoted market price:
Vanguard Wellington Fund $ (53,714) $2,212,691
VFIF-GNMA Portfolio 4,624 63,993
Vanguard Index-500 Portfolio 4,996,246 4,024,162
Vanguard STAR Portfolio 11,425 39,310
Vanguard US Growth Portfolio 836,947 276,072
Vanguard International Growth Portfolio 94,348 (19,234)
CommScope Stock Fund 1,808,219 (749)
General Instrument Stock Fund 2,753,188 (293,946)
General Semiconductor Stock Fund (159,616) (220,083)
GI Stock Fund - 1,368,263
----------- ----------
Net change in fair value $10,291,667 $7,450,479
</TABLE>
8. CHANGES IN INVESTMENTS
Employer's and participants' contributions, withdrawals and investment
income by fund are as follows for the years ended December 31, 1998
and 1997:
1998 1997
Employer's contributions:
Vanguard Wellington Fund $1,047,737 $1,557,970
VMMR-Federal Portfolio 696,584 1,238,791
VFIF-GNMA Portfolio 254,513 362,592
Vanguard Index - 500 Portfolio 1,132,314 1,454,322
Vanguard STAR Portfolio 70,162 88,321
Vanguard US Growth Portfolio 301,057 270,972
Vanguard International Growth Portfolio 101,740 125,086
Vanguard Retirement Savings Trust 217,389 276,537
CommScope Stock Fund 1,611,823 931,090
GI Stock Fund - 702,220
------------ ------------
$5,433,319 $7,007,901
============ ============
Participants' contributions:
Vanguard Wellington Fund $1,149,004 $1,177,424
VMMR-Federal Portfolio 357,504 466,783
VFIF-GNMA Portfolio 231,705 245,387
Vanguard Index-500 Portfolio 1,253,833 1,134,154
Vanguard STAR Portfolio 88,945 82,422
Vanguard US Growth Portfolio 354,136 286,474
Vanguard International Growth Portfolio 131,364 131,393
Vanguard Retirement Savings Trust 373,483 402,035
CommScope Stock Fund 281,013 133,088
GI Stock Fund - 101,355
------------ ------------
$4,220,987 $4,160,515
============ ============
<PAGE>
1998 1997
Investment income:
Vanguard Wellington Fund $2,608,952 $4,050,143
VMMR-Federal Portfolio 611,705 575,827
VFIF-GNMA Portfolio 241,741 285,651
Vanguard Index-500 Portfolio 5,371,544 4,402,381
Vanguard STAR Portfolio 78,410 99,590
Vanguard US Growth Portfolio 1,121,244 364,182
Vanguard International Growth Portfolio 110,809 10,829
Vanguard Retirement Savings Trust 214,817 174,581
Loans to participants 511,085 407,314
CommScope Stock Fund 1,808,219 (749)
General Instrument Stock Fund 2,753,188 (293,946)
General Semiconductor Stock Fund (159,616) (220,084)
GI Stock Fund - 1,368,263
------------ ------------
$15,272,098 $11,223,982
============ ============
Withdrawals:
Vanguard Wellington Fund $1,331,169 $ 939,341
VMMR-Federal Portfolio 1,436,274 372,169
VFIF-GNMA Portfolio 341,126 108,600
Vanguard Index-500 Portfolio 1,514,873 738,751
Vanguard STAR Portfolio 74,557 27,424
Vanguard US Growth Portfolio 220,837 53,839
Vanguard International Growth Portfolio 95,596 15,813
Vanguard Retirement Savings Trust 444,463 122,434
Loans to participants 442,673 203,985
CommScope Stock Fund 464,799 44,062
General Instrument Stock Fund 444,338 100,540
General Semiconductor Stock Fund 43,572 20,557
GI Stock Fund - 194,548
------------ -----------
$6,854,277 $2,942,063
============ ============
* * * * * * * *
<PAGE>
COMMSCOPE, INC. OF NORTH CAROLINA
EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------
Number of
Shares/
Description Units Cost Fair Value
<S> <C> <C> <C>
* Vanguard Wellington Fund, variable
amounts and rates, Employer
Identification Number 51-0071687 820,240 $20,447,638 $24,074,050
* VMMR-Federal Portfolio, variable amounts
and rates, Employer Identification Number
2366007979 15,997,326 15,997,326 15,997,327
* VFIF-GNMA Portfolio, variable amounts
and rates, Employer Identification Number
231899003 343,156 3,519,221 3,585,978
* Vanguard Index-500 Portfolio, variable
amounts and rates, Employer Identification
Number 231999755 217,433 14,043,658 24,776,522
* Vanguard STAR Portfolio, variable amounts
and rates, Employer Identification Number
232282995 46,469 785,071 834,581
* Vanguard US Growth Portfolio, variable
amounts and rates, Employer Identification
Number 232120820 127,381 3,705,714 4,775,503
* Vanguard International Growth Portfolio,
variable amounts and rates, Employer
Identification Number 232439141 48,019 821,971 901,318
-------------- --------------
Total 59,320,599 74,945,279
* Vanguard Retirement Savings Trust 4,384,840 4,384,840 4,384,840
* Loans to participants, with interest rates
ranging from 7% to 11% -- 6,214,530 6,214,530
* CommScope Stock Fund 535,310 7,349,052 8,999,902
* Nonparticipant directed fund - General
Instrument Stock Fund 98,532 1,615,828 3,343,940
* Nonparticipant directed fund - General
Semiconductor Stock Fund 27,666 353,616 226,512
-------------- --------------
TOTAL INVESTMENTS $79,238,465 $98,115,003
============== ==============
* Denotes party-in interest.
</TABLE>
<PAGE>
COMMSCOPE, INC. OF NORTH CAROLINA
EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS (5%)
YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
CURRENT
VALUE OF
ASSET ON
PURCHASE SELLING COST OF TRANSACTION NET
INDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Vanguard Fiduciary Trust Company GI Stock Fund
193 Sales $ - $3,784,967 $3,376,892 $3,784,967 1,408,075
Vanguard Fiduciary Trust Company CommScope Stock Fund
152 Purchases 6,161,639 - 6,161,639 6,161,639 -
162 Sales 2,278,992 1,943,288 2,278,992 335,704
Vanguard Fiduciary Trust Company Vanguard Wellington Fund
135 Purchases 7,886,953 - 7,886,953 7,886,953 -
175 Sales - 5,474,151 4,499,070 5,474,151 975,081
Vanguard Fiduciary Trust Company VMMR-Federal Portfolio
178 Purchases 4,449,672 - 4,449,672 4,449,672 -
170 Sales - 3,136,173 3,136,173 3,136,173 -
Vanguard Fiduciary Trust Company Vanguard Index-500 Portfolio
174 Purchases 5,652,293 - 5,652,293 5,652,293 -
170 Sales - 4,205,569 2,899,178 - 1,306,391
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CommScope, Inc. of North Carolina Employees Profit
Sharing and Savings Plan
June 28, 1999 /s/ Jearld L. Leonhardt
- ------------- -----------------------
Date Jearld L. Leonhardt
Executive Vice President, Finance and Administration
Signing both in his capacity as Executive Vice
President on behalf of the Registrant and as Chief
Financial Officer of the Registrant and as a Member
of the CommScope, Inc. of North Carolina Employees
Profit Sharing and Savings Plan Investment Committee
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-33555, 333-29725 and 333-54017 of CommScope, Inc. and subsidiary on
Form S-8 of our report dated June 9, 1999, appearing in and incorporated by
reference in this Annual Report on Form 11-K of CommScope, Inc. of North
Carolina Employees Profit Sharing and Savings Plan for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Hickory, North Carolina
June 28, 1999
