PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED FEBRUARY 9, 2000)
COMMSCOPE, INC.
$172,500,000 of 4% Convertible Subordinated Notes due 2006 and
3,579,581 Shares of Common Stock Issuable upon Conversion of the Notes
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This prospectus supplement no. 2 supplements and amends the
prospectus dated February 9, 2000, as amended by prospectus supplement no.
1 dated February 22, 2000, relating to the 4% Convertible Subordinated
Notes due December 15, 2006 of CommScope, Inc., a Delaware corporation,
held by certain securityholders who may offer for sale the notes and the
shares of our common stock into which the notes are convertible at any time
at market prices prevailing at the time of sale or at privately negotiated
prices. The selling securityholders may sell the notes or the common stock
directly to purchasers or through underwriters, broker-dealers or agents,
who may receive compensation in the form of discounts, concessions or
commissions.
ADDITIONAL SELLING SECURITYHOLDERS
The following represents an addendum to the table of selling
securityholders appearing on pages 52-58 of the prospectus, as supplemented
and amended:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
BENEFICIALLY OF THE COMPLETION
OWNED AND NOTES AND OF THE
NAME OFFERED HEREBY OFFERED HEREBY OFFERING
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General Motors Employees
Global Group Pension Trust $ 250,000 5,187 7,100(1)
Merrill Lynch Pierce Fenner
& Smith, Inc. 3,117,000 64,681 --
Radian Group, Inc. 250,000 5,187 --
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(1) Based on information as of February 23, 2000.
The prospectus, together with prospectus supplement no. 1 and
this prospectus supplement no. 2, constitutes the prospectus required to be
delivered by Section 5(b) of the Securities Act of 1933, as amended, with
respect to offers and sales of the notes and the common stock issuable upon
conversion of the notes. All references in the prospectus to "this
prospectus" are hereby amended to read "this prospectus (as supplemented
and amended)."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 1, 2000
