<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant ( )
Filed by a Party other than the Registrant (x)
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
(x) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
COMMUNICATION CABLE, INC.
(Name of Registrant as Specified in Its Charter)
KUHLMAN CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) 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:
(x) 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:
(4) Date Filed:
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KUHLMAN ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
KUHLMAN CORPORATION
IMPORTANT!
RESERVE THE RIGHT
TO RECEIVE
TOP DOLLAR FOR YOUR SHARES!
SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY
WITH A VOTE FOR THE KUHLMAN VOTING RIGHTS PROPOSAL!
February 1, 1996
Dear Fellow Shareholder:
As we have previously written to you, your vote on an important proposal at the
February 16th Special Meeting of Communication Cable, Inc. will determine
whether you will receive the maximum value for your shares. KUHLMAN IS NOT
OBLIGATED TO CONSUMMATE ITS $14 PER SHARE CASH TENDER OFFER FOR ANY AND ALL
OUTSTANDING COMMUNICATION CABLE STOCK UNLESS AND UNTIL, AMONG OTHER THINGS, THE
SHAREHOLDERS VOTE TO GIVE KUHLMAN VOTING RIGHTS FOR ANY AND ALL SHARES THAT
KUHLMAN MAY ACQUIRE (THE "VOTING RIGHTS PROPOSAL").
RESERVE THE RIGHT TO GET TOP DOLLAR FOR YOUR SHARES BY SIGNING,
DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY IN THE
PREPAID ENVELOPE PROVIDED
Approval of the Voting Rights Proposal is necessary since Kuhlman must know that
it will have the right to vote any shares it acquires--the same right enjoyed by
all other CCI shareholders--before completing its tender offer. Matters that
require a shareholder vote may arise immediately following consummation of the
tender offer. Kuhlman believes its right to vote is extremely important.
KUHLMAN HAS CONSISTENTLY BEEN COMMITTED TO A COMBINATION
WITH CCI WHICH ALSO MAXIMIZES SHAREHOLDER VALUE
Since November 29, 1995, when we commenced our tender offer for CCI, we have
repeatedly demonstrated our commitment to a combination of Kuhlman and CCI which
also maximizes shareholder value. In contrast, your Board of Directors acted in
blatant disregard for your interests, we believe, when it signed a letter of
intent with Pentair at $13.50 per share before presenting Pentair's offer to us
AND THEN SOUGHT TO "LOCK-UP" THE PENTAIR ARRANGEMENT WITH AS MUCH AS $1,250,000
OF YOUR MONEY. WE SUBSEQUENTLY RAISED OUR OFFER TO $14.00 PER SHARE.
NOW YOUR BOARD HAS CHANGED ITS MIND, switching their recommendation on our
tender offer from "rejection" to "no position." Of course, if our offer is
accepted by the shareholders, this same Board has agreed to pay up to $1,250,000
of the shareholders' money to Pentair.
<PAGE>
Your Board has also requested further information about the financing for our
offer. Do not be misled by this "concern." The details of our financial
arrangements for the tender offer have been fully disclosed since November 29,
1995 and are lawful, prudent and altogether conventional. We urge you to review
them to your satisfaction in our tender offer materials.
MEANWHILE, DON'T WAIT FOR YOUR BOARD TO MAKE UP ITS MIND
REMEMBER, NO MATTER WHAT DECISION CCI'S "SPECIAL COMMITTEE" FINALLY COMES TO, IT
DOES NOT ALTER THE FACT THAT, IN ORDER TO RECEIVE THE MAXIMUM VALUE FOR YOUR
SHARES, CCI SHAREHOLDERS MUST APPROVE THE VOTING RIGHTS PROPOSAL AT THE SPECIAL
MEETING. PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY WITH A
VOTE FOR THE KUHLMAN VOTING RIGHTS PROPOSAL IN THE PREPAID ENVELOPE PROVIDED.
Thank you for your support.
Sincerely,
KUHLMAN ACQUISITION CORP.
/s/ Bob Jepson
Robert S. Jepson, Jr.
Chairman and Chief Executive Officer
If your shares of Common Stock are held in the name
of a bank or brokerage firm, only that firm can execute
a proxy card on your behalf. Please contact the person
responsible for your account and give instructions for a
BLUE proxy card to be voted FOR the Voting Rights Proposal.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
Internet: World Wide Web
http://www.georgeson.com
