<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
COMMUNICATION CABLE, INC.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
203378 10 4
(CUSIP Number)
ROBERT S. JEPSON, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
KUHLMAN ACQUISITION CORP.
KUHLMAN CORPORATION
3 SKIDAWAY VILLAGE SQUARE
SAVANNAH, GEORGIA 31411
TELEPHONE: (912) 598-7809
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
WITH COPIES TO:
<TABLE>
<S> <C>
RICHARD A. WALKER, ESQ. PATRICK DAUGHERTY, ESQ.
GENERAL COUNSEL DANIEL J. FRITZE, ESQ.
KUHLMAN CORPORATION NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
3 SKIDAWAY VILLAGE SQUARE 100 NORTH TRYON STREET
SAVANNAH, GEORGIA 31411 CHARLOTTE, NORTH CAROLINA 28202-4000
TELEPHONE: (912) 598-7809 TELEPHONE: (704) 417-3101
</TABLE>
FEBRUARY 1, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with this statement ( ).
<PAGE>
<TABLE>
<S> <C> <C>
CUSIP NO. 203378 10 4 13D
</TABLE>
<TABLE>
<C> <S>
1 Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons:
KUHLMAN ACQUISITION CORP. 58-2132248
2 Check the Appropriate Box if a Member of a Group
(a)(x)
(b)( )
3 SEC Use Only
4 Source of Funds:
AF, BK
5 ( ) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
6 Citizenship or Place of Organization:
NORTH CAROLINA
</TABLE>
<TABLE>
<S> <C> <C>
Number of Shares 7 Sole Voting Power:
Benefically Owned 315,703
By Each Reporting 8 Shared Voting Power:
Person With 0
9 Sole Dispositive Power:
315,703
10 Shared Dispositive Power:
0
</TABLE>
<TABLE>
<C> <S>
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
315,703 SHARES
12 ( ) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11):
12.0% OF ALL SHARES ASSUMED TO BE OUTSTANDING (9.9% ASSUMING EXERCISE OF ALL OPTIONS STATED BY THE COMPANY TO BE
OUTSTANDING)
14 Type of Reporting Person:
CO
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
CUSIP NO. 203378 10 4 13D
</TABLE>
<TABLE>
<C> <S>
1 Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons:
KUHLMAN CORPORATION 58-2058047
2 Check the Appropriate Box if a Member of a Group
(a)(x)
(b)( )
3 SEC Use Only
4 Source of Funds:
WC, BK
5 ( ) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
6 Citizenship or Place of Organization:
DELAWARE
</TABLE>
<TABLE>
<S> <C> <C>
Number of Shares 7 Sole Voting Power:
Beneficially Owned 315,703
By Each Reporting 8 Shared Voting Power:
Person With 0
9 Sole Dispositive Power:
315,703
10 Shared Dispositive Power:
0
</TABLE>
<TABLE>
<C> <S>
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
315,703 SHARES
12 ( ) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11):
12.0% OF ALL SHARES ASSUMED TO BE OUTSTANDING (9.9% ASSUMING EXERCISE OF ALL OPTIONS STATED BY THE COMPANY TO BE
OUTSTANDING)
14 Type of Reporting Person:
CO
</TABLE>
<PAGE>
Kuhlman Corporation, a Delaware corporation ("Kuhlman"), and Kuhlman
Acquisition Corp., a North Carolina corporation and a wholly-owned subsidiary of
Kuhlman (the "Purchaser"), hereby amend their Statement on Schedule 13D, dated
November 29, 1995, and subsequently amended on January 4, 1996, January 18, 1996
and January 24, 1996 (the "Statement"), covering shares (the "Shares") of common
stock, par value $1.00 per share, of Communication Cable, Inc., a North Carolina
corporation (the "Company"). This Amendment No. 4 to the Statement is being
jointly filed by Kuhlman and the Purchaser pursuant to a joint filing agreement
filed herewith as Exhibit 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 1, 1996, Kuhlman and the Purchaser amended and supplemented the
Purchaser's Offer to Purchase dated November 29, 1995 (the "Offer to Purchase")
pursuant to the Supplement dated February 1, 1996 to the Offer to Purchase (the
"Supplement"). A copy of the Supplement is filed herewith as Exhibit 2.
The information under the caption "Source and Amount of Funds" at Section 7
of the Supplement is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The information under the caption "Background of the Offer; Contacts with
the Company" at Section 5 of the Supplement is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in the introduction to the Supplement is
incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information under the captions "Background of the Offer; Contacts with
the Company" at Section 5 of the Supplement and "The Stock Option Agreement" at
Section 6 of the Supplement is incorporated herein by reference.
On February 1, 1996, Purchaser forwarded to each shareholder of the Company
a letter supporting the offer by the Purchaser to purchase any and all
outstanding Shares of the Company. A copy of the letter is attached hereto as
Exhibit 3 and is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 -- Joint Filing Agreement between Kuhlman Acquisition Corp. and
Kuhlman Corporation
Exhibit 2 -- Supplement dated February 1, 1996 to Offer to Purchase dated
November 29, 1995
Exhibit 3 -- Purchaser's Letter to Fellow Shareholders dated February 1,
1996
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: February 1, 1996
KUHLMAN CORPORATION
BY /S/ ROBERT S. JEPSON, JR.
ROBERT S. JEPSON, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
KUHLMAN ACQUISITION CORP.
BY /S/ ROBERT S. JEPSON, JR.
ROBERT S. JEPSON, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S> <C>
1 Joint Filing Agreement between Kuhlman Acquisition Corp. and Kuhlman
Corporation
2 Supplement dated February 1, 1996 to Offer to Purchase dated November
29, 1995
3 Purchaser's Letter to Fellow Shareholders dated February 1, 1996
</TABLE>
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of the undersigned that
the Amendment to Schedule 13D filed on or about this date with respect to the
beneficial ownership by the undersigned of shares of the common stock, par value
$1.00 per share, of Communication Cable, Inc. is being filed on behalf of each
of the undersigned.
Date: February 1, 1996
KUHLMAN CORPORATION
BY /S/ ROBERT S. JEPSON, JR.
ROBERT S. JEPSON, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
KUHLMAN ACQUISITION CORP.
BY /S/ ROBERT S. JEPSON, JR.
ROBERT S. JEPSON, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
EXHIBIT 2
SUPPLEMENT DATED FEBRUARY 1, 1996 TO OFFER TO PURCHASE DATED NOVEMBER 29, 1995
KUHLMAN ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
KUHLMAN CORPORATION
IS OFFERING TO PURCHASE FOR CASH
AT
$14.00 NET PER SHARE
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COMMUNICATION CABLE, INC.
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY
15, 1996, UNLESS EXTENDED. TENDERS OF SHARES MAY BE WITHDRAWN AT ANY TIME PRIOR
THERETO AND, UNLESS THERETOFORE ACCEPTED FOR PAYMENT, AT ANY TIME THEREAFTER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES THAT, EXCLUDING THE SHARES BENEFICIALLY OWNED BY THE PURCHASER,
CONSTITUTES AT LEAST A MAJORITY OF THE COMMON STOCK OUTSTANDING ON A FULLY
DILUTED BASIS (THE "MINIMUM TENDER CONDITION") AND (2) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE NORTH CAROLINA CONTROL SHARE
ACQUISITION ACT HAS BEEN COMPLIED WITH OR IS INVALID OR OTHERWISE INAPPLICABLE
TO THE OFFER AND THAT ALL SHARES THEN OWNED BY THE PURCHASER HAVE, AND ALL
SHARES TENDERED FOR PURCHASE PURSUANT TO THE OFFER WILL HAVE, UPON PURCHASE BY
THE PURCHASER, THE SAME VOTING RIGHTS AS ALL OTHER SHARES NOT CONSTITUTING
"INTERESTED SHARES" WITHIN THE MEANING OF SUCH ACT (THE "VOTING RIGHTS
CONDITION").
IMPORTANT
Any holder of Shares desiring to tender all or any portion of such Shares
should either (1) complete and sign the Letter of Transmittal accompanying the
Offer to Purchase (as defined herein) or a facsimile copy thereof in accordance
with the instructions in the Letter of Transmittal and mail or deliver it with
such holder's stock certificates, and any other required documents, to the
Depositary (or tender such Shares pursuant to the procedure for book-entry
transfer set forth in Section 3 of the Offer to Purchase, if such means are
available to such holder) or (2) request such holder's broker, dealer, bank or
other nominee to effect the transaction for such holder. A holder whose Shares
are registered in the name of a broker, dealer, bank or other nominee must
contact such broker, dealer, bank or other nominee to tender such Shares.
Any holder who desires to tender Shares and whose certificates for such
Shares are not immediately available, or who cannot comply in a timely manner
with the procedure for book-entry transfer of Shares, may tender such Shares by
following the procedure for guaranteed delivery set forth in Section 3 of the
Offer to Purchase.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, this Supplement and the Letter of Transmittal may be directed to
the Information Agent.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (call toll-free)
(212) 440-9800 (banks and brokers call collect)
<PAGE>
TO THE SHAREHOLDERS OF
COMMUNICATION CABLE, INC.:
The following information (the "Supplement") amends and supplements the
Offer to Purchase dated November 29, 1995 (the "Offer to Purchase") of Kuhlman
Acquisition Corp., a North Carolina corporation (the "Purchaser") and a
wholly-owned subsidiary of Kuhlman Corporation ("Kuhlman"). The Purchaser has
amended the terms of its offer and is offering to purchase any and all
outstanding shares (the "Shares") of common stock, par value $1.00 per share
(the "Common Stock"), of Communication Cable, Inc., a North Carolina corporation
(the "Company"), at a price of $14.00 per Share, net to the seller in cash (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, in this Supplement (which in itself amends and restates the
Supplements dated January 17 and 23, 1996 to the Offer to Purchase) and in the
Letter of Transmittal accompanying the Offer to Purchase (which, together with
any amendments or supplements hereto or thereto, collectively constitute the
"Offer").
EXCEPT AS OTHERWISE STATED HEREIN, THE TERMS AND CONDITIONS SET FORTH IN
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL REMAIN APPLICABLE IN ALL
RESPECTS TO THE OFFER. TERMS NOT DEFINED HEREIN HAVE THE MEANINGS SET FORTH IN
THE OFFER TO PURCHASE. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE
OFFER TO PURCHASE.
Procedures for accepting the Offer and tendering Shares are set forth in
Section 3 of the Offer to Purchase. Tendering Shareholders should use the Letter
of Transmittal previously circulated with the Offer to Purchase. Although the
Letter of Transmittal refers to an Offer Price of $12.00 per Share and does not
mention this Supplement, by using the Letter of Transmittal to tender their
Shares holders will nevertheless receive $14.00 net per Share for each Share
validly tendered and not withdrawn and accepted for payment pursuant to the
Offer, subject to the terms and conditions of the Offer as amended by this
Supplement. Shareholders who have previously validly tendered and not withdrawn
their Shares pursuant to the Offer are not required to take any further action
in order to receive, subject to the conditions of the Offer, the Offer Price of
$14.00 net per Share, if the Shares are accepted for payment and paid for by the
Purchaser pursuant to the Offer.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES THAT, EXCLUDING THE SHARES BENEFICIALLY OWNED BY THE PURCHASER,
CONSTITUTES AT LEAST A MAJORITY OF THE COMMON STOCK OUTSTANDING ON A FULLY
DILUTED BASIS (THE MINIMUM TENDER CONDITION) AND (2) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE NORTH CAROLINA CONTROL SHARE
ACQUISITION ACT HAS BEEN COMPLIED WITH OR IS INVALID OR OTHERWISE INAPPLICABLE
TO THE OFFER AND THAT ALL SHARES THEN OWNED BY THE PURCHASER HAVE, AND ALL
SHARES TENDERED FOR PURCHASE PURSUANT TO THE OFFER WILL HAVE, UPON PURCHASE BY
THE PURCHASER, THE SAME VOTING RIGHTS AS ALL OTHER SHARES NOT CONSTITUTING
"INTERESTED SHARES" WITHIN THE MEANING OF SUCH ACT (THE VOTING RIGHTS
CONDITION). THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN
THE OFFER TO PURCHASE, IN THIS SUPPLEMENT AND IN THE LETTER OF TRANSMITTAL.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF
THE COMPANY'S SHAREHOLDERS. SUCH SOLICITATIONS ARE BEING MADE PURSUANT TO
SEPARATE PROXY MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
The Offer will expire at 5:00 p.m., New York City time, on Thursday,
February 15, 1996, unless extended.
According to the Company's most recent relevant public disclosure, on
January 16, 1996 there were issued and outstanding 2,641,033 Shares, and on that
date there were 239,469 Shares reserved for issuance under various Common Stock
purchase options. (Kuhlman cannot determine how many options are currently
exercisable.) The Company has also disclosed that it has granted to Pentair,
Inc. ("Pentair") an option to purchase up to 300,000 shares of Common Stock at
$13.50 per share, exercisable until February 22, 1996. Kuhlman Acquisition Corp.
owns 315,703 Shares, of which all but 100 Shares have been acquired by purchase
from James R. Fore, the Company's President and Chief Executive Officer.
Assuming that Pentair exercises its option in full but that no other shares of
Common Stock are issued after January 16, 1996 (whether or not issued pursuant
to the exercise of options), the Minimum Tender Condition will be satisfied if
an aggregate of 1,470,517 Shares are validly tendered into the Offer by the
Expiration Date and not withdrawn, with the result that, upon purchase of the
tendered Shares, the Purchaser will own at least 1,786,220 Shares. The actual
number of Shares that constitutes the Minimum Tender Condition will depend on
the Company's capital accounts as they exist when the Offer is consummated. At
the close of business on January 30, 1996, 94,252 Shares had been tendered and
not withdrawn.
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
2
<PAGE>
1. AMENDED TERMS OF THE OFFER; NUMBER OF SHARES. Upon the terms and subject
to the conditions of the Offer, the Purchaser will accept for payment and
purchase any and all Shares that are validly tendered and not properly withdrawn
on or prior to the Expiration Date (as hereinafter defined). The term
"Expiration Date" shall mean 5:00 p.m., New York City time, on Thursday,
February 15, 1996, unless the Purchaser, in its sole discretion, shall have
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date on which the Offer, as so
extended by the Purchaser, shall expire.
2. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment as provided in the Offer to Purchase, at any time after the
Expiration Date.
3. MARKET FOR COMMON STOCK. On January 31, 1996, the last full day of
trading prior to the date of this Supplement, the last sale price for the Common
Stock, as reported by NASDAQ, was $14.25 per Share. The high and low closing
sale prices per Share, as reported by NASDAQ for the first quarter (through
January 31, 1996) of the fiscal year ended October 31, 1996, were $14.50 and
$8.50 per Share, respectively. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
4. CERTAIN INFORMATION CONCERNING THE COMPANY. Set forth below is certain
selected financial information for the Company for its fiscal year ended October
31, 1995, as excerpted from the Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1995 (the "Company's 1995 10-K"). More
comprehensive financial information is included in the Company's 1995 10-K and
in other periodic reports and other documents filed by the Company with the
Commission. The following summary is qualified in its entirety by reference to
such reports and other documents and all of the financial information and
related notes contained therein. Such reports and other documents may be
examined in, and copies may be obtained from, the offices of the Commission in
the manner set forth in the Offer to Purchase.
COMMUNICATION CABLE, INC.
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER-SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31, 1995
<S> <C>
Income Statement Information:
Net Sales................................................... $ 56,256
Net Income.................................................. 2,118
Net Income Per Share........................................ .80
<CAPTION>
AT OCTOBER 31,
1995
<S> <C>
Balance Sheet Information:
Working Capital............................................. $ 15,677
Total Assets................................................ 28,063
Long-Term Debt.............................................. 2,211
Stockholders' Equity........................................ 20,193
</TABLE>
The information concerning the Company contained in this Supplement has
been taken from or is based upon reports and other documents on file with the
Commission or otherwise publicly available. Although the Purchaser has no
knowledge that would indicate that any statements contained herein based on such
documents and records are untrue, it cannot take responsibility for the accuracy
or completeness of the information contained in such reports and other documents
or for any failure by the Company to disclose events that may have occurred or
may affect the significance or accuracy of any such information but are unknown
to the Purchaser.
5. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY. On November 29,
1995, Kuhlman commenced its tender offer at $12.00 per Share. Subsequently, a
representative of the Company contacted an officer of Kuhlman in an attempt to
discuss the price of the Offer. Kuhlman responded that it was not interested in
negotiating with the Board of Directors of the Company and would not increase
the price of the Offer.
3
<PAGE>
Subsequently, the Company announced it had received an indication of
interest from a third party, Pentair, to merge at a cash price range of $12 to
$13 per Share. Subsequently, counsel for the Company and acquisition counsel for
the Purchaser and Kuhlman were in regular contact. Acquisition counsel was
informed that Pentair was expected to make a firm written proposal at a January
12, 1996 meeting of the Company's Board of Directors.
On January 12th, counsel for the Company informed acquisition counsel for
the Purchaser and Kuhlman that "discussions" with Pentair had occurred earlier
in the day and that a Special Committee of the Board of Directors of the Company
(the "Special Committee"), and perhaps the entire Board, would meet during the
weekend. In response to questions, counsel for the Company stated that Pentair
had made an oral presentation to the Board, that no written proposal had been
laid on the table and that no "negotiations" were underway.
On the afternoon of January 15, 1996, counsel to the Company informed
acquisition counsel to the Purchaser and Kuhlman that the Company had begun
merger negotiations with Pentair and that the Special Committee was even then on
the verge of signing a letter of intent with Pentair. Acquisition counsel to the
Purchaser and Kuhlman immediately placed a telephone call to counsel to the
Special Committee. When he could not make personal contact, he left an oral
message, confirmed by telecopier within minutes in the following letter:
MOST URGENT
Gerald Roach, Esq.
Smith Anderson, et. al.
Raleigh, North Carolina
Dear Mr. Roach:
I am writing to confirm the substance of the message that I left in
your office voice mail at approximately 3:25 p.m. today.
On behalf of Kuhlman Corporation, I hereby request that Communication
Cable, Inc. discuss with Kuhlman the proposed terms and conditions of the
letter of intent or any other agreement that CCI is negotiating with
Pentair before committing to that agreement or any other understanding
looking toward a business combination with Pentair. As you know, Kuhlman
Corporation has a history of negotiations with CCI relative to a business
combination. Kuhlman Corporation has a tender offer pending with an offered
price of $12.00 per share. Kuhlman Corporation has reserved the right to
increase or decrease the offered price at any time. Kuhlman Corporation is
even now a very substantial shareholder of CCI.
In view of these considerations, the directors of CCI would best serve
the interest of the shareholders of CCI by discussing the proposed terms
and conditions of the Pentair agreement before committing to that
agreement.
Very truly yours,
/s/ Patrick Daugherty
Patrick Daugherty
The Purchaser and Kuhlman were given no opportunity to discuss the proposed
terms and conditions of the Pentair letter of intent before the Company signed
it. Instead, in the early evening of January 15, 1996, counsel to the Special
Committee informed acquisition counsel to the Purchaser and Kuhlman that Pentair
and the Company had signed a letter of intent looking toward a cash merger at a
price of $13.00 per Share.
Later that same evening, acquisition counsel to the Purchaser and Kuhlman
informed counsel to the Special Committee that Kuhlman had decided to increase
the purchase price for Shares tendered into the Offer to $13 1/16 per Share.
Counsel for the Special Committee asked Kuhlman to provide information regarding
its financing for the Offer since exhibits filed by Kuhlman with its Offer
indicated that there were a number of conditions to Kuhlman's banks' obligations
to loan funds for the Offer. Acquisition counsel responded that the bank
financing was conventional and appropriate and should be of no concern to the
Special Committee. Counsel for the Special Committee commented that Kuhlman's
tender offer was "a very bankable deal."
4
<PAGE>
At approximately 8:00 a.m. on January 16, 1996, acquisition counsel to the
Purchaser and Kuhlman delivered the following letter to counsel to the Special
Committee:
Dear Mr. Roach:
This will confirm the substance of the telephone conversation that I
initiated with you last night following my receipt of a copy of the letter
of intent signed yesterday afternoon by Pentair, Inc. ("Pentair") with your
client, Communication Cable, Inc. ("CCI"), and a copy of CCI's press
release announcing the signing of that letter of intent.
On November 29, 1995, through a wholly-owned subsidiary, Kuhlman
Corporation ("Kuhlman") commenced a tender offer for any and all
outstanding common shares of CCI at a purchase price of $12.00 per share,
net to the seller in cash, upon the terms and conditions stated in an Offer
to Purchase and related Letter of Transmittal. In doing so Kuhlman reserved
the right at any time or from time to time to amend its tender offer in any
respect.
The letter of intent and press release referred to above stipulate a
price of $13.00 per share to be paid to CCI's shareholders in the cash
merger contemplated by CCI and Pentair.
I hereby confirm to you my oral advice that Kuhlman has decided to
increase the consideration payable for shares tendered into its offer to
$13 1/16 per share.
I am speaking on behalf of Kuhlman with the intention and expectation
of inducing reliance by CCI and CCI's directors, officers and professional
advisers, including you. Kuhlman's as-yet-unannounced decision to increase
the consideration payable in its tender offer to $13 1/16 per share is
irrevocable prior to announcement. Payment of that purchase price (or any
other purchase price) will of course be subject to the terms and conditions
of the Offer to Purchase and related Letter of Transmittal as the same may
be amended.
In these particular circumstances, Kuhlman demands that CCI's Board of
Directors (i) withdraw its support for the merger proposed by Pentair, (ii)
refuse to sign a definitive merger agreement with Pentair, (iii) reevaluate
Kuhlman's bid (with a view to endorsing that bid) in light of the increase
in the purchase price offered by Kuhlman and (iv) instruct CCI's officers,
employees and professional advisers immediately to complete, file with the
SEC and disseminate to CCI's shareholders the definitive version of the
proxy statement relating to the shareholder meeting required by the North
Carolina Control Share Acquisition Act. Kuhlman expects CCI's directors to
proceed fairly and impartially, endeavoring to maximize shareholder value,
in execution of their legal duties.
Very truly yours,
/s/ Patrick Daugherty
Patrick Daugherty
During the afternoon of January 16, 1996, counsel to the Special Committee
informed acquisition counsel to the Purchaser and Kuhlman that the Special
Committee was considering the demands enumerated in such letter.
On January 17, 1996, counsel for the Special Committee wrote to acquisition
counsel for the Purchaser and Kuhlman again requesting further information
regarding Kuhlman's financing arrangements and conditions to its Offer. The
Company agreed to mail its proxy statement in connection with the special
meeting of shareholders called for February 16, 1996.
At approximately 9:00 p.m. on January 18, 1996, counsel to the Special
Committee advised acquisition counsel for the Purchaser and Kuhlman that Pentair
was understood to be considering a merger offer at $13.50 per Share. Acquisition
counsel replied immediately that Kuhlman was "definitely interested" in
responding to such a bid and that he believed that Kuhlman would be able to
respond immediately. Such counsel indicated that work had begun on a definitive
credit agreement and that he believed that Kuhlman was prepared to waive certain
conditions of its tender offer. Counsel for the Special Committee informed
acquisition counsel for the Purchaser and Kuhlman that time was of the essence
and that the issues needed to be addressed immediately. Later in the evening on
January 18th, counsel for the Special Committee informed acquisition counsel for
the Purchaser and Kuhlman that Pentair had expressed a strong interest in going
forward and that Kuhlman would have to increase its price in excess of $13.50 to
go forward. Counsel for the Special Committee also addressed again financing
issues and other conditions of the Kuhlman offer. Such counsel indicated that
the Company wanted to keep the lines of communication open and was willing to
consider merger terms with Kuhlman if it chose to proceed on that basis.
Acquisition counsel for the Purchaser and Kuhlman responded that he believed
that Kuhlman would be able to respond quickly and that Kuhlman would be able to
take care of any issues of legitimate concern to the Special Committee. Later,
however, acquisition counsel for the Purchaser and Kuhlman called counsel for
the Special Committee and indicated that Kuhlman would not be able to respond
that night but would be able to respond by Monday and that the response might be
that Kuhlman had no
5
<PAGE>
further interest or might be a higher offer. Counsel for the Special Committee
reiterated that time was of the essence and stated that Kuhlman had known about
a competing party for a long period of time.
At approximately 10:55 a.m. on Friday, January 19, 1996, acquisition
counsel to the Purchaser and Kuhlman telephoned counsel to the Special
Committee, reiterated Kuhlman's strong interest in responding to a $13.50 bid
and indicated that Kuhlman definitely would be in a position to respond on
Monday. Acquisition counsel stated that it would be "a mistake" for the Special
Committee or the Board to act on a definitive merger agreement before Kuhlman
could respond to the merger proposal.
At approximately 12:30 p.m., counsel to the Special Committee telephoned
acquisition counsel and advised him that the Special Committee had decided to
give both Pentair and Kuhlman until 12:00 noon on Monday to make their best and
final offers.
At approximately 3:00 p.m. on Friday, January 19, 1996, counsel to the
Special Committee telephoned acquisition counsel to the Purchaser and Kuhlman,
advised him that Pentair had issued an "ultimatum" requiring the Company to
respond by 4:00 p.m. that same day and told him that Kuhlman had one hour to
submit its own improved bid. Acquisition counsel replied that the accelerated
deadline was unfair and unreasonable and demanded that the Company not respond
to Pentair's ultimatum. On several occasions during the remainder of the evening
on January 19th, counsel for the Special Committee informed acquisition counsel
for the Purchaser and Kuhlman that the Special Committee might act in the near
future and that Kuhlman should respond if able to do so. Acquisition counsel for
the Purchaser and Kuhlman continually reiterated his request that the Special
Committee delay action. Such counsel specifically asked the Special Committee
not to sign a definitive merger agreement and not to commit the Company to pay
any more fees to Pentair.
At approximately 5:10 p.m. on January 20, 1996, counsel to the Special
Committee reported to acquisition counsel to the Purchaser and Kuhlman in a
telephone conversation that the Special Committee and the Board had taken some
action, to be announced early Monday morning, at a cost to the Company that
would not preclude a response by Kuhlman.
Counsel to the Special Committee delivered a copy of a definitive merger
agreement between the Company and Pentair to acquisition counsel to the
Purchaser and Kuhlman on the morning of January 22, 1996, concurrently with the
Company's issuance of a press release announcing such agreement.
Later in the day, acquisition counsel for the Purchaser and Kuhlman
informed counsel for the Special Committee that Kuhlman had issued a press
release increasing its Offer to $14.00 per Share. Such counsel informed counsel
for the Special Committee that Kuhlman believed that the Company's Board of
Directors had acted hastily and that Kuhlman had no desire to negotiate with the
Board of Directors or Special Committee. Counsel for the Special Committee again
inquired about Kuhlman's financing arrangements and other conditions of the
Offer. Kuhlman responded to this request in a letter to counsel for the Special
Committee dated January 24, 1996 in which Kuhlman stated that its relationships
with its lenders are excellent, that financing is not a condition to the offer
and that the Special Committee's requests regarding financing arrangements are
"immaterial." On January 25, the Special Committee responded, through counsel,
that the past due diligence the Company had conducted on Kuhlman's financial
condition led the Special Committee to believe that its requests for additional
information regarding Kuhlman's financing arrangements for the offer are
reasonable and relevant to the Special Committee's deliberations.
On January 25, 1996, the Company publicly announced that the Special
Committee had voted to change its recommendation with respect to the Offer from
"rejection" to "no position" in light of Kuhlman's increase in the Offer Price
to $14.00 per Share. The Company also announced that the Special Committee was
evaluating the terms of the amended tender offer and had requested additional
information from Kuhlman, including information with respect to Kuhlman's
financing of the tender offer. Such request was made by means of a letter dated
and delivered January 24, 1996, which read in pertinent part as follows:
Patrick Daugherty
Nelson Mullins Riley & Scarborough, L.L.P.
NationsBank Corporate Center, Suite 3350
100 North Tryon Street
Charlotte, NC 28202-4000
Re: Communication Cable
Dear Pat:
Thank you for your letter dated January 24 responding to the Special
Committee's request for additional information to assist it in its
evaluation of the amended tender offer.
6
<PAGE>
First, in response to our inquiry regarding Kuhlman's views concerning
its rights to decrease the price of the tender offer, you responded that
while Kuhlman has the legal right to increase or decrease the price, that
Kuhlman has no intention of reducing the price. You also stated that you
believed Kuhlman would furnish an irrevocable undertaking not to decrease
the price of the tender offer. Such an undertaking would be helpful to the
Special Committee in its deliberations and the Special Committee hereby
requests that Kuhlman provide one if it is willing to do so.
Next, with respect to the Special Committee's repeated request for
additional information regarding financing arrangements to fund the tender
offer, we have noted that Kuhlman considers the financing arrangements
immaterial and has chosen not to provide additional information to the
Special Committee. While the Special Committee is comfortable that the
strength of the CCI financial statements would facilitate financing of an
acquisition of CCI, the ability of Kuhlman to finance the tender offer, as
opposed to some other party, is an area regarding which the Special
Committee would like to receive more information. The Special Committee has
been requesting such information from Kuhlman for over one week. You have
stated that Kuhlman is highly confident that the bank financing will be
there when needed, but no evidence supporting this confidence has been
provided. The commitment letters filed with the original Schedule 14D-1
provide that they are conditioned on no material adverse change in the
condition of Kuhlman, among other conditions, and we have received no
information indicating that the financing commitments are any more firm. If
Kuhlman would like to provide additional information, the Special Committee
will consider it. Otherwise, we understand that Kuhlman has nothing further
to say on the subject.
* * * *
As we have indicated on numerous occasions, the Special Committee
would like to keep the lines of communication open with Kuhlman and is
willing to consider any information Kuhlman wishes to provide to the
Special Committee to facilitate evaluation of the tender offer.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ Gerald F. Roach
Gerald F. Roach
At approximately 3:30 p.m. on January 25, 1996, counsel for the Special
Committee called and left a message for acquisition counsel for the Purchaser
and Kuhlman so that he could give a status report. Counsel to the Special
Committee also called and left a voice mail message and a message with
acquisition counsel's assistant at approximately 11:15 a.m. that same day
indicating that he was responding to a request by acquisition counsel for the
Company's audited fiscal 1995 financial statements and other financial
information and was otherwise prepared to give a status report and ensure that
the lines of communication were open. Counsel to the Special Committee confirmed
these messages in a letter to acquisition counsel dated and delivered January
26, 1996.
Also on January 26, 1996, counsel to the Special Committee referred
acquisition counsel, both in writing and on the telephone, to a letter received
from an institutional investor complaining about the Board's handling of the
corporate control contest. Counsel to the Special Committee expressed concern
that materials disseminated by Kuhlman might be misleading and reiterated an
earlier request that they be corrected. Acquisition counsel informed counsel to
the Special Committee that he believed that Kuhlman had had no contact with the
particular institutional investor and stated that the request for additional
disclosure was being considered.
On the evening of January 26, 1996, acquisition counsel to the Purchaser
and Kuhlman called counsel to the Special Committee. He advised such counsel
that Kuhlman had instructed its Banks to have sufficient funds on deposit at the
Expiration Date to purchase all of the Shares, including shares presently
underlying options. He further advised such counsel that Kuhlman's Banks were
proceeding to execute that instruction by amending Kuhlman's existing bank
credit agreement. Acquisition counsel also requested certain financial
information, which the Company delivered on January 29, 1996.
7
<PAGE>
The following letter also was delivered on January 29th:
Patrick Daugherty
Nelson Mullins Riley & Scarborough, L.L.P.
NationsBank Corporate Center, Suite 3350
100 North Tryon Street
Charlotte, NC 28202-4000
Re: Communication Cable, Inc.
Dear Mr. Daugherty:
The Special Committee of the Board of Directors of CCI is in the
process of considering a supplement to the CCI proxy statement in
connection with the February 16 shareholder meeting regarding Kuhlman's
voting rights. The Special Committee is considering whether it may be in
the best interest of CCI shareholders to postpone that meeting. Before
making a decision on that issue, we want to determine whether Kuhlman
believes that a postponement for a short period of time would be in order.
Please let me know Kuhlman's position regarding this matter as soon as
possible.
If the meeting is not postponed, CCI will want to proceed to
supplement the proxy statement as soon as possible to reflect changes which
have occurred since the date of the original proxy statement. In connection
with that supplement and CCI's ongoing consideration of amendments to
Schedule 14D-9, we request information from Kuhlman on the following
matters no later than the morning of January 31, 1996:
1. We previously have requested an irrevocable undertaking from
Kuhlman that it would not decrease the tender offer price below $14 per
share. Please inform us whether this undertaking will be provided.
2. On Friday, you indicated that Kuhlman had instructed its banks to
have sufficient funds on hand to accept the tender and that the banks were
proceeding to comply with Kuhlman's instructions. You indicated that these
arrange-
ments were outside of the commitment letters previously filed with
Kuhlman's tender offer. Please provide us with the details of these
arrangements, including confirmation from the appropriate financial
institutions. Also, please inform us whether Kuhlman's current financing is
adequate to purchase all of CCI's shares. If this information is filed by
Kuhlman as an amendment to Schedule 14D-1, we request that we receive a
copy of such filing contemporaneously with it being filed with the SEC.
3. Our reading of Kuhlman's tender offer is that Kuhlman must accept
all shares tendered if it accepts any shares tendered. Please confirm to us
whether Kuhlman concurs with this construction.
4. Please furnish an irrevocable undertaking that Kuhlman will not
subsequently pay less for non-tendered shares than paid for tendered shares
in the event that less than all shares are tendered. It is our
understanding from the terms of the tender offer that Kuhlman reserved the
right to pay less for non-tendered shares than for tendered shares,
although the offer points out that there are several protective provisions
which may make it difficult to do so. In order to evaluate the tender
offer, the Special Committee needs to know whether all shareholders are
assured of receiving at least the tender offer price.
Thank you for your consideration of these requests. We look forward to
receiving your reply by the morning of January 31, 1996.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ Gerald F. Roach
Gerald F. Roach
8
<PAGE>
Kuhlman honored the Special Committee's request by authorizing delivery of
the following letter at approximately 10:00 a.m. on January 31, 1996:
Gerald F. Roach, Esq.
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27602-2611
Dear Mr. Roach:
I am writing on behalf of Kuhlman Corporation to answer the questions
raised in your letter of January 29th and by telephone with me yesterday.
IN RESPONSE TO THE SPECIAL COMMITTEE'S REQUEST FOR KUHLMAN'S VIEWS
ABOUT A POSSIBLE POSTPONEMENT OF THE SHAREHOLDERS' MEETING CALLED TO DECIDE
THE VOTING RIGHTS PROPOSAL: The February 16th special meeting should be
held on schedule as properly called under the law. We feel strongly that it
is in the best interests of the shareholders to proceed with the special
meeting as planned. Further postponement would not help the shareholders.
The Special Committee has been considering a business combination with
Kuhlman since mid-1994. The time has come for the shareholders to decide.
Kuhlman will be at the special meeting on February 16th.
IN RESPONSE TO PARAGRAPH NUMBER 1 OF YOUR LETTER: Although Kuhlman has
the right to decrease the price offered in its tender offer, Kuhlman does
not expect to do so.
IN RESPONSE TO PARAGRAPH NUMBER 2 OF YOUR LETTER: Kuhlman has
instructed its banks to amend the existing credit agreement as quickly as
possible to increase its borrowing capacity thereunder to an amount
sufficient to fully fund the purchase of all outstanding CCI shares on
February 15th. These arrangements are not "outside of" the commitment
letters but are in fact the arrangements contemplated by the commitment
letters. All that has changed is the timing of the credit agreement
amendment: Kuhlman has instructed its banks to amend the credit agreement
now, and the banks are agreeable. In fact, the availability of financing
never was a condition of Kuhlman's tender offer. Financing is not an
"issue" at all. Kuhlman is deeply disappointed that the Special Committee
has decided to focus on a non-issue rather than focus on the real
issues--price and the timing of payment.
IN RESPONSE TO PARAGRAPH NUMBER 3 OF YOUR LETTER: Kuhlman agrees with
your construction of its Offer to Purchase. Kuhlman will honor every
promise made in its Offer to Purchase.
IN RESPONSE TO PARAGRAPH NUMBER 4 OF YOUR LETTER: Kuhlman declines the
Special Committee's request for an undertaking not to pay less for
non-tendered shares than it pays for tendered shares in the event that less
than all shares are tendered. Kuhlman hopes that all shares will be
tendered.
IN RESPONSE TO YOUR ORAL REQUEST THAT KUHLMAN STATE THE TERMS UPON
WHICH IT WOULD BE WILLING TO SIGN A MERGER AGREEMENT WITH CCI OR, IF THERE
ARE NO SUCH TERMS, STATE WHY THAT IS THE CASE: Kuhlman does not propose to
merge with CCI on any terms. The reason for this decision is Kuhlman's
judgment, based on two years of prior experience with CCI, that it would
simply take too long to negotiate and document a merger agreement, prepare
and process a proxy statement, obtain shareholder approval and complete a
merger transaction. By completing its tender offer in mid-February, Kuhlman
can pay CCI's shareholders much faster than anyone possibly could in a
merger.
We continue to be amazed that the Special Committee will not recommend
to CCI's shareholders the highest cash offer for their shares, particularly
since that offer will result in the earliest possible payment to them. We
would appreciate a cogent explanation.
Very truly yours,
/s/ Patrick Daugherty
Patrick Daugherty
As this Supplement went to press, counsel to the Special Committee
responded to acquisition counsel's letter of January 31st with a letter of his
own that sought to clarify the concerns of the Special Committee regarding
financing. Kuhlman continues to believe that the Special Committee's avowed
"concerns" about financing are immaterial to shareholders. Any other contact,
negotiation or transaction among the Purchaser, Kuhlman and the Company, if and
to the extent material to a shareholder's decision to buy, sell or hold Shares,
will be disclosed publicly by prompt filing with the Commission of an amendment
to the Schedule 14D-1. Such an amendment could be examined in, and copies could
be obtained from, the offices
9
<PAGE>
of the Commission in the manner set forth in the Offer to Purchase. SHAREHOLDERS
ARE URGED TO MONITOR CORPORATE ANNOUNCEMENTS WHILE THE OFFER IS PENDING.
6. THE STOCK OPTION AGREEMENT. On January 2, 1996, Kuhlman exercised its
option to acquire all 315,603 of Mr. Fore's Shares at a purchase price of $12.00
per Share.
7. SOURCE AND AMOUNT OF FUNDS. The Purchaser has purchased all 315,603
Shares subject to the Stock Option Agreement at an aggregate purchase price of
$3,787,236. If all of the remaining Shares subject to the Offer (including
Shares underlying outstanding options) are tendered into the Offer and accepted
for purchase, then the total amount of funds required by the Purchaser to
purchase such Shares pursuant to the Offer and to pay related fees and expenses
would be approximately $41 million. The Purchaser expects to obtain all funds
needed to consummate the Offer by means of capital contributions made by Kuhlman
to the Purchaser. Kuhlman plans to use funds available in its cash accounts,
together with borrowings from its Banks, to make capital contributions in an
amount sufficient to consummate the Offer.
Effective January 31, 1996, the Banks extended the terms of their
Commitment Letters through March 15, 1996. All other terms and conditions of the
Commitment Letters remain in full force and effect, except that the purchase
price for the Acquisition (as defined therein) is not to exceed $46 million.
Kuhlman has instructed the Banks to amend Kuhlman's existing bank credit
agreement so that Kuhlman will have access to sufficient funds on deposit at the
Expiration Date to purchase all of the Shares, and the Banks are proceeding to
execute that instruction. At the time of printing this Supplement, the parties
were documenting an amendment to Kuhlman's existing bank credit agreement that
would expand Kuhlman's borrowing ceiling and thereby comply with Kuhlman's
instruction to the Banks. When such amendment is executed, a copy will be filed
as an exhibit to an amendment to the Schedule 14D-1. Such exhibit could be
examined in, and copies could be obtained from, the offices of the Commission in
the manner set forth in the Offer to Purchase. SHAREHOLDERS ARE URGED TO MONITOR
CORPORATE ANNOUNCEMENTS WHILE THE OFFER IS PENDING.
8. CERTAIN CONDITIONS OF THE OFFER. With the purpose and effect of waiving
all conditions of the Offer to Purchase insofar as they relate to the Company's
disclosed dealings to date with Pentair, the Purchaser hereby waives conditions
(a), (f) and (g), as stated in Section 15 of the Offer to Purchase, as they
relate to all negotiations, agreements and other circumstances relating to
Pentair's interest in the Company, as summarized in the introduction to this
Supplement and in Section 5 hereof, to the extent that such negotiations,
agreements and other circumstances have been disclosed in reports and schedules
filed by the Company with the Commission.
9. CERTAIN LEGAL MATTERS. On December 13, 1995, the FTC ordered early
termination, effective that same day, of the waiting period under the HSR Act
and the HSR Rules with respect to the proposed acquisition of the Shares.
KUHLMAN ACQUISITION CORP.
February 1, 1996
10
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Shares should be sent or delivered by each
Shareholder or such holder's broker, dealer, bank or other nominee to the
Depositary at one of its addresses set forth below:
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Courier: By Hand:
Wall Street Station 77 Water Street Receive Window
P.O. Box 1023 4th Floor 77 Water Street, Fifth
New York, New York 10268-1023 New York, New York 10005 Floor
New York, New York 10005
By Facsimile:
(212) 701-7636
(212) 701-7637
Confirm Facsimile by Telephone to:
(212) 701-7623
</TABLE>
Any questions or requests for assistance or additional copies of the Offer
to Purchase, this Supplement and the Letter of Transmittal may be directed to
the Information Agent at its address and telephone number set forth below. You
may also contact your local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (call toll-free)
(212) 440-9800 (banks and brokers call collect)
<PAGE>
EXHIBIT 3
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.
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
<PAGE>
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
