<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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:
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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>
JANUARY 22, 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>
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<S> <C> <C>
CUSIP NO. 203378 10 4 13D
</TABLE>
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<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
Person With 8 Shared Voting Power:
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>
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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
Person With 8 Shared Voting Power:
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 and January 18,
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. 3 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 January 23, 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 January 23, 1996 to the Offer to Purchase (the
"Supplement"). A copy of the Supplement is filed herewith as Exhibit 3.
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 the afternoon of January 22, 1996, Kuhlman issued a press release
pertaining to the offer by the Purchaser to purchase any and all outstanding
Shares of the Company. A copy of such press release is attached hereto as
Exhibit 2 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 -- Press Release dated January 22, 1996
Exhibit 3 -- Supplement dated January 23, 1996 to Offer to Purchase dated
November 29, 1995
<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: January 24, 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 Press Release dated January 22, 1996
3 Supplement dated January 23, 1996 to Offer to Purchase dated November
29, 1995
</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: January 24, 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
KUHLMAN NEWS RELEASE
For Immediate Release: January 22, 1996
KUHLMAN RAISES BID IN TENDER
OFFER FOR COMMUNICATION CABLE,
EXTENDS TENDER OFFER UNTIL FEBRUARY 15
Kuhlman Corporation (NYSE:KUH) today announced that its wholly-owned subsidiary,
Kuhlman Acquisition Corp., would increase the purchase price in its
previously-announced tender offer for any and all outstanding shares of common
stock of Communication Cable, Inc. (NASDAQ:CABL) from $13 1/16 per share to $14
per share, net to the seller in cash.
Kuhlman also announced that it would extend the expiration time of the tender
offer from 5:00 p.m., New York City time, on January 31, 1996, to the same time
on Thursday, February 15, 1996.
Kuhlman stated that it was taking these actions in response to the announcement
this morning that Communication Cable had signed a definitive agreement with
Pentair, Inc., providing for a merger of CCI with a Pentair subsidiary at a cash
price of $13.50 per share of outstanding CCI common stock. Communication Cable
also announced that it had granted Pentair an option to purchase up to 300,000
shares of CCI common stock at $13.50 per share and had agreed to pay Pentair a
$1,000,000 termination fee, plus expenses of up to $250,000, if CCI is acquired
by Kuhlman.
Kuhlman's Chairman and Chief Executive Officer, Mr. Robert S. Jepson, Jr., had
this to say: "We are appalled at the manner in which CCI's Board of Directors
has mishandled its legal duty to obtain the best possible deal for CCI's
shareholders. It was obvious that Kuhlman would outbid Pentair if given a fair
chance -- and indeed we have now done so -- all without using "lock-up fees" or
"lock-up options", which in essence prevent CCI shareholders from receiving
maximum value. It is unfortunate that CCI's Board of Directors voted to back a
merger deal with Pentair and made a million-dollar gift to Pentair with CCI's
shareholders' money."
"We are considering our rights and remedies against CCI and its directors. Since
we cannot expect CCI's Board to act in the best interests of CCI's shareholders,
we have decided to take our $14.00 offer directly to CCI's shareholders. We are
confident that they will understand which offer is in their best interests."
Full details of the actions taken today by Kuhlman with respect to its tender
offer will be disclosed promptly to Communication Cable shareholders in a
written supplement to Kuhlman's November 29, 1995 Offer to Purchase.
At the close of business on Friday, January 19, 1996, Kuhlman owned 315,703
shares (approximately 11.2% on a fully-diluted basis) of CCI's common stock.
Kuhlman Corporation is a holding company engaged in two core business segments:
1) Electrical Products which manufactures and markets electrical products such
as electrical and electronic wire and cable products; and distribution, power
and instrument transformers; and 2) Industrial Products which manufactures and
markets industrial products such as turbochargers, engine cooling fans, fan
drives and vibration dampers used in medium and heavy duty diesel engines,
light, medium and heavy duty trucks, and agricultural and construction
equipment; and spring products and metal stampings for automotive and
nonautomotive applications.
For further information, contact:
Investor Relations
Kuhlman Corporation
3 Skidaway Village Square
Savannah, Georgia 31411
Telephone (912) 598-7809
<PAGE>
EXHIBIT 3
SUPPLEMENT DATED JANUARY 23, 1996 TO OFFER TO PURCHASE DATED NOVEMBER 29, 1995
KUHLMAN ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
KUHLMAN CORPORATION
HAS INCREASED THE OFFER PRICE
TO
$14.00 NET PER SHARE
IN ITS
OFFER TO PURCHASE FOR CASH
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 now 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
Supplement dated January 17, 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 TO BE 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 22, 1996, 94,428 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 22, 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 1/8 per Share. The high and low closing
sale prices per Share, as reported by NASDAQ for the first quarter (through
January 22, 1996) of the fiscal year ended October 31, 1996, were $14 1/8 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 financial information released to the public by the
Company on December 22, 1995. More comprehensive financial information is
included in periodic reports and in the 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 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>
(UNAUDITED)
Income Statement Information:
Net Sales................................................... $ 56,256
Net Income.................................................. 2,118
Net Income Per Share........................................ .80
</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 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 a Special Committee of the Board of Directors of the Company
(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:
3
<PAGE>
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.
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.
4
<PAGE>
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.
At approximately 9:00 p.m. on January 18, 1996, counsel to the Special
Committee advised acquisition counsel to 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.
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 would be in a position to respond on Monday.
Acquisition counsel stated that it would be imprudent 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 the afternoon of 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 the signed Merger
Agreement 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.
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 Stock Option Agreement and 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.
8. CERTAIN CONDITIONS OF THE OFFER. 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.
5
<PAGE>
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.
January 23, 1996
6
<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)
