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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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 NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
KUHLMAN CORPORATION SUITE 3350
3 SKIDAWAY VILLAGE SQUARE 100 NORTH TRYON STREET
SAVANNAH, GEORGIA 31411 CHARLOTTE, NORTH CAROLINA 28202-4000
TELEPHONE: (912) 598-7809 TELEPHONE: (704) 417-3000
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JANUARY 3, 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 [ ].
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CUSIP NO. 203378 10 4 13D
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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
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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
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
315,703 SHARES, INCLUDING 315,603 SHARES PURSUANT TO A STOCK OPTION AGREEMENT
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 (11.2% ASSUMING EXERCISE OF ALL EXERCISABLE OPTIONS ASSUMED TO BE
OUTSTANDING)
14 Type of Reporting Person:
CO
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CUSIP NO. 203378 10 4 13D
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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
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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
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
315,703 SHARES, INCLUDING 315,603 SHARES PURSUANT TO A STOCK OPTION AGREEMENT
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 (11.2% ASSUMING EXERCISE OF ALL EXERCISABLE OPTIONS ASSUMED TO BE
OUTSTANDING)
14 Type of Reporting Person:
CO
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Kuhlman Acquisition Corp. and Kuhlman Corporation hereby amend their
Statement on Schedule 13D, dated November 29, 1995 (the "Statement"), covering
shares (the "Shares") of common stock, par value $1.00 per share, of
Communication Cable, Inc. This Amendment No. 1 to the Statement is being jointly
filed by Kuhlman Acquisition Corp. and Kuhlman Corporation pursuant to a joint
filing agreement filed herewith as Exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On January 3, 1996, Kuhlman Corporation issued a press release announcing
that it had exercised its option to acquire all of Mr. Fore's Shares at a
purchase price of $12.00 per Share. 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 3, 1996
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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 4, 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
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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1 Joint Filing Agreement between Kuhlman Acquisition Corp. and Kuhlman
Corporation
2 Press Release dated January 3, 1996
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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 4, 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
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EXHIBIT 2
KUHLMAN NEWS RELEASE
For Immediate Release: January 3, 1996
KUHLMAN EXERCISES OPTION TO ACQUIRE STOCK OWNED
BY COMMUNICATION CABLE PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Kuhlman Corporation (NYSE:KUH) today announced that, pursuant to its agreement
with James R. Fore, the President and Chief Executive Officer of Communication
Cable, Inc. (NASDAQ:CABL), it has exercised its option to acquire all of Mr.
Fore's Communication Cable stock at a purchase price of $12.00 per share. Mr.
Fore owns 268,128 shares of Communication Cable stock and holds exercisable
options to purchase another 47,475 shares, for a total of 315,603 shares, or
approximately 12% of the outstanding stock of Communication Cable (approximately
11% on a fully diluted basis).
Robert S. Jepson, Jr., Chairman and Chief Executive Officer of Kuhlman
Corporation, stated that, "Our previously-announced tender offer for any and all
remaining shares of Communication Cable, also at $12.00 per share, net, in cash,
is continuing forward. As noted in our November 29, 1995 News Release, Kuhlman
has requested that Communication Cable call a special meeting of shareholders
for the purpose of voting, in accordance with the provisions of the North
Carolina Control Share Acquisition Act, to permit Kuhlman to vote Communication
Cable shares that it will acquire in its tender offer and pursuant to its
agreement with Mr. Fore. We anticipate that a shareholder meeting will be held
in early to mid-February, with our tender offer being completed shortly
thereafter."
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
