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(CCI Letterhead and LOGO appear here)
January 4, 1996
To Our Stockholders:
Reference is made to the Company's Schedule 14D-9 previously mailed to
you on December 12, 1995 in response to the Tender Offer by Kuhlman Corporation
initiated on November 29, 1995.
Enclosed is Amendment No. 1 to the Schedule 14D-9, as filed with the
Securities and Exchange Commission. The Schedule, as amended, contains important
information relating to this Tender Offer. We continue to urge you to consider
this information carefully.
By Order of the Board of Directors.
Sincerely,
(Signature of James R. Fore appears here)
James R. Fore
President
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMUNICATION CABLE, INC.
(Name of Subject Company)
Communication Cable, Inc.
(Name of Person(s) Filing Statement)
Common Stock Par Value $1.00 Per Share
(Title of Class of Securities)
203378 I0 4
(CUSIP Number of Class of Securities)
James R. Fore
President and Chief Executive Officer
Communication Cable, Inc.
1378 Charleston Drive
Post Office Box 1757
Sanford, North Carolina 27331
(800) 410-9473
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement.)
With a Copy to:
L. Bruce McDaniel
Post Office Box 58186
Raleigh, North Carolina 27658
(919) 872-3000
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Communication Cable, Inc. hereby amends its Schedule 14D-9 (the
"Statement"), originally filed on December 12, 1995, with respect to the tender
offer by Kuhlman Corporation initiated on November 29, 1995. Capitalized terms
not defined herein have the meaning assigned to them in the Statement.
Item 4. The Solicitation or Recommendation.
Item 4 is hereby revised and restated in full as
follows:
The Board has unanimously determined, with Mr. Fore's abstention,
that the shareholders be advised that the Board of Directors takes no position
with respect to this Tender Offer at the present time.
This decision was made because of the Board's consideration of the
following factors during the course of essentially the past year up to the date
of such action:
1. The receipt by the Board of a fairness opinion from
Interstate/Johnson Lane indicating that the offer price of 12.00 per share from
Kuhlman was fair to the shareholders from a financial point of view.
2. The receipt by the Board of an indication of interest at a
higher price per share; see Item 6(d), hereafter;
3. The consideration of prices discussed in indications of
interest received by the Company during the past year;
4. The nature of the Offer;
5. An assessment by directors of the strengths and weaknesses
of the Company's current business, business plans, prospects, financial
condition, and stock market perception;
6. A review of the trading history and current market value
of the shares of the Company;
7. The effect of the acquisition on the Company's customers,
employees, suppliers, and business plans.
Other than as set forth above, there was no basis for the Board's
decision not to take a position on the Tender Offer, and no relative weight was
assigned to any individual factor considered in reaching its determination.
Item 6. Recent Transactions and Intent With Respect to Securities.
Paragraphs (b) and (d) of Item 6 are hereby revised and restated in full
as follows:
(b) The Company has no knowledge as to whether any of its
executive officers, directors or affiliates presently intend to tender into the
Offer or to sell any shares held of record or beneficially owned by them, except
for the Fore option, discussed in Item 3(b), to which reference is made. The
Company has been advised that Kuhlman exercised such option on January 2, 1996
and that as of January 5, 1996 Kuhlman will own 315,703 Shares
(approximately 12% of the outstanding common stock of the Company).
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(d) On December 7, 1995, the Company received an unsolicited
indication of interest from another firm, expressing an interest in acquiring
the Company at a stated estimate of $12.25 to $13.00 per share. However, that
indication was not binding and was subject to a number of conditions, including
due diligence work. The Company has provided information to such other firm
subject to a confidentiality agreement. There are no current negotiations with
that other firm. The Company does not know whether such other firm will make an
offer for the Company or what the terms of any such offer could be. If an offer
is received and if the Board determines to enter into an agreement with such
other firm, then the present Tender Offer may or may not be impacted in various
ways, depending on what the agreement is and the state of affairs then existing.
Kuhlman would not be obligated to consummate the Tender Offer in such
circumstances.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: January 4, 1996
COMMUNICATION CABLE, INC.
By: /s/ JAMES R. FORE
JAMES R. FORE
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
