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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1) of
The Securities Exchange Act of 1934
(Amendment No. 1)
COMMUNICATION CABLE, INC.
(Name of Subject Company)
KUHLMAN ACQUISITION CORP.
KUHLMAN CORPORATION
(Bidders)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
203378 10 4
(CUSIP Number of Class of Securities)
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 on Behalf of Bidder)
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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CUSIP No. 203378 10 4 14D-1
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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 Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f)
6 Citizenship or Place of Organization:
North Carolina
7 Aggregate Amount Beneficially Owned by Each Reporting Person:
315,703 shares, including 315,603 shares pursuant to a stock option agreement
8 ( ) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
9 Percent of Class Represented by Amount in Row (7):
12.0% of all shares assumed to be outstanding (11.2% assuming exercise of all exercisable options assumed to be
outstanding)
10 Type of Reporting Person:
CO
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CUSIP No. 203378 10 4 14D-1
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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 Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f)
6 Citizenship or Place of Organization:
Delaware
7 Aggregate Amount Beneficially Owned by Each Reporting Person:
315,703 shares, including 315,603 shares pursuant to a stock option agreement
8 ( ) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
9 Percent of Class Represented by Amount in Row (7):
12.0% of all shares assumed to be outstanding (11.2% assuming exercise of all exercisable options assumed to be
outstanding)
10 Type of Reporting Person:
CO
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Kuhlman Acquisition Corp. and Kuhlman Corporation hereby amend their Tender
Offer Statement on Schedule 14D-1 (the "Statement"), originally filed on
November 29, 1995, with respect to Kuhlman Acquisition Corp.'s offer to purchase
any and all outstanding shares of common stock, par value $1.00 per share, of
Communication Cable, Inc. Capitalized terms not defined herein have the meanings
assigned to them in the Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
On January 3, 1996, Kuhlman 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
(a)(9) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
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 Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release dated January 3, 1996
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: January 4, 1996
KUHLMAN ACQUISITION CORP.
BY /S/ ROBERT S. JEPSON, JR.
ROBERT S. JEPSON, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
KUHLMAN CORPORATION
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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(a)(9) Press Release dated January 3, 1996
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EXHIBIT (A)(9)
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
