<PAGE>
(Communication Cable, Inc. logo)
January 16, 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.
Your Board of Directors has concluded that Kuhlman's current Offer of
$12.00 is not in the best interests of the Company and its stockholders, because
the Company received an offer to purchase the Company at $13.00 per share,
culminating in a letter of intent to merge, signed on January 15, 1996.
Subsequently, today, Kuhlman has indicated in writing that it will increase its
tender offer to $13.062. The Board will consider its recommendation with respect
to Kuhlman's new offer once it has been received. CCI currently is in
discussions with Pentair and Kuhlman.
CCI shareholder tender and withdrawal rights were subject to a deadline
established by Kuhlman as January 22, 1996, but Kuhlman has announced it intends
to extend the deadline to January 31, 1996. Shareholders are urged to review the
tender and withdrawal procedures and deadline set forth in the Kuhlman tender
offer previously delivered to shareholders and to monitor further corporate
announcements.
Enclosed are a copy of the Company's Amendment No. 1 previously filed and
a copy of Amendment No. 2 to its Schedule 14D-9, as filed with the Securities
and Exchange Commission, describing the Board's decision and containing other
important information relating to this decision. We urge you to consider this
information carefully.
By Order of the Board of Directors.
Sincerely,
/s/ James R. Fore
James R. Fore
President
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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
<PAGE>
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 2. Tender Offer of the Bidder.
An additional paragraph is added to Item 2, as follows:
The Company was notified in writing on January 16, 1996 that Kuhlman
was in the process of increasing its tender offer from $12.00 to $13.062 per
share. The Company currently is in discussions with Pentair and Kuhlman. Upon
receipt of the increased tender offer by Kuhlman, the Company's Board will
consider its response. Company shareholder tender and withdrawal rights were
subject to a deadline established by Kuhlman as January 22, 1996, but Kuhlman
has announced it intends to extend the deadline to January 31, 1996.
Item 4. The Solicitation or Recommendation.
Item 4 is hereby revised and restated in full as follows:
At a meeting held on January 14, 1996, the Board of Directors of the
Company (the "Board"), by a unanimous vote of all members present (including by
a unanimous vote of the non-management directors of the Company), recommended,
at this time, the rejection of the $12.00 Offer as not in the best interests of
the Company and its stockholders in light of a $13.00 per share cash merger
offer from Pentair, Inc. Mr. James R. Fore, President of the Company, abstained
from the voting (see Item 6(b), below.) CCI shareholder tender and withdrawal
rights were subject to a deadline established by Kuhlman as January 22, 1996,
but Kuhlman has announced it intends to extend the deadline to January 31, 1996.
Shareholders are urged to review the tender and withdrawal procedures and
deadline set forth in the Kuhlman tender offer previously delivered to
shareholders and to monitor further corporate announcements. Today, Kuhlman has
indicated in writing that it will increase its tender offer to $13.062. The
Board will consider its recommendation with respect to Kuhlman's new offer once
it has received it. A press release with respect to this matter is attached as
Exhibit 3 hereto and incorporated herein by reference.
The form of press release announcing the recommendation with respect
to the $12.00 Kuhlman offer and the resulting letter of intent dated January 15,
1996 to merge with Pentair for $13.00 per share in cash are being filed with the
Commission as Exhibits 1 and 2, respectively, hereto and are incorporated herein
by reference.
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 previously received, in connection with the Kuhlman Tender
Offer, the fairness opinion from Interstate/Johnson Lane indicating that a price
of 12.00 per share was fair to the shareholders from a financial point of view;
2. The receipt of the offer to merge from Pentair, Inc., a
publicly held Minnesota corporation, at a price of $13.00 per share for each
share of the Company's common stock. See Item 6(d) below, and Exhibits 1 and 2
hereto for details of the Pentair offer;
3. The consideration of prices discussed in indications of
interest received by the Company during the past year;
<PAGE>
4. The fact that the current market price of the Company's Shares
for every trading day since the Kuhlman Offer was announced has been at or above
the per-share price of the Offer; and that as of January 12, 1996, the last bid
price of the shares was $12.00 per share;
5. The nature of the Offer;
6. An assessment by directors of the strengths and weaknesses of
the Company's current business, business plans, prospects, financial condition,
and stock market perception;
7. A review of the trading history and current market value of the
shares of the Company;
8. 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 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 owned 315,703 Shares (approximately 12%
of the outstanding common stock of the Company).
(d) On January 14, 1996, the Company received an offer to merge
from Pentair, Inc., a Minnesota corporation, at a price of $13.00 per share for
each share of common stock of the Company. That offer culminated in a letter of
intent to merge, at that price, dated and signed on January 15, 1996. See
Exhibit 2 hereto for details of the letter of intent. Today, Kuhlman has
indicated in writing that it will increase its tender offer to $13.062. Kuhlman
has demanded that the Company proceed to mail proxies in the near future with
respect to a shareholder meeting called for the purpose of considering granting
Kuhlman voting rights for shares it owns in the Company
Action will be taken to call a Special Meeting of Shareholders in
the near future, at a date to be announced.
Item 9. Material to be Filed as Exhibits.
(a) Press Release of January 15, 1996
(b) Letter of Intent of January 15, 1996
(c) Press Release January 16, 1996
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Date: January 16, 1996 COMMUNICATION CABLE, INC.
By:
James R. Fore
President and
Chief Executive Officer
(a) Press Release of January 15, 1996 FOR IMMEDIATE RELEASE
PRESS RELEASE -- JANUARY 15, 1996
Communication Cable, Inc. (NASDAQ Symbol -- "CABL"), a specialty
electronic wire and cable manufacturer, announced today that it has signed a
non-binding letter of intent to merge with a subsidiary of Pentair, Inc., a
publicly held holding company located in Minneapolis, Minnesota, at a cash price
of $13.00 per share for each share of outstanding Company common stock. That
letter of intent is generally not binding and is subject to a number of
conditions. It has a termination fee of $750,000, plus expenses, payable by CCI
if Pentair is out bid, or in certain other circumstances. The letter of intent
calls for a definitive agreement to be signed by January 16, or immediately
thereafter.
Because of the Pentair offer, among other reasons, the Board
changed its recommendation of the Kuhlman tender offer of $12.00 per share from
no position to a recommendation that the Company's shareholders reject the
Kuhlman offer. This decision will be reflected on the Company's Amendment No. 2
to its Schedule 14D-9, to be filed with the Securities and Exchange Commission.
Shareholder withdrawal rights with respect to the Kuhlman tender offer currently
are scheduled to expire on January 22, 1996.
As noted in the Company's previous press releases, Kuhlman had
an option agreement dated November 20, 1995 with Mr. James R. Fore by which
Kuhlman could acquire all of Mr. Fore's stock at $12.00 per share, entering into
an employment agreement on the same date providing for Mr. Fore's employment
with Kuhlman for up to three years following Kuhlman's acquisition of the
Company. The Company has been advised that Kuhlman exercised such option on
January 2, 1996 and that as of January 5, 1996 Kuhlman owned 315,703 shares
(approximately 12% of the outstanding common stock of the Company).
<TABLE>
<S> <C>
NASDAQ/NMS Symbol CABL Contact: James R. Fore
Telephone: 919-775-7775 President
Fax: 919-776-5601
</TABLE>
<PAGE>
(b) Letter of Intent of January 15, 1996
(Pentair Letterhead)
January 14, 1996
Board of Directors
Communication Cable, Inc.
1378 Charleston Drive
P.O. Box 1757
Sanford, NC 27331
Re: Acquisition Proposal for Communication Cable, Inc.
Gentlemen:
This letter of intent will confirm Pentair's firm offer to require
Communication Cable, Inc. (the "Company") through a merger of a Pentair
subsidiary into the Company, by which shareholders of the Company will receive
cash for the value of their shares (the "Merger"). This offer will expire on the
close of business on January 16, 1996, unless before that time the Board of
Directors of the Company has executed this letter of intent, approved the terms
of the proposed transaction and executed and delivered to Pentair a definitive
agreement to undertake the Merger.
This letter is not a binding agreement, except for the provisions of
paragraphs 6 through 9, with respect to the Merger, which is subject (among
other things) to (a) the negotiation and execution of a definitive agreement and
related agreements and documents (collectively, the "Definitive Agreement"): (b)
the approval of the Merger by the holders of not less than 80% of the shares of
common stock of the Company, and (c) the receipt of any necessary regulatory
approvals and the expiration or termination of any applicable waiting periods.
There is no financing or due diligence contingency in connection with this
offer.
The fundamental terms of the proposed acquisition are as follows:
1. THE MERGER. Subject to the terms and conditions of the
Definintive Agreement, Pentair will form an acquisition
subsidiary which shall merge with and into the Company. The
issued and outstanding shares of the Company shall be converted
into the right to receive cash in the amount of $13.00 per
share. Pentair will become the sole shareholder of the surviving
corporation, which shall be the Company.
2. BOARD APPROVAL. The Board of Directors of the Company will
approve the Merger, execute and deliver to Pentair the
Definitive Agreement and recommend to the shareholders of the
Company that they approve the Merger.
3. DEFINITIVE AGREEMENT. As promptly as is practicable after the
execution of this letter of intent, the parties will negotiate
and complete the Definitive Agreement, which will include
representations, covenants and conditions customary in a
transaction like the Merger.
4. ONGOING COOPERATION. Following execution of the Definitive
Agreement, Pentair and its counsel, accountants and advisors
will conduct a continuing review of the financial condition,
business, assets and contractual commitments of the Company,
<PAGE>
which will cause it agents, employees, counsel, accountants and
advisors to cooperate with Pentair in connection with such
review and supply to Pentair and its counsel, accountants and
advisors such materials and documents and such access to its
operations as shall be reasonably requested in connection
therewith.
5. CONFIDENTIALITY AGREEMENT. The Confidentiality Agreement dated
December 13, 1995 executed by Pentair shall continue in full
force and effect and is hereby ratified and confirmed.
6. NO SOLICITATION. Following the execution of this letter of
intent, neither the Company nor its directors, officers,
employees, financial advisors, legal counsel, accountants and
other agents and representatives shall (a) encourage, initiate
or solicit, directly or indirectly, any inquires or the making
of any proposals by, or engage in discussions or negotiations
with, any third party (other than Pentair) concerning any
merger, consolidation, sale of assets, tender offer, sale of
shares or similar transaction involving the Company or any
significant assets of the Company, other than the Merger (each
an "Acquisition Proposal"), or (b) disclose directly or
indirectly to any person preparing to make an Acquisition
Proposal any confidential information regarding the Company, or
(c) enter into any understanding, agreement or commitment with
any third party providing for an acquisitive transaction, equity
investment or sale of any significant assets of the Company.
Notwithstanding the foregoing, the Board of Directors of the
Company or any committee thereof appointed for purposes of any
of the foregoing (a "Committee"), officers, employees,
representatives and agents of the Company may (i) take action
upon receipt of the advice of special legal counsel that such
action is advisable in order to fulfill the fiduciary duties of
the Board or the Committee, and (ii) provide confidential
information regarding the Company to a potential purchaser upon
the prior written request of such purchaser whom the Board or
Committee reasonably believes (A) is qualified and creditworthy,
(B) will not use such information to the competitive
disadvantage of the Company, and (C) intends to make a serious
offer which may result in a transaction more favorable to the
shareholders of the Company than the
consideration payable in connection with the Merger, provided
that such disclosure is made subject to an appropriate
confidentiality agreement, and the request does not arise as a
result of any solicitation for expression of interest by the
Company or any of its directors, officers, employees, financial
advisors, legal counsel, accountants or other agents and
representatives. The Company will notify Pentair immediately if
any Acquisition Proposal or any request for confidential
information is received, shall inform Pentair if the Company's
Board or Committee has been advised by special legal counsel to
consider such Acquisition Proposal in order to fulfill the
fudiciary duties of the Board of Directors and shall provide to
Pentair such information regarding any Acquisition Proposal or
request for informaiton as Pentair may reasonably request.
7. EXPENSES. Except as set forth in Paragraphs 9 and 10 below, the
parties will each bear their own expenses incurred in connection
with the negotiation of the transaction contemplated hereby,
whether or not such transaction is consummated.
8. PUBLICITY. Until such time as either the Company or Pentair
shall advise the other in writing that negotiations over the
transaction contemplated herein are terminated, neither the
Company nor Pentair shall, without the prior written consent of
the other
<PAGE>
(which consent shall not be unreasonably withheld), issue any
statement or communication to the public generally or to any
third party relating to this offer, any negotiations with
respect thereto or the interest of Pentair in the acquisition of
the Company, except as required by applicable securities law, as
done on advice of that party's legal counsel, a copy of which
proposed statement or communication shall be given to the other
party prior to the release of the statement or communication to
the public generally or to any third party. The parties agree
that this letter shall be the subject of a press release upon
execution.
9. TERMINATION FEES EXPENSES. In order to induce the submission by
Pentair to the Board of Directors of the Company of terms for
the acquisition of the Company more favorable to its
shareholders than those previously offered by Kuhlman
Corporation in its tender offer, if
(1) this letter of intent or the Definitive Agreement is
terminated by Pentair as a result of (i) any breach by the
Company of any binding agreement contained in this letter or
(ii) any knowing breach of any representation, warranty, or
covenant contained in the Definitive Agreement; or
(2) the Company enters into an Acquisition Proposal (other
than this letter and the Definitive Agreement), or any
Acquisition Proposal (other than the Merger) is
consummated, within one (1) year from the date hereof,
unless Pentair has breached, terminated, or abandoned
this letter or the Definitive Agreement for any reason
other than a breach by the Company of its obligations
under this letter or the Definitive Agreement; or
(3) any third party makes an Acquisition Proposal or
acquires common stock of the Company and thereafter
holds 20% or more of the then current issued and
outstanding shares of the Company, and thereafter
(A) the Board of Directors of the Company does not
reject the Acquisition Proposal of such third party,
or (B) the Definitive Agreement or this letter is
terminated or abandoned as a result of the
shareholders' failure to approve the Merger and the
price per share of such Acquisition Proposal is
higher than $13.00 at the time of the shareholder
vote.
then the Company shall pay to Pentair, immediately
upon the occurrence of the first event to occur set
forth above in this paragraph 9, a termination fee
equal to $750,000, plus an amount necessary to
reimburse Pentair for its costs and expenses
incurred to that date in connection with the Merger,
not to exceed $250,000.
10. EXPENSES OF THE COMPANY. If Pentair violates its obligations
under this letter or the Definitive Agreement, Pentair will
reimburse the Company for its costs and expenses incurred to
that date in connection with the Merger, not to exceed $250,000.
11. NO BINDING OBLIGATION. Except for the provisions of paragraphs 6
through 10 hereof, inclusive, which constitute binding
agreements of the parties, this letter is only an expression of
the intent of the parties and does not constitute a binding
agreement of any party to consummate the transactions
contemplated hereby in respect of the business.
<PAGE>
12. TERMINATION. This letter of intent will terminate, except with
respect to the binding portions hereof as set forth above, if
the Definitive Agreement has not been executed and delivered by
January 16, 1996, or such later date as the parties shall
mutually agree.
If this letter correctly states our mutual intentions please
indicate your approval and agreement by signing and returning the duplicate copy
of this letter enclosed herewith.
Very truly yours,
PENTAIR, INC.
By: Gerald C. Kirch
Its: President General Industrial
Products Group
Approved and agreed:
COMMUNICATION CABLE, INC.
BY: JAMES R. FORE
ITS: PRESIDENT
(c) Press Release January 16, 1996
FOR IMMEDIATE RELEASE -- JANUARY 16, 1996
Communication Cable, Inc. (NASDAQ Symbol -- "CABL"), a specialty
electronic wire and cable manufacturer, announced today that it has been
notified by Kuhlman Corporation that Kuhlman is in the process of increasing its
tender offer from $12.00 to $13.062 per share. Yesterday, CCI announced that it
had signed a non-binding letter of intent to merge with a subsidiary of Pentair,
Inc. at a cash price of $13.00 per share for each share of outstanding CCI
common stock. CCI currently is in discussions with Pentair and Kuhlman. Upon
receipt of the increased tender offer by Kuhlman, the CCI board will consider
its response. CCI shareholder tender and withdrawal rights are subject to a
deadline currently established by Kuhlman as January 22, 1996. Shareholders are
urged to review the tender and withdrawal procedures and deadline set forth in
the Kuhlman tender offer previously delivered to shareholders and to monitor
further corporate announcements.
<TABLE>
<S> <C>
NASDAQ/NMS Symbol CABL Contact: James R. Fore
Telephone: 919-775-7775 President
Fax: 919-776-5601
</TABLE>
<PAGE>
(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
<PAGE>
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
<PAGE>
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).
<PAGE>
(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
