<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
COMMUNICATION CABLE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
COMMUNICATION CABLE, INC.
1378 Charleston Drive
Post Office Box 1757
Sanford, North Carolina 27330
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Communication Cable, Inc.
Notice is hereby given that the Annual Meeting of the Stockholders of
Communication Cable, Inc. will be held at the Company's Headquarters, Sanford,
North Carolina on Tuesday, March 12, 1996, 9:30 a.m., Eastern Standard Time, for
the following purposes:
1. To elect six directors to serve until the next annual meeting of
stockholders and thereafter until their successors are elected and qualify.
2. To consider and vote on the extension of option grant date of Incentive
Stock Option Plan.
3. To transact such other business as may properly come before the meeting
and any adjournment thereof. The Board of Directors has fixed the close of
business on December 31, 1995, as the record date for the determination of
stockholders entitled to notice of and to vote at, the meeting or at any
adjournment or adjournments hereof. The transfer books will not be closed.
Your attention is directed to the accompanying Proxy Statement.
By Order of the Board of Directors
(Signature of William B. Cooper)
WILLIAM B. COOPER
SECRETARY-TREASURER
1378 Charleston Drive
Post Office Box 1757
Sanford, NC 27330
January 29, 1996
IT IS IMPORTANT THAT ALL STOCKHOLDERS BE REPRESENTED AT THE ANNUAL MEETING.
STOCKHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON SHOULD SIGN, DATE
AND RETURN THE ENCLOSED FORM OF PROXY, WHICH WILL BE USED AT THE ANNUAL MEETING.
A STAMPED ENVELOPE IS ENCLOSED HEREWITH FOR THAT PURPOSE.
<PAGE>
COMMUNICATION CABLE, INC.
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Communication
Cable, Inc. (the Company) for use at the 1996 Annual Meeting of Stockholders to
be held at the Company Headquarters, Sanford, North Carolina at 9:30 a.m. on
Tuesday, March 12, 1996, and at any adjournment of such meeting. The approximate
date on which this statement and enclosed proxy are to be mailed to stockholders
is February 13, 1996.
At the close of business on December 31, 1995, the record date of this
annual meeting, there were outstanding 2,584,096 shares of common stock of the
Company, each of which is entitled to one vote on each matter submitted to the
stockholders. Only stockholders of record at the close of business on the record
date are entitled to notice of and to vote at this meeting or any adjournment
thereof.
VOTING PROCEDURE
Shares cannot be voted at the meeting unless the owner of record at the
close of business on December 31, 1995, the record date for this annual meeting,
is present to vote in person or is represented by valid proxy. The enclosed
proxy is a means by which a stockholder may authorize the voting of his shares
at the annual meeting. All shares represented by valid proxies received by the
Secretary of the Company prior to the time they are voted will be as specified
by the stockholder. If the stockholder does not specify how the shares are to be
voted, they will be voted: (1) FOR the election of six directors; (2) FOR the
adoption of the extension of option grant date of Incentive Stock Option Plan. A
proxy may be revoked by the stockholder at any time prior to the time it is
voted, upon the delivery of written notice to the Secretary of the Company, or
by attending the meeting and electing to vote in person.
PROXY SOLICITATION
Proxies will be solicited by mail. The cost of the solicitation will be
borne by the Company. The Company will mail the proxies from lists provided by
the transfer agent. In addition to solicitation by mail, certain officers and
employees of the Company may solicit proxies by telephone, by telegraph, and or
by personal contact. These persons will receive no compensation other than their
regular salaries but will be reimbursed for any expenses incurred.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Each share of common stock is entitled to one vote on all matters, other
than the election of directors. The affirmative vote of a plurality of the votes
cast is required to elect directors. In accordance with the Company's Articles
of Incorporation and under present laws of the State of North Carolina, in which
the Company is incorporated, stockholders do not have cumulative voting rights.
On February 4, 1986, the Company's Articles of Incorporation were amended
to add the following provisions governing increased voting requirements for
certain transactions:
1. The affirmative vote of 80% of outstanding capital stock is
required to merge or consolidate the Company, or convey all or
substantially all of its assets, or dissolve or liquidate the
Company.
2. Upon the merger or consolidation of the Company, or the sale, lease
or conveyance of all or substantially all of the assets of the
Company, without the approval of the Board of Directors, common
stockholders have the right during the one-year period after the
effective date of any such actions, to exchange their stock for any
acquiring company's promissory notes payable in 30 days and bearing
interest at the rate of 12% per annum in the principal amount of
200% of the higher of: (a) the market value of the stock as of the
effective date of the corporate action; or (b) the book value of
such stock as of the end of the month immediately preceding such
corporate action.
On July 1, 1990, the North Carolina Shareholder Protection Act became
effective. That Act applies to publicly held North Carolina corporations. Under
that Act, a 95% or more favorable vote is required for certain mergers or other
business combinations if the other entity involved owns more than 20% of the
voting shares of the corporation. Exempted from such Act are the transactions
where minimum pricing and stock values are involved and certain other
requirements are met.
On July 1, 1990, the North Carolina Control Share Acquisition Act became
effective. That Act applies to publicly held North Carolina corporations.
Briefly and generally, that Act provides that an entity that acquired "control
shares" may not vote those shares unless a majority of all disinterested
shareholders grants voting rights to such shares. An entity acquires control
shares whenever it acquires shares that would bring its voting power in the
corporation to one of three thresholds: 20%, 33 1/3%, or 50%. The disinterested
shareholders decide whether to accord shares at the corporation's next
shareholders' meeting, unless the acquiror requests management to hold a special
meeting of shareholders for such purpose and files a statement divulging certain
information about itself and its intended plans. If such a meeting is requested,
it must be held within 50 days of such request. If the disinterested
shareholders reinstate voting rights to the control shares and the acquiror owns
a majority of all shares, any minority shareholder may dissent and receive the
"fair value" for his shares (not less than the highest price paid by the
acquiror for any control shares).
Since the Company is publicly held, it is subject to both of these two
North Carolina Acts.
The foregoing may make it more difficult for another company or group of
persons to acquire control of the Company.
As of January 16, 1996, the only stockholders known by management of the
Company to own of record or beneficially as much as 5% of the Company's
outstanding common stock were as set out in the section captioned "Shares Owned
by Directors and Officers", herein.
This is the only class of outstanding voting securities of the Company.
Also as of January 16, 1996, all officers and directors of the Company owned of
record and beneficially 465,042 shares of common stock of the
2
<PAGE>
Company, or approximately 16.5% of the outstanding common stock, as set out in
the section captioned "Shares Owned by Directors and Officers."
It is the understanding of management that all officers and directors
intend to vote for the election of the directors nominated and for the renewal
of Incentive Stock Option Plan.
PURPOSES OF THE MEETING
1. ELECTION OF DIRECTORS
Six directors are to be elected at the meeting for a term of one year and
until their successors shall be elected and qualified. Thus, the term of the
officers may continue until a successor is elected. It is intended that votes be
cast pursuant to the enclosed proxy for the six nominees named in the tabulation
set forth below, all of whom are now members of the Board of Directors. In the
event that any of the nominees should be unable or unwilling to serve as a
director, it is intended that the proxy will be voted for such person, if any,
as shall be designated by the Board of Directors. However, the management of the
Company has no reason to believe that any nominee is unwilling to serve as a
director. The name of, and certain information with respect to, the persons
nominated for election as directors, all of whom are the current directors of
the Company, are as follows:
<TABLE>
<CAPTION>
YEAR FIRST BECAME
NAME AGE DIRECTOR OR OFFICER POSITION WITH COMPANY
<S> <C> <C> <C>
James R. Fore 56 1984 President and Chairman, Board
Communication Cable, Inc. of Directors
P.O. Box 1757
Sanford, NC 27331
Charles L. Wellard 71 1984 Director
195 Hearthstone Road
Pinehurst, NC 28374
William B. Cooper 44 1988 Vice President of Finance,
8409 Belgium Drive Chief Financial Officer,
Raleigh, NC 27606 Secretary, Treasurer, Director
John L. Bitter, Jr. 63 1987 Director
Interstate/Johnson Lane Corp.
945 East Paces Ferry Road
Atlanta, GA 30326
Benjamin Greene 63 1988 Director
Dearborn Wire & Cable, Inc.
250 West Carpenter Ave.
Wheeling, IL 80090
George J. Falconero 46 1989 Director
Maillie, Falconiero & Company
P.O. Box 680
Oaks, PA 19456
</TABLE>
The term of office of each person elected will be until the next annual
meeting, on the second Tuesday in March, 1997, or March 11, 1997.
James R. Fore received a B.S. degree in Engineering from North Carolina
State University in 1961, and a B.S. degree in Business Administration from the
University of North Carolina in 1966. From 1975 to January,
3
<PAGE>
1982, he served in various capacities with Intercomp Wire and Cable Co., a
manufacturer of electrical wire and cables, a subsidiary of Insilco Corporation
("Insilco") and member of the Computer Circuitry Group ("CCG") of Insilco
subsidiaries, which were engaged in the manufacture of electronic and electrical
components and sub-assemblies for the computer industry. From 1978 to June,
1980, Mr. Fore served as Vice President, and from June, 1980 until January,
1982, as President of Intercomp Wire and Cable Co. From February, 1982 to
September, 1984, he served as Executive Vice President of CCG, responsible for
coordinating the operations of CCG. Mr. Fore, a Company founder, was elected
President and a director of the Company upon its organization in September,
1984. In 1992, Mr. Fore was nominated for Entrepreneur of the Year. He was named
North Carolina Small Business Person of the Year in 1994 and presented the Order
of the Long Leaf Pine by the Governor of North Carolina. In April, 1995, Mr.
Fore was presented with the Charles D. Scott Distinguished Career Award from the
New England Wire & Cable Club.
Charles L. Wellard received a B.S. degree in Engineering from Massachusetts
Institute of Technology in 1945, and M.S. degree in Electrical Engineering from
Carnegie Institute of Technology in 1947. From 1948 to 1958, Mr. Wellard was
employed as Director of Engineering for the International Resistance Company, a
manufacturer of electronic components, particularly resistors, and from 1958 to
1961, he was employed as Technical Director of Clifton Precision Products
Company, a manufacturer of high precision miniature rotating components and
navigational computers for aircraft. In 1961, Mr. Wellard founded American
Components, Inc., a manufacturer of electronic components including resistors,
capacitors, wire and cable and wire and cable assemblies, and served as its
President and Chairman until 1968. American Components was acquired by Insilco
Corporation in 1968, and from 1968 to August, 1984, he served as President and
Chairman of CCG. He holds more than a dozen U.S. patents, has written numerous
technical articles which have been published in leading scientific journals and
is the author of two books concerning electrical engineering subjects. Mr.
Wellard was elected Vice President and a director of the Company upon its
organization in September, 1984.
William B. Cooper, a Certified Public Accountant, received a B.S. degree
from North Carolina State University in 1975. He worked in public accounting
until 1982, when he became Assistant Controller of CCG, a position he held until
1985. From 1985 through September, 1988, Mr. Cooper held the position of
Controller of the Instrument Society of America. In October, 1988, Mr. Cooper
joined the Company as controller and was appointed Secretary-Treasurer in
December, 1988. Mr. Cooper was appointed Vice President of Finance and elected
by the Board of Directors as a Director on December 17, 1992.
John L. Bitter, Jr. received a B.S. in geology from the University of
Arizona in 1958. Prior to 1984 he was a vice president in the corporate finance
department of E. F. Hutton and also was a partner of New York Securities Co. In
1984, he became an officer in the corporate finance department of Johnson, Lane,
Space, Smith & Co. in Atlanta, Georgia. On October 14, 1988 Interstate
Securities Corporation merged with Johnson, Lane, Space, Smith & Co., Inc. to
form Interstate/Johnson Lane Corporation, where he currently serves as a Senior
Vice President. He was elected as a member of the Board of Directors on December
7, 1987.
Benjamin Greene received a B.A. in Arts and Finance in 1955 from Colorado
College, Colorado Springs, Colorado. He was co-founder of Dearborn Wire & Cable,
in Wheeling, IL in 1962, and has served as president since that date. He was
elected as a member of the Board of Directors on March 18, 1988. In 1992, Mr.
Greene received the Charles D. Scott Distinguished Career Award given by the New
England Wire & Cable Club for demonstrating outstanding professional acumen
along with personal attributes of an exceptional degree. In 1994, Mr. Greene was
inducted into the Entrepreneurship Hall of Fame, sponsored by the University of
Illinois at Chicago.
4
<PAGE>
George J. Falconero received a B.B.A. in Accounting in 1971 from Temple
University. He is a Certified Public Accountant in the state of Pennsylvania.
Mr. Falconero joined the regional public accounting firm of Maillie, Falconero &
Company in 1970 and has served as an Executive Partner since 1985. He was
elected as a member of the Board of Directors on March 14, 1989.
BOARD MEETINGS AND COMMITTEES
The following Board Committees are operative and a brief explanation of the
functions of each committee is as follows:
The Audit Committee: consisting of Messrs. Falconero, Wellard and Greene.
The functions of the committee are to: (a) recommend independent public
accountants for appointment by the Board as auditors of the books and records of
the Company, (b) review the scope of the audits made by the independent
auditors, (c) review reports submitted by the independent auditors and the
adequacy of the Company's system of internal accounting controls and take such
action in respect thereto as the committee deems appropriate to assure that the
interests of the Company are adequately protected, (d) review and approve
non-audit services performed by the independent auditors, (e) review the
independence of the independent auditors, and (f) monitor compliance with the
Company's policies concerning conflicts of interest and business conduct.
The Nominating Committee: consisting of Messrs. Bitter, Greene and
Falconero. The functions of the committee are to: (a) receive recommendations
for nominations of directors from all sources and (b) make recommendations to
the Board regarding selection criteria for Board members, nominees for directors
to fill vacancies and nominees for election as directors at the annual meeting
of stockholders. The Nominating Committee will review stockholders' suggestions
as to nominees for directorships that are submitted in writing to the Nominating
Committee, at the address of the Company's principal offices, not less than 45
days in advance of the date of the Company's proxy statement released to the
stockholders in connection with the previous year's annual meeting of
stockholders.
Executive Committee: Reviews management salaries, employment of management
and compensation plans.
Special Facilities Committee: Plans for acquisition of new equipment to
produce improved products economically.
Stock Options Committee: Selects personnel for stock options and
administers the stock option programs.
Pension Committee: Reviews employee pension benefits and administers the
pension programs.
Special Committee: consisting of Messrs. Falconero, Bitter and Greene.
Established January 12, 1995, for the purpose of evaluating the proposed merger
with Pentair Corporation, having the full authority of the Board of Directors in
evaluating and considering such merger proposal, and to recommend final action
on the proposed merger to the Board of Directors.
During 1995, the Board of Directors held thirteen meetings. No director
attended less than 75% of the aggregate of the total number of Board meetings
and the total number of Board committees on which he served, during the periods
that he served.
2. PROPOSAL TO ADOPT THE EXTENSION OF OPTION GRANT DATE OF INCENTIVE STOCK
OPTION PLAN
The Directors have proposed for the consideration of the shareholders the
extension of the option grant date of Incentive Stock Option Plan, as discussed
below.
5
<PAGE>
The second sentence of Paragraph 7, DURATION AND TERMINATION OF THE PLAN,
of the Incentive Stock Option Plan (the "Plan") which became effective February
27, 1986 states that "No option shall be granted subsequent to February 26,
1996, or subsequent to any earlier date as of which the Plan is terminated
pursuant to paragraph 6". If approved by the shareholders, the Plan would be
amended to extend the date that options can be granted to February 26, 2001.
The purpose of the Plan is to advance the interests of the Company by
assuring continuance of services of key employees and by attracting able
executives to employment with the Company.
If approved by the shareholders, the extension of option grant date of the
Plan would become effective upon approval. The Board of Directors recommends a
vote FOR the adoption of the extension of option grant date of Incentive Stock
Option Plan.
3. OTHER MATTERS
The Audit Committee will review recommendations of management and Directors
regarding the appointment of certified public accountants to audit the books of
the Company for the year ending October 31, 1996. The Board of Directors will
consider the appointment at the March 1996 or June 1996 meeting. The Board of
Directors selected KPMG Peat Marwick LLP as auditors to the Company for the year
ended October 31, 1995. KPMG Peat Marwick LLP, independent certified public
accountants, have audited the Company's financial statements for the past ten
years. A representative of KPMG Peat Marwick LLP is expected to be present at
the Annual Meeting.
The management of the Company knows of no other matters that may come
before the annual meeting. If other matters properly come before the meeting, it
is the intention of the persons acting under the enclosed form of proxy to vote
the shares represented by said proxies, with respect to such matters, in
accordance with their best judgment.
REMUNERATION AND RELATED MATTERS
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Committee of the Board of Directors establishes the
compensation for all officers of the Company. The Company's compensation program
is informal and rather simple consisting principally of salary, bonus and from
time to time an award of incentive stock options.
Compensation is not directly related to the market performance of the
Company's stock. Stock prices are not only reflective of earnings but are
influenced by additional factors as interest rates, comments and recommendations
of security analysts, institutional trading and market maker's activities. Also,
the major raw material component in the Company's product, copper, is subject to
significant price volatility from time to time. Management cannot manage these
outside influences. The primary factor in setting the CEO's compensation, as
well as all of the Company's officers' compensation, is how the employee's
performance compares to the objectives set by the Board. Short-term and
long-term objectives cover a combination of financial and operational matters.
The Executive Committee's compensation program objectives are to provide a
competitive compensation program in order to attract, motivate, reward and
retain qualified personnel for positions of substantial responsibility. The
Company has no long-term incentive plans or stock appreciation rights.
Benjamin Greene, Chairman
6
<PAGE>
DIRECTORS' COMPENSATION
Effective January 1, 1995, outside directors of the Company are compensated
at a rate of $1,000 plus expenses per actual meeting attended during the year.
Mr. Wellard received $75 per hour consulting fees for all board related
activities in addition to his expenses. Consulting agreement with Mr. Wellard
ended December 31, 1994. Also, see Option Grants to Directors, discussed
hereinafter.
The following table sets forth the total annual compensation paid or
accrued by the Company to or for the account of each of the executive officers
of the Company whose total cash compensation for the year ended October 31,
1995, exceeded $100,000 for the years ended October 31, 1995, 1994 and 1993,
respectively.
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION RESTRICTED PAYOUTS ALL
OTHER ANNUAL STOCK LTIP OTHER
NAME AND SALARY BONUS COMPENSATION AWARD OPTIONS PAYOUT COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James R. Fore 1995 187,250 110,000 6,000 -0- 2,655
CEO, President, Chairman, 1994 176,026 95,000 -0- -0- -0- 2,717
Director 1993 156,666 91,500 -0- -0- -0- -0- 3,000 -0- 2,660
Charles L. Wellard 1995 -0- -0- -0- 6,000 -0- 45,145
Director 1994 -0- 45,000 -0- -0- -0- 114,150
1993 -0- 47,365 -0- -0- -0- -0- 3,000 -0- 94,730
William B. Cooper 1995 90,305 48,000 -0- 6,000 -0- 2,213
VP of Finance, Secretary- 1994 86,358 33,000 -0- -0- -0- 1,794
Treasurer, Director 1993 80,082 25,800 -0- -0- -0- -0- 3,000 -0- 1,600
William P. Cullen 1995 93,450 17,000 -0- 5,000 -0- 1,767
VP of Sales and Marketing 1994 89,370 17,000 -0- -0- -0- 1,714
1993 85,334 17,800 -0- -0- -0- -0- 3,000 -0- 1,636
</TABLE>
(1) All other compensation: The totals in this column reflect the Company
contributions under the 401(k) Retirement Benefit Plan for Mr. Fore, Mr.
Cooper and Mr. Cullen. Also includes consulting fees paid to Mr. Wellard.
7
<PAGE>
II. OPTION GRANTS TABLE
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
% OF TOTAL PRICE
OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION OPTION TERM(1)
NAME # FISCAL YEAR ($/SH) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
James R. Fore 6,000 8.8% 9.350 03/13/00 9,000 26,040
CEO, President
Chairman, Director
Charles L. Wellard 6,000 8.8% 9.350 03/13/00 9,000 26,040
Director
William B. Cooper 6,000 8.8% 9.350 03/13/05 27,000 76,200
VP of Finance,
Secretary-Treasurer,
Director
William P. Cullen 5,000 7.3% 9.350 03/13/05 22,500 63,500
VP Sales &
Marketing
</TABLE>
(1) The potential realizable value portion of the table illustrates value before
income taxes that might be realized upon exercise of the options immediately
prior to the expiration of their term, assuming the specified compounded
rates of appreciation on the Company's Common Stock from the date of grant
to the expiration date. These numbers do not take into account provisions of
certain options providing for termination of the option following
termination of employment and non-transferability. The hypothetical
potential appreciation shown in these columns reflects the required
calculations at annual rates or 5% and 10% set by the SEC, and is not
intended to represent either historical appreciation or anticipated future
appreciation of the Company's Common Stock price.
8
<PAGE>
III. OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES ACQUIRED AT FY-END (#) AT FY-END ($)
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE(1)
<S> <C> <C> <C> <C>
James R. Fore -0- -0- 47,475/-0- 107,835/-0-
CEO, President, Chairman, Director
Charles L. Wellard -0- -0- 47,475/-0- 107,835/-0-
Executive Vice President, Director
William B. Cooper -0- -0- 24,061/-0- 47,911/-0-
VP of Finance, Secretary-Treasurer,
Director
William P. Cullen -0- -0- 20,677/-0- 35,076/-0-
VP of Sales and Marketing
</TABLE>
(1) Closing price of the common stock of the Company at October 31, 1995, was
$9.375.
IV. COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in this Proxy
Statement, the Securities and Exchange Commission requires a five-year
comparison of stock performance for the Company with stock performance of a
broad equity market index and either a peer company or, if a peer company is not
available, a published industry index. The Company's common stock is traded on
the NASDAQ National Market System and one appropriate comparison is with the
NASDAQ Total Return Index for U.S. Companies. Because there is no similar single
"peer company" in the NASDAQ system with which to compare stock performance, the
second comparison selected is with the NASDAQ Electronic Components Index.
Executive compensation has not previously been tied to stock performance, but
this certainly can be a factor used by the Executive Committee and by management
in the future in determining such compensation.
9
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG COMMUNICATION CABLE, INC.,
NASDAQ TOTAL RETURN INDEX FOR U.S. COMPANIES
AND NASDAQ ELECTRONIC COMPONENTS INDEX
(The Comparison Graph appears here with the following plot points:)
1990 1991 1992 1993 1994 1995
Communication Cable, Inc. 100 98.6 83.9 153.4 184.5 120.8
NASDAQ Total Return Index For
U.S. Companies 100 169.2 190.8 245.8 247.2 332.6
NASDAQ Electronic Components Index 100 144.3 202.4 345.9 382.0 769.1
This graph assumes $100 invested on October 31, 1990 in Communication
Cable, Inc. Common Stock, NASDAQ Total Return Index for U.S. Companies and
NASDAQ Electronic Components Index.
401(K) RETIREMENT BENEFIT PLAN
The Company maintains a savings plan qualified under Section 401(k) of the
Internal Revenue Code of 1986 for the benefit of all active U.S. employees.
Employees may elect to defer from Federal income tax up to 15% of their total
compensation up to the annual statutory maximum, which is $9,240 for calendar
year 1995. The Company matches up to 4% of an employee's compensation at the
rate of 25 cents on each dollar of contribution. In addition, the Executive
Committee may recommend that the Board of Directors make additional
discretionary contributions each year based on the Company meeting certain
objectives.
INCENTIVE STOCK OPTION PLAN
An Incentive Stock Option Plan (the "Plan") was adopted by the stockholders
of the Company on February 28, 1986. The Plan is intended to qualify under the
Internal Revenue Code of 1954, as amended, for favorable tax treatment to the
optionees in connection with the exercise and sale of their options. Options
covering up to 1,050,709 shares of common stock are available for grant pursuant
to the Plan. The Plan is
10
<PAGE>
administered by the Board of Directors of the Company. The options granted
pursuant to the Plan are exercisable for a period of a maximum of 10 years from
the date of grant for non-affiliates, (less than 10% shareholders on the date of
grant), and a maximum of 5 years for affiliates, (10% or more shareholders on
the date of grant). The exercise price for each share of common stock subject to
the options shall be not less than 110% of the fair market value of the common
stock as of the date of the grant of the option. No person may be granted
options in any calendar year for shares with an aggregate fair market value,
determined at the time of the grant, in excess of One Hundred Thousand Dollars
($100,000), plus limited carry-over amounts. All options are nontransferable,
except by will or the laws of descent and distribution upon the death of the
holder. The Stock Options Committee of the Board of Directors selects deserving
key employees for awards and the number of options to be awarded. There is no
specific performance formula or measure for a grant of options. No options can
be granted pursuant to this plan after February 26, 1996.
DIRECTORS STOCK OPTION PLAN
A Directors Stock Option Plan (the "Plan") was adopted by the stockholders
of the Company on June 30, 1988. The Plan is intended to qualify under the
Internal Revenue Code of 1954, as amended, for favorable tax treatment to the
optionees in connection with the exercise and sale of their options. Options
covering up to 79,969 shares of common stock are available for grant, and have
been granted, pursuant to the Plan. The Plan is administered by the Board of
Directors of the Company. The options granted pursuant to the Plan are
exercisable for a period of a maximum of 5 years from the date of grant. The
exercise price for each share of common stock subject to the options shall be
not less than 100% (110% if director owned greater than 10% of the Company's
common stock immediately before the grant) of the fair market value of the
common stock as of the date of the grant of the option. No person may be granted
options in any calendar year for shares with an aggregate fair market value,
determined at the time of the grant, in excess of One Hundred Thousand Dollars
($100,000), plus limited carry-over amounts. All options are nontransferable,
except by will or the laws of descent and distribution upon the death of the
holder. No options can be granted pursuant to this plan after March 17, 1993.
1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
A 1995 Outside Directors Stock Option Plan (the "Plan") was adopted by the
stockholders of the Company on March 13, 1995. The Plan is intended to qualify
under the Internal Revenue Code of 1954, as amended, for favorable tax treatment
to the optionees in connection with the exercise and sale of their options.
Options covering up to 206,000 shares of common stock are available for grant
pursuant to the Plan. The Plan is administered by the Board of Directors of the
Company. The options granted pursuant to the Plan are exercisable for a period
of a maximum of 5 years from the date of grant. The exercise price for each
share of common stock subject to the options shall be not less than 100% (110%
if director owned greater than 10% of the Company's common stock immediately
before the grant) of the fair market value of the common stock as of the date of
the grant of the option. No person may be granted options in any calendar year
for shares with an aggregate fair market value, determined at the time of the
grant, in excess of One Hundred Thousand Dollars ($100,000), plus limited
carry-over amounts. All options are nontransferable, except by will or the laws
of descent and distribution upon the death of the holder. No options can be
granted pursuant to this plan after March 12, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 25, 1991 James R. Fore, President and a director of the Company
borrowed $79,879 from the Company to exercise stock options. The loan is
evidenced by an unsecured five-year promissory note of
11
<PAGE>
that date, payable in five equal annual installments plus interest at the
applicable federal rate as published by the Internal Revenue Service beginning
December 31, 1991. As of December 31, 1995, the outstanding principal balance
was $16,695.
On November 20, 1995, Mr. James R. Fore, President and CEO of the Company,
entered into an agreement with Kuhlman Corporation, by the terms of which
Kuhlman Corporation would acquire all of Mr. Fore's Company 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. Kuhlman exercised such option on January 2, 1996, so
that as of January 5, 1996, Kuhlman owned 315,703 shares, approximately 12% of
the outstanding stock of the Company.
During the registrant's fiscal years ended October 31, 1995 and 1994, the
registrant sold to Dearborn Wire & Cable Company of Wheeling, Illinois, cable
representing sales of $238,420 and $215,845, respectively. Mr. Benjamin Greene
is a director of the registrant and as of January 16, 1996 the owner of 4,633
shares of the registrant's common stock, or 0.18% of the registrant's
outstanding stock of 2,641,033 shares. As of January 16, 1996, Mr. Greene also
has the right to acquire upon the exercise of currently exercisable options
18,042 shares of the registrant's common stock. Mr. Greene is the President of
Dearborn Wire & Cable of Wheeling, Illinois, a limited partnership of which he
has a 20% ownership interest. Management of the registrant is of the opinion
that these sales were made on an arms-length basis and at competitive prices.
Moreover, such sales prices are believed to be in line with comparable prices
for comparable products in the areas involved.
SHARES OWNED BY DIRECTORS AND OFFICERS
The table below shows as of January 16, 1996, the shares of common stock
beneficially owned by each of the nominees and continuing directors of the
Company and all nominees, directors, and officers as a group. These totals
include shares over which the nominee, director or officer has voting or
investment power (or has the right to acquire such power within 60 days after
January 31, 1996), even though he may have no beneficial interest in the shares.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME NUMBER OF SHARES (1) CLASS
<S> <C> <C>
James R. Fore 0(2) 0
Charles L. Wellard 315,971 11.8%
Kuhlman Acquisition Corp.
3 Skidaway Village Square
Savannah, GA 31411 315,703(2) 12.0%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 129,361 5.0%
John L. Bitter, Jr. 29,880 *
George J. Falconero 22,878 *
Benjamin Greene 22,675 *
William B. Cooper 24,061 *
William C. Cullen 16,995 *
Steve B. Payne 24,809 *
Henry H. Lawton 7,773 *
All directors and executive officers
(Totaling 9 persons) 465,042 16.5%
</TABLE>
* Less than one percent
12
<PAGE>
(1) Includes certain Shares that certain persons have the right to acquire upon
the exercise of currently exercisable options: Charles L. Wellard, 47,475;
John L. Bitter, Jr., 18,042; George J. Falconero, 21,130;
Benjamin Green, 18,042; William B. Cooper, 24,061; William P. Cullen,
16,995; Steve B. Payne,
24,809; Henry H. Lawton, 7,773.
(2) In the first week of January 1996, Kuhlman Acquisition Corp. exercised its
option under its Stock Option Agreement with Mr. Fore and thereby acquired
all 315,603 Shares theretofore owned by him.
(3) Each respective individual's shares included in note (1) were deemed to be
outstanding as of January 16, 1996 for the purpose of computing the
percentage applicable to the person owning such shares but were not deemed
to be outstanding for the purpose of computing the percent of class owned by
any other person. The total number of shares included in note (1) were
deemed to be outstanding for the purpose of computing the percent of class
for all directors and executive officers as a group.
DEADLINE FOR STOCKHOLDER PROPOSALS -- 1997 MEETING
A proposal that a stockholder intends to present at the 1997 meeting can be
considered for inclusion in the proxy materials for that meeting only if
received by the Company at its principal office before November 15, 1996.
If the date of the 1997 meeting is advanced more than 30 days or delayed by
more than 90 calendar days from March 11, 1997, the Company shall inform the
stockholders of the change.
ANNUAL REPORT
The Annual Report of the Company for the past fiscal year ended October 31,
1995, containing financial statements, is being mailed to stockholders with this
proxy statement. The financial statements contained in the Annual Report are not
incorporated herein by reference.
OTHER MATTERS
Management is not aware of any matters to be presented for action at the
meeting other than as described herein. If any other matters properly come
before the meeting, or any adjournment thereof, the person or persons voting the
proxies will vote them in accordance with his or their best judgment.
By Order of the Board of Directors.
(Signature of William B. Cooper)
WILLIAM B. COOPER
SECRETARY-TREASURER
1378 Charleston Drive
Post Office Box 1757
Sanford, NC 27330
January 29, 1996
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
13
****************************************************************************
APPENDIX
<PAGE>
PROXY COMMUNICATION CABLE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, hereby appoints James R. Fore, and William B. Cooper, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Communication Cable held on record by the undersigned on December 31,
1995 at the annual meeting of shareholders to be held on March 12, 1996 or any
adjournment thereof.
<TABLE>
<CAPTION>
PROPOSAL 1. ELECTION OF DIRECTORS -- 1
YEAR TERM FOR AGAINST ABSTAIN FOR AGAINST
<S> <C> <C> <C> <C> <C> <C>
James R. Fore [ ] [ ] [ ] John L. Bitter, Jr. [ ] [ ]
Charles L. Wellard [ ] [ ] [ ] Benjamin Greene [ ] [ ]
William B. Cooper [ ] [ ] [ ] George J. Falconero [ ] [ ]
<CAPTION>
PROPOSAL 1. ELECTION OF DIRECTORS -- 1
YEAR TERM ABSTAIN
<S> <C>
James R. Fore [ ]
Charles L. Wellard
William B. Cooper
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
PROPOSAL 2. ADOPTION OF THE EXTENSION
OF OPTION GRANT FOR AGAINST ABSTAIN
DATE OF INCENTIVE STOCK OPTION PLANS [ ] [ ] [ ]
PROPOSAL 3. OTHER MATTERS [ ] [ ] [ ]
</TABLE>
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder.
If no direction is made, this proxy will be voted for Proposal 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
[ ] Wish to attend and vote shares at meeting.
<TABLE>
<S> <C>
Dated:
SIGNATURE
SIGNATURE IF HELD JOINTLY
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
<PAGE>
PLEASE READ THE FOLLOWING INSTRUCTIONS BEFORE EXECUTING YOUR VOTING INSTRUCTIONS
ON THE FRONT OF THIS FORM.
(Bullet)Review the Notice of Meeting and Proxy Statement, in particular the
explanation of the proposals to be voted upon. The Board of Directors recommends
a vote for the election of directors listed and a vote for the adoption of the
extension of option grant date of Incentive Stock Option Plan. The shares
represented hereby will be voted as indicated or for any proposals for which no
change is indicated.
(Bullet)VOTING FOR ELECTION OF DIRECTORS: Indicate your choice by marking an
[X] in the appropriate box. To withhold authority for any individual nominee
mark an [X] in the abstain block to the right of the nominee's name.
(Bullet)VOTING ON PROPOSALS: You can vote each proposal individually by
marking an [X] in the appropriate block.
(Bullet)If your shares are held by a bank, you must return your voting
instructions for your shares to be represented at the meeting. Banks do not vote
discretionarily; only as instructed.
(Bullet)If you wish to attend and vote your shares at the meeting, mark an
[X] in the appropriate block and sign and return the form. If you wish to
authorize another person to vote your shares at the meeting, print your
representative's name and address in the area below. A legal proxy will be
issued to you or your authorized representative. Please note: If a legal proxy
is issued, your shares will not be represented at the meeting, unless you or
your representative attends the meeting.
(Bullet)Note: If the address shown is incorrect, notify your broker/bank
directly.
