SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 1996
COMMUNICATION CABLE, INC.
(Exact name of registrant
as specified in its charter)
North Carolina 000-1555 56-1433144
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 1757, 1378 Charleston Drive, Sanford, NC 27330
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 775-7775
N/A
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On February 16, 1996, Kuhlman Corporation, a Delaware corporation ("Kuhlman"),
through its wholly-owned subsidiary Kuhlman Acquisition Corp., a North Carolina
corporation (the "Company"), completed its tender offer for any and all
outstanding shares of common stock of Communication Cable, Inc., a North
Carolina corporation ("CCI"), not previously owned by the Company or Kuhlman.
Pursuant to the Company's Offer to Purchase dated November 29, 1995, as
supplemented (the "Offer to Purchase"), and the related Letter of Transmittal,
the Company offered to purchase any and all outstanding shares of CCI common
stock, par value $1.00 per share (the "Shares"), at $14.00 per Share, net to the
seller in cash, subject to the terms and conditions set forth in the Offer to
Purchase and the related Letter of Transmittal (the "Offer"). Pursuant to the
Offer, shareholders of CCI tendered 2,291,800 Shares prior to the expiration of
the Offer at 5:00 p.m., New York City time, on February 15, 1996. All Shares
tendered were accepted for payment on February 16, 1996, and the Company,
through its depositary, began payment for all tendered Shares beginning on the
next banking day.
At the Special Meeting of Shareholders of CCI duly called and held on February
16, 1996, the shareholders of CCI voted to grant voting rights to any and all of
CCI's Shares acquired at any time by or for the Company, directly or indirectly,
in a "control share acquisition" within the meaning of The North Carolina
Control Share Acquisition Act, including any and all Shares acquired by the
Company pursuant to the Offer.
Following the acceptance of the tendered Shares, the Company increased its
equity position in CCI to 2,607,503 Shares, representing 82.2% of all Shares
outstanding at February 15, 1996, 82.0% assuming the exercise of all outstanding
options.
Pursuant to the Offer, the Company purchased the tendered Shares for an
aggregate purchase price of approximately $32,085,000 in cash (the "Purchase
Price"). The Purchase Price for the tendered Shares was funded by capital
contributions from Kuhlman to the Company, which represent funds obtained by
Kuhlman pursuant to bank borrowings. Kuhlman amended and increased the aggregate
funds available under its existing bank credit agreement (the "Credit
Agreement") to provide up to an additional $40 million substantially to finance
the acquisition of CCI. Kuhlman's repayment obligations under the Credit
Agreement are supported by its cash flow and assets pledged pursuant to the
Credit Agreement, as amended, including all Shares presently owned or hereafter
acquired.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not Applicable.
(B) PRO FORMA FINANCIAL INFORMATION
Not Applicable.
(C) EXHIBITS
(2)(a) Offer to Purchase dated November 29, 1995 by Kuhlman
Acquisition Corp. (incorporated by reference to Exhibit (a)(1)
to Schedule 14D-1 of Kuhlman Acquisition Corp. and
Kuhlman Corporation regarding Communication Cable, Inc.
dated November 29, 1995).
(2)(b) Supplement dated February 1, 1996 to Offer to Purchase dated
November 29, 1995 by Kuhlman Acquisition Corp. (incorporated
by reference to Exhibit (a)(15) to Amendment
No. 4 to Schedule 14D-1 of Kuhlman Acquisition Corp. and
Kuhlman Corporation regarding Communication Cable, Inc. dated
February 1, 1996).
(2)(c) Letter of Transmittal to Tender Shares of Common Stock of
Communication Cable, Inc.(incorporated by reference to Exhibit
(a)(2) to Schedule 14D-1 of Kuhlman Acquisition Corp. and
Kuhlman Corporation regarding Communication Cable, Inc. dated
November 29, 1995).
(99)(a) Fifth Amendment to Credit Agreement dated as of
February 5, 1996 (incorporated by reference to Exhibit (b)(10)
to Amendment No. 5 to Schedule 14D-1 of Kuhlman
Acquisition Corp. and Kuhlman Corporation regarding
Communication Cable, Inc. dated February 12, 1996).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
COMMUNICATION CABLE, INC.
By: /s/ James R. Fore
James R. Fore
President
Dated: March 4, 1996
4
<PAGE>
