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):
July 3, 1996
BCP/ESSEX HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Delaware 1-10211 13-3496934
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
No.)
</TABLE>
1601 Wall Street, Fort Wayne, IN 46802
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(Address of principal executive offices) (zip code)
(219) 461-4000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)<PAGE>
Item 5. Other Events
BCP/Essex Holdings Inc. (the "Registrant") has called for
redemption of all its outstanding Series B Cumulative Redeemable
Exchangeable Preferred Stock, par value $0.01, effective at the close of
business on July 15, 1996, at a redemption price of $26.875 per share,
plus accrued and unpaid dividends through the redemption date of $0.166
per share, for a total redemption price of $27.041 per share.
Copies of the Registrant's press release, the Notice of
Redemption, Guidelines for Certification of Taxpayer Identification Number
and the Letter of Transmittal are attached as Exhibits hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
Exhibit 20.1 Press release dated July 3, 1996.
Exhibit 20.2 Notice of Redemption of Series B Cumulative
Redeemable Exchangeable Preferred Stock.
Exhibit 20.3 Letter of Transmittal for Use by Holders
of Series B Cumulative Redeemable
Exchangeable Preferred Stock.
Exhibit 20.4* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9.
* Previously filed. (Commission File No. 33-93232).
2<PAGE>
SIGNATURE
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, thereunto duly authorized, in the City of Fort
Wayne, State of Indiana, on July 11, 1996.
BCP/ESSEX HOLDINGS INC.
/s/ James D. Rice
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Vice President
Chief Accounting Officer
(Principal Accounting Officer)
3<PAGE>
Exhibit Index
Exhibit Number Description of Exhibit Sequential Page
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No. 20.1 Press release dated July 3, 1996 5
No. 20.2 Notice of Redemption of Series B 6-7
Cumulative Redeemable Exchangeable
Preferred Stock
No. 20.3 Letter of Transmittal for Use by 8-11
Holders of Series B Cumulative
Redeemable Exchangeable Preferred
Stock
4<PAGE>
Exhibit 20-1
PRESS RELEASE
BCP/Essex Holdings Inc. announced today that it has called
for redemption all of its outstanding Series B Cumulative Redeemable
Exchangeable Preferred Stock. The stock will be redeemed at the close of
business on July 15, 1996, at a redemption price of $26.875 per share,
plus accrued and unpaid dividends through the redemption date of $0.166
per share, for a total redemption price of $27.041 per share.
The aggregate amount due upon redemption of the outstanding
Series B Preferred Stock will be financed by BCP/Essex Holdings Inc.
through a private offering of its common stock to certain of its current
common stockholders and their affiliates. This offering will not be and
has not been registered under the Securities Act of 1933, and such common
stock may not be offered or sold in the United States absent such
registration or an applicable exemption from registration.
BCP/Essex Holdings Inc. is a holding company for Essex
Group, Inc., one of the world's largest producers of electrical wire and
cable products. Essex Group is included in the Fortune 1000 list of
industrial and service companies and the Forbes 500 list of privately held
companies. The Company's business operations are supported by 24
manufacturing facilities in 12 states producing a broad product line that
includes magnet wire, building wire, automotive wire, appliance wire,
industrial wire, electronic wire, specialty wiring assemblies,
communication wire and electrical insulation materials.
5<PAGE>
BCP/Essex Holdings Inc.
1601 Wall Street
Fort Wayne, IN 46802
July 3, 1996
Exhibit 20-2
BCP/ESSEX HOLDINGS INC.
Notice of Redemption
of
Series B Cumulative Redeemable Exchangeable Preferred Stock
To Holders of Series B
Cumulative Redeemable Exchangeable Preferred Stock:
NOTICE IS HEREBY GIVEN THAT, pursuant to the Certificate of
Designations of the Series B Cumulative Redeemable Exchangeable Preferred
Stock, par value $0.01 per share (the "Series B Preferred Stock"), of
BCP/Essex Holdings Inc. (the "Company"), the Company has called for
redemption and will redeem on July 15, 1996 (the "Redemption Date") all
shares of the Series B Preferred Stock outstanding on that date at a
redemption price of $26.875 per share, plus accrued and unpaid dividends
from June 30, 1996 through and including the Redemption Date of $0.166
per share, for a total redemption price of $27.041 per share (the
"Redemption Price"). Carefully read this Notice of Redemption, together
with the enclosed Letter of Transmittal and the Instructions contained
therein, before filling out the Letter of Transmittal.
The certificate or certificates for shares of Series B
Preferred Stock must be surrendered to ChaseMellon Shareholder Services,
LLC (the "Paying Agent"), who will act as paying agent, for payment of the
Redemption Price as follows:
If by Mail: If by Overnight Delivery
or by Hand:
ChaseMellon Shareholder
Services, LLC ChaseMellon Shareholder
P.O. Box 817 Services, LLC
Midtown Station 120 Broadway, 13th Floor
New York, New York 10018 New York, New York 10271
Attention: Reorganization Attention: Reorganization
Department Department
Upon surrender (in accordance with this notice and the Letter of
Transmittal) of the certificate or certificates for shares of Series B
Preferred Stock, such shares shall be redeemed by the Company by payment
of the Redemption Price by the Paying Agent. In order to avoid "backup
withholding" of Federal income tax on any cash received upon the surrender
of certificate(s), a holder thereof must, unless an exemption applies,
provide the Paying Agent with his or her correct taxpayer identification
number ("TIN") on Substitute Form W-9 on the Letter of Transmittal and
6<PAGE>
certify, under penalties of perjury, that such number is correct and that
such holder is not otherwise subject to backup withholding. If the
correct TIN and certifications are not provided, a $50 penalty may be
imposed by the Internal Revenue Service and payments made for the
surrender of certificate(s) may be subject to backup withholding of 31%.
Please see Instruction 7 in the Letter of Transmittal.
7<PAGE>
Dividends on shares of Series B Preferred Stock shall cease to
accrue, such shares shall no longer be deemed to be outstanding and all
rights of the holders thereof as stockholders of the Company (except the
right to receive from the Company the Redemption Price without interest)
shall cease from and after the close of business on the Redemption Date
(unless the Company shall default in the payment of the Redemption Price,
in which case such rights shall not terminate on the Redemption Date).
If any certificates for Series B Preferred Stock have been
either lost or destroyed, promptly notify the Paying Agent, which will
give instructions as to the steps that must be taken in order to redeem
such shares.
Questions and requests for assistance or for additional copies
of the Letters of Transmittal should be directed to ChaseMellon
Shareholder Services, LLC at the addresses set forth above or by telephone
at (800) 777-3674.
BCP/ESSEX HOLDINGS INC.
8<PAGE>
Exhibit 20-3
LETTER OF TRANSMITTAL
To accompany Certificates of
Series B Cumulative Redeemable Exchangeable Preferred Stock
of
BCP/Essex Holdings Inc.
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<C>
Number of
<S> Shares
Name & Address of Registered Holder(s) <C> Represented
(as they appear on the certificate(s) Certificate by
and the Stock Records) <C> Number(s) <C> Certificate(s)
Total Shares:
</TABLE>
In accordance with the Notice of Redemption dated July 3, 1996, to
holders of Series B Cumulative Redeemable Exchangeable Preferred Stock,
par value $0.01 per share (the "Series B Preferred Stock"), of BCP/ESSEX
HOLDINGS INC., the certificate(s) for shares of Series B Preferred Stock
listed above are herewith surrendered to you for redemption.
SPECIAL DELIVERY AND ISSUANCE INSTRUCTIONS
(Please see Instructions 2, 3 and 4 on the reverse hereof)
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<S> <C> <C>
SPECIAL DELIVERY INSTRUCTIONS SPECIAL ISSUANCE INSTRUCTIONS
8<PAGE>
To be completed ONLY if a check is To be completed ONLY if a check is
to be issued to the registered to be issued and delivered to
holder(s) but delivered to other other than the registered
than the registered holder(s). holder(s). Issue and mail check
Mail check to: to:
Name: Name:
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Please print Please print
Address: Address:
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Taxpayer Identification No.
(Registered holder(s) must
complete Substitute Form W-9
on the reverse hereof)
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Signature of Owner(s) Guaranteed By:
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(Signature of Owner)
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--- (Signature of Owner)
PAYER'S NAME: CHASE MELLON SHAREHOLDER SERVICES, LLC
Name(s) as shown above on certificate(s) for Series B Preferred Stock (if
joint ownership, list first and circle the name of the person or entity
whose number you enter in Part I below).
Address (if stockholder does not complete, signature in Part I below will
constitute a certification that the above address is correct).
City, State, and ZIP code
9<PAGE>
SUBSTITUTE Part I PLEASE PROVIDE Social Security Number
Form W-9 YOUR TIN IN THE BOX AT
Department of the RIGHT AND CERTIFY BY OR
Treasury Internal SIGNING AND DATING BELOW ----------------------
Revenue Service Employer Identification
Payer's Request For PartII-Awaiting TIN ___
Taxpayer Identification For Payees exempt from backup
Number (TIN) withholding, see the enclosed
Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9 and Instruction
8 on the reverse hereof.
Certification. Under penalty of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because (a) I am
exempt from backup withholding, (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Certification Instructions. You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out
item (2). Also see the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
SIGNATURE DATE
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10<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART II OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that, notwithstanding that I have checked
the box in Part II (and have completed this Certificate of Awaiting
Taxpayer Identification Number), thirty-one (31) percent of all reportable
payments made to me will be withheld until I provide a properly-certified
taxpayer identification number to the Paying Agent.
SIGNATURE DATE
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INSTRUCTIONS
(Forming a part of the Terms and Conditions of the Notice of Redemption)
1. DO NOT ENDORSE your certificate(s) or accompany them with any stock
power other than this Letter of Transmittal if your Series B Preferred
Stock certificate(s) are registered in the name(s) of the person(s)
executing the Letter of Transmittal and no special issuance instructions
are provided.
2. If you wish your check to be issued in the name of the registered
holder(s) but delivered to someone other than the registered holder(s),
complete the box marked "Special Delivery Instructions." If you wish your
check to be issued and delivered to someone other than the registered
holder(s), complete the box marked "Special Issuance Instructions." If
both of these boxes are left blank, any check will be issued in the name
of, and delivered to, the registered holder(s).
Note: If you have given special issuance instructions, please read
instruction 3 below.
3. If (a) your Series B Preferred Stock is not registered in the name
of the person(s) executing this Letter of Transmittal or other written
instructions or (b) payment upon redemption is to be made to a person(s)
other than the registered owner(s) of the Series B Preferred Stock, the
Series B Preferred Stock must be accompanied by a stock power or other
appropriate instruments of transfer and payment for, or evidence of
payment of, any applicable transfer taxes, with the signature(s) thereon
or on this Letter of Transmittal guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity in good
standing of the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program. The signature(s) on the Letter of Transmittal must conform
exactly with the name(s) on the instrument of transfer.
4. The signature(s) required on the Letter of Transmittal must be the
signature(s) of the stockholder or stockholders exactly as his name or
11<PAGE>
their names appear on the stock certificate or certificates or, if the
certificate(s) have been assigned, the signature(s) must be the
signature(s) of the assignee(s), exactly as such assignee's name appears
on the instrument of assignment. If any signature is made by a corporation
or a person acting as executor, administrator, guardian, trustee or
attorney-in-fact or in any other fiduciary or representative capacity,
appropriate evidence of the authority of such person to assign, sell or
transfer shares must be forwarded with the surrendered certificate(s).
5. When the Letter of Transmittal has been properly filled in, dated
and signed, return it, together with the certificate(s) of your Series B
Preferred Stock listed on the reverse hereof, (a) by mail to Chase Mellon
Shareholder Services, LLC, P.O. Box 817, Midtown Station, New York,
New York 10018, Attention: Reorganization Department, or (b) by overnight
courier or by hand to Chase Mellon Shareholder Services, LLC,
120 Broadway, 13th Floor, New York, New York 10271, Attention:
Reorganization Department. A return envelope for mailing is enclosed. The
method of delivery of the Letter of Transmittal and the certificate(s) is
at the option and risk of the owner thereof. If sent by mail, registered
mail, properly insured, is recommended.
6. If the space provided under "Certificate Number(s)" or "Number of
Shares Represented by Certificate(s)" is inadequate, the information
should be continued on a separate signed list and attached to the Letter
of Transmittal.
7. In order to avoid "backup withholding" of Federal income tax on any
cash received upon the surrender of certificate(s), a holder thereof must,
unless an exemption applies, provide the Paying Agent with his correct
taxpayer identification number ("TIN") on Substitute Form W-9 on this
Letter of Transmittal and certify, under penalties of perjury, that such
number is correct and that such holder is not otherwise subject to backup
withholding. If the correct TIN and certifications are not provided, a $50
penalty may be imposed by the Internal Revenue Service and payments made
for the surrender of certificate(s) may be subject to backup withholding
of 31%.
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of such tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained from the
Internal Revenue Service.
The TIN that must be provided on the Substitute Form W-9 is that of the
registered holder(s) of certificate(s) representing Series B Preferred
Stock. The TIN for an individual is his social security number. The box in
Part II of the Substitute Form W-9 may be checked if the person
surrendering the certificate(s) has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If the box in
Part II has been checked, the person surrendering the certificate(s) must
also complete the Certificate of Awaiting Taxpayer Identification Number
above in order to avoid backup withholding. Notwithstanding that the box
in Part II is checked (and the Certificate of Awaiting Taxpayer
Identification Number is completed), the Paying Agent will withhold 31% on
all cash payments with respect to surrendered certificate(s) made prior to
the time it is provided with a properly-certified TIN.
12<PAGE>
Exempt persons (including, among others, corporations) are not subject
to backup withholding. A foreign individual may qualify as an exempt
person by submitting a statement, signed under penalties of perjury,
certifying such person's foreign status. Such statements can be obtained
from the Paying Agent. A registered holder should consult with his tax
advisor as to his qualification for an exemption from backup withholding
and the procedure for obtaining such exemption.
For additional guidance, see the enclosed Guidelines for Certification
of Taxpayer Identification Number of Substitute Form W-9.
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All questions with respect to this Letter of Transmittal shall be
determined by BCP/Essex Holdings Inc., which determinations shall be
conclusive and binding. Questions should be directed to the Paying Agent
at the address set forth above or by telephone at (800) 777-3674.
Additional copies of this Letter of Transmittal may be obtained from
the Paying Agent.
13<PAGE>
