ESSEX INTERNATIONAL INC /
424B4, 1997-04-18
DRAWING & INSULATING OF NONFERROUS WIRE
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<PAGE>
                                                Filed Pursuant to Rule 424(b)(4)
                                                      Registration No. 333-22043
 
                                5,750,000 SHARES
 
                                     [LOGO]
 
                                  COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)
                               ------------------
 
    Of the 5,750,000 shares of Common Stock of Essex International Inc. offered,
4,600,000 shares are being offered hereby in the United States and 1,150,000
shares are being offered in a concurrent international offering outside the
United States. The initial public offering price and the aggregate underwriting
discount per share will be identical for both offerings. See "Underwriting".
    Of the 5,750,000 shares of Common Stock offered, 3,000,000 shares are being
sold by the Company and 2,750,000 shares are being sold by the Selling
Stockholders. See "Principal and Selling Stockholders". The Company will not
receive any of the proceeds from the sale of the shares being sold by the
Selling Stockholders.
    Prior to this offering, there has been no public market for the Common Stock
of the Company. For factors that were considered in determining the initial
public offering price, see "Underwriting".
    SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
    The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "SXC", subject to official notice of issuance.
                              --------------------
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                                  PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                              --------------------
 
<TABLE>
<CAPTION>
                                INITIAL PUBLIC     UNDERWRITING      PROCEEDS TO     PROCEEDS TO SELLING
                                OFFERING PRICE     DISCOUNT(1)        COMPANY(2)         STOCKHOLDERS
                               ----------------  ----------------  ----------------  --------------------
<S>                            <C>               <C>               <C>               <C>
Per Share....................       $17.00            $1.02             $15.98              $15.98
Total(3).....................    $97,750,000        $5,865,000       $47,940,000         $43,945,000
</TABLE>
 
- --------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933. See "Underwriting".
(2) Before deducting estimated expenses of $1,500,000 payable by the Company.
(3) The Selling Stockholders have granted the U.S. Underwriters an option for 30
    days to purchase up to an additional 690,000 shares, at the initial public
    offering price per share, less the underwriting discount, solely to cover
    over-allotments. Additionally, the Selling Stockholders have granted the
    International Underwriters a similar option with respect to an additional
    172,500 shares as part of a concurrent International Offering. If such
    options are exercised in full, the total initial public offering price,
    underwriting discount and proceeds to the Selling Stockholders will be
    $112,412,500, $6,744,750, and $57,727,750, respectively. See "Underwriting".
                              --------------------
 
    The shares offered hereby are offered severally by the U.S. Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that certificates
for the shares will be ready for delivery in New York, New York, on or about
April 23, 1997, against payment therefor in immediately available funds.
 
GOLDMAN, SACHS & CO.                                           SMITH BARNEY INC.
 
DONALDSON, LUFKIN & JENRETTE                                     LEHMAN BROTHERS
      SECURITIES CORPORATION
                               ------------------
 
                 The date of this Prospectus is April 17, 1997.
<PAGE>
[Collage of pictures showing products manufactured by the Company and a
manufacturing facility, a map of the United States showing the locations of the
Company's domestic manufacturing plants and service centers, a stylized version
of "Essex" and the following text "Essex is a leading North American producer of
electric wire and cable products, and is included in the Fortune 1,000 list of
industrial and service companies. Essex is supported by an extensive
distribution system, as well as 28 manufacturing facilities in 16 states, which
produce a broad product line that includes magnet wire, building wire,
automotive wire, industrial wire, specialty wiring assemblies, communications
wire and electrical insulation materials".]
 
    The Company intends to furnish to its stockholders annual reports containing
audited financial statements for each fiscal year of the Company.
                            ------------------------
    CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE
COMMON STOCK, AND IMPOSITION OF PENALTY BIDS, DURING AND AFTER THE OFFERING. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
 
                                       2
<PAGE>
                               PROSPECTUS SUMMARY
 
    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS
INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE
INFORMATION IN THIS PROSPECTUS (I) ASSUMES THAT THE OVER-ALLOTMENT OPTIONS
GRANTED TO THE U.S. UNDERWRITERS AND THE INTERNATIONAL UNDERWRITERS WILL NOT BE
EXERCISED, (II) GIVES EFFECT TO A ONE-FOR-TWO REVERSE STOCK SPLIT (THE "STOCK
SPLIT") AND A RECLASSIFICATION OF THE COMPANY'S TWO EXISTING CLASSES OF COMMON
STOCK INTO A SINGLE CLASS OF COMMON STOCK (THE "RECLASSIFICATION"), EACH TO BE
EFFECTED PRIOR TO, OR SIMULTANEOUSLY WITH, THE CONSUMMATION OF THE OFFERINGS,
(III) TREATS THE SHARES OF COMMON STOCK UNDERLYING THE WARRANTS (AS DEFINED
HEREIN) IN THE MANNER DESCRIBED UNDER THE CAPTION "CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS--THE REDEMPTION" AND (IV) ASSUMES NO EXERCISE OF
OPTIONS AFTER APRIL 14, 1997. UNLESS THE CONTEXT OTHERWISE INDICATES, THE TERM
"COMPANY" REFERS TO ESSEX INTERNATIONAL INC. ("ESSEX INTERNATIONAL") (FORMERLY
KNOWN AS BCP/ESSEX HOLDINGS INC.), AND ITS CONSOLIDATED SUBSIDIARIES, INCLUDING
ITS WHOLLY OWNED SUBSIDIARY, ESSEX GROUP, INC. ("ESSEX"), AND THEIR RESPECTIVE
PREDECESSORS.
 
                                  THE COMPANY
 
    The Company is a leading North American developer, manufacturer and
distributor of copper electrical wire and cable products. Founded in 1930, the
Company serves over 11,000 worldwide customers in a wide range of industrial
markets from its 28 manufacturing facilities and 48 service centers located
throughout the United States and Canada. Since 1993, the Company has
significantly strengthened its market positions through expanded sales efforts
and acquisitions, and has improved its manufacturing capacity and production
efficiencies through capital expenditure and productivity improvement programs.
As a result of these efforts, from 1993 to 1996, the Company's net sales volumes
grew at a compound annual growth rate ("CAGR") of approximately 8%, generating
$1.3 billion net sales in 1996, while its earnings before interest, taxes,
depreciation and amortization ("EBITDA") grew at a CAGR of 22%, from $77 million
in 1993 to $140 million in 1996, and its net income grew from a loss of $14.2
million in 1993 to a profit of $36.3 million in 1996. (With respect to EBITDA,
see footnote (g) in "Selected Consolidated Financial and Operating Data").
 
    The Company organizes its operating activities into the following principal
areas:
 
    MAGNET WIRE PRODUCTS  (29% of 1996 net sales)--The Company's magnet wire
products are used in a wide variety of motors, coils, relays, generators,
solenoids and transformers by the electrical equipment and electronics
industries. Annual industry data since 1991 has shown that the Company's magnet
wire products have had the highest quality in the industry (as measured by
customer returns). As a result of significantly increasing its sales volumes of
magnet wire products in recent years while focusing on higher value-added
products and controlling costs, the gross margins of the Company's magnet wire
business have increased substantially.
 
    BUILDING WIRE AND CABLE PRODUCTS  (37% of 1996 net sales)--The Company
produces a wide range of copper building wire products for the commercial,
industrial and residential markets. These products are marketed primarily to
electrical distributors throughout the United States and Canada for ultimate use
by electrical contractors and "do-it-yourself" consumers. Approximately
two-thirds of the Company's net sales of these products is attributable to
remodeling and repair activity and the balance to new nonresidential and
residential construction.
 
    COMMUNICATIONS WIRE AND CABLE PRODUCTS  (13% of 1996 net sales)--The
Company's communications wire products consist of outside plant ("OSP") voice
communication copper wire and cable products for the "local loop" segment of the
telecommunication system and voice and data communication copper wire and cable
products for the premise segment of the telecommunication system. Copper-
 
                                       3
<PAGE>
based wire is the most widely used medium for voice and data transmission in the
local loop and in homes and offices, due in part to its significant installed
base, lower installation cost and ease of repair.
 
    OTHER PRODUCTS AND ACTIVITIES (21% of 1996 net sales)--The Company
manufactures and markets a wide range of automotive and industrial electrical
wire products and maintains a distribution business for the sale and
distribution of its magnet wire and related third-party-manufactured products.
The Company produces automotive wire and cable products (7% of 1996 net sales)
for sale to suppliers of automotive original equipment. Such products include
primary wire for use in engine harnesses, ignition wire and battery cable.
Industrial wire and cable products (5% of 1996 net sales) consist of appliance
wire, motor lead wire, submersible pump cable, power cable, flexible cord, power
supply cords, welding cable and recreational vehicle wire. The Company's
distribution business provides a sales channel to both small manufacturers of
original equipment motors and motor repair markets for some of the Company's
magnet wire products, as well as third-party-manufactured products that
complement the Company's magnet wire products. During 1996, third-party products
constituted 9% of net sales, while 20% of the Company's magnet wire products
were sold through this sales channel.
 
STRATEGY
 
    The Company has established a strategy that is designed to capitalize on its
competitive strengths and position it to pursue opportunities for future growth.
The tenets of this strategy are:
 
    - CAPITALIZE ON SIZE AND SCOPE OF OPERATIONS--The Company believes that it
is one of the largest electrical wire and cable producers in the United States
based on net sales. The Company believes that the size and scope of its
operations provide it with efficiencies in manufacturing, purchasing and
distribution and with the resources necessary to meet the increasing
technological demands of the market. The Company intends to enhance these
competitive advantages by continuing to expand its operations through internal
growth and acquisitions. The electrical copper wire and cable industry in North
America has undergone significant consolidation in the past ten years as a
result of increased demand for product quality and lower cost products that in
turn has necessitated substantial capital spending and development of
sophisticated technical capabilities by market participants.
 
    - ENHANCE STRONG MARKET POSITIONS--The Company is focusing on improving its
leading or significant market positions in North America for its major product
categories and capitalizing on the advantages of its size. The Company believes
that it is one of two leading producers in each of the magnet wire and building
wire markets based on net sales. Recent acquisitions in magnet wire
distribution, building wire and industrial wire have enhanced the Company's
market positions in these businesses. The Company intends to maintain and
enhance its market positions through internal growth and continued participation
in future industry consolidation.
 
    - MAINTAIN LEADERSHIP IN QUALITY AND PRODUCTIVITY--The Company employs
advanced technologies in manufacturing processes and product development and
intends to continue investing in manufacturing equipment and facilities and to
expand its continuous improvement programs in order to maintain its leadership
in quality and productivity. The Company believes that its wire and cable
products, which have earned numerous customer quality awards, are among the
highest in quality in the industry. Since 1992, the Company has invested
approximately $140 million in capital programs and has expanded its continuous
improvement programs in order to improve the quality of its products and
increase the cost efficiency and capacity of its production facilities. The
Company also has lowered cost levels by pursuing a high level of vertical
integration through internal production of its principal raw materials. In 1996,
the Company produced over 85% of its copper rod, magnet wire enamel and rubber
insulation materials and 70% of its PVC insulation requirements. As a result,
the Company believes that it is among the lowest cost domestic producers in each
of its business lines. A key productivity measure, annual copper equivalent
pounds shipped per employee, has increased by 21% from 1991 to 1996.
 
                                       4
<PAGE>
    - CAPITALIZE ON INDUSTRY GROWTH OPPORTUNITIES--The Company believes that, as
consumers continue to adapt to technological advances in both the home and the
workplace, the technical specifications of the "smart" home and office will
generate increased demand for certain electrical wire and cable products. The
Company believes that it is well positioned to capitalize on this growth due to
its significant market positions, strong name recognition and size. Growth in
the magnet wire business is expected to be driven by increasing demand for
devices containing electric motors in the home and in automobiles, along with
continuing consumer and government pressure for higher energy efficiency from
these devices (energy efficient motors utilize materially more magnet wire per
unit than do their traditional counterparts). Growth in the building wire
business is expected to come primarily from increasing repair and remodeling
activity, as well as from new commercial, industrial and residential
construction. Both new construction and remodeling activity is being affected by
the increased number of circuits and amperage handling capacity needed to
support the increasing demand for electrical services. The Company believes that
its communications wire and cable business will benefit from the increasing
number of outside telephone lines into and inside homes and offices and the
increasing quality demands placed on these lines to facilitate escalating data
transmission from the growing number of computers, facsimile machines and
Internet devices. In the automotive business, the Company believes that the
increasing production of cars and trucks with motorized or electrical options
will translate into increased demand for higher quality, thinner-gauge wire
products to take advantage of their lighter weights and greater efficiency.
 
    - PURSUE ACQUISITION OPPORTUNITIES--Consistent with its historical emphasis
on vertical integration, breadth of product line and technological innovation,
the Company continuously evaluates opportunities to benefit further from its
manufacturing, purchasing and distribution capabilities, expand its customer
base, reduce costs and enter new markets through acquisitions, investments,
joint ventures and other strategic alliances. Since a major recapitalization in
1995 (the "1995 Refinancing"), which provided the Company with substantial
financial and operating flexibility, the Company has acquired three major
businesses: the distribution business of Avnet Inc. in October 1995
("Brownell"); the Canadian building wire business of BICC Phillips, Inc. in
March 1996 ("BICC Canada"); and the building and industrial wire businesses of
Triangle Wire & Cable, Inc. ("Triangle") in October 1996. The Company believes
that each of these businesses provides operating synergy that complements the
Company's existing manufacturing, distribution and administrative capabilities,
and each has met or exceeded financial and operating expectations since its
respective acquisition date. In addition, in May 1995, the Company entered into
a joint venture in India with Finolex Cable LTD for the development and
production of copper rod and other wire products for the domestic Indian market
and recently established a joint venture with Raychem Corp. for the production
and sale of high performance wire products for the automotive industry. The
Company is currently evaluating several acquisition opportunities consistent
with its business strategy, although it has not reached agreement with any third
parties at this time.
 
    - EXPAND INTERNATIONAL BUSINESS--Historically, the Company's production and
distribution emphasis has focused on North America, primarily the U.S. market.
Management anticipates that while the Company will remain focused on the U.S.
market, it expects to increase its efforts in expanding its customer base in
Canada and Mexico, where the Company believes demand for electrical wire and
cable products will grow significantly over the next few years. Management also
expects to establish a preliminary presence in certain developing economies,
particularly in locations that have been targeted by the Company's customers for
their own expansion.
 
MANAGEMENT AND COMPANY HISTORY
 
    The Company's senior management team, including its business unit managers,
possesses a high level of experience in the wire and cable industry. The eight
most senior officers average 21 years of related industry experience, with an
average of over 17 years with the Company. The equity interest of management and
present and former employees in the Company (15.7% on a fully diluted basis
(14.0%
 
                                       5
<PAGE>
after giving effect to the Offerings)) helps ensure that the interests of
management are aligned with those of the Company's other stockholders.
 
    The Company was acquired (the "Acquisition") in a merger in October 1992 by
the existing stockholders. The existing stockholders of the Company and their
equity interests on a fully diluted basis are Bessemer Holdings, L.P. ("BHLP")
and certain affiliated investment partnerships (BHLP and such affiliated
investment partnerships are collectively referred to herein as the "BH Group")
(58.9%), certain present and former employees (15.7%), certain affiliated
investment limited partnerships of The Goldman Sachs Group, L.P. (collectively,
the "GS Partnerships") (12.4%), affiliates of Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJSC" and together with its affiliates, "DLJ") (9.2%)
and Chase Equity Associates ("CEA") (3.7%). After giving effect to the
Offerings, BH Group, present and former employees, the GS Partnerships, DLJ and
CEA will beneficially own equity interests of 54.8%, 14.0%, 7.9%, 3.1% and 2.3%,
respectively, on a fully diluted basis. In connection with the Acquisition, the
GS Partnerships and DLJ were granted warrants (the "Warrants") to purchase up to
1,120,551.5 and 1,712,817.5 shares of Common Stock, respectively, at an exercise
price of $5.71514 per share. The GS Partnerships will sell all their Warrants to
the Underwriters, and DLJ will sell 1,082,955 of its Warrants to the
Underwriters, in each case, at a purchase price of $10.61 per Warrant. The
Company will then redeem these Warrants for an aggregate of 1,462,721 shares of
Common Stock. Of the remaining 629,863 Warrants, 257,175 will be sold by DLJ to
the Underwriters if the Underwriters' over-allotment options are exercised in
full. See "Certain Relationships and Related Party Transactions--The
Redemption".
 
    The Company's principal executive offices are located at 1601 Wall Street,
Fort Wayne, Indiana 46802, telephone (219) 461-4000.
 
                                       6
<PAGE>
                               THE OFFERINGS (a)
 
<TABLE>
<S>                                            <C>
Shares of Common Stock offered by the
  Company....................................  3,000,000 shares
  U.S. Offering..............................  2,400,000 shares
  International Offering.....................  600,000 shares
Shares of Common Stock offered by the Selling
  Stockholders(b)............................  2,750,000 shares
  U.S. Offering..............................  2,200,000 shares
  International Offering.....................  550,000 shares
Total Common Stock to be outstanding after
  the Offerings(c)...........................  28,870,069 shares
Use of Proceeds..............................  The proceeds of the Offerings payable to the
                                               Company will be used to repay approximately
                                               $46.4 million principal amount of outstanding
                                               indebtedness under the Essex Term Loan and
                                               Essex Revolving Credit Agreement (each as
                                               defined herein). The Company will not receive
                                               any proceeds from the sale of Common Stock by
                                               the Selling Stockholders. See "Use of
                                               Proceeds".
Proposed NYSE Stock Symbol...................  "SXC"
</TABLE>
 
- ------------------------
 
(a) The offering of 4,600,000 shares of Common Stock initially being offered in
    the United States (the "U.S. Offering") and the concurrent offering of
    1,150,000 shares of Common Stock initially being offered outside the United
    States (the "International Offering") are collectively referred to as the
    "Offerings". The underwriters for the U.S. Offering (the "U.S.
    Underwriters") and the underwriters for the International Offering (the
    "International Underwriters") are collectively referred to as the
    "Underwriters".
 
(b) Includes 1,462,721 shares of Common Stock to be received upon the redemption
    of 2,203,507 Warrants. See "Certain Relationships and Related Party
    Transactions--The Redemption." If the Underwriters' over-allotment options
    are exercised in full, certain of the Selling Stockholders will offer and
    sell, including shares to be received upon redemption of 257,175 Warrants,
    an additional 862,500 shares of Common Stock.
 
(c) Does not include 2,534,400 shares of Common Stock issuable pursuant to
    options outstanding prior to the Offerings and up to 629,863 Warrants that
    will be outstanding if the Underwriters' over-allotment options are not
    exercised in full. See "Management--Aggregated Option/SAR Exercises in Last
    Fiscal Year and Year-End Option/SAR Values" and "Certain Relationships and
    Related Party Transactions -- The Redemption".
 
                                  RISK FACTORS
 
    Prospective purchasers of the Common Stock should carefully consider the
factors set forth under "Risk Factors" immediately following this Prospectus
Summary as well as the other information set forth in this Prospectus.
 
                                       7
<PAGE>
                      SUMMARY FINANCIAL AND OPERATING DATA
       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA AND COPPER PRICES)
 
    The following table sets forth (i) summary combined historical consolidated
financial data of the Company for the twelve months ended December 31, 1992
(which includes historical consolidated financial data of the Company prior to
the Acquisition ("Predecessor") for the nine-month period ended September 30,
1992, and historical consolidated financial data of the Company after the
Acquisition for the three-month period ended December 31, 1992), (ii) selected
historical consolidated financial data of the Company for the years ended
December 31, 1993, 1994, 1995 and 1996 and as of December 31, 1996 and (iii) as
adjusted and supplementary pro forma financial data as of and for the year ended
December 31, 1996, assuming the use of the net proceeds of Offerings as
described under "Use of Proceeds". Combined summary financial data presented
below for the 12-month period ended December 31, 1992 were derived from audited
consolidated financial statements of the Company and Predecessor not included in
this Prospectus. The summary consolidated financial data presented below for the
year ended December 31, 1993, were derived from audited consolidated financial
statements not included in this Prospectus. The summary consolidated financial
data presented below for the years ended December 31, 1994, 1995 and 1996, and
as of December 31, 1996, were derived from the Consolidated Financial Statements
of the Company included elsewhere in this Prospectus. This data should be read
in conjunction with "Use of Proceeds", "Capitalization", "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements included elsewhere herein.
 
<TABLE>
<CAPTION>
                                           COMBINED(a)
                                         ---------------
                                          TWELVE MONTHS
                                              ENDED                      YEAR ENDED DECEMBER 31,
                                          DECEMBER 31,    ------------------------------------------------------
                                              1992            1993          1994          1995          1996
                                         ---------------  ------------  ------------  ------------  ------------
<S>                                      <C>              <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
Net sales..............................    $   909,351    $    868,846  $  1,010,075  $  1,201,650  $  1,332,049
Cost of goods sold.....................        780,148         745,875       846,611     1,030,511     1,102,460
Selling and administrative expense.....         80,590          75,748        85,209        93,401       121,054
Other (income) expense, net (b)........           (305)           (196)        1,114         1,032         2,045
Unusual items (c)......................         18,139              --            --            --            --
                                         ---------------  ------------  ------------  ------------  ------------
Income from operations.................         30,779          47,419        77,141        76,706       106,490
Interest expense.......................         50,645          56,723        60,155        49,055        39,994
                                         ---------------  ------------  ------------  ------------  ------------
Income (loss) before income taxes and
  extraordinary charge.................        (19,866)         (9,304)       16,986        27,651        66,496
Provision (benefit) for income taxes...         (4,022)          1,552         9,500        14,380        28,988
                                         ---------------  ------------  ------------  ------------  ------------
Income (loss) before extraordinary
  charge...............................        (15,844)        (10,856)        7,486        13,271        37,508
Extraordinary charge net of income tax
  benefit (d)..........................            122           3,367            --         2,971         1,183
                                         ---------------  ------------  ------------  ------------  ------------
Net income (loss)......................    $   (15,966)        (14,223)        7,486        10,300        36,325
                                         ---------------
                                         ---------------
Preferred stock redemption premium.....                        --            --            --             (4,185)
Preferred stock dividend requirement...                         (5,186)       (6,008)       (6,962)       (4,248)
Accretion of preferred stock...........                           (671)         (687)         (703)       (2,024)
Increase in fair value of common stock
  subject to put.......................                        --            --            --             (3,547)
                                                          ------------  ------------  ------------  ------------
Net income (loss) applicable to common
  stock................................                   $    (20,080) $        791  $      2,635  $     22,321
                                                          ------------  ------------  ------------  ------------
                                                          ------------  ------------  ------------  ------------
Pro forma income (loss) per share (e):
  Pro forma income (loss) before
    extraordinary charge...............                                                             $       1.34
  Extraordinary charge net of income
    tax benefit........................                                                                     (.04)
                                                                                                    ------------
                                                                                                    ------------
  Pro forma net income (loss)..........                                                             $       1.30
                                                                                                    ------------
                                                                                                    ------------
Shares used in computing pro forma net
  income (loss) per share..............                                                               28,082,432
                                                                                                    ------------
                                                                                                    ------------
Supplementary pro forma income before
  extraordinary charge (f).............                                                             $     40,425
                                                                                                    ------------
                                                                                                    ------------
Supplementary pro forma income per
  share before extraordinary charge
  (e)..................................                                                             $       1.30
                                                                                                    ------------
                                                                                                    ------------
Shares used in computing supplementary
  pro forma income before extraordinary
  charge (f)...........................                                                               31,082,432
                                                                                                    ------------
                                                                                                    ------------
</TABLE>
 
                                       8
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31, 1996
                                                                                          -----------------------
<S>                                                                                       <C>        <C>
                                                                                           ACTUAL    AS ADJUSTED
                                                                                          ---------  ------------
BALANCE SHEET DATA:
Working capital.........................................................................  $ 231,707   $  240,928
Total assets............................................................................    842,755      842,142
Long-term debt (including current portion)..............................................    432,916      386,476
Stockholders' equity....................................................................    146,090      204,788
</TABLE>
 
<TABLE>
<CAPTION>
                                                      COMBINED(a)
                                                    ---------------
                                                     TWELVE MONTHS
                                                         ENDED                YEAR ENDED DECEMBER 31,
                                                     DECEMBER 31,    ------------------------------------------
                                                         1992          1993       1994       1995       1996
                                                    ---------------  ---------  ---------  ---------  ---------
<S>                                                 <C>              <C>        <C>        <C>        <C>
OTHER DATA:
EBITDA (g)........................................    $    74,388    $  77,028  $ 108,314  $ 110,502  $ 140,224
Capital expenditures..............................    $    31,180    $  26,167  $  30,109  $  28,555  $  25,569
Copper equivalent pounds shipped (h)..............        492,350      517,607    553,220    551,447    643,800
Average COMEX copper price per pound..............    $      1.03    $    0.85  $    1.07  $    1.35  $    1.06
Net cash provided by operating activities.........         31,326       60,616     41,672     89,754     64,581
Net cash used for investing activities (i)........       (152,010)     (30,785)   (30,118)   (50,466)  (104,716)
Net cash provided by (used for) financing
  activities (j)..................................        132,662      (28,569)    (5,120)   (53,031)    41,369
</TABLE>
 
- ------------------------
 
(a) Represents a combination of the Company's three month period ended December
    31, 1992 and Predecessor's nine month period ended September 30, 1992. Such
    combined results are not necessarily indicative of the results for the full
    year, due to the effects of the Acquisition and related refinancings and the
    concurrent adoption of Statement of Financial Accounting Standards No. 109
    "Accounting for Income Taxes". Financial data of the Company as of October
    1, 1992, and thereafter reflect the Acquisition using the purchase method of
    accounting, and, accordingly, the purchase price was allocated to assets and
    liabilities based upon their estimated fair values. However, to the extent
    that the Company's management had a continuing investment interest in the
    Company's common stock, such fair values (and contributed stockholders'
    equity) were reduced proportionately to reflect the continuing interest
    (approximately 10%) at the prior historical cost basis.
 
(b) Includes interest income of $186, $269, $247, $409 and $210 for 1992, 1993,
    1994, 1995 and 1996, respectively. Also includes write-offs related to fixed
    asset disposals occurring in the normal course of business.
 
(c) In connection with the Acquisition, Predecessor recorded certain
    merger-related expenses of $18,139, consisting primarily of bonus and option
    payments to certain employees and certain merger fees and expenses that were
    charged to Predecessor's operations in the nine months ended September 30,
    1992.
 
(d) During 1992, the Company repurchased outstanding indebtedness of Essex
    resulting in an extraordinary charge of $122, net of applicable income tax
    benefit. During 1993, the Company recognized extraordinary charges of
    $3,055, net of applicable tax benefit, representing the write-off of
    unamortized debt issuance costs associated with the termination of the
    Company's term credit facility under its former credit agreement, and $312,
    net of applicable tax benefit, representing the net loss resulting from the
    redemption of indebtedness of Essex. During 1995 and 1996, the Company
    recognized extraordinary charges of $2,971 and $1,183, respectively, net of
    applicable tax benefit, representing the write-offs of unamortized debt
    issuance cost associated with the termination of the Company's former credit
    agreements.
 
(e) See Note 1 to the Consolidated Financial Statements.
 
(f)  Adjustments to net income before extraordinary charge used in the
    calculation of supplementary pro forma net income before extraordinary
    charge per common share for the year ended December 31, 1996 are as follows:
    (i) $1,782, net of tax, representing reduced interest expense due to the
    assumed repayment of a portion of the Essex Term Loan from the net proceeds
    of the Offerings; (ii) $716, net of tax, representing reduced interest
    expense on the indebtedness under the Essex Revolving Credit Agreement due
    to lower interest rates under the Restated Credit Agreement and (iii) $419,
    net of tax, representing the elimination of 1996 deferred financing expense
    associated with the Essex Term Loan. The change in shares used to compute
    supplementary pro forma income per share is attributable to the 3,000,000
    shares of Common Stock offered by the Company in the Offerings.
 
(g) EBITDA is defined as earnings before net interest, income taxes,
    depreciation and amortization. In 1992, EBITDA also includes an add-back of
    $18,139 for unusual items. See note (c) above. EBITDA is presented because
    it is a widely accepted financial indicator of a company's ability to incur
    and service debt. However, EBITDA should not be considered in isolation or
    as a substitute for net income or cash flow data prepared in accordance with
    generally accepted accounting principles or as a measure of a company's
    profitability or liquidity. Also, the EBITDA definition used herein may not
    be comparable to similarly titled measures reported by other companies.
 
(h) Copper equivalent pounds include aluminum pounds which have been converted
    to a copper pound basis.
 
(i)  Includes the costs associated with the BICC Canada and Triangle
    acquisitions of approximately $7,631 and $71,764, respectively, in 1996 and
    the acquisition of Brownell in 1995 at a total cost of $24,934.
 
(j)  Includes the redemption of the Company's Senior Discount Debentures due
    2004 in 1995 at a total cost of $272,850.
 
                                       9
<PAGE>
                                  RISK FACTORS
 
    IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN EVALUATING
THE COMPANY BEFORE PURCHASING ANY COMMON STOCK OFFERED HEREBY. THIS PROSPECTUS
INCLUDES "FORWARD-LOOKING STATEMENTS". ALTHOUGH THE COMPANY BELIEVES THAT THE
EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN
GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT.
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS
PROSPECTUS, INCLUDING BELOW UNDER "RISK FACTORS". ALL SUBSEQUENT WRITTEN AND
ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON
ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY
STATEMENTS.
 
SUBSTANTIAL LEVERAGE
 
    The Company has, and after giving effect to the Offerings and the
application of the proceeds therefrom will continue to have, on a consolidated
basis, substantial indebtedness and significant debt service obligations. After
giving pro forma effect to the Offerings and the application of the proceeds
therefrom, the Company's aggregate notes payable to banks plus long-term debt
would have been $417.4 million as of December 31, 1996. The Company's ratio of
debt to total capital would have been approximately 0.67 to 1 at December 31,
1996, after giving pro forma effect to the Offerings and the application of the
proceeds therefrom.
 
    The degree to which the Company is leveraged could have important
consequences to holders of the Common Stock, including the following: (i) the
Company's ability to obtain additional financing for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may be
impaired in the future; (ii) a substantial portion of the Company's cash flow
from operations must be dedicated to the payment of principal and interest on
its indebtedness, thereby reducing the funds available to the Company for other
purposes; (iii) certain of the Company's borrowings are, and will continue to
be, at variable rates of interest, which exposes the Company to the risk of
increased interest rates; (iv) the indebtedness that following the Offerings
will be outstanding under the Restated Credit Agreement (as defined in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity, Capital Resources and Financial Condition") is secured by
substantially all the assets of the Company; (v) the Company may be
substantially more leveraged than certain of its competitors, and this may place
the Company at a competitive disadvantage; and (vi) the Company's substantial
degree of leverage may hinder its ability to adjust rapidly to changing market
conditions and could make it more vulnerable in the event of a downturn in
general economic conditions or a downturn in its business.
 
INTEGRATING ACQUISITIONS AND MANAGING GROWTH
 
    The Company has recently completed several acquisitions of complementary
businesses, and its business strategy involves pursuing opportunities to grow
its business both internally and through selective acquisitions, investments,
joint ventures and strategic alliances. The Company's ability to implement its
growth strategy depends, in part, on its success in making such acquisitions,
investments, joint ventures and strategic alliances on satisfactory terms and
successfully integrating them, including its recent acquisitions of Brownell,
BICC Canada and Triangle, into the Company's operations. Implementation of the
Company's growth strategy may impose significant strains on the Company's
management, operating systems and financial resources. Failure by the Company to
manage its growth, or unexpected difficulties encountered during expansion,
could have a material adverse impact on the Company's results of operations,
cash flows or financial condition.
 
                                       10
<PAGE>
ADVANCING TECHNOLOGY
 
    The Company believes that incorporating technological advancements in its
product development and manufacturing processes is important to remaining
competitive in each of its business units. For example, the demand for more
energy-efficient products, as well as lighter and smaller products, is
necessitating the engineering of more efficient and lighter components,
including wire and cable components included in these products. There can be no
assurance that the Company will successfully introduce new products or product
enhancements that will meet with commercial acceptance, or that its existing
technology will not be superceded by new technological breakthroughs introduced
by competitors. The commercial development of fiber optics has had and is
expected to continue to have an adverse effect on the Company's copper
communications wire business unit, and in particular its OSP products. Future
technological developments could materially adversely affect the Company's
results of operations, cash flows and financial condition.
 
COMPETITION
 
    The manufacture and sale of copper wire and cable products is highly
competitive, and some of the Company's competitors may have greater financial
resources than the Company. The Company competes with at least one major
competitor with respect to each of its business units. No single competitor,
however, competes with the Company across the entire spectrum of the Company's
product lines. Many of the Company's products are made to industry
specifications and therefore may be fungible with competitors' products.
Accordingly, the Company is subject to competition in many markets on the basis
of price, delivery time, customer service and its ability to meet specialty
needs. In addition, the Company has been subject to competition from foreign
manufacturers from time to time and such competition may continue in the future.
Although foreign manufacturers do not presently constitute an important source
of competition, there can be no assurance that this will continue to be the case
in the future.
 
INTERNATIONAL EXPANSION
 
    To date, a substantial majority of the Company's sales have been made in the
North American market, where the Company believes it has substantial expertise
and experience. The Company intends, however, to pursue international
opportunities for growth. International expansion will create new challenges for
the Company's management. If the Company is successful in increasing its
international business, it may encounter new risks that have not traditionally
been encountered, including potential political, social and economic
instability. In addition, risks associated with fluctuations between the U.S.
dollar, which is the reporting currency in the Company's financial statements,
and the local currencies in which the Company may transact business, may be
encountered. There can be no assurance that expansion of the Company's
operations to international markets will not have any adverse consequences for
the Company's results of operations, cash flows or financial condition.
 
COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
 
    The Company is subject to federal, state and local environmental protection
laws and regulations governing its operations and use, handling, disposal and
remediation of hazardous substances currently or formerly used by the Company. A
risk of environmental liability is inherent in the current and former
manufacturing activities of the Company in the event of a release or discharge
of a hazardous substance generated by the Company. Under certain environmental
laws, the Company could be held jointly and severally responsible for the
remediation of any hazardous substance contamination at its facilities and at
third party waste disposal sites and could also be held liable for any
consequences arising out of human exposure to such substances or other
environmental damage. The Company has been named as a potentially responsible
party in proceedings that involve environmental remediation. The Company has
also been named as a defendant in lawsuits alleging exposure to asbestos in the
 
                                       11
<PAGE>
Company's products. See "Business--Legal and Environmental Matters". There can
be no assurance that the costs of complying with environmental, health and
safety laws in its current operations or the liabilities arising from past
releases of, or exposure to, hazardous substances, will not result in future
expenditures by the Company that could materially and adversely affect the
Company's results of operations, cash flows or financial condition.
 
COPPER PRICES
 
    Net sales of the Company are heavily influenced by the price of copper, the
Company's major raw material. The Company's net income has limited exposure to
the price of copper, however, as the Company has historically been able to pass
through copper price increases and decreases to its customers on a current or
slightly delayed basis. In addition, the Company has generally been able to
match its copper purchases with its production requirements and minimize copper
cathode and rod inventories. However, no assurance can be given that the Company
will be able to pass through price increases in the future.
 
MANUFACTURING CAPACITY
 
    The Company is currently operating its manufacturing facilities at high
utilization rates. In order to meet growing customer demand, the Company will
need to invest in additional manufacturing equipment. Failure to have new
equipment operational in a timely manner or shut-downs of existing capacity due
to breakdowns or other reasons could adversely affect the Company's results of
operations, cash flows and financial condition.
 
HOLDING COMPANY STRUCTURE; RESTRICTIONS ON THE PAYMENT OF DIVIDENDS; ESSEX
  INTERNATIONAL'S DEPENDENCE ON DIVIDENDS FROM ESSEX TO MEET CASH REQUIREMENTS
 
    Essex International is a holding company whose operations are and will be
conducted solely through Essex, its wholly owned subsidiary. Essex International
has no independent operations, virtually no assets other than its ownership of
the outstanding common stock of Essex (all of which will be pledged to the
lenders under the Restated Credit Agreement (as defined herein)) and no
independent means of generating cash flow. Therefore, Essex International is and
will continue to be dependent on the cash flow of Essex to meet its obligations.
 
    At present, Essex International's cash requirements are not significant. The
Essex Revolving Credit Agreement, the Essex Senior Note Indenture (as defined in
"Description of Certain Indebtedness"), and the Restated Credit Agreement will,
after the consummation of the Offerings, restrict the ability of Essex to
declare and pay dividends and to make other distributions to Essex
International. Subject to the availability of an alternative financing source,
Essex International's ability to meet its cash obligations in the future will be
dependent upon Essex' ability to pay dividends, to loan, or otherwise advance or
transfer funds to Essex International in sufficient amounts. Additionally, the
Essex Revolving Credit Agreement does, and the Restated Credit Agreement will,
after consummation of the Offerings, prohibit the Company from paying dividends
to its common stockholders. See "Description of Certain Indebtedness--Restated
Credit Agreement".
 
PRINCIPAL STOCKHOLDERS
 
    After the Offerings, BH Group will own approximately 60.8% ((54.8% on a
fully diluted basis), and 60.0% (54.9% on a fully diluted basis) if the
Underwriters' over-allotment option is exercised in full) of the outstanding
Common Stock. In addition, after consummation of the Offerings, members of the
Company's Board of Directors will be affiliated with BH Group. As long as BH
Group continues to own in the aggregate a large percentage of the outstanding
shares of Common Stock, it will have practical control over the composition of
the Board of Directors of the Company, over the outcome of any corporate
 
                                       12
<PAGE>
transaction or other matter submitted to the stockholders for approval,
including mergers, consolidations and the sale of all or substantially all the
Company's assets, and over a change in control of the Company. See "Management",
"Principal and Selling Stockholders" and "Certain Relationships and Related
Party Transactions".
 
BENEFITS OF THE OFFERINGS TO CURRENT SECURITYHOLDERS
 
    The Offerings will provide significant benefits to the current
securityholders of the Company, including the creation of a public market for
the Common Stock and the receipt of $12,829,103 in net proceeds by the GS
Partnerships, $21,906,015 in net proceeds by DLJ and $6,033,936 in net proceeds
by CEA.
 
ANTI-TAKEOVER PROVISIONS
 
    The Company's Second Amended and Restated Certificate of Incorporation (the
"Restated Certificate"), which will be effective upon consummation of the
Offerings, and the Amended and Restated By-laws (the "By-laws"), contain certain
provisions that may have the effect of discouraging, delaying or preventing a
change in control of the Company or unsolicited acquisition proposals that a
stockholder might consider favorable, including provisions authorizing the
issuance of "blank check" preferred stock, limiting the persons who may call
special meetings of stockholders, limiting stockholder action by written
consent, establishing advance notice requirements for nominations for election
to the Board of Directors of the Company or for proposing matters that can be
acted upon at stockholders meetings, providing for a Board of Directors with
staggered, three-year terms and requiring super-majority voting to effect
certain amendments to the Restated Certificate and the By-laws.
 
SHARES ELIGIBLE FOR FUTURE SALE
 
    Sales of a substantial number of shares of Common Stock after the Offerings
could adversely affect the market price of the Common Stock and could impair the
Company's ability to raise capital through the sale of equity securities. Upon
completion of the Offerings, the Company will have 28,870,069 shares of Common
Stock outstanding. Of these shares, the 5,750,000 shares sold in the Offerings
will be freely transferable without restriction under the Securities Act of 1933
(the "Securities Act"), unless they are held by "affiliates" of the Company as
that term is used under the Securities Act.
 
    The remaining 23,120,069 outstanding shares were sold by the Company in
reliance on exemptions from the registration requirements of the Securities Act,
are restricted securities within the meaning of Rule 144 under the Securities
Act ("Rule 144") and may not be resold in the absence of registration under the
Securities Act or an available exemption therefrom. The Company, each of the
Company's directors and executive officers, BH Group, and each Selling
Stockholder (subject to certain exceptions) have agreed not to sell or otherwise
dispose of any shares of Common Stock for the 180-day period after the date of
this Prospectus without the prior written consent of Goldman, Sachs & Co
("Goldman Sachs"). Any shares subject to such lock-up agreements may be released
at any time without notice by Goldman Sachs. See "Underwriting". Additionally,
each stockholder (other than BHLP and certain of its affiliates) has agreed not
to sell any of its Common Stock for 90 days after the effective date of the
Registration Statement of which this Prospectus is a part (the "Effective Date")
pursuant to either the Management Stockholders Agreement or the Registration
Rights Agreement (as defined in "Certain Relationships and Related Party
Transactions" and "Shares Eligible for Future Sale-Other Initial Shareholders"
respectively). Thus none of these shares of Common Stock will be eligible for
sale in the public market immediately upon the Effective Date. Beginning 90 days
after the Effective Date, approximately 1,845,434 of these shares (including
shares subject to vested options) will become eligible for sale subject to the
provisions of Rule 144 and Rule 701 (all of which will be eligible, under Rule
144(k), for sale without limitation as to volume and manner of sale). Beginning
180 days after the date of this Prospectus, approximately 22,348,690 additional
shares, shares subject to vested options and Warrants will become eligible for
sale subject to the provisions of Rule 144 or Rule 701 (4,459,507 of which will
be eligible,
 
                                       13
<PAGE>
under Rule 144(k), for sale without limitation as to volume and manner of sale).
See "Shares Eligible for Future Sale".
 
    Additionally, the Company intends to file a registration statement covering
all shares of Common Stock issuable in the future under the Stock Option Plan
(as defined herein) (an aggregate of 1,034,844 shares). Any shares issued upon
exercise of such options will be eligible for sale in the public market after
the effective date of such registration statement, subject to any contractual
restrictions.
 
    BH Group has the right, pursuant to the Management Stockholders Agreement,
to require that the Company register, pursuant to the Securities Act, any or all
of its shares of Common Stock. BH Group is not restricted in the number of times
it may require the Company to register its shares of Common Stock. Pursuant to
the BH Group Registration Rights Agreement (as defined in "Shares Eligible for
Future Sale--BH Group"), BH Group will also have the right to require the
Company to prepare and file with the Securities and Exchange Commission (the
"SEC"), a "shelf" registration statement covering offers and sales in accordance
with Rule 415 under the Securities Act of some or all of the Common Stock held
by BH Group. Pursuant to the Registration Rights Agreement, the GS Partnerships
and DLJ each have the ability to require the Company to register any or all of
the shares of Common Stock or Warrants held by them pursuant to the Securities
Act. The GS Partnerships and DLJ each have the unqualified right to make two
such demands and a qualified right to make one additional demand. The GS
Partnerships, DLJ and CEA also have the right to "piggyback", or include their
Common Stock and, as of October 9, 1997 their Warrants, if any, in any
registration of Common Stock made by the Company. Pursuant to the Management
Stockholders Agreement, certain employee stockholders have the right to
"piggyback" onto certain registrations of Common Stock (i) demanded by BH Group
or (ii) for primary offerings by the Company. The existence of the registration
rights described above could have an adverse effect on the market price of the
Common Stock, could impair the Company's ability to raise capital through the
sale of equity securities and may involve added costs and complexity in the
event the Company or any holder of registration rights desires to register
shares of Common Stock in the future. See "Certain Relationships and Related
Party Transactions--Management Stockholders Agreement" and "Shares Eligible for
Future Sale--Piggyback Registration Rights".
 
DILUTION
 
    Persons purchasing shares of Common Stock in the Offerings will incur
immediate and substantial dilution in net tangible book value of $14.54 per
share. See "Dilution".
 
NO PRIOR MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF SHARE PRICE
 
    Prior to the Offerings there has been no public market for the Common Stock
and there can be no assurance that an active trading market will develop upon
completion of the Offerings or, if it does develop, that such market will be
sustained. The initial public offering price of the Common Stock was determined
by negotiation among the Company, the Selling Stockholders and the
representatives of the Underwriters, and may not be representative of the price
that will prevail in the open market. See "Underwriting" for a discussion of the
factors that were considered in determining the initial public offering price.
 
    The market price of the Common Stock after the Offerings may be
significantly affected by factors such as quarterly variations in the Company's
results of operations, the announcement of new products or product enhancements
by the Company or its competitors, technological innovation by the Company or
its competitors and general market conditions specific to particular industries.
Such fluctuations may adversely affect the market price of the Common Stock.
 
                                       14
<PAGE>
                                USE OF PROCEEDS
 
    The net proceeds to the Company from the sale of the shares of Common Stock
by the Company hereby are estimated to be approximately $46.4 million, after
deducting the estimated underwriting discount, transaction fees and expenses of
the Offerings payable by the Company. The Company will not receive any proceeds
from the sale of Common Stock by the Selling Stockholders. The net proceeds to
the Company of the Offerings will be used to repay in full the Essex Term Loan
($29.5 million) and repay a portion of the indebtedness under the Essex
Revolving Credit Agreement ($16.9 million). The Essex Term Loan and the Essex
Revolving Credit Agreement mature in May 2000 and October 2001, respectively,
and currently bear interest at average per annum rates of 9.31% and 6.54%,
respectively. Borrowings under the Essex Term Loan were used to redeem other
indebtedness as part of the 1995 Refinancing. Borrowings under the Essex
Revolving Credit Agreement were used to refinance the Company's prior revolving
credit agreement ($127.5 million) and to finance the acquisition of Triangle
($71.8 million). See "Description of Certain Indebtedness--Restated Credit
Agreement".
 
                                DIVIDEND POLICY
 
    No dividends have been paid by the Company on the Common Stock in the prior
two fiscal years and the Company does not anticipate paying dividends in the
foreseeable future. Any determination to pay cash dividends in the future will
be at the discretion of the Company's Board of Directors and will depend upon
the Company's results of operations, financial condition, contractual
restrictions and other factors deemed relevant at that time by the Company's
Board of Directors.
 
    The ability of the Company to pay dividends on the Common Stock is dependent
upon the ability of Essex to pay dividends, or otherwise loan, advance or
transfer funds, to the Company. Both the Restated Credit Agreement and the Essex
Senior Note Indenture impose limitations on the ability of Essex to pay
dividends or make other payments to the Company and the Restated Credit
Agreement also prohibits the Company from paying dividends to its common
stockholders. See "Description of Certain Indebtedness--Restated Credit
Agreement--Negative Covenants".
 
                                       15
<PAGE>
                                    DILUTION
 
    Dilution is the amount by which the offering price paid by the purchasers of
the Common Stock offered hereby will exceed the net tangible book value per
share of Common Stock after the Offerings. Net tangible book value per share is
determined at any date by subtracting the total liabilities of the Company from
the total book value of the tangible assets of the Company and dividing the
difference by the number of shares of Common Stock deemed to be outstanding at
such date.
 
    The net tangible book value of the Company on December 31, 1996, was
approximately $24.7 million. Net tangible book value per share represents the
amount of total tangible assets less the amount of total liabilities divided by
the total number of shares of Common Stock outstanding. After giving effect to
the receipt of approximately $46.4 million of estimated net proceeds of the sale
by the Company of 3,000,000 shares of Common Stock pursuant to the Offerings,
the pro forma net tangible book value of the Company at December 31, 1996, would
have been approximately $71.3 million or $2.46 per share. This change represents
an immediate increase in pro forma net tangible book value of $1.51 per share to
the existing stockholders and an immediate dilution of $14.54 per share to new
investors purchasing shares of Common Stock in the Offerings. The following
table illustrates the substantial and immediate dilution to new investors:
 
<TABLE>
<CAPTION>
                                                                               PER SHARE
                                                                          --------------------
<S>                                                                       <C>        <C>
Initial public offering price per share (a).............................             $   17.00
    Net tangible book value per share before the Offerings..............  $     .95
    Increase per share attributable to new
      investors.........................................................       1.51
                                                                          ---------
Pro forma net tangible book value per share after the Offerings.........                  2.46
                                                                                     ---------
Dilution per share to new investors (b)(c)..............................             $   14.54
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
- ------------------------
 
(a) Before deducting underwriting discounts and estimated transaction fees and
    expenses of $4.6 million to be paid by the Company in connection with the
    Offerings.
 
(b) Dilution is determined by subtracting net tangible book value per share
    after the Offerings from the amount assumed paid by a new investor per share
    of Common Stock.
 
(c) Assuming the Underwriters' over-allotment options are exercised in full, pro
    forma net tangible book value of the Company after the Offerings would be
    $2.46 per share, the immediate increase in pro forma net tangible book value
    of shares owned by the existing stockholders would be $1.51 per share and
    the immediate dilution to new investors would be $14.54 per share.
 
    The following table summarizes the difference between existing stockholders
(determined as if the Offerings had occurred on December 31, 1996 and including
in their holdings the total number (1,880,834) of shares of Common Stock
issuable upon redemption of Warrants) and new investors with respect to the
number of shares of Common Stock purchased from the Company, the total
consideration
 
                                       16
<PAGE>
paid to the Company and the average price paid per share (assuming the
Underwriters' over-allotment options are not exercised).
 
<TABLE>
<CAPTION>
                                            SHARES PURCHASED               TOTAL CONSIDERATION
                                      -----------------------------  --------------------------------    AVERAGE PRICE
                                         NUMBER        PERCENTAGE         AMOUNT         PERCENTAGE        PER SHARE
                                      -------------  --------------  ----------------  --------------  -----------------
<S>                                   <C>            <C>             <C>               <C>             <C>
New investors (a)...................      3,000,000          10.4%   $     51,000,000          23.9%       $   17.00
Existing stockholders (a)(b)........     25,937,392          89.6         162,173,000          76.1             6.25
                                      -------------       -------    ----------------       -------
Total...............................     28,937,392         100.0%   $    213,173,000         100.0%
                                      -------------       -------    ----------------       -------
                                      -------------       -------    ----------------       -------
</TABLE>
 
- ------------------------
 
(a) Sales by the Selling Stockholders in the Offerings will reduce the number of
    shares held by existing stockholders, and shares issuable upon redemption of
    Warrants, to 23,187,392 shares, and will increase the number of shares held
    by new investors to 5,750,000 shares. See "Principal and Selling
    Stockholders".
 
(b) Does not include 862,500 shares of Common Stock (including shares of Common
    Stock issuable upon the redemption of Warrants) that the Underwriters have
    the option to purchase from the Selling Shareholders to cover
    over-allotments, if any, or 1,034,844 shares of Common Stock reserved for
    issuance under the Company's Stock Option Plan (as defined herein). See
    "Management--Stock Option Plan" and "Underwriting".
 
    The foregoing tables and discussion assume no exercise of options after
December 31, 1996 and exclude (i) 2,870,975 shares issuable upon exercise of
options outstanding as of December 31, 1996 having a weighted average exercise
price of $3.52 per share under the Company's Stock Option Plan, (ii) 730,000
shares issuable upon exercise of options granted on January 30, 1997 in
connection with the Company's 1996 performance and to maintain management's
equity interest in the Company as a result of the increase in total Common Stock
outstanding following the 1996 Private Offering, (iii) 1,034,844 additional
shares authorized for issuance under the Company's Stock Option Plan, (iv)
257,175 shares issuable upon exercise of the Warrants at an exercise price of
$5.72 per share that may be sold to the Underwriters pursuant to the
Underwriters' over-allotment options and (v) 372,688 shares issuable upon
exercise of the Warrants at an exercise price of $5.72 per share. To the extent
that outstanding options or Warrants are exercised, there will be further
dilution to new investors. See "Capitalization", "Management--Compensation of
Directors and Executive Officers", "Management--Stock Option Plan", and Note 8
to the Consolidated Financial Statements.
 
                                       17
<PAGE>
                                 CAPITALIZATION
 
    The following table sets forth the consolidated capitalization of the
Company as of December 31, 1996, and on an as-adjusted basis after giving effect
to the Offerings and the application of the net proceeds of the Company
therefrom. The table should be read in conjunction with "Use of Proceeds",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31, 1996
                                                                                      ----------------------------
<S>                                                                                   <C>          <C>
                                                                                        ACTUAL       AS ADJUSTED
                                                                                      -----------  ---------------
 
<CAPTION>
                                                                                         (DOLLARS IN THOUSANDS)
<S>                                                                                   <C>          <C>
Cash................................................................................  $     4,429    $     4,329
                                                                                      -----------  ---------------
                                                                                      -----------  ---------------
Notes payable and current portion of long-term debt.................................  $    42,489    $    33,413
Long-term debt:
  Essex Revolving Credit Agreement..................................................      179,900        165,226
  Essex Term Loan(a)................................................................       31,766        --
  Essex Senior Notes................................................................      200,000        200,000
  Essex Sale and Leaseback Agreement................................................       21,250         21,250
                                                                                      -----------  ---------------
                                                                                          432,916        386,476
      Less: current portion.........................................................       11,576          2,500
                                                                                      -----------  ---------------
Total long-term debt................................................................      421,340        383,976
Common stock subject to put:(b)
  1,262,602 shares issued and outstanding...........................................       12,626        --
Stockholders' equity:
  Common Stock, par value $.01 per share; 150,000,000 shares authorized, 22,793,955
    shares issued and outstanding, actual; 28,519,279 shares issued and outstanding,
    as adjusted (c).................................................................          228            285
  Additional paid-in capital........................................................      139,145        198,154
  Carryover of predecessor basis (d)................................................      (15,259)       (15,259)
  Retained earnings.................................................................       21,976         21,608
                                                                                      -----------  ---------------
Total stockholders' equity..........................................................      146,090        204,788
                                                                                      -----------  ---------------
      Total capitalization..........................................................  $   622,545    $   622,177
                                                                                      -----------  ---------------
                                                                                      -----------  ---------------
</TABLE>
 
- ------------------------
 
(a) As of March 31, 1997, the outstanding balance of the Essex Term Loan was
    $29,497. Such amount will be repaid upon receipt of the net proceeds of the
    Offerings.
 
(b) Following the Offerings, it is expected that shares of Common Stock subject
    to put, if any, will not be material.
 
(c) Excludes 2,870,975 shares of Common Stock reserved for issuance pursuant to
    the exercise of options outstanding as of January 1, 1997, at a weighted
    average exercise price of $3.52 per share, of which options to purchase
    1,828,475 shares of Common Stock were then exercisable, and 629,863 shares
    of Common Stock issuable upon exercise of the Warrants, at an exercise price
    of $5.72 per share, 257,175 of which Warrants may be sold to the
    Underwriters pursuant to the Underwriters' over-allotment options. On
    January 30, 1997, the Company granted 730,000 additional options at an
    exercise price of $10.00 per share in respect of 1996 performance and to
    maintain management's equity interest in the Company as a result of the
    increase in total Common Stock outstanding following the 1996 Private
    Offering. From December 31, 1996, to and including April 14, 1997, 400,790
    shares have been issued upon exercise of outstanding options. See
    "Management--Stock Option Plan".
 
(d) Reflects effect of Predecessor's cost basis carried forward from time of
    Acquisition.
 
                                       18
<PAGE>
               SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA AND COPPER PRICES)
 
    The following table sets forth (i) selected combined historical consolidated
financial data of the Company as of and for the twelve months ended December 31,
1992 (which includes historical consolidated financial data of the Company prior
to the Acquisition ("Predecessor") for the nine-month period ended September 30,
1992, and historical consolidated financial data of the Company after the
Acquisition for the three-month period ended December 31, 1992), (ii) selected
historical consolidated financial data of the Company as of and for the years
ended December 31, 1993, 1994, 1995 and 1996 and (iii) supplementary pro forma
financial data for the year ended December 31, 1996, assuming the use of the net
proceeds of the Offerings as described under "Use of Proceeds". Combined
selected financial data presented below as of and for the 12-month period ended
December 31, 1992 were derived from audited consolidated financial statements of
the Company and Predecessor not included in this Prospectus. The selected
consolidated financial data presented below as of December 31, 1993 and 1994 and
for the year ended December 31, 1993 were derived from audited consolidated
financial statements not included in this Prospectus. The selected consolidated
financial data presented below as of December 31, 1995 and 1996 and for the
years ended December 31, 1994, 1995 and 1996 were derived from the Consolidated
Financial Statements of the Company included elsewhere in this Prospectus. This
data should be read in conjunction with "Use of Proceeds", "Capitalization",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included elsewhere herein.
 
<TABLE>
<CAPTION>
                                                    COMBINED(a)
                                                  ---------------
                                                   TWELVE MONTHS
                                                       ENDED                      YEAR ENDED DECEMBER 31,
                                                   DECEMBER 31,    ------------------------------------------------------
                                                       1992            1993          1994          1995          1996
                                                  ---------------  ------------  ------------  ------------  ------------
<S>                                               <C>              <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
Net sales.......................................    $   909,351    $    868,846  $  1,010,075  $  1,201,650  $  1,332,049
Cost of goods sold..............................        780,148         745,875       846,611     1,030,511     1,102,460
Selling and administrative expense..............         80,590          75,748        85,209        93,401       121,054
Other (income) expense, net (b).................           (305)           (196)        1,114         1,032         2,045
Unusual items (c)...............................         18,139              --            --            --            --
                                                  ---------------  ------------  ------------  ------------  ------------
Income from operations..........................         30,779          47,419        77,141        76,706       106,490
Interest expense................................         50,645          56,723        60,155        49,055        39,994
                                                  ---------------  ------------  ------------  ------------  ------------
Income (loss) before income taxes and
  extraordinary charge..........................        (19,866)         (9,304)       16,986        27,651        66,496
Provision (benefit) for income taxes............         (4,022)          1,552         9,500        14,380        28,988
                                                  ---------------  ------------  ------------  ------------  ------------
Income (loss) before extraordinary charge.......        (15,844)        (10,856)        7,486        13,271        37,508
Extraordinary charge net of income tax benefit
  (d)...........................................            122           3,367            --         2,971         1,183
                                                  ---------------  ------------  ------------  ------------  ------------
Net income (loss)...............................    $   (15,966)        (14,223)        7,486        10,300        36,325
                                                  ---------------
                                                  ---------------
Preferred stock redemption premium..............                             --            --            --        (4,185)
Preferred stock dividend requirement............                         (5,186)       (6,008)       (6,962)       (4,248)
Accretion of preferred stock....................                           (671)         (687)         (703)       (2,024)
Increase in fair value of common stock subject
  to put........................................                             --            --            --        (3,547)
                                                                   ------------  ------------  ------------  ------------
Net income (loss) applicable to common stock....                   $    (20,080) $        791  $      2,635  $     22,321
                                                                   ------------  ------------  ------------  ------------
                                                                   ------------  ------------  ------------  ------------
Pro forma income (loss) per share (e):
  Pro forma income (loss) before extraordinary
    charge......................................                                                             $       1.34
  Extraordinary charge net of income tax
    benefit.....................................                                                                     (.04)
                                                                                                             ------------
  Pro forma net income (loss)...................                                                             $       1.30
                                                                                                             ------------
                                                                                                             ------------
Shares used in computing pro forma net income
  (loss) per share..............................                                                               28,082,432
                                                                                                             ------------
                                                                                                             ------------
Supplementary pro forma income before
  extraordinary charge (f)......................                                                             $     40,425
                                                                                                             ------------
                                                                                                             ------------
Supplementary pro forma income per share before
  extraordinary charge (e)......................                                                             $       1.30
                                                                                                             ------------
                                                                                                             ------------
Shares used in computing supplementary pro forma
  income before extraordinary charge (f)........                                                               31,082,432
                                                                                                             ------------
                                                                                                             ------------
</TABLE>
 
                                       19
<PAGE>
 
<TABLE>
<CAPTION>
                                                     COMBINED (A)
                                                     TWELVE MONTHS
                                                         ENDED                YEAR ENDED DECEMBER 31,
                                                     DECEMBER 31,    ------------------------------------------
                                                         1992          1993       1994       1995       1996
                                                    ---------------  ---------  ---------  ---------  ---------
<S>                                                 <C>              <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Working capital...................................    $   133,048    $ 176,001  $ 221,480  $ 171,166  $ 231,707
Total assets......................................        716,196      712,051    750,930    746,063    842,755
Long-term debt (including current portion)........        420,052      428,942    458,960    412,750    432,916
Redeemable preferred stock........................         28,603       34,460     41,155     48,820     --
Stockholders' equity..............................         78,499       59,667     60,828     64,300    146,090
 
OTHER DATA:
EBITDA (g)........................................    $    74,388    $  77,028  $ 108,314  $ 110,502  $ 140,224
Capital expenditures..............................    $    31,180    $  26,167  $  30,109  $  28,555  $  25,569
Copper equivalent pounds shipped (h)..............        492,350      517,607    553,220    551,447    643,800
Average COMEX copper price per pound..............    $      1.03    $    0.85  $    1.07  $    1.35  $    1.06
Net cash provided by operating activities.........         31,326       60,616     41,672     89,754     64,581
Net cash used for investing activities (i)........       (152,010)     (30,785)   (30,118)   (50,466)  (104,716)
Net cash provided by (used for) financing
  activities (j)..................................        132,662      (28,569)    (5,120)   (53,031)    41,369
</TABLE>
 
- ------------------------
 
(a) Represents a combination of the Company's three month period ended December
    31, 1992 and Predecessor's nine month period ended September 30, 1992. Such
    combined results are not necessarily indicative of the results for the full
    year, due to the effects of the Acquisition and related refinancings and the
    concurrent adoption of Statement of Financial Accounting Standards No. 109
    "Accounting for Income Taxes". Financial data of the Company as of October
    1, 1992, and thereafter reflect the Acquisition using the purchase method of
    accounting, and, accordingly, the purchase price was allocated to assets and
    liabilities based upon their estimated fair values. However, to the extent
    that the Company's management had a continuing investment interest in the
    Company's common stock, such fair values (and contributed stockholders'
    equity) were reduced proportionately to reflect the continuing interest
    (approximately 10%) at the prior historical cost basis.
 
(b) Includes interest income of $186, $269, $247, $409 and $210 for 1992, 1993,
    1994, 1995 and 1996, respectively. Also includes write-offs related to fixed
    asset disposals occurring in the normal course of business.
 
(c) In connection with the Acquisition, Predecessor recorded certain
    merger-related expenses of $18,139, consisting primarily of bonus and option
    payments to certain employees and certain merger fees and expenses that were
    charged to Predecessor's operations in the nine months ended September 30,
    1992.
 
(d) During 1992, the Company repurchased outstanding indebtedness of Essex
    resulting in an extraordinary charge of $122, net of applicable income tax
    benefit. During 1993, the Company recognized extraordinary charges of
    $3,055, net of applicable tax benefit, representing the write-off of
    unamortized debt issuance costs associated with the termination of the
    Company's term credit facility under its former credit agreement, and $312,
    net of applicable tax benefit, representing the net loss resulting from the
    redemption of indebtedness of Essex. During 1995 and 1996, the Company
    recognized extraordinary charges of $2,971 and $1,183, respectively, net of
    applicable tax benefit, representing the write-offs of unamortized debt
    issuance cost associated with the termination of the Company's former credit
    agreements.
 
(e) See Note 1 to the Consolidated Financial Statements.
 
(f)  Adjustments to net income before extraordinary charge used in the
    calculation of supplementary pro forma net income before extraordinary
    charge per common share for the year ended December 31, 1996 are as follows:
    (i) $1,782, net of tax, representing reduced interest expense due to the
    assumed repayment of a portion of the Essex Term Loan from the net proceeds
    of the Offerings; (ii) $716, net of tax, representing reduced interest
    expense on the indebtedness under the Essex Revolving Credit Agreement due
    to lower interest rates under the Restated Credit Agreement and (iii) $419,
    net of tax, representing the elimination of 1996 deferred financing expense
    associated with the Essex Term Loan. The change in shares used to compute
    supplementary pro forma income per share is attributable to the 3,000,000
    shares of common stock offered by the Company in the Offerings.
 
(g) EBITDA is defined as earnings before net interest, income taxes,
    depreciation and amortization. In 1992, EBITDA also includes an add-back of
    $18,139 for unusual items. See note (c) above. EBITDA is presented because
    it is a widely accepted financial indicator of a company's ability to incur
    and service debt. However, EBITDA should not be considered in isolation or
    as a substitute for net income or cash flow data prepared in accordance with
    generally accepted accounting principles or as a measure of a company's
    profitability or liquidity. Also, the EBITDA definition used herein may not
    be comparable to similarly titled measures reported by other companies.
 
(h) Copper equivalent pounds include aluminum pounds which have been converted
    to a copper pound basis.
 
(i)  Includes the costs associated with the BICC Canada and Triangle
    acquisitions of approximately $7,631 and $71,764, respectively, in 1996, and
    the acquisition of Brownell in 1995 at a total cost of $24,934.
 
(j)  Includes the redemption of the Company's Senior Discount Debentures due
    2004 in 1995 at a total cost of $272,850.
 
                                       20
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
    The Company, founded in 1930, is a leading developer, manufacturer and
marketer of electrical wire and cable products. Among the Company's products are
magnet wire for electromechanical devices such as motors, transformers and
electrical controls; building wire for commercial and residential applications;
copper voice and data communication wire; automotive wire and specialty wiring
assemblies for automobiles and trucks; and industrial wire for applications in
appliances, construction and recreational vehicles. The Company's operations at
December 31, 1996 included 28 domestic manufacturing facilities and employed
approximately 4,800 persons.
 
    As a result of the flexibility allowed by the 1995 Refinancing, the Company
embarked upon an opportunistic acquisition strategy. As a result of several
recent acquisitions, the Company has consolidated its market position in its
core products. The acquisition of certain assets of Avnet Inc.'s distribution
operation in 1995 (the "Brownell Acquisition") considerably strengthened the
Company's distribution business, particularly with respect to value-added magnet
wire products supplied to smaller customers. The acquisition of the building
wire assets of BICC Canada in 1996 expanded the Company's presence in the
Canadian building wire market. The recent acquisition of certain assets of
Triangle (the "Triangle Acquisition") has significantly expanded the Company's
building wire and industrial wire business units. The Triangle Acquisition is
expected to strengthen both the building wire and industrial wire business, and
thus the product mix of the Company will shift somewhat toward those two units.
The impact of sales and net income from those business units is thus expected to
have a proportionately greater effect on the Company in the future than in the
past.
 
    Although net sales are heavily influenced by the price of copper, the
Company's major raw material, the Company's profitability is generally not
significantly affected by changes in copper prices, because the Company
generally has been able to pass on its cost of copper to its customers, and the
Company attempts to match its copper purchases with its production requirements,
thereby minimizing copper cathode and rod inventories. In the short term,
however, pronounced changes in the price of copper may tend to affect gross
profits within the building wire product line, because such changes affect cost
of goods sold more quickly than those changes can be reflected in the pricing of
building wire products. See "Business--Metals Operations".
 
    The Company believes that it is only affected by inflation to the extent
that the economy in general is affected. Should inflationary pressures drive
costs higher, the Company believes that general industry price increases would
sustain operating results, although there can be no assurance that this will be
the case. In addition, the Company believes that its sensitivity to downturns in
its primary markets is less significant than it might otherwise be due to its
diverse customer base, broad product line and its strategy of attempting to
match its copper purchases with its needs.
 
                                       21
<PAGE>
RESULTS OF OPERATIONS
 
    The following table sets forth for each of the years in the three-year
period ended December 31, 1996, the dollar amounts and percentages of sales of
each of the Company's major product lines:
 
<TABLE>
<CAPTION>
                                                                   (DOLLARS IN MILLIONS, EXCEPT FOR COPPER PRICE)
                                                         -------------------------------------------------------------------
                                                                1994(A)                1995(A)                 1996
                                                         ---------------------  ---------------------  ---------------------
<S>                                                      <C>         <C>        <C>         <C>        <C>         <C>
Magnet wire............................................  $    306.9         30% $    388.2         32% $    388.8         29%
Building wire..........................................       390.0         39       406.1         34       487.1         37
Communication wire.....................................       119.3         12       177.5         15       166.8         13
Automotive wire........................................        82.8          8        97.3          8        91.2          7
Industrial wire........................................        63.1          6        63.4          5        71.0          5
Other(b)...............................................        48.0          5        69.2          6       127.1          9
                                                         ----------        ---  ----------        ---  ----------        ---
Total..................................................  $  1,010.1        100% $  1,201.7        100% $  1,332.0        100%
                                                         ----------        ---  ----------        ---  ----------        ---
                                                         ----------        ---  ----------        ---  ----------        ---
Average COMEX copper price per pound...................  $     1.07             $     1.35             $     1.06
</TABLE>
 
- ------------------------
 
(a) Due to a reorganization in the third quarter of 1995, certain 1994 and 1995
    product line sales have been reclassified.
 
(b) Includes sales of third-party manufactured products, including electrical
    insulating products, electric motors, motor repair parts and pump seals,
    sold through the Company's distribution business unit.
 
    The following table sets forth for each of the years in the three-year
period ended December 31, 1996, the percentage relationship of net sales to
certain income statement items:
 
<TABLE>
<CAPTION>
                                                                                              YEAR ENDED
                                                                                             DECEMBER 31,
                                                                                    -------------------------------
<S>                                                                                 <C>        <C>        <C>
                                                                                      1994       1995       1996
                                                                                    ---------  ---------  ---------
Net sales.........................................................................      100.0%     100.0%     100.0%
Cost of goods sold................................................................       83.8       85.8       82.8
Selling and administrative expense................................................        8.4        7.8        9.1
Other expense, net................................................................        0.1        0.1        0.1
                                                                                    ---------  ---------  ---------
Income from operations............................................................        7.7        6.3        8.0
Interest expense..................................................................        6.0        4.0        3.0
                                                                                    ---------  ---------  ---------
Income before income taxes and extraordinary charge...............................        1.7        2.3        5.0
Provision for income taxes........................................................        1.0        1.2        2.2
                                                                                    ---------  ---------  ---------
Income before extraordinary charge................................................        0.7        1.1        2.8
Extraordinary charge--debt retirement, net of income tax benefit..................         --        0.2        0.1
                                                                                    ---------  ---------  ---------
Net income........................................................................        0.7%       0.9%       2.7%
                                                                                    ---------  ---------  ---------
                                                                                    ---------  ---------  ---------
</TABLE>
 
    1996 COMPARED WITH 1995
 
    Net sales for 1996 were $1,332.0 million or 10.8% greater than in 1995,
resulting primarily from improved sales volumes and increased sales attributable
to the Brownell Acquisition in September 1995 and the Triangle Acquisition in
October 1996, partially offset by lower copper prices. The 1996 daily average
COMEX copper price was 21.5% lower than in 1995. Sales volumes for 1996 exceeded
1995 by 16.9%. Improved sales volumes resulted primarily from increased demand
for the Company's magnet wire, building wire and industrial wire products.
 
    Sales of magnet wire in 1996 were essentially equal to those in 1995,
reflecting increased sales volumes offset by declining copper prices. Improved
sales volumes were attributable to increased demand for magnet wire in the
electric motor and transformer markets due in part to the increased use of
magnet wire for increased energy efficiency. Sales increases were also a result
of increased sales to distributors.
 
                                       22
<PAGE>
    Building wire sales for 1996 increased as compared to 1995 due primarily to
an increase in sales volumes, product pricing (without regard to copper costs)
and incremental sales attributable to the Triangle Acquisition, partially offset
by a decline in copper prices. Building wire market demand exhibited continued
growth during 1996 on the strength of new non-residential construction and
sustained expansion of the repair and remodeling segment of the market. The
Company believes that this growth in demand was the leading cause for the
improvement in market prices during the second half of 1996 over the depressed
market conditions of 1995 and the first half of 1996. No assurance, however, can
be given that such favorable market conditions will continue in 1997.
 
    Communication wire sales for 1996 were below those in 1995 due to the
decrease in copper prices partially offset by increased sales of premise wire
products. Premise wire sales were up 21.2% with volume up 31.5% as compared to
1995, reflecting continued strong growth in this segment of the communication
wire market. OSP sales volumes were 8.6% lower than 1995, reflecting, in part, a
decline in export sales, as the Company focused on strong domestic markets. The
Company believes that decreases in the domestic OSP copper wire market may lead
to reduced margins in the communications wire business unit in the future.
 
    Automotive wire sales in 1996 were below those in 1995 due to the decrease
in copper prices partially offset by improved sales volumes as North American
new car and light truck sales volume increased just over 1% in 1996. Industrial
wire sales in 1996 were above those in 1995 by 12.0% due to an increase in sales
volume partially offset by the decline in copper prices. The increase in sales
volume was partially due to incremental sales attributable to the Triangle
Acquisition. Other sales in 1996 increased significantly over 1995 due to the
effect of inclusion of full-year sales from the Brownell Acquisition.
 
    Cost of goods sold for 1996 was 7.0% higher than in 1995 due primarily to
higher sales volumes and increased sales attributable to the Brownell
Acquisition and the Triangle Acquisition, partially offset by lower copper
prices. The Company's cost of goods sold as a percentage of net sales was 82.8%
and 85.8% in 1996 and 1995, respectively. Cost of goods sold as a percentage of
net sales decreased compared to 1995 due primarily to the marked decline in
copper costs, improved building wire product pricing (without regard to copper
costs), a change in product mix associated with the Brownell Acquisition, which
tends to distribute more value-added products, and higher manufacturing volumes,
leading to increased manufacturing efficiency.
 
    Selling and administrative expenses for 1996 were 29.6% above 1995, due
primarily to increased selling, distribution and administrative expenses
attributable to the Brownell Acquisition, the Triangle Acquisition and increased
distribution and commission expenses due to higher sales volumes experienced
during 1996.
 
    Interest expense in 1996 was 18.5% lower than in 1995 due primarily to the
redemption (the "Debenture Redemption") on May 15, 1995 of all Essex
International's outstanding Senior Discount Debentures due 2004 (the
"Debentures"). The Debentures, which bore interest at 16% per annum, were
refinanced primarily with bank debt carrying significantly lower rates of
interest. See "--Liquidity, Capital Resources and Financial Condition". The
Company's average interest rate decreased from 10.4% in 1995 to 8.6% in 1996 due
to the Debenture Redemption.
 
    Income tax expense was 43.6% of pretax income in 1996 compared with 52.0%
for 1995. The effective income tax rate of the Company was higher than the
approximate statutory rate of 40.0% due to the effect of the amortization of
excess of cost over net assets acquired in the Acquisition, which is not
deductible for income tax purposes.
 
    The Company recorded net income of $36.3 million for 1996 compared to net
income of $10.3 million in 1995. The 1996 and 1995 results include extraordinary
charges of $1.2 million and $3.0 million, respectively ($2.0 million and $5.0
million, respectively, before applicable tax benefit) for the write-off of
unamortized deferred debt expense associated with the Company's former revolving
credit agreements. In 1996, a former revolving credit agreement was terminated
in connection with the Triangle Acquisition.
 
                                       23
<PAGE>
In 1995, a former revolving credit agreement was terminated in connection with
the Debenture Redemption.
 
    1995 COMPARED WITH 1994
 
    Net sales for 1995 were $1,201.7 million or 19.0% higher than 1994,
reflecting primarily a marked increase in product prices and higher sales from
the Company's distribution business due to the Brownell Acquisition. Sales
volumes in 1995 approximated those experienced in 1994. Higher product prices
were essentially the result of a significant increase in copper costs. Average
COMEX copper prices in 1995 rose approximately 26.2% from 1994 and,
notwithstanding the magnitude of the price increase, was generally passed on to
customers through product pricing.
 
    Sales of magnet wire increased approximately 26.5% over those in 1994,
driven by higher copper prices, improved pricing and growth in sales volumes.
Magnet wire sales volumes and product pricing improved during 1995 due to
increased demand for the Company's magnet wire products by distributors and
original equipment manufacturers.
 
    Building wire sales in 1995 increased approximately 4.1% over 1994,
reflecting a combination of higher copper prices, lower sales volumes and a
steep decline in product pricing. Building wire product pricing (without regard
to copper costs) declined materially, and sales volumes also declined, although
to a lesser extent, due to competitive pricing pressures, excess capacity and
liquidation of inventories by distributors as a result of the significant
increase in copper prices in 1995.
 
    Communication wire sales in 1995 improved approximately 48.8% over those in
1994 due to higher copper prices and domestic sales volumes and strengthening
product prices. Premise wire sales were up 54.1% with volumes 42.6% higher as
compared to 1994 while OSP sales were up 66% with volume up 11.6%. Export sales
were essentially flat between 1995 and 1994. The Company believes that
communication wire pricing strengthened due to significantly higher demand for
copper communication wire products coupled with a decline in industry
manufacturing capacity.
 
    The Company's automotive wire sales volume in 1995 was up over 1994 by
approximately 8.2%, although North American new car and light truck sales volume
increased just over 2% in 1995. This improvement in sales volume was the result
of a marked increase in sales to other automotive accounts and, to a lesser
degree, improved sales to the Company's principal automotive wire customer. See
"Business--Product Lines--Automotive Wire". Other sales increased approximately
44.2%, attributable to the Brownell Acquisition.
 
    Cost of goods sold increased 21.7% in 1995 compared with 1994 due primarily
to increased copper and other material costs and increased distribution costs
attributable to the Brownell Acquisition. The Company's cost of goods sold as a
percentage of net sales was 85.8% and 83.8% in 1995 and 1994, respectively. Cost
of goods sold as a percentage of net sales in 1995 was higher compared to 1994
due primarily to substantially higher copper prices and declining building wire
product pricing partially offset by lower manufacturing costs resulting from
continued capital investments and higher manufacturing volumes in the
communication and automotive business units.
 
    Selling and administrative expenses in 1995 were 9.6% higher than 1994 due
primarily to increased overhead expenses attributable to the Brownell
Acquisition in the amount of approximately $5.1 million and to increased sales
commissions associated with higher sales.
 
    Interest expense in 1995 was 18.5% lower than in 1994 due primarily to the
Redemption. The Company's average interest rate decreased from 12.6% in 1994 to
10.4% in 1995 due to the Redemption.
 
    Income tax expense was 52.0% and 55.9% of pretax income in 1995 and 1994,
respectively. The effective income tax rate of the Company was higher than the
approximate statutory rate of 40.0% due to the effect of the amortization of
excess of cost over net assets acquired in the Acquisition, which is not
deductible for income tax purposes.
 
                                       24
<PAGE>
    The Company recorded net income of $10.3 and $7.5 million in 1995 and 1994,
respectively. The 1995 results include an extraordinary charge of $3.0 million
($5.0 million before applicable tax benefit) for the write-off of unamortized
debt issuance costs associated with the Company's former credit agreement which
was terminated in connection with the Redemption.
 
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
 
    GENERAL
 
    Essex International is a holding company with no operations and virtually no
assets other than its ownership of the outstanding common stock of Essex. All
such stock is pledged, however, to the lenders under the Essex Revolving Credit
Agreement and, after the Offerings, will be pledged to the lenders under the
Restated Credit Agreement. Accordingly, Essex International's ability to meet
its cash obligations is dependent on Essex's ability to pay dividends, to loan,
or to otherwise advance or transfer funds to Essex International in amounts
sufficient to service Essex International's cash obligations.
 
    Essex International expects that it may receive certain cash payments from
Essex from time to time to the extent cash is available and to the extent it is
permitted under the terms of the Restated Credit Agreement and the Senior Note
Indenture. Such payments may include (i) an amount necessary under the tax
sharing agreement between Essex and Essex International to enable Essex
International to pay Essex' taxes as if computed on an unconsolidated basis;
(ii) an annual management fee to an affiliate of BHLP of up to $1.0 million;
(iii) amounts necessary to repurchase management stockholders' shares of Common
Stock under certain specified conditions; and (iv) certain other amounts to meet
ongoing expenses of Essex International (such amounts are considered to be
immaterial both individually and in the aggregate because Essex International
has no operations, other than those conducted through Essex, or employees). To
the extent Essex makes any such payments, it will do so out of operating cash
flow, borrowings under the Restated Credit Agreement or other sources of funds
it may obtain in the future subject to the terms of the Restated Credit
Agreement and the Essex Senior Note Indenture.
 
    The Company's financial position at December 31, 1996, was highly leveraged.
The Company's aggregate notes payable to banks plus long-term debt was $463.8
million, and its stockholders' equity was $158.7 million. The resulting ratio of
debt to stockholders' equity improved to 2.9 to 1 at December 31, 1996, from 3.6
to 1 at December 31, 1995.
 
    CREDIT FACILITIES AND LINES OF CREDIT
 
    The Company maintains the following credit facilities: (i) a $370.0 million
revolving credit agreement dated as of October 31, 1996, by and among Essex,
Essex International, the Lenders named therein, and The Chase Manhattan Bank, as
administrative agent (the "Essex Revolving Credit Agreement") that will be
amended and restated (the "Restated Credit Agreement") effective upon the
consummation of the Offerings; (ii) a $60.0 million senior unsecured note
agreement, dated as of April 12, 1995, by and among Essex, Essex International,
as guarantor, the Lenders named therein and The Chase Manhattan Bank, as
administrative agent (the "Essex Term Loan"); (iii) a $25.0 million agreement
and lease, dated as of April 12, 1995, by and between Essex and Mellon Financial
Services Corporation #3 (the "Essex Sale and Leaseback Agreement"); (iv) a $12.0
million (Canadian dollar) credit agreement by and between a subsidiary of Essex,
and the Bank of Montreal (the "Canadian Credit Agreement"); and (v) bank lines
of credit with various lending banks that provide for unsecured borrowings for
working capital of up to $25.0 million.
 
    The Restated Credit Agreement, to be entered into in connection with the
Offerings, will provide for up to $370.0 million in revolving loans, subject to
specified percentages of eligible assets and reduced by outstanding borrowings
under the Canadian Credit Agreement and unsecured bank lines of credit. The
Restated Credit Agreement also will provide a $25.0 million letter of credit
subfacility. The Restated Credit Agreement will terminate on October 31, 2001.
The Restated Credit Agreement loans will bear floating rates of interest, at the
Company's option, at bank prime plus 0.0 to 0.50% or a reserve adjusted
 
                                       25
<PAGE>
LIBOR rate plus 0.375 to 1.50%. The effective interest rate can be reduced by
0.375% to 1.125% if certain specified financial conditions are achieved. The
average interest rate on borrowings under the Essex Revolving Credit Agreement
during the fourth quarter of 1996 was 7.16%. At December 31, 1996, the amount of
revolving credit available to the Company was $61.7 million based upon the Essex
Revolving Credit Agreement borrowing base of $272.5 million, reduced by
outstanding borrowings under (i) the Essex Revolving Credit Agreement ($179.9
million), (ii) unsecured bank lines of credit ($25.0 million) and (iii) the
Canadian Credit Agreement ($5.9 million). During 1996, average borrowings under
the Company's revolving credit facilities were $163.4 million compared to $92.1
million in 1995.
 
    The $29.5 million outstanding as of March 31, 1997 under the Essex Term Loan
is to be repaid in full with the proceeds of the Offerings.
 
    The Essex Sale and Leaseback Agreement provided $25.0 million for the sale
and leaseback of certain of the Company's fixed assets. The lease obligation has
a seven-year term expiring in May 2002. The principal component of the rental is
paid quarterly, with the amount of each of the first 27 payments equal to 2.5%
of lessor's cost of the equipment, and the balance due at the final payment. The
interest component is paid on the unpaid principal balance and is calculated by
lessor at LIBOR plus 2.5%. The effective interest rate can be reduced by 0.25%
to 1.125% if certain specified financial conditions are achieved.
 
    As of December 31, 1996, $5.9 million (US dollars) was outstanding under the
Canadian Credit Agreement and included as notes payable to banks in the
Company's financial statements. The Canadian Credit Agreement bears interest at
rates slightly higher than the Restated Credit Agreement and terminates on May
30, 1997, although it may be extended for successive one-year periods upon the
mutual consent of the subsidiary and the lending bank.
 
    The Company had $25 million outstanding under bank lines of credit as of
December 31, 1996. Such amount is included in notes payable to banks in the
Company's Consolidated Balance Sheets. These lines of credit bear interest at
rates subject to agreement between the Company and the lending banks. At
December 31, 1996, such rates of interest averaged 7.6%.
 
    CASH FLOW AND WORKING CAPITAL
 
    In general, the Company requires liquidity for working capital, capital
expenditures, debt repayments, interest and taxes. Of particular significance to
the Company are its working capital requirements that increase whenever it
experiences strong incremental demand in its business or a significant rise in
copper prices. Historically, the Company has satisfied its liquidity
requirements through a combination of funds generated from operating activities
together with funds available under its credit facilities. Based upon historical
experience and the availability of funds under its credit facilities, the
Company expects that its usual sources of liquidity will be sufficient to enable
it to meet its cash requirements for working capital, capital expenditures, debt
repayments, interest and taxes for the remainder of 1997.
 
    OPERATING ACTIVITIES.  Net cash provided by operating activities in 1996 was
$64.6 million, compared to $89.8 million in 1995. The decrease in cash provided
by operating activities was primarily attributable to an increase in inventories
to accommodate higher sales volumes, net of the Triangle Acquisition, and slower
growth in accounts payable partially offset by a reduction in accounts
receivable attributable to a marked decline in copper prices.
 
    INVESTING ACTIVITIES.  Capital expenditures of $25.6 million in 1996 were
$3.0 million less than in 1995. In 1996, approximately $5.5 million was invested
in magnet wire ovens to improve quality and increase manufacturing productivity.
Capital expenditures in 1997 are expected to be approximately 40% above 1996
levels and will be used for modernization projects to enhance efficiency and
expand capacity. At December 31, 1996, approximately $5.5 million was committed
to outside vendors for capital expenditures. The Restated Credit Agreement will
impose limitations on capital expenditures, business acquisitions and
investments. See "Description of Certain Indebtedness--Restated Credit
Agreement".
 
                                       26
<PAGE>
    The costs of the BICC Canada and Triangle acquisitions, approximately $7.6
million and $71.8 million, respectively, including related expenses, were
financed from proceeds received under the Company's revolving credit agreements
applicable at the time. Future cash requirements of these operations are
expected to be satisfied through the Company's traditional sources of liquidity,
as previously discussed.
 
    FINANCING ACTIVITIES.  On July 15, 1996, the Company redeemed all its
outstanding 15% Series B Cumulative Redeemable Exchangeable Preferred Stock (the
"Series B Preferred Stock") at $27.041 per share, or $59.3 million in the
aggregate, including related redemption expenses. This was financed by the
Company through a private offering of 5,930,000 shares of Common Stock to
certain of its common stockholders and their affiliates at $10 per share. In
December 1996, the private offering (the "1996 Private Offering") was extended
to certain management employees of the Company, who collectively purchased
437,708.5 shares of Common Stock at $10 per share.
 
    LONG-TERM LIQUIDITY CONSIDERATIONS
 
    Regarding long-term liquidity, the Essex Senior Notes (as defined in
"Description of Certain Indebtedness") mature in 2003 and are expected to be
replaced by similar financing at that time. The terms of the Essex Sale and
Leaseback Agreement include a balloon payment of $8.1 million in 2002. The
Restated Credit Agreement does not require repayment until its termination in
October 2001. The Company expects that its traditional sources of liquidity will
enable it to meet its long-term cash requirements for working capital, capital
expenditures, interest and taxes, as well as its debt repayment obligations
under the Essex Sale and Leaseback Agreement.
 
    The Company's operations involve the use, disposal and cleanup of certain
substances regulated under environmental protection laws. The Company has
accrued $0.9 million for environmental remediation and restoration costs. The
accrual is based upon management's best estimate of the Company's exposure in
light of relevant available information, including the allocations and remedies
set forth in applicable consent decrees, third-party estimates of remediation
costs, the estimated ability of other potentially responsible parties to pay
their proportionate share of remediation costs, the nature of each site and the
number of participating parties. Subject to the difficulty in estimating future
environmental costs, the Company expects that any sum it may have to pay in
connection with environmental matters in excess of the amounts recorded or
disclosed will not have a material adverse effect on its financial position,
results of operations or cash flows. See "Business--Legal and Environmental
Matters" for further discussion of the Company's environmental liabilities.
 
    DERIVATIVE FINANCIAL INSTRUMENTS
 
    The Company, to a limited extent, uses forward fixed price contracts and
derivative financial instruments to manage foreign currency exchange and
commodity price risks. To protect the Company's anticipated cash flows from the
risk of adverse foreign currency exchange fluctuations for firm sales and
purchase commitments, the Company enters into foreign currency forward exchange
contracts. Copper, the Company's principal raw material, experiences marked
fluctuations in market prices, thereby subjecting the Company to copper price
risk with respect to copper purchases on fixed customer sales contracts.
Derivative financial instruments in the form of copper futures and forward
contracts are utilized by the Company to reduce those risks. The Company does
not hold or issue financial instruments for investment or trading purposes. The
Company is exposed to credit risk in the event of nonperformance by
counterparties to foreign exchange forward contracts, metal forward price
contracts and metals futures contracts, but the Company does not anticipate
nonperformance by any of these counterparties. The amount of such exposure is
generally the unrealized gains, if any, with respect to the underlying
contracts.
 
                                       27
<PAGE>
                                    BUSINESS
 
    The Company is a leading North American developer, manufacturer and
distributor of copper electrical wire and cable products. Founded in 1930, the
Company serves over 11,000 worldwide customers in a wide range of industrial
markets from its 28 manufacturing facilities and 48 service centers located
throughout the United States and Canada. Since 1993, the Company has
significantly strengthened its market positions through expanded sales efforts
and acquisitions and has improved its manufacturing capacity and production
efficiencies through capital expenditure and productivity improvement programs.
As a result of these efforts, from 1993 to 1996, the Company's net sales volumes
grew at a CAGR of approximately 8%, generating $1.3 billion in net sales in
1996, while its EBITDA grew at a CAGR of 22%, from $77 million in 1993 to $140
million in 1996, and its net income grew from a loss of $14.2 million in 1993 to
a profit of $36.3 million in 1996. (With respect to EBITDA, see footnote (g) in
"Selected Consolidated Financial and Operating Data").
 
    The Company organizes its operating activities into the following principal
areas:
 
    MAGNET WIRE PRODUCTS  (29% of 1996 net sales)--The Company's magnet wire
products are used in a wide variety of motors, coils, relays, generators,
solenoids and transformers by the electrical equipment and electronics
industries. Annual industry data since 1991 has shown that the Company's magnet
wire products have the highest quality in the industry (as measured by customer
returns). As a result of significantly increasing its sales volumes of magnet
wire products in recent years while focusing on higher value-added products and
controlling costs, the gross margins of the Company's magnet wire business have
increased substantially.
 
    BUILDING WIRE AND CABLE PRODUCTS  (37% of 1996 net sales)--The Company
produces a wide range of copper building wire and related wire products for the
commercial, industrial and residential markets. These products are marketed
primarily to electrical distributors throughout the United States and Canada for
ultimate use by electrical contractors and "do-it-yourself" consumers.
Approximately two-thirds of the Company's net sales of these products is
attributable to remodeling and repair activity and the balance to new
nonresidential and residential construction.
 
    COMMUNICATIONS WIRE AND CABLE PRODUCTS  (13% of 1996 net sales)--The
Company's communications wire products consist of OSP voice communication copper
wire and cable products for the "local loop" segment of the telecommunication
system and voice and data communication copper wire and cable products for the
premise segment of the telecommunication system. Copper-based wire is the most
widely used medium for voice and data transmission in the local loop and in
homes and offices, due in part to its significant installed base, lower
installation cost and ease of repair.
 
    OTHER PRODUCTS AND ACTIVITIES  (21% of 1996 net sales)--The Company
manufactures and markets a wide range of automotive and industrial electrical
wire products and maintains a distribution business for the sale and
distribution of its magnet wire and related third-party-manufactured products.
The Company produces automotive wire and cable products (7% of 1996 net sales)
for sale to suppliers of automotive original equipment. Such products include
primary wire for use in engine harnesses, ignition wire and battery cable.
Industrial wire and cable products (5% of 1996 net sales) consist of appliance
wire, motor lead wire, submersible pump cable, power cable, flexible cord, power
supply cords, welding cable and recreational vehicle wire. The Company's
distribution business provides a sales channel to both small manufacturers of
original equipment motors and motor repair markets for some of the Company's
magnet wire products, as well as third-party-manufactured products that
complement the Company's magnet wire products. During 1996, third-party products
constituted 9% of net sales, while 20% of the Company's magnet wire products
were sold through this sales channel.
 
                                       28
<PAGE>
STRATEGY
 
    The Company has established a strategy that is designed to exploit its
competitive strengths and position it to pursue opportunities for future growth.
The key tenets of this strategy are:
 
    - CAPITALIZE ON SIZE AND SCOPE OF OPERATIONS--The Company believes that it
      is one of the largest electrical wire producers in the United States based
      on net sales. The Company believes that the size and scope of its
      operations provide it with efficiencies in manufacturing, purchasing and
      distribution and with the resources necessary to meet the increasing
      technological demands of the market. The Company intends to enhance these
      competitive advantages by continuing to expand its operations through
      internal growth and acquisitions. The electrical copper wire and cable
      industry in North America has undergone significant consolidation in the
      past ten years as a result of increased demand for product quality and
      lower cost products that in turn has necessitated substantial capital
      spending and development of sophisticated technical capabilities by market
      participants.
 
    - ENHANCE STRONG MARKET POSITIONS--The Company is focusing on improving its
      leading or significant market positions in North America for its major
      product categories and capitalizing on the advantages of its size. The
      Company believes that it is one of two leading producers in each of the
      magnet wire and building wire market based on net sales. Recent
      acquisitions in magnet wire distribution, building wire and industrial
      wire have enhanced the Company's market positions in these businesses. The
      Company intends to maintain and enhance its market positions through
      internal growth and continued participation in future industry
      consolidation.
 
    - MAINTAIN LEADERSHIP IN QUALITY AND PRODUCTIVITY--The Company employs
      advanced technologies in manufacturing processes and product development
      and intends to continue investing in manufacturing equipment and
      facilities and to expand its continuous improvement programs in order to
      maintain its leadership in quality and productivity. The Company believes
      that its wire and cable products, which have earned numerous customer
      quality awards, are among the highest in quality in the industry. Since
      1992, the Company has invested approximately $140 million in capital
      programs and has expanded its continuous improvement programs in order to
      improve the quality of its products and increase the cost efficiency and
      capacity of its production facilities. The Company also has lowered cost
      levels by pursuing a high level of vertical integration through internal
      production of its principal raw materials. In 1996, the Company produced
      over 85% of its copper rod, magnet wire enamel and rubber insulation
      materials and 70% of its PVC insulation requirements. As a result, the
      Company believes that it is among the lowest cost domestic producers in
      each of its business lines. A key productivity measure, annual copper
      equivalent pounds shipped per employee, has increased by 21% from 1991 to
      1996.
 
    - CAPITALIZE ON INDUSTRY GROWTH OPPORTUNITIES--The Company believes that, as
      the consumer continues to adapt to technological advances in both the home
      and the workplace, the technical specifications of the "smart" home and
      office will generate increased demand for certain electrical wire and
      cable products. The Company believes that it is well positioned to
      capitalize on this growth due to its significant market positions, strong
      name recognition and size. Growth in the magnet wire business is expected
      to be driven by increasing demand for devices containing electric motors
      in the home and in automobiles, along with continuing consumer and
      government pressure for higher energy efficiency from these devices
      (energy efficient motors utilize materially more magnet wire per unit than
      do their traditional counterparts). Growth in the building wire business
      is expected to come primarily from increasing repair and remodeling
      activity, as well as from new residential, commercial and industrial
      construction. Both new construction and remodeling activity is being
      affected by the increased number of circuits and amperage handling
      capacity needed to support the increasing demand for electrical services.
      The Company believes that its communications wire and cable business will
      benefit from the increasing number of outside telephone lines into and
      inside homes and offices and the increasing quality demands placed on
      these lines to facilitate escalating data transmission from the growing
      number of computers, facsimile machines and Internet devices. In the
      automotive business, the Company
 
                                       29
<PAGE>
      believes that the increasing production of cars and trucks with motorized
      or electrical options will translate into increased demand for higher
      quality, thinner-gauge wire products to take advantage of their lighter
      weights and greater efficiency.
 
    - PURSUE ACQUISITION OPPORTUNITIES-- Consistent with its historical emphasis
      on vertical integration, breadth of product line and technological
      innovation, the Company continuously evaluates opportunities to benefit
      further from its manufacturing, purchasing and distribution capabilities,
      expand its customer base, reduce costs and enter new markets through
      acquisitions, investments, joint ventures and other strategic alliances.
      Since the 1995 Refinancing, which provided the Company with substantial
      financial and operating flexibility, the Company has acquired three major
      businesses: the distribution business of Brownell; the Canadian building
      wire business of BICC Canada in March 1996; and the building and
      industrial wire businesses of Triangle in October 1996. The Company
      believes that each of these businesses provides operating synergy which
      complements the Company's existing manufacturing, distribution and
      administrative capabilities, and each has met or exceeded financial and
      operating expectations since its respective acquisition date. In addition,
      in May 1995, the Company entered into a joint venture in India with
      Finolex Cable LTD for the development and production of copper rod and
      other wire products for the domestic Indian market and recently
      established a joint venture with Raychem Corp. for the production and sale
      of high performance wire products for the automotive industry. The Company
      is currently evaluating several acquisition opportunities consistent with
      its business strategy, although it has not reached agreement with any
      third parties at this time.
 
    - EXPAND INTERNATIONAL BUSINESS--Historically, the Company's production and
      distribution emphasis has focused on North America, primarily the U.S.
      market. Management anticipates that while the Company will remain focused
      on the U.S. market, it expects to increase its efforts in expanding its
      customer base in Canada and Mexico, where the Company believes demand for
      electrical wire and cable products will grow significantly over the next
      few years. Management also expects to establish a preliminary presence in
      certain developing economies, particularly in locations that have been
      targeted by the Company's customers for their own expansion.
 
MANAGEMENT AND COMPANY HISTORY
 
    The Company's senior management team, including its business unit managers,
possesses a high level of experience in the wire and cable industry. The eight
most senior officers average 21 years of related industry experience, with an
average of over 17 years with the Company. The equity interest of management and
present and former employees (15.7% on a fully diluted basis 14.0% after giving
effect to the Offerings)) in the Company helps ensure that the interests of
management are aligned with those of the Company's other stockholders.
 
    The Company was founded in 1930. From 1974 until February 1988 it was
operated as a wholly owned subsidiary of United Technologies Corporation
("UTC"). On February 29, 1988, the Company was purchased from UTC by The Morgan
Stanley Leveraged Equity Fund II, L.P., certain directors and members of
management of the Company and others (the "1988 Acquisition"). In October 1992,
the Company was acquired in the Acquisition by the existing stockholders. The
existing stockholders of the Company and their equity interests on a fully
diluted basis are BH Group (58.9%), certain present and former employees
(15.7%), the GS Partnerships (12.4%), DLJ (9.2%) and CEA (3.7%). After giving
effect to the Offerings, BH Group, present and former employees, the GS
Partnerships, DLJ and CEA will beneficially own equity interests of 54.8%,
14.0%, 7.9%, 3.1% and 2.8%, respectively, on a fully diluted basis. In
connection with the Acquisition, the GS Partnerships and DLJ were granted
Warrants to purchase up to 1,120,552 and 1,712,818 shares of Common Stock,
respectively, at an exercise price of $5.71514 per share. The GS Partnerships
will sell all their Warrants to the Underwriters, and DLJ will sell 1,082,955 of
its Warrants to the Underwriters, in each case, at a purchase price of $10.61
per Warrant. The Company will then redeem these Warrants for an aggregate of
1,462,721 shares of Common Stock of the remaining 629,863 Warrants, 257,175 will
be sold by DLJ to the Underwriters if the Underwriters' over-allotment options
are exercised in full. If the over-allotment options are exercised in full by
the
 
                                       30
<PAGE>
Underwriters, none of the Warrants will be outstanding after the Offerings (see
"Certain Relationships and Related Party Transactions--The Redemption").
 
PRODUCT LINES
 
    The following table sets forth for each of the years in the three-year
period ended December 31, 1996, the dollar amounts and percentages of sales of
each of the Company's major product lines:
 
<TABLE>
<CAPTION>
                                                   (DOLLARS IN MILLIONS, EXCEPT FOR COPPER PRICE)
                                          ----------------------------------------------------------------
                                                1994 (a)              1995 (a)                1996
                                          --------------------  --------------------  --------------------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
Magnet wire.............................  $   306.9         30% $   388.2         32% $   388.8         29%
Building wire...........................      390.0         39      406.1         34      487.1         37
Communication wire......................      119.3         12      177.5         15      166.8         13
Automotive wire.........................       82.8          8       97.3          8       91.2          7
Industrial wire.........................       63.1          6       63.4          5       71.0          5
Other(b)................................       48.0          5       69.2          6      127.1          9
                                          ---------        ---  ---------        ---  ---------        ---
Total...................................  $ 1,010.1        100% $ 1,201.7        100% $ 1,332.0        100%
                                          ---------        ---  ---------        ---  ---------        ---
                                          ---------        ---  ---------        ---  ---------        ---
Average COMEX copper price per pound....  $    1.07             $    1.35             $    1.06
</TABLE>
 
- ------------------------
 
(a) Due to a reorganization in the third quarter 1995, certain 1994 and 1995
    product line sales have been reclassified.
 
(b) Includes sales of third-party manufactured products, including electrical
    insulating products, electric motors, motor repair parts and pump seals,
    sold through the Company's distribution business unit.
 
    The Company classifies its operations into business units based on the
markets served. An overview of each business unit and the product lines
contained therein is set forth below.
 
    MAGNET WIRE
 
    INDUSTRY.  The independent domestic supply of magnet wire has experienced
continued growth since 1990 and was, by Company estimates, approximately 790
million copper equivalent pounds sold in 1996. Growth in the magnet wire
business is being driven by the increasing demand for electrical devices
containing motors for the home and automobile, along with continuing consumer
and government pressure for higher energy efficiency from these devices (energy
efficient motors utilize materially more magnet wire per unit than traditional
counterparts). Strong consumer demand for greater numbers of electrical
convenience items in homes, offices and vehicles has resulted in increased sales
of household appliances and increased use of electric motors in vehicles.
 
    Due to the substantial capital costs associated with magnet wire production,
the importance to original equipment manufacturers of a reputation for quality
and the stringent technological requirements and the cost efficiencies achieved
by larger magnet wire producers, significant industry consolidation has occurred
during the past ten years. In addition, the percentage of U.S. magnet wire
produced by independent magnet wire manufacturers such as the Company has grown
as the manufacturing capacity of captive magnet wire producers (electrical
equipment manufacturers who internally produce their own magnet wire) has been
reduced as a result of outsourcing over the last several years. Consequently, as
a result of the Company's efforts to maintain and enhance its manufacturing
capabilities, product development efforts and cost efficiencies through capital
spending and its continuous improvement programs, the Company believes that it
has positioned itself as one of the two leading independent domestic producers
of magnet wire based on sales.
 
    PRODUCTS.  The Company's magnet wire business unit offers a comprehensive
product line, including over 500 types of magnet wire used in a wide variety of
electromagnetic devices, such as motors,
 
                                       31
<PAGE>
transformers, control devices, relays, generators and solenoids, for household
and automotive applications. Household products requiring magnet wire include
major appliances (dishwashers, dryers, refrigerators and washing machines),
small kitchen appliances (blenders, can openers and mixers), lawn tools (hedge
trimmers, lawn mowers and power tools) and other products such as air
conditioning units, humidifiers, security systems, overhead lighting and
pole/pad distribution transformers. Automotive products requiring magnet wire
include alternators, anti-lock braking systems, dashboard gauges, wiper motors
and power controls (antenna, seat, steering and windows).
 
    The Company has received ISO 9001 and 9002 and QS9000 certification at all
its magnet wire manufacturing facilities.
 
    SALES AND DISTRIBUTION.  The Company's magnet wire products are sold to
original equipment manufacturers, motor repair shops, coil manufacturers and
independent distributors. Products are marketed nationally through a direct
sales force and the Company's distribution business unit. In 1996, approximately
three-fourths of the Company's magnet wire sales were made directly to end users
and approximately one-fourth were made through distributors.
 
    BUILDING WIRE
 
    INDUSTRY.  The Company estimates that the domestic building wire market was
approximately 1.3 billion copper equivalent pounds sold in 1996. Increased
industry sales volume in recent years has resulted primarily from the level of
repair and remodel activity, as well as new nonresidential and residential
construction. For 1996, approximately two-thirds of industry sales volume was
attributable to repair and remodel activity and one-third to new construction.
Demand is also influenced by growth in electrical needs.
 
    The building wire industry has experienced significant consolidation in
recent years, declining from approximately 28 manufacturers in 1980 to seven
primary manufacturers in 1996. The Company believes this consolidation is due
primarily to cost efficiencies achieved by the larger building wire producers as
they capitalize on the benefits of vertical integration and of manufacturing,
purchasing and distribution economies of scale. The Company has been an active
participant in this industry consolidation with the purchase of the Canadian
assets of BICC Canada in 1996 and the Triangle Acquisition in 1996. See
"--Recent Acquisitions". The Company believes that it is one of the two leading
domestic manufacturers of building wire based on sales.
 
    PRODUCTS.  The Company's building wire business unit, which began
manufacturing building wire in 1933, develops, manufactures and markets a
complete line of building wire. These products include a wide variety of
thermoplastic and thermoset insulated wires for the commercial and industrial
building markets and service entrance cable, underground feeder wire and
nonmetallic jacketed wire and cable for the residential market.
 
    SALES AND DISTRIBUTION.  The Company sells its building wire products
nationally through a direct sales force and a large network of manufacturers
representatives to a large and diverse customer base, consisting primarily of
electrical distributors and consumer product retailers. The Company maintains
numerous stocking locations across the United States and Canada to facilitate
distributors' "just-in-time" inventory practices. The ultimate end users of the
Company's building wire products are electrical contractors and "do-it-yourself"
consumers.
 
    COMMUNICATION WIRE
 
    INDUSTRY.  The Company focuses on two segments of the communication wire
market: (i) outside plant ("OSP") wire and cable for voice communication in the
local loop segment of telephone networks and (ii) premise wire and cable for
voice and data communication in homes and offices for local area computer
networks ("LANs") and other applications. The Company believes that the domestic
copper OSP market was approximately $0.6 billion in 1996 and that the domestic
copper premise wire market was approximately $1.1 billion in 1996.
 
                                       32
<PAGE>
    The local loop segment of the telecommunication network connects homes and
offices to the nearest telephone company switch or central office. Although
other transmission media, such as fiber optic cable, are extensively used for
long distance and trunk lines, copper wire and cable, with its lower
installation cost and ease of repair, is the most widely used medium for
transmission in the local loop, which comprises approximately 160 million
residential and business access lines across the United States. As a result of
consolidation in the OSP copper wire industry, total industry capacity has been
reduced and the number of manufacturers has declined. Demand for OSP wire in the
local loop should benefit from the increasing demand for multiple residential
access lines, as more households install additional access lines for multiple
telephone lines, facsimile machines, access to the Internet and for home
offices.
 
    Premise wire is used within buildings to connect telecommunication devices
(telephones, facsimile machines and computer modems) to the telecommunications
network and to establish LANs. Rapid technological advances in communication and
computer systems have created increasing demand for greater bandwidth
capabilities in data transmission cable products. The Company expects demand for
enhanced premise wire products to increase significantly in the future,
particularly as office buildings are upgraded to accommodate advanced network
requirements. In addition, the Company believes that increasing demand for
multiple residential access lines will increase demand for premise wire. The
demand for product quality and the rapid pace of technological change have
necessitated significant capital investments by manufacturers.
 
    PRODUCTS.  Although the Company continues to have a strong presence in the
OSP market based on sales, it has begun to shift its focus to the premise wire
market, which provides potentially greater growth opportunities than the OSP
market. Sales volumes of the Company's premise wire products have grown at a
CAGR of 50% since 1992. The Company is developing new products in the OSP
segment, such as broad band "extra terrestrial" OSP cable to support new
technologies, and in the premise segment, such as enhanced category five wire
for high-speed LAN applications.
 
    SALES AND DISTRIBUTION.  While a significant amount of OSP wire has
historically been sold directly to domestic telephone companies, recently the
Company has focused its sales of both OSP and premise wire to domestic and
international distributors and representatives who in turn resell to
contractors, international and domestic telephone companies and private overseas
contractors for installation in the industrial, commercial and residential
markets.
 
    AUTOMOTIVE WIRE
 
    INDUSTRY.  The automotive primary wire market has experienced strong growth
over the last decade due to higher production levels of new vehicles and the
significant increase in the installation of electrical options in vehicles,
which deliver increased safety, convenience and engine performance to the
consumer. These electrical options include power windows, supplemental restraint
systems, digital displays, keyless entry, traction control, electronic
suspension and anti-lock brakes. According to the Copper Development
Association, the total content of copper wire per vehicle has grown from
approximately 10 pounds in 1982 to approximately 24 pounds in 1992 and is
expected to grow to approximately 27 pounds by 1998.
 
    The increasing demand for copper wire content in vehicles has created strong
demand for thinner-gauge wire, which in turn requires significant manufacturing
sophistication. The Company and its major competitors also face stringent
demands by automotive manufacturers to improve cost efficiency. These factors
have resulted in higher levels of capital investment and stable product pricing,
as well as industry consolidation.
 
    PRODUCTS.  The Company's automotive wire products include primary wire for
use in engine harnesses, ignition wire, battery cable and specialty wiring
assemblies. Through a joint venture with Raychem Corp., the Company has begun to
market a high-temperature resistant, thinner-gauge automotive wire designed to
meet future specialized needs of the automotive industry.
 
                                       33
<PAGE>
    SALES AND DISTRIBUTION.  The Company sells automotive wire products
primarily to tier one motor vehicle manufacturer suppliers. The Company has
diversified its customer base for automotive wire products through steadily
improving product quality and increased productivity achieved through process
improvements.
 
    Historically, the automotive division of UTC ("UTA") has been the principal
customer for the unit's automotive products, although sales to UTA have declined
in relative terms due to the expansion of the unit's overall customer base. UTA
accounted for approximately 50%, 48% and 40% of the Company's automotive wire
revenues in 1994, 1995 and 1996, respectively. Currently, the Company is in the
midst of a three-year contract with UTA, which expires in October 1997. The
Company and UTA are currently discussing an extension of this contract. Although
the Company expects to be able to extend this contract on reasonable terms, no
assurance can be given that this contract will be extended or, if extended that
it will be on the same terms as the current contract. The loss of UTA as a
customer could materially and adversely affect the Company's automotive wire
business unit.
 
    INDUSTRIAL WIRE
 
    INDUSTRY.  The domestic industrial wire market is estimated by the Company
to be approximately $1.0 billion. Significant factors influencing the growth of
this industry include the construction or expansion of manufacturing plants,
mine expansion and consumer spending for hard goods. Due to the diversity of
product offerings within this industry, the Company's competition is fragmented
across the product lines and markets served by the industrial wire business
unit. The Company's acquisition of Triangle continues the recent industry trend
toward consolidation. See "--Recent Acquisitions".
 
    PRODUCTS.  The Company's industrial wire business unit develops,
manufactures and markets a broad line of industrial wire and cable products,
including appliance wire, motor lead wire, submersible pump cable, power cable,
bulk flexible cord, power supply cord sets, welding cable and recreational
vehicle wire.
 
    SALES AND DISTRIBUTION.  The Company sells industrial wire and cable
products on a nationwide basis, primarily to appliance and power tool
manufacturers, suppliers of electrical and electronic original equipment
manufacturers, electrical distributors and welding products distributors.
Distribution is done by a Company sales force and a large network of
manufacturers representatives.
 
RECENT ACQUISITIONS
 
    The 1995 Refinancing provided the Company with additional financial
flexibility to pursue an active acquisition strategy. Consequently, the Company
has recently acquired several businesses to consolidate its market position in
its core products and realize further benefits from the Company's extensive
manufacturing and distribution capabilities.
 
    In March 1996, the Company acquired the Canadian building and industrial
wire business of BICC Canada. This acquisition increased the Company's presence
in Canada and expanded its building wire product line.
 
    The Brownell Acquisition in 1995 significantly increased the Company's
distribution business, particularly of magnet wire. Brownell had previously
served markets similar to the Company's existing magnet wire distribution
operations, but had purchased all of its products from third party suppliers.
The acquired assets were absorbed into an existing distribution unit now known
as "Essex Brownell". Products sold through Essex Brownell include magnet wire
and other products manufactured by the Company and items purchased from
third-party manufacturers, including electrical motors, electrical insulation
products, motor repair parts and pump seals. Of particular significance, Essex
Brownell provides the Company with an expanded sales channel to small original
equipment motor manufacturers and the motor repair markets.
 
                                       34
<PAGE>
    The Triangle Acquisition, completed in October 1996, was the most
significant acquisition in the Company's recent history. As a result, the
Company increased the size of its building and industrial wire business units,
added manufacturing capacity and broadened the Company's product offerings. The
Company has realized cost savings through the elimination of duplicative
selling, general and administrative expenses and through purchasing economies of
scale. The Company also plans to further improve manufacturing efficiencies by
increasing the product focus of certain manufacturing facilities. The
integration of the Triangle manufacturing facilities has proceeded smoothly and
the contribution to the Company's revenues and net income has exceeded the
Company's expectations.
 
MANUFACTURING PROCESS
 
    Copper rod is the base component for most of the Company's wire products.
The Company buys copper cathode from a variety of producers and dealers and also
reclaims and reprocesses high grade scrap copper from its own operations and
those of other copper wire producers. After the rod is manufactured at the
Company's continuous casting facilities, it is shipped to Company manufacturing
facilities where it is processed into the wire and cable products produced and
sold by the Company. See "--Metals Operations" for a discussion of the Company's
copper rod production.
 
    The manufacturing processes for all the Company's wire and cable products
require that the copper rod be drawn and insulated. Certain products also
require that the drawn copper wire be "bunched" or "cabled" prior to being
insulated.
 
    WIRE DRAWING.  Wire drawing is the process of reducing the metal conductor
diameter by pulling it through a converging die until the specified product size
is attained. Since the reduction is limited by the breaking strength of the
metal conductor, this operation is repeated several times internally within the
machine. As the wire becomes smaller, less pulling force is required. Therefore,
machines operating in specific size ranges are required. Take-up containers or
spools are generally large, allowing one person to operate several machines.
 
    BUNCHING.  Bunching is the process of twisting together single wire strands
to form a concentric construction ranging from seven to over 200 strands. The
major purpose of bunching is to provide improved flexibility while maintaining
current carrying capacity.
 
    CABLING.  Cabling is the process of twisting individual bunched conductors
to form a conductor core. Cabling allows for the production of a very flexible
conductor which is useful in the production of larger products such as welding
cable, battery cable and mining cable. Cabling can also twist together insulated
conductors to form a multi-conductor product.
 
    INSULATING.  The magnet wire insulating materials (enamels) that are
manufactured by the Company's chemical processing facility are polymeric
materials produced by one of two methods. One method involves the blending of
commercial resins that are dissolved in various solvents and then modified with
catalysts, pigments, cross-linking agents and dyes. The other method involves
synthesizing polymer resins to desired molecular weights in reactor systems and
blending these polymers with solvent, catalysts and additives to form enamels.
 
    The enamelling process used in the manufacture of some magnet wire involves
applying several thin coats of liquid enamel and evaporating the solvent in
baking chambers. Some enamels require a specific chemical reaction in the baking
chamber to fully cure the film. Enamels are generally applied to the wires in
excess and are then metered off with dies or rollers; other applications apply
only the required amount of liquid enamel.
 
    Most other wire products are insulated and jacketed with either
thermoplastic or thermoset compounds that are applied to the metal conductor
through an extrusion process. Extrusion involves the feeding, melting and
pumping of a compound through a die to shape it into final form as it is applied
to
 
                                       35
<PAGE>
the wire. The Company has the capability to manufacture both types of jacketing
and insulating compounds.
 
    Once the wire is fabricated, it is packaged and shipped to regional service
centers, stocking agents or directly to customers.
 
METALS OPERATIONS
 
    Copper is the primary component of the Company's overall cost structure,
comprising approximately 54% of the Company's 1996 total cost of goods sold. Due
to the critical nature of copper to its business, the Company has centrally
organized its metals operations. Through centralization, the Company carefully
manages its copper procurement, internal distribution, manufacturing and scrap
recycling processes.
 
    The Company's metals operations are vertically integrated in the production
of copper rod. The Company believes that only a few of its competitors are able
to match this capability. The Company manufactures most of its copper rod
requirements and purchases the remainder from various suppliers.
 
    COPPER PROCUREMENT.  The Company's copper procurement activities are
centralized. In 1996, the Company purchased approximately 285,000 tons of
copper, entirely from North American copper producers and metals merchants.
 
    To ensure a steady supply of copper, the Company contracts with copper
producers and metals merchants. Most contracts have a one-year term. Pricing
provisions vary, but are normally based on the COMEX price, plus a premium.
Premiums cover transportation and payment terms. Additionally, the Company
utilizes COMEX fixed price futures contracts to manage its commodity price risk.
The Company does not hold or issue such contracts for trading purposes.
 
    Historically, the Company has had adequate supplies of copper available to
it from producers and merchants, both foreign and domestic. Competition from
other users of copper has not affected the Company's ability to meet its copper
procurement requirements. However, no assurance can be given that the Company
will be able to procure adequate supplies of copper to meet its future needs.
 
    COPPER ROD PRODUCTION.  The production of copper rod is an essential part of
the Company's manufacturing process and strategy. By manufacturing its own rod,
the Company is able to maintain greater control over the cost and quality of
this critical raw material.
 
    Copper rod is manufactured in a continuous casting process in which high
quality copper cathodes are melted in a shaft furnace. The resultant molten
copper is transferred to a holding furnace and then transferred directly onto a
casting wheel, where it is cooled and subsequently rolled into copper rod. The
rod is subjected to numerous quality control tests to assure that it meets the
high quality standards of the Company's products. Finally, the rod is packaged
for shipment via an automatic in-line coiling and packaging device.
 
    The Company's rod production facilities are strategically located near its
major wire producing plants to minimize freight costs. From its five continuous
casting units, the Company has the capability to produce approximately 85% of
its rod requirements, while purchasing the balance from external sources.
External rod purchases are used to cover rod requirements at manufacturing
locations where shipping the Company-produced rod is not cost effective and when
the Company's rod requirements exceed its production capacity.
 
    COPPER SCRAP RECLAMATION.  The Company's Metals Processing Center receives
clean, high quality copper scrap from the Company's magnet wire plants. Copper
scrap is processed in rotary furnaces, which also have refining capability to
remove impurities. The Company uses a continuous casting process to convert
scrap material directly into copper rod. Manufacturing cost economies,
particularly in
 
                                       36
<PAGE>
the form of energy savings, result from this direct conversion technique.
Additionally, management believes that internal reclamation of scrap copper
provides greater control over the cost to recover the Company's principal
manufacturing by-product. The Company also, from time to time, obtains magnet
wire scrap from other copper wire producers and processes it along with the
internally generated scrap.
 
EXPORTS
 
    Sales of exported goods approximated $52.7 million, $55.5 million and $85.8
million for the years ended December 31, 1994, 1995 and 1996, respectively.
Building wire, magnet wire and communication cables are the Company's primary
exports. Canada and Mexico are the primary export destinations.
 
BACKLOG; RETURNS
 
    The Company has no significant order backlog, because it follows the
industry practice of producing its products on an ongoing basis to meet customer
demand without significant delay. The Company believes that the ability to
supply orders in a timely fashion is a competitive factor in the markets in
which it operates. Historically, returns have had no material adverse effect on
the Company's results of operations.
 
COMPETITION
 
    In each of the Company's businesses, the Company experiences competition
from at least one major competitor. However, due to the diversity of the
Company's product lines as a whole, no single competitor competes with the
Company across the entire spectrum of the Company's product lines. Thus, the
Company's diversity of products and diversity of end users insulate it from
adverse conditions in any one business unit or any one product line. Many of the
Company's competitors do not have such diversity.
 
    As a result of consolidation in the magnet wire industry, the Company
estimates that the three largest independent magnet wire producers represented
over 85% of copper equivalent pounds shipped in 1996. The building wire industry
also has experienced significant consolidation, from approximately 28
manufacturers in 1980 to approximately seven in 1996. The Company has been an
active participant in this industry consolidation with the purchase of the
Canadian building wire assets of BICC Canada and the Triangle Acquisition in
1996. The Company believes that it is one of two leading producers in each of
the magnet wire and building wire markets based on sales.
 
    Many of the Company's products are made to industry specifications, and are
therefore essentially fungible with those of competitors. Accordingly, in these
markets the Company is subject to competition on the basis of price, delivery
time, customer service and its ability to meet specialty needs. The Company
believes that it enjoys strong customer relations resulting from its long
participation in the industry, its emphasis on customer service, its commitment
to quality control, its reliability and its substantial production resources.
The Company's distribution networks enable it to compete effectively with
respect to delivery time. From time to time the Company has experienced reduced
margins in certain markets due to unfavorable market conditions. During 1995 and
the first half of 1996, building wire product pricing (without regard to copper
costs) declined materially, and sales volumes also declined, although to a
lesser extent, due to competitive pricing pressures, excess capacity and
liquidation of inventories by distributors as a result of the significant
increase in copper prices in 1995 and early 1996. The communication wire
business unit also experienced reduced margins in 1994. Expected decreases in
the domestic OSP copper wire market demand may lead to reduced margins in the
communication wire business over the next few years.
 
                                       37
<PAGE>
ENVIRONMENTAL COMPLIANCE
 
    The Company does not believe that compliance with environmental laws and
regulations will have a material effect on the level of capital expenditures of
the Company or its business, financial condition, cash flows or results of
operations. The Company does not currently anticipate material capital
expenditures for environmental control facilities. No material expenditures
relating to these matters were made in 1994, 1995 or 1996. In connection with
the 1988 Acquisition and associated stock purchase agreement with UTC dated
January 15, 1988, UTC indemnified the Company with respect to certain
environmental liabilities. See "--Legal and Environmental Matters."
 
EMPLOYEES
 
    As of December 31, 1996, the Company employed approximately 1,700 salaried
and 3,100 hourly employees in 35 states. Labor unions represent approximately
49% of the Company's work force. Collective bargaining agreements expire at
various times between 1997 and 2000. Contracts covering approximately one-third
of the Company's unionized work force will expire at various times during 1997.
The Company believes that it will be able to renegotiate its contracts covering
such unionized employees on terms that will not be materially adverse to it.
However, no assurance can be given to that effect. The Company believes that its
relations with both unionized and nonunionized employees have been satisfactory.
 
PROPERTIES
 
    At December 31, 1996 the Company operated 28 manufacturing facilities in 16
states. Except as indicated below, all of the facilities are owned by the
Company, and will be subject to certain liens granted to the lenders pursuant to
the Restated Credit Agreement. The Company believes that its facilities and
equipment are reasonably suited to its needs and are properly maintained and
adequately insured.
 
                                       38
<PAGE>
    The following table sets forth certain information with respect to the
manufacturing facilities of the Company at December 31, 1996:
 
<TABLE>
<CAPTION>
                                                                        SQUARE
OPERATION                                           LOCATION             FEET
- --------------------------------------------  ---------------------  -------------
<S>                                           <C>                    <C>            <C>
Magnet Wire.................................  Charlotte, NC               26,000     (Leased)
                                              Fort Wayne, IN             181,000
                                              Franklin, IN                35,000(a)
                                              Franklin, TN               289,000     (Leased)
                                              Kendallville, IN            88,000
                                              Rockford, IL               319,000
                                              Vincennes, IN              267,000
Building Wire...............................  Anaheim, CA                174,000
                                              Columbia City, IN          400,000
                                              Lithonia, GA               144,000
                                              Pauline, KS                501,000
                                              Sikeston, MO               189,000
                                              Tiffin, OH                 260,000
Communication Wire..........................  Chester, SC                218,000
                                              Hoisington, KS             239,000
Automotive Wire.............................  Kosciusko, MS               90,000(b)
                                              Marion, IN                  50,000
                                              Orleans, IN                425,000
Industrial Wire.............................  Florence, AL               129,000
                                              Lafayette, IN              350,000
                                              Pana, IL                   110,000
                                              Pawtucket, RI              412,000
                                              Phoenix, AZ                 34,000
Insulation..................................  Newmarket, NH              132,000
                                              (2 facilities)
                                              Rutland, VT                 61,000
Metals Processing...........................  Columbia City, IN           75,000
                                              Jonesboro, IN               56,000
</TABLE>
 
- ------------------------
 
(a) The total square footage of the Franklin, IN, facility is approximately
    70,000, of which 35,000 square feet is leased to Femco (as described below).
 
(b) Approximately 30,000 square feet is leased.
 
    In addition to the facilities described in the table above, the Company owns
or leases 48 service centers throughout the United States and Canada to
facilitate the sale and distribution of its products. The Company owns and
maintains executive and administrative offices in Fort Wayne, Indiana.
 
    The Company believes that its plants are generally adequate to service the
requirements of its customers. Overall, the Company's plants are substantially
utilized. The extent of current utilization is generally consistent with
historical patterns, and, in the view of management, is satisfactory. The
Company does not view any of its plants as being underutilized, except for
Lafayette, Indiana, which just completed a major capacity expansion to make it
the focus plant for industrial wire products. Most plants operate on 24
hour-a-day schedules, on either a five day or seven day per week basis. During
1996, the Company's facilities operated in excess of 90% capacity.
 
    The property in Franklin, Indiana, is a magnet wire manufacturing facility
occupied by both the Company and a joint venture ("Femco") between the Company
and the Furukawa Electric Company, LTD., Tokyo, Japan. Half of the Franklin,
Indiana, building is leased to Femco, which manufactures and
 
                                       39
<PAGE>
markets magnet wire with special emphasis on products required by Japanese
manufacturers with production facilities in the United States.
 
LEGAL AND ENVIRONMENTAL MATTERS
 
    The Company is engaged in certain routine litigation arising in the ordinary
course of business. While the outcome of litigation can never be predicted with
certainty, the Company does not believe that any of its existing litigation,
either individually or in the aggregate, will have a material adverse effect
upon its business, financial condition, cash flows or results of operations.
 
    The Company's operations are subject to environmental laws and regulations
in each of the jurisdictions in which it operates governing, among other things,
emissions into the air, discharges to waters, the use, handling and disposal of
hazardous substances and the investigation and remediation of soil and
groundwater contamination, both on-site at Company facilities and at off-site
disposal locations. On-site contamination at certain Company facilities is the
result of historic disposal activities, including activities attributable to
Company operations and those occurring prior to the use of a facility by the
Company. Off-site liability includes clean-up responsibilities at various sites,
to be remedied under federal or state statutes, for which the Company has been
identified by the United States Environmental Protection Agency (the "EPA") (or
the equivalent state agency) as a Potentially Responsible Party ("PRP"). Certain
environmental laws have been construed to impose liability for the entire cost
of remediation at a site upon a PRP without regard to fault or the lawfulness of
the disposal activity.
 
    Once the Company has been named as a PRP, it estimates the extent of its
potential liability based upon its past experience with similar sites and a
number of factors, including, among other things, the number and financial
viability of other identified PRPs, the total anticipated cost of the
remediation and the relative contribution by the Company, in volume and type, of
waste at the site. Most of the sites for which the Company is currently named as
a PRP are covered by an indemnity (the "general indemnity") from UTC that was
granted in connection with the 1988 Acquisition. Pursuant to the general
indemnity, UTC agreed to indemnify the Company against losses incurred under any
environmental protection and pollution control laws or resulting from or in
connection with damage or pollution to the environment arising from events,
operations or activities of the Company prior to February 29, 1988, or from
conditions or circumstances existing at or prior to February 29, 1988. In order
to be covered by the general indemnity, the condition, event, and circumstance
must have been known to UTC prior to February 29, 1988. The sites covered by the
general indemnity are handled directly by UTC, and all payments required to be
made are paid directly by UTC. These sites are all mature sites where
allocations have been settled and remediation is well underway or has been
completed. The Company is not aware of any inability or refusal on the part of
UTC to pay amounts that are owing under the general indemnity or any disputes
between the Company and UTC concerning matters covered by the general indemnity.
 
    UTC also provided an additional environmental indemnity, referred to as the
"basket indemnity". This indemnity relates to liabilities arising from
environmental events, conditions or circumstances existing at or prior to
February 29, 1988, that only became known to UTC in the five-year period
commencing February 29, 1988. As to such liabilities, the Company is responsible
for the first $4.0 million incurred. Thereafter, UTC has agreed to indemnify the
Company fully for any liabilities in excess of $4.0 million. The Company is
currently named as a PRP at three sites which meet the criteria for the basket
indemnity. Those sites are Fisher Calo Chemical and Solvents Corporation,
Kingsbury, IN ("Fisher Calo"); Organic Chemicals, Inc., Grandville, MI; and USS
Lead Refinery Inc., East Chicago, IL. Based on records showing very small
quantities of material shipped to Organic Chemicals Inc. and USS Lead Refinery
Inc., the Company has determined that its liability, if any, for these sites
will be de minimis. At Fisher Calo, the Company entered into a consent decree
that defined its share as 0.25% and established an expected liability of $0.1
million, which has been accrued. Expenses at these three sites, up to $4.0
million, will be incurred by the Company rather than UTC, as the basket has not
been exhausted under the basket indemnity.
 
                                       40
<PAGE>
    In addition, there are five sites where the Company is either named as a PRP
or a defendant in a civil lawsuit which are not covered by the general indemnity
or the basket indemnity. They are Ascon Landfill, Huntington Beach, CA; A-1
Disposal Corp., Allegan County, MI; Angola Soya Co., Angola, IN; Milford Mill,
Beaver County, UT; and Uniontown Landfill, Uniontown, IN. Ascon Landfill was an
oil percolation refining center. The Company received a request for information
from the California Department of Toxic Substance Control in 1994 and replied
that it has no records linking the Company to the site. A-1 Disposal Corp.
stored and treated hazardous waste. The Company was one of a number of PRPs who
entered into a consent decree with the Michigan Department of Natural Resources
to clean the site. The Company has paid its assessment for the remediation.
Although the shares and sources of funding for five-year monitoring expenses
have not been established, the Company believes that its share will be minimal.
Angola Soya was a solvent reclamation facility in the 1950s and 1960s. After
receiving notice in 1994 alleging that its spent solvent drums had been
identified at the site, the Company cooperated with the Indiana Department of
Environmental Management to conduct a limited removal of certain of these drums.
No further activity by the Company is expected to be required there. The Milford
Mill site was a copper mill used by the Company in the early 1970s. The Company
is one of four PRPs notified by the EPA. The EPA conducted a removal action at
the site and incurred $0.2 million in costs, for which it is currently seeking
reimbursement from the PRPs. The Uniontown Landfill is the subject of a civil
lawsuit in which the Company is one of several defendants sued by the owner of
the landfill to recover alleged site investigation and groundwater remediation
costs. The Company does not believe that it is responsible for any disposal at
this site and is vigorously defending itself. The Company has provided a reserve
in the amount of $0.9 million to cover environmental contingencies. This accrual
is based on management's best estimate of the Company's exposure in light of
relevant available information, including the allocations and remedies set forth
in applicable consent degrees, third party estimates of remediation costs,
actual remediation costs incurred, the probable ability of other PRPs to pay
their proportionate share of remediation costs, the conditions at each site and
the number of participating parties. The Company currently does not believe that
any of the environmental proceedings in which it is involved and for which it
may be liable will individually or in the aggregate have a material adverse
effect upon its business, financial condition, cash flows or results of
operations. There can be no assurance that future developments will not alter
this conclusion. None of the cases described above involves sanctions, fines or
administrative penalties against the Company.
 
    Since approximately 1990, the Company has been named as a defendant in a
number of product liability lawsuits brought by electricians and other skilled
tradesmen claiming injury from exposure to asbestos found in electrical wire
products produced a number of years ago. During 1996, the number of cases filed
against the Company increased to 95, involving approximately 400 claims. The
Company's strategy is to defend these cases vigorously. The Company believes
that its liability, if any, in these matters and the related defense costs will
not have a material adverse effect either individually or in the aggregate upon
its business, financial condition, cash flows or results of operations. There
can be no assurance, however, that future developments will not alter this
conclusion.
 
                                       41
<PAGE>
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
    The following table sets forth information concerning the people who will
serve as directors and executive officers of the Company following the Offerings
(ages as of January 31, 1997):
 
<TABLE>
<CAPTION>
NAME                              AGE                              POSITION
- ----------------------------      ---      --------------------------------------------------------
<S>                           <C>          <C>
EXECUTIVE OFFICERS:
Steven R. Abbott............          49   President and Chief Executive Officer; Director
Robert J. Faucher...........          52   Executive Vice President
Dominic A. Lucenta..........          43   Senior Vice President
Charles W. McGregor.........          55   Executive Vice President
Debra F. Minott.............          41   Senior Vice President, General Counsel and Secretary
Curtis A. Norton............          51   Senior Vice President
David A. Owen...............          50   Executive Vice President, Treasurer and Chief Financial
                                           Officer
Gregory R. Schriefer........          44   Executive Vice President
DIRECTORS:
Rodney A. Cohen.............          35   Director
Stuart S. Janney, III.......          48   Director
Robert D. Lindsay...........          42   Director
Ward W. Woods...............          54   Director; Chairman of the Board
</TABLE>
 
    The persons designated as directors in tabular form above are all the
current directors of the Company. Within three months of the date of this
Prospectus, one outside director will be appointed to the Board and within one
year of the date of this Prospectus, a second outside director will be appointed
to the Board and these two outside directors will comprise a majority of the
members of the audit and stock option committees of the Board of Directors.
 
    The Restated Certificate provides for a Board of Directors divided into
three classes, with one class to be elected each year to serve for a three-year
term. Concurrent with, or immediately prior to, the consummation of the
Offerings, all directors will be elected to either class A, B or C. Mr. Cohen
and Mr. Janney will be Class A directors, Mr. Lindsay and Mr. Woods Class B
directors and Mr. Abbott will be a Class C director. The term of the initial
Class A directors will expire at the Company's first annual meeting of
stockholders following the date of this Prospectus. The term of the initial
Class B directors will expire at the Company's second annual meeting of
stockholders following the date of this Prospectus, while the term of the
initial Class C directors will expire at the Company's third annual meeting of
stockholders following the date of this Prospectus.
 
    Each executive officer of the Company serves at the pleasure of the Board of
Directors.
 
    STEVEN R. ABBOTT  was appointed President and Chief Executive Officer of the
Company and Essex on February 26, 1996, and has been a director since February
1996. He was President of the Wire and Cable Sector of Essex from September 1995
to February 1996 and President of the Wire and Cable Division of Essex from
September 1993 to September 1995. He was President of the Magnet Wire and
Insulation Division from 1987 to 1993. Mr. Abbott has been employed by the
Company since 1967.
 
    ROBERT J. FAUCHER  was appointed Executive Vice President of the Company in
March 1997. He was appointed Executive Vice President of Essex in September
1995. He was President of the Engineered Products Division of Essex from January
1992 to September 1995 and Vice President, Operations in the Industrial Products
Division of Essex from June 1988 to January 1992. Mr. Faucher joined the Company
in 1985 as Vice President, Planning.
 
                                       42
<PAGE>
    DOMINIC A. LUCENTA  was appointed Senior Vice President of the Company in
March 1997. He was appointed Senior Vice President in charge of Human Resources
of Essex in April 1994. From October 1992 to April 1994 he was Vice President of
Human Resources and from 1990 to 1992 he was Director of Human Resources for
various divisions of Essex. He was director of Risk Management from 1988 to
1990. He joined the Company in 1979.
 
    CHARLES W. MCGREGOR  was appointed Executive Vice President of the Company
in March 1997. He was appointed Executive Vice President of Essex in October
1996. He was President of the Magnet Wire and Insulation Sector of Essex from
September 1995 to October 1996. He was President of the Magnet Wire and
Insulation Division of Essex from September 1993 to September 1995 and prior to
that was Director of Manufacturing for the Division from 1987 to 1993. Mr.
McGregor has been employed by Essex since 1970.
 
    DEBRA F. MINOTT  was appointed Senior Vice President of the Company in March
1997 and was appointed Vice President, General Counsel and Secretary of the
Company in April 1995. She was appointed Senior Vice President and General
Counsel of Essex in October 1994 and was appointed Secretary of Essex in April
1995. She has been employed by the Company since October 1994. From September
1983 to October 1994, Ms. Minott held various legal positions at Eli Lilly &
Company.
 
    CURTIS A. NORTON  was appointed Senior Vice President of the Company in
March 1997. He was appointed Senior Vice President in charge of Corporate
Support Operations of Essex in April 1996. He was Vice President of Corporate
Support Operations from September 1995 to April 1996. He was Vice President of
Purchasing from April 1994 to September 1995 and Director of Purchasing from
1989 to 1994. Mr. Norton has been employed by the Company since 1981.
 
    DAVID A. OWEN  was appointed Executive Vice President of the Company in
March 1997. He was appointed Vice President, Treasurer and Chief Financial
Officer of the Company in March 1993. He was appointed Executive Vice President
and Chief Financial Officer of Essex in March 1994. He had been appointed Vice
President--Finance and Chief Financial Officer of Essex in March 1993, and
Treasurer of Essex in April 1992. Prior to that time, Mr. Owen was Director,
Treasury and Financial Services for Essex. Mr. Owen has been employed by the
Company since 1976.
 
    GREGORY R. SCHRIEFER  was appointed Executive Vice President of the Company
in March 1997. He was appointed Executive Vice President of Essex in October
1996. He was Vice President and General Manager of Building Wire Products from
September 1995 to October 1996 and was Vice President, Manufacturing of the Wire
and Cable Division from April 1994 to September 1995. Mr. Schriefer has been
employed in various positions with the Company since 1981.
 
    RODNEY A. COHEN  has been a director of the Company since March 1996. Mr.
Cohen is a member of the limited liability company that is the general partner
of each of the partnerships comprising BH Group. Since July 1993, Mr. Cohen has
been a principal of a partnership affiliated with BHLP, to which Essex and the
Company paid the fees described in "Certain Relationships and Related Party
Transactions". From September 1991 to July 1993, he was a principal of BSC, a
principal limited partner in two of the partnerships comprising BH Group. Prior
to joining BSC, Mr. Cohen was an associate in the Mergers and Acquisitions
Department of Morgan Stanley & Co. Incorporated. Mr. Cohen is also a director of
a number of private companies. Mr. Cohen was nominated to the Board by BH Group.
 
    STUART S. JANNEY, III  was elected a director of the Company in March 1997.
Mr. Janney was elected in January 1995 as Chairman of the Board of Directors of
Bessemer Securities, LLC ("BSLLC"), Bessemer Securities Corporation ("BSC"), the
Bessemer Group Incorporated, Bessemer Trust Company, N.A. and Bessemer Trust
Company of Florida. BSLLC is the principal limited partner in one, and BSC is
the principal limited partner in two of the partnerships comprising the BH
Group. Prior to January 1995, Mr. Janney was with Alex. Brown & Sons
Incorporated, where he spent nine years, most recently as
 
                                       43
<PAGE>
Managing Director and head of asset management. Mr. Janney is a director of
Graphic Controls Corporation and a number of private companies, foundations and
institutions. Mr. Janney was nominated to the Board by BH Group.
 
    ROBERT D. LINDSAY  is the sole shareholder and president of a corporation
that is a manager of a limited liability company that is the general partner of
each of the partnerships comprising BH Group. He is also the sole shareholder of
corporations that are general partners of a partnership affiliated with BHLP to
which the Company paid the fees described in "Certain Relationships and Related
Party Transactions". Mr. Lindsay was Managing Director of BSC from January 1991
to June 1993. Prior to joining BSC, Mr. Lindsay was a Managing Director in the
Merchant Banking Division of Morgan Stanley & Co. Incorporated. He is the
Chairman of the Board of Metropolitan International, Inc., and a director of
Stant Corporation and several private companies. Mr. Lindsay has been a director
of the Company since October 1992. Mr. Lindsay was nominated to the Board by BH
Group.
 
    WARD W. WOODS  is Chairman of the Board of Directors of Essex International.
Mr. Woods is the sole shareholder and president of a corporation that is the
principal manager of a limited liability company that is the general partner of
each of the partnerships comprising BH Group. He is also the sole shareholder of
corporations that are the managing general partners of a partnership affiliated
with BHLP to which the Company paid the fees described in "Certain Relationships
and Related Party Transactions". Mr. Woods is President and Chief Executive
Officer of BSLLC and BSC. Mr. Woods joined BSC in 1989. For ten years prior to
joining BSC, Mr. Woods was a senior partner of Lazard Freres & Co. LLC, an
investment banking firm. He is Chairman of the Board of Stant Corporation. He is
a director of Boise Cascade Corporation, Freeport-McMoran Copper & Gold, Inc.,
Graphic Controls Corporation, Kelley Oil & Gas Corporation and several private
companies. Mr. Woods has been a director of the Company since October 1992. Mr.
Woods was nominated to the Board by BH Group.
 
    Each of the current executive officers of the Company is listed above.
 
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
 
    Directors of the Company currently receive no compensation for their service
as directors, other than reimbursement of expenses incidental to attendance at
meetings of the Board of Directors or committees thereof. After the consummation
of the Offerings, it is expected that directors will be granted a stipend by the
Board for their service as directors of $25,000 per director per year plus
$1,000 for attendance at each meeting of the Board of Directors or any committee
therof (which payments may be payable, in whole or in part, in options to
purchase shares of Common Stock), plus reimbursement of expenses incidental to
attendance at meetings of the Board of Directors or committees thereof. The
following table sets forth the cash and non-cash compensation paid by or
incurred on behalf of the Company to its Chief Executive Officer and the four
other most highly compensated executive officers for each of the three years
ended December 31, 1996.
 
                                       44
<PAGE>
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                  LONG TERM
                                                                             COMPENSATION AWARDS
                                                             ANNUAL         ----------------------
                                                          COMPENSATION       NUMBER OF SECURITIES
                                                      --------------------   UNDERLYING OPTIONS/       ALL OTHER
                                                       SALARY      BONUS             SARS            COMPENSATION
NAME AND PRINCIPAL POSITION                  YEAR        ($)        ($)              (#)                ($)(A)
- -----------------------------------------  ---------  ---------  ---------  ----------------------  ---------------
<S>                                        <C>        <C>        <C>        <C>                     <C>
Steven R. Abbott.........................       1996    287,993    600,000           125,000              27,531
  President and Chief Executive Officer         1995    193,757    250,000            37,500              12,999
  (b)                                           1994    182,502    200,000            60,000               8,306
Stanley C. Craft (c).....................       1996    325,008          0                 0              15,155
                                                1995    310,004    450,000            50,000              27,905
                                                1994    293,763    400,000            75,000              22,174
Charles W. McGregor......................       1996    167,001    275,000            40,000              11,356
  Executive Vice President                      1995    157,503    210,000            32,500               9,684
                                                1994    132,504    165,000            50,000               7,787
David A. Owen............................       1996    167,001    250,000            37,500               9,195
  Executive Vice President and Chief            1995    157,503    185,000            25,000               8,120
  Financial Officer                             1994    145,257    165,000            50,000               6,894
Robert J. Faucher........................       1996    167,001    250,000            50,000              11,972
  Executive Vice President                      1995    157,503    175,000            25,000              11,356
                                                1994    149,379    145,000            50,000               8,568
Gregory R. Schriefer.....................       1996    129,510    225,000            57,500              11,062
  Executive Vice President
</TABLE>
 
- ------------------------
 
(a) All Other Compensation in 1996 consists of Company contributions to the
    defined contribution and deferred compensation plans on behalf of the
    executive officer and imputed income on excess Company-paid life insurance
    premiums. The following table identifies and quantifies these amounts for
    the named executive officers:
 
<TABLE>
<CAPTION>
                                                   S.R.       S.C.        C.W.        D.A.       R.J.        G.R.
                                                  ABBOTT      CRAFT     MCGREGOR      OWEN      FAUCHER    SCHRIEFER
                                                 ---------  ---------  -----------  ---------  ---------  -----------
<S>                                              <C>        <C>        <C>          <C>        <C>        <C>
    Company matching under the defined
      contribution and deferred compensation
      plans....................................  $  25,700  $   9,750   $   8,498   $   7,478  $  10,335   $  10,635
    Imputed income on excess life insurance
      premiums.................................      1,831      5,405       2,858       1,717      1,637         427
                                                 ---------  ---------  -----------  ---------  ---------  -----------
    Total......................................  $  27,531  $  15,155   $  11,356   $   9,195  $  11,972   $  11,062
                                                 ---------  ---------  -----------  ---------  ---------  -----------
                                                 ---------  ---------  -----------  ---------  ---------  -----------
</TABLE>
 
(b) Mr. Abbott was appointed President and Chief Executive Officer of the
    Company and Essex on February 26, 1996.
 
(c) Mr. Craft served as President and Chief Executive Officer of the Company
    from October 1992 until February 26, 1996, and also of Essex from March 1992
    until February 26, 1996.
 
                                       45
<PAGE>
                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                                              POTENTIAL REALIZABLE
                                                                                                    VALUE AT
                                                                                              ASSUMED ANNUAL RATES
                                                                                                       OF
                                                                                                  STOCK PRICE
                                                                                                APPRECIATION FOR
                                                   INDIVIDUAL GRANTS                            OPTION TERM (A)
                             --------------------------------------------------------------  ----------------------
<S>                          <C>             <C>                  <C>            <C>         <C>        <C>
                               NUMBER OF         % OF TOTAL
                               SECURITIES       OPTIONS/SARS
                               UNDERLYING        GRANTED TO
                              OPTIONS/SARS      EMPLOYEES IN       EXERCISE OR
                                GRANTED        RESPECT OF LAST     BASE PRICE    EXPIRATION
NAME                             (#)(B)          FISCAL YEAR         ($/SH)         DATE      5% ($)      10% ($)
- ---------------------------  --------------  -------------------  -------------  ----------  ---------  -----------
Steven R. Abbott...........       125,000              15.3             10.00       1/30/07    786,118    1,992,178
Stanley C. Craft...........             0                 0            --            --              0            0
Charles W. McGregor........        40,000               4.9             10.00       1/30/07    251,558      637,497
David A. Owen..............        37,500               4.6             10.00       1/30/07    235,835      597,653
Robert J. Faucher..........        50,000               6.1             10.00       1/30/07    314,447      796,871
Gregory R. Schriefer.......        57,500               7.0             10.00           (c)    361,614      916,402
</TABLE>
 
- ------------------------
 
(a) The potential realizable value assumes a per-share market price at the time
    of the grant to be approximately $10.00 with an assumed rate of appreciation
    of 5% and 10%, respectively, compounded annually for 10 years. These values
    are provided pursuant to the rules and regulations of the Commission. No
    assurance can be given as to the appreciation, if any, of the Common Stock.
 
(b) In October 1996 options to purchase 87,500 shares of Common Stock were
    granted. Such options become exercisable on October 1, 1999. In January 1997
    options to purchase 730,000 shares of Common Stock were granted to maintain
    management's equity interest in the Company as a result of the increase in
    total Common Stock outstanding following the 1996 Private Offering and in
    respect of performance for the year ended December 31, 1996 (see "--Stock
    Option Plan"). Such options become exercisable on January 30, 1998.
 
(c) Options to purchase 25,000 and 32,500 shares of Common Stock granted in
    October 1996 and January 1997, respectively, expire on October 1, 2006 and
    January 30, 2007, respectively.
 
    The following table details the December 31, 1996, year-end estimated value
of each named executive officer's unexercised stock options. All unexercised
options are to purchase the number of shares of Common Stock indicated, although
the Board of Directors may require that, in lieu of the exercise of any
Roll-over Options (as defined under "--Stock Option Plan"), such options be
surrendered without payment of the exercise price, in which case the number of
shares issuable upon exercise of such Roll-over Options shall be reduced by the
quotient of (A) the aggregate exercise price otherwise payable upon such
exercise and (B) the amount paid for each share of the Company's common stock in
the Acquisition, in each case as adjusted for any stock splits or other similar
corporate transactions. See "Stock Option Plan".
 
                                       46
<PAGE>
              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                         AND YEAR-END OPTION/SAR VALUES
 
<TABLE>
<CAPTION>
                                                                             NUMBER OF SECURITIES    VALUE OF UNEXERCISED
                                                                            UNDERLYING UNEXERCISED       IN-THE-MONEY
                                                                                OPTIONS/SARS AT         OPTIONS/SARS AT
                                       SHARES ACQUIRED                           YEAR-END (#)            YEAR-END ($)
                                             ON           VALUE REALIZED       EXERCISABLE (E)/        EXERCISABLE (E)/
NAME                                    EXERCISE (#)            ($)          UNEXERCISABLE (U)(A)    UNEXERCISABLE (U)(B)
- ------------------------------------  -----------------  -----------------  -----------------------  ---------------------
<S>                                   <C>                <C>                <C>                      <C>
Steven R. Abbott                                 --                 --              149,000(E)             1,141,811(E)
                                                                                    222,500(U)               417,774(U)
 
Stanley C. Craft                                 --                 --              311,500(E)             2,413,197(E)
                                                                                    125,000(U)               535,608(U)
 
Charles W. McGregor                              --                 --               35,250(E)               233,561(E)
                                                                                    122,500(U)               353,501(U)
 
David A. Owen                                    --                 --               38,500(E)               258,811(E)
                                                                                    112,500(U)               321,365(U)
 
Robert J. Faucher                                --                 --               85,000(E)               624,811(E)
                                                                                    125,000(U)               321,365(U)
 
Gregory R. Schriefer                             --                 --               10,225(E)                80,550(E)
                                                                                     67,500(U)                42,849(U)
</TABLE>
 
- ------------------------
 
(a) The options to purchase Common Stock granted in 1997 with respect to the
    1996 Private Offering and 1996 performance become exercisable on January 30,
    1998. The options to purchase Common Stock granted in 1995 and 1996 become
    exercisable three years from the date of grant. All other options granted
    prior to those issued in 1995 are currently exercisable.
 
(b) The estimated value of in-the-money stock options held at the end of 1996
    assumes a per-share fair market value of approximately $10.00 and per-share
    exercise prices of $2.00, $2.50 and $5.72, as applicable.
 
    PENSION PLANS.  The Company provides benefits under a defined benefit
pension plan (the "Pension Plan") and a supplemental executive retirement plan
(the "SERP"). The following table illustrates the estimated annual normal
retirement benefits at age 65 that will be payable under the Pension Plan and
SERP.
 
                               PENSION PLAN TABLE
 
<TABLE>
<CAPTION>
                                       YEARS OF SERVICE
                ---------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>          <C>
REMUNERATION        15           20           25           30           35
- --------------  -----------  -----------  -----------  -----------  -----------
125,000.....    $    28,125  $    37,500  $    46,875  $    56,250  $    65,625
150,000.....         33,750       45,000       56,250       67,500       78,750
175,000.....         39,375       52,500       65,625       78,750       91,875
200,000.....         45,000       60,000       75,000       90,000      105,000
225,000.....         50,625       67,500       84,375      101,250      118,125
250,000.....         56,250       75,000       93,750      112,500      131,250
300,000.....         67,500       90,000      112,500      135,000      157,500
400,000.....         90,000      120,000      150,000      180,000      210,000
450,000.....        101,250      135,000      168,750      202,500      236,250
500,000.....        112,500      150,000      187,500      225,000      262,500
</TABLE>
 
                                       47
<PAGE>
    The remuneration utilized in calculating the benefits payable under the
Pension Plan and the SERP is the compensation reported in the Summary
Compensation Table under the captions Salary and Bonus. The formula utilizes the
remuneration for the five consecutive plan years within the ten completed
calendar years preceding the participant's retirement date that produces the
highest final average earnings.
 
    As of December 31, 1996, the years of credited service under the Pension
Plan for each of the executive officers named in the Summary Compensation Table
were as follows: Mr. Abbott, twenty-seven years and seven months; Mr. Craft,
twenty-seven years and nine months; Mr. Owen, twenty years and eight months; Mr.
McGregor, twenty-six years and eleven months; Mr. Faucher, twenty-four years and
six months; and Mr. Schriefer, fifteen years and three months.
 
    The benefits listed in the Pension Plan Table are based on the formula in
the Pension Plan using a straight-life annuity and are subject to an offset of
50% of the participant's annual unreduced Primary Insurance Amount under Social
Security. In addition, benefits for credited service for years prior to 1974 are
calculated using the formula in effect at that time and would reflect a lesser
benefit than outlined in the Pension Plan Table for those years. Benefits under
the Pension Plan are also offset by benefits to which the participant is
entitled under any defined benefit plan of UTC (other than accrued benefits
transferred to the Pension Plan).
 
STOCK OPTION PLAN
 
    Grants of options to purchase Common Stock have been made to management and
employees of the Company pursuant to, and are subject to the provisions of, an
Amended and Restated Stock Option Plan, as amended (the "Stock Option Plan"),
and individual stock option agreements. Options granted prior to January 1, 1997
are exercisable: (i) in full, upon the third anniversary of the grant of the
options; (ii) in full, upon the death, retirement or disability of the optionee;
(iii) in part, upon the occurrence of a Company Sale (as defined below), in
which case the option becomes exercisable in a portion equal to the percentage
of the Company's then outstanding voting stock transferred pursuant to the
transactions constituting the Company Sale; and (iv) in part, upon the sale by
BH Group of 25% or more of the then outstanding Common Stock, in which case the
option becomes exercisable in a portion equal to the percentage of the Company's
then outstanding common stock sold by BH Group pursuant to the sale. Options
granted on January 30, 1997, in connection with the Company's 1996 performance
and to maintain management's equity interest in the Company as a result of the
increase in total Common Stock outstanding following the 1996 Private Offering
are exercisable: (i) in full, upon the first anniversary of the grant of the
options and (ii) in full or in part, as described in clauses (ii), (iii) and
(iv) of the prior sentence. Options granted after January 30, 1997, are
exercisable: (i) in full, upon the third anniversary of the grant of the
options, provided that during the second year the option is outstanding it may
be exercised as to not more than one-third (1/3) of the total number of shares
covered by the option and during the third year the option is outstanding it may
be exercised as to, cumulatively, not more than two-thirds (2/3) of the total
number of shares covered by the option, (ii) in full, upon the death, retirement
or disability of the optionee and (iii) in full upon the occurrence of a Change
in Control (as defined below).
 
    Such options are generally not transferable. For the purposes of the Stock
Option Plan, a "Company Sale" is deemed to have occurred if any person (other
than BH Group) becomes the beneficial owner of 50% or more of the combined
voting power of the Company's securities or acquires substantially all the
assets of Essex International or Essex. For the purposes of the Stock Option
Plan, "Change of Control" has the same meaning as under the Termination Benefits
Agreement (as defined under "-- Termination Benefits Agreement").
 
    The Board of Directors of the Company may require that certain options
granted in connection with the Acquisition (the "Roll-over Options") be
surrendered and cancelled without payment of the exercise price. In this event,
the optionee is entitled to receive a number of shares of Common Stock equal to
the number specified in the grant, reduced by the quotient of (A) the aggregate
exercise price otherwise payable upon such exercise divided by (B) the amount
paid for each share of the Company's common
 
                                       48
<PAGE>
stock in the Acquisition, in each case as adjusted for any stock splits or other
similar corporate transactions.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Messrs. Lindsay and Woods are currently members of the Compensation
Committee of the Board of Directors. Subsequent to the Offerings, the Board of
Directors expects to replace one of such directors with an outside director and
to appoint an additional outside director to the committee. The Compensation
Committee fixes the compensation paid to the Company's executive officers, based
in part on the recommendation of Mr. Abbott. See "--Directors and Executive
Officers" and footnote (k) of "Principal and Selling Stockholders" for a
description of the relationship between Messrs. Lindsay and Woods and BH Group
and the information set forth under the caption "Certain Relationships and
Related Party Transactions" for a description of certain transactions between
the Company and BH Group.
 
TERMINATION BENEFITS AGREEMENT
 
    Prior to the consummation of the Offerings, the Company will enter into
agreements (each a "Termination Benefits Agreement") with each of Messrs.
Abbott, Faucher, Lucenta, McGregor, Norton, Owen and Schriefer and with Mrs.
Minott (each an "Executive") providing for certain benefits (the "Termination
Benefits") if the Executive's employment is terminated by the Company or by the
Company's successor following a Change-in-Control (as defined therein) other
than termination (a) by reason of the Executive's death, (b) by reason of the
executives "disability" (as defined therein), (c) as a result of reaching the
retirement age of 65 or (d) for "cause" (as defined therein).
 
    The Company is also obligated to pay Termination Benefits if, following a
Change-in-Control during the term of the agreement, the Executive terminates his
or her employment for "good reason." Good reason includes: (i) the assignment of
duties that are materially inconsistent with the Executive's duties prior to the
Change-in-Control; (ii) a reduction in the Executive's annual salary from that
in effect immediately prior to the Change-in-Control; (iii) failure to maintain
incentive compensation programs for such Executive; (iv) failure to maintain
benefit programs for such Executive; (v) the relocation of the Executive's place
of employment to a place other than the metropolitan area of the Company office
where the Executive was located immediately prior to the Change-in-Control,
except for required travel on the Company's business in accordance with past
practice; (vi) the failure by the Company to obtain an agreement from any
successor to assume and agree to perform the Termination Benefits Agreement;
(vii) failure to reappoint the Executive to the corporate offices held
immediately prior to the Change-in-Control; (viii) a request by the Company or
the person obtaining control of the Company in a Change-of-Control for the
resignation of the Executive; (ix) if terminated, failure to terminate the
Executive's employment in accordance with the Termination Benefits Agreement;
(x) any request by the Company for the Executive to participate in an unlawful
act and (xi) breach by the Company of any provision of the Termination Benefits
Agreement.
 
    The Termination Benefits consist of a payment from the Company to the
Executive of a multiple of the Executive's current annual base salary and
incentive compensation bonus paid within the 12 months preceding the
Change-of-Control. The multiples are as follows: Mr. Abbott three times; and for
the remaining named Executives, two times. The Termination Benefits Agreements
run for a two-year term that automatically extends for one additional year prior
to the start of the second year of the term until notice that the term will not
be extended is provided to the other party. Notwithstanding the prior sentence,
the term of the Termination Benefits Agreement will run for two years from the
time of any Change-of-Control during the term of the Agreement.
 
    The Termination Benefits Agreement also provides that the applicable
Executive will keep confidential all confidential information of the Company and
will not, during the two years following the Executive's termination, solicit
any employee of the Company to leave the Company's employment.
 
                                       49
<PAGE>
    For the purposes of the Termination Benefits Agreements, "Change-in-Control"
means the occurrence of any of the following during the term of the agreement:
(a) any person other than the BH Group acquires 35% or more of the voting power
or common stock of the Company (other than by an acquisition from or by the
Company or any employee benefit plan sponsored by the Company or any Permitted
Reorganization (as defined below)) and owns a greater percentage of the voting
power or common stock of the Company than does the BH Group; (b) a change in the
Company's Board of Directors occurs with the result that the members of the
Board on the Effective Date (the "Incumbent Directors") no longer constitute a
majority of such Board of Directors, provided that any person becoming a
director (other than a director whose initial assumption of office occurs as a
result of either an actual or threatened election contest or other threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board of Directors) whose election or nomination for election was supported by a
majority of the then Incumbent Directors shall be considered an Incumbent
Director for purposes hereof; (c) the stockholders of the Company approve a
reorganization, merger or consolidation of the Company, unless following such
transaction, (i) more than 50% of the voting power and common stock of the
surviving entity is beneficially owned by the prior stockholders of the Company,
in substantially the same proportions as before the transaction, (ii) at least a
majority of the Board of Directors of the surviving entity were members of the
Incumbent Board prior to such transaction and (iii) no person other than the BH
Group acquires 35% or more of the voting power or common stock of the Company
and a greater percentage of the voting power or common stock of the Company than
has the BH Group (a transaction complying with the requirements of this clause
(c) is referred to herein as a "Permitted Reorganization"); or (d) the
stockholders of the Company approve the sale of all or substantially all of the
property or assets of the Company other than in a Permitted Reorganization. A
Change-in-Control will not occur as a result of the Offerings.
 
                                       50
<PAGE>
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
    The following table sets forth certain information regarding the beneficial
ownership of Common Stock (i) immediately prior to the Offerings and (ii) as
adjusted to reflect the sale of shares in the Offerings by (a) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of Common Stock, (b) each of the Company's directors following the
Offerings, (c) each named executive officer, (d) all directors and executive
officers of the Company following the Offerings as a group and (e) each Selling
Stockholder. Unless otherwise noted in the footnotes to the table, the persons
named in the table have sole voting and investment power with respect to all
shares of Common Stock indicated as being beneficially owned by them.
 
<TABLE>
<CAPTION>
                                                     PRIOR TO OFFERINGS (a)                          AFTER THE OFFERINGS
                                                  ----------------------------                 --------------------------------
<S>                                               <C>            <C>            <C>            <C>            <C>
                                                                                SHARES TO BE
                                                    NUMBER OF       PERCENT      SOLD IN THE     NUMBER OF
NAME                                                 SHARES        OWNERSHIP      OFFERINGS       SHARES      PERCENT OWNERSHIP
- ------------------------------------------------  -------------  -------------  -------------  -------------  -----------------
DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL
  STOCKHOLDERS:
Steven R. Abbott(b)(c)(d).......................      306,000.0          1.2          0            306,000.0            1.1
Rodney A. Cohen(e)..............................              0            *          0                    0              *
Robert J. Faucher(b)(c)(f)......................      191,488.5            *          0            191,488.5              *
Stuart S. Janney, III(e)........................              0            *          0                    0              *
Robert D. Lindsay(e)............................              0            *          0                    0              *
Charles W. McGregor(b)(c)(g)....................       73,623.0            *          0             73,623.0              *
David A. Owen(b)(c)(h)..........................       80,914.0            *          0             80,914.0              *
Gregory R. Schriefer(b)(c)......................       37,796.5            *          0             37,796.5              *
Ward Woods(e)...................................              0            *          0                    0              *
All directors and executive officers as a group
  (12 persons(i))...............................   18,330,998.0         74.0          0         18,330,998.0           62.7
Bessemer Holdings, L.P.(b)(j)(k)(l).............   17,548,165.5         71.9          0         17,548,165.5           60.8
SELLING STOCKHOLDERS:
The Goldman Sachs Group, L.P.(m)(n).............    3,707,724.0         14.5       802,822.5     2,528,189.0            8.8
DLJ International Partners, C.V.(o)(p)..........    2,743,962.5         10.5     1,370,839.5     1,009,050.0            3.4
Chase Equity Associates(q)(r)...................    1,104,869.0          4.5       377,593.0       727,276.0            2.5
 
John L. Cox(c)..................................       50,048.5            *        25,000.0        25,048.5              *
Stanley C. Craft(c).............................      230,750.0            *        75,000.0       155,750.0              *
David O. McMahan(c).............................       66,745.0            *        18,745.0        48,000.0              *
Frederick M. Zinser(c)..........................      226,055.0            *        80,000.0       146,055.0              *
</TABLE>
 
- ------------------------
*   Represents holdings of less than one percent.
 
(a) Prior to the Offerings, there were 27,240,717 shares of Common Stock
    outstanding, including 2,833,369 shares of Common Stock issuable upon
    exercise of the Warrants. Percentages have been calculated assuming, in the
    case of each person or group listed, the exercise of all warrants and
    options owned (that are exercisable within sixty days following the date of
    this Prospectus) by each such person or group, respectively, but not the
    exercise of any warrants or options owned by any other person or group
    listed.
 
(b) All shares of Common Stock owned by executive officers, employees, former
    employees and retirees of the Company, or their respective estates (a total
    of 2,135,996 shares), currently are subject to a proxy held by BHLP. This
    proxy will terminate upon consummation of the Offerings. Pursuant to the
    terms of certain option agreements, the aggregate number of shares issuable
    upon exercise of such options can be reduced. See "Management--Stock Option
    Plan".
 
(c) The address for each of these beneficial owners is c/o Essex International
    Inc., 1601 Wall Street, Fort Wayne, Indiana 46802.
 
(d) Includes 149,000 shares issuable upon exercise of options held by Mr.
    Abbott, 136,500 of which, pursuant to the applicable option agreement, may
    be reduced to 88,076 shares.
 
(e) The address for each of these directors is c/o BHLP, 630 Fifth Avenue, New
    York, NY 10111.
 
(f)  Includes 85,000 shares issuable upon exercise of options held by Mr.
    Faucher, 72,500 of which, pursuant to the applicable option agreement, may
    be reduced to 45,598 shares.
 
(g) Includes 35,250 shares issuable upon exercise of options held by Mr.
    McGregor, 22,750 of which, pursuant to the applicable option agreement, may
    be reduced to 14,438.5 shares.
 
(h) Includes 38,500 shares issuable upon exercise of options held by Mr. Owen,
    26,000 of which, pursuant to the applicable option agreement, may be reduced
    to 16,420 shares.
 
(i)  Consists of the 17,548,165.5 shares of Common Stock owned by BH Group,
    that, together with the shares described below, may be deemed to be
    beneficially owned by Messrs. Woods, Lindsay and Cohen (which beneficial
    ownership is disclaimed by Messrs. Woods, Lindsay and Cohen--see footnote
    (j) below), 430,807.5 shares of Common Stock owned by the executive officers
    of Essex International included in this group, 352,025 shares of Common
    Stock issuable to the executive officers of Essex International included in
    this group upon
 
                                       51
<PAGE>
    exercise of options which, pursuant to the applicable option agreements, may
    be reduced and excludes 1,506,443 shares of Common Stock, along with
    982,896.5 shares of Common Stock issuable upon exercise of options (also
    subject to reduction) owned by other employees, former employees and
    retirees of the Company.
 
(j)  BHLP is a limited partnership the only activity of which is to make private
    structured investments. The primary limited partner of BHLP is BSC. Each of
    Messrs. Woods and Lindsay, directors of the Company, and Mr. Michael B.
    Rothfeld, is a sole shareholder of a corporation that is a manager and
    controls a family partnership that is a member of the limited liability
    company that is the sole general partner of BHLP. Mr. Cohen, a director of
    the Company, also is a member of that limited liability company. That
    limited liability company is also the sole general partner of six other
    limited partnerships that hold in the aggregate 4,175,173 additional shares
    of Common Stock (see footnote (l) below). Mr. Janney is a director of BSC
    and BSLLC. BSC is a principal limited partner of BHLP and Bessec Holdings,
    L.P. BSLLC is a principal limited partner of Bessec Holdings, L.P. (see
    footnote (l) below). In addition, Messrs. Woods, Lindsay and Rothfeld are
    the sole shareholders of corporations that are the general partners of, and
    Mr. Cohen is a principal of, the partnership affiliated with BHLP to which
    the Company paid the fees described in "Certain Relationships and Related
    Party Transactions". Mr. Woods is the President and Chief Executive Officer
    of BSLLC and BSC. Each of Messrs. Woods, Lindsay, Rothfeld and Cohen
    disclaims beneficial ownership of the shares of Common Stock owned or
    controlled by BHLP and such other limited partnerships.
 
(k) The share ownership figure for BHLP includes 20,202 shares held by Bessemer
    Holdings Special Situations, L.P., 1,140,562.5 shares held by BGE Partners,
    L.P., 1,036,875 shares held by BNE Partners, L.P., 1,140,562.5 shares held
    by BTE Partners, L.P., 599,500 shares held by BCE Partners, L.P. and 237,471
    shares held by Bessec Holdings, L.P., affiliates of BHLP.
 
(l)  The address for BHLP is 630 Fifth Avenue, New York, NY 10111.
 
(m) Represents in the aggregate 2,587,172.5 shares of Common Stock and warrants
    to purchase 1,120,551.5 shares of Common Stock owned by the GS Partnerships,
    of which affiliates of The Goldman Sachs Group, L.P. ("GS Group") are the
    general partner or managing general partner, including (i) 2,532,493 shares
    of Common Stock and warrants to purchase 1,092,538 shares of Common Stock
    owned by GS Capital Partners, L.P., (ii) 34,120 shares of Common Stock and
    warrants to purchase 17,480.5 shares of Common Stock owned by Stone Street
    Fund 1992, L.P. and (iii) 20,559.5 shares of Common Stock and warrants to
    purchase 10,533 shares of Common Stock owned by Bridge Street Fund 1992,
    L.P. The GS Partnerships share voting and investment authority with certain
    of their affiliates. GS Group disclaims beneficial ownership of the shares
    owned by the GS Partnerships to the extent interests in such partnerships
    are owned by persons other than GS Group and its affiliates. If the
    Underwriters' over-allotment options are exercised in full, the GS
    Partnerships will sell an additional 406,038.5 shares of Common Stock and
    will have 2,122,150.5 shares of Common Stock after the Offerings,
    representing 7.3% of the outstanding shares of the Common Stock after the
    Offerings.
 
(n) The address for GS Group and the GS Partnerships is 85 Broad Street, New
    York, NY 10004.
 
(o) Represents in the aggregate 1,031,145 shares of Common Stock and Warrants to
    purchase 1,712,817.5 shares of Common Stock owned by DLJ International
    Partners, C.V. and its affiliates, including (i) 1,031,145 shares of Common
    Stock owned by DLJ International Partners, C.V., (ii) Warrants to purchase
    942,437 shares of Common Stock owned by DLJ Merchant Banking Partners, L.P.,
    (iii) Warrants to purchase 457,867.5 shares of Common Stock owned by DLJ
    Merchant Banking Funding, Inc. and (iv) Warrants to purchase 312,513 shares
    of Common Stock owned by DLJ First ESC LLC. If the Underwriters'
    over-allotment options are exercised in full, DLJ International Partners,
    C.V. and its affiliates will sell an additional 154,824 shares of Common
    Stock and 257,175 Warrants, which will be redeemed in exchange for 170,716.5
    shares of Common Stock, and DLJ International Partners, C.V. and such
    affiliates will have 224,363.5 remaining shares of Common Stock and Warrants
    to purchase 372,688 shares of Common Stock after the Offerings, representing
    1.3% of the outstanding shares of the Common Stock after the Offerings.
 
(p) The address for DLJ International Partners, C.V. is c/o John P. Gorsiraweg
    6, Willemstad, Curacao, Netherlands Antilles, and the address for the other
    affiliates of DLJSC is 277 Park Avenue, New York, NY 10172.
 
(q) The share ownership figure for CEA does not include 599,500 shares of Common
    Stock in which CEA has an indirect ownership interest through its limited
    partnership interest in BCE Partners, L.P. If the Underwriters' over-
    allotment options are exercised in full, CEA will sell an additional 130,921
    shares of Common Stock and will have 596,355 shares of Common Stock after
    the Offerings, representing 2.1% of the outstanding shares of Common Stock
    after the Offerings.
 
(r) The address for CEA is 380 Madison Avenue, New York, NY 10017.
 
                                       52
<PAGE>
              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
ADVISORY SERVICES
 
    The Company incurred advisory fees of approximately $1.0 million for each
year during the three-year period ending December 31, 1996, payable to an
advisory partnership that is an affiliate of BHLP. Pursuant to an advisory
services agreement among Essex International, Essex and the advisory
partnership, Essex agreed to pay such affiliate an annual advisory fee of $1.0
million. The agreement is terminable by any party on 30 days prior notice to the
other parties. See footnote (j) of "Principal and Selling Stockholders" for a
description of the relationship of Messrs. Woods, Lindsay and Cohen, directors
of the Company, to such BHLP affiliate.
 
    Pursuant to an engagement letter dated July 22, 1992, as amended by a letter
agreement dated October 9, 1992 (collectively, the "Engagement Letter"), DLJSC
and Goldman Sachs acted as underwriters in the offering of the Essex Senior
Notes in 1993, and in such capacity received aggregate underwriting discounts
and commissions of $5.3 million. The Engagement Letter will terminate effective
upon the consummation of the Offerings, other than the indemnification and
contribution obligations thereunder.
 
1996 PRIVATE OFFERING
 
    In July 1996, the Board of Directors of the Company approved the 1996
Private Offering which consisted of an offering of shares of Common Stock to
certain stockholders of the Company and certain limited partnerships affiliated
with BH Group at $10.00 per share of Common Stock. BH Group, the GS Partnerships
and CEA purchased an aggregate of 5,930,000 shares of Common Stock at that
price. DLJ, also a stockholder of the Company, elected not to purchase shares of
Common Stock at that price in the 1996 Private Offering. In December 1996, as
part of the 1996 Private Offering, certain management employees of the Company,
including each executive officer, purchased an aggregate of 437,708.5 shares of
Common Stock at $10.00 per share of Common Stock.
 
WARRANT AGREEMENT
 
    In connection with the Acquisition, the Company (as successor to B E
Acquisition Corporation), the GS Partnerships and DLJ entered into a Warrant
Agreement (the "Warrant Agreement"), dated as of October 9, 1992. Set forth
below is a summary of certain terms of the Warrant Agreement.This summary does
not purport to be complete and is subject to, and is qualified in its entirety
by, the Warrant Agreement, which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. Capitalized terms used under this
caption but not defined have the meanings given to them in the Warrant
Agreement.
 
    NUMBER.  Following the Offerings, there will be 629,863 Warrants outstanding
to purchase       shares of Common Stock (no Warrants will be outstanding if the
Underwriters' over-allotment options are exercised in full).
 
    EXERCISE PRICE.  The Warrants are exercisable for a cash payment of $5.72
per share.
 
    EXERCISABILITY.  The Warrants are exercisable at any time prior to their
expiration date.
 
    ANTI-DILUTION PROVISIONS. The Warrant Agreement contains customary
anti-dilution provisions, including upon the occurrence of stock dividends or
stock splits and stock issuances at less than the Current Market Price (as
defined in the Warrant Agreement) or less than the Exercise Price.
 
    EXPIRATION.  The Warrants expire on October 9, 2004.
 
                                       53
<PAGE>
THE REDEMPTION
 
    At or prior to the closing of the Offerings, the GS Partnerships will sell
all their Warrants to the Underwriters and DLJ will sell 1,082,955 of its
Warrants to the Underwriters. DLJ may also sell up to 257,175 Warrants to the
Underwriters in connection with the exercise of the Underwriters' over-allotment
options. The Warrants obtained by the Underwriters from the GS Partnerships and
from DLJ will be redeemed by the Company at or prior to the closing of the
Offerings for an aggregate of 1,462,721 shares of Common Stock (or 1,633,438
shares of Common Stock if the Underwriters' over-allotment option is exercised
in full). All such shares of Common Stock obtained by the Underwriters as a
result of the redemption of the Warrants will be offered by the Underwriters in
the Offerings. Unless the context otherwise requires, shares of Common Stock
sold in the Offerings by the Underwriters as a result of the redemption of
Warrants are treated as if the corresponding number of shares of Common Stock
were sold by the GS Partnerships or DLJ. The redemption of the Warrants by the
Company as described in this paragraph is referred to herein as the
"Redemption".
 
    BH Group, the GS Partnerships, DLJ and CEA have various rights to require
the registration of their shares of Common Stock. See "Shares Eligible for
Future Sale--Registration Rights".
 
MANAGEMENT STOCKHOLDERS AGREEMENT
 
    The members of Essex's management who are stockholders of the Company (each
a "Management Stockholder") are each parties to the Management Stockholders and
Registration Rights Agreement dated as of October 9, 1992, as amended (the
"Management Stockholders Agreement"), which relates to the ownership of their
Common Stock. All Common Stock held by a Management Stockholder, whether
obtained before, as a result of, or subsequent to, the Offerings, is subject to
the Management Stockholders Agreement.
 
    Set forth below is a summary of certain terms of the Management Stockholders
Agreement. The summary does not purport to be complete and is subject to, and is
qualified in its entirety by, the Management Stockholders Agreement, which is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part.
 
    TRANSFER RESTRICTIONS.  The Management Stockholders Agreement provides that
Management Stockholders may not transfer, sell, assign, pledge, hypothecate or
otherwise dispose of (collectively, "Transfer") any of their Common Stock except
as provided in the Management Stockholders Agreement. This restriction will
expire 90 days after the closing of the Offerings.
 
    RIGHT OF FIRST REFUSAL.  If any Management Stockholder receives a bona fide
offer to purchase any of his or her Common Stock, such Management Stockholder
may Transfer such Common Stock only after offering such Common Stock first to
the Company and then, if not accepted by the Company, to BH Group, in each case
on the same terms and conditions as the bona fide offer. This restriction will
expire 90 days after the closing of the Offerings.
 
    TAG-ALONG RIGHTS.  Subject to certain exceptions, if at any time BH Group
proposes to sell to a third party or parties, directly or indirectly (other than
in a public offering), any shares of Common Stock, then provision will be made
whereby each Management Stockholder will be given the right to sell an equal
proportion of his or her Common Stock to such third party or parties on terms
identical to those applicable to such proposed sale.
 
    PUT OPTIONS.  Subject to certain exceptions, including those related to the
Company's credit facilities, if any Management Stockholder's employment with the
Company is terminated prior to the Offerings, then such Management Stockholder
or his or her estate will have the right for one year following the date of
termination of employment to sell to the Company (or its designee) any or all
shares of Common Stock then held by such Management Stockholder or his or her
estate for their fair market value if the
 
                                       54
<PAGE>
termination was due to the death, disability or retirement of the Management
Stockholder or for the lower of fair market value and the price paid for the
shares of Common Stock by the Management Stockholder, if the termination was for
a reason other than the death, disability or retirement of the Management
Stockholder.
 
    REGISTRATION RIGHTS.  Management Stockholders have the right to "piggyback"
or include their Common Stock in any registration of Common Stock (i) demanded
by BH Group or any other stockholder (unless the Company is contractually
prohibited from granting such piggyback rights) or (ii) for a primary offering
by the Company (other than any registration relating to employee benefit or
similar plans or acquisitions of companies by the Company), subject to the right
of the managing underwriter to restrict the size of the registration if the
number of shares requested to be sold by Management Stockholders would have an
adverse effect on the offering. BH Group may demand registration of Common Stock
held by it at any time. These provisions will survive the Offerings.
 
    TERMINATION.  The Management Stockholders Agreement (other than with respect
to pending purchases and sales) will terminate thirty days following BH Group
ceasing to have beneficial ownership of 7,000,000 shares of Common Stock.
 
LIMITATIONS ON LIABILITY OF OFFICERS AND DIRECTORS
 
    The Restated Certificate and the By-laws provide broadly for indemnification
of the officers and directors of the Company. The Restated Certificate provides
that no director shall be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. The
effect of the provision in the Restated Certificate is to eliminate the right of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or recession in the event of a breach of a director's duty of care.
The By-laws also provide a broad right of indemnification to the directors,
officers, employees and agents of the Company. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors or
officers pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
 
                                       55
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK
 
    Upon consummation of the Offerings, the authorized capital stock of the
Company will consist of 150,000,000 shares of Common Stock, par value $.01 per
share, and 5,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock"). However, the number of shares of authorized Common Stock or
Preferred Stock may, at any time, be increased or reduced (but not below the
number of shares of Common Stock or Preferred Stock outstanding) by the holders
of a majority of voting power of the stock of the Company.
 
PREFERRED STOCK
 
    No shares of Preferred Stock are currently outstanding and no shares of
Preferred Stock will be outstanding immediately after the closing of the
Offerings. The Board of Directors has the authority, without further action by
the stockholders, to issue up to 5,000,000 shares of Preferred Stock in one or
more series and to fix the rights, preferences, qualifications, limitations and
restrictions of each such series. Although it presently has no intention to do
so, the Board of Directors, without stockholder approval, could issue Preferred
Stock with voting, conversion or other rights that could adversely affect the
voting power of the holders of Common Stock and that could have certain
anti-takeover effects.
 
COMMON STOCK
 
    As of December 31, 1996, there were 24,056,557.5 shares of Common Stock
outstanding and held of record by approximately 73 stockholders.
 
    Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Such stockholders
have no right to cumulate their votes in the election of directors. Subject to
preferences that may be applicable to any outstanding shares of Preferred Stock,
holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and liquidation preferences of any outstanding shares of
Preferred Stock. Holders of Common Stock have no right to convert their Common
Stock into any other securities. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are, and all shares of Common Stock to be outstanding upon completion of
the Offerings will be, duly authorized, validly issued, fully paid and
nonassessable.
 
    After the consummation of the Offerings, BH Group will beneficially own
approximately 60.8% of the Common Stock (54.8% on a fully diluted basis) or
60.0% (54.9% on a fully diluted basis), assuming that the Underwriters'
over-allotment options are exercised in full. As long as BH Group continues to
own in the aggregate a large percentage of the outstanding shares of Common
Stock, BH Group will have the power to elect the entire Board of Directors of
the Company and, in general, to determine (without the consent of the Company's
other stockholders) the outcome of any corporate transaction or other matter
submitted to the stockholders for approval, including mergers, consolidations
and the sale of all or substantially all of the Company's assets, to prevent or
cause a change in control of the Company, and to approve substantially all
amendments to the Restated Certificate. See "Risk Factors--Principal
Stockholders".
 
CERTAIN ANTI-TAKEOVER MATTERS
 
    The Restated Certificate and By-laws will, upon consummation of the
Offerings, include a number of provisions that may have the effect of
encouraging persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with the Board of Directors rather than pursue
non-negotiated takeover attempts. These provisions include:
 
                                       56
<PAGE>
    CLASSIFIED BOARD OF DIRECTORS.  The Restated Certificate provides for a
Board of Directors divided into three classes, with one class to be elected each
year to serve for a three-year term. As a result, at least two annual meetings
of stockholders may be required for the stockholders to change a majority of the
Board of Directors. In addition, the stockholders of the Company can only remove
directors for cause. The classification of directors and the inability of
stockholders to remove directors without cause will make it more difficult to
change the composition of the Board of Directors, but will promote a continuity
of existing management.
 
    ADVANCE NOTICE REQUIREMENTS.  The By-laws establish advance notice
procedures with regard to stockholder proposals relating to the nomination of
candidates for election as directors or new business to be brought before
meetings of stockholders of the Company. These procedures provide that notice of
such stockholder proposals must be timely given in writing to the Secretary of
the Company prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to the meeting. The
notice must contain certain information specified in the By-laws.
 
    SPECIAL MEETINGS OF STOCKHOLDERS.  The By-laws deny stockholders the right
to call a special meeting of stockholders. The By-laws provide that special
meetings of the stockholders may be called only by the Company's Chief Executive
Officer or a majority of the Board of Directors.
 
    WRITTEN CONSENT OF STOCKHOLDERS.  The Restated Certificate requires all
stockholder actions to be taken by a vote of the stockholders at an annual or
special meeting, unless the action is approved by a majority of the Board of
Directors. In case of such approval, the action may be taken by written consent
of the number of stockholders otherwise required for approval of such action,
subject to compliance with the notice and other requirements of the Restated
Certificate and By-laws.
 
    AMENDMENT OF BY-LAWS AND CHARTER.  The By-laws and the Restated Certificate
require the approval of 66 2/3% of the voting shares for amending any By-law or
those provisions of the Restated Certificate described in this section. These
provisions will make it more difficult to dilute the anti-takeover effects of
the By-laws and Restated Certificate.
 
    BLANK CHECK PREFERRED STOCK.  The Restated Certificate provides for
5,000,000 authorized shares of Preferred Stock, none of which has been issued.
The existence of authorized but unissued Preferred Stock may enable the Board of
Directors to render more difficult or to discourage an attempt to obtain control
of the Company by means of a merger, tender offer, proxy contest or otherwise.
For example, if in the due exercise of its fiduciary obligations, the Board of
Directors were to determine that a takeover proposal is not in the Company's
best interests, the Board of Directors could cause shares of Preferred Stock to
be issued without stockholder approval in one or more private offerings or other
transactions that might dilute the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder group. In this regard, the
Restated Certificate grants the Board of Directors broad power to establish the
rights and preferences of authorized and unissued Preferred Stock. The issuance
of shares of Preferred Stock pursuant to the Board of Directors' authority
described above could decrease the amount of earnings and assets available for
distribution to holders of Common Stock and adversely affect the rights and
powers, including voting rights, of such holders and may have the effect of
delaying, deferring or preventing a change in control of the Company. The Board
of Directors currently does not intend to seek stockholder approval prior to any
issuance of Preferred Stock, unless otherwise required by law.
 
LISTING
 
    The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "SXC" subject to official notice of issuance.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for the Common Stock is The Bank of New
York. Its address is 101 Barclay Street, New York, NY 10286, and its telephone
number is (212) 815-2454.
 
                                       57
<PAGE>
                      DESCRIPTION OF CERTAIN INDEBTEDNESS
 
RESTATED CREDIT AGREEMENT
 
    In October 1996, Essex International and Essex entered into the Essex
Revolving Credit Agreement with the lenders named therein and The Chase
Manhattan Bank, as Administrative Agent. Prior to the Effective Date, the Essex
Revolving Credit Agreement will be amended and restated as the Restated Credit
Agreement, which amendment and restatement will become effective on the
consummation of the Offerings.
 
    Set forth below is a summary of certain terms of the Restated Credit
Agreement. The summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the Restated Credit Agreement, which
is included as an exhibit to the Registration Statement of which this Prospectus
is part. For the purposes of the following discussion, capitalized terms used
therein and not otherwise defined have the meanings given to them in the
Restated Credit Agreement.
 
    GENERAL.  The Restated Credit Agreement provides for up to $370.0 million in
revolving loans, subject to specified percentages of eligible assets and reduced
by outstanding borrowings under the Company's Canadian Credit Agreement and
unsecured bank lines of credit. The Restated Credit Agreement also provides a
$25.0 million letter of credit subfacility and terminates on October 31, 2001.
As of December 31, 1996, the Company had outstanding borrowings of $179.9
million under the Essex Revolving Credit Agreement and $61.7 million of undrawn
capacity based upon the Borrowing Base at that time of $272.5 million, reduced
by outstanding borrowings under (i) the Essex Revolving Credit Agreement ($179.9
million), (ii) unsecured bank lines of credit ($25.0 million) and (iii) the
Canadian Credit Agreement ($5.9 million).
 
    The Restated Credit Agreement is secured by all the capital stock of Essex
and substantially all the Company's assets and real property.
 
    PREPAYMENTS.  The Restated Credit Agreement may be repaid by the Company at
any time without penalty. The Restated Credit Agreement is subject to mandatory
prepayment if certain amounts outstanding under the Restated Credit Agreement
exceed the Borrowing Base or the Senior Note Indenture Revolving Credit
Incurrence Limit. At December 31, 1996, the Borrowing Base was $272.5 million
and the Senior Note Indenture Revolving Credit Incurrence Limit was $269.5
million.
 
    INTEREST RATE.  Loans under the Restated Credit Agreement bear interest at
rates, depending on the type of loan incurred, of (i) adjusted LIBOR plus a
spread based on certain financial ratios, which spread ranges from 0.375% to
1.500% or (ii) bank prime plus a spread based on certain financial ratios, which
spread ranges from 0% to 0.500%. The effective interest rate can be reduced by
0.375% to 1.125%, if certain specified financial conditions are achieved.
 
    FEES.  Commitment fees during the revolving loan period are 0.125%, 0.150%,
0.200%, 0.250%, 0.300%, or 0.375% of the average daily unused portion of the
available credit based upon the Company's Leverage Ratio. The Company's Leverage
Ratio as of December 31, 1996, was 3.07 to 1.00.
 
    NEGATIVE COVENANTS.  The Company is required to maintain a ratio of
Consolidated Current Assets to Consolidated Current Liabilities of 2.00 to 1.00.
As of December 31, 1996, this ratio was 2.45 to 1.00. The Company is required to
maintain Consolidated Net Worth of not less than the sum of, subject to certain
adjustments, (a) $80 million, (b) 50% of the Company's Consolidated Net Income,
(c) 100% of the Net Cash Proceeds of any Common Equity Offering by the Company
and (d) 100% of any capital contribution made to the Company by one of its
stockholders. As of December 31, 1996, the Company's Consolidated Net Worth was
$158.7 million or 152% of that required to be maintained.
 
    The Restated Credit Agreement also requires the maintenance of an Interest
Coverage Ratio of not less than 2.00 to 1.00, a Leverage Ratio prior to March
31, 1998, of not more than 5.00 to 1.00 decreasing
 
                                       58
<PAGE>
to 4.00 to 1.00 by March 31, 2000, and a Senior Secured Leverage Ratio prior to
March 31, 1998, of not more than 3.00 to 1.00 decreasing to 2.25 to 1.00 by
March 31, 2000. As of December 31, 1996, the Company's Interest Coverage Ratio,
Leverage Ratio and Senior Secured Leverage Ratio were 3.73 to 1.00, 3.07 to 1.00
and 1.37 to 1.00, respectively.
 
    The Restated Credit Agreement contains other customary covenants, including
covenants on the incurrence of indebtedness, liens and guarantees, mergers,
sales of assets, lease obligations, investments and, with certain exceptions,
prepayment of indebtedness and transactions with affiliates. Capital
Expenditures are generally limited to $40.0 million per year plus any unspent
carry over from prior years. The Restated Credit Agreement also restricts the
payment of dividends by Essex to the Company and prohibits the payment of
dividends by Essex International to its stockholders.
 
    EVENTS OF DEFAULT.  The Restated Credit Agreement contains customary events
of default, including a failure to pay principal or interest, a material
inaccuracy of a representation or warranty, a failure to comply with certain
covenants, a default on other indebtedness in excess of $5.0 million, any
Security Document ceasing to be in full force and effect and the entry of
certain unbonded or unstayed judgments or decrees against the Company of $2.0
million or more. In addition, it is an event of default (i) if BH Group
beneficially owns less than 20%, on a fully diluted basis, of the voting power
for the election of directors of the Company, (ii) if any person or group (other
than BH Group), has the power to vote a greater percentage of the voting power
for the election of directors of the Company than does the BH Group, (iii) if
any person or group, other than a group consisting solely of BH Group, DLJ, the
GS Partnerships and certain officers or employees of the Company have acquired
the power to exercise a controlling influence over the management of policies of
the Company or (iv) if a Change of Control (as defined in the Essex Senior Note
Indenture) occurs. In the case of an event of default, all revolving credit
commitments may terminate and all amounts outstanding under the Essex Revolving
Credit Agreement may become due and payable. The Offerings will not trigger an
event of default.
 
SENIOR NOTES
 
    In May 1993, Essex issued $200 million aggregate principal amount of notes
(the "Essex Senior Notes") pursuant to an indenture (the "Essex Senior Note
Indenture") between Essex and NBD Bank, National Association, as trustee. Set
forth below is a summary of certain terms of the Essex Senior Note Indenture.
The summary does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the Essex Senior Note Indenture, which is
included as an exhibit to the Registration Statement of which this Prospectus is
part. For the purposes of the following discussion, capitalized terms used
therein and not otherwise defined have the meanings given to them in the Essex
Senior Note Indenture.
 
    GENERAL.  The Essex Senior Notes bear interest at 10% per annum, payable
semiannually and are due in May 2003. The Essex Senior Notes are general
unsecured obligations of Essex limited to $200 million aggregate principal
amount.
 
    REDEMPTION.  At the option of the Company, the Essex Senior Notes may be
redeemed, commencing in May 1998, in whole or in part, at redemption prices
ranging from 103.75% in 1998 to 100% in 2001, in each case plus accrued and
unpaid interest.
 
    COVENANTS.  The Essex Senior Note Indenture contains customary covenants.
The Essex Senior Note Indenture restricts the incurrence of Debt by the Company
unless the Company has an EBITDA Coverage Ratio of greater than than 2.0 to 1.0
or unless another exemption is available. At December 31, 1996, the Company had
a 3.73 to 1.0 EBITDA Coverage Ratio. The Essex Senior Note Indenture also
restricts the issuance of Debt by each of the Company's subsidiaries to the sum
of (i) 50% of the book value of such subsidiary's inventory (before giving
effect to any LIFO Reserve) and (ii) 80% of the book value of such subsidiary's
accounts receivable (subject to certain exceptions). At December 31, 1996,
 
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<PAGE>
Essex could have incurred $269.5 million of Debt under such provision.
Dividends, distributions and repurchases of capital stock also are limited under
the Essex Senior Note Indenture to 50% of the Company's Consolidated Net Income
plus the Net Cash Proceeds of certain equity issuances. At December 31, 1996,
the Company could not have paid any dividends due to the Limitation on
Restricted Payments provision. The Essex Senior Note Indenture also restricts
the incurrence of secured debt, sale and leaseback transactions, sales of assets
and transactions with affiliates.
 
    EVENTS OF DEFAULT.  The Essex Senior Note Indenture contains customary
events of default, including a failure to pay principal or interest, a payment
default with respect to, or the acceleration of, other indebtedness in excess of
$10.0 million, the entry of certain unstayed judgements in excess of $10.0
million and certain events of bankruptcy or insolvency.
 
    CHANGE OF CONTROL.  Upon a Change in Control (as defined below), each holder
of the Essex Senior Notes will have the right to require Essex to repurchase all
or any part of such holder's Senior Notes at a repurchase price equal to 101% of
the principal amount thereof, plus accrued and unpaid interest. "Change of
Control" is defined in the Essex Senior Note Indenture as (i) the acquisition by
any person (other than BH Group, the GS Partnerships, DLJ and certain other
stockholders) of more than 35% of the Company's Voting Stock or (ii) during any
two-year period, the directors who were on the Company's Board of Directors at
the beginning of such period (and any directors elected by, or whose nomination
was approved by, the Board) ceasing for any reason to constitute a majority of
the Board then in office. The Offerings will not cause a Change of Control (as
defined in the Essex Senior Note Indenture).
 
                                       60
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Upon completion of the Offerings, the Company will have outstanding
28,870,069 shares of Common Stock. In addition, the Company will have
outstanding options granted under the Stock Option Plan to purchase up to
1,334,922 shares of Common Stock (which pursuant to applicable option agreements
may be reduced to 881,900 shares). All the shares of Common Stock sold in the
Offerings will be freely transferable without restriction or further
registration under the Securities Act, except those shares owned by "affiliates"
of the Company (as such term is defined in Rule 144). The remaining 23,120,069
shares of Common Stock will be "restricted securities" within the meaning of
Rule 144 and may not be sold in the absence of registration under the Securities
Act or an available exemption therefrom (such as Rule 144). If the Underwriters'
over-allotment options are not exercised in full, there will be 629,863 Warrants
outstanding after the completion of the Offerings. These Warrants will be
transferable, subject to the lock-up arrangements described below, immediately
after the Offerings, without restriction pursuant to Rule 144(k). Any shares of
Common Stock received upon exercise of the Warrants for cash will constitute
"restricted securities", but will be entitled to the benefits of the
registration rights described below under "Registration Rights--Other Initial
Shareholders". Any shares of Common Stock received upon any "cashless exercise"
or other redemption of the Warrants (I.E., by the surrender of Warrants with a
value equal to the exercise price) will, subject to the lock-up arrangements
described below, be transferable without restriction pursuant to Rule 144(k).
There will also be 1,334,922 shares of Common Stock subject to vested options
(which pursuant to applicable option agreements may be reduced to 881,900
shares) that, subject to the lock-up arrangements described below will be
transferable 90 days after the Effective Date pursuant to Rule 701. The Company
and its directors and executive officers, certain of its employees, BH Group and
the Selling Stockholders have agreed, subject to certain exceptions, not to
sell, offer or agree to sell, or otherwise dispose of, directly or indirectly,
any shares of Common Stock, any security substantially similar to the Common
Stock or any security exchangeable for, or convertible into, shares of Common
Stock or any such substantially similar security for a period of at least 180
days after the date of this Prospectus, without the prior written consent of
Goldman Sachs. Additionally, each stockholder (other than BHLP and certain of
its affiliates) has agreed not to sell any of its Common Stock for 90 days after
the effective date of the Registration Statement of which this Prospectus is a
part (the "Effective Date"), pursuant to either the Management Stockholders
Agreement or the Registration Rights Agreement.
 
    In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose securities are aggregated) who (together with predecessor
holders who were not affiliates) has beneficially owned shares of Common Stock
that are treated as restricted securities for at least one year from the date
such shares were acquired from the Company or an affiliate thereof, is entitled
to sell, within any three-month period, a number of shares that does not exceed
the greater of (i) 1% of the then outstanding shares of Common Stock or (ii) the
average weekly trading volume of the then outstanding shares of Common Stock
during the four calendar weeks preceding the date on which notice of such sale
was filed with the Commission under Rule 144. Sales under Rule 144 are also
subject to certain provisions relating to the manner and notice of sale and the
availability of current public information about the Company. In addition,
affiliates of the Company must comply with the restrictions and requirements of
Rule 144 (other than the one-year holding period requirement) in order to sell
shares of Common Stock that are not restricted securities (such as shares
acquired by affiliates in the public market). Commencing two years after the
acquisition of restricted securities from the Company or an affiliate, a holder
of such restricted securities who is not an affiliate at the time of the sale
and has not been an affiliate for at least three months prior to such sale would
be entitled, pursuant to Rule 144(k), to sell such securities immediately
without regard to the volume limitations and other conditions described above.
 
    Any employee, officer or director of the Company who acquired his or her
shares prior to the Effective Date at a time when the Company was not subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act or who
holds vested options as of the Effective Date, pursuant to a written
 
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<PAGE>
compensatory plan or contract is entitled to rely on the resale provisions of
Rule 701. Rule 701 permits non-affiliates to sell their Rule 701 shares without
having to comply with the public information, holding period, volume limitation
or notice provisions of Rule 144 and permits affiliates to sell their Rule 701
shares without having to comply with Rule 144's holding period restrictions, in
each case commencing 90 days after the Effective Date.
 
    Excluding the shares of Common Stock offered pursuant to the Offerings,
23,120,069 shares of Common Stock are outstanding and were sold by the Company
in reliance on exemptions from the registration requirements of the Securities
Act and thus are restricted securities within the meaning of Rule 144. None of
these shares of Common Stock will be eligible for sale in the public market
immediately upon the Effective Date due to "lock-up" provisions in the
Registration Rights Agreement, the Management Stockholders Agreement and
"lock-up" agreements with the Underwriters. Beginning 90 days after the
Effective Date, approximately 1,845,434 of the restricted shares (including
639,199 shares subject to vested options) will become eligible for sale subject
to the provisions of Rule 144 and Rule 701 (all of which will be eligible, under
Rule 701 and Rule 144(k), for sale without limitation as to volume or manner of
sale), upon the expiration of agreements not to sell such shares entered into
between the Company and holders of such stock. In addition, beginning 180 days
after the date of this Prospectus, approximately 16,077,810 of the restricted
shares (including 242,701 shares subject to vested options) will become eligible
for sale subject to the provisions of Rule 144 and Rule 701 (3,829,645 of which
will be eligible, under Rule 701 and Rule 144(k), for sale without limitation as
to volume or manner of sale (including 242,701 shares subject to vested
options)), upon the expiration of agreements not to sell such shares entered
into between Underwriters and holders of such stock.
 
    The Company intends to file a registration statement on Form S-8 covering
all shares of Common Stock issuable in the future under the Stock Option Plan
(an aggregate of 1,034,844 shares). Any shares issued upon exercise of such
options will be eligible for sale in the public market after the effective date
of such registration statement, subject to any contractual restrictions.
 
    In connection with the 1996 Private Offering, the Company issued 6,367,709
shares of Common Stock. All such shares are restricted securities. Pursuant to
Rule 144, 5,641,017 shares will be available for sale in the public market,
subject to the restrictions of Rule 144, on July 3, 1997, and 437,709 shares
will be available for sale in the public market, subject to the restrictions of
Rule 144, on December 27, 1997. The remaining 288,984 shares will be sold in the
Offerings.
 
    In addition, during fiscal 1996, the Company issued options to certain
employees under the Stock Option Plan to purchase approximately 462,500 shares
of Common Stock. All such options are subject to a vesting schedule that
provides for vesting (i) in full on the third anniversary of the date the
options were granted, (ii) in full upon the death, retirement or disability of
the optionee and (iii) in part, upon certain sales of Common Stock by
significant stockholders. See "Management--Stock Option Plan".
 
    On January 30, 1997, the Company issued options to certain employees under
the Stock Option Plan to purchase approximately 730,000 shares of Common Stock.
Such options were granted in connection with the Company's 1996 performance and
to maintain management's equity interest in the Company as a result of the
increase in total Common Stock outstanding following the 1996 Private Offering.
All such options are subject to a vesting schedule that provides for vesting (i)
in full on the first anniversary of the date the options were granted, (ii) in
full upon the death, retirement or disability of the optionee and (iii) in part,
upon certain sales of Common Stock by significant stockholders. See
"Management--Stock Option Plan".
 
    Prior to the Offerings, there has been no market for the Common Stock, and
no prediction can be made as to the effect, if any, that future public sales of
shares or the availability of shares for future sale, will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of Common Stock in the public market, or the perception that such sales could
occur, could have an
 
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<PAGE>
adverse impact on the market price of the Common Stock and could impair the
Company's future ability to raise capital through the sale of equity securities.
 
    As a result of the ability of BH Group, the GS Partnerships and DLJ and in
certain circumstances, CEA to require the Company to register any or all of
their shares in certain circumstances means that all their 21,182,817 shares of
Common Stock and 629,863 Warrants could be available for sale in the public
market as early as 180 days after the date of this Prospectus. While
stockholders subject to the Management Stockholders Agreement do not have demand
registration rights thereunder, their ability to piggyback on other registered
offerings means that all their 1,937,251 shares of Common Stock could be
available for sale in the public market as early as 180 days after the date of
this Prospectus.
 
REGISTRATION RIGHTS
 
    BH GROUP
 
    Pursuant to the Management Stockholders Agreement, BH Group has the right to
require that the Company register any or all of its shares of Common Stock in a
registered offering pursuant to the Securities Act. Expenses, other than
underwriters discounts and commissions, incurred in connection with such
registration are to be paid by the Company. The Company also is required to
indemnify BH Group against certain liabilities, including liabilities arising
under the Securities Act. BH Group is not restricted in the number of times it
may require the Company to register its shares of Common Stock.
 
    Pursuant to a Registration Rights Agreement to be entered into prior to the
Offerings (the "BH Group Registration Rights Agreement"), between BH Group and
the Company, BH Group will have the right to require the Company, at the
Company's expense, to prepare and file with the SEC and keep continuously
effective, a "shelf" registration statement covering offers and sales in
accordance with Rule 415 of the Securities Act, or any similar rule that may be
adopted by the SEC, that covers some or all of BH Group's Common Stock,
including any shares of Common Stock subsequently acquired by BH Group. While
the Company is required under the BH Group Registration Rights Agreement to
maintain the shelf registration statement in effect until 90 days after the BH
Group ceases to beneficially own more than 10% of the outstanding Common Stock,
the Company may for good business reasons impose a 30-day "black-out" period on
sales under the registration statement, but no black-out period may occur within
90 days of a prior black-out period and the aggregate of all such black-out
periods may not exceed 90 days in any one year. The Company is required to pay
all expenses in connection with the registration and is required to indemnify BH
Group against certain liabilities, including liabilities arising under the
Securities Act.
 
    After the consummation of the Offerings, it is expected that the BH Group
Registration Rights Agreement will cover 17,548,166 shares of Common Stock.
 
    OTHER INITIAL SHAREHOLDERS
 
    In connection with the Acquisition, DLJ, the GS Partnerships and CEA
(together with certain transferees, the "Other Initial Shareholders") entered
into a Registration Rights Agreement with the Company (the "Registration Rights
Agreement"). Set forth below is a summary of certain terms of the Registration
Rights Agreement. The summary does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, the Registration Rights
Agreement, which is filed as an exhibit to the Registration Statement of which
this Prospectus is a part.
 
    DEMAND REGISTRATION RIGHTS.  Pursuant to the Registration Rights Agreement,
the GS Partnerships and DLJ each have the ability to require (a "Demand") the
Company to register any or all of the shares of Common Stock or Warrants held by
it in a public offering pursuant to the Securities Act. The GS Partnerships
(collectively) and DLJ each have the right to make two Demands plus an
additional Demand where the offering includes 10% of the Common Shares
outstanding immediately after the Acquisition having an aggregate offering price
of at least $35 million. Under certain circumstances, the
 
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<PAGE>
number of shares and aggregate price requirements discussed in the immediately
preceding sentence can be reduced to 7.5% of the Common Stock outstanding
immediately after the Acquisition having an aggregate offering price of at least
$26.25 million. Demand registrations are subject to the right of the managing
underwriter to restrict the size of the registration if the number of shares
and, if applicable, Warrants, requested to be sold could not be sold within a
price range acceptable to the selling stockholders.
 
    PIGGYBACK REGISTRATION RIGHTS.  Pursuant to the Registration Rights
Agreement, the Other Initial Shareholders have the right to "piggyback" or
include their Common Stock in any registration of Common Stock made by the
Company, subject to the right of the managing underwriter to restrict the size
of the registration if the number of shares requested to be sold by the
piggyback stockholders would have an adverse effect on the offering.
 
    The Registration Rights Agreement also provides that the Other Initial
Shareholders have the right to piggyback or include their Warrants in any
registration made by the Company of warrants to purchase Common Stock, and as of
October 9, 1997, the right to piggyback their Warrants in any registration of
Common Stock made by the Company, subject in each case to the right of the
managing underwriter to restrict the size of the registration if the number of
Warrants and shares requested to be sold by the piggyback stockholders would
have an adverse effect on the offering.
 
    EXPENSES.  Expenses, other than underwriters discounts and commissions,
incurred in connection with such Demand or piggyback registration pursuant to
the Registration Rights Agreement are to be paid by the Company. The Company
also has agreed to indemnify the Other Initial Shareholders against certain
liabilities, including those arising under the Securities Act.
 
    SHARES COVERED.  After the consummation of the Offerings, the Demand
registration rights in the Registration Rights Agreement will cover 2,907,377
shares of Common Stock and Warrants to purchase 629,863 shares of Common Stock
and the "piggyback" rights in such agreement will cover such shares plus an
additional 727,276 shares of Common Stock.
 
    PIGGYBACK REGISTRATION RIGHTS
 
    Pursuant to the Management Stockholders Agreement, Management Stockholders
have the right to "piggyback" or include certain of their Common Stock in any
registration of Common Stock (i) demanded by BH Group (unless the Company is
contractually prohibited from granting such piggyback rights) or (ii) for a
primary offering by the Company (other than any registration relating to
employee benefit or similar plans or acquisitions of companies by the Company),
subject to the right of the managing underwriter to restrict the size of the
registration if the number of shares requested to be sold by Management
Stockholders would have an adverse effect on the offering. Expenses, other than
underwriters discounts and commissions, incurred in connection with the
piggyback registration are to be paid by the Company.
 
    After the consummation of the Offerings, the "piggyback" rights in the
Management Stockholders Agreement will cover 1,937,251 shares of Common Stock.
 
                 CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
                  TO NON-UNITED STATES HOLDERS OF COMMON STOCK
 
GENERAL
 
    The following is a general discussion of United States Federal income and
estate tax consequences of the ownership and disposition of Common Stock by a
holder who is not a United States person (a "Non-U.S. Holder"), as defined
below. This discussion does not address all aspects of United States Federal
income and estate taxes and does not address any foreign, state or local tax
consequences. Furthermore, this discussion is based on provisions of the
Internal Revenue Code of 1986, as amended
 
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<PAGE>
(the "Code"), existing, temporary and proposed regulations promulgated
thereunder and administrative and judicial interpretations thereof, all as in
effect or proposed on the date hereof and all of which are subject to change,
possibly with retroactive effect, or different interpretations. Each prospective
purchaser of Common Stock is advised to consult a tax advisor with respect to
current and possible future U.S. Federal income and estate tax consequences of
holding and disposing of Common Stock as well as any tax consequences that may
arise under the laws of any state, local, foreign or other taxing jurisdiction.
For purposes of this summary, a "U.S. Holder" with respect to Common Stock is
(i) an individual who is a citizen or resident of the United States, (ii) a
corporation or other entity taxable as a corporation created or organized in the
United States or under the laws of the United States or of any state thereof
(including the District of Columbia), or (iii) an estate or trust the income of
which is includable in gross income for United States Federal income tax
purposes regardless of its source and a "Non-U.S. Holder" is any person other
than a U.S. Holder.
 
DISTRIBUTIONS
 
    Distributions on the shares of Common Stock (other than distributions in
redemption of the shares of Common Stock subject to section 302(b) of the Code)
will constitute dividends for Federal income tax purposes to the extent paid
from current or accumulated earnings and profits of the Company (as determined
under Federal income tax principles). Dividends paid to a Non-U.S. Holder of
Common Stock that are not effectively connected with a U.S. trade or business of
the Non-U.S. Holder will be subject to United States withholding tax at a 30%
rate or such lower rate as may be specified by an applicable income tax treaty.
Moreover, under United States Treasury regulations which are currently in
effect, withholding is generally imposed on the gross amount of the
distribution, without regard to whether the corporation has sufficient earnings
and profits to cause the distribution to be a dividend for Federal income tax
purposes. Dividends that are effectively connected with the conduct of a trade
or business within the United States or, if a tax treaty applies, are
attributable to a U.S. permanent establishment of the non-U.S. Holder, are
exempt from United States Federal withholding tax but are subject to United
States Federal income tax on a net income basis at applicable graduated
individual or corporate rates. Any such dividends effectively connected with the
conduct of a trade or business within the U.S. or attributable to a U.S.
permanent establishment received by a foreign corporation may, under certain
circumstances, be subject to an additional "branch profits tax" at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty. Certain
certification and disclosure requirements must be complied with in order to be
exempt from withholding under the effectively connected income or permanent
establishment exemptions.
 
    Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of such
country for purposes of the withholding discussed above, and, under the current
interpretation of United States Treasury regulations, for purposes of
determining the applicability of a tax treaty rate. Under proposed United States
Treasury regulations (the "Proposed Regulations") not currently in effect,
however, a Non-U.S. Holder of Common Stock would be required to satisfy
applicable certification and other requirements to qualify for withholding at an
applicable treaty rate. The Proposed Regulations would require a Non-U.S. Holder
to file a beneficial owner withholding certificate, e.g., a Form W-8, to obtain
the lower treaty rate. In addition, under the Proposed Regulations, in the case
of Common Stock held by a foreign partnership, (x) the certification requirement
would generally be applied to the partners of the partnership and (y) the
partnership would be required to provide certain information, including a United
States taxpayer identification number. The Proposed Regulations also provide
look-through rules for tiered partnerships. The Proposed Regulations would apply
to dividends paid after December 31, 1997, subject to certain transitional
rules. It is not certain whether, or in what form, the Proposed Regulations will
be adopted as final regulations.
 
    A Non-U.S. Holder of Common Stock may obtain a refund of any excess amounts
withheld by filing an appropriate claim for refund with the Internal Revenue
Service (the "IRS").
 
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<PAGE>
GAIN ON DISPOSITION OF COMMON STOCK
 
    A Non-U.S. Holder will generally not be subject to United States Federal
income tax with respect to gain recognized on a sale or other disposition of
Common Stock unless (i) the gain is effectively connected with a trade or
business of the Non-U.S. Holder in the United States, (ii) in the case of a Non-
U.S. Holder who is an individual and holds Common Stock as a capital asset, such
holder is present in the United States for 183 or more days in the taxable year
of the sale or other disposition and certain other conditions are met, or (iii)
the Company is or has been a "U.S. real property holding corporation" for United
States Federal income tax purposes at any time during the five-year period
ending on the date of the disposition, or, if shorter, the period during which
the Non-U.S. Holder held the Common Stock (the "applicable period"), and the
Non-U.S. Holder owns, actually or constructively, at any time during the
applicable period more than five percent of the Common Stock. The Company
believes that it is not currently a "U.S. real property holding corporation" for
Federal income tax purposes.
 
FEDERAL ESTATE TAX
 
    Common Stock held by an individual Non-U.S. Holder at the time of death will
be included in such holder's gross estate for United States Federal estate tax
purposes, unless an applicable estate tax treaty provides otherwise.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
 
    Under Treasury regulations, the Company must report annually to the IRS and
to each Non-U.S. Holder the amount of dividends paid to such holder and the tax
withheld with respect to such dividends. These information reporting
requirements apply even if withholding was not required because the dividends
were effectively connected with a U.S. trade or business in the United States of
the Non-U.S. Holder or withholding was reduced or eliminated by an applicable
income tax treaty. Copies of the information returns reporting such dividends
and withholding may also be made available to the tax authorities in the country
in which the Non-U.S. Holder resides under the provisions of an applicable
income tax treaty.
 
    Backup withholding (which generally is a withholding tax imposed at the rate
of 31% on certain payments to persons that fail to furnish certain information
under the United States information reporting requirements) will generally not
apply to dividends paid to Non-U.S. Holders that either are subject to the U.S.
withholding tax, whether at 30% or a reduced treaty rate, or that are exempt
from such withholding because such dividends constitute effectively connected
income. See discussion under "Distributions" above for rules regarding Proposed
Regulations reporting requirements to avoid backup withholding. As a general
matter, information reporting and backup withholding will not apply to a payment
by or through a foreign office of a foreign broker of the proceeds of a sale of
Common Stock effected outside the United States. However, information reporting
requirements (but not backup withholding) will apply to a payment by or through
a foreign office of a broker of the proceeds of a sale of Common Stock effected
outside the United States where that broker (i) is a United States person, (ii)
is a foreign person that derives 50% or more of its gross income for certain
periods from the conduct of a trade or business in the United States or (iii) is
a "controlled foreign corporation" as defined in the Code (generally, a foreign
corporation controlled by certain United States shareholders), unless the broker
has documentary evidence in its records that the holder is a Non-U.S. Holder and
certain conditions are met or the holder otherwise establishes an exemption.
Payment by a United States office of a broker of the proceeds of a sale of
Common Stock is subject to both backup withholding and information reporting
unless the holder certifies to the payor in the manner required as to its
non-United States status under penalties of perjury or otherwise establishes an
exemption.
 
    Amounts withheld under the backup withholding rules do not constitute a
separate United States Federal income tax. Rather, any amounts withheld under
the backup withholding rules will be refunded
 
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<PAGE>
or allowed as a credit against the holder's United States Federal income tax
liability, if any, provided the required information or appropriate claim for
refund is filed with the IRS.
 
    THE FOREGOING DISCUSSION IS A SUMMARY OF THE PRINCIPAL UNITED STATES FEDERAL
INCOME AND ESTATE TAX CONSEQUENCES OF THE OWNERSHIP, SALE OR OTHER DISPOSITION
OF THE COMMON STOCK BY NON-UNITED STATES HOLDERS. ACCORDINGLY, INVESTORS ARE
URGED TO CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF COMMON STOCK
INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN OR
OTHER TAXING JURISDICTION.
 
                            VALIDITY OF COMMON STOCK
 
    The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Cravath, Swaine & Moore, New York, New York and for the
Underwriters by Sullivan & Cromwell, New York, New York.
 
                                    EXPERTS
 
    The consolidated financial statements of the Company at December 31, 1995
and 1996, and for each of the three years in the period ended December 31, 1996,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
 
                             AVAILABLE INFORMATION
 
    The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a registration statement on Form S-1 (the
"Registration Statement") pursuant to the Securities Act of 1933 (the
"Securities Act"), covering the Common Stock offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement.
Certain parts are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement and the
exhibits and schedules filed as a part thereof. Statements made in this
Prospectus as to the contents of any contract, agreement or other document are
summaries of the material terms of such contract, agreement or document. With
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved. The Registration Statement
(including the exhibits and schedules thereto) filed with the Commission by the
Company may be inspected and copied (as prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
maintained at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
or through the World Wide Web (http:// www.sec.gov). The Commission maintains a
web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
 
    The Company is not currently subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"). As a result of the
Offerings, the Company will become subject to the informational requirements of
the Exchange Act. The Company will fulfill its obligations with respect to such
requirements by filing periodic reports with the Commission. In addition, the
Company will furnish its stockholders with annual reports containing audited
financial statements certified by its independent public accountants and
quarterly reports for the first three quarters of each fiscal year containing
unaudited summary financial information.
 
                                       67
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
ESSEX INTERNATIONAL INC.
 (FORMERLY KNOWN AS BCP/ESSEX HOLDINGS INC.)
 
<S>                                                                                    <C>
  Report of Independent Auditors.....................................................        F-2
 
  Consolidated Balance Sheets as of December 31, 1996 and 1995.......................        F-3
 
  Consolidated Statements of Income for each of the three years in the period ended
    December 31, 1996................................................................        F-4
 
  Consolidated Statements of Cash Flows for each of the three years in the period
    ended December 31, 1996..........................................................        F-5
 
  Notes to Consolidated Financial Statements.........................................        F-6
</TABLE>
 
                                      F-1
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Essex International Inc.
 
    We have audited the accompanying consolidated balance sheets of Essex
International Inc. (formerly known as BCP/Essex Holdings Inc.) as of December
31, 1996 and 1995 and the related consolidated statements of income and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Essex
International Inc. at December 31, 1996 and 1995 and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.
 
                                          Ernst & Young LLP
 
Indianapolis, Indiana
January 28, 1997, except for Note 13,
as to which the date is February 19, 1997.
 
                                      F-2
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
                          CONSOLIDATED BALANCE SHEETS
                            IN THOUSANDS OF DOLLARS
 
<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                       --------------------
<S>                                                                    <C>        <C>
                                                                         1995       1996
                                                                       ---------  ---------
                                          ASSETS
Current assets:
  Cash and cash equivalents..........................................  $   3,195  $   4,429
  Accounts receivable (net of allowance of $3,930 and $5,239)........    154,584    189,717
  Inventories........................................................    166,076    217,643
  Other current assets...............................................     10,545     12,147
                                                                       ---------  ---------
    Total current assets.............................................    334,400    423,936
 
Property, plant and equipment, net...................................    270,546    280,489
Excess of cost over net assets acquired (net of accumulated
  amortization of $13,221 and $17,388)...............................    129,943    126,619
Other intangible assets and deferred costs (net of accumulated
  amortization of $3,102 and $4,501).................................      9,187      7,417
Other assets.........................................................      1,987      4,294
                                                                       ---------  ---------
                                                                       $ 746,063  $ 842,755
                                                                       ---------  ---------
                                                                       ---------  ---------
                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable to bank..............................................  $  11,760  $  30,913
  Current portion of long-term debt..................................     24,734     11,576
  Accounts payable...................................................     66,797     71,243
  Accrued liabilities................................................     44,598     63,346
  Deferred income taxes..............................................     15,345     15,151
                                                                       ---------  ---------
    Total current liabilities........................................    163,234    192,229
 
Long-term debt.......................................................    388,016    421,340
Deferred income taxes................................................     66,809     58,043
Other long-term liabilities..........................................     10,081     12,427
Redeemable preferred stock ($0.01 par value, shares outstanding,
  1995-- 2,033,782 and 1996--none)...................................     48,820         --
Common stock subject to put ($0.01 par value, shares outstanding,
  1995--840,393 and 1996--1,262,602).................................      4,803     12,626
Stockholders' equity:
  Class A common stock ($0.01 par value, shares outstanding,
    1995--16,818,707 and 1996--22,194,455.5).........................        168        222
  Class B common stock ($0.01 par value, shares outstanding,
    1995--none and 1996--599,500)....................................         --          6
  Additional paid in capital.........................................     85,779    139,145
  Carryover of Predecessor basis.....................................    (15,259)   (15,259)
  Retained earnings (deficit)........................................     (6,388)    21,976
                                                                       ---------  ---------
    Total stockholders' equity.......................................     64,300    146,090
                                                                       ---------  ---------
                                                                       $ 746,063  $ 842,755
                                                                       ---------  ---------
                                                                       ---------  ---------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      F-3
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
                      IN THOUSANDS OF DOLLARS, EXCEPT FOR
                                   SHARE DATA
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                     --------------------------------------
                                                        1994          1995          1996
                                                     ----------  --------------  ----------
<S>                                                  <C>         <C>             <C>
  Net sales........................................  $1,010,075   $  1,201,650   $1,332,049
  Cost of goods sold...............................     846,611      1,030,511    1,102,460
  Selling and administrative expenses..............      85,209         93,401      121,054
  Other expense, net...............................       1,114          1,032        2,045
                                                     ----------  --------------  ----------
  Income from operations...........................      77,141         76,706      106,490
 
  Interest expense.................................      60,155         49,055       39,994
                                                     ----------  --------------  ----------
  Income before income taxes and extraordinary
    charge.........................................      16,986         27,651       66,496
  Provision for income taxes.......................       9,500         14,380       28,988
                                                     ----------  --------------  ----------
  Income before extraordinary charge...............       7,486         13,271       37,508
  Extraordinary charge--debt retirement, net of
    income tax benefit.............................      --              2,971        1,183
                                                     ----------  --------------  ----------
 
  Net income.......................................  $    7,486   $     10,300   $   36,325
                                                     ----------  --------------  ----------
                                                     ----------  --------------  ----------
 
  Net income.......................................  $    7,486   $     10,300   $   36,325
  Preferred stock redemption premium...............      --            --            (4,185)
  Preferred stock dividend requirement.............      (6,008)        (6,962)      (4,248)
  Accretion of preferred stock.....................        (687)          (703)      (2,024)
  Increase in fair value of common stock subject to
    put............................................      --            --            (3,547)
                                                     ----------  --------------  ----------
  Net income applicable to common stock............  $      791   $      2,635   $   22,321
                                                     ----------  --------------  ----------
                                                     ----------  --------------  ----------
  Pro forma income per share:
  Pro forma income before extraordinary charge.....                              $     1.34
  Extraordinary charge.............................                                    (.04)
                                                                                 ----------
                                                                                 ----------
  Pro forma net income.............................                              $     1.30
                                                                                 ----------
                                                                                 ----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      F-4
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                            IN THOUSANDS OF DOLLARS
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                            -------------------------------
                                                              1994       1995       1996
                                                            ---------  ---------  ---------
<S>                                                         <C>        <C>        <C>
OPERATING ACTIVITIES
  Net income..............................................  $   7,486  $  10,300  $  36,325
  Adjustments to reconcile net income to cash provided by
    operating activities:
    Depreciation and amortization.........................     31,420     34,205     33,944
    Non cash interest expense.............................     38,813     16,466      1,935
    Non cash pension expense..............................      2,328      1,947      3,021
    Provision for losses on accounts receivable...........      1,332        676      1,175
    Provision (benefit) for deferred income taxes.........     (8,388)       486     (7,417)
    Loss on disposal of property, plant and equipment.....      1,354      2,610      1,679
    Loss on repurchase of debt............................        187      4,951      1,971
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable..........    (27,160)   (10,665)     6,288
      (Increase) decrease in inventories..................     (4,515)     3,762    (16,109)
      Increase in accounts payable and accrued
        liabilities.......................................      6,837     15,193      6,531
      Net (increase) decrease in other assets and
        liabilities.......................................     (8,022)     9,823     (4,762)
                                                            ---------  ---------  ---------
      NET CASH PROVIDED BY OPERATING ACTIVITIES...........     41,672     89,754     64,581
                                                            ---------  ---------  ---------
INVESTING ACTIVITIES
  Additions to property, plant and equipment..............    (30,109)   (28,555)   (25,569)
  Proceeds from disposal of property, plant and
    equipment.............................................        227      2,419        533
  Acquisitions............................................     --        (24,934)   (79,395)
  Other investments.......................................       (236)      (459)      (285)
  Issuance of equity interest in a subsidiary.............     --          1,063     --
                                                            ---------  ---------  ---------
      NET CASH USED FOR INVESTING ACTIVITIES..............    (30,118)   (50,466)  (104,716)
                                                            ---------  ---------  ---------
FINANCING ACTIVITIES
  Proceeds from long term debt............................    106,000    428,390    493,900
  Repayment of long term debt.............................   (106,396)  (215,640)  (473,734)
  Proceeds from notes payable to banks....................     --        160,030    537,550
  Repayment of notes payable to banks.....................     --       (148,270)  (518,397)
  Repurchase of debentures................................     (4,745)  (272,850)    --
  Debt issuance costs.....................................     --         (4,691)    (2,350)
  Proceeds from exercised stock options...................         21     --         --
  Preferred stock redemption..............................     --         --        (59,277)
  Common stock issuance...................................     --         --         63,677
                                                            ---------  ---------  ---------
      NET CASH PROVIDED BY (USED FOR) FINANCING
        ACTIVITIES........................................     (5,120)   (53,031)    41,369
                                                            ---------  ---------  ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......      6,434    (13,743)     1,234
Cash and cash equivalents at beginning of year............     10,504     16,938      3,195
                                                            ---------  ---------  ---------
Cash and cash equivalents at end of year..................  $  16,938  $   3,195  $   4,429
                                                            ---------  ---------  ---------
                                                            ---------  ---------  ---------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      F-5
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                      (IN THOUSANDS OF DOLLARS, EXCEPT PER
                                  SHARE DATA)
 
NOTE 1 ACQUISITIONS AND SIGNIFICANT ACCOUNTING POLICIES
 
ACQUISITION OF ESSEX AND THE COMPANY
 
    On February 29, 1988, MS/Essex Holdings Inc. ("Predecessor" or "the
Company"), acquired Essex Group, Inc. ("Essex") from United Technologies
Corporation ("UTC") (the "1988 Acquisition"). The outstanding common stock of
the Company was beneficially owned by The Morgan Stanley Leveraged Equity Fund
II, L.P., certain directors and members of management of the Company and Essex,
and others.
 
    On October 9, 1992, the Company was acquired (the "Acquisition") by merger
(the "Merger") of BE Acquisition Corporation ("BE") with and into the Company
with the Company surviving under the name BCP/Essex Holdings Inc. which
subsequently changed its name to Essex International Inc. ("Successor" or "the
Company"). BE was a newly organized Delaware corporation formed for the purpose
of effecting the Acquisition. Shareholders of BE included Bessemer Holdings,
L.P. (an affiliate and successor in interest to Bessemer Capital Partners, L.P.
("BHLP")), management and other employees of Essex and certain other investors.
As a result of the Merger, the stockholders of BE became stockholders of the
Company. The effects of the Acquisition and Merger resulted in a new basis of
accounting reflecting estimated fair values for assets and liabilities as of
October 1, 1992. However, to the extent that the Company's management had a
continuing investment interest in the Company's common stock, such fair values
and contributed stockholders' equity (denoted as carryover of Predecessor basis
on the Consolidated Balance Sheets) were reduced proportionately to reflect the
continuing interest (approximately 10%) at the prior historical cost basis.
 
ACQUISITION OF BUSINESS
 
    On October 31, 1996, Essex acquired substantially all of the assets and
certain liabilities of Triangle Wire and Cable, Inc. of Lincoln, Rhode Island
and its Canadian affiliate, FLI Royal Wire and Cable ("Triangle"), related to
the sales, marketing, manufacturing and distribution of electrical wire and
cable. The acquisition included four manufacturing facilities which produce a
broad range of building and industrial wire and cable. The total purchase price
for the net assets of Triangle, including acquisition costs, was $71,764. The
acquisition was financed from proceeds received under Essex' revolving credit
agreement.
 
    The acquisition was recorded under the purchase method of accounting and
accordingly, the results of operations of Triangle for the two-month period
ended December 31, 1996 are included in the accompanying consolidated financial
statements. The purchase price has been allocated to assets acquired and
liabilities assumed based on their respective fair values at the date of
acquisition. The allocation of the purchase price, which is preliminary, is
summarized as follows:
 
<TABLE>
<S>                                                                 <C>
Current assets....................................................  $  73,343
Property, plant and equipment.....................................     14,181
Current liabilities...............................................    (17,304)
Deferred taxes....................................................      1,544
                                                                    ---------
                                                                    $  71,764
                                                                    ---------
                                                                    ---------
</TABLE>
 
                                      F-6
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1 ACQUISITIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    The following unaudited pro forma consolidated financial information for the
Company for 1995 and 1996 are presented assuming the acquisition had occurred on
January 1, 1995:
 
<TABLE>
<CAPTION>
                                                        1995        1996
                                                     ----------  ----------
<S>                                                  <C>         <C>
Net sales..........................................  $1,505,196  $1,561,224
Income before extraordinary charge.................      11,809      40,049
Net income.........................................       8,838      38,866
Net income per share...............................  $      .32  $     1.38
</TABLE>
 
    The pro forma consolidated financial information does not purport to present
what the Company's consolidated results of operations would actually have been
if the acquisition had occurred on January 1, 1995 and is not intended to
project future results of operations.
 
CONSOLIDATION
 
    The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary Essex and Essex' majority-owned subsidiaries.
All intercompany accounts and transactions have been eliminated. The Company is
a holding company with no operations and has virtually no assets other than its
ownership of all the outstanding stock of Essex.
 
USE OF ESTIMATES
 
    The consolidated financial statements were prepared in conformity with
generally accepted accounting principles thereby requiring management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.
 
NATURE OF OPERATIONS
 
    The Company, through Essex, operates in one industry segment. Essex
develops, manufactures and markets electrical wire and cable and insulation
products. Essex' principal products in order of revenue are: building wire for
the construction industry; magnet wire for electromechanical devices such as
motors, transformers and electrical controls; voice and data communication wire
and cable; automotive wire and specialty wiring assemblies for automobiles and
trucks; and industrial wire for applications in construction, appliances and
recreational vehicles. Essex' customers are principally located throughout the
United States, without significant concentration in any one region or any one
customer. Essex performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral.
 
CASH AND CASH EQUIVALENTS
 
    All highly liquid investments with a maturity of three months or less at the
date of purchase are considered to be cash equivalents.
 
INVENTORIES
 
    Inventories are stated at cost, determined principally on the last-in,
first-out ("LIFO") method, which is not in excess of market.
 
PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment are recorded at cost and depreciated over
estimated useful lives using the straight-line method.
 
                                      F-7
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1 ACQUISITIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS IN JOINT VENTURE
 
    Investments in joint ventures are stated at cost adjusted for the Company's
share of undistributed earnings or losses.
 
EXCESS OF COST OVER NET ASSETS ACQUIRED
 
    Excess of cost over net assets acquired primarily represents the excess of
the Company's purchase price over the fair value of the net assets acquired in
the Acquisition, and is being amortized by the straight-line method over 35
years. The Company's excess of cost over net assets acquired is assessed for
potential impairment whenever existing facts and circumstances indicate the
carrying value of those assets may not be recoverable. The assessment process
consists of estimating the future undiscounted cash flows of the businesses for
which the excess of cost over net assets acquired relates and comparing the
resultant amount to their carrying value to determine if an impairment has
occurred. If an impairment has occurred, an impairment loss would be recognized
for the excess of the carrying value over the fair value, as measured on a
discounted cash flow basis, of the excess of cost over net assets acquired.
 
OTHER INTANGIBLE ASSETS AND DEFERRED COSTS
 
    Other intangible assets and deferred costs consist primarily of deferred
debt issuance costs and are being amortized over the lives of the applicable
debt instruments using the straight line or bonds outstanding method and charged
to operations as additional interest expense.
 
OTHER LONG-TERM LIABILITIES
 
    Other long-term liabilities consist primarily of accrued liabilities under
the Essex sponsored defined benefit pension plans for salaried and hourly
employees and the supplemental executive retirement plan.
 
RECOGNITION OF REVENUE
 
    Substantially all revenue is recognized at the time the product is shipped.
 
PRO FORMA NET INCOME PER SHARE
 
    Pro forma per share data is computed based upon the weighted average number
of common and common equivalent shares, including common stock subject to put
outstanding for all periods presented. Common equivalent shares include
outstanding stock options and warrants. Common equivalent shares are not
included in the per share calculation where the effect of their inclusion would
be antidilutive, except that, in accordance with the Securities and Exchange
Commission requirements, common and common equivalent shares issued during the
twelve-month period immediately preceding the filing of the proposed initial
public offering have been included in the calculation of pro forma income per
common and common equivalent share as if they were outstanding for all periods,
using the treasury stock method and an assumed initial public offering price.
 
RECLASSIFICATION
 
    Certain 1994 and 1995 amounts have been reclassified to conform with the
current year presentation.
 
                                      F-8
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 2 INVENTORIES
 
    The components of inventories are as follows:
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                        --------------------
<S>                                                     <C>        <C>
                                                          1995       1996
                                                        ---------  ---------
Finished goods........................................  $ 146,821  $ 171,213
Raw materials and work in process.....................     52,366     56,840
                                                        ---------  ---------
                                                          199,187    228,053
LIFO reserve..........................................    (33,111)   (10,410)
                                                        ---------  ---------
                                                        $ 166,076  $ 217,643
                                                        ---------  ---------
                                                        ---------  ---------
</TABLE>
 
    Principal elements of cost included in inventories are copper, other
purchased materials, direct labor and manufacturing overhead. Inventories valued
using the LIFO method amounted to $161,449 and $210,454 at December 31, 1995 and
1996, respectively.
 
NOTE 3 PROPERTY, PLANT AND EQUIPMENT
 
    The components of property, plant and equipment are as follows:
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                        --------------------
<S>                                                     <C>        <C>
                                                          1995       1996
                                                        ---------  ---------
Land..................................................  $   8,877  $   9,386
Buildings and improvements............................     87,704     95,600
Machinery and equipment...............................    240,257    272,621
Construction in process...............................     18,049     14,990
                                                        ---------  ---------
                                                          354,887    392,597
Less accumulated depreciation.........................     84,341    112,108
                                                        ---------  ---------
                                                        $ 270,546  $ 280,489
                                                        ---------  ---------
                                                        ---------  ---------
</TABLE>
 
NOTE 4 ACCRUED LIABILITIES
 
    Accrued liabilities include the following:
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           --------------------
<S>                                                        <C>        <C>
                                                             1995       1996
                                                           ---------  ---------
Salaries, wages and employee benefits....................  $  15,566  $  20,271
Amounts due customers....................................      5,860     11,381
Other....................................................     23,172     31,694
                                                           ---------  ---------
                                                           $  44,598  $  63,346
                                                           ---------  ---------
                                                           ---------  ---------
</TABLE>
 
                                      F-9
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 5 NOTES PAYABLE AND LONG-TERM DEBT
 
Notes payable consist of the following:
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           --------------------
<S>                                                        <C>        <C>
                                                             1995       1996
                                                           ---------  ---------
Bank lines of credit.....................................  $  11,760  $  25,000
Canadian credit facility.................................     --          5,913
                                                           ---------  ---------
                                                           $  11,760  $  30,913
                                                           ---------  ---------
                                                           ---------  ---------
</TABLE>
 
Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                        --------------------
<S>                                                     <C>        <C>
                                                          1995       1996
                                                        ---------  ---------
10% Senior notes......................................  $ 200,000  $ 200,000
Revolving loan........................................    135,000    179,900
Term loan.............................................     54,000     31,766
Lease obligation......................................     23,750     21,250
                                                        ---------  ---------
                                                          412,750    432,916
Less current portion..................................     24,734     11,576
                                                        ---------  ---------
                                                        $ 388,016  $ 421,340
                                                        ---------  ---------
                                                        ---------  ---------
</TABLE>
 
ESSEX BANK FINANCING
 
    In connection with the Triangle acquisition, Essex terminated its former
revolving credit agreement dated as of April 12, 1995 (the "Former Essex
Revolving Credit Agreement") and entered into a new revolving credit agreement,
dated October 31, 1996, by and among Essex, the Company, the Lenders named
therein, and The Chase Manhattan Bank, as administrative agent (the "Essex
Revolving Credit Agreement"). The Essex Revolving Credit Agreement expires in
2001 and provides for up to $370,000 in revolving loans, subject to specified
percentages of eligible assets, reduced by outstanding borrowings under Essex'
Canadian credit agreement and unsecured bank lines of credit ($5,913 and
$25,000, respectively, at December 31, 1996), as described below. Essex
recognized an extraordinary charge of $1,183 ($1,971 before applicable income
tax benefit) in 1996 for the write-off of unamortized deferred debt expense
associated with the termination of the Former Essex Revolving Credit Agreement.
Essex Revolving Credit Agreement loans bear floating rates of interest, at
Essex' option, at bank prime plus 1.25% or a reserve adjusted Eurodollar rate
(LIBOR) plus 2.25%. The effective interest rate can be reduced by 0.25% to
1.50%, in 0.25% increments, if certain specified financial conditions are
achieved. Commitment fees during the revolving loan period are .250%, .375% or
 .5% of the average daily unused portion of the available credit based upon
certain specified financial conditions. At December 31, 1995 and 1996, the
incremental borrowing rate under the Former Essex Revolving Credit Agreement and
the Essex Revolving Credit Agreement, including applicable margins, approximated
9.00% and 8.75%, respectively. Indebtedness under the Essex Revolving Credit
Agreement is guaranteed by the Company and all of Essex' subsidiaries, and is
secured by a pledge of the capital stock of Essex and its subsidiaries and by a
first lien on substantially all assets.
 
    The Essex Revolving Credit Agreement also provides a $25,000 letter of
credit subfacility. Essex' ability to borrow under the Essex Revolving Credit
Agreement is restricted by the financial covenants
 
                                      F-10
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 5 NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)
contained therein as well as those contained in the Essex Term Loan, as defined
in the second succeeding paragraph, and by certain debt limitation covenants
contained in the indenture under which the 10% Senior Notes due 2003 (the "Essex
Senior Notes") were issued (the "Essex Senior Note Indenture").
 
    The Essex Revolving Credit Agreement contains various covenants which
include, among other things: (a) the maintenance of certain financial ratios and
compliance with certain financial tests and limitations; (b) limitations on
investments and capital expenditures; (c) limitations on cash dividends paid;
and (d) limitations on leases and the sale of assets. Through December 31, 1996,
Essex fully complied with all of the financial ratios and covenants contained in
the Essex Revolving Credit Agreement.
 
    Essex and its subsidiaries also maintain three additional credit facilities
consisting of: (i) a $60.0 million senior unsecured note agreement, dated as of
April 12, 1995 by and among Essex, the Company, as guarantor, the lenders named
therein and The Chase Manhattan Bank, as administrative agent the ("Essex Term
Loan"); (ii) a $25.0 million agreement and lease dated as of April 12, 1995 by
and between Essex and Mellon Financial Services Corporation #3 (the "Essex Sale
and Leaseback Agreement"); and (iii) a $12.0 million (Canadian dollar) credit
agreement by and between an Essex subsidiary and a Canadian chartered bank (the
"Canadian Credit Agreement").
 
    On May 12, 1995 Essex borrowed the full amount available under the Essex
Term Loan and the Essex Sale and Leaseback Agreement. These funds, together with
available cash and borrowings under the Former Essex Revolving Credit Agreement,
were paid to the Company in the form of a cash dividend ($238,748) and repayment
of a portion of an intercompany liability ($34,102) totaling $272,850. The
Company applied such funds to redeem all of its outstanding 16% Senior Discount
Debentures due 2004 (the "Debentures") at 100% of their principal amount of
$272,850 on May 15, 1995. In connection with the Debenture redemption, Essex
terminated its previous credit agreement and recognized an extraordinary charge
of $2,971 ($4,951 before applicable income tax benefit) in the second quarter
1995 for the write-off of unamortized deferred debt expense.
 
    The Essex Term Loan provides an aggregate $60.0 million in term loans, and
is to be repaid in 20 equal quarterly installments, subject to the loan's excess
cash provision, through May 15, 2000. The Essex Term Loan bears floating rates
of interest at bank prime plus 2.75% or LIBOR plus 3.75%. The Essex Term Loan
requires 50% of excess cash, as defined, to be applied against the outstanding
term loan balance. The 1996 excess cash repayment of $12.4 million, based on
1995 results, resulted in remaining principal payments of 17 equal quarterly
installments of $2.3 million. Amounts repaid with respect to the excess cash
provisions may not be reborrowed. There are no requirements for an excess cash
payment to be made for 1996 results.
 
    The Essex Sale and Leaseback Agreement provides $25,000 for the sale and
leaseback of certain of Essex' fixed assets. The Essex Sale and Leaseback
Agreement has a seven-year term expiring in May 2002. The principal component of
the rental is paid quarterly, with the amount of each of the first 27 payments
equal to 2.5% of lessor's cost of the equipment, and the balance is due at the
final payment. The interest component is paid on the unpaid principal balance
and is calculated by lessor at LIBOR plus 2.5%. The effective interest rate can
be reduced by 0.25% to 1.125% if certain specified financial conditions are
achieved. The fixed assets subject to the Essex Sale and Leaseback Agreement
(all of which are machinery and equipment) are included in property, plant and
equipment in the Consolidated
 
                                      F-11
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 5 NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)
Balance Sheets and have a gross cost of $30,882 and accumulated amortization of
$4,139 at December 31, 1996.
 
    Borrowings under the Canadian Credit Agreement are restricted to meeting the
working capital requirements of the subsidiary and are collateralized by the
subsidiary's accounts receivable. As of December 31, 1996, $5.9 million was
outstanding under the Canadian Credit Agreement and denoted as notes payable to
banks in the Consolidated Balance Sheets. The Canadian Credit Agreement bears
interest at rates similar to the Essex Revolving Credit Agreement and terminates
one year from its effective date of May 30, 1996, although it may be extended
for successive one year periods upon the mutual consent of the subsidiary and
lending bank.
 
    Essex also has bank lines of credit which provide unsecured borrowings for
working capital of up to $25,000 of which $11,760 and $25,000 were outstanding
at December 31, 1995 and 1996, respectively, and denoted as notes payable to
banks in the Consolidated Balance Sheets. These lines of credit bear interest at
rates subject to agreement between Essex and the lending banks. At December 31,
1995 and 1996 such rates of interest averaged 6.7% and 7.6%, respectively.
 
ESSEX SENIOR NOTES
 
    At December 31, 1995 and 1996, $200,000 aggregate principal amount of the
Essex Senior Notes were outstanding. The Essex Senior Notes bear interest at 10%
per annum payable semiannually and are due in May 2003. The Essex Senior Notes
rank PARI PASSU in right of payment with all other senior indebtedness of Essex.
To the extent that any other senior indebtedness of Essex is secured by liens on
the assets of Essex, the holders of such senior indebtedness will have a claim
prior to any claim of the holders of the Essex Senior Notes as to those assets.
 
    At the option of Essex, the Essex Senior Notes may be redeemed, commencing
in May 1998 in whole, or in part, at redemption prices ranging from 103.75% in
1998 to 100% in 2001. Upon a Change in Control, as defined in the Essex Senior
Note Indenture, each holder of Essex Senior Notes will have the right to require
Essex to repurchase all or any part of such holder's Essex Senior Notes at a
repurchase price equal to 101% of the principal amount thereof. The Essex Senior
Note Indenture contains various covenants which include, among other things,
limitations on debt, on the sale of assets, and on cash dividends paid. Through
December 31, 1996 Essex fully complied with all of the financial ratios and
covenants contained in the Essex Senior Note Indenture.
 
THE COMPANY'S SENIOR DISCOUNT DEBENTURES
 
    In May 1989, the Company issued $342,000 aggregate principal amount
($135,117 aggregate proceeds amount) of its Debentures. In connection with the
Acquisition and Merger, the Debentures were valued at an effective annual
interest rate of 14.25% through May 1995. The Debentures accreted to their full
face value (an aggregate principal amount of $272,850) on May 15, 1995. On May
15, 1995 the Company redeemed all of its outstanding Debentures at 100% of their
principal amount with cash received from Essex in the form of a cash dividend
and repayment of a portion of an intercompany liability totalling $272,850.
 
OTHER
 
    Essex capitalized interest costs of $132, $565 and $558 in 1994, 1995 and
1996, respectively, with respect to qualifying assets.
 
    Total interest paid was $20,826, $32,312 and $38,284 in 1994, 1995 and 1996,
respectively.
 
                                      F-12
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 5 NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)
    Aggregate annual maturities of long-term debt for the next five years are:
 
<TABLE>
<S>                                                                <C>
1997.............................................................  $  11,576
1998.............................................................     11,576
1999.............................................................     11,576
2000.............................................................      7,038
2001.............................................................    182,400
</TABLE>
 
    The year 2001 includes repayment of the Essex Revolving Credit Agreement in
the amount of $179,900.
 
                                      F-13
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 6 INCOME TAXES
 
    Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the deferred tax liabilities and assets are as follows:
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           --------------------
<S>                                                        <C>        <C>
                                                             1995       1996
                                                           ---------  ---------
Deferred tax liabilities:
  Property, plant and equipment..........................  $  68,553  $  60,519
  Inventory..............................................     28,485     30,114
  Other..................................................      3,844      4,502
                                                           ---------  ---------
    Total deferred tax liabilities.......................    100,882     95,135
Deferred tax assets:
  Accrued liabilities....................................      6,650      8,252
  Alternative minimum tax credit carryforward............      1,384     --
  Other..................................................     10,694     13,689
                                                           ---------  ---------
    Total deferred tax assets............................     18,728     21,941
                                                           ---------  ---------
    Net deferred tax liabilities.........................  $  82,154  $  73,194
                                                           ---------  ---------
                                                           ---------  ---------
</TABLE>
 
    The components of income tax expense are:
 
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                 -------------------------------
                                                   1994       1995       1996
                                                 ---------  ---------  ---------
<S>                                              <C>        <C>        <C>
Current:
  Federal......................................  $  14,542  $   8,560  $  29,468
  State........................................      3,346      5,334      6,937
Deferred (Credit):
  Federal......................................     (7,887)     2,382     (5,805)
  State........................................       (501)    (1,896)    (1,612)
                                                 ---------  ---------  ---------
                                                 $   9,500  $  14,380  $  28,988
                                                 ---------  ---------  ---------
                                                 ---------  ---------  ---------
</TABLE>
 
    Total income taxes paid were $11,712, $15,989 and $32,656 in 1994, 1995 and
1996, respectively.
 
                                      F-14
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 6 INCOME TAXES (CONTINUED)
    Principal differences between the effective income tax rate and the
statutory federal income tax rate are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                      -------------------------------------
                                                         1994         1995         1996
                                                         -----        -----        -----
<S>                                                   <C>          <C>          <C>
Statutory federal income tax rate...................        35.0%        35.0%        35.0%
State and local taxes, net of federal benefit.......        10.9          7.9          5.2
Excess of cost over net assets acquired
  amortization......................................         8.4          5.1          2.1
Other, net..........................................         1.6          4.0          1.3
                                                             ---          ---          ---
Effective income tax rate...........................        55.9%        52.0%        43.6%
                                                             ---          ---          ---
                                                             ---          ---          ---
</TABLE>
 
    In connection with the Acquisition and Merger in 1992, The Company elected
not to step up its tax bases in the assets acquired. Accordingly, the income tax
bases in the assets acquired have not been changed from pre-1988 Acquisition
values. Depreciation and amortization of the higher allocated financial
statement bases are not deductible for income tax purposes, thus increasing the
effective income tax rate reflected in the consolidated financial statements.
 
NOTE 7 RETIREMENT BENEFITS
 
    Essex sponsors two defined benefit retirement plans for substantially all
salaried and hourly employees. Essex also has a supplemental executive
retirement plan which provides retirement benefits based on the same formula as
in effect under the salaried employees' plan, but which only takes into account
compensation in excess of amounts that can be recognized under the salaried
employees' plan. Salaried plan retirement benefits are generally based on years
of service and the employee's compensation during the last several years of
employment. Hourly plan retirement benefits are based on hours worked and years
of service with a fixed dollar benefit level. Essex' funding policy is based on
an actuarially determined cost method allowable under Internal Revenue Service
regulations, the projected unit credit method. Pension plan assets consist
principally of fixed income and equity securities and cash and cash equivalents.
 
    The components of net periodic pension cost for the plans are as follows:
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                   -------------------------------
                                                     1994       1995       1996
                                                   ---------  ---------  ---------
<S>                                                <C>        <C>        <C>
Service cost--benefits earned during the
  period.........................................  $   2,964  $   2,365  $   3,377
Interest costs on projected benefit obligation...      3,643      3,923      4,715
Actual return on plan assets.....................      2,409    (13,597)    (5,123)
Net amortization and deferral....................     (6,458)     9,751        268
                                                   ---------  ---------  ---------
Net periodic pension cost........................  $   2,558  $   2,442  $   3,237
                                                   ---------  ---------  ---------
                                                   ---------  ---------  ---------
</TABLE>
 
                                      F-15
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 7 RETIREMENT BENEFITS (CONTINUED)
    The following table summarizes the funded status of these pension plans and
the related amounts that are recognized in the Consolidated Balance Sheets:
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                          --------------------
                                                            1995       1996
                                                          ---------  ---------
<S>                                                       <C>        <C>
Actuarial present value of benefit obligation:
  Vested................................................  $  42,052  $  44,726
  Nonvested.............................................      3,656      3,804
                                                          ---------  ---------
  Accumulated benefit obligation........................     45,708     48,530
  Effect of projected future salary increases...........     17,195     17,690
                                                          ---------  ---------
  Projected benefit obligation..........................     62,903     66,220
Plan assets at fair value...............................     55,447     60,131
                                                          ---------  ---------
Projected benefit obligation in excess of fair value of
  plan assets...........................................     (7,456)    (6,089)
Unrecognized net gain...................................     (1,312)    (5,131)
Unrecognized prior service cost.........................       (326)      (299)
                                                          ---------  ---------
Pension liability recognized in balance sheets..........  $  (9,094) $ (11,519)
                                                          ---------  ---------
                                                          ---------  ---------
</TABLE>
 
    Certain actuarial assumptions were revised in 1995 and 1996 resulting in an
increase of $13,262 and a decrease of $5,345, respectively, in the projected
benefit obligation.
 
    Following is a summary of significant actuarial assumptions used:
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                         -------------------------------------
                                                            1994         1995         1996
                                                            -----        -----        -----
<S>                                                      <C>          <C>          <C>
Discount rates.........................................         8.5%         7.0%         7.5%
Rates of increase in compensation levels...............         5.0%         5.0%         5.0%
Expected long-term rate of return on assets............         9.0%         9.0%         9.0%
</TABLE>
 
    In addition to the defined benefit retirement plans as detailed above, Essex
also sponsors defined contribution savings plans which cover substantially all
salaried and non-union hourly employees of Essex and certain other hourly
employees, represented by collective bargaining agreements, who negotiate this
benefit into their contract. The purpose of these savings plans is generally to
provide additional financial security during retirement by providing employees
with an incentive to make regular savings. Essex' contributions to the defined
contribution plans totalled $1,088, $1,123 and $1,194 in 1994, 1995 and 1996,
respectively.
 
    Essex also sponsors an unfunded, nonqualified deferred compensation plan
which permits certain key management employees to annually elect to defer a
portion of their compensation and earn a guaranteed interest rate on the
deferred amounts. The total amount of participant deferrals and accrued
interest, which is reflected in other long-term liabilities, was $609 and $1,234
at December 31, 1995 and 1996, respectively.
 
                                      F-16
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 8 REDEEMABLE PREFERRED STOCK, COMMON STOCK SUBJECT TO PUT AND STOCKHOLDERS'
EQUITY
 
    Following is an analysis of redeemable preferred stock, common stock subject
to put and stockholders' equity:
<TABLE>
<CAPTION>
                                                                                STOCKHOLDERS' EQUITY
                                                          ----------------------------------------------------------------
                                       COMMON STOCK
                    REDEEMABLE        SUBJECT TO PUT           COMMON STOCK        ADDITIONAL   CARRYOVER OF    RETAINED
                     PREFERRED    ----------------------  -----------------------    PAID-IN     PREDECESSOR    EARNINGS
                       STOCK       SHARES      AMOUNT       SHARES      AMOUNT       CAPITAL        BASIS       (DEFICIT)
                   -------------  ---------  -----------  ----------  -----------  -----------  -------------  -----------
<S>                <C>            <C>        <C>          <C>         <C>          <C>          <C>            <C>
Balance at
  December 31,
  1993...........    $  34,460    1,016,189   $   5,808   16,559,793   $     165    $  98,935     $ (15,259)    $ (24,174)
 
Net income.......       --           --          --           --          --           --            --             7,486
Preferred stock
  dividend.......        6,008       --          --           --          --           (6,008)       --            --
Accretion of
  preferred
  stock..........          687       --          --           --          --             (687)       --            --
Expiration of put
  rights.........       --          (58,444)       (334)      58,444           1          333        --            --
Stock options
  exercised......       --           --          --           10,250      --               36        --            --
                   -------------  ---------  -----------  ----------       -----   -----------  -------------  -----------
Balance at
  December 31,
  1994...........       41,155      957,745       5,474   16,628,487         166       92,609       (15,259)      (16,688)
 
Net income.......       --           --          --           --          --           --            --            10,300
Preferred stock
  dividend.......        6,962       --          --           --          --           (6,962)       --            --
Accretion of
  preferred
  stock..........          703       --          --           --          --             (703)       --            --
Expiration of put
  rights.........       --         (117,352)       (671)     117,352           1          670        --            --
Stock options
  exercised......       --           --          --           72,868           1          165        --            --
                   -------------  ---------  -----------  ----------       -----   -----------  -------------  -----------
Balance at
  December 31,
  1995...........       48,820      840,393       4,803   16,818,707         168       85,779       (15,259)       (6,388)
 
Net income.......       --           --          --           --          --           --            --            36,325
Issuance of
  common stock...       --          437,709       4,377    5,930,000          59       59,241        --            --
Preferred stock
  dividend.......        4,248       --          --           --          --           (1,906)       --            (2,342)
Accretion of
  preferred
  stock..........        2,024       --          --           --          --             (179)       --            (1,845)
Preferred stock
  redemption.....      (55,092)      --          --           --          --             (411)       --            (3,774)
Expiration of put
  rights.........       --          (15,500)       (101)      15,500      --              101        --            --
Stock options
  exercised......       --           --          --           29,748           1           67        --            --
Increase in fair
  value..........       --           --           3,547       --          --           (3,547)       --            --
                   -------------  ---------  -----------  ----------       -----   -----------  -------------  -----------
Balance at
  December 31,
  1996...........    $  --        1,262,602   $  12,626   22,793,955   $     228    $ 139,145     $ (15,259)    $  21,976
                   -------------  ---------  -----------  ----------       -----   -----------  -------------  -----------
                   -------------  ---------  -----------  ----------       -----   -----------  -------------  -----------
 
<CAPTION>
 
                     TOTAL
                   ---------
<S>                <C>
Balance at
  December 31,
  1993...........  $  59,667
Net income.......      7,486
Preferred stock
  dividend.......     (6,008)
Accretion of
  preferred
  stock..........       (687)
Expiration of put
  rights.........        334
Stock options
  exercised......         36
                   ---------
Balance at
  December 31,
  1994...........     60,828
Net income.......     10,300
Preferred stock
  dividend.......     (6,962)
Accretion of
  preferred
  stock..........       (703)
Expiration of put
  rights.........        671
Stock options
  exercised......        166
                   ---------
Balance at
  December 31,
  1995...........     64,300
Net income.......     36,325
Issuance of
  common stock...     59,300
Preferred stock
  dividend.......     (4,248)
Accretion of
  preferred
  stock..........     (2,024)
Preferred stock
  redemption.....     (4,185)
Expiration of put
  rights.........        101
Stock options
  exercised......         68
Increase in fair
  value..........     (3,547)
                   ---------
Balance at
  December 31,
  1996...........  $ 146,090
                   ---------
                   ---------
</TABLE>
 
    The authorized capital stock of the Company consists of (i) 150,000,000
shares of common stock divided into two classes consisting of Class A Common
Stock, par value $.01 per share (the "Class A Stock"), and Class B Common Stock,
par value $.01 per share ("Class B Stock"), and (ii) 5,000,000
 
                                      F-17
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 8 REDEEMABLE PREFERRED STOCK, COMMON STOCK SUBJECT TO PUT AND STOCKHOLDERS'
EQUITY (CONTINUED)
shares of preferred stock, par value $.01 per share of which 3,100,000 shares
have been designated Series A Cumulative Redeemable Exchangeable Preferred Stock
due 2004 (the "Series A Preferred Stock") and Series B Cumulative Redeemable
Exchangeable Preferred Stock due 2004 (the "Series B Preferred Stock"
collectively the "Redeemable Preferred Stock"). The aggregate number of
Redeemable Preferred Stock that may be issued and outstanding at any one time is
3,100,000 shares. As of December 31, 1996 there were 23,457,057.5 shares of
Class A Stock outstanding, 599,500 shares of Class B Stock outstanding and no
shares of Series B Preferred Stock or Series A Preferred Stock outstanding.
 
COMMON STOCK AND OPTIONS
 
    All shares of Class A common stock and Class B common stock are identical
and entitle holders of each to the same rights and privileges, except that
holders of Class B common stock have no voting rights other than to vote on any
amendment, repeal or modification of any provision of the certificate of
incorporation that adversely affects the powers, preferences or special rights
of holders of Class B common stock. The conversion ratio between Class B common
stock and Class A common stock and vice versa is one to one. The rights and
terms of the Class A common stock and the Class B common stock are more fully
described in the Company's certificate of incorporation. Upon the consummation
of the IPO (see Note 13), there will only be one class of common stock
outstanding as a result of a reclassification in which each share of Class A
common stock and each share of Class B common stock will be reclassified into
one share of common stock.
 
    The members of Essex management who are stockholders of the Company
("Management Stockholders") are subject to agreements that impose certain
restrictions and grant rights on their ownership and transfer of the Company's
stock. Management Stockholders are generally prohibited from transferring shares
of common stock of the Company owned by them before an initial public offering
by the Company (or any successor thereto). Such shares are subject to the right
of first refusal by the Company or BHLP. Any Management Stockholder who
terminates employment with Essex for reasons other than retirement, disability
or death has a limited right, for one year from the date of termination, to
require the Company to repurchase all the stockholder's shares of common stock
of the Company at the lesser of the purchase price paid by such stockholder or
fair market value, as defined. Any Management Stockholder who retires from
Essex, dies or becomes disabled has a limited right, for one year from the date
of termination, to require the Company to repurchase all the stockholder's
shares of common stock of the Company at fair market value, as defined. The
shares of Common Stock that are subject to these repurchase requirements have
been classified as common stock subject to put at their estimated fair value in
the accompanying balance sheet. Changes to the fair value of common stock
subject to put are recorded as adjustments to additional paid-in capital. The
Company has a right to repurchase such shares at fair market value, as defined,
for one year following employment for any reason. Such rights of both the
Company and the stockholder expire upon an initial public offering. Management
Stockholders also have certain "piggyback" registration rights in the event that
the Company registers shares of its common stock for sale under the Securities
Act of 1933.
 
    Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("FAS 123") encourages, but does not require companies
to record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to continue to account for
 
                                      F-18
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 8 REDEEMABLE PREFERRED STOCK, COMMON STOCK SUBJECT TO PUT AND STOCKHOLDERS'
EQUITY (CONTINUED)
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), and related Interpretations. Under APB 25, because the
exercise prices of the Company's stock options are based upon fair value of the
stock at the date of each grant, no compensation expense has been recorded in
connection with the issuance of stock options. A public market does not exist
for the Company's common stock; therefore, the fair value, as approved by the
Board of Directors of the Company, was based upon factors such as sales prices
in the most recent transactions and appropriate earnings multiples.
 
    Grants of options to purchase common stock of the Company have been made to
management and employees of Essex pursuant to, and are subject to the provisions
of, an Amended and Restated Stock Option Plan and individual stock option
agreements. The Amended and Restated Stock Option Plan provides for the issuance
of up to 4,798,144 shares of the Company's common stock. All options granted
have ten year terms and vest and become fully exercisable over periods of one to
three years of continued employment. The number of shares for which all options
are exercisable and the exercise price therefore may be reduced by the Board of
Directors of the Company in accordance with a specified formula.
 
    Pro forma information regarding net income and earnings per share is
required by FAS 123, and has been determined as if the Company had accounted for
its stock options issued in 1995 and 1996 under the fair value method of that
Statement. The fair value for these options was estimated as of the date of
grant using a "minimum value" method acceptable for nonpublic companies. The
effect of applying FAS 123's fair value method to the Company's stock-based
awards results in net income and earnings per share that are not materially
different from amounts reported. Because FAS 123 is applicable only to options
granted subsequent to December 31, 1994, its effect will not be fully reflected
until 1997.
 
    Option valuation models require the input of highly subjective assumptions.
Because the Company's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion the existing models do not necessarily provide a reliable single measure
of the fair value of its stock options.
 
    A summary of the Company's stock option activity, and related information
follows:
 
<TABLE>
<CAPTION>
                                         1994                      1995                      1996
                               ------------------------  ------------------------  ------------------------
<S>                            <C>        <C>            <C>        <C>            <C>        <C>
                                            WEIGHTED-                 WEIGHTED-                 WEIGHTED-
                                             AVERAGE                   AVERAGE                   AVERAGE
                                            EXERCISE                  EXERCISE                  EXERCISE
                                OPTIONS       PRICE       OPTIONS       PRICE       OPTIONS       PRICE
                               ---------  -------------  ---------  -------------  ---------  -------------
Outstanding-beginning of
  year.......................  1,998,300    $    2.06    2,153,800    $    2.34    2,464,175    $    2.94
Granted......................    165,750         5.72      432,500         5.72      462,500         6.52
Exercised....................    (10,250)        2.10     (113,375)        2.04      (46,200)        2.04
Forfeited....................     --           --           (8,750)        5.72       (9,500)        5.72
                               ---------        -----    ---------        -----    ---------        -----
Outstanding-end of year......  2,153,800    $    2.34    2,464,175    $    2.94    2,870,975    $    3.52
                               ---------        -----    ---------        -----    ---------        -----
                               ---------        -----    ---------        -----    ---------        -----
Exercisable at end of year...  1,988,050    $    2.06    1,874,675    $    2.06    1,828,475    $    2.06
</TABLE>
 
                                      F-19
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 8 REDEEMABLE PREFERRED STOCK, COMMON STOCK SUBJECT TO PUT AND STOCKHOLDERS'
EQUITY (CONTINUED)
    As of December 31, 1996 there were 1,618,000 options at $2.00 per share
exercise price, 210,475 options at $2.50 exercise price, 955,000 options at
$5.72 per share exercise price and 87,500 options at $10.00 per share exercise
price outstanding to purchase shares of the Company's common stock. The
weighted-average remaining contractual life of those options is 6.7 years. In
January 1997 the Company issued options to purchase 730,000 shares of the
Company's common stock at a $10.00 exercise price. Such options were granted in
connection with the 1996 private offering to certain management employees and
with regard to the Company's 1996 performance.
 
PREFERRED STOCK AND WARRANTS
 
    On July 3, 1996, the Company called for redemption all of its outstanding
Redeemable Preferred Stock. The Redeemable Preferred Stock was 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 or $59,277 in the
aggregate including redemption expenses.
 
    The redemption of the outstanding Redeemable Preferred Stock was financed by
the Company through a private offering of 5,930,000 shares of its common stock
to certain of its current common stockholders and their affiliates. In December
1996, the private offering was extended to certain management employees of Essex
who, collectively, purchased 437,708.5 shares of common stock. These offerings
were not 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.
 
    In connection with the Acquisition and Merger in 1992 and related issuance
of the Series A Preferred Stock, 2,833,369 warrants to purchase the Company's
common stock (the "Warrants") were issued. The Series A Preferred Stock and
Warrants were recorded at their estimated fair values of which $4,250 was
assigned to the Warrants. The excess of the liquidation preference value over
the carrying value of the Series A Preferred Stock of $4,250, was being accreted
by periodic charges to paid in capital. Such liquidation preference became fully
accreted upon the redemption of the redeemable preferred stock.
 
    The Warrants, of which there were 2,833,369 outstanding at December 31,
1996, are presently exercisable and represent the right to purchase an aggregate
of approximately 10% of the fully diluted common stock of the Company (based on
the common equity, warrants and options outstanding as of December 31, 1996).
The Warrants are exercisable at $5.72 per share and expire on October 9, 2004.
 
NOTE 9 RELATED PARTY TRANSACTIONS
 
    Advisory services fees of $1,000 were paid to an affiliate of BHLP for 1994,
1995 and 1996, respectively. It is expected that financial advisory fees to an
affiliate of BHLP will continue to be paid for such services in the future.
 
NOTE 10 DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION
 
    Essex, to a limited extent, uses forward fixed price contracts and
derivative financial instruments to manage foreign currency exchange and
commodity price risks. Essex does not hold or issue financial
 
                                      F-20
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 10 DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION (CONTINUED)
instruments for investment or trading purposes. Essex is exposed to credit risk
in the event of nonperformance by counterparties for foreign exchange forward
contracts, metal forward price contracts and metals futures contracts, but Essex
does not anticipate nonperformance by any of these counterparties. The amount of
such exposure is generally the unrealized gains within the underlying contracts.
 
FOREIGN EXCHANGE RISK MANAGEMENT
 
    Essex engages in the sale and purchase of goods and services which
periodically require payment or receipt of amounts denominated in foreign
currencies. To protect Essex' related anticipated cash flows from the risk of
adverse foreign currency exchange fluctuations for firm sales and purchase
commitments, Essex enters into foreign currency forward exchange contracts. At
December 31, 1995 Essex had Deutschemark forward exchange sales contracts of
$1,145 and purchase contracts of $886. At December 31, 1996, Essex had no
Deutschemark forward exchange sales contracts but did have $138 of purchase
contracts. The fair value of such contracts approximated the contract amount.
Foreign currency gains or losses resulting from Essex' operating and hedging
activities are recognized in earnings in the period in which the hedged currency
is collected or paid. The related amounts due to or from counterparties are
included in other liabilities or other assets.
 
COMMODITY PRICE RISK MANAGEMENT
 
    Copper, Essex' principal raw material, experiences marked fluctuations in
market prices, thereby subjecting Essex to copper price risk with respect to
copper purchases and to firm and anticipated customer sales contracts.
Derivative financial instruments in the form of copper futures contracts are
utilized by Essex to reduce those risks.
 
    Purchase or "long" contracts are utilized by Essex to hedge firm and
anticipated sales contracts while sales or "short" contracts are employed with
respect to "carryover" copper purchases. Copper carryover purchases represent
that portion of Essex' current month's copper purchase commitments priced at the
current month's average New York Commodity Exchange, Inc. ("COMEX") price, but
not delivered until the following month. Short contracts are utilized to
mitigate risk that copper prices, at the time of copper receipt, are likely to
be below the average COMEX price of the incoming copper carryover.
 
    Purchase contracts at December 31, 1995 and 1996 totalled 14.7 and 42.5
million copper pounds, respectively, with contract amounts of $17,100 and
$42,000 and estimated fair values of $16,900 and $41,300, respectively. There
are no sales contracts at December 31, 1996. Sales contracts at December 31,
1995 totalled 13.5 million copper pounds, with a contract amount of $16,600 and
a fair value of $16,300. Deferred and unrealized gains or losses on these
futures contracts ($100 gain and $700 loss at December 31, 1995 and 1996,
respectively) are included within other assets and will be recognized in
earnings in the period in which the hedged copper is sold to customers and the
underlying contracts are liquidated, when a sale is no longer expected to occur
or when the carryover copper is received.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The Company's financial instruments, exclusive of certain forward contracts
and futures contracts as discussed above, generally consist of cash and cash
equivalents and long-term debt. The carrying
 
                                      F-21
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 10 DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION (CONTINUED)
amounts of the Company's cash and cash equivalents approximated fair value at
December 31, 1995 and 1996 while the carrying amount of the Essex Senior Notes
exceeded fair value by approximately $4,000 at December 31, 1995 and was less
than fair value by approximately $8,000 at December 31, 1996. Fair values with
respect to the Company's foreign currency forward exchange contracts and copper
futures contracts are determined based on quoted market prices.
 
NOTE 11 CONTINGENT LIABILITIES AND COMMITMENTS
 
    There are various claims and pending legal proceedings against Essex
including environmental matters and other matters arising out of the ordinary
course of its business. Pursuant to the 1988 Acquisition, UTC agreed to
indemnify Essex against all losses (as defined) resulting from or in connection
with damage or pollution to the environment and arising from events, operations,
or activities of Essex prior to February 29, 1988 or from conditions or
circumstances existing at February 29, 1988. Except for certain matters relating
to permit compliance, Essex is fully indemnified with respect to conditions,
events or circumstances known to UTC prior to February 29, 1988. The sites
covered by this indemnity are handled directly by UTC and all payments required
to be made are paid directly by UTC. The amounts related to this environmental
contingency are not material to Holding's consolidated financial statements. UTC
also provided a second environmental indemnity which deals with losses related
to environmental events, conditions or circumstances existing at or prior to
February 29, 1988, which only became known in the five year period commencing
February 29, 1988. As to any such losses, Essex is responsible for the first
$4,000 incurred. Management and its legal counsel periodically review the
probable outcome of pending proceedings and the costs reasonably expected to be
incurred. Essex accrues for these costs when it is probable that a liability has
been incurred and the amount of the loss can be reasonably estimated. After
consultation with counsel, in the opinion of management, the ultimate cost to
Essex, exceeding amounts provided, will not materially affect its consolidated
financial position, cash flows or results of operations. There can be no
assurance, however, that future developments will not alter this conclusion.
 
    Since approximately 1990, Essex has been named as a defendant in a limited
number of product liability lawsuits brought by electricians and other skilled
tradesmen claiming injury from exposure to asbestos found in electrical wire
products produced a number of years ago. During 1996, the number of cases filed
against Essex increased to 95 involving approximately 400 claims. Essex'
strategy is to defend these cases vigorously. Essex believes that its liability,
if any, in these matters and the related defense costs will not have a material
adverse effect either individually or in the aggregate upon its business,
financial condition, cash flows or results of operations. There can be no
assurance, however, that future developments will not alter this conclusion.
 
    At December 31, 1996, Essex had purchase commitments of 747.6 million pounds
of copper. This is not expected to be either a quantity in excess of needs or at
prices in excess of amounts that can be recovered upon sale of the related
copper products. The commitments are to be priced based on the COMEX price in
the contractual month of shipment except for 26.6 million pounds of copper that
have been priced at fixed amounts through forward purchase contracts covered by
customer sales agreements at copper prices at least equal to Essex' copper
commitment.
 
    At December 31, 1996, Essex had committed $5,547 to outside vendors for
certain capital projects.
 
                                      F-22
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 11 CONTINGENT LIABILITIES AND COMMITMENTS (CONTINUED)
    Essex occupies space and uses certain equipment under lease arrangements.
Rent expense was $6,912, $7,478 and $8,941 under such arrangements for 1994,
1995 and 1996, respectively. Rental commitments at December 31, 1996 under
long-term noncancellable operating leases were as follows:
 
<TABLE>
<CAPTION>
                                                          REAL ESTATE    EQUIPMENT      TOTAL
                                                          -----------  -------------  ---------
<S>                                                       <C>          <C>            <C>
1997....................................................   $   3,096     $   2,730    $   5,826
1998....................................................       2,962         2,514        5,476
1999....................................................       3,003         1,866        4,869
2000....................................................       2,704           996        3,700
2001....................................................       2,562           681        3,243
After 2001..............................................      10,696           683       11,379
                                                          -----------  -------------  ---------
                                                           $  25,023     $   9,470    $  34,493
                                                          -----------  -------------  ---------
                                                          -----------  -------------  ---------
</TABLE>
 
NOTE 12 QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
1995                                                1ST QTR    2ND QTR    3RD QTR    4TH QTR
- -------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                <C>        <C>        <C>        <C>
Net sales........................................  $ 289,649  $ 288,534  $ 308,288  $ 315,179
Gross margin.....................................     42,426     37,598     44,765     46,350
Income before extraordinary charge...............      3,071      1,015      6,086      3,099
Net income (loss)(a).............................  $   3,071  $  (1,956) $   6,086  $   3,099
 
<CAPTION>
 
1996                                                1ST QTR    2ND QTR    3RD QTR    4TH QTR
- -------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                <C>        <C>        <C>        <C>
Net sales........................................  $ 308,410  $ 337,533  $ 328,777  $ 357,329
Gross margin.....................................     49,759     52,891     58,964     67,975
Income before extraordinary charge...............      6,390      7,596     11,582     11,940
Net income (b)...................................      6,390      7,596     11,582     10,757
Pro forma income per share (see Note 1):
  Pro forma income before extraordinary charge...  $     .23  $     .27  $     .41  $     .43
  Extraordinary charge...........................     --         --         --           (.04)
                                                   ---------  ---------  ---------  ---------
  Pro forma net income...........................  $     .23  $     .27  $     .41  $     .39
                                                   ---------  ---------  ---------  ---------
                                                   ---------  ---------  ---------  ---------
</TABLE>
 
- ------------------------
 
(a) In the second quarter 1995, Essex recognized an extraordinary charge of
    $2,971, net of applicable income tax benefit of $1,980, representing the
    write-off of unamortized deferred debt expense in connection with the
    termination of its former credit agreement.
 
(b) In the fourth quarter 1996, Essex recognized an extraordinary charge of
    $1,183 ($.04 per share), net of applicable income tax benefit of $788,
    representing the write-off of unamortized deferred debt expense in
    connection with the termination of its former credit agreement.
 
                                      F-23
<PAGE>
                            ESSEX INTERNATIONAL INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 13 SUBSEQUENT EVENT
 
    On February 19, 1997 the Company filed a Registration Statement with the
Securities and Exchange Commission for an initial public offering ("IPO") of its
common stock. The proceeds to the Company from the IPO will be used to repay, in
full, the remaining amounts outstanding under the Essex Term Loan and repay a
portion of borrowings outstanding under the Essex Revolving Credit Agreement.
Prior to, or simultaneous with, the consummation of the IPO, the Company will
effect a one for two reverse stock split. All common shares and per share
amounts have been adjusted retroactively to give effect to the reverse stock
split.
 
                                      F-24
<PAGE>
                                  UNDERWRITING
 
    Subject to the terms and conditions of the Underwriting Agreement, the
Company and the Selling Stockholders have agreed to sell to each of the U.S.
Underwriters named below (the "U.S. Underwriters"), and each of such U.S.
Underwriters, for whom Goldman, Sachs & Co., Smith Barney Inc., Donaldson,
Lufkin & Jenrette Securities Corporation and Lehman Brothers Inc. are acting as
representatives, has severally agreed to purchase from the Company and the
Selling Stockholders, the respective number of shares of Common Stock and
Warrants set forth opposite its name below:
 
<TABLE>
<CAPTION>
                                                                  NUMBER OF
                                                                  SHARES OF        NUMBER OF
                        UNDERWRITER                              COMMON STOCK      WARRANTS
- ------------------------------------------------------------  ------------------  -----------
<S>                                                           <C>                 <C>
Goldman, Sachs & Co. .......................................          857,643         440,797
Smith Barney Inc. ..........................................          857,643         440,797
Donaldson, Lufkin & Jenrette Securities Corporation.........          514,473         264,421
Lehman Brothers Inc. .......................................          514,473         264,421
Chase Securities Inc. ......................................           54,803          28,167
Cleary Gull Reiland & McDevitt Inc. ........................           30,197          15,520
A.G. Edwards & Sons, Inc. ..................................           54,803          28,167
EVEREN Securities, Inc. ....................................           54,803          28,167
Furman Selz LLC.............................................           30,197          15,520
Interstate/Johnson Lane Corporation.........................           30,197          15,520
Edward D. Jones & Co., L.P. ................................           30,197          15,520
McDonald & Company Securities, Inc. ........................           30,197          15,520
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........           54,803          28,167
NatCity Investments, Inc. ..................................           30,197          15,520
Oppenheimer & Co., Inc. ....................................           54,803          28,167
Principal Financial Securities, Inc. .......................           30,197          15,520
Prudential Securities Incorporated..........................           54,803          28,167
Rauscher Pierce Refsnes, Inc. ..............................           30,197          15,520
Roney & Co., L.L.C. ........................................           30,197          15,520
Schroder Wertheim & Co. Incorporated........................           54,803          28,167
Stifel, Nicolaus & Company, Incorporated....................           30,197          15,520
                                                                   ----------     -----------
    Total...................................................        3,429,823       1,762,805
                                                                   ----------     -----------
                                                                   ----------     -----------
</TABLE>
 
    The Warrants will not be sold to the public; rather, the Company will redeem
the Warrants for shares of Common Stock and such shares will be sold to the
public. See "Certain Relationships and Related Party Transactions--The
Redemption".
 
    Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares of Common Stock
and Warrants, if any are taken.
 
    The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $0.60 per share. The U.S. Underwriters may allow, and
such dealers may re-allow, a concession not in excess of $0.10 per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.
 
    The Company and the Selling Stockholders have entered into an underwriting
agreement (the "International Underwriting Agreement") with the Underwriters of
the international offering (the "International Underwriters") providing for the
concurrent offer and sale of 1,150,000 shares of Common Stock in an
international offering outside the United States. The offering price and
aggregate underwriting
 
                                      U-1
<PAGE>
discounts and commissions per share for the two offerings are identical. The
closing of the offering made hereby is a condition to the closing of the
international offering, and vice versa. The representatives of the International
Underwriters are Goldman Sachs International, Smith Barney Inc., Donaldson,
Lufkin & Jenrette Securities Corporation and Lehman Brothers International
(Europe).
 
    Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the Offerings, each of the U.S.
Underwriters named herein has agreed that, as a part of the distribution of the
shares offered hereby and subject to certain exceptions, it will offer, sell or
deliver the shares of Common Stock, directly or indirectly, only in the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction (the
"United States") and to U.S. persons, which term shall mean, for purposes of
this paragraph: (a) any individual who is a resident of the United States or (b)
any corporation, partnership or other entity organized in or under the laws of
the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters has agreed or will agree pursuant to the Agreement
Between that, as a part of the distribution of the shares offered as a part of
the international offering, and subject to certain exceptions, it will (i) not,
directly or indirectly, offer, sell or deliver shares of Common Stock (a) in the
United States or to any U.S. persons or (b) to any person whom it believes
intends to reoffer, resell or deliver the shares in the United States or to any
U.S. persons and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.
 
    Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.
 
    The Selling Stockholders have granted the U.S. Underwriters an option
exercisable for 30 days after the date of this Prospectus to purchase up to an
aggregate of 690,000 additional shares of Common Stock, which includes up to
136,573 shares of Common Stock issuable upon redemption of Warrants, solely to
cover over-allotments, if any. If the U.S. Underwriters exercise their
over-allotment option, the U.S. Underwriters have severally agreed, subject to
certain conditions, to purchase approximately the same percentage thereof that
the number of shares and Warrants to be purchased by each of them, as shown in
the foregoing table, bears to the 3,429,823 shares of common Stock and 1,762,805
Warrants. The Common Stock and Warrants will be sold in the same proportion as
the total number of shares of Common Stock bears to the total number of shares
of Common Stock to be received upon redemption of the Warrants. The Selling
Stockholders have granted the International Underwriters a similar option to
purchase up to an aggregate of 172,500 additional shares of Common Stock, which
includes up to 34,143 shares of Common Stock issuable upon redemption of
Warrants.
 
    Certain holders of shares of Common Stock and Warrants, including the
Selling Stockholders, have agreed that, during the period beginning from the
date of this Prospectus and continuing to and including the date 180 days after
the date of the Prospectus, they will not offer, sell, contract to sell, grant
any option to sell, transfer or otherwise dispose of, directly or indirectly,
shares of Common Stock, securities substantially similar to the Common Stock, or
securities exchangeable for or convertible into shares of Common Stock or any
substantially similar security without the prior written consent of Goldman,
Sachs & Co., except for the shares of Common Stock and Warrants offered in
connection with the Offerings. The Company has agreed that, during the period
beginning from the date of this Prospectus and continuing to and including the
date 180 days after the date of the Prospectus, it will not offer, sell,
contract to sell, grant any option to sell, transfer or otherwise dispose of,
directly or indirectly, or file a registration statement relating to, shares of
Common Stock, securities substantially similar to the Common Stock, or
securities exchangeable for or convertible into shares of Common Stock or any
substantially similar security (other than up to 1,300,000 shares of Common
Stock that may be issued in connection with acquisitions and other than pursuant
to employee stock option plans existing, or upon
 
                                      U-2
<PAGE>
the conversion or exchange of convertible or exchangeable securities
outstanding, on the date of this Prospectus) without the prior written consent
of Goldman, Sachs & Co., except for the shares of Common Stock and Warrants
offered in connection with the Offerings.
 
    At the Company's request, the Underwriters have reserved up to $5 million in
aggregate value of shares of Common Stock (the "Directed Shares") for sale at
the initial public offering price to employees of the Company who have advised
the Company of their desire to participate in its future growth. This represents
approximately 6% of the shares offered hereby. The number of shares of Common
Stock available for sale to the general public will be reduced to the extent of
sales of Directed Shares. Any Directed Shares not so purchased will be offered
by the Underwriters on the same basis as all other shares offered hereby.
 
    Prior to this offering, there has been no public market for the Common
Stock. The initial public offering price was negotiated among the Company, the
Selling Stockholders and the representatives of the U.S. Underwriters and the
International Underwriters. Among the factors considered in determining the
initial public offering price of the Common Stock, in addition to prevailing
market conditions, were the Company's historical performance, estimates of the
business potential and earnings prospects of the Company, an assessment of the
Company's management and the consideration of the above factors in relation to
market valuation of companies in related businesses.
 
    The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "SXC", subject to official notice of issuance. In
order to meet one of the requirements for listing the Common Stock on the New
York Stock Exchange, the U.S. Underwriters have undertaken to sell lots of 100
or more shares to a minimum of 2,000 beneficial holders.
 
    During and after the Offerings, the Underwriters may purchase and sell the
Common Stock in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover syndicate short positions
created in connection with the Offerings. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Common Stock; and syndicate short positions involve
the sale by the Underwriters of a greater number of shares of Common Stock than
they are required to purchase from the Company and the Selling Stockholders
(including the shares received from the Company upon the redemption of the
Warrants purchased from the Selling Stockholders) in the Offerings. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers in respect of the Common Stock sold
in the Offerings for their account may be reclaimed by the syndicate if such
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Common Stock which may be higher than the price that might
otherwise prevail in the open market. These transactions may be effected on the
New York Stock Exchange, in the over-the-counter market or otherwise, and these
activities, if commenced, may be discontinued at any time.
 
    The Company, Essex and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act.
 
    Affiliates of Goldman, Sachs & Co. (the GS Partnerships) own over 10% of the
outstanding shares of Common Stock (on a fully diluted basis). Affiliates of
Donaldson, Lufkin & Jenrette Securities Corporation also own over 10% of the
outstanding shares of Common Stock (assuming exercise of such affiliates'
Warrants but not the Warrants or options of any other stockholder). See
"Principal and Selling Stockholders". As a result, this offering will be made in
compliance with the applicable provisions of Conduct Rule 2720 of the National
Association of Securities Dealers, Inc. Accordingly, the initial public offering
price can be no higher than that recommended by a "qualified independent
underwriter" meeting certain standards. In accordance with this requirement,
Smith Barney Inc. is serving in such role and will recommend a price in
compliance with the requirements of Rule 2720. Smith Barney Inc., in its role as
qualified independent underwriter, has performed due diligence investigations
and reviewed and
 
                                      U-3
<PAGE>
participated in the preparation of this Prospectus and the Registration
Statement of which this Prospectus forms a part. In addition, the Underwriters
may not confirm sales to any discretionary account without the prior specific
written approval of the customer.
 
    CEA, one of the Selling Stockholders, is an affiliate of Chase Securities
Inc., one of the U.S. Underwriters, and owns a limited partnership interest in
BCE Partners, L.P. The Chase Manhattan Bank, an affiliate of Chase Securities
Inc., engages in general financing and banking transactions with the Company and
its affiliates, including affiliates of BHLP, is agent on and a lender under the
Essex Revolving Credit Agreement and the Essex Term Loan, will receive its
proportionate share of the repayment of such facilities made from the proceeds
of the Offerings and will be an agent and lender under the Restated Credit
Agreement. See "Description of Certain Indebtedness--Restated Credit Agreement",
"Principal and Selling Stockholders" and "Use of Proceeds."
 
    Joseph H. Gleberman, a Managing Director of Goldman, Sachs & Co., is a
former director of the Company. He resigned from the Board of Directors prior to
the consummation of the Offerings.
 
    This Prospectus may be used by underwriters and dealers in connection with
offers and sales of the Common Stock, including shares initially sold in the
International Offering, to persons located in the United States.
 
                                      U-4
<PAGE>
- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------
 
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                              PAGE
                                              -----
<S>                                        <C>
Prospectus Summary.......................           3
Risk Factors.............................          10
Use of Proceeds..........................          15
Dividend Policy..........................          15
Dilution.................................          16
Capitalization...........................          18
Selected Consolidated Financial and
  Operating Data.........................          19
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations.............................          21
Business.................................          28
Management...............................          42
Principal and Selling Stockholders.......          51
Certain Relationships and Related Party
  Transactions...........................          53
Description of Capital Stock.............          56
Description of Certain Indebtedness......          58
Shares Eligible for Future Sale..........          61
Certain United States Federal Tax
  Consequences To Non-United States
  Holders of Common Stock................          64
Validity of Common Stock.................          67
Experts..................................          67
Available Information....................          67
Index to Financial Statements............         F-1
Underwriting.............................         U-1
</TABLE>
 
                            ------------------------
 
    THROUGH AND INCLUDING MAY 12, 1997 (THE 25TH DAY AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
 
                                5,750,000 SHARES
 
                                     ESSEX
 
                                 INTERNATIONAL
 
                                      INC.
 
                                  COMMON STOCK
 
                           (PAR VALUE $.01 PER SHARE)
 
                            ------------------------
 
                                     [LOGO]
 
                            ------------------------
 
                              GOLDMAN, SACHS & CO.
 
                               SMITH BARNEY INC.
 
                          DONALDSON, LUFKIN & JENRETTE
 
      SECURITIES CORPORATION
 
                                LEHMAN BROTHERS
 
                      REPRESENTATIVES OF THE UNDERWRITERS
 
- ----------------------------------------------
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- ----------------------------------------------
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