<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1997
REGISTRATION NO. 333-22043
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ESSEX INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3357 13-3496934
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1601 WALL STREET
FORT WAYNE, IN 46802
(219) 461-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
--------------------------
MR. STEVEN R. ABBOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ESSEX INTERNATIONAL INC.
1601 WALL STREET
FORT WAYNE, IN 46802
(219) 461-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
KRIS F. HEINZELMAN, ESQ. ROBERT W. REEDER, III, ESQ.
CRAVATH, SWAINE & MOORE SULLIVAN & CROMWELL
825 EIGHTH AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10004
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement. If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(A) PER SHARE(B) PRICE(B) FEE(C)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value................ 8,625,000 $20.00 $172,500,000 $52,273
</TABLE>
(a) Includes 1,125,000 shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option.
(b) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) promulgated under the Securities Act of 1933. A
portion of the proposed maximum aggregate offering price represents shares
that are to be offered outside of the United States but that may be resold
from time to time in the United States. Such shares are not being registered
for the purpose of sales outside the United States.
(c) Includes $45,455 previously paid in connection with the original filing on
February 19, 1997 and $6,818 previously paid in connection with Amendment
No. 1 on March 26, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
On April 10, 1997, BCP/Essex Holdings Inc. amended its corporate charter to
change its name to Essex International Inc. The Registration Statement and
Amendment No. 1 thereto were filed under the former corporate name.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is a table of the registration fee for the Securities and
Exchange Commission, the filing fee for the National Association of Securities
Dealers, Inc., the listing fee for the New York Stock Exchange and estimates of
all other expenses to be incurred in connection with the issuance and
distribution of the securities described in this Registration Statement, other
than underwriting discounts and commissions:
<TABLE>
<S> <C>
SEC registration fee........................................... $ 52,273
NASD filing fee................................................ 17,750
NYSE listing fee............................................... 179,100
Printing and engraving expenses................................ 320,000
Legal fees and expenses........................................ 600,000
Accounting fees and expenses................................... 300,000
Transfer agent and registrar fees.............................. 10,000
Miscellaneous.................................................. 20,877
----------
Total.......................................................... $1,500,000
----------
----------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is empowered by Section 145 of the General Corporation Law of
the State of Delaware (the "Delaware Corporation Law"), subject to the
procedures and limitations therein, to indemnify any person against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of such person being or having been a director,
officer, employee or agent of the Registrant. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any By-law, agreement,
vote of stockholders or disinterested directors, or otherwise. The By-laws of
the Registrant provide for indemnification by the Registrant of its directors
and officers to the fullest extent permitted by the Delaware Corporation Law.
The foregoing statements are subject to the detailed provisions of the
Delaware Corporation Law, the Registrant's Amended and Restated Certificate of
Incorporation and the Registrant's By-laws.
Article X of the Registrant's By-laws allows the Registrant to maintain
director and officer liability insurance on behalf of any person who is or was a
director or officer of the Registrant or is or was serving, serves or served as
a director, partner, officer, agent or employee at another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Registrant.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article X of
the Second Amended and Restated Certificate of Incorporation of the Registrant
provides that no director shall be personally liable to the Registrant 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 Registrant 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.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On July 3, 1996, the Registrant issued an aggregate of 5,930,000 shares of
Common Stock to certain of its current stockholders and their affiliates
(including 1,362,298 shares of Common Stock to Bessemer Holdings, L.P., 400,000
shares of Common Stock to an affiliate of Goldman, Sachs & Co. and 230,000
shares of Common Stock to Chase Equity Associates, a California Limited
Partnership) at the price of $10.00 per share (after adjusting for a reverse
stock split). On December 27, 1996, in connection with this offering, the
Registrant issued an additional 437,708.5 shares of Common Stock to certain
management employees of the Registrant at the price of $10.00 per share (after
adjusting for a reverse stock split). The integrated offering, with an aggregate
offering price of $63,677,080, was made pursuant to Rule 506 of Regulation D of
the Securities Act, being an offering made by an issuer to no more than 35
purchasers (as defined) without any general solicitation and otherwise pursuant
to the requirements of Rule 506.
In January 1996, the Registrant granted to employees, in connection with
1995 performance, options to purchase up to 375,000 shares of Common Stock at an
exercise price of $5.72 per share. In October 1996, the Registrant granted to
employees options to purchase up to 87,500 shares of Common Stock at an exercise
price of $10.00 per share. In January 1997, the Registrant granted to employees,
in connection with 1996 performance and the 1996 private stock offering
described in the preceding paragraph, options to purchase up to 730,000 shares
of Common Stock at an exercise price of $10.00 per share.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<C> <S>
**1.1 --Form of U.S. Underwriting Agreement
**1.2 --Form of International Underwriting Agreement
2.1 --Agreement and Plan of Merger, dated as of July 24, 1992, between B E Acquisition Corporation and the
Registrant (then known as MS/Essex Holdings, Inc.), incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
"Commission") on August 10, 1992 (Commission File No. 1-10211)
2.2 --Amendment dated as of October 1, 1992, to the Agreement and Plan of Merger between B E Acquisition
Corporation and the Registrant, incorporated by reference to Exhibit 2.2 to the Registrant's Current
Report on Form 8-K, filed with the Commission on October 26, 1992 (Commission File No. 1-10211)
2.3 --Stock Purchase Agreement, dated January 15, 1988, between the Registrant (then known as MS/Essex
Holdings Inc.) and United Technologies Corporation, incorporated by reference to Exhibit 2.02 to
Essex Group, Inc.'s Registration Statement on Form S-1, filed with the Commission on March 24, 1988
(Commission File No. 33-20825)
**3.1 --Form of Second Amended and Restated Certificate of Incorporation of the Registrant
3.2 --Conformed Restated Certificate of Incorporation of the Registrant, incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on November
13, 1996 (Commission File No. 1-10211)
**3.3 --Form of By-laws of the Registrant
4.1 --Stock and Warrant Subscription Agreement dated as of October 9, 1992, among B E Acquisition
Corporation, certain affiliates of Donaldson, Lufkin & Jenrette, Inc., certain affiliates of Goldman,
Sachs & Co. and Chemical Equity Associates, A California Limited Partnership, incorporated by
reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211)
4.2 --Warrant Agreement dated as of October 9, 1992, among B E Acquisition Corporation, certain affiliates
of Donaldson, Lufkin & Jenrette, Inc. and certain affiliates of Goldman, Sachs & Co., incorporated by
reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211)
4.3 --Amendment No. 2 dated as of June 5, 1995 to the Stock and Warrant Subscription Agreement dated as of
October 9, 1992 among the Registrant, certain affiliates of Donaldson, Lufkin & Jenrette, Inc.,
certain affiliates of Goldman, Sachs & Co., and Chemical Equity Associates, A California Limited
Partnership incorporated by reference to Exhibit 4.04 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, filed with the Commission on February 19, 1997
(Commission File No. 1-10211)
4.4 --Indenture dated as of May 7, 1993, among Essex Group, Inc. and NBD Bank, National
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
Association, as trustee under which the 10% Senior Notes Due 2003 are outstanding, incorporated by
reference to Exhibit 4.1 to the Essex Registration Statement on Pre-Effective Amendment No. 1 to Form
S-2 (Commission File No. 33-59488)
<C> <S>
**4.5 --Amended and Restated Credit Agreement, dated as of October 31, 1996, among the Registrant, Essex
Group, Inc., the lenders named therein and The Chase Manhattan Bank, as administrative agent
4.6 --Credit Agreement dated as of October 31, 1996, among the Registrant, Essex Group, Inc., the lenders
named therein and The Chase Manhattan Bank, as administrative agent, incorporated by reference to
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on November
13, 1996 (Commission File No. 1-10211)
4.7 --Senior Unsecured Note Agreement dated as of April 12, 1995, among the Registrant, as guarantor, Essex
Group, Inc., the lenders named therein and The Chase Manhattan Bank, as administrative agent,
incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed
with the Commission on May 12, 1995 (Commission File No. 1-10211)
4.8 --Agreement and Lease dated as of April 12, 1995, between Mellon Financial Services Corporation #3 and
Essex Group, Inc., incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q, filed with the Commission on May 12, 1995 (Commission File No. 1-10211)
5 --Opinion of Cravath, Swaine & Moore
9.1 --Management Stockholders and Registration Rights Agreement dated as of October 9, 1992, among B E
Acquisition Corporation, Bessemer Capital Partners, L.P. and certain employees of the Registrant's
subsidiaries, incorporated by reference to Exhibit 28.3 to the registrant's Current Report on Form
8-K, filed with the Commission on October 26, 1992 (Commission File No. 1-10211)
9.2 --Form of Irrevocable Proxy dated as of October 9, 1992, granted to Bessemer Capital Partners, L.P. by
certain employees of the Registrant's subsidiaries, incorporated by reference to Exhibit 28.4 to the
Registrant's Current Report on Form 8-K, filed with the Commission on October 26, 1992 (Commission
File No. 1-10211)
9.3 --Form of Irrevocable Proxy dated December 1996, granted to Bessemer Holdings, L.P. by certain
employees of the Registrant's subsidiaries, incorporated by reference to Exhibit 9.06 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the
Commission on February 19, 1997 (Commission File No. 1-10211)
9.4 --Amendment No. 1 dated as of July 3, 1996, to the Management Stockholders Agreement, incorporated by
reference to Exhibit 9.04 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on February 19, 1997 (Commission File No. 1-10211)
9.5 --Amendment No. 2 dated as of December 11, 1996, to the Management Stockholders Agreement, incorporated
by reference to Exhibit 9.05 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on February 19, 1997 (Commission File No. 1-10211)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<C> <S>
**9.6 --Termination, Amendment and Approval Agreement
10.1 --Engagement Letter dated July 22, 1992 between Bessemer Capital Partners, L.P. and Donaldson, Lufkin &
Jenrette Securities Corporation, incorporated by reference to Exhibit 10.10 to the Essex Annual
Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-7418)
10.2 --Amendment dated October 9, 1992 among Bessemer Capital Partners, L.P., B E Acquisition Corporation,
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs & Co., to Engagement Letter
dated July 22, 1992 among Bessemer Capital Partners, L.P. and Donaldson, Lufkin & Jenrette Securities
Corporation, incorporated by reference to Exhibit 10.11 to the Essex Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (Commission file No. 1-74181)
10.3 --Advisory Services Agreement dated as of December 15, 1992, among Bessemer Capital Partners, L.P., the
Registrant and Essex Group, Inc. incorporated by reference to Exhibit 10.15 to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-10211)
**10.4 --Form of Registration Rights Agreement between Bessemer Holdings, L.P. and the Registrant
**10.5 --Form of Termination Benefits Agreement
10.6 --Registration Rights Agreement ("Registration Rights Agreement") dated as of October 9, 1992, among B
E Acquisition Corporation, certain affiliates of Donaldson, Lufkin & Jenrette, Inc., certain
affiliates of Goldman, Sachs & Co., and Chemical Equity Associates, A California Limited Partnership,
incorporated by reference to Exhibit 28.2 to the Registrant's Current Report on Form 8-K, filed with
the Commission on October 26, 1992 (Commission File No. 1-10211)
10.7 --Amendment No. 1 dated as of June 5, 1995, to the Registration Rights Agreement incorporated by
reference to Exhibit 99.02 of the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on February 19, 1997 (Commission File No. 1-10211)
10.8 --Amended and Restated Stock Option Plan ("Stock Option Plan") of the Registrant, incorporated by
reference to Exhibit 4.7 to the Registrant's Current Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211)
10.9 --Amendment No. 1 to the Stock Option Plan, incorporated by reference to Exhibit 99.04 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the
Commission on February 19, 1997 (Commission File No. 1-10211)
**10.10 --Form of Amendment No. 2 to Stock Option Plan
**11.1 --Pro forma earnings per share
**21.1 --Subsidiaries of the Registrant
**23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Cravath, Swaine & Moore (included in Exhibit 5)
**24. --Powers of Attorney (included in signature page of previous filing)
</TABLE>
II-5
<PAGE>
- ------------------------
** Previously filed
(b) Schedule(s):
Schedule I--Parent Company Only Condensed Financial Statements
Schedule II--Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing of the Offerings, certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Wayne,
State of Indiana, on April 16, 1997.
<TABLE>
<S> <C> <C>
ESSEX INTERNATIONAL INC.
(Registrant)
By: /s/ DAVID A. OWEN
------------------------------------------
David A. Owen
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ------------------------------------- -----------------
<C> <S> <C>
* President, Chief Executive Officer April 16, 1997
- --------------------------------- and Director (Principal Executive
Steven R. Abbott Officer)
/s/ DAVID A. OWEN Executive Vice President, Chief April 16, 1997
- --------------------------------- Financial Officer and Treasurer
David A. Owen (Principal Financial and Accounting
Officer)
* Director April 16, 1997
- ---------------------------------
Rodney A. Cohen
Director
- ---------------------------------
Stuart S. Janney, III
* Director April 16, 1997
- ---------------------------------
Robert D. Lindsay
* Director April 16, 1997
- ---------------------------------
Joseph H. Gleberman
* Director April 16, 1997
- ---------------------------------
Ward W. Woods
*By: /S/ DAVID A. OWEN
- ---------------------------------
David A. Owen
Attorney-In-Fact
</TABLE>
II-7
<PAGE>
SCHEDULE I
ESSEX INTERNATIONAL INC.
PARENT COMPANY ONLY CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
IN THOUSANDS OF DOLLARS
ASSETS
Cash and cash equivalents............................................................... $ 38 $ 1,530
Refundable income taxes................................................................. 3,062 1,211
Due from Essex Group, Inc. ............................................................. 384 5,153
Investment in Essex Group, Inc.......................................................... 114,678 151,066
----------- -----------
$ 118,162 $ 158,960
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued liabilities..................................................................... $ 239 $ 244
Redeemable preferred stock.............................................................. 48,820 --
Common stock subject to put............................................................. 4,803 12,626
Stockholders' equity:
Common stock ....................................................................... 168 228
Additional paid in capital ......................................................... 85,779 139,145
Carryover of Predecessor basis ..................................................... (15,259) (15,259)
Retained earnings (deficit)......................................................... (6,388) 21,976
----------- -----------
64,300 146,090
----------- -----------
$ 118,162 $ 158,960
----------- -----------
----------- -----------
</TABLE>
See Note to Condensed Financial Statements
S-1
<PAGE>
SCHEDULE I
(CONTINUED)
ESSEX INTERNATIONAL INC.
PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1994 1995 1996
--------- -------------- ---------
<S> <C> <C> <C>
IN THOUSANDS OF DOLLARS
------------------------------------
Costs and Expenses:
Interest expense ....................................................... $ 36,165 $ 14,476 $ --
Other expense, net ..................................................... (280) 47 63
--------- -------------- ---------
Loss before income taxes, equity in earnings of subsidiary, and
extraordinary charge ................................................... (35,885) (14,523) (63)
Income tax benefit ....................................................... (13,200) (5,300) --
--------- -------------- ---------
Loss before equity in earnings of subsidiary and extraordinary charge..... (22,685) (9,223) (63)
Equity in earnings of Essex Group, Inc. before extraordinary charge ...... 30,171 22,494 37,571
--------- -------------- ---------
Income before extraordinary charge ....................................... 7,486 13,271 37,508
Equity in Essex Group, Inc. extraordinary charge-net of income tax
benefit................................................................. -- 2,971 1,183
--------- -------------- ---------
Net income ............................................................... $ 7,486 $ 10,300 $ 36,325
--------- -------------- ---------
--------- -------------- ---------
</TABLE>
See Note to Condensed Financial Statements
S-2
<PAGE>
SCHEDULE I
(CONTINUED)
ESSEX INTERNATIONAL INC.
PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1994 1995 1996
---------- -------------- ------------
<S> <C> <C> <C>
IN THOUSANDS OF DOLLARS
OPERATING ACTIVITIES
Net income........................................................... $ 7,486 $ 10,300 $ 36,325
Adjustments to reconcile net income to cash provided by operating
activities:
Equity in earnings of Essex Group, Inc............................. (30,171) (19,523) (36,388)
Non cash interest expense.......................................... 36,183 14,476 --
Provision for deferred income taxes................................ 575 1,511 --
Loss on repurchase of debt......................................... 187 -- --
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued liabilities.... 2,262 (3,708) 73
(Increase) decrease in amount due from Essex Group, Inc............ (14,616) 32,595 (4,769)
(Increase) decrease in other assets................................ 2,704 (1,555) 1,851
---------- -------------- ------------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES............. 4,610 34,096 (2,908)
---------- -------------- ------------
FINANCING ACTIVITIES
Preferred stock redemption........................................... -- -- (59,277)
Common stock issuance................................................ -- -- 63,677
Dividend received from Essex Group, Inc.............................. -- 238,748 --
Proceeds from exercised stock options................................ 21 -- --
Repurchase of senior discount debentures............................. (4,745) (272,850) --
---------- -------------- ------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES............. (4,724) (34,102) 4,400
---------- -------------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................... (114) (6) 1,492
Cash and cash equivalents at beginning of year....................... 158 44 38
---------- -------------- ------------
Cash and cash equivalents at end of year............................. $ 44 $ 38 $ 1,530
---------- -------------- ------------
---------- -------------- ------------
</TABLE>
See Note to Condensed Financial Statements
S-3
<PAGE>
SCHEDULE I
(CONTINUED)
ESSEX INTERNATIONAL INC.
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS
NOTE TO CONDENSED FINANCIAL STATEMENTS
Detailed notes to consolidated financial statements of Essex International
Inc. (formerly known as BCP/Essex Holdings Inc.) ("ESI") are included beginning
on page F-6.
ESI is beneficially owned by Bessemer Holdings, L.P., members of management,
other current and former employees of Essex Group, Inc. ("Essex") and certain
other investors. ESI is the holding company for Essex. The principal asset of
ESI is all of the outstanding common stock of Essex. The investment in Essex is
accounted for using the equity method for this presentation. All of such stock
is pledged to the lenders of Essex under bank financing agreements. Generally,
ESI has no source of income other than the earnings, if any, of Essex.
ESI and Essex file a consolidated U.S. federal income tax return. Under a
tax sharing agreement, Essex' aggregate income tax liability is calculated as if
it were to file a separate return with its subsidiaries.
S-4
<PAGE>
SCHEDULE II
ESSEX INTERNATIONAL INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1994 1995 1996
--------- -------------- ---------
<S> <C> <C> <C>
IN THOUSANDS OF DOLLARS
Allowance for doubtful accounts:
Balance at beginning of year .............................................. $ 2,811 $ 3,537 $ 3,930
Provision.................................................................. 1,332 676 1,782
Write-offs ................................................................ (900) (476) (738)
Recoveries ................................................................ 294 193 265
--------- ------- ---------
Balance at end of year .................................................... $ 3,537 $ 3,930 $ 5,239
--------- ------- ---------
--------- ------- ---------
</TABLE>
S-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ---------
<C> <S>
**1.1 --Form of U.S. Underwriting Agreement
**1.2 --Form of International Underwriting Agreement
2.1 --Agreement and Plan of Merger, dated as of July 24, 1992, between B E Acquisition Corporation and the
Registrant (then known as MS/Essex Holdings, Inc.), incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
"Commission") on August 10, 1992 (Commission File No. 1-10211)
2.2 --Amendment dated as of October 1, 1992, to the Agreement and Plan of Merger between B E Acquisition
Corporation and the Registrant, incorporated by reference to Exhibit 2.2 to the Registrant's Current
Report on Form 8-K, filed with the Commission on October 26, 1992 (Commission File No. 1-10211)
2.3 --Stock Purchase Agreement, dated January 15, 1988 between the Registrant (then known as MS/Essex
Holdings Inc.) and United Technologies Corporation, incorporated by reference to Exhibit 2.02 to
Essex Group, Inc.'s Registration Statement on Form S-1, filed with the Commission on March 24, 1988
(Commission File No. 33-20825)
**3.1 --Form of Second Amended and Restated Certificate of Incorporation of the Registrant
3.2 --Conformed Restated Certificate of Incorporation of the Registrant, incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on November
13, 1996 (Commission File No. 1-10211)
**3.3 --Form of By-laws of the Registrant
4.1 --Stock and Warrant Subscription Agreement dated as of October 9, 1992, among B E Acquisition
Corporation, certain affiliates of Donaldson, Lufkin & Jenrette, Inc., certain affiliates of Goldman,
Sachs & Co. and Chemical Equity Associates, A California Limited Partnership, incorporated by
reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211)
4.2 --Warrant Agreement dated as of October 9, 1992, among B E Acquisition Corporation, certain affiliates
of Donaldson, Lufkin & Jenrette, Inc. and certain affiliates of Goldman, Sachs & Co., incorporated by
reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211)
4.3 --Amendment No. 2 dated as of June 5, 1995 to the Stock and Warrant Subscription Agreement dated as of
October 9, 1992 among the Registrant, certain affiliates of Donaldson, Lufkin & Jenrette, Inc.,
certain affiliates of Goldman, Sachs & Co., and Chemical Equity Associates, A California Limited
Partnership incorporated by reference to Exhibit 4.04 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, filed with the Commission on February 19, 1997
(Commission File No. 1-10211)
4.4 --Indenture dated as of May 7, 1993, among Essex Group, Inc. and NBD Bank, National Association, as
trustee under which the 10% Senior Notes Due 2003 are outstanding, incorporated by reference to
Exhibit 4.1 to the Essex Registration Statement on Pre-Effective Amendment No. 1 to Form S-2
(Commission File No. 33-59488)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ---------
<C> <S>
**4.5 --Amended and Restated Credit Agreement, dated as of October 31, 1996, among the Registrant, Essex
Group, Inc., the lenders named therein and The Chase Manhattan Bank, as administrative agent
4.6 --Credit Agreement dated as of October 31, 1996, among the Registrant, Essex Group, Inc., the lenders
named therein and The Chase Manhattan Bank, as administrative agent, incorporated by reference to
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on November
13, 1996 (Commission File No. 1-10211)
4.7 --Senior Unsecured Note Agreement dated as of April 12, 1995, among the Registrant, as guarantor, Essex
Group, Inc., the lenders named therein and The Chase Manhattan Bank, as administrative agent,
incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed
with the Commission on May 12, 1995 (Commission File No. 1-10211)
4.8 --Agreement and Lease dated as of April 12, 1995, between Mellon Financial Services Corporation #3 and
Essex Group, Inc., incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q, filed with the Commission on May 12, 1995 (Commission File No. 1-10211)
5 --Opinion of Cravath, Swaine & Moore
9.1 --Management Stockholders and Registration Rights Agreement dated as of October 9, 1992, among B E
Acquisition Corporation, Bessemer Capital Partners, L.P. and certain employees of the Registrant's
subsidiaries, incorporated by reference to Exhibit 28.3 to the registrant's Current Report on Form
8-K, filed with the Commission on October 26, 1992 (Commission File No. 1-10211)
9.2 --Form of Irrevocable Proxy dated as of October 9, 1992, granted to Bessemer Capital Partners, L.P. by
certain employees of the Registrant's subsidiaries, incorporated by reference to Exhibit 28.4 to the
Registrant's Current Report on Form 8-K, filed with the Commission on October 26, 1992 (Commission
File No. 1-10211)
9.3 --Form of Irrevocable Proxy dated December 1996, granted to Bessemer Holdings, L.P. by certain
employees of the Registrant's subsidiaries, incorporated by reference to Exhibit 9.06 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the
Commission on February 19, 1997 (Commission File No. 1-10211)
9.4 --Amendment No. 1 dated as of July 3, 1996, to the Management Stockholders Agreement, incorporated by
reference to Exhibit 9.04 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on February 19, 1997 (Commission File No. 1-10211)
9.5 --Amendment No. 2 dated as of December 11, 1996, to the Management Stockholders Agreement, incorporated
by reference to Exhibit 9.05 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on February 19, 1997 (Commission File No. 1-10211)
**9.6 --Termination, Amendment and Approval Agreement
10.1 --Engagement Letter dated July 22, 1992 between Bessemer Capital Partners, L.P. and Donaldson, Lufkin &
Jenrette Securities Corporation, incorporated by reference to Exhibit 10.10 to the Essex Annual
Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-7418)
10.2 --Amendment dated October 9, 1992 among Bessemer Capital Partners, L.P., B E
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ---------
Acquisition Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co., to Engagement Letter dated July 22, 1992 among Bessemer Capital Partners, L.P. and Donaldson,
Lufkin & Jenrette Securities Corporation, incorporated by reference to Exhibit 10.11 to the Essex
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission file No. 1-74181)
<C> <S>
10.3 --Advisory Services Agreement dated as of December 15, 1992, among Bessemer Capital Partners, L.P., the
Registrant and Essex Group, Inc. incorporated by reference to Exhibit 10.15 to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-10211)
**10.4 --Form of Registration Rights Agreement between Bessemer Holdings, L.P. and the Registrant
**10.5 --Form of Termination Benefits Agreement
10.6 --Registration Rights Agreement ("Registration Rights Agreement") dated as of October 9, 1992, among B
E Acquisition Corporation, certain affiliates of Donaldson, Lufkin & Jenrette, Inc., certain
affiliates of Goldman, Sachs & Co., and Chemical Equity Associates, A California Limited Partnership,
incorporated by reference to Exhibit 28.2 to the Registrant's Current Report on Form 8-K, filed with
the Commission on October 26, 1992 (Commission File No. 1-10211)
10.7 --Amendment No. 1 dated as of June 5, 1995, to the Registration Rights Agreement incorporated by
reference to Exhibit 99.02 of the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on February 19, 1997 (Commission File No. 1-10211)
10.8 --Amended and Restated Stock Option Plan ("Stock Option Plan") of the Registrant, incorporated by
reference to Exhibit 4.7 to the Registrant's Current Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211)
10.9 --Amendment No. 1 to the Stock Option Plan, incorporated by reference to Exhibit 99.04 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the
Commission on February 19, 1997 (Commission File No. 1-10211)
**10.10 --Form of Amendment No. 2 to Stock Option Plan
**11.1 --Pro forma earnings per share
**21.1 --Subsidiaries of the Registrant
**23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Cravath, Swaine & Moore (included in Exhibit 5)
**24. --Powers of Attorney (included in signature page of previous filing)
</TABLE>
- ------------------------
** Previously filed.
<PAGE>
Exhibit 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
April 16, 1997
Essex International Inc.
------------------------
Public Offering of up to 8,625,000 shares of
--------------------------------------------
Common Stock, Par Value $.01 Per Share,
---------------------------------------
Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Essex International Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on
Form S-1 (File No. 333-22043) (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933 (the
"Act"), for the registration under the Act of up to 8,625,000 shares of Common
Stock, par value $0.01 per share (the "Shares"), of the Company, including the
Shares issuable upon exercise of the overallotment options. The Shares are to
be sold pursuant to a U.S. Underwriting Agreement (the "U.S. Underwriting
Agreement") to be entered into among the Company, certain selling stockholders
listed therein (the "Selling Stockholders"), and Goldman, Sachs & Co., Smith
Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Lehman
Brothers Inc., as representatives of the several U.S. Underwriters named
therein (collectively, the "U.S. Underwriter") and an International
Underwriting Agreement (the "International Underwriting Agreement") to be
entered into among the Company, the Selling Stockholders, and Goldman Sachs
International, Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities
Corporation and Lehman Brothers International (Europe), as representatives of
the several International Underwriters named therein (the "International
Underwriters").
In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instru-
<PAGE>
2
ments as we have deemed necessary or appropriate for the purposes of this
opinion.
Based on the foregoing, we are of opinion that the Shares have been
duly and validly authorized, and when issued and delivered to and paid for by
the U.S. Underwriters pursuant to the U.S. Underwriting Agreement and by the
International Underwriters pursuant to the International Underwriting
Agreement, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
Prospectus under the caption "Validity of Common Stock".
Very truly yours,
/s/ Cravath, Swaine & Moore
Essex International Inc.
1601 Wall Street
Fort Wayne, IN 46802
