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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ESSEX INTERNATIONAL INC.
(NAME OF SUBJECT COMPANY)
SUT ACQUISITION CORP.
SUPERIOR TELECOM INC.
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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297025 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
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STEVEN S. ELBAUM
SUT ACQUISITION CORP.
SUPERIOR TELECOM INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
(212) 757-3333
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
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COPY TO
RONALD R. PAPA, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") relates to the offer by SUT Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware ("Purchaser") and
a wholly owned subsidiary of Superior TeleCom Inc., a corporation organized and
existing under the laws of the State of Delaware ("Parent"), to purchase up to
22,562,135 shares of common stock, par value $0.01 per share (the "Shares"), of
Essex International Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), at a price of $32.00 per Share, net to
the seller in cash (subject to applicable withholding of taxes), without
interest, upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase, dated October 28, 1998 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which were
filed with the Statement as Exhibits (a)(1) and (a)(2), respectively.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b)-(c) is hereby amended and supplemented by adding thereto the
following:
On November 13, 1998, the 15-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, expired without the Federal
Trade Commission or the Department of Justice issuing a second request for
information. A copy of the press release, dated November 16, 1998, issued by
Parent disclosing this information is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
Item 10(f) is hereby amended as follows:
Reference to "the Company" in the following sentence on page 12 in Section 7
("Certain Information Concerning the Company") of the Offer to Purchase is
hereby deleted:
"None of Parent, Purchaser, the Company nor any of their respective
affiliates assumes any responsibility for the validity, reasonableness,
accuracy or completeness of the projections."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibit:
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(a)(9) Press release issued by Parent on November 16, 1998
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SUT ACQUISITION CORP.
By: /s/ STEVEN S. ELBAUM
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Name: Steven S. Elbaum
Title: Chairman of the Board, President
and Chief Executive Officer
SUPERIOR TELECOM INC.
By: /s/ STEVEN S. ELBAUM
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Name: Steven S. Elbaum
Title: Chairman of the Board, President
and Chief Executive Officer
November 16, 1998
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO.
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(a)(9) Press release issued by Parent on November 16, 1998
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Exhibit 99(a)(9)
FOR IMMEDIATE RELEASE:
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COMPANY CONTACT:
SUZANNE D. FERNANDEZ
CORPORATE COMMUNICATIONS
212-757-3333
SUPERIOR TELECOM INC. ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD; TO PROCEED WITH ACQUISITION AND MERGER OF
ESSEX INTERNATIONAL INC.
New York, NY November 16, 1998 -- Superior TeleCom Inc. (NYSE:SUT)
today announced that the 15-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has expired, allowing Superior to proceed with its
acquisition of Essex International Inc. (NYSE:SXC).
As previously announced, Superior and Essex are parties to a merger
agreement. Under the terms of the merger agreement, on October 28, 1998
Superior commenced a tender offer to purchase up to approximately 81% of the
outstanding shares of Essex for $32 per share. The tender offer is scheduled
to expire on November 25, 1998, unless extended, and is subject to a number
of conditions. Following consummation of the tender offer, the merger
agreement provides for the acquisition by Superior of the remaining shares of
Essex in a merger between Essex and a subsidiary of Superior.
Steven S. Elbaum, Chairman and Chief Executive Officer of Superior
stated that "we are pleased that the regulatory review concluded
expeditiously so that we may move ahead to complete the Essex acquisition and
merger as planned and implement the resulting benefits to our shareholders
and customers."
Superior TeleCom Inc. is a leading manufacturer and supplier of
telecommunications cable and wire products to telephone companies,
distributors and system integrators. It also develops and manufactures voice
and data multiplexers and other electronics and signal processing components
and systems.
Except for the historical information herein, the matters discussed
in this news release include forward-looking statements that may involve a
number or risks and uncertainties. Actual results may vary significantly
based on a number of factors, including, but not limited to, risks in product
and technology development, market acceptance of new products and continuing
product demand, the impact of competitive products and pricing, changing
economic conditions, including changes in short term interest rates foreign
currency fluctuation and other risk factors detailed in the Company's most
recent annual report and other filings with the Securities and Exchange
Commission.
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