SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUPERIOR TELECOM INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
868365107
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(CUSIP Number)
Debra F. Minott
Essex International Inc.
1601 Wall Street
Fort Wayne, IN 46802
(219) 461-4439
with a copy to
Richard Climan, Esq.
Paul Quinlan, Esq.
Cooley Godward LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 21, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-
7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
CUSIP No. 868365107
1 Names of Reporting Persons
Identification Nos. of Above Persons (entities only)
ESSEX INTERNATIONAL INC.
13-3496934
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 8 Shared Voting Power
Beneficially 8,092,560 (Common Stock)
Owned by Each 9 Sole Dispositive Power
Reporting 10 Shared Dispositive Power
Person With
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,092,560 (Common Stock)
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13 Percent of Class Represented
by Amount in Row (11)
50.1%
14 Type of Reporting Person (See Instructions)
CO
Item 1. Security and Issuer.
(a) This Schedule 13D relates to Common Stock, $0.01 par value per share, of
Superior TeleCom Inc. (the "Shares").
(b) The issuer is Superior TeleCom Inc., a Delaware corporation
("Superior").
(c) The address of the issuer's principal executive office is 1790 Broadway,
Suite 1500, New York, NY 10019.
Item 2. Identity and Background.
(a) This statement is filed by Essex International Inc., a Delaware
corporation (the "Company"). The Company is the holding company of
Essex Group, Inc., a Michigan corporation ("Essex Group"). Essex Group
is a developer, manufacturer and distributor of electrical wire and
cable and insulation.
(b) The address of the principal business offices of the Company is 1601
Wall Street, Fort Wayne, Indiana 46802.
(c) Set forth in Schedule I to this Schedule 13D are the name and present
principal occupation or employment of each of the Company's executive
officers and directors and the name, principal business and address of
any corporation or other organization in which employment is conducted.
(d) During the last five years, there have been no criminal proceedings
against the Company or, to the best knowledge of the Company, any of the
other persons with respect to whom information is given in response to
this Item 2.
(e) During the last five years, neither the Company nor, to the best
knowledge of the Company, any of the other persons with respect to whom
information is given in response to this Item 2 has been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect
to such laws.
(f) To the best knowledge of the Company, all the directors and executive
officers of the Company named in Schedule I to this Schedule 13D are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
To facilitate the series of transactions described in Item 4
below, The Alpine Group, Inc., a Delaware corporation and the controlling
stockholder of Superior ("Alpine"), and the Company have entered into a
voting agreement, dated as of October 21, 1998 (the "Voting Agreement").
Item 4. Purpose of Transaction.
(a), (b), (e), (f) and (g) Pursuant to the Agreement and Plan of
Merger, dated as of October 21, 1998, among Superior, SUT Acquisition Corp.,
a wholly owned subsidiary of Superior ("SUT"), and the Company (the "Merger
Agreement"), and subject to the conditions set forth therein (including any
required regulatory approval and the approval of stockholders of Superior and
the Company), SUT will make a tender offer (the "Offer") to purchase up to
approximately 81% of the issued and outstanding shares of Common Stock of the
Company at a price of $32.00 per share. As soon as practicable after
consummation of the Offer, SUT will be merged with and into the Company (the
"Merger"), and the Company will be the surviving corporation of the Merger.
In the Merger, each share of common stock of the Company (other than shares
held by Superior or the Company) will be converted into (a) the right to
receive 0.64 of a share of Series A Cumulative Convertible Exchangeable
Preferred Stock, liquidation preference $50.00 per share, of Superior
("Superior Preferred Stock") or (b) to the extent the Offer is not fully
subscribed, a mix of cash and Superior Preferred Stock.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the copy of the Merger Agreement included as
Exhibit 1 to this Schedule 13D and incorporated herein in its entirety by
reference.
Pursuant to the Voting Agreement described in Item 3 above, Alpine
has agreed that it will, at any meeting of the stockholders of Superior,
however called, or in connection with any written consent of such
stockholders, vote (or cause to be voted) the Shares then held of record by
Alpine or which Alpine has the right to vote (A) in favor of (1) amendment to
the Certificate of Incorporation of Superior to authorize additional shares
of preferred stock, par value $0.01 per share, of Superior; (2) the issuance
of Superior Preferred Stock, in the case of clauses (1) and (2) hereof, in
accordance with the terms of the Merger Agreement, state law and the
Certificate of Incorporation and By-laws of Superior; and (3) any other
matters submitted to the stockholders of Superior to authorize or facilitate
the transactions contemplated by the Merger Agreement; and (B) against any
matters submitted to the stockholders of Superior inconsistent with the
transactions contemplated by the Merger Agreement. As of the date of the
Voting Agreement, Alpine was the beneficial owner of 8,092,560 Shares.
The foregoing summary of the Voting Agreement is qualified in its
entirety by reference to the copy of the Voting Agreement included as Exhibit
2 to this Schedule 13D and incorporated herein in its entirety by reference.
(c), (d), (h) and (i) Not applicable.
(j) Other than as described above, the Company has no plan or
proposal which relates to, or may result in, any of the matters listed in
Items 4(a)-(i) of this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of the Voting Agreement, the Company has
shared power to vote an aggregate of 8,092,560 Shares for the limited
purposes described in Item 4 above. Such shares constitute approximately
50.1% of the issued and outstanding Shares as of October 21, 1998.
To the Company's knowledge, no Shares are beneficially owned by
any of the persons named in this Schedule 13D except for such beneficial
ownership, if any, arising solely from the Voting Agreement.
Set forth in Schedule II to this Schedule 13D is the name and
present principal occupation or employment of each person with whom the
Company shares the power to vote or to direct the vote or to dispose or
direct the disposition of the Shares.
During the past five, years, to the Company's knowledge, no person
named in Schedule II to this Schedule 13D was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
To the Company's knowledge, all person named in Schedule II to
this Schedule 13D are citizens of the United States.
(c) Neither the Company nor, to the Company's knowledge, any
person named in Schedule I, has effected any transaction in Superior Common
Stock during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Merger Agreement, Alpine and the Company
have entered into a Voting Agreement, the terms of which are described in
Item 4 above.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger, dated as of October 21,
1998, by and among Superior, SUT and the Company (incorporated by reference
to Exhibit (c)(1) of the Schedule 14D-1 of SUT and Superior filed with the
Securities and Exchange Commission (the "SEC") on October 28, 1998).
Exhibit 2: Voting Agreement, dated as of October 21, 1998, by and
among Alpine and the Company (incorporated by reference to Exhibit 4 of the
Schedule 14D-9 of the Company filed with the SEC on October 28, 1998).
Signature
After reasonable 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.
Date: October 30, 1998
ESSEX INTERNATIONAL INC.
BY: ---------------------------
Name: Steven R. Abbott
Title: Chairman, President and
Chief Executive Officer
Schedule I
Directors and Executive Officers
of Essex International Inc.
Names of Directors and Principal Occupation
Executive Officers Business Address or Employment
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Steven R. Abbott Essex International Inc. President & Chief
1601 Wall Street Executive Officer
Fort Wayne, IN 46802 Essex International Inc.
Rodney A. Cohen Bessemer Partners & Co. Sole stockholder and
630 Fifth Avenue President of a corpo-
New York, NY 10011 ration that is a manager
of Kylix Holdings,
L.L.C. ("Kylix")<F1>,
which is the sole
general partner of
Bessemer Holdings, L.P.
and Bessec Holdings,
L.P. (collectively, the
"BH Group").<F2> Sole
stockholder and presi-
dent of a corporation
that is a general
partner of Bessemer
Partners & Co.
("BP&Co.")<3>
Robert D. Lindsay Bessemer Partners & Co. Sole stockholder and
President of a corpo-
ration that is a
Manager of Kylix. Sole
stockholder and
President of a corpo-
ration that is a
general partner of
BP&Co.
Ward W. Woods Bessemer Partners & Co. Sole stockholder and
president of a corpo-
ration that is the
principal manager of
Kylix. Sole stock-
holder and president of
a corporation that is
the managing general
partner of BP&Co. Chief
Executive Officer of
Bessemer Securities
Corporation ("BSC").<4>
W.L. Lyons Brown, Jr. 501 Fourth Avenue Former Chairman
Louisville, KY 40202 Brown-Forman Corp. <5>
Edward O. Gaylord 5851 San Felipe Chairman
Suite 900 EOTT Energy Corp. <6>
Houston, TX 77057
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<1> Kylix's activities consist principally of acting as the general partner
of and investing in the BH Group and related entities.
<2> The BH Group's only activity is making investments in securities for its
own account.
<3> BP & Co.'s only activity is advising the BH Group with respect to
investments.
<4> BSC's principal activity is making investments for its own account.
<5> Brown-Forman Corp. is a diversified producer and marketer of consumer
products.
<6> EOTT Energy Corp. is an oil trading and transportation firm.
Names of Directors and Principal Occupation
Executive Officers Business Address or Employment
- ---------------------- ---------------- ------------------------
Stuart S. Janney Bessemer Securities LLC Chairman of BSC
630 Fifth Avenue
New York, NY 10011
Robert J. Faucher Essex International Inc. Executive Vice
1601 Wall Street President
Fort Wayne, IN 46802 Essex International Inc.
Charles W. McGregor Essex International Inc. Executive Vice
1601 Wall Street President
Fort Wayne, IN 46802 Essex International Inc.
David A. Owen Essex International Inc. Executive Vice
1601 Wall Street President
Fort Wayne, IN 46802 Treasurer, Chief
Financial Officer
Essex International Inc.
Gregory A. Schriefer Essex International Inc. Executive Vice
1601 Wall Street President
Fort Wayne, IN 46802 Essex International Inc.
Dominic A. Lucenta Essex International Inc. Senior Vice President
1601 Wall Street Essex International Inc.
Fort Wayne, IN 46802
Debra F. Minott Essex International Inc. Senior Vice President
1601 Wall Street Essex International Inc.
Fort Wayne, IN 46802
Curtis A. Norton Essex International Inc. Senior Vice President
1601 Wall Street Essex International Inc.
Fort Wayne, IN 46802
Schedule II
Names of Beneficial Principal Occupation
Owner Business Address or Employment
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The Alpine Group, Inc. 1790 Broadway Majority Shareholder
New York, NY 10019 Superior TeleCom Inc.
Steven S. Elbaum 1790 Broadway Chairman
New York, NY 10019 The Alpine Group, Inc. &
Superior TeleCom Inc.
