PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(4)
To Prospectus Dated July 19, 1996 Registration No. 333-05197
$287,500,000
SCI SYSTEMS, INC.
5% Convertible Subordinated Notes Due 2006
and
Shares of Common Stock
Issuable Upon Conversion Thereof
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This Prospectus Supplement ("Supplement") covers the resale by the listed
parties designated under the notation Selling Holders on pages 2 and 3 hereof.
(the "Selling Holders) , as principals, of up to the aggregate principal amount,
of 5% Convertible Subordinated Notes due 2006 (the "Notes") of SCI Systems,
Inc., a Delaware corporation (the "Company") set forth opposite such Selling
Holder's name on the Selling Holders Table on pages 2 and 3 hereof. The Notes
were issued in a private placement in April 1996 (the "Debt Offering") and
subsequently registered, together with up to 11,794,870 shares (subject to
adjustment) of the Common Stock, par value $.10 per share (the "Common Stock"),
of the Company which are initially issuable upon the conversion of the Notes
(the "Conversion Shares"), for resale from time to time by the holders thereof
pursuant to Registration No. 333-05197 (the "Registration Statement"). This
Supplement should be read in conjunction with the prospectus, dated July 19,
1996 (the "Prospectus"), to be delivered with this Supplement. All capitalized
terms used but not defined in this Supplement shall have meanings given them in
the Prospectus.
Based on information provided to the Company, the total principal amount of
Notes held by the additional listed Selling Holders included in this Supplement
is $900,000, of which the Selling Security Holders intend to sell their entire
principal amount of the Notes pursuant to this Supplement. Additional Selling
Holders or other information concerning the Selling Holders may be set forth
from time to time in additional prospectus supplements.
The Notes are unsecured and subordinated to all existing and future Senior
Indebtedness and are effectively subordinated to all existing and future
indebtedness and other liabilities of subsidiaries of the Company. See
"Description of Notes-Subordination of Notes" in the Prospectus. The Notes are
convertible into Common Stock at the option of the holder at any time at or
before maturity, unless previously redeemed, at a conversion price of $24.38 per
share (equivalent to a conversion rate of approximately 41.02 shares per $1,000
principal amount of Notes), subject to adjustment in certain events. See
"Description of Notes-Conversion" in the Prospectus. The Notes are redeemable at
the Company's option at any time on or after May 1, 1999, as a whole or, from
time to time, in part, at prices (expressed as percentages of the principal
amount), together with accrued interest, ranging from 103.5% during 1999 to
100.5% during 2005. Additionally, in the event any Designated Event (as defined)
occurs, each holder of Notes may require the Company to repurchase all or any
part of the holder's Notes at 101% of the principal amount thereof plus accrued
interest to the repurchase date. See "Description of Notes-Repurchase at the
Option of Holders" in the Prospectus. Interest is payable semi-annually on May 1
and November 1 of each year at 5% per annum, commencing November 1, 1996. See
"Description of Notes-Principal, Maturity and Interest" in the Prospectus.
The Notes were issued and sold on April 23 and April 26, 1996 in
transactions exempt from the registration requirements of the Securities Act to
persons reasonably believed by Salomon Brothers Inc, Merrill Lynch & Co. and
Montgomery Securities, as the initial purchasers of the Notes, to be "qualified
institutional buyers" (as defined by Rule 144A under the Securities Act), other
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) or in transactions complying with the provisions
of Regulation S under the Securities Act. Prior to this offering, there has been
no public market for the Notes. However, the Notes are eligible for trading in
the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
Market. Notes sold pursuant to the Registration Statement (including those
covered by this Supplement) will no longer be eligible for trading in the PORTAL
Market. The Conversion Shares have been authorized for listing on the New York
Stock Exchange ("NYSE") upon official notice of issuance. The Company's Common
Stock is traded on the NYSE under the symbol "SCI." On December 28, 1997, the
Company had 59,848,644 shares of issued and outstanding Common Stock, and on
February 2, 1998, the last reported sale price of the Common Stock on the NYSE
was $46.5000 per share.
Selling Holders may offer Notes or Conversion Shares from time to time to
purchasers directly or through underwriters, dealers or agents. Such Notes or
Conversion Shares may be sold at market prices prevailing at the time of sale or
at negotiated prices. Each Selling Security Holder will be responsible for
payment of any and all commissions to brokers, which will be negotiated on an
individual basis.
The Company will not receive any of the proceeds from the sale of any of
the Notes or Conversion Shares by the Selling Security Holders. Expenses of
preparing and filing the Registration Statement, the Prospectus, this Supplement
and all other prospectus supplements are borne by the Company.
The information in the table appearing under the heading "Selling Holders"
in the Prospectus is superseded by the information appearing in the table below:
(Previously Listed Selling Holders)
Principal Amount of Number of Shares
Notes Beneficially Owned of Common Stock
Selling Holder and Offered Hereby Beneficially Owned
Pecks Management Partners Ltd. (a) $10,500,000 --
Harvard & Co. 10,000,000 --
OCM Convertible Trust 5,255,000 --
General Motors Salaried Employees
Convertible Fund 5,030,000 --
MacKay Shields Financial Corporation (b) 5,000,000 --
Oregon Equity Fund 3,800,000 --
Allstate Insurance Company 3,500,000 --
Pondwave & Co. 3,395,000 --
Delta Airlines Master Trust 3,105,000 --
Pimco Equity Income 3,000,000 --
TCW Convertible Securities Fund 2,915,000 --
SAIF Corporation 2,500,000 --
Pension Reserves Investment Management 2,365,000 --
TCW Convertible Value Fund 2,005,000 --
Pacific Mutual Life Insurance Company 1,500,000 --
State of Michigan Employees' Retirement
Fund 1,295,000 --
State Employees' Retirement Fund of
the State of Delaware 1,110,000 --
Delaware State Retirement Fund -
Froley, Revy 1,000,000 --
TCW Convertible Strategy Fund 965,000 --
North Dakota State Workers Compensation
Fund 755,000 --
Sturgeon & Co. 750,000 --
AIM Mgmt Inc. 600,000 --
Cincinnati Bell Telephone Convertible
Value Fund 560,000 --
Massachusetts Mutual Life Insurance
Company 535,000 --
ICI American Holdings Pension 500,000 --
Zeneca Holdings Pension 500,000 --
WAFRA Discretionary Account 400,000 --
TCW/DW Income & Growth Fund 375,000 --
North Dakota State Land Department 290,000 --
OCM Convertible Limited Partnership 270,000 --
Kapiolani Medical Center 250,000 --
Nalco Chemical Retirement Trust 200,000 --
Medical Malpractice Insurance Association 115,000 --
(Selling Holders added by first supplement to S-3)
Principal Amount of Number of Shares
Notes Beneficially Owned of Common Stock
Selling Holder and Offered Hereby Beneficially Owned
Salomon Brothers $22,330,000 --
Northwestern Mutual Life
Insurance Company 20,000,000 --
BZW Securities Limited 19,000,000 --
Provident Life & Accident 10,000,000 --
Lord Abbett & Co. Bond Debenture Fund 7,000,000 --
SMM Trust B.V. 5,400,000 --
NB Convertible Arbitrage Partners L.P. 3,000,000 --
Pacific Horizon Capital Income Fund 2,730,000 --
Bankers Trust International 1,650,000 --
Anteia & Co. 600,000 --
South Dakota Retirement System 2,250,000 --
BofA Convertible Securities Fund 270,000 --
CFW-C, L.P. 4,000,000 --
NB Convertible Arbitrage Partners L.P. 3,000,000 --
Paloma Securities L.L.C. 100,000 --
Salomon Brothers International Limited 50,000 --
(Selling Holders added by second supplement to S-3)
Principal Amount of Number of Shares
Notes Beneficially Owned of Common Stock
Selling Holder and Offered Hereby Beneficially Owned
Shepherd Trading Limited $18,727,000 --
Reliant Trading 10,308,000 --
(Selling Holders added by additional supplements to S-3)
Principal Amount of Number of Shares
Notes Beneficially Owned of Common Stock
Selling Holder and Offered Hereby Beneficially Owned
JP Morgan Securities Inc. $ 1,255,000 --
(added July 8, 1997)
Aim VI Growth 923,000 --
Aim Weingarten 22,050,000 --
Aim VI Growth & Income 1,000,000 --
Aim Charter 8,000,000 --
(added November 21,1997)
Smith Barney Inc. 900,000 --
(added February 3,1998)
(a) Held in investment advisor capacity for the following entities in the
amounts indicated: Teepak, Inc. Master Trust - 75,000; Christian Science
Trustees for Gifts and Endowments - 220,000; Hillside Capital Incorporated
Corporate Account - 245,000; First Church of Christ, Scientist - Endowment -
275,000; Thermo Electron Balanced Investment Fund - 405,000; Declaration of
Trust for the Defined Benefit Plans of ZENECA Holdings Inc. - 445,000;
Declaration of Trust for the Defined Benefit Plans of ICI American Holdings Inc.
- - 665,000; Delaware State Employees Retirement Fund - 2,210,000; and General
Motors Domestic Group Trust - 5,960,000
(b) Held in investment advisor capacity for the following entities in the
amounts indicated: New York Life Separate Account #7 - 1,250,000; and Cypress &
Co. - 3,750,000
SEE "RISK FACTORS" IN THE PROSPECTUS AND THE COMPANY'S FILINGS MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO THE DATE OF THE PROSPECTUS
AND INCORPORATED BY REFERENCE FOR A DISCUSSION OF CERTAIN FACTORS WHICH
PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR TO AN INVESTMENT IN THE NOTES OR
CONVERSION SHARES.
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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.
The date of this Prospectus Supplement is February 3, 1998.
