BERG ELECTRONICS CORP /DE/, S-3/A, 1997-11-13

BERG ELECTRONICS CORP /DE/
S-3/A, 1997-11-13
ELECTRONIC CONNECTORS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1997.

REGISTRATION NO. 333-38945

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

BERG ELECTRONICS CORP.
(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S> <C>
DELAWARE 75-2451903
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

DAVID J. WEBSTER
SENIOR VICE PRESIDENT
101 SOUTH HANLEY ROAD 101 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI 63105 ST. LOUIS, MISSOURI 63105
(314) 726-1323 (314) 726-1323
(Address, Including Zip Code, and Telephone (Name, Address, Including Zip Code,
Number, Including Area Code, of and Telephone Number, Including Area
Registrant's Principal Executive Offices) Code, of Agent for Service)
</TABLE>

Copies to:

<TABLE>
<C> <C>
R. SCOTT COHEN JEFFREY A. CHAPMAN
WEIL, GOTSHAL & MANGES LLP VINSON & ELKINS L.L.P.
100 CRESCENT COURT, SUITE 1300 2001 ROSS AVENUE, SUITE 3700
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
</TABLE>

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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> 2

EXPLANATORY NOTE

This registration statement contains two forms of prospectus: one (the
"U.S. Prospectus") to be used in connection with an offering in the United
States and Canada (the "U.S. Offering") of Common Stock of Berg Electronics
Corp. (the "Company") (which includes Common Stock subject to the U.S.
Underwriters' over-allotment option) and one (the "International Prospectus") to
be used in connection with a concurrent international offering outside the
United States and Canada (together with the U.S. Offering, the "Offerings") of
Common Stock of the Company. The U.S. Prospectus and the International
Prospectus will be identical in all respects except that they contain different
front and back cover pages. The form of the U.S. Prospectus is included herein
and is followed by those pages to be used in the International Prospectus that
differ from those in the U.S. Prospectus. Each of the pages to be used in the
International Prospectus included herein is labeled "Alternative Page for
International Prospectus." Final forms of such prospectuses will be filed with
the Securities and Exchange Commission pursuant to Rule 424(b).
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 1997

PROSPECTUS
, 1997

8,911,304 SHARES

[BERG ELECTRONICS LOGO]

COMMON STOCK

All of the shares of common stock, par value $0.01 per share ("Common
Stock"), of Berg Electronics Corp. (the "Company") offered hereby are being sold
by certain stockholders of the Company. See "Principal and Selling
Stockholders." Of the 8,911,304 shares being offered hereby, 7,129,043 shares
are being offered initially in the United States and Canada by the U.S.
Underwriters (the "U.S. Offering") and 1,782,261 shares are being offered
initially outside of the United States and Canada by the International Managers
(the "International Offering"). The Company will not receive any of the proceeds
from the U.S. Offering or the International Offering (collectively, the
"Offerings"), other than the proceeds, if any, received by the Company from the
sale of shares as a result of the exercise of the over-allotment option granted
by the Company to the U.S. Underwriters in connection with the U.S. Offering.
See "Underwriting" and "Use of Proceeds."

The Common Stock is traded on the New York Stock Exchange under the symbol
"BEI." The last reported sale price of the Common Stock on November 10, 1997 was
$24 3/16 per share. See "Market for Common Stock and Dividend Policy."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN
MATERIAL RISK FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SHARES OFFERED HEREBY.

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>
- -------------------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS TO
TO THE DISCOUNTS AND THE SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
Total(3).......................... $ $ $
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Company, Berg Electronics Group, Inc. and the Selling Stockholders have
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) Before deducting expenses, estimated at $730,000, which will be paid by the
Company.

(3) The Company has granted the U.S. Underwriters an option, exercisable within
30 days hereof, to purchase up to an aggregate of 891,131 additional shares
of Common Stock at the Price to the Public less Underwriting Discounts and
Commissions for the purpose of covering over-allotments, if any. If the U.S.
Underwriters exercise such option in full, the total Price to the Public and
Underwriting Discounts and Commissions will be $ and $ ,
respectively, and the proceeds to the Company therefrom will be $ .
See "Underwriting."

The shares of Common Stock are offered by the several U.S. Underwriters,
when, as and if delivered to and accepted by the U.S. Underwriters and subject
to various prior conditions, including their right to reject orders in whole or
part. It is expected that delivery of the Common Stock will be made in New York,
New York, on or about November , 1997.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

BEAR, STEARNS & CO. INC.

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH & CO.

MORGAN STANLEY DEAN WITTER
<PAGE> 4

[ARTWORK]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 5

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the shares of Common
Stock offered hereby (the "Shares"). This Prospectus does not include all the
information set forth in the Registration Statement, to which reference is made
for further information with respect to the Company.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, and in accordance therewith files periodic reports,
proxy and information statements, and other information with the Commission. The
Registration Statement and all reports, proxy and information statements, and
other information filed by the Company with the Commission may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding registrants,
such as the Company, that file electronically with the Commission. The Common
Stock is listed on the New York Stock Exchange (the "NYSE") and all reports,
proxy and information statements, and other information filed by the Company
with the Commission also may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

REFERENCE DATA

Industry, market and market share information contained herein is based on
information appearing in publicly available reports. The Company has not
independently verified such information.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission are incorporated into
this Prospectus by reference:

(1) The Company's Registration Statement on Form 8-A filed on November 9,
1995;

(2) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;

(3) The Company's Proxy Statement for the year ended December 31, 1996
filed March 28, 1997;

(4) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;

(5) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 1997;

(6) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997;

(7) The Company's Current Report on Form 8-K filed September 9, 1997; and

(8) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the Offerings shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any and all of the documents which have been or may be
incorporated by reference into this Prospectus, except that exhibits to such
documents will not be provided unless they are specifically incorporated by
reference into such documents. Requests for copies of any such document should
be directed to Berg Electronics Corp., 101 South Hanley Road, Suite 400, St.
Louis, Missouri 63105, Attention: Investor Relations, telephone: (314) 746-2235.

3
<PAGE> 6

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,
including the notes thereto, which appear elsewhere in the Prospectus.
References in this Prospectus to the "Company" mean Berg Electronics Corp. and
its subsidiaries, taken as a whole. Unless otherwise stated, the information in
this Prospectus (i) assumes that the U.S. Underwriters' overallotment option
described in "Underwriting" is not exercised, (ii) gives effect to the Company's
2-for-1 split of its Common Stock and its Class A Common Stock, par value $0.01
per share (the "Class A Common Stock"), through the payment of a 100% stock
dividend paid on October 20, 1997 to holders of record on September 29, 1997
(the "1997 Stock Split") and (iii) reflects as outstanding 1,983,546 shares of
Common Stock issuable upon conversion of the Class A Common Stock.

THE COMPANY

The Company is a leading global designer, manufacturer and marketer of
electronic connectors and cable assembly products for applications primarily in
the telecommunications, computer and industrial markets. The Company's
connectors and cable assemblies are used to conduct signals (primarily data,
video and voice) in a wide range of sophisticated electronic applications
including: (i) telecommunications products such as cellular phones, pagers and
transmission and switching equipment; (ii) personal computing equipment and
peripherals such as notebook and desktop computers, printers, disk drives and
workstations; and (iii) large data processing equipment such as servers,
supercomputers, data communications systems, mainframe computers and
mini-computers. For the first nine months of 1997, approximately 54% of the
Company's net sales were for telecommunications applications and 37% were for
computer applications. The balance of the Company's net sales represent
connectors used in a variety of industrial and instrumentation applications.

The Company believes it is the third largest electronic connector, socket
and cable assembly manufacturer in the world, one of the world's top two
manufacturers of connectors for the telecommunications market and one of the
world's top three manufacturers of connectors for the computer market. With 20
manufacturing and assembly facilities and three product development and
engineering facilities located in North America, Europe and Asia, the Company
sells its connector products to approximately 25,000 customers throughout the
world, including substantially all computer and telecommunications original
equipment manufacturers ("OEMs"), both directly through a Company-employed sales
force and indirectly through a global network of distributors and manufacturers'
representatives. For the nine months ended September 30, 1997, approximately 49%
of the Company's net sales were in North America, 28% in Europe and 23% in Asia.
The Company's largest customers include Alcatel, Compaq, Ericsson,
Hewlett-Packard, IBM, Lucent, Motorola, Northern Telecom, Philips, Quantum/MKE,
SCI, Samsung, Seagate, Siemens GPT, Solectron, Sun Microsystems, Viasystems and
Western Digital.

Following the Company's acquisition in February 1993 of the Connector
Systems Business of the Electronics Division of E.I. du Pont de Nemours and
Company (the "Initial Acquisition"), the Company has increased net sales from
$526.3 million in 1994 to $760.8 million for the twelve months ended September
30, 1997, and has increased EBITDA (as defined herein) (excluding
post-retirement benefit charges) from $86.1 million to $151.8 million over the
same period, largely due to strategies implemented subsequent to the Initial
Acquisition.

The Company's objectives include continuing to increase sales and earnings
and outpacing the growth of the industry. Key elements of the Company's strategy
are to continue to:

- Focus on the Telecommunications and Computer Markets. Management believes
that the telecommunications and computer markets offer the greatest
potential for consistent, long-term growth in connector demand by OEMs.
Based on industry data, the telecommunications and computer markets are
expected to grow over the next five years at a compound annual growth
rate of 10.8% and 6.2%, respectively. For the first nine months of 1997,
54% of the Company's sales were to customers in the telecommunications
market and 37% were to customers in the computer market. The Company
plans to continue to focus on these markets in the implementation of its
product development and acquisition
4
<PAGE> 7

strategies. The Company has also experienced opportunities to apply
certain technologies developed through its product development programs
in the telecommunications and computer segments to industrial and other
end-use connector products.

- Broaden Product Offering. The Company's internal new product development
program is focused on customer driven, applications-oriented research and
development structured to meet its customers' requirements for smaller,
faster and more rugged connector products, shorter product development
cycles and more rapid time to market with new products. Recent product
development efforts that have met specific customer needs have included
(i) the new high-density I-BEAM(TM)/MEG-Array(TM) family of products,
(ii) a broad offering of next-generation input/output connectors,
including fiberchannel, fiberoptic and other high-speed, high-density
input/output connectors and (iii) variations and extensions of industry
standard product lines, including a variety of 2mm Metral(TM) offerings,
a new continuous version of BergStik(TM), known as BergStrip(TM), and a
variety of modular jacks. Approximately 35% of the Company's net sales
for the first nine months of 1997 were attributable to products developed
in the last five years.

Through acquisitions, the Company has expanded its product offerings from
a focus on computer printed circuit board ("PCB") connectors to a broad
array of computer and telecommunications PCB connectors, cable
assemblies, sockets and radio frequency and coaxial connectors. The
Company plans to continue to extend its product offerings through
internal new product development and strategic acquisitions.

- Strengthen Customer Relationships. The Company has enhanced its customer
relationships and expanded its preferred supplier status through several
initiatives, including by (i) becoming a partner in the design and
development of new products and applications for its leading customers,
(ii) providing global manufacturing and service capabilities, which
enable it to meet the geographically diverse needs of multinational
customers, (iii) accommodating its customers' supply channel preferences
through a unique path-to-market that relies on a cooperative combination
of a direct sales force, distributors and manufacturers' representatives
and (iv) designating global account managers to serve the worldwide needs
of its OEMs.

Subsequent to the Initial Acquisition, the Company has made seven strategic
acquisitions. The most significant of these were the acquisitions of the captive
U.S. connector business of the Microelectronics Division (the "AT&T Connector
Business") of AT&T Corp. (the "Lucent Acquisition") in May 1994 and the captive
connector business of Ericsson Telecom AB located in Sweden (the "Ericsson
Acquisition") in December 1996. These acquisitions significantly expanded the
Company's presence in the telecommunications sector, broadened the Company's
product lines and established the Company as a preferred supplier with these two
key customers. The other five acquisitions expanded both the Company's customer
base and its offerings of cable assemblies (used in both telecommunications
equipment and computers), sockets (used in computers) and radio frequency and
microwave connectors (used in telecommunications and other equipment).
Management plans to continue to pursue acquisitions that add product or process
technologies, new customers or increased exposure to existing customers and
expanded geographic presence.

In addition to expansion through its strategic acquisitions, the Company
has opened facilities in Juarez, Mexico, in Nantong, People's Republic of China
and in Fermoy, Ireland. These new plants, together with the relocation of the
AT&T Connector Business to a new facility in Huntingdon County, Pennsylvania,
have reduced the Company's production costs. Management plans to continue to
seek lower cost alternatives for production sites for future expansion needs.
5
<PAGE> 8

RECENT DEVELOPMENTS

On August 7, 1997, the Company entered into a new credit facility agreement
(the "Credit Facility") consisting of a $250.0 million term loan and a $300.0
million revolving credit loan. The Credit Facility reduces the Company's
borrowing costs, improves the Company's liquidity by increasing its borrowing
capacity and provides the Company greater flexibility in making acquisitions and
capital expenditures. The refinancing resulted in an extraordinary charge of
$6.0 million of deferred financing costs, net of applicable income taxes, during
the quarter ended September 30, 1997. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

On October 20, 1997, the Company completed a 2-for-1 split of the Common
Stock and Class A Common Stock through the payment of a 100% stock dividend to
holders of record on September 29, 1997.

THE OFFERINGS

<TABLE>
<S> <C>
Common Stock offered in the Offerings:
U.S. Offering...................................... 7,129,043 shares
International Offering............................. 1,782,261 shares
Total...................................... 8,911,304 shares
Common Stock to be outstanding after the
Offerings(1)....................................... 41,013,356 shares
Use of proceeds...................................... The Company will not receive any portion of
the net proceeds from the sale of the Shares
by the Selling Stockholders. The proceeds, if
any, received by the Company from the sale of
shares of Common Stock as a result of the
exercise of the over-allotment option granted
by the Company to the U.S. Underwriters in
connection with the Offerings will be used by
the Company to reduce indebtedness under the
Credit Facility and for other general
corporate purposes. See "Use of Proceeds."
NYSE Symbol.......................................... BEI
</TABLE>

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(1) Excludes (i) 896,688 shares of Common Stock issuable upon exercise of
outstanding employee stock options under the Company's 1993 Stock Option
Plan (the "Stock Option Plan"), (ii) 48,660 shares of Common Stock issuable
upon exercise of outstanding options granted to one of the Company's
directors and (iii) 19,496 shares of Common Stock in respect of which
options may be granted under the Stock Option Plan.

RISK FACTORS

Prospective investors should carefully consider all the information set
forth in this Prospectus and, in particular, should evaluate the specific
factors set forth under "Risk Factors" for risks involved with an investment in
the Shares.
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<PAGE> 9

SUMMARY HISTORICAL FINANCIAL DATA

Set forth below are summary historical financial data of the Company for
the three years ended December 31, 1996 and the nine months ended September 30,
1996 and 1997. The summary historical financial data of the Company for the
three years ended December 31, 1996 have been derived from the consolidated
financial statements of the Company audited by Arthur Andersen LLP. The summary
historical financial data of the Company for the nine months ended September 30,
1996 and 1997 have been derived from the unaudited financial statements of the
Company, which, in the opinion of management of the Company, include all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation. The results for the nine months ended September 30, 1997 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The following information should be read in conjunction with the audited
and unaudited financial statements of the Company, including, in each case, the
related notes thereto, included elsewhere herein, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------- -------------------------
1994 1995 1996 1996 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net sales......................................... $526,250 $667,249 $704,669 $530,718 $586,808
Gross profit...................................... 182,392 224,973 248,800 184,181 208,285
Operating income.................................. 41,284 56,764 77,835 55,202 67,553
Interest expense.................................. 29,186 34,609 28,350 21,612 20,586
Income before extraordinary items................. 3,022 9,329 28,945 19,727 26,699
Extraordinary items (1)........................... -- -- (18,664) (18,664) (5,964)
Net income........................................ 3,022 9,329 10,281 1,063 20,735
Preferred stock requirements (2).................. (13,287) (14,741) (27,335) (27,335) --
Net income (loss) applicable to common shares..... $(10,265) $ (5,412) $(17,054) $(26,272) $ 20,735
=========== =========== =========== =========== ===========
Net income (loss) per common share (3)............ $ (0.39) $ (0.21) $ (0.44) $ (0.70) $ 0.50
=========== =========== =========== =========== ===========
Average common shares outstanding (3)............. 25,995,252 25,978,648 38,491,476 37,650,328 41,567,964
OTHER DATA:
EBITDA (excluding PBC)(4)......................... $86,055 $112,978 $135,355 $98,524 $114,983
EBITDA (excluding PBC) margin (% of net
sales)(4)....................................... 16.4% 16.9% 19.2% 18.6% 19.6%
Depreciation...................................... 32,528 42,761 44,237 33,590 34,563
Amortization of intangible assets................. 9,603 11,182 12,011 8,778 11,494
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents................................................................................... $ 8,786
Working capital............................................................................................. 63,321
Total assets................................................................................................ 701,791
Long-term obligations (including current maturities)........................................................ 357,965
Total stockholders' equity.................................................................................. 139,509
</TABLE>

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(1) Reflects (i) $8,071 in prepayment costs (net of income tax of $5,381) paid
in connection with the redemption of $100,000 of the 11 3/8% Guaranteed
Senior Subordinated Debentures Due 2003 (the "Debentures") of the Company's
wholly-owned subsidiary, Berg Electronics Group, Inc., in March and April
1996, (ii) the write-off of $10,593 (net of income tax of $7,062) in
deferred financing costs in March 1996 relating to the refinancing of the
Company's then existing credit facility and the redemption of the Debentures
and (iii) the write-off of $5,964 (net of income tax of $3,734) in deferred
financing costs in August 1997 relating to the refinancing of the Company's
then existing credit facility (the "Prior Credit Facility").

(2) Consists of dividends on the Series B Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock"), of the Company and the Series E
Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock"),
of the Company, plus accretion of original issue discount on the Series B
Preferred Stock and $21,866 of premium paid in 1996 in connection with the
redemption and purchase and cancellation of all of the outstanding shares of
each of the Series B Preferred Stock and the Series E Preferred Stock in
March 1996.

(3) Per share data is determined by dividing the average number of shares of
Common Stock outstanding during the period into net income (loss) applicable
to common shares and has been adjusted to reflect (i) the 1997 Stock Split
and (ii) the assumed exercise of outstanding options, using the treasury
method, if not anti-dilutive.

(4) Earnings before interest, taxes, depreciation and amortization ("EBITDA")
includes operating income (loss) adjusted to exclude depreciation,
amortization of intangible assets and noncash net periodic post-retirement
benefit charges ("PBC") ($2,640, $2,271 and $1,272 for the years ended
December 31, 1994, 1995 and 1996, respectively, and $954 and $1,373 for the
nine months ended September 30, 1996 and 1997, respectively). The Company
believes that EBITDA provides additional information to assist investors in
determining its ability to meet future debt service requirements. However,
EBITDA is not a defined term under generally accepted accounting principles
("GAAP") and is not indicative of operating income or cash flow from
operations as determined under GAAP.
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<PAGE> 10

RISK FACTORS

Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus, the following factors before
purchasing the Shares offered hereby. Information contained or incorporated by
reference in this Prospectus is based on beliefs of, and information currently
available to, the Company's management as well as estimates and assumptions made
by the Company's management, and may contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). When used in this Prospectus, words such as "may," "will," "expect,"
"intend," "anticipate," "estimate" or "continue" or the negative thereof or
other variations thereon or comparable terminology, as they relate to the
Company or the Company's management, identify forward-looking terminology. The
following matters and certain other factors noted throughout this Prospectus
constitute cautionary statements identifying important factors with respect to
any such forward-looking statements, including certain risks and uncertainties
that could cause actual results to differ materially from those in such
forward-looking statements.

TECHNOLOGICAL EVOLUTION

The rapid technological evolution characteristic of the electronics
industry requires the Company to anticipate and respond rapidly to changes in
industry standards and customer needs and to develop and introduce new and
enhanced products on a timely and cost-effective basis. The Company must manage
effectively transitions from products using older technology to those utilizing
up-to-date technology in order to maintain and increase sales and profitability,
minimize disruptions in customer orders and avoid excess inventory of products
that are less responsive to customer demand. There can be no assurance that the
Company's existing customers will continue to utilize the Company's products,
that the technologies used by such customers will continue to employ the
Company's products or that new products developed by the Company will achieve
market acceptance. Further, shifts in demand for the technologies and products
of the Company's customers, including telecommunications products, computer
mainframes and other computer systems, may have an adverse effect on demand for
the Company's products. See "Business -- New Product Development" and "-- Sales
and Marketing."

CYCLICALITY MAY LEAD TO FLUCTUATIONS IN DEMAND

Historically, the electronics industry has been cyclical, affected by both
general economic conditions and industry-specific cycles. Depressed general
economic conditions and cyclical downturns in the electronics industry have each
had an adverse effect on sales of electronic equipment, OEMs and their
suppliers, including the Company. In addition, the life cycles of existing
electronic products and the timing of new product development and introductions
can affect demand for electronic components. The electronic connector industry
is expected to be subject to fluctuations in demand for electronic products in
the future. Reduced demand for electronic products or their components could
have a material adverse effect on the Company. Over 90% of the Company's sales
are concentrated in two industries. As a result, any cyclical downturn in either
of the telecommunications or computer markets could have a material adverse
effect on the Company.

SUBSTANTIAL LEVERAGE AND DEBT SERVICE REQUIREMENTS

The Company has, and following the Offerings will continue to have,
substantial indebtedness. As of September 30, 1997, the Company had total
long-term indebtedness, including current maturities, of $358.0 million and a
debt-to-equity ratio of 2.6 to 1. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

The degree to which the Company is leveraged could have important
consequences to holders of Common Stock, including the following: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate purposes or other
purposes may be impaired; (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 for its operations;

8
<PAGE> 11

(iii) certain of the Company's borrowings are and will continue to be at
variable rates of interest, which cause the Company to be vulnerable to
increases in interest rates; and (iv) such indebtedness contains numerous
financial and other restrictive covenants, including those restricting the
incurrence of indebtedness, the creation or existence of liens, the declaration
or payment of dividends, the making of certain investments, the acquisition of
securities of the Company and its subsidiaries and certain extraordinary
corporate transactions. Failure by the Company to comply with such covenants or
to make its scheduled debt payments under the Credit Facility or its other
indebtedness may result in an event of default which could have a material
adverse effect on the Company.

SIGNIFICANT COMPETITION

The electronic connector industry is highly competitive and fragmented,
with approximately 2,000 manufacturers worldwide. The Company believes that
competition in its targeted segments is primarily based on quality, reliability,
design capability, delivery time and price. The Company's significant
competitors, some of which are larger than the Company, are as technologically
advanced as the Company and have significant financial resources.

CONCENTRATION OF BUSINESS WITH LUCENT

As a result of the Lucent Acquisition, Lucent became the Company's largest
customer. At the time of the Lucent Acquisition, the Company entered into a
five-year supply agreement with Lucent's predecessor, AT&T Corp. In 1994, 1995,
1996 and the first nine months of 1997, sales to Lucent accounted for
approximately 12%, 17%, 18% and 11%, respectively, of the Company's total net
sales. The Company believes that the decline of Lucent business as a percentage
of net sales from 1996 to the first nine months of 1997 represents the sale by
Lucent of a portion of its business to Viasystems, another customer of the
Company. See "Certain Relationships and Related Transactions." If, for any
reason, Lucent were to purchase fewer of the Company's products in the future,
such decreased level of purchases could have a material adverse effect on the
Company. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

RISKS ASSOCIATED WITH FOREIGN OPERATIONS

The Company's products are manufactured and assembled at the Company's
facilities in the United States, Mexico, France, The Netherlands, Ireland,
Sweden, Japan, Taiwan, Singapore, Korea, India and People's Republic of China
and exported to and imported from a large number of countries. Although the
Company has not experienced significant problems in conducting its foreign
operations, changes in local economic or political conditions could impact the
Company's production capabilities and its sales and adversely affect the
Company. In addition, the Company's sales and expenses are frequently
denominated in local currencies. The Company, from time to time, engages in
hedging operations, such as forward exchange contracts, to reduce its exposure
to foreign currency fluctuations, although there can be no assurance that such
measures will eliminate or substantially reduce such risk. Such hedging
operations historically have not been material, and gains and losses from such
operations have not been significant. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

CONTROL BY PRINCIPAL STOCKHOLDERS

After completion of the Offerings, certain affiliates of Hicks, Muse, Tate
& Furst Incorporated ("Hicks, Muse") will continue to beneficially own or
control approximately 18.7% of the outstanding voting stock of the Company and,
accordingly, will be able to influence the outcome of any corporate or other
matter submitted to the Company's stockholders for approval, including any
merger, consolidation, sale of all or substantially all of the Company's assets
or "going private" transaction. See "Principal and Selling Stockholders."

9
<PAGE> 12

LIMITATION ON DIVIDENDS

The Company has not paid any cash dividends on its Common Stock since its
incorporation in 1992 and has no current intention to do so. In addition, the
Credit Facility imposes restrictions on the ability of the Company's operating
subsidiary to make cash distributions on its capital stock, which the Company
expects would be the principal source of funds for any cash dividends on the
Common Stock.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND
BYLAWS

The Company's Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws (the "Bylaws") include certain provisions that may be
deemed to have anti-takeover effects and may delay, defer or prevent a takeover
attempt that a stockholder might consider in its best interest. These provisions
(i) classify the Company's Board of Directors into three classes, (ii) provide
that only the Board of Directors, the Chairman of the Board of Directors or the
holders of 25% of the outstanding voting capital stock may call special meetings
of the stockholders, (iii) eliminate the ability of the stockholders to take any
action without a meeting, (iv) limit the ability of the stockholders to amend or
repeal provisions of the Certificate of Incorporation or Bylaws, except with the
consent of the holders of at least two-thirds of the Company's outstanding
voting securities, and (v) establish certain advance notice procedures for
nomination of candidates for election as directors and for stockholder proposals
to be considered at stockholders' meetings. See "Description of Capital
Stock -- Special Provisions of the Certificate of Incorporation and Bylaws of
the Company."

10
<PAGE> 13

USE OF PROCEEDS

The Company will not receive any portion of the net proceeds from the sale
of the Shares by the Selling Stockholders. The proceeds, if any, received by the
Company from the sale of shares of Common Stock as a result of the exercise of
the over-allotment option granted by the Company to the U.S. Underwriters in
connection with the Offerings will be used by the Company to reduce indebtedness
under the Credit Facility and for other general corporate purposes. See
"Management's Discussion and Analysis Of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Underwriting."

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the NYSE under the symbol "BEI." The table
below sets forth the high and low sales prices per share for the Common Stock on
the NYSE during the periods indicated. On November 10, 1997, the reported last
sale price of the Common Stock on the NYSE was $24 3/16, and there were
approximately 191 holders of record of Common Stock.

<TABLE>
<CAPTION>
PRICE RANGE OF
COMMON STOCK(1)
------------------------
HIGH LOW
<S> <C> <C>
Year Ended December 31, 1996:
First Quarter from March 1 through March 31............... $13 $113/16
Second Quarter............................................ 145/16 11 3/8
Third Quarter............................................. 14 10 1/8
Fourth Quarter............................................ 16 1/4 129/16
Year Ended December 31, 1997:
First Quarter............................................. 1515/16 13 5/8
Second Quarter............................................ 181/16 13 7/8
Third Quarter............................................. 26 7/8 1715/16
Fourth Quarter through November 10, 1997.................. 2831/32 21 1/2
</TABLE>

- ---------------

(1) Prices adjusted to reflect the 1997 Stock Split.

The Company has not paid any cash dividends on its Common Stock since its
incorporation in November 1992 and has no current intention to do so. In
addition, the Credit Facility imposes restrictions on the ability of the
Company's operating subsidiary to make cash distributions on its capital stock,
which the Company expects would be the principal source of funds for any cash
dividends on the Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

11
<PAGE> 14

SELECTED HISTORICAL FINANCIAL DATA

The following table presents selected historical financial data of the
Company for the periods indicated. The historical financial data of the Company
for the three years ended December 31, 1996 have been derived from the
consolidated financial statements of the Company audited by Arthur Andersen LLP.
The historical financial data of the Company for the nine months ended September
30, 1996 and 1997 have been derived from the unaudited financial statements of
the Company, which, in the opinion of management of the Company, include all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation. The results for the nine months ended September 30, 1997 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The following information should be read in conjunction with the audited
and unaudited financial statements of the Company, including, in each case, the
related notes thereto, included elsewhere herein, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------ -----------------------
1994 1995 1996 1996 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net sales.................................... $526,250 $667,249 $704,669 $530,718 $586,808
Cost of goods sold........................... 343,858 442,276 455,869 346,537 378,523
Selling, general and administrative
expenses................................... 128,865 154,756 157,682 119,247 127,865
Amortization of intangible assets............ 9,603 11,182 12,011 8,778 11,494
Net periodic postretirement benefits......... 2,640 2,271 1,272 954 1,373
---------- ---------- ---------- ---------- ----------
Operating income............................. 41,284 56,764 77,835 55,202 67,553
Other income (expense):
Interest expense........................... (29,186) (34,609) (28,350) (21,612) (20,586)
Amortization of deferred financing costs... (5,859) (6,286) (3,388) (2,680) (1,866)
Other, net................................. (346) (738) 1,239 1,491 (1,474)
---------- ---------- ---------- ---------- ----------
Income before income taxes and extraordinary
items...................................... 5,893 15,131 47,336 32,401 43,627
Income tax provision......................... 2,871 5,802 18,391 12,674 16,928
---------- ---------- ---------- ---------- ----------
Income before extraordinary items............ 3,022 9,329 28,945 19,727 26,699
Extraordinary items(1)....................... -- -- (18,664) (18,664) (5,964)
---------- ---------- ---------- ---------- ----------
Net income................................... 3,022 9,329 10,281 1,063 20,735
Preferred stock requirements(2).............. (13,287) (14,741) (27,335) (27,335) --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common
shares..................................... $(10,265) $(5,412) $(17,054) $(26,272) $20,735
========== ========== ========== ========== ==========
Net income (loss) per common share(3)........ $(0.39) $(0.21) $(0.44) $(0.70) $0.50
========== ========== ========== ========== ==========
Average common shares outstanding(3)......... 25,995,252 25,978,648 38,491,476 37,650,328 41,567,964

OTHER DATA:
EBITDA (excluding PBC)(4).................... $86,055 $112,978 $135,355 $98,524 $114,983
Depreciation................................. 32,528 42,761 44,237 33,590 34,563
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents....................................................................... $ 8,786
Working capital................................................................................. 63,321
Total assets.................................................................................... 701,791
Long-term obligations (including current maturities)............................................ 357,965
Total stockholders' equity...................................................................... 139,509
</TABLE>

- ---------------

(1) Reflects (i) $8,071 in prepayment costs (net of income tax of $5,381) paid
in connection with the redemption of the Debentures in March and April 1996,
(ii) the write-off of $10,593 (net of income tax of $7,062) in deferred
financing costs in March 1996 relating to the refinancing of the Company's
then existing credit facility and the redemption of the Debentures and (iii)
the write-off of $5,964 (net of income tax of $3,734) in deferred financing
costs in August 1997 relating to the refinancing of the Prior Credit
Facility.

(2) Consists of dividends on the Series B Preferred Stock and the Series E
Preferred Stock, plus accretion of original issue discount on the Series B
Preferred Stock and $21,866 of premium paid in 1996 in connection with the
redemption and purchase and cancellation of all of the outstanding shares of
each of the Series B Preferred Stock and the Series E Preferred Stock in
March 1996.

(4) EBITDA includes operating income (loss) adjusted to exclude depreciation,
amortization of intangible assets and PBC. The Company believes that EBITDA
provides additional information to assist investors in determining its
ability to meet future debt service requirements. However, EBITDA is not a
defined term under GAAP and is not indicative of operating income or cash
flow from operations as determined under GAAP.

12
<PAGE> 15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Consolidated Financial Statements, including the notes thereto, appearing
elsewhere herein.

Certain information presented herein includes "forward-looking statements"
within the meaning of the Reform Act. However, there can be no assurance that
the Company's actual results will not differ materially from its expectations.
The matters referred to in forward-looking statements may be affected by risks
and uncertainties affecting the Company's business, including those set forth in
"Risk Factors."

OVERVIEW

The Company's net sales increases since 1994 have principally reflected
increased unit volumes. As new products gain market acceptance and their unit
volumes increase, these products have tended to experience downward price
pressure. The gross margin effect of this pressure has been historically
mitigated or eliminated by increased manufacturing efficiencies and economies of
scale associated with higher volume production of such products. In addition,
the pricing pressure experienced by the Company with respect to its mature
products has also been mitigated by the Company's frequent introduction of new
higher margin products. Subsequent to the Initial Acquisition, the Company has
completed seven strategic acquisitions that have broadened its product offerings
and enabled the Company to penetrate new markets.

The Company manufactures connectors in various regions of the world and
exports and imports these products to and from a large number of countries.
Sales and expenses are frequently denominated in local currencies. The Company's
net sales and net income may be affected as currency fluctuations affect the
Company's product prices and cost structure.

Demand for the Company's products has increased significantly since its
formation in 1993, and production equipment for certain of the Company's
products is operating at or near capacity. A significant portion of the
Company's planned capital expenditures in 1997 and 1998 is directed toward
expansion of production capacity to meet increased demand. The Company
anticipates making total capital expenditures of approximately $90 to $100
million in each of 1997 and 1998 for facilities, equipment and information
systems. In particular, the Company anticipates increasing production
capabilities in connection with the Company's agreement in August 1997 to supply
high-density MEG-Array(TM) interconnect systems for use in the modular packaging
of microprocessors to a leading producer of microprocessors.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997, COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996

Net sales for the nine months ended September 30, 1997 were $586.8 million,
representing a $56.1 million, or 10.6%, increase from the comparable period in
1996.

North American sales represented approximately 49% of net sales for the
nine months ended September 30, 1997 and decreased $1.4 million, or 0.5%, in the
first nine months of 1997 compared to the comparable period in 1996. This
decrease was due primarily to the transfer of certain customer programs to the
Company's European and Asia Pacific locations in 1997. Strong mobile, telecom,
datacom, personal computer and networking demand, and a broadening customer
base, including increased sales through distribution, served to offset weakness
in the high-end computer market.

Sales in Europe were approximately 28% of net sales for the first three
quarters of 1997 and increased by $45.7 million, or 38.8%, compared to the same
period in 1996. The increase was due in part to the acquisition of the captive
connector business of Ericsson Telecom AB on December 31, 1996, in part to
greater demand for the Company's products in most end-user (primarily
telecommunications) and geographic markets and in part to the transfer of
certain customer programs to European sources in 1997 compared to U.S. sales
sources for these programs in 1996. These increases were partially offset by
unfavorable effects of currency changes between years in most countries in the
region, with the exception of the U.K. Sales in Asia Pacific made up

13
<PAGE> 16

approximately 23% of net sales for the first nine months of 1997 and increased
$11.7 million, or 9.4%, compared to the same period in 1996. The improvement in
Asia Pacific was primarily due to increased demand for the Company's products in
end-user markets (both computers and telecommunications) and in part to the
transfer of certain customer programs to Asian sources in 1997 compared to U.S.
sales sources for these programs in 1996. These increases were partially offset
by the unfavorable effects of currency changes between years, primarily in
Japan. Changing currencies adversely impacted sales recorded in Europe and Asia
Pacific, reducing sales by approximately 8.4% on a combined basis, in the first
three quarters of 1997 compared to the first nine months of 1996.

Due primarily to increased sales volumes, cost of goods sold for the nine
months ended September 30, 1997 increased by $32.0 million, or 9.2%, over the
comparable period in 1996. The increase was partially offset by the favorable
impact of the stronger U.S. dollar against currencies in Europe and Asia
Pacific. As a result of cost containment and reduction activities and the
spreading of fixed costs over higher sales, cost of goods sold as a percent of
net sales improved to 64.5% of net sales for the first three quarters of 1997,
compared to 65.3% for the same period in 1996.

Selling, general and administrative expenses for the first three quarters
of 1997 increased by $8.6 million, or 7.2%, over the comparable period in 1996,
but as a percentage of net sales decreased from 22.5% to 21.8%. The increase in
costs was generally due to increased sales volumes, and the improvement in costs
as a percentage of net sales was due in part to cost reduction and containment
activities and also to the spreading of the fixed components of such expenses
over a higher sales volume.

Other expense increased $1.1 million, from $22.8 million in the first nine
months of 1996 to $23.9 million in the first nine months of 1997, due to higher
non-recurring, non-operating costs including net currency losses, which were
offset by lower costs of the Credit Facility experienced subsequent to the
replacement of the Prior Credit Facility in August 1997.

YEAR ENDED DECEMBER 31, 1996, COMPARED TO YEAR ENDED DECEMBER 31, 1995

Net sales for the year ended December 31, 1996 were $704.7 million,
representing a $37.4 million, or 5.6%, increase over the year ended December 31,
1995. In general, the Company's growth in net sales during 1996 was attributable
to growth in unit volume partially offset by a decline in the average prices of
the Company's products.

North American sales were $382.0 million for the year ended December 31,
1996, representing a $42.7 million, or 12.6%, increase versus North American
sales for the year ended December 31, 1995. This increase was due primarily to a
$27.2 million, or 26.6%, increase in telecommunications products sales resulting
from stronger demand than in the prior year for backplanes used in switching and
transmission equipment, which translated into strong demand for the Berg
connectors used in these applications.

Sales in Europe were $155.1 million for the year ended December 31, 1996,
representing a $4.4 million, or 2.8%, decrease from European sales for the year
ended December 31, 1995. This decrease was due primarily to the strengthening of
the U.S. dollar against certain European currencies. Sales in Asia Pacific
totalled $167.6 million for the year ended December 31, 1996, representing a
$0.9 million, or 0.5%, decrease from the year ended December 31, 1995. The
decrease in the Asia Pacific region was primarily due to the effects of the weak
Japanese yen versus the U.S. dollar, offset by increased demand in the Company's
major end-user markets (computers and telecommunications). Changing currencies
adversely impacted sales recorded in Europe and Asia, reducing sales by
approximately 4.0% on a combined basis, for the year ended December 31, 1996
compared to the year ended December 31, 1995.

Due primarily to increased sales volume, cost of goods sold for the year
ended December 31, 1996 increased by $13.6 million, or 3.1%, over cost of goods
sold for the year ended December 31, 1995. As a result of cost containment and
reduction activities, cost of goods sold as a percentage of net sales improved
from 66.3% for the year December 31, 1995 to 64.7% for the year December 31,
1996.

Selling, general and administrative expenses for the year ended December
31, 1996 increased by $2.9 million, or 1.9%, over selling, general and
administrative expenses for the year ended December 31, 1995

14
<PAGE> 17

due primarily to increases in sales volume. However, these expenses as a
percentage of sales decreased from 23.2% for the year ended December 31, 1995 to
22.4% for the year ended December 31, 1996 due in part to cost reduction and
containment activities and to the spreading of the fixed components of such
expenses over a higher sales volume.

Other expense decreased $11.1 million, to $30.5 million, for the year ended
December 31, 1996 from $41.6 million for the year ended December 31, 1995 due to
reduced interest expense and amortization of financing costs in 1996 as a result
of the redemption of the Debentures and as a result of the Prior Credit
Facility, entered into in February 1996, which had lower interest rates and
financing costs than the previous credit agreement.

YEAR ENDED DECEMBER 31, 1995, COMPARED TO YEAR ENDED DECEMBER 31, 1994

Net sales for the year ended December 31, 1995, were $667.2 million,
representing a $140.9 million, or 26.8%, increase over the year ended December
31, 1994. In general, the Company's growth in net sales during such period was
attributable to growth in unit volume partially offset by a decline in the
average prices of the Company's products.

Sales in North America were $339.2 million in the year ended December 31,
1995, representing a $72.7 million, or 27.3%, increase versus 1994. Of this
increase, approximately $27.1 million was attributable to an 18.6% growth rate
in the Company's existing North American business (excluding sales attributable
to businesses acquired by the Company subsequent to the Initial Acquisition).
This growth was attributable to strong demand for connector products in the
Company's major end-user markets (computers and telecommunications) and
increased sales to distributors as a result of the Company's enhanced
path-to-market strategy. The balance of the increase in North American sales,
approximately $45.6 million, was primarily due to the full period inclusion of
the financial results of the Lucent Acquisition and three other smaller
businesses in 1995 versus the partial inclusion of such results (due to the
timing of such acquisitions) in the comparable period in 1994, partially offset
by a $3.4 million decline in cable assembly sales experienced as a result of a
production decline during the combination of two cable assembly manufacturing
facilities into one.

European sales were $159.5 million for the year ended December 31, 1995,
representing a $27.5 million, or 20.8%, increase versus the year ended December
31, 1994. This increase was due primarily to further market penetration by the
Company of the telecommunications market (including mobile communications),
improved sales to distributors and the favorable impact of the strengthening
European currencies versus the U.S. dollar. The currency fluctuation accounted
for $12.2 million of the $27.5 million increase in sales. Sales in the Asia
Pacific region totaled $168.5 million for the year ended December 31, 1995,
representing a $40.7 million, or 31.8%, increase over the year ended December
31, 1994. Of this increase, approximately $35.5 million was attributable to
increased sales of certain of the Company's new products for the personal
computer and telecommunications markets and the addition of a direct sales force
in Japan to complement the Company's distributor in that market. The balance of
the increase in Asia Pacific sales, approximately $5.2 million, was due to the
favorable impact of the appreciation of certain Asian currencies versus the U.S.
dollar.

Cost of goods sold as a percent of net sales increased from 65.3% in the
year ended December 31, 1994, to 66.3% in the year ended December 31, 1995. The
Company's cost of goods sold in 1995 included the full impact of inclusion of
the cable assembly and socket businesses, most of which were acquired during
1994 and which generally have lower gross margins. In addition, the gross
margins on cable assembly products were eroded by lower absorption of
manufacturing costs during the second, third and fourth quarters of 1995 as a
result of a decline in production during the combination of cable assembly
manufacturing facilities in addition to increased costs incurred during the
combination. In addition, the Company experienced significant price pressure in
the Asia Pacific region in the second half of 1994, and, although prices have
stabilized, the lower price level carried into the first half of 1995.

Selling, general and administrative expenses were $154.8 million in the
year ended December 31, 1995, representing a $25.9 million, or 20.1%, increase
versus 1994. This increase was due to (i) the full inclusion of the financial
results of the AT&T Connector Business and the other businesses acquired in 1994
in the year

15
<PAGE> 18

ended December 31, 1995, versus the partial inclusion of such results in the
year ended December 31, 1994, (ii) the costs of combining cable assembly
manufacturing facilities, (iii) legal and settlement costs arising from certain
patent litigation and (iv) the weakening of the U.S. dollar versus certain
European and Asian currencies. However, as a percent of sales, selling, general
and administrative expenses decreased from 24.5% of sales in the year ended
December 31, 1994 to 23.2% in the year ended December 31, 1995, due to the
spreading of the fixed component of such expenses over significantly higher
sales.

Other expense grew $6.2 million, from $35.4 million for the year ended
December 31, 1994, to $41.6 million for the year ended December 31, 1995,
primarily because of increased interest expense associated with the financing of
the Lucent Acquisition. This increase was partially offset by foreign currency
translation gains associated with the weaker U.S. dollar.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $51.2 million for the nine
months ended September 30, 1997, which compared to $38.3 million for the
comparable period in 1996. The increase was primarily due to increased earnings,
offset by net investment in working capital to support the increased sales
volumes.

Net cash used in investing activities was $48.7 million for the nine months
ended September 30, 1997, compared to $42.8 million for the nine months ended
September 30, 1996. The net cash used in investing activities for the first nine
months of 1997 included the purchase of the Company's manufacturing facility in
Iwaki City, Japan, previously held under lease, and in the first nine months of
1996 included construction costs of the Huntingdon County facility. For the
first nine months of 1997 and 1996, the remainder represents capital
expenditures.

Net cash used by financing activities was $2.0 million during the three
quarters ended September 30, 1997, compared to $2.8 million for the comparable
period in 1996. The net uses of cash during the first nine months of 1997
included (i) loan payments made under each of the Company's Prior Credit
Facility (prior to its extinguishment) and the Credit Facility thereafter, (ii)
the extinguishment of all borrowings outstanding under the Prior Credit
Facility, plus fees for the Credit Facility, and (iii) required payments under
the Company's financing arrangements secured by the Huntingdon County plant and
under a seller note financing a previous acquisition. These uses of cash were
offset by (a) funds borrowed under the Credit Facility and (b) funds borrowed
under a financing arrangement secured by the Company's Iwaki City, Japan plant.
The net uses of cash during the first nine months of 1996 represent funds used
to (i) repay the Company's credit agreement that preceded the Prior Credit
Facility, (ii) redeem and purchase all of the outstanding shares of each of the
Series B Preferred Stock and the Series E Preferred Stock, (iii) redeem and
purchase all of the outstanding Debentures, (iv) pay financing costs related to
the aforementioned transactions and (v) repay indebtedness under the Prior
Credit Facility, offset by proceeds from the Company's Prior Credit Facility,
initial public offering in March 1996 and Huntingdon County plant financing
arrangements.

Net cash provided by operating activities was $69.2 million for the year
ended December 31, 1996, which compared to $67.8 million provided by operating
activities for the comparable period in 1995. Net cash used in investing
activities was $79.4 million for the year ended December 31, 1996, compared to
net cash used of $56.4 million for the year ended December 31, 1995. The net
cash used in investing activities for the year ended December 31, 1996,
consisted of $61.6 million for capital expenditures and $17.8 million for one
acquisition, while the net cash used in investing activities during the year
ended December 31, 1995 represented capital expenditures of $45.0 million and
one acquisition of $11.4 million. Net cash used in financing activities was $0.2
million for the year ended December 31, 1996, compared to $4.5 million used in
financing activities for the comparable period in 1995. The use of cash in
financing activities in 1996 represented debt repayments, net of borrowings and
the effects of the Company's initial public offering and the redemption of the
Debentures, the Series B Preferred Stock and the Series E Preferred Stock. The
use of cash in financing activities in 1995 represented debt repayments, net of
borrowings.

Net cash provided by operating activities was $67.8 million for the year
ended December 31, 1995, which compared to $50.9 million provided by operating
activities for the comparable period in 1994. Net cash used in investing
activities was $56.4 million for the year ended December 31, 1995, compared to
net cash used of

16
<PAGE> 19

$142.2 million for the year ended December 31, 1994. The net cash used in
investing activities for the year ended December 31, 1995, represented capital
expenditures of $45.0 million and one acquisition of $11.4 million, while the
net cash used in investing activities during the year ended December 31, 1994,
consisted of $84.5 million for the Lucent Acquisition, $28.6 million for three
other acquisitions and $29.0 million for capital expenditures. Net cash used in
financing activities was $4.5 million for the year ended December 31, 1995,
compared to $96.5 million provided by financing activities for the comparable
period in 1994. The use of cash in financing activities in 1995 represented debt
repayments, net of borrowings incurred to fund the one acquisition consummated
in 1995. The source of cash from financing activities in 1994 represented
borrowings, net of debt repayments, needed to fund the Lucent Acquisition and
the other three acquisitions consummated in 1994.

The Company's EBITDA (excluding PBC) was $86.1 million, $113.0 million,
$135.4 million and $115.0 million in 1994, 1995, 1996 and the nine months ended
September 30, 1997, respectively. EBITDA (excluding PBC) is not a defined term
under GAAP and is not an alternative to operating income or cash flow from
operations as determined under GAAP. The Company believes that EBITDA (excluding
PBC) provides additional information for determining its ability to meet future
debt service requirements; however, EBITDA (excluding PBC) does not reflect cash
available to fund cash requirements. EBITDA (excluding PBC) is also one of the
financial measures in the covenants contained in the Credit Facility.

The Company anticipates that cash flow from operations and additional funds
available under the revolving facility in its Credit Facility will be sufficient
to meet its foreseeable requirements for working capital, capital expenditures
and other cash requirements.

The Company anticipates that its primary uses of cash in 1997 and 1998 will
be (i) for capital expenditures for maintenance, replacement and acquisitions of
equipment, expansion of capacity, productivity improvements and product
development and (ii) to pay interest on, and to repay principal of, indebtedness
under the Credit Facility. The Company anticipates spending approximately $90.0
to $100.0 million in each of 1997 and 1998 for capital expenditures, principally
related to capacity expansion, new product development and productivity
improvement projects. The Credit Facility contains annual limits on the
Company's capital expenditures. The Company believes that such limits are
sufficient to allow the Company to undertake all anticipated capital projects.
The Company will be obligated to make principal and interest payments of
approximately $45.0 million under the Credit Facility in 1998, which the Company
anticipates will be made from cash flow from operations.

On August 7, 1997, the Company entered into the new Credit Facility
consisting of a $250.0 million term loan and a $300.0 million revolving credit
loan, each of which is scheduled to mature on December 31, 2003. The Credit
Facility, compared to the Prior Credit Facility, affords the Company greater
financial flexibility through (i) lower borrowing costs, as long as financial
ratios are maintained, (ii) greater borrowing capacity and (iii) less
restrictive limitations on capital expenditures, acquisitions and borrowings
outside of the United States. At September 30, 1997, the Company had
approximately $200.0 million of borrowing capacity available under the Credit
Facility. The refinancing of the Prior Credit Facility with the Credit Facility
resulted in an extraordinary charge of $6.0 million of deferred financing costs,
net of applicable income taxes, during the quarter ended September 30, 1997.

Borrowings under the Credit Facility bear interest, at the option of the
Company, at a rate per annum equal to (i) the Agent's Alternate Base Rate (as
defined in the Credit Facility) or (ii) 0.75% plus the Eurodollar rate per
annum. Interest payment dates vary depending on the interest rate option
selected by the Company, but generally interest is payable quarterly.

The Credit Facility requires the Company to enter into additional interest
rate hedging arrangements to hedge against interest rate fluctuations. The cost
of such hedge agreements is amortized over their terms. The Company has entered
into an agreement which provides a ceiling on the LIBOR Rate (as defined in the
Credit Facility) on $137.0 million of indebtedness until June 30, 1998.

17
<PAGE> 20

BUSINESS

The Company believes it is the third largest electronic connector, socket
and cable assembly manufacturer in the world, one of the world's top two
manufacturers of connectors for the telecommunications market, and one of the
world's top three manufacturers of connectors for the computer market. With 20
manufacturing and assembly facilities and three product development and
engineering facilities located in North America, Europe and Asia, the Company
sells its connector products to approximately 25,000 customers throughout the
world, including substantially all of the computer and telecommunications OEMs,
both directly through a Company-employed sales force and indirectly through a
global network of distributors and manufacturers' representatives. For the nine
months ended September 30, 1997, approximately 49% of the Company's net sales
were in North America, 28% in Europe and 23% in Asia. The Company's largest
customers include Alcatel, Compaq, Ericsson, Hewlett-Packard, IBM, Lucent,
Motorola, Northern Telecom, Philips, Quantum/ MKE, SCI, Samsung, Seagate,
Siemens GPT, Solectron, Sun Microsystems, Viasystems and Western Digital.

Subsequent to the Initial Acquisition, the Company has made seven strategic
acquisitions. The most significant of these were the Lucent Acquisition in May
1994 and the Ericsson Acquisition in December 1996. These acquisitions
significantly expanded the Company's presence in the telecommunications sector,
broadened the Company's product lines and established the Company as a preferred
supplier with these two key customers. The other five acquisitions expanded both
the Company's customer base and its offerings of cable assemblies (used in both
telecommunications equipment and computers), sockets (used in computers) and
radio frequency and microwave connectors (used in telecommunications and other
equipment).

INDUSTRY OVERVIEW

Electronic connectors are electromechanical devices that allow an
electronic signal to pass from one device to another. They are used to connect
wires, cables, printed circuit boards, flat cable and other electronic
components to each other and to related equipment. OEMs in the electronics
industry must use connectors to complete the design and manufacture of their
products. The Company primarily competes in the telecommunications and computer
markets and, to a lesser extent, in the industrial and instrumentation markets.

18
<PAGE> 21

Industry sources estimate that the overall electronic connector industry
sales were approximately $20.7 billion for the nine months ended September 30,
1997. Information regarding the major end user markets for connectors is
presented in the table below.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1997
SALES PERCENT OF
(IN BILLIONS) TOTAL
<S> <C> <C>
Telecommunications....................................... $ 4.7 22.9%
Computer................................................. 4.4 21.2
Datacom.................................................. 3.4 16.6
Industrial and Instrumentation........................... 2.7 13.0
Consumer................................................. 1.8 8.8
Auto..................................................... 1.7 8.6
Military................................................. 1.0 5.0
Other.................................................... 0.8 3.9
------ -----
Total.......................................... $20.7 100.0%
====== =====
</TABLE>

Source: Fleck Research, 1997

Demand for connector products has experienced substantial growth in recent
years and is expected to continue to grow in the future. The Company attributes
the expected growth in the demand for electronic connectors to the proliferation
of electronic systems and the development of new electronic products and
applications. In particular, the Company expects significant growth within the
industry from:

- the development of more complex and sophisticated electronic products in
established electronic markets, such as the markets for wireless
communications and personal computers;

- the proliferation of computer usage through the expansion of networking
and server systems and the advent of multi-media systems;

- the increase in global demand, particularly in emerging markets such as
China and India, for telecommunication infrastructure such as fixed line
and mobile telecommunications services; and

- the increasing utilization of electronic systems in products in which
such use has been historically absent or limited, such as automobiles,
home appliances and medical equipment.

The worldwide connector industry is highly fragmented with in excess of
2,000 worldwide manufacturers. The top ten manufacturers accounted for
approximately 38.1% of total connector sales in the nine months ended September
30, 1997. Relative to smaller competitors, larger multinational connector
manufacturers with an extensive global presence, such as the Company, benefit
from several competitive advantages, including: (i) economies of scale in
manufacturing, marketing and research and development; (ii) the ability to serve
efficiently the changing needs of large global OEMs; and (iii) the ability to
satisfy customers' ever-increasing demand for quality products in large volumes.

19
<PAGE> 22

MARKETS SERVED BY THE COMPANY

The Company's products are designed for use primarily in the
telecommunications and computer markets, and to a lesser extent, in the
industrial and instrumentation markets. The percentage of net sales derived from
each of these markets for the nine months ended September 30, 1997 is as
follows:

<TABLE>
<CAPTION>
MARKET % PRODUCT APPLICATIONS
<S> <C> <C>
Telecommunications........................ 54 Mobile communications: microwave equipment,
cellular phones, hand-held radios, modems
and pagers.
Transmission and switching: telephone
switching equipment.
Computer.................................. 37 High-end data processing: supercomputers,
servers, data communications, mainframe
computers, mini-computers and related
peripherals such as disk drives and tape
drives. Personal computing: notebook
computers, desktop
computers, printers, disk drives and
workstations.
Industrial and instrumentation............ 5 Process control equipment, medical
equipment, instrumentation and testing
equipment.
Other..................................... 4 Military and aerospace equipment and
specialized automotive and consumer
electronics.
</TABLE>

NEW PRODUCT DEVELOPMENT

Approximately 35% of the Company's net sales for the first nine months of
1997 were generated from products developed by the Company within the past five
years. Developing new products requires substantial investments in research and
development. The Company targets research and development expenditures
specifically to broaden its product line and to expand its technical
capabilities in order to meet its customers' anticipated needs. In 1994, 1995,
1996 and the first nine months of 1997, the Company's research and development
expenditures were $34.8 million, $39.1 million, $42.3 million, and $34.2
million, respectively. Of the $150.4 million invested in research and
development during the last three fiscal years and the first nine months of
1997, $92.5 million ($20.8 million, $24.8 million, $26.1 million and $20.8
million in 1994, 1995, 1996, and the first nine months of 1997, respectively)
qualified for creation and application of new and improved products and
processes as defined in SFAS No. 2, "Accounting for Research and Development
Costs."

The Company had approximately 430 full-time employees at September 30, 1997
engaged in research, development and engineering functions, primarily at its
U.S., European and Asian research and development centers. In addition, the
Company has application engineers located at Lucent's Bell Laboratories ("Bell
Labs"). Through its access to Bell Labs, the Company is not only able to take
advantage of the research capabilities of the Bell Labs facility, but is also
able to provide support to and work closely with Lucent's engineers in the
advancement of Lucent's telecommunications equipment.

To fill the needs of its customers, the Company's product engineers work
with certain customers' in-house technical staffs in the early stages of product
development to design, produce and manufacture special products to meet the
specifications of particular applications. The manufacture of special products
permits the Company, through its research and development activities, to make
technological advances to provide the customer with a design solution to fit
such customer's needs, to gain marketing inroads with the customer with respect
to the Company's complete product line and, in some cases, to develop products
that can be sold to additional customers in the future. The Company currently
has significant ongoing projects with a variety of key customers in the computer
and telecommunications industries.

An example of the Company's product and market development efforts includes
the Company's Metral(TM) connector, originally developed in conjunction with
Lucent and Ericsson, which has become the

20
<PAGE> 23

industry standard for a variety of telecommunications and computer applications.
Other products developed by the Company which have been industry standards
include SPCI, PCMCIA, BergStik(TM) and the modular jack.

SALES AND MARKETING

The Company places a high priority on identifying and responding to its
customers' requirements on a timely basis. In order to ensure that the Company
is best positioned to respond to these requirements, it has developed a sales
and marketing strategy that utilizes global account managers, a highly trained
Company-employed direct sales force, independent distributors and independent
manufacturers' representatives.

Through its global account managers and direct sales force the Company is
able to develop strong ties to leading OEMs, who must use connectors to complete
the design and manufacture of their products. These ties enable the Company to
act as a partner in the design and development of new products and applications
for these customers. By becoming a partner in the design and development of new
products for its leading customers, the Company believes it can enhance its
relationships with these customers, achieve preferred supplier status and be
better positioned to anticipate its customers' future needs. In addition, the
Company is assigning industry managers to certain emerging high technology
companies in order to remain at the forefront of technological development and
position itself to supply the connector requirements of these companies.

In addition to Company-employed sales staff, independent electronic
component distributors and independent manufacturers' representatives, the
Company utilizes a number of electronic and digital distribution techniques to
ensure easy access to, and ordering of, its products by the Company's customers.
Examples of such distribution techniques include automated access to Company
product information via facsimile, electronic publication of Company product
catalogues and access to Company product catalogues via the World Wide Web. By
accessing the Internet, the Company's customers' engineers are able to
electronically modify the Company's connector designs and send them via
electronic mail to the Company's engineers for further development.

21
<PAGE> 24

MANAGEMENT

Set forth below are the names of the Company's executive officers and each
such person's age, positions with the Company and his principal occupations and
business experience for the past five years.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
James N. Mills....................... 60 Chairman of the Board and Chief Executive
Officer
Timothy L. Conlon.................... 46 President and Chief Operating Officer of the
Company
David M. Sindelar.................... 40 Senior Vice President and Chief Financial
Officer of the Company
Joseph S. Catanzaro.................. 45 Chief Accounting Officer of the Company
</TABLE>

James N. Mills is Chairman of the Board and Chief Executive Officer of the
Company and has held such positions since November 1992. Mr. Mills also served
as President of the Company from November 1992 through June 1995. Mr. Mills is
the Chairman, President and Chief Executive Officer of Mills & Partners, Inc.,
an investment and management services firm headquartered in St. Louis. Mr. Mills
is also Chairman of the Board and Chief Executive Officer of International Wire
Holding Company, Crain Holdings Corp. and Viasystems Group, Inc. Mr. Mills was
Chairman of the Board and Chief Executive Officer of Jackson Holding Company
from February 1993 through August 1995. Mr. Mills was Chairman of the Board and
Chief Executive Officer of Thermadyne Holdings Corporation from February 1989
through February 1995. Mr. Mills was Executive Vice President of the Bussmann
Division of the McGraw-Edison Company from 1980 to 1984.

Timothy L. Conlon is President and Chief Operating Officer of the Company
and has held such positions since January 1997. Mr. Conlon also has served as
Executive Vice President and Chief Operating Officer of Berg Electronics Group,
Inc. since October 1993. Prior to joining the Company, Mr. Conlon was employed
as President of the Cutting and Welding Division of Thermadyne Industries, Inc.
from April 1993 to October 1993. Mr. Conlon also held various executive
positions with Thermadyne Industries, Inc. from July 1992 through April 1993.
Prior to joining Thermadyne Industries, Inc., Mr. Conlon spent nine years in the
connector industry including serving as General Manager of the Information
Technologies and Spectra Strip divisions of Amphenol Corporation from 1990
through July 1992 and President of Cambridge Products from 1988 through 1989.

David M. Sindelar is Senior Vice President and Chief Financial Officer of
the Company and has held such positions since November 1992. Mr. Sindelar is
also Senior Vice President and Chief Financial Officer of Mills & Partners,
Inc., International Wire Holding Company, Crain Holdings Corp. and Viasystems
Group, Inc. Mr. Sindelar was Senior Vice President and Chief Financial Officer
of Jackson Holding Company from February 1993 through August 1995. From 1987 to
February 1995, Mr. Sindelar held various positions at Thermadyne Holdings
Corporation including Senior Vice President, Chief Financial Officer and Vice
President -- Corporate Controller and Controller.

Joseph S. Catanzaro is Chief Accounting Officer of the Company and Vice
President -- Finance of Berg Electronics Group, Inc. and has held such positions
since June 1996 and April 1993, respectively. Prior to joining the Company, Mr.
Catanzaro was employed by a petroleum trading company subsidiary of Mitsui & Co.
(USA), Inc. as Controller from 1990 through April 1993. From 1980 through 1989,
Mr. Catanzaro held several positions at Apex Oil Co., including Corporate
Controller.

22
<PAGE> 25

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding (i) the
beneficial ownership of the voting securities of the Company before and after
the Offerings by each person who is known by the Company to own beneficially
more than 5% of the outstanding shares of Common Stock, by each of the directors
and certain executive officers of the Company, individually and as a group, and
by each other Selling Stockholder, and (ii) the number of shares of Common Stock
being offered by the Selling Stockholders in the Offerings. The information set
forth below (i) assumes the conversion of all of the outstanding shares of Class
A Common Stock into shares of Common Stock and (ii) reflects the distribution
(the "HM Partnerships Distribution") by HM/Berg Partners, L.P., HM/Connectors,
L.P., HM/Berg/DB Partners, L.P., HM/Berg/TCL Partners, L.P. and HM/Berg/FC
Partners, L.P. (collectively referred to as the "HM Partnerships") to their
respective partners of an aggregate of 18,790,228 shares of Common Stock (based
upon an assumed public offering price of $24 3/16 per share (the "Estimated
Price to the Public"), the last reported sale price of the Common Stock on the
NYSE on November 10, 1997, and an assumed distribution date of November 17, 1997
(the "Assumed Distribution Date")). The HM Partnerships Distribution shall occur
prior to the consummation of the Offerings. Based upon the Estimated Price to
the Public and the Assumed Distribution Date, an aggregate of 8,061,264 shares
of Common Stock distributed pursuant to the HM Partnerships Distributions will
be offered in the Offerings by certain limited partners of the HM Partnerships.

<TABLE>
<CAPTION>
SHARES OWNED BEFORE SHARES SHARES OWNED AFTER THE
OFFERINGS TO BE OFFERINGS
-------------------- SOLD IN -----------------------
NUMBER PERCENT THE OFFERINGS NUMBER PERCENT(1)
<S> <C> <C> <C> <C> <C>
5% STOCKHOLDERS:
HM Parties(2)............................... 3,344,239 8.2 -- 3,344,239 8.2
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
DIRECTORS AND OFFICERS:
James N. Mills(3)........................... 2,766,192 6.7 519,750 2,246,442 5.5
Thomas O. Hicks(2).......................... 3,344,239 8.2 -- 3,344,239 8.2
Charles W. Tate(4).......................... 1,243,649 3.0 -- 1,243,649 3.0
Richard W. Vieser(5)........................ 117,320 * -- 117,320 *
Kenneth F. Yontz............................ 97,320 * -- 97,320 *
Robert N. Mills(6).......................... 439,630 1.1 103,950 335,680 *
David M. Sindelar(7)........................ 489,932 1.2 103,950 385,982 *
W. Thomas McGhee(8)......................... 74,992 * -- 74,992 *
Timothy L. Conlon(9)........................ 61,392 * -- 61,392 *
All directors and executive officers as a
group (11 persons)(10).................... 8,755,352 21.3 727,650 8,027,702 19.5
c/o Berg Electronics Corp.
101 South Hanley Road
St. Louis, Missouri 63105
OTHER SELLING STOCKHOLDERS(11):
CES Management Group, Inc. ................. 19,857 * 19,857 -- --
Charles and Lynn Schusterman Family
Foundation................................ 167,832 * 167,832 -- --
CIGNA Property & Casualty Insurance Co...... 232,681 * 232,681 -- --
Electronic Data Systems Corp................ 1,410,455 3.4 1,410,455 -- --
R.D. Hubbard................................ 175,480 * 43,870 131,610 *
Haroldson L. Hunt Jr. Trust Estate.......... 175,480 * 175,480 -- --
Margaret Hunt Trust Estate.................. 175,480 * 175,480 -- --
Hassie Hunt Trust........................... 186,130 * 186,130 -- --
Lyda Hunt -- Margaret Trusts(Al G. Hill,
Jr.)...................................... 46,533 * 46,533 -- --
Lamar Hunt Trust Estate..................... 98,725 * 98,725 -- --
Lyda Hunt -- Lamar Trusts................... 98,725 * 98,725 -- --
Hunt Financial Group, LLC................... 49,362 * 49,362 -- --
Insurance Company of North America.......... 232,681 * 232,681 -- --
Lily Holding Limited........................ 317,709 * 317,709 -- --
</TABLE>

- ---------------
(table continued on following page)

23
<PAGE> 26

<TABLE>
<S> <C> <C> <C> <C> <C>
Lone Star Liquidating Trust........................... 807,917 2.0 807,917 -- --
Missner Venture Partners II, L.P...................... 59,570 * 20,850 38,720 *
National Fidelity Life Insurance Company.............. 568,224 1.4 568,224 -- --
Schusterman/HM Investments............................ 78,980 * 78,980 -- --
SGW Investments (U.S.A.), Inc......................... 766,564 1.9 766,564 -- --
Swiss American Corporation............................ 450,907 1.1 450,907 -- --
The Combined Master Retirement Trust.................. 246,832 * 246,832 -- --
The Long-Term Credit Bank of Japan, Ltd............... 493,664 1.2 493,664 -- --
The Ohio National Life Insurance Co................... 234,233 * 234,233 -- --
The Prudential Insurance Company of America........... 350,988 * 350,988 -- --
Transpac Ventures 1, Ltd.............................. 198,137 * 198,137 -- --
Wand/HMC Investments L.P.............................. 570,134 1.4 171,040 399,094 *
Wabash Life Insurance Company......................... 417,408 1.0 417,408 -- --
William L. Farrell.................................... 47,590 * 47,590 -- --
Jeffrey Fronterhouse.................................. 1,808 * 1,808 -- --
Larry Tibbetts........................................ 72,992 * 72,992 -- --
</TABLE>

- ---------------

* Represents less than 1%.

(1) Assumes no exercise of the over-allotment option granted by the Company to
the U.S. Underwriters.

(2) Represents, immediately following the HM Partnerships Distribution: (i)
67,513 shares owned of record by Hicks Muse Fund I Incorporated ("Fund I");
(ii) 2,982,326 shares owned of record by Thomas O. Hicks; (iii) 291,968
shares owned of record by six children's trusts for which Mr. Hicks serves
as trustee; and (iv) 2,432 shares owned of record by an employee of Hicks,
Muse and subject to an irrevocable proxy in favor of Mr. Hicks. Mr. Hicks
is the controlling stockholder of Fund I and serves as Chairman of the
Board, President and Chief Executive Officer of Fund I. Accordingly, Mr.
Hicks may be deemed to be the beneficial owner of all of the shares owned
of record by Fund I. Messrs. John R. Muse, Charles W. Tate, and Jack D.
Furst serve as officers, directors and minority stockholders of Fund I and
as such, may be deemed to share the power to vote or dispose of shares of
Common Stock held by Fund I. Accordingly, Messrs. Hicks, Muse, Tate and
Furst may be deemed to be the beneficial owners of shares of Common Stock
owned by Fund I. In addition, Messrs. Muse and Furst own of record
2,010,598 and 1,069,835 shares of Common Stock, respectively, representing
approximately 4.9% and 2.6%, respectively, of the outstanding shares of
Common Stock. Each of Messrs. Hicks, Muse, Tate and Furst disclaims the
existence of a group and disclaims beneficial ownership of shares of Common
Stock not respectively owned of record by him.

(3) Includes 558,350 shares of Common Stock and 960,568 shares of Class A
Common Stock held by James N. Mills, and 1,022,978 shares of Class A Common
Stock which Mr. Mills has the power to vote by proxy.

(4) Includes 1,190,935 shares owned of record by Mr. Tate and 52,714 shares
owned of record by the Charles W. Tate 1992 Trust.

(5) Includes 48,660 shares owned of record by Mr. Vieser, 20,000 shares owned
of record by Mr. Vieser's spouse, and 48,660 shares of Common Stock subject
to options that are exercisable within 60 days. Mr. Vieser disclaims
beneficial ownership of shares of Common Stock not owned of record by him.

(6) Represents 103,950 shares of Common Stock and 335,680 shares of Class A
Common Stock owned of record by the Robert N. Mills Revocable Living Trust.

(7) Includes 133,950 shares of Common Stock and 282,990 shares of Class A
Common Stock owned of record by Mr. Sindelar, and 72,992 shares of Class A
Common Stock owned of record by two children's trusts of which Mr. Sindelar
serves as trustee. Mr. Sindelar disclaims beneficial ownership of shares of
Common Stock not owned of record by him.

(8) Includes 2,000 shares of Common Stock held by Mr. McGhee and 24,992 shares
of Class A Common Stock owned of record by a trust for which Mr. McGhee's
spouse serves as trustee, 28,000 shares of Class A Common Stock owned of
record by the W. Thomas McGhee Revocable Living Trust and 20,000 shares of
Class A Common Stock owned of record by the McGhee Family L.P. Mr. McGhee
disclaims beneficial ownership of shares of Class A Common Stock owned by
his spouse's trust.

(9) Includes 3,000 shares of Common Stock owned of record by three minor
children of which Mr. Conlon is the custodian, and 58,392 shares of Common
Stock subject to options that are exercisable within 60 days.

(10) Includes 136,246 shares of Common Stock subject to options that are
exercisable within 60 days.

(11) Reflects the HM Partnerships Distribution.

24
<PAGE> 27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company sells certain connectors and other products needed to
manufacture printed circuit boards and backpanel assemblies to Viasystems, Inc.
("Viasystems"). In December 1996, a wholly-owned subsidiary of Viasystems
acquired substantially all of the assets of the Interconnection Technologies
Unit of the Microelectronics Group (the "Lucent Division") of Lucent. Prior to
the acquisition by Viasystems of the Lucent Division, the Lucent Division
purchased certain electronic connections from the Company pursuant to a written
supply contract (the "Supply Agreement"). The Company and Viasystems have
continued to supply and purchase products on the same terms and conditions as
set forth in the Supply Agreement. Viasystems is controlled by Hicks, Muse,
through its affiliates, and managed by Mills and Partners, Inc. In addition,
certain of the Company's directors and executive officers have financial
interests in Viasystems. For the first nine months of 1997, the Company's net
sales to Viasystems were approximately $29.2 million. The Company expects to
continue to sell products to Viasystems on terms and conditions substantially
similar to the terms and conditions of the Supply Agreement, which the Company
believes to be comparable to the terms that would be reached in an arm's-length
transaction.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 60,000,000 shares
of Common Stock, 7,000,000 shares of Class A Common Stock and 28,500,000 shares
of preferred stock. As of October 27, 1997, there were outstanding 39,029,810
shares of Common Stock, 1,983,546 shares of Class A Common Stock and no shares
of preferred stock.

PREFERRED STOCK

The Board of Directors is authorized without stockholder approval to issue
preferred stock from time to time in one or more series and to designate for
each such series the terms and conditions of any voting, dividend and conversion
or exchange rights; the amount payable on the series upon redemption and upon
the dissolution or distribution of the assets of the Company; and the rights,
qualifications, limitations or restrictions thereof pertaining to the series.
These rights and privileges could adversely affect the voting power of holders
of Common Stock, and the authority of the Board of Directors to issue preferred
stock without stockholder approval could have the effect of delaying, deferring
or preventing a change in control of the Company.

COMMON STOCK AND CLASS A COMMON STOCK

The holders of Common Stock and Class A Common Stock are entitled to one
vote for each share held of record on all matters submitted to a vote of
stockholders. Except as expressly required under the Delaware General
Corporation Law (the "DGCL"), the Common Stock and the Class A Common Stock will
vote together as a single class with respect to all matters to be voted on by
the Company's stockholders. Subject to preferential rights with respect to any
class or series of preferred stock, holders of Common Stock and Class A Common
Stock are entitled to receive ratably, on a share-for-share basis as if all
shares were of a single class, (i) ordinary dividends payable in cash out of the
current earnings of the Company and (ii) dividends in shares of Common Stock and
Class A Common Stock (or rights to subscribe for or purchase shares of Common
Stock and Class A Common Stock, as applicable, or securities or indebtedness
convertible into shares of Common Stock and Class A Common Stock, as
applicable); provided, however, that dividends payable in shares of Common Stock
(or rights to subscribe for or purchase shares of Common Stock or securities or
indebtedness convertible into shares of Common Stock) shall be paid only on
shares of Common Stock and dividends payable in shares of Class A Common Stock
(or rights to subscribe for or purchase shares of Class A Common Stock or
securities or indebtedness convertible into shares of Class A Common Stock)
shall be paid only on shares of Class A Common Stock. In the event of
liquidation, dissolution or winding up of the affairs of the Company, holders of
Common Stock are entitled to receive an amount in cash and/or property which has
an aggregate Fair Value (as defined in the Company's Certificate of
Incorporation) equal to the Conversion Price (as defined herein) before any
payment shall be made to holders of shares of Class A

25
<PAGE> 28

Common Stock. After payment of the full cash amount due on shares of Common
Stock as provided in the immediately preceding sentence, holders of Common Stock
and Class A Common Stock shall share ratably on a share-for-share basis in all
other distributions of assets pursuant to any liquidation, dissolution or
winding-up of the Company. The holders of Common Stock and Class A Common Stock
have no cumulative voting rights. All outstanding shares of Common Stock and
Class A Common Stock are fully paid and non-assessable. All shares of Common
Stock issuable upon conversion of the Class A Common Stock will upon issuance be
fully paid and non-assessable.

Holders of Class A Common Stock are entitled at any time to convert their
shares of Class A Common Stock into shares of Common Stock at the rate of a
fraction of a share of Common Stock equal to the quotient of (A) the excess, if
any, of the Fair Value (as defined in the Certificate of Incorporation) of one
share of Common Stock over the Conversion Price divided by (B) the Fair Value of
the Common Stock, all computed as of the close of business on the date preceding
the date of conversion. In addition, shares of Class A Common Stock (i) may be
converted into shares of Common Stock at the option of the Company effective
immediately prior to the consummation of a Triggering Event (as defined herein)
and (ii) shall automatically be converted into shares of Common Stock on
February 26, 2003. "Conversion Price" means, as to any share of Class A Common
Stock on any date, the Base Price, as adjusted from time to time. "Base Price,"
as adjusted, means $2.035, and is subject to adjustment from time to time. "Base
Price" may be adjusted as follows: (i) if at any time the Company pays a
dividend on Common Stock (other than a dividend payable ratably on the Common
Stock and Class A Common Stock, as required, with respect to (a) ordinary
dividends payable out of the Company's current earnings and (b) dividends in
shares of Common Stock and Class A Common Stock, as applicable, or in securities
or indebtedness convertible into shares of Common Stock and Class A Common
Stock, as applicable), whether such dividend is payable in cash, property or
securities of the Company, the then applicable Base Price shall be reduced (but
not below zero), effective at the close of business on the record date for
determination of holders of Common Stock entitled to such dividend, by the per
share amount of such dividend, and (ii) if at any time the Company subdivides
the Common Stock and Class A Common Stock into a greater number of shares, or
combines the Common Stock and Class A Common Stock into a lesser number of
shares, or pays to the holders of Common Stock or Class A Common Stock a
dividend in Common Stock or Class A Common Stock, as applicable, the then
applicable Base Price shall be adjusted, effective at the close of business on
the effective date of such split or combination or the record date for
determination of the holders of Common Stock or Class A Common Stock entitled to
such divided, by multiplying the Base Amount then in effect times a fraction,
(x) the numerator of which is the total number of shares of Class A Common Stock
outstanding immediately before such subdivision, combination or dividend, and
(y) the denominator of which is the total number of shares of Class A Common
Stock outstanding immediately after such subdivision, combination or dividend. A
"Triggering Event" is defined as any merger, consolidation or other business
combination of the Company with one or more other persons or entities in which
any such other person or entity is the Survivor (as defined in the Certificate
of Incorporation), or any sale of all or substantially all of the assets of the
Company and with respect to which cash and/or non-cash consideration is to be
distributed to holders of Common Stock; provided that, if any such merger,
consolidation, sale of assets or other business combination in which holders of
Common Stock receive cash or non-cash consideration in exchange for Common Stock
is structured so that the Company is the surviving entity, such transaction
shall nevertheless be deemed a Triggering Event. Notwithstanding the foregoing,
a merger, consolidation, sale of assets, or other business combination referred
to in the preceding sentence shall not constitute a Triggering Event if Hicks,
Muse and its affiliates shall beneficially own, directly or indirectly, in
excess of 50% of the outstanding Common Stock (determined on a fully-diluted
basis, exclusive of shares issuable upon conversion of the Class A Common Stock)
of the surviving entity (an "Exempt Transaction"). Further, the terms of any
Exempt Transaction shall provide that the Class A Common Stock (or any other
class of convertible common stock having terms, as nearly as may reasonably be,
identical to the terms of the Class A Common Stock) shall remain outstanding
after such Exempt Transaction.

26
<PAGE> 29

SPECIAL PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE COMPANY

The Company's Certificate of Incorporation and Bylaws include certain
provisions that could have an anti-takeover effect. The provisions are intended
to enhance the likelihood of continuity and stability in the composition of the
Board of Directors and in the policies formulated by the Board of Directors.
These provisions also are intended to help ensure that the Board of Directors,
if confronted by a surprise proposal from a third party which has acquired a
block of stock of the Company, will have sufficient time to review the proposal
and appropriate alternatives to the proposal and to act in what it believes to
be the best interests of the stockholders.

Blank Check Preferred Stock. The Company's Certificate of Incorporation
provides that the Board of Directors of the Company may authorize the issuance
of up to 28,500,000 shares of preferred stock in one or more series and may
designate the dividend rate, voting rights and other rights, preferences and
restrictions of each such series. The Company has no present intention to issue
any preferred stock; however, the Company could issue a series of preferred
stock that could, depending on the terms of such series, either impede or
facilitate the completion or a merger, tender offer or other takeover attempt.
Although the Board of Directors is required to make any determination to issue
such stock based on its judgment as to the best interests of the stockholders of
the Company, the Board of Directors could act in a manner that would discourage
an acquisition attempt or other transaction that some, or a majority, of the
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then market price
of such stock. The Board of Directors does not intend to seek stockholder
approval prior to any issuance of such preferred stock, unless otherwise
required by law or stock exchange rules.

Classified Board of Directors. The Certificate of Incorporation provides
for a Board of Directors divided into three classes of directors serving
staggered three-year terms. The classification of directors has the effect of
making it more difficult for stockholders to change the composition of the Board
of Directors in a relatively short period of time. At least two annual meetings
of stockholders, instead of one, will generally be required to effect a change
in a majority of the Board of Directors.

Number of Directors; Vacancies; Removal. The Certificate of Incorporation
provides that the Board of Directors will consist of at least five and no more
than six members. The number of directors constituting the entire Board of
Directors may be changed only by an amendment to the Certificate of
Incorporation. The Bylaws provide that the Board of Directors, acting by
majority vote of the directors then in office, may fill any newly created
directorships or vacancies on the Board of Directors. Moreover, under the DGCL,
in the case of a corporation having a classified board, stockholders may remove
a director only for cause. This provision, when coupled with the provision of
the Bylaws authorizing the Board of Directors to fill vacant directorships, will
preclude a stockholder from removing incumbent directors without cause and
simultaneously gaining control of the Board of Directors by filling the
vacancies created by such removal with its own nominees.

Stockholder Action by Written Consent; Special Meetings. The Certificate of
Incorporation prohibits action by stockholders by written consent in lieu of a
meeting. The Bylaws provide that special meetings of stockholders may be called
by a majority of the Board of Directors, the Chairman of the Board of Directors
or any holder or holders of at least 25% of the outstanding shares of the voting
capital stock of the Company.

Advance Notice Requirements for Stockholder Proposals and Director
Nominees. The Bylaws establish an advance notice procedure with regard to
business proposed to be submitted by a stockholder at any annual or special
meeting of stockholders of the Company, including the nomination of candidates
for election as directors. The procedure provides that a notice of proposed
stockholder business must be timely given in writing to the Secretary of the
Company prior to the meeting. In all cases, to be timely, notice relating to an
annual meeting must be received at the principal executive office of the Company
not less than 60 days nor more than 90 days before the first anniversary of the
prior year's annual meeting.

Notice to the Company from a stockholder who proposes to nominate a person
at a meeting for election as a director must contain all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the

27
<PAGE> 30

Exchange Act, including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected.

The chairman of a meeting of stockholders may determine that a person was
not nominated in accordance with the nomination procedure, in which case such
person's nomination will be disregarded. If the chairman of a meeting of
stockholders determines that other business was not properly brought before such
meeting in accordance with the Bylaw procedures, such business will not be
conducted at the meeting. Nothing in the nomination procedure or the business
procedure will preclude discussion by any stockholder of any nomination or
business properly made or brought before the annual or any other meeting in
accordance with the above-mentioned procedures.

Amendment of Bylaw Provisions. The Certificate of Incorporation provides
that Bylaw provisions may be adopted, altered, amended or repealed only by the
affirmative vote of two-thirds of the members of the Board of Directors or
holders of at least two-thirds of the outstanding shares of capital stock of the
Company, voting together as a single class, entitled to vote thereon.

Amendment of Certificate of Incorporation Provisions. The Certificate of
Incorporation requires the affirmative vote of the holders of at least
two-thirds of the outstanding shares of capital stock of the Company, voting
together as a single class, for any amendments of the Certificate of
Incorporation.

LIMITATIONS ON DIRECTOR LIABILITY

The Company's Certificate of Incorporation also contains certain provisions
permitted under the DGCL regarding liability of directors. These provisions
eliminate the personal liability of directors to the Company and its
stockholders for monetary damages for any breach of their fiduciary duties in
their capacity as directors, except for any breach of the duty of loyalty, for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for liability under Section 174 of the DGCL (regarding
certain unlawful dividends, stock repurchases or stock redemptions), or for any
transaction from which the director derived an improper personal benefit. These
provisions do not eliminate a director's duty of care and do not affect the
availability of equitable remedies such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty. Moreover, these provisions do
not apply to claims against a director for violation of certain laws, including
the federal securities laws. The Company's Certificate of Incorporation further
provides that the Company shall indemnify its directors and officers, and may
indemnify any employee or agent of the Company, to the fullest extent permitted
by the DGCL. The Company believes that these provisions will assist the Company
in attracting and retaining qualified individuals to serve as directors and
officers.

DELAWARE TAKEOVER STATUTE

Section 203 of the DGCL ("Section 203") prohibits certain persons
("Interested Stockholders") from engaging in a "business combination" with a
Delaware corporation for three years following the date such persons become
Interested Stockholders. Interested Stockholders generally include (i) persons
who are the beneficial owners of 15% or more of the outstanding voting stock of
the corporation and (ii) persons who are affiliates or associates of the
corporation and who hold 15% or more of the corporation's outstanding voting
stock at any time within three years before the date on which such person's
status as an Interested Stockholder is determined. Subject to certain
exceptions, a "business combination" includes, among other things, (i) mergers
and consolidations, (ii) the sale, lease, exchange, mortgage, pledge, transfer
or other disposition of assets having an aggregate market value equal to 10% or
more of either the aggregate market value of all assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation, (iii) transactions that result in the
issuance or transfer by the corporation of any stock of the corporation to the
Interested Stockholder, except pursuant to certain exercises, exchanges,
conversions, distributions or offers to purchase with respect to securities
outstanding prior to the time that the Interested Stockholder became such and
that, generally, do not increase the Interested Stockholder's proportionate
share of the stock of any class or series of the corporation, (iv) any
transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series, or securities
convertible into the stock of any class or series, of the corporation that is
owned directly or indirectly by the Interested

28
<PAGE> 31

Stockholder, or (v) any receipt by the Interested Stockholder of the benefit
(except proportionately as a stockholder) of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation.

Section 203 does not apply to a business combination if (i) before a person
becomes an Interested Stockholder, the board of directors of the corporation
approves the transaction in which the Interested Stockholder became an
Interested Stockholder or approves the business combination, (ii) upon
consummation of the transaction that resulted in the Interested Stockholder
becoming an Interested Stockholder, the Interested Stockholder owns at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commences (other than certain excluded shares), or (iii) following a transaction
in which the person became an Interested Stockholder, the business combination
is (a) approved by the board of directors of the corporation and (b) authorized
at a regular or special meeting of stockholders (and not by written consent) by
the affirmative vote of the holders of at least two-thirds of the outstanding
voting stock of the corporation not owned by the Interested Stockholder.

The foregoing provisions of the DGCL and the Company's Certificate of
Incorporation and Bylaws could have the effect of discouraging others from
attempting hostile takeovers of the Company and, as a consequence, they may also
inhibit temporary fluctuations in the market price of the Common Stock that
often result from actual or rumored hostile takeover attempts. Such provisions
may also have the effect of preventing changes in the management of the Company.
It is possible that such provisions could make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best
interests.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is Harris Trust and
Savings Bank.

29
<PAGE> 32

CERTAIN U.S. TAX CONSIDERATIONS APPLICABLE
TO NON-U.S. HOLDERS OF THE COMMON STOCK

The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock
applicable to Non-U.S. Holders of such Common Stock who acquire and own such
Common Stock as a capital asset within the meaning of section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"). A "Non-U.S. Holder" is
any person other than (i) a citizen or resident of the United States, (ii) a
corporation or partnership created or organized in the United States or under
the laws of the United States or of any state, or (iii) an estate whose income
is includable in gross income for United States federal income tax purposes
regardless of its source, or (iv) a trust if (a) a court within the United
States is able to exercise primary supervision over the administration of the
trust and (b) one or more United States fiduciaries have the authority to
control all substantial decisions of the trust. For purposes of the withholding
tax on dividends discussed below, a non-resident fiduciary of an estate or trust
will be considered a Non-U.S. Holder. An individual may, subject to certain
exceptions, be deemed to be a resident alien (as opposed to a non-resident
alien) by virtue of being present in the United States on at least 31 days in
the calendar year and for an aggregate of at least 183 days during a three-year
period in the current calendar year (counting for such purposes all of the days
present in the current year, one-third of the days present in the immediately
preceding year, and one-sixth of the days present in the second succeeding
year). Resident aliens are subject to U.S. federal tax as if they were U.S.
citizens and, thus, are not Non-U.S. Holders for purposes of this discussion.

This discussion does not consider specific facts and circumstances that may
be relevant to a particular Non-U.S. Holder's tax position (including the fact
that in the case of a Non-U.S. Holder that is a partnership, the U.S. tax
consequences of holding and disposing of shares of Common Stock may be affected
by certain determinations made at the partner level) and does not consider U.S.
state and local or non-U.S. tax consequences. Further it does not consider
Non-U.S. Holders subject to special tax treatment under the federal income tax
laws (including banks and insurance companies, dealers in securities, and
holders of securities held as part of a "straddle," "hedge" or "conversion
transaction"). In addition, persons that hold the Common Stock through "hybrid
entities" may be subject to special rules and may not be entitled to the
benefits of a U.S. income tax treaty. The following discussion is based on
provisions of the Code and administrative and judicial interpretations as of the
date hereof, all of which are subject to change, possibly on a retroactive
basis, and any change could affect the continuing validity of this discussion.

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION.
ACCORDINGLY, EACH PROSPECTIVE NON-U.S. HOLDER IS URGED TO CONSULT A TAX ADVISOR
WITH RESPECT TO THE UNITED STATES FEDERAL TAX CONSEQUENCES OF HOLDING AND
DISPOSING OF COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER
THE LAWS OF ANY U.S. STATE, LOCAL OR OTHER NON-U.S. TAXING JURISDICTION.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to
withholding of U.S. federal income tax at a 30% rate unless such rate is reduced
by an applicable income tax treaty. Dividends that are effectively connected
with such holder's conduct of a trade or business in the United States, or, if a
tax treaty applies, attributable to a permanent establishment or in the case of
an individual a "fixed base," in the United States ("U.S. trade or business
income") are generally subject to U.S. federal income tax at regular rates and
are not generally subject to withholding if the Non-U.S. Holder files the
appropriate form with the payor. Any U.S. trade or business income received by a
non-U.S. corporation may also, under certain circumstances, be subject to an
additional "branch profits tax" at a 30% rate, or such lower rate as may be
applicable under an income tax treaty.

Dividends paid to an address in a foreign country are presumed (absent
actual knowledge to the contrary) to be paid to a resident of such country for
purposes of the withholding discussed above, and under the current
interpretation of U.S. Treasury regulations, for purposes of determining the
applicability of a tax treaty rate. Under final U.S. Treasury regulations,
effective January 1, 1999, however, a Non-U.S. Holder of Common Stock who wishes
to claim the benefit of an applicable treaty rate would be required to satisfy
applicable

30
<PAGE> 33

certification and other requirements, which would include the requirement that
the Non-U.S. Holder file a Form W-8 which contains the holder's name and
address. If the Common Stock ceases to be actively traded, then a Non-U.S.
Holder may also be required to provide a U.S. taxpayer identification number and
a certificate of residence in the foreign country (or other acceptable proof of
such residence).

A Non-U.S. Holder of Common Stock that is eligible for a reduced rate of
U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts currently withheld by filing an appropriate claim for a refund
with the U.S. Internal Revenue Service.

DISPOSITION OF COMMON STOCK

Except as described below, a Non-U.S. Holder generally will not be subject
to U.S. federal income tax in respect of gain recognized on a disposition of
Common Stock provided that (i) the gain is not U.S. trade or business income;
(ii) the Non-U.S. Holder is not an individual who is present in the United
States for 183 or more days in the taxable year of the disposition and who meets
certain other requirements; (iii) the Non-U.S. Holder is not subject to tax
pursuant to the provisions of U.S. tax law applicable to certain United States
expatriates; and (iv) the Company has not been and does not become a "United
States real property holding corporation" for U.S. federal income tax purposes.
The Company believes that it has not been, is not currently, and is not likely
to become, a United States real property holding corporation. However, no
assurance can be given that the Company will not be a United States real
property holding corporation when a Non-U.S. Holder sells its shares of Common
Stock.

FEDERAL ESTATE TAXES

In general, an individual who is a Non-U.S. Holder for U.S. estate tax
purposes will incur liability for U.S. federal estate tax if the fair market
value of property included in the individual's taxable estate for U.S. federal
estate tax purposes exceeds the statutory threshold amount. For these purposes,
Common Stock owned, or treated as owned, by an individual who is a Non-U.S.
Holder at the time of death will be included in the individual's gross estate
for U.S. federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.

U.S. INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX

The Company must report annually to the Internal Revenue Service and to
each Non-U.S. Holder the amount of dividends paid to, and the tax withheld with
respect to, each Non-U.S. Holder. These reporting requirements apply regardless
of whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of these information returns may also be made available under the
provisions of a specific treaty or agreement to the tax authorities in the
country in which the Non-U.S. Holder resides. Under current regulations, the
United States backup withholding tax (which generally is a withholding tax
imposed at the rate of 31% on certain payments to persons that fail to furnish
the information required under the United States information reporting
requirements) will generally not apply to dividends paid on the Common Stock to
a Non-U.S. Holder at an address outside the United States. Under final Treasury
regulations, effective January 1, 1999, a Non-U.S. Holder generally would not be
subject to backup withholding at a 31% rate if the beneficial owner certifies to
such owner's foreign status on a valid Form W-8.

Non-U.S. Holders will not be subject to information reporting or backup
withholding with respect to the payment of proceeds from the disposition of
Common Stock effected by a foreign office of a foreign broker provided however
that if the broker is a U.S. person or a "U.S. related person," information
reporting (but not backup holding) would apply unless the broker receives a
statement from the owner, signed under penalties of perjury, certifying its
foreign status or otherwise establishing an exemption or the broker has
documentary evidence in its files as to the Non-U.S. Holder's foreign status and
the broker has no actual knowledge to the contrary. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for U.S. federal
income tax purposes, (ii) a foreign person 50% or more of whose gross income
from all sources for the three-year period ending with the close of its taxable
year preceding the payment (or for such part of the period that the broker has
been in existence) is derived from activities that are effectively connected
with the conduct of a

31
<PAGE> 34

U.S. trade or business, (iii) a foreign partnership engaged in a U.S. trade or
business in which U.S. persons hold more than 50% of the income or capital
interest, or (iv) certain U.S. branches of foreign banks or insurance companies.

Non-U.S. Holders will be subject to information reporting and backup
withholding at a rate of 31% with respect to the payment of proceeds from the
disposition of Common Stock effected by to or through the United States office
of a broker, U.S. or foreign, unless the Non-U.S. Holder certifies as to its
foreign status under penalties of perjury or otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder's U.S.
federal income tax, and any amounts withheld in excess of such Non-U.S. Holder's
federal income tax liability will be refunded, provided that the required
information is furnished to the Internal Revenue Service.

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<PAGE> 35

UNDERWRITING

Subject to the terms and conditions of an Underwriting Agreement, dated
November , 1997 (the "Underwriting Agreement"), the U.S. underwriters named
below (the "U.S. Underwriters"), who are represented by Donaldson, Lufkin &
Jenrette Securities Corporation, Bear, Stearns & Co. Inc., Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley & Co. Incorporated (the "U.S. Representatives"), and the
International Managers named below (the "International Managers" and, together
with the U.S. Underwriters, the "Underwriters"), who are represented by
Donaldson, Lufkin & Jenrette International, Bear, Stearns International Limited,
Credit Suisse First Boston (Europe) Limited, Merrill Lynch International and
Morgan Stanley & Co. International Limited (the "International Representatives"
and, together with the U.S. Representatives, the "Representatives"), have
severally agreed to purchase from the Selling Stockholders the respective number
of shares of Common Stock set forth opposite their names below.

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITERS SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.........
Bear, Stearns & Co. Inc. ...................................
Credit Suisse First Boston Corporation......................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Morgan Stanley & Co. Incorporated...........................

---------
Subtotal.......................................... 7,129,043
---------
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGERS SHARES
<S> <C>
Donaldson, Lufkin & Jenrette International..................
Bear, Stearns International Limited ........................
Credit Suisse First Boston (Europe) Limited.................
Merrill Lynch International.................................
Morgan Stanley & Co. International Limited..................

---------
Subtotal.......................................... 1,782,261
---------
Total............................................. 8,911,304
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the shares of Common Stock
offered hereby are subject to approval by their counsel of certain legal matters
and to certain other conditions. The Underwriters are obligated to purchase and
accept delivery of all the shares of Common Stock offered hereby (other than
those shares covered by the over-allotment option described below) if any are
purchased.

The Underwriters initially propose to offer the shares of Common Stock in
part directly to the public at the public offering price set forth on the cover
page of this Prospectus and in part to certain dealers (including the
Underwriters) at such price less a concession not in excess of $ per
share. The Underwriters may

33
<PAGE> 36

allow, and such dealers may re-allow, to certain other dealers a concession not
in excess of $ per share. After the initial offering of the Common
Stock, the public offering price and other selling terms may be changed by the
Representatives at any time without notice.

The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days after the date of this Prospectus, to purchase, from time to
time, in whole or in part, up to an aggregate of 891,131 additional shares of
Common Stock at the public offering price less underwriting discounts and
commissions. The U.S. Underwriters may exercise such option solely to cover
over-allotments, if any, made in connection with the Offerings. To the extent
that the U.S. Underwriters exercise such option, each U.S. Underwriter will
become obligated, subject to certain conditions, to purchase its pro rata
portion of such additional shares based on such U.S. Underwriter's percentage
underwriting commitment in the U.S. portion of the Offerings as indicated in the
preceding table.

The Company, its wholly-owned subsidiary, Berg Electronics Group, Inc. and
the Selling Stockholders have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments that the Underwriters may be required to make in respect
thereof.

Each of the Company, its executive officers and directors and certain
stockholders of the Company (including the Selling Stockholders) has agreed not
to (i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (ii) enter into any swap or other arrangement
that transfers all or a portion of the economic consequences associated with the
ownership of any Common Stock (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery of Common
Stock, or such other securities, in cash or otherwise) for a period of 90 days
after the date of this Prospectus without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation; provided that the Company
may grant stock options under its existing stock option plan, issue Common Stock
upon the exercise of an option or warrant outstanding as of the date of the
Underwriting Agreement or issue Common Stock or securities convertible into or
exercisable for shares of Common Stock in connection with an acquisition or
business combination so long as the recipient of any such securities agrees in
writing to be bound by the foregoing restrictions for the remainder of such
90-day period. Holders of 12,154,261 shares of Common Stock and 1,772,964 shares
of Class A Common Stock have agreed to the foregoing restrictions. In addition,
during such period, the Company has also agreed not to file any registration
statement with respect to the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation.

The Common Stock is listed on the NYSE under the symbol "BEI".

Pursuant to an Agreement between U.S. Underwriters and International
Managers (the "Intersyndicate Agreement"), each U.S. Underwriter has represented
and agreed that, with certain exceptions, (i) it is not purchasing any shares of
Common Stock offered hereby for the account of anyone other than a United States
or Canadian Person (as defined below) and (ii) it has not offered or sold, and
will not offer or sell, directly or indirectly, any shares of Common Stock
offered hereby or distribute any prospectus relating to such shares of Common
Stock outside the United States or Canada or to anyone other than a United
States or Canadian Person. Pursuant to the Intersyndicate Agreement, each
International Manager has represented and agreed that, with certain exceptions,
(i) it is not purchasing any shares of Common Stock offered hereby for the
account of any United States or Canadian Person and (ii) it has not offered or
sold, and will not offer or sell, directly or indirectly, any shares of Common
Stock offered hereby or distribute any prospectus relating to such shares of
Common Stock in the United States or Canada or to any United States or Canadian
Person. With respect to any Underwriter that is both a U.S. Underwriter and an
International Manager, the foregoing representations and agreements (i) made by
it in its capacity as a U.S. Underwriter apply only to it in its capacity as a
U.S. Underwriter and (ii) made by it in its capacity as an International Manager
apply only to it in its capacity as an International Manager. The foregoing
limitations do not apply to stabilization transactions and to certain other
transactions specified in the Intersyndicate Agreement. As used herein, "United
States or

34
<PAGE> 37

Canadian Person" means any individual who is resident in the United States or
Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under or governed by the laws of the United States or Canada or
of any political subdivision thereof (other than the foreign branch of any
United States or Canadian Person), and includes any United States or Canadian
branch of a person other than a United States or Canadian Person.

Pursuant to the Intersyndicate Agreement, sales may be made between the
syndicates of U.S. Underwriters and International Managers of such number of
shares of Common Stock offered hereby as may be mutually agreed. Unless
otherwise determined by the Representatives, the per share price of any shares
of Common Stock so sold shall be the public offering price set forth on the
cover page hereof, in United States dollars, less an amount not greater than the
per share amount of the concession to dealers set forth above.

Pursuant to Intersyndicate Agreement, each U.S. Underwriter has represented
and agreed that (i) it has not offered or sold and will not offer or sell,
directly or indirectly, any shares of Common Stock offered hereby in any
province or territory of Canada or to, or for the benefit of, any resident of
any province or territory of Canada in contravention of the securities laws
thereof and (ii) without limiting the generality of the foregoing, any offer or
sale of such shares of Common Stock in Canada will be made only pursuant to an
exemption from the requirement to file a prospectus in the province or territory
of Canada in which such offer or sale is made. Each U.S. Underwriter has further
agreed to send to any dealer who purchases from it any shares of Common Stock
offered hereby a notice stating in substance that by purchasing such shares of
Common Stock such dealer represents and agrees that (i) it has not offered or
sold and will not offer or sell, directly or indirectly, any of such shares of
Common Stock in any province or territory of Canada or to, or for the benefit
of, any resident of any province or territory of Canada in contravention of the
securities laws thereof, (ii) any offer or sale of such shares of Common Stock
in Canada will be made only pursuant to an exemption from the requirement to
file a prospectus in the province or territory of Canada in which such offer or
sale is made and (iii) it will send to any other dealer to whom it sells any of
such shares of Common Stock a notice containing substantially the same statement
as is contained in this sentence.

Pursuant to the Intersyndicate Agreement, each International Manager has
represented and agreed that (i) it has not offered or sold and, prior to the
date six months after the closing date for the sale of shares of Common Stock to
the International Managers pursuant to the Underwriting Agreement, will not
offer or sell, any shares of Common Stock offered hereby to persons in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (ii) it
has complied and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the shares
of Common Stock offered hereby in, from or otherwise involving the United
Kingdom and (iii) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
Offerings to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
or is a person to whom the document may otherwise lawfully be issued or passed
on.

Pursuant to the Intersyndicate Agreement, each International Manager has
further represented and agreed that it has not offered or sold and will not
offer or sell, directly or indirectly, any shares of Common Stock acquired in
connection with the distribution contemplated hereby in Japan or to or for the
account of any resident thereof, except for offers or sales to Japanese
International Managers or dealers and except pursuant to an exemption from the
registration requirements of the Securities and Exchange Law of Japan and
otherwise in compliance with applicable provisions of Japanese law. Each
International Manager has further agreed to send to any dealer who purchases
from it any shares of Common Stock offered hereby a notice stating in substance
that by purchasing such shares of Common Stock such dealer represents and agrees
that (i) it has not offered or sold and will not offer or sell, directly or
indirectly, any of such shares of Common Stock in Japan or to or for the account
of any resident thereof, except for offers or sales to Japanese International
Managers or dealers and except pursuant to an exemption from the registration
requirements of the Securities and Exchange Law of Japan and otherwise in
compliance with applicable provisions of Japanese

35
<PAGE> 38

law and (ii) it will send to any other dealer to whom it sells any of such
shares of Common Stock a notice containing substantially the same statement as
is contained in this sentence.

Other than in the United States, no action has been taken by the Company,
the Selling Stockholders, or the Underwriters that would permit a public
offering of the shares of Common Stock offered hereby in any jurisdiction where
action for that purpose is required. The shares of Common Stock offered hereby
may not be offered or sold, directly or indirectly, nor may this Prospectus or
any other offering material or advertisements in connection with the offer and
sale of any such shares of Common Stock be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with the
applicable rules and regulations of such jurisdiction. Persons into whose
possession this Prospectus comes are advised to inform themselves about and to
observe any restrictions relating to the Offerings and the distribution of this
Prospectus. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any shares of Common Stock offered hereby in any
jurisdiction in which such an offer or a solicitation is unlawful.

In connection with the Offerings, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may overallot the Offerings
creating a syndicate short position. The Underwriters may bid for and purchase
shares of Common Stock in the open market to cover such syndicate short position
or to stabilize the price of the Common Stock. These activities may stabilize or
maintain the market price of the Common Stock above independent market levels.
The Underwriters are not required to engage in these activities and may end any
of these activities at any time.

LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas. R.
Scott Cohen, a partner at such firm, owns 4,866 shares of Common Stock. Vinson &
Elkins L.L.P., Dallas, Texas, is acting as counsel for the Underwriters.

EXPERTS

The audited consolidated financial statements and schedules of the Company
included in, and incorporated by reference into, this Prospectus, to the extent
and for the periods indicated in their reports, have been audited by Arthur
Andersen LLP, independent public accountants, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

36
<PAGE> 39

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Berg Electronics Corp.

Report of Arthur Andersen LLP, Independent Public
Accountants............................................ F-2

Consolidated Balance Sheets as of December 31, 1995 and
1996, and as of September 30, 1997 (unaudited)......... F-3

Consolidated Statements of Operations for the years ended
December 31, 1994, 1995 and 1996 and for the nine
months ended September 30, 1996 and 1997 (unaudited)... F-4

Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1994, 1995 and 1996 and for
the nine months ended September 30, 1997 (unaudited)... F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1995 and 1996 and for the nine
months ended September 30, 1996 and 1997 (unaudited)... F-6

Notes to Consolidated Financial Statements................ F-7
</TABLE>

F-1
<PAGE> 40

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Berg Electronics Corp.:

We have audited the accompanying consolidated balance sheets of Berg
Electronics Corp. (a Delaware corporation) and subsidiaries as of December 31,
1995 and 1996, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 audits 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 financial position of Berg Electronics Corp. and
subsidiaries as of December 31, 1995 and 1996, and the 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.

ARTHUR ANDERSEN LLP

St. Louis, Missouri,
January 29, 1997
(except with respect to the
matters discussed in Note 16,
as to which the date is
October 29, 1997)

F-2
<PAGE> 41

BERG ELECTRONICS CORP.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
------------------- SEPTEMBER 30,
1995 1996 1997
-------- -------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents............. $ 19,601 $ 8,999 $ 8,786
Accounts receivable, less allowance of
$3,043, $3,703 and $3,794,
respectively....................... 117,665 104,134 135,377
Inventories........................... 78,242 91,823 93,612
Prepaid expenses and other............ 10,697 13,935 17,117
-------- -------- --------
Total current assets.......... 226,205 218,891 254,892
-------- -------- --------
Property, plant and equipment........... 230,753 259,905 264,033
Deferred financing costs................ 22,645 14,896 4,484
Intangible assets....................... 183,282 174,860 164,704
Other assets............................ 5,455 13,455 13,678
-------- -------- --------
Total assets.................. $668,340 $682,007 $701,791
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term
obligations........................ $ 32,798 $ 33,912 $ 26,412
Accounts payable...................... 73,299 60,822 69,993
Accrued payroll and payroll taxes..... 25,105 23,497 23,947
Accrued and other liabilities......... 41,988 47,168 45,754
Accrued interest...................... 2,521 3,746 2,885
Income taxes payable.................. 6,692 8,586 22,580
-------- -------- --------
Total current liabilities..... 182,403 177,731 191,571
-------- -------- --------
Long-term obligations, less current
maturities............................ 305,373 324,646 331,553
Other liabilities....................... 36,224 40,738 39,158
Stockholders' equity:
Series B preferred stock, $.01 par
value, $25 liquidation value,
1,989,400, 0 and 0 shares,
respectively, issued and
outstanding........................ 20 -- --
Series E preferred stock, $.01 par
value, $25 liquidation value,
3,067,454, 0 and 0 shares,
respectively, issued and
outstanding........................ 31 -- --
Common stock, par value $.01 per
share, 23,150,560, 38,250,476 and
38,302,160 shares, respectively,
issued and outstanding............. 232 382 383
Class A common stock, par value $.01
per share, 2,841,582, 2,768,582 and
2,768,582 shares, respectively,
issued and outstanding............. 28 28 28
Paid in capital......................... 116,575 116,094 116,286
Retained earnings....................... 9,930 19,836 40,571
Cumulative translation adjustments...... 17,524 2,552 (17,759)
-------- -------- --------
Total stockholders' equity.... 144,340 138,892 139,509
-------- -------- --------
Total liabilities and
stockholders' equity........ $668,340 $682,007 $701,791
======== ======== ========
</TABLE>

See accompanying notes to the consolidated financial statements.

F-3
<PAGE> 42

BERG ELECTRONICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
--------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales............................... $ 526,250 $ 667,249 $ 704,669 $ 530,718 $ 586,808
Operating expenses:
Cost of goods sold.................... 343,858 442,276 455,869 346,537 378,523
Selling, general and administrative... 128,865 154,756 157,682 119,247 127,865
Amortization of intangible assets..... 9,603 11,182 12,011 8,778 11,494
Net periodic postretirement
benefits........................... 2,640 2,271 1,272 954 1,373
----------- ----------- ----------- ----------- -----------
Operating income........................ 41,284 56,764 77,835 55,202 67,553
Other income (expense):
Interest expense...................... (29,186) (34,609) (28,350) (21,612) (20,586)
Amortization of deferred financing
costs.............................. (5,859) (6,286) (3,388) (2,680) (1,866)
Other, net............................ (346) (738) 1,239 1,491 (1,474)
----------- ----------- ----------- ----------- -----------
Income before income tax provision and
extraordinary items................... 5,893 15,131 47,336 32,401 43,627
Income tax provision.................... 2,871 5,802 18,391 12,674 16,928
----------- ----------- ----------- ----------- -----------
Income before extraordinary items....... 3,022 9,329 28,945 19,727 26,699
Extraordinary items -- loss on early
extinguishment of debt, net of income
tax of $12,443, $12,443 and $3,734,
respectively .................... -- -- (18,664) (18,664) (5,964)
----------- ----------- ----------- ----------- -----------
Net income.............................. 3,022 9,329 10,281 1,063 20,735
Preferred stock:
Accretion and dividends............... (13,287) (14,741) (5,469) (5,469) --
Excess of fair value over book value
of redemption and purchase......... -- -- (21,866) (21,866) --
----------- ----------- ----------- ----------- -----------
Net loss applicable to common shares.... $ (10,265) $ (5,412) $ (17,054) $ (26,272) $ 20,735
=========== =========== =========== =========== ===========
Net income (loss) per common share
before extraordinary items............ $ (0.39) $ (0.21) $ 0.04 $ (0.20) $ 0.64
=========== =========== =========== =========== ===========
Net loss per common share............... $ (0.39) $ (0.21) $ (0.44) $ (0.70) $ 0.50
=========== =========== =========== =========== ===========
Average common shares outstanding....... 25,995,252 25,978,648 38,491,476 37,650,328 41,567,964
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to the consolidated financial statements.

F-4
<PAGE> 43

BERG ELECTRONICS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
CUMULATIVE
PREFERRED COMMON PAID IN RETAINED TRANSLATION
STOCK STOCK CAPITAL EARNINGS ADJUSTMENTS TOTAL
--------- ------ --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1993.............. $ 40 $258 $ 110,650 $ 579 $ (4,637) $ 106,890
Exercise of stock options............. 2 99 101
Preferred stock dividends............. 5 2,802 2,807
Series B preferred stock accretion.... 1,500 (1,500) --
Change in cumulative translation
adjustments........................ 16,639 16,639
Net income............................ 3,022 3,022
---- ---- --------- ------- -------- ---------
Balance, December 31, 1994.............. $ 45 $260 $ 115,051 $ 2,101 $ 12,002 $ 129,459
Exercise of stock options............. 30 30
Preferred stock dividends............. 6 (6) --
Series B preferred stock accretion.... 1,500 (1,500) --
Change in cumulative translation
adjustments........................ 5,522 5,522
Net income............................ 9,329 9,329
---- ---- --------- ------- -------- ---------
Balance, December 31, 1995.............. $ 51 $260 $ 116,575 $ 9,930 $ 17,524 $ 144,340
Exercise of stock options............. 223 223
Preferred stock dividends............. 1 (1) --
Series B preferred stock accretion.... 375 (375) --
Preferred stock purchase and
redemption......................... (52) (142,953) (143,005)
Net proceeds from IPO................. 150 146,883 147,033
Costs of IPO.......................... (5,008) (5,008)
Change in cumulative translation
adjustments........................ (14,972) (14,972)
Net income............................ 10,281 10,281
---- ---- --------- ------- -------- ---------
Balance, December 31, 1996.............. $ -- $410 $ 116,094 $19,836 $ 2,552 $ 138,892
Exercise of stock options............. 1 192 193
Change in cumulative translation
adjustments........................ (20,311) (20,311)
Net income............................ 20,735 20,735
---- ---- --------- ------- -------- ---------
Balance at September 30,
1997 (unaudited)...................... $ -- $411 $ 116,286 $40,571 $(17,759) $ 139,509
==== ==== ========= ======= ======== =========
</TABLE>

See accompanying notes to the consolidated financial statements.

F-5
<PAGE> 44

BERG ELECTRONICS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
-------------------------------- -------------------------
1994 1995 1996 1996 1997
--------- -------- --------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows provided by (used in)
operating activities:
Net income............................ $ 3,022 $ 9,329 $ 10,281 $ 1,063 $ 20,735
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Extraordinary items................ -- -- 31,107 31,107 9,698
Depreciation....................... 32,528 42,761 44,237 33,590 34,563
Amortization and other non-cash
charges.......................... 18,102 19,739 16,671 12,411 14,733
Change in assets and liabilities,
net of acquisitions:
Accounts receivable.............. (11,813) (24,226) 8,706 2,972 (36,805)
Inventories...................... (3,331) (8,339) (10,982) (18,871) (6,813)
Prepaid expenses and other....... (8,485) 648 (5,873) (3,312) (5,224)
Accounts payable................. 6,051 23,242 (7,610) (11,076) 11,322
Accrued and other liabilities.... 9,508 4,944 (2,591) 6,497 15,958
Other, net....................... 5,351 (335) (14,735) (16,102) (6,970)
--------- -------- --------- --------- ---------
Net cash from operating activities...... 50,933 67,763 69,211 38,279 51,197
--------- -------- --------- --------- ---------
Cash flows provided by (used in)
investing activities:
Acquisitions, less cash $94, $0, and
$0, respectively................... (113,122) (11,375) (17,844) -- --
Capital expenditures, net............. (29,032) (45,046) (61,556) (42,849) (48,706)
--------- -------- --------- --------- ---------
Net cash from investing activities...... (142,154) (56,421) (79,400) (42,849) (48,706)
--------- -------- --------- --------- ---------
Cash flows provided by (used in)
financing activities:
Proceeds from issuance of long-term
obligations........................ 118,250 15,150 405,393 381,093 477,533
Repayment of long-term obligations.... (21,809) (19,658) (384,662) (362,786) (478,533)
Financing costs....................... -- -- (25,208) (25,208) (1,235)
Proceeds from issuance of common
stock.............................. 101 30 223 54 193
Net proceeds from IPO................. -- -- 147,033 147,033 --
Redemption and purchase of preferred
stock.............................. -- -- (143,005) (143,005) --
--------- -------- --------- --------- ---------
Net cash from financing activities...... 96,542 (4,478) (226) (2,819) (2,042)
--------- -------- --------- --------- ---------
Effect of exchange rate changes on
cash.................................. 1,179 756 (187) (44) (662)
--------- -------- --------- --------- ---------
Net change in cash and cash
equivalents........................... 6,500 7,620 (10,602) (7,433) (213)
Cash and cash equivalents at beginning
of period............................. 5,481 11,981 19,601 19,601 8,999
--------- -------- --------- --------- ---------
Cash and cash equivalents at end of
period................................ $ 11,981 $ 19,601 $ 8,999 $ 12,168 $ 8,786
========= ======== ========= ========= =========
</TABLE>

See accompanying notes to the consolidated financial statements.

F-6
<PAGE> 45

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. THE COMPANY

The Company is a leading global designer, manufacturer and marketer of
electronic connectors and cable assembly products for applications primarily in
the computer, telecommunications and industrial markets. Berg Electronics Corp.
("Berg"), a Delaware corporation, was formed on November 4, 1992, to participate
in the DuPont Acquisition (defined below). Berg had no operations prior to the
DuPont Acquisition. Berg's year end is December 31.

On February 26, 1993, Berg, through its wholly-owned subsidiary Berg
Electronics Group, Inc. ("Group") and Group's subsidiaries (together with Berg
and Group, the "Company"), acquired certain assets and assumed certain
liabilities of the Connector Systems Business (the "Business") of the
Electronics Division of E.I. duPont de Nemours and Company ("DuPont") for a
total consideration of $385,057 (the "DuPont Acquisition"), which included an
agreement not to compete, plus fees and expenses relating to the DuPont
Acquisition and related financing. The results of operations of the Business
have been included in the consolidated financial statements since the date of
the DuPont Acquisition.

Since the DuPont Acquisition, the Company has made seven strategic
acquisitions. The largest of these occurred on May 23, 1994, when the Company
acquired certain assets and related liabilities of the Connector System Business
("AT&T Connectors") of the AT&T Microelectronics Division of AT&T Corp. (now
Lucent Technologies, Inc.) ("Lucent") for a total consideration of $84,500 (the
"Lucent Acquisition") which included fees and expenses relating to the Lucent
Acquisition and related financing.

During 1996, the Company implemented a recapitalization plan (the
"Recapitalization Plan") to, among other things, reduce interest expense and
preferred stock dividend requirements and to improve the Company's operating and
financial flexibility. The Recapitalization Plan included the redemption and
purchase of Series B Preferred (as defined below) and Series E Preferred (as
defined below), the redemption and purchase of the Debentures (as defined
below), the refinancing of the Amended and Restated Credit Agreement dated as of
May 23, 1994, with Chemical Bank, N.A., as Agent, and certain other banks as
parties thereto (the "Amended Credit Agreement"), the Reverse Stock Split
(defined below) and the initial public offering of 7,475,000 shares of the
Company's common stock, par value $0.01 per share (together, the
"Recapitalization").

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include the accounts of Berg, Group
and Group's wholly-owned subsidiaries, except for Group's interest in a joint
venture in India which is accounted for under the equity method and is
insignificant to the consolidated financial statements. All significant
intercompany accounts and transactions have been eliminated. In addition,
certain prior year amounts have been reclassified to conform to current year
presentation.

Revenue Recognition

Sales and related cost of goods sold are recognized when goods are shipped
to the customer.

Inventories

Certain U.S. inventories are valued at the lower of cost or market (LCM),
with cost being determined using the last-in, first-out (LIFO) method. Other
U.S. and non-U.S. inventories are valued at the LCM, with cost being determined
using the average cost method. Elements of cost in inventory include raw
materials, direct labor and manufacturing overhead. A portion of inventory is
financed at its fair market value and is included in inventories at its fair
market value. The related financing obligation is included in accounts payable.

F-7
<PAGE> 46

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property, Plant and Equipment

Property, plant and equipment is stated at cost net of accumulated
depreciation. Depreciation is calculated using the straight-line method. The
average estimated useful lives utilized in calculating depreciation are as
follows: buildings -- 25 years; machinery and equipment -- 5 to 12 years; autos
and trucks -- 3 years; office furniture and fixtures -- 2 to 3 years.

Foreign Currency Translation

Local currencies have been designated as the functional currencies for all
subsidiaries. Accordingly, assets and liabilities of foreign subsidiaries are
translated at the rates of exchange at the balance sheet date. Income and
expense items of these subsidiaries are translated at average monthly rates of
exchange. The resultant translation gains or losses are included in the
component of stockholders' equity designated cumulative translation adjustments
on the Consolidated Balance Sheets.

Related Party Transactions

Berg and Group have entered into an Amended and Restated Monitoring and
Oversight Agreement ("Agreement") with Hicks, Muse, Tate & Furst Incorporated
("Hicks, Muse") (an affiliate of Berg). The Agreement provides that the Company
shall pay Hicks, Muse an annual fee, for ten years, of the greater of $700 or
one-tenth of one percent (0.1%) of net sales during such year. In addition, the
Agreement entitles Hicks, Muse to an acquisition advisory fee equal to 1.5% of
the purchase price of any acquisition effected by the Company.

Net Income (Loss) per Common Share

On February 2, 1996, Berg's stockholders approved a 1-for-4.11 reverse
stock split (the "Reverse Stock Split"). Consequently, all share and per share
information have been retroactively restated to reflect the Reverse Stock Split.

Per share amounts have been calculated using the weighted average number of
shares outstanding during each period, adjusted for the impact of common stock
equivalents using the treasury stock method when the effect is dilutive.

Statements of Cash Flows

For purposes of the Consolidated Statements of Cash Flows, Berg considers
investments purchased with an original maturity of three months or less to be
cash equivalents. Interest and income taxes paid for the year ended December 31,
1994, are approximately $26,900 and $1,100, respectively; for the year ended
December 31, 1995, are approximately $36,300 and $3,200, respectively; for the
year ended December 31, 1996, are approximately $27,100 and $3,300,
respectively; for the nine months ended September 30, 1996 are approximately
$20,300 (unaudited) and $3,700 (unaudited), respectively; and for the nine
months ended September 30, 1997 are approximately $21,500 (unaudited) and $2,900
(unaudited), respectively.

Fair Value of Financial Instruments

The fair market values of the financial instruments included in the
consolidated financial statements approximate the carrying values of the
financial instruments.

F-8
<PAGE> 47

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3. INVENTORIES

The composition of inventories is as follows:

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------ AT SEPTEMBER 30,
1995 1996 1997
------- ------- ----------------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials........................... $23,241 $25,398 $30,826
Work-in-process......................... 24,114 18,998 31,182
Finished goods.......................... 30,887 47,427 31,604
------- ------- -------
Total......................... $78,242 $91,823 $93,612
======= ======= =======
</TABLE>

The carrying value of inventories valued at LIFO, at December 31, 1995 and
1996, and at September 30, 1997 is approximately $34,900, $42,000 and $39,600
(unaudited), respectively, and its current cost is approximately $27,900,
$34,200, and $31,300 (unaudited), respectively.

4. PROPERTY, PLANT AND EQUIPMENT

The composition of property, plant and equipment at December 31 is as
follows:

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Land and buildings...................... $ 82,614 $ 79,655
Machinery and equipment................. 240,671 308,382
-------- --------
323,285 388,037
Less: Accumulated depreciation.......... (92,532) (128,132)
-------- --------
$230,753 $259,905
======== ========
</TABLE>

F-9
<PAGE> 48

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. INTANGIBLE ASSETS

Intangible assets are amortized on a straight-line basis over various
estimated useful lives. The composition of intangible assets at December 31 is
as follows:

<TABLE>
<CAPTION>
AMOUNT
-----------------
1995 1996 LIFE
------- ------- ----
<S> <C> <C> <C>
Goodwill................................ $134,387 $134,387 40
Patented technology..................... 39,942 42,618 5-17
Unpatented technology................... 12,076 15,542 3-17
Covenants not to compete................ 5,150 5,150 5
Software................................ 3,400 3,400 5
Other................................... 5,344 5,344 5-20
Supply agreement........................ 6,800 6,800 10
------- -------
207,099 213,241
Less: Accumulated amortization.......... (23,817) (38,381)
------- -------
$183,282 $174,860
======= =======
</TABLE>

Goodwill represents purchase price in excess of net tangible and identified
intangible assets acquired in acquisitions. The Company generally assesses the
recoverability of its intangible assets primarily based on its current and
anticipated future undiscounted cash flows. At December 31, 1996, the Company
does not believe there has been any impairment of its intangible assets.

6. DEFERRED FINANCING COSTS

At December 31, 1996, deferred financing costs consists of aggregate fees
and expenses of $19,143 incurred in connection with acquisitions, initial
capitalization and the Recapitalization. These fees are included in deferred
financing costs and are being amortized over the terms of the related borrowing
and/or financial instrument on a straight line basis.

7. LONG-TERM OBLIGATIONS

The composition of long-term obligations at December 31 is as follows:

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Credit Agreement:
Term Loan................................................. $153,708 $332,500
Term Loan B............................................... 59,000 --
Revolving Credit Facility................................. 20,000 16,000
11 3/8% Guaranteed Senior Subordinated Debentures
Due 2003.................................................. 100,000 --
Other (Interest rates 1%-5%)................................ 5,463 10,058
-------- --------
$338,171 $358,558
Less: Current maturities.................................... (32,798) (33,912)
-------- --------
Total............................................. $305,373 $324,646
======== ========
</TABLE>

F-10
<PAGE> 49

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The schedule of principal payments on long-term obligations at December 31,
1996, is as follows:

<TABLE>
<S> <C>
1997........................................................ $33,912
1998........................................................ 57,435
1999........................................................ 50,894
2000........................................................ 60,806
2001........................................................ 70,484
Thereafter.................................................. 85,027
-------
Total............................................. $358,558
=======
</TABLE>

On February 29, 1996, the Company entered into a new credit facility (the
"New Credit Facility") that among other things, refinanced the Amended Credit
Agreement (the "Refinancing"). The refinancing of the Amended Credit Agreement
resulted in the write-off of $12,755 of deferred financing costs. This
write-off, net of income tax, is classified with other extraordinary items in
the Consolidated Statement of Operations. The New Credit Facility consists of a
$350,000 term loan (the "Term Loan") and a $100,000 Revolving Credit Facility
(the "Revolver"). Borrowings under the New Credit Facility are secured by first
priority mortgages and liens on substantially all of the material assets of the
Company and its domestic subsidiaries and by pledges of a portion of the capital
stock of the foreign subsidiaries. As of December 31, 1995 and 1996, the Company
had approximately $10,400 and $10,000, respectively, of standby letters of
credit outstanding under the Revolver. The New Credit Facility contains several
financial covenants that, among other things, require the Company to maintain
certain financial ratios that restrict the Company's ability to incur
indebtedness, make capital expenditures and pay dividends. The commitment fee on
the unused portion of the Revolver is 0.375% per annum on the average daily
available balance.

Mandatory principal payments are due in semi-annual installments with a
final installment due on December 31, 2002. Amounts outstanding under the
Revolver are due December 31, 2002. Additionally, 50% of Excess Cash Flow (as
defined in the New Credit Facility) shall be applied toward prepayment of the
borrowings under the New Credit Facility.

Borrowings under the Term Loan and Revolver bear interest, at the option of
the Company, at a rate per annum equal to (i) .05% plus the Agent's Alternate
Base Rate (as defined in the New Credit Facility) or (ii) 1.50% plus the
Eurodollar rate per annum. Interest payment dates vary depending on the interest
rate option selected by the Company, but generally, interest is payable
quarterly.

The New Credit Facility requires the Company to enter into interest rate
hedging arrangements to hedge against interest rate fluctuations. The Company
has entered into an agreement which provides a ceiling of 7.5% through June 1997
and 8.5% from July 1997 through June 1998 on the LIBOR rate on $137,000 of
indebtedness until June 30, 1998. The costs of the hedge agreements are
amortized over their terms.

The 11 3/8% Guaranteed Senior Subordinated Debentures due 2003 (the
"Debentures") were issued under an indenture, dated April 28, 1993 (the
"Indenture"). The Debentures represented unsecured general obligations of the
Company and were subordinate to all Senior Debt (as defined in the Indenture) of
the Company.

On April 8, 1996, the Company redeemed $30,000 aggregate principal amount
of Debentures (the "Debenture Redemption") for approximately $34,487 including
accrued and unpaid interest and a redemption premium thereon, in accordance with
the terms of the Indenture dated as of October 29, 1993, as amended. On April 9,
1996, the Company purchased all of the outstanding debentures not redeemed by
the Company pursuant to the Debenture Redemption for approximately $82,590. The
redemption and purchase of the Debentures resulted in the write-off of $4,900 of
deferred financing costs. This write-off, net of income tax, is classified with
other extraordinary items in the Consolidated Statement of Operations.
Additionally, the

F-11
<PAGE> 50

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

redemption and purchase premium and the related fees and expenses of the
Debenture Redemption and purchase, totaling $13,452, are classified with other
extraordinary items, net of income tax, in the Consolidated Statement of
Operations.

8. STOCKHOLDERS' EQUITY

At December 31, 1996 and 1995, the authorized capital stock of Berg
consisted of 60 million shares of common stock, 7 million shares of Class A
common stock and 28.5 million shares of preferred stock.

On March 6, 1996, the Company consummated the sale of 7,475,000 common
shares in its initial public offering. The Company received net proceeds of
approximately $147,033 from the offering.

The Class A common stock may be converted into shares of common stock at
the option of the holder at any time. In addition, shares of the Class A common
stock may be converted into common stock at the option of Berg upon the
occurrence of a Triggering Event (as defined) or on February 26, 2003. Such
conversion is based on a formula set forth in Berg's Certificate of
Incorporation.

Dividends are payable to holders of the common stock and Class A common
stock in amounts as and when declared by Berg's board of directors, subject to
legally available funds and certain agreements. The common stock and the Class A
common stock are entitled to one vote per share on all matters submitted to a
vote of stockholders.

Dividends on the Company's Series B Preferred Stock, par value $0.01 per
share, ("Series B Preferred") were payable at an annual rate of $2 per annum per
share. Dividends were payable quarterly on February 28, May 31, August 31, and
November 30. Berg, at its option, could pay quarterly dividends on the Series B
Preferred for any or all dividend payments until February 28, 1998, and if the
Amended Credit Agreement prohibited the payment of cash dividends, until
February 28, 2000, by issuing additional shares of Series B Preferred, having a
$25 per share liquidation value. Dividends for the November 1993 and the
February, May, August and November 1994 dividend dates were paid by issuing
173,258 additional shares of Series B Preferred in 1994. Dividends for the
February, May, August and November 1995 dividend dates were paid by issuing
151,502 additional shares of Series B Preferred in 1995.

Dividends on the Series E Preferred Stock, par value $0.01 per share,
("Series E Preferred") were payable at an annual rate of $3.34375 per annum per
share prior to May 1, 2005 and $3.6250 per share from and including May 1, 2005
increasing quarterly by $.125 per share provided that in no event shall the
dividend rate exceed $5.00 per share. Dividends were payable quarterly on
February 1, May 1, August 1, and November 1 (each a "Dividend Payment Date").
Berg, at its option, could pay quarterly dividends on the Series E Preferred for
any or all dividend payments prior to May 1, 1998, and if the Amended Credit
Agreement prohibited the payment of cash dividends, prior to May 1, 2000, by
issuing additional shares of Series E Preferred, which will be valued at $25 per
share. Dividends for the November 1993 and February, May, August and November
1994 dividend dates were paid by issuing 410,510 additional shares of Series E
Preferred in 1994. Dividends for the February, May, August and November 1995
dividend dates were paid by issuing 378,135 additional shares of Series E
Preferred in 1995.

On March 18, 1996, the Company redeemed 50% of the outstanding shares of
the Series E Preferred including accrued and unpaid dividends and a redemption
premium thereon for approximately $44,253 (the "Series E Preferred Redemption").
On March 19, 1996, the Company purchased all of the outstanding shares of Series
E Preferred not purchased by the Company pursuant to the Series E Preferred
Redemption for approximately $47,819. Also, on March 19, 1996, the Company
redeemed all of the outstanding shares of the Company's Series B Preferred
including accrued and unpaid dividends thereon for approximately $50,933.

Berg's qualified and non-qualified stock option plan (the "Option Plan")
provides for the granting of up to 1,023,338 shares of common stock to key
officers and employees of Berg. Under the plan, options granted

F-12
<PAGE> 51

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximate market value of the common stock at the date of grant. Such options
vest ratably over a five-year period commencing on the first anniversary date
after the date of grant, and vested options are exercisable at the discretion of
the committee appointed to administer the Option Plan. Generally, an option may
be exercised only if the holder is an officer or employee of Berg or Group at
the time of exercise. Options granted under the Option Plan are not
transferable, except by will and the laws of descent and distribution.

In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations in accounting for the Option Plan.
Accordingly, no compensation cost has been recognized for the Option Plan. Had
compensation cost for the Option Plan been determined based upon the fair value
at the grant date for awards under those plans consistent with the methodology
prescribed under SFAS No. 123, the Company's net income, net loss applicable to
common shares and net loss per common share would approximate the pro forma
amounts below:

<TABLE>
<CAPTION>
1995 1996
------- --------
<S> <C> <C> <C>
Net Income...................................... As reported $ 9,329 $ 10,281
Pro forma $ 9,302 $ 10,203
Net loss applicable to common shares............ As reported $(5,412) $(17,054)
Pro forma $(5,439) $(17,132)
Net loss per common share....................... As reported $ (0.21) $ (0.44)
Pro forma $ (0.21) $ (0.44)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions in 1995
and 1996, respectively: (i) dividend yield of 0% in both years; (ii) expected
volatility of 30% in both years; (iii) risk free interest rate ranging from 5.9%
to 7.5% and 5.5% to 6.4%; and (iv) expected life of 10 years.

The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts. SFAS No. 123 does not apply to awards prior to
1995. Additional awards in future years are anticipated.

Changes in the status of the Option Plan are summarized below:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE OPTIONS OPTIONS
PRICE PER SHARE GRANTED VESTED
--------------- ------- -------
<S> <C> <C> <C>
December 31, 1993................................. $2.05 542,578 --
Granted......................................... $4.70 121,654 --
Vested.......................................... -- -- 108,514
------ ------- -------
December 31, 1994................................. $2.54 664,232 108,514
Granted......................................... $9.66 82,726 --
Vested.......................................... -- -- 121,168
Exercised....................................... $2.05 (14,598) (14,598)
Lapsed.......................................... $2.05 (51,094) --
------ ------- -------
December 31, 1995................................. $3.45 681,266 215,084
Granted......................................... $11.93 88,660 --
Vested.......................................... -- -- 159,584
Exercised....................................... $3.00 (40,872) (40,872)
Forfeiture...................................... $9.66 (9,732) --
Lapsed.......................................... $2.05 (17,544) (1,946)
------ ------- -------
December 31, 1996................................. $4.51 701,778 331,850
====== ======= =======
</TABLE>

F-13
<PAGE> 52

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The weighted average grant-date fair value of options granted during 1995
and 1996 was $5.53 and $6.65 per share, respectively. Of the options outstanding
at December 31, 1996, 433,078 options, 107,050 options, 121,650 options and
40,000 options have exercise prices of $2.05, $4.70, $9.66 and $14.68,
respectively, and have weighted average remaining contractual lives of 6 years,
7 years, 9.4 years and 10 years, respectively. The weighted average exercise
price of options vested at December 31, 1996, is $2.85 per share.

9. INCOME TAXES

The provision for income taxes, excluding the effects of extraordinary
items, for the year ended December 31 consisted of the following:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------ -------
<S> <C> <C> <C>
Current:
Federal............................................... $ -- $ -- $ 2,385
State................................................. 359 117 421
Foreign............................................... 4,356 3,767 5,904
Deferred:
Federal............................................... 1,538 554 5,325
State................................................. -- -- 822
Foreign............................................... (3,382) 1,364 3,534
------- ------ -------
$ 2,871 $5,802 $18,391
======= ====== =======
</TABLE>

Reconciliation between the statutory income tax rate and effective tax rate
is summarized below:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------ -------
<S> <C> <C> <C>
U.S. Federal statutory rate............................. $ 2,004 $5,145 $16,094
State taxes, net of Federal benefit..................... 359 117 215
Foreign taxes in excess of U.S. statutory rate.......... 508 540 1,992
Other................................................... -- -- 90
------- ------ -------
$ 2,871 $5,802 $18,391
======= ====== =======
</TABLE>

The tax effects of significant temporary differences representing deferred
tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Deferred tax assets:
Accrued liabilities not yet deductible.................... $ 5,503 $ 3,386
Postretirement benefits................................... 8,233 9,685
Net operating losses carried forward...................... 14,307 19,384
Foreign tax credits carried forward....................... 3,000 4,000
Other..................................................... 1,746 3,229
------- -------
32,789 39,684
------- -------
Deferred tax liabilities:
Amortization.............................................. 25,642 23,258
Contingent bank loans..................................... 2,800 2,800
Depreciation.............................................. 3,616 7,495
LIFO inventory valuation.................................. 2,410 2,410
Other..................................................... 1,641 6,870
------- -------
36,109 42,833
------- -------
Net deferred tax liability.................................. $(3,320) $(3,149)
======= =======
</TABLE>

F-14
<PAGE> 53

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's net operating losses carried forward expire over varying
periods ranging from 5 to 15 years. The Company's foreign tax credits carried
forward expire in 5 years.

Domestic and foreign income (loss) before income tax provision for the
years ended December 31 are as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------- -------
<S> <C> <C> <C>
Domestic............................................... $4,405 $ 701 $20,718
Foreign................................................ 1,488 14,430 26,618
</TABLE>

10. RETIREMENT BENEFITS

Pension coverage for employees of the Company's non-U.S. subsidiaries is
provided, to the extent deemed appropriate, through separate plans. Obligations
under such plans are systematically provided for by depositing funds with
trustees, under insurance policies or by book reserves. The Company has a
voluntary 401(k) savings plan designed to enhance the existing retirement
program covering eligible domestic employees. The costs of these plans recorded
in the consolidated financial statements is approximately $2,500, $3,500 and
$4,500 for 1994, 1995 and 1996, respectively.

The Company provides postretirement health care and other benefits to
qualifying domestic retirees. Most international employees are covered by
government sponsored programs and the cost to the Company is not significant.
The Company does not fund retiree health care benefits in advance and has the
right to modify these plans in the future.

Net periodic postretirement benefit cost (NPPBC) for the years ended
December 31 includes the following components:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
Service cost............................................. $1,521 $1,037 $ 909
Interest cost............................................ 1,192 1,455 951
Amortization of net gain................................. (73) (221) (588)
------ ------ ------
NPPBC.................................................... $2,640 $2,271 $1,272
====== ====== ======
</TABLE>

The plan's status at December 31 is as follows:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Expected postretirement benefit obligation (EPBO)........... $23,281 $29,719
======= =======
Actuarial present value of benefit obligation:
Retirees.................................................. $ 202 $ 515
Fully eligible active participants........................ 3,427 3,649
Other active participants................................. 9,089 9,845
------- -------
Accumulated postretirement benefit obligation (APBO)........ 12,718 14,009
Plan assets................................................. -- --
------- -------
Unfunded APBO............................................... 12,718 14,009
Unrecognized net gain....................................... 11,496 11,477
------- -------
Accrued postretirement benefit cost......................... $24,214 $25,486
======= =======
</TABLE>

The postretirement benefit obligation was determined by application of the
terms of the plan, together with relevant actuarial assumptions for active
employees. (DuPont retained the obligations for retirees at the DuPont
Acquisition). Health care cost trends are projected at annual rates grading from
8.5%, in 1996 down to 5.5% in 2009 and later for the 1995 calculation. Health
care cost trends are projected at annual rates grading from 8.0% in 1997 down to
6.0% in 2010 and later for the 1996 calculation. The effect of a 1% annual
increase in these assumed cost trend rates would increase the APBO at December
31, 1995 and 1996, by a total of $2,559 and $2,864, respectively, and the
service and interest cost components of the NPPBC for the years

F-15
<PAGE> 54

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ended December 31, 1995 and 1996, by a total of $406 and $545, respectively. The
assumed discount rate used in determining the APBO was 7.5% and 8.0% in 1995 and
1996, respectively. The assumed rate of increase in compensation levels used was
4.75% in 1995 and 1996. As no assets have been segregated and restricted for
payment of postretirement benefits, the expected return on plan assets is $0.
The postretirement benefit accrual is included in other long-term liabilities on
the Consolidated Balance Sheets.

The Company does not provide any other significant postemployment benefits.

11. COMMITMENTS

The Company leases certain buildings and transportation and other
equipment. Total rental expense under operating leases is $6,700, $6,500 and
$5,800 in 1994, 1995 and 1996, respectively. Future minimum lease payments under
capital and operating leases for years ending December 31 are:

<TABLE>
<CAPTION>
CAPITAL OPERATING
------- ---------
<S> <C> <C>
1997........................................................ $ 2,400 $6,300
1998........................................................ 2,000 5,300
1999........................................................ 1,500 4,300
2000........................................................ 1,000 2,700
2001........................................................ 200 2,500
Thereafter.................................................. 200 1,900
-------
Total minimum lease payments.............................. 7,300
Less amount representing interest......................... (900)
-------
Present value of net minimum lease payments............... $ 6,400
=======
</TABLE>

From time to time, the Company engages in short-term hedging activities to
reduce its exposure to precious metals price fluctuations and foreign currency
fluctuations. Such hedging activities are not material, and gains and losses
from such operations are not significant. There can be no assurance that these
hedging operations will eliminate or substantially reduce the risk.

12. CONTINGENCIES

The Company is subject to various lawsuits and claims with respect to such
matters as patents, product liabilities, government regulations, and other
actions arising in the normal course of business. In the opinion of management,
the ultimate liabilities resulting from such lawsuits and claims will not have a
material adverse effect on the Company's financial condition and results of
operations.

In connection with DuPont's acquisition in 1987 of the stock of Optos, Ltd.
(renamed Berg Electronics K.K. following the Acquisition), preexisting bank
loans of Optos, Ltd. were restructured to provide that loans totaling
approximately $4,900 would be payable only out of positive earnings of specific
product lines over a ten year period in excess of cumulative losses on such
product lines. Due to substantial uncertainties surrounding the profitability of
the specified product lines, these loans are deemed contingently payable and
therefore are not reflected in the Consolidated Balance Sheets. A deferred tax
liability of $2,800 is recorded in the Consolidated Balance Sheets to reflect
the potential tax effect if the loans are forgiven.

13. RESEARCH AND DEVELOPMENT

Research, development and engineering expenditures for the creation and
application of new products and processes were approximately $20,800, $24,800
and $26,100 in 1994, 1995 and 1996, respectively.

F-16
<PAGE> 55

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. BUSINESS SEGMENT INFORMATION

The Company operates in one business segment -- electrical and electronic
connection, switching and programming devices, which are sold throughout many
diverse markets.

The Company's operations are worldwide and can be grouped into several
geographic segments. Operations outside the United States are conducted through
wholly owned subsidiaries of the Company that function within assigned,
principally national, markets. The subsidiaries manufacture regionally where
required by market conditions and/or customer demands; however, substantial
intersegment and intrasegment sales occur.

Pertinent financial data by major geographic segments is as follows:

<TABLE>
<CAPTION>
INTERCOMPANY OPERATING
NET SALES SALES INCOME (LOSS) TOTAL ASSETS
--------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
North America: 1994..................... $266,522 $ 60,537 $31,200 $ 550,249
1995..................... 339,248 70,447 34,872 573,038
1996..................... 381,967 88,138 44,380 569,266

Europe: 1994..................... $131,982 $ 20,529 $ 6,622 $ 159,756
1995..................... 159,501 25,895 7,562 159,576
1996..................... 155,083 37,166 13,306 167,720

Asia/Pacific: 1994..................... $127,746 $ 37,421 $ 3,462 $ 122,167
1995..................... 168,500 44,559 14,830 146,562
1996..................... 167,619 35,700 20,149 155,357

Eliminations: 1994..................... $ -- $(118,487) $ -- $(210,336)
1995..................... -- (140,901) (500) (210,836)
1996..................... -- (161,004) -- (210,336)

Total: 1994..................... $526,250 $ -- $41,284 $ 621,836
1995..................... 667,249 -- 56,764 668,340
1996..................... 704,669 -- 77,835 682,007
</TABLE>

As a result of the Lucent Acquisition, Lucent became a significant customer
of the Company. In 1994, 1995 and 1996, sales to Lucent were approximately
$64,600, $110,500 and $124,700, respectively. The Company entered into a
five-year supply agreement with Lucent in connection with the Lucent Acquisition
and believes that Lucent will remain an important customer in the foreseeable
future.

F-17
<PAGE> 56

BERG ELECTRONICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. UNAUDITED QUARTERLY DATA

<TABLE>
<CAPTION>
NET INCOME
NET (LOSS) PER
NET SALES GROSS PROFIT INCOME (LOSS) SHARE(1)
------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
First Quarter: 1994...................... $ 104,236 $ 40,372 $ 1,700 $ (0.06)
1995...................... 160,300 54,484 4,040 0.01
1996...................... 180,118 61,914 (13,109) (1.30)
Second Quarter: 1994...................... 127,577 46,051 3,159 --
1995...................... 164,346 57,906 2,215 (0.05)
1996...................... 178,063 61,931 7,612 0.18
Third Quarter: 1994...................... 146,592 47,376 131 (0.12)
1995...................... 170,829 55,298 3,040 (0.02)
1996...................... 172,537 60,336 6,560 0.16
Fourth Quarter: 1994...................... 147,845 48,593 (1,968) (0.21)
1995...................... 171,774 57,285 34 (0.14)
1996...................... 173,951 64,619 9,218 0.22
</TABLE>

- ---------------
(1) In the first quarter of 1996, net income before extraordinary items and net
loss per share before extraordinary items was $5,555 and $(1.40),
respectively. No extraordinary items were recorded in any other quarter
presented.

16. SUBSEQUENT EVENTS

On October 29, 1997, the Company filed a Registration Statement on Form S-3
with the Securities and Exchange Commission, to register 8,911,304 shares, on
behalf of selling shareholders. Sale of shares under this offering is expected
to be completed in November 1997.

On October 20, 1997, the Company completed a 2-for-1 split of its $0.01 par
value Common Stock and $0.01 Class A Common Stock, effected as a 100% stock
dividend to holders of record on September 29, 1997. All share and per share
data in the accompanying Consolidated Financial Statements and these Notes to
the Consolidated Financial Statements for all periods presented have been
retroactively restated to give effect to this split.

On August 7, 1997, the Company entered into a new credit facility (the "New
Credit Facility") that was used to extinguish and replace the Credit Agreement
dated February 29, 1996, as amended December 18, 1996 (the "IPO Credit
Facility"). The refinancing resulted in a write off of $9,698 of deferred
financing costs. This write off, net of income tax, is classified as an
extraordinary item on the condensed consolidated statements of operations for
the three and nine months ended September 30, 1997.

The New Credit Facility consists of a $250,000 term loan (the "New Term
Loan") and a $300,000 Revolving Credit Facility (the "New Revolving Facility").
Mandatory principal payments under the New Term Loan are due in semi-annual
installments beginning on December 31, 1997, and continuing until the final
payment is due on December 31, 2003. Amounts outstanding under the New Revolving
Facility are due on December 31, 2003. Borrowings under the New Credit Facility
bear interest, at the option of the Company, at a rate per annum equal to (i)
the Agent's Alternate Base Rate (as defined in the New Credit Facility) or (ii)
0.75% plus the Eurodollar rate per annum. Interest payment dates vary depending
on the interest rate option selected by the Company, but generally, interest is
payable quarterly. The commitment fee on the unused portion of the New Revolving
Facility is 0.25% per annum on the average daily unused balance. The New Credit
Facility contains several financial covenants that, among other things, require
the Company to maintain certain financial ratios and restrict the Company's
ability to incur indebtedness, make capital expenditures, and pay dividends.

F-18
<PAGE> 57

[ART WORK]
<PAGE> 58

======================================================

NO DEALER, SALESPERSON OR OTHER 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 BY THE COMPANY, ANY OF THE SELLING
STOCKHOLDERS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................. 3
Reference Data........................ 3
Incorporation of Certain Documents by
Reference........................... 3
Prospectus Summary.................... 4
Risk Factors.......................... 8
Use of Proceeds....................... 11
Market for Common Stock and Dividend
Policy.............................. 11
Selected Historical Financial Data.... 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 18
Management............................ 22
Principal and Selling Stockholders.... 23
Certain Relationships and Related
Transactions........................ 25
Description of Capital Stock.......... 25
Certain U.S. Tax Considerations
Applicable to Non-U.S. Holders of
the Common Stock.................... 30
Underwriting.......................... 33
Legal Matters......................... 36
Experts............................... 36
Index to Financial Statements......... F-1
</TABLE>

======================================================

8,911,304 SHARES

[BERG ELECTRONICS LOGO]

COMMON STOCK
------------------------

PROSPECTUS
------------------------

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

BEAR, STEARNS & CO. INC.

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH & CO.

MORGAN STANLEY DEAN WITTER
, 1997

======================================================
<PAGE> 59

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 1997

PROSPECTUS
, 1997

8,911,304 SHARES

[BERG ELECTRONICS LOGO]

COMMON STOCK

All of the shares of common stock, par value $0.01 per share (the "Common
Stock"), of Berg Electronics Corp. (the "Company") offered hereby are being sold
by certain stockholders of the Company. See "Principal and Selling
Stockholders." Of the 8,911,304 shares being offered hereby, 1,782,261 shares
are being offered initially outside of the United States and Canada by the
International Managers (the "International Offering") and 7,129,043 shares are
being offered initially in the United States and Canada by the U.S. Underwriters
(the "U.S. Offering"). The Company will not receive any of the proceeds from the
International Offering or the U.S. Offering (collectively, the "Offerings"),
other than the proceeds, if any, received by the Company from the sale of shares
as a result of the over-allotment option granted by the Company to the U.S.
Underwriters in connection with the U.S. Offering. See "Underwriting" and "Use
of Proceeds."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN MATERIAL
RISK FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES
OFFERED HEREBY.
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.

(2) Before deducting expenses, estimated at $730,000, which will be paid by the
Company.

The shares of Common Stock are offered by the several International
Managers, when, as and if delivered to and accepted by the International
Managers and subject to various prior conditions, including their right to
reject orders in whole or part. It is expected that delivery of the Common Stock
will be made in New York, New York, on or about November , 1997.

DONALDSON, LUFKIN & JENRETTE
INTERNATIONAL

BEAR, STEARNS INTERNATIONAL LIMITED

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH INTERNATIONAL

MORGAN STANLEY DEAN WITTER
<PAGE> 60

======================================================

THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF COMMON STOCK OFFERED HEREBY
IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES ACT
OF 1986 AND THE COMPANIES ACT 1985 WITH RESPECT TO ANYTHING DONE BY ANY PERSON
IN RELATION TO THE COMMON STOCK IN, FROM OR OTHERWISE INVOLVING THE UNITED
KINGDOM MUST BE COMPLIED WITH.

IN THE PROSPECTUS, REFERENCES TO "DOLLARS" AND "$" ARE TO UNITED STATES
DOLLARS.
------------------------
TABLE OF CONTENTS

======================================================

8,911,304 SHARES

[BERG ELECTRONICS LOGO]

COMMON STOCK
------------------------

PROSPECTUS
------------------------

DONALDSON, LUFKIN & JENRETTE
INTERNATIONAL

BEAR, STEARNS INTERNATIONAL LIMITED

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH INTERNATIONAL

MORGAN STANLEY DEAN WITTER

, 1997

======================================================
<PAGE> 61

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses payable by the Company
in connection with the sale and distribution of the securities being registered,
other than underwriting discounts and commissions. All of the amounts shown are
estimates, except the Securities and Exchange Commission ("SEC") registration
fee the filing fee with the National Association of Securities Dealers, Inc.
("NASD").

<TABLE>
<S> <C>
SEC registration fee........................................ $ 76,896
NASD filing fee............................................. 25,876
Printing expenses........................................... 300,000
Accountants' fees and expenses.............................. 100,000
Legal fees and expenses..................................... 200,000
Blue Sky qualification fees and expenses.................... 3,000
Transfer Agent and Registrar fees........................... 10,000
Miscellaneous............................................... 14,228
--------
Total............................................. $730,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person, including officers
and directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually or reasonably
incurred.

Pursuant to Section 102(b)(7) of the DGCL, the Certificate of Incorporation
of the Company eliminates the personal liability of the Company's directors to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liabilities related to the breach of duty of
loyalty, actions not in good faith and certain other liabilities. Additionally,
the Company has purchased a directors' and officers' liability insurance policy.

II-1
<PAGE> 62

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
<C> <S>
1.1 -- Form of Underwriting Agreement among the Company, Berg
Electronics Group, Inc., the U.S. Underwriters and the
International Managers.*
3.1 -- Certificate of Incorporation of Berg Electronics Corp.
(f/k/a Berg Electronics Group, Inc.; f/k/a Berg
Electronics Holdings Corp.; f/k/a Berg CS Holdings,
Inc.), together with amendments thereto.(1)
3.2 -- Certificate of Amendment to Certificate of Incorporation,
dated February 29, 1996, of Berg Electronics Corp.(4)
3.3 -- Bylaws of Berg Electronics Corp.(1)
5.1 -- Opinion of Weil, Gotshal & Manges LLP**
10.1 -- Registration Rights Agreement, dated as of March 1, 1993,
by and among Berg Electronics Holdings Corp. and the
parties listed therein.(2)
10.2 -- Amended and Restated Lease Agreement, dated July 26 1993,
by and between Ronald S. Marsilio and Harbor Electronics,
Inc.(2)
10.3+ -- Berg Electronics, Inc. Pension and Retirement Plan.(2)
10.4+ -- Berg Electronics, Inc. Savings Plan.(2)
10.5+ -- Form of Berg Electronics Holdings Corp. 1993 Stock Option
Plan.(2)
10.6 -- Supply Contract between AT&T Corp. and Berg Electronics,
Inc., dated as of May 23, 1994, incorporated by reference
as an exhibit to the Asset Purchase Agreement, dated as
of May 23, 1994, between Berg Electronics, Inc. and AT&T
Corp. (exhibit 10.7 hereto).(3)
10.7 -- Asset Purchase Agreement, dated as of May 23, 1994,
between Berg Electronics, Inc. and AT&T Corp.(3)
10.8+ -- Amended and Restated Employment Agreement, dated as of
February 1, 1996, by and among James N. Mills, Berg
Electronics Corp., Berg Electronics Group, Inc. and
certain of its subsidiaries.(1)
10.9+ -- Amended and Restated Employment Agreement, dated as of
February 1, 1996, by and among Robert N. Mills, Berg
Electronics Corp., Berg Electronics Group, Inc. and
certain of its subsidiaries.(1)
10.10+ -- Amended and Restated Employment Agreement, dated as of
February 1, 1996, by and among David M. Sindelar, Berg
Electronics Corp., Berg Electronics Group, Inc. and
certain of its subsidiaries.(1)
10.11+ -- Amended and Restated Employment Agreement, dated as of
February 1, 1996, by and among W. Thomas McGhee, Berg
Electronics Corp., Berg Electronics Group, Inc. and
certain of its subsidiaries.(1)
10.12+ -- Amended and Restated Employment Agreement, dated as of
February 1, 1996, by and among Timothy L. Conlon, Berg
Electronics Corp. and Berg Electronics Group, Inc.(1)
10.13+ -- Amended and Restated Employment Agreement, dated as of
February 1, 1996, by and among Larry S. Bacon, Berg
Electronics Corp., Berg Electronics Group, Inc. and
certain of its subsidiaries.(1)
10.14 -- Amended and Restated Monitoring and Oversight Agreement,
dated as of March 6, 1996 by and among Berg Electronics
Corp., Berg Electronics Group, Inc. and Hicks, Muse, Tate
and Furst Incorporated.(4)
</TABLE>

II-2
<PAGE> 63
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
<C> <S>
10.15 -- Credit Agreement dated as of February 29, 1996 among Berg
Electronics Group, Inc., Berg Electronics Corp., the
banks and other financial institutions from time to time
parties thereto, and Chemical Bank, as Agent for the
Lenders.(4)
10.16 -- Form of Revolving Credit Note, dated March 6, 1996,
between Berg Electronics Group, Inc. and Chemical
Bank.(4)
10.17 -- Schedule of substantially identical Revolving Credit
Notes.(4)
10.18 -- Form of Term Note, dated March 6, 1996, between Berg
Electronics Group, Inc. and Chemical Bank.(4)
10.19 -- Schedule of substantially identical Term Notes.(4)
10.20 -- Swing Line Note, dated March 6, 1996, between Berg
Electronics Group, Inc. and Chemical Bank.(4)
10.21 -- Underwriting Agreement, dated March 1, 1996, among Berg
Electronics Corp., Berg Electronics Group, Inc. and the
underwriters named therein.(4)
10.22 -- Domestic Subsidiaries Guarantee, dated as of March 6,
1996, made by each of the corporations that are
signatories thereto in favor of Chemical Bank, as agent
for the lenders from time to time parties to the Credit
Agreement.(4)
10.23 -- Acknowledgement, Consent and Amendment, dated as of
February 29, 1996, to the documents listed on Schedule I
thereto made by each of the corporations that are
signatories thereto in favor of Chemical Bank, as agent
for the lenders from time to time parties to the Credit
Agreement.(4)
10.24 -- First Amendment, dated as of December 18, 1996, to the
Credit Agreement among Berg Electronics Group, Inc., Berg
Electronics Corp., the banks and other financial
institutions from time to time parties thereto, and the
Chase Manhattan Bank (as successor by merger to Chemical
Bank).(4)
10.25 -- Supplement No. I to Note Pledge Agreement, dated as of
December 18, 1996, made by Berg Electronics Group, Inc.
in favor of the Chase Manhattan Bank (as successor by
merger to Chemical Bank).(4)
10.26+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among James N. Mills, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.27+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among David M. Sindelar, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.28+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among W. Thomas McGhee, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.29+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among Larry S. Bacon, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.30+ -- Amendment to the Amended and Restated Executive
Employment Agreement, dated as of January 1, 1997, by and
among Robert N. Mills, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.31+ -- Amendment to the Amended and Restated Executive
Employment Agreement, dated as of January 1, 1997, by and
among Timothy L. Conlon, Berg Electronics Corp., Berg
Electronics Group, Inc.(6)
10.32 -- Berg Electronics Corp. 1997 Senior Executive Compensation
Plan.(7)
</TABLE>

II-3
<PAGE> 64

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
<C> <S>
10.33 -- Amended and Restated Credit Agreement, dated as of August
7, 1997, among Berg Electronics Group, Inc., Berg
Electronics Corp., the banks and other financial
institutions from time to time parties thereto, and the
Chase Manhattan Bank, as Agent for the lenders.(8)
10.34+ -- Second Amended and Restated Executive Employment
Agreement, dated as of November 1, 1997, by and among
James N. Mills, Berg Electronics Corp., Berg Electronics
Group, Inc. and certain of its subsidiaries.(8)
10.35+ -- Second Amended and Restated Executive Employment
Agreement, dated as of November 1, 1997, by and among
Robert N. Mills, Berg Electronics Corp., Berg Electronics
Group, Inc. and certain of its subsidiaries.(8)
10.36+ -- Second Amended and Restated Executive Employment
Agreement, dated as of November 1, 1997, by and among
David M. Sindelar, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(8)
10.37+ -- Second Amended and Restated Executive Employment
Agreement, dated as of November 1, 1997, by and among W.
Thomas McGhee, Berg Electronics Corp., Berg Electronics
Group, Inc. and certain of its subsidiaries.(8)
10.38+ -- Second Amended and Restated Executive Employment
Agreement, dated as of November 1, 1997, by and among
Larry S. Bacon, Berg Electronics Corp., Berg Electronics
Group, Inc. and certain of its subsidiaries.(8)
10.39+ -- Second Amended and Restated Executive Employment
Agreement, dated as of November 1, 1997, by and among
Timothy L. Conlon, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(8)
21.1 -- Subsidiaries of Registrant.(5)
23.1 -- Consent of Arthur Andersen LLP.*
</TABLE>

- ---------------

(1) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-1, Registration No. 33-98240, and incorporated
by reference herein.

(2) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Holdings Corp. on Form S-1, Registration No. 33-62552, and
incorporated by reference herein.

(3) Filed previously as an exhibit to the Berg Electronics Holdings Corp. and
Berg Electronics, Inc. Form 8-K dated May 23, 1994 and incorporated by
reference herein.

(4) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K for
the fiscal year ended December 31, 1995, and incorporated by reference
herein.

(5) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K for
the fiscal year ended December 31, 1996, and incorporated by reference
herein.

(6) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-Q and
10-Q/A for the quarter ended March 31, 1997 and incorporated by reference
herein.

(7) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-Q for
the quarter ended June 30, 1997, and incorporated by reference herein.

(8) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-Q for
the quarter ended September 30, 1997, and incorporated by reference herein.

* Filed herewith.

** To be filed.

*** Filed previously.

+ Indicates a management contract or compensatory plan or arrangement.

II-4
<PAGE> 65

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes that:

(a) (1) For purposes of determining any liability under the Securities
Act of 1933, 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 of 1933, 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.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for 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 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 Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE> 66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Louis, State of Missouri, on the 13th day of November, 1997.

BERG ELECTRONICS CORP.

By /s/ DAVID M. SINDELAR
-----------------------------------
David M. Sindelar
Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<C> <S> <C>

* Chief Executive Officer November 13, 1997
- ----------------------------------------------------- and Chairman of the
James N. Mills Board (Principal
Executive Officer)

/s/ DAVID M. SINDELAR Chief Financial Officer November 13, 1997
- ----------------------------------------------------- and Senior Vice
David M. Sindelar President (Principal
Financial Officer)

* Chief Accounting November 13, 1997
- ----------------------------------------------------- Officer (Principal
Joseph S. Catanzaro Accounting Officer)

* Director November 13, 1997
- -----------------------------------------------------
Timothy L. Conlon

* Director November 13, 1997
- -----------------------------------------------------
Thomas O. Hicks

* Director November 13, 1997
- -----------------------------------------------------
Charles W. Tate

* Director November 13, 1997
- -----------------------------------------------------
Richard W. Vieser

* Director November 13, 1997
- -----------------------------------------------------
Kenneth F. Yontz

*By: /s/ DAVID M. SINDELAR
------------------------------------------------
David M. Sindelar
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 67

INDEX TO EXHIBITS

<PAGE> 68
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
<C> <S>
10.15 -- Credit Agreement dated as of February 29, 1996 among Berg
Electronics Group, Inc., Berg Electronics Corp., the
banks and other financial institutions from time to time
parties thereto, and Chemical Bank, as Agent for the
Lenders.(4)
10.16 -- Form of Revolving Credit Note, dated March 6, 1996,
between Berg Electronics Group, Inc. and Chemical
Bank.(4)
10.17 -- Schedule of substantially identical Revolving Credit
Notes.(4)
10.18 -- Form of Term Note, dated March 6, 1996, between Berg
Electronics Group, Inc. and Chemical Bank.(4)
10.19 -- Schedule of substantially identical Term Notes.(4)
10.20 -- Swing Line Note, dated March 6, 1996, between Berg
Electronics Group, Inc. and Chemical Bank.(4)
10.21 -- Underwriting Agreement, dated March 1, 1996, among Berg
Electronics Corp., Berg Electronics Group, Inc. and the
underwriters named therein.(4)
10.22 -- Domestic Subsidiaries Guarantee, dated as of March 6,
1996, made by each of the corporations that are
signatories thereto in favor of Chemical Bank, as agent
for the lenders from time to time parties to the Credit
Agreement.(4)
10.23 -- Acknowledgement, Consent and Amendment, dated as of
February 29, 1996, to the documents listed on Schedule I
thereto made by each of the corporations that are
signatories thereto in favor of Chemical Bank, as agent
for the lenders from time to time parties to the Credit
Agreement.(4)
10.24 -- First Amendment, dated as of December 18, 1996, to the
Credit Agreement among Berg Electronics Group, Inc., Berg
Electronics Corp., the banks and other financial
institutions from time to time parties thereto, and the
Chase Manhattan Bank (as successor by merger to Chemical
Bank).(4)
10.25 -- Supplement No. I to Note Pledge Agreement, dated as of
December 18, 1996, made by Berg Electronics Group, Inc.
in favor of the Chase Manhattan Bank (as successor by
merger to Chemical Bank).(4)
10.26+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among James N. Mills, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.27+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among David M. Sindelar, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.28+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among W. Thomas McGhee, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.29+ -- First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among Larry S. Bacon, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.30+ -- Amendment to the Amended and Restated Executive
Employment Agreement, dated as of January 1, 1997, by and
among Robert N. Mills, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its
subsidiaries.(6)
10.31+ -- Amendment to the Amended and Restated Executive
Employment Agreement, dated as of January 1, 1997, by and
among Timothy L. Conlon, Berg Electronics Corp., Berg
Electronics Group, Inc.(6)
10.32 -- Berg Electronics Corp. 1997 Senior Executive Compensation
Plan.(7)
</TABLE>
<PAGE> 69

<TABLE>
<C> <S>
10.33 -- Amended and Restated Credit Agreement, dated as of August 7, 1997, among Berg
Electronics Group, Inc., Berg Electronics Corp., the banks and other financial
institutions from time to time parties thereto, and the Chase Manhattan Bank, as Agent
for the lenders.(8)
10.34+ -- Second Amended and Restated Executive Employment Agreement, dated as of November 1,
1997, by and among James N. Mills, Berg Electronics Corp., Berg Electronics Group, Inc.
and certain of its subsidiaries.(8)
10.35+ -- Second Amended and Restated Executive Employment Agreement, dated as of November 1,
1997, by and among Robert N. Mills, Berg Electronics Corp., Berg Electronics Group,
Inc. and certain of its subsidiaries.(8)
10.36+ -- Second Amended and Restated Executive Employment Agreement, dated as of November 1,
1997, by and among David M. Sindelar, Berg Electronics Corp., Berg Electronics Group,
Inc. and certain of its subsidiaries.(8)
10.37+ -- Second Amended and Restated Executive Employment Agreement, dated as of November 1,
1997, by and among W. Thomas McGhee, Berg Electronics Corp., Berg Electronics Group,
Inc. and certain of its subsidiaries.(8)
10.38+ -- Second Amended and Restated Executive Employment Agreement, dated as of November 1,
1997, by and among Larry S. Bacon, Berg Electronics Corp., Berg Electronics Group, Inc.
and certain of its subsidiaries.(8)
10.39+ -- Second Amended and Restated Executive Employment Agreement, dated as of November 1,
1997, by and among Timothy L. Conlon, Berg Electronics Corp., Berg Electronics Group,
Inc. and certain of its subsidiaries.(8)
21.1 -- Subsidiaries of Registrant.(5)
23.1 -- Consent of Arthur Andersen LLP.*
</TABLE>