<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
XX Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended December 31, 1997
or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from __________ to ___________
Commission File No. 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0412617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $.01 par value The New York Stock Exchange
Preferred Stock Purchase Rights The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days. Yes XX No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes XX No
Exhibit Index on Page 17 Page 1 of 17
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant at March 16, 1998 is $1,073,239,241.
The number of shares outstanding of the registrant's Common Stock at March
16, 1998 is 26,163,934.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Belden Inc. Proxy Statement for the Annual Meeting of
Stockholders to be held on May 7, 1998 (the "Proxy Statement")
(incorporated by reference into Part III).
Portions of the 1997 Belden Inc. Annual Report to Shareholders (the "1997
Annual Report") (incorporated by reference into Parts I, II and IV)
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PART I
Item 1. Business
General
Belden is engaged in the design, manufacture and marketing of wire, cable
and cord products for electronics and electrical applications. It has been
in the business of manufacturing wire and cable for over 90 years. The
business was founded as Belden Manufacturing Company, which began
manufacturing silk insulated wire and insulated magnet wire in Chicago in
1902. In 1980, the business was acquired by Crouse-Hinds Company and, in
1981, by Cooper Industries, Inc. ("Cooper") as part of Cooper's acquisition
of Crouse-Hinds Company. From 1981 until July 1993, the business was
operated as an unincorporated division of Cooper. In 1993, the business
was transferred to Belden Wire & Cable Company ("BWC"), a wholly-owned
subsidiary of Belden Inc., in connection with the October 6, 1993 initial
public offering by Cooper of 23,500,000 shares of common stock of Belden
Inc. In 1995 and 1996, an additional 2,500,000 shares of common stock,
which were originally retained by Cooper, were sold to the public. For
information regarding Belden acquisitions, see "Note 4: Acquisitions" of
Belden's consolidated financial statements in the 1997 Annual Report,
incorporated by reference in Item 8 of this Annual Report on Form 10-K.
Belden Inc. is a Delaware corporation incorporated in 1993. Substantially
all of its operations are conducted through BWC and its other subsidiaries.
As used herein, unless the context otherwise requires, "Belden" and the
"Company" refer to Belden Inc. and its subsidiaries and their respective
predecessors, including the Belden Division of Cooper.
Markets and Products
The Company designs, manufactures and markets wire, cable and cord products
that serve the following major markets:
- Computer networking, computer equipment and telecommunications
- Audio/video including broadcast, entertainment and cable television
- Industrial signal, instrumentation and control
- Electrical equipment, including power tools, floor care equipment,
home appliances, motor and test apparatus.
Belden meets the demands of those markets with various product
configurations, which include, for the electronic markets, multiconductor
products, coaxial cable, fiber optic cables, heat-shrinkable tubing and
wire management products; and for the electrical markets, cords and lead,
hook-up and other wire. A description of Belden's products follows,
including the major end uses and the methods of distribution.
Multiconductor Products
A multiconductor cable consists of two or more insulated conductors that
are cabled together, individually twisted into pairs or run in a parallel
configuration as a flat cable. Insulation may be extruded or laminated
over bare conductors, or separately insulated conductors may be bonded or
woven together. A cable may be unshielded, have individually shielded
pairs or have an overall shield. The cable is covered with an overall
jacket. Major end uses for these products include computer networking and
computer equipment, as well as various applications within the industrial
signal, instrumentation and control market, and the telecommunications
market. Multiconductor product sales constituted approximately 59%, 49%
and 46% of Belden's sales in 1997, 1996 and 1995, respectively.
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Computer Networking. Belden supplies both shielded and unshielded
multiconductor cables for local area network ("LAN") applications. A LAN
links together personal computers and other computer peripheral equipment.
Belden's multiconductor product line for the computer networking market
includes plenum cable, which is jacketed with special flame retardant
materials, and its DataTwist (R) cables for high speed transmission. It
also includes MediaTwist (R) cables, which are multimedia cables supporting
diverse applications in video, data, and voice technologies. Belden's
primary channels to the computer networking market include distributors,
computer original equipment manufacturers ("OEMs") and systems integrators
who design and install multivendor data/voice systems.
Computer Equipment. The computer equipment market requires various
multiconductor and flat cables for use in internal computer component
wiring and to interconnect peripheral pieces of equipment, such as
printers, to computers. Computer hardware manufacturers also use flat
cable to interface internal components such as circuit boards, switching
devices and other active components. Such manufacturers also use heat-
shrinkable tubing and wire management products to protect and harness wire
and cable assemblies. Belden supplies multiconductor and flat cables, as
well as heat-shrinkable tubing and wire management products, for these
applications. Belden's primary channels to this market are direct sales to
computer and instrumentation OEMs and sales through assembly houses and
distributors.
Industrial Signal, Instrumentation and Control. The industrial signal,
instrumentation and control market requires a broad range of multiconductor
products for applications involving programmable controllers, robotics,
process control and computer-integrated manufacturing, as well as traffic
signal cable and cable for fire alarm, smoke detection, sprinkler control
and security systems. Many industrial environments require cables with
exterior armor or jacketing materials that can endure exposure to
chemicals, extreme temperatures and outside elements. Belden manufactures
and markets products that are designed for all these applications. Belden
also manufactures electrical wire used for the industrial power markets.
Belden sells products to the industrial signal, instrumentation and control
market primarily through wire specialist distributors and redistributors.
Telecommunications. The telecommunications market utilizes a broad range
of products that transmit voice and data signals through the public
telephone network. Sophisticated digital network and switching equipment
used in many of the advanced telephone systems require specialty cable. In
this telecommunications market, Belden manufactures and markets
multiconductor cables and sells them to U.S. telephone suppliers and
carriers as well as to national telephone systems in Europe, and to OEMs
that manufacture switching equipment sold throughout the world. Belden has
positioned itself to be a supplier of service and distribution cable
for the telecommunication markets' "last mile" architecture systems.
Coaxial Cable
Coaxial cable consists of a central inner conductor surrounded by a
concentric outer conductor or shield. A dielectric material separates the
two conductors and a jacket covers the overall construction. The inner
conductor is usually copper or copper-covered steel, while the outer
conductor is usually a metallic tape or a wire braid. Various insulating
and jacketing materials are used. The primary applications for Belden's
coaxial cable are in audio/video markets such as broadcast, entertainment,
security and surveillance and cable television. Belden's coaxial cable is
also used in some computer networking, computer equipment and factory floor
automation applications. Coaxial cable sales constituted approximately
19%, 22% and 23% of Belden's sales in 1997, 1996 and 1995, respectively.
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Broadcast and Entertainment. Belden's broadcast cables are used to
distribute audio and video signals for the television, music and other
entertainment industries. Belden primarily markets its broadcast cables
through broadcast specialty distributors and audio systems installers.
Belden primarily markets its security and surveillance cables through
distributors.
Cable Television. Belden manufactures flexible, copper-clad coaxial cable
used for the "drop" section of a cable television (CATV) system. The drop
cable section distributes the signal from the "trunk" portion of the CATV
system into the home. Belden has acquired a composite cable capability for
a combination of CATV and telephone pair to meet the changing needs of the
converging CATV and telecommunication markets. Belden also manufactures a
copper base trunk distribution cable widely used throughout Europe meeting
local specifications within the region.
The CATV drop cable market includes both new cable installations and the
repair and replacement of existing cable. Belden's CATV coaxial cable is
sold directly to multiple systems operators (MSO s) who operate CATV
systems throughout the world and through CATV and electronic distributors.
Computer Networking, Computer Equipment and Factory Floor Automation.
Computer coaxial cable is used in some LAN and factory floor automation
applications and is also used to connect computer terminals to mainframes.
Belden's channel to this market is primarily through distributors.
Fiber Optics
Fiber optic cables transmit light signals through glass or plastic fibers.
The principal application of Belden's fiber optic cable is premises and
factory floor automation data distribution systems using multimode fiber.
In these systems, fiber optic cables are used to provide data
communications between buildings in close proximity or to provide a
"backbone" to carry information between floors within a building. Belden's
channels to this market include distributors and systems integrators.
Belden also manufactures and sells fiber optic single mode cable for
applications in CATV and telecommunication markets. These products are
used to transmit voice, data, and video signals to a subscriber network
within an area serviced either by the local telephone company or a CATV
system operator. These sales are primarily made through both direct
relationships with the system operators and through multiple distribution
channels in the market.
Cords
A cord is a two or three-conductor cable with a molded plug on one or both
ends. Cords are used to transmit electrical energy to power equipment or
electronic devices. Most of Belden's cords are sold directly to OEMs for
incorporation in portable electric power tools, floor care equipment and
home appliances. Cord products are also marketed through distributors and
appliance wholesalers. Cord sales constituted approximately 9%, 12% and
12% of Belden's sales in 1997, 1996 and 1995, respectively.
Lead, Hook-up and Other Wire Products
Lead and hook-up wire consists of single conductor wire that is used for
electrical leads in motors, internal wiring and test equipment. Belden
sells these products primarily to OEMs that manufacture motors,
transformers, ballasts and lighting, electronic equipment and coil winders.
Belden also markets these products through electrical apparatus parts
distributors, wire specialist distributors and electrical wholesalers. In
Europe, Belden manufactures enamel coated wire used exclusively in the
manufacture of precision deflection coils that are used with computer video
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screens and television monitors. These products are sold directly to OEMs.
Belden also fabricates wire for components used in the production of active
and passive electronic components which provide the circuitry connections
for electronic data equipment. These products are sold directly to the OEM
market. Sales of lead, hook-up and other wire products constituted
approximately 11%, 13% and 15% of Belden's sales in 1997, 1996 and 1995,
respectively.
Customers
Belden sells through distributors and directly to OEMs and installers of
equipment and systems. Sales to several business units of Anixter
International Inc. represented approximately 16% of total sales in 1997,
17% in 1996 and 18% in 1995. In general, Belden's distributors are not
contractually obligated to carry the Belden product line exclusively or for
a significant period of time. They could purchase products that compete
with Belden's products in lieu of purchasing products from Belden, and the
loss of one or more large distributors could, at least in the short-term,
have an adverse effect on the Company's results of operations. Moreover,
adjustments to inventory levels maintained by distributors (which
adjustments may be accelerated through consolidation among distributors)
may adversely affect sales on a short-term basis. However, the Company
believes that its relationships with its distributors are satisfactory and
that the distributors choose Belden products due to, among other reasons,
the breadth of Belden's product offering and the quality and performance
characteristics of its products.
International Operations
Belden's international sales consist primarily of multiconductor (including
telecommunications) and coaxial cable products for computer networking,
computer equipment and CATV and broadcast applications. Belden's primary
channels to international markets are through distributors and direct sales
to end users.
Changes in the relative value of currencies take place from time to time
and their effects may be favorable or unfavorable on the Company's results
of operations. Belden sometimes engages in foreign currency hedging
transactions to mitigate these effects. For more information about
Belden's foreign currency exposure management, See "Note 2: Summary of
Significant Accounting Policies" of Belden's consolidated financial
statements in the 1997 Annual Report, incorporated by reference in Item 8
of this Annual Report on Form 10-K.
As Belden continues to expand internationally, the increased opportunities
are accompanied by increased risks arising from economic and political
considerations in the countries served. For example, the current economic
difficulties in the Pacific Rim will likely adversely affect sales in that
area.
Information about Belden's foreign and domestic operations and export sales
are shown in "Note 18: Industry Segments, Major Customers and Geographic
Information" of Belden's consolidated financial statements in the 1997
Annual Report, incorporated by reference in Item 8 of this Annual Report on
Form 10-K.
Competition
Belden faces substantial competition in its major markets. The number and
size of Belden's competitors varies depending on the product line.
However, competition can be generally categorized as highly competitive
with many players. Primary competition is either global in scope with
competitors that have substantial financial, engineering, manufacturing and
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marketing resources, or regional in scope with competitors that have more
limited product offerings with price as the differentiating feature. In
recent years, competition has been further stimulated by the addition of
several large wire and cable companies to the public marketplace through
initial public offerings.
The principal competitive factors in all product markets are availability,
customer support, distribution coverage, price and product features. The
relative importance of each of these factors varies depending on the
specific product category.
Some of the Company's competitors have greater financial, engineering,
manufacturing and other resources than the Company. The Company's
competitors can be expected to continue to improve the design and
performance of their products and to introduce new products with
competitive price and performance characteristics. Although the Company
believes that it has certain technological and other advantages over its
competitors, realizing and maintaining such advantages will require
continued investment by the Company in engineering, research and
development, marketing and customer service and support. There can be no
assurance that the Company will continue to make such investments or that
the Company will be successful in maintaining such advantages.
Research and Development
The Company engages in a continuing research and development program,
including new and existing product development, testing and analysis;
process and equipment development and testing; and compound materials
development and testing. For information about the amount spent on
research and development, see "Note 2: Summary of Significant Accounting
Policies" of Belden's consolidated financial statements in the 1997 Annual
Report, incorporated by reference in Item 8 of this Annual Report on Form
10-K.
Patents and Trademarks
The Company has a policy of seeking patents when appropriate on inventions
concerning new products, product improvements and process and equipment
development as part of its ongoing research, development and manufacturing
activities. The Company owns numerous patents and registered trademarks
worldwide, with numerous others for which applications are pending.
Although in the aggregate its patents and trademarks are of considerable
importance to the manufacturing and marketing of many of its products, the
Company does not consider any single patent or trademark or group of
patents or trademarks to be material to its business as a whole, except for
the Belden (R) trademark. The Company has the right to use the Belden (R)
trademark in connection with all of its current products. The Company,
however, has granted to Cooper the exclusive royalty-free right to use the
Belden (R) trademark for wire and cable products in the automotive markets
and certain other markets in which the Company does not currently compete.
Other important trademarks used by Belden include DataTwist (R),
MediaTwist (R), Flamarrest (R), UnReel (R), Duobond (R), Beldfoil (R),
Conformable (R), Pope (R), Alpha (R), FIT (R) and XTRA GUARD (R).
Raw Materials
The principal raw material used in many of Belden's products is copper. The
Company has a copper hedging policy that attempts to match the period of
the futures contract with the estimated time required to reflect the change
in copper cost in the sales price of the Company's products. For additional
information, see "Note 2: Summary of Significant Accounting Policies" and
"Note 15: Commitments" of Belden's consolidated financial statements in the
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1997 Annual Report, incorporated by reference in Item 8 of this Annual
Report on Form 10-K.
Other raw materials used by Belden include Teflon (R) FEP and other
insulating materials such as plastic and rubber, shielding tape, plywood
reels, corrugated cartons, aluminum and optical fiber. With respect to all
major raw materials used by the Company, Belden generally has either
alternative sources of supply or access to alternative materials. Supplies
of these materials are generally adequate and are expected to remain so for
the foreseeable future, with the exception of Teflon (R) FEP which is in
tight supply. Because of patents owned by others and high capital
requirements, the Company does not currently manufacture its own optical
fibers, but purchases its requirements from others. There is currently a
limited number of manufacturers of optical glass fiber.
Belden sources a minor percentage of its finished products from a network
of manufacturers under private label agreements, and resells these products
under various names, especially Alpha Wire Company.
Backlog
The Company's business is characterized by short-term order and shipment
schedules rather than volume purchase contracts. Accordingly, the Company
does not consider backlog at any given date to be indicative of future
sales. The Company's backlog consists of product orders for which a
customer purchase order has been received or a customer purchase order
number has been communicated and which are scheduled for shipment within
six months. Orders are subject to cancellation or rescheduling by the
customer, generally with a cancellation charge. At December 31, 1997, the
Company's backlog of orders believed to be firm was $67.8 million compared
to $50.2 million at December 31, 1996. The Company believes that all such
backlog will be filled in 1998.
Environmental Matters
The Company is subject to numerous federal, state, local and foreign laws
and regulations relating to the storage, handling, emission and discharge
of materials into the environment, including the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"), the
Clean Water Act, the Clean Air Act (including the 1990 amendments) and the
Resource Conservation and Recovery Act. The Company believes that its
existing environmental control procedures are adequate and it has no
current plans for substantial capital expenditures in this area.
A former Belden facility in Shrewsbury, Massachusetts was sold to a third
party in 1992, but Belden has agreed to indemnify the buyer for certain
preexisting environmental liabilities, principally caused by a former
owner. Soil and groundwater contamination has been identified, and the
groundwater contamination extends to the property line in one direction.
Additional investigation as well as soil and groundwater remediation will
be necessary. The Company has recorded a liability for the remaining
costs, which is currently estimated at approximately $750,000.
The facility in Venlo, The Netherlands was acquired in 1995 from Philips
Electronics N.V. Soil and goundwater contamination were identified on the
site as a result of material handling and past storage practices. Various
soil and groundwater assessments are being performed, and some form of
remediation will be necessary. The Company has recorded a liability for
the costs, which are currently estimated at approximately $1,000,000.
The Company has been identified as a potentially responsible party ("PRP")
with respect to five sites designated for cleanup under CERCLA or similar
state laws, which impose liability for cleanup of certain waste sites and
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for related natural resource damages without regard to fault or the
legality of waste generation or disposal. Persons liable for such costs
and damages generally include the site owner or operator and persons that
disposed or arranged for the disposal of hazardous substances found at
those sites. Although CERCLA imposes joint and several liability on all
PRPs, in application, the PRPs typically allocate the investigation and
cleanup costs based upon the volume of waste contributed by each PRP.
Settlements can often be achieved through negotiations with the appropriate
environmental agency or the other PRPs. PRPs that contributed less than 1%
of the waste are often given the opportunity to settle as "de minimis"
parties, resolving their liability for a particular site. The number of
sites with respect to which the Company has been identified as a PRP has
decreased in part as a result of "de minimis" settlements.
Belden does not own or operate any of the five waste sites with respect to
which it has been identified as a PRP. In each case, Belden is identified
as a party that disposed of waste at the site. With respect to four of the
sites, Belden's share of the waste volume is estimated to be less than 1%.
At the fifth site, Belden contributed less than 10% of the waste. Although
no estimates of cleanup costs have yet been completed for most of these
sites, the Company believes, based on its preliminary review and other
factors, including its estimated share of the waste volume at the sites,
that the costs to the Company relating to these sites will not have a
material adverse effect on its results of operations or financial
condition. The Company has an accrued liability on its balance sheet to
the extent such costs are known and estimable for such sites.
The Company does not currently anticipate any material adverse effect on
its results of operations, financial condition or competitive position as a
result of compliance with federal, state, local or foreign environmental
laws or regulations or cleanup costs of the sites discussed above.
However, some risk of environmental liability and other costs is inherent
in the nature of the Company's business, and there can be no assurance that
material environmental costs will not arise. Moreover, it is possible that
future developments, such as increasingly strict requirements of
environmental laws and enforcement policies thereunder, could lead to
material costs of environmental compliance and cleanup by the Company.
Employees
As of December 31, 1997, the Company had approximately 4,500 full-time
employees.
Importance of New Products and Product Improvements;
Impact of Technological Change; Impact of Acquisitions
Many of the markets that Belden serves are characterized by advances in
information processing and communications capabilities, including advances
driven by the expansion of digital technology, which require increased
transmission speeds and greater bandwidth. These trends require ongoing
improvements in the capabilities of wire and cable products. The Company
believes that its future success will depend in part upon its ability to
enhance existing products and to develop and manufacture new products that
meet or anticipate such changes. The failure to introduce successfully new
or enhanced products on a timely and cost-competitive basis could have an
adverse impact on the Company's operations and financial condition.
Fiber optic technology presents a potential substitute for the copper-based
products that comprise the vast majority of Belden's sales. Fiber optic
cables have not to date significantly penetrated the markets served by
Belden due to the high relative cost required to interface electronic and
light signals and the high cost of fiber termination and connection. At
the same time, advances in data transmission equipment and copper cable
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technologies have increased the relative performance of copper solutions.
For example, asynchronous transfer mode (ATM) technology using copper cable
may further improve the attractiveness of copper-based solutions. However,
a significant decrease in the cost of fiber optic systems relative to the
cost of copper-based systems could make such systems superior on a
price/performance basis to copper systems. While the Company has been a
fiber optic cable supplier in niche, specialty markets since 1976, such a
significant relative decrease in the cost of fiber optic systems could have
an adverse effect on the Company.
Wireless communications technology may represent a threat to both copper
and fiber optic-based systems by reducing the need for premise wiring.
Belden believes that the reduced signal security and the relatively slow
transmission speeds of current systems restrict the use of wireless systems
in many data communications markets. However, there are no assurances that
future advances in wireless technology may not have an adverse effect on
the Company's business.
The Company also does not presently anticipate that the commercialization
of video delivery technology -- direct broadcast technology ("DBS") -- will
have a material adverse effect on its CATV drop cable business. With DBS,
a small satellite dish antenna is placed on the roof of a subscriber's
facility. DBS does not require wiring from a central location to each
subscriber, as does a CATV system. The Company sells cables that meet the
requirements of a DBS system, specifically the cable that connects the DBS
satellite dish antenna with a subscriber's home or business television set.
The telecommunications legislation enacted in recent years presents
uncertainties and opportunities in the CATV area. The Company believes
that this legislation and uncertainties regarding telecommunication network
architectures resulted in a delay in spending by CATV product end users
during 1997.
Continued strategic acquisitions are an announced part of Belden's future
strategy, and as discussed in the Notes to the financial statements in the
1997 Annual Report (incorporated by reference in Item 8 of this Annual
Report on Form 10-K), the Company has completed five acquisitions in 1995,
1996 and 1997. However, there can be no assurance that future acquisitions
will occur or that those that do occur will be successful. In particular,
the addition of several large wire and cable companies to the public
marketplace in recent years through initial public offerings has increased
competition for acquisition candidates.
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Executive Officers
The following sets forth certain information with respect to Belden's
executive officers as of December 31, 1997. All executive officers are
elected to terms which expire at the organizational meeting of the Board of
Directors following the Annual Meeting of Shareholders.
Name Age Position
C. Baker Cunningham 56 Chairman of the Board,
President, Chief Executive
Officer and Director
Richard K. Reece 41 Vice President, Finance,
Treasurer and Chief
Financial Officer
Peter J. Wickman 48 Vice President, Operations
Kevin L. Bloomfield 46 Vice President, Secretary
and General Counsel
Cathy O. Staples 47 Vice President, Human
Resources
C. Baker Cunningham has been Chairman, President and Chief Executive
Officer of the Company since 1993. From February 1982 until July 1993, he
was an Executive Vice President, Operations of Cooper, a manufacturer of
electrical equipment, tools and hardware, and automotive products. Mr.
Cunningham has a B.S. degree in civil engineering from Washington
University, an M.S. degree in civil engineering from Georgia Tech and an
M.B.A. from the Harvard Business School.
Richard K. Reece has been Vice President, Finance, Treasurer and Chief
Financial Officer of the Company since August 1, 1993. He was associated
with the public accounting firm of Ernst & Young, LLP from 1978 until June
1993 and was a partner with that firm since 1989. He has a B.S. degree in
accounting from Auburn University and is a Certified Public Accountant.
Peter J. Wickman has been Vice President, Operations of the Company since
1993. He was Vice President, Finance and Planning for the Belden Division
of Cooper from 1989 to July 1993. He was Controller of Cooper's Bussmann
Division from 1983 to 1989. Mr. Wickman has a B.S. degree in accounting
from Walton School of Commerce and is a Certified Public Accountant.
Kevin L. Bloomfield has been Vice President, Secretary and General Counsel
of the Company since August 1, 1993. He was Senior Counsel for Cooper from
February 1987 to July 1993, and had been in Cooper's Law Department from
1981 to 1993. He has a B.A. degree in economics and a J.D. degree from the
University of Cincinnati and an M.B.A. from Ohio State University.
Cathy Odom Staples has been Vice President, Human Resources of the Company
since May 1997. She was Vice President, Human Resources for the Electronic
Products Division of the Company from May 1992 to May 1997. Ms. Staples
has a B.S.B.A degree in human resources from Drake University.
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Item 2. Properties
Belden has an executive office and various manufacturing plants,
distribution centers and sales offices. The significant facilities as of
February 25, 1998 are as follows:
Owned
Square Or
Location Facility Type Feet Leased
St. Louis, Executive Office 7,466 Leased
Missouri
Richmond, Indiana Sales and 53,575 Owned
Administrative
Office
Carmel, Indiana Sales and 11,077 Leased
Administrative
Office
Richmond, Indiana Engineering Center 70,000 Owned
Richmond, Indiana Manufacturing 693,372 Owned
electronics wire &
cable
Richmond, Indiana Distribution Center 145,000 Owned
Nogales, Arizona Distribution Center 10,000 Leased
Clinton, Arkansas Manufacturing 133,000 Owned
electrical cords
Monticello, Manufacturing 222,800 Owned
Kentucky electronics wire &
cable
Tompkinsville, Manufacturing 228,800 Owned
Kentucky electronics wire &
cable and flat cable
Hudson, Manufacturing 215,000 Leased
Massachusetts electronics wire &
cable
Leominster, Manufacturing 61,200 Leased
Massachusetts electronics wire &
cable
Elizabeth, New Sales and 7,064 Owned
Jersey Administrative
Office
Elizabeth, New Distribution Center 197,250 Owned
Jersey
Charlotte, North Manufacturing 96,000 Leased
Carolina electronics wire &
cable and fiber
optics cable
Franklin, North Manufacturing 101,800 Owned
Carolina electrical cords
Essex Junction, Manufacturing high 77,400 Owned
Vermont temperature
electronics wire &
cable
Cobourg, Ontario, Manufacturing 215,000 Owned
Canada electrical &
electronics wire &
cable; Sales Office
and Distribution
Center
Neuss, Germany Sales Office 37,600 Leased
Venlo, The Manufacturing 585,000 Owned
Netherlands electronics wire &
cable and fiber
optics cable;
Warehouse; and Sales
and Administrative
Office
Hermosillo, Manufacturing 65,000 Leased
Mexico electrical cords and
Warehouse
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The Company believes its physical facilities are suitable for their present
and intended purposes and adequate for the Company's current level of
operations.
Item 3. Legal Proceedings
In August 1996, Furon Company filed a lawsuit against BWC in the U.S.
District Court for the Northern District of Ohio (Eastern Division),
claiming that BWC manufactures a plenum-type cable that infringes a Furon
patent, and seeking damages and an injunction. Presently, the parties are
going through pre-trial discovery, which should continue through the year.
The court has not assigned the matter for trial. Furon has sued several
other wire and cable manufacturers on similar grounds.
To be patentable, an invention must be new, useful and non-obvious. The
Company is investigating several ways to show that the Furon patent is
invalid due to prior art. The Company intends to vigorously defend its
position. While neither the timing nor the amount of the ultimate liability
associated with this matter can be determined with certainty, based on
information currently available to the Company and the current status of
the Company s investigation of the matter and other factors, the Company
presently believes that it is unlikely that the outcome of this matter will
have a material adverse effect on the Company.
The Company is also a party to various legal proceedings and administrative
actions which are incidental to the operations of the Company. In the
opinion of the Company's management, such proceedings and actions should
not, individually or in the aggregate, have a material adverse effect on
the Company's results of operations or financial condition.
See "Item 1. Business Environmental Matters" regarding certain
proceedings arising under environmental laws.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders of the Company.
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters
At March 16, 1998, there were 1249 record holders of Common Stock of Belden
Inc.
The additional information required by Item 5 is incorporated herein by
reference to page 55 of the 1997 Annual Report. The Company anticipates
that comparable cash dividends will continue to be paid in the foreseeable
future.
Item 6. Selected Financial Data
Incorporated herein by reference to page 29 of the 1997 Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Incorporated herein by reference to pages 30 through 36 of the 1997 Annual
Report.
-12-<PAGE>
<PAGE>
Item 8. Financial Statements and Supplementary Data
Incorporated herein by reference to pages 38 through 54 of the 1997 Annual
Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding directors is incorporated herein by reference to
"Matters to Come Before the Meeting," pages 2 through 4 of the Proxy
Statement. Information regarding executive officers is set forth in Part I
at pages 10 herein under the heading "Executive Officers."
Item 11. Executive Compensation
Incorporated herein by reference to "Compensation of Directors", "Executive
Compensation" and "Stock Price Performance Graph", pages 7-14 of the Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to "Stock Ownership of Management and
Certain Beneficial Owners," pages 5-7 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to "Other Matters", page 14 of the Proxy
Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements (located on the pages in the 1997 Annual
Report shown below).
Page No.
1997 Annual Report
Report of Independent Auditors . . . . . . . . . . . . . . . . . 37
Consolidated Balance Sheets as of December 31, 1997
and December 31, 1996 . . . . . . . . . . . . . . . . . . . . 38
Consolidated Income Statements for Each of the Three Years
in the Period Ended December 31, 1997 . . . . . . . . . . . . 39
Consolidated Cash Flow Statements for Each of the Three Years
in the Period Ended December 31, 1997 . . . . . . . . . . . . 40
Consolidated Stockholders' Equity Statements for Each of the
Three Years in the Period Ended December 31, 1997 . . . . . . 41
Notes to Consolidated Financial Statements . . . . . . . . . .42-54
With the exception of the financial statements and other financial data and
other information listed above or incorporated by reference under other
Items of this Annual Report on Form 10-K, the 1997 Annual Report is not
filed as part of this Annual Report. Financial statement schedules not
included in this Annual Report on Form 10-K have been omitted because they
-13-<PAGE>
<PAGE>
are not applicable or the required information is shown in the financial
statements or notes thereto.
3. Exhibits. The following exhibits are filed herewith or
incorporated herein by reference. Documents indicated by an asterisk (*)
are filed herewith; documents indicated by a double asterisk identify each
management contract or compensatory plan. Documents not indicated by an
asterisk are incorporated herein by reference to the document indicated.
References to (i) the "Registration Statement" are to the Belden Inc.
Registration Statement on Form S-1, File Number 33-66830, (ii) the "Form
10-Q" are to the Belden Inc. Quarterly Report on Form 10-Q for the Quarter
ended September 30, 1993, File Number 1-12280, (iii) the "Form 10-Q, Second
Quarter, 1994" are to the Belden Inc. Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1994, File Number 1-12280, (iv) the "Form 8-K" are
to the Belden Inc. Report on Form 8-K, filed with the Commission on April
17, 1995, File Number 1-12280, (v) the "Form 8-A" are to the Belden Inc.
Registration Statement on Form 8-A filed with the Commission and effective
on July 25, 1995, (vi) the "Amendment to Form S-8" are to the Belden Inc.
Post-Effective Amendment No. 1 of Form S-8 Registration Statement, filed
with the Commission on October 23, 1995, File Number 33-66830, (vii) the
"Form 10-K 1995" are to the Belden Inc. Report on Form 10-K for 1995, File
Number 1-12280, (viii) the "Form 10-Q, Third Quarter, 1996" are to the
Belden Inc. Quarterly Report on Form 10-Q for the Quarter ended September
30, 1996, File Number 1-12280, (ix) the "Form S-8" are to the Belden Inc.
Registration Statement on Form S-8, filed in connection with the Belden
Inc. Non-Employee Director Stock Plan, File Number 333-11071, (x) the "Form
8-K, January 1997" are to the Belden Inc. Report on Form 8-K, filed with
the Commission on January 23, 1997, File Number 1-12280, and (xi) the Form
10-K 1996 are to the Belden Inc. Report on Form 10-K for 1996, File Number
1-12280.
Exhibit No. Description
2.1 Stock Purchase Agreement, dated April 3, 1995, among PCW
Beheermaatschappij B.V., Philips Electronics N.V., Belden Inc.
and Belden Europe B.V. for the purchase of Pope Cable and Wire
B.V. (Exhibit 2 to Form 8-K)
2.2 Asset Purchase Agreement, dated October 21, 1996, between Belden
Wire & Cable Company and Intech Cable, Inc. (Exhibit 10.1 to Form
10-Q, Third Quarter, 1996)
2.3 Asset Purchase Agreement, dated November 21, 1996, between Belden
Wire & Cable Company and Alpha Wire Corporation, and Asset
Purchase Agreement/U.K. Assets dated January 7, 1997 between
Belden U.K. Limited and Alpha Wire Limited (Exhibits 2.1 and 2.2
to Form 8-K, January 1997)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
* 4.2 Amendment to Specimen Common Stock Certificate
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc.
and First Chicago Trust Company of New York, as Rights Agent;
ChaseMellon Shareholder Services, L.L.C. has superseded First
Chicago Trust Company of New York as Rights Agent (Exhibit 1 to
Form 8-A)
-14-<PAGE>
<PAGE>
* 4.4 Note Purchase Agreement, dated as of August 1, 1997, providing
for up to $200,000,000 aggregate principal amount of Senior Notes
issuable in series, with an initial series of Senior Notes in the
aggregate principal amount of $75,000,000, between Belden Inc. as
issuer and, as purchasers, Aid Association for Lutherans; Mutual
of Omaha Insurance Company; United of Omaha Life Insurance
Company; Nationwide Mutual Insurance Company; State Farm Life
Insurance Company; Principal Mutual Life Insurance Company;
Nippon Life Insurance Company of America; and Berkshire Life
Insurance Company
* 4.5 Guaranty of Belden Wire & Cable Company, the form of which is
included as Exhibit 1.1-B to the Note Purchase Agreement listed
above as Exhibit 4.4
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc.
and Belden Wire & Cable Company, with schedules and exhibits
thereto (Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper
Industries (Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11
to Form 10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable
Company and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden
Inc. (Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc.,
Cooper Industries, Inc., and Belden Wire & Cable Company (Exhibit
10.6 to Form 10-Q)
** 10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
** 10.7 Change of Control Agreements, dated as of August 16, 1996,
between Belden Inc. and each of C. Baker Cunningham, Richard K.
Reece, Peter J. Wickman and Kevin L. Bloomfield (Exhibit 10.3 to
Form 10-Q, Third Quarter, 1996)
***10.8 Trust Agreement ("Rabbi Trust"), dated January 1, 1998 , between
Belden Wire & Cable Company and Bankers Trust Company
** 10.9 Belden Inc. Long-Term Incentive Plan (Exhibit 10.2 to Form 10-Q,
Second Quarter, 1994)
***10.10 Amendment to Belden Inc. Long-Term Incentive Plan
** 10.11 Belden Inc. Employee Stock Purchase Plan, as restated as of
August 4, 1995 (Exhibit 99.1 to Amendment to Form S-8)
** 10.12 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan (Exhibit 10.11 to Registration Statement)
** 10.13 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan (Exhibit 10.15 to Registration Statement)
** 10.14 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6,
1993 (Exhibit 10.10 to Form 10-Q)
***10.15 Indemnification Agreements entered into between Belden Inc. and
each of Christopher I. Byrnes, Bernard G. Rethore and John R.
DallePezze dated November 14, 1995, February 27, 1997 and May 1,
1997, respectively
10.16 Credit Agreement, dated as of November 18, 1996, among Belden
Wire & Cable Company, Bank of America National Trust and Savings
Association, NationsBank, N.A., Royal Bank of Canada, Wachovia
Bank of Georgia, N.A., ABN AMRO Bank N.V., Chicago Branch, The
Northern Trust Company and Commerzbank Aktiengesellschaft,
Grand Cayman Branch (Exhibit 10.14 to 10-K 1996)
10.17 Guaranty of Belden Inc., the form of which is included as Exhibit
D to the Credit Agreement listed above as Exhibit 10.16 (Exhibit
10.15 to 10-K 1996)
* 13.1 Belden Inc. 1997 Annual Report to Shareholders (to the extent
incorporated herein by reference)
* 21.1 List of Subsidiaries of Belden Inc.
* 23.1 Consent of Ernst & Young LLP
-15-<PAGE>
<PAGE>
* 24.1 Powers of Attorney from Members of the Board of Directors of
Belden Inc.
* 27.1 Financial Data Schedule
* 99.1 Proxy Statement for the Annual Meeting of Stockholders to be held
on May 7, 1998
Copies of the above Exhibits are available to shareholders at a charge of
$.25 per page, minimum order of $10.00. Direct requests to:
Belden Inc., Attention: Secretary
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(b) Reports on Form 8-K. No reports on Form 8-K were filed during
the last quarter of 1997.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BELDEN INC.
By: /s/ C. Baker Cunningham
C. Baker Cunningham
Chairman of the Board, President,
Chief Executive Officer
Date: March 24, 1998 and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ C. BAKER CUNNINGHAM President, Chairman of the Board March 24, 1998
C. Baker Cunningham Chief Executive Officer
and Director
/s/ RICHARD K. REECE Vice President, Finance, Treasurer March 24, 1998
Richard K. Reece and Chief Financial Officer
(Mr. Reece also is the Company's
Chief Accounting Officer)
/s/ LORNE D. BAIN * Director March 24, 1998
Lorne D. Bain
/s/ JOSEPH R. COPPOLA* Director March 24, 1998
Joseph R. Coppola
/s/ ALAN E. RIEDEL* Director March 24, 1998
Alan E. Riedel
/s/ BERNARD G. RETHORE* Director March 24, 1998
Bernard G. Rethore
/s/CHRISTOPHER I.BYRNES* Director March 24, 1998
Christopher I. Byrnes
/s/ JOHN R. DALLEPEZZE* Director March 24, 1998
John R. Dallepezze
/s/ C. Baker Cunningham
*By C. Baker Cunningham, Attorney-in-fact
-16-<PAGE>
<PAGE>
<TABLE>
Index to Exhibits
<CAPTION>
Sequentially
Exhibit Numbered
Number Pages
<C>
<S> <C>
2.1 Stock Purchase Agreement, dated April 3, 1995, among PCW
Beheermaatschappij B.V., Philips Electronics N.V., Belden Inc.
and Belden Europe B.V. for the purchase of Pope Cable and Wire
B.V. (Exhibit 2 to Form 8-K)
2.2 Asset Purchase Agreement, dated October 21, 1996, between Belden
Wire & Cable Company and Intech Cable, Inc. (Exhibit 10.1 to Form
10-Q, Third Quarter, 1996)
2.3 Asset Purchase Agreement, dated November 21, 1996, between Belden
Wire & Cable Company and Alpha Wire Corporation, and Asset
Purchase Agreement/U.K. Assets dated January 7, 1997 between
Belden U.K. Limited and Alpha Wire Limited (Exhibits 2.1 and 2.2
to Form 8-K, January 1997)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
* 4.2 Amendment to Specimen Common Stock Certificate
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc.
and First Chicago Trust Company of New York, as Rights Agent;
ChaseMellon Shareholder Services, L.L.C. has superseded First
Chicago Trust Company of New York as Rights Agent (Exhibit 1 to
Form 8-A)
* 4.4 Note Purchase Agreement, dated as of August 1, 1997, providing
for up to $200,000,000 aggregate principal amount of Senior Notes
issuable in series, with an initial series of Senior Notes in the
aggregate principal amount of $75,000,000, between Belden Inc. as
issuer and, as purchasers, Aid Association for Lutherans; Mutual
of Omaha Insurance Company; United of Omaha Life Insurance
Company; Nationwide Mutual Insurance Company; State Farm Life
Insurance Company; Principal Mutual Life Insurance Company;
Nippon Life Insurance Company of America; and Berkshire Life
Insurance Company
* 4.5 Guaranty of Belden Wire & Cable Company, the form of which is
included as Exhibit 1.1-B to the Note Purchase Agreement listed
above as Exhibit 4.4
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc.
and Belden Wire & Cable Company, with schedules and exhibits
thereto (Exhibit 10.1 to Form 10-Q)
10.2 C a n adian Asset Transfer Agreement by and between Cooper
Industries (Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11
to Form 10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable
Company and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden
Inc. (Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc.,
Cooper Industries, Inc., and Belden Wire & Cable Company (Exhibit
10.6 to Form 10-Q)
** 10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
** 10.7 Change of Control Agreements, dated as of August 16, 1996,
between Belden Inc. and each of C. Baker Cunningham, Richard K.
Reece, Peter J. Wickman and Kevin L. Bloomfield (Exhibit 10.3 to
Form 10-Q, Third Quarter, 1996)
***10.8 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company
** 10.9 Belden Inc. Long-Term Incentive Plan (Exhibit 10.2 to Form 10-Q,
Second Quarter, 1994)
***10.10 Amendment to Belden Inc. Long-Term Incentive Plan
** 10.11 Belden Inc. Employee Stock Purchase Plan, as restated as of
August 4, 1995 (Exhibit 99.1 to Amendment to Form S-8)
** 10.12 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan (Exhibit 10.11 to Registration Statement)
** 10.13 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan (Exhibit 10.15 to Registration Statement)
** 10.14 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6,
1993 (Exhibit 10.10 to Form 10-Q)
***10.15 Indemnification Agreements entered into between Belden Inc. and
each of Christopher I. Byrnes, Bernard G. Rethore and John R.
DallePezze dated November 14, 1995, February 27, 1997 and May 1,
1997, respectively
10.16 Credit Agreement, dated as of November 18, 1996, among Belden
Wire & Cable Company, Bank of America National Trust and Savings
Association, NationsBank, N.A., Royal Bank of Canada, Wachovia
Bank of Georgia, N.A., The Boatmen's National Bank of St. Louis,
ABN AMRO Bank N.V., The Northern Trust Company and Commerzbank
Aktiengesellschaft, Grand Cayman Branch (Exhibit 10.14 to 10-K
1996)
10.17 Guaranty of Belden Inc., the form of which is included as Exhibit
D to the Credit Agreement listed above as Exhibit 10.16 (Exhibit
10.15 to 10-K 1996)
* 13.1 Belden Inc. 1997 Annual Report to Shareholders (to the extent
incorporated herein by reference)
* 21.1 List of Subsidiaries of Belden Inc.
* 23.1 Consent of Ernst & Young LLP
* 24.1 Powers of Attorney from Members of the Board of Directors of
Belden Inc.
* 27.1 Financial Data Schedule
* 99.1 Proxy Statement for the Annual Meeting of Stockholders to be held
on May 7, 1998
*Filed herewith. Documents not indicated by an asterisk (*) are
incorporated herein by reference.
-17-<PAGE>
</TABLE>
<PAGE>
Exhibit 4.2
Amendment to Specimen Common Stock Certificate
The Specimen Common Stock Certificate has been amended by modifying the
sentence at the end of the first paragraph on the reverse side thereof, as
indicated below:
[first paragraph on reverse side of amended Specimen Stock Certificate:]
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement, dated as of July 6,
1995 (the "Rights Agreement"), between Belden Inc. and First Chicago Trust
Company of New York as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal offices of Belden Inc. Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. Belden
Inc. will mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly
after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by, any Person
who is, was or becomes an Acquiring Person or any Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder,
may become null and void. *[ChaseMellon Shareholder Services, L.L.C. has
superseded First Chicago Trust Company of New York as Rights Agent.]
* []Denotes modified sentence<PAGE>
<PAGE>
Exhibit 4.4
BELDEN INC.
$200,000,000
Senior Notes Issuable In Series
$75,000,000
6.92% Senior Notes, Series 1997-A,
due August 11, 2009
NOTE PURCHASE AGREEMENT
Dated as of August 1, 1997<PAGE>
<PAGE>
TABLE OF CONTENTS
Section Page
1. AUTHORIZATION OF NOTES . . . . . . . . . . . . . . . . . . 1
1.1. Amount; Establishment of Series. . . . . . . . . . 1
1.2. The Series 1997-A Notes. . . . . . . . . . . . . . . 2
2. SALE AND PURCHASE OF SERIES 1997-A NOTES. . . . . . . . . 2
3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . . 3
4.1. Representations and Warranties . . . . . . . . . . 3
4.2. Performance; No Default. . . . . . . . . . . . . . . 3
4.3. Compliance Certificates. . . . . . . . . . . . . . . 3
4.4. Opinions of Counsel. . . . . . . . . . . . . . . . . 4
4.5. Purchase Permitted By Applicable Law, etc . . . . . 4
4.6. Sale of Other Notes. . . . . . . . . . . . . . . . . 4
4.7. Payment of Special Counsel Fees. . . . . . . . . . . 4
4.8. Private Placement Number . . . . . . . . . . . . . . 5
4.9. Changes in Corporate Structure . . . . . . . . . . . 5
4.10. Belden Wire Guaranty . . . . . . . . . . . . . . . . 5
4.11. Proceedings and Documents. . . . . . . . . . . . . . 5
5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . 5
5.1. Organization; Power and Authority. . . . . . . . . . 5
5.2. Authorization, etc . . . . . . . . . . . . . . . . . 6
5.3. Disclosure . . . . . . . . . . . . . . . . . . . . . 6
5.4. Organization and Ownership of Shares of
Subsidiaries; Affiliates . . . . . . . . . . . . . 7
5.5. Financial Statements . . . . . . . . . . . . . . . . 7
5.6. Compliance with Laws, Other Instruments, etc . . . . 8
5.7. Governmental Authorizations, etc.. . . . . . . . . . 8
5.8. Litigation; Observance of Agreements, Statutes
and Orders . . . . . . . . . . . . . . . . . . . . 8
5.9. Taxes . . . . . . . . . . . . . . . . . . . . . . . 9
5.10. Title to Property; Leases. . . . . . . . . . . . . . 9
5.11. Licenses, Permits, etc . . . . . . . . . . . . . . . 9
5.12. Compliance with ERISA. . . . . . . . . . . . . . . . 10
5.13. Private Offering by the Company. . . . . . . . . . . 11
5.14. Use of Proceeds; Margin Regulations. . . . . . . . . 11
5.15. Existing Indebtedness; Future Liens. . . . . . . . . 11
5.16. Foreign Assets Control Regulations, etc. . . . . . . 12
5.17. Status under Certain Statutes. . . . . . . . . . . . 12
5.18. Environmental Matters. . . . . . . . . . . . . . . . 12
5.19. Solvency of Belden Wire. . . . . . . . . . . . . . . 13
i <PAGE>
<PAGE>
6.REPRESENTATIONS OF THE PURCHASERS . . . . . . . . . . . . . 13
6.1. Purchase for Investment . . . . . . . . . . . . . . 13
6.2. Source of Funds . . . . . . . . . . . . . . . . . . 13
7.INFORMATION AS TO COMPANY . . . . . . . . . . . . . . . . . 15
7.1. Financial and Business Information. . . . . . . . . 15
7.2. Officer's Certificate . . . . . . . . . . . . . . . 17
7.3. Inspection. . . . . . . . . . . . . . . . . . . . . 18
8.PREPAYMENT OF THE NOTES. . . . . . . . . . . . . . . . . . . 19
8.1. Required Prepayments. . . . . . . . . . . . . . . . 19
8.2. Optional Prepayments with Make-Whole Amount . . . . 19
8.3. Allocation of Partial Prepayments . . . . . . . . . 19
8.4. Maturity; Surrender, etc. . . . . . . . . . . . . . 19
8.5. Purchase of Notes . . . . . . . . . . . . . . . . . 20
8.6. Make-Whole Amount . . . . . . . . . . . . . . . . . 20
9.AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . 21
9.1. Compliance with Law . . . . . . . . . . . . . . . . 21
9.2. Insurance . . . . . . . . . . . . . . . . . . . . . 22
9.3. Maintenance of Properties . . . . . . . . . . . . . 22
9.4. Payment of Taxes and Claims . . . . . . . . . . . . 22
9.5. Corporate Existence, etc. . . . . . . . . . . . . . 22
10.NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . 23
10.1. Consolidated Indebtedness; Indebtedness of
Restricted Subsidiaries. . . . . . . . . . . . . . 23
10.2. Liens . . . . . . . . . . . . . . . . . . . . . . . 23
10.3. Sale of Assets . . . . . . . . . . . . . . . . . . 24
10.4. Mergers, Consolidations, etc. . . . . . . . . . . . 25
10.5. Disposition of Stock of Restricted Subsidiaries . . 26
10.6. Designation of Unrestricted Subsidiaries. . . . . . 27
10.7. Nature of Business. . . . . . . . . . . . . . . . . 27
10.8. Transactions with Affiliates. . . . . . . . . . . . 27
11.EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 27
12.REMEDIES ON DEFAULT, ETC. . . . . . . . . . . . . . . . . . 30
12.1. Acceleration. . . . . . . . . . . . . . . . . . . . 30
12.2. Other Remedies. . . . . . . . . . . . . . . . . . . 30
12.3. Rescission. . . . . . . . . . . . . . . . . . . . . 31
12.4. No Waivers or Election of Remedies, Expenses, etc . 31
13.REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES . . . . . . . 31
13.1. Registration of Notes . . . . . . . . . . . . . . . 31
13.2. Transfer and Exchange of Notes. . . . . . . . . . . 31
13.3. Replacement of Notes. . . . . . . . . . . . . . . . 32
14.PAYMENTS ON NOTES . . . . . . . . . . . . . . . . . . . . . 32
14.1. Place of Payment. . . . . . . . . . . . . . . . . . 32
14.2. Home Office Payment . . . . . . . . . . . . . . . . 33
15.EXPENSES, ETC . . . . . . . . . . . . . . . . . . . . . . . 33
15.1. Transaction Expenses. . . . . . . . . . . . . . . . 33
15.2. Survival. . . . . . . . . . . . . . . . . . . . . . 34
16.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 34
17.AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . 34
17.1. Requirements . . . . . . . . . . . . . . . . . . . 34
ii <PAGE>
<PAGE>
17.2. Solicitation of Holders of Notes . . . . . . . . . 34
17.3. Binding Effect, etc . . . . . . . . . . . . . . . . 35
17.4. Notes held by Company, etc. . . . . . . . . . . . . 35
18.NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 35
19.REPRODUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . 36
20.CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . . . 36
21.SUBSTITUTION OF PURCHASER . . . . . . . . . . . . . . . . . 37
22.MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 37
22.1. Successors and Assigns . . . . . . . . . . . . . . 37
22.2. Payments Due on Non-Business Days . . . . . . . . . 38
22.3. Severability. . . . . . . . . . . . . . . . . . . . 38
22.4. Construction. . . . . . . . . . . . . . . . . . . . 38
22.5. Counterparts. . . . . . . . . . . . . . . . . . . . 38
22.6. Governing Law . . . . . . . . . . . . . . . . . . . 38
SCHEDULE A -- Information Relating to Purchasers
SCHEDULE B -- Defined Terms
SCHEDULE B-1 -- Existing Investments
SCHEDULE 4.9 -- Changes in Corporate Structure
SCHEDULE 5.3 -- Disclosure Materials
SCHEDULE 5.4 -- Subsidiaries of the Company and Ownership
of Subsidiary Stock
SCHEDULE 5.5 -- Financial Statements
SCHEDULE 5.8 -- Certain Litigation
SCHEDULE 5.11 -- Licenses, Permits, etc.
SCHEDULE 5.12(b) -- Benefit Liabilities
SCHEDULE 5.14 -- Use of Proceeds
SCHEDULE 5.15 -- Existing Indebtedness
SCHEDULE 10.2 -- Existing Liens
EXHIBIT 1.1-A -- Form of Senior Note
iii <PAGE>
<PAGE>
EXHIBIT 1.1-B -- Form of Belden Wire Guaranty
EXHIBIT 1.1-C -- Form of Supplement
EXHIBIT 1.2 -- Form of Series 1997-A Senior Note
EXHIBIT 4.4(a) -- Form of Opinion of Counsel for the Company
EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel for the
Purchasers
iv <PAGE>
<PAGE>
Exhibit 4.4
BELDEN INC.
7701 Forsyth Boulevard
Suite 800
St. Louis, MO 63105
(314) 854-8000
Fax: (314) 854-8001
$200,000,000
Senior Notes Issuable In Series
$75,000,000
6.92% Senior Notes, Series 1997-A,
due August 11, 2009
Dated as of August 1, 1997
TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:
Ladies and Gentlemen:
BELDEN INC., a Delaware corporation (the "Company"), agrees with
you as follows:
1. AUTHORIZATION OF NOTES.
1.1. Amount; Establishment of Series.
The Company is contemplating the issue and sale of up to
$200,000,000 aggregate principal amount of its Senior Notes issuable in
series (the "Notes", such term to include any such Notes issued in
substitution therefor pursuant to Section 13 of this Agreement). The Notes
shall be substantially in the form set out in Exhibit 1.1-A, with such
changes therefrom, if any, as may be approved by the purchasers of such
Notes, or series thereof, and the Company. Certain capitalized terms used
in this Agreement are defined in Schedule B; references to a "Schedule"
or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement. The Notes may be issued in one or more series.
Each series of Notes will be guaranteed by Belden Wire & Cable Company, a
Wholly-Owned Subsidiary of the Company and a Delaware corporation ("Belden
Wire") pursuant to a guaranty in substantially the form of Exhibit 1.1-B,
with such changes as may be necessary to describe therein the series of
Notes being guaranteed (such guaranty with respect to the Series 1997-A Notes
is herein referred to as the "Belden Wire Guaranty."). Each series of Notes,
other than the initial series, shall be issued pursuant to a supplement to
this Agreement (a "Supplement") in substantially the form of Exhibit 1.1-C,
and shall be subject to the following terms and conditions:
(a) the designation of each series of Notes shall distinguish the
Notes of one series from the Notes of all other series;
(b) the Notes of each series shall be senior in the sense that
they rank pari passu with the Notes of all other series and the
Company's other outstanding unsecured Indebtedness that has not been
expressly subordinated to any other Indebtedness of the Company; <PAGE>
<PAGE>
(c) each series of Notes shall be dated the date of issue, bear
interest at such rate or rates, mature on such date or dates, be
subject to such mandatory prepayments on the dates and with the Make-
Whole Amounts, if any, as are provided in the Supplement under which
such Notes are issued, and shall have such additional or different
conditions precedent to closing and such additional or different
representations and warranties or other terms and provisions as shall
be specified in such Supplement; and
(d) except to the extent provided in foregoing clauses (a)
through (c), all of the provisions of this Agreement shall apply to
the Notes of each series.
The Purchasers of the Series 1997-A Notes need not purchase subsequent
series of Notes.
1.2. The Series 1997-A Notes.
The Company has authorized, as the initial series of Notes
hereunder, the issue and sale of $75,000,000 aggregate principal amount of
Notes to be designated as its 6.92% Senior Notes, Series 1997-A, due August
11, 2009 (the "Series 1997-A Notes", such term to include any such Notes
issued in substitution therefor pursuant to Section 13 of this Agreement).
The Series 1997-A Notes shall be substantially in the form set out in
Exhibit 1.2, with such changes therefrom, if any, as may be approved by you
and the Other Purchasers and the Company.
2. SALE AND PURCHASE OF SERIES 1997-A NOTES.
Subject to the terms and conditions of this Agreement, the
Company will issue and sell to you and each of the other purchasers named
in Schedule A (the "Other Purchasers"), and you and the Other Purchasers
will purchase from the Company, at the Closing provided for in Section 3,
Series 1997-A Notes in the principal amount specified opposite your names
in Schedule A at the purchase price of 100% of the principal amount
thereof. Your obligation hereunder and the obligations of the Other
Purchasers are several and not joint obligations and you shall have no
liability to any Person for the performance or non-performance by any Other
Purchaser hereunder.
3. CLOSING.
The sale and purchase of the Series 1997-A Notes to be purchased
by you and the Other Purchasers shall occur at the offices of Gardner,
Carton & Douglas, Quaker Tower, Suite 3400, 321 North Clark Street,
Chicago, Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the
"Closing") on August 11, 1997 or on such other Business Day thereafter on
or prior to August 30, 1997 as may be agreed upon by the Company and you
and the Other Purchasers. At the Closing the Company will deliver to you
the Series 1997-A Notes to be purchased by you in the form of a single
Series 1997-A Note (or such greater number of Series 1997-A Notes in
denominations of at least $500,000 as you may request) dated the date of
the Closing and registered in your name (or in the name of your nominee),
against delivery by you to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 12769761 at Wachovia Bank of Georgia, 191 Peachtree Street
Northeast, Atlanta, Georgia 30303, ABA No. 061000010. If at the Closing
2<PAGE>
<PAGE>
the Company shall fail to tender such Series 1997-A Notes to you as
provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your satisfaction, you shall, at
your election, be relieved of all further obligations under this Agreement,
without thereby waiving any rights you may have by reason of such failure
or such nonfulfillment.
4. CONDITIONS TO CLOSING.
Your obligation to purchase and pay for the Series 1997-A Notes
to be sold to you at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following conditions:
4.1. Representations and Warranties.
The representations and warranties of the Company in this
Agreement shall be correct when made and at the time of the Closing.
4.2. Performance; No Default.
The Company shall have performed and complied with all agreements
and conditions contained in this Agreement required to be performed or
complied with by it prior to or at the Closing and after giving effect to
the issue and sale of the Series 1997-A Notes (and the application of the
proceeds thereof as contemplated by Schedule 5.14) no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Sections 10.1 through 10.8
had such Sections applied since such date.
4.3. Compliance Certificates.
(a) Officer's Certificate. The Company shall have delivered to
you an Officer's Certificate, dated the date of the Closing,
certifying that the conditions specified in Sections 4.1, 4.2, 4.9 and
4.10 have been fulfilled.
(b) Secretary's Certificate. The Company shall have delivered
to you a certificate certifying as to the resolutions attached thereto
and other corporate proceedings relating to the authorization,
execution and delivery of the Series 1997-A Notes, the Agreement and
the Belden Wire Guaranty.
4.4. Opinions of Counsel.
You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Kevin L.
Bloomfield, Vice President, Secretary and General Counsel of the Company,
covering the matters set forth in Exhibit 4.4(a) and covering such
othermatters incident to the transactions contemplated hereby as you or
your counsel may reasonably request (and the Company instructs its counsel
to deliver such opinion to you) and (b) from Gardner, Carton & Douglas,
your special counsel in connection with such transactions, substantially in
the form set forth in Exhibit 4.4(b) and covering such other matters
incident to such transactions as you may reasonably request.
4.5. Purchase Permitted By Applicable Law, etc.
On the date of the Closing your purchase of Series 1997-A Notes
3 <PAGE>
<PAGE>
shall (i) be permitted by the laws and regulations of each jurisdiction to
which you are subject, without recourse to provisions (such as Section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the
particular investment, (ii) not violate any applicable law or regulation
(including, without limitation, Regulation G, T or X of the Board of
Governors of the Federal Reserve System) and (iii) not subject you to any
tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date hereof.
If requested by you, you shall have received an Officer's Certificate
certifying as to such matters of fact as you may reasonably specify to
enable you to determine whether such purchase is so permitted.
4.6. Sale of Other Notes.
Contemporaneously with the Closing the Company shall sell to the
Other Purchasers and the Other Purchasers shall purchase the Series 1997-A
Notes to be purchased by them at the Closing as specified in Schedule A.
4.7. Payment of Special Counsel Fees.
Without limiting the provisions of Section 15.1, the Company
shall have paid on or before the Closing the fees, charges and
disbursements of your special counsel referred to in Section 4.4, to the
extent reflected in a statement of such counsel rendered to the Company at
least one Business Day prior to the Closing.
4.8. Private Placement Number.
A Private Placement number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained
for the Series 1997-A Notes.
4.9. Changes in Corporate Structure.
Except as specified in Schedule 4.9, the Company shall not have
changed its jurisdiction of incorporation or been a party to any merger or
consolidation and shall not have succeeded to all or any substantial part
of the liabilities of any other entity, at any time following the date of
the most recent financial statements referred to in Schedule 5.5.
4.10. Belden Wire Guaranty.
Belden Wire shall have executed and delivered the Belden Wire
Guaranty to you and the Other Purchasers.
4.11. Proceedings and Documents.
All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to you and
your special counsel, and you and your special counsel shall have received
all such counterpart originals or certified or other copies of such
documents as you or they may reasonably request.
4 <PAGE>
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to you that:
5.1. Organization; Power and Authority.
The Company is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and
is duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The Company has the corporate
power and authority to own or hold under lease the properties it purports
to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and the Series
1997-A Notes and to perform the provisions hereof and thereof.
5.2. Authorization, etc.
This Agreement and the Series 1997-A Notes have been duly
authorized by all necessary corporate action on the part of the Company,
and this Agreement constitutes, and upon execution and delivery thereof
each Series 1997-A Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
The Belden Wire Guaranty has been duly authorized by all
necessary corporate action on the part of Belden Wire and upon execution
and delivery thereof will constitute the legal, valid and binding
obligation of Belden Wire enforceable against Belden Wire in accordance
with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
5.3. Disclosure.
The Company, through its agent, BancAmerica Securities, Inc., has
delivered to you and each Other Purchaser a copy of a Private Placement
Memorandum, dated July 1997 (the "Memorandum"), relating to the
transactions contemplated hereby. The Memorandum fairly describes, in all
material respects, the general nature of the business and principal
properties of the Company and its Subsidiaries. Except as disclosed in
Schedule 5.3 and for projections, as to which no representation or warranty
is made, this Agreement, the Memorandum, the documents, certificates or
other writings delivered to you by or on behalf of the Company in
connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5, taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made. The projections provided to you
are based upon good faith estimates and assumptions believed by the Company
5 <PAGE>
<PAGE>
to be reasonable. Except as disclosed in the Memorandum or as expressly
described in Schedule 5.3, or in one of the documents, certificates or
other writings identified therein, or in the financial statements listed in
Schedule 5.5, since December 31, 1996, there has been no change in the
financial condition, operations, business or properties of the Company or
any Restricted Subsidiary except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been set forth
herein or in the Memorandum or in the other documents, certificates and
other writings delivered to you by or on behalf of the Company specifically
for use in connection with the transactions contemplated hereby.
5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.
(a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its
capital stock or similar equity interests outstanding owned by the
Company and each other Subsidiary, (ii) to the Company's knowledge, of
the Company's Affiliates, other than Subsidiaries, and (iii) of the
Company's directors and senior officers. Each Subsidiary listed in
Schedule 5.4 is designated a Restricted Subsidiary by the Company.
(b) All of the outstanding shares of capital stock or similar
equity interests of each Restricted Subsidiary shown in Schedule 5.4
as being owned by the Company and its Restricted Subsidiaries have
been validly issued, are fully paid and nonassessable and are owned by
the Company or another Restricted Subsidiary free and clear of any
Lien (except as otherwise disclosed in Schedule 5.4).
(c) Each Restricted Subsidiary identified in Schedule 5.4 is a
corporation or other legal entity duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization,
and is duly qualified as a foreign corporation or other legal entity
and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as
towhich the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each such Restricted Subsidiary has the
corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the
business it transacts and proposes to transact.
(d) No Restricted Subsidiary is a party to, or otherwise subject
to any legal restriction or any agreement (other than this Agreement,
the agreements listed on Schedule 5.4 and customary limitations
imposed by corporate law statutes) restricting the ability of such
Restricted Subsidiary to pay dividends out of profits or make any
other similar distributions of profits to the Company or any of its
Restricted Subsidiaries that owns outstanding shares of capital stock
or similar equity interests of such Restricted Subsidiary.
5.5. Financial Statements.
The Company has delivered to you and each Other Purchaser copies
of the financial statements of the Company and its Subsidiaries listed on
6 <PAGE>
<PAGE>
Schedule 5.5. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial condition of the Company and its Subsidiaries as of
the respective dates specified in such Schedule and the consolidated
results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes
thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).
5.6. Compliance with Laws, Other Instruments, etc.
The execution, delivery and performance by the Company of this
Agreement and the Series 1997-A Notes will not (i) contravene, result in
any breach of, or constitute a default under, or result in the creation of
any Lien in respect of any property of the Company or any Restricted
Subsidiary under, any Material agreement, or corporate charter or By-Laws,
to which the Company or any Restricted Subsidiary is bound or by which the
Company or any Restricted Subsidiary or any of their respective properties
may be bound or affected, (ii) conflict with or result in a breach of any
of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Restricted Subsidiary or (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Restricted Subsidiary.
The execution, delivery and performance by Belden Wire of the
Belden Wire Guaranty will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in
respect of any property of Belden Wire under, any Material agreement, or
corporate charter or By-Laws, to which Belden Wire is bound or by which
Belden Wire or any of its properties may be bound or affected, (ii)
conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to Belden Wire or
(iii)violate any provision of any statute or other rule or regulation of
any Governmental Authority applicable to Belden Wire.
5.7. Governmental Authorizations, etc.
No consent, approval or authorization of, or registration, filing
or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this
Agreement or the Notes or the execution, delivery or performance by Belden
Wire of the Belden Wire Guaranty.
5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) Except as disclosed in Schedule 5.8, there are no actions,
suits or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Restricted
Subsidiary or any property of the Company or any Restricted Subsidiary
in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.
(b) Neither the Company nor any Restricted Subsidiary is in
default under any term of any agreement or instrument to which it is a
7 <PAGE>
<PAGE>
party or by which it is bound, or any order, judgment, decree or
ruling of any court, arbitrator or Governmental Authority or is in
violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws) of any Governmental
Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect.
5.9. Taxes.
The Company and its Restricted Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have
paid all taxes shown to be due and payable on such returns and all other
taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (i) the amount of which is not individually or in the aggregate
Material or (ii) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Restricted Subsidiary, as the case may
be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect. The charges, accruals and
reserves on the books of the Company and its Restricted Subsidiaries in
respect of Federal, state or other taxes for all fiscal periods are
adequate under GAAP.
5.10. Title to Property; Leases.
The Company and its Restricted Subsidiaries have good and
sufficient title to the properties that they own or purport to own and that
individually or in the aggregate are Material, including all suchproperties
reflected in the most recent audited balance sheet referred to in Section
5.5 or purported to have been acquired by the Company or any Restricted
Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens
prohibited by this Agreement. All leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.
5.11. Licenses, Permits, etc.
Except as disclosed in Schedule 5.11,
(a) the Company and its Restricted Subsidiaries own or possess
all licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks and trade names, or rights
thereto, that individually or in the aggregate are Material, without
known Material conflict with the rights of others;
(b) to the best knowledge of the Company, no product of the
Company infringes in any Material respect any license, permit,
franchise, authorization, patent, copyright, service mark, trademark,
trade name or other right owned by any other Person; and
(c) to the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its
Restricted Subsidiaries with respect to any patent, copyright, service
8 <PAGE>
<PAGE>
mark, trademark, trade name or other right owned or used by the
Company or any of its Restricted Subsidiaries.
5.12. Compliance with ERISA.
(a) The Company and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except
for such instances of noncompliance as have not resulted in and could
not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined
in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA
Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either
case pursuant to Title I or IV of ERISA or to such penalty or excise
tax provisions or to Section 401(a)(29) or 412 of the Code, other than
such liabilities or Liens as would not be individually or in the
aggregate Material.
(b) Except for the Plans set forth in Schedule 5.12(b) (the "Top
Hat Plans"), the present value of the aggregate benefit liabilities
under each of the Plans (other than Multiemployer Plans), determined
as of the end of such Plan's most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in
such Plan's most recent actuarial valuation report, did not exceed the
aggregate current value of the assets of such Plan allocable to such
benefit liabilities. The term "benefit liabilities" has the meaning
specified in section 4001 of ERISA and the terms "current value" and
"present value" have the meaning specified in section 3 of ERISA.
(c) The Company and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are
Material.
(d) The expected postretirement benefit obligation (determined
as of the last day of the Company's most recently ended fiscal year in
accordance with Financial Accounting Standards Board Statement No.
106, without regard to liabilities attributable to continuation
coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material or has been disclosed in the most recent
audited consolidated financial statements of the Company and its
Subsidiaries.
(e) The execution and delivery of this Agreement and the
issuance and sale of the Notes hereunder will not involve any
transaction that is subject to the prohibitions of section 406 of
ERISA or in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. The representation by the
Company in the first sentence of this Section 5.12(e) is made in
reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase
price of the Notes to be purchased by you.
9 <PAGE>
<PAGE>
5.13. Private Offering by the Company.
Neither the Company nor anyone acting on its behalf has offered
the Series 1997-A Notes or the Belden Wire Guaranty or any similar
securities for sale to, or solicited any offer to buy any of the same from,
or otherwise approached or negotiated in respect thereof with, any person
other than you, the Other Purchasers and not more than 54 other
Institutional Investors, each of which has been offered the Series 1997-A
Notes at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject
the issuance or sale of the Series 1997-A Notes or the execution and
delivery of the Belden Wire Guaranty to the registration requirements of
Section 5 of the Securities Act.
5.14. Use of Proceeds; Margin Regulations.
The Company will apply the proceeds of the sale of the Series
1997-A Notes as set forth in Schedule 5.14. No part of the proceeds from
the sale of the Series 1997-A Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within
the meaning of Regulation G of the Board of Governors of the Federal
Reserve System (12 CFR 207), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to
involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220). Margin stock does not constitute more than 5% of the valueof
the consolidated assets of the Company and its Subsidiaries and the Company
does not have any present intention that margin stock will constitute more
than 5% of the value of such assets. As used in this Section, the terms
"margin stock" and "purpose of buying or carrying" shall have the meanings
assigned to them in said Regulation G. For purposes of the foregoing,
margin stock shall not include common stock of the Company held in its
treasury.
5.15. Existing Indebtedness; Future Liens.
(a) Except as described therein, Schedule 5.15 sets forth a
complete and correct list of all outstanding Indebtedness of the
Company and its Restricted Subsidiaries as of July 31, 1997, since
which date there has been no Material change in the amounts, interest
rates, sinking funds, installment payments or maturities of the
Indebtedness of the Company or its Subsidiaries. Neither the Company
nor any Restricted Subsidiary is in default and no waiver of default
is currently in effect, in the payment of any principal or interest on
any Indebtedness of the Company or such Restricted Subsidiary that is
outstanding in an aggregate principal amount in excess of $5,000,000
and no event or condition exists with respect to any Indebtedness of
the Company or any Restricted Subsidiary that is outstanding in an
aggregate principal amount in excess of $5,000,000 and that would
permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Indebtedness to become due
and payable before its stated maturity or before its regularly
scheduled dates of payment.
(b) Except as disclosed in Schedule 5.15, neither the Company
nor any Restricted Subsidiary has agreed or consented to cause or
permit in the future (upon the happening of a contingency or
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otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by Section 10.2.
5.16. Foreign Assets Control Regulations, etc.
Neither the sale of the Notes by the Company hereunder nor its
use of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto.
5.17. Status under Certain Statutes.
Neither the Company nor any Restricted Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, the Public
Utility Holding Company Act of 1935, as amended, the Interstate Commerce
Act, as amended by the ICC Termination Act, as amended, or the Federal
Power Act, as amended.
5.18. Environmental Matters.
Neither the Company nor any Restricted Subsidiary has knowledge
of any liability or has received any notice of any liability, and no
proceeding has been instituted asserting any liability against the
Companyor any of its Restricted Subsidiaries or any of their respective
real properties now owned, leased or operated by any of them or other
assets nor, to the knowledge of the Company or any Restricted Subsidiary,
has any such proceeding been instituted against any of their respective
real properties formerly owned, for damage to the environment or violation
of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect. Except as
otherwise disclosed to you in writing,
(a) neither the Company nor any Restricted Subsidiary has
knowledge of any facts that would give rise to any liability for
violation of Environmental Laws or damage to the environment emanating
from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets
or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect;
(b) neither the Company nor any of its Restricted Subsidiaries
has stored any Hazardous Materials on real properties now or formerly
owned, leased or operated by any of them and has not disposed of any
Hazardous Materials in a manner contrary to any Environmental Laws in
each case in any manner that could reasonably be expected to result in
a Material Adverse Effect; and
(c) all buildings on all real properties now owned, leased or
operated by the Company or any of its Restricted Subsidiaries are in
compliance with applicable Environmental Laws, except where failure to
comply could not reasonably be expected to result in a Material
Adverse Effect.
5.19. Solvency of Belden Wire.
After giving effect to the transactions contemplated herein,
(i) the present fair salable value of the assets of Belden Wire is in
excess of the amount that will be required to pay its probable liability on
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its existing debts as said debts become absolute and matured, (ii) Belden
Wire has received reasonably equivalent value for executing and delivering
the Belden Wire Guaranty, (iii) the property remaining in the hands of
Belden Wire is not an unreasonably small capital, and (iv) Belden Wire is
able to pay its debts as they mature.
6. REPRESENTATIONS OF THE PURCHASERS.
6.1. Purchase for Investment.
You represent that you are purchasing the Series 1997-A Notes for
your own account or for one or more separate accounts maintained by you or
for the account of one or more pension or trust funds and not with a view
to the distribution thereof, provided that the disposition of your or their
property shall at all times be within your or their control. You
understand that the Series 1997-A Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor
such an exemption is required by law, and that the Company is not required
to register the Notes.
6.2. Source of Funds.
You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used
by you to pay the purchase price of the Series 1997-A Notes to be purchased
by you hereunder:
(a) if you are an insurance company, the Source does not include
assets allocated to any separate account maintained by you in which
any employee benefit plan (or its related trust) has any interest,
other than a separate account that is maintained solely in connection
with your fixed contractual obligations under which the amounts
payable, or credited, to such plan and to any participant or
beneficiary of such plan (including any annuitant) are not affected in
any manner by the investment performance of the separate account; or
(b) the Source is either (i) an insurance company pooled
separate account, within the meaning of Prohibited Transaction
Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank
collective investment fund, within the meaning of the PTE 91-38
(issued July 12, 1991) and, except as you have disclosed to the
Company in writing pursuant to this paragraph (b), no employee benefit
plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated
to such pooled separate account or collective investment fund; or
(c) the Source constitutes assets of an "investment fund"
(within the meaning of Part V of the QPAM Exemption) managed by a
"qualified professional asset manager" or "QPAM" (within the meaning
of Part V of the QPAM Exemption), no employee benefit plan's assets
that are included in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained
by the same employer or by an affiliate (within the meaning of Section
V(c)(1) of the QPAM Exemption) of such employer or by the same
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employee organization and managed by such QPAM, exceed 20% of the
total client assets managed by such QPAM, the conditions of Part I(c)
and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
person controlling or controlled by the QPAM (applying the definition
of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more
interest in the Company and (i) the identity of such QPAM and (ii) the
names of all employee benefit plans whose assets are included in such
investment fund have been disclosed to the Company in writing pursuant
to this paragraph (c); or
(d) the Source is a governmental plan; or
(e) the Source is one or more employee benefit plans, or a
separate account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the Company in
writing pursuant to this paragraph (e); or
(f) the Source does not include assets of any employee benefit
plan, other than a plan exempt from the coverage of ERISA; or
(g) the Source is an "insurance company general account" as such
term is defined in the Department of Labor Prohibited Transaction
Class Exemption 95-60 (issued July 12, 1995) ("PTE 95-60") and there
is no "employee benefit plan" with respect to which the aggregate
amount of such general account's reserves and liabilities for the
contracts held by or on behalf of such employee benefit plan and all
other employee benefit plans maintained by the same employer (and
affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization (in each case determined in accordance
with the provisions of PTE 95-60) exceeds 10% of the total reserves
and liabilities of such general account (as determined under PTE 95-
60) (exclusive of separate account liabilities) plus surplus as set
forth in the National Association of Insurance Commissioners Annual
Statement filed with the state of domicile of such Purchaser.
As used in this Section 6.2, the terms "employee benefit plan",
"governmental plan", "party in interest" and "separate account" shall have
the respective meanings assigned to such terms in Section 3 of ERISA.
7. INFORMATION AS TO COMPANY.
7.1. Financial and Business Information
The Company shall deliver to each holder of Notes that is an
Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each
quarterly fiscal period in each fiscal year of the Company (other than
the last quarterly fiscal period of each such fiscal year), duplicate
copies of,
(i) a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income, changes in
stockholders' equity and cash flows of the Company and its
Subsidiaries, for such quarter and (in the case of the second and
third quarters) for the portion of the fiscal year ending with
such quarter,
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setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial
condition of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided that delivery within the time period specified
above of copies of the Company's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with
the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each
fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in
stockholders' equity and cash flows of the Company and its
Subsidiaries, for such year,
setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP, and accompanied by an opinion thereon of independent
certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in
all material respects, the financial condition of the companies being
reported upon and their results of operations and cash flows and have
been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been
made in accordance with generally accepted auditing standards, and
that such audit provides a reasonable basis for such opinion in the
circumstances, provided that the delivery within the time period
specified above of the Company's Annual Report on Form 10-K for such
fiscal year (together with the Company's annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements therefor
and filed with the Securities and Exchange Commission, together with
such accountant's opinion, shall be deemed to satisfy the requirements
of this Section 7.1(b);
(c) Unrestricted Subsidiaries -- if, at the time of delivery of
any financial statements pursuant to Section 7.1(a) or (b),
Unrestricted Subsidiaries account for more than 10% of (i) the
consolidated total assets of the Company and its Subsidiaries
reflected in the balance sheet included in such financial statements
or (ii) the consolidated revenues of the Company and its Subsidiaries
reflected in the consolidated statement of income included in such
financial statements, an unaudited balance sheet for all Unrestricted
Subsidiaries taken as whole as at the end of the fiscal period
included in such financial statements and the related unaudited
statements of income, stockholders' equity and cash flows for such
Unrestricted Subsidiaries for such period, together with consolidating
statements reflecting all eliminations or adjustments necessary to
reconcile such group financial statements to the consolidated
financial statements of the Company and its Subsidiaries;
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(d) SEC and Other Reports -- promptly upon their becoming
available, one copy of (i) each financial statement, report, notice or
proxy statement sent by the Company or any Restricted Subsidiary to
public securities holders generally, and (ii) each regular or periodic
report, each registration statement (without exhibits except as
expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Company or any Restricted Subsidiary
with the Securities and Exchange Commission and of all press releases
and other statements made available generally by the Company or any
Restricted Subsidiary to the public concerning developments that are
Material;
(e) Notice of Default or Event of Default -- promptly, and in
any event within five days after a Responsible Officer obtains actual
knowledge of the existence of any Default or Event of Default or that
any Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or
taken any action with respect to a claimed default of the type
referred to in Section 11(f), a written notice specifying the nature
and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto; provided that any such
notice with respect to a Default under Section 11(f) or claimed
default of the type referred to in Section 11(f) shall be within 10
days after a Responsible Officer obtains actual knowledge thereof;
(f) ERISA Matters -- promptly, and in any event within five days
after a Responsible Officer becoming aware of any of the following, a
written notice setting forth the nature thereof and the action, if
any, that the Company or an ERISA Affiliate proposes to take with
respect thereto:
(i) with respect to any Plan, any reportable event, as
defined in section 4043(b) of ERISA and the regulations
thereunder, for which notice thereof has not been waived pursuant
to such regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the
threatening by the PBGC of the institution of, proceedings under
section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Plan, or the receipt by the
Company or any ERISA Affiliate of a notice from a Multiemployer
Plan that such action has been taken by the PBGC with respect to
such Multiemployer Plan; or
(iii) any event, transaction or condition that could
result in the incurrence of any liability by the Company or any
ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit
plans, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or such penalty or excise tax
provisions, if such liability or Lien, taken together with any
other such liabilities or Liens then existing, could reasonably
be expected to have a Material Adverse Effect;
(g) Notices from Governmental Authority -- promptly, and in any
event within 30 days of receipt thereof, copies of any notice to the
Company or any Restricted Subsidiary from any Federal or state
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Governmental Authority relating to any order, ruling, statute or other
law or regulation that could reasonably be expected to have a Material
Adverse Effect;
(h) Requested Information -- with reasonable promptness, such
other data and information relating to the business, operations,
affairs, financial condition, assets or properties of the Company or
any of its Subsidiaries or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to
time may be reasonably requested by any such holder of Notes; and
(i) Supplements to Agreement -- in the event an additional
series of Notes is, or is proposed to be, issued under this Agreement,
promptly, and in any event within 10 Business Days after execution and
delivery thereof, a true copy of the Supplement pursuant to which such
Notes are to be, or were, issued.
7.2. Officer's Certificate.
Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of
a Senior Financial Officer setting forth:
(a) Covenant Compliance -- the information (including detailed
calculations) required in order to establish whether the Company was
in compliance with the requirements of Section 10.1 through
Section 10.5, inclusive, during the quarterly or annual period covered
by the statements then being furnished (including with respect to each
such Section, where applicable, the calculations of the maximum or
minimum amount, ratio or percentage, as the case may be, permissible
under the terms of such Sections, and the calculation of the amount,
ratio or percentage then in existence); and
(b) Event of Default -- a statement that such officer has
reviewed the relevant terms hereof and has made, or caused to be made,
under his or her supervision, a review of the transactions and
conditions of the Company and its Restricted Subsidiaries from the
beginning of the quarterly or annual period covered by the statements
then being furnished to the date of the certificate and that such
review shall not have disclosed the existence during such period of
any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event existed or exists
(including any such event or condition resulting from the failure of
the Company or any Restricted Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to
take with respect thereto.
7.3. Inspection.
The Company will permit the representatives of each holder of
Notes that is an Institutional Investor:
(a) No Default -- if no Default or Event of Default then exists,
at the expense of such holder and upon reasonable prior notice to the
Company, to visit the principal executive office of the Company, to
discuss the affairs, finances and accounts of the Company and its
Restricted Subsidiaries with the Company's officers, and (with the
consent of the Company, which consent will not be unreasonably
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withheld) its independent public accountants, and (with the consent of
the Company, which consent will not be unreasonably withheld) to visit
the other offices and properties of the Company and each Restricted
Subsidiary, all at such reasonable times and as often as may be
reasonably requested in writing; and
(b) Default -- if a Default or Event of Default then exists, at
the expense of the Company and upon reasonable prior notice to the
Company, to visit the principal executive office of the Company, to
discuss the affairs, finances and accounts of the Company and its
Restricted Subsidiaries with the Company's officers, and (with the
consent of the Company, which consent will not be unreasonably
withheld) its independent public accountants, and (with the consent of
the Company, which consent will not be unreasonably withheld) to visit
the other offices and properties of the Company and each Restricted
Subsidiary, all at such reasonable times and as often as may be
reasonably requested in writing.
8. PREPAYMENT OF THE NOTES.
8.1. Required Prepayments.
On August 11, 2005 and on each August 11 thereafter to and
including August 11, 2008 the Company will prepay $15,000,000 principal
amount (or such lesser principal amount as shall then be outstanding) of
the Series 1997-A Notes at par and without payment of the Make-Whole Amount
or any premium.
8.2. Optional Prepayments with Make-Whole Amount.
The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes of any
series, including the Series 1997-A Notes, in an amount not less than
$2,000,000 in the aggregate in the case of a partial prepayment, at 100% of
the principal amount so prepaid, plus the Make-Whole Amount determined for
the prepayment date with respect to such principal amount. The Company
will give each holder of Notes of the series to be prepaid written notice
of each optional prepayment under this Section 8.2 not less than 30 daysand
not more than 60 days prior to the date fixed for such prepayment. Each
such notice shall specify such date, the aggregate principal amount of the
Notes to be prepaid on such date, the principal amount of each Note held by
such holder to be prepaid (determined in accordance with Section 8.3), and
the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate
of a Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice
were the date of the prepayment), setting forth the details of such
computation. Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.
8.3. Allocation of Partial Prepayments.
In the case of each partial prepayment of the Notes of a series,
the principal amount of the Notes of such series to be prepaid shall be
allocated among all of the Notes of such series at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal
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Principal, on the display designated as the "PX Screen" on the
Bloomberg Financial Market Service (or such other display as may
replace the PX Screen on Bloomberg Financial Market Service) for
actively traded U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such
time or the yields reported as of such time are not ascertainable, the
Treasury Constant Maturity Series Yields reported, for the latest day
for which such yields have been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such
implied yield will be determined, if necessary, by (a) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between (1)
the actively traded U.S. Treasury security with the duration closest
to and greater than the Remaining Average Life and (2) the actively
traded U.S. Treasury security with the duration closest to and less
than the Remaining Average Life.
"Remaining Average Life" means, with respect to any Called
Principal, the number of years (calculated to the nearest one-twelfth
year) obtained by dividing (i) such Called Principal into (ii) the sum
of the products obtained by multiplying (a) the principal component of
each Remaining Scheduled Payment with respect to such Called Principal
by (b) the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date with respect to
such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.
"Remaining Scheduled Payments" means, with respect to the Called
Principal of any Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with
respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if
such Settlement Date is not a date on which interest payments are due
to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to Section 8.2 or 12.1.
"Settlement Date" means, with respect to the Called Principal of
any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately
due and payable pursuant to Section 12.1, as the context requires.
9. AFFIRMATIVE COVENANTS.
The Company covenants that so long as any of the Notes are
outstanding:
9.1. Compliance with Law.
The Company will, and will cause each Restricted Subsidiary to,
comply with all laws, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, Environmental
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Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the
ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations
could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
9.2. Insurance.
The Company will, and will cause each Restricted Subsidiary to,
maintain, with financially sound and reputable insurers, insurance with
respect to their respective properties and businesses against such
casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is customary in
the case of entities of established reputations engaged in the same or a
similar business and similarly situated.
9.3. Maintenance of Properties.
The Company will and will cause each Restricted Subsidiary to
maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary
wear and tear), so that the business carried on in connection therewith may
be properly conducted at all times, provided that this Section shall not
prevent the Company or any Restricted Subsidiary from discontinuing
theoperation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company
has concluded that such discontinuance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
9.4. Payment of Taxes and Claims.
The Company will, and will cause each Restricted Subsidiary to,
file all tax returns required to be filed in any jurisdiction and to pay
and discharge all taxes shown to be due and payable on such returns and all
other taxes, assessments, governmental charges, or levies imposed on them
or any of their properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Company or
any Restricted Subsidiary, provided that neither the Company nor any
Restricted Subsidiary need pay any such tax or assessment or claims if
(i) the amount, applicability or validity thereof is contested by the
Company or such Restricted Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Company or a Restricted Subsidiary has
established adequate reserves therefor in accordance with GAAP on the books
of the Company or such Restricted Subsidiary or (ii) the nonpayment of all
such taxes and assessments in the aggregate could not reasonably be
expected to have a Material Adverse Effect.
9.5. Corporate Existence, etc.
Subject to Section 10.4, the Company will at all times preserve
and keep in full force and effect its corporate existence. Subject to
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Sections 10.3 and 10.4, the Company will at all times preserve and keep in
full force and effect the corporate existence of each Restricted Subsidiary
(unless merged into the Company or a Restricted Subsidiary) and all rights
and franchises of the Company and its Restricted Subsidiaries unless, in
the good faith judgment of the Company, the termination of or failure to
preserve and keep in full force and effect such corporate existence, right
or franchise could not, individually or in the aggregate, have a Material
Adverse Effect.
10. NEGATIVE COVENANTS.
The Company covenants that so long as any of the Notes are
outstanding:
10.1. Consolidated Indebtedness; Indebtedness of Restricted
Subsidiaries.
The Company will not permit:
(a) Consolidated Indebtedness to exceed 65% of Consolidated
Total Capitalization at any time; and
(b) Any Restricted Subsidiary other than Belden Wire to incur
any Indebtedness if, after giving effect thereto and to the
application of the proceeds therefrom, Priority Debt outstanding would
exceed 20% of Consolidated Total Capitalization.
10.2. Liens.
The Company will not, and will not permit any Restricted
Subsidiary to, permit to exist, create, assume or incur, directly or
indirectly, any Lien on its properties or assets, whether now owned or
hereafter acquired (unless, concurrently with the incurrence, assumption or
creation of such Lien, the Company makes, or causes to be made, effective
provision whereby the Notes are equally and ratably secured by a Lien on
the same property or assets), except:
(a) Liens existing on property or assets of the Company or any
Restricted Subsidiary as of the date of this Agreement that are
described in Schedule 10.2;
(b) Liens for taxes, assessments or governmental charges not
then due and delinquent or the nonpayment of which is permitted by
Section 9.4;
(c) encumbrances in the nature of leases, subleases, zoning
restrictions, easements, rights of way and other rights and
restrictions of record on the use of real property and defects in
title arising or incurred in the ordinary course of business, which,
individually and in the aggregate, do not materially impair the use or
value of the property or assets subject thereto;
(d) Liens incidental to the conduct of business or the ownership
of properties and assets (including landlords', lessors', carriers',
warehousemen's, mechanics', materialmen's and other similar liens) and
Liens to secure the performance of bids, tenders, leases or trade
contracts, or to secure statutory obligations (including obligations
under workers compensation, unemployment insurance and other social
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security legislation), surety or appeal bonds or other Liens of like
general nature incurred in the ordinary course of business and not in
connection with the borrowing of money;
(e) any attachment or judgment Lien, unless the judgment it
secures has not, within 60 days after the entry thereof, been
discharged or execution thereof stayed pending appeal, or has not been
discharged within 60 days after the expiration of any such stay;
(f) Liens securing Indebtedness of a Restricted Subsidiary to
the Company or to another Restricted Subsidiary and Liens securing
Indebtedness of the Company to a Restricted Subsidiary;
(g) Liens (i) existing on property at the time of its
acquisition by the Company or a Restricted Subsidiary and not created
in contemplation thereof, whether or not the Indebtedness secured by
such Lien is assumed by the Company or a Restricted Subsidiary; or
(ii) on property created contemporaneously with its acquisition or
within 180 days of the acquisition or completion of construction
thereof to secure or provide for all or a portion of the purchaseprice
or cost of construction of such property after the date of Closing; or
(iii) existing on property of a Person at the time such Person is
merged or consolidated with, or becomes a Restricted Subsidiary of, or
substantially all of its assets are acquired by, the Company or a
Restricted Subsidiary and not created in contemplation thereof;
provided that in the case of clauses (i), (ii) and (iii) such Liens do
not extend to additional property of the Company or any Restricted
Subsidiary (other than property that is an improvement to or is
acquired for specific use in connection with the subject property)
and, in the case of clause (ii) only, that the aggregate principal
amount of Indebtedness secured by each such Lien does not exceed the
lesser of the fair market value (determined in good faith by the board
of directors of the Company) or cost of acquisition or construction of
the property subject thereto;
(h) Liens resulting from extensions, renewals or replacements of
Liens permitted by paragraphs (a), (f) and (g), provided that (i)
there is no increase in the principal amount or decrease in maturity
of the Indebtedness secured thereby at the time of such extension,
renewal or replacement, (ii) any new Lien attaches only to the same
property theretofore subject to such earlier Lien and (iii)
immediately after such extension, renewal or replacement no Default or
Event of Default would exist; and
(i) Additional Liens securing Indebtedness not otherwise
permitted by paragraphs (a) through (h) above, provided that, at the
time of creation, assumption or incurrence thereof and immediately
after giving effect thereto and to the application of the proceeds
therefrom, Priority Debt outstanding does not exceed 20% of
Consolidated Total Capitalization.
10.3. Sale of Assets.
Except as permitted by Section 10.4, the Company will not, and
will not permit any Restricted Subsidiary to, sell, lease, transfer or
otherwise dispose of, including by way of merger (collectively a
"Disposition"), any assets, including capital stock of Restricted
Subsidiaries, in one or a series of transactions, to any Person, other than
(a) Dispositions in the ordinary course of business, (b) Dispositions by
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the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the
Company or another Restricted Subsidiary or (c) other Dispositions not
otherwise permitted by this Section 10.3, provided that the aggregate net
book value of all assets so disposed of in any fiscal year pursuant to this
Section 10.3(c) does not exceed 10% of Consolidated Total Assets as of the
end of the immediately preceding fiscal year. Notwithstanding the
foregoing, the Company may, or may permit any Restricted Subsidiary to,
make a Disposition and the assets subject to such Disposition shall not be
subject to or included in the foregoing limitation and computation
contained in clause (c) of the preceding sentence to the extent that
(x) such assets are leased back by the Company or any Restricted
Subsidiary, as lessee, within 180 days of the Disposition thereof, or
(y) the net proceeds from such Disposition are within one year of such
Disposition (A) reinvested in productive assets by the Company or a
Restricted Subsidiary or (B) applied to the payment or prepayment of any
outstanding Indebtedness of the Company or any Restricted Subsidiary that
is not subordinated to the Notes. Any prepayment of Notes pursuant to this
Section 10.3 shall be in accordance with Sections 8.2 and 8.3, without
regard to the minimum prepayment requirements of Section 8.2.
10.4. Mergers, Consolidations, etc.
The Company will not, and will not permit any Restricted
Subsidiary to, consolidate with or merge with any other Person or convey,
transfer, sell or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person except that:
(a) the Company may consolidate or merge with any other Person
or convey, transfer, sell or lease all or substantially all of its
assets in a single transaction or series of transactions to any
Person, provided that:
(i) the successor formed by such consolidation or the
survivor of such merger or the Person that acquires by
conveyance, transfer, sale or lease all or substantially all of
the assets of the Company as an entirety, as the case may be,
shall be a solvent corporation organized and existing under the
laws of the United States, any State thereof (including the
District of Columbia), Canada or any province thereof, or a
country within Western Europe, and, if the Company is not such
corporation, such corporation (x) shall have executed and
delivered to each holder of any Notes its assumption of the due
and punctual performance and observance of each covenant and
condition of this Agreement and the Notes and (y) shall have
caused to be delivered to each holder of any Notes an opinion of
independent counsel reasonably satisfactory to the Required
Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with
their terms and comply with the terms hereof;
(ii) the successor formed by such consolidation or the
survivor of such merger or the Person that acquires by
conveyance, transfer, sale or lease all or substantially all of
the assets of the Company as an entirety, as the case may be,
could incur immediately thereafter $1.00 of additional
Indebtedness without violating Section 10.1;
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(iii)immediately before and after giving effect to such
transaction, no Default or Event of Default shall exist; and
(b) Any Restricted Subsidiary may (x) merge into the Company
(provided that the Company is the surviving corporation) or another
Restricted Subsidiary or (y) sell, transfer or lease all or any part
of its assets to the Company or another Restricted Subsidiary, or
(z) merge or consolidate with, or sell, transfer or lease all or
substantially all of its assets to, any Person in a transaction that
is permitted by Section 10.3 or, as a result of which, such Person
becomes an Restricted Subsidiary; provided in each instance set forth
in clauses (x) through (z) that, immediately before and after giving
effect thereto, there shall exist no Default or Event of Default and
provided further, that, in the case of a transaction contemplated by
clause (z), if the Restricted Subsidiary is Belden Wire and it is not
the surviving corporation, the survivor of such merger shall be a
solvent corporation organized and existing under the laws of the
United States, any State thereof (including the District of Columbia),
Canada or any province thereof, or a country within Western Europe,
and such corporation (A) shall have executed and delivered to each
holder of any Notes its assumption of the due and punctual performance
and observance of each covenant and condition of the Belden Wire
Guaranty, and (B) shall have caused to be delivered to each holder of
any Notes an opinion of independent counsel reasonably satisfactory to
the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their
terms and comply with the terms hereof;
No such conveyance, transfer, sale or lease of all or substantially all of
the assets of the Company shall have the effect of releasing the Company or
any successor corporation that shall theretofore have become such in the
manner prescribed in this Section 10.4 from its liability under this
Agreement or the Notes.
10.5. Disposition of Stock of Restricted Subsidiaries.
The Company (i) will not permit any Restricted Subsidiary to issue its
capital stock, or any warrants, rights or options to purchase, or
securities convertible into or exchangeable for, such capital stock, to any
Person other than the Company or another Restricted Subsidiary, and (ii)
will not, and will not permit any Restricted Subsidiary to, sell, transfer
or otherwise dispose of any shares of capital stock of a Restricted
Subsidiary if such sale would be prohibited by Section 10.3. If a
Restricted Subsidiary at any time ceases to be such as a result of a sale
or issuance of its capital stock, any Liens on property of the Company or
any other Restricted Subsidiary securing Indebtedness owed to such
Restricted Subsidiary, which is not contemporaneously repaid, together with
such Indebtedness, shall be deemed to have been incurred by the Company or
such other Restricted Subsidiary, as the case may be, at the time such
Restricted Subsidiary ceases to be a Restricted Subsidiary.
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10.6. Designation of Unrestricted Subsidiaries.
The Company will not designate Belden Wire as an Unrestricted
Subsidiary. The Company may designate any other Restricted Subsidiary as
an Unrestricted Subsidiary unless such Subsidiary has been designated an
Unrestricted Subsidiary more than once previously and unless immediately
before and after such designation there exists no Default or Event of
Default.
10.7. Nature of Business.
The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business if, as a result, the general nature
of the business in which the Company and its Restricted Subsidiaries, taken
as a whole, would then be engaged would be substantially changed from the
general nature of the business in which the Company and its Restricted
Subsidiaries, taken as a whole, are engaged on the date of this Agreement
as described in the Memorandum.
10.8. Transactions with Affiliates.
The Company will not and will not permit any Restricted
Subsidiary to enter into directly or indirectly any Material transaction or
Material group of related transactions (including without limitation the
purchase, lease, sale or exchange of properties of any kind or the
rendering of any service) with any Affiliate (other than the Company or
another Restricted Subsidiary), except upon fair and reasonable terms no
less favorable to the Company or such Restricted Subsidiary than would be
obtainable in a comparable arm's-length transaction with a Person not an
Affiliate.
11. EVENTS OF DEFAULT.
An "Event of Default" shall exist if any of the following
conditions or events shall occur and be continuing:
(a) the Company defaults in the payment of any principal or
Make-Whole Amount, if any, on any Note when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise; or
(b) the Company defaults in the payment of any interest on any
Note for more than five Business Days after the same becomes due and
payable; or
(c) the Company defaults in the performance of or compliance
with any term contained in Section 7.1(e) or Sections 10.1 through
10.8; or
(d) the Company defaults in the performance of or compliance
with any term contained herein (other than those referred to in
paragraphs (a), (b) and (c) of this Section 11) and such default is
not remedied within 30 days after the earlier of (i) a Responsible
Officer obtaining actual knowledge of such default and (ii) the
Company receiving written notice of such default from any holder of a
Note (any such written notice to be identified as a "notice of
default"); or
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(e) any representation or warranty made in writing by or on
behalf of the Company or Belden Wire or by any officer of the Company
or Belden Wire in this Agreement or the Belden Wire Guaranty or in any
writing furnished in connection with the transactions contemplated
hereby proves to have been false or incorrect in any material respect
on the date as of which made; or
(f) (i) the Company or any Restricted Subsidiary is in default
(as principal or as guarantor or other surety) in the payment of any
principal of or premium or make-whole amount or interest on any
Indebtedness that is outstanding in an aggregate principal amount in
excess of 5% of Adjusted Consolidated Net Worth (as of the end of the
most recently completed fiscal period of the Company) beyond any
period of grace provided with respect thereto, or (ii) the Company or
any Restricted Subsidiary is in default in the performance of or
compliance with any term of any evidence of any Indebtedness that is
outstanding in an aggregate principal amount in excess of 5% of
Adjusted Consolidated Net Worth (as of the end of the most recently
completed fiscal period of the Company) or of any mortgage, indenture
or other agreement relating thereto or any other condition exists, and
as a consequence of such default or condition such Indebtedness has
become, or has been declared, due and payable before its stated
maturity or before its regularly scheduled dates of payment, or (iii)
as a consequence of the occurrence or continuation of any event or
condition (other than the giving of notice of optional redemption, the
passage of time or the right of the holder of Indebtedness to convert
such Indebtedness into equity interests), the Company or any
Restricted Subsidiary has become obligated to purchase or repay
Indebtedness before its regular maturity or before its regularly
scheduled dates of payment in an aggregate outstanding principal
amount in excess of 5% of Adjusted Consolidated Net Worth (as of the
end of the most recently completed fiscal period of the Company); or
(g) the Company or any Material Restricted Subsidiary (i) is
generally not paying, or admits in writing its inability to pay, its
debts as they become due, (ii) files, or consents by answer or
otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect
to any substantial part of its property, (v) is adjudicated as
insolvent or to be liquidated, or (vi) takes corporate action for the
purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction
enters an order appointing, without consent by the Company or any
Material Restricted Subsidiary, a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect
to any substantial part of its property, or constituting an order for
relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage
of any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Company or any
Material Restricted Subsidiary, or any such petition shall be filed
against the Company or any Material Restricted Subsidiary and such
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petition shall not be dismissed within 60 days; or
(i) a final judgment or judgments for the payment of money
aggregating in excess of 5% of Adjusted Consolidated Net Worth (as of
the end of the most recently completed fiscal period of the Company)
are rendered against one or more of the Company and its Material
Restricted Subsidiaries, which judgments are not, within 60 days after
entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 60 days after the expiration of such stay; or
(j) if (i) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a
waiver of such standards or extension of any amortization period is
sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected
to be filed with the PBGC or the PBGC shall have instituted
proceedings under ERISA section 4042 to terminate or appoint a trustee
to administer any Plan or the PBGC shall have notified the Company or
any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate "amount of unfunded benefit
liabilities" (within the meaning of section 4001(a)(18) of ERISA)
under all Plans, other than the Top Hat Plans, determined in
accordance with Title IV of ERISA, shall exceed 5% of Adjusted
Consolidated Net Worth (as of the end of the most recently completed
fiscal period of the Company), (iv) the Company or any ERISA Affiliate
shall have incurred or is reasonably expected to incur any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) the
Company or any ERISA Affiliate withdraws from any Multiemployer Plan,
or (vi) the Company or any Subsidiary establishes or amends any
employee welfare benefit plan that provides post-employment welfare
benefits in a manner that would increase the liability of the Company
or any Subsidiary thereunder; and any such event or events described
in clauses (i) through (vi) above, either individually or together
with any other such event or events, could reasonably be expected to
have a Material Adverse Effect; or
(k) the Belden Wire Guaranty ceases to be in full force and
effect as a result of acts taken by the Company or Belden Wire or is
declared to be null and void in whole or in material part by a court
or other governmental or regulatory authority having jurisdiction or
the validity or enforceability thereof shall be contested by any of
the Company or Belden Wire or either of them renounces any of the same
or denies that it has any or further liability thereunder.
As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.
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12. REMEDIES ON DEFAULT, ETC.
12.1. Acceleration.
(a) If an Event of Default with respect to the Company or Belden
Wire described in paragraph (g) or (h) of Section 11 (other than an
Event of Default described in clause (i) of paragraph (g) or described
in clause (vi) of paragraph (g) by virtue of the fact that such clause
encompasses clause (i) of paragraph (g)) has occurred, all the Notes
then outstanding shall automatically become immediately due and
payable.
(b) If any other Event of Default has occurred and is
continuing, any holder or holders of more than 33% in principal amount
of the Notes at the time outstanding may at any time at its or their
option, by notice or notices to the Company, declare all the Notes
then outstanding to be immediately due and payable.
(c) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, any holder or holders of
Notes at the time outstanding affected by such Event of Default may at
any time, at its or their option, by notice or notices to the Company,
declare all the Notes held by it or them to be immediately due and
payable.
Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature
and the entire unpaid principal amount of such Notes, plus (x) all accrued
and unpaid interest thereon and (y) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by
applicable law), shall all be immediately due and payable, in each and
every case without presentment, demand, protest or further notice, all of
which are hereby waived. The Company acknowledges, and the parties hereto
agree, that each holder of a Note has the right to maintain its investment
in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Make-
Whole Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.
12.2. Other Remedies.
If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any
Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of
the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.
12.3. Rescission.
At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than
67% in principal amount of the Notes then outstanding, by written notice to
the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes,
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all principal of and Make-Whole Amount, if any, on any Notes that are due
and payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount, if any, and
(to the extent permitted by applicable law) any overdue interest in respect
of the Notes, at the Default Rate, (b) all Events of Default and Defaults,
other than non-payment of amounts that have become due solely by reason of
such declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.
12.4. No Waivers or Election of Remedies, Expenses, etc.
No course of dealing and no delay on the part of any holder of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies.
No right, power or remedy conferred by this Agreement or by any Note upon
any holder thereof shall be exclusive of any other right, power or remedy
referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise. Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note
on demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under
this Section 12, including, without limitation, reasonable attorneys' fees,
expenses and disbursements.
13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
13.1. Registration of Notes.
The Company shall keep at its principal executive office a
register for the registration and registration of transfers of Notes. The
name and address of each holder of one or more Notes, each transfer thereof
and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be
deemed and treated as the owner and holder thereof for all purposes hereof,
and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor, promptly upon request therefor, a complete and
correct copy of the names and addresses of all registered holders of Notes.
13.2. Transfer and Exchange of Notes.
Upon surrender of any Note at the principal executive office of
the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of
such Note or his attorney duly authorized in writing and accompanied by the
address for notices of each transferee of such Note or part thereof), the
Company shall execute and deliver, at the Company's expense (except as
provided below), one or more new Notes (as requested by the holder thereof)
of the same series in exchange therefor, in an aggregate principal amount
equal to the unpaid principal amount of the surrendered Note. Each such
new Note shall be payable to such Person as such holder may request and
shall be substantially in the form of Note established for such series.
Each such new Note shall be dated and bear interest from the date to which
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interest shall have been paid on the surrendered Note or dated the date of
the surrendered Note if no interest shall have been paid thereon. The
Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $500,000, provided
that if necessary to enable the registration of transfer by a holder of its
entire holding of Notes, one Note may be in a denomination of less than
$500,000. Any transferee, by its acceptance of a Note registered in its
name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.
13.3. Replacement of Notes.
Upon receipt by the Company of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of
any Note (which evidence shall be, in the case of an Institutional
Investor, notice from such Institutional Investor of such ownership and
such loss, theft, destruction or mutilation), and
(a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another
Institutional Investor holder of a Note with a minimum net worth of at
least $50,000,000, such Person's own unsecured agreement of indemnity
shall be deemed to be satisfactory), or
(b) in the case of mutilation, upon surrender and cancellation
thereof,
the Company at its own expense shall execute and deliver, in lieu thereof,
a new Note of the same series, dated and bearing interest from the date to
which interest shall have been paid on such lost, stolen, destroyed or
mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note if no interest shall have been paid thereon.
14. PAYMENTS ON NOTES.
14.1. Place of Payment.
Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be
made in Chicago, Illinois at the principal office of Bank of America
National Trust & Savings Association in such jurisdiction. The Company may
at any time, by notice to each holder of a Note, change the place of
payment of the Notes so long as such place of payment shall be either the
principal office of the Company in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.
14.2. Home Office Payment.
So long as you or your nominee shall be the holder of any Note,
and notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by
such other method or at such other address as you shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation
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thereon, except that upon written request of the Company made concurrently
with or reasonably promptly after payment or prepayment in full of any
Note, you shall surrender such Note for cancellation, reasonably promptly
after any such request, to the Company at its principal executive office or
at the place of payment most recently designated by the Company pursuant to
Section 14.1. Prior to any sale or other disposition of any Note held by
you or your nominee you will, at your election, either endorse thereon the
amount of principal paid thereon and the last date to which interest has
been paid thereon or surrender such Note to the Company in exchange for a
new Note or Notes pursuant to Section 13.2. The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the
direct or indirect transferee of any Note purchased by you under this
Agreement and that has made the same agreement relating to such Note as you
have made in this Section 14.2.
15. EXPENSES, ETC.
15.1. Transaction Expenses.
Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including
reasonable attorneys' fees of one special counsel for you and the Other
Purchasers collectively and, if reasonably required, local or other
counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of this Agreement or the Notes
(whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the reasonable costs and expenses
incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under this Agreement or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason
of being a holder of any Note, and (b) the costs and expenses, including
financial advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-
out or restructuring of the transactions contemplated hereby and by the
Notes. The Company will pay, and will save you and each other holder of a
Note harmless from, all claims in respect of any fees, costs or expenses if
any, of brokers and finders (other than those retained by you).
15.2. Survival.
The obligations of the Company under this Section 15 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver
of any provision of this Agreement or the Notes, and the termination of
this Agreement.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
All representations and warranties contained herein shall survive
the execution and delivery of this Agreement and the Notes, the purchase or
transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a
Note, regardless of any investigation made at any time by or on behalf of
you or any other holder of a Note. All statements contained in any
certificate or other instrument delivered by or on behalf of the Company
pursuant to this Agreement shall be deemed representations and warranties
of the Company under this Agreement. Subject to the preceding sentence,
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this Agreement and the Notes embody the entire agreement and understanding
between you and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.
17. AMENDMENT AND WAIVER.
17.1. Requirements.
This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and
the Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to you unless consented to by
you in writing, and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of payment
or method of computation of interest or of the Make-Whole Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver,
or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.
17.2. Solicitation of Holders of Notes.
(a) Solicitation. The Company will provide each holder of the
Notes (irrespective of the amount of Notes then owned by it) with
sufficient information, sufficiently far in advance of the date a
decision is required, to enable such holder to make an informed and
considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the Notes.
The Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of
this Section 17 to each holder of outstanding Notes promptly following
the date on which it is executed and delivered by, or receives the
consent or approval of, the requisite holders of Notes.
(b) Payment. The Company will not directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any
holder of Notes as consideration for or as an inducement to the
entering into by any holder of Notes or any waiver or amendment of any
of the terms and provisions hereof unless such remuneration is
concurrently paid, or security is concurrently granted, on the same
terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.
17.3. Binding Effect, etc.
Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them
and upon each future holder of any Note and upon the Company without regard
to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or
waived or impair any right consequent thereon. No course of dealing
between the Company and the holder of any Note nor any delay in exercising
any rights hereunder or under any Note shall operate as a waiver of any
31<PAGE>
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rights of any holder of such Note. As used herein, the term "this
Agreement" or "the Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.
17.4. Notes held by Company, etc.
Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of
the holders of a specified percentage of the aggregate principal amount of
Notes then outstanding, Notes directly or indirectly owned by the Company
or any of its Affiliates shall be deemed not to be outstanding.
18. NOTICES.
All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight
delivery service (with charges prepaid). Any such notice must be sent:
(i) if to you or your nominee, to you or it at the address
specified for such communications in Schedule A, or at such other
address as you or it shall have specified to the Company in
writing,
(ii) if to any other holder of any Note, to such holder at
such address as such other holder shall have specified to the
Company in writing, or
(iii) if to the Company, to the Company at its address
set forth at the beginning hereof to the attention of Richard K.
Reece, Vice President, Finance, Treasurer and Chief Financial
Officer, or at such other address as the Company shall have
specified to the holder of each Note in writing.
Notices under this Section 18 will be deemed given only when actually
received.
19. REPRODUCTION OF DOCUMENTS.
This Agreement and all documents relating thereto, including,
without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by you at the Closing (except
the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by
you by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and you may destroy any original
document so reproduced. The Company agrees and stipulates that, to the
extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by you in the regular course of
business) and any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting
32<PAGE>
<PAGE>
any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.
20. CONFIDENTIAL INFORMATION.
For the purposes of this Section 20, "Confidential Information"
means information delivered to you by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received
by you as being confidential information of the Company or such Subsidiary,
provided that such term does not include information that (a) was publicly
known or otherwise known to you prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by you
or any person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to you under Section 7.1 that
are otherwise publicly available. You will maintain the confidentiality of
such Confidential Information in accordance with procedures adopted by you
in good faith to protect confidential information of third parties
delivered to you, provided that you may deliver or disclose Confidential
Information to (i) your directors, officers, employees, agents, attorneys
and affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by your Notes), (ii) your
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with
the terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any
part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 20), (v) any Person from which you offer
to purchase any security of the Company (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over you, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about your
investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with
any law, rule, regulation or order applicable to you, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation
to which you are a party or (z) if an Event of Default has occurred and is
continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement.
Each holder of a Note, by its acceptance of a Note, will be deemed to have
agreed to be bound by and to be entitled to the benefits of this Section 20
as though it were a party to this Agreement. On reasonable request by the
Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this
Agreement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this Section 20.
33<PAGE>
<PAGE>
21. SUBSTITUTION OF PURCHASER.
You shall have the right to substitute any one of your Affiliates
as the purchaser of the Notes that you have agreed to purchase hereunder,
by written notice to the Company, which notice shall be signed by both you
and such Affiliate, shall contain such Affiliate's agreement to be bound by
this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6.
Upon receipt of such notice, wherever the word "you" is used in this
Agreement (other than in this Section 21), such word shall be deemed to
refer to such Affiliate in lieu of you. In the event that such Affiliate
is so substituted as a purchaser hereunder and such Affiliate thereafter
transfers to you all of the Notes then held by such Affiliate, upon receipt
by the Company of notice of such transfer, wherever the word "you" is used
in this Agreement (other than in this Section 21), such word shall no
longer be deemed to refer to such Affiliate, but shall refer to you, and
you shall have all the rights of an original holder of the Notes under this
Agreement.
22. MISCELLANEOUS.
22.1. Successors and Assigns.
All covenants and other agreements contained in this Agreement by
or on behalf of any of the parties hereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.
22.2. Payments Due on Non-Business Days.
Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-whole Amount or
interest on any Note that is due on a date other than a Business Day shall
be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such
next succeeding Business Day.
22.3. Severability.
Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other
jurisdiction.
22.4. Construction.
Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not
(absent such an express contrary provision) be deemed to excuse compliance
with any other covenant. Where any provision herein refers to action to be
taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.
34<PAGE>
<PAGE>
22.5. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of
the parties hereto.
22.6. Governing Law.
This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the
State of Illinois excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction
other than such State.
* * * * *
35 <PAGE>
<PAGE>
If you are in agreement with the foregoing, please sign the form
of agreement on the accompanying counterpart of this Agreement and return
it to the Company, whereupon the foregoing shall become a binding agreement
between you and the Company.
Very truly yours,
BELDEN INC.
By: /s/ Richard K. Reece
Name: Richard K. Reece
Title: Vice President, Finance, Treasurer
and Chief Financial Officer
36 <PAGE>
<PAGE>
The foregoing is agreed
to as of the date thereof.
AID ASSOCIATION FOR LUTHERANS
By: /s/ James Abitz
Name: James Abitz
Title: Vice President - Securities
MUTUAL OF OMAHA INSURANCE COMPANY
By: /s/ Edwin H. Garrison Jr.
Name: Edwin H. Garrison Jr.
Title: First Vice President
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By: /s/ Edwin H. Garrison Jr.
Name: Edwin H. Garrison Jr.
Title: First Vice President
NATIONWIDE MUTUAL INSURANCE
COMPANY
By: /s/ Edwin P. McCausland, Jr.
Name: Edwin P. McCausland, Jr.
Title: Vice President
Fixed-Income Securities
STATE FARM LIFE INSURANCE COMPANY
By: /s/ John S. Conklin
Name: John S. Conklin
Title: Vice President - Fixed Income
By: /s/ Lyle Triebwasser
Name: Lyle Triebwasser
Title: Investment Officer
37<PAGE>
<PAGE>
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Warren Shank
Name: Warren Shank
Title: Counsel
By: /s/ Austin Ramzy
Name: Austin Ramzy
Title: Assistant Director
Investment Securities
NIPPON LIFE INSURANCE COMPANY
OF AMERICA, an Iowa corporation, by its
attorney in fact, Principal Mutual Life
Insurance Company, an Iowa corporation
By: /s/ Warren Shank
Name: Warren Shank
Title: Counsel
By: /s/ Austin Ramzy
Name: Austin Ramzy
Title: Assistant Director
Investment Securities
BERKSHIRE LIFE INSURANCE COMPANY
By: /s/ Ellen I. Whittaker
Name: Ellen I. Whittaker
Title: Investment Officer
38 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
AID ASSOCIATION FOR LUTHERANS $24,000,000
(1) All payments of principal, interest and premium on the account of the
security shall be made by wire transfer of immediately available funds
to:
CITIBANK, NYC/CUST.
ABA #021-000-089
DDA #36112805
Attn: John Colavito
Ref. Account #846647
Aid Association for Lutherans Custody Account
Ref. Information: security description, PPN, payable date, principal
and interest breakdown, and interest rate if variable rate
(2) All notices of payments and written confirmations of such wire
transfers:
Investment Department
Aid Association for Lutherans
4321 North Ballard Road
Appleton, WI 54919
AND
Income Collection and Disbursement
Ref. Account #846647
Aid Association for Lutherans Custody Account
Citicorp Services Inc.
1410 N. Westshore Blvd.
4th Floor
Tampa, FL 33607
(3) Deliver securities to:
Mr. Danny Reyes
Ref. Account #846647
Aid Association for Lutherans Custody Account
Citibank
Level C
20 Exchange Place
New York, NY 10043(4) All other communications:
Investment Department
Aid Association for Lutherans
4321 North Ballard Road
Appleton, WI 54919
Tax ID #39-0123480
Schedule A<PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
MUTUAL OF OMAHA INSURANCE COMPANY $11,000,000
(1) All payments by wire transfer of immediately available funds to:
First National Bank Omaha
ABA #1040-00016
16th & Dodge Streets
Omaha, NE 68102
For credit to:
Mutual of Omaha Insurance Company
Account #26-743587
For payment on:
Interest Amount:
Principal Amount:
(2) Address for delivery of securities:
Mutual of Omaha Insurance Company
Attention: Investments/Securities Accounting
Mutual of Omaha Plaza
Omaha, NE 68175
(3) All notices of payments and written confirmations of such wire
transfers:
Mutual of Omaha Insurance Company
Attention: Investments/Investment Accounting
Mutual of Omaha Plaza
Omaha, NE 68175
(4) All other communications:
Mutual of Omaha Insurance Company
Attention: Investment Division
Mutual of Omaha Plaza
Omaha, NE 68175
Tax Identification No. 47-0246511
Schedule A
2 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
UNITED OF OMAHA LIFE INSURANCE COMPANY $4,000,000
(1) All payments by wire transfer of immediately available funds to:
First Bank, N.A.
ABA #1040-0002-9
17th & Farnam Streets
Omaha, NE
For credit to:
United of Omaha Life Insurance Company
Account #1-487-1447-0769
For payment on:
Interest Amount:
Principal Amount:
(2) Address for delivery of securities:
United of Omaha Life Insurance Company
Attention: Investments/Securities Accounting
Mutual of Omaha Plaza
Omaha, NE 68175
(3) All notices of payments and written confirmations of such wire
transfers:
United of Omaha Life Insurance Company
Attention: Investments/Securities Accounting
Mutual of Omaha Plaza
Omaha, NE 68175
(4) All other communications:
United of Omaha Life Insurance Company
Attention: Investment Division
Mutual of Omaha Plaza
Omaha, NE 68175
Tax Identification No. 47-0322111
Schedule A
3 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
NATIONWIDE MUTUAL INSURANCE COMPANY $15,000,000
(1) All payments by wire transfer of immediately available funds to:
The Bank of New York
ABA# 021-000-018
BNF: IOC566
F/A/O Nationwide Mutual Insurance Company
Attn: P&I Department
PPN: 077459 A* 6
Security Description:
(2) Address for delivery of securities:
The Bank of New York
One Wall Street
3rd Floor - Window A
New York, NY 10286
F/A/O Nationwide Mutual Insurance Co. Acct# 264232
(3) All notices of payment and written confirmations of such wire
transfers and notices in respect of the security:
Nationwide Mutual Insurance Company
c/o The Bank of New York
P.O. Box 19266
Attn: P&I Department
Newark, NJ 07195
with a copy to:
Nationwide Mutual Insurance Company
Attn: Investment Accounting
One Nationwide Plaza (1-32-05)
Columbus, OH 43215-2220
(4) All other communications:
Nationwide Mutual Insurance Company
One Nationwide Plaza (1-33-07)
Columbus, OH 43215-2220
Attn: Corporate Fixed-Income Securities
Tax Identification No. 31-4177100
Schedule A
4 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
STATE FARM LIFE INSURANCE COMPANY $10,000,000
(1) All payments on account of the Notes shall be made by wire
transfer of immediately available funds to:
The Chase Manhattan Bank
FED ABA No. 021000021
SSG Private Income Processing
A/C #900-9-000200 For Credit to Account No. G-06893
Ref: Belden Inc.
6.92% Senior Notes, Series 1997-A, due August 11, 2009
PPN: 077459 A* 6
(2) Address for all notices in respect of payment:
State Farm Life Insurance Company
One State Farm Plaza
Investment Accounting Dept./D-2
Bloomington, IL 61710
(3) Address for all other correspondence:
State Farm Life Insurance Company
One State Farm Plaza
Investment Dept./E-10
Corporate Fixed Income
Bloomington, IL 61710
Tax Identification No. 37-0533090
Schedule A
5 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY $7,000,000
(1) All payments by wire transfer of immediately available funds to:
ABA 073 000 228
Norwest Bank Iowa, N.A.
7th and Walnut Streets
Des Moines, Iowa 50309
Account No.: 032395
OBI PFGSE (S) B61148()
Each wire transfer shall identify such payment as "Belden Inc., 6.92%
Notes due August 11, 2009" and include the PPN of the issue.
(2) All notices of payments and written confirmations of such wire
transfers:
Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0960
Attn: Investment Accounting and Treasury - Securities
Telefacsimile: (515) 248-2643
Confirmation: (515) 248-8301
(3) All other communications:
Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0800
Attn: Investment Department - Securities Division
Telefacsimile: (515) 248-2490
Confirmation: (515) 248-8495
Taxpayer ID # 42-0127290
Schedule A
6 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
NIPPON LIFE INSURANCE COMPANY OF AMERICA $1,000,000
(1) All payments by wire transfer of immediately available funds to:
ABA 073 000 228
Norwest Bank Iowa, N.A.
7th and Walnut Streets
Des Moines, Iowa 50309
Account No.: 7051775
OBI PFGSE (S) B61148()
Each wire transfer shall identify such payment as "Belden Inc., 6.92%
Notes due August 11, 2009" and include the PPN of the issue.
(2) All notices of payments and written confirmations of such wire
transfers:
Nippon Life Insurance Company of America
711 High Street
Des Moines, Iowa 50392-0960
Attn: Investment Accounting and Treasury - Securities
Telefacsimile: (515) 248-2643
Confirmation: (515) 248-8301
(3) All other communications:
Nippon Life Insurance Company of America
711 High Street
Des Moines, Iowa 50392-0800
Attn: Investment Department - Securities Division
Telefacsimile: (515) 248-2490
Confirmation: (515) 248-8495
Taxpayer ID # 04-2509896
Schedule A
7 <PAGE>
<PAGE>
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
BERKSHIRE LIFE INSURANCE COMPANY $3,000,000
(1) All payments on account of the Notes in accordance with the provisions
thereof and of this Agreement shall be transmitted by bank wire transfer of
Federal or other immediately available funds for credit to:
Berkshire Life Insurance Company
Account Number 002-4-020877
The Chase Manhattan Bank, N.A.
ABA #021000021
with sufficient information (including issuer, PPN, interest rate,
maturity and whether payment is of principal, premium or interest) to
identify the source and application of such funds.
(2) Copies of all notices and confirmation of payments and all other
communications shall be delivered or mailed to:
Berkshire Life Insurance Company
Attention: Securities Department
700 South Street
Pittsfield, MA 01201
Fax Number: (413) 443-9397
Phone Number: (413) 499-4321
Tax Identification No. 04-1083480
Schedule A
8 <PAGE>
<PAGE>
SCHEDULE B
DEFINED TERMS
As used herein, the following terms have the respective meanings
set forth below or set forth in the Section hereof following such term:
"Adjusted Consolidated Net Worth" means, as of any date,
consolidated stockholders' equity of the Company and its Restricted
Subsidiaries on such date, determined in accordance with GAAP, less (a)
minority interests and (b) the amount by which outstanding Restricted
Investments on such date exceed 20% of consolidated stockholders' equity.
"Affiliate" means, at any time, and with respect to any Person,
(a) any other Person that at such time directly or indirectly through one
or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or
equity interests of the Company or any Subsidiary or any corporation of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of any class of voting or
equity interests. As used in this definition, "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the
context otherwise clearly requires, any reference to an "Affiliate" is a
reference to an Affiliate of the Company.
"Belden Wire" is defined in Section 1.1.
"Belden Wire Guaranty" is defined in Section 1.1.
"Business Day" means (a) for the purposes of Section 8.6 only,
any day other than a Saturday, a Sunday or a day on which commercial banks
in New York City are required or authorized to be closed, and (b) for the
purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois
or New York City are required or authorized to be closed.
"Capital Lease" means, at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP.
"Closing" is defined in Section 3.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder from
time to time.
"Company" means Belden Inc., a Delaware corporation.
Schedule B <PAGE>
<PAGE>
"Confidential Information" is defined in Section 20.
"Consolidated Indebtedness" means, as of any date, Indebtedness
of the Company and its Restricted Subsidiaries as of such date determined
on a consolidated basis in accordance with GAAP.
"Consolidated Total Assets" means, as of any date, the assets and
properties of the Company and its Restricted Subsidiaries as of such date
determined on a consolidated basis in accordance with GAAP.
"Consolidated Total Capitalization" means, as of any date, the
sum of Consolidated Indebtedness and Adjusted Consolidated Net Worth as of
such date.
"Default" means an event or condition the occurrence or existence
of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.
"Default Rate" means that rate of interest that is the greater of
(i) 2% per annum above the rate of interest stated in clause (a) of the
first paragraph of the Notes or (ii) 2% over the rate of interest publicly
announced by Bank of America National Trust & Savings Association in
Chicago, Illinois as its "base" or "prime" rate.
"Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
but not limited to those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.
"ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the
Company under section 414 of the Code.
"Event of Default" is defined in Section 11.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America.
Schedule B
2 <PAGE>
<PAGE>
"Governmental Authority" means
(a) the government of
(i) the United States of America or any State or other
political subdivision thereof, or
(ii) any jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any
Subsidiary, or
(b) any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.
"Hazardous Material" means any and all pollutants, toxic or
hazardous wastes or any other substances that might pose a hazard to health
or safety, the removal of which may be required or the generation,
manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted,
prohibited or penalized by any applicable law (including, without
limitation, asbestos, urea formaldehyde foam insulation and polychlorinated
biphenyls).
"holder" means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company
pursuant to Section 13.1.
"Indebtedness" with respect to any Person means, at any time,
without duplication,
(a) its liabilities for borrowed money;
(b) its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable and other accrued
liabilities arising in the ordinary course of business but including
all liabilities created or arising under any conditional sale or other
title retention agreement with respect to any such property);
(c) all liabilities appearing on its balance sheet in accordance
with GAAP in respect of Capital Leases; and
(d) all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not it has
assumed or otherwise become liable for such liabilities).
Indebtedness of any Person shall include all obligations of such Person of
the character described in clauses (a) through (d) to the extent such
Person remains legally liable in respect thereof notwithstanding that any
Schedule B
3 <PAGE>
<PAGE>
such obligation is deemed to be extinguished under GAAP. Indebtedness of
any Person shall not include any Guaranty by such Person of Indebtedness.
Indebtedness of the Company or a Restricted Subsidiary shall not include
Indebtedness of the Company to a Restricted Subsidiary or Indebtedness of a
Restricted Subsidiary to the Company or to another Restricted Subsidiary.
For purposes of this definition of Indebtedness, "Guaranty" means, with
respect to any Person, any obligation of such Person guaranteeing or in
effect guaranteeing any indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including
(without limitation) obligations incurred through an agreement, contingent
or otherwise, by such Person: (a) to purchase such indebtedness or
obligation or any property constituting security therefor; (b) to advance
or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or
otherwise to advance or make available funds for the purchase or payment of
such indebtedness or obligation; (c) to lease properties or to purchase
properties or services primarily for the purpose of assuring the owner of
such indebtedness or obligation of the ability of any other Person to make
payment of the indebtedness or obligation; or (d) otherwise to assure the
owner of such indebtedness or obligation against loss in respect thereof.
"Institutional Investor" means (a) any original purchaser of a
Note, (b) any holder of a Note holding more than $2,000,000 in aggregate
principal amount of the Notes, and (c) any bank, trust company, savings and
loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any
other similar financial institution or entity, regardless of legal form.
"Investments" means all investments made, in cash or by delivery
of property, directly or indirectly, by any Person, in any other Person,
whether by acquisition of shares of capital stock, indebtedness or other
obligations or securities or by loan, advance, capital contribution or
otherwise.
"Lien" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or
title of any vendor, lessor, lender or other secured party to or of such
Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust
agreements and all similar arrangements).
"Make-Whole Amount" is defined in Section 8.6.
"Material" means material in relation to the business,
operations, affairs, financial condition, assets or properties of the
Company and its Restricted Subsidiaries taken as a whole.
"Material Adverse Effect" means a material adverse effect on (a)
the business, operations, affairs, financial condition, assets or
Schedule B
4 <PAGE>
<PAGE>
properties of the Company and its Restricted Subsidiaries taken as a whole,
or (b) the ability of the Company to perform its obligations under this
Agreement and the Notes, or (c) the ability of Belden Wire to perform its
obligations under the Belden Wire Guaranty, or (d) the validity or
enforceability of this Agreement, the Notes or the Belden Wire Guaranty.
"Material Restricted Subsidiary" means, as of the date of
determination, Belden Wire and any other Restricted Subsidiary the assets
or revenues of which account for more than 5% of the Consolidated Total
Assets of the Company and its Restricted Subsidiaries at the end of the
most recently ended fiscal period or more than 5% of the consolidated
revenues of the Company and its Restricted Subsidiaries for the most
recently completed four fiscal quarters.
"Memorandum" is defined in Section 5.3.
"Multiemployer Plan" means any Plan that is a "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA).
"Notes" is defined in Section 1.1.
"Officer's Certificate" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.
"Other Purchasers" is defined in Section 2.
"PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA or any successor thereto.
"Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.
"Plan" means an "employee benefit plan" (as defined in section
3(3) of ERISA) that is or, within the preceding five years, has been
established or maintained, or to which contributions are or, within the
preceding five years, have been made or required to be made, by the Company
or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.
"Priority Debt" means, as of any date, the sum (without
duplication) of (a) Indebtedness of Restricted Subsidiaries other than
Belden Wire on such date and (b) Indebtedness of the Company and its
Restricted Subsidiaries (including Belden Wire) secured by Liens permitted
by Section 10.2(i) on such date.
"property" or "properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible,
choate or inchoate.
Schedule B
5 <PAGE>
<PAGE>
"Purchaser" means each purchaser listed in Schedule A.
"QPAM Exemption" means Prohibited Transaction Class Exemption 84-
14 issued by the United States Department of Labor.
"Required Holders" means, at any time, the holders of at least a
majority in principal amount of the Notes at the time outstanding
(exclusive of Notes then owned by the Company or any of its Affiliates).
"Responsible Officer" means any Senior Financial Officer and any
other officer of the Company with responsibility for the administration of
the relevant portion of this agreement.
"Restricted Investments" means all Investments of the Company and
its Restricted Subsidiaries, other than:
(a) property or assets to be used or consumed in the ordinary
course of business;
(b) current assets arising from the sale of goods or services in
the ordinary course of business;
(c) Investments in Restricted Subsidiaries or in any Person
which, as a result thereof, becomes a Restricted Subsidiary;
(d) Investments existing as of the date of this Agreement which
are listed in the attached Schedule B-1;
(e) Investments in treasury stock;
(f) Investments in:
(i) obligations, maturing within one year from the date of
acquisition, of or fully guaranteed by (A) the United States of
America or an agency thereof or (B) Canada or a province thereof;
(ii) state or municipal securities (including auction rate
floaters and variable rate demand Notes), having an effective
maturity within one year from the date of acquisition, which are
rated in one of the top two rating classifications by at least
one nationally recognized rating agency;
(iii) certificates of deposit or banker's acceptances
maturing within one year from the date of acquisition of or
issued by Bank of America National Trust & Savings Association or
other commercial banks whose long-term unsecured debt obligations
(or the long-term unsecured debt obligations of the bank holding
company owning all of the capital stock of such bank) are rated
in one of the top two rating classifications by at least one
nationally recognized rating agency;
Schedule B
6 <PAGE>
<PAGE>
(iv) commercial paper maturing within 270 days from the date
of issuance which, at the time of acquisition, is rated in one of
the top two rating classifications by at least one credit rating
agency of recognized national standing;
(v) repurchase agreements, having a term of not more than
90 days and fully collateralized with obligations of the type
described in clause (i), with a bank satisfying the requirements
of clause (iii); and
(vi) money market instrument programs that are properly
classified as current assets in accordance with GAAP.
For purposes of this Agreement, an Investment shall be valued at the lesser
of (i) cost and (ii) the value at which such Investment is shown on the
books of the Company and its Restricted Subsidiaries in accordance with
GAAP.
"Restricted Subsidiary" means Belden Wire and any other
Subsidiary (a) of which at least a majority of the voting securities are
owned by the Company and/or one or more Wholly-Owned Restricted
Subsidiaries and of which the Company has management control and (b) which
the Company has designated a Restricted Subsidiary by notice in writing
(including designation in Section 5.4) given to the holders of the Notes
and (c) which has not been designated as a Restricted Subsidiary more than
once previously.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
"Senior Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.
"Series 1997-A Notes" is defined in Section 1.2.
"Source" is defined in Section 6.2
"Subsidiary" means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of
its Subsidiaries or such Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries (unless such partnership
can and does ordinarily take major business actions without the prior
approval of such Person or one or more of its Subsidiaries). Unless the
context otherwise clearly requires, any reference to a "Subsidiary" is a
reference to a Subsidiary of the Company.
Schedule B
7 <PAGE>
<PAGE>
"Supplement" is defined in Section 1.1.
"this Agreement" or "the Agreement" is defined in Section 17.3.
"Unrestricted Subsidiary" means any Subsidiary of the Company
that has not been designated a Restricted Subsidiary.
"Western Europe" means any of the following countries: Austria,
Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland,
the United Kingdom and any other country that hereafter joins the European
Union. Any country that terminates membership in the European Union will
still be considered a country of Western Europe.
"Wholly-Owned Subsidiary" means, at any time, any Subsidiary 100%
of all of the equity interests (except directors' qualifying shares) and
voting interests of which are owned by any one or more of the Company and
the Company's other Wholly-Owned Subsidiaries at such time.
Schedule B
8 <PAGE>
<PAGE>
SCHEDULE B-1
EXISTING INVESTMENTS
None.
Schedule B-1 <PAGE>
<PAGE>
SCHEDULE 4.9
CHANGES IN CORPORATE STRUCTURE
None.
Schedule 4.9 <PAGE>
<PAGE>
SCHEDULE 5.3
DISCLOSURE MATERIALS
None.
Schedule 5.3 <PAGE>
<PAGE>
SCHEDULE 5.4
SUBSIDIARIES AND OWNERSHIP OF SUBSIDIARY STOCK
1. List of Subsidiaries of Belden Inc.
a. Belden Wire & Cable Company ("BWC")
Incorporated in Delaware; 100% of capital stock is owned by
Belden Inc.
b. Belden (Canada) Inc.
Incorporated in Ontario, Canada; 100% of capital stock is
owned by BWC
c. Belden International, Inc. ("BII")
Incorporated in Delaware; 100% of capital stock is owned by
BWC
d. Belden Electronics S.a.r.l.
Incorporated in France; 99.8% of capital stock is owned by
BWC, .2% by BII
e. Belden Electronics GmbH
Incorporated in Germany; 100% of capital stock is owned by
BWC
f. Belden UK Limited
Incorporated in the United Kingdom; 100% of capital stock is
owned by BWC
g. Belden Foreign Sales Corporation
Incorporated in Barbados; 100% of capital stock is owned by
BWC
h. Belden Holdings, Inc.
Incorporated in Delaware; 100% of capital stock is owned by
BWC
i. Belden Europe B.V.
Incorporated in The Netherlands; 100% of capital stock is
owned by Belden Holdings, Inc.
j. Belden Wire & Cable B.V.
Incorporate in The Netherlands; 100% of capital stock is
owned by Belden Europe B.V.
k. Grupo Belden Mexicana S.A. de C.V.
Incorporated in Mexico; 98% of capital stock is owned by
BWC, 2% by BII
Schedule 5.4 <PAGE>
<PAGE>
l. Belden Electronics, S.A. de C.V.
Incorporated in Mexico; 98% of capital stock is owned by
BWC, 2% by BII
m. Belden Brasil Comercial LTDA
Incorporated in Brazil; 50% of capital stock is owned by
BWC, 50% by BII
2. List of Affiliated of Belden Inc.
To the Company's knowledge, none other than listed in 1 above and
3 below.
3. List of Company's Directors and Senior Officers
a. Directors
Joseph R. Coppola; Christopher I. Byrnes; John R. DallePezze; Alan E.
Riedel; Lorne D. Bain; Bernard G. Rethore; and C. Baker Cunningham
b. Senior Officers
C. Baker Cunningham-Chairman of the Board, President, and Chief
Executive Officer
Richard K. Reece-Vice President, Finance, Treasurer and Chief
Financial Officer
Peter J. Wickman-Vice President, Operations
Kevin L. Bloomfield-Vice President, Secretary and General counsel
Cathy Odom Staples-Vice President, Human Resources
Larry E. Fast-Vice President and General Manager, Cord Products
Division of Belden Wire & Cable Company
Paul M. Schlessman-Vice President and General Manager, Alpha Wire
Division of Belden Wire & Cable Company
Schedule 5.4
2 <PAGE>
<PAGE>
SCHEDULE 5.5
FINANCIAL STATEMENTS
1. Consolidated Financial Statements for the year ended December 31, 1996
2. Consolidated Financial Statements for the year ended December 31, 1995
3. Consolidated Financial Statements for the year ended December 31, 1994
4. Consolidated Financial Statements for the year ended December 31, 1993
5. Consolidated Financial Statements for the year ended December 31, 1992
6. Consolidated Financial Statements for the three months ended March 31,
1997
Schedule 5.5 <PAGE>
<PAGE>
SCHEDULE 5.8
CERTAIN LITIGATION
The Furon Company has filed a lawsuit against Belden Wire & Cable Company
("BWC"), claiming that it is infringing a Furon patent. BWC intends to
vigorously defend its position.
Schedule 5.8 <PAGE>
<PAGE>
SCHEDULE 5.11
LICENSES, PERMITS, ETC.
The Furon Company has filed a lawsuit against Belden Wire & Cable Company
("BWC"), claiming that it is infringing a Furon patent. BWC intends to
vigorously defend its position.
Schedule 5.11 <PAGE>
<PAGE>
SCHEDULE 5.12(b)
BENEFIT LIABILITIES
"Top Hat Plans"
1. Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan -
aggregate benefit liabilities of $375,000 as of December 31, 1996.
2. Belden Wire & Cable Company Supplemental Excess Defined Contribution
Plan - aggregate benefit liabilities of $352,000 as of December 31,
1996.
3. Belden Wire & Cable Company Management Incentive Compensation Deferral
Plan - aggregate benefit liabilities of $0 as of December 31, 1996.
Schedule 5.12(b) <PAGE>
<PAGE>
SCHEDULE 5.14
USE OF PROCEEDS
The proceeds from the Notes will be used for general corporate purposes of
the Company and its Subsidiaries, including to repay existing indebtedness
of the Company and its Subsidiaries.
Schedule 5.14 <PAGE>
<PAGE>
SCHEDULE 5.15
EXISTING INDEBTEDNESS
Below is a complete and correct list of all outstanding Indebtedness of the
Company and its Restricted Subsidiaries:
Outstanding
Obligation Indebtedness as of
July 31, 1997
Multicurrency revolving credit agreement, dated $125,519,600
November 18, 1996, among Belden Wire & Cable
Company, as borrower, certain financial institutions
party thereto, and Bank of America National Trust
and Savings Association, as agent.
Multicurrency credit agreement, dated March 9, 1995, 1,088,100
among Belden Wire & Cable Company, as co-borrower,
Belden (Canada) Inc., as co-borrower, and Royal Bank
of Canada, as lender. Borrowing arrangements under
this agreement are uncommitted and Royal Bank of
Canada has no obligation to make any advance under
this agreement.
Multicurrency promissory note of Belden Wire & Cable 2,528,200
Company, dated January 21, 1997, payable to Wachovia
Bank of Georgia, N.A. Borrowing arrangements under
this note are uncommitted and Wachovia Bank of
Georgia, N.A. has no obligation to make any advance
under this note.
Overdraft facility in current account, dated July 5, 1,495,656
1995, between Belden Wire & Cable B.V., as borrower,
and ABN AMRO Bank N.V., as lender. Borrowing
arrangements under this facility are uncommitted and
ABN AMRO Bank N.V. has no obligation to make any
advances under this facility.
Overdraft facility in current account, dated April 1,217,141
20, 1995, between Belden Wire & Cable B.V., as
borrower, and Internationale Nederlanden Bank N.V.,
as lender. Borrowing arrangements under this
facility are uncommitted and Internationale
Nederlanden Bank N.V. has no obligation to made any
advance under this facility.
Schedule 5.15 <PAGE>
<PAGE>
SCHEDULE 10.2
EXISTING LIENS
None.
Schedule 10.2 <PAGE>
<PAGE>
EXHIBIT 1.1-A
[FORM OF NOTE]
BELDEN INC.
[____]% SENIOR NOTE DUE [__________, ____]
No. [_____] [Date]
$[_______] PPN[______________]
FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called
the "Company"), a corporation organized and existing under the laws of the
State of Delaware, promises to pay to [_____________________], or
registered assigns, the principal sum of $[_________________________] on
[___________], [_________], with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the rate
of [____]% per annum from the date hereof, payable semiannually, on
[______] [____] and [______][____] in each year, commencing with the
[______] [____] or [______] [____] next succeeding the date hereof, until
the principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) [_____]% or (ii) 2% over the rate of
interest publicly announced by Bank of America National Trust & Savings
Association from time to time in Chicago, Illinois as its "base" or "prime"
rate.
Payments of principal of, interest on and any Make-Whole Amount
with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America National Trust
& Savings Association in Chicago, Illinois or at such other place as the
Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement dated as of August 1,
1997 [and a Supplement thereto dated as of [_________], [______]](as from
time to time further amended and supplemented, the "Note Purchase
Agreement"), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Exhibit 1.1-A <PAGE>
<PAGE>
Agreement and (ii) to have made the representation set forth in Section 6.2
of the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder's attorney
duly authorized in writing, a new Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person
in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not
be affected by any notice to the contrary.
[The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement.] This
Note is [also] subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreements but not otherwise.
If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.
BELDEN INC.
By:__________________________
Title:_______________________
GUARANTY ENDORSEMENT
Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase
Agreement, is guaranteed pursuant to the terms of a Guaranty dated
[ ], 1997 of Belden Wire & Cable Company.
Exhibit 1.1-A
2 <PAGE>
<PAGE>
EXHIBIT 1.1-B
[FORM OF BELDEN WIRE GUARANTY]
SERIES [ ] GUARANTY
THIS GUARANTY (this "Guaranty") dated [ ], 1997 is made by
Belden Wire & Cable Company, a Delaware corporation (the "Guarantor"), in
favor of the holders from time to time of the Series [ ] Notes
hereinafter referred to, including each purchaser named in the Note
Purchase Agreement [or supplement thereto] hereinafter referred to, and
their respective successors and assigns (collectively, the "Holders" and
each individually, a "Holder").
W I T N E S S E T H:
WHEREAS, Belden Inc., a Delaware corporation (the "Company"), and the
initial Holders have entered into a [Supplement dated _________, ____ to]
[Note Purchase Agreement dated as of August 1, 1997] (the Note Purchase
Agreement [as so supplemented and] as [further] amended, supplemented,
restated or otherwise modified from time to time in accordance with its
terms and in effect, the "Note Purchase Agreement");
WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of up to $200,000,000 aggregate principal amount of Notes (as
defined in the Note Purchase Agreement) in series [of which $
have heretofore been issued] and the Company has authorized the issuance
and sale of $[ ] aggregate principal amount of Series
[ ] Notes to the Purchasers;
WHEREAS, the Company owns all of the issued and outstanding capital
stock of the Guarantor and, by virtue of such ownership and otherwise, the
Guarantor will derive substantial benefits from the purchase by the Holders
of the Company's Series [ ] Notes;
WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Series [ ] Notes that the Guarantor shall have
executed and delivered this Guaranty to the Holders and it is and will be a
condition to the sale of subsequent series of the Notes that a
substantially identical Guaranty run in favor of the holders of such
subsequent series of Notes; and
WHEREAS, the Guarantor desires to execute and deliver this Guaranty to
satisfy the conditions described in the preceding paragraph;
Exhibit 1.1-B <PAGE>
<PAGE>
NOW, THEREFORE, in consideration of the premises and other benefits to
the Guarantor, and of the purchase of the Company's Series [ ] Notes
by the Holders, and for other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the Guarantor makes this
Guaranty as follows:
SECTION 1. Definitions. Any capitalized terms not otherwise herein
defined shall have the meanings attributed to them in the Note Purchase
Agreement.
SECTION 2. Guaranty. The Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the
Company of the principal of, Make-Whole Amount, if any, and interest on,
and each other amount due under, the Series [ ] Notes or the Note
Purchase Agreement, when and as the same shall become due and payable
(whether at stated maturity or by required or optional prepayment or by
declaration or otherwise) in accordance with the terms of the Series [
] Notes and the Note Purchase Agreement (the Series [ ] Notes and
the Note Purchase Agreement being sometimes hereinafter collectively
referred to as the "Note Documents" and the amounts payable by the Company
under the Note Documents, and all other monetary obligations of the Company
thereunder, being sometimes collectively hereinafter referred to as the
"Obligations"). This Guaranty is a guaranty of payment and not just of
collectibility and is in no way conditioned or contingent upon any attempt
to collect from the Company or upon any other event, contingency or
circumstance whatsoever. If for any reason whatsoever the Company shall
fail or be unable duly, punctually and fully to pay such amounts as and
when the same shall become due and payable and any Holder shall notify the
Guarantor that all Series [ ] Notes held by such Holder or all
outstanding Series [ ] Notes are subject to acceleration under
Section 12.1 of the Note Purchase Agreement, the Guarantor, without demand,
presentment, protest or notice of any kind, will forthwith pay or cause to
be paid such amounts to the Holders under the terms of such Note Documents,
in lawful money of the United States, at the place specified in the Note
Purchase Agreement, or perform or comply with the same or cause the same to
be performed or complied with, together with interest (to the extent
provided for under such Note Documents) on any amount due and owing from
the Company. The Guarantor, promptly after demand, will pay to the Holders
the reasonable costs and expenses of collecting such amounts or otherwise
enforcing this Guaranty, including, without limitation, the reasonable fees
and expenses of counsel. The right of recovery against the Guarantor under
this Guaranty is, however, limited to the Fair Net Worth of the Guarantor,
as of the date of any determination thereof, less $20,000. For purposes of
this Guaranty, the "Fair Net Worth" of the Guarantor shall mean an amount
equal to the fair saleable value of the Guarantor's assets, net of all
obligations of the Guarantor owed to third parties (other than the
Guarantor's liabilities under this Guaranty), including all liabilities,
whether fixed or contingent, direct or indirect, disputed or undisputed,
secured or unsecured, and whether or not required to be reflected on a
Exhibit 1.1-B
2 <PAGE>
<PAGE>
balance sheet prepared in accordance with generally accepted accounting
principles.
SECTION 3. Guarantor's Obligations Unconditional. The obligations of
the Guarantor under this Guaranty shall be primary, absolute and
unconditional obligations of the Guarantor, shall not be subject to any
counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim the
Guarantor or any other person may have against the Company or any other
person, and to the full extent permitted by applicable law shall remain in
full force and effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or condition
whatsoever (whether or not the Guarantor or the Company shall have any
knowledge or notice thereof), including:
(a) any termination, amendment or modification of or deletion
from or addition or supplement to or other change in any of the Note
Documents or any other instrument or agreement applicable to any of
the parties to any of the Note Documents;
(b) any furnishing or acceptance of any security, or any release
of any security, for the Obligations, or the failure of any security
or the failure of any person to perfect any interest in any
collateral;
(c) any failure, omission or delay on the part of the Company to
conform or comply with any term of any of the Note Documents or any
other instrument or agreement referred to in paragraph (a) above,
including, without limitation, failure to give notice to the Guarantor
of the occurrence of a "Default" or an "Event of Default" under any
Note Document;
(d) any waiver of the payment, performance or observance of any
of the obligations, conditions, covenants or agreements contained in
any Note Document, or any other waiver, consent, extension,
indulgence, compromise, settlement, release or other action or
inaction under or in respect of any of the Note Documents or any other
instrument or agreement referred to in paragraph (a) above or any
obligation or liability of the Company, or any exercise or non-
exercise of any right, remedy, power or privilege under or in respect
of any such instrument or agreement or any such obligation or
liability;
(e) any failure, omission or delay on the part of any of the
Holders to enforce, assert or exercise any right, power or remedy
conferred on such Holder in this Guaranty, or any such failure,
omission or delay on the part of such Holder in connection with any
Note Document, or any other action on the part of such Holder;
Exhibit 1.1-B
3 <PAGE>
<PAGE>
(f) any voluntary or involuntary bankruptcy, insolvency,
reorganization, arrangement, readjustment, assignment for the benefit
of creditors, composition, receivership, conservatorship,
custodianship, liquidation, marshaling of assets and liabilities or
similar proceedings with respect to the Company, the Guarantor or to
any other person or any of their respective properties or creditors,
or any action taken by any trustee or receiver or by any court in any
such proceeding;
(g) any discharge, termination, cancellation, frustration,
irregularity, invalidity or unenforceability, in whole or in part, of
any of the Note Documents or any other agreement or instrument
referred to in paragraph (a) above or any term hereof;
(h) any merger or consolidation of the Company or the Guarantor
into or with any other corporation, or any sale, lease or transfer of
any of the assets of the Company or the Guarantor to any other person;
(i) any change in the ownership of any shares of capital stock
of the Company or any change in the corporate relationship between the
Company and the Guarantor, or any termination of such relationship;
(j) any release or discharge, by operation of law, of the
Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Guaranty; or
(k) any other occurrence, circumstance, happening or event
whatsoever, whether similar or dissimilar to the foregoing, whether
foreseen or unforeseen, and any other circumstance which might
otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which might otherwise limit
recourse against the Guarantor.
Notwithstanding any other provision contained in this Guaranty, the
Guarantor's liability with respect to the principal amount of the Series [
] Notes shall be no greater than the liability of the Company with
respect thereto.
SECTION 4. Full Recourse Obligations. The obligations of the
Guarantor set forth herein constitute the full recourse obligations of the
Guarantor enforceable against it to the full extent of all its assets and
properties.
SECTION 5. Waiver. The Guarantor unconditionally waives, to the
extent permitted by applicable law, (a) notice of any of the matters
referred to in Section 3, (b) notice to the Guarantor of the incurrence of
any of the Obligations, notice to the Guarantor or the Company of any
breach or default by the Company with respect to any of the Obligations or
any other notice that may be required, by statute, rule of law or
Exhibit 1.1-B
4 <PAGE>
<PAGE>
otherwise, to preserve any rights of the Holders against the Guarantor,
(c) presentment to or demand of payment from the Company or the Guarantor
with respect to any amount due under any Note Document or protest for
nonpayment or dishonor, (d) any right to the enforcement, assertion or
exercise by any of the Holders of any right, power, privilege or remedy
conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the
Holders, (f) any requirement to exhaust any remedies or to mitigate the
damages resulting from any default under any Note Document, (g) any notice
of any sale, transfer or other disposition by any of the Holders of any
right, title to or interest in the Note Purchase Agreement or in any other
Note Document and (h) any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge, release or defense of
a guarantor or surety or which might otherwise limit recourse against the
Guarantor.
SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity.
Until one year and one day after all Obligations have been indefeasibly
paid in full, the Guarantor agrees not to take any action pursuant to any
rights which may have arisen in connection with this Guaranty to be
subrogated to any of the rights (whether contractual, under the United
States Bankruptcy Code, as amended, including Section 509 thereof, under
common law or otherwise) of any of the Holders against the Company or
against any collateral security or guaranty or right of offset held by the
Holders for the payment of the Obligations. Until one year and one day
after all Obligations have been indefeasibly paid in full, the Guarantor
agrees not to take any action pursuant to any contractual, common law,
statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty. So long as the Obligations
remain, if any amount shall be paid by or on behalf of the Company to the
Guarantor on account of any of the rights waived in this paragraph, such
amount shall be held by the Guarantor in trust, segregated from other funds
of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be
turned over to the Holders (duly endorsed by such Guarantor to the Holders,
if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Holders may determine. The provisions of
this paragraph shall survive the term of this Guaranty and the payment in
full of the Obligations.
SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty
shall continue to be effective or be automatically reinstated, as the case
may be, if at any time payment, in whole or in part, of any of the sums due
to any of the Holders pursuant to the terms of the Note Purchase Agreement
or any other Note Document is rescinded or must otherwise be restored or
returned by such Holder upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any other person, or upon
or as a result of the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to the Company or other
Exhibit 1.1-B
5 <PAGE>
<PAGE>
person or any substantial part of its property, or otherwise, all as though
such payment had not been made. If an event permitting the acceleration of
the maturity of the principal amount of the Series [ ] Notes shall
at any time have occurred and be continuing, and such acceleration shall at
such time be prevented by reason of the pendency against the Company or any
other person of a case or proceeding under a bankruptcy or insolvency law,
the Guarantor agrees that, for purposes of this Guaranty and its
obligations hereunder, the maturity of the principal amount of the Series [
] Notes and all other Obligations shall be deemed to have been
accelerated with the same effect as if any Holder had accelerated the same
in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and the Guarantor shall forthwith pay such
principal amount, Make-Whole Amount, if any, and interest thereon and any
other amounts guaranteed hereunder without further notice or demand.
SECTION 8. Term of Agreement. This Guaranty and all guaranties,
covenants and agreements of the Guarantor contained herein shall continue
in full force and effect and shall not be discharged until such time as all
of the Obligations shall be paid and performed in full and all of the
agreements of the Guarantor hereunder shall be duly paid and performed in
full.
SECTION 9. Representations and Warranties. The Guarantor represents
and warrants to each Holder that:
(a) the Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
and has the corporate power and authority to own and operate its
property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged;
(b) the Guarantor has the corporate power and authority and the
legal right to execute and deliver, and to perform its obligations
under, this Guaranty, and has taken all necessary corporate action to
authorize its execution, delivery and performance of this Guaranty;
(c) this Guaranty constitutes a legal, valid and binding
obligation of the Guarantor enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(d) the execution, delivery and performance of this Guaranty
will not violate any provision of any requirement of law or material
contractual obligation of the Guarantor and will not result in or
require the creation or imposition of any Lien on any of the
properties, revenues or assets of the Guarantor pursuant to the
Exhibit 1.1-B
6 <PAGE>
<PAGE>
provisions of any material contractual obligation of such Guarantor or
any requirement of law;
(e) no consent or authorization of, filing with, or other act by
or in respect of, any arbitrator or governmental authority is required
in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty;
(f) no litigation, investigation or proceeding of or before any
arbitrator or governmental authority is pending or, to the knowledge
of the Guarantor, threatened by or against the Guarantor or any of its
properties or revenues (i) with respect to this Guaranty or any of the
transactions contemplated hereby or (ii) which could reasonably be
expected to have a material adverse effect upon the business,
operations or financial condition of the Guarantor and its
subsidiaries taken as a whole;
(g) the execution, delivery and performance of this Guaranty
will not violate any provision of any order, judgment, writ, award or
decree of any court, arbitrator or Governmental Authority, domestic or
foreign, or of the charter or by-laws of the Guarantor or of any
securities issued by the Guarantor; and
(h) after giving effect to the transactions contemplated herein,
(i) the present fair salable value of the assets of the Guarantor is
in excess of the amount that will be required to pay its probable
liability on its existing debts as said debts become absolute and
matured, (ii) the Guarantor has received reasonably equivalent value
for executing and delivering this Guaranty, (iii) the property
remaining in the hands of the Guarantor is not an unreasonably small
capital, and (iv) the Guarantor is able to pay its debts as they
mature
SECTION 10. Notices. All notices under the terms and provisions
hereof shall be in writing, and shall be delivered or sent by telex or
telecopy or mailed by first-class mail, postage prepaid, addressed (a) if
to the Company or any Holder at the address set forth in the Note Purchase
Agreement or (b) if to the Guarantor, at:
Belden Wire & Cable Company
c/o Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, MO 63105
or at such other address as the Guarantor shall from time to time designate
in writing to the Holders. Any notice so addressed shall be deemed to be
given when actually received. SECTION 11. Survival. All warranties,
representations and covenants made by the Guarantor herein or in any
Exhibit 1.1-B
7 <PAGE>
<PAGE>
certificate or other instrument delivered by it or on its behalf hereunder
shall be considered to have been relied upon by the Holders and shall
survive the execution and delivery of this Guaranty, regardless of any
investigation made by any of the Holders. All statements in any such
certificate or other instrument shall constitute warranties and
representations by the Guarantor hereunder.
SECTION 12. Miscellaneous. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the Guarantor
hereby waives any provision of law that renders any provisions hereof
prohibited or unenforceable in any respect. The terms of this Guaranty
shall be binding upon, and inure to the benefit of, the Guarantor and the
Holders and their respective successors and assigns. No term or provision
of this Guaranty may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the Guarantor and the
Holders. The section and paragraph headings in this Guaranty and the table
of contents are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof, and all
references herein to numbered sections, unless otherwise indicated, are to
sections in this Guaranty. This Guaranty shall in all respects be governed
by, and construed in accordance with, the laws of the State of Illinois,
including all matters of construction, validity and performance.
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
duly executed as of the day and year first above written.
BELDEN WIRE & CABLE COMPANY
By:__________________________
Title:_______________________
Exhibit 1.1-B
8 <PAGE>
<PAGE>
EXHIBIT 1.1-C
[FORM OF SUPPLEMENT]
SUPPLEMENT TO NOTE PURCHASE AGREEMENT
THIS SUPPLEMENT is entered into as of [ ], [ ]
(this "Supplement") between Belden Inc., a Delaware corporation (the
"Company"), and the Purchasers listed in the attached Schedule A (the
"Purchasers").
R E C I T A L S
A. The Company has entered into a Note Purchase Agreement dated as
of August 1, 1997 with the purchasers listed in Schedule A thereto [and one
or more supplements or amendments thereto] (as heretofore amended and
supplemented, the "Note Purchase Agreement"); and
B. The Company desires to issue and sell, and the Purchasers desire
to purchase, an additional series of Notes (as defined in the Note Purchase
Agreement) pursuant to the Note Purchase Agreement and in accordance with
the terms set forth below;
NOW, THEREFORE, the Company and the Purchasers agree as follows:
1. Authorization of the New Series of Notes. The Company has
authorized the issue and sale of $[ ] aggregate principal
amount of Notes to be designated as its [__]% Senior Notes, Series [
], due [ ], [ ] (the "Series [ ] Notes", such term to include any
such Notes issued in substitution therefor pursuant to Section 13 of the
Note Purchase Agreement). The Series [ ] Notes shall be
substantially in the form set out in Exhibit 1, with such changes
therefrom, if any, as may be approved by you and the Company.
2. Sale and Purchase of Series [ ] Notes. Subject to the terms and
conditions of this Supplement and the Note Purchase Agreement, the Company
will issue and sell to each of the Purchasers, and the Purchasers will
purchase from the Company, at the Closing provided for in Section 3, Series
[ ] Notes in the principal amount specified opposite their respective
names in Schedule A at the purchase price of 100% of the principal amount
thereof. The obligations of the Purchasers hereunder are several and not
joint obligations and no Purchaser shall have any liability to any Person
for the performance or non-performance by any other Purchaser hereunder.
3. Closing. The sale and purchase of the Series [ ] Notes to be
purchased by the Purchasers shall occur at the offices of Gardner, Carton &
Exhibit 1.1-C <PAGE>
<PAGE>
Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago,
Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the "Closing") on
[ ], [ ] or on such other Business Day thereafter on or prior to [
], [ ] as may be agreed upon by the Company and the Purchasers. At
the Closing the Company will deliver to each Purchaser the Series [ ]
Notes to be purchased by it in the form of a single Note (or such greater
number of Series [ ] Notes in denominations of at least $500,000 as such
Purchaser may request) dated the date of the Closing and registered in its
name (or in the name of its nominee), against delivery by such Purchaser to
the Company or its order of immediately available funds in the amount of
the purchase price therefor by wire transfer of immediately available funds
for the account of the Company to account number [__________] at
[_________________] Bank, [Insert Bank address, ABA number for wire
transfers, and any other relevant wire transfer information]. If at the
Closing the Company shall fail to tender such Series [ ] Notes to a
Purchaser as provided above in this Section 3, or any of the conditions
specified in Section 4 of the Note Purchase Agreement, as modified or
expanded by Section 4 hereof, shall not have been fulfilled to such
Purchaser's satisfaction, such Purchaser shall, at its election, be
relieved of all further obligations under this Agreement, without thereby
waiving any rights it may have by reason of such failure or such
nonfulfillment.
4. Conditions to Closing. Each Purchasers obligation to purchase
and pay for the Series [ ] Notes to be sold to it at the Closing is
subject to the fulfillment to its satisfaction, prior to or at the Closing,
of the conditions set forth in Section 4 of the Note Purchase Agreement, as
hereafter modified, and to the following additional conditions:
[Set forth any modifications and additional conditions.]
5. Representations and Warranties of the Company. The Company
represents and warrants to the Purchasers that each of the representations
and warranties contained in Section 5 of the Note Purchase Agreement is
true and correct as of the date hereof (i) except that all references to
"Purchaser" and "you" therein shall be deemed to refer to the Purchasers
hereunder, all references to "this Agreement" shall be deemed to refer to
the Note Purchase Agreement as supplemented by this Supplement, all
references to "Notes" therein shall be deemed to include the Series [ ]
Notes, and (ii) except for changes to such representations and warranties
or the Schedules referred to therein, which changes are set forth in the
attached Schedule 5.
6. Representations of the Purchasers. Each Purchaser confirms to
the Company that the representations set forth in Section 6 of the Note
Purchase Agreement are true and correct as to such Purchaser.
7. Mandatory Prepayment of the Series [ ] Notes. [The Series [ ]
Notes are not subject to mandatory prepayment by the Company.] [On [
], [ ] and on each [ ] thereafter to and including [ ], [
Exhibit 1.1-C
2 <PAGE>
<PAGE>
] the Company will prepay $[ ] principal amount (or such
lesser principal amount as shall then be outstanding) of the Series [ ]
Notes at par and without payment of the Make-Whole Amount or any premium.]
8. Applicability of Note Purchase Agreement. Except as otherwise
expressly provided herein (and expressly permitted by the Note Purchase
Agreement), all of the provisions of the Note Purchase Agreement are
incorporated by reference herein and shall apply to the Series [ ] Notes
as if expressly set forth in this Supplement.
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Supplement to be executed and delivered as of the date set forth above.
BELDEN INC.
By:
Title:
[ADD PURCHASER SIGNATURE BLOCKS]
Exhibit 1.1-C
3 <PAGE>
<PAGE>
Schedule A
to Supplement
INFORMATION RELATING TO PURCHASERS
Principal Amount of Series
Name and Address of Purchaser [ ] Notes to be Purchased
[NAME OF PURCHASER] $
(1) All payments by wire transfer
of immediately available
funds to:
with sufficient information
to identify the source and
application of such funds.
(2) All notices of payments and
written confirmations of such
wire transfers:
(3) All other communications:
Exhibit 1.1-C
4 <PAGE>
<PAGE>
Schedule 5
to Supplement
EXCEPTIONS TO REPRESENTATIONS
AND WARRANTIES
Exhibit 1.1-C
5 <PAGE>
<PAGE>
Exhibit 1 to
Supplement
[FORM OF SERIES [ ] NOTE]
Exhibit 1.1-C
6 <PAGE>
<PAGE>
EXHIBIT 1.2
[FORM OF SERIES 1997-A NOTE]
BELDEN INC.
6.92% Senior Note,
Due August 11, 2009
No. [_____] [Date]
$[_______] PPN[______________]
FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called
the "Company"), a corporation organized and existing under the laws of the
State of Delaware, promises to pay to [ ], or
registered assigns, the principal sum of $[ ] on August 11, 2009,
with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 6.92% per annum
from the date hereof, payable semiannually, on February 11 and August 11 in
each year, commencing with the February 11 or August 11 next succeeding the
date hereof, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law on any overdue payment (including
any overdue prepayment) of principal, any overdue payment of interest and
any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate
per annum from time to time equal to the greater of (i) 8.92% or (ii) 2%
over the rate of interest publicly announced by Bank of America National
Trust & Savings Association from time to time in Chicago, Illinois as its
"base" or "prime" rate.
Payments of principal of, interest on and any Make-Whole Amount
with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America National Trust
& Savings Association in Chicago, Illinois or at such other place as the
Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Notes (herein called the "Notes")
issued pursuant to a Note Purchase Agreement, dated as of August 1, 1997 as
from time to time amended and supplemented, the "Note Purchase Agreement"),
between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed,
by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii)
to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.
This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration
Exhibit 1.2 <PAGE>
<PAGE>
of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to
due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company
will not be affected by any notice to the contrary.
The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement. This
Note is also subject to optional prepayment, in whole or from time to time
in part, at the times and on the terms specified in the Note Purchase
Agreement but not otherwise.
If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.
BELDEN INC.
By:
Title:
GUARANTY ENDORSEMENT
Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase
Agreement, is guaranteed pursuant to the terms of a Guaranty dated
[ ], 1997 of Belden Wire & Cable Company.
Exhibit 1.2
2 <PAGE>
<PAGE>
EXHIBIT 4.4(a)
FORM OF OPINION OF COUNSEL
TO THE COMPANY
The opinion of Kevin L. Bloomfield, Vice President, Secretary and
General Counsel of the Company, shall be to the effect that:
1. Each of the Company and Belden Wire, and each Subsidiary
incorporated under the laws of the United States or any state thereof,
including the District of Columbia, is a corporation duly incorporated,
validly existing in good standing under the laws of Delaware, and each has
all requisite corporate power and authority to own and operate its
properties, to carry on its business as now conducted, and, in the case of
the Company, to enter into and perform the Note Purchase Agreement and to
issue and sell the Notes, and, in the case of Belden Wire, to execute,
deliver and perform the Belden Wire Guaranty.
2. The Note Purchase Agreement and the Notes have been duly
authorized by proper corporate action on the part of the Company, have been
duly executed and delivered by an authorized officer of the Company, and
constitute the legal, valid and binding agreements of the Company,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating
to or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.
3. The Belden Wire Guaranty has been duly authorized by proper
corporate action on the part of Belden Wire, has been duly executed and
delivered by an authorized officer of Belden Wire, and constitutes the
legal, valid and binding obligation of Belden Wire, enforceable in
accordance with its terms, except to the extent the enforcement thereof may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws of general application relating
to or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.
4. The offering, sale and delivery of the Notes and delivery of the
Belden Wire Guaranty do not require the registration of the Notes or the
Belden Wire Guaranty under the Securities Act of 1933, as amended, or the
qualification of an indenture under the Trust Indenture Act of 1939, as
amended.
5. Except for filing a copy of the Note Purchase Agreement as an
exhibit to the Company's periodic reports under the Securities Act of 1934,
as amended, no authorization, approval or consent of, and no designation,
filing, declaration, registration and/or qualification with,
Exhibit 4.4(a) <PAGE>
<PAGE>
any Governmental Authority is necessary or required in connection with the
execution, delivery and performance by the Company of the Note Purchase
Agreement or the offering, issuance and sale by the Company of the Notes,
and no authorization, approval or consent of, and no designation, filing,
declaration, registration and/or qualification with, any Governmental
Authority is necessary or required in connection with the execution,
delivery and performance by Belden Wire of the Belden Wire Guaranty.
6. The issuance and sale of the Notes by the Company, the
performance of the terms and conditions of the Notes and the Note Purchase
Agreement and the execution and delivery of the Note Purchase Agreement do
not conflict with, or result in any breach or violation of any of the
provisions of, or constitute a default under, or result in the creation or
imposition of any Lien on, the property of the Company or any Subsidiary
pursuant to the provisions of (i) the Certificate of Incorporation or By-
laws of the Company or any Subsidiary, (ii) any loan agreement known to
such counsel to which the Company or any Subsidiary is a party or by which
any of them or their property is bound, (iii) any other Material agreement
or instrument known to such counsel to which the Company or any Subsidiary
is a party or by which any of them or their property is bound, (iv) any law
(including usury laws) or regulation applicable to the Company, or (v) to
the knowledge of such counsel, any order, writ, injunction or decree of any
court or Governmental Authority applicable to the Company.
7. The execution, delivery and performance of the Belden Wire
Guaranty will not conflict with, or result in any breach or violation of
any of the provisions of, or constitute a default under, or result in the
creation or imposition of any Lien on, the property of Belden Wire pursuant
to the provisions of (i) the Certificate of Incorporation or By-laws of
Belden Wire, (ii) any loan agreement known to such counsel to which Belden
Wire is a party or by which it or its property is bound, (iii) any other
Material agreement or instrument known to such counsel to which Belden Wire
is a party or by which it or its property is bound, (iv) any law or
regulation applicable to Belden Wire, or (v) to the knowledge of such
counsel, any order, writ, injunction or decree of any court or Governmental
Authority applicable to Belden Wire.
8. All of the issued and outstanding shares of capital stock of each
Subsidiary incorporated in the United States or any state thereof,
including the District of Columbia, have been duly and validly issued, are
fully paid and nonassessable and, except as disclosed in Schedule 5.4 to
the Note Purchase Agreement, are owned directly or indirectly by the
Company free and clear of any perfected pledge or, to the knowledge of such
counsel, any other perfected Lien.
9. Except as disclosed in Schedule 5.8 to the Note Purchase
Agreement, there are no actions, suits or proceedings pending, or, to such
counsel's knowledge, threatened against, or affecting the Company or any
Subsidiary, at law or in equity or before or by any Governmental Authority,
which are likely to result, individually or in the aggregate, in a Material
Adverse Effect. 10. Neither the Company nor any Subsidiary is (i) a
Exhibit 4.4(a)
2 <PAGE>
"public utility company" or a "holding company," or an "affiliate" or a
"subsidiary company" of a "holding company," or an "affiliate" of such a
"subsidiary company," as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"), (ii) a "public
utility" as defined in the Federal Power Act, as amended, or (iii) an
"investment company" or an "affiliated person" thereof, as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
11. The issuance of the Notes and the intended use of the proceeds of
the sale of the Notes do not violate or conflict with Regulation G, T or X
of the Board of Governors of the Federal Reserve System.
The opinion of Mr. Bloomfield shall cover such other matters relating to
the sale of the Notes as the Purchasers may reasonably request. With
respect to matters of fact on which such opinion is based, such counsel
shall be entitled to rely on appropriate certificates of public officials
and officers of the Company and with respect to matters governed by the
laws of any jurisdiction other than the United States of America and the
laws of the State of Missouri, such counsel may rely upon the opinions of
counsel deemed (and stated in their opinion to be deemed) by them to be
competent and reliable.
Exhibit 4.4(a)
3 <PAGE>
<PAGE>
EXHIBIT 4.4(b)
FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS
The opinion of Gardner, Carton & Douglas, special counsel to the
Purchasers, shall be to the effect that:
1. The Company and Belden Wire are each a corporation organized and
validly existing in good standing under the laws of the State of Delaware,
with all requisite corporate power and authority, in the case of the
Company, to enter into the Agreement and to issue and sell the Notes, and,
in the case of Belden Wire, to execute and deliver the Belden Wire
Guaranty.
2. The Agreement and the Notes have been duly authorized by proper
corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, and constitute the
legal, valid and binding agreements of the Company, enforceable in
accordance with their terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application relating to or affecting
the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at
law.
3. The Belden Wire Guaranty has been duly authorized by proper
corporate action on the part of Belden Wire, has been duly executed and
delivered by an authorized officer of Belden Wire, and constitutes the
legal, valid and binding obligation of Belden Wire, enforceable in
accordance with its terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application relating to or affecting
the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at
law.
4. Based upon the representations set forth in the Agreement, the
offering, sale and delivery of the Notes and the issuance and delivery of
the Belden Wire Guaranty do not require the registration of the Notes or
the Belden Wire Guaranty under the Securities Act of 1933, as amended, nor
the qualification of an indenture under the Trust Indenture Act of 1939, as
amended.
5. The issuance and sale of the Notes and compliance with the terms
and provisions of the Notes and the Agreement will not conflict with or
result in any breach of any of the provisions of the Certificate of
Incorporation or By-Laws of the Company.
Exhibit 4.4(b) <PAGE>
<PAGE>
6. The execution, delivery and performance of the Belden Wire
Guaranty will not violate any provisions of the Certificates of
Incorporation or By-Laws of Belden Wire.
7. No approval, consent or withholding of objection on the part of,
or filing, registration or qualification with, any governmental body,
Federal or state, is necessary in connection with the execution and
delivery of the Note Purchase Agreement or the Notes or the execution and
delivery of the Belden Wire Guaranty.
The opinion of Gardner, Carton & Douglas also shall state that the opinion
of Kevin L. Bloomfield, Vice President, Secretary and General Counsel of
the Company, delivered to you pursuant to the Agreement, is satisfactory in
form and scope to Gardner, Carton & Douglas, and, in its opinion, the
Purchasers and it are justified in relying thereon and shall cover such
other matters relating to the sale of the Notes as the Purchasers may
reasonably request.
Exhibit 4.4(b)
2 <PAGE>
<PAGE>
CONFORMED COPY
SERIES 1997-A GUARANTY
THIS GUARANTY (this "Guaranty") dated August 11, 1997 is made by
Belden Wire & Cable Company, a Delaware corporation (the "Guarantor"), in
favor of the holders from time to time of the Series 1997-A Notes
hereinafter referred to, including each purchaser named in the Note
Purchase Agreement hereinafter referred to, and their respective successors
and assigns (collectively, the "Holders" and each individually, a
"Holder").
W I T N E S S E T H:
WHEREAS, Belden Inc., a Delaware corporation (the "Company"), and the
initial Holders have entered into a Note Purchase Agreement dated as of
August 1, 1997 (as amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms and in effect, the "Note
Purchase Agreement");
WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of up to $200,000,000 aggregate principal amount of Notes (as
defined in the Note Purchase Agreement) in series and the Company has
authorized the issuance and sale of $75,000,000 aggregate principal amount
of Series 1997-A Notes to the Purchasers;
WHEREAS, the Company owns all of the issued and outstanding capital
stock of the Guarantor and, by virtue of such ownership and otherwise, the
Guarantor will derive substantial benefits from the purchase by the Holders
of the Company's Series 1997-A Notes;
WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Series 1997-A Notes that the Guarantor shall have executed
and delivered this Guaranty to the Holders and it is and will be a
condition to the sale of subsequent series of the Notes that a
substantially identical Guaranty run in favor of the holders of such
subsequent series of Notes; and
WHEREAS, the Guarantor desires to execute and deliver this Guaranty to
satisfy the conditions described in the preceding paragraph;
NOW, THEREFORE, in consideration of the premises and other benefits to
the Guarantor, and of the purchase of the Company's Series 1997-A Notes by
the Holders, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Guarantor makes this Guaranty as
follows:
SECTION 1. Definitions. Any capitalized terms not otherwise herein
defined shall have the meanings attributed to them in the Note Purchase
Agreement.
SECTION 2. Guaranty. The Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the
Company of the principal of, Make-Whole Amount, if any, and interest on,
and each other amount due under, the Series 1997-A Notes or the Note
Purchase Agreement, when and as the same shall become due and payable
(whether at stated maturity or by required or optional prepayment or by <PAGE>
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declaration or otherwise) in accordance with the terms of the Series 1997-A
Notes and the Note Purchase Agreement (the Series 1997-A Notes and the Note
Purchase Agreement being sometimes hereinafter collectively referred to as
the "Note Documents" and the amounts payable by the Company under the Note
Documents, and all other monetary obligations of the Company thereunder,
being sometimes collectively hereinafter referred to as the "Obligations").
This Guaranty is a guaranty of payment and not just of collectibility and
is in no way conditioned or contingent upon any attempt to collect from the
Company or upon any other event, contingency or circumstance whatsoever.
If for any reason whatsoever the Company shall fail or be unable duly,
punctually and fully to pay such amounts as and when the same shall become
due and payable and any Holder shall notify the Guarantor that all Series
1997-A Notes held by such Holder or all outstanding Series 1997-A Notes are
subject to acceleration under Section 12.1 of the Note Purchase Agreement,
the Guarantor, without demand, presentment, protest or notice of any kind,
will forthwith pay or cause to be paid such amounts to the Holders under
the terms of such Note Documents, in lawful money of the United States, at
the place specified in the Note Purchase Agreement, or perform or comply
with the same or cause the same to be performed or complied with, together
with interest (to the extent provided for under such Note Documents) on any
amount due and owing from the Company. The Guarantor, promptly after
demand, will pay to the Holders the reasonable costs and expenses of
collecting such amounts or otherwise enforcing this Guaranty, including,
without limitation, the reasonable fees and expenses of counsel. The right
of recovery against the Guarantor under this Guaranty is, however, limited
to the Fair Net Worth of the Guarantor, as of the date of any determination
thereof, less $20,000. For purposes of this Guaranty, the "Fair Net Worth"
of the Guarantor shall mean an amount equal to the fair saleable value of
the Guarantor's assets, net of all obligations of the Guarantor owed to
third parties (other than the Guarantor's liabilities under this Guaranty),
including all liabilities, whether fixed or contingent, direct or indirect,
disputed or undisputed, secured or unsecured, and whether or not required
to be reflected on a balance sheet prepared in accordance with generally
accepted accounting principles.
SECTION 3. Guarantor's Obligations Unconditional. The obligations of
the Guarantor under this Guaranty shall be primary, absolute and
unconditional obligations of the Guarantor, shall not be subject to any
counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim the
Guarantor or any other person may have against the Company or any other
person, and to the full extent permitted by applicable law shall remain in
full force and effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or condition
whatsoever (whether or not the Guarantor or the Company shall have any
knowledge or notice thereof), including:
(a) any termination, amendment or modification of or deletion
from or addition or supplement to or other change in any of the Note
Documents or any other instrument or agreement applicable to any of
the parties to any of the Note Documents;
(b) any furnishing or acceptance of any security, or any release
of any security, for the Obligations, or the failure of any security
or the failure of any person to perfect any interest in any
collateral;<PAGE>
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(c) any failure, omission or delay on the part of the Company to
conform or comply with any term of any of the Note Documents or any
other instrument or agreement referred to in paragraph (a) above,
including, without limitation, failure to give notice to the Guarantor
of the occurrence of a "Default" or an "Event of Default" under any
Note Document;
(d) any waiver of the payment, performance or observance of any
of the obligations, conditions, covenants or agreements contained in
any Note Document, or any other waiver, consent, extension,
indulgence, compromise, settlement, release or other action or
inaction under or in respect of any of the Note Documents or any other
instrument or agreement referred to in paragraph (a) above or any
obligation or liability of the Company, or any exercise or non-
exercise of any right, remedy, power or privilege under or in respect
of any such instrument or agreement or any such obligation or
liability;
(e) any failure, omission or delay on the part of any of the
Holders to enforce, assert or exercise any right, power or remedy
conferred on such Holder in this Guaranty, or any such failure,
omission or delay on the part of such Holder in connection with any
Note Document, or any other action on the part of such Holder;
(f) any voluntary or involuntary bankruptcy, insolvency,
reorganization, arrangement, readjustment, assignment for the benefit
of creditors, composition, receivership, conservatorship,
custodianship, liquidation, marshaling of assets and liabilities or
similar proceedings with respect to the Company, the Guarantor or to
any other person or any of their respective properties or creditors,
or any action taken by any trustee or receiver or by any court in any
such proceeding;
(g) any discharge, termination, cancellation, frustration,
irregularity, invalidity or unenforceability, in whole or in part, of
any of the Note Documents or any other agreement or instrument
referred to in paragraph (a) above or any term hereof;
(h) any merger or consolidation of the Company or the Guarantor
into or with any other corporation, or any sale, lease or transfer of
any of the assets of the Company or the Guarantor to any other person;
(i) any change in the ownership of any shares of capital stock
of the Company or any change in the corporate relationship between the
Company and the Guarantor, or any termination of such relationship;
(j) any release or discharge, by operation of law, of the
Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Guaranty; or
(k) any other occurrence, circumstance, happening or event
whatsoever, whether similar or dissimilar to the foregoing, whether
foreseen or unforeseen, and any other circumstance which might
otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which might otherwise limit
recourse against the Guarantor.<PAGE>
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Notwithstanding any other provision contained in this Guaranty, the
Guarantor's liability with respect to the principal amount of the Series
1997-A Notes shall be no greater than the liability of the Company with
respect thereto.
SECTION 4. Full Recourse Obligations. The obligations of the
Guarantor set forth herein constitute the full recourse obligations of the
Guarantor enforceable against it to the full extent of all its assets and
properties.
SECTION 5. Waiver. The Guarantor unconditionally waives, to the
extent permitted by applicable law, (a) notice of any of the matters
referred to in Section 3, (b) notice to the Guarantor of the incurrence of
any of the Obligations, notice to the Guarantor or the Company of any
breach or default by the Company with respect to any of the Obligations or
any other notice that may be required, by statute, rule of law or
otherwise, to preserve any rights of the Holders against the Guarantor,
(c) presentment to or demand of payment from the Company or the Guarantor
with respect to any amount due under any Note Document or protest for
nonpayment or dishonor, (d) any right to the enforcement, assertion or
exercise by any of the Holders of any right, power, privilege or remedy
conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the
Holders, (f) any requirement to exhaust any remedies or to mitigate the
damages resulting from any default under any Note Document, (g) any notice
of any sale, transfer or other disposition by any of the Holders of any
right, title to or interest in the Note Purchase Agreement or in any other
Note Document and (h) any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge, release or defense of
a guarantor or surety or which might otherwise limit recourse against the
Guarantor.
SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity.
Until one year and one day after all Obligations have been indefeasibly
paid in full, the Guarantor agrees not to take any action pursuant to any
rights which may have arisen in connection with this Guaranty to be
subrogated to any of the rights (whether contractual, under the United
States Bankruptcy Code, as amended, including Section 509 thereof, under
common law or otherwise) of any of the Holders against the Company or
against any collateral security or guaranty or right of offset held by the
Holders for the payment of the Obligations. Until one year and one day
after all Obligations have been indefeasibly paid in full, the Guarantor
agrees not to take any action pursuant to any contractual, common law,
statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty. So long as the Obligations
remain, if any amount shall be paid by or on behalf of the Company to the
Guarantor on account of any of the rights waived in this paragraph, such
amount shall be held by the Guarantor in trust, segregated from other funds
of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be
turned over to the Holders (duly endorsed by such Guarantor to the Holders,
if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Holders may determine. The provisions of
this paragraph shall survive the term of this Guaranty and the payment in
full of the Obligations.<PAGE>
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SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty
shall continue to be effective or be automatically reinstated, as the case
may be, if at any time payment, in whole or in part, of any of the sums due
to any of the Holders pursuant to the terms of the Note Purchase Agreement
or any other Note Document is rescinded or must otherwise be restored or
returned by such Holder upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any other person, or upon
or as a result of the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to the Company or other
person or any substantial part of its property, or otherwise, all as though
such payment had not been made. If an event permitting the acceleration of
the maturity of the principal amount of the Series 1997-A Notes shall at
any time have occurred and be continuing, and such acceleration shall at
such time be prevented by reason of the pendency against the Company or any
other person of a case or proceeding under a bankruptcy or insolvency law,
the Guarantor agrees that, for purposes of this Guaranty and its
obligations hereunder, the maturity of the principal amount of the Series
1997-A Notes and all other Obligations shall be deemed to have been
accelerated with the same effect as if any Holder had accelerated the same
in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and the Guarantor shall forthwith pay such
principal amount, Make-Whole Amount, if any, and interest thereon and any
other amounts guaranteed hereunder without further notice or demand.
SECTION 8. Term of Agreement. This Guaranty and all guaranties,
covenants and agreements of the Guarantor contained herein shall continue
in full force and effect and shall not be discharged until such time as all
of the Obligations shall be paid and performed in full and all of the
agreements of the Guarantor hereunder shall be duly paid and performed in
full.
SECTION 9. Representations and Warranties. The Guarantor represents
and warrants to each Holder that:
(a) the Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
and has the corporate power and authority to own and operate its
property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged;
(b) the Guarantor has the corporate power and authority and the
legal right to execute and deliver, and to perform its obligations
under, this Guaranty, and has taken all necessary corporate action to
authorize its execution, delivery and performance of this Guaranty;
(c) this Guaranty constitutes a legal, valid and binding
obligation of the Guarantor enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(d) the execution, delivery and performance of this Guaranty
will not violate any provision of any requirement of law or material
contractual obligation of the Guarantor and will not result in or
require the creation or imposition of any Lien on any of the
properties, revenues or assets of the Guarantor pursuant to the<PAGE>
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provisions of any material contractual obligation of such Guarantor or
any requirement of law;
(e) no consent or authorization of, filing with, or other act by
or in respect of, any arbitrator or governmental authority is required
in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty;
(f) no litigation, investigation or proceeding of or before any
arbitrator or governmental authority is pending or, to the knowledge
of the Guarantor, threatened by or against the Guarantor or any of its
properties or revenues (i) with respect to this Guaranty or any of the
transactions contemplated hereby or (ii) which could reasonably be
expected to have a material adverse effect upon the business,
operations or financial condition of the Guarantor and its
subsidiaries taken as a whole;
(g) the execution, delivery and performance of this Guaranty
will not violate any provision of any order, judgment, writ, award or
decree of any court, arbitrator or Governmental Authority, domestic or
foreign, or of the charter or by-laws of the Guarantor or of any
securities issued by the Guarantor; and
(h) after giving effect to the transactions contemplated herein,
(i) the present fair salable value of the assets of the Guarantor is
in excess of the amount that will be required to pay its probable
liability on its existing debts as said debts become absolute and
matured, (ii) the Guarantor has received reasonably equivalent value
for executing and delivering this Guaranty, (iii) the property
remaining in the hands of the Guarantor is not an unreasonably small
capital, and (iv) the Guarantor is able to pay its debts as they
mature
SECTION 10. Notices. All notices under the terms and provisions
hereof shall be in writing, and shall be delivered or sent by telex or
telecopy or mailed by first-class mail, postage prepaid, addressed (a) if
to the Company or any Holder at the address set forth in the Note Purchase
Agreement or (b) if to the Guarantor, at:
Belden Wire & Cable Company
c/o Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, MO 63105
or at such other address as the Guarantor shall from time to time designate
in writing to the Holders. Any notice so addressed shall be deemed to be
given when actually received.
SECTION 11. Survival. All warranties, representations and covenants
made by the Guarantor herein or in any certificate or other instrument
delivered by it or on its behalf hereunder shall be considered to have been
relied upon by the Holders and shall survive the execution and delivery of
this Guaranty, regardless of any investigation made by any of the Holders.
All statements in any such certificate or other instrument shall constitute
warranties and representations by the Guarantor hereunder.<PAGE>
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SECTION 12. Miscellaneous. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the Guarantor
hereby waives any provision of law that renders any provisions hereof
prohibited or unenforceable in any respect. The terms of this Guaranty
shall be binding upon, and inure to the benefit of, the Guarantor and the
Holders and their respective successors and assigns. No term or provision
of this Guaranty may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the Guarantor and the
Holders. The section and paragraph headings in this Guaranty and the table
of contents are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof, and all
references herein to numbered sections, unless otherwise indicated, are to
sections in this Guaranty. This Guaranty shall in all respects be governed
by, and construed in accordance with, the laws of the State of Illinois,
including all matters of construction, validity and performance. <PAGE>
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
duly executed as of the day and year first above written.
BELDEN WIRE & CABLE COMPANY
By: /s/Richard K. Reece
Title: Treasurer <PAGE>
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TRUST AGREEMENT
This Agreement is made as of the 1st day of January 1998 by and between
Belden Wire & Cable Company ("Company") and Banker's Trust Company
("Trustee").
Introduction
The Company has adopted the nonqualified deferred compensation plans
("Plans") listed in Appendix A and has incurred or expects to incur
liabilities under the Plans to those individuals participating in them.
The Company wishes to establish a trust ("Trust") and to contribute to the
Trust assets which shall be held in trust, subject to the claims of the
Company's creditors in the event of the Company's Insolvency (as defined
below), until paid to Plan participants and their beneficiaries in the
manner and at the times specified in the Plans.
The parties intend that this Trust shall constitute an unfunded arrangement
and shall not affect the status of the Plans as unfunded plans maintained
to provide deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974.
The Company intends to make contributions to the Trust to provide itself
with a source of funds to help it meet its liabilities under the Plans.
NOW, the parties do establish the Trust in accordance with the following.
1. Establishment of Trust
1.1 The Company deposits with the Trustee in trust $500, the
principal of the Trust, to be held, administered and disposed of
by the Trustee as provided in this Agreement.
1.2 The Trust is revocable by the Company; it shall become
irrevocable upon a Change of Control (as defined in Section 13.4
below).
1.3 The Trust is intended to be a grantor trust. The Company is the
grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly.
1.4 The principal of the Trust, and any earnings thereon, shall be
held separate and apart from other funds of the Company and shall
be used exclusively for the uses and purposes of Plan
participants and general creditors as noted below. Plan
participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plans and this Agreement
shall be mere unsecured contractual rights of Plan participants
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and their beneficiaries against the Company. Any assets held by
the Trust will be subject to the claims of the Company's general
creditors under federal and state law in the event of Insolvency,
as defined in Section 3.1 below.
1.5 Within thirty days following a Change of Control (as defined
below), the Company shall make an irrevocable contribution to the
Trust in an amount that is sufficient to pay all Plan
participants and their beneficiaries the aggregate accrued
benefits to which they would be entitled pursuant to the Plans as
of the date of the Change of Control (whether or not they are
then entitled to receive such accrued benefits), and shall
thereafter make further irrevocable contributions to the Trust on
a current basis as and in the amount that such benefits accrue.
The Trustee shall have no responsibility for enforcing payment of
any contribution to the Trust, for the timing or amount thereof,
or for the adequacy of the Trust to meet or discharge any
liabilities of the Plan.
2. Payments to Plan Participants and Their Beneficiaries.
2.1 As and when payable pursuant to the Plans, the Company shall
promptly furnish to the Trustee a schedule ("Payment Schedule")
that shows (i) the amounts payable to each Plan participant (and
his or her beneficiaries), (ii) a formula or other instructions
acceptable to the Trustee for determining the amounts so payable,
(iii) the form in which such amounts are to be paid (as provided
for or available under the Plans), and (iv) the time of
commencement for payment of such amounts. Except as otherwise
provided in this Agreement, the Trustee shall make payments to
the Plan participants and their beneficiaries in accordance with
such Payment Schedule. The Trustee shall make provisions for the
reporting and withholding of any federal, state or local taxes
that may be required to be withheld with respect to the payment
of benefits pursuant to the Plans and shall pay amounts withheld
to the appropriate taxing authorities or determine that such
amounts have been reported, withheld and paid by the Company.
2.2 The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plans shall be determined by the Company or
such party as it shall designate under the Plans, and any claim
for such benefits shall be considered and reviewed under the
procedures set out in the Plans.
2.3 The Company may pay benefits directly to Plan participants or
their beneficiaries as they become due under the terms of the
Plans. The Company shall notify the Trustee of its decision to
pay benefits directly prior to the time amounts are payable to
participants or their beneficiaries. In addition, if the
principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the
terms of the Plans, the Company shall make the balance of each
such payment as it falls due. The Trustee shall notify the
Company when principal and earnings are not sufficient.
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3. Trustee's Responsibilities to Trust Beneficiary When Company is
Insolvent.
3.1 The Trustee shall stop paying benefits to Plan participants and
their beneficiaries if the Company is Insolvent. The Company
shall be considered "Insolvent" for purposes of this Agreement if
(i) the Company is unable to pay its debts as they become due, or
(ii) the Company is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.
3.2 At all times during the continuance of this Trust, as provided in
Section 1.4 above, the principal and income of the Trust shall be
subject to claims of general creditors of the Company under
federal and state law as set forth below:
3.2.1 The Board of Directors and the Chief Executive Officer
of the Company shall have the duty to inform the
Trustee in writing of their view that the Company is
Insolvent. If the Board of Directors of the Company,
the Chief Executive Officer or other employee of the
Company, or a person claiming to be a creditor of the
Company, alleges in writing to the Trustee that the
Company has become Insolvent, the Trustee shall
determine whether the Company is Insolvent and, pending
such determination, the Trustee shall discontinue
payment of benefits to Plan participants or their
beneficiaries.
3.2.2. Unless the Trustee has actual knowledge of the
Company's Insolvency, or has received notice from the
Company or a person claiming to be a creditor alleging
that the Company is Insolvent, the Trustee shall have
no duty to inquire whether the Company is Insolvent.
The Trustee may in all events rely on such evidence
concerning the Company's solvency as may be furnished
to the Trustee and that provides the Trustee with a
reasonable basis for making a determination concerning
the Company's solvency.
3.2.3 If, at any time, the Trustee has determined that the
Company is Insolvent, the Trustee shall discontinue
payments to Plan participants or their beneficiaries
and shall hold the assets of the Trust for the benefit
of the Company's general creditors. Nothing in this
Trust Agreement shall in any way diminish any rights of
Plan participants or their beneficiaries to pursue
their rights as general creditors of the Company with
respect to benefits due under the Plans or otherwise.
3.2.4 The Trustee shall resume the payment of benefits to
Plan participants or their beneficiaries in accordance
with Section 2 of this Agreement only after the Trustee
has determined that the Company is not Insolvent (or is
no longer Insolvent).
3.3 Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
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pursuant to Section 3.2 above and subsequently resumes such
payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plans
for the period of such discontinuance, less the aggregate amount
of any payments made to Plan participants or their beneficiaries
by the Company in lieu of the payments provided for under this
Agreement during any such period of discontinuance.
4. Payments to Company.
Except as provided in Section 3 above, after the Trust has become
irrevocable, the Company shall have no right or power to direct the
Trustee to return to the Company or to divert to others any of the
Trust assets before all payments of accrued benefits (present and
future) have been made to all Plan participants and their
beneficiaries pursuant to the terms of the Plans.
5. Investment Authority
In no event may the Trustee invest in securities (including stock or
rights to acquire stock) or obligations issued by the Company, other
than a de minimis amount held in common investment vehicles in which
the Trustee invests. All rights associated with assets of the Trust
shall be exercised by the Trustee or the person designated by the
Trustee, and shall in no event be exercisable by or rest with Plan
participants.
Without in any way limiting the powers and discretions conferred upon
it by the other provision of this Agreement or by law, the Trustee is
expressly authorized and empowered:
(a) to purchase, sell, exchange, convey, transfer or otherwise
acquire or dispose of any property held by it, by private contract or
at public auction, and no person dealing with the Trustee shall be
bound to see to the application of the purchase money or to inquire
into the validity, expediency or propriety of any such purchase or
sale or other acquisition or disposition;
(b) to enter into contracts or to make commitments either alone or in
company with others to sell at any future date any property held in
the Trust or to purchase any property which it may be authorized to
acquire under this Agreement;
(c) to vote upon any stocks, bonds or other securities, to give
general or special proxies or powers of attorney with or without power
of substitution; to exercise any conversion privileges, subscription
rights or other options and to make any payments incidental thereto;
to consent to or otherwise participate in corporate reorganizations or
other changes affecting corporate securities and to delegate
discretionary powers and to pay any assessments or charges in
connection therewith; and generally to exercise any of the powers of
an owner with respect to stocks, bonds, securities, or other property
held in the Trust;
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(d) to make, execute, acknowledge and deliver any and all documents
of transfer and conveyance and any and all other instruments that may
be necessary or appropriate to carry out the power herein granted;
(e) to register any investment held in the Trust in its own name or
in the name of a nominee and to hold any investment in bearer form, or
to deposit or to arrange for the deposit of such securities in a
qualified central depository even though, when so deposited such
securities may be merged and held in bulk in the name of the nominee
of such depository with other securities deposited therein by any
other person, or to deposit or to arrange for the deposit of any
securities issued by the United States Government, or any agency or
instrumentality thereof, with a federal reserve bank, but the books
and records of the Trustee shall at all times show that all such
investments are part of the Trust;
(f) to employ suitable agents, depositories and counsel, domestic or
foreign, and to charge their reasonable expenses and compensation
against the Trust;
(g) to compromise or otherwise adjust all claims in favor of or
against the Trust, except that it will not exercise this power without
the consent of the Company if the claim solely affects an
interpretation of a participant's or his beneficiary's rights under
the Plan;
(h) to maintain cash balances to meet anticipated distributions from,
or administrative expenses of, the Trust without incurring any
obligation to pay interest thereon; and
(i) to transfer assets to any registered investment company for which
the Trustee or any affiliate of the Trustee provides, for
compensation, custodial, advisory or other services.
6. Disposition of Income.
During the term of this Trust, all of the income received by the
Trust, net of expenses and taxes, shall be accumulated and reinvested.
7. Accounting by Trustee.
The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between the Company and the Trustee. Within 30
days following the close of each calendar year and within 30 days
after the removal or resignation of the Trustee, the Trustee shall
deliver to the Company a written account of its administration of the
Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting
forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and
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<PAGE>
investments purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held
in the Trust at the end of such year or as of the date of such removal
or resignation, as the case may be.
8. Responsibility of Trustee.
8.1 The Trustee shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
with like aims. However, the Trustee shall be held harmless by
the Company and shall not incur any liability to any person for
any action taken pursuant to a direction, request or approval
given by the Company which is contemplated by, and in conformity
with, the terms of this Trust and is given in writing by the
Company. In the event of a dispute between the Company and a
party, the Trustee may apply to a court of competent jurisdiction
to resolve the dispute.
8.2 If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify the
Trustee against the Trustee's costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses)
relating thereto and to be primarily liable for such payments.
If the Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment
from the Trust.
8.3 The Trustee may consult with legal counsel (who may also be
counsel for the Company generally) with respect to any of its
duties or obligations under this Agreement.
8.4 The Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist
it in performing any of its duties or obligations under this
Agreement.
8.5 The Trustee shall have, without exclusion, all powers conferred
in Trustees by applicable law, unless this Agreement expressly
provides otherwise. However, if an insurance policy is held as
an asset of the Trust, the Trustee shall have no power to name a
beneficiary of the policy other than the Trust, to assign the
policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person
the proceeds of any borrowing against such policy.
8.6 Notwithstanding any powers granted to the Trustee pursuant to
this Agreement or to applicable law, the Trustee shall not have
any power that could give this Trust the objective of carrying on
a business and dividing the gains therefrom, within the meaning
of Section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Internal Revenue Code.
6<PAGE>
<PAGE>
9. Compensation and Expenses of Trustee.
The Company shall pay all administrative and Trustee's fees and
expenses. If not so paid, the fees and expenses shall be paid from
the Trust.
10. Resignation and Removal of Trustee.
10.1 The Trustee may resign at any time by written notice to the
Company, which shall be effective 30 days after receipt of such
notice unless the Company and Trustee agree otherwise.
10.2 The Trustee may be removed by the Company on 7 days' notice or
upon shorter notice accepted by the Trustee.
10.3 Upon a Change of Control, the Trustee may not be removed by the
Company for four years.
10.4 If the Trustee resigns within four years following a Change of
Control, the Trustee shall select a successor Trustee in
accordance with the provisions of Section 11.2 below prior to the
effective date of Trustee's resignation or removal.
10.5 Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred
to the successor trustee. The transfer shall be completed within
30 days after receipt of notice of resignation, removal or
transfer, unless the Company extends the time limit.
10.6 If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 below, by the effective
date of resignation or removal under paragraphs 10.1 or 10.2 of
this section. If no such appointment has been made, the Trustee
may apply to a court of competent jurisdiction for appointment of
a successor or for instructions. All expenses of the Trustee in
connection with the proceeding shall be allowed as administrative
expenses of the Trust.
11. Appointment of Successor.
11.1 If the Trustee resigns or is removed in accordance with Sections
10.1 or 10.2 above, the Company may appoint any third party
which is a bank trust department or other entity that may be
granted corporate trustee powers under state law, as a successor
to replace the Trustee upon resignation or removal. The
appointment shall be effective when accepted in writing by the
new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets.
The former Trustee shall execute any instrument necessary or
reasonably requested by the Company or the successor Trustee to
evidence the transfer.
7<PAGE>
<PAGE>
11.2 If the Trustee resigns pursuant to the provisions of Section 10.4
above and selects a successor Trustee, Trustee may appoint any
third party which is a bank trust department or other entity that
may be granted corporate trustee powers under state law. The
appointment of a successor Trustee shall be effective when
accepted in writing by the new Trustee. The new Trustee shall
have all the rights and powers of the former Trustee, including
ownership rights in Trust assets. The former Trustee shall
execute any instrument necessary or reasonably requested by the
successor Trustee to evidence the transfer. Upon the appointment
and acceptance by, and transfer of assets to, a successor
Trustee, the Trustee shall have no further responsibilities under
this Trust Agreement.
11.3 The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust
assets, subject to Sections 7 and 8 above. The successor Trustee
shall not be responsible for and the Company shall indemnify and
defend the successor Trustee from any claim or liability
resulting from any action or inaction of any prior Trustee or
from any other past event, or any condition existing at the time
it becomes successor Trustee.
12. Amendment or Termination.
12.1 The Agreement may be amended by a written instrument executed by
the Trustee and the Company. However, no such amendment shall
conflict with the Plans or shall make the Trust revocable after
it has become irrevocable in accordance with Section 1.2 above.
12.2 The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to
any accrued benefits (present or future) pursuant to the Plans,
unless sooner revoked in accordance with Section 1.2 above. Upon
termination of the Trust, any assets remaining in the Trust shall
be returned to Company.
12.3 Following a Change of Control, no provision of Sections 1, 2, 3,
4, 5, 6, 10 or 12 of this Agreement may be amended unless all
Plan participants (and their beneficiaries as applicable)
unanimously agree in writing to any such amendment.
13. Miscellaneous.
13.1 Any provision of this Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without
invalidating the remaining provisions of this Agreement.
13.2 Benefits payable to Plan participants and their beneficiaries
under this Agreement may not be anticipated, assigned (either at
8<PAGE>
<PAGE>
law or in equity), alienated, pledged, encumbered or subjected to
attachment, garnishment, levy, execution or other legal or
equitable process.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of New York.
13.4 For purposes of this Trust, the term "Change of Control" shall
mean (i) the occurrence of a Triggering Event under the Rights
Agreement of July 6, 1995 between Belden Inc. and the First
Chicago Trust Company of New York, as such Rights Agreement may
be assigned or amended, or (ii) the purchase or other acquisition
by any person, entity or group thereof, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934
("Act"), or any comparable successor provisions, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of 30 percent or more of either the outstanding shares of
common stock or the combined voting power of Company's then
outstanding voting securities entitled to vote generally, (iii)
the approval by the stockholders of the Company of a
reorganization, merger, or consolidation, in each case, with
respect to which persons who were stockholders of Company
immediately prior to such reorganization, merger or consolidation
do not, immediately thereafter, own more than 50 percent of the
combined voting power entitled to vote generally in the election
of directors of the reorganized, merged or consolidated Company's
then outstanding securities, or (iv) a liquidation or dissolution
of Company or of the sale of all or substantially all of
Company's assets.
14. Effective Date.
The effective date of this Trust Agreement shall be January 1, 1998.
BELDEN WIRE & CABLE COMPANY
By: /s/ Stephen H. Johnson
Name: Stephen H. Johnson
Title: Assistant Treasurer
BANKER'S TRUST COMPANY
By: /s/ Allen R. Murray
Name: Allen R. Murray
Title: Vice President
9<PAGE>
<PAGE>
Appendix A
to the
Trust Agreement
between
Belden Wire & Cable Company
and
Banker's Trust Company
Schedule of Plans
Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan
Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan
Belden Wire & Cable Company Management Incentive Deferral Plan
10<PAGE>
<PAGE>
Exhibit 10.10
Amendment to Belden Inc. Long-Term Incentive Plan
The Belden Inc. Long-Term Incentive Plan is amended by revising the first
sentence of Section 5.1 thereof to read as follows:
"The aggregate number of shares of Common Stock available for grants of
Awards under the Plan shall be 2,600,000, subject to the adjustments
provided for in Section 15 hereof." <PAGE>
<PAGE>
Exhibit 10.15
INDEMNIFICATION AGREEMENT
AGREEMENT between Belden Inc., a Delaware corporation (the "Company"),
and Christopher I. Byrnes (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors, officers and representatives the most capable persons available;
and
WHEREAS, Indemnitee is a director, officer or representative of the
Company; and
WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors, officers
and representatives of public companies in today's environment; and
WHEREAS, the Articles of Incorporation of the Company and the Delaware
General Corporation Law each provide that the indemnification provided
therein shall not be exclusive; and
WHEREAS, in recognition of the Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's
continued service to the Company in an effective manner, the Company wishes
to provide in this Agreement for the indemnification of and the advancing
of expenses to Indemnitee to the full extent (whether partial or complete)
permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the
Company's directors' and officers' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:
(a) Change in Control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of
the total voting power represented by the Company's then outstanding
Voting Securities without the prior approval of the Board of
Directors, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the Voting <PAGE>
<PAGE>
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80%
of the total voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all the
Company's assets.
(b) Claim shall mean any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether conducted
by the Company or any other party, that Indemnitee in good faith
believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or
other.
(c) Expenses shall mean include all costs, expenses (including
attorneys' fees) and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
(including on appeal) or preparing to defend, be a witness in or
participate in any Claim relating to any Indemnifiable Event
(including all interest, assessments and other charges paid or payable
in connection with or in respect of any of the foregoing).
(d) Judgments shall mean judgments, fines, penalties and amounts
paid in settlement that are paid or payable in connection with any
Claim relating to any Indemnifiable Event (including all interest,
assessments and other charges paid or payable in connection with or in
respect of any of the foregoing).
(e) Indemnifiable Event shall mean any event or occurrence related
to the fact that Indemnitee is or was a director, director nominee,
officer or representative of the Company, or is or was serving at the
request of the Company as a director, trustee, officer, employee,
agent or representative of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by Indemnitee in any such capacity.
(f) Reviewing Party shall mean any appropriate person or body
consisting of a member or members of the Company's Board of Directors
or any other person or body appointed by the Board (including the
special, independent counsel referred to in Section 3) who is not a
party to the particular Claim for which Indemnitee is seeking
indemnification.
(g) Voting Securities shall mean any securities of the Company
that vote generally in the election of directors.
2. Scope of Indemnification.
(a) Indemnification for Judgments and Expenses. In the event
Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or
other participant in, a Claim by reason of (or arising in part out of)
2 <PAGE>
<PAGE>
an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law against any and all Expenses and
Judgments arising from or relating to such Claim. Except as otherwise
provided in Section 2(b), such indemnification shall be made as soon
as practicable, but in any event not later than thirty (30) days,
after written demand therefor is presented to the Company by or on
behalf of the Indemnitee.
(b) Indemnification and Advance Payment of Expenses. Any and all
Expenses and any and all expenses referred to in Section 2(c) shall be
paid by the Company promptly as they are incurred by Indemnitee (any
such payment of expenses by the Company is hereinafter referred to as
an "Expense Advance"). Indemnitee shall be obligated, and hereby
agrees, to repay the amount of Expenses so paid only to the extent
that it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to
the Company or violate the law or undertaken with reckless disregard
for the best interests of the Company. Indemnitee hereby further
agrees to cooperate reasonably with the Company concerning any Claim.
(c) Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all expenses (including
attorneys' fees) that are incurred by Indemnitee in connection with
any claim asserted against or action brought by Indemnitee for (i)
indemnification of Expenses or Judgments or advance payment of
Expenses by the Company under this Agreement or under any other
agreement, the Company's articles, statute or rule of law now or
hereafter in effect relating to Claims for Indemnifiable Events and
(ii) recovery under any directors' and officers' liability insurance
policy or policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the
case may be.
(d) Partial Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some
or a portion of the Judgments and Expenses arising from or relating to
a Claim but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.
(e) Indemnification of Successful Defense Expenses.
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified
against all Expenses incurred in connection therewith.
3. Reviewing Party Determinations.
(a) General Rules. Notwithstanding the provisions of Section 2,
the obligations of the Company under Section 2(a) shall be subject to
the condition that the Reviewing Party shall not have determined (in a
3 <PAGE>
<PAGE>
written opinion, in any case in which the special, independent counsel
referred to in Section 4 hereof is involved) that Indemnitee would not
be permitted to be indemnified under applicable law; provided,
however, that if Indemnitee has commenced legal proceedings in a court
of competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination made by
the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding until a final
judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed) and any such
determination by the Reviewing Party shall be modified, to the extent
necessary, to conform to such final judicial determination.
(b) Selection of Reviewing Party. If there has not been a Change
in Control, the Reviewing Party shall be selected by the Board of
Directors. If there has been such a Change in Control, the Reviewing
Party shall be the special, independent counsel referred to in Section
4 hereof.
(c) Judicial Review. If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantially would not be permitted to be indemnified in whole or in
part under applicable law, Indemnitee shall have the right to commence
litigation in any court in the State of Delaware having subject matter
jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by
the Reviewing Party or any aspect thereof, and the Company hereby
consents to service of process and to appear in any such proceeding.
Any determination by the Reviewing Party otherwise shall be conclusive
and binding on the Company and Indemnitee.
(d) Burden of Proof. In connection with any determination by the
Reviewing Party pursuant to Section 3(a), or by a court of competent
jurisdiction pursuant to Section 3(c) or otherwise, as to whether
Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish by clear and convincing
evidence that Indemnitee is not so entitled.
4. Change in Control. The Company agrees that if there is a Change in
Control of the Company then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments
under this Agreement or under any other agreement, the Company's
Certificate of Incorporation, statute or rule of law now or hereafter
in effect relating to Claims for Indemnifiable Events, the Company
shall seek legal advice only from special, independent counsel
selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld), and who has not otherwise
performed services for the Company or Indemnitee within the last five
years (other than in connection with such matters); provided, however,
a majority of the Company's Board of Directors, which majority were
directors immediately prior to such Change in Control, may waive this
requirement. The Company agrees to pay the reasonable fees of the
special, independent counsel referred to above and to indemnify fully
such counsel against any and all expenses (including attorneys' fees),
claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.
4 <PAGE>
<PAGE>
5. No Presumption. For purposes of this Agreement, the termination of any
claim, action, suit or proceeding, by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.
6. Nonexclusivity. The rights of the Indemnitee hereunder shall be in
addition to any other rights Indemnitee may now or hereafter have to
indemnification by the Company. More specifically, the Parties intend
that Indemnitee shall be entitled to indemnification to the maximum
extent permitted by any or all of the following:
(a) The fullest benefits provided by the Company's
Certificate of Incorporation and By-Laws or their equivalent of
the Company in effect at the time the Indemnifiable Event occurs
or at the time Expenses are incurred by Indemnitee;
(b) The fullest benefits allowable under Delaware law in
effect at the date hereof or as the same may be amended to the
extent that such benefits are increased thereby;
(c) The fullest benefits allowable under the law of the
jurisdiction under which the Company exists at the time the
Indemnifiable Event occurs or at the time Expenses are incurred
by the Indemnitee; and
(d) Such other benefits as are or may be otherwise available
to Indemnitee pursuant to this Agreement, any other agreement or
otherwise.
The parties intend that combination of two or more of the benefits
referred to in (a) through (d) shall be available to Indemnitee to the
extent that the document or law providing for such benefits does not
require that the benefits provided therein be exclusive of other
benefits. The Company hereby undertakes to use its best efforts to
assist Indemnitee, in all proper and legal ways, to obtain all such
benefits to which Indemnitee is entitled.
7. Liability Insurance. The rights of the Indemnitee hereunder shall also
be in addition to any other rights Indemnitee may now or hereafter
have under policies of insurance maintained by the Company or
otherwise. To the extent the Company maintains an insurance policy or
policies providing directors' and officers' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage
available for any Company director, officer or representative.
The Company shall maintain such insurance coverage for so long as
Indemnitee's services are covered hereunder, provided and to the
extent that such insurance is available on a basis acceptable to the
Company. In the event that such insurance becomes unavailable in the
amount of the present policy limits or in the present scope of
coverage at premium costs and on other terms acceptable to the
Company, then the Company may forego maintenance of all or a portion
5 <PAGE>
<PAGE>
of such insurance coverage. However, in the event of any reduction in
(or cancellation of) such insurance coverage (whether voluntary or
involuntary), the Company shall, and hereby agrees to, stand as a
self-insurer with respect to the coverage, or portion thereof, not
retained, and shall indemnify the Indemnitee against any loss arising
out of the reduction in or cancellation of such insurance coverage.
8. Escrow Fund. As collateral security for its obligations hereunder
(including specifically its indemnity obligations [other than
Judgments] and other obligations pursuant to Sections 2,6 and 7) and
under similar agreements with other directors, officers and
representatives, in the event of a Change in Control, the Company
shall dedicate and maintain, for a period of five years following the
Change of Control, an escrow account in the aggregate of ten million
dollars ($10,000,000) by depositing assets or bank letters of credit
in escrow or reserving lines of credit that may be drawn down by an
escrow agent in said amount (the "Escrow Reserve"). The Company shall
promptly following establishment of the Escrow Reserve provide
Indemnitee with a true and complete copy of the agreement relating to
the establishment and operation of the Escrow Reserve, together with
such additional documentation or information with respect to the
Escrow Reserve as Indemnitee may from time to time reasonably request.
The Company shall promptly following establishment of the Escrow
Reserve deliver an executed copy of this Agreement to the escrow agent
for the Escrow Reserve to evidence to that agent that Indemnitee is a
beneficiary of that Escrow Reserve and shall deliver to Indemnitee the
escrow agent's signed receipt evidencing that delivery.
9. Period of Limitations. No legal action shall be brought and no cause
of action shall be asserted by or on behalf of the Company or any
affiliate of the Company against Indemnitee, Indemnitee's spouse,
heirs, executors or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by
the timely filing of legal action within such two-year period;
provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action such shorter period
shall govern.
10. Amendments. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions thereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.
11. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.
12. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any claim made
6 <PAGE>
<PAGE>
against Indemnitee to the extent Indemnitee has otherwise actually
received payment (under any insurance policy, article or otherwise) of
the amounts otherwise indemnifiable hereunder.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their
respective successors, assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company,
spouses, heirs, and personal and legal representatives. This Agreement
shall continue in effect regardless of whether Indemnitee continues to
serve as a director, officer or representative of the Company of or
any other enterprise at the Company's request.
14. Severability. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest
extent permitted by law.
15. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without
giving effect to the principles of conflicts of laws.
7 <PAGE>
Executed and effective as of this 14th day of November, 1995.
BELDEN INC.
By /s/ C. Baker Cunningham
Name: C. Baker Cunningham
Title: Chairman, President and Chief
Executive Officer
Date:
INDEMNITEE:
By /s/ Christopher I. Byrnes
Name: Christopher I. Byrnes
Title:
Date:
8 <PAGE>
<PAGE>
INDEMNIFICATION AGREEMENT
AGREEMENT between Belden Inc., a Delaware corporation (the "Company"),
and Bernard G. Rethore (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors, officers and representatives the most capable persons available;
and
WHEREAS, Indemnitee is a director, officer or representative of the
Company; and
WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors, officers
and representatives of public companies in today's environment; and
WHEREAS, the Articles of Incorporation of the Company and the Delaware
General Corporation Law each provide that the indemnification provided
therein shall not be exclusive; and
WHEREAS, in recognition of the Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's
continued service to the Company in an effective manner, the Company wishes
to provide in this Agreement for the indemnification of and the advancing
of expenses to Indemnitee to the full extent (whether partial or complete)
permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the
Company's directors' and officers' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:
(a) Change in Control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of
the total voting power represented by the Company's then outstanding
Voting Securities without the prior approval of the Board of
Directors, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the Voting <PAGE>
<PAGE>
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80%
of the total voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all the
Company's assets.
(b) Claim shall mean any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether conducted
by the Company or any other party, that Indemnitee in good faith
believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or
other.
(c) Expenses shall mean include all costs, expenses (including
attorneys' fees) and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
(including on appeal) or preparing to defend, be a witness in or
participate in any Claim relating to any Indemnifiable Event
(including all interest, assessments and other charges paid or payable
in connection with or in respect of any of the foregoing).
(d) Judgments shall mean judgments, fines, penalties and amounts
paid in settlement that are paid or payable in connection with any
Claim relating to any Indemnifiable Event (including all interest,
assessments and other charges paid or payable in connection with or in
respect of any of the foregoing).
(e) Indemnifiable Event shall mean any event or occurrence related
to the fact that Indemnitee is or was a director, director nominee,
officer or representative of the Company, or is or was serving at the
request of the Company as a director, trustee, officer, employee,
agent or representative of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by Indemnitee in any such capacity.
(f) Reviewing Party shall mean any appropriate person or body
consisting of a member or members of the Company's Board of Directors
or any other person or body appointed by the Board (including the
special, independent counsel referred to in Section 3) who is not a
party to the particular Claim for which Indemnitee is seeking
indemnification.
(g) Voting Securities shall mean any securities of the Company
that vote generally in the election of directors.
2. Scope of Indemnification.
(a) Indemnification for Judgments and Expenses. In the event
Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or
other participant in, a Claim by reason of (or arising in part out of)
2 <PAGE>
<PAGE>
an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law against any and all Expenses and
Judgments arising from or relating to such Claim. Except as otherwise
provided in Section 2(b), such indemnification shall be made as soon
as practicable, but in any event not later than thirty (30) days,
after written demand therefor is presented to the Company by or on
behalf of the Indemnitee.
(b) Indemnification and Advance Payment of Expenses. Any and all
Expenses and any and all expenses referred to in Section 2(c) shall be
paid by the Company promptly as they are incurred by Indemnitee (any
such payment of expenses by the Company is hereinafter referred to as
an "Expense Advance"). Indemnitee shall be obligated, and hereby
agrees, to repay the amount of Expenses so paid only to the extent
that it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to
the Company or violate the law or undertaken with reckless disregard
for the best interests of the Company. Indemnitee hereby further
agrees to cooperate reasonably with the Company concerning any Claim.
(c) Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all expenses (including
attorneys' fees) that are incurred by Indemnitee in connection with
any claim asserted against or action brought by Indemnitee for (i)
indemnification of Expenses or Judgments or advance payment of
Expenses by the Company under this Agreement or under any other
agreement, the Company's articles, statute or rule of law now or
hereafter in effect relating to Claims for Indemnifiable Events and
(ii) recovery under any directors' and officers' liability insurance
policy or policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the
case may be.
(d) Partial Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some
or a portion of the Judgments and Expenses arising from or relating to
a Claim but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.
(e) Indemnification of Successful Defense Expenses.
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified
against all Expenses incurred in connection therewith.
3. Reviewing Party Determinations.
(a) General Rules. Notwithstanding the provisions of Section 2,
the obligations of the Company under Section 2(a) shall be subject to
the condition that the Reviewing Party shall not have determined (in a
3<PAGE>
<PAGE>
written opinion, in any case in which the special, independent counsel
referred to in Section 4 hereof is involved) that Indemnitee would not
be permitted to be indemnified under applicable law; provided,
however, that if Indemnitee has commenced legal proceedings in a court
of competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination made by
the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding until a final
judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed) and any such
determination by the Reviewing Party shall be modified, to the extent
necessary, to conform to such final judicial determination.
(b) Selection of Reviewing Party. If there has not been a Change
in Control, the Reviewing Party shall be selected by the Board of
Directors. If there has been such a Change in Control, the Reviewing
Party shall be the special, independent counsel referred to in Section
4 hereof.
(c) Judicial Review. If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantially would not be permitted to be indemnified in whole or in
part under applicable law, Indemnitee shall have the right to commence
litigation in any court in the State of Delaware having subject matter
jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by
the Reviewing Party or any aspect thereof, and the Company hereby
consents to service of process and to appear in any such proceeding.
Any determination by the Reviewing Party otherwise shall be conclusive
and binding on the Company and Indemnitee.
(d) Burden of Proof. In connection with any determination by the
Reviewing Party pursuant to Section 3(a), or by a court of competent
jurisdiction pursuant to Section 3(c) or otherwise, as to whether
Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish by clear and convincing
evidence that Indemnitee is not so entitled.
4. Change in Control. The Company agrees that if there is a Change in
Control of the Company then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments
under this Agreement or under any other agreement, the Company's
Certificate of Incorporation, statute or rule of law now or hereafter
in effect relating to Claims for Indemnifiable Events, the Company
shall seek legal advice only from special, independent counsel
selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld), and who has not otherwise
performed services for the Company or Indemnitee within the last five
years (other than in connection with such matters); provided, however,
a majority of the Company's Board of Directors, which majority were
directors immediately prior to such Change in Control, may waive this
requirement. The Company agrees to pay the reasonable fees of the
special, independent counsel referred to above and to indemnify fully
such counsel against any and all expenses (including attorneys' fees),
claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.
4<PAGE>
<PAGE>
5. No Presumption. For purposes of this Agreement, the termination of any
claim, action, suit or proceeding, by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.
6. Nonexclusivity. The rights of the Indemnitee hereunder shall be in
addition to any other rights Indemnitee may now or hereafter have to
indemnification by the Company. More specifically, the Parties intend
that Indemnitee shall be entitled to indemnification to the maximum
extent permitted by any or all of the following:
(a) The fullest benefits provided by the Company's
Certificate of Incorporation and By-Laws or their equivalent of
the Company in effect at the time the Indemnifiable Event occurs
or at the time Expenses are incurred by Indemnitee;
(b) The fullest benefits allowable under Delaware law in
effect at the date hereof or as the same may be amended to the
extent that such benefits are increased thereby;
(c) The fullest benefits allowable under the law of the
jurisdiction under which the Company exists at the time the
Indemnifiable Event occurs or at the time Expenses are incurred
by the Indemnitee; and
(d) Such other benefits as are or may be otherwise available
to Indemnitee pursuant to this Agreement, any other agreement or
otherwise.
The parties intend that combination of two or more of the benefits
referred to in (a) through (d) shall be available to Indemnitee to the
extent that the document or law providing for such benefits does not
require that the benefits provided therein be exclusive of other
benefits. The Company hereby undertakes to use its best efforts to
assist Indemnitee, in all proper and legal ways, to obtain all such
benefits to which Indemnitee is entitled.
7. Liability Insurance. The rights of the Indemnitee hereunder shall also
be in addition to any other rights Indemnitee may now or hereafter
have under policies of insurance maintained by the Company or
otherwise. To the extent the Company maintains an insurance policy or
policies providing directors' and officers' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage
available for any Company director, officer or representative.
The Company shall maintain such insurance coverage for so long as
Indemnitee's services are covered hereunder, provided and to the
extent that such insurance is available on a basis acceptable to the
Company. In the event that such insurance becomes unavailable in the
amount of the present policy limits or in the present scope of
coverage at premium costs and on other terms acceptable to the
Company, then the Company may forego maintenance of all or a portion
5<PAGE>
<PAGE>
of such insurance coverage. However, in the event of any reduction in
(or cancellation of) such insurance coverage (whether voluntary or
involuntary), the Company shall, and hereby agrees to, stand as a
self-insurer with respect to the coverage, or portion thereof, not
retained, and shall indemnify the Indemnitee against any loss arising
out of the reduction in or cancellation of such insurance coverage.
8. Escrow Fund. As collateral security for its obligations hereunder
(including specifically its indemnity obligations [other than
Judgments] and other obligations pursuant to Sections 2,6 and 7) and
under similar agreements with other directors, officers and
representatives, in the event of a Change in Control, the Company
shall dedicate and maintain, for a period of five years following the
Change of Control, an escrow account in the aggregate of ten million
dollars ($10,000,000) by depositing assets or bank letters of credit
in escrow or reserving lines of credit that may be drawn down by an
escrow agent in said amount (the "Escrow Reserve"). The Company shall
promptly following establishment of the Escrow Reserve provide
Indemnitee with a true and complete copy of the agreement relating to
the establishment and operation of the Escrow Reserve, together with
such additional documentation or information with respect to the
Escrow Reserve as Indemnitee may from time to time reasonably request.
The Company shall promptly following establishment of the Escrow
Reserve deliver an executed copy of this Agreement to the escrow agent
for the Escrow Reserve to evidence to that agent that Indemnitee is a
beneficiary of that Escrow Reserve and shall deliver to Indemnitee the
escrow agent's signed receipt evidencing that delivery.
9. Period of Limitations. No legal action shall be brought and no cause
of action shall be asserted by or on behalf of the Company or any
affiliate of the Company against Indemnitee, Indemnitee's spouse,
heirs, executors or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by
the timely filing of legal action within such two-year period;
provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action such shorter period
shall govern.
10. Amendments. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions thereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.
11. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.
12. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any claim made
6<PAGE>
<PAGE>
against Indemnitee to the extent Indemnitee has otherwise actually
received payment (under any insurance policy, article or otherwise) of
the amounts otherwise indemnifiable hereunder.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their
respective successors, assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company,
spouses, heirs, and personal and legal representatives. This Agreement
shall continue in effect regardless of whether Indemnitee continues to
serve as a director, officer or representative of the Company of or
any other enterprise at the Company's request.
14. Severability. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest
extent permitted by law.
15. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without
giving effect to the principles of conflicts of laws.
7 <PAGE>
<PAGE>
Executed and effective as of this 27th day of February, 1997.
BELDEN INC.
By /s/ C. Baker Cunningham
Name: C. Baker Cunningham
Title: Chairman, President and Chief
Executive Officer
Date:
INDEMNITEE:
By /s/ Bernard G. Rethore
Name: Bernard G. Rethore
Title:
Date:
8<PAGE>
<PAGE>
INDEMNIFICATION AGREEMENT
AGREEMENT between Belden Inc., a Delaware corporation (the "Company"),
and John R. DallePezze (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors, officers and representatives the most capable persons available;
and
WHEREAS, Indemnitee is a director, officer or representative of the
Company; and
WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors, officers
and representatives of public companies in today's environment; and
WHEREAS, the Articles of Incorporation of the Company and the Delaware
General Corporation Law each provide that the indemnification provided
therein shall not be exclusive; and
WHEREAS, in recognition of the Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's
continued service to the Company in an effective manner, the Company wishes
to provide in this Agreement for the indemnification of and the advancing
of expenses to Indemnitee to the full extent (whether partial or complete)
permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the
Company's directors' and officers' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:
(a) Change in Control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of
the total voting power represented by the Company's then outstanding
Voting Securities without the prior approval of the Board of
Directors, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the Voting <PAGE>
<PAGE>
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80%
of the total voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all the
Company's assets.
(b) Claim shall mean any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether conducted
by the Company or any other party, that Indemnitee in good faith
believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or
other.
(c) Expenses shall mean include all costs, expenses (including
attorneys' fees) and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
(including on appeal) or preparing to defend, be a witness in or
participate in any Claim relating to any Indemnifiable Event
(including all interest, assessments and other charges paid or payable
in connection with or in respect of any of the foregoing).
(d) Judgments shall mean judgments, fines, penalties and amounts
paid in settlement that are paid or payable in connection with any
Claim relating to any Indemnifiable Event (including all interest,
assessments and other charges paid or payable in connection with or in
respect of any of the foregoing).
(e) Indemnifiable Event shall mean any event or occurrence related
to the fact that Indemnitee is or was a director, director nominee,
officer or representative of the Company, or is or was serving at the
request of the Company as a director, trustee, officer, employee,
agent or representative of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by Indemnitee in any such capacity.
(f) Reviewing Party shall mean any appropriate person or body
consisting of a member or members of the Company's Board of Directors
or any other person or body appointed by the Board (including the
special, independent counsel referred to in Section 3) who is not a
party to the particular Claim for which Indemnitee is seeking
indemnification.
(g) Voting Securities shall mean any securities of the Company
that vote generally in the election of directors.
2. Scope of Indemnification.
(a) Indemnification for Judgments and Expenses. In the event
Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or
other participant in, a Claim by reason of (or arising in part out of)
2<PAGE>
<PAGE>
an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law against any and all Expenses and
Judgments arising from or relating to such Claim. Except as otherwise
provided in Section 2(b), such indemnification shall be made as soon
as practicable, but in any event not later than thirty (30) days,
after written demand therefor is presented to the Company by or on
behalf of the Indemnitee.
(b) Indemnification and Advance Payment of Expenses. Any and all
Expenses and any and all expenses referred to in Section 2(c) shall be
paid by the Company promptly as they are incurred by Indemnitee (any
such payment of expenses by the Company is hereinafter referred to as
an "Expense Advance"). Indemnitee shall be obligated, and hereby
agrees, to repay the amount of Expenses so paid only to the extent
that it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to
the Company or violate the law or undertaken with reckless disregard
for the best interests of the Company. Indemnitee hereby further
agrees to cooperate reasonably with the Company concerning any Claim.
(c) Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all expenses (including
attorneys' fees) that are incurred by Indemnitee in connection with
any claim asserted against or action brought by Indemnitee for (i)
indemnification of Expenses or Judgments or advance payment of
Expenses by the Company under this Agreement or under any other
agreement, the Company's articles, statute or rule of law now or
hereafter in effect relating to Claims for Indemnifiable Events and
(ii) recovery under any directors' and officers' liability insurance
policy or policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the
case may be.
(d) Partial Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some
or a portion of the Judgments and Expenses arising from or relating to
a Claim but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.
(e) Indemnification of Successful Defense Expenses.
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified
against all Expenses incurred in connection therewith.
3. Reviewing Party Determinations.
(a) General Rules. Notwithstanding the provisions of Section 2,
the obligations of the Company under Section 2(a) shall be subject to
the condition that the Reviewing Party shall not have determined (in a
3<PAGE>
<PAGE>
written opinion, in any case in which the special, independent counsel
referred to in Section 4 hereof is involved) that Indemnitee would not
be permitted to be indemnified under applicable law; provided,
however, that if Indemnitee has commenced legal proceedings in a court
of competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination made by
the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding until a final
judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed) and any such
determination by the Reviewing Party shall be modified, to the extent
necessary, to conform to such final judicial determination.
(b) Selection of Reviewing Party. If there has not been a Change
in Control, the Reviewing Party shall be selected by the Board of
Directors. If there has been such a Change in Control, the Reviewing
Party shall be the special, independent counsel referred to in Section
4 hereof.
(c) Judicial Review. If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantially would not be permitted to be indemnified in whole or in
part under applicable law, Indemnitee shall have the right to commence
litigation in any court in the State of Delaware having subject matter
jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by
the Reviewing Party or any aspect thereof, and the Company hereby
consents to service of process and to appear in any such proceeding.
Any determination by the Reviewing Party otherwise shall be conclusive
and binding on the Company and Indemnitee.
(d) Burden of Proof. In connection with any determination by the
Reviewing Party pursuant to Section 3(a), or by a court of competent
jurisdiction pursuant to Section 3(c) or otherwise, as to whether
Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish by clear and convincing
evidence that Indemnitee is not so entitled.
4. Change in Control. The Company agrees that if there is a Change in
Control of the Company then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments
under this Agreement or under any other agreement, the Company's
Certificate of Incorporation, statute or rule of law now or hereafter
in effect relating to Claims for Indemnifiable Events, the Company
shall seek legal advice only from special, independent counsel
selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld), and who has not otherwise
performed services for the Company or Indemnitee within the last five
years (other than in connection with such matters); provided, however,
a majority of the Company's Board of Directors, which majority were
directors immediately prior to such Change in Control, may waive this
requirement. The Company agrees to pay the reasonable fees of the
special, independent counsel referred to above and to indemnify fully
such counsel against any and all expenses (including attorneys' fees),
claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.
4<PAGE>
<PAGE>
5. No Presumption. For purposes of this Agreement, the termination of any
claim, action, suit or proceeding, by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.
6. Nonexclusivity. The rights of the Indemnitee hereunder shall be in
addition to any other rights Indemnitee may now or hereafter have to
indemnification by the Company. More specifically, the Parties intend
that Indemnitee shall be entitled to indemnification to the maximum
extent permitted by any or all of the following:
(a) The fullest benefits provided by the Company's
Certificate of Incorporation and By-Laws or their equivalent of
the Company in effect at the time the Indemnifiable Event occurs
or at the time Expenses are incurred by Indemnitee;
(b) The fullest benefits allowable under Delaware law in
effect at the date hereof or as the same may be amended to the
extent that such benefits are increased thereby;
(c) The fullest benefits allowable under the law of the
jurisdiction under which the Company exists at the time the
Indemnifiable Event occurs or at the time Expenses are incurred
by the Indemnitee; and
(d) Such other benefits as are or may be otherwise available
to Indemnitee pursuant to this Agreement, any other agreement or
otherwise.
The parties intend that combination of two or more of the benefits
referred to in (a) through (d) shall be available to Indemnitee to the
extent that the document or law providing for such benefits does not
require that the benefits provided therein be exclusive of other
benefits. The Company hereby undertakes to use its best efforts to
assist Indemnitee, in all proper and legal ways, to obtain all such
benefits to which Indemnitee is entitled.
7. Liability Insurance. The rights of the Indemnitee hereunder shall also
be in addition to any other rights Indemnitee may now or hereafter
have under policies of insurance maintained by the Company or
otherwise. To the extent the Company maintains an insurance policy or
policies providing directors' and officers' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage
available for any Company director, officer or representative.
The Company shall maintain such insurance coverage for so long as
Indemnitee's services are covered hereunder, provided and to the
extent that such insurance is available on a basis acceptable to the
Company. In the event that such insurance becomes unavailable in the
amount of the present policy limits or in the present scope of
coverage at premium costs and on other terms acceptable to the
Company, then the Company may forego maintenance of all or a portion
5<PAGE>
<PAGE>
of such insurance coverage. However, in the event of any reduction in
(or cancellation of) such insurance coverage (whether voluntary or
involuntary), the Company shall, and hereby agrees to, stand as a
self-insurer with respect to the coverage, or portion thereof, not
retained, and shall indemnify the Indemnitee against any loss arising
out of the reduction in or cancellation of such insurance coverage.
8. Escrow Fund. As collateral security for its obligations hereunder
(including specifically its indemnity obligations [other than
Judgments] and other obligations pursuant to Sections 2,6 and 7) and
under similar agreements with other directors, officers and
representatives, in the event of a Change in Control, the Company
shall dedicate and maintain, for a period of five years following the
Change of Control, an escrow account in the aggregate of ten million
dollars ($10,000,000) by depositing assets or bank letters of credit
in escrow or reserving lines of credit that may be drawn down by an
escrow agent in said amount (the "Escrow Reserve"). The Company shall
promptly following establishment of the Escrow Reserve provide
Indemnitee with a true and complete copy of the agreement relating to
the establishment and operation of the Escrow Reserve, together with
such additional documentation or information with respect to the
Escrow Reserve as Indemnitee may from time to time reasonably request.
The Company shall promptly following establishment of the Escrow
Reserve deliver an executed copy of this Agreement to the escrow agent
for the Escrow Reserve to evidence to that agent that Indemnitee is a
beneficiary of that Escrow Reserve and shall deliver to Indemnitee the
escrow agent's signed receipt evidencing that delivery.
9. Period of Limitations. No legal action shall be brought and no cause
of action shall be asserted by or on behalf of the Company or any
affiliate of the Company against Indemnitee, Indemnitee's spouse,
heirs, executors or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by
the timely filing of legal action within such two-year period;
provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action such shorter period
shall govern.
10. Amendments. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions thereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.
11. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.
12. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any claim made
6<PAGE>
<PAGE>
against Indemnitee to the extent Indemnitee has otherwise actually
received payment (under any insurance policy, article or otherwise) of
the amounts otherwise indemnifiable hereunder.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their
respective successors, assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company,
spouses, heirs, and personal and legal representatives. This Agreement
shall continue in effect regardless of whether Indemnitee continues to
serve as a director, officer or representative of the Company of or
any other enterprise at the Company's request.
14. Severability. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest
extent permitted by law.
15. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without
giving effect to the principles of conflicts of laws.
7<PAGE>
<PAGE>
Executed and effective as of this 1st day of May, 1997.
BELDEN INC.
By /s/ C. Baker Cunningham
Name: C. Baker Cunningham
Title: Chairman, President and Chief
Executive Officer
Date:
INDEMNITEE:
By /s/ John R. DallePezze
Name: John R. DallePezze
Title:
Date:
8<PAGE>
<PAGE>
Exhibit 13.1
Selected Historical Financial Data
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
(in thousands, except per share amounts and number of employees)
<S> <C> <C> <C> <C> <C>
Income statement data:
Revenues $ 747,207 $ 667,425 $ 608,608 $ 439,699 $ 383,697
Operating earnings 105,983 94,417 79,602 65,318 56,683
Net income 60,653 55,234 46,227 38,126 32,749
Diluted earnings per share 2.30 2.11 1.76 1.46 *(1)
Balance sheet data:
Total assets $ 475,129 $ 371,645 $ 332,787 $ 203,809 $ 196,639
Long-term debt 124,047 71,630 81,458 37,277 68,000
Other long-term obligations 39,051 37,573 36,181 27,224 27,620
Stockholders' equity 228,954 179,707 131,902 93,601 60,464
Other data:
Average number of
employees 4,500 4,200 3,800 2,800 2,700
Dividends per
common share $ .20 $ .20 $ .20 $ .20 --
*(1) Diluted earnings per share has not been presented since the Company, except for certain of its foreign operations, was an
operating division of Cooper Industries, Inc. with no separately issued or outstanding equity securities.
</TABLE>
29<PAGE>
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations 1997 Compared With 1996
Revenues
Belden's revenues for the year ended December 31, 1997, were $747.2 million
compared with $667.4 million in 1996, an increase of 12%. Revenues were
reduced by $21.1 million due to the impact of foreign currency translation.
Revenues increased 2% when including revenues of Alpha (acquired January 8,
1997) and ICI (acquired December 3, 1996) as if they had been acquired at
the beginning of each period and excluding the impact of foreign currency
translation. The following table shows the components of the 12% increase
in the Company's 1997 revenues in each of Belden's four served markets.
<TABLE>
<CAPTION>
% Increase (Decrease)
% of Total in 1997 Revenues
1997 Revenues Compared with 1996
<S> <C> <C>
Computer 37% 29%
Audio/video 22 (8)
Industrial 20 26
Electrical 21 1
</TABLE>
The revenue growth in the computer market was primarily due to the
inclusions of Alpha and ICI revenues for a full year in 1997. Excluding the
impact of acquisitions and foreign currency translation, revenues increased
approximately 7%. This improvement was attributable to strong growth in
networking of computers, workstations and servers, which increased demand
for the Company's high performance twisted pair products, and strong demand
for the Company's telephony products sold in the United States. This growth
was significantly offset by competitive price reductions on the Company's
networking products and decreased telephony project activity in Europe. In
addition, sales of the Company's computer interconnections products, which
are focused on serving mainframe computer applications, were down slightly
in 1997.
Audio/video market revenues declined 4% when excluding acquisitions and
foreign currency translation. The revenue decline was primarily due to
soft demand for cable television (CATV) drop cable sold in both the United
States and export markets. In the United States, CATV providers continue
to delay spending as they evaluate the telecommunications network
architecture in light of legislation enacted in 1996 and new technology.
Sales of CATV drop cable in export markets have declined due to unfavorable
economic conditions in the Pacific Rim, which has unfavorably impacted new
construction activity. This decline in demand in both the United States and
export markets has not only affected volume growth, but also negatively
impacted selling prices. Broadcast revenues were down slightly in 1997 due
to the delay of stadium and studio projects during the year and the fact
that 1996 revenues were aided by large orders in connection with the
Atlanta Olympic Games and the U.S. Presidential election. Partially
offsetting these declines was strong demand for CATV products sold in
Europe.
Strong capital investment by manufacturers and the acquisitions of Alpha
and ICI caused the growth in industrial market revenues in 1997. Excluding
the impact of acquisitions and foreign currency translation, industrial
market revenues increased 11%. Factory floor automation and product "re-
engineering" contributed to the capital investment by manufacturers.
The acquisition of Alpha and ICI generated the growth in the electrical
market in 1997. Excluding the impact of acquisitions and foreign currency
translation, revenues declined 6%. This decline was attributable to the
conversion of certain electrical wire production capacity to more
profitable industrial cables and decreased demand for the Company's
electrical cords used on power tools, appliances and other electrical
equipment.
Average prices for the Company's products were down in 1997 compared with
1996. This decline was attributable to competitive price reductions
primarily on computer networking and CATV products, and the pass through of
decreases in copper costs during the year.
Four bar charts depicting the percent increase in revenues compared with
the prior year for the computer, audio/video, industrial and electrical
markets are represented for the years 1997, 1996, and 1995. Data from
these graphs are shown below:
1997 1996 1995
Computer 29% 4% 21%
Audio/Video (8) 16 61
Industrial 26 25 28
Electrical 1 1 54
30 <PAGE>
<PAGE>
Domestic revenues, which represented approximately 76% of total 1997
revenues, increased 18% from 1996. Included in domestic revenues were
export sales (primarily to the Pacific Rim and Latin America) of $66
million, which were up 8% from 1996. The acquisitions of Alpha and ICI were
the primary contributors to the domestic revenue growth in 1997.
European customer revenues decreased 3% from 1996 measured in U.S. dollars,
but, increased 12% in local currency. Strong demand for networking and CATV
products in Europe caused this local currency growth. Canadian revenues
increased 4% from 1997, with currency translation having a minimal impact
on revenues. This growth resulted from increased demand for the Company's
industrial products. European and Canadian revenues represented 18% and 6%
of 1997 total revenues, respectively.
Costs, Expenses and Earnings
The following table sets forth information comparing the 1997 components of
earnings with 1996.
<TABLE>
<CAPTION>
% Increase
1997 Compared
1997* 1996 with 1996
(in thousands, except % data)
<S> <C> <C> <C>
Gross profit $ 197,309 $ 168,379 17.2%
As a percent of revenues 26.4 % 25.2 %
Operating earnings $ 107,583 $ 94,417 13.9%
As a percent of revenues 14.4 % 14.1 %
Income before income taxes $ 100,625 $ 94,417 10.7%
As a percent of revenues 13.5 % 13.6 %
Net income $ 61,633 $ 55,234 11.6%
As a percent of revenues 8.2 % 8.3 %
*1997 results exclude the impact of the $980 ($1,600 pretax) nonrecurring
charge taken in third quarter of 1997 relating to plant consolidation and
workforce reductions pursuant to a plan adopted in the third quarter.
These costs relate to employee severance and costs of plant closure.
Four bar charts depicting revenues by geographic region in millions for the
United States, Canada, Europe and Export (Pacific Rim, Latin America, and
Other) are represented for the years 1997, 1996, and 1995. Data from these
graphs are shown below:
1997 1996 1995
United States $502.4 $424.6 $397.8
Canada 42.5 40.9 45.8
Europe 124.6 124.5 107.4
Export
Pacific Rim 46.9 49.1 37.7
Latin America 19.4 21.4 13.4
Other 11.4 7.0 6.5
77.7 77.5 57.6
31 <PAGE>
<PAGE>
The revenue growth in 1997 primarily caused the increase in gross profit,
and was partially offset by the unfavorable foreign currency exchange rates
on the Company's gross profits in Europe. The improvement in gross profit
as a percent of revenues in 1997 was primarily attributable to
manufacturing improvements, material cost reductions and higher combined
gross margins of the acquired companies. Partially offsetting these
improvements were competitive price reductions on computer networking and
CATV products and the impact of unfavorable foreign currency exchange rates
on the Company's products sold in Europe that are sourced from the United
States.
The increase in gross profit led to an increase in operating earnings
during the year. This increase was partially offset by an increase in
selling, general and administrative costs and goodwill amortization
associated with the acquisitions. Operating earnings as a percent of
revenues in 1997 increased due primarily to the improvement in gross
profit.
Income before income taxes increased due to higher operating earnings,
partially offset by increased interest expense. Interest expense increased
$3.5 million due primarily to higher debt levels associated with the
acquisitions and elevated working capital levels. Average debt outstanding
during 1997 and 1996 was $135 million and $82 million, respectively. The
Company's average daily interest rate was 5.7% in 1997 compared with 4.9%
in 1996.
The Company's effective tax rate was 38.8% and 39.2%, respectively, in 1997
and 1996.
Results of Operations 1996 Compared With 1995
Revenues
Belden's revenues for the year ended December 31, 1996 were $667.4 million
compared with $608.6 million in 1995, an increase of 10%. Approximately
half of this increase was due to including the acquisitions of Pope Cable
and Wire B.V. ("Pope"), acquired April 3, 1995, and American Electric
Cordsets ("AEC"), acquired March 23, 1995, for a full year in 1996 and
including Intech Cable, Inc. ("Intech") since its December 3, 1996
acquisition date. The following table shows the components of the 10%
increase in the Company's 1996 revenues in each of Belden's four served
markets.
</TABLE>
<TABLE>
<CAPTION>
% Increase
% of Total In 1996 Revenues
1996 Revenues Compared with 1995
<S> <C> <C>
Computer 33% 4%
Audio/video 27 16
Industrial 17 25
Electrical 23 1
</TABLE>
The revenue growth in the computer market was primarily due to the
inclusion of Pope revenues for a full year in 1996 and the growth in demand
for the Company's high performance twisted pair products. Growth in
revenues for the Company's networking cables was constrained during 1996 as
a result of elevated inventory levels at certain significant customers
during the middle of the year, which negatively affected orders, and lower
copper costs, which were reflected in reduced selling prices. In addition,
the Company reduced selling prices for its computer networking cables in
the latter half of the year primarily to be more competitive in the market.
Sales of the Company's computer interconnections products were down
slightly in 1996, primarily due to price reductions taken to be more
competitive.
Three bar charts depicting gross profit margin, operating earnings margin,
and net income margin as a percent of revenue are represented for the years
1997, 1996, and 1995. Data from these graphs are shown below:
1997 1996 1995
Gross Profit Margin 26.4% 25.2% 25.0%
Operating Earnings Margin 14.4 14.1 13.1
Net Income Margin 8.2 8.3 7.6
32<PAGE>
<PAGE>
The revenue growth in the audio/video market was due to additional revenues
from Pope for a full year and increased sales of the Company's CATV coaxial
cable, fiber optic cable and broadcast products. International demand for
CATV drop and fiber optic cables was strong throughout the year. However,
this growth was partially offset by a decline in demand for CATV drop cable
in domestic markets. CATV providers delayed spending due to uncertainties
regarding telecommunication network architecture and the effect of the
telecommunications legislation enacted early in 1996. This delayed spending
not only affected volume growth, but also negatively impacted selling
prices. Broadcast revenues benefited from the strength of this market as
technology was converted from analog to digital. Demand for broadcast
cables was bolstered in 1996 by special events such as the Atlanta Olympic
Games and U.S. presidential elections.
Strong capital investment by manufacturers and increased market penetration
by the Company primarily caused the growth in industrial market revenues.
Factory automation and product "re-engineering" contributed to the capital
investment by manufacturers. The increased market penetration by the
Company resulted primarily from the introduction of new products in 1996
and a focused sales and marketing effort.
Including Pope and AEC for a full year accounted for all of the growth in
electrical market revenues in 1996. Excluding the impact of acquisitions,
revenues declined almost 9%. This decline was primarily attributable to
reductions in selling prices due to lower copper costs and weaker demand in
Canada and Europe. In addition, the Company discontinued manufacturing
residential building wire in Canada during 1996 to focus on more profitable
product lines. This decision also contributed to the revenue decline.
Increased demand for the Company's electrical cords used on power tools,
appliances and other electrical equipment partially offset the above
decline.
Average prices for the Company's products were down in 1996 compared with
1995. This decline was primarily attributable to the decline in copper
costs during the year and competitive price reductions on CATV, computer
interconnect and computer networking products. Revenues were also reduced
by approximately $6 million due to the unfavorable impact of foreign
currency exchange rates.
Domestic revenues, which represented approximately 73% of 1996 total
revenues, increased 10% from 1995. Included in domestic revenues were
export sales (primarily to the Pacific Rim and Latin America) of $61
million, which represented an increase of 41% from 1995. European customer
revenues increased 16% from 1995, and increased 21% in local currency. The
acquisition of Pope was the primary cause for the increase in European
revenues. Canadian revenues decreased 11% from 1995 with currency
translation having a minimal impact on revenues. This decrease is the
result of the weak Canadian economy and the decision to exit the
residential building wire market and convert capacity to more profitable
product lines. European and Canadian revenues represented 21% and 6% of
1996 total revenues, respectively.
Three bar charts depicting the percent increase compared with the prior
year for gross profit, operating earnings, and net income are represented
for the years 1997, 1996, and 1995. Data from these graphs are shown
below:
1997 1996 1995
Gross Profit 17.2% 10.7% 25.7%
Operating Earnings 13.9 18.6 21.9
Net Income 11.6 19.5 21.2
33 <PAGE>
<PAGE>
Costs, Expenses and Earnings
The following table sets forth information comparing the 1996 components of
earnings with 1995.
<TABLE>
<CAPTION>
% Increase
1996 Compared
1996 1995 with 1995
(in thousands, except % data)
<S> <C> <C> <C>
Gross profit $ 168,379 $ 152,096 10.7%
As a percent of revenues 25.2 % 25.0 %
Operating earnings $ 94,417 $ 79,602 18.6%
As a percent of revenues 14.1 % 13.1 %
Income before income taxes $ 90,920 $ 75,667 20.2%
As a percent of revenues 13.6 % 12.4 %
Net income $ 55,234 $ 46,227 19.5%
As a percent of revenues 8.3 % 7.6 %
</TABLE>
The revenue growth in 1996 primarily caused the increase in gross profit.
The improvement in gross profit as a percent of revenues resulted from
productivity gains at the Company's European facility and the impact of
lower copper and other raw material costs. These improvements were
partially offset by pricing reductions.
The increase in gross profit led to higher operating earnings during the
year. This increase was partially offset by an increase in selling, general
and administrative costs associated with the acquired operations and a $0.5
million charge relating to the shutdown of the Company's Apple Creek
Facility. Operating earnings as a percent of revenues increased from 1995
due primarily to savings from the consolidation of the Company's operations
in Europe, higher volumes and ongoing cost reduction efforts.
Income before income taxes increased due to higher operating earnings and a
reduction in interest expense in 1996 by $0.4 million, or 11%. Interest
expense declined during 1996 as lower interest rates more than offset the
increase in debt levels associated with the acquisitions and elevated
working capital levels. Average debt outstanding during 1996 and 1995 was
$82 million and $75 million, respectively. The Company's average daily
interest rate was 4.9% in 1996 compared with 5.7% in 1995.
The Company's effective tax rate increased from 38.9% in 1995 to 39.2% in
1996.
One bar chart depicting revenues per employee (in thousands) is represented
for the years 1997, 1996, and 1995. Data from this graph is shown below:
1997 1996 1995
Revenues Per Employee $166 $159 $160
34<PAGE>
<PAGE>
Financial Condition
Liquidity and Capital Resources
The Company has a $200 million multicurrency variable rate bank revolving
credit agreement ("Credit Agreement") with a group of seven banks. The
Credit Agreement is unsecured and expires in November 2001. At December 31,
1997, the Company had $191 million available under the Credit Agreement. In
addition, the Company has unsecured, uncommitted arrangements with four
banks under which it may borrow up to $76 million at prevailing interest
rates. At December 31, 1997, the Company had $36 million available under
these uncommitted arrangements.
On August 11, 1997, the Company completed a private placement of $75
million in unsecured debt (Private Placement). The Private Placement debt
will mature in August 2009 with an average life of ten years. The Private
Placement was priced at a fixed rate of 6.92%. The proceeds from the
Private Placement were used to pay off borrowings under the Credit
Agreement. The Note Purchase Agreement effecting the Private Placement
contains various customary affirmative and negative covenants and other
provisions, including restrictions on the incurrance of debt and a maximum
leverage ratio.
The Company expects the cash provided by operations and borrowings under
the Credit Agreement will provide it with sufficient liquidity to meet its
operating needs and fund its normal dividends and anticipated capital
expenditures.
During 1997, the Company increased debt by $52 million due primarily to the
acquisitions of Alpha and Cowen Cable Corporation (acquired on December 23,
1997) and the purchase of approximately 200,000 shares of common stock. As
a result, the Company's debt to total capitalization ratio increased from
28.5% at December 31, 1996 to 35.1% at the end of 1997.
Working Capital
During 1997, operating working capital (defined as receivables and
inventories less payables and accrued liabilities, excluding the effect of
exchange rate changes and business combinations) increased $32 million.
This increase resulted primarily from increases in receivables associated
higher revenues and increases in inventories to support current and future
growth.
During 1996, operating working capital increased $19 million. This increase
resulted primarily from increases in receivables associated with higher
revenues and decreases in accounts payable and accrued liabilities
primarily associated with spending related to restructuring projects.
Capital Expenditures and Commitments
Capital expenditures currently planned for 1998, as well as actual
expenditures for 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
Plan Actual Actual
(in millions)
Modernization and
<S> <C> <C> <C>
Enhancement $ 6 $ 7 $ 6
Capacity expansion 21 7 10
Other 6 15 10
$ 33 $ 29 $ 26
</TABLE>
Three bar charts depicting leverage (debt to total capitalization), free cash
flow (in millions), and capital expenditures (in millions) are represented
for the years 1997, 1996, and 1995. Data from these graphs
are shown below:
1997 1996 1995
Leverage 35.1% 28.5% 38.2%
Free Cash Flow $23.6 $26.9 $15.8
Capital Expenditures
Modernization &
Enhancement 7 6 6
Capacity Expansion 7 10 12
Other 15 10 4
$29 $26 $22
35 <PAGE>
<PAGE>
Capital spending planned for 1998 is primarily for machinery and equipment
to increase production capacity for twisted pair wire and for the
construction of the Lancaster County, South Carolina facility. Spending in
1997 and 1996 was primarily for the implementation of an integrated
business information system and for modernization and enhancement of
machinery and equipment.
Effects of Inflation
During the years presented, inflation has had a relatively minor effect on
the Company's results of operations. In recent years, the U.S. rate of
inflation has been relatively low. In addition, because the Company's
inventories are valued primarily on the LIFO method, current inventory
costs are matched against current sales so that increases in cost are
reflected in earnings on a current basis.
Environmental Remediation
The cost of environmental remediation and compliance has generally not been
an item of material expense for Belden. Ground water contamination has been
identified on the site of Venlo, The Netherlands manufacturing facility,
which was acquired in 1995. The Company has recorded a liability for the
remediation costs, which are currently estimated at approximately $1
million. The amounts expensed or capitalized in 1997, 1996, and 1995 with
respect to environmental remediation were not material. The Company has
been identified as a potentially responsible party with respect to five
sites designated for cleanup under the Comprehensive Environmental
Response, Compensation and Liability Act or similar state laws. The number
of sites has decreased from six in the prior year as a result of a de
minimis settlement on one site for an immaterial amount. Belden does not
own or operate any of these waste sites. Although estimates of cleanup
costs have not yet been completed for most of these sites, the Company
believes that, based on its review and other factors, including its
estimated share of the waste volume at the sites, the existence of other
financially viable, potentially responsible parties and the anticipated
nature and scope of the cleanups, the costs to the Company relating to
these sites will not have a material adverse effect on its results of
operations or financial condition.
Impact of Year 2000
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures. Software failures due to
processing errors potentially arising from calculations using the Year 2000
date are a known risk. The Company recently completed the implementation of
an integrated business information system and is now in the process of
identifying, evaluating and implementating changes to computer systems and
applications necessary to achieve a Year 2000 date conversion with no
effect on customers or disruption to business operations. The Company has
also initiated formal discussions with its suppliers, customers and
financial institutions to determine the extent to which the Company's
interface systems are vulnerable to third parties' failures to remediate
their own Year 2000 issues. The total cost of compliance and its effect on
the Company's future results of operations are not expected to be
significant due to the recent implementation of an integrated business
information system. The project is estimated to be completed by the end of
1998, which is prior to any anticipated impact on the Company's operating
systems.
Forward-Looking Statements
Certain statements in this Annual Report are forward-looking statements
under the Private Securities Litigation Reform Act of 1995. These
statements are subject to various risks and uncertainties many of which are
outside the control of the Company, such as the level of market demand for
the Company's products, competitive pressure, the ability to achieve
reductions in costs and to continue to successfully integrate acquisitions,
price fluctuations of materials and the potential unavailability thereof,
foreign currency fluctuations, technological obsolescence, and the other
specific factors discussed in the Company's Form 10-K and other Securities
and Exchange Commission filings. The information contained in this Annual
Report represents the Company's best judgment at the date of this report
based on information currently available. However, the Company does not
intend to update this information to reflect developments or information
obtained after the date of this report and disclaims any legal obligation
to do so.
36<PAGE>
<PAGE>
The Board of Directors and Shareholders
Belden Inc.
We have audited the accompanying consolidated balance sheets of Belden Inc.
as of December 31, 1997 and 1996, and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three years
in the period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 consolidated financial position of Belden
Inc. at December 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
St. Louis Missouri
January 19, 1998
37<PAGE>
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1997 1996
(in thousands, except par value and number of
shares)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 916 $ 1,795
Receivables, less allowance for doubtful accounts
of $779 at 1997 and $513 at 1996 120,761 106,514
Inventories 107,340 73,785
Deferred income taxes 5,186 6,287
Other 3,065 2,552
Total current assets 237,268 190,933
Property, plant and equipment, less accumulated
depreciation 151,933 151,934
Goodwill, less accumulated amortization
of $5,607 at 1997 and $3,645 at 1996 70,565 27,560
Other intangibles, less accumulated amortization
of $8,192 at 1997 and $7,557 at 1996 14,975 1,152
Other assets 388 66
$ 475,129 $ 371,645
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 74,719 $ 78,086
Income taxes payable 8,358 4,649
Total current liabilities 83,077 82,735
Long-term debt 124,047 71,630
Postretirement benefits other than pensions 16,026 17,430
Deferred income taxes 13,141 10,592
Other long-term liabilities 9,884 9,551
Stockholders equity:
Preferred stock, par value $.01 per share, 25,000,000 shares
authorized, no shares outstanding ---- ----
Common stock, par value $.01 per share, 100,000,000 shares
authorized 26,179,958 and 26,137,882 shares outstanding
at 1997 and 1996 respectively 262 261
Additional paid-in capital 49,370 51,443
Retained earnings 189,163 133,739
Translation component 8,600) (4,460)
Treasury Stock (1,241) (1,276)
Total stockholders equity 228,954 179,707
475,129 371,645
</TABLE>
See accompanying notes.
38<PAGE>
<PAGE>
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
(in thousands, except per share amounts)
<S> <C> <C> <C>
Revenues $ 747,207 $ 667,425 $ 608,608
Cost of sales 549,898 499,046 456,512
Gross profit 197,309 168,379 152,096
Selling, general and administrative expenses 87,764 73,502 72,136
Amortization of goodwill 1,962 460 358
Nonrecurring charge 1,600 - -
Operating earnings 105,983 94,417 79,602
Interest expense 6,958 3,497 3,935
Income before income taxes 99,025 90,920 75,667
Income taxes 38,372 35,686 29,440
Net income $ 60,653 $ 55,234 $ 46,227
Basic earnings per share $ 2.32 $ 2.12 $ 1.77
Diluted earnings per share $ 2.30 $ 2.11 $ 1.76
</TABLE>
See accompanying notes.
39<PAGE>
<PAGE>
CONSOLIDATED CASH FLOW STATEMENTS
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
(in thousands)
Cash flow from operating activities:
<S> <C> <C> <C>
Net income $ 60,653 $ 55,234 $ 46,227
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 17,854 16,121 14,246
Amortization 1,962 1,465 1,687
Deferred income taxes 3,650 3,197 (1,428)
Changes in operating assets and liabilities(*):
Receivables (12,694) (9,155) (14,864)
Inventories (22,249) (1,597) (11,317)
Accounts payable and accrued liabilities (2,935) (8,978) 2,910
Income taxes payable 6,020 433 3,908
Other assets and liabilities, net 5,333 1,492 1,477
Net cash provided by operating activities 57,594 58,212 42,846
Cash flows from investing activities:
Capital expenditures (28,725) (26,100) (21,796)
Cash used to acquire businesses (76,082) (18,050) (59,789)
Proceeds from sales of plant and equipment 198 209 167
Net cash used for investing activities (104,609) (43,941) (81,418)
Cash flows from financing activities:
Net borrowings (payments)under long-term
credit facility and credit agreements (17,906) (7,101) 45,846
Proceeds from private placement of debt 75,000 - -
Purchase of treasury stock (6,846) (2,425) (7,150)
Exercise of stock options 1,165 1,558 533
Cash dividends paid (5,229) (5,212) (5,215)
Net cash provided by (used for) financing activities 46,184 (13,180) 34,014
Effect of exchange rate changes on cash and
cash equivalents (48) (46) 608
Increase (decrease) in cash and cash equivalents (879) 1,045 (3,950)
Cash and cash equivalents, beginning of year 1,795 750 4,700
Cash and cash equivalents, end of year $ 916 $ 1,795 $ 750
(*) Net of the effects of exchange rate changes and acquired business.
</TABLE>
See accompanying notes.
40 <PAGE>
<PAGE>
CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENTS
<TABLE>
<CAPTION>
Common Stock Paid-in Retained Translation Treasury Stock
Shares Amount Capital Earnings Component Shares Amount Total
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 26,073 $ 261 $ 54,130 $ 42,705 $ (3,495) - $ - $ 93,601
Translation adjustment 385 385
Purchase of treasury stock (275) (7,150) (7,150)
Issuance of common stock for:
Stock options 38 - 533 533
Employee Stock Purchase Plan 4 - (3,629) 275 7,150 3,521
Cash dividends ($.20 per share) (5,215) (5,215)
Net Income 46,227 46,227
Balance at December 31, 1995 26,115 261 51,034 83,717 (3,110) - - 131,902
Translation adjustment (1,350) (1,350)
Purchase of treasury stock (100) (2,425) (2,425)
Issuance of common stock for
stock options 23 - 409 47 1,149 1,558
Cash dividends ($.20 per share) (5,212) (5,212)
Net income 55,234 55,234
Balance at December 31, 1996 26,138 261 51,443 133,739 (4,460) (53) (1,276) 179,707
Translation adjustment (4,140) (4,140)
Purchase of treasury stock (201) (6,846) (6,846)
Issuance of common stock for:
Stock options 42 1 115 53 1,049 1,165
Employee Stock Purchase Plan (2,188) 163 5,832 3,644
Cash dividends ($.20 per share) (5,229) (5,229)
Net income 60,653 60,653
Balance at December 31, 1997 26,180 $ 262 $49,370 $189,163 $ (8,600) (38) $(1,241) $ 228,954
</TABLE>
See accompanying notes.
41<PAGE>
<PAGE>
Notes to Consolidated Financial Statements
Note 1: Description of Business
Founded in 1993, Belden Inc. (the "Company") is a leader in the design
and manufacture of wire, cable and cord products for the computer,
audio/video, industrial and electrical markets. The Company was
previously an unincorporated operating division of Cooper Industries,
Inc. ("Cooper"), until October 1993, when 23.5 million shares of Belden
Inc. common stock were sold to the public in an initial public offering.
The 2.5 million shares of common stock originally retained by Cooper
were subsequently sold to the public in 1995 and 1996.
Note 2: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include Belden and
all its subsidiaries. All significant intercompany accounts and
transactions are eliminated in consolidation.
Cash and Cash Equivalents
Cash equivalents consist of short-term, highly liquid investments with a
maturity of three months or less.
Inventories
Inventories are carried at cost or, if lower, market value. On the basis
of current costs, 73% and 72% of inventories in 1997 and 1996,
respectively, were carried on the last-in, first-out (LIFO) method. The
remaining inventories were carried on the first-in, first-out (FIFO)
method.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciation is
provided over the estimated useful lives of the related assets using
primarily the straightline method. This method is applied to asset
accounts which in general have the following lives: buildings 10 to 40
years and machinery and equipment 5 to 12 years.
Intangibles
Goodwill is related to businesses acquired and is being amortized over
40 years using the straightline method. On a periodic basis, the Company
estimates the future undiscounted cash flows of businesses to which
goodwill relates in order to ensure that the carrying value of goodwill
has not been impaired. Other intangibles, which consist primarily of
business information systems, are recorded at cost, and are being
amortized over their estimated useful lives using the straightline
method.
Income Taxes
Income taxes are provided based on earnings reported for financial
statement purposes. The provision for income taxes differs from the
amounts currently payable due to the recognition of revenues and
expenses in different periods for income tax and financial statement
purposes. Income taxes are provided as if operations in all countries,
including the United States, were standalone businesses filing separate
tax returns.
Research and Development
Research and development expenditures are charged to expense as
incurred. Expenditures for research and development sponsored by the
Company were $7,906,000, $8,656,000 and $8,070,000 for 1997, 1996, and
1995, respectively.
Environmental Remediation and Compliance
Environmental remediation costs are accrued, except to the extent costs
can be capitalized, based on estimates of known environmental
remediation exposures. Environmental compliance costs include
maintenance and operating costs with respect to pollution control
facilities and cost of ongoing monitoring programs. Such costs are
expensed as incurred. Capitalized environmental costs are depreciated
generally utilizing a 15-year life.
Futures Contracts
As part of its risk management strategy, the Company purchases exchange
traded forward contracts to manage its exposure to changes in copper
costs. The copper forward contracts obligate the Company to make or
receive a payment equal to the net change in the value of the contract
at its maturity. Such contracts are designated as hedges of the
Company s anticipated sales for which selling prices are firm, are
short-term in nature, and are effective in hedging the Companys
exposure to changes in copper costs during that cycle.
Unrealized gains and losses are deferred and recognized in earnings when
realized as an adjustment to cost of sales when the future sales occur
(the deferral accounting method). Amounts securing open forward
contracts are included in inventory. Realized and unrealized gains or
losses on options that are no longer effective as hedges or that relate
to sales that are no longer probable of occurring are recognized in
income from the date the contracts become ineffective until their
expiration.
42 <PAGE>
<PAGE>
Foreign Currency Exposure Management
The Company enters into various transactions designed to manage foreign
currency exposure. The Company is subject to transaction exposures that
arise from foreign exchange rate movements between the date foreign
currency transactions are recorded (e.g., export purchases and sales)
and the date they are consummated (e.g., cash disbursements and receipts
in foreign currencies). The Company sometimes hedges specific
transaction exposures by entering into forward contracts, which
typically do not exceed one year. Gains and losses on those forward
contracts from exchange rate movements offset losses and gains on the
transactions being hedged.
The Company sometimes enters into forward contracts to hedge a portion
of anticipated export sales, primarily intercompany, within the next 12
months. The dates of the forward contracts are designated to match the
dates of the anticipated cash receipts of the hedged export sales. Gains
and losses on the forward contracts from exchange rate movements offset
the losses and gains on the portion of the export sales hedged.
As a result of having various foreign operations, the Company is exposed
to the effect of exchange rate movements on the U.S. dollar value of
anticipated cash flows of its foreign operations, which will be remitted
to the U.S. The Company sometimes utilizes a natural hedge to mitigate
this exposure by denominating a portion of the Company's borrowing in
the same currency as the currency of the anticipated cash flow of its
foreign operations. The foreign currency denominated cash flow from the
foreign operation, when remitted, can be used to reduce the foreign
currency borrowing.
Use of Estimates in the Preparation of the Financial Statements
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 reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Note 3: Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
1997 1996 1995
(in thousands, except per share amounts)
Numerator:
<S> <C> <C> <C>
Net Income $ 60,653 $ 55,234 $ 46,227
Denominator:
Denominator for basic earnings per
share weighted-average shares 26,126 26,055 26,094
Effective of diluted employee stock options 214 181 153
Denominator for diluted earnings per share-adjusted
weighted-average shares 26,340 26,236 26,247
Basic earnings per share $ 2.32 $ 2.12 $ 1.77
Diluted earnings per share $ 2.30 $ 2.11 $ 1.76
</TABLE>
43 <PAGE>
<PAGE>
Note 4: Acquisitions
During 1997, 1996 and 1995, the Company acquired the entities described
below, which were accounted for under the purchase method of accounting.
Accordingly, the purchase price was allocated to the net assets acquired
based on their estimated fair market value. Operating results of the
acquisition are included in the Company's consolidated results since
their respective acquisition dates.
* On December 23, 1997, the Company purchased fixed assets and
inventory of Cowen Cable Corporation (Cowen). Cowen designs,
manufacturers and markets a variety of multiconductor cables
and is located in Leominster, Massachusetts.
* On January 8, 1997, the Company purchased substantially all of
the assets of the Alpha Wire Division (Alpha) of Alpha Wire
Corporation for cash of approximately $68 million. Alpha
designs and markets specialty wire and cable for a variety of
markets, including the computer interconnect, industrial and
electrical markets, and is located in Elizabeth, New Jersey.
The Company recorded approximately $45 million of goodwill in
connection with the acquisition.
* On December 3, 1996, the Company purchased substantially all
of the assets of Intech Cable, Inc. (Intech). Intech designs,
manufactures and markets specialty wire and cable for a
variety of markets, including the telecommunications and
industrial markets, and is located in Hudson, Massachusetts.
* On April 3, 1995, the Company acquired all of the outstanding
shares of Pope Cable and Wire B.V. (Pope), a wholly-owned
subsidiary of Netherlands Philips Bedrijven B.V. Pope is
engaged primarily in the design and manufacture of electronic
and electrical wire and cable and is located in Venlo, The
Netherlands. Pope's products primarily serve the television,
telecommunications, electrical and data communications markets
in Europe. The consideration paid for the stock of Pope
consisted of 80,652,000 Dutch guilders ($52,456,000 based on
the exchange rate in effect on the date of the acquisition).
* On March 23, 1995, the Company purchased substantially all of
the assets of American Electric Cordsets (AEC). AEC designs,
manufacturers and sells electrical cords for a variety of
markets.
Note 5: Nonrecurring Charge
In the third quarter of 1997, management of the Company approved a plan
designed to improve operating efficiencies. The plan involves the
closing of the Company s wire and cable manufacturing facility in
Hudson, Massachusetts and transfer of production to a new plant to be
built in South Carolina. In addition, due to productivity improvements
in its Venlo, The Netherlands facility, the Company will reduce its
employment at that facility by approximately 6%. The restructuring
charge of $1,600,000 ($980,000 net of tax) primarily relates to employee
severance and costs of plant closure. At December 31, 1997,
approximately $450,000 of such amount remains to be paid.
Note 6: Inventories
<TABLE>
<CAPTION>
December 31,
1997 1996
(in thousands)
<S> <C> <C>
Raw materials $ 25,195 $ 18,075
Work-in-process 16,203 17,599
Finished goods 75,794 49,029
Perishable tooling and supplies 4,365 3,965
121,557 88,688
Excess of current standard
costs over LIFO costs (10,297) (12,700)
Other (3,920) (2,183)
$107,340 $ 73,785
</TABLE>
44<PAGE>
<PAGE>
Note 7: Property, Plant and Equipment
<TABLE>
<CAPTION>
December 31,
1997 1996
(in thousands)
<S> <C> <C>
Land and land improvements $ 10,115 $ 10,045
Buildings 61,228 58,710
Machinery and equipment 217,115 206,264
Construction in process 9,592 9,898
298,050 284,917
Accumulated depreciation (146,117) (132,983)
$151,933 $151,934
</TABLE>
Note 8: Accounts Payable and Accrued Liabilities
<TABLE>
<CAPTION>
December 31,
1997 1996
(in thousands)
<S> <C> <C>
Trade accounts $ 49,683 $ 47,344
Payroll and related taxes 6,709 7,415
Employee stock purchase plan and
employee benefit accruals 3,609 5,370
Acquisition restructuring costs 3,994 3,860
Payable for acquired businesses 250 5,095
Other (individual items less than
5% of total current liabilities) 10,474 9,002
$ 74,719 $ 78,086
</TABLE>
Note 9: Long-term Debt and Other Borrowing Arrangements
<TABLE>
<CAPTION>
December 31,
1997 1996
(in thousands)
<S>
Variable-rate bank revolving <C> <C>
credit agreement, due 2001,
effective interest rate 6.13% at
December 31,1997 $ 9,000 $ 42,542
Short-term borrowings to be
Refinanced, effective interest rate
4.17% at December 31,1997 40,047 29,088
Medium-term notes, face amount
of $75,000 due from 2005
through 2009, effective interest
rate 6.92% 75,000 -
$ 124,047 $ 71,630
</TABLE>
The variable-rate bank revolving credit agreement (Credit Agreement)
provides for an aggregate $200,000,000 unsecured, multicurrency
revolving credit facility expiring in November 2001. Loans under the
Credit Agreement can be advanced by the banks either based on their
commitments (committed loans) or their offers which have been accepted
by the Company under a special bidding procedure (bid loans). Committed
loans accrue interest at the option of the Company at LIBOR plus 0.235%
to 0.500%, or the higher of the prime rate or the federal funds rate
plus 0.500%. Bid loans accrue interest at prevailing interest rates. A
facility fee of 0.090% to 0.250% per annum is charged on the aggregate
$200,000,000 credit. The short-term borrowings relate to unsecured,
uncommitted arrangements with four banks under which the Company may
borrow up to $76,000,000 at prevailing interest rates. At December 31,
1997 and1996, these borrowings were reclassified to long-term debt,
reflecting the Company s intention and ability to refinance the amounts
during the next year through either continued short-term borrowings or
utilizing the Credit Agreement.
45<PAGE>
<PAGE>
On August 11, 1997, the Company completed a private placement of
$75,000,000 of unsecured medium-term notes (Private Placement). The
Private Placement was priced at 6.92% and will mature twelve years from
closing with an average life of 10 years. The Note Purchase Agreement
affecting the Private Placement contains various customary affirmative
and negative covenants and other provisions, including restrictions on
the incurrence of debt and a maximum leverage ratio.
Total interest paid during 1997, 1996 and 1995 was $4,798,000,
$3,550,000, and $4,046,000, respectively.
Note 10: Retirement Plans
Substantially all employees are covered by defined benefit or defined
contribution pension plans maintained by the Company. The Company's
defined benefit plans include a noncontributory cash balance plan for
its domestic employees and a final pay pension plan and an early
retirement plan for its Dutch employees. Annual contributions to
retirement plans equal or exceed the minimum funding requirements of the
Employee Retirement Income Security Act or applicable local regulations.
Benefits provided to employees under defined contribution plans include
cash contributions by the Company based on either hours worked by the
employee or a percentage of the employee's compensation and under a
401(k) feature, a partial matching of employees' salary deferrals with
Company common stock.
Retirement plan expense for the years ended December 31, 1997, 1996 and
1995 is summarized in the following table.
<TABLE>
<CAPTION>
December 31,
1997 1996 1995
(in thousands)
Defined benefit plans:
<S> <C> <C> <C>
Service costs (benefits earned during the year) $ 3,465 $ 3,404 $ 2,666
Interest cost on projected benefit obligation 5,274 5,134 4,645
Actual gain on plan assets (15,143) (9,127) (8,368)
Net amortization and deferral 9,440 3,671 3,291
Defined benefit plan expense 3,036 3,082 2,234
Defined contribution plan expense 5,972 5,749 5,347
$ 9,008 $ 8,831 $ 7,581
</TABLE>
46 <PAGE>
<PAGE>
The actuarial present value of benefit obligations and the funded status
of the Company's defined benefit pension plans as of December 31, 1997
and 1996 follow:
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
Plans with Plans with Plans With Plans With
Assets In Accumulated Assets In Accumulated
Excess of Benefits In Excess of Benefits In
Accumulated Excess of Accumulated Excess of
Benefits Assets Benefits Assets
(in thousands)
Actuarial present value of:
<S> <C> <C> <C> <C>
Vested benefit obligation $ (64,787) $ (410) $ (58,939) $ (196)
Accumulated benefit obligation $ (66,147) $ (3,528) $ (59,745) $ (3,595)
Projected benefit obligation $ (83,450) $ (4,793) $ (76,919) $ (5,664)
Assets at fair value 85,104 -- 74,734 --
Projected benefit obligation
(in excess of) or less than plan 1,654 (4,793) (2,185) (5,664)
assets
Items not yet recognized in earnings: (6,234) 152 (312) 727
Unrecognized net (gain) loss (450) -- (676) --
Unamortized transition asset 12 (33) 15 (36)
Unrecognized prior service cost
Pension liability at end of year $ (5,018) $ (4,674) $ (3,158) $ (4,973)
</TABLE>
Assumptions used in determining the actuarial present value of benefit
obligations are summarized below.
<TABLE>
<CAPTION>
Computational Assumptions
Net Pension Cost Projected Benefit
Years Ended Obligation at
December 31, December 31,
1997 1996 1995 1997 1996
Discount rate:
<S> <C> <C> <C> <C> <C>
United States 7.0% 7.0% 8.0% 7.0% 7.0%
The Netherlands 6.5% 6.5% 7.0% 6.0% 6.5%
Rate of increase in compensation levels
United States 4.5% 4.5% 4.5% 4.5% 4.5%
The Netherlands 4.0% 4.0% 4.0% 4.0% 4.0%
Expected long-term rate of return on assets:
United States 9.0% 9.0% 9.0%
The Netherlands 7.0% 7.0% 7.0%
Benefit basis:
United States plans -- earnings during career
The Netherlands -- final pay multiplied
by years of service
</TABLE>
The assets of the pension plans are maintained in various trusts and
invested primarily in equity and fixed income securities and money
market funds.
47 <PAGE>
<PAGE>
Note 11: Postretirement Benefits Other Than Pensions
The Company sponsors an unfunded postretirement benefit plan (medical
and life insurance benefits) for employees who retired prior to 1989 (as
well as certain other employees who were near retirement and elected to
receive certain benefits). The expense and liability for these benefits
are set forth in the following tables.
<TABLE>
<CAPTION>
Components of Net Periodic Postretirement Benefit Cost
Years Ended December 31,
1997 1996 1995
(in thousands)
<S> <C> <C> <C>
Service cost (benefits earned during the year) $ 30 $ 34 $ 88
Interest cost on accumulated postretirement 827 870 1,214
benefit obligation (600) (600) (580)
Net amortization and deferral
$ 257 $ 304 $ 722
</TABLE>
<TABLE>
<CAPTION>
Accumulated Postretirement Benefit Obligation (APBO)
at December 31,
1997 1996
(in thousands)
<S> <C> <C>
Retired employees $ 12,934 $ 11,970
Employees eligible to retire 1,174 972
Other employees 521 694
$ 14,629 $ 13,636
Unrecognized net gain (loss) (1,603) 194
$ 16,026 $ 17,430
</TABLE>
Computational assumptions:
Discount rate at December 31, 1997 and 1996 6.5%
Health care cost trend rate 1997 to 2002 7.6% ratable to 4%
Effect of 1% increase in health care cost trend rate:
Increase December 31, 1997 APBO 6.0%
Increase 1997 expense 16.0%
48 <PAGE>
<PAGE>
Note 12: Income Taxes
Effective October 6, 1993, the Company and Cooper entered into a Tax
Sharing and Separation Agreement ("Tax Agreement"). Pursuant to the Tax
Agreement, the Company and Cooper made an election in connection with
the initial public offering of the Company's stock under Section
338(h)(10) of the Internal Revenue Code. The effect of this election was
to increase the tax basis of the Company's assets. This additional basis
is expected to result in increased income tax deductions and accordingly
may reduce income taxes otherwise payable by the Company. Pursuant to
the Tax Agreement, the Company agreed to pay to Cooper the amount of the
tax benefit associated with this additional basis (retaining 10% of the
tax benefit associated with the amortization of the allocated cost of
certain intangibles, such as goodwill) as realized on a quarterly basis,
calculated by comparing the Company's actual taxes to the taxes that
would have been owed had the increase in basis not occurred. The amount
required to be paid to Cooper is subject to certain adjustments if
certain business combinations or other acquisitions involving the
Company occur. Except for the retained 10% benefit, the effect of the
Tax Agreement is to put the Company in the same financial position it
would have been in had there been no increase in the tax basis of the
Company's assets.
The effect of the retained 10% benefit upon the income tax provisions
reflected in the accompanying income statements is to reduce these
provisions for the years ended December 31, 1997, 1996 and 1995 by
$789,000, $773,000 and $749,000, respectively.
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
(in thousands)
Income before income taxes;
<S> <C> <C> <C>
U.S. operations $ 90,662 $ 80,429 $ 68,974
Foreign operations 8,363 10,491 6,693
$ 99,025 $ 90,920 $ 75,667
Income Tax expense:
Currently payable:
U.S. federal $ 26,548 $ 24,862 $ 22,565
U.S. state and local 5,892 5,895 5,309
Foreign 2,282 1,729 2,995
$ 34,722 $ 32,486 $ 30,869
Deferred:
U.S. federal $ 2,486 1,075 (907)
U.S. state and local 614 267 (225)
Foreign 550 1,858 (297)
3,650 3,200 (1,429)
$ 38,372 $ 35,686 $ 29,440
Effective tax rate reconciliation:
U.S. federal statutory rate 35.0% 35.0% 35.0%
State and local income taxes 4.3 4.4 4.4
Other (0.5) (0.2) (0.5)
Effective tax rate 38.8% 39.2% 38.9%
Total income taxes paid (*)
$ 30,470 $ 31,247 $ 27,938
</TABLE>
(*) Included in 1997, 1996 and 1995 taxes paid are $11,600,000,
$11,400,000 and $12,000,000, respectively, paid to Cooper in accordance
with the Tax Agreement.
49 <PAGE>
<PAGE>
<TABLE>
<CAPTION>
December 31,
1997 1996
(in thousands)
Components of deferred tax balances:
Deferred tax liabilities:
<S> <C> <C>
Plant, equipment and intangibles $ (23,522) $ (20,930)
Deferred tax assets:
Postretirement benefits 10,353 10,338
Reserves and accruals 4,943 5,788
Other 271 499
15,567 16,625
$( 7,955) $ (4,305)
</TABLE>
Deferred income taxes have been established for differences in the basis
of assets and liabilities for financial statement and tax reporting
purposes as adjusted for the Tax Agreement with Cooper.
Note 13: Stock Compensation Plans
The Company has two forms of stock compensation plans, the Long-term
Incentive Plan ("Incentive Plan") and the Employee Stock Purchase Plan
("Stock Purchase Plan"). Under the Incentive Plan, designated employees
of the Company are eligible to receive awards in the form of stock
options, stock appreciation rights, restricted stock grants and
performance shares. An aggregate of 2,600,000 shares is reserved for
issuance under the Incentive Plan. As of December 31, 1997, 964,000
stock options have been granted with terms ranging from five to ten
years, vesting in equal amounts on each of the first three anniversaries
of the grant date. Under the Stock Purchase Plan, all full-time U.S.,
Canadian, and effective with the 1997 offering, Dutch employees receive
an option to purchase common stock at the lesser of 85% of the fair
market value on the offering date or 100% of the fair market value on
the exercise date.
With respect to the 1993 Employee Stock Purchase Plan offering, on
December 8, 1995, the Company sold 278,574 shares to 1,303 employees at
$12.64 per share. The Company used 75,000 treasury shares and issued an
additional 3,574 shares of stock. With respect to the 1995 offering, on
December 8, 1997, the Company sold 163,170 shares to 1,054 employees at
$20.94 per share using existing treasury shares. With respect to the
1997 offering, at December 31, 1997, 1,376 participating employees had
options to acquire up to 153,370 shares of common stock at the lesser of
$32.06 per share or the market price on the exercise date of December 6,
1999. An aggregate of 858,256 shares of common stock is currently
reserved for issuance under the Stock Purchase Plan.
The Company continues to account for stock options under Accounting
Principles Board No. 25, Accounting for Stock Issued to Employees and
has adopted the disclosure-only provisions of SFAS 123, "Accounting for
Stock-Based Compensation". Accordingly, no compensation cost has been
recognized for the stock compensation plans. The effect of applying SFAS
123's fair value method to the Company's stock compensation plan results
in net income and earnings per share that are not materially different
from amounts reported.
50 <PAGE>
<PAGE>
The following table summarizes the Company's stock option activity and
related information for the years ended December 31, 1997, 1996 and
1995:
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
Outstanding at beginning
<S> <C> <C> <C> <C> <C> <C>
of year 738,247 $ 23.51 484,107 $ 16.84 485,789 $ 16.29
Granted 72,500 34.88 347,000 30.74 40,500 21.79
Exercised (100,551) 17.85 (80,474) 15.40 (40,948) 15.06
Canceled (19,160) 23.87 (12,386) 18.13 (1,234) 15.52
Outstanding at end of year 691,036 $ 25.53 738,247 $ 23.51 484,107 $ 16.84
Exercisable at end of year 375,702 $ 20.66 297,747 $ 16.49 207,107 $ 15.86
</TABLE>
The following table summarizes information about fixed stock options
outstanding at December 31, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Weighted - Weighted Weighted -
Range of Average Remaining Average Average
Exercise Contractual Life Exercise Exercise
Prices Options Price Options Price
<C> <C> <C> <C> <C> <C>
$14 to $1 262,253 1.0 years $ 16.91 262,253 $ 16.91
21 to 24 31,181 2.2 21.71 17,681 21.65
29 to 31 325,102 8.2 30.73 95,768 30.73
31 to 36 72,500 9.2 34.88 -- --
$14 to $36 691,036 5.3 years $ 25.53 375,702 $ 20.66
</TABLE>
51 <PAGE>
<PAGE>
Note 14: Stockholder Rights Plan
Under a Stockholder Rights Plan adopted in 1995, a dividend of one
Preferred Share Purchase Right was declared for each share of common
stock. Each right, when exercisable, entitles the holder to purchase
1/100th of a share of the Company's Series A Junior Participating
Preferred Stock at a purchase price of $100. Each 1/100th of a share of
Series A Junior Participating Preferred Stock will be substantially
equivalent to one share of common stock and will be entitled to one
vote, voting together with the shares of common stock. The rights will
become exercisable only if, without the prior approval of the Board of
Directors, a person or group of persons acquires or announces the
intention to acquire 15% or more of the common stock. If the Company is
acquired through a merger or other business combination transaction,
each right will entitle the holder to purchase $200 worth of the
surviving company's common stock for $100 (subject to adjustment). In
addition, if a person or group of persons acquires 15% or more of the
common stock, each right not owned by the 15% or greater shareholder
would permit the holder to purchase $200 worth of common stock for $100
(subject to adjustment). The rights are redeemable, at the option of the
Company, at $.01 per right at any time until ten business days after a
person or group of persons acquires 15% or more of the common stock. The
rights expire on July 18, 2005.
Note 15: Commitments
At December 31, 1997, the Company had no foreign currency exchange
contracts. At December 31, 1997, the Company had copper future
contracts of $15,323,000. These contracts represent approximately two to
three months of the Company's anticipated U.S. requirements. At December
31, 1997, there were unrealized losses of $2,596,000 on open forward
contracts, which will be realized as an adjustment to cost of sales when
the future sales that are being hedged occur. The contracts expire as
follows:
<TABLE>
<CAPTION>
1998 (by quarter)
1 2 3 4
(in thousands)
<S> <C> <C> <C> <C>
Commitments as of December 31, 1997 $ 7,164 $ 2,520 $ 4,269 $ 1,370
</TABLE>
Note 16: Leases
Rental expense for operating leases primarily for office space and
machinery and equipment was $4,619,000, $4,007,000 and $3,436,000 in
1997, 1996 and 1995, respectively.
Minimum annual lease payments for noncancellable operating leases in
effect at December 31, 1997 are as follows:
<TABLE>
<CAPTION>
(in thousands)
<C> <C>
1998 $ 3,932
1999 2,554
2000 1,026
2001 248
2002 84
Thereafter 44
$ 7,888
</TABLE>
Note 17: Concentrations of Credit Risk and Fair Value of Financial
Instruments
Concentrations of Credit Risk
Concentrations of credit risk with respect to trade receivables are
limited due to the wide variety of customers and markets into which the
Company's products are sold, as well as their dispersion across many
different geographic areas. As a result, at December 31, 1997 and 1996,
the Company did not consider itself to have any significant
concentrations of credit risk except for receivables from several
operating units of a major customer of $ 19,018,000 and $16,171,000,
respectively.
Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables, debt instruments and
foreign currency forward contracts. At December 31, 1997 and 1996, the
book values of cash and cash equivalents, trade receivables, trade
payables and debt instruments, excluding the medium-term notes, are
considered representative of their respective fair values. The fair
value of the medium-term notes at December 31, 1997 was approximately
$78 million.
52 <PAGE>
<PAGE>
Note 18: Industry Segments, Major Customers and Geographic Information
The Company's operations are conducted within one business segment which
designs, manufactures and markets wire, cable and cord products for the
electronics and electrical markets. Sales to a major customer amounted
to 16%, 17% and 18% of consolidated revenues in 1997, 1996 and 1995,
respectively. Translation and transaction gains and losses included in
each year's consolidated income statements were not significant.
Geographic information is set forth in the following table.
<TABLE>
<CAPTION>
United
States Canada Europe Eliminations Consolidated
(in thousands)
Year ended December 31, 1997
Revenues:
<S> <C> <C> <C> <C> <C>
Customer $568,190 $42,517 $136,500 $ -- $747,207
Affiliate transfer 53,816 18,827 780 (73,423) --
Total 622,006 61,344 137,280 (73,423) 747,207
Operating earnings 88,050 3,621 14,908 (596) 105,983
Identifiable assets 425,990 24,814 83,274 (58,949) 475,129
Year ended December 31, 1996
Revenues:
Customer $485,621 $40,889 $140,915 $ -- $667,425
Affiliate transfers 28,514 14,767 -- (43,281) --
Total 514,135 55,656 140,915 (43,281) 667,425
Operating earnings 76,290 1,939 16,256 (68) 94,417
Identifiable assets 308,594 24,486 96,973 (58,408) 371,645
Year ended December 31, 1995
Revenues:
Customer $441,167 $45,776 $121,665 $ -- $608,608
Affiliate transfers 27,362 12,012 470 (39,844) --
Total 468,529 57,788 122,135 (39,844) 608,608
Operating earnings 68,072 2,142 9,932 (544) 79,602
Identifiable assets 272,524 26,312 94,714 (60,763) 332,787
53<PAGE>
<PAGE>
Transfers between domestic and international operations, principally
inventory transfers, are charged to the receiving organization at prices
sufficient to recover manufacturing costs.
Export sales to customers of $65,750,000, $61,057,000 and $43,334,000
are included in United States revenues for 1997, 1996 and 1995,
respectively. Export sales to customers of $11,937,000, $16,400,000 and
$14,297,000, respectively, are included in European revenues for 1997,
1996 and 1995. Export sales by geographic region are as follows:
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
Pacific Rim $ 46,866 $ 49,133 $ 37,703
Latin America 19,367 21,400 13,413
Canada 5,567 3,164 3,249
Other 5,887 3,760 3,266
$ 77,687 $ 77,457 $ 57,631
</TABLE>
Note 19: Quarterly Operating Results (unaudited)
<TABLE>
<CAPTION>
1997 (by quarter)
1 2 3 4
(in thousands except per share amounts)
<S> <C> <C> <C> <C>
Revenues $ 175,974 $ 192,597 $ 183,693 $ 194,943
Gross profit 46,058 48,837 47,522 54,892
Operating earnings 24,499 25,643 25,068 30,773
Net income 13,885 14,440 14,503 17,825
Basic earnings per share $ 0.53 $ 0.55 $ 0.56 $ 0.68
Diluted earnings per share $ 0.53 $ 0.55 $ 0.55 $ 0.68
</TABLE>
<TABLE>
<CAPTION>
1996 (by quarter)
1 2 3 4
(in thousands except per share amounts)
<S> <C> <C> <C> <C>
Revenues $ 169,275 $ 167,649 $ 159,067 $ 171,434
Gross profit 41,412 41,515 39,783 45,669
Operating earnings 21,674 22,810 23,005 26,928
Net income 12,570 13,316 13,428 15,920
Basic earnings per share $ 0.48 $ 0.51 $ 0.52 $ 0.61
Diluted earnings per share $ 0.48 $ 0.51 $ 0.51 $ 0.61
</TABLE>
Note 20: Contingent Liabilities
Various lawsuits, claims and proceedings have been or may be instituted
or asserted against the Company in the ordinary course of business,
including those pertaining to income tax examinations, environmental,
product liability and patent matters. Based on facts currently
available, management believes that the disposition of matters that are
pending or asserted will not have a materially adverse effect on the
financial position of the Company.
54<PAGE>
<PAGE>
Stockholder Information
Corporate Office
Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
Investor Relations Contact
Richard K. Reece
Vice President, Finance, Treasurer and Chief Financial Officer
(314) 854-8054
Annual Meeting
11:00 a.m.
May 7, 1998
St. Louis Club
7701 Forsyth Boulevard
St. Louis, Missouri 63105
Transfer Agent
ChaseMellon Shareholder Services
85 Challenger Road
Overpeak Center
Ridgefield Park, NJ 07660
(201) 296-4266
Independent Auditors
Ernst & Young LLP
701 Market Street, Suite 1400
St. Louis, Missouri 63101
(314) 259-1000
Form 10-K
Stockholders may obtain without charge a copy of the Company's annual
report on Form 10K filed with the Securities and Exchange Commission by
writing to the Investor Relations Department at the Company's corporate
office.
Market Information
The Company's common stock is traded under the symbol "BWC." Belden's
common stock began trading on the New York Exchange on September 30, 1993.
At March 1, 1997, the Company had 1270 stockholders of record.
Common Stock Prices and Dividends
<TABLE>
<CAPTION>
1997 (by quarter)
1 2 3 4
<S> <C> <C> <C> <C>
Dividends per common share $.05 $.05 $.05 $.05
Common stock prices:
High 39 7/8 38 1/8 39 13/16 38 3/4
Low 34 3/4 30 5/8 33 3/4 32
</TABLE>
<TABLE>
<CAPTION>
1996 (by quarter)
1 2 3 4
<S> <C> <C> <C> <C>
Dividends per common share $.05 $.05 $.05 $.05
Common stock prices:
High 32 1/2 34 30 1/8 37
Low 24 1/8 27 1/2 24 3/4 28 1/2
55 <PAGE>
Directors
Lorne D. Bain (Director since 1993; Age 56)
(Audit Committee Chairman)
Managing Director of Bellmeade
Capital Partners L.L.C.
Christopher I. Byrnes (Director since 1995; Age 48)
(Compensation Committee Member)
Dean, School of Engineering and Applied Science; Washington University
Joseph R. Coppola (Director since 1993; Age 67)
(Compensation Committee Chairman)
Retired Chairman of the Board and Chief Executive Officer; Giddings &
Lewis, Inc., a manufacturer of machine tools and assembly systems
John R. DallePezze (Director since 1997; Age 54)
Chairman of the Board, President and Chief Executive Officer; Holophane
Corporation, a manufacturer of premium quality, highly engineered lighting
fixtures and systems for industrial, commercial and outdoor applications.
Alan E. Riedel (Director since 1993; Age 67)
(Audit Committee Member)
Director and Chairman of the Board; Gardner Denver Machinery, Inc., a
manufacturer of air compressors and pumps and Retired Vice Chairman; Cooper
Industries, Inc.
Bernard G. Rethore (Director since 1997; Age 54)
(Audit Committee Member)
Chairman of the Board and Chief Executive Officer; Flowserve Corporation, a
worldwide supplier of advanced-technology fluid transfer and control
equipment, systems and services.
Officers
C. Baker Cunningham (Age 56)
Chairman of the Board, President and Chief Executive Officer
Kevin L. Bloomfield (Age 46)
Vice President, Secretary and General Counsel
Richard K. Reece (Age 41)
Vice President, Finance, Treasurer and Chief Financial Officer
Cathy O. Staples (Age 47)
Vice President, Human Resources
Peter J. Wickman (Age 48)
Vice President, Operations
56<PAGE>
</TABLE>
<PAGE>
Exhibit 21.1
List of Subsidiaries of Belden Inc.
Belden Wire & Cable Company (Incorporated in Delaware)
Belden (Canada) Inc. (Incorporated in Ontario,
Canada)
Belden International, Inc. (Incorporated in Delaware)
Belden Electronics S.a.r.l. (Incorporated in France)
Belden Electronics GmbH (Incorporated in Germany)
Belden UK Limited (Incorporated in the United
Kingdom)
Belden Foreign Sales Corporation (Incorporated in Barbados)
Belden Holdings, Inc. (Incorporated in Delaware)
Belden Europe B.V. (Incorporated in The Netherlands)
Belden Wire & Cable B.V. (Incorporated in The Netherlands)
Grupo Belden Mexicana S.A. de C.V. (Incorporated in Mexico)
Belden Electronics, S.A. de C.V. (Incorporated in Mexico)
Belden Brasil Comercial LTDA (Incorporated in Brazil)
Belden Pacific Finance Pty Ltd. (Incorporated in Victoria,
Australia)
Belden Australia Pty Ltd. (Incorporated in Victoria,
Australia)
Belden Superannuation Pty Ltd. (Incorporated in Victoria,
Australia)
Belden Electronics Argentina S.A. (Incorporated in Argentina)<PAGE>
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Belden Inc. of our report dated January 19, 1998, included in the
1997 Annual Report to Shareholders of Belden Inc.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8) pertaining to the Belden Inc. Employee Stock Purchase
Plan (No. 33-66830), the Belden Inc. Employee Long-Term Incentive Plan (No.
33-83154), and the Belden Inc. Non-Employee Director Stock Plan (No. 333-
11071) of our report dated January 19, 1998, with respect to the
consolidated financial statements of Belden Inc. incorporated herein by
reference in this Annual Report (Form 10-K) for the year ended December 31,
1997.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 24, 1998<PAGE>
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PERCENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER
CUNNINGHAM, with full power and substitution, his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which such attorney and agent may deem necessary or advisable
to enable the Company to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
execution and filing of the Annual Report (Form 10-K) of Belden Inc. for
the fiscal year ended December 31, 1997 (the "Annual Report"), including
specifically the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as director of the Company to the
Annual Report or to any amendments thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as
an exhibit to, or in connection with such Annual Report or amendments; and
the undersigned does hereby ratify and conform as his own act and deed all
that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 6th day of March, 1998.
/s/ Lorne D. Bain
Lorne D. Bain<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PERCENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER
CUNNINGHAM, with full power and substitution, his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which such attorney and agent may deem necessary or advisable
to enable the Company to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
execution and filing of the Annual Report (Form 10-K) of Belden Inc. for
the fiscal year ended December 31, 1997 (the "Annual Report"), including
specifically the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as director of the Company to the
Annual Report or to any amendments thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as
an exhibit to, or in connection with such Annual Report or amendments; and
the undersigned does hereby ratify and conform as his own act and deed all
that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 12th day of March, 1998.
/s/ Christopher I Byrnes, Ph. D
Christopher I. Byrnes, Ph. D<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PERCENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER
CUNNINGHAM, with full power and substitution, his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which such attorney and agent may deem necessary or advisable
to enable the Company to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
execution and filing of the Annual Report (Form 10-K) of Belden Inc. for
the fiscal year ended December 31, 1997 (the "Annual Report"), including
specifically the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as director of the Company to the
Annual Report or to any amendments thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as
an exhibit to, or in connection with such Annual Report or amendments; and
the undersigned does hereby ratify and conform as his own act and deed all
that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of March, 1998.
/s/ Joseph R. Coppola
Joseph R. Coppola<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PERCENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER
CUNNINGHAM, with full power and substitution, his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which such attorney and agent may deem necessary or advisable
to enable the Company to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
execution and filing of the Annual Report (Form 10-K) of Belden Inc. for
the fiscal year ended December 31, 1997 (the "Annual Report"), including
specifically the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as director of the Company to the
Annual Report or to any amendments thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as
an exhibit to, or in connection with such Annual Report or amendments; and
the undersigned does hereby ratify and conform as his own act and deed all
that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of February, 1998.
/s/ John R. DallePezze
John R. DallePezze<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PERCENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER
CUNNINGHAM, with full power and substitution, his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which such attorney and agent may deem necessary or advisable
to enable the Company to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
execution and filing of the Annual Report (Form 10-K) of Belden Inc. for
the fiscal year ended December 31, 1997 (the "Annual Report"), including
specifically the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as director of the Company to the
Annual Report or to any amendments thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as
an exhibit to, or in connection with such Annual Report or amendments; and
the undersigned does hereby ratify and conform as his own act and deed all
that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 24th day of March, 1998.
/s/ Bernard G. Rethore
Bernard G. Rethore<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PERCENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER
CUNNINGHAM, with full power and substitution, his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which such attorney and agent may deem necessary or advisable
to enable the Company to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
execution and filing of the Annual Report (Form 10-K) of Belden Inc. for
the fiscal year ended December 31, 1997 (the "Annual Report"), including
specifically the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as director of the Company to the
Annual Report or to any amendments thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as
an exhibit to, or in connection with such Annual Report or amendments; and
the undersigned does hereby ratify and conform as his own act and deed all
that such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of March, 1998.
/s/ Alan E. Riedel
Alan E. Riedel<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 916
<SECURITIES> 0
<RECEIVABLES> 121540
<ALLOWANCES> 779
<INVENTORY> 107340
<CURRENT-ASSETS> 237268
<PP&E> 298050
<DEPRECIATION> 146117
<TOTAL-ASSETS> 475129
<CURRENT-LIABILITIES> 83077
<BONDS> 0
0
0
<COMMON> 262
<OTHER-SE> 228692
<TOTAL-LIABILITY-AND-EQUITY> 475129
<SALES> 747207
<TOTAL-REVENUES> 747207
<CGS> 549898
<TOTAL-COSTS> 549898
<OTHER-EXPENSES> 91326
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6958
<INCOME-PRETAX> 99025
<INCOME-TAX> 38372
<INCOME-CONTINUING> 60653
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60653
<EPS-PRIMARY> 2.32
<EPS-DILUTED> 2.3
<PAGE>
</TABLE>
<PAGE>
Exhibit 99.1
March 26, 1998
Dear Shareholder:
The Board of Directors cordially invites you to attend the annual meeting
of shareholders of Belden Inc. at the St. Louis Club (16th Floor), Pierre
Laclede Center, 7701 Forsyth Boulevard, St. Louis, Missouri, to be held on
Thursday, May 7, 1998, at 11:00 a.m. C.D.T.
Details of the business to be conducted at the annual meeting are given in
the attached Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing and returning your proxy
form in the enclosed envelope.
Thank you for your continued support.
Sincerely,
/s/ C. Baker Cunningham
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer<PAGE>
<PAGE>
BELDEN INC.
Notice of Annual Meeting of Shareholders
To Be Held Thursday, May 7, 1998
To the Shareholders of Belden Inc.:
Belden Inc. will hold its 1998 Annual Meeting of Shareholders in the Lewis
& Clark Room of the St. Louis Club, Pierre Laclede Center, 7701 Forsyth
Boulevard, 16th Floor, St. Louis, Missouri, on Thursday, May 7, 1998, at
11:00 a.m. C.D.T. to vote upon:
The election of three directors, each for a three year term; and
Other business that may properly come before the meeting.
Shareholders of record at the close of business on March 17, 1998 will be
entitled to vote at the meeting.
Whether or not you expect to attend the Belden Annual Meeting, please
complete, sign and date the enclosed proxy card and return it in the
accompanying postage-paid envelope. The proxy may be revoked at any time
prior to the vote at the meeting by following the procedures noted in the
attached Proxy Statement.
By order of the Board of Directors,
/s/ Kevin Bloomfield
Kevin Bloomfield
Vice President, Secretary
and General Counsel
St. Louis, Missouri
March 26, 1998
<PAGE>
<PAGE>
BELDEN INC.
March 26, 1998
PROXY STATEMENT
Annual Meeting of Shareholders
To be held May 7, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Belden Inc. for the 1998
Annual Meeting of Shareholders. Distribution of this Proxy Statement and a
proxy form is scheduled to begin on March 26, 1998.
Only record holders of the common stock, $.01 par value, of the Company at
the close of business on March 17, 1998 (the "Record Date") will be
entitled to vote at the meeting. At March 16, 1998, 26,163,934 shares of
common stock were outstanding and entitled to vote. Each share of common
stock has one vote. For the proposal to be considered, the presence at the
meeting, in person or by proxy, of the holders of a majority of shares of
common stock is necessary to constitute a quorum.
You can ensure that your shares are voted at the meeting by completing and
returning the enclosed proxy form in the envelope provided. Sending in a
proxy will not affect your right to attend the meeting and vote. A
shareholder who gives a proxy may revoke it at any time before it is
exercised by voting in person at the meeting, by submitting another proxy
bearing a later date, or by notifying the Inspector of Election in writing
of such revocation.
MATTERS TO COME BEFORE THE MEETING
Election of Three Directors
The directors of the Company are divided into three classes, Class I, Class
II and Class III, with each class serving for a term of three years. One
class stands for election at each annual meeting of shareholders. There
are three Class I directors whose term will expire at the 2000 annual
meeting, one Class III director whose term will expire at the 1999 annual
meeting and three Class II directors whose term will expire at this annual
meeting. At this meeting, three Class II directors will be elected for a
term expiring at the 2001 annual meeting. Alan Riedel, Lorne Bain and
Bernard Rethore are the Board of Directors' nominees as Class II directors
for election at this meeting. Each is a current Class II director.
Each nominee has indicated a willingness to serve as director if elected.
Should any nominee be unavailable or unwilling to serve, and if any other
person is nominated, the persons designated on the accompanying form of
proxy will have the discretionary authority to vote or refrain from voting
in accordance with their judgment on such other nominee unless authority to
vote on such matter is withheld.
Nominees for Class II Directors
ALAN E. RIEDEL (PHOTO)
Chairman
Gardner Denver, Inc.
Member -- Audit Committee
Director since 1993 Age 67
Graduated magna cum laude from Ohio University with a B.A. degree in
government. Received a Juris Doctor degree from Case Western Reserve
University School of Law, where he was elected to the Order of the Coif.
Has completed Harvard Business School's Advanced Management Program. In
1994, received an Honorary Doctor of Laws from Ohio University. Since April
1994, has been of counsel to the law firm of Squire, Sanders & Dempsey and
has been Director and Chairman of Gardner Denver, Inc., a manufacturer of
air compressor products and pumps. Had been Vice Chairman of Cooper
Industries, Inc. ( Cooper ), a manufacturer of electrical equipment, tools
and hardware, and automotive parts, from April 1992 until April 1994, when
he retired. From 1973 to 1992, was Senior Vice President, Administration of
Cooper.
Director, Standard Products Company, and Arkwright Mutual Insurance
Company.
2<PAGE>
<PAGE>
LORNE D. BAIN (PHOTO)
Managing Director
Bellmeade Capital Partners, L.L.C.
Member -- Audit Committee
Director since 1993 Age 56
Received a B.B.A. degree from St. Edwards University and a Juris Doctor
degree from the University of Texas School of Law and has completed Harvard
Business School's Advanced Management Program. Presently, Managing Director
of Bellmeade Capital Partners, L.L.C. , a merchant banking firm. From
1991 to 1996, had been Chairman and Chief Executive Officer of Sanifill,
Inc., an environmental services company.
BERNARD G. RETHORE (PHOTO)
Chairman and Chief Executive Officer
Flowserve Corporation
Chairman -- Audit Committee
Director since February 1997 Age 56
Received a B.A. degree in Economics (Honors) from Yale University and an
M.B.A. degree from the Wharton School of the University of Pennsylvania.
Since 1995, had been Director, President and Chief Executive Officer of
BW/IP, Inc., a supplier of advanced-technology fluid transfer and control
equipment, systems and services and was also elected its Chairman in
February 1997. In July 1997, became Chairman and Chief Executive Officer
of Flowserve Corporation ( Flowserve ). Flowserve, formed by the merger of
BW/IP Inc. and Durco International, Inc., produces highly engineered pumps,
precision seals, valves and valve actuators, and flow management services.
From 1989 to 1995, was Senior Vice President of Phelps Dodge Corporation
and President of Phelps Dodge Industries.
Director, Maytag Corporation.
Class I Directors: Term Expiring in 2000
JOSEPH R. COPPOLA (PHOTO)
Chairman -- Compensation Committee
Director since 1993 Age 67
Received a B.S. degree in mechanical engineering from the University of
Massachusetts. Had been Chairman and Chief Executive Officer of Giddings &
Lewis, Inc., a manufacturer of machine tools and assembly systems, from
July 1, 1993, and a director of the company, from July 1989 until April
1997, when he retired. From 1985 to 1993, was Senior Vice President,
Manufacturing Services of Cooper.
Director, Coltec Industries Inc., National Exchange Bank.
3<PAGE>
<PAGE>
CHRISTOPHER I. BYRNES (PHOTO)
Dean, School of Engineering and Applied Science
Washington University
Member -- Compensation Committee
Director since 1995 Age 48
Received a B.S. degree in mathematics from Manhattan College and M.S. and
Ph.D. degrees in mathematics from the University of Massachusetts. Has
served on the engineering faculty at Arizona State, Harvard, and the Royal
Institute of Technology in Stockholm. Has held visiting appointments in
Austria, France, Germany, Italy, Japan, the Netherlands, Sweden and the
former Soviet Union. Elected Fellow of the Institute of Electrical and
Electronics Engineers and of the Japan Society for the Promotion of
Science. Since 1991, has been Dean of the School of Engineering and
Applied Science of Washington University.
JOHN R. DALLEPEZZE (PHOTO)
Chairman of the Board, President and Chief Executive Officer
Holophane Corporation
Member Compensation Committee
Director since May 1997 Age 54
Received a B.S.E.E. degree from Princeton University and an M.S. degree
from the Massachusetts Institute of Technology. Since October 1989, has
been Director, President and Chief Executive Officer and, since February
1992, Chairman of the Board of the Holophane Corporation, a manufacturer of
lighting fixtures and systems.
Class III Director: Term Expiring in 1999
C. BAKER CUNNINGHAM (PHOTO)
Chairman of the Board, President and
Chief Executive Officer (PHOTO)
Belden Inc.
Director since 1993 Age 56
Received a B.S. degree in civil engineering from Washington University, an
M.S. degree in civil engineering from Georgia Tech and an M.B.A. from
Harvard Business School. Has been Chairman, President and Chief Executive
Officer of the Company since its incorporation in July 1993. From February
1982 until July 1993, was an Executive Vice President, Operations of
Cooper.
Director, Cooper Cameron Corporation.
4<PAGE>
<PAGE>
Vote Required and Board Recommendation
To be elected, each nominee must receive the affirmative vote of a majority
of the common stock of the Company represented at the meeting.
Voting Procedures
Vote Required: Delaware law requires for approval of the proposal the
affirmative vote of holders of a majority of shares of common stock
represented at the meeting. Votes cast by proxy or in person at the
meeting will be tabulated by the Inspector of Elections.
Effect of an Abstention and Broker Non-Votes: A shareholder who withholds
from voting on the proposal will be included in the number of shareholders
present at the meeting for the purpose of determining the presence of a
quorum. Abstentions (including votes withheld) will be treated as votes
cast against the proposal because they are deemed shares present and
entitled to vote at the meeting. Under the rules of the New York Stock
Exchange, brokers holding stock for the accounts of their clients who have
not been given specific voting instructions as to the proposal by their
clients may vote their clients' proxies in their own discretion for such
proposal. Should a matter arise for which brokers do not have discretion
and have not been given specific voting instructions, such broker non-votes
will not, under applicable Delaware law, be considered as shares entitled
to vote on such matter and will not have any effect on the outcome of such
matter.
The Board of Directors recommends a vote "for" the election of each nominee
to the Board of Directors.
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following information lists beneficial ownership of common stock at
March 10, 1998 of (i) each director or nominee; (ii) each executive officer
named in the Summary Compensation Table; and (iii) directors and executive
officers as a group. Except as otherwise noted, each person has sole voting
and investment power as to his shares. The percentage of outstanding
common stock, including options exercisable within 60 days of March 10,
1998, beneficially owned by directors and executive officers as a group is
1.5%. The percentage beneficially owned by any director or nominee
individually does not exceed 1%.
Shares Beneficially
Owned (a) (b)
C. Baker Cunningham 217,626
Chairman of the Board, President,
Chief Executive Officer and Director
Richard K. Reece 54,362 (c)
Vice President, Finance, Treasurer and
Chief Financial Officer
Peter J. Wickman 47,546 (d)
Vice President, Operations
Kevin L. Bloomfield 31,707
Vice President, Secretary and General Counsel
Cathy O. Staples 12,672
Vice President, Human Resources
Lorne D. Bain 4,400
Director
Joseph R. Coppola 3,900
Director
Alan E. Riedel 14,900(e)
Director
Christopher I. Byrnes 1,900
Director
5 <PAGE>
<PAGE>
Shares Beneficially
Owned (a) (b)
Bernard G. Rethore 2,200(f)
Director
John R. DallePezze 3,200
Director
All Directors and Executive Officers as a Group 394,413
(a) Includes the following shares covered by stock options which are
currently exercisable or exercisable within 60 days of March 10,
1998: Mr. Cunningham, 131,333 shares; Mr. Reece, 42,233 shares; Mr.
Wickman, 37,333 shares; Mr. Bloomfield, 21,667 shares; Ms. Staples,
4,834 shares; Messrs. Coppola and Bain, 3,000 shares; Mr. Riedel,
2,000 shares, and Messrs. Byrnes, Rethore and DallePezze, 1,000
shares.
(b) Includes shares held in the Company's savings plan.
(c) Includes 10,876 shares owned jointly by Mr. Reece and his wife.
(d) Includes 1,000 shares owned jointly by Mr. Wickman and his wife.
(e) Includes 1,500 shares held in an Individual Retirement Account.
(f) Includes 1,200 shares held in trust.
The following table shows certain information regarding those
shareholders known to the Company to beneficially own more than 5% of the
outstanding shares of common stock.
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Percent
of Beneficial Owner Beneficial Ownership of class
<S> <C> <C>
The Prudential Insurance 1,943,800* 7.43%
Company of America
751 Broad Street
Newark, NJ 07102-3777
Brown Capital Management 1,477,925** 5.64%
809 Cathedral Street
Baltimore, MD 21201
Princeton Services, Inc. 1,500,000*** 5.7%
800 Scudders Mill Road
Plainsboro, NJ 08536
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, NJ 08536
Mill Lynch Capital Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
</TABLE>
* Information based on a Schedule 13G, Amendment Number 5, filed with
the Securities and Exchange Commission by The Prudential Insurance
Company of America ("Prudential"). Prudential has sole voting power
and sole dispositive power over 949,500 shares, and shared voting
power and shared dispositive power over 994,300 shares.
** Information based on a Schedule 13G filed with the SEC by Brown
Capital Management ( Brown ). Brown has sole voting power over
619,860 shares, shared voting power over 107,800 shares, sole
dispositive power over 1,477,925 shares and no shared dispositive
power.
*** This group of beneficial owners are collectively referred to as
Princeton/Merrill . Information based on a Schedule 13G filed with
the SEC by Princeton/Merrill. Princeton/Merrill has shared voting
power over 500,000 shares and shared disposition power over 500,000
shares.
6<PAGE>
<PAGE>
In addition, at December 31, 1997, Bankers Trust Company, as Trustee of
the Belden Wire & Cable Retirement Savings Plan ("Savings Plan"), held of
record 432,874 shares, 1.6% of common stock. The Savings Plan permits plan
participants to direct the plan Trustee to vote the common stock of the
Company allocated to their accounts. Under the terms of the plan, the
Trustee will vote unallocated and uninstructed shares in proportion to the
shares to which instructions have been received.
BOARD MEETINGS AND COMMITTEES
The Board of Directors met four times during 1997. All directors attended
75% or more of the meetings of the Board and of the Board Committees on
which they served. The Company has two committees of the Board of
Directors, an Audit Committee and a Compensation Committee. It does not
have a nominating committee.
Audit Committee
Members: Mr. Rethore, Chairman; Mr. Riedel and Mr. Bain.
The Committee met four times in 1997. The Audit Committee meets with
financial management and the Company's independent auditors to review
internal accounting controls, the Company's compliance with its conflict of
interest and ethical conduct policies, and accounting, auditing, and
financial reporting matters.
Compensation Committee
Members: Mr. Coppola, Chairman; Dr. Byrnes; and Mr. DallePezze.
The Committee met two times in 1997. The Compensation Committee generally
reviews compensation for officers, annual salary and wage guidelines for
employees, and awards under the Company's Incentive Plan.
COMPENSATION OF DIRECTORS
The Company's nonemployee directors each receive an annual retainer of
$20,000 and $1,000 per meeting for special board meetings or committee
meetings not held in conjunction with a regular board meeting. All
nonemployee directors are reimbursed for expenses incurred in connection
with attending board and committee meetings. Mr. Cunningham does not
receive any compensation for serving as a member of the Board.
Also, under the Non-Employee Director Stock Plan, Messrs. Bain, Riedel,
Coppola, Byrnes, Rethore, and DallePezze each automatically receive on the
day following each annual meeting of shareholders 200 treasury shares of
the Company s common stock.
In addition, under the Incentive Plan, each nonemployee director is
automatically granted, on the day following each annual meeting of
shareholders, an option to purchase 1,000 shares of common stock. The
option exercise price is equal to 100% of the fair market value (as defined
in the Incentive Plan) of the common stock on the date of the option grant.
The options become exercisable on the first anniversary of the date of
grant and expire five years after the date of grant. The option price may
be paid in cash, shares of common stock or a combination of cash and
shares.
Following the Company's 1997 annual meeting, pursuant to the Incentive
Plan, Messrs. Bain, Riedel, Coppola, Rethore, DallePezze and Byrnes each
received an option to purchase 1,000 shares of common stock at a price of
$31.50 per share. The options will become exercisable on May 2, 1998 and
will expire on May 2, 2002.
All options granted to nonemployee directors are nontransferable, other
than by will or the laws of descent and distribution, and each option is
exercisable, during the lifetime of the optionee, only by the optionee. If
a person ceases to be a nonemployee director due to death, disability or
retirement, his or her options generally will be exercisable for a period
of one year (but not later than the expiration date of the option). If a
nonemployee director's service terminates for any other reason, options
that are not then exercisable shall be cancelled and options that are
exercisable may be exercised at any time within 90 days after the date of
such termination (but not later than the expiration date of the options).
The portion of the Incentive Plan applicable to nonemployee directors is
designed to operate automatically and not require administration.
7<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
Report of the Compensation Committee on Executive Compensation
The Compensation Committee, comprised of non-employee directors of the
Company, is responsible for establishing the Company's compensation
philosophy and making all decisions regarding compensation for the Chief
Executive Officer and other named executive officers, including determining
base salary and bonus amounts, approving target financial performance
levels, and granting stock options and other long-term incentives. The
Committee also reviews guidelines for compensation, bonus, and stock option
grants for other employees.
Executive Compensation Objectives
The Company's executive compensation plans are designed to attract and
retain key management employees and to motivate these employees to take
actions that enhance shareholder value and attain Company goals. The
officers of the Company are paid salaries in line with their
responsibilities. The Company's philosophy is to target total direct
compensation at the 50th percentile of other comparably sized companies.
An outside consultant is hired to evaluate the level of competitiveness of
the executive compensation programs relative to other companies within the
electronics and communication equipment industry. In the past, companies
selected for comparison purposes were those with whom the Company competes
for executive talent, many of which may be too large to use for
compensation comparison purposes. Because this group may differ from the
Company's product competitors, this comparison group has not been selected
to reflect the companies shown on the proxy performance graph.
Elements of the Executive Compensation Program
In 1997, the total compensation package for the Company's top executives
consisted of the following elements:
Base salary
Annual bonus
Stock options
The Company's incentive programs are key elements of the total
compensation package, designed to reward executives for short- and long-
term enhancements to the value received by shareholders.
Base Salaries
Base salaries are reviewed each year and adjusted based on Company
performance, individual performance, the executive's level of
responsibility, and position responsibilities. During 1997, salaries paid
to the named executive officers increased 8.2% over those paid in 1996.
Annual Incentives
The annual incentive program provides executives with the opportunity
to earn bonuses when warranted by Company and individual performance.
Awards are based on individual achievements, operational performance, and
Company progress towards long-term goals. Goals are established by the
Committee at the beginning of the fiscal year. The Company's overall
financial performance determines the size of the bonus pool to be
distributed to the executives participating in the program.
8<PAGE>
<PAGE>
In 1997, the Company posted its fourth consecutive year of revenue and
earnings growth since becoming an independent company in 1993. Net income
increased 9.8% on revenues that were up 12% over 1996. Diluted earnings
per share increased 9% compared to last year. The Company improved its
operating position by completing the closure of the Apple Creek, Ohio plant
and reducing employment in its Dutch operation. Revenues benefited from
the recent acquisitions of Intech Cable Inc. and Alpha Wire Company.
Overall, financial results were achieved in spite of mixed market
conditions in the industries the Company serves, but the rate of increase
in results slowed compared to that of the last few years. To reflect this
performance and provide incentive awards that approximate the market
median, bonuses awarded to the named executives for 1997 performance were
7.4% less than those paid in 1996. It is the Committee's intent to
maintain median compensation levels over time if the Company continues to
achieve financial and other strategic accomplishments that benefit
shareholders over the long-term.
Long-Term lncentives
The Company also uses stock options to strengthen the relationship
between top management and the shareholders. These stock options provide
the opportunity for the executives to share in any gains created for the
shareholders and act as a tool for retaining key executives. The policy of
the Compensation Committee is to grant stock options every two years to
members of the management group to encourage ownership of the Company's
stock and to more closely align the executive's interest with the interest
of other shareholders. Pursuant to this policy, options were granted to
officers in 1996 and will be granted again in 1998. However, in 1997,
Messrs. Reece and Wickman each received an option to purchase 10,000 shares
of the Company's common stock in recognition of their contribution to the
Company's strong performance in 1996.
CEO Compensation
In keeping with the Company's philosophy of emphasizing the incentive
elements of the total compensation package, Mr. Cunningham's base salary
was increased in 1997 by 5.6% to $470,000. Mr. Cunningham participates in
the same incentive plans as the other named executive officers. For 1997,
he earned a bonus of $240,000 or 51% of salary, which reflects the solid
performance of the Company, Mr. Cunningham's role in achieving the strong
financial results, and the successful acquisition of Cowen Cable. This
bonus was 11.1% below the level paid in 1996 because of the slower rate of
earnings growth achieved in 1997. Consistent with the Committee's general
policy to grant stock options every other year, Mr. Cunningham was not
awarded stock options in 1997.
The Company also maintains certain benefit programs in which the named
executive officers participate. The compensation attributed to these
executive officers for 1997 from these programs is detailed in this proxy
statement. Mr. Cunningham's participation in these programs reflects what
the Committee believes is the participation that other executives at his
level in similarly sized organizations would expect.
Section 162(m) of the Internal Revenue Code imposes a limitation on
the deductibility of nonperformance-based compensation in excess of $1
million paid to the executive officers. Although the Committee considers
this provision when reviewing executive compensation, the Committee uses
sound business judgment to determine whether specific compensation programs
are appropriate, even if certain elements may not meet the performance
criteria under the tax code provision. However, the Committee currently
believes that the Company should be able to continue to manage its
executive compensation program so as to preserve the related federal income
tax deductions.
Joseph R. Coppola, Chairman
Christopher I. Byrnes
John R. DallePezze
9<PAGE>
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Securities All
Annual Compensation Underlying Other
Salary(1) Bonus(2) Options(3) Compensation(4)
Name and Principal Position Year ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
C. Baker Cunningham 1997 467,833 240,000 33,275
Chairman of the Board, President, 1996 440,833 270,000 65,000 29,589
and Chief Executive Officer 1995 416,667 215,000 25,950
Richard K. Reece 1997 231,750 90,000 10,000 14,929
Vice President, Finance, Treasurer 1996 222,000 100,000 15,000 13,590
and Chief Financial officer 1995 210,000 80,000 12,150
Peter J. Wickman 1997 220,000 90,000 10,000 14,400
Vice President, Operations 1996 197,500 100,000 15,000 12,488
1995 171,500 80,000 10,418
Kevin L. Bloomfield 1997 179,000 72,000 11,655
Vice President, Secretary 1996 169,666 80,000 10,000 10,560
and General Counsel 1995 160,500 65,000 9,247
Cathy O. Staples 1997 141,167 50,000 7,928
Vice President, 1996 115,767 35,000 5,000 6,559
Human Resources 1995 106,033 30,000 5,659
</TABLE>
(1) The aggregate amount of perquisites and other personal
benefits for any named executive does not exceed $50,000 or
10% of the total annual salary and bonus for any such named
executive and, therefore, such items have been excluded.
(2) Determined by the Compensation Committee at its first
meeting held after the end of the fiscal year in which the
compensation was earned.
(3) Options granted under the Incentive Plan. The exercise of
one-third of the shares are permitted on the first, second,
and third anniversaries of the grant dates. The exercise
price for the 1996 options was $30.75 per share and the
exercise price for the 1997 options was $35.18. In each
instance, the exercise price equaled the fair market value
(as defined in the Incentive Plan) on the grant date.
(4) Amounts reflected consist of contributions and allocations
under savings plans of the Company.
10<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants Potential
Percent of Realizable Values
Total at Assumed
Number of Options Annual Rates
Securities Granted to of Stock Price
underlying Employees Appreciation for
Options in Fiscal Exercise Expiration Option Term(1)
Granted (#) Year Price ($/Sh) Date 5%($) 10%($)
(a) (b) (2) (c) (d) (3) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
C. Baker Cunningham
Richard K. Reece 10,000 15 35.1875 02/28/2007 97,217 214,823
Peter J. Wickman 10,000 15 35.1875 02/28/2007 97,217 214,823
Kevin L. Bloomfield
Cathy O. Staples
</TABLE>
(1) The Company elected to use "Potential Realizable Values at Assumed
Annual Rates of Stock Price Appreciation for Option Term" (columns
(f) and (g)). The dollar amounts under these columns are the result
of calculations at the 5% and 10% rates set by the Securities and
Exchange Commission and therefore are not intended to forecast
possible future appreciation, if any, of the stock price of the
Company.
(2) Grants of stock options in 1997 awarded under the Incentive Plan.
Exercises of one-third of the shares are permitted on the first,
second, and third anniversaries of the grant date.
(3) The purchase price of common stock subject to an option is the fair
market value of the common stock on the date of grant as defined in
the Incentive Plan.
Aggregated Option Exercises In Last Fiscal Year And FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Shares Options Options at
Acquired on Value at December 31, 1997 (#) December 31, 1997 ($)
Exercise Realized(1) Exercisable/ Exercisable/
(#) ($) Unexercisable(2) Unexercisable(3)
___________________ _________ ___________ _____________ _____________
<S> <C> <C> <C> <C>
C. Baker Cunningham 12,000 235,500 109,666/43,334 1,650,047/195,003
Richard K. Reece 1,100 21,313 33,900/20,000 559,813/45,625
Peter J. Wickman 1,000 20,438 29,000/20,000 459,975/45,625
Kevin L. Bloomfield 1,000 20,000 18,333/6,667 293,144/30,002
Cathy O. Staples 5,500 121,971 3,166/3,334 32,907/15,003
</TABLE>
(1) Represents the difference between the option price ($14.875) and the
fair market value of the stock on the exercise date.
(2) Each of the executive officers has received three option grants under
the Incentive Plan: on October 6, 1993 at an exercise price of
$14.87 per share, on February 28, 1994 at an exercise price of $18.31
per share and on February 28, 1996 at an exercise price of $30.75 per
share. Messrs. Reece and Wickman each received an additional option
to purchase 10,000 shares on February 26, 1997 at an option price of
$35.1875. For each grant, the exercise price was the fair market
value of the common stock (as defined in the Incentive Plan) on the
date of grant. Options become exercisable as to one-third of such
options on each of the first three anniversaries of the date of grant
and will expire five years after the date of grant for the 1993 and
1994 grants and ten years after the date of grant for the 1996 and
1997 grants.
(3) "Value" represents the difference between the closing price of the
common stock on the New York Stock Exchange on December 31, 1997 and
the exercise price of such options.
11<PAGE>
<PAGE>
Certain Change in Control Arrangements
The Company maintains a "grantor trust" under Section 671 of the Code
to provide certain participants in designated compensation and supplemental
retirement plans with greater assurance that the benefits and payments to
which those participants are entitled under those plans will be paid.
Prior to a "change of control" of the Company (as defined in the Trust
agreement), the Company has the discretion to make contributions to the
Trust. After a change in control of the Company, the Company must transfer
to the Trust the amount of the benefits participants have earned through
the date of the change in control and thereafter continue to fund the Trust
as benefits accrue. At December 31, 1997, the balance in the Trust
totalled $500. The assets of the Trust are subject to claims of the
creditors of the Company in the event the Company becomes "insolvent" as
defined in the Trust agreement.
The Company has severance compensation agreements with the executives
named in the Summary Compensation Table that become operative if they are
terminated following a change in control (as defined in the agreement). In
the event of a change in control of the Company, the officer agrees to
remain in the employ of the Company for at least three years. Each
agreement contemplates that upon a change in control, the officer will
continue to receive substantially the same compensation and benefits from
the Company (or its successor) that he received before the change. If
during the three-year period following a change in control, the officer's
employment is terminated by the Company (or its successor) other than for
"cause" or "disability" or if the officer terminates the agreement for
"good reason" (as defined in the agreement), the officer generally will be
entitled to a payment of 2 times (2.99 times for Mr. Cunningham) his annual
compensation from the Company, accrued benefits through the date of
termination, and continued life, medical and dental benefits for two years.
The Incentive Plan provides for the acceleration of certain benefits
in the event of a change of control (as defined in the plan) of the
Company. Upon the occurrence of a change of control, each nonemployee
director option with respect to which six months have elapsed since the
date of grant, whether the option is then exercisable or not, will be
cancelled in consideration for a payment equal to the excess of the then
fair market value of the common stock (as calculated in accordance with the
Incentive Plan) over the option exercise price. Except as may be provided
in the agreement relating to the options, a holder of any other options
granted under the Incentive Plan which are not then exercisable in full at
the time of a change of control will be entitled, with respect to the
portion not then exercisable, to receive a cash payment equal to the excess
of the then fair market value of the common stock (as calculated in
accordance with the Incentive Plan) over the option exercise price. In
addition, upon a change of control, all stock appreciation rights which
have not been granted in tandem with options and which have been
outstanding for at least six months will be come exerciseable in full,
restrictions on restricted stock shall lapse and all performance shares
shall be deemed to be earned in full.
Pension Plans
The executives named in the Summary Compensation Table may upon
retirement be entitled to benefits from the Salaried Employees' Retirement
Plan of Belden Wire & Cable Company (the "Belden Retirement Plan") and the
Supplemental Excess Defined Benefit Plan of Belden Wire & Cable Company
(the "Supplemental Plan"). Benefits under the plans upon retirement are
determined based upon compensation during the employment period and years
of service.
Pursuant to the Belden Retirement Plan, the Company credits to each
individual's account thereunder 4% of each year's total compensation up to
the Social Security wage base for the year, plus 8% of each year's total
compensation that exceeds the Social Security wage base. For this purpose,
total compensation is cash remuneration paid by the Company to or for the
benefit of a participant in the Belden Retirement Plan for services
rendered while an employee.
For the executives named in the Summary Compensation Table, the total
compensation will be computed as shown in the columns "Salary" and "Bonus"
of the Summary Compensation Table. Employees who were formerly employees of
Cooper were credited for service while employed by Cooper. Benefits for
service through August 1, 1993 were determined under the Cooper Salaried
Employees' Retirement Plan then in effect and converted to initial balances
under the Belden Retirement Plan. Funds equal to the actuarial value of the
accrued liabilities for all participants plus a pro rata portion of the
Cooper plan excess assets have been transferred from the Cooper pension
trust to a trust established by Belden for the Belden Retirement Plan.
12<PAGE>
<PAGE>
Employees do not make any contributions to the Belden Retirement Plan.
Benefits at retirement are payable, as the participant elects, in the form
of an escalating annuity, a level annuity with or without survivorship, or
a lump-sum payment. The Company contributes to a trust fund sufficient to
meet the minimum requirements under the Internal Revenue Code to maintain
the status of the Belden Retirement Plan as a qualified defined benefit
plan.
The Supplemental Plan is an unfunded, nonqualified plan which provides
to certain employees, including those named in the Summary Compensation
Table, Belden Retirement Plan benefits that cannot be paid from a
qualified, defined benefit plan due to provisions of the Code.
Pension Benefits
<TABLE>
<CAPTION>
Years of Estimated
Credited Year Annual
Service as of Individual Benefit at
December 31, 1997 Reaches Age 65 Age 65
<S> <C> <C> <C>
C. Baker Cunningham 27.5 2006 255,270
Richard K. Reece 4.4 2021 148,749
Peter J. Wickman 17.0 2014 103,316
Kevin L. Bloomfield 16.5 2016 101,033
Cathy O. Staples 17.8 2015 57,308
</TABLE>
For each individual shown in the Summary Compensation Table, the table
above shows current credited years of service, the year each attains age
65, and the projected annual pension benefit at age 65. The projected
annual pension benefit is based on the following assumptions: benefits will
be paid on a straight-life annuity basis, continued compensation at 1997
levels and an interest credit rate of 5%. Amounts payable under the
Supplemental Plan are included in the estimated annual benefit.
13<PAGE>
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The table [graph] below compares cumulative total shareholder return
(assuming reinvestment of dividends) since the first day the common stock
began trading with the cumulative total shareholder return of the Standard
& Poor's 500 Stock Index and the Standard & Poor's Electrical Equipment
Index starting on September 29, 1993, at closing prices.
[The line graph mentioned above was replaced with the table shown below for
Edgar filing purposes.]
<TABLE>
<CAPTION>
Total Return to Shareholders*
September 29 December 31 December 31 December 31 December 31 December 31
1993 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Belden 100.00 130.72 156.61 183.51 263.86 252.98
S & P Electrical
Equipment Index 100.00 102.32 103.67 142.63 175.38 233.88
S & P 500 Index 100.00 107.49 108.75 152.6 209.58 295.36
</TABLE>
* The Company did not pay any dividend in 1993
RELATIONSHIP WITH INDEPENDENT AUDITORS
During the year ended December 31, 1997, the Company employed Ernst &
Young LLP principally to perform the annual audit and to render other
services. Mr. Reece was a partner with Ernst & Young LLP prior to his
joining the Company in August 1993.
Representatives of Ernst & Young LLP will be present at the Annual
Meeting and will be available to answer questions and discuss matters
pertaining to the Report of Independent Auditors contained in the 1997
Annual Report to Shareholders which is being mailed with this Proxy
Statement to all shareholders. Representatives of Ernst & Young LLP will
have the opportunity to make a statement, if they desire to do so.
OTHER MATTERS
At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at this meeting other than those
described above. However, if other matters should come before this meeting,
it is the intention of the persons named as proxies in the accompanying
proxy to vote in accordance with their judgment on such matters.
Mr. Riedel, a director, is of counsel to the law firm, Squire, Sanders &
Dempsey; the firm represents the Company in certain legal matters.
14<PAGE>
<PAGE>
Shareholder Proposals
Shareholders' proposals intended to be presented at the 1999 Annual
Meeting that are eligible for inclusion in the Company's Proxy Statement
and the form of proxy for the meeting under applicable rules of the
Securities and Exchange Commission must be received by the Company at its
principal executive offices (Attention: Secretary) by November 25, 1998.
Such proposals may be made only by persons who are shareholders,
beneficially or of record, on the date the proposal is submitted and who
continue in such capacity through the meeting date, of at least 1% or
$1,000 in market value of securities entitled to be voted at the meeting,
and have held such securities for at least one year.
In addition to the above requirements, the Company's Bylaws provide that
for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given notice thereof in writing to
the Secretary of the Company either by personal delivery or by United
States registered or certified mail, postage prepaid, not less than 60 nor
more than 90 days prior to the date of such meeting. Such shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting, including the complete
text of any resolutions to be presented at the meeting, with respect to
such business, and the reasons for conducting such business at the meeting,
(ii) the name and address of record of the shareholder proposing such
business, (iii) the class and number of shares of capital stock of the
Company that are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business. If a shareholder
attempts to bring business before an annual meeting without complying with
this procedure, the chairman of the meeting may declare to the meeting that
the business was not properly brought before the meeting and, if he shall
so declare, such business shall not be transacted. Shareholders also must
comply with all applicable requirements of the Securities Exchange Act of
1934, as amended (the "Act") and the rules and regulations under the Act
with respect to such matters.
Shareholder Nominees
The Company's Bylaws provide that, subject to certain limitations
discussed below, any shareholder entitled to vote in the election of
directors generally may nominate one or more persons for election as
directors at the meeting. The shareholder must provide written notice of
his intent to make such nomination or nominations, either by personal
delivery or by United States registered or certified mail, postage prepaid,
to the Secretary of the Company not less than sixty nor more than ninety
days prior to a meeting of the shareholders called for the election of
directors; provided, however, that in the event that less than seventy
days' notice of the date of the meeting is given to shareholders, such
written notice shall be delivered or mailed, as prescribed, not later than
the close of business on the tenth day following the day on which notice of
the date of the meeting was mailed to shareholders or public disclosure of
the date of the meeting was made, whichever occurs first.
Each notice shall set forth (i) the name and address of the shareholder
who intends to make the nomination and of the person or persons to be
nominated, (ii) a representation that the shareholder is a holder of record
of shares of capital stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (iii) a description of all
arrangements, understandings or relationships between the shareholder and
each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by
the shareholder and (iv) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by
the Board of Directors, and shall include a consent signed by each such
nominee to serve as a director of the Company if so elected. The chairman
of the meeting may refuse to acknowledge the nomination of any person not
made in compliance with these procedures.
15<PAGE>
<PAGE>
Solicitation of Proxies
Proxies may be solicited by the directors, officers and employees of the
Company without additional compensation, by personal interview, telephone,
facsimile, mail or messenger. The Company will reimburse the reasonable
out-of-pocket expenses incurred by brokerage firms and other custodians,
nominees and fiduciaries who hold common stock of record for the forwarding
of solicitation materials to the beneficial owners of the common stock. In
addition, Georgeson & Company, Inc. has been engaged to solicit proxies at
a fee of $5,500 plus out-of-pocket expenses. The Company will bear such
solicitation expenses.
A copy of the 1997 Annual Report on Form 10-K for the year ended
December 1997, filed with the Securities and Exchange Commission, is
available upon request. Please write to:
Belden Inc.
Attention: Investor Relations
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
16<PAGE>
<PAGE>
PROXY
BELDEN INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Belden Inc. appoints C. Baker Cunningham
and Kevin Bloomfield, or either of them, proxies of the undersigned with
power of substitution to vote, as designated on the reverse side of this
card, all shares which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders to be held on May 7, 1998, at 11:00 a.m., Win
the Lewis & Clark Room, the St. Louis Club, 7701 Forsyth Blvd.,St. Louis,
Missouri, or at any adjournment thereof, with all powers the stockholder
would possess if present, on the matters described in the Proxy Statement
dated March 26, 1998. The stockholder revokes any proxies previously given
with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS
(ALAN E. RIEDEL, LORNE D. BAIN, AND BERNARD G. RETHORE) AND IN THE
DISCRETION OF THE PROXIES ON THE OTHER MATTERS AS MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
Receipt is hereby acknowledged of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated March 26, 1998, and the Annual
Report of Belden Inc. for the fiscal year ended December 31, 1997.
This card also constitutes voting instructions for any shares held for
the stockholder in the Belden Wire & Cable Retirement Savings Plan.
SEE REVERSE SIDE <PAGE>
<PAGE>
[X] Please mark your votes as in this example.
The Board of Directors recommends a vote FOR the nominees listed.
1. Election of Directors
Nominees:
Alan E. Riedel FOR WITHHELD [number of shares]
Lorne D. Bain
Bernard G. Rethore [ ] [ ] __________________
To withhold your vote for any nominee(s), write the name here:
______________________________________________
I plan to attend the meeting. Yes No
[ ] [ ]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such.
SIGNATURE__________________SIGNATURE______________________DATE___________,1998
TO PARTICIPANTS IN THE BELDEN WIRE & CABLE COMPANY
RETIREMENT SAVINGS PLAN
Enclosed with this proxy are a Proxy Statement and the 1997 Belden Inc.
Annual Report. This proxy card includes the number of shares credited to
your account by Bankers Trust Company, as trustee for the Belden Wire &
Cable Company Retirement Savings Plan ("Plan")). When your proxy card is
returned properly signed, it will serve as direction to the trustee to vote
the shares held in the Plan for your account in accordance with your
directions. Please complete your proxy card and mail it in the enclosed
envelope.
Your properly signed proxy card also will serve as direction to the
trustee to vote the uninstructed shares credited to other participants'
accounts in the same proportion as those who vote. If you return a proxy
card properly signed, but do not indicate your voting preferences, the
shares represented by your proxy card will be vote FOR the proposal.
If you do not return your proxy card, or if you fail to return a proxy
card properly signed, the trustee will vote your shares of Belden Common
Stock pursuant to instructions received from other participants. The
subject o the proposal to be voted on is shown on the proxy card and more
fully explained in the Proxy Statement. The Board of Directors recommends
that you instruct the trustee to vote FOR the proposal.<PAGE>
