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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
or
| | Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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 (IRS 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
requirements for the past 90 days. Yes |X| 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. |X|
Exhibit Index on Page ___ Page 1 of ___
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The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant at March 16, 2000 is $611,124,147.
The number of shares outstanding of the registrant's Common Stock at March 16,
2000 is 24,387,928.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Belden Inc. Proxy Statement for the Annual Meeting of
Stockholders to be held on May 4, 2000 (the "Proxy Statement") (incorporated by
reference into Part III).
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AMENDMENT
This Amendment to Belden Inc's 1999 10-K that was filed on March 24, 2000, is
currently being filed for purposes of deleting Exhibit 99.1.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1999
and December 31, 1998
Consolidated Income Statements for Each of the Three Years
in the Period Ended December 31, 1999
Consolidated Cash Flow Statements for Each of the Three Years
in the Period Ended December 31, 1999
Consolidated Stockholders' Equity Statements for Each of the
Three Years in the Period Ended December 31, 1999
Notes to Consolidated Financial Statements
2. Financial statement schedules not included in this Annual Report on
Form 10-K have been omitted because they are not applicable.
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, (xi) the "Form 10-K 1996"
are to the Belden Inc. Report on Form 10-K for 1996, File Number 1-12280, (xii)
the "Form 10-K 1997" are to the Belden Inc. Report on Form 10-K for 1997, File
Number 1-12280, (xiii) the "Form 10-Q, First Quarter, 1998" are to the Belden
Inc. Quarterly Report on Form 10-Q for the Quarter ended March 31, 1998, File
Number 1-12280, (xiv) the "1999 Form S-8" are to the Belden Inc. Registration
Statement on Form S-8, filed in connection with the Belden Inc. Long-Term
Incentive Plan, File Number 333-74923, and the "Form 8-K, July 1999" are to the
Belden Inc. Report on Form 8-K, filed with the Commission on July 12, 1999.
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EXHIBIT NO. DESCRIPTION
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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)
2.4 Agreement and Plan of Merger, dated May 21, 1999, among Belden
Inc., Ashes Merger Corp., Cable Systems Holding Company, Cable
Systems Holding, LLC, Citicorp Venture Capital, Ltd. and the other
Ultimate Owners (Exhibit 2 to Form 8-K, July 1999)
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 (Exhibit 4.2 to
Form 10-K 1997)
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 (Exhibit 4.4 to Form 10-K 1997)
*4.5 First Amendment to Note Purchase Agreement listed above as Exhibit
4.4, dated as of September 1, 1999
*4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire &
Cable, Cable Systems Holding Company and Cable Systems
International Inc. (now Belden Communications Company), the form
of which is included as Annex II to the First Amendment to Note
Purchase Agreement listed above as Exhibit 4.5
*4.7 Note Purchase Agreement, dated as of September 1, 1999, providing
for $125,000,000 aggregate principal amount of Senior Notes
issuable in series, with three series of Senior Notes in the
principal amounts of $64,000,000, $44,000,000, and $17,000,000,
respectively, between Belden Inc. as issuer and, as purchasers,
Principal Life Insurance Company, Commercial Union Life Insurance
Company of America, State Farm Life Insurance Company, State Farm
Life and Accident Assurance Company, Connecticut General Life
Insurance Company, Allstate Life Insurance Company, The Travelers
Insurance Company, Primerica Life Insurance Company, First Trenton
Indemnity Company, United of Omaha Life Insurance Company,
American United Life Insurance Company, The State Life Insurance
Company, Acacia National Life Insurance Company, Acacia Life
Insurance Company, Ameritas Variable Life Insurance Company,
Ameritas Life Insurance Corporation, The Canada Life Assurance
Company, Canada Life Insurance Company of America, Canada Life
Insurance Company of New York, Lutheran Brotherhood, Modern
Woodmen of America, Woodmen Accident and Life Company,
Indianapolis Life Insurance Company and TMG Life Insurance Company
*4.8 Guaranty of Belden Wire & Cable Company, Cable Systems Holding
Company, and Cable Systems International Inc (now Belden
Communications Company), the form of which is included as Exhibit
1.2 to the Note Purchase Agreement listed above as Exhibit 4.7
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)
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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 Amendment to Non-Employee Director Stock Plan
**10.8 Change of Control Employment 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)
**10.9 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company (Exhibit
10.8 to Form 10-K 1997)
**10.10 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 1999 Form
S-8)
***10.11 Amendment to Belden Inc. Long-Term Incentive Plan
**10.12 Belden Inc. Employee Stock Purchase Plan, as restated as of August
4, 1995 (Exhibit 99.1 to Amendment to Form S-8)
**10.13 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan (Exhibit 10.11 to Registration Statement)
***10.14 Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Benefit Plan
**10.15 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan (Exhibit 10.15 to Registration Statement)
***10.16 Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Contribution Plan
**10.17 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)
**10.18 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 (Exhibit 10.15 to Form 10-K 1997)
**10.19 Change of Control Employment Agreement, dated as of August 16,
1997, between Belden Inc. and Cathy O. Staples (Exhibit 10.1 to
Form 10-Q, First Quarter, 1998)
**10.20 Indemnification Agreement dated as of August 16, 1997, entered
into between Belden Inc. and Cathy O. Staples (Exhibit 10.2 to
Form 10-Q, First Quarter, 1998)
***10.21 Change of Control Employment Agreement, dated as of August 16,
1999, between Belden Inc. and Paul Schlessman
***10.22 Indemnification Agreement dated as of July 23, 1999, entered into
between Belden Inc. and Paul Schlessman
10.23 Credit Agreement, dated as of November 18, 1996, among Belden Wire
& Cable Company,
Bank of America N.A., Wachovia Bank of Georgia, N.A., Royal Bank
of Canada, ING Bank Nederland, The Northern Trust Company,
SunTrust Bank, Atlanta, and Commerzbank Aktiengesellschaft, Grand
Cayman Branch (Exhibit 10.14 to 10-K 1996)
10.24 Guaranty of Belden Inc., the form of which is included as Exhibit
D to the Credit Agreement listed above as Exhibit 10.23 (Exhibit
10.15 to 10-K 1996)
*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
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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 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
BELDEN INC.
By: /s/ C. Baker Cunningham
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C. Baker Cunningham
Chairman of the Board, President,
Date: March 29, 2000 Chief Executive Officer and Director
