Exhibit (a)(1)(iii)
OFFERING
CIRCULAR SUPPLEMENT
(To Offering Circular Dated March 5, 2007)
BELDEN CDT INC.
Exchange Offer for Any or All
Outstanding
4.00% Convertible Subordinated Debentures due
2023
(CUSIP
Nos. 126924 AA 7 and 126924 AB 5
ISIN Nos. US126924AA79 and US126924AB52)
This offering circular supplement amends and supplements the
previously distributed offering circular dated March 5,
2007, which we refer to as the original offering circular, and
the related letter of transmittal.
We have filed an amendment to the tender offer statement on
Schedule TO with the Securities and Exchange Commission
furnishing the information contained herein, as well as other
information, and may file further amendments thereto with
respect to the exchange offer. The Schedule TO and any and
all amendments thereto, including exhibits, may be examined and
copies may be obtained from the Securities and Exchange
Commission in the manner described in the section “Where
You Can Find More Information” beginning on page ii of the
original offering circular.
This offering circular supplement contains important changes and
should be read carefully and in its entirety in conjunction with
the original offering circular and the related letter of
transmittal. Except as modified by this offering circular
supplement and any amendments to Schedule TO, the terms and
conditions set forth in the original offering circular remain
applicable to the exchange offer in all respects.
The exchange offer has been extended and will now expire at
5:00 p.m., New York City time, on Thursday, April 19,
2007 unless further extended or earlier terminated by us.
Throughout the original offering circular and related letter of
transmittal, all references to April 2, 2007 as the
expiration date are amended to refer instead to April 19,
2007.
The
Exchange Offer
We are offering to exchange an equal amount of new
4.00% Convertible Subordinated Debentures due 2023, or new
debentures, for all of our currently outstanding
4.00% Convertible Subordinated Debentures due 2023 issued
in July 2003, or old debentures. In addition, we will pay a cash
exchange fee of $6.25 per $1,000 principal amount of old
debentures validly tendered, not withdrawn and accepted for new
debentures. The cash exchange fee has been increased from our
originally proposed $2.50 per $1,000 principal amount of
old debentures that are exchanged. Throughout the original
offering circular and related letter of transmittal, all
references to $2.50 as the amount of the cash exchange fee are
amended to refer instead to $6.25.
As more fully described in this offering circular supplement,
the terms of the net share settlement feature of the new
debentures have been amended to require us upon conversion to
pay cash up to the principal amount of the new debentures and to
pay any conversion consideration in excess of the principal
amount in shares of our common stock. As set forth in the
original offering circular, we would have had the option to pay
any conversion consideration in excess of the principal amount
of the new debentures in cash in lieu of all or a portion of
such shares.
In addition, as more fully described in this offering circular
supplement, we have made upward revisions to the conversion rate
adjustments described in the original offering circular that are
payable in specified circumstances upon conversions of the new
debentures in connection with certain changes in control that
occur prior to July 21, 2008.
The exchange offer is described in detail in the original
offering circular, and we urge you to read it carefully,
including the section entitled “Risk Factors”
beginning on page 13, for a discussion of factors you
should consider before tendering your old debentures in exchange
for new debentures.
Neither our board of directors nor any other person is making
any recommendation as to whether you should choose to exchange
your old debentures for new debentures.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES, PASSED UPON THE MERITS OR FAIRNESS OF THIS
TRANSACTION OR DETERMINED IF THE ORIGINAL OFFERING CIRCULAR OR
THIS OFFERING CIRCULAR SUPPLEMENT IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this offering circular supplement is April 4,
2007.
The section “Summary — Concurrent Offering”
on page 1 of the original offering circular is deleted in
its entirety and replaced with the following:
Recent
Developments
On March 16, 2007, we completed the private placement of
$350 million aggregate principal amount of our
7% Senior Subordinated Notes due 2017 (the
“Notes”). The Notes are guaranteed by certain of our
subsidiaries and rank senior to the old debentures and the new
debentures. The Notes are subject to an indenture that contains
restrictive covenants including restrictions on our ability to
incur additional debt; prepay subordinated indebtedness; pay
dividends or make other distributions on our capital stock; sell
all, or substantially all, of our assets; and create liens on
assets to secure debt. The indenture governing the Notes permits
the payment of cash upon conversion of the new debentures equal
in most cases to the principal amount of any new debenture being
converted.
At the end of March, we completed the previously announced
acquisition of LTK Wiring Company Limited and certain of its
affiliates, a Hong Kong-based cable manufacturer, for a cash
purchase price of approximately $195 million. In addition,
at the end of March, we completed the acquisition of Hirschmann
Automation and Control GmbH and certain affiliates, a
Germany-based supplier of electronics equipment, components and
related products, for a cash purchase price of approximately
$260 million. On March 28, 2007, we announced entry
into a definitive agreement to acquire Lumberg Automation
Components GmbH and related entities, a Germany-based supplier
of industrial connectivity products for factory automation
machinery. We expect the acquisition of Lumberg Automation to
close in the second quarter of 2007.
The “Summary” section of the original offering
circular is amended and supplemented by the addition of the
following text at the end of such section:
Summary
Historical Consolidated Financial Data
The following table summarizes certain of our historical
consolidated financial data for the periods indicated. The
balance sheet data as of December 31, 2006 and 2005 and the
statement of operations data for the years ended
December 31, 2006, 2005 and 2004 have been derived from our
audited consolidated financial statements. You should read the
summary historical consolidated financial data set forth below
in conjunction with our Annual Report on
Form 10-K
for the year ended December 31, 2006 and the consolidated
financial statements, related notes and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” included therein. Our historical consolidated
financial information may not be indicative of our future
performance.
In 2004, Belden Inc. merged with and became a wholly owned
subsidiary of Cable Design Technologies Corporation
(“CDT”), and CDT (as the surviving parent) changed its
name to Belden CDT Inc. The merger was treated as a reverse
acquisition under the purchase method of accounting. For
financial reporting purposes, the results of operations of CDT
are included in our operating results from July 16, 2004.
1
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
(In thousands, except per share data)
|
|
|
|
|
Consolidated Statement of
Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,495,811
|
|
|
$
|
1,245,669
|
|
|
$
|
864,725
|
|
|
Cost of sales
|
|
|
(1,162,498
|
)
|
|
|
(968,296
|
)
|
|
|
(674,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
333,313
|
|
|
|
277,373
|
|
|
|
189,968
|
|
|
Selling, general and
administrative expenses
|
|
|
(203,756
|
)
|
|
|
(203,825
|
)
|
|
|
(147,663
|
)
|
|
Asset impairment
|
|
|
(11,079
|
)
|
|
|
(8,010
|
)
|
|
|
(8,871
|
)
|
|
Minimum requirements contract
income
|
|
|
—
|
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
118,478
|
|
|
|
68,538
|
|
|
|
36,434
|
|
|
Interest expense
|
|
|
(13,096
|
)
|
|
|
(15,036
|
)
|
|
|
(14,709
|
)
|
|
Interest income
|
|
|
7,081
|
|
|
|
4,737
|
|
|
|
1,511
|
|
|
Other income (expense)
|
|
|
(187
|
)
|
|
|
(699
|
)
|
|
|
1,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before taxes
|
|
|
112,276
|
|
|
|
57,540
|
|
|
|
24,597
|
|
|
Income tax expense
|
|
|
(40,713
|
)
|
|
|
(23,972
|
)
|
|
|
(13,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
71,563
|
|
|
|
33,568
|
|
|
|
10,700
|
|
|
Gain (loss) from discontinued
operations, net of tax
|
|
|
(1,330
|
)
|
|
|
(1,173
|
)
|
|
|
4,236
|
|
|
Gain (loss) on disposal of
discontinued operations, net of tax
|
|
|
(4,298
|
)
|
|
|
15,163
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,935
|
|
|
$
|
47,558
|
|
|
$
|
15,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,319
|
|
|
|
45,655
|
|
|
|
35,404
|
|
|
Diluted
|
|
|
50,276
|
|
|
|
52,122
|
|
|
|
38,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.65
|
|
|
$
|
0.74
|
|
|
$
|
0.30
|
|
|
Discontinued operations
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
Disposal of discontinued operations
|
|
|
(0.10
|
)
|
|
|
0.33
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per basic share
|
|
$
|
1.52
|
|
|
$
|
1.04
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.48
|
|
|
$
|
0.69
|
|
|
$
|
0.31
|
|
|
Discontinued operations
|
|
|
(0.03
|
)
|
|
|
(0.02
|
)
|
|
|
0.11
|
|
|
Disposal of discontinued operations
|
|
|
(0.08
|
)
|
|
|
0.29
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted share
|
|
$
|
1.37
|
|
|
$
|
0.96
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2006
|
|
|
2005
|
|
|
|
|
(In thousands)
|
|
|
|
|
Consolidated Balance Sheet
Data:
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
719,436
|
|
|
$
|
667,994
|
|
|
Non-current assets
|
|
|
636,532
|
|
|
|
638,741
|
|
|
Current liabilities
|
|
|
262,008
|
|
|
|
289,078
|
|
|
Non-current liabilities
|
|
|
250,059
|
|
|
|
296,235
|
|
|
Minority interest
|
|
|
—
|
|
|
|
7,914
|
|
|
Total stockholders’ equity
|
|
|
843,901
|
|
|
|
713,508
|
|
|
Book value per share(1)
|
|
$
|
19.11
|
|
|
|
|
|
|
|
|
|
(1) |
|
Book value per share of common stock was determined based on
total stockholders’ equity divided by common stock
outstanding as of December 31, 2006. |
The following text amends and restates in its entirety the
section “Description of the New Debentures —
Conversion Rights — Net Share Settlement Upon
Conversion” on
pages 30-32
of the original offering circular:
Holders that surrender their new debentures for conversion will
receive, in exchange for those new debentures, cash or, if
applicable, a combination of cash and shares of our common
stock, as follows. Upon conversion, holders will receive, per
$1,000 principal amount of new debentures being converted, a
“settlement amount” that is equal to
2
the sum of the “daily settlement amounts” (as
described below) for each of the 20 trading days during the
“cash settlement averaging period” (as described
below).
The “cash settlement averaging period” with respect to
any new debenture means the 20 consecutive
trading-day
period that begins on, and includes, the second trading day
after the day the new debentures are tendered for conversion.
The “daily settlement amount,” for each of the 20
trading days during the cash settlement averaging period,
consists of:
|
|
|
| |
•
|
cash equal to the lesser of $50 and the “daily conversion
value” (as described below), which amount of cash we refer
to as the “daily principal return”; and
|
| |
| |
•
|
to the extent the daily conversion value exceeds $50, a number
of whole shares of our common stock equal to the “daily
share amount” (as described below) for such trading day;
provided, however, that we will pay cash in lieu of fractional
shares based on the closing sale price per share of our common
stock on the last day of the cash settlement averaging period.
|
The “daily share amount” on a given trading day in the
relevant cash settlement averaging period means:
|
|
|
| |
•
|
the excess of the daily conversion value over $50, divided by;
|
| |
| |
•
|
the VWAP price of our common stock on that trading day.
|
The “daily conversion value” on a given trading day in
the relevant cash settlement averaging period means
one-twentieth of the product of:
|
|
|
| |
•
|
the conversion rate of the new debentures in effect on that
trading day; and
|
| |
| |
•
|
the VWAP price of our common stock on that trading day.
|
We refer to the cash due upon conversion as the “principal
return,” and we refer to the shares, if any, that are due
upon conversion as the “net shares.”
“Trading day” generally means any day during which:
|
|
|
| |
•
|
trading in our common stock generally occurs on the primary
United States national securities exchange or market on which
our common stock is listed or admitted to trading; and
|
| |
| |
•
|
there is no “market disruption event” (as described
below).
|
“Market disruption event” means (i) a failure by
the primary United States national securities exchange or market
on which our common stock is listed or admitted to trading to
open for trading during its regular trading session or
(ii) the occurrence or existence prior to 1:00 p.m. on
any trading day for our common stock for an aggregate of at
least 30 minutes of any suspension or limitation imposed on
trading (by reason of movements in price exceeding limits
permitted by the relevant securities exchange or otherwise) in
our common stock or in any options, contracts or future
contracts relating to our common stock.
The “VWAP price” per share of our common stock on any
trading day means such price as displayed on Bloomberg (or any
successor service) page BDC <Equity> VAP in respect
of the period from 9:30 a.m. to 4:00 p.m., New York
City time, on such trading day; or, if such price is not
available, the VWAP price means the volume weighted average
price per share of our common stock on such day as determined by
a nationally recognized investment banking firm retained for
this purpose by us.
We may be unable to pay the cash portion of the conversion value
upon conversion of any new debentures by holders. Our ability to
settle our conversion obligation with respect to the new
debentures in cash may be limited by law or by our debt
agreements in existence at the time of such conversion.
Accordingly, we may not have the financial resources, or may not
be able to arrange financing, to pay any portion of the
conversion value in cash. See “Risk Factors —
Risks Related to the New Debentures — We may not have
the funds necessary to finance the repurchase or conversion of
the new debentures or may otherwise be restricted from making
such repurchase or conversion if required by holders pursuant to
the indenture.”
The information under the caption “Settlement upon
conversion” in the section “Summary —
Material Differences Between the Old Debentures and the New
Debentures” on pages 6-7 of the original offering
circular and under the caption “Net share settlement upon
conversion” in the section “Summary — The
New Debentures” on pages 8-9 of the original offering
circular is revised to reflect the information presented above.
3
The requirement for delivery of the settlement amount has been
changed from the third trading day immediately following the
last trading day of the applicable cash settlement averaging
period to the first trading day immediately following the last
trading day of the applicable cash settlement averaging period.
The following text amends and restates in its entirety the
section “Description of the New Debentures —
Conversion Rights — Settlement of Conversions Upon
Fundamental Changes” on
pages 34-35
of the original offering circular:
If we are required to increase the conversion rate by the
applicable increase as a result of a fundamental change, new
debentures surrendered for conversion will be settled as follows
(subject in all respects to the provisions set forth above under
“— Net Share Settlement Upon Conversion”):
|
|
|
| |
•
|
If the last trading day of the applicable cash settlement
averaging period related to new debentures surrendered for
conversion is prior to the third scheduled trading day preceding
the anticipated effective date of such fundamental change, we
will settle such conversion as described under
“— Net Share Settlement Upon Conversion”
above by delivering the amount of consideration due (as
described above under “— Net Share Settlement
Upon Conversion,” based on the conversion rate prior to
adjustment for the applicable increase) on the first trading day
immediately following the last day of the applicable cash
settlement period. In addition, as soon as practicable following
the effective date of such fundamental change, we will deliver
the increase in such amount of cash and shares of our common
stock or reference property deliverable in lieu of shares of our
common stock, if any, as the case may be, as if the conversion
rate had been increased by the applicable increase during the
related cash settlement averaging period (and based upon the
relevant daily VWAP prices during such cash settlement averaging
period). If such applicable increase results in an increase to
the amount of cash to be paid to holders, we will pay such
increase in cash, and if such increased amount results in an
increase to the number of shares of our common stock, we will
deliver such increase by delivering shares of our common stock
or reference property based on such applicable increase.
|
| |
| |
•
|
If the last trading day of the applicable cash settlement
averaging period related to new debentures surrendered for
conversion is on or following the third scheduled trading day
preceding the anticipated effective date of the fundamental
change, we will settle such conversion as described under
“— Net Share Settlement Upon Conversion”
above (based on the conversion rate as increased by the
additional shares described above) on the later to occur of
(i) the effective date of the transaction and (ii) the
first trading day immediately following the last trading day of
the applicable cash settlement averaging period.
|
Because we may not deliver the consideration due solely as a
result of the increase in the conversion rate described above
until after the effective date of the fundamental change, to the
extent the daily conversion value on any trading day during the
cash settlement averaging period exceeds $50, the consideration
due in respect of such excess may not consist of shares of our
common stock as a result of the provisions described above under
the caption “Conversion Upon Specified Corporate
Transactions.” Accordingly, to the extent the daily
conversion value on any trading day during the cash settlement
averaging period exceeds $50, the consideration due in respect
of such excess may be paid in reference property.
The following table sets forth the revised conversion rate
adjustments payable in certain circumstances upon conversions of
the new debentures in connection with fundamental changes (as
such term is defined in the original offering circular). It
replaces the table on page 34 of the original offering
circular in the section “Description of the New
Debentures — Conversion Rights — Adjustment
to the Conversion Rate Upon Fundamental Changes”:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Price
|
|
|
Effective Date
|
|
$13.00
|
|
|
$15.00
|
|
|
$20.00
|
|
|
$25.00
|
|
|
$30.00
|
|
|
$35.00
|
|
|
$40.00
|
|
|
$45.00
|
|
|
$50.00
|
|
|
$55.00
|
|
|
$60.00
|
|
|
$65.00
|
|
|
|
|
March 2, 2007
|
|
|
20.93
|
|
|
|
17.31
|
|
|
|
7.55
|
|
|
|
3.77
|
|
|
|
2.19
|
|
|
|
1.71
|
|
|
|
1.50
|
|
|
|
1.33
|
|
|
|
1.20
|
|
|
|
1.09
|
|
|
|
1.00
|
|
|
|
0.92
|
|
|
July 15, 2007
|
|
|
20.93
|
|
|
|
15.67
|
|
|
|
6.04
|
|
|
|
2.64
|
|
|
|
1.38
|
|
|
|
1.14
|
|
|
|
1.00
|
|
|
|
0.89
|
|
|
|
0.80
|
|
|
|
0.73
|
|
|
|
0.66
|
|
|
|
0.62
|
|
|
July 21, 2008
|
|
|
20.93
|
|
|
|
10.67
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
On April 3, 2007, the closing sale price of our common
stock was $55.10 per share.
In addition to the information set forth above, we have made
certain other changes to the original offering circular as set
forth in our Amendment No. 2 to Schedule TO filed with
the Securities and Exchange Commission on April 4, 2007.
4
BELDEN CDT INC.
Exchange Offer for Any or All
Outstanding
4.00% Convertible
Subordinated Debentures due 2023
Questions, requests for assistance and requests for additional
copies of the original offering circular or this offering
circular supplement, any documents incorporated by reference
into the original offering circular or the accompanying letter
of transmittal should be directed to the exchange agent and
information agent at the telephone numbers set forth below. You
may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the exchange
offer.
The exchange agent for the exchange offer is:
Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Attention: Corporate Actions
(212) 430-3774
The information agent for the exchange offer is:
Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Attention: Corporate Actions
Banks and Brokerage Firms Call:
(212) 430-3774
All Others Call (Toll-Free):
(866) 807-2200
Offering
Circular Supplement dated April 4, 2007.
