Filed by Belden Inc.
Pursuant to Rule 425
Under the Securities Act of 1933, as amended
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934, as amended
Subject Company: Belden Inc.
Subject Company's Commission File No.: 1-12280
This filing relates to a planned merger between Belden Inc. ("Belden")
and Cable Design Technologies Corporation ("CDT") pursuant to the terms of an
Agreement and Plan of Merger, dated as of February 4, 2004 (the "Merger
Agreement"), among CDT, BC Merger Corp. and Belden. The Merger Agreement is on
file with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit
to the Current Report on Form 8-K filed by Belden on February 5, 2004, and is
incorporated by reference into this filing.
SUPPLEMENT TO INCOME STATEMENT
BELDEN INC.
SUPPLEMENT TO CONSOLIDATED INCOME STATEMENTS
Three Months Ended Twelve Months Ended
12/31/03 12/31/03
------------------------------------ -------------------------------------
GAAP Pro Forma GAAP Pro Forma
(in thousands, except per share data) Reported Adjustments Pro Forma Reported Adjustments Pro Forma
------------------------------------- -------- ----------- --------- -------- ----------- ---------
Revenues $208,592 $ -- $ 208,592 $ 826,521 $ -- $ 826,521
Cost of sales 181,015 (590) 180,425 712,166 (3,795) 708,371
Gross profit 27,577 590 28,167 114,355 3,795 118,150
Selling, general and administrative expenses 26,702 974 25,728 108,462 3,294 105,168
Other operating expense 89,417 (89,417) -- 89,769 (89,769) --
Operating earnings (88,542) 90,981 2,439 (83,876) 96,858 12,982
Interest expense 2,865 2,865 12,299 12,299
Income/(loss) before taxes (91,407) 90,981 (426) (96,175) 96,858 683
Income tax (benefit) expense (32,895) (32,206) (689) (35,445) (34,139) (1,306)
Net income (loss) $(58,512) $ 58,775 $ 263 $ (60,730) 62,719 $ 1,989
Basic earnings/(loss) per share $ (2.32) $ 2.33 $ 0.01 $ (2.41) $ 2.49 0.08
Diluted earnings/(loss) per share $ (2.32) $ 2.33 $ 0.01 $ (2.41) $ 2.49 $ 0.08
Weighted average number of common shares
& equivalents:
Basic 25,238 25,238 25,238 25,158 25,158 25,158
Diluted 25,238 25,238 25,238 25,158 25,158 25,158
THREE MONTHS ENDED DECEMBER 31, 2003
Electronics Communications Other Total
------------ -------------- ------------ ------------
Reported operating earnings/(loss) 10,231 (95,581) (3,192) (88,542)
Severance and other related benefits expense 1,070 494 -- 1,564
Asset impairment charges -- 92,400 -- 92,400
Bad debts -- -- -- --
Sales incentive agreement -- (2,983) (2,983)
------------ ------------ ------------ ------------
Pro forma operating earnings/(loss) 11,301 (5,670) (3,192) 2,439
------------ ------------ ------------ ------------
TWELVE MONTHS ENDED DECEMBER 31, 2003
Electronics Communications Other Total
------------ -------------- ------------ ------------
Reported operating earnings/(loss) 32,163 (104,524) (11,515) (83,876)
Severance and other related benefits expense 5,995 494 -- 6,489
Asset impairment charges 352 92,400 -- 92,752
Bad debts 600 -- -- 600
Sales incentive agreement -- (2,983) (2,983)
------------ ------------ ------------ ------------
Pro forma operating earnings/(loss) 39,110 (14,613) (11,515) 12,982
------------ ------------ ------------ ------------
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FORWARD-LOOKING STATEMENTS
This filing contains, in addition to statements of historical fact,
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risk and
uncertainty. Actual results could differ from those currently anticipated due to
a number of factors including those mentioned in documents filed with the SEC by
both Belden and CDT. Forward-looking statements are based on information
available to management at the time, and they involve judgments and estimates.
There can be no assurance as to the timing of the closing of the merger, or
whether the merger will close at all, or that the expected synergies and cost
savings will be realized. Factors that could cause results to differ from
expectations include the level of market demand for the products of the
companies, competitive pressures, economic conditions in the U.S. and other
countries where the companies operate, working capital needs, information
technology spending, the ability to achieve reductions in costs, price
fluctuations of raw materials and the potential unavailability thereof, foreign
currency fluctuations, technological obsolescence, environmental matters,
industry competition and other specific factors discussed in Belden's Annual
Report on Form 10-K filed with the SEC on March 14, 2003 and CDT's Annual Report
on Form 10-K filed with the SEC on October 29, 2003. Belden and CDT assume no
responsibility to update any forward-looking statements as a result of new
information or future developments.
Additional Information And Where To Find It
CDT intends to file with the SEC a registration statement on Form S-4
that will include a joint proxy statement/prospectus and other relevant
documents in connection with the proposed transaction. Investors and security
holders of CDT and Belden are urged to read the joint proxy statement/prospectus
and other relevant materials when they become available because they will
contain important information about CDT, Belden and the proposed transaction.
Investors and security holders may obtain a free copy of these materials (when
they are available) and other documents filed with the SEC at the SEC's Web site
at www.sec.gov. A free copy of the joint proxy statement/prospectus may also be
obtained (when it becomes available) from CDT at 1901 North Roselle Road,
Schaumburg, IL 60195 or Belden at 7701 Forsyth Boulevard, Suite 800, St. Louis,
MO 63105.
Participants in the Transaction:
CDT, Belden and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the proposed transaction. Information
about the directors and executive officers of CDT and their ownership of CDT
capital stock is set forth in the proxy statement for CDT's 2003 annual meeting
of stockholders. Information about the directors and executive officers of
Belden and their ownership of Belden capital stock is set forth in the proxy
statement for Belden's 2003 annual meeting of stockholders. Investors may obtain
additional information regarding the interests of such participants by reading
the joint proxy statement/prospectus when it becomes available.
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