Filed Pursuant to Rule 424(b)(3)
Registration No. 333-116692
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED OCTOBER 12, 2004)
COMMSCOPE, INC.
$250,000,000 Principal Amount of 1.00% Convertible Senior Subordinated
Debentures due 2024 and 11,494,250 Shares of Common Stock
Issuable upon Conversion of the Debentures
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This prospectus supplement no. 1 supplements and amends the
prospectus dated October 12, 2004 relating to 1.00% Convertible Senior
Subordinated Debentures due March 15, 2024 of CommScope, Inc., a Delaware
corporation, held by certain securityholders who may offer for sale the
debentures and the shares of our common stock into which the debentures are
convertible at any time at market prices prevailing at the time of sale or
at privately negotiated prices. The selling securityholders may sell the
debentures or the common stock directly to purchasers or through
underwriters, broker-dealers or agents, who may receive compensation in the
form of discounts, concessions or commissions.
The table below sets forth additional and updated information
concerning beneficial ownership of the debentures and the common stock
issuable upon conversion of the debentures and supplements and amends the
table appearing under "Selling Securityholders" beginning on page 61 of the
prospectus. To the extent that a selling securityholder is listed both in
the table below and in the table appearing in the prospectus or in any
prior prospectus supplement, the information set forth below regarding that
selling securityholder supersedes the information in the prospectus and
such prospectus supplement. We have prepared this table based on
information given to us by the selling securityholder listed below prior to
the date hereof.
PRINCIPAL AMOUNT OF
DEBENTURES AT MATURITY
-----------------------
NUMBER OF SHARES OF COMMON STOCK
--------------------------------
BENEFICIALLY PERCENTAGE
OWNED AND OF OWNED
OFFERED DEBENTURES BENEFICIALLY OFFERED AFTER THE
SELLING SECURITYHOLDERS HEREBY OUTSTANDING OWNED (1) HEREBY OFFERING(2)
----------------------- ----------- ------------ ----------- ------ -----------
Advisory Convertible Arbitrage Fund (I) L.P. 3,100,000 1.2% 142,528 142,528 -
CSS, LLC 3,000,000 1.2% 137,931 137,931 -
D.E. Shaw Investment Group, L.L.C. 300,000 * 19,093 13,793 5,300
D.E. Shaw Valence Portfolios, L.L.C. 1,700,000 * 115,860 78,160 37,700
KBC Financial Products USA, Inc. 350,000 * 16,091 16,091 -
Newport Alternative Income Fund 260,000 * 11,954 11,954 -
S.A.C. Arbitrage Fund, LLC 3,000,000 1.2% 253,981 137,931 116,050
SG Americas Securities, LLC 5,000,000 2.0% 229,885 229,885 -
Silvercreek II Limited 760,000 * 34,942 34,942 -
Silvercreek Limited Partnership 980,000 * 45,057 45,057 -
UBS O'Connor LLC f/b/o O'Connor Global 450,000 * 20,689 20,689 -
Convertible Portfolio
UBS O'Connor LLC f/b/o Nikko Global CB Fund 1,050,000 * 48,275 48,275 -
Wachovia Capital Markets LLC 8,421,000 3.4% 387,172 387,172 -
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* Less than 1%.
(1) Assumes for each $1,000 in principal amount at maturity of
debentures a maximum of 45.9770 shares of common stock could be
received upon conversion.
(2) Assumes that all debentures, and common stock issuable upon
conversion of the debentures, are sold in the offering.
In addition, the table appearing under "Selling Securityholders"
beginning on page 61 of the prospectus is hereby amended to delete the
following:
S.A.C. Capital Associates, LLC 3,000,000 1.2% 177,031 137,931 39,100
The prospectus, together with this prospectus supplement no. 1,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933, as amended, with respect to offers and sales of the
debentures and the common stock issuable upon conversion of the debentures.
All references in the prospectus to "this prospectus" are hereby amended to
read "this prospectus (as supplemented and amended)."
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INVESTING IN THE DEBENTURES AND OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 5, 2004