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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: NOVEMBER 15, 2004
DATE OF EARLIEST EVENT REPORTED: OCTOBER 11, 2004
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12929 36-4135495
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1100 COMMSCOPE PLACE, SE
P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (828) 324-2200
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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CommScope, Inc. ("CommScope") is filing this Amended Current Report on
Form 8-K/A to provide the estimates required by Item 2.05 which were
omitted, as permitted by the rules, from CommScope's Current Report on Form
8-K filed on October 12, 2004.
This Amended Current Report on Form 8-K/A includes forward-looking
statements that are based on information currently available to management
and management's beliefs, as well as on a number of assumptions concerning
future events. These forward-looking statements are identified, including
without limitation, by their use of such terms and phrases as "intends,"
"intend," "intended," "goal," "estimate," "estimates," "expects," "expect,"
"expected," "project," "projects," "projected," "projections," "plans,"
"anticipates," "anticipated," "should," "think," "thinks," "designed to,"
"foreseeable future," "believe," "believes" and "scheduled" and similar
expressions. Forward-looking statements are not a guarantee of performance
and are subject to a number of uncertainties and other factors, which could
cause the actual results to differ materially from those currently
expected. For a more detailed description of the factors that could cause
such a difference, please see CommScope's filings with the Securities and
Exchange Commission. In providing forward-looking statements, CommScope
does not intend, and is not undertaking any obligation or duty, to update
these statements as a result of new information, future events or
otherwise.
Item 2.05. Costs Associated with Exit or Disposal Activities.
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On October 11, 2004, the respective Boards of Directors of CommScope
and Connectivity Solutions Manufacturing, Inc. ("CSMI"), an indirect
wholly-owned manufacturing subsidiary of CommScope, adopted organizational
and cost-reduction initiatives at CSMI's Omaha, Nebraska site. These
long-term manufacturing initiatives are designed to improve the competitive
position of Omaha's operations and are expected to be substantially in
place by mid-year 2005. As a result of these CSMI initiatives, CSMI expects
to incur total pretax costs and charges in an amount of approximately $17
to $24 million. The majority of these costs and charges are expected to be
recognized in the fourth quarter of 2004, with the balance to be recognized
in 2005.
The incremental pretax cash costs to implement these initiatives are
currently expected to be $12 to $14 million; of this amount, process
improvement costs, including facility redesign, are expected to range
between approximately $6 million and $7 million, and employee-related
expenses, including severance pay, related fringe benefits and a
curtailment loss for pension and post-retirement benefits are expected to
range between approximately $6 million and $7 million. CSMI has reduced its
workforce at the Omaha, Nebraska site by approximately 180 represented
employees as of November 11, 2004 and by approximately 40 management
employees effective December 31, 2004.
As a result of these initiatives, CSMI expects to identify equipment
that is no longer needed. CSMI expects to incur pretax non-cash charges,
included in the total estimate of costs and charges stated above, related
to losses incurred on the disposal or impairment of this equipment of
between approximately $5 million and $10 million. As a result of the
initiatives, CSMI may also identify certain real estate assets that are no
longer needed and, depending on future plans for use or disposition of
these assets, additional impairment charges not included in the $17 to $24
million estimate above may be incurred.
Annualized savings resulting from the initiatives are currently
projected to be $20 to $25 million once the initiatives are in place. The
timing of implementation of the cost reduction initiatives will be
dependent on future business conditions, including sales volumes, pricing
and seasonality. In addition, the actual costs and benefits of the
initiatives may differ from projected estimates as a result of a number of
uncertainties including business conditions, sales volumes, pricing and
seasonality, among others.
The 2.4 million square foot Omaha, Nebraska facility is the largest
production facility for SYSTIMAX(R), ExchangeMAX(R) and Integrated Cabinet
Solutions products. The facility was purchased from Avaya Inc. ("Avaya") in
connection with CommScope's acquisition of the Connectivity Solutions
business of Avaya on January 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 15, 2004
COMMSCOPE, INC.
By: /s/ Jearld L. Leonhardt
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Name: Jearld L. Leonhardt
Title: Executive Vice President and
Chief Financial Officer