Filed Pursuant to Rule 424(b)(3)
Registration No. 333-116692
PROSPECTUS SUPPLEMENT NO. 3
(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. 3 supplements and amends the prospectus
dated October 12, 2004, as amended by prospectus supplement no. 1 dated
November 5, 2004 and prospectus supplement no. 2 dated December 16, 2004,
relating to the 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 AFTER
OFFERED DEBENTURES BENEFICIALLY OFFERED THE
SELLING SECURITYHOLDERS HEREBY OUTSTANDING OWNED(1) HEREBY OFFERING(2)
------------------------------------------------- ------------ ------------- -------------- --------- --------------
Highbridge International LLC 20,000,000 8.0% 919,540 919,540 -
McMahan Securities Co. L.P. 178,000 * 8,183 8,183 -
UBS AG London F/B/O HFS 5,000,000 2.0% 229,885 229,885 -
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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:
Chrysler Corporation Master Retirement Trust 2,785,000 1.1% 128,045 128,045 -
Delta Air Lines Master Trust - CV 675,000 * 31,034 31,034 -
Delta Pilots Disability & Survivorship Trust - CV 335,000 * 15,402 15,402 -
F.M. Kirby Foundation, Inc. 800,000 * 36,781 36,781 -
International Truck & Engine Corporation 375,000 * 17,241 17,241 -
Non-Contributory Retirement Plan Trust
International Truck & Engine Corporation Retiree 205,000 * 9,425 9,425 -
Health Benefit Trust
International Truck & Engine Corporation Retirement 395,000 * 18,160 18,160 -
Plan for Salaried Employees Trust
Microsoft Corporation 695,000 * 31,954 31,954 -
Motion Picture Industry Health Plan - Active Member 85,000 * 3,908 3,908 -
Fund
Motion Picture Industry Health Plan - Retiree 60,000 * 2,758 2,758 -
Member Fund
OCM Convertible Trust 1,370,000 * 62,988 62,988 -
OCM Global Convertible Securities Fund 100,000 * 4,597 4,597 -
Partner Reinsurance Company Ltd. 590,000 * 27,126 27,126 -
Qwest Occupational Health Trust 115,000 * 5,287 5,287 -
State Employees' Retirement Fund of the State of 800,000 * 36,781 36,781 -
Delaware
The St. Paul Travelers Companies, Inc. - Commercial 685,000 * 31,494 31,494 -
Lines
The St. Paul Travelers Companies, Inc. - Personal 455,000 * 20,919 20,919 -
Lines
UnumProvident Corporation 255,000 * 11,724 11,724 -
Vanguard Convertible Securities Fund, Inc. 10,940,000 4.4% 502,988 502,988 -
The prospectus, together with prospectus supplement no. 1, prospectus
supplement no. 2 and this prospectus supplement no. 3, 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 FEBRUARY 14, 2005