SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) April 7, 1997
Cable Design Technologies Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-22724 36-3601505
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 937-2300
Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index on page 5
ITEM 2. ACQUISITION OF ASSETS.
As of April 7, 1997 (the "Closing Date"), Dearborn/CDT, Inc.
("Dearborn/CDT"), Dearborn West/CDT, Inc. and Thermax/CDT, Inc. ("Thermax/CDT")
(Dearborn/CDT, Dearborn West/CDT, Inc. and Thermax/CDT are collectively, the
"Dearborn Entities"), wholly owned indirect subsidiaries of Cable Design
Technologies Corporation ("CDT Corp."), completed their acquisition (the
"Acquisition") of the operating assets, including plant and equipment, of
Dearborn Wire and Cable L.P., Dearborn West L.P. and Thermax Wire, L.P.
(Dearborn Wire and Cable L.P., Dearbon West L.P. and Thermax Wire, L.P. are
collectively, the "Acquired Businesses") for $75,000,000. The Acquired
Businesses manufacture and distribute high performance wire and cable and
assemblies. A cash payment of $67,500,000 was made on the Closing Date with
$7,500,000 due on the second anniversary of the Closing Date. The purchase price
is subject to adjustment based on the Closing Date working capital and other
liabilities. The source of funds for the Acquisition was CDT Corp's bank line of
credit. The identity of the lenders has been filed separately with the
Securities and Exchange Commission. These Acquired Businesses will operate as
three separate, wholly owned subsidiaries of CDT Corp. with headquarters in
Wheeling, Illinois. As of April 1, 1997, the Acquired Business collectively had
446 employees located in the U.S. An additional 360 workers are utilized on a
contract basis in Nogales, Mexico pursuant to a contract between Thermax Wire
Corporation and Collectron Arizona, Inc., dated May 4, 1992 which has been
assumed by Thermax/CDT pursuant to the Asset Purchase Agreement, dated March 31,
1997, between Cable Design Technologies Inc., the Dearborn Entities and the
Acquired Businesses.
PROPERTIES.
The Dearborn Entities use the following properties for manufacturing,
warehouse and office space, three of which are leased and two of which are
owned. CDT Corp. believes that these facilities, together with planned
expenditures for normal maintenance, capacity and technological improvements
will provide adequate production capacity to meet current demand for the
Dearborn Entities' products.
APPROXIMATE
LOCATION USE OWNED OR LEASED SQUARE FEET
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Northridge, CA Office space, warehouse Leased 16,234
and processing center
Chino, CA Warehouse, distribution Leased 11,088
and processing center
Wheeling, IL Warehouse, office space Leased 80,065
and light manufacturing
Chicago, IL Manufacturing Owned 17,864
Wheeling, IL Manufacturing and Owned 110,000
warehouse
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The lease on the Northridge, CA facility between Thermax Wire, L.P. and The
Cousins Ltd. has a renewal option which commenced November 1, 1995 and expires
October 31, 1998. There is one additional three year period renewal option which
would commence November 1, 1998, exercisable by Thermax/CDT on written notice at
least four months but not more than nine months prior to the expiration of the
existing renewal option period.
The lease on the Chino, CA facility between Dearborn/CDT and Central
Business Park South has an automatic one year renewal option each June 1.
The lease on the Wheeling, IL facility between Dearborn/CDT and 190
Partnership L.P. commenced on June 1, 1992 and has been extended from May 31,
1997 for an additional seven months ending December 31, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
i) It is impracticable for CDT Corp. to provide Financial Statements
for the Acquired Businesses at this time. Such Financial Statements will be
filed by amendment to the Current Report on Form 8-K, or as part of CDT
Corp.'s Quarterly Report on Form 10-Q, as soon as they are available, but
in no event later than 60 days following the last date upon which this
Current Report on Form 8-K would have been timely filed.
(b) Pro forma Financial Information.
i) It is impracticable to provide pro forma financial information
incorporating the financial information of the Acquired Businesses at this
time. Such pro forma financial information will be filed by amendment to
the Current Report on Form 8-K, or as part of CDT Corp.'s Quarterly Report
on Form 10-Q, as soon as such information is available, but in no event
later than 60 days following the last date upon which this Current Report
on Form 8-K would have been timely filed.
(c) Exhibits.
10.1 Asset Purchase Agreement, dated March 31, 1997, between Cable Design
Technologies Inc., Dearborn/CDT, Inc., Dearborn West/CDT, Inc. and
Thermax/CDT, Inc. and Dearborn Wire and Cable L.P., Dearborn West L.P. and
Thermax Wire, L.P.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Cable Design Technologies Corporation
By: /s/ Kenneth O. Hale
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Name: Kenneth O. Hale
Title: Vice President, Chief Financial Officer
and Secretary
Dated: April 22, 1997
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EXHIBIT INDEX
Exhibit No. Document Page
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10.1 Asset Purchase Agreement, dated March 31, 1997, 6
between Cable Design Technologies Inc.,
Dearborn/CDT, Inc., Dearborn West/CDT, Inc. and
Thermax/CDT, Inc. and Dearborn Wire and Cable L.P.,
Dearborn West L.P. and Thermax Wire, L.P.
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