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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2000
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to ___________
Commission File No. 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
7701 FORSYTH BOULEVARD
SUITE 800
ST. LOUIS, MISSOURI 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- --------------------
Common Stock, $.01 par value The New York Stock Exchange
Preferred Stock Purchase Rights The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports),and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
Exhibit Index on Page 20 Page 1 of ___
================================================================================
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant at March 16, 2001 is $526,932,528.
The number of shares outstanding of the registrant's Common Stock at March 16,
2001 is 24,542,253.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Belden Inc. Proxy Statement for the Annual Meeting of
Stockholders to be held on May 3, 2001 (the "Proxy Statement") (incorporated by
reference into Part III).
Portions of the 2000 Belden Inc. Annual Report to Shareholders (the "2000 Annual
Report") (incorporated by reference into Parts I, II and IV).
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PART I
ITEM 1. BUSINESS
GENERAL
Belden designs, manufactures and markets metallic and fiber optic wire and cable
products for the electronics and communications markets. It has been in the
business of manufacturing wire and cable for nearly 100 years. The business was
founded as Belden Manufacturing Company, which began manufacturing silk
insulated wire and insulated magnet wire in Chicago in 1902. In 1980, the
business was acquired by Crouse-Hinds Company and, in 1981, by Cooper
Industries, Inc. ("Cooper") as part of Cooper's acquisition of Crouse-Hinds
Company. From 1981 until July 1993, the business was operated as an
unincorporated division of Cooper.
In 1993, the business was transferred to Belden Wire & Cable Company ("BWC"), a
wholly-owned subsidiary of Belden Inc., in connection with the October 6, 1993
initial public offering by Cooper of 23,500,000 shares of common stock of Belden
Inc. In 1995 and 1996, an additional 2,500,000 shares of common stock, which
were originally retained by Cooper, were sold to the public. In June 1999,
Belden Inc. acquired all the outstanding shares of Cable Systems Holding Company
and its subsidiary Cable Systems International Inc., now Belden Communications
Company ("BCC"). With the acquisition of BCC, Belden began operating under two
business segments: Electronics, headquartered in Richmond, Indiana, and
Communications, headquartered in Phoenix, Arizona. For more information
regarding Belden acquisitions, see "Note 4: Acquisitions" of Belden's
consolidated financial statements in the 2000 Annual Report, incorporated by
reference in Item 8 of this Annual Report on Form 10-K.
Belden Inc., the publicly-traded parent company, is a Delaware corporation
incorporated in 1993. Substantially all of its operations are conducted through
BWC, BCC and its other subsidiaries.
As used herein, unless a business segment is identified or the context otherwise
requires, "Belden" and the "Company" refer to Belden Inc. and its subsidiaries
as a whole and their respective predecessors, including the Belden Division of
Cooper. Financial information about Belden's two business segments appears in
"Note 18: Industry Segments and Geographic Information" of Belden's consolidated
financial statements in the 2000 Annual Report, incorporated by reference in
Item 8 of this Annual Report on Form 10-K.
The Company's major product markets are:
- Networking, consisting of premise products for the transmission of
voice, data or video, generally utilized as the backbone of computer
networks
- Industrial, including products used in factory automation, signal and
control, industrial equipment and instrumentation equipment
- Entertainment & OEM, including products used in broadcast (such as
professional broadcasters, sports stadiums and arenas) and OEM
applications, and deflection coil products
- Communications, consisting of, for telecom applications, exchange
cable (also called "PIC" for "plastic insulated cable") and service
distribution wire, and broadband products.
Belden meets the demands of these product markets with various product
configurations, which include multiconductor products, coaxial cables, fiber
optic cables, heat-shrinkable tubing and wire management products, cordage, and
lead, hook-up and other wire products. A more detailed description of certain of
these product configurations follows.
Multiconductor Product Configurations. A multiconductor cable consists of two or
more insulated conductors that are cabled together, individually twisted into
pairs or run in a parallel configuration as a flat cable. Insulation may be
extruded or laminated over bare conductors, and separately insulated conductors
may be bonded or woven together. A cable may be unshielded, have individually
shielded pairs or have an overall shield. The cable is covered with an overall
jacket.
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Coaxial Product Configurations. Coaxial cable consists of a central inner
conductor surrounded by a concentric outer conductor or shield. A dielectric
material separates the two conductors and a jacket covers the overall
construction. The inner conductor is usually copper or copper-covered steel,
while the outer conductor is usually a metallic tape or a wire braid. Various
insulating and jacketing materials are used.
Fiber Optic Product Configurations. Fiber optic cables transmit light signals
through glass or plastic fibers. Fiber optic cables may be either multimode or
single mode.
Lead, Hook-up and Other Wire Product Configurations. Lead and hook-up wire
consist of single conductor wire that is used for electrical leads. In Europe,
Belden makes enamel coated wire used exclusively in the manufacture of precision
deflection coils that are used with computer video screens and television
monitors.
MARKETS AND PRODUCTS
The Company's Electronics business segment designs, manufactures and markets
metallic and fiber optic wire and cable product configurations that serve the
Networking, Industrial, Entertainment & OEM and Communications product markets.
The Company's Communications business segment designs, manufactures and markets
metallic cable product configurations that serve the Communications and
Networking product markets. A description of these product markets follows.
Networking. In the Networking product market, Belden supplies both shielded and
unshielded multiconductor cables, and to a lesser extent coaxial and fiber optic
cables, for use within the premises (hence the use of the term "premise"
products) for the transmission of voice, data, video or a combination of these.
Networking products are generally used as the backbone of computer networks,
linking local area networks ("LANs"), workstations, equipment and other
peripheral devices to each other or to telecommunications service wire. Belden's
multiconductor product line for the Networking market includes plenum cable,
which is jacketed with special flame retardant materials, and its DataTwist(R)
cables for high speed transmission. It also includes MediaTwist(R) cables, which
are multimedia cables supporting diverse applications in video, data, and voice
technologies. Belden also sells fiber optic cables for utilization in LAN
applications. In these systems, fiber optic cables are used to provide data
communications between buildings in close proximity or to provide a "backbone"
to carry information between floors within a building.
Belden's primary channels to the Networking product market include distributors,
computer original equipment manufacturers ("OEMs") and systems integrators who
design and install multivendor data/voice systems. Networking product sales by
both of Belden's business segments constituted approximately 20%, 22% and 24% of
Belden's consolidated revenues in 2000, 1999 and 1998, respectively.
Industrial. The Industrial product market requires a broad range of products for
industrial signal, instrumentation and control applications involving
programmable controllers, robotics, process control and computer-integrated
manufacturing, as well as traffic signal cable and cable for fire alarm, smoke
detection, sprinkler control and security systems. Many industrial environments,
such as refineries or other natural resource manufacturing facilities, require
cables with exterior armor or jacketing materials that can endure exposure to
chemicals, extreme temperatures and outside elements. Belden manufactures and
markets multiconductor products and, to a lesser degree, coaxial and fiber optic
products, that are designed for all these applications. Belden also manufactures
electrical wire used for the industrial power markets. Belden sells these
industrial signal, instrumentation and control products primarily through wire
specialist distributors and redistributors.
Also within the Industrial product market, computer equipment requires various
multiconductor, flat, coaxial and fiber optic product configurations to
interconnect peripheral pieces of equipment, such as printers, to computers.
Belden supplies these product configurations for such applications. Belden also
supplies heat-shrinkable tubing and wire management products to protect and
harness wire and cable assemblies. Belden's primary market channels for these
products are direct sales to computer and instrumentation OEMs and sales through
assembly houses and distributors.
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Belden-wide Industrial product sales constituted approximately 26%, 33% and 35%
of Belden's consolidated revenues in 2000, 1999 and 1998, respectively.
Entertainment & OEM. Belden manufactures a variety of multiconductor and coaxial
products which distribute audio and video signals for use in broadcast
television (including digital television and HDTV), broadcast radio, pre- and
post-production facilities, recording studios and public facilities such as
arenas and stadiums. Belden's audio/video cables are also used in connection
with microphones, musical instruments, audio mixing consoles, effects equipment,
speakers, paging systems and consumer audio products. Belden's primary market
channels for these broadcast, music and entertainment products are broadcast
specialty distributors and audio systems installers. Belden also sells directly
to music OEMs and the major networks including NBC, CBS, ABC and FOX.
On the OEM side of the Entertainment & OEM product market, Belden makes flat
cable products for use in internal computer component wiring, and to interface
internal components such as circuit boards, switching devices and other active
components. Belden primarily sells these products directly to computer and
instrumentation OEMs and through assembly houses and distributors.
Belden's OEM products also include lead and hook-up wire that is used for
electrical leads in motors, internal wiring and test equipment, which Belden
sells primarily to OEMs that manufacture motors, transformers, ballasts and
lighting, electronic equipment and coil winders. Belden also markets these
products through electrical apparatus parts distributors, wire specialist
distributors and electrical wholesalers. In Europe, Belden manufactures enamel
coated wire used exclusively in the manufacture of precision deflection coils
that are used with computer video screens and television monitors. These
products are sold directly to OEMs. Belden also fabricates and sells directly to
OEMs wire for components used in the production of active and passive electronic
components which provide the circuitry connections for electronic data
equipment.
Belden-wide Entertainment & OEM product sales constituted approximately 16%, 21%
and 25% of Belden's consolidated revenues in 2000, 1999 and 1998, respectively.
Communications. Within the Communications product market, Belden supplies
products that transmit voice, video, and data signals through the public
telephone network. Sophisticated digital network and switching equipment used in
many of the advanced telephone systems require specialty cable. Belden supplies
exchange cable--a type of multiconductor cable also known as "PIC" or plastic
insulated cable--which is used to provide telephone and data circuits from the
central office (where switching equipment is located) or distribution cabinets
to neighborhoods or buildings (where circuits are required), and service
distribution wire, also a multiconductor cable which extends the voice, video,
or data circuit from the exchange cable to a business or home. Belden also makes
some fiber optic products for communications applications. Belden's PIC cable
products, and the majority of its service distribution wire products, are
manufactured by its Communications business segment, and are sold generally to
Local Exchange Carriers (LECs) directly and through distributors, and to other
major communications companies.
Also within the Communications product market, Belden manufactures flexible,
copper-clad coaxial cable, sometimes generically referred to as "broadband",
which provides high speed transmission of voice, data and video. This coaxial
cable made by Belden is used for the "drop" section of a cable television (CATV)
system and Direct Broadcast Satellite (DBS) system. The drop cable section
distributes the signal from the "trunk" portion of the CATV system or the
satellite dish in a DBS system into the home. Belden also has a composite cable
capability for a combination of CATV and telephone pair to meet the changing
needs of the converging CATV and telecommunication markets. Further, Belden
manufactures a copper base trunk distribution cable widely used throughout
Europe meeting local specifications within the region. In addition, Belden makes
fiber optic single mode cable for CATV applications.
The CATV drop cable market includes both new cable installations and the repair
and replacement of existing cable. Belden's CATV cable is sold directly to
multiple systems operators (MSOs) who operate CATV systems throughout the world
and through CATV and electronic distributors.
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Also within the Communications product market, Belden sells coaxial cables used
in connection with wireless applications, such as cellular, PCS, PCN and GPS,
primarily through distributors.
Communications product sales by both of Belden's business segments constituted
approximately 38%, 24% and 16% of Belden's consolidated revenues in 2000, 1999
and 1998, respectively.
CUSTOMERS
Belden's Electronics business segment sells through distributors and directly to
OEMs and installers of equipment and systems. Belden's Communications business
segment sells primarily to Local Exchange Carriers (LEC's) both directly and
through distributors, and to other major communications companies. Sales to
several business units of Anixter International Inc., primarily by the
Electronics business segment, represented approximately 14% of Belden-wide sales
in 2000, 16% in 1999 and 18% in 1998.
In general, Belden's customers are not contractually obligated to buy Belden
products exclusively, in minimum amounts or for a significant period of time.
They could purchase products that compete with Belden's products in lieu of
purchasing products from Belden, and the loss of one or more large customers
could, at least in the short-term, have an adverse effect on the Company's
results of operations. However, the Company believes that its relationships with
its customers are satisfactory and that the customers choose Belden products due
to, among other reasons, the breadth of Belden's product offering and the
quality and performance characteristics of its products.
Apart from this, the ongoing relationship that the Company's Electronics
business segment has with its distributors raises other potential risks. For
example, adjustments to inventory levels maintained by distributors (which
adjustments may be accelerated through consolidation among distributors) may
adversely affect sales on a short-term basis. Further, certain distributors have
been and may in the future be allowed to return inventory at the distributor's
original cost, in an amount not to exceed three percent of the prior year's
purchases, in exchange for an order of equal or greater value. The Company has
recorded a liability for the estimated impact of this return policy.
The Company's Communications business segment sells telecommunications products
primarily to LECs and other telecommunication companies under long term
contracts, generally three to five years in duration. Due to the size of these
contracts, the award or loss of a contract may have a material impact on the
operating performance of the Company. In addition, the order pattern for these
customers can vary due to their operational priorities, weather, budget
constraints, increasing system upgrades, and other factors.
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INTERNATIONAL OPERATIONS
Belden's international sales consist primarily of products sold by the
Electronics business segment into all four product markets. Belden's primary
channels to international markets are through distributors, and direct sales to
end users and OEMs.
Changes in the relative value of currencies take place from time to time and
their effects on the Company's results of operations may be favorable or
unfavorable. Belden sometimes engages in foreign currency hedging transactions
to mitigate these effects. For more information about Belden's foreign currency
exposure management, See "Note 2: Summary of Significant Accounting Policies" of
Belden's consolidated financial statements in the 2000 Annual Report,
incorporated by reference in Item 8 of this Annual Report on Form 10-K.
As Belden continues to expand internationally, the increased opportunities are
accompanied by increased risks arising from economic and political
considerations in the countries served. For example, the improving, but still
unsettled economic climate in the Asia/Pacific region may adversely affect sales
in that area.
Financial information about Belden's geographic areas is shown in "Note 18:
Industry Segments and Geographic Information" of Belden's consolidated financial
statements in the 2000 Annual Report, incorporated by reference in Item 8 of
this Annual Report on Form 10-K.
COMPETITION
Belden faces substantial competition in its major markets. The number and size
of Belden's competitors varies depending on the product line and business
segment.
For the Company's Electronics business segment, competition can be generally
categorized as highly competitive with many players. Primary competition is
either global in scope with competitors that have substantial financial,
engineering, manufacturing and marketing resources, or regional in scope with
competitors that have more limited product offerings. In recent years,
competition has been further stimulated by the addition of several large wire
and cable companies to the public marketplace through initial public offerings.
For Belden's Communications business segment, there are a handful of competitive
players in the exchange cable and service distribution wire product area. There
are numerous competitors in the segment's other product areas. Due to the buying
power of the LECs and other factors, the Communications segment faces highly
competitive conditions.
The principal competitive factors in all product markets are availability,
customer support, distribution coverage, price and product features. The
relative importance of each of these factors varies depending on the specific
product category.
Some of the Company's competitors have greater financial, engineering,
manufacturing and other resources than the Company. The Company's competitors
can be expected to continue to improve the design and performance of their
products and to introduce new products with competitive price and performance
characteristics. Although the Company believes that it has certain technological
and other advantages over its competitors, realizing and maintaining such
advantages will require continued investment by the Company in engineering,
research and development, marketing and customer service and support. There can
be no assurance that the Company will continue to make such investments or that
the Company will be successful in maintaining such advantages.
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RESEARCH AND DEVELOPMENT
The Company engages in a continuing research and development program, including
new and existing product development, testing and analysis; process and
equipment development and testing; and compound materials development and
testing. For information about the amount spent on research and development, see
"Note 2: Summary of Significant Accounting Policies" of Belden's consolidated
financial statements in the 2000 Annual Report, incorporated by reference in
Item 8 of this Annual Report on Form 10-K.
PATENTS AND TRADEMARKS
The Company has a policy of seeking patents when appropriate on inventions
concerning new products, product improvements and process and equipment
development as part of its ongoing research, development and manufacturing
activities. The Company owns numerous patents and registered trademarks
worldwide, with numerous others for which applications are pending. Although in
the aggregate its patents and trademarks are of considerable importance to the
manufacturing and marketing of many of its products, the Company does not
consider any single patent or trademark or group of patents or trademarks to be
material to its business as a whole, except for the Belden(R) trademark. The
Company has the right to use the Belden(R) trademark in connection with all of
its current products. The Company, however, granted to Cooper, around the time
of the Company's initial public offering, the exclusive royalty-free right to
use the Belden(R) trademark for wire and cable products in the automotive
markets and certain other markets in which the Company does not currently
compete. Other important trademarks used by Belden include DataTwist(R),
MediaTwist(R), Flamarrest(R), UnReel(R), Duobond(R), Beldfoil(R),
Conformable(R), Pope(R), Alpha(R), FIT(R), XTRAo GUARD(R) and New Generation(R).
Belden's patents and trademarks are primarily used by the Electronics business
segment.
RAW MATERIALS
The principal raw material used in many of Belden's products is copper. The
Company has a copper hedging policy that attempts to match the period of the
futures contract with the estimated time required to reflect the change in
copper cost in the sales price of the Company's products. For additional
information, see "Note 2: Summary of Significant Accounting Policies" and "Note
15: Commitments" of Belden's consolidated financial statements in the 2000
Annual Report, incorporated by reference in Item 8 of this Annual Report on Form
10-K.
Other raw materials used by Belden include, for the Electronics business
segment, Teflon(R) FEP and other insulating materials such as plastic and
rubber, shielding tape, plywood reels, corrugated cartons, aluminum and optical
fiber; and for the Communications business segment, the preceding materials as
well as flooding and filling compound, bronze tape, color chips, steel, reemay,
mylar and polyester film. With respect to all major raw materials used by the
Company, Belden generally has either alternative sources of supply or access to
alternative materials. Supplies of these materials are generally adequate and
are expected to remain so for the foreseeable future, except for optical fiber
which is in tight supply. There is currently a limited number of manufacturers
of optical glass fiber.
Belden sources a minor percentage of its finished products from a network of
manufacturers under private label agreements, and resells these products under
various names, especially Alpha Wire Company.
BACKLOG
The Company's business is characterized by short-term order and shipment
schedules rather than volume purchase contracts. Accordingly, the Company does
not consider backlog at any given date to be indicative of future sales. The
Company's backlog consists of product orders for which a customer purchase order
has been received or a customer purchase order number has been communicated and
which are scheduled for shipment within six months. Orders are subject to
cancellation or rescheduling by the customer, generally with a cancellation
charge. At December 31, 2000, the Company's backlog of orders believed to be
firm was $72.8 million, compared to $59.2 million at December 31, 1999, most of
which amounts were attributable to the Electronics business segment. The Company
believes that all such backlog will be filled in 2001.
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ENVIRONMENTAL MATTERS
The Company is subject to numerous federal, state, local and foreign laws and
regulations relating to the storage, handling, emission and discharge of
materials into the environment, including the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"), the Clean Water Act, the
Clean Air Act (including the 1990 amendments) and the Resource Conservation and
Recovery Act. The Company believes that its existing environmental control
procedures are adequate and it has no current plans for substantial capital
expenditures in this area.
A former Belden facility in Shrewsbury, Massachusetts was sold to a third party
in 1992, but Belden has agreed to indemnify the buyer for certain preexisting
environmental liabilities, principally caused by a former owner. Contaminated
soil has been removed, and groundwater remediation has been temporarily
suspended to monitor the groundwater quality. If at the end of the year the
groundwater contaminant levels meet the state requirements, the Company will
apply for permanent closure of the system.
The facility in Venlo, The Netherlands was acquired in 1995 from Philips
Electronics N.V. Soil and groundwater contamination were identified on the site
as a result of material handling and past storage practices. Various soil and
groundwater assessments are being performed, and some form of remediation will
be necessary. The Company has recorded a liability for the costs.
The Company has been identified as a potentially responsible party ("PRP") with
respect to four sites designated for cleanup under CERCLA or similar state laws,
which impose liability for cleanup of certain waste sites and for related
natural resource damages without regard to fault or the legality of waste
generation or disposal. Persons liable for such costs and damages generally
include the site owner or operator and persons that disposed or arranged for the
disposal of hazardous substances found at those sites. Although CERCLA imposes
joint and several liability on all PRPs, in application, the PRPs typically
allocate the investigation and cleanup costs based upon the volume of waste
contributed by each PRP. Settlements can often be achieved through negotiations
with the appropriate environmental agency or the other PRPs. PRPs that
contributed less than 1% of the waste are often given the opportunity to settle
as "de minimis" parties, resolving their liability for a particular site. The
number of sites with respect to which the Company has been identified as a PRP
has decreased in part as a result of "de minimis" settlements.
Belden does not own or operate any of the four waste sites with respect to which
it has been identified as a PRP. In each case, Belden is identified as a party
that disposed of waste at the site. With respect to three of the sites, Belden's
share of the waste volume is estimated to be less than 1%. At the fourth site,
Belden contributed less than 10% of the waste. Although no estimates of cleanup
costs have yet been completed for most of these sites, the Company believes,
based on its preliminary review and other factors, including its estimated share
of the waste volume at the sites, that the costs to the Company relating to
these sites will not have a material adverse effect on its results of operations
or financial condition. The Company has an accrued liability on its balance
sheet to the extent such costs are known and estimable for such sites.
The Company does not currently anticipate any material adverse effect on its
results of operations, financial condition or competitive position as a result
of compliance with federal, state, local or foreign environmental laws or
regulations, or cleanup costs at the facilities and sites discussed above.
However, some risk of environmental liability and other costs is inherent in the
nature of the Company's business, and there can be no assurance that material
environmental costs will not arise. Moreover, it is possible that future
developments, such as increasingly strict requirements of environmental laws and
enforcement policies thereunder, could lead to material costs of environmental
compliance and cleanup by the Company.
EMPLOYEES
As of December 31, 2000, the Company had approximately 6000 full-time employees.
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IMPORTANCE OF NEW PRODUCTS AND PRODUCT IMPROVEMENTS;
IMPACT OF TECHNOLOGICAL CHANGE; IMPACT OF ACQUISITIONS
Many of the markets that Belden serves are characterized by advances in
information processing and communications capabilities, including advances
driven by the expansion of digital technology, which require increased
transmission speeds and greater bandwidth. These trends require ongoing
improvements in the capabilities of wire and cable products. The Company
believes that its future success will depend in part upon its ability to enhance
existing products and to develop and manufacture new products that meet or
anticipate such changes. The failure to introduce successfully new or enhanced
products on a timely and cost-competitive basis could have an adverse impact on
the Company's operations and financial condition.
Because of patents owned by others and high capital requirements, the Company
does not currently manufacture its own optical fibers, but purchases its
requirements from others for further manufacturing. The Company has been a fiber
optic cable supplier in niche, specialty markets since 1976, now manufacturing
such cables on three continents, and believes that growth in fiber optic
products presents a significant growth opportunity for the Company. At the same
time, fiber optic technology presents a potential substitute for certain of the
copper-based products that comprise the vast majority of Belden's sales.
Fiber optic cables have not to date significantly penetrated the copper-based
markets served by Belden due to the high relative cost required to interface
electronic and light signals and the high cost of fiber termination and
connection. Further, advances in data transmission equipment and copper cable
technologies have increased the relative performance of copper solutions. For
example, asynchronous transfer mode (ATM) technology using copper cable may
further improve the attractiveness of copper-based solutions. However, a
significant and rapid decrease in the cost of fiber optic systems relative to
the cost of copper-based systems could make such systems superior on a
price/performance basis to copper systems and could adversely effect the
Company.
To date, the development of wireless devices has required the development of new
wired platforms and infrastructure. In the future, wireless communications
technology may represent a threat to both copper and fiber optic-based systems.
Belden believes that the reduced signal security and the relatively slow
transmission speeds of current systems restrict the use of wireless systems in
many data communications markets. However, there are no assurances that future
advances in wireless technology may not have an adverse effect on the Company's
business.
The Company does not presently anticipate that the commercialization of video
delivery technology -- direct broadcast technology ("DBS") -- will have a
material adverse effect on its CATV drop cable business. With DBS, a small
satellite dish antenna is placed on the roof of a subscriber's facility. DBS
does not require wiring from a central location to each subscriber, as does a
CATV system. The Company sells cables that meet the requirements of a DBS
system, specifically the cable that connects the DBS satellite dish antenna with
a subscriber's home or business television set.
Continued strategic acquisitions are an announced part of Belden's future
strategy, and as discussed in "Note 4: Acquisitions" to Belden's consolidated
financial statements in the 2000 Annual Report (incorporated by reference in
Item 8 of this Annual Report on Form 10-K), the Company completed five
acquisitions in 1998, 1999 and 2000. However, there can be no assurance that
future acquisitions will occur or that those that do occur will be successful.
In particular, the addition of several large wire and cable companies to the
public marketplace in recent years through initial public offerings has
increased competition for acquisition candidates.
FORWARD-LOOKING STATEMENTS
The statements set forth in Item 1 of this Annual Report on Form 10-K other than
historical facts are forward-looking statements made in reliance upon the safe
harbor of the Private Securities Litigation Reform Act of 1995. As such, they
are based on current expectations, estimates, forecasts and projections about
the industries
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in which the Company operates, general economic conditions, and management's
beliefs and assumptions. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions, which are
difficult to predict. As a result, the Company's actual results may differ
materially from what is expected or forecasted in such forward-looking
statements. The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
and disclaims any obligation to do so.
The Company's actual results may differ materially from such forward-looking
statements for the following reasons: the unsettled economic conditions of the
Asia/Pacific region (and the impact such conditions may have on the Company's
sales); increasing price, product and service competition from U.S. and non-U.S.
competitors (including new entrants); the credit worthiness of the Company's
customers; the Company's ability to continue to introduce, manufacture and
deploy competitive new products and services on a timely, cost-effective basis;
the achievement of lower costs and expenses; the ability to successfully
integrate the operations and businesses of acquired companies (including the
Company's achieving cost-saving and profit improvement initiatives at its
Communications operations); the ability to transfer production to new
facilities; developments in technology; the threat of displacement from
competing technologies (including wireless and fiber optic technologies); demand
and acceptance of the Company's products by customers and end users; changes in
raw material costs and availability; changes in foreign currency exchange rates;
the pricing of the Company's products; the success of implementing cost-saving
programs and initiatives; reliance on large customers; general industry and
market conditions and growth rates; and other factors noted elsewhere in this
Annual Report on Form 10-K and other Securities and Exchange Act filings.
EXECUTIVE OFFICERS
The following sets forth certain information with respect to Belden's executive
officers. All executive officers are elected to terms which expire at the
organizational meeting of the Board of Directors following the Annual Meeting of
Shareholders.
====================================================================================
NAME AGE POSITION
- ------------------------------------------------------------------------------------
C. Baker Cunningham 59 Chairman of the Board, President, Chief Executive
Officer and Director
- ------------------------------------------------------------------------------------
Paul Schlessman 44 Vice President, Finance, Treasurer and Chief
Financial Officer
- ------------------------------------------------------------------------------------
Peter J. Wickman 52 Vice President, Operations and
President, Belden Electronics
- ------------------------------------------------------------------------------------
Richard K. Reece 45 Vice President, Operations and
President, Belden Communications
- ------------------------------------------------------------------------------------
Kevin L. Bloomfield 49 Vice President, Secretary and General Counsel
- ------------------------------------------------------------------------------------
Cathy O. Staples 50 Vice President, Human Resources
- ------------------------------------------------------------------------------------
Stephen H. Johnson 51 Treasurer
====================================================================================
C. Baker Cunningham has been Chairman of the Board, President, Chief Executive
Officer and Director of the Company since 1993. From February 1982 until July
1993, he was an Executive Vice President, Operations of Cooper, a manufacturer
of electrical equipment and tools and hardware. Mr. Cunningham has a B.S. degree
in civil engineering from Washington University, an M.S. degree in civil
engineering from Georgia Tech and an M.B.A. from the Harvard Business School.
Paul M. Schlessman has been Vice President, Finance, Treasurer and Chief
Financial Officer of the Company since July 1999. He was Vice President and
General Manager of the Company's Alpha Wire Division from February 1997 to July
1999. Prior to that, he was Vice President, Finance for Clarke American, a
financial service subsidiary of Caradon, plc, from August 1996 to February 1997.
From 1989 to August 1996 Mr. Schlessman worked in financial capacities with
Cooper's Automotive Division. He
10
11
has a B.S. degree in finance and accounting from Bowling Green State University
and an MBA from the University of Toledo and is a Certified Public Accountant.
Richard K. Reece has been Vice President, Operations of the Company and
President, Belden Communications since June 1999. He was Vice President,
Finance, Treasurer and Chief Financial Officer of the Company from August 1,
1993 until June 1999. He was associated with the public accounting firm of Ernst
& Young LLP from 1978 until June 1993 and was a partner with that firm since
1989. He has a B.S. degree in accounting from Auburn University and is a
Certified Public Accountant.
Peter J. Wickman has been Vice President, Operations of the Company since 1993,
and President, Belden Electronics since June 1999. He was Vice President,
Finance and Planning for the Belden Division of Cooper from 1989 to July 1993.
He was Controller of Cooper's Bussmann Division from 1983 to 1989. Mr. Wickman
has a B.S. degree in accounting from Walton School of Commerce and is a
Certified Public Accountant.
Kevin L. Bloomfield has been Vice President, Secretary and General Counsel of
the Company since August 1, 1993. He was Senior Counsel for Cooper from February
1987 to July 1993, and had been in Cooper's Law Department from 1981 to 1993. He
has a B.A. degree in economics and a J.D. degree from the University of
Cincinnati and an M.B.A. from Ohio State University.
Cathy Odom Staples has been Vice President, Human Resources of the Company since
May 1997. She was Vice President, Human Resources for the Electronic Products
Division of the Company from May 1992 to May 1997. Ms. Staples has a B.S.B.A.
degree in human resources from Drake University.
Stephen H. Johnson has been Treasurer of the Company since July 2000. He was
Vice President, Finance of Belden Electronics from September 1998 through June
2000 and Director, Tax and Assistant Treasurer of the Company from October 1993
through August 1998. He was associated with the public accounting firm of Ernst
& Young LLP from 1980 through September 1993 and was a partner with that firm
since 1989. Mr. Johnson has a B.A. in History from Austin College and a Ph.D. in
Philosophy from the University of Texas at Austin. He is a Certified Public
Accountant.
ITEM 2. PROPERTIES
Belden has an executive office and various manufacturing plants, distribution
centers and sales offices. The significant facilities are as follows:
1. Used by Belden generally:
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
- ------------------------------------------------------------------------------------------------------
St. Louis, Missouri Executive Office 13,261 Leased
2. Used by the Electronics business segment:
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
- ------------------------------------------------------------------------------------------------------
Richmond, Indiana Sales and Administrative Office 53,575 Owned
Richmond, Indiana Engineering Center 70,000 Owned
Richmond, Indiana Manufacturing - electronics wire & cable 693,372 Owned
Richmond, Indiana Distribution Center 145,000 Owned
Monticello, Kentucky Manufacturing - electronics wire & cable 222,800 Owned
11
12
- -----------------------------------------------------------------------------------------------------
Tompkinsville, Kentucky Manufacturing - CATV and flat cable 228,800 Owned
Leominster, Massachusetts Manufacturing - electronics wire & cable 61,200 Leased
Elizabeth, New Jersey Sales and Administration Office 7,064 Owned
Elizabeth, New Jersey Distribution Center 197,250 Owned
Fort Mill, South Carolina Manufacturing - electronics wire & cable 240,000 Owned
and fiber optics cable
Essex Junction, Vermont Manufacturing - high temperature 77,400 Owned
electronics wire & cable
Cobourg, Ontario, Canada Manufacturing - electrical and 215,000 Owned
electronics wire & cable; Sales and
Administrative Office and Distribution
Center
Tottenham, Victoria, Manufacturing--electrical and electronics
Australia wire & cable; Sales and Administrative 140,000 Leased
Office and Distribution Center
Villingen-Schwenningen, Manufacturing - electrical and 125,000 Owned
Germany electronics wire & cable; Sales and
Administrative Office and Distribution
Center
Budapest, Hungary Manufacturing--electrical and electronics 79,000 Owned
wire & cable; Sales and Administrative
Office
Venlo, The Netherlands Manufacturing - electrical and 585,000 Owned
electronics wire & cable and fiber optics
cable; Distribution Center; and Sales and
Administrative Office
- -----------------------------------------------------------------------------------------------------
3. Used by the Communications business segment:
- -----------------------------------------------------------------------------------------------------
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
- -----------------------------------------------------------------------------------------------------
Phoenix, Arizona Manufacturing - Communications 1,300,000 Owned
and networking wire & cable; Sales
and Administrative Office and
Distribution Center
- -----------------------------------------------------------------------------------------------------
Manchester, United Kingdom Manufacturing - Communications wire & 282,000 Owned
cable; Sales and Administrative Office
and Distribution Center
- -----------------------------------------------------------------------------------------------------
The Company believes its physical facilities are suitable for their present and
intended purposes and adequate for the Company's current level of operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings and administrative actions
which are incidental to the operations of the Company. In the opinion of the
Company's management, such proceedings and actions should not, individually or
in the aggregate, have a material adverse effect on the Company's results of
operations or financial condition.
12
13
See "Item 1. Business -- Environmental Matters" regarding certain proceedings
arising under environmental laws.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matters
were submitted to a vote of security holders of the Company.
13
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
At March 16, 2001, there were 927 record holders of Common Stock of Belden Inc.
The additional information required by Item 5 is incorporated herein by
reference to page 54 of the 2000 Annual Report. The Company anticipates that
comparable cash dividends will continue to be paid in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to page 21 of the 2000 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated herein by reference to pages 22 through 32 of the 2000 Annual
Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated herein by reference to pages 30 through 32 of the 2000 Annual
Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference to pages 34 through 53 of the 2000 Annual
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
14
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors is incorporated herein by reference to
"Proposal, Election of Directors", as described in the Proxy Statement.
Information regarding executive officers is set forth in Part I herein under the
heading "Executive Officers."
See "Other Matters -- Section 16(a) Beneficial Ownership Reporting Compliance",
as described in the Proxy Statement, which section of the Proxy Statement is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to "Board Structure and Compensation",
"Director Compensation", "Executive Compensation", and "Stock Performance
Graph", as described in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to "Stock Ownership of Certain Beneficial
Owners and Management", "Beneficial Ownership Table of Directors, Nominees and
Executive Officers" and "Beneficial Ownership Table of Shareholders Owning more
than Five Percent", as described in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. FINANCIAL STATEMENTS (located on the pages in the 2000 Annual Report
shown below).
PAGE NO.
2000 ANNUAL REPORT
Report of Independent Auditors...................................................33
Consolidated Balance Sheets as of December 31, 2000
and December 31, 1999.......................................................34
Consolidated Income Statements for Each of the Three Years
in the Period Ended December 31, 2000.......................................35
Consolidated Cash Flow Statements for Each of the Three Years
in the Period Ended December 31, 2000.......................................36
Consolidated Stockholders' Equity Statements for Each of the
Three Years in the Period Ended December 31, 2000...........................37
Notes to Consolidated Financial Statements.......................................38-53
2. Financial statement schedules not included in this Annual Report on
Form 10-K have been omitted because they are not applicable.
3. EXHIBITS The following exhibits are filed herewith or incorporated
herein by reference. DOCUMENTS INDICATED BY AN ASTERISK (*) ARE FILED HEREWITH;
DOCUMENTS INDICATED BY A DOUBLE ASTERISK IDENTIFY EACH
15
16
MANAGEMENT CONTRACT OR COMPENSATORY PLAN. Documents not indicated by an asterisk
are incorporated herein by reference to the document indicated. References to
(i) the "Registration Statement" are to the Belden Inc. Registration Statement
on Form S-1, File Number 33-66830, (ii) the "Form 10-Q" are to the Belden Inc.
Quarterly Report on Form 10-Q for the Quarter ended September 30, 1993, File
Number 1-12280, (iii) the "Form 10-Q, Second Quarter, 1994" are to the Belden
Inc. Quarterly Report on Form 10-Q for the Quarter ended June 30, 1994, File
Number 1-12280, (iv) the "Form 8-K" are to the Belden Inc. Report on Form 8-K,
filed with the Commission on April 17, 1995, File Number 1-12280, (v) the "Form
8-A" are to the Belden Inc. Registration Statement on Form 8-A filed with the
Commission and effective on July 25, 1995, (vi) the "Amendment to Form S-8" are
to the Belden Inc. Post-Effective Amendment No. 1 of Form S-8 Registration
Statement, filed with the Commission on October 23, 1995, File Number 33-66830,
(vii) the "Form 10-K 1995" are to the Belden Inc. Report on Form 10-K for 1995,
File Number 1-12280, (viii) the "Form 10-Q, Third Quarter, 1996" are to the
Belden Inc. Quarterly Report on Form 10-Q for the Quarter ended September 30,
1996, File Number 1-12280, (ix) the "Form S-8" are to the Belden Inc.
Registration Statement on Form S-8, filed in connection with the Belden Inc.
Non-Employee Director Stock Plan, File Number 333-11071, (x) the "Form 8-K,
January 1997" are to the Belden Inc. Report on Form 8-K, filed with the
Commission on January 23, 1997, File Number 1-12280, (xi) the "Form 10-K 1996"
are to the Belden Inc. Report on Form 10-K for 1996, File Number 1-12280, (xii)
the "Form 10-K 1997" are to the Belden Inc. Report on Form 10-K for 1997, File
Number 1-12280, (xiii) the "Form 10-Q, First Quarter, 1998" are to the Belden
Inc. Quarterly Report on Form 10-Q for the Quarter ended March 31, 1998, File
Number 1-12280, (xiv) the "Form 10-K 1999" are to the Belden Inc. Report on Form
10-K for 1999, File Number 1-12280, (xv) the "Form 10-Q, First Quarter, 2000"
are to the Belden Inc. Quarterly Report on Form 10-Q for the Quarter ended March
31, 2000, File Number 1-12280, (xvi) the "Form 10-Q, Second Quarter, 2000" are
to the Belden Inc. Quarterly Report on Form 10-Q for the Quarter ended June 30,
2000, File Number 1-12280, (xvii) the "Form 10-Q, Third Quarter, 2000" are to
the Belden Inc. Quarterly Report on Form 10-Q for the Quarter ended September
30, 2000, File Number 1-12280, (xviii) the "1999 Form S-8" are to the Belden
Inc. Registration Statement on Form S-8, filed in connection with the Belden
Inc. Long-Term Incentive Plan, File Number 333-74923, and (xix) the "Form 8-K,
July 1999" are to the Belden Inc. Report on Form 8-K, filed with the Commission
on July 12, 1999.
EXHIBIT NO. DESCRIPTION
2.1 Stock Purchase Agreement, dated April 3, 1995, among PCW
Beheermaatschappij B.V., Philips Electronics N.V., Belden Inc. and
Belden Europe B.V. for the purchase of Pope Cable and Wire B.V.
(Exhibit 2 to Form 8-K)
2.2 Asset Purchase Agreement, dated October 21, 1996, between Belden
Wire & Cable Company and Intech Cable, Inc. (Exhibit 10.1 to Form
10-Q, Third Quarter, 1996)
2.3 Asset Purchase Agreement, dated November 21, 1996, between Belden
Wire & Cable Company and Alpha Wire Corporation, and Asset
Purchase Agreement/U.K. Assets dated January 7, 1997 between
Belden U.K. Limited and Alpha Wire Limited (Exhibits 2.1 and 2.2
to Form 8-K, January 1997)
2.4 Agreement and Plan of Merger, dated May 21, 1999, among Belden
Inc., Ashes Merger Corp., Cable Systems Holding Company, Cable
Systems Holding, LLC, Citicorp Venture Capital, Ltd. and the other
Ultimate Owners (Exhibit 2 to Form 8-K, July 1999)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
4.2 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to
Form 10-K 1997)
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc.
and First Chicago Trust Company of New York, as Rights Agent;
ChaseMellon Shareholder Services, L.L.C. has superseded First
Chicago Trust Company of New York as Rights Agent (Exhibit 1 to
Form 8-A)
4.4 Note Purchase Agreement, dated as of August 1, 1997, providing for
up to $200,000,000 aggregate principal amount of Senior Notes
issuable in series, with an initial series of Senior Notes in the
aggregate principal amount of $75,000,000, between Belden Inc. as
issuer and, as purchasers, Aid Association for Lutherans; Mutual
of Omaha Insurance Company; United of Omaha Life Insurance
Company; Nationwide Mutual Insurance Company; State Farm Life
16
17
Insurance Company; Principal Mutual Life Insurance Company; Nippon
Life Insurance Company of America; and Berkshire Life Insurance
Company (Exhibit 4.4 to Form 10-K 1997)
4.5 First Amendment to Note Purchase Agreement listed above as Exhibit
4.4, dated as of September 1, 1999 (Exhibit 4.5 of Form 10-K 1999)
4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire &
Cable, Cable Systems Holding Company and Cable Systems
International Inc. (now Belden Communications Company), the form
of which is included as Annex II to the First Amendment to Note
Purchase Agreement listed above as Exhibit 4.5 (Exhibit 4.6 of
Form 10-K 1999)
4.7 Note Purchase Agreement, dated as of September 1, 1999, providing
for $125,000,000 aggregate principal amount of Senior Notes
issuable in series, with three series of Senior Notes in the
principal amounts of $64,000,000, $44,000,000, and $17,000,000,
respectively, between Belden Inc. as issuer and, as purchasers,
Principal Life Insurance Company, Commercial Union Life Insurance
Company of America, State Farm Life Insurance Company, State Farm
Life and Accident Assurance Company, Connecticut General Life
Insurance Company, Allstate Life Insurance Company, The Travelers
Insurance Company, Primerica Life Insurance Company, First Trenton
Indemnity Company, United of Omaha Life Insurance Company,
American United Life Insurance Company, The State Life Insurance
Company, Acacia National Life Insurance Company, Acacia Life
Insurance Company, Ameritas Variable Life Insurance Company,
Ameritas Life Insurance Corporation, The Canada Life Assurance
Company, Canada Life Insurance Company of America, Canada Life
Insurance Company of New York, Lutheran Brotherhood, Modern
Woodmen of America, Woodmen Accident and Life Company,
Indianapolis Life Insurance Company and TMG Life Insurance Company
(Exhibit 4.7 to Form 10-K 1999)
4.8 Guaranty of Belden Wire & Cable Company, Cable Systems Holding
Company, and Cable Systems International Inc (now Belden
Communications Company), the form of which is included as Exhibit
1.2 to the Note Purchase Agreement listed above as Exhibit 4.7
(Exhibit 4.8 to Form 10-K 1999)
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc.
and Belden Wire & Cable Company, with schedules and exhibits
thereto (Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper Industries
(Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11 to Form
10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable
Company and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden
Inc. (Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc.,
Cooper Industries, Inc., and Belden Wire & Cable Company (Exhibit
10.6 to Form 10-Q)
** 10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
** 10.7 Amendment to Non-Employee Director Stock Plan (Exhibit 10.7 to
Form 10-K 1999)
** 10.8 Change of Control Employment Agreements, dated as of August 16,
1996, between Belden Inc. and each of C. Baker Cunningham, Richard
K. Reece, Peter J. Wickman and Kevin L. Bloomfield (Exhibit 10.3
to Form 10-Q, Third Quarter, 1996)
** 10.9 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company (Exhibit
10.8 to Form 10-K 1997)
** 10.10 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 1999 Form
S-8)
** 10.11 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.11
to Form 10-K 1999)
** 10.11 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.2 to
Form 10-Q, Third Quarter, 2000)
** 10.12 Belden Inc. Employee Stock Purchase Plan, as restated as of August
4, 1995 (Exhibit 99.1 to Amendment to Form S-8)
** 10.13 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan (Exhibit 10.11 to Registration Statement)
** 10.14 Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Benefit Plan (Exhibit 10.14 to Form 10-K 1999)
** 10.15 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan (Exhibit 10.15 to Registration Statement)
17
18
** 10.16 Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Contribution Plan (Exhibit 10.16 to Form 10-K 1999)
** 10.17 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6, 1993
(Exhibit 10.10 to Form 10-Q)
** 10.18 Indemnification Agreements entered into between Belden Inc. and
each of Christopher I. Byrnes, and Bernard G. Rethore dated
November 14, 1995 and February 27, 1997, respectively (Exhibit
10.15 to Form 10-K 1997)
** 10.19 Change of Control Employment Agreement, dated as of August 16,
1997, between Belden Inc. and Cathy O. Staples (Exhibit 10.1 to
Form 10-Q, First Quarter, 1998)
** 10.20 Indemnification Agreement dated as of August 16, 1997, entered
into between Belden Inc. and Cathy O. Staples (Exhibit 10.2 to
Form 10-Q, First Quarter, 1998)
** 10.21 Change of Control Employment Agreement, dated as of August 16,
1999, between Belden Inc. and Paul Schlessman (Exhibit 10.21 to
Form 10-K 1999)
** 10.22 Indemnification Agreement dated as of July 23, 1999, entered into
between Belden Inc. and Paul Schlessman (Exhibit 10.22 to Form
10-K 1999)
** 10.23 Indemnification Agreements entered into between Belden Inc. and
each of John M. Monter and Whitson Sadler, respectively, dated May
4, 2000 (Exhibit 10.1 to Form 10-Q, First Quarter, 2000)
** 10.24 Indemnification Agreement dated as of July 3, 2000, entered into
between Belden Inc. and Stephen H. Johnson (Exhibit 10.1 to Form
10-Q, Second Quarter, 2000)
** 10.25 Indemnification Agreement dated as of August 17, 2000, entered
into between Belden Inc. and Arnold W. Donald (Exhibit 10.1 to
Form 10-Q, Third Quarter, 2000)
10.26 Credit Agreement, dated as of November 18, 1996, among Belden Wire
& Cable Company, Bank of America N.A., Wachovia Bank of Georgia,
N.A., Royal Bank of Canada, ING Bank Nederland, The Northern Trust
Company, SunTrust Bank, Atlanta, and Commerzbank
Aktiengesellschaft, Grand Cayman Branch (Exhibit 10.14 to Form
10-K 1996)
10.27 Guaranty of Belden Inc., the form of which is included as Exhibit
D to the Credit Agreement listed above as Exhibit 10.23 (Exhibit
10.15 to Form 10-K 1996)
* 13.1 Belden Inc. 2000 Annual Report to Shareholders (to the extent
incorporated herein by reference)
* 21.1 List of Subsidiaries of Belden Inc.
* 23.1 Consent of Ernst & Young LLP
* 24.1 Powers of Attorney from Members of the Board of Directors of
Belden Inc.
Copies of the above Exhibits are available to shareholders at a charge of $.25
per page, minimum order of $10.00. Direct requests to:
Belden Inc., Attention: Secretary
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the last
quarter of 2000.
18
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BELDEN INC.
By: /s/ C. Baker Cunningham
----------------------------------------
C. Baker Cunningham
Chairman of the Board, President,
Date: March 23, 2001 Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
/s/ C. BAKER CUNNINGHAM President, Chairman of the Board March 23, 2001
- ------------------------------ Chief Executive Officer and Director
C. Baker Cunningham
/s/ PAUL SCHLESSMAN Vice President, Finance, Treasurer March 23, 2001
- ------------------------------ and Chief Financial Officer
Paul Schlessman (Mr. Schlessman also is the Company's
Chief Accounting Officer)
/s/ LORNE D. BAIN* Director March 23, 2001
- ------------------------------
Lorne D. Bain
/s/ JOHN M. MONTER* Director March 23, 2001
- ------------------------------
John M. Monter
/s/ WHITSON SADLER* Director March 23, 2001
- ------------------------------
Whitson Sadler
/s/ BERNARD G. RETHORE* Director March 23, 2001
- ------------------------------
Bernard G. Rethore
/s/ ARNOLD W. DONALD* Director March 23, 2001
- ------------------------------
Arnold W. Donald
/s/ CHRISTOPHER I. BYRNES* Director March 23, 2001
- ------------------------------
Christopher I. Byrnes
/s/ C. BAKER CUNNINGHAM
- -----------------------------------------
*By C. Baker Cunningham, Attorney-in-fact
19
20
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Pages
2.1 Stock Purchase Agreement, dated April 3, 1995, among PCW
Beheermaatschappij B.V., Philips Electronics N.V., Belden Inc. and
Belden Europe B.V. for the purchase of Pope Cable and Wire B.V.
(Exhibit 2 to Form 8-K)
2.2 Asset Purchase Agreement, dated October 21, 1996, between Belden
Wire & Cable Company and Intech Cable, Inc. (Exhibit 10.1 to Form
10-Q, Third Quarter, 1996)
2.3 Asset Purchase Agreement, dated November 21, 1996, between Belden
Wire & Cable Company and Alpha Wire Corporation, and Asset
Purchase Agreement/U.K. Assets dated January 7, 1997 between
Belden U.K. Limited and Alpha Wire Limited (Exhibits 2.1 and 2.2
to Form 8-K, January 1997)
2.4 Agreement and Plan of Merger, dated May 21, 1999, among Belden
Inc., Ashes Merger Corp., Cable Systems Holding Company, Cable
Systems Holding, LLC, Citicorp Venture Capital, Ltd. and the other
Ultimate Owners (Exhibit 2 to Form 8-K, July 1999)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
4.2 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to
Form 10-K 1997)
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc.
and First Chicago Trust Company of New York, as Rights Agent;
ChaseMellon Shareholder Services, L.L.C. has superseded First
Chicago Trust Company of New York as Rights Agent (Exhibit 1 to
Form 8-A)
4.4 Note Purchase Agreement, dated as of August 1, 1997, providing for
up to $200,000,000 aggregate principal amount of Senior Notes
issuable in series, with an initial series of Senior Notes in the
aggregate principal amount of $75,000,000, between Belden Inc. as
issuer and, as purchasers, Aid Association for Lutherans; Mutual
of Omaha Insurance Company; United of Omaha Life Insurance
Company; Nationwide Mutual Insurance Company; State Farm Life
Insurance Company; Principal Mutual Life Insurance Company; Nippon
Life Insurance Company of America; and Berkshire Life Insurance
Company (Exhibit 4.4 to Form 10-K 1997)
4.5 First Amendment to Note Purchase Agreement listed above as Exhibit
4.4, dated as of September 1, 1999 (Exhibit 4.5 of Form 10-K 1999)
4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire &
Cable, Cable Systems Holding Company and Cable Systems
International Inc. (now Belden Communications Company), the form
of which is included as Annex II to the First Amendment to Note
Purchase Agreement listed above as Exhibit 4.5 (Exhibit 4.6 of
Form 10-K 1999)
4.7 Note Purchase Agreement, dated as of September 1, 1999, providing
for $125,000,000 aggregate principal amount of Senior Notes
issuable in series, with three series of Senior Notes in the
principal amounts of $64,000,000, $44,000,000, and $17,000,000,
respectively, between Belden Inc. as issuer and, as purchasers,
Principal Life Insurance Company, Commercial Union Life Insurance
Company of America, State Farm Life Insurance Company, State Farm
Life and Accident Assurance Company, Connecticut General Life
Insurance Company, Allstate Life Insurance Company, The Travelers
Insurance Company, Primerica Life Insurance Company, First Trenton
Indemnity Company, United of Omaha Life Insurance Company,
American United Life Insurance Company, The State Life Insurance
Company, Acacia National Life Insurance Company, Acacia Life
Insurance Company, Ameritas Variable Life Insurance Company,
Ameritas Life Insurance Corporation, The Canada Life Assurance
Company, Canada Life Insurance Company of America, Canada Life
Insurance Company of New York, Lutheran Brotherhood, Modern
Woodmen of America, Woodmen Accident and Life Company,
Indianapolis Life Insurance Company and TMG Life Insurance Company
(Exhibit 4.7 to Form 10-K 1999)
4.8 Guaranty of Belden Wire & Cable Company, Cable Systems Holding
Company, and Cable Systems International Inc (now Belden
Communications Company), the form of which is included
20
21
as Exhibit 1.2 to the Note Purchase Agreement listed above as
Exhibit 4.7 (Exhibit 4.8 to Form 10-K 1999)
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc.
and Belden Wire & Cable Company, with schedules and exhibits
thereto (Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper Industries
(Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11 to Form
10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable
Company and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden
Inc. (Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc.,
Cooper Industries, Inc., and Belden Wire & Cable Company (Exhibit
10.6 to Form 10-Q)
** 10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
** 10.7 Amendment to Non-Employee Director Stock Plan (Exhibit 10.7 to
Form 10-K 1999)
** 10.8 Change of Control Employment Agreements, dated as of August 16,
1996, between Belden Inc. and each of C. Baker Cunningham, Richard
K. Reece, Peter J. Wickman and Kevin L. Bloomfield (Exhibit 10.3
to Form 10-Q, Third Quarter, 1996)
** 10.9 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company (Exhibit
10.8 to Form 10-K 1997)
** 10.10 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 1999 Form
S-8)
** 10.11 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.11
to Form 10-K 1999)
** 10.11 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.2 to
Form 10-Q, Third Quarter, 2000)
** 10.12 Belden Inc. Employee Stock Purchase Plan, as restated as of August
4, 1995 (Exhibit 99.1 to Amendment to Form S-8)
** 10.13 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan (Exhibit 10.11 to Registration Statement)
** 10.14 Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Benefit Plan (Exhibit 10.14 to Form 10-K 1999)
** 10.15 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan (Exhibit 10.15 to Registration Statement)
** 10.16 Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Contribution Plan (Exhibit 10.16 to Form 10-K 1999)
** 10.17 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6, 1993
(Exhibit 10.10 to Form 10-Q)
** 10.18 Indemnification Agreements entered into between Belden Inc. and
each of Christopher I. Byrnes and Bernard G. Rethore dated
November 14, 1995 and February 27, 1997, respectively (Exhibit
10.15 to Form 10-K 1997)
** 10.19 Change of Control Employment Agreement, dated as of August 16,
1997, between Belden Inc. and Cathy O. Staples (Exhibit 10.1 to
Form 10-Q, First Quarter, 1998)
** 10.20 Indemnification Agreement dated as of August 16, 1997, entered
into between Belden Inc. and Cathy O. Staples (Exhibit 10.2 to
Form 10-Q, First Quarter, 1998)
** 10.21 Change of Control Employment Agreement, dated as of August 16,
1999, between Belden Inc. and Paul Schlessman (Exhibit 10.21 to
Form 10-K 1999)
** 10.22 Indemnification Agreement dated as of July 23, 1999, entered into
between Belden Inc. and Paul Schlessman (Exhibit 10.22 to Form
10-K 1999)
** 10.23 Indemnification Agreements entered into between Belden Inc. and
each of John M. Monter and Whitson Sadler, respectively, dated May
4, 2000 (Exhibit 10.1 to Form 10-Q, First Quarter, 2000)
** 10.24 Indemnification Agreement dated as of July 3, 2000, entered into
between Belden Inc. and Stephen H. Johnson (Exhibit 10.1 to Form
10-Q, Second Quarter, 2000)
** 10.25 Indemnification Agreement dated as of August 17, 2000, entered
into between Belden Inc. and Arnold W. Donald (Exhibit 10.1 to
Form 10-Q, Third Quarter, 2000)
10.26 Credit Agreement, dated as of November 18, 1996, among Belden Wire
& Cable Company, Bank of America N.A., Wachovia Bank of Georgia,
N.A., Royal Bank of Canada, ING Bank Nederland, The Northern Trust
Company, SunTrust Bank, Atlanta, and Commerzbank
Aktiengesellschaft, Grand Cayman Branch (Exhibit 10.14 to Form
10-K 1996)
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10.27 Guaranty of Belden Inc., the form of which is included as Exhibit
D to the Credit Agreement listed above as Exhibit 10.23 (Exhibit
10.15 to Form 10-K 1996)
* 13.1 Belden Inc. 2000 Annual Report to Shareholders (to the extent
incorporated herein by reference)
* 21.1 List of Subsidiaries of Belden Inc.
* 23.1 Consent of Ernst & Young LLP
* 24.1 Powers of Attorney from Members of the Board of Directors of
Belden Inc.
*Filed herewith. Documents not indicated by an asterisk (*) are incorporated
herein by reference.
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