-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItkUNZiWtS2JG3SXsIl8EXxRSNtd3g10ZetHnwJ5a2bFDPat+lh7ZEE1M+zvAcG1 MXODWMOa31e9uuYpAt8t9A== 0000950137-04-008127.txt : 20040928 0000950137-04-008127.hdr.sgml : 20040928 20040928172818 ACCESSION NUMBER: 0000950137-04-008127 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040716 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040928 DATE AS OF CHANGE: 20040928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN CDT INC. CENTRAL INDEX KEY: 0000913142 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 363601505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12561 FILM NUMBER: 041050798 BUSINESS ADDRESS: STREET 1: BELDEN CDT INC. STREET 2: 7701 FORSYTH BOULEVARD, SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 314-854-8000 MAIL ADDRESS: STREET 1: BELDEN CDT INC. STREET 2: 7701 FORSYTH BOULEVARD, SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: CABLE DESIGN TECHNOLOGIES CORP DATE OF NAME CHANGE: 19931006 8-K/A 1 c88453ae8vkza.txt AMENDMENT TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------- FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2004 Belden CDT Inc. - ------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-12561 36-3601505 - ------------------------------- ------------------------ -------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
7701 Forsyth Boulevard, Suite 800 St. Louis, Missouri 63105 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) (314) 854-8000 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) n/a - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] 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)) EXPLANATORY NOTE Belden CDT Inc. (the Company) files this second amendment to its Current Report ("Report") on Form 8-K, which it initially filed on July 16, 2004 and then amended on August 9, 2004 to include financial statements of Belden Inc. ("Belden") in response to Item 7 of the Form 8-K instructions that applied at the time the amendment was filed. Now, the Company files this second amendment to include the financial statements required by Item 9.01 of the amended instructions to Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro Forma Financial Information UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed balance sheet of Belden CDT as of June 30, 2004 and the unaudited pro forma combined condensed statement of operations for the six months ended June 30, 2004 and the year ended December 31, 2003 are based on the historical financial statements of Belden and CDT after giving effect to the merger. In accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141), and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements, Belden is considered the accounting acquiror. The merger was completed on July 15, 2004. Because Belden's owners as a group retained or received the larger portion of the voting rights in the combined entity and Belden's senior management represents a majority of the senior management of the combined entity, Belden was considered the acquiror for accounting purposes and will account for the merger as a reverse acquisition under the purchase method of accounting for business combinations under accounting principles generally accepted in the United States of America, which means that the consideration paid (purchase price) will be allocated to the tangible and intangible net assets of CDT based upon their fair values, and the net assets of CDT will be recorded at fair value as of the completion of the merger and added to those of Belden. Belden CDT's fiscal year will end on December 31. The unaudited pro forma combined condensed balance sheet as of June 30, 2004 is presented to give effect to the proposed merger as if it occurred on June 30, 2004 and, due to different fiscal period-ends, combines the historical balance sheet of Belden at June 30, 2004 and the historical balance sheet of CDT at April 30, 2004. The unaudited pro forma combined condensed statement of operations of Belden and CDT for the six months ended June 30, 2004 and year ended December 31, 2003 are presented as if the combination had taken place on January 1, 2004 and January 1, 2003 for Belden and November 1, 2003 and February 1, 2003 for CDT and, due to different fiscal period-ends, combines the historical results of Belden for the six month period ending June 30, 2004 and twelve month period ended December 31, 2003 and the historical results of CDT for the six month period ending April 30, 2004 twelve month period ended January 31, 2004. Reclassifications have been made to CDT's historical financial statements to conform to Belden's historical financial statement presentation. In accordance with SFAS 141, CDT's tangible and intangible net assets were adjusted to their fair values and the excess of the purchase price over the fair value of CDT's net assets was recorded as goodwill. The preliminary adjustments to tangible and intangible net assets including goodwill that are shown in these unaudited pro forma combined condensed financial statements are based on various preliminary estimates by management. The work performed by independent valuation specialists has been considered in management's estimates of the fair values. A final determination of these fair values will include management's consideration of a final valuation by the independent valuation specialists. This final valuation will be based on the actual net tangible and intangible assets of CDT that existed as of the completion date of the merger. The unaudited pro forma combined condensed financial statements include preliminary adjustments for liabilities resulting from integration planning. Preliminary Liability adjustments include change in control and integration incentive costs of $10,785, severance costs of $8,603, costs of vacating some facilities (leased or owned) of CDT and other costs 2 associated with exiting activities of CDT of $11,165, and benefit plan obligations of $13,838. In addition, Belden CDT announced significant restructuring activities after completion of the merger and will incur costs for severance or relocation costs related to Belden employees, costs of vacating some facilities (leased or owned) of Belden, or other costs associated with exiting activities of Belden. Cost associated with exiting activities of Belden are not included in the pro forma adjustments since such activities are not part of CDT. The unaudited pro forma combined condensed financial statements also do not reflect cost savings that are expected to result from the integration activities and elimination of duplicate expenses after the merger. The unaudited pro forma combined condensed financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and accompanying notes of Belden and CDT incorporated by reference in the joint proxy statement/prospectus filed on June 3, 2004 with the Securities and Exchange Commission on Form S-4. The unaudited pro forma combined condensed financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Belden CDT that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Belden CDT. 3 BELDEN CDT INC. UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
BELDEN CDT CDT AMOUNTS AMOUNTS DISCONTINUED AS OF AS OF OPERATIONS JUNE 30, APRIL 30, PRO FORMA (1) PRO FORMA PRO FORMA 2004 2004 ADJUSTMENT ADJUSTMENTS NOTES COMBINED ----------- ----------- ------------ ----------- ----- ----------- ASSETS Current assets: Cash and cash equivalent $ 168,902 $ 48,928 $ (2,025) $ -- $ 215,805 Receivables, net 97,330 89,568 (14,791) -- 172,107 Inventories 91,737 118,985 (10,637) (567) (A) 199,518 Income taxes receivable 2,773 4,023 -- -- 6,796 Deferred income taxes 11,015 13,416 445 -- 24,876 Other current assets 5,523 10,773 (598) -- 15,698 Current assets of discontinued operations 20,476 5,392 27,606 (3,791) (A) 49,683 ----------- ----------- ----------- ----------- ----------- Total current assets 397,756 291,085 -- (4,358) 684,483 Property, plant and equipment, net 172,381 200,407 (27,801) (482) (B) 344,505 Goodwill and other intangibles, net 79,099 14,539 -- 210,893 (C) 304,531 Other long-lived assets 10,705 10,195 (885) (1,857) (D) 18,158 Long-lived assets of discontinued operations 21,147 -- 28,686 (13,714) (B) 36,119 ----------- ----------- ----------- ----------- ----------- $ 681,088 $ 516,226 $ -- $ 190,482 $ 1,387,796 =========== =========== =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 90,133 $ 76,318 $ (12,026) 25,260 (E) $ 179,685 Current maturities of long-term debt 64,998 3,404 -- -- 68,402 Current liabilities of discontinued operations 20,859 -- 12,026 3,093 (E) 35,978 ----------- ----------- ----------- ----------- ----------- Total current liabilities 175,990 79,722 -- 28,353 284,065 Long-term debt 136,000 111,173 (1,152) -- 246,021 Postretirement benefits other than pensions 9,580 11,456 -- 7,527 (F) 28,563 Deferred income taxes 45,606 1,381 (1,363) 12,211 (G) 57,835 Other long-term liabilities 29,641 11,044 (1,033) 5,896 (H) 45,548 Long-term liabilities of discontinued operations 5,368 -- 3,548 (7,715) (G/H/I) 1,201 ----------- ----------- ----------- ----------- ----------- Total liabilities 402,185 214,776 -- 46,272 663,233 Minority interest in -- 8,185 -- -- 8,185 subsidiaries Stockholders' equity: Preferred stock -- -- -- -- -- Common stock 262 488 -- (277) (J) 473 Additional paid-in capital 39,845 206,129 -- 291,632 (K) 537,606 Retained earnings 238,486 141,412 -- (141,412) (L) 238,486 Accumulated other comprehensive income/(loss) 7,807 11,506 -- (11,506) (L) 7,807 Unearned deferred compensation (2,721) (997) -- 997 (L) (2,721) Treasury stock (4,776) (65,273) -- 4,776 (M) (65,273) ----------- ----------- ----------- ----------- ----------- Total stockholders' equity 278,903 293,265 -- 144,210 716,378 ----------- ----------- ----------- ----------- ----------- $ 681,088 $ 516,226 $ -- $ 190,482 $ 1,387,796 =========== =========== =========== =========== ===========
These unaudited pro forma combined condensed financial statements reflect an allocation of the merger consideration on February 4, 2004, the date Belden and CDT signed their merger agreement. The allocation is subject to change based on finalization of the fair values of the tangible and intangible assets acquired and liabilities assumed. The analysis below reflects the one-for-two reverse stock split that occurred immediately prior to the effective time of the merger, which occurred on July 15, 2004. The calculation of the merger consideration is as follows: 4 Common stock (21,016 shares at $20.236 per share) ............. $425,280 Restricted common shares vesting (141 shares at $20.236 per share) ...................................................... 2,853 Fair value of CDT options converted to Belden CDT stock options ..................................................... 9,845 -------- 437,978 Direct cost of merger ......................................... 6,197 -------- Total merger consideration .................................. 444,175 Historical book value of CDT's assets and liabilities-- April 30, 2004 ................................ 293,265 -------- Excess of merger consideration over historical book value ..... $150,910 ========
The value of the CDT common stock used to determine the overall merger consideration was calculated using the average closing price of the stock from February 2, 2004 to February 6, 2004. Outstanding options (after giving effect to the reverse stock split) to purchase a total of 1,969 shares of CDT common stock were converted into a total of 1,969 options to purchase Belden CDT common stock and those options fully vested on the effective date of the merger. The fair value of these options was determined using the Black-Scholes option pricing model with the following assumptions: Expected volatility: ............... 41.10% Risk free interest rate: ........... 2.46% Expected life of options (years) ... 3.7 Expected dividend yield: ........... 5.40%
The merger consideration was allocated to the preliminary fair values of CDT's assets acquired and liabilities assumed as of the date the merger. The excess of the merger consideration over the preliminary fair values of assets acquired and liabilities assumed was recorded as goodwill. (1) Reflects the CDT operations that the Company has determined it will close or sell and will report as discontinued operations. - --------- Notes (A) Reflects the estimated revaluation of CDT's inventory from book value to preliminary fair value and the adjustment for product lines the Company determined it will no longer offer to customers. The inventory revaluation will result in increased cost of sales as inventory is sold (estimated to sell during the first 3 to 4 months after the merger).
CONTINUING DISCONTINUED OPERATIONS OPERATIONS TOTAL ---------- ------------ ------- Inventory revaluation $ 3,684 $ -- $ 3,684 Product line curtailment (4,251) (3,791) (8,042) ------- ------- ------- $ (567) $(3,791) $(4,358) ======= ======= =======
(B) Reflects the estimated revaluation of CDT's property and equipment from book value to preliminary fair value. The preliminary fair value adjustments for the CDT property and equipment are summarized below:
CONTINUING DISCONTINUED OPERATIONS OPERATIONS TOTAL ---------- ------------ -------- Land ..................... $ (1,796) $ 255 $ (1,541) Buildings ................ 3,657 (2,899) 758 Machinery and equipment .. (916) (10,887) (11,803) Furniture and fixtures ... (1,049) (183) (1,232)
5 Vehicles ................. (378) -- (378) -------- -------- -------- $ (482) $(13,714) $(14,196) ======== ======== ========
Depreciation expense for continuing operations will decrease by approximately $195 per year or $97 for six months as a result of the preliminary net writedown. (C) Reflects the adjustment for backlog of confirmed customer purchase orders and contracts, trademarks, customer relationships, patents and goodwill from book value to preliminary fair market value. The preliminary fair value adjustments for CDT's identified intangible assets and goodwill are summarized below:
PRELIMINARY AMORTIZATION FAIR VALUE PERIOD ANNUAL ADJUSTMENT (YEARS) AMORTIZATION ---------- ------------ ------------- Backlog .......................... $ 662 1 $ 662 Customer contracts ............... 924 3 to 4 264 Customer relationships ........... 37,944 15 to 30 1,577 Patents .......................... 5,469 20 320 Trademarks ....................... 22,567 None -- -------- -------- Identified intangible assets ... 67,566 2,822 Goodwill ......................... 143,327 None -------- -------- $210,893 $ 2,822 ======== ========
(D) Reflects the elimination of CDT's pension intangible asset and CDT's deferred financing fees. These items are summarized below: Pension intangible asset... $(1,643) Deferred financing fees.... (214) ------- $(1,857)
(E) Reflects the accrual of preliminary estimates of change of control payments and integration incentive costs, severance, facility exiting costs, and the elimination of a payable of $2,200 recognized by Belden related to its 2002 purchase of the Norcom operations from CDT.
CONTINUING DISCONTINUED OPERATIONS OPERATIONS TOTAL ---------- ------------ ------- Change in control and integration incentive costs $10,785 $ -- $10,785 Severance 4,414 4,189 8,603 Facility exiting costs 10,061 1,104 11,165 Norcom purchase liability -- (2,200) (2,200) -------- ------- -------- $25,260 $ 3,093 $28,353 ======= ======= =======
(F) Reflects the adjustment to record CDT's postretirement benefits liability at an amount equal to the preliminary accumulated postretirement benefits obligation less the fair value of plan assets. (G) Reflects the net deferred tax liability on preliminary fair value adjustments of identified assets and liabilities.
CONTINUING DISCONTINUED OPERATIONS OPERATIONS TOTAL ---------- ------------ -------- Identified asset preliminary adjustments, net $ 64,660 $(10,805) $ 53,855 Identified liability preliminary adjustments (38,683) 992 (37,691) -------- -------- -------- Net taxable temporary differences 25,977 (9,813) 16,164 Effective tax rate 37% 37% 37% -------- -------- -------- Deferred tax liability 9,611 (3,630) 5,981 Valuation allowance 2,600 -- 2,600 -------- -------- -------- $ 12,211 $ (3,630) $ 8,581 ======== ======== ========
(H) Reflects the adjustment to record CDT's pension liability at an amount equal to the preliminary projected 6 benefit obligation less the fair value of plan assets (continuing operations $5,896, discontinued operations $415). (I) Reflects the elimination of a payable of $4,500 recognized by Belden related to its 2002 purchase of the Norcom operations from CDT. (J) Reflects the reduction in par value related to CDT's one-for-two reverse stock split. (K) Reflects the adjustment to additional paid in capital to record the impact of the acquisition and the revaluation of common stock. (L) Reflects the elimination of CDT's equity accounts (including the charge for a minimum pension liability of $2,826 in accumulated other comprehensive income/(loss)). (M) Reflects the elimination of Belden's treasury stock as a result of its cancellation in the merger agreement. 7 BELDEN CDT INC. UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
FOR THE SIX MONTHS ENDED --------------------------------------------------------------------------- CDT JUNE 30, APRIL 30, DISCONTINUED 2004 2004 OPERATIONS PRO BELDEN CDT PRO FORMA (1) PRO FORMA FORMA AMOUNTS AMOUNTS ADJUSTMENTS ADJUSTMENTS NOTE COMBINED ---------- ---------- ------------- ----------- ---- --------- Revenues $ 354,410 $ 270,120 $ (33,501) $ -- $ 591,029 Cost of Sales 288,933 212,830 (31,372) 3,587 (A) 473,978 --------- --------- --------- --------- --------- Gross Profit 65,477 57,290 (2,129) (3,587) 117,051 Selling, general and administrative expenses 49,458 51,230 (2,811) (1,082) (B) 96,795 Other operating expenses/(earnings) -- (136) -- -- (136) --------- --------- --------- --------- --------- Operating earnings/(loss) 16,019 6,196 (2,505) 20,392 682 Nonoperating expenses/(earnings) (1,732) 61 -- (1,833) (162) Interest expense 6,333 2,646 (32) (396) (C) 8,551 --------- --------- --------- --------- --------- Income/(loss) from continuing operations before taxes and minority interest 11,418 3,489 876 (2,109) 13,674 Income tax expense/(benefit) 3,140 2,784 536 (780) (D) 5,680 --------- --------- --------- --------- --------- Income/(loss) from continuing operations before minority interest 8,278 705 340 (1,329) 7,994 Minority interest, net -- (518) -- -- (518) --------- --------- --------- --------- --------- Income/(loss) from continuing operations $ 8,278 $ 187 $ 340 $ (1,329) $ 7,476 ========= ========= ========= ========= ========= Basic average shares outstanding 25,504 21,008 46,512 Basic earnings per share from continuing operations $ 0.32 $ 0.01 $ 0.16 Diluted average shares outstanding 25,827 21,096 46,923 Diluted earnings per share from continuing Operations, $ 0.32 $ 0.01 $ 0.16
The following is a summary of the weighted average basic and diluted shares used to calculate earnings per share. The CDT shares are adjusted to give effect to the one-for-two reverse stock split.
COMMON BASIC EQUIVALENT DILUTED ------ ---------- ------- Belden ... 25,504 323 25,827 CDT ...... 21,008 88 21,096 ------ ------ ------ 46,512 411 46,923
CDT common equivalent shares do not include the "if converted" effect for CDT's convertible debt because it would be antidilutive. (1) Reflects the CDT operations that the Company has determined it will close or sell and will report as discontinued operations. Notes (A) Reflects the lower depreciation expense of $(97) on the property and equipment writedown from book value to preliminary fair value and the estimated revaluation of CDT's inventory from book value to preliminary fair value of $3,684. (B) Reflects the additional amortization expense on the intangibles preliminary fair value and the reversal of merger expenses recorded by CDT that were included in its unaudited historical statement of operations for the six month period ended April 30, 2004: Intangibles amortization..... $ 1,411 Merger expenses.............. (2,493) ------- $(1,082) =======
(C) Reflects the elimination of CDT's deferred financing fee amortization. (D) Reflects the blended effective tax rate of 37% on the pro forma adjustments. 8 BELDEN CDT INC. UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
FOR THE TWELVE MONTHS ENDED --------------------------------------------------------------------------------- CDT DECEMBER 31, JANUARY 31, DISCONTINUED 2003 2004 OPERATIONS PRO BELDEN CDT PRO FORMA (1) PRO FORMA FORMA AMOUNTS AMOUNTS RECLASSIFICATION ADJUSTMENTS NOTES COMBINED ----------- ----------- ---------------- ----------- ----- ----------- Revenues $ 624,106 $ 503,445 $ (59,145) $ -- $ 1,068,406 Cost of Sales 503,486 391,517 (55,358) 3,489 (A) 843,134 ----------- ----------- ----------- ----------- ----------- Gross Profit 120,620 111,928 (3,787) (3,489) 225,272 Selling, general and administrative expenses 94,717 97,931 (6,458) 329 (B) 186,519 Other operating expenses/(earnings) 352 3,797 -- -- 4,149 ----------- ----------- ----------- ----------- ----------- Operating earnings/(loss) 25,551 10,200 2,671 (3,818) 34,604 Nonoperating expenses/(earnings) -- (391) (550) -- (941) CDTInterest expense 12,571 4,942 (195) (463) (C) 16,855 ----------- ----------- ----------- ----------- ----------- Income/(loss) from continuing operations before taxes and minority interest 12,980 5,649 3,416 (3,355) 18,690 Income tax expense/(benefit) 3,851 3,770 1,115 (1,241) (D) 7,495 ----------- ----------- ----------- ----------- ----------- Income/(loss) from continuing operations before minority interest 9,129 1,879 2,301 (2,114) 11,195 Minority interest, net -- (2,164) -- -- (2,164) ----------- ----------- ----------- ----------- ----------- Income/(loss) from continuing operations $ 9,129 $ (285) $ 2,301 $ (2,114) $ 9,031 =========== =========== =========== =========== =========== Basic average shares outstanding 25,158 21,527 46,685 Basic earnings/(loss) per share from continuing operations $ 0.36 $ (0.01) $ 0.19 Diluted average shares outstanding 25,387 21,527 46,986 Diluted earnings/ (loss) per share from continuing operations $ 0.36 $ (0.01) $ 0.19
The following is a summary of the weighted average basic and diluted shares used to calculate earnings per share. The CDT shares are adjusted to give effect to the one-for-two reverse stock split.
COMMON BASIC EQUIVALENT DILUTED ------ ---------- ------- Belden..... 25,158 229 25,387 CDT........ 21,527 72 21,599 ------ ---- ------ 46,685 301 46,986
CDT common equivalent shares do not include the "if converted" effect for CDT's convertible debt because it would be antidilutive. (1) Reflects the CDT operations that the Company has determined it will close or sell and will report as discontinued operations. Notes (A) Reflects the lower depreciation expense of ($195) on the property and equipment writedown from book value to preliminary fair value and the estimated revaluation of CDT's inventory from book value to preliminary fair value of $3,684. (B) Reflects the additional amortization expense on the intangibles preliminary fair value and the reversal of merger expenses recorded by CDT that were included in its unaudited historical statement of operations for the twelve month period ended January 31, 2004: Intangibles amortization..... $ 2,822 Merger expenses.............. (2,493) -------
9 $ 329 =======
(C) Reflects the elimination of CDT's deferred financing fee amortization. (D) Reflects the blended effective tax rate of 37% on the pro forma adjustments. Signatures 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. BELDEN CDT INC. Date: September 28, 2004 By: /s/ Richard K. Reece --------------------------- Richard K. Reece Vice President, Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----