Filed Pursuant to Rule 424(b)(3)
Registration No. 333-116692
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED OCTOBER 12, 2004)
COMMSCOPE, INC.
$250,000,000 Principal Amount of 1.00% Convertible Senior
Subordinated Debentures due 2024 and 11,494,250 Shares of Common Stock
Issuable upon Conversion of the Debentures
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This prospectus supplement no. 2 supplements and amends the prospectus
dated October 12, 2004, as amended by prospectus supplement no. 1 dated
November 5, 2004, relating to 1.00% Convertible Senior Subordinated
Debentures due March 15, 2024 of CommScope, Inc., a Delaware corporation,
held by certain securityholders who may offer for sale the debentures and
the shares of our common stock into which the debentures are convertible at
any time at market prices prevailing at the time of sale or at privately
negotiated prices. The selling securityholders may sell the debentures or
the common stock directly to purchasers or through underwriters,
broker-dealers or agents, who may receive compensation in the form of
discounts, concessions or commissions.
The table below sets forth additional and updated information
concerning beneficial ownership of the debentures and the common stock
issuable upon conversion of the debentures and supplements and amends the
table appearing under "Selling Securityholders" beginning on page 61 of the
prospectus. To the extent that a selling securityholder is listed both in
the table below and in the table appearing in the prospectus or in any
prior prospectus supplement, the information set forth below regarding that
selling securityholder supersedes the information in the prospectus and
such prospectus supplement. We have prepared this table based on
information given to us by the selling securityholder listed below prior to
the date hereof.
PRINCIPAL AMOUNT OF
DEBENTURES AT MATURITY
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NUMBER OF SHARES OF COMMON STOCK
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BENEFICIALLY PERCENTAGE
OWNED AND OF OWNED AFTER
OFFERED DEBENTURES BENEFICIALLY OFFERED THE
SELLING SECURITYHOLDERS HEREBY OUTSTANDING OWNED(1) HEREBY OFFERING(2)
-------------------------------------------------- ---------- ----------- ------------ ------- -----------
BP Amoco PLC Master Trust 911,000 * 41,885 41,885 -
Consulting Group Capital Markets Fund c/o SSI 400,000 * 18,390 18,390 -
Investment Mgt.
DBAG London 3,000,000 1.2% 137,931 137,931 -
Hotel Union & Hotel Industry of Hawaii Pension Plan 248,000 * 11,402 11,402 -
Institutional Benchmarks Master Fund Ltd. c/o SSI 1,366,000 * 62,804 62,804 -
Investment Mgt.
Sphinx Convertible Arb Fund SPC c/o SSI Investment 1,095,000 * 50,344 50,344 -
Mgt.
SSI Blended Market Neutral L.P. 654,000 * 30,068 30,068 -
SSI Hedged Convertible Market Neutral L.P. 899,000 * 41,333 41,333 -
UBS O'Connor LLC f/b/o O'Connor Global Convertible 1,050,000 * 68,964 48,275 20,689
Bond Master Ltd.
UBS Securities LLC 1,220,000 * 155,098 56,091 99,007
Viacom Inc. Pension Plan Master Trust 20,000 * 919 919 -
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* Less than 1%.
(1) Assumes for each $1,000 in principal amount at maturity of debentures a maximum of
45.9770 shares of common stock could be received upon conversion.
(2) Assumes that all debentures, and common stock issuable upon conversion of the
debentures, are sold in the offering.
In addition, the table appearing under "Selling Securityholders"
beginning on page 61 of the prospectus is hereby amended to delete the
following:
MSS Convertible Arbitrage 1 c/o TQA Investors, 5,000 * 229 229 -
L.L.C.
Sphinx Fund c/o TQA Investors, L.L.C. 54,000 * 2,482 2,482 -
TQA Master Fund Ltd. 388,000 * 17,839 17,839 -
TQA Master Plus Fund Ltd. 788,000 * 36,229 36,229 -
UBS O'Connor LLC f/b/o Nikko Global CB Fund 1,050,000 * 48,275 48,275 -
Xavex Convertible Arbitrage 7 Fund c/o TQA 135,000 * 6,206 6,206 -
Investors, L.L.C.
Zurich Institutional Benchmarks Master Fund Ltd. 80,000 * 3,678 3,678 -
c/o TQA Investors, L.L.C.
The prospectus, together with prospectus supplement no. 1 and this
prospectus supplement no. 2, constitutes the prospectus required to be
delivered by Section 5(b) of the Securities Act of 1933, as amended, with
respect to offers and sales of the debentures and the common stock issuable
upon conversion of the debentures. All references in the prospectus to
"this prospectus" are hereby amended to read "this prospectus (as
supplemented and amended)."
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INVESTING IN THE DEBENTURES AND OUR COMMON STOCK INVOLVES RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 9 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 16, 2004