7701 Forsyth Boulevard
St. Louis, Missouri 63105
For Immediate Release July 14, 2008
ANNOUNCES CALL FOR REDEMPTION OF ALL OUTSTANDING 4.00%
SUBORDINATED DEBENTURES DUE 2023
ST. LOUIS, Missouri Belden (NYSE: BDC) announced today that it has called
for redemption and will redeem on July 31, 2008 (the Redemption Date), all
of its $110 million aggregate outstanding principal amount 4.00% Convertible
Subordinated Debentures due 2023 (the Debentures).
The redemption price is 100% of the aggregate principal amount, plus accrued
and unpaid interest to the Redemption Date, for a total of $1,001.78 for each
$1,000 principal amount of Debentures.
As a result of the call for redemption, holders of Debentures have the option
to convert each $1,000 principal amount of their Debentures into 56.8246
shares of Beldens common stock (a conversion price of approximately $17.598).
That conversion right will expire at 4:00 p.m. Eastern Daylight Time on July
30, 2008, which is the business day prior to the Redemption Date. Cash will be
paid in lieu of any fractional shares of common stock upon conversion.
For all quarters since the third quarter of 2004, the Company has taken into
account in computing diluted earnings per share the impact of shares issuable
with respect to the conversion of the Debentures. As a result, the Company
does not anticipate that the actual issuance of shares upon the potential
conversion of any of the Debentures would be dilutive to the Companys
John Stroup, President and Chief Executive Officer of Belden said: In 2007,
we inserted a net share settlement feature into the convertible debt agreement
to reduce the dilution associated with this instrument. We expect to finance
the cash involved in either a redemption or a conversion with a combination of
cash from operations and borrowings under our revolving credit facility.
Holders of Debentures that are not converted but are redeemed will receive the
redemption price in cash. Interest will cease to accrue on the Debentures on
the Redemption Date. After conversion of Debentures as described above, and
the redemption of any Debentures on the Redemption Date, none of the
Debentures will remain outstanding.
A Notice of Redemption, which more fully describes the terms and conditions of
redemption or conversion, has been sent to all holders.
Statements in this release other than historical facts are forward-looking
statements. These forward-looking statements are based on forecasts and
projections about the industries served by the Company and about general
economic conditions. They reflect managements beliefs and expectations. They
are not guarantees of future performance and they involve risk and
uncertainty. The Companys actual results may differ materially from these
expectations. Some of the factors that could cause actual results to differ
from expectations include general economic and market conditions and other
factors beyond the Companys control. Please see the Risk Factors in the
Companys Annual Report on Form 10-K filed on February 29, 2008, for
additional information about factors that could cause the Companys results to
differ from expectations.
This news release may contain forward-looking statements about such matters as
our intent to redeem the outstanding $110 million aggregate principal amount
of the Debentures on the Redemption Date; our intent to convert Debentures as
to which conversion is elected in lieu of redemption; and our payment of the
redemption price for the outstanding Debentures (and any cash in lieu of
fractional shares) from cash flow from operating activities and borrowings
under our revolving credit facility. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
of this news release. Except for its ongoing obligations to disclose material
information under the federal securities laws, the Company disclaims any duty
to update any forward-looking statements as a result of new information,
future developments or otherwise.
Sending All the Right Signals from industrial automation to data centers,
from broadcast studios to aerospace, from cutting-edge wireless communications
to consumer electronics, Belden people are committed to delivering the best
signal transmission solutions in the world. Our 8,000 associates worldwide
work in copper cable, fiber, wireless technology, connectors, switches and
active components to bring voice, video and data to your mission-critical
application. With 2007 revenue of $2.0 billion, Belden has manufacturing
capability in North America, Europe and Asia. To obtain additional information
contact Investor Relations at 314-854-8054, or visit our website at