Registration Statement

1530 Shields Drive
Waukegan, Illinois 60085
(847) 672-2300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

G. Gary Yetman
President and Chief Executive Officer
1530 Shields Drive
Waukegan, Illinois 60085
(847) 672-2300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy To:

James J. Junewicz
Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
(312) 701-7032

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same
offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

     You should only rely on the information contained in this prospectus. Neither we nor the selling shareholders have authorized anyone to provide you with information different from that contained in this prospectus. The selling shareholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus.

MARKET DATA

     Market data used in this prospectus has been obtained from independent industry sources and publications as well as from research reports prepared for other purposes. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus.

THE OFFERING

Common stock offered by selling shareholders (1)		16,786,895 shares
Dividend policy		We do not anticipate paying cash dividends on shares of our common stock for the foreseeable future.
Use of proceeds		We will not receive any of the proceeds from the sale of the shares of common stock by the selling shareholders.
Listing		We intend to apply to list our common stock on the NASDAQ Global Market under the symbol “CCIX.”
Risk factors		For a discussion of factors you should consider in making an investment, see “Risk Factors” beginning on page 8.

(1)		See “Selling Shareholders” for more information on the selling shareholders. Currently represents all outstanding shares of our common stock except for 1,650,000 shares of our common stock reserved for issuance pursuant to our 2006 Stock Incentive Plan, consisting of options to purchase 825,000 shares that were granted to management and certain employees upon consummation of the 2006 Private Placement and options to purchase 825,000 shares eligible for future grants.

		Year Ended December 31,												Nine Months Ended September 30,
		2003				2004				2005				2005				2006
		(In thousands except for share and per share data)
Statement of Operations Data:
Net sales		$	233,555			$	285,792			$	346,181			$	251,251			$	320,137
Cost of goods sold			198,457				240,260				292,755				214,724				254,712
Gross profit			35,098				45,532				53,426				36,527				65,425
Selling, engineering, general and administrative expenses			18,262				26,475				25,654				18,230				23,049
Restructuring charges(1)			249				(190	)			—				—				1,210
Operating income			16,587				19,247				27,772				18,297				41,166
Interest expense, net			10,087				11,252				15,606				11,445				12,506
Loss on early extinguishment of debt			—				13,923				—				—				—
Other income (loss), net(2)			(110	)			(13	)			(1,267	)			(1,264	)			(11	)
Income (loss) before income taxes			6,610				(5,915	)			13,433				8,116				28,671
Income tax expense(3)			1,558				3,092				2,298				1,971				1,009
Net income (loss)		$	5,052			$	(9,007	)		$	11,135			$	6,145			$	27,662
Per Common Share Data(4):
Net income (loss) per share
Basic		$	0.44			$	(0.76	)		$	0.87			$	0.48			$	2.17
Diluted			0.36				(0.76	)			0.87				0.48				2.17
Weighted average shares outstanding
Basic			11,467,705				11,795,249				12,749,398				12,749,398				12,750,648
Diluted			13,968,568				11,795,249				12,749,398				12,749,398				12,750,648
Pro Forma Statement of Operations Data:
Income (loss) before income taxes		$	6,610			$	(5,915	)		$	13,433			$	8,116			$	28,671
Pro forma income tax expense (benefit)(3)			2,614				(2,362	)			5,351				3,221				11,483
Pro forma net income (loss)			3,996				(3,553	)			8,082				4,895				17,188
Pro Forma Per Common Share Data(4):
Pro forma net income (loss) per share
Basic		$	0.35			$	(0.30	)		$	0.63			$	0.38			$	1.35
Diluted			0.29				(0.30	)			0.63				0.38				1.35
Other Financial Data:
EBITDA(5)		$	22,300			$	10,735			$	33,883			$	23,196			$	45,266
Capital expenditures			2,345				4,714				6,171				5,525				2,157
Cash interest expense			8,323				6,499				14,813				7,929				8,865
Depreciation and amortization expense(6)			5,603				5,398				4,844				3,635				4,089
Net cash provided by (used in) operating activities			16,770				(10,067	)			(10,340	)			(4,592	)			22,135
Net cash provided by (used in) investing activities			(1,611	)			(4,701	)			(1,789	)			(1,146	)			(2,033	)
Net cash provided by (used in) financing activities			(15,155	)			15,753				11,153				4,773				(20,108	)
Balance Sheet Data:
Cash and cash equivalents		$	49			$	1,034			$	58			$	69			$	52
Working capital			35,276				62,756				90,107				75,637				57,318
Total assets			166,991				197,056				221,388				225,095				246,663
Total debt(7)			106,768				159,727				169,300				162,656				166,694
Total shareholders’ equity			27,365				2,200				13,071				8,345				23,762

(1)		Restructuring charges include: (i) $0.2 million in 2003 for costs associated with the relocation of our cord operations from our Waukegan, Illinois facility to Miami, Florida; (ii) income of $0.2 million recorded in 2004 reflects the reversal of accruals recorded in prior years, which were deemed to no longer be necessary; and (iii) $1.2 million of costs associated with the closing of the leased manufacturing and distribution facility located in Miami Lakes, Florida in 2006.
(2)		Other income, net was $1.3 million due to the sale of zero coupon bonds in May 2005. See Note 6 to our consolidated financial statements for more information regarding this gain.
(3)		Prior to October 10, 2006, we were treated as an S corporation, with the exception of our wholly-owned C corporation subsidiary, for federal and, where applicable, state income tax purposes. Accordingly, our shareholders were responsible for federal and substantially all state income tax liabilities arising out of our operations other than those conducted by our C

		corporation subsidiary. On October 10, 2006, the day before we consummated the 2006 Private Placement, we ceased to be an S corporation and became a C corporation and, as such, we are subject to federal and state income tax. As a result of the termination of our S corporation status, we expect to record a one-time non-cash credit of approximately $0.1 million to our income tax provision to recognize the estimated amount of previously unrecognized net deferred income tax assets.
(4)		The financial data reflects the retroactive presentation of the 312.6079 for 1 stock split that was effected on October 11, 2006.
(5)		EBITDA represents net income (loss) before interest expense, income tax expense and depreciation and amortization expense. EBITDA is a performance measure and liquidity measure used by our management, and we believe it is commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and ability to incur and service debt. Our management believes that EBITDA is useful to investors in evaluating our operating performance because it provides a means to evaluate the operating performance of our business on an ongoing basis using criteria that are used by our internal decision-makers for evaluation and planning purposes, including the preparation of annual operating budgets and the determination of levels of operating and capital investments. In particular, our management believes that EBITDA is a meaningful measure because it allows management to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. For example, our management believes that because capital structures may vary from one company to another, the inclusion of items such as taxes, interest expense and interest income can make it more difficult to identify and assess operating trends affecting our business and industry and to compare the operating performance of different companies. Nevertheless, investors should note that we, like other companies, borrow funds to finance our operations; therefore, interest expense is a necessary element of our costs and ability to generate revenue. Similarly, our use of capital assets makes depreciation and amortization expense a necessary element of our costs and ability to generate income. We are also subject to state and federal income taxes so any measure that excludes tax expense has material limitations. Investors should also note that EBITDA does not purport to represent cash provided by operating activities as reflected in our consolidated statements of cash flow and should not be considered in isolation or as a substitute for net income or other measures of performance prepared in accordance with GAAP; however, our management believes that EBITDA is a performance measure that provides investors, securities analysts and other interested parties with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. Finally, EBITDA also closely tracks Consolidated EBITDA, a liquidity measurement that is used in calculating financial covenants in both our credit facility and the indenture for our senior notes. The measure of EBITDA may not be calculated the same way by other companies.
		EBITDA’s usefulness as a performance measure is limited by the fact that it excludes the impact of interest expense, depreciation and amortization expense and taxes. We borrow money in order to finance our operations; therefore, interest expense is a necessary element of our costs and ability to generate revenue. Similarly, our use of capital assets makes depreciation and amortization expense a necessary element of our costs and ability to generate income. Since our C corporation subsidiary is subject to state and federal income taxes, any measure that excludes tax expense has material limitations.
		Due to these limitations, we do not, and you should not, use EBITDA as the only measure of our performance and liquidity. We also use, and recommend that you consider, net income in accordance with GAAP as a measure of our performance or cash flows from operating activities in accordance with GAAP as a measure of our liquidity.
		The following is a reconciliation of net income (loss), as determined in accordance with GAAP, to EBITDA.

		Year Ended December 31,												Nine Months Ended September 30,
		2003				2004				2005				2005				2006
		(In thousands)
Net income (loss)		$	5,052			$	(9,007	)		$	11,135			$	6,145			$	27,662
Interest expense, net			10,087				11,252				15,606				11,445				12,506
Income tax expense			1,558				3,092				2,298				1,971				1,009
Depreciation and amortization expense(6)			5,603				5,398				4,844				3,635				4,089
EBITDA		$	22,300			$	10,735			$	33,883			$	23,196			$	45,266

		Year Ended December 31,												Nine Months Ended September 30,
		2003				2004				2005				2005				2006
		(In thousands)
Net cash flow from operating activities		$	16,770			$	(10,067	)		$	(10,340	)		$	(4,592	)		$	22,135
Interest expense, net			10,087				11,252				15,606				11,445				12,506
Income tax expense			1,558				3,092				2,298				1,971				1,009
Loss on early extinguishment of debt			—				(13,923	)			—				—				—
Deferred income tax assets and liabilities			338				18				581				(146	)			(147	)
Gain (loss) on sale of fixed assets			60				13				7				(5	)			(313	)
Gain (loss) on sale of investment-net			—				—				1,267				1,264				11
Stock-based compensation			—				(1,648	)			—				—				(531	)
Changes in operating assets and liabilities			(5,238	)			22,857				24,354				13,149				10,596
Non-cash interest income			227				245				110				110				—
Non-cash interest expense			(1,502	)			(1,104	)			—				—				—
EBITDA		$	22,300			$	10,735			$	33,883			$	23,196			$	45,266

EBITDA includes the effects of restructuring charges, bad debt write off (recovery) related to the bankruptcy of a major customer,

		a special bonus to certain members of senior management and the loss on early extinguishment of debt. Restructuring charges are described in footnote (1) above. In addition, 2003 EBITDA reflects a bad debt recovery of $0.1 million, and 2004 EBITDA reflects a bad debt recovery of $0.3 million, a special senior management bonus of $3.0 million and a loss on early extinguishment of debt of $13.9 million. Changes in operating assets and liabilities exclude amortization of debt issuance costs, which is included in interest expense.
(6)		Depreciation and amortization expense does not include amortization of debt issuance costs, which is included in interest expense.
(7)		Net of unamortized discount of $2.0 million as of December 31, 2003.

RISK FACTORS

      You should consider carefully each of the risks described below, together with all of the other information contained in this prospectus, before deciding to invest in our common stock. If any of the risks outlined herein occurs, our business, financial condition or results of operations may suffer. As a result, the price of our common stock could decline and you could lose part or all of your investment in our common stock.

Risks Related to our Business

Disruptions in the supply of copper and other raw materials used in our products could cause us to be unable to meet customer demand, which could result in the loss of customers and net sales.

     Copper is the primary raw material that we use to manufacture our products. Other significant raw materials that we use are plastics, such as polyethylene and polyvinyl chloride, aluminum, linerboard and wood reels. There are a limited number of domestic and foreign suppliers of copper and these other raw materials. We typically have supplier agreements with terms of one to two years for our raw material needs that do not require us to purchase a minimum amount of these raw materials. If we are unable to maintain good relations with our suppliers or if there are any business interruptions at our suppliers, we may not have access to a sufficient supply of raw materials. If we lose one or more key suppliers and are unable to locate an alternative supply, we may not be able to meet customer demand, which could result in the loss of customers and net sales.

Fluctuations in the price of copper and other raw materials, as well as fuel and energy, and increases in freight costs could increase our cost of goods sold and affect our profitability.

     The prices of copper and our other significant raw materials, as well as fuel and energy costs, are subject to considerable volatility; this volatility has affected our profitability and we expect that it will continue to do so in the future. For example, from 2003 to 2005, the average selling price of copper cathode on the COMEX increased from $0.81 per pound in 2003 to $1.68 per pound in 2005, an average annual increase of 53.7%. During that same period, our revenues and operating income grew from $233.6 million and $16.6 million, respectively, in 2003 to $346.2 million and $27.8 million, respectively, in 2005. These increases in our revenues and operating income were due, in part, to our ability to pass increased copper prices on to our customers. Our agreements with our suppliers generally require us to pay market price for raw materials at the time of purchase. As a result, volatility in these prices, particularly copper prices, can result in significant fluctuations in our cost of goods sold. If the cost of raw materials increases and we are unable to increase the prices of our products, or offset those cost increases with cost savings in other parts of our business, our profitability would be reduced. We generally do not engage in activities to hedge the price of our raw materials. As a result, increases in the price of copper and other raw materials may affect our profitability if we cannot effectively pass these price increases on to our customers.

     In addition, we pay the freight costs on certain customer orders. In the event that freight costs increase substantially, due to fuel surcharges or otherwise, our profitability would decline.

The markets for our products are highly competitive, and our inability to compete with other manufacturers in the wire and cable industry could harm our net sales and profitability.

     The markets for wire and cable products are highly competitive. We compete with at least one major competitor with respect to each of our business lines. Many of our products are made to industry specifications and may be considered fungible with our competitors’ products. Accordingly, we are subject to competition in many of our markets primarily on the basis of price. We must also be competitive in terms of quality, availability, payment terms and customer service. We are facing increased competition from products manufactured in foreign countries that in many cases are comparable in terms of quality but are offered at lower prices. For example, in 2003, we experienced a decline in net sales due principally to the loss of several customers who opted for foreign sourcing, where labor costs are lower. Unless we can produce our products at competitive prices or purchase comparable products from foreign sources on favorable terms, we may experience a decrease in our net sales and profitability. Some of our competitors have greater resources, financial and otherwise, than we do and may be better positioned to invest in manufacturing and supply chain efficiencies and product development. We may not be able to compete successfully with our existing competitors or with new competitors.

Our net sales, net income and growth depend largely on the economic strength of the markets that we serve, and if these markets become weaker, we could suffer decreased sales and net income.

     Many of our customers use our products as components in their own products or in projects undertaken for their customers. Our ability to sell our products is largely dependent on general economic conditions, including how much our customers and end-users

spend on information technology, new construction and building, maintaining or reconfiguring their communications network, industrial manufacturing assets and power transmission and distribution infrastructures. A general weakening in any or all of these economic conditions could adversely affect both: (i) the aggregate results of our reportable business segments—electrical/wire and cable distributors, specialty distributors and OEMs, and consumer outlets; and (ii) our sales into the multiple channels within these business segments, including electrical distribution, wire and cable distribution, OEM/government, heating, ventilation, air recreation/transportation, copper fabrication, retail and automotive. In the early 2000s, many companies significantly reduced their capital equipment and information technology budgets, and construction activity that necessitates the building or modification of communication networks and power transmission and distribution infrastructures slowed considerably as a result of a weakening of the U.S. and foreign economies. As a result, our net sales and financial results declined significantly in those years.

We are dependent upon a number of key customers. If they were to cease purchasing our products, our net sales and profitability would likely decline.

     We are dependent upon a number of key customers, although none of our customers accounted for more than 5.0% of our net sales for the year ended December 31, 2005. Our customers can cease buying our products at any time and can also sell products that compete with our products. The loss of one or more key customers, or a significant decrease in the volume of products they purchase from us, could result in a drop in our net sales and a decline in our profitability. In addition, a disruption or a downturn in the business of one or more key customers could reduce our sales and could reduce our liquidity if we were unable to collect amounts they owe us.

We face pricing pressure in each of our markets, and our inability to continue to achieve operating efficiency and productivity improvements in response to pricing pressure may result in lower margins.

     We face pricing pressure in each of our markets as a result of significant competition and industry over-capacity, and price levels for many of our products (after excluding price adjustments related to the increased cost of copper) have declined over the past few years. We expect pricing pressure to continue for the foreseeable future. A component of our business strategy is to continue to achieve operating efficiencies and productivity improvements with a focus on lowering purchasing, manufacturing and distribution costs. We may not be successful in lowering our costs. In the event we are unable to lower these costs in response to pricing pressure, we may experience lower margins and decreased profitability.

We have significant indebtedness outstanding and may incur additional indebtedness that could negatively affect our business.

     We have a significant amount of indebtedness. On September 30, 2006, we had approximately $166.7 million of indebtedness, comprised of $44.1 million under our senior secured credit facility, with Wachovia Bank, National Association (“credit facility”), $120.0 million under our 9.875% Senior Notes due 2012 (“senior notes”) and $2.6 million of capital leases and other debt. On October 11, 2006, we paid off substantially all of the outstanding indebtedness under our credit facility. Since the 2006 Private Placement, we have incurred additional indebtedness under this credit facility.

     Our high level of indebtedness and dependence on indebtedness could have important consequences to our shareholders, including the following:

	•		our ability to obtain additional financing for capital expenditures, potential acquisition opportunities or general corporate or other purposes may be impaired;
	•		a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, reducing the funds available to us for other purposes;
	•		it may place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and
	•		we may be more vulnerable to economic downturns, may be limited in our ability to respond to competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions.

     Our ability to satisfy our debt obligations will depend upon, among other things, our future operating performance and our ability to refinance indebtedness when necessary. Each of these factors is, to a large extent, dependent on economic, financial, competitive and other factors beyond our control. If, in the future, we cannot generate sufficient cash from operations to make scheduled payments on our debt obligations, we will need to refinance our existing debt, issue additional equity securities or securities convertible into equity securities, obtain additional financing or sell assets. Our business may not be able to generate cash flow or we may not be able to obtain funding sufficient to satisfy our debt service requirements.

We may not have the ability to repurchase our senior notes upon a change of control as required by the indenture governing our senior notes.

     Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all of our outstanding senior notes at 101% of the principal amount plus accrued and unpaid interest to the date of repurchase. We may not have sufficient funds to make the required repurchase in cash at such time or the ability to arrange necessary financing on acceptable terms. In addition, our ability to repurchase our senior notes in cash may be limited by law or the terms of other agreements relating to our debt outstanding at the time. If we fail to repurchase any of our senior notes submitted in a change of control offer, it would constitute an event of default under the indenture, which could, in turn, constitute an event of default under our other debt instruments, even if the change of control itself would not cause a default. This could result in the acceleration of our payment obligations under all of our debt instruments and, if we are unable to meet those payment obligations, this could have an adverse material effect on our business, financial condition and results of operations.

Growth through acquisitions is a significant part of our strategy and we may not be able to successfully identify, finance or integrate acquisitions in order to grow our business.

     Growth through acquisitions has been, and we expect it to continue to be, a significant part of our strategy. We regularly evaluate possible acquisition candidates. We may not be successful in identifying, financing and closing acquisitions on favorable terms. Potential acquisitions may require us to obtain additional financing or issue additional equity securities or securities convertible into equity securities, and any such financing and issuance of equity may not be available on terms acceptable to us or at all. If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing shareholders could be diluted, which, in turn, could adversely affect the market price of our stock. If we finance an acquisition with debt, it could result in higher leverage and interest costs. Further, we may not be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

If we are unable to retain senior management and key employees, we may experience operating inefficiencies and increased costs, resulting in diminished profitability.

     Our success has been largely dependent on the skills, experience and efforts of our senior management and key employees. The loss of any of our senior management or other key employees could result in operation inefficiencies and increased costs. We may be unable to find qualified replacements for these individuals if their services were no longer available, and, if we do identify replacements, the integration of those replacements may be disruptive to our business.

Advancing technologies, such as fiber optic and wireless technologies, may make some of our products less competitive and reduce our net sales.

     Technological developments could cause our net sales to decline. For example, a significant decrease in the cost and complexity of installation of fiber optic systems or a significant increase in the cost of copper-based systems could make fiber optic systems superior on a price performance basis to copper systems and could have a material adverse effect on our business. Also, advancing wireless technologies, as they relate to network and communication systems, may reduce the demand for our products by reducing the need for premises wiring. Wireless communications depend heavily on a fiber optic backbone and do not depend as much on copper-based systems. An increase in the acceptance and use of VoIP and wireless technology, or introduction of new wireless or fiber-optic based technologies, may have a material adverse effect on the marketability of our products and our profitability. If wireless technology were to significantly erode the markets for copper-based systems, our sales of copper premise cables could face downward pressure.

If our goodwill or other intangible assets become impaired, we may be required to recognize charges that would reduce our income.

     Under accounting principles generally accepted in the U.S., goodwill and certain other intangible assets are not amortized but must be reviewed for possible impairment annually, or more often in certain circumstances if events indicate that the asset values are not recoverable. Such reviews could result in an earnings charge for the impairment of goodwill, which would reduce our income without any change to our underlying cash flow. We will continue to monitor financial performance indicators across our various operating segments, particularly in our recreation/transportation and retail operating segments, which had combined goodwill balances of $4.0 million at December 31, 2005.

We have incurred restructuring charges in the past and may incur additional restructuring charges in the future.

     Over the last five years, we have incurred approximately $3.5 million in charges related to restructuring our production facilities, and $1.2 million of additional costs associated with the closing of our Miami Lakes, Florida facility in 2006. On November 14, 2006, we approved a plan to close our Siler City, North Carolina facility and we estimate this closure and realignment will cost approximately $0.9 million. Under our current growth plan, we intend to continue to realign plant production, which may result in additional and potentially significant restructuring charges.

Some of our employees belong to a labor union and certain actions by such employees, such as strikes or work stoppages, could disrupt our operations or cause us to incur costs.

     As of December 31, 2005, we employed 1,007 persons, approximately 28% of whom are covered by a collective bargaining agreement, which expires on December 21, 2006. If unionized employees were to engage in a concerted strike or other work stoppage, if other employees were to become unionized, or if we are unable to negotiate a new collective bargaining agreement when the current one expires, we could experience a disruption of operations, higher labor costs or both. A strike or other disruption of operations or work stoppage could reduce our ability to manufacture quality products for our customers in a timely manner.

We may be unable to raise additional capital to meet capital expenditure needs if our operations do not generate sufficient funds to do so.

     Our business is expected to have continuing capital expenditure needs. If our operations do not generate sufficient funds to meet our capital expenditure needs for the foreseeable future, we may not be able to gain access to additional capital, if needed, particularly in view of competitive factors and industry conditions. In addition, recent increases in the cost of copper have increased our working capital requirements. If we are unable to obtain additional capital, or unable to obtain additional capital on favorable terms, our liquidity may be diminished and we may be unable to effectively operate our business.

We are subject to current environmental and other laws and regulations.

     We are subject to the environmental laws and regulations of each jurisdiction where we do business. We are currently, and may in the future be, held responsible for remedial investigations and clean-up costs of certain sites damaged by the discharge of hazardous substances, including sites that have never been owned or operated by us but at which we have been identified as a potentially responsible party under federal and state environmental laws. As a result of our 2000 merger with Riblet Products Corporation, we may be subject to potential liability under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq . We have established reserves for such potential liability and believe those reserves to be adequate; however, there is no guarantee that such reserves will be adequate or that additional liabilities will not arise. See “Business — Legal Proceedings.” Changes in environmental and other laws and regulations in both domestic and foreign jurisdictions could adversely affect our operations due to increased costs of compliance and potential liability for noncompliance.

Disruption in the importation of our raw materials and products and the risks associated with international operations could cause our operating results to decline.

     We source certain raw materials and products from outside the U.S. Foreign material purchases expose us to a number of risks, including unexpected changes in regulatory requirements and tariffs, possible difficulties in enforcing agreements, exchange rate fluctuations, difficulties in obtaining import licenses, economic or political instability, embargoes, exchange controls or the adoption of other restrictions on foreign trade. Although we currently manufacture the vast majority of our products in the U.S., to the extent we decide to establish foreign manufacturing facilities, our foreign manufacturing sales would be subject to similar risks. Further, imports of raw materials and products are subject to unanticipated transportation delays that affect international commerce.

Complying with Section 404 of the Sarbanes-Oxley Act of 2002 may strain our resources and divert management.

     We will be required under Section 404 of the Sarbanes-Oxley Act of 2002 to furnish a report by our management on the design and operating effectiveness of our internal controls over financial reporting with our annual report on Form 10-K for our fiscal year ending December 31, 2007. Since this is the first time that we have had to furnish such a report, we expect to incur material costs and to spend significant management time to comply with Section 404. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial staff with appropriate experience and technical accounting knowledge, and we may not be able to do so in a timely fashion.

We have risks associated with inventory.

     Our business requires us to maintain substantial levels of inventory. We must identify the right mix and quantity of products to keep in our inventory to meet customer orders. Failure to do so could adversely affect our sales and earnings. However, if our inventory levels are too high, we are at risk that an unexpected change in circumstances, such as a shift in market demand, drop in prices, or default or loss of a customer, could have a material adverse impact on the net realizable value of our inventory.

Changes in industry standards and regulatory requirements may adversely affect our business.

     As a manufacturer and distributor of wire and cable products, we are subject to a number of industry standard-setting authorities, such as Underwriters Laboratories. In addition, many of our products are subject to the requirements of federal, state, local or foreign regulatory authorities. Changes in the standards and requirements imposed by such authorities could have an adverse effect on us. In the event that we are unable to meet any such standards when adopted, our business could be adversely affected.

Risks Related to this Offering

An active market for our common stock may not develop and the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations.

     There is no current market for our common stock. An active market for our common stock may not develop or may not be sustained. We intend to apply to have our common stock listed on the NASDAQ Global Market, but we cannot assure you that our application will be approved. In addition, we cannot assure you as to the liquidity of any such market that may develop or the price that our shareholders may obtain for their shares of our common stock.

     Even if an active trading market develops, the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect our share price include:

	•		actual or anticipated variations in our quarterly operating results;
	•		changes in our earnings estimates;
	•		publication (or lack of publication) of research reports about us;
	•		increases in market interest rates, which may increase our cost of capital;
	•		changes in applicable laws or regulations, court rulings, enforcement and legal actions;
	•		changes in market valuations of similar companies;
	•		adverse market reaction to any increased indebtedness we incur in the future;
	•		additions or departures of key management personnel;
	•		actions by our shareholders;
	•		speculation in the press or investment community; and
	•		general market and economic conditions.

You may experience dilution of your ownership interests if we issue additional shares of our common stock in the future.

     We may in the future issue additional shares, resulting in the dilution of the ownership interests of our present shareholders and purchasers of our common stock offered hereby. We are authorized to issue 75,000,000 shares of common stock and 10,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. As of October 11, 2006, we have 16,786,895 shares of common stock issued and outstanding. The potential issuance of additional shares of common stock may create downward pressure on the trading price of our common stock. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the our stock incentive plan, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes.

We do not expect to pay any dividends on our common stock for the foreseeable future.

     We do not anticipate that we will pay any dividends to holders of our common stock in the foreseeable future, and our ability to pay dividends is restricted by the instruments governing our outstanding indebtedness. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Our largest shareholders and management control a significant percentage of our common stock, and their interests may conflict with those of our other shareholders.

     As of October 11, 2006, our co-chairmen David S. Bistricer and Nachum Stein, and in each case trusts for the benefit of their respective family members, have the right to control the votes of approximately 10.6% and 21.2% of our common stock, respectively, and our directors and officers as a group own or control 39.3% of our common stock. See “Principal Shareholders.” As a result, these shareholders will be able to control or substantially influence the outcome of shareholder votes, including the election of directors, the adoption or amendment of provisions in our certificate of incorporation or bylaws and possible mergers, sales of all of our assets and other significant corporate transactions. The concentration of ownership may have the effect of delaying, deferring or preventing future acquisitions, financings and other corporate opportunities and attempts to acquire us, which in turn could have a material adverse effect on the price of our common stock.

Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of the Company, which could adversely affect the price of our common stock.

     Provisions in our organizational documents and in the Delaware General Corporation Law could delay or prevent a change in control of the Company, which could adversely affect the price of our common stock. The provisions in our articles of incorporation and bylaws that could delay or prevent an unsolicited change in control of the Company include board authority to issue preferred stock, procedures for filling vacancies on the board, prohibition of cumulative voting, requirement of a plurality vote for election of directors, preclusion of shareholder action by written consent, advance notice provisions for business to be considered at a shareholder meeting and classification of our board of directors.

The expiration of lock-up agreements could have an adverse effect on the market price of our stock.

     The registration statement of which this prospectus is a part covers the resale of all currently outstanding shares of our common stock. A substantial number of these shares are subject to lock-up agreements that prevent the sale of shares for (i) 180 days after October 3, 2006; (ii) 60 days after the effective date of this resale registration statement; and (iii) 180 days after the effective date of any registration statement relating to an initial underwritten offering of our common stock commenced before October 3, 2007 for which Friedman, Billings, Ramsey & Co., Inc. is acting either as lead managing underwriter or co-book managing underwriter. These restrictions may be waived in the sole discretion of Friedman, Billings, Ramsey & Co., Inc. See “Shares Eligible for Future Sale — Lock-Up Agreements.” The expiration or waiver of these lock-up agreements may result in increased sales of our common stock by these shareholders, which in turn could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus, including certain statements contained in “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” are forward-looking statements.

     We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under “Risk Factors,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

	•		disruptions in the supply or fluctuations in the price of copper and other raw materials;
	•		increased competition from other wire and cable manufacturers, including foreign manufacturers;
	•		general economic conditions and changes in the demand for our products by key customers;
	•		pricing pressures causing margins to decrease;
	•		our level of indebtedness;
	•		failure to identify, finance or integrate acquisitions; and
	•		other risks and uncertainties, including those described under “Risk Factors.”

     Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any of these statements or to publicly announce the results of any revisions to any of these statements to reflect future events or developments.

SELECTED CONSOLIDATED FINANCIAL DATA

     The following table sets forth selected historical consolidated financial information for the periods presented. The financial data as of and for each of the four years in the period ended December 31, 2005 has been derived from our audited consolidated financial statements and notes thereto, which have been audited by Deloitte & Touche LLP. The financial data for the year ended December 31, 2001 have been derived from our unaudited financial statements. On January 1, 2002, we changed our method of valuing inventory to the FIFO method. Our financial statements for 2001, which had been audited by Arthur Andersen LLP, have been restated to give effect to this change and are unaudited. In our opinion, the unaudited interim consolidated financial data for the nine months ended September 30, 2005 and 2006 have been prepared on a basis consistent with the audited consolidated financial statements included in this prospectus and include all adjustments, which consist of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the unaudited periods presented.

     Prior to October 10, 2006, we were treated as an S corporation, with the exception of our wholly-owned C corporation subsidiary, for federal and, where applicable, state income tax purposes. Accordingly, our shareholders were responsible for federal and substantially all state income tax liabilities arising out of our operations other than those conducted by our C corporation subsidiary. On October 10, 2006, the day before we consummated the 2006 Private Placement, we ceased to be an S corporation and became a C corporation and, as such, we are subject to federal and state income tax. The unaudited pro forma statement of operations data presents our pro forma provision for income taxes and pro forma net income as if we had been a C corporation for all periods presented. In addition, the selected historical consolidated financial information and the pro forma statement of operations data reflect the 312.6079 for 1 stock split that we effected on October 10, 2006.

     Our consolidated financial statements have been prepared in accordance with GAAP. Historical results are not necessarily indicative of the results we expect in future periods. The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

     The following is a reconciliation of cash flow from operating activities, as determined in accordance with GAAP, to EBITDA.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

      The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Consolidated Financial Data” and our audited and combined financial statements and related notes appearing elsewhere in this prospectus. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this prospectus under “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements. You should read the following discussion in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

Overview

     We are a leading designer, developer, manufacturer and supplier of electrical wire and cable products in the U.S. We supply a broad line of wire and cable products, which enables us to offer our customers a single source of supply for many of their wire and cable product requirements. We manufacture bare copper wire, some of which we use to produce our products and some of which we sell to other producers. We sell our products to a variety of customers, including a wide range of specialty distributors, retailers and original equipment manufacturers (“OEMs”). We develop our products for sale into multiple end markets, including electrical distribution, wire and cable distribution, OEM/government, HVAC/R, irrigation, industrial/contractor, recreation/transportation, copper fabrication, retail and automotive. We manufacture our products in seven domestic manufacturing facilities and supplement our domestic production with international and domestic sourcing. Virtually all of our products are sold to customers located in the United States and Canada.

     Our net sales, to some extent, follow general business cycles. The diversity of our end markets and customer bases, however, tends to protect our financial results from downturns in any particular industry or geographic area. We also have experienced, and expect to continue to experience, certain seasonal trends in net sales and cash flow. Net sales are generally higher in the third and fourth quarters due to increased buying in anticipation of, and during, the winter months and holiday season.

     The primary component of our cost of goods sold is the cost of raw materials. Because labor costs have historically represented less than 10% of our cost of goods sold, competition from products produced in countries having lower labor rates has not affected our financial results significantly. For the nine-month period ended September 2006, copper costs, including fabrication, have been estimated by us, based on the average COMEX price, to be approximately 62.8% of our cost of goods sold. We buy copper from domestic and international suppliers, and the price we pay depends largely on the price of copper on international commodities markets.

     The price of copper is particularly volatile and can affect our net sales and profitability. The daily selling price of copper cathode on the COMEX averaged $3.06 per pound during the nine months ended September 30, 2006, up 95% from the nine months ended September 30, 2005. The average copper price on the COMEX was $3.39 per pound for October 2006. We purchase copper at the prevailing market price. We generally attempt to pass along to our customers changes in the prices of copper and other raw materials. Our ability to pass along price increases is greater when copper prices increase quickly and significantly. Gradual price increases may be more difficult to pass on to our customers and may affect our short-term profitability. Conversely, the prices of our products tend to fall more quickly in the event the price of copper drops significantly over a relatively short period of time and more slowly in the event of more gradual decreases in the price of copper. Our specialty distributors and OEMs segment offers a number of products that are particularly sensitive to fluctuations in copper prices. Other factors affecting product pricing include the type of product involved, competitive conditions, including underutilized manufacturing capacity in our industry, and particular customer arrangements.

     We have conducted our business as an S corporation under Subchapter S of the Code (and comparable state laws). Accordingly, our shareholders were responsible for federal and substantially all state income tax liabilities arising out of our operations. For all years prior to 2006, we provided our shareholders with funds for the payment of these income taxes. On October 10, 2006, we terminated our S corporation status, and are treated for federal and state income tax purposes as a C corporation under Subchapter C of the Code and, as a result, are subject to state and federal income taxes.

     As a result of the termination of our S corporation status, we expect to record a one-time non-cash credit of approximately $0.1 million to our income tax provision to recognize the estimated amount of previously unrecognized net deferred income tax assets.

     We declared dividends to our current shareholders in amounts expected to be sufficient to cover estimated taxes associated with our 2006 S corporation taxable earnings. We paid dividends to our shareholders in this regard of approximately $1.8 million on October 10, 2006.

     On October 9, 2006, our board adopted a stock incentive plan that provides for the granting of options to purchase 1,650,000 shares of our common stock. On October 11, 2006, options to purchase 405,000 shares were awarded to G. Gary Yetman (230,000 shares); Richard N. Burger (115,000 shares); Jeffrey D. Johnston (60,000 shares) and, on October 10, 2006, options to purchase 420,000 shares were granted to other employees. One third of the 825,000 options issued to our employees will vest at the end of each of the first three anniversaries of the date of grant. The options will expire ten years after the date of grant and will be exercisable at a price per share equal to the fair market value on the date of grant.

     We estimate the fair value of the stock options to be granted using the Black-Scholes option-pricing model. We estimated the fair value of the stock options using the following assumptions: (i) a risk free interest rate of 4.74%; (ii) an expected dividend yield of 0.00%; (iii) an expected option term of 7.0 years; and (iv) expected volatility of 45.0%. Based on these assumptions, the option value per common share is expected to be $8.09 and the total fair value of the options will be approximately $6.7 million. Assuming 2% annual employee turnover, we estimate that our total expense relating to our stock incentive plan will be $6.4 million, which we will expense over the three year vesting term of these options as follows: $0.9 million in the fourth quarter of 2006; $3.5 million in the year ending December 31, 2007; $1.5 million in the year ending December 31, 2008; and $0.5 million in the year ending December 31, 2009. See “New Accounting Pronouncements” in this section and “Executive Compensation — Stock Incentive Plan.”

     On September 4, 2006, our board of directors approved a payment to one of our directors of $0.8 million in cash and 37,500 shares of our common stock for additional services rendered in connection with the exploration and development of strategic alternatives and certain other matters. We expensed and paid $1.3 million of professional fees related to these services in the nine months ended September 30, 2006.

     The Internal Revenue Service (“IRS”) has audited our tax returns for the years 2002, 2003 and 2004, and proposed certain adjustments that are currently being disputed. These proposed adjustments do not directly impact us because during those years we were an S corporation and, therefore, any additional tax, interest, and penalties finally determined to be due would be owed by our shareholders. However, we entered into an agreement with our shareholders (a “Tax Matters Agreement”) under which we agreed to indemnify those shareholders for any tax, interest, and penalties that may be finally determined to be due during the period we were an S corporation, including, but not limited to, any additional tax, interest, and penalties due as a result of the adjustments proposed by the IRS for the years 2002, 2003, and 2004, together with their reasonable professional fees and expenses incurred. We estimate that our maximum payments relating to the IRS examination under the Tax Matters Agreement will be $0.5 million, but we cannot guarantee that the actual payments relating to this matter will not exceed this amount.

     From time to time, we consider acquisition opportunities that could materially increase the size of our business operations.

Business Segment Information

     We have three business segments: (i) electrical/wire and cable distributors; (ii) specialty distributors and OEMs; and (iii) consumer outlets. These segment classifications are based on an aggregation of customer groupings and distribution channels because this is how we manage and evaluate our business. We sell virtually all of our products across each of our three segments, except that we sell our fabricated bare wire products only in our specialty distributors and OEMs segment. For the nine months ended September 30, 2006, the electrical/wire and cable distributors segment, the specialty distributors and OEMs segment, and the consumer outlets segment represented approximately 34.8%, 67.4% and 14.2% of our net sales on a consolidated basis, respectively. Our consumer outlets segment, which is our smallest in terms of net sales, accounts for an even smaller percentage of our profitability because of increased competition from foreign suppliers and the delays we may encounter in passing along copper price increases to large retailers. To remain competitive, we are purchasing more labor-intensive products from foreign sources for this segment. Our segment information presented below includes a separate line for corporate adjustments, which consist of items not allocated to a particular business segment, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, management fees and intangible amortization. The period-to-period comparisons set forth in this section include information about our three segments.

Consolidated Results of Operations for the Nine Months Ended September 30, 2005 and for the Nine Months Ended September 30, 2006

     The following table sets forth, for the periods indicated, the consolidated statements of operations data in thousands of dollars and as a percentage of net sales.

      Net sales — Net sales for the nine months ended September 30, 2006 were $320.1 million compared to $251.3 million for the nine months ended September 30, 2005, an increase of $68.8 million or 27.4 %. This increase in net sales was due primarily to price increases. The price increases were driven by the significant increase in raw material costs, particularly copper. There was a 7.0% decline in volume in the nine months ended September 30, 2006 compared to the prior period due to decreased demand from existing customers, somewhat offset by the addition of new customers. Volume changes between comparative periods are measured in total pounds shipped. Also contributing to the volume decline was a shift in product mix in our consumer outlets segment from low value-added products, such as extension cords, to high value-added products, such as thermostat and coaxial cables, and a change in manufacturing process affecting our automotive products in the first six months of 2006. Otherwise, product mix in units for these periods was relatively consistent.

      Gross profit margin — Gross profit margin for the nine months ended September 30, 2006 was 20.4% compared to 14.5% for the nine months ended September 30, 2005. The increase in the gross profit margin was due principally to the ability to secure pricing increases that more than offset the significant increase in the cost of raw materials, primarily copper, reduced costs due to manufacturing efficiency improvements made during the prior year, reduced distribution expense due to the implementation of new processes, and the ability to spread fixed costs over a significantly higher revenue base.

      Selling, engineering, general and administrative (“SEG&A”) — SEG&A expense for the nine months ended September 30, 2006 was $23.0 million compared to $18.2 million for the nine months ended September 30, 2005. The increase between the two periods resulted primarily from increased sales commissions due to a higher revenue base, an increase in the accrual of management bonuses due to improved profitability, increased depreciation expense, and an increase in professional fees due to the payment to Shmuel D. Levinson for services rendered in connection with the exploration and development of strategic alternatives and certain other matters.

      Restructuring charges — Restructuring charges for the nine months ended September 30, 2006 were $1.2 million. These expenses were the result of the planned closure of our Miami Lakes facility. Restructuring charges included $0.1 million of employee severance costs, $0.7 million of lease termination costs, $0.2 million of equipment relocation costs and $0.2 million of other closing costs.

      Interest expense — Interest expense for the nine months ended September 30, 2006 was $12.5 million compared to $11.4 million for the nine months ended September 30, 2005. The increase in interest expense was due primarily to higher average borrowings under our revolving line of credit resulting primarily from higher inventory costs.

      Other income — Other income for the nine months ended September 30, 2005 was $1.3 million due to the settlement of our obligation with Copperweld that occurred in the second quarter of 2005 as discussed in Note 5 of the condensed consolidated financial statements.

      Income tax expense — Income tax expense was $1.0 million for the nine months ended September 30, 2006 compared to $2.0 million for the nine months ended September 30, 2005. We incur income tax expense as a result of the taxable income generated by our wholly owned C corporation subsidiary. Income tax expense decreased primarily because of a decline in the taxable income of our

wholly owned C corporation subsidiary which was a result of lower shared services income and elimination of the intercompany factoring of the accounts receivable.

Segment Results

     The following table sets forth, for the periods indicated, statements of operations data by segment in thousands of dollars, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales.

Electrical/Wire and Cable Distributors

     Net sales for our electrical/wire and cable distributors segment for the nine months ended September 30, 2006 were $111.4 million compared to $84.3 million for the nine months ended September 30, 2005, an increase of $27.1 million or 32.1%. This increase was due primarily to selling price increases as a result of inflationary increases in raw material costs. There was a decrease in volume of 2.4% due primarily, we believe, to a decline in demand in our electrical distribution channel as a result of price increases necessitated by increased raw material costs. This decline in demand was somewhat offset by market share gains.

     Operating income for our electrical/wire and cable distributors segment for the nine months ended September 30, 2006 was $20.1 million compared to $9.4 million for the nine months September 30, 2005, an increase of $10.7 million, or 113.8%. This increase was attributed to the ability to secure price increases to offset increases in raw material costs, reduced distribution expenses due to improved processes, and the ability to spread fixed costs across a larger revenue base.

Specialty Distributors and OEMs

     Net sales for our specialty distributors and OEMs segment for the nine months ended September 30, 2006 were $215.7 million compared to $129.1 million for the nine months ended September 30, 2005, an increase of $86.6 million, or 67.1%. The increase was due to selling price increases associated with increases in raw material costs, increased security/home automation channel sales as a result of market share gains, and an increase of $41.9 million due to a change in October 2005 in our intercompany billings for copper purchases, which are eliminated in the consolidation of overall company revenues. These increases offset decreases in the other channels in this segment due to market conditions. There was an overall decline in volume of 3.5% due to market conditions, offset by increases in the security/home automation, irrigation and copper fabrication channels due to market share gains.

     Operating income for our specialty distributors and OEMs segment for the nine months ended September 30, 2006 was $24.2 million compared with $9.7 million for the nine months ended September 30, 2005, an increase of $14.5 million or 149.5%. This increase was due primarily to volume and pricing initiatives, improved manufacturing efficiencies, reduced distribution expenses, and the spreading of fixed costs over a larger revenue base.

Consumer Outlets

     Net sales for our consumer outlets segment for the nine months ended September 30, 2006 were $38.3 million compared to $41.3 million for the nine months ended September 30, 2005, a decrease of $3.0 million or 7.3%. This decrease was due to a volume decline of 24.5%, which was partially offset by price increases. The volume decline was due primarily to a decrease in orders from consumer outlet customers who had higher than expected inventory as a result of soft year-end retail sales. In addition, the prior year included an initial stocking order for a major account that was not repeated in 2006 and the completion of a sales program at a specific account.

Also contributing to the volume decline was a shift in product mix from low value-added products, such as extension cords, to high value-added products, such as data, thermostat and coaxial cables, and a change in manufacturing process affecting our automotive products.

     Operating income for our consumer outlets segment for the nine months ended September 30, 2006 was $2.4 million compared to $2.1 million for the nine months ended September 30, 2005, an increase of approximately $0.3 million. In addition to obtaining price increases that more than offset raw material cost increases, this increase included gains on the sale of commodity contracts, improved distribution expenses, cost savings realized from our Miami facility closure, and a new manufacturing process affecting our automotive products.

Consolidated Annual Results of Operations from 2003 through 2005

     The following table sets forth, for the periods indicated, the consolidated statement of operations data in thousands of dollars and as a percentage of net sales.

Year Ended December 31, 2005 Compared with Year Ended December 31, 2004

      Net sales —Net sales for the year ended December 31, 2005 were $346.2 million compared to $285.8 million for the year ended December 31, 2004, an increase of $60.4 million, or 21.1%. The increase in net sales was due primarily to price increases driven by the significant increase in the cost of raw materials, primarily copper, for 2005 compared to 2004. There was a 6.8% growth in volume in 2005 due to increased demand from existing customers, as well as the addition of new customers. Product mix for each of the years ended December 31, 2004 and 2005 was relatively consistent, with the exception of our consumer outlets segment in which there was an increase in sales of products not traditionally sold through the retail channel due to a new customer and a change in manufacturing process in our automotive channel. Volume changes between comparative years are measured in total pounds shipped.

      Gross profit margin —Gross profit margin for the year ended December 31, 2005 was 15.4% compared to 15.9% for the year ended December 31, 2004. The decrease in the gross profit margin for the year ended December 31, 2005 was due principally to the significant increase in the cost of raw materials, primarily copper, that was not fully passed along to existing customers, and $2.2 million of manufacturing variances that we believe to be inefficiencies related to the manufacturing consolidation of certain product lines in two of our facilities in the first nine months of 2005. These negative factors were offset in part by the addition of new customers and some pricing increases.

      Selling, engineering, general and administrative —SEG&A expense for the year ended December 31, 2005 was $25.7 million compared to $26.5 million for the year ended December 31, 2004, a decrease of $0.8 million. The decrease in 2005 was due primarily to the payment of special bonuses in 2004 in connection with the issuance of our senior notes. This was partially offset by increased selling commissions related to increased sales volume, and increases in payments for professional and management services due to our new reporting structure associated with the issuance of our senior notes.

      Interest expense, net and loss on early extinguishment of debt —Interest expense, net was $15.6 million for the year ended December 31, 2005, compared to $11.3 million of interest expense, net and $13.9 million of loss on early extinguishment of debt for the year ended December 31, 2004, a decrease of $9.6 million. The decrease in 2005 was due primarily to the payment of make-whole premiums and other costs in connection with our September 2004 debt refinancing partially offset by an increase in interest for

payment obligations on our senior notes and an increase in amortization expense related to the September 2004 debt refinancing.

      Other income, net —Other income, net for the year ended December 31, 2005 was $1.3 million due to the sale of zero coupon bonds in May 2005, in connection with the settlement of the Copperweld capital lease obligation.

      Income tax expense —Income tax expense was $2.3 million for the year ended December 31, 2005 compared to $3.1 million for the year ended December 31, 2004. Income tax expense decreased primarily because of a decline in the taxable income of our wholly owned C corporation subsidiary, which decline was a result of lower shared services income and elimination of the intercompany factoring of the accounts receivable.

Segment Results

     The following table sets forth, for the periods indicated, statements of operations data by segment in thousands of dollars, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales.

      Electrical/Wire and Cable Distributors

     Net sales for our electrical/wire and cable distributors segment for the year ended December 31, 2005 were $114.6 million compared to $95.8 million for the year ended December 31, 2004, an increase of $18.8 million, or 19.6%. This increase was due primarily to selling price increases as a result of increases in the cost of raw materials combined with slight market share gains. There was an increase in volume of 8.2% in 2005 due to growth in the industrial and residential construction markets combined with market share gains.

     Operating income for our electrical/wire and cable distributors segment for the year ended December 31, 2005 was $13.6 million compared to $9.0 million for the year ended December 31, 2004, an increase of $4.6 million, or 51.1%. This increase was attributable to price and volume increases, which spread fixed costs across a larger revenue base, and a reduction in operating expenses attributable to the consolidation of distribution centers and decreased selling costs.

      Specialty Distributors and OEMs

     Net sales for our specialty distributors and OEMs segment for the year ended December 31, 2005 were $183.6 million compared to $137.5 million for the year ended December 31, 2004, an increase of $46.1 million, or 33.5%. The increase was due to selling price increases associated with cost increases in raw material prices and increased security/home automation channel sales as a result of the addition of new customers. Additionally, 2005 included the revenue from the additions of OEM/government and industrial maintenance, repair and operations (“MRO”) customers. These increases were partially offset by a decrease in the irrigation channel that resulted from market conditions. There was 12.7% volume growth in 2005 due to the growth in the security/home automation and OEM markets combined with market share gains.

     Operating income for our specialty distributors and OEMs segment for the year ended December 31, 2005 was $14.7 million compared to $13.1 million for the year ended December 31, 2004, an increase of $1.6 million, or 12.2%. The increase was due primarily to higher sales volume at higher prices attributable to increased business in the industrial, OEM, recreation and transportation, and security/home automation channels and the ability to pass along raw material cost increases to a majority of our

customers, which spread fixed costs across a larger revenue base. This was offset by losses due to inefficiencies in some of our manufacturing operations due to plant realignments.

      Consumer Outlets

     Net sales for our consumer outlets segment for the year ended December 31, 2005 were $59.7 million compared to $56.5 million for the year ended December 31, 2004, an increase of $3.2 million, or 5.7%. The increase in net sales was due primarily to price increases associated with increases in the cost of raw materials. There was a decline in volume as measured in pounds shipped of 7.7%. This was due to a shift in product mix from low value-added products, such as extension cords, to high value-added products, such as LAN cables, in our retail channel and a change in manufacturing process in our automotive channel.

     Operating income for our consumer outlets segment for the year ended December 31, 2005 was $3.5 million compared to $3.4 million for the year ended December 31, 2004, an increase of $0.1 million or 2.9%. This increase included $0.2 million of unrealized gains relating to outstanding commodity contracts. This was offset by a decline in operating income of $0.1 million due primarily to the impact of the increased cost of base raw materials, specifically copper, that could not be passed along to our customers and was somewhat offset by cost savings realized from a new manufacturing process in the automotive channel.

Year Ended December 31, 2004 Compared with Year Ended December 31, 2003

      Net sales —Net sales for the year ended December 31, 2004 were $285.8 million compared to $233.6 million for the year ended December 31, 2003, an increase of $52.2 million, or 22.4%. The increase in net sales was due primarily to price increases driven by the significant increase in the cost of raw materials, primarily copper, for the year ended 2004 compared to 2003. There was a 6.8% growth in volume in 2004 due to increased demand from existing customers, as well as the addition of new customers. Product mix for each of the years ended December 31, 2003 and 2004 was relatively consistent. Volume changes between comparative years are measured in total pounds shipped.

      Gross profit margin —Gross profit margin for the year ended December 31, 2004 was 15.9% compared to 15.0% for the year ended December 31, 2003. The increase in the gross profit margin for the year ended December 31, 2004 was due primarily to associated price increases across all channels, which spread fixed costs across a larger revenue base, and by 2004 cost control initiatives such as the consolidation of distribution centers, purchasing initiatives and greater manufacturing efficiencies.

      Selling, engineering, general and administrative —SEG&A expense for the year ended December 31, 2004 was $26.5 million compared to $18.3 million for the year ended December 31, 2003, an increase of $8.2 million. The increase in 2004 was due primarily to additional bonus compensation paid under our bonus plans, special bonuses paid in connection with our 2004 debt refinancing, the increase in professional service expense due to the new reporting structure associated with the issuance of our senior notes and the accelerated amortization of leasehold improvements.

      Interest expense, net and loss on early extinguishment of debt —Interest expense, net and the loss on early extinguishment of debt were $25.2 million for the year ended December 31, 2004 compared to $10.1 million for the year ended December 31, 2003, an increase of $15.1 million. The increase in 2004 was due to increased borrowings as a result of increased investment in working capital due to higher commodity prices and the payment of make-whole premiums and other costs in connection with our 2004 debt refinancing.

      Income tax expense —Income tax expense was $3.1 million for the year ended December 31, 2004 compared to $1.6 million for the year ended December 31, 2003. Income tax expense increased because the taxable income of our wholly owned C corporation subsidiary was higher due to increased income as a result of increased intercompany factoring of the company’s customer accounts receivable.