-----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, AbHDbG2c+BnKw0RFcHHWv0fizTjPgWI359/vFS/GdswLDrXUDdH7PtBLDxQPOiws XKZgs7tZ5HPlZqyzZSdm0Q== 0000895345-98-000744.txt : 19981222 0000895345-98-000744.hdr.sgml : 19981222 ACCESSION NUMBER: 0000895345-98-000744 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMSCOPE INC CENTRAL INDEX KEY: 0001035884 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 364135495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51339 FILM NUMBER: 98772577 BUSINESS ADDRESS: STREET 1: 1375 LENOIR RHYNE BOULEVARD CITY: HICKORY STATE: NC ZIP: 28601 BUSINESS PHONE: 8283242200 MAIL ADDRESS: STREET 1: 1375 LENOIR RHYNE BOULEVARD CITY: HICKORY STATE: NC ZIP: 28601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LITTLE & CO SUB DEBT & EQU MGMT BYOUT PART IV/INST CENTRAL INDEX KEY: 0000903004 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO STREET 2: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: FRIED FRANK HARRIS SHRIVER & JACOBSON STREET 2: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 2)* COMMSCOPE, INC. - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ----------------------------------------------------------------------------- (Title of Class of Securities) 203372107 ------------------------------------------------------- (CUSIP Number) FRIED, FRANK, HARRIS, SHRIVER & JACOBSON FORSTMANN LITTLE & CO. SUBORDINATED ONE NEW YORK PLAZA DEBT & EQUITY MANAGEMENT NEW YORK, NY 10004 BUYOUT PARTNERSHIP-IV ATTN: LOIS HERZECA, ESQ. INSTRUMENT PARTNERS (212) 859-8000 C/O FORSTMANN LITTLE & CO. 767 FIFTH AVENUE NEW YORK, NY 10153 ATTN: WINSTON W. HUTCHINS (212) 355-5656 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 16, 1998 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - -------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 370120107 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-IV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 370120107 13D Page 3 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) INSTRUMENT PARTNERS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 2 amends and supplements the Statement on Schedule 13D, as amended by Amendment No. 1 thereto, (as amended, the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Common Stock"), of CommScope, Inc., a Delaware corporation (the "Company"), previously filed by Instrument Partners, a New York limited partnership, and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV ("MBO-IV"), a New York limited partnership. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. ITEM 4. Purpose of the Transaction Item 4 is hereby amended and supplemented as follows: On December 10, 1998, Instrument Partners, which owned 3,849,002 shares of Common Stock, distributed all of such shares to the partners of Instrument Partners and now owns no shares of the Common Stock. On December 16, 1998, MBO-IV, which owned 3,387,219 shares of Common Stock, sold all of such shares in an underwritten public offering pursuant to a Registration Statement, as amended, on Form S-3 (Reg. No. 333-62293) filed by the Company with the Securities and Exchange Commission. MBO-IV now owns no shares of the Common Stock. ITEM 5. Interest in Securities of the Issuer Item 5 is hereby amended and supplemented as follows: The following information is as of December 17, 1998: (i) Instrument Partners: (a) Amount Beneficially Owned: None (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote -- None. (ii) shared power to vote or to direct the vote -- None. (iii) sole power to dispose or to direct the disposition of - -- None. (iv) shared power to dispose or to direct the disposition of - -- None. (ii) MBO-IV: (a) Amount Beneficially Owned: None (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote -- None. (ii) shared power to vote or to direct the vote -- None. (iii) sole power to dispose or to direct the disposition of - -- None. (iv) shared power to dispose or to direct the disposition of - -- None. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 21, 1998 INSTRUMENT PARTNERS By: FLC XXII Partnership, its general partner By: /s/ Winston W. Hutchins --------------------------------- Winston W. Hutchins, a general partner FORTSMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-IV By: FLC Partnership, its general partner By: /s/ Winston W. Hutchins --------------------------------- Winston W. Hutchins, a general partner -----END PRIVACY-ENHANCED MESSAGE-----