-----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, HNJwRw1H72YGpIuDcZp3YaSuwuIIW3dVi/WooMPjoW9NHiNYdNIsjTttIdeMX6RT +95jJy9T7u1mL2CUv6PcGg== 0000886035-05-000070.txt : 20051013 0000886035-05-000070.hdr.sgml : 20051013 20051013153026 ACCESSION NUMBER: 0000886035-05-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051013 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051013 DATE AS OF CHANGE: 20051013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/ CENTRAL INDEX KEY: 0000886035 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 061398235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12983 FILM NUMBER: 051136869 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 6065728000 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 8-K 1 f20051013resilec.htm 8-K General Cable Corporation



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported):  October 13, 2005


General Cable Corporation

__________________________________________

(Exact name of registrant as specified in its charter)


Delaware

001-12983

06-1398235

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.


4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753

(Address of principal executive offices)


Registrant’s telephone number, including area code:  (859) 572-8000



Not Applicable

____________________________________________________

Former name or former address, if changed since last report



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


q

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 1.01

Entry into a Material Definitive Agreement.


On October 13, 2005, the registrant issued a press release relating to its entry into a U.S. dollar to Euro cross currency and interest rate swap agreement with a notional value of $150 million (the “Swap Agreement”).  The counter parties to the Swap Agreement are Merrill Lynch Capital Services, Inc. and Bank of America, N.A., each of which is obligated with respect to a cross currency amount of one-half of the notional value of the swap.  A copy of the press release describing the Swap Agreement is filed herewith as Exhibit 99.1 and incorporated herein by reference.  


Item 8.01

Other Events


On October 10, 2005, the registrant issued a press release, a copy of which is filed herewith as Exhibit 99.2 and incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.


List below the financial statements, pro forma financial information and exhibits, if any, filed as part of this report.


(c)

The Exhibits accompanying this Report are listed in the Index to Exhibits.








SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  




General Cable Corporation


October 13, 2005

By:

/s/ Robert J. Siverd


Name:

Robert J. Siverd

Title:

Executive Vice President and

General Counsel







INDEX TO EXHIBITS


Exhibit Number

Exhibit

Method of Filing

99.1

10/13/05 Press Release

Filed Herewith

99.2

10/10/05 Press Release

Filed Herewith







EX-99 2 f20051013ex991.htm 99.1 OCTOBER 13, 2005 PRESS RELEASE General Cable Corporation

General Cable Corporation                    

Exhibit 99.1


CONTACT:

Michael P. Dickerson

FOR IMMEDIATE RELEASE

                      

    Vice President of Finance and Investor Relations

October 13, 2005

                                (859) 572-8684


General Cable Corporation Enters Into Cross Currency and Interest Rate Swap


HIGHLAND HEIGHTS, KENTUCKY, October 13, 2005 - General Cable Corporation (NYSE: BGC) announced today that it has entered into a US dollar to Euro cross currency and interest rate swap agreement with  a notional value of $150 million, or approximately 53% of the Company’s currently outstanding $285 million in Senior Notes.


The swap has a term of just over two years with a maturity date of November 15, 2007, coinciding with the earliest redemption date of the Senior Notes. Under the swap arrangement, the Company has notionally exchanged $150 million at a fixed interest rate of 9.5%, for approximately 125 million Euros (based on an exchange rate of 1.198 dollars per Euro) at a fixed interest rate of 7.5%.


“This swap arrangement is the latest step in the re-engineering of our capital structure that began with the $670 million refinancing and equity offering in the fourth quarter of 2003,” said Christopher Virgulak, Executive Vice President, Chief Financial Officer and Treasurer of General Cable. “This arrangement not only lowers our borrowing cost by 200 basis points on the swapped portion of our Senior Notes, or $3 million per year, but creates a partial hedge against the Company’s Euro denominated net investment in Europe. We are committed to continuing to find ways to deliver enhanced earnings for our shareholders through these types of arrangements and other capital structure improvements,” concluded Virgulak.


General Cable (NYSE:BGC), headquartered in Highland Heights, Kentucky, is a leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, specialty and communications markets. Visit our website at www.GeneralCable.com.


Certain statements in this press release, including without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company’s or management’s beliefs, expectations or opinions, are forward-looking statements. Actual results may differ materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. Such factors include economic and political consequences resulting from the September 2001 terrorist attack and the war with Iraq, domestic and local country price competition, particularly in certain segments of the power cable market and other competitive pressures; general economic conditions, particularly in construction; changes in customer or distributor purchasing patterns in our business segments; the Company’s abil ity to increase manufacturing capacity and productivity; the financial impact of any future plant closures; the Company’s ability to successfully complete and integrate acquisitions and divestitures; the Company’s ability to negotiate extensions of labor agreements on acceptable terms; the Company’s ability to service debt requirements and maintain adequate domestic and international credit facilities and credit lines; the Company’s ability to pay dividends on its preferred stock; the impact of unexpected future judgments or settlements of claims and litigation; the Company’s ability to achieve target returns on investments in its defined benefit plans; the Company’s ability to avoid limitations on utilization of net losses for income tax purposes; the cost of raw materials, including copper and aluminum; the Company’s ability to increase its selling prices during periods of increasing raw material costs; the impact of foreign currency fluctuations; the impact of technologi cal changes; and other factors which are discussed in the Company's Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005, as well as periodic reports filed with the Commission.

###

Release No. 0485

10/13/05




EX-99 3 f20051013ex992.htm 99.2 OCTOBER 10, 2005 PRESS RELEASE General Cable Corporation






General Cable Corporation                    

Exhibit 99.2


CONTACT:

Christopher F. Virgulak

FOR IMMEDIATE RELEASE

                      

     Chief Financial Officer

October 10, 2005

(859) 572-8684


General Cable Corporation Reaches Agreement in Principle to Acquire a Global Leader in High Voltage Energy Cable Systems


HIGHLAND HEIGHTS, KENTUCKY, October 10, 2005 - General Cable Corporation (NYSE: BGC) announced today that it has reached an agreement in principle to acquire the wire and cable manufacturing business of SAFRAN SA, a diverse, global high technology company.  The business to be acquired has historically gone to market under the names Silec and Sagem.  Silec is based in Montereau, France and employs 1,000 associates with nearly a million square feet of manufacturing space in that location.  Silec is recognized as a global leader in the design, engineering and installation of high voltage underground links.  The company is also among the top three producers of energy and industrial cables for the French market.


In 2004, the company reported global sales of approximately 210 million Euros with about 60% derived from the sale of energy cables.  Subject to closing adjustments, the consideration to be paid for the acquisition would be approximately 75 million Euros, which includes about 65 million Euros for the net working capital.  Funding for the transaction is expected to come from available cash and a new term loan in Europe. The transaction is expected to close during the fourth quarter of 2005 and is subject to certain conditions, including regulatory approval and consultation with the French Works Council.


According to Gregory B. Kenny, General Cable’s Chief Executive Officer, “The prospective Silec acquisition will be consistent with our strategy to expand our position in the $8 billion global energy cable market.  We expect this market to enter a period of net investment as developed countries renew spending on the energy infrastructure and grid interconnections.  At the same time, major developing countries have begun accelerated electrical network deployment as a key requisite to sustained economic growth.”


“Silec brings a record of more than 70 years of successful energy cable systems integration projects throughout the world.  The name is synonymous with engineering excellence and innovative systems solutions.  With successful installation up to 500 KV, Silec is an acknowledged leader in materials science specific to cabling and interconnections in the most extreme applications,” said Kenny.


“General Cable would bring to Silec a strong culture of continuous improvement leveraging its 25 manufacturing locations globally as well as enhanced market access in the Americas and Asia Pacific.  Silec is expected to be marginally accretive in 2006 as industrial synergies and best practices are fully explored.  At the same time, General Cable will continue to look for additional ways to expand its presence in the energy sector both geographically as well as from a product and services standpoint,” said Kenny.


Domingo Goenaga, CEO of General Cable Europe, noted that “Silec’s core strengths are very complementary to General Cable’s, which should help improve overall group profitability in a demanding regional market. I have also been very impressed with Silec’s innovativeness in product design and the ability to manufacture to a great variety of global industrial, communications and energy cable specifications.  General Cable Europe has much to learn from the Silec associates,” concluded Goenaga.


General Cable (NYSE:BGC), headquartered in Highland Heights, Kentucky, is a leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, specialty and communications markets. Visit our website at www.GeneralCable.com.

SAFRAN is an international high-technology group with four core businesses: propulsion, communications, equipment, defense security. It has 56,000 employees in over 30 countries, and annual revenues exceeding 10 billion euros. The SAFRAN group comprises a number of companies with prestigious brand names, and holds, alone or in partnership, global or European leadership positions in all of its markets.

Certain statements in this press release, including without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company's or management's beliefs, expectations or opinions, are forward-looking statements. Actual results may differ materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. Such factors include economic and political consequences resulting from the September 2001 terrorist attack and the war with Iraq, domestic and local country price competition, particularly in certain segments of the power cable market and other competitive pressures; general economic conditions, particularly in construction; changes in customer or distributor purchasing patterns in our business segments; the Company's ability to increase manufacturing capacity and productivity; the financial impact of any future plant closures; the Company's ability to successfully complete and integrate acquisitions and divestitures; the Company's ability to negotiate extensions of labor agreements on acceptable terms; the Company's ability to service debt requirements and maintain adequate domestic and international credit facilities and credit lines; the Company's ability to pay dividends on its preferred stock; the impact of unexpected future judgments or settlements of claims and litigation; the Company's ability to achieve target returns on investments in its defined benefit plans; the Company's ability to avoid limitations on utilization of net losses for income tax purposes; the cost of raw materials, including copper and aluminum; the Company's ability to increase its selling prices during periods of increasing raw material costs; the impact of foreign currency fluctuations; the impact of technological changes; and other factors which are discussed in the Company's Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005, as well as periodic reports filed with the Commission.

###


Release No.0484

10/10/2005







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