8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported):  November 18, 2005

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)

Delaware	001-12983	06-1398235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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 November 18, 2005, the Company issued a press release announcing that its subsidiary, Groupo General Cable Sistemas, S. A., as Purchaser, had executed a definitive Share Purchase Agreement dated as of November 18, 2005 (“Share Purchase Agreement”) with Safran SA, a French corporation, and Sagem Communication, a French corporation, as Seller, for the acquisition of the Cables Division of Sagem Communication.  The press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Under the Share Purchase Agreement, Purchaser will purchase the shares of a new company to be formed (“Newco”), which will have received via contribution the assets of the Cables Division and certain specified liabilities included in a final closing balance sheet prepared under a set of accounting principles agreed to by the parties (“Agreed Accounting Principles”). There are certain assets excluded under the terms of the Share Purchase Agreement.  In addition, there are certain excluded liabilities which will remain the responsibility of the Seller, including liability for certain types of litigation and environmental claims and intercompany debt.  Consideration for the purchase of the shares of Newco will be made in euros and based on the closing net equity determined under the Agreed Accounting Princip les.  It is expected that the amount of purchase consideration will be approximately 75 million euros, subject to adjustment.  The adjustment, if any, will be determined after closing under the process provided for in the Share Purchase Agreement based on the net equity shown in the closing balance sheet. 

Closing of the purchase of shares under the Share Purchase Agreement is subject to conditions, among other things, concerning material accuracy of representations and warranties of the parties, receipt of clearances from national competition authorities in Spain and Portugal, the absence of any material adverse change relating to the Cables Division , the absence of any law or injunction prohibiting or preventing the transaction, and the transfer of certain material contracts to the Purchaser.

Further, under the Share Purchase Agreement, Safran, as guarantor, generally agrees to indemnify the Purchaser in respect of losses of Purchaser and related companies (“Purchaser Group”) from breaches of representations and warranties and product liability losses and liability for taxes as provided in the Share Purchase Agreement subject to certain terms and conditions up to a limit of 8mm euros.  In addition, Safran will indemnify Purchaser Group for environmental losses up to 4mm euros on a proportional basis over five years and for losses related to uncollected accounts receivable up to 9mm euros less amounts reserved for such receivables in a two year period.  Safran will also indemnify the Purchaser Group for the full amount of losses related to excluded liabilities described above.  Separately, Purchaser will indemnify Safran and Seller against certain breaches of representations and warranties, and with respect to liabilities contributed to Newco without limitation after the closing date specified in the Share Purchase Agreement.    

In addition, Safran has agreed to make available transition services to the Purchaser for a period of up to three years, which include information technology, invoicing and other services.  

The Share Purchase Agreement may be terminated by mutual agreement of the parties and if conditions to closing have not been satisfied within 180 days of the date of execution.  The Share Purchase Agreement also may be terminated in case competition authorities prohibit or enjoin the transaction or a material part of the transaction.

Lastly, as part of the transaction the Company agreed to guarantee the obligations of the Purchaser under the Share Purchase Agreement and related agreements.

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 Exhibit accompanying this Report is 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

November 18, 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	Press Release	Filed Herewith

EX-99

General Cable Corporation

CONTACT:

Michael P. Dickerson

FOR IMMEDIATE RELEASE

Vice President of Finance and

         November 18, 2005

Investor Relations

(859) 572-8684

GENERAL CABLE EXECUTES SILEC PURCHASE AGREEMENT

HIGHLAND HEIGHTS, KENTUCKY, November 18, 2005 – General Cable Corporation (NYSE: BGC) global supplier of wire and cable products for the energy, specialty, industrial, and communications markets, today announced the execution of the definitive Share Purchase Agreement for the acquisition of the Silec energy cable business of SAFRAN SA. 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.

The transaction is expected to close before the end of the year, and is subject to customary closing conditions, including regulatory approval. “We look forward to the opportunity to create value through the combination of General Cable’s worldwide sales and marketing reach and lean manufacturing techniques and Silec’s technical expertise in the high-end energy transmission cable business,” said Domingo Goenaga, President and Chief Executive Officer of General Cable Europe.

The purchase will be completed by General Cable subsidiary Grupo General Cable Sistemas, S.A. General Cable Corporation will guarantee performance of the obligations under the Share Purchase Agreement.

Silec is recognized as a global leader in the design, engineering and installation of high voltage underground links.  The company is also among the major producers of energy and industrial cables for the European market. 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.

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, economic consequences arising from natural disasters and other similar catastrophes, such as floods, earthquakes, hurricanes and tsunamis; domestic and local country price competition, particularly in certain segments of the power cable market and other competitive pressures; general economic con ditions, 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 and availability of raw materials, including copper, aluminum and petrochemicals, generally and as a consequence of hurricanes Katrina and Rita; 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.

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Release No. 0489

11/18/05