0000886035-15-000067.txt : 20150929 0000886035-15-000067.hdr.sgml : 20150929 20150929172254 ACCESSION NUMBER: 0000886035-15-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150929 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20150929 DATE AS OF CHANGE: 20150929 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: 151131593 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 8595728000 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 8-K 1 form8-k09292015.htm FORM 8-K 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): September 29, 2015
 
General Cable Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
(State of incorporation)
001-12983
(Commission File Number)
06-1398235
(IRS Employer Identification No.)
 
 
 
4 Tesseneer Drive  
Highland Heights, Kentucky 41076-9753
(Address of principal executive offices, including zip code)
 
 
 
(859) 572-8000
(Registrant’s telephone number, including area code)
 
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 (see General Instruction A.2 below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


Item 1.02    Termination of a Material Definitive Agreement.
General Cable Corporation (the “Company”) previously announced that it had entered into a Purchase Agreement (the “Purchase Agreement”) with MM Logistics Co., Ltd., a Thai incorporated company (“MML”) related to the sale of the Company’s operations in each of Australia, China, New Zealand and Thailand (collectively, the “Asia Pacific operations”). As previously announced, the closing with respect to the Company’s operations in Thailand occurred on August 31, 2015 for cash consideration of approximately $88 million. The closing of the sale of the Thailand operations was the first of a two-step closing process. The Company had also previously announced that it expected to close on the second step of its two-step closing for its remaining Asia Pacific operations by September 30, 2015.
On September 29, 2015, the Company received notice from MML alleging that certain closing conditions in the Purchase Agreement were unsatisfied or incapable of satisfaction and purportedly terminating the Purchase Agreement pursuant to Section 8.1. The Company believes that MML’s failure to close on the remaining Asia Pacific operations and MML’s purported termination of the Purchase Agreement is itself a material breach of the Purchase Agreement. The reporting of this event under Item 1.02 does not constitute an acknowledgment by the Company that the Purchase Agreement has been properly terminated. The Company is considering all of its options against MML under the Purchase Agreement, at law and in equity.
The material terms of the Purchase Agreement were summarized in the Company’s Current Report on Form 8-K filed on June 30, 2015. Such summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015.

2

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
 
 
 
September 29, 2015
By:
/s/ EMERSON C. MOSER
 
 
Emerson C. Moser
 
 
Senior Vice President, General Counsel and Corporate Secretary

3