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): March 15, 2007

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:

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 1.01. Entry into a Material Definitive Agreement.

     On March 15, 2007, in connection with the previously announced tender offer and consent solicitation (the “Tender Offer and Consent Solicitation”) by General Cable Corporation (the “Company”) with respect to the Company’s 9.5% Senior Notes due 2010 (the “Senior Notes”), the Company, the subsidiaries of the Company acting as guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into a supplemental indenture (the “Supplemental Indenture”), which supplements the Indenture dated as of November 24, 2003, among the Company, the Guarantors referred to therein and the Trustee (the “Indenture”).

     The Supplemental Indenture effects certain amendments to the Indenture proposed in connection with the Tender Offer and Consent Solicitation that will eliminate substantially all of the Indenture’s restrictive covenants. The Supplemental Indenture became effective upon its signing by the parties thereto, but the amendments set forth therein will become operative only upon the acceptance for purchase by the Company of the Senior Notes validly tendered pursuant to the terms of the Tender Offer and Consent Solicitation which is expected to occur on March 21, 2007.

     This summary of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture attached as Exhibit 4.1 hereto, which is incorporated herein by reference.

     On March 15, 2007, the Company and the Guarantors entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the initial purchasers named in Schedule I to the Purchase Agreement (i) $125.0 million in aggregate principal amount of senior floating rate notes due 2015 and (ii) $200.0 million in aggregate principal amount of senior fixed rate notes due 2017 (collectively, the “Notes”).

     The Purchase Agreement includes customary representations and warranties and covenants by the Company, including indemnification and contribution covenants.

     This summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement attached as Exhibit 4.2 hereto, which is incorporated herein by reference.

Item 8.01. Other Events.

     On March 15, 2007, the Company issued a press release announcing the receipt of the requisite consents in connection with the Tender Offer and Consent Solicitation and the pricing terms of the tender offer. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     On March 15, 2007, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

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4.1 Supplemental Indenture dated as of March 15, 2007, among the Company, the Guarantors referred to therein and the Trustee.

4.2 Purchase Agreement dated as of March 15, 2007, among the Company, the Guarantors referred to therein and the Initial Purchasers (to be filed supplementally).

99.1 Press Release, dated March 15, 2007.

99.2 Press Release, dated March 15, 2007.

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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
Date: March 15, 2007	By:	/s/ Robert J. Siverd
		Name:	Robert J. Siverd
		Title:	Executive Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Supplemental Indenture dated as of March 15, 2007, among the Company, the Guarantors referred to therein and the Trustee.
4.2	Purchase Agreement dated as of March 15, 2007, among the Company, the Guarantors referred to therein and the Initial Purchasers (to be filed supplementally).
99.1	Press Release, dated March 15, 2007.
99.2	Press Release, dated March 15, 2007.

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EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

     THIS SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of March 15, 2007, by and among General Cable Corporation, a Delaware corporation (“General Cable” or the “Company”), the Guarantors names on Schedule A hereto (collectively, the “Subsidiary Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company, certain of the Subsidiary Guarantors (the “Guarantors”) and the Trustee have heretofore executed and delivered an Indenture, dated as of November 24, 2003 (the “Indenture”), pursuant to which the Company issued $285,000,000 in aggregate principal amount of its 9.50% Senior Notes due 2010 (the “Notes”); and

     WHEREAS, the Company and the Guarantors propose to amend the Indenture (the “Proposed Amendments”), to remove substantially all of the restrictive covenants; and

     WHEREAS, the Company commenced a tender offer (the “Offer”) to purchase any and all of the Notes pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of March 6, 2007; and

     WHEREAS, in connection with the Offer, the Company solicited the consent of the holders of the Notes for the Proposed Amendments; and

     WHEREAS, Section 8.02 of the Indenture provides that the Company, the Guarantors and the Trustee may, with the written consent and direction of the holders of at least a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consent”) enter into a supplemental indenture for the purpose of amending the Indenture; and

     WHEREAS, the Trustee has received the Requisite Consent to effect an amendment to the Indenture pursuant to 8.02 of the Indenture and the documents described in Section 8.06 of the Indenture; and

     WHEREAS, each of the Company and the Guarantors has been authorized by a resolution of its respective Board of Directors to enter into this Supplemental Indenture; and

     WHEREAS, all other acts and proceedings required by law, by the Indenture and by the amended and restated certificate of incorporation and amended and restated by-laws, or other governing documents, of the Company and the Guarantors to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed; and

     WHEREAS, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

     WHEREAS, following the execution and delivery of this Supplemental Indenture, the Proposed Amendments will become operative on the date (the “Operative Date”) on which the Company accepts for purchase Notes validly tendered, and not withdrawn in the Offer (the “Tender Offer Condition”); and

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     WHEREAS, the terms of this Supplemental Indenture shall be null and void, and of no further force or effect, and the Proposed Amendments shall not become operative if the Tender Offer Condition does not occur.

     NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the holders of the Notes, the Company, the Subsidiary Guarantors and the Trustee, intending to be legally bound, hereby agree as follows:

ARTICLE ONE

Section 1.01 Definitions.

     Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE TWO

Section 2.01 Amendment of Indenture

     Effective as of the Operative Date, this Supplemental Indenture amends the Indenture as provided for herein. The Company, the Guarantors and the Trustee acknowledge and agree that no amendment or waiver of the provisions described in Section 8.02 (1) through (2) of the Indenture as requiring the consent of each affected Holder has been made hereby. If the Operative Date does not occur on or prior to the date that is sixty (60) days following the date of this Supplemental Indenture, then the terms of this Supplemental Indenture shall be null and void and the Indenture shall continue in full force and effect without any modification hereby.

Section 2.02 Amendment of Article Four of the Indenture

     Pursuant to Section 8.02 of the Indenture, the provisions of Article Four of the Indenture are hereby amended as follows:

     (a) the covenant contained in Section 4.03 of the Indenture entitled “Legal Existence” is amended in its entirety to read as follows:

          Section 4.03 [Intentionally Omitted]

     (b) the covenant contained in Section 4.04 of the Indenture entitled “Maintenance of Properties; Insurance; Compliance with Law” is amended in its entirety to read as follows:

          Section 4.04 [Intentionally Omitted]

     (c) the covenant contained in Section 4.06 of the Indenture entitled “Compliance Certificate” is amended in its entirety to read as follows:

          Section 4.06 [Intentionally Omitted]

     (d) the covenant contained in Section 4.07 of the Indenture entitled “Taxes” is amended in its entirety to read as follows:

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          Section 4.07 [Intentionally Omitted]

     (e) the covenant contained in Section 4.08 of the Indenture entitled “Repurchase at the Option of Holders upon a Change in Control” is amended in its entirety to read as follows:

          Section 4.08 [Intentionally Omitted]

     (f) the covenant contained in Section 4.09 of the Indenture entitled “Limitation on Restricted Payments” is amended in its entirety to read as follows:

          Section 4.09 [Intentionally Omitted]

     (g) the covenant contained in Section 4.10 of the Indenture entitled “Limitation on Indebtedness and Issuance of Disqualified Capital Stock” is amended in its entirety to read as follows:

“(a) [Intentionally Omitted]

(b) [Intentionally Omitted]

(c) [Intentionally Omitted]

(d) Section 4.10. None of the Company or any Guarantor shall, directly or indirectly, Incur any Indebtedness that by its terms (or by the terms of any agreement governing such Indebtedness) would be expressly subordinate or junior in right of payment in any respect to any other Indebtedness unless such Indebtedness is also by its terms (or by terms of any agreement governing such Indebtedness) subordinate or junior in right of payment to the Notes or the Guarantees, as applicable, at least to the same extent such Indebtedness is subordinated or junior in right of payment to such other Indebtedness.”

     (h) the covenant contained in Section 4.11 of the Indenture entitled “Limitation on Sales of Assets” is amended in its entirety to read as follows:

          Section 4.11 [Intentionally Omitted]

     (i) the covenant contained in Section 4.12 of the Indenture entitled “Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries” is amended in its entirety to read as follows:

          Section 4.12 [Intentionally Omitted]

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     (j) the covenant contained in Section 4.13 of the Indenture entitled “Limitation on Transactions with Affiliates” is amended in its entirety to read as follows:

          Section 4.13 [Intentionally Omitted]

     (k) the covenant contained in Section 4.14 of the Indenture entitled “Limitation on Designations of Unrestricted Subsidiaries” is amended in its entirety to read as follows:

          Section 4.14 [Intentionally Omitted]

     (l) the covenant contained in Section 4.15 of the Indenture entitled “Limitation on Liens” is amended in its entirety to read as follows:

          Section 4.15 [Intentionally Omitted]

     (m) the covenant contained in Section 4.16 of the Indenture entitled “Limitations on Sale/Leaseback Transactions” is amended in its entirety read as follows:

          Section 4.16 [Intentionally Omitted]

     (n) the covenant contained in Section 4.17 of the Indenture entitled “Subsidiary Guarantees” is amended in its entirety to read as follows:

          Section 4.17 [Intentionally Omitted]

     (o) the covenant contained in Section 4.18 entitled “Provisions of Financial Information” is amended in its entirety to read as follows:

          Section 4.18 [Intentionally Omitted]

     (p) the covenant contained in Section 4.19 of the Indenture entitled “Limitation on Capital Stock of Restricted Subsidiaries” is amended in its entirety to read as follows:

          Section 4.19 [Intentionally Omitted]

ARTICLE THREE

Section 3.01 Privileges and Immunities of Trustee.

     The Trustee accepts the amendment of the Indenture effected by this Supplemental Indenture but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. The Trustee shall not be responsible for the adequacy or sufficiency of the Supplemental Indenture, for the due execution thereof by the Company and the Guarantors or for the recitals contained herein, which are the Company’s and the Guarantors’ responsibilities.

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ARTICLE FOUR

Section 4.01 Effectiveness of the Supplemental Indenture.

     The provisions of this Supplemental Indenture will take effect immediately upon execution and delivery thereof by the parties hereto provided that the Proposed Amendments become operative on the Operative Date of this Supplemental Indenture. If the Tender Offer Condition does not occur, the terms of this Supplemental Indenture shall be null and void.

Section 4.02 Continuing Effect of Indenture.

     Except as expressly provided herein, all of the terms, provisions and conditions of the Indenture and the Notes outstanding thereunder shall remain in full force and effect.

Section 4.03 Construction of Supplemental Indenture.

     This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.04 Trust Indenture Act Controls.

     If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended, as in force at the date this Supplemental Indenture is executed, the provision required by said Act shall control.

Section 4.05 Trustee Disclaimer.

     The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 4.06 Counterparts.

     This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[SIGNATURES ON NEXT PAGE]

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

GENERAL CABLE CORPORATION
By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and Secretary
GENCA CORPORATION GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE MANAGEMENT LLC GENERAL CABLE OVERSEAS HOLDINGS, INC. GENERAL CABLE TECHNOLOGIES CORPORATION GENERAL CABLE TEXAS OPERATIONS L.P. GK TECHNOLOGIES, INCORPORATED DIVERSIFIED CONTRACTORS, INC. MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY
By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and Secretary
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Robert T. Jones
	Name:	Robert T. Jones
	Title:	Vice President

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SCHEDULE “A”

SUBSIDIARY GUARANTORS

GENCA CORPORATION

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE MANAGEMENT LLC

GENERAL CABLE OVERSEAS HOLDINGS, INC.

GENERAL CABLE TECHNOLOGIES CORPORATION

GENERAL CABLE TEXAS OPERATIONS L.P.

GK TECHNOLOGIES, INCORPORATED

DIVERSIFIED CONTRACTORS, INC.

MARATHON MANUFACTURING HOLDINGS, INC.

MARATHON STEEL COMPANY

MLTC COMPANY

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EX-99.1

Exhibit 99.1

CONTACT:	Michael P. Dickerson	FOR IMMEDIATE RELEASE
	Vice President of Finance and	March 15, 2007
	Investor Relations
	(859) 572-8684

General Cable Announces Pricing of Tender Offer and Satisfaction of Consent Condition
in the Tender Offer for 9.5% Senior Notes due 2010

HIGHLAND HEIGHTS, KENTUCKY — March 15, 2007 — General Cable Corporation (the “Company”), (NYSE:BGC), announced today the pricing terms of the previously announced tender offer and consent solicitation for any and all of its outstanding 9.5% Senior Notes due 2010 (the “Notes”), which commenced March 6, 2007.

The Company currently expects to accept for payment all of the Notes validly tendered prior to the Consent Expiration (as defined below), subject to the satisfaction of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 6, 2007 (the “Offer to Purchase”), on March 21, 2007 (the “Early Payment Date”). Accordingly, the total consideration for the Notes is being determined assuming payment on the Early Payment Date. The total consideration for each $1,000 principal amount of Notes validly tendered and not revoked prior to 5:00 p.m., New York City time, on March 15, 2007 (the “Consent Expiration”) is $1,070.72, which includes a consent payment of $30.00 (the “Consent Payment”). The total consideration was determined by reference to a fixed spread of 50 basis points over the yield to maturity of the 3.000% U.S. Treasury Notes due November 15, 2007, which was calculated based on the bid side price at 2:00 p.m., New York City time, on March 13, 2007. The reference yield and the tender offer yield are 5.030% and 5.530%, respectively. Holders of Notes tendered prior to the Consent Expiration will receive accrued and unpaid interest on the Notes, if any, from the last interest payment date up to, but not including, the Early Payment Date.

Holders validly tendering their Notes after the Consent Expiration, but on or prior to 5:00 p.m., New York City time, on April 2, 2007, unless extended, will receive the tender offer consideration of $1,039.56 per $1,000 principal amount of Notes tendered, but will not receive the Consent Payment when such Notes are accepted for payment by the Company. The Company currently expects to accept such Notes for payment on April 3, 2007 (the “Final Payment Date”). Holders of Notes tendered after the Consent Expiration will receive accrued and unpaid interest on the notes, if any, from the last interest payment date up to, but not including, the Final Payment Date.

The Company also announced that it has received consents from holders representing in excess of a majority in aggregate principal amount of outstanding Notes and that the consent condition related to the pending tender offer has been satisfied. Following receipt of the consents

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described above, the Company, certain of its subsidiaries and U.S. Bank National Association, as trustee, executed a supplemental indenture to the indenture governing the Notes providing for the amendments to the indenture described in the Offer to Purchase and the related Consent and Letter of Transmittal dated March 6, 2007 (collectively, the “Tender Offer Documents”). These amendments will become operative on the date that the Company accepts for purchase the Notes that are validly tendered in the tender offer which is expected to be the Early Payment Date. As of 5:00 p.m., New York City time, on March 15, 2007, approximately 98% of the outstanding principal amount of the Notes have been validly tendered.

The tender offer is scheduled to expire at 12:00 p.m. midnight, New York City time, on April 2, 2007, unless extended.

The obligation of the Company to accept for payment and purchase the Notes in the tender offer, and pay for the related consents, remains conditioned on, among other things, the completion of a new offering of notes (the “New Offering”), as described in more detail in the Tender Offer Documents.

This press release does not constitute an offer to buy or the solicitation of an offer to sell any of the Notes, described above. The tender offer is being made pursuant to the Tender Offer Documents. The Company retained Goldman, Sachs & Co. to serve as the exclusive Dealer Manager and Solicitation Agent for the tender offer and D.F. King & Co., Inc. to serve as the Information Agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at 800-714-3313 (toll-free). Questions regarding the tender offer and consent solicitation may be directed to Goldman, Sachs & Co. at 800-828-3182 (toll-free) or (212) 357-0775.

With nearly $3.7 billion of revenues and 7,900 employees, General Cable (NYSE:BGC) is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, 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 the Company’s ability to maintain access to the capital markets to finance (on terms favorable to the Company) the purchases of the notes tendered in the offer, reliance on dividends and other transfers from subsidiaries to repay indebtedness, ability to serve outstanding indebtedness, the Company’s failure to comply with covenants in existing and future financing arrangements, covenants contained in existing indebtedness that restrict the Company’s business operations, downgrade in the Company’s credit ratings, ability to repurchase outstanding notes, ability to pay the conversion price on convertible notes, the economic strength and competitive nature of the geographic markets that the Company serves; economic, political and other risks of maintaining facilities and selling products in foreign countries; changes in industry standards and regulatory requirements; advancing technologies, such as fiber optic and wireless technologies; volatility in the price of copper and other raw materials, as well as fuel and energy and the Company’s ability to reflect such volatility in its selling prices; interruption of supplies from the Company’s key suppliers; the failure to negotiate extensions of the Company’s labor agreements on acceptable terms; the Company’s ability to increase manufacturing capacity and achieve productivity improvements; the Company’s dependence upon distributors and retailers for non-exclusive sales of certain of the Company’s products; pricing pressures in the Company’s end markets; the Company’s ability to maintain the uncommitted accounts payable or

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accounts receivable financing arrangements in its European operations; the impact of any additional charges in connection with plant closures and the Company’s inventory accounting practices; the impact of certain asbestos litigation, unexpected judgments or settlements and environmental liabilities; the ability to successfully identify, finance and integrate acquisitions; the impact of terrorist attacks or acts of war which may affect the markets in which the Company operates; the Company’s ability to retain key employees; the Company’s ability to service debt requirements and maintain adequate domestic and international credit facilities and credit lines; the impact on the Company’s operating results of its pension accounting practices; the Company’s ability to avoid limitations on utilization of net losses for income tax purposes; volatility in the market price of the Company’s common stock all of which are more fully discussed in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2007, as well as any current and periodic reports filed with the Commission. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The New Offering will not be registered under the Securities Act of 1933, as amended, and as a result, such securities may not be offered or resold absent registration or an applicable exemption.

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Release No. 0534
03/15/07

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EX-99.2

Exhibit 99.2

CONTACT:	Michael P. Dickerson	FOR IMMEDIATE RELEASE
	Vice President of Finance and	March 15, 2007
	Investor Relations
	(859) 572-8684

General Cable Announces Pricing of $325.0 Million of Senior Notes

HIGHLAND HEIGHTS, KENTUCKY — March 15, 2007 — General Cable Corporation (the “Company”), (NYSE:BGC), announced today the pricing of its offering of $325.0 million in aggregate principal amount of senior notes, comprised of $200.0 million of senior fixed rate notes due 2017 (the “Senior Fixed Notes”) and $125.0 million of senior floating rate notes due 2015 (the “Senior Floating Notes” and together with the Senior Fixed Notes, the “Notes”). The Company intends to use a substantial portion of the net proceeds from the sale of the Notes to purchase any and all of its outstanding 9.5% Senior Notes due 2010 pursuant to its concurrent tender offer and consent solicitation announced on March 6, 2007.

Interest on the Senior Floating Rate Notes is payable in cash on a quarterly basis and will accrue at the three month LIBOR rate plus 237.5 basis points. Interest on the Senior Fixed Rate Notes is payable in cash on a semi annual basis and will accrue at a rate of 7.125% per annum.

The Notes will be general unsecured obligations of the Company, and will be guaranteed on an unsecured senior basis by certain of the Company’s existing and future domestic subsidiaries.

The offering of the Notes is being made by means of a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes have not been registered under the Securities Act or applicable state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 the Company’s ability to maintain access to the capital markets to finance (on terms favorable to the Company) the

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purchases of the notes tendered in the offer, reliance on dividends and other transfers from subsidiaries to repay indebtedness, ability to serve outstanding indebtedness, the Company’s failure to comply with covenants in existing and future financing arrangements, covenants contained in existing indebtedness that restrict the Company’s business operations, downgrade in the Company’s credit ratings, ability to repurchase outstanding notes, ability to pay the conversion price on convertible notes, the economic strength and competitive nature of the geographic markets that the Company serves; economic, political and other risks of maintaining facilities and selling products in foreign countries; changes in industry standards and regulatory requirements; advancing technologies, such as fiber optic and wireless technologies; volatility in the price of copper and other raw materials, as well as fuel and energy and the Company’s ability to reflect such volatility in its selling prices; interruption of supplies from the Company’s key suppliers; the failure to negotiate extensions of the Company’s labor agreements on acceptable terms; the Company’s ability to increase manufacturing capacity and achieve productivity improvements; the Company’s dependence upon distributors and retailers for non-exclusive sales of certain of the Company’s products; pricing pressures in the Company’s end markets; the Company’s ability to maintain the uncommitted accounts payable or accounts receivable financing arrangements in its European operations; the impact of any additional charges in connection with plant closures and the Company’s inventory accounting practices; the impact of certain asbestos litigation, unexpected judgments or settlements and environmental liabilities; the ability to successfully identify, finance and integrate acquisitions; the impact of terrorist attacks or acts of war which may affect the markets in which the Company operates; the Company’s ability to retain key employees; the Company’s ability to service debt requirements and maintain adequate domestic and international credit facilities and credit lines; the impact on the Company’s operating results of its pension accounting practices; the Company’s ability to avoid limitations on utilization of net losses for income tax purposes; volatility in the market price of the Company’s common stock all of which are more fully discussed in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2007, as well as any current and periodic reports filed with the Commission. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Release No. 0534
03/15/07

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