S-4

As filed with the Securities and Exchange Commission on November 9, 2005

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3357
(Primary Standard Industrial
Classification Code Number) 06-1398235
(I.R.S. Employer
Identification Number)

General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

(859) 572-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert J. Siverd

Executive Vice President, General Counsel and Secretary

General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Alan H. Lieblich, Esquire
Jeffrey M. Taylor, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
(215) 569-5500 Robert Evans III, Esquire
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022-6069
(212) 848-4000

          Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
Title of Each Class of	Amount To Be	Offering Price	Aggregate	Amount of
Securities To Be Registered	Registered(1)	Per Share(2)	Offering Price(3)	Registration Fee(4)
Common Stock, $0.01 par value per share	10,345,395	$16.60	$171,750,537	$20,215.04
Total	10,345,395	$16.60	$171,750,537	$20,215.04

(1)	This Registration Statement registers the maximum number of shares of the Registrant’s common stock, $0.01 par value per share, that may be issued in connection with the conversion offer by the Registrant for up to 2,069,907 shares of the Registrant’s outstanding 5.75% Series A Redeemable Convertible Preferred Stock (the “Preferred Stock”). Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), such number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued or become issuable in connection with stock splits, stock dividends, recapitalizations or similar events.
(2)	Calculated by dividing the proposed maximum aggregate offering price of $171,750,537 by 10,345,395, which is the maximum number of shares of common stock that may be issued pursuant to the conversion offer.
(3)	Estimated solely for purpose of calculating the registration fee pursuant to Rules 457(c), (f)(1) and (f)(3) under the Securities Act of 1933 based on the difference between (a) the product of (i) $91.00, which is the average of the high and low bid and ask prices of the Preferred Stock on the over-the-counter market on November 4, 2005, and (ii) 2,069,907, which represents the maximum number of shares of Preferred Stock sought in the conversion offer, and (b) $16,611,000, which represents the maximum aggregate amount of cash to be paid by the Registrant in the conversion offer.
(4)	The amount of the filing fee has been calculated in accordance with Section 6(b) of the Securities Act and is equal to $117.70 for each $1,000,000 of the Proposed Maximum Aggregate Offering Price.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this conversion offer prospectus is not complete and may be changed. You may not receive securities in the conversion offer until the registration statement filed with the Securities and Exchange Commission is effective. This conversion offer prospectus is not an offer to convert or exchange these securities and is not soliciting an offer to convert or exchange these securities in any state where the offer, conversion or exchange is not permitted.

CONVERSION OFFER PROSPECTUS

General Cable Corporation

Offer to Pay a Cash Premium

Upon the Conversion of

General Cable Corporation’s

5.75% Series A Redeemable Convertible Preferred Stock

(CUSIP Nos. 369300207 and 369300306)

into General Cable Corporation Common Stock

          We are offering to pay a cash premium to holders of our 5.75% Series A Redeemable Convertible Preferred Stock who elect to convert their shares of Series A preferred stock into shares of our common stock, $0.01 par value per share, in accordance with the terms and subject to the conditions described in this conversion offer prospectus and the accompanying letter of transmittal. As of November 4, 2005, 2,069,907 shares of Series A preferred stock were outstanding.

          Each share of Series A preferred stock is currently convertible into 4.998 shares of common stock, which is equivalent to a conversion price of approximately $10.004 per share, subject to potential adjustments. Holders who surrender their shares of Series A preferred stock for conversion on or before 5:00 p.m., New York City time, on December 9, 2005 will receive, subject to adjustment, the following consideration for each share of Series A preferred stock surrendered:

• a cash premium of $7.88;

• 4.998 shares of common stock, less any fractional shares; and

• accrued, unpaid and accumulated dividends from November 24, 2005 to the date immediately preceding the settlement date of the conversion, payable in cash.

This offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless
extended or earlier terminated.

          The cash premium will be $7.88 per share of Series A preferred stock, subject to adjustment as provided in this conversion offer prospectus. This premium is in addition to the shares of common stock you would otherwise be entitled to receive upon conversion of the Series A preferred stock. We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock. Instead, we will pay a cash adjustment for such fractional shares based upon the market price of the common stock on the second business day before the settlement date of the conversion. If all shares of Series A preferred stock are converted in the conversion offer, we would be required to issue a total of 10,345,395 shares of common stock, assuming a conversion price of $10.004 per share.

          The Series A preferred stock is not listed on any national securities exchange and there is no established trading market for these shares. However, a substantial majority of the shares of Series A preferred stock are traded over-the-counter, and the remainder of these shares are traded on the PORTAL^SM system of The NASDAQ Stock Market, Inc. Our common stock is traded on the New York Stock Exchange under the symbol “BGC.” As of November 4, 2005, the average of the closing bid and asked price of the Series A preferred stock on the over-the-counter market was $91.00 per share. As of that date, the closing price of the common stock on the New York Stock Exchange was $17.00 per share. The shares of common stock to be issued in this conversion offer have been approved for listing on the New York Stock Exchange.

          Conversion of the Series A preferred stock and an investment in the common stock involves risks. See “Risk Factors” beginning on page 8 for a discussion of issues that you should consider with respect to this conversion offer.

          You must make your own decision whether to convert any shares of Series A preferred stock in this conversion offer, and, if so, the number of shares of Series A preferred stock to convert. Neither General Cable Corporation, the conversion agent, the information agent, the dealer manager nor any other person is making any recommendation as to whether you should convert your shares of Series A preferred stock in the conversion offer.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this conversion offer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The dealer manager for the conversion offer is:

Merrill Lynch & Co.

The date of this conversion offer prospectus is November 9, 2005

TABLE OF CONTENTS

	Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
SUMMARY		1
RISK FACTORS		8
QUESTIONS AND ANSWERS ABOUT THE CONVERSION OFFER		22
THE CONVERSION OFFER		29
MARKET FOR OUR COMMON STOCK AND SERIES A PREFERRED STOCK		37
COMPARISON OF RIGHTS BETWEEN THE SERIES A PREFERRED STOCK AND OUR COMMON STOCK		38
USE OF PROCEEDS		40
CAPITALIZATION		40
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS		41
SELECTED HISTORICAL FINANCIAL INFORMATION		42
DESCRIPTION OF OUR SERIES A PREFERRED STOCK		46
DESCRIPTION OF CAPITAL STOCK		65
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		69
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		74
INTERESTS OF DIRECTORS AND OFFICERS		75
DEALER MANAGER		75
INFORMATION AGENT		75
CONVERSION AGENT		76
FEES AND EXPENSES		76
LEGAL MATTERS		76
EXPERTS		76
MISCELLANEOUS		76
WHERE YOU CAN FIND MORE INFORMATION		77
EX-1.1
EX-5.1
EX-23.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5
EX-99.6

          As used in this conversion offer prospectus, except where the context otherwise requires or as otherwise indicated, “General Cable Corporation”, “General Cable,” the “company,” “we,” “our,” and “us” refer to General Cable Corporation and its subsidiaries. We refer to our 5.75% Series A Redeemable Convertible Preferred Stock as “Series A preferred stock.”

          This conversion offer prospectus incorporates important business and financial information about us that is not included in or delivered with this conversion offer prospectus. Information incorporated by reference is available without charge to holders of our Series A preferred stock upon written or oral request to us at General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753, Attention: Chief Financial Officer, or by telephone at (859) 572-8000. To obtain timely delivery, holders of Series A preferred stock must request the information no later than five business days before the date they must make their investment decision, or December 9, 2005, the present expiration date of the conversion offer, and deliver proper instructions prior to the expiration date of the conversion offer.

          You should rely only on the information contained or incorporated by reference in this conversion offer prospectus. We have not, and each of the dealer manager, the information agent and the conversion agent has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to convert these securities in any jurisdiction where the offer or conversion is not permitted. You should assume that the information in this conversion offer prospectus is accurate as of the date appearing on the front cover of this conversion offer prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This conversion offer prospectus and the documents incorporated by reference herein include forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. We commonly use forward-looking statements throughout this conversion offer prospectus and the documents incorporated by reference herein regarding the following subjects:

• this conversion offer;

• our business strategy, plans and objectives;

• our understanding of our competition;

• market trends;

• projected sources and uses of available cash flow;

• projected capital expenditures;

• our future financial results and performance;

• potential liability with respect to legal proceedings; and

• potential effects of proposed legislation and regulatory action.

          Actual results may differ materially from those statements as a result of factors, risks and uncertainties over many of which we have no control. These factors include, without limitation:

• economic and political consequences resulting from terrorist attacks 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 conditions, particularly in construction;

• changes in customer or distributor purchasing patterns in our business segments;

• our ability to increase manufacturing capacity and productivity;

• the financial impact of any future plant closures;

• our ability to successfully complete and integrate acquisitions and divestitures;

• our ability to negotiate extensions of labor agreements on acceptable terms and to successfully deal with any labor disputes;

• our ability to service, and meet all requirements under, our debt, and to maintain adequate domestic and international credit facilities and credit lines;

• our ability to pay dividends on our preferred stock;

• the impact of unexpected future judgments or settlements of claims and litigation;

• our ability to achieve target returns on investments in our defined benefit plans;

• our 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;

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• our ability to increase our selling prices during periods of increasing raw material costs;

• the impact of foreign currency fluctuations;

• the impact of technological changes; and

• other material factors.

          You should not place undue reliance on our forward-looking statements because the matters they describe are subject to risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and are applicable only as of the date on the cover of this conversion offer prospectus or, in the case of forward-looking statements incorporated by reference, as of the date of the filing that includes the statement. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Such factors include, without limitation, the following:

• those identified under “Risk Factors”;

• those identified from time to time in our public filings with the Securities and Exchange Commission;

• the negative impact of economic slowdowns or recessions;

• the effect of changes in interest rates;

• the condition of the markets for our products;

• our access to funding sources and our ability to renew, replace or add to our existing credit facilities on terms comparable to the current terms;

• the impact of new state or federal legislation or court decisions on our operations; and

• the impact of new state or federal legislation or court decisions restricting the activities of lenders or suppliers of credit in our market.

iii

SUMMARY

          The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere or incorporated by reference in this conversion offer prospectus as well as the information contained in the letter of transmittal and any amendments or supplements thereto. Because this is a summary, it may not contain all the information you should consider before deciding whether to accept our offer to convert your Series A preferred stock in the conversion offer. You should read this entire prospectus carefully, including the section entitled “Risk Factors,” before making your investment decision.

General Cable Corporation

          We are a Fortune 1000 company and a leading global developer and manufacturer in the wire and cable industry, an industry which is estimated to have had $82 billion in sales in 2004. We have leading market positions in the segments in which we compete due to our product, geographic and customer diversity and our ability to operate as a low-cost provider. We sell over 13,800 copper, aluminum and fiber optic wire and cable products, which we believe represent the most diversified product line of any U.S. manufacturer. As a result, we are able to offer our customers a single source for most of their wire and cable requirements. We manufacture our product lines in 25 facilities and sell our products worldwide through our operations in North America, Europe and in the Asia-Pacific region. Technical expertise and implementation of Lean Six Sigma strategies have allowed us to maintain our position as a low-cost provider.

          Our operations are divided into three main segments: energy, industrial & specialty and communications. The net sales in 2004 and for the first nine fiscal months of 2005 generated by each of our three main segments (as a percentage of our total company results) were 36% and 35%, respectively, for energy; 37% and 37%, respectively, for industrial & specialty; and 27% and 28%, respectively, for communications. We operate our business globally, with 66% of net sales in 2004 generated from North America and 34% from our international operations. For the first nine fiscal months of 2005, 67% of our net sales were generated from North America and 33% from our international operations. We estimate that we sold our products and services to customers in more than 77 countries as of September 30, 2005.

Purpose of the Conversion Offer

          We are offering to pay the consideration for the Series A preferred stock surrendered for conversion upon the terms and subject to the conditions set forth in this conversion offer prospectus and the related letter of transmittal. The conversion offer allows current holders of shares of Series A preferred stock to receive a cash premium, in addition to the shares of common stock that they would receive upon conversion of the Series A preferred stock. The conversion offer and the payment of the conversion consideration are conditioned upon, among other things, our obtaining an amendment to our existing senior secured credit facility to permit us to effect the conversion offer, as well as our ability to borrow the cash consideration for the conversion offer under this facility. We have already begun to have initial discussions with our lenders with respect to this amendment. See “The Conversion Offer — Conditions to the Conversion Offer.” The purposes of the conversion offer are to induce the conversion into common stock of any and all of the outstanding shares of Series A preferred stock to reduce our ongoing fixed dividend obligations, and to improve the trading liquidity of our common stock by increasing the number of outstanding shares of common stock available for trading.

Sources and Amount of Conversion Consideration

          We are offering to pay a cash premium of $7.88 for each share of Series A preferred stock surrendered for conversion in the conversion offer, plus accrued but unpaid cash dividends upon such shares from November 24, 2005 to the date immediately preceding the settlement date of the conversion. We currently intend to borrow approximately $17.6 million in cash needed to pay the conversion consideration to holders who surrender their shares of Series A preferred stock in the conversion offer and to pay all fees and expenses of the conversion offer from our $275 million senior secured credit facility, of

1

which an aggregate of $55.4 million has already been borrowed under that facility as of September 30, 2005; in addition, there was $34.4 million in outstanding letters of credit. As of November 2, 2005, borrowings under this facility were $106.0 million; in addition, there was $34.4 million in outstanding letters of credit. We will issue authorized but previously unissued shares of our common stock in the conversion offer as permitted by our amended and restated certificate of incorporation. However, our senior secured credit facility currently prohibits us from paying cash in exchange for shares of our Series A preferred stock. If we are unable to amend the terms of this facility or are unable to borrow sufficient funds to pay the cash needed to complete the conversion offer on terms and conditions satisfactory to us, we will not be required to accept for conversion, pay conversion consideration in respect of and may delay the acceptance for conversion or payment of conversion consideration in respect of, any shares of Series A preferred stock surrendered for conversion pursuant to the conversion offer, subject to limitations imposed by the federal securities laws, and we may terminate the conversion offer. We have already begun to have initial discussions with our lenders with respect to this amendment.

Recent Developments

Proposed Acquisition of Silec Business

          On October 10, 2005, we reached an agreement in principle to acquire the wire and cable manufacturing business of SAFRAN SA, a diverse, global high-technology company headquartered in Paris, France. The business to be acquired has historically operated 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. Silec is also among the top three producers of energy and industrial cables for the French market.

          In 2004, Silec reported global sales of approximately €210 million 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, which includes about €65 million for the net working capital. As of November 2, 2005, the transaction consideration valued in U.S. dollars was about $90 million, including approximately $78 million 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 approvals and consultation with the French Works Council.

Cross-Currency Interest Rate Swap Agreement

          On October 13, 2005, we entered into a U.S. dollar to Euro cross-currency interest rate swap agreement with a notional value of $150 million. This represents approximately 53% of the then outstanding principal amount of our senior notes. The swap has a maturity date of November 15, 2007, which is the earliest redemption date of our senior notes. Under the swap arrangement, we have notionally exchanged $150 million at a fixed interest rate of 9.5% for approximately €125 million, based on an exchange rate of $1.198 per Euro, at a fixed interest rate of 7.5%.

          Our executive offices are located at 4 Tesseneer Drive, Highland Heights, Kentucky 41076, and our telephone number is (859) 572-8000.

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Selected Summary Consolidated Financial Information

          The selected summary consolidated financial information for the years ended and as of December 31, 2002, 2003 and 2004 were derived from our audited consolidated financial statements. The selected summary consolidated financial information for the nine fiscal months ended October 1, 2004 and September 30, 2005 and as of September 30, 2005 were derived from unaudited consolidated financial statements as filed with the SEC, which, in the opinion of our management, include all normal recurring adjustments necessary for a fair presentation of the results for the unaudited interim periods. The following summary financial information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005. The summary historical financial information presented below may not be indicative of our future performance.

											Nine Fiscal Months Ended
		Years Ended December 31,
											October 1,			September 30,
		2002			2003			2004			2004			2005
											(unaudited)			(unaudited)
Statement of Operations Data: (in millions, except per share data)
Net sales:
	Energy	$	516.0		$	560.2		$	705.7		$	520.4		$	622.2
	Industrial & specialty		499.4			542.4			734.3			561.6			650.7
	Communications		438.5			435.8			530.7			403.4			490.4
Total net sales			1,453.9			1,538.4			1,970.7			1,485.4			1,763.3
Cost of sales			1,287.3			1,365.0			1,756.0			1,326.0			1,564.7
Gross profit			166.6			173.4			214.7			159.4			198.6
Selling, general and administrative expenses			150.9			127.7			158.2			115.9			129.1
Operating income			15.7			45.7			56.5			43.5			69.5
Other income (expense)			—			1.5			(1.2	)		(0.9	)		—
Interest expense, net			(42.6	)		(43.1	)		(35.9	)		(27.3	)		(28.9	)
Other financial costs			(1.1	)		(6.0	)		—			—			—
Income (loss) from continuing operations before taxes			(28.0	)		(1.9	)		19.4			15.3			40.6
Income tax benefit (provision)			9.9			(2.9	)		18.1			(4.6	)		(15.6	)
Income (loss) from continuing operations			(18.1	)		(4.8	)		37.5			10.7			25.0
Income (loss) on disposal of discontinued operations			(5.9	)		—			0.4			—			—
Net income (loss)		$	(24.0	)	$	(4.8	)	$	37.9		$	10.7		$	25.0
Less: Series A preferred stock dividends			—			(0.6	)		(6.0	)		(4.5	)		(4.5	)
Net income (loss) applicable to common shareholders		$	(24.0	)	$	(5.4	)	$	31.9		$	6.2		$	20.5
Earnings (loss) of continuing operations per common share		$	(0.55	)	$	(0.16	)	$	0.81		$	0.16		$	0.52
Earnings (loss) of continuing operations per common share — assuming dilution		$	(0.55	)	$	(0.16	)	$	0.75		$	0.16		$	0.49
Earnings (loss) of discontinued operations per common share		$	(0.18	)	$	—		$	0.01		$	—		$	—
Earnings (loss) of discontinued operations per common share — assuming dilution		$	(0.18	)	$	—		$	0.01		$	—		$	—
Earnings (loss) per common share		$	(0.73	)	$	(0.16	)	$	0.82		$	0.16		$	0.52
Earnings (loss) per common share — assuming dilution		$	(0.73	)	$	(0.16	)	$	0.75		$	0.16		$	0.49
Weighted average shares outstanding			33.0			33.6			39.0			39.2			39.5
Weighted average shares outstanding — assuming dilution			33.0			33.6			50.3			39.9			50.9
Dividends per common share		$	0.15		$	—		$	—		$	—		$	—

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	December 31,
							September 30,
	2002		2003		2004		2005
							(unaudited)
Balance Sheet Data: (in millions, except per share data)
Cash and cash equivalents	$	29.1	$	25.1	$	36.4	$	51.3
Working capital(1)	$	150.8	$	236.6	$	298.0	$	300.5
Property, plant and equipment, net	$	323.3	$	333.3	$	356.0	$	328.1
Total assets	$	973.3	$	1,049.5	$	1,220.8	$	1,266.9
Total debt(2)	$	451.9	$	340.4	$	374.9	$	352.3
Net debt(2)(3)	$	422.8	$	315.3	$	338.5	$	301.0
Shareholders’ equity	$	60.9	$	240.1	$	301.4	$	305.1
Book value per share		—		—		—	$	7.69

										Nine Fiscal Months Ended
	Year Ended December 31,
										October 1,			September 30,
	2002			2003			2004			2004			2005
										(unaudited)			(unaudited)
Other Financial Data: (in millions, except ratio and metals data)
Cash flows of operating activities	$	57.3		$	(14.5	)	$	12.5		$	20.7		$	74.9
Cash flows of investing activities	$	(30.0	)	$	(19.7	)	$	(36.3	)	$	(24.2	)	$	(29.2	)
Cash flows of financing activities	$	(16.2	)	$	27.2		$	28.8		$	8.0		$	(25.2	)
Depreciation and amortization	$	30.6		$	33.4		$	35.4		$	27.3		$	43.6
Capital expenditures	$	(31.4	)	$	(19.1	)	$	(37.0	)	$	(24.1	)	$	(25.7	)
Ratio of earnings to combined fixed charges and preferred dividends(4)		—			—			1.2	x		1.2	x		1.8	x
Average daily COMEX price per pound of copper cathode	$	0.72		$	0.81		$	1.29		$	1.25		$	1.57
Average daily selling price per pound of aluminum rod	$	0.65		$	0.69		$	0.85		$	0.83		$	0.90

(1)	Working capital means current assets less current liabilities.
(2)	Excludes off-balance sheet borrowings of $48.5 million as of December 31, 2002 under our former accounts receivable asset-backed securitization facility. We terminated this facility in November 2003. Also excludes $1.0 million of off-balance sheet debt related to the sale of accounts receivable by one of our international operations as of September 30, 2005.
(3)	Net debt means our total debt less cash and cash equivalents.
(4)	For purposes of calculating the ratio of earnings to combined fixed charges and preferred dividends, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of debt issuance cost; (iii) the portion of rental expense representative of the interest factor; and (iv) the amount of pretax earnings required to cover preferred stock dividends and any accretion in the carrying value of the preferred stock. For the years ended December 31, 2002 and 2003, earnings were insufficient to cover fixed charges by $27.6 million and $2.1 million, respectively.

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The Conversion Offer

The company	General Cable Corporation
The Series A preferred stock	5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share
The conversion offer	Upon the conversion to common stock of a share of outstanding Series A preferred stock in the conversion offer, we are offering to pay to the holder thereof conversion consideration comprised of a cash premium plus accrued but unpaid dividends payable in cash, as more fully discussed below, on terms and subject to the conditions set forth herein, including, without limitation, the financing conditions and the general conditions.
Purposes of the conversion offer	The purposes of the conversion offer are to induce the conversion to common stock of any and all of the outstanding shares of Series A preferred stock to reduce our ongoing fixed dividend obligations, and to improve the trading liquidity of our common stock by increasing the number of outstanding shares of common stock available for trading.
Conversion	Each share of Series A preferred stock will be convertible into 4.998 shares of common stock, less any fractional shares, subject to adjustment in accordance with the terms of the Series A preferred stock. We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock. Instead, we will pay a cash adjustment for such fractional shares based upon the market price of the common stock on the second business day before the settlement date.
Expiration date	Friday, December 9, 2005, unless extended or earlier terminated by us. For example, we may extend the expiration date of this conversion offer so that the expiration date occurs upon or shortly after the satisfaction of the conditions to the conversion offer.
Conversion consideration	$7.88 in cash per share of Series A preferred stock converted into common stock in the conversion offer, subject to adjustment as provided herein, plus an amount in cash equal to the accrued but unpaid and accumulated dividends on each share of Series A preferred stock from and after November 24, 2005, the last dividend payment date prior to the expiration date, up to, but not including, the settlement date.
Settlement date	The settlement date in respect of any shares of Series A preferred stock validly surrendered for conversion prior to 5:00 p.m., New York City time, on the expiration date is expected to occur promptly following the expiration date.
How to surrender shares of Series A preferred stock	See “The Conversion Offer — Procedures for Surrendering Shares of Series A Preferred Stock in the Conversion Offer” and the attached letter of transmittal. For further information, you may call the conversion agent at the telephone number

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	set forth on the back cover of this conversion offer prospectus, or consult your broker, dealer, commercial bank, trust company or other nominee for assistance.
Withdrawal and revocation rights	Shares of Series A preferred stock surrendered for conversion may be validly withdrawn at any time up until 5:00 p.m., New York City time, on the expiration date. In addition, surrendered shares of Series A preferred stock may be validly withdrawn after the expiration date if the shares of Series A preferred stock have not been accepted for conversion after the expiration of 40 business days from November 9, 2005. If the conversion offer is terminated, the shares of Series A preferred stock surrendered in the conversion offer will be promptly returned to the surrendering holders.
Conditions precedent to the conversion offer	Our obligation to pay the conversion consideration and shares of common stock in respect of shares of Series A preferred stock validly surrendered for conversion pursuant to the conversion offer is conditioned upon the satisfaction of the financing conditions and the general conditions. See “The Conversion Offer — Conditions to the Conversion Offer.”
Material U.S. federal tax considerations	For a summary of the material U.S. federal income tax considerations of this conversion offer, see “Material U.S. Federal Income Tax Considerations.”
Use of proceeds	We will not receive any cash proceeds from the surrender of Series A preferred stock in the conversion offer.
Brokerage commissions	No brokerage commissions are payable by the holders of shares of Series A preferred stock to the dealer manager, the information agent, the conversion agent or us.
Dealer manager	Merrill Lynch, Pierce, Fenner & Smith Incorporated is the dealer manager for the conversion offer. Merrill Lynch’s address and telephone number are included on the back cover of this conversion offer prospectus.
Information agent	D.F. King & Co., Inc. is the information agent for the conversion offer. Its address and telephone number are included on the back cover of this conversion offer prospectus.
Conversion agent	Mellon Investor Services LLC is the conversion agent for the conversion offer. Its address and telephone number are included on the back cover of this conversion offer prospectus.
Regulatory approvals	We are not aware of any other material regulatory approvals necessary to complete the conversion offer, other than the obligation to have the registration statement of which this conversion offer prospectus forms a part declared effective by the SEC, to file a Schedule TO with the SEC and to otherwise comply with applicable securities laws.
No appraisal rights	Holders of shares of Series A preferred stock have no appraisal rights in connection with the conversion offer.

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Further information If you have questions regarding the conversion offer, please contact the dealer manager, Merrill Lynch & Co. You may call Merrill Lynch toll-free at (888) 654-8637 or collect at (212) 449-4914. If you have questions regarding the procedures for converting your shares of Series A preferred stock in the conversion offer, please contact Mellon Investor Services LLC, the conversion agent, toll-free at (800) 685-4258. If you require additional conversion offer materials, please contact D.F. King & Co., Inc., the information agent, at (212) 269-5550. You may also write to any of these entities at one of their respective addresses set forth on the back cover of this conversion offer prospectus.

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RISK FACTORS

          You should consider carefully each of the following risks and all of the other information set forth in this conversion offer prospectus before deciding whether to surrender shares of Series A preferred stock for conversion in the conversion offer. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the following risks and uncertainties develop into actual events, those events could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to the Conversion Offer

Upon consummation of the conversion offer, holders who surrender their Series A preferred stock for common stock will lose their rights under the Series A preferred stock, including, without limitation, their right to future preferred stock dividend payments and their right to receive a liquidation preference in connection with any liquidation or winding up of General Cable.

          If you surrender your shares of Series A preferred stock for conversion into our common stock pursuant to the conversion offer, you will be giving up all of your rights as a holder of Series A preferred stock, including, without limitation, your right to future payments of dividends with respect to the Series A preferred stock. You will also cease to be eligible to receive a preferential payment in the event of a liquidation or winding up of our business. The common stock that you may receive in the conversion offer will not provide you with the same degree of protection which holders of our Series A preferred stock may have. If we were to file for bankruptcy, preferred stockholders would generally be entitled to be paid a liquidation preference prior to holders of our common stock. As a holder of our common stock, however, your investment will be subject to the rights of any series of preferred stock we may issue in the future, as well as all claims of creditors against us and the other risks and liabilities affecting our operations.

You may have difficulty selling the Series A preferred stock that you do not convert.

          The Series A preferred stock is not listed on any national securities exchange and there is no established trading market for these shares. A substantial majority of the shares of Series A preferred stock are traded over-the-counter, and the remainder of these shares are traded on the PORTAL^SM system of The NASDAQ Stock Market, Inc. However, we cannot assure you that an efficient or liquid trading market exists or will be able to be maintained in order for you to be able to sell your shares of Series A preferred stock at any time or from time to time. Also, if a large number of shares of Series A preferred stock are converted into common stock in the conversion offer, then it may be more difficult for you to sell your unconverted shares of Series A preferred stock.

          Future trading prices of the Series A preferred stock may depend on many factors, including, among other things, the price of our common stock, prevailing dividend rates, our operating results and the market for similar securities. We also cannot assure you that you will be able to sell your Series A preferred stock at a particular time or that the prices that you receive if and when you sell will be favorable.

          If you do not convert your shares of Series A preferred stock into common stock pursuant to this conversion offer, then you will continue to be subject to the restrictions on the transfer of your Series A preferred stock. Those transfer restrictions are described in the terms governing the Series A preferred stock and in the legend contained on the Series A preferred stock, and arose because we originally issued the Series A preferred stock under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act of 1933, as amended.

          Although we are presently maintaining an effective registration statement that would permit you under the Securities Act to resell your shares of Series A preferred stock, we are only obligated to maintain its effectiveness until the earlier of (1) the date on which all shares of Series A preferred stock and the underlying shares of common stock have been sold under the registration statement and

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(2) November 24, 2005. If this registration statement expires or is permitted to lapse, it may be harder for you to sell your Series A preferred stock under the Securities Act and each resale would need to qualify for a valid exemption from registration.

Our ability to pay dividends on our preferred stock and our common stock is limited.

          We do not expect to pay cash dividends on our common stock in the foreseeable future. Payment of dividends on our common stock and Series A preferred stock will depend on the earnings and cash flows of our business and that of subsidiaries, and on our subsidiaries’ ability to pay dividends or to advance or repay funds to us. Before declaring any dividend, our board of directors will consider factors that ordinarily affect dividend policy, such as earnings, cash flow, estimates of future earnings and cash flow, business conditions, regulatory factors, our financial condition and other matters within its discretion, as well as contractual restrictions on our ability to pay dividends. We may not be able to pay dividends in the future or, if paid, we cannot assure you that the dividends will be in the same amount or with the same frequency as in the past.

          Under the Delaware General Corporation Law, we may pay dividends, in cash or otherwise, only if we have surplus in an amount at least equal to the amount of the relevant dividend payment. Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors. Further, our senior secured credit facility and the indenture governing our senior notes restrict our ability to pay cash dividends. The indenture permits us to pay cash dividends on our preferred stock through November 24, 2005, so long as no default exists under the indenture, and thereafter only if we meet certain financial conditions. Our senior secured credit facility permits us to pay cash dividends on our preferred stock at any time only if no default exists thereunder and if we meet certain financial conditions, and prohibits us from paying dividends on our common stock. In addition, the certificate of designations for our Series A preferred stock prohibits us from the payment of any cash dividends on our common stock if we are not current on dividend payments with respect to our Series A preferred stock. Agreements governing future indebtedness will likely contain restrictions on our ability to pay cash dividends.

Our board of directors has not made a recommendation as to whether you should convert your shares of Series A preferred stock into common stock in the conversion offer, and we have not obtained a third-party determination that the conversion offer is fair to holders of our Series A preferred stock.

          Our board of directors has not made, and will not make, any recommendation as to whether holders of Series A preferred stock should convert their Series A preferred stock into common stock pursuant to the conversion offer. We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the holders of the Series A preferred stock for purposes of negotiating the terms of this conversion offer, or preparing a report or making any recommendation concerning the fairness of this conversion offer.

The market price and value of our common stock may fluctuate, and reductions in the price of our common stock could make the Series A preferred stock a less attractive investment.

          We are offering to pay a cash premium to holders that convert their outstanding shares of Series A preferred stock into shares of our common stock. The market price of our common stock may fluctuate widely in the future. If the market price of our common stock declines, the value of the shares of the common stock you would receive upon conversion of your shares of Series A preferred stock will decline. The trading value of our common stock could fluctuate depending upon any number of specific or general factors, many of which are beyond our control. See “— Risks Related to Our Business” and “— Risks Related to Our Capital Stock” below.

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We may redeem shares of Series A preferred stock at our option, on or after November 24, 2008.

          We may redeem all or a portion of the Series A preferred stock, at our option, on or after November 24, 2008 at redemption prices per share as described in “Description of Our Series A Preferred Stock — Optional Redemption” plus all accrued and unpaid or accumulated dividends thereon. We must provide the holders of the Series A preferred stock with at least 30, but no more than 60, days’ notice of our intention to redeem any shares of Series A preferred stock. The market price of the common stock into which the shares of Series A preferred stock are convertible may decline significantly between the expiration date of this conversion offer and the date of any redemption of our Series A preferred stock.

Future sales of shares of our common stock may depress its market price.

          Sales of substantial numbers of additional shares of common stock or any shares of our preferred stock, including up to 10,345,395 shares of common stock underlying the Series A preferred stock being registered as part of the conversion offer and sales of shares that may be issued in connection with future acquisitions, or the perception that such sales could occur, may have a harmful effect on prevailing market prices for our common stock and our ability to raise additional capital in the financial markets at a time and price favorable to us. Our amended and restated certificate of incorporation provides that we have authority to issue 75 million shares of common stock. As of November 1, 2005, there were approximately 39.7 million shares of common stock outstanding, approximately 3.2 million shares of common stock issuable upon exercise of currently outstanding stock options and approximately 10.35 million shares of common stock issuable upon conversion of our Series A preferred stock. Each share of Series A preferred stock is currently convertible into 4.998 shares of our common stock. The number of shares of our common stock to be issued in the conversion offer is based on the conversion price of the Series A preferred stock, which is currently $10.004 per share, subject to adjustment. All of the shares of our common stock to be issued in the conversion offer to holders who are not our affiliates will be freely tradable.

The market price for our common stock has been and continues to be volatile.

          The market price for our common stock could fluctuate due to various factors. These factors include:

• announcements relating to significant corporate transactions;

• fluctuations in our quarterly and annual financial results;

• operating and stock price performance of companies that investors deem comparable to us;

• changes in government regulation or proposals relating thereto;

• general industry and economic conditions; and

• sales or the expectation of sales of a substantial number of shares of our common stock in the public market.

          In addition, the stock markets have, in recent years, experienced significant price fluctuations. These fluctuations often have been unrelated to the operating performance of the specific companies whose stock is traded. Market fluctuations, as well as economic conditions, have adversely affected, and may continue to adversely affect, the market price of our common stock. Fluctuations in the price of our common stock will affect the value of any outstanding preferred stock.

Risks Related to Our Business

Our substantial debt could adversely affect our business.

          We have a significant amount of debt. As of September 30, 2005, we had $352.3 million of debt outstanding, $67.3 million of which was secured indebtedness, and had $184.2 million of additional borrowing capacity available under our senior secured credit facility. As of September 30, 2005, we had

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$285.0 million in senior notes outstanding. We intend to borrow under our senior secured credit facility substantially all of the cash needed to pay the conversion consideration to holders of Series A preferred stock and the costs and expenses of the conversion offer. If all outstanding shares of Series A preferred stock are converted pursuant to the conversion offer, our debt outstanding as of September 30, 2005 would be $369.9 million on a pro forma basis, of which $84.9 million would be secured indebtedness. In addition, subject to the terms of the senior secured credit facility and the indenture governing our senior notes, we may also incur additional indebtedness, including secured debt, in the future.

          The degree to which we are leveraged could have important adverse consequences to us. For example, it could:

• make it difficult for us to make payments on or otherwise satisfy our obligations with respect to our indebtedness;

• limit our ability to borrow additional amounts for working capital, capital expenditures, potential acquisition opportunities and other purposes;

• limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business, regulatory and economic conditions in our industry;

• place us at a competitive disadvantage against our less leveraged competitors;

• subject us to increased costs, to the extent of the portion of our indebtedness that is subject to floating interest rates; and

• cause us to fail to comply with applicable debt covenants and could result in an event of default that could result in all of our indebtedness being immediately due and payable.

          In addition, our ability to generate cash flow from operations sufficient to make scheduled payments on our debt as they become due will depend on our future performance, our ability to successfully implement our business strategy and our ability to obtain other financing. Our indebtedness could also adversely affect our financial position and make it more difficult for us to fulfill our obligations under the Series A preferred stock.

The agreements that govern our senior secured credit facility and our senior notes contain various covenants that limit our discretion in the operation of our business.

          The agreements and instruments that govern our senior secured credit facility and our senior notes contain various restrictive covenants that, among other things, require us to comply with or maintain certain financial tests and ratios and restrict our ability to:

• incur more debt;

• pay dividends, purchase company stock or make other distributions;

• make certain investments and payments;

• create liens;

• enter into transactions with affiliates;

• make acquisitions;

• merge or consolidate; and

• transfer or sell assets.

          Our ability to comply with these covenants is subject to various risks and uncertainties. In addition, events beyond our control could affect our ability to comply with and maintain the financial tests and ratios required by our senior indebtedness. Any failure by us to comply with and maintain all applicable financial tests and ratios and to comply with all applicable covenants could result in an event of default with respect to, the acceleration of the maturity of, and the termination of the commitments to

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make further extension of credit under, a substantial portion of our debt. Even if we are able to comply with all applicable covenants, the restrictions on our ability to operate our business in our sole discretion could harm our business by, among other things, limiting our ability to take advantage of financing, mergers, acquisitions and other corporate opportunities.

If we fail to meet our payment or other obligations under our senior secured credit facility, the lenders under our senior secured credit facility could foreclose on, and acquire control of, substantially all of our assets.

          In connection with the incurrence of indebtedness under our senior secured credit facility, the lenders under that facility have received a pledge of all of the capital stock of our existing domestic subsidiaries and any future domestic subsidiaries. Additionally, these lenders have a lien on substantially all of our domestic assets, including our existing and future accounts receivables, cash, general intangibles, investment property and real property. As a result of these pledges and liens, if we fail to meet our payment or other obligations under our senior secured credit facility, the lenders under the credit agreement would be entitled to foreclose on substantially all of our assets and liquidate these assets. Under those circumstances, we may not have sufficient funds to pay any liquidation preference or dividends on the Series A preferred stock, if and when such amounts become due and payable. As a result, you may lose a portion of or the entire value of your investment in the Series A preferred stock.

Our net sales, net income and growth depend largely on the economic strength of the geographic markets that we serve, and if these markets become weaker we could suffer decreased sales and net income.

          Many of our customers use our products as components in their own products or in projects undertaken for their customers. Our ability to sell our products is largely dependent on general economic conditions, including how much our customers and end-users spend on information technology, new construction and building, maintaining or reconfiguring their communications network, industrial manufacturing assets and power transmission and distribution infrastructures. Over the past few years, many companies significantly reduced their capital equipment and information technology budgets, and construction activity that necessitates the building or modification of communication networks and power transmission and distribution infrastructures slowed considerably as a result of a weakening of the U.S. and foreign economies. As a result, our net sales and financial results declined significantly in recent years. Beginning in 2004, we have seen an improvement in these markets; however, if they were to weaken, we could suffer decreased sales and net income.

The markets for our products are highly competitive, and if we fail to invest in product development, productivity improvements and customer service and support, the sale of our products could be adversely affected.

          The markets for copper, aluminum and fiber optic wire and cable products are highly competitive, and some of our competitors may have greater financial resources than us. We compete with at least one major competitor with respect to each of our business segments. Many of our products are made to common specifications and therefore may be fungible with competitors’ products. Accordingly, we are subject to competition in many markets on the basis of price, delivery time, customer service and our ability to meet specific customer needs.

          We believe our competitors will continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. We expect that we will be required to continue to invest in product development, productivity improvements and customer service and support in order to compete in our markets. Furthermore, an increase in imports of products competitive with our products could adversely affect our sales.

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Our business is subject to the economic and political risks of maintaining facilities and selling products in foreign countries.

          During the nine fiscal months ended September 30, 2005, approximately 33% of our sales and approximately 37% of our assets were in markets outside North America. Our operations outside North America generated approximately $48.4 million of our cash flows from operations and the North American operations generated $26.5 million of cash flows from operations during this period. Our financial results may be adversely affected by significant fluctuations in the value of the U.S. dollar against foreign currencies or by the enactment of exchange controls or foreign governmental or regulatory restrictions on the transfer of funds. In addition, negative tax consequences relating to repatriating certain foreign currencies, particularly cash generated by our operations in Spain, may adversely affect our cash flows. Furthermore, our foreign operations are subject to risks inherent in maintaining operations abroad, such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations, changes in regulatory requirements, the difficulty of effectively managing diverse global operations and adverse foreign tax laws.

Changes in industry standards and regulatory requirements may adversely affect our business.

          As a manufacturer and distributor of wire and cable products, we are subject to a number of industry standard-setting authorities, such as Underwriters Laboratories, the Telecommunications Industry Association, the Electronics Industries Association and the Canadian Standards Association. In addition, many of our products are subject to the requirements of federal, state and local or foreign regulatory authorities. Changes in the standards and requirements imposed by such authorities could have an adverse effect on us. In the event we are unable to meet any such standards when adopted, our business could be adversely affected.

          In addition, changes in the legislative environment could affect the growth and other aspects of important markets served by us. In September 2005, President George H.W. Bush signed into law the Energy Policy Act of 2005. This law was enacted to establish a comprehensive, long-range national energy policy. Among other things, it provides tax credits and other incentives for the production of traditional sources of energy, as well as alternative energy sources, such as wind, wave, tidal and geothermal power generation systems. Although we are studying the impact that this legislation may have on us and our financial results, we cannot presently predict what this impact will be. We also cannot predict the impact that changes in laws or industry standards that may be adopted in the future could have on our financial results, cash flows or financial position.

Advancing technologies, such as fiber optic and wireless technologies, may make some of our products less competitive.

          Technological developments could have a material adverse effect on our business. For example, a significant decrease in the cost and complexity of installation of fiber optic systems or an increase in the cost of copper-based systems could make fiber optic systems superior on a price performance basis to copper systems and may have a material adverse effect on our business. While we do manufacture and sell fiber optic cables, any erosion of our sales of copper cables due to increased market demand for fiber optic cables would most likely not be offset by an increase in sales of our fiber optic cables.

          Also, advancing wireless technologies, as they relate to network and communications systems, may represent an alternative to certain copper cables we manufacture and reduce customer demand for premise wiring. Traditional telephone companies are facing increasing competition within their respective territories from, among others, voice over Internet protocol, or “VoIP,” providers and wireless carriers. Wireless communications depend heavily on a fiber optic backbone and do not depend as much on copper-based systems. An increase in the acceptance and use of VoIP and wireless technology, or the introduction of new wireless or fiber-optic based technologies, may have a material adverse effect on our marketability and profitability. If wireless technology were to significantly erode the markets for copper-based systems, our sales of copper premise cables could face downward pressure.

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Volatility in the price of copper and other raw materials, as well as fuel and energy, could adversely affect our businesses.

          The costs of copper and aluminum, the most significant raw materials we use, have been subject to considerable volatility over the years. Volatility in the price of copper, aluminum, polyethylene, petrochemicals, and other raw materials, as well as fuel, natural gas and energy, will in turn lead to significant fluctuations in our cost of sales. Additionally, sharp increases in the price of copper can also reduce demand if customers decide to defer their purchases of copper wire and cable products or seek to purchase substitute products. Moreover, we do not engage in activities to hedge the underlying value of our copper and aluminum inventory. Although we attempt to reflect copper and other raw material price changes in the selling price of our products, there is no assurance that we can do so successfully or at all in the future.

Interruptions of supplies from our key suppliers may affect our results of operations and financial performance.

          Interruptions of supplies from our key suppliers, including as a result of Hurricanes Katrina and Rita, could disrupt production or impact our ability to increase production and sales. During 2003, our copper rod mill plant produced approximately 62% of the copper rod used in our North American operations, and two suppliers provided an aggregate of approximately 68% of our North American copper purchases. During the second quarter of 2004, the Company’s rod mill facility ceased operations. All copper rod used in our North American operations is now externally sourced; our largest supplier of copper rod accounted for approximately 68% of our North American purchases in the first nine fiscal months of 2005. Any unanticipated problems with our copper rod suppliers could have a material adverse effect on our business. Additionally, we use a limited number of sources for most of the other raw materials that we do not produce. We do not have long-term or volume purchase agreements with most of our suppliers, and may have limited options in the short-term for alternative supply if these suppliers fail to continue the supply of material or components for any reason, including their business failure, inability to obtain raw materials or financial difficulties. Moreover, identifying and accessing alternative sources may increase our costs.

Failure to negotiate extensions of our labor agreements as they expire may result in a disruption of our operations.

          As of September 30, 2005, approximately 61% of our employees were represented by various labor unions. During the five calendar years ended December 31, 2004, we have experienced only two strikes, which were settled on satisfactory terms. On March 31, 2005, union workers at our Lincoln, Rhode Island manufacturing facility commenced a labor strike. We negotiated a new four-year agreement with the local union, which agreement was ratified by the local union’s members on April 2, 2005. This strike did not have a significant impact on our financial results for the first fiscal quarter of 2005.

          We are parties to labor agreements with unions that represent employees at many of our operational facilities. Labor agreements expired at three facilities in 2005 and were successfully renegotiated. Labor agreements are to expire at three facilities in 2006. We cannot predict what issues may be raised by the collective bargaining units representing our employees and, if raised, whether negotiations concerning such issues will be successfully concluded. A protracted work stoppage could result in a disruption of our operations which could adversely affect our ability to deliver certain products and our financial results.

Our inability to continue to achieve productivity improvements may result in increased costs.

          Part of our business strategy is to increase our profitability by lowering costs through improving our processes and productivity. In the event we are unable to continue to implement measures improving our manufacturing techniques and processes, we may not achieve desired efficiency or productivity levels and our manufacturing costs may increase. In addition, productivity increases are related in part to factory

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utilization rates. Our decreased utilization rates over the past few years have adversely impacted productivity. However, we have experienced an increase in utilization rates in 2005.

We are substantially dependent upon distributors and retailers for non-exclusive sales of our products and they could cease purchasing our products at any time.

          During 2004 and the first nine fiscal months of 2005, approximately 38% of our domestic net sales were made to independent distributors and three of our ten largest customers were distributors. Distributors accounted for a substantial portion of sales of our communications products and industrial & specialty products. During 2004 and the first nine fiscal months of 2005, approximately 13% and 12%, respectively, of our domestic net sales were to retailers, and the two largest retailers, The Home Depot and AutoZone, accounted for approximately 2.7% and 2.3%, respectively, of our net sales in 2004 and 4.5% and 3.2%, respectively, of our net sales for the first nine fiscal months of 2005.

          These distributors and retailers are not contractually obligated to carry our product lines exclusively or for any period of time. Therefore, these distributors and retailers may purchase products that compete with our products or cease purchasing our products at any time. The loss of one or more large distributors or retailers could have a material adverse effect on our ability to bring our products to end users and on our results of operations. Moreover, a downturn in the business of one or more large distributors or retailers could adversely affect our sales and could create significant credit exposure.

We face pricing pressures in each of our markets that could adversely affect our results of operations and financial performance.

          We face pricing pressures in each of our markets as a result of significant competition or over-capacity, and price levels for most of our products declined over the past few years. While we will work toward reducing our costs to respond to the pricing pressures that may continue, we may not be able to achieve proportionate reductions in costs. As a result of overcapacity and economic and industry downturn in the communications and industrial markets in particular, pricing pressures increased in 2002 and 2003, and continued into 2004. While we generally have been successful in raising prices to recover increased raw material costs, pricing pressures continued into 2005, and are expected for the foreseeable future. Further declines in prices, without offsetting cost reductions, would adversely affect our financial results.

If either of our uncommitted accounts payable or accounts receivable financing arrangements for our European operations is cancelled, our liquidity will be negatively impacted.

          Our European operations participate in arrangements with several European financial institutions that provide extended accounts payable terms to us. In general, the arrangements provide for accounts payable terms of up to 180 days. As of September 30, 2005, the arrangements had a maximum availability limit of the equivalent of approximately $139 million, of which approximately $107 million was drawn. We do not have firm commitments from these European financial institutions requiring them to continue to extend credit and they may decline to advance additional funding. We also have an approximate $40 million Euro-denominated uncommitted facility in Europe, which allows us to sell at a discount, with limited recourse, a portion of our accounts receivable to a financial institution. As of September 30, 2005, this accounts receivable facility was not drawn upon. We do not have a firm commitment from this institution to purchase our accounts receivable. Should the availability under these arrangements be reduced or terminated, we would be required to negotiate longer payment terms with our suppliers or repay the outstanding obligations with our suppliers under these arrangements over 180 days and seek alternative financing arrangements which could increase our interest expense. We cannot assure you that such longer payment terms or alternate financing will be available on favorable terms or at all. Failure to obtain alternative financing arrangements in such case would negatively impact our liquidity.

          In addition, in order to avoid an event of default under our senior secured credit facility, we must maintain foreign credit lines of at least the equivalent of $80.0 million during those periods when our

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average excess available funds under our senior secured credit facility is less than $100.0 million for a period of three consecutive months.

We may be required to take additional charges in connection with plant closures and certain charges to our earnings in future periods in connection with our inventory accounting practices.

          During 2004, we closed two industrial manufacturing locations, refocused operations at another industrial manufacturing location and ceased operations at our copper rod mill. We incurred net charges of $7.4 million ($4.7 million of which were cash) in 2004 related to these activities which are now complete. We continuously evaluate our ability to more efficiently utilize existing manufacturing capacity which may require additional future charges.

          In June 2005, we decided to close one of our manufacturing plants located in Bonham, Texas. At that time, we also decided to close our fiber optic military and premise cable manufacturing plant located in Dayville, Connecticut, and we recently relocated production from this plant to our recently acquired facility in Franklin, Massachusetts, which currently produces copper as well as some fiber optic communications products. The total cost of these closures is currently estimated to be approximately $26.5 million. Total costs recorded during the nine months ended September 30, 2005 with respect to these closures were $19.6 million.

          As a result of volatile copper prices, the replacement cost of our copper inventory exceeded its historic LIFO cost by approximately $38 million and $13 million at December 31, 2004 and 2003, respectively, and by approximately $65.0 million at September 30, 2005. If we were not able to recover the LIFO value of our inventory at a profit in some future period when replacement costs were lower than the LIFO value of the inventory, we would be required to take a charge to recognize on our income statement all or a portion of the higher LIFO value of the inventory. During 2002 and 2003, we recorded a $2.5 million and a $0.5 million charge, respectively, for the liquidation of LIFO inventory in North America as we significantly reduced our inventory levels. During 2004, we increased inventory quantities and therefore there was not a liquidation of LIFO inventory impact in this period. During the nine fiscal months ended September 30, 2005, we reduced our copper inventory quantities in North America and we do not expect to replace these inventories by year end, which resulted in a $2.4 million gain since LIFO inventory quantities were reduced in a period when replacement costs where higher than the LIFO value of the inventory. If LIFO inventory quantities are reduced in a future period when replacement costs exceed the LIFO value of the inventory, we would experience an increase in reported earnings. Conversely, if LIFO inventory quantities are reduced in a future period when replacement costs are lower than the LIFO value of the inventory, we would experience a decline in reported earnings.

We are subject to certain asbestos litigation and unexpected judgments or settlements could have a material adverse effect on our financial results.

          There are approximately 9,700 pending non-maritime asbestos cases involving our subsidiaries. The majority of these cases involve plaintiffs alleging exposure to asbestos-containing cable manufactured by our predecessors. In addition to our subsidiaries, numerous other wire and cable manufacturers have been named as defendants in these cases. Our subsidiaries have also been named, along with numerous other product manufacturers, as defendants in approximately 33,260 suits in which plaintiffs alleged that they suffered an asbestos-related injury while working in the maritime industry. These cases are referred to as MARDOC cases and are currently managed under the supervision of the U.S. District Court for the Eastern District of Pennsylvania. On May 1, 1996, the District Court ordered that all pending MARDOC cases be administratively dismissed without prejudice and the cases cannot be reinstated, except in certain circumstances involving specific proof of injury. We cannot assure you that any judgments or settlements of the pending non-maritime and/or MARDOC asbestos cases or any cases which may be filed in the future will not have a material adverse effect on our financial results, cash flows or financial position. Moreover, certain of our insurers may be financially unstable and in the event one or more of these insurers enter into insurance liquidation proceedings, we will be required to pay a larger portion of the costs incurred in connection with these cases.

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Environmental liabilities could potentially adversely impact us and our affiliates.

          We are subject to federal, state, local and foreign environmental protection laws and regulations governing our operations and the use, handling, disposal and remediation of hazardous substances currently or formerly used by us and our affiliates. A risk of environmental liability is inherent in our and our affiliates’ current and former manufacturing activities in the event of a release or discharge of a hazardous substance generated by us or our affiliates. Under certain environmental laws, we could be held jointly and severally responsible for the remediation of any hazardous substance contamination at our facilities and at third party waste disposal sites and could also be held liable for any consequences arising out of human exposure to such substances or other environmental damage. We and our affiliates have been named as potentially responsible parties in proceedings that involve environmental remediation. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in our current operations or the liabilities arising from past releases of, or exposure to, hazardous substances, will not result in future expenditures by us that could materially and adversely affect our financial results, cash flows or financial condition.

Growth through acquisition has been a significant part of our strategy and we may not be able to successfully identify, finance or integrate acquisitions.

          Growth through acquisition has been, and is expected to continue to be, a significant part of our strategy. For example, in October 2005 we announced the agreement in principle to acquire Silec, the wire and cable manufacturing business of SAFRAN SA, a diverse, global high-technology company based in Paris, France. We regularly evaluate possible acquisition candidates. We cannot assure you that we will be successful in identifying, financing and closing acquisitions at favorable prices and terms. Potential acquisitions may require us to issue additional shares of stock or obtain additional or new financing, and such financing may not be available on terms acceptable to us, or at all. The issuance of our common or preferred shares may dilute the value of shares held by our equityholders. Further, we cannot assure you that we will be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

Terrorist attacks and other attacks or acts of war may adversely affect the markets in which we operate and our profitability.

          The attacks of September 11, 2001 and subsequent events, including the military action in Iraq, have caused and may continue to cause instability in our markets and have led and may continue to lead to, further armed hostilities or further acts of terrorism worldwide, which could cause further disruption in our markets. Acts of terrorism may impact any or all of our facilities and operations, or those of our customers or suppliers and may further limit or delay purchasing decisions of our customers. Depending on their magnitude, acts of terrorism or war could have a material adverse effect on our business, financial results, cash flows and financial position.

          We carry insurance coverage on our facilities of types and in amounts that we believe are in line with coverage customarily obtained by owners of similar properties. We continue to monitor the state of the insurance market in general and the scope and cost of coverage for acts of terrorism in particular, but we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. Currently, we do not carry terrorism insurance coverage. If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged facilities, as well as the anticipated future net sales from those facilities. Depending on the specific circumstances of each affected facility, it is possible that we could be liable for indebtedness or other obligations related to the facility. Any such loss could materially and adversely affect our business, financial results, cash flows and financial position.

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If we fail to retain our key employees, our business may be harmed.

          Our success has been largely dependent on the skills, experience and efforts of our key employees, and the loss of the services of any of our executive officers or other key employees could have an adverse effect on us. The loss of our key employees who have intimate knowledge of our manufacturing process could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate our manufacturing process. Our future success will also depend in part upon our continuing ability to attract and retain highly qualified personnel, who are in great demand.

Declining returns in the investment portfolio of our defined benefit plans could increase the volatility in our pension expense and require us to increase cash contributions to the plans.

          Pension expense for the defined benefit pension plans sponsored by us is determined based upon a number of actuarial assumptions, including an expected long-term rate of return on assets and discount rate. During the fourth quarter of 2002, as a result of declining returns in the investment portfolio of our defined benefit pension plans, we were required to record a minimum pension liability equal to the underfunded status of our plans. As of December 31, 2003, the defined benefit plans were underfunded by approximately $39.9 million based on the actuarial methods and assumptions utilized for purposes of the applicable accounting rules and interpretations. During 2004, investment performance improved and as a result, the defined benefit plans were underfunded by approximately $33.0 million at December 31, 2004. We have experienced volatility in our pension expense and an increase in our cash contributions to our defined benefit pension plan. Pension expense for our defined benefit plans decreased from $8.4 million in 2003 to $5.5 million in 2004 and our required cash contributions increased to $13.0 million in 2004 from $6.1 million in 2003. In 2005, pension expense for our defined benefit plans is expected to decrease approximately $0.7 million from 2004, primarily due to improved investment performance during 2004 in the market value of assets held and cash contributions are expected to decrease by $2.2 million. In the event that actual results differ from the actuarial assumptions, the funded status of our defined benefit plans may change and any such deficiency could result in additional charges to equity and an increase in future pension expense and cash contributions.

An ownership change could result in a limitation of the use of our net operating losses.

          As of December 31, 2004, we had net operating loss, or NOL, carryforwards of approximately $202 million available to reduce taxable income in future years. Specifically, we generated NOL carryforwards of approximately $148 million between 2000 and 2004. These NOL carryforwards will not begin to expire until 2020. We also have other NOL carryforwards that are subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code. These Section 382 limited NOL carryforwards expire in varying amounts from 2006 to 2009. The total Section 382 limited NOL carryforwards that may be utilized prior to expiration is estimated at approximately $54 million.

          Our ability to utilize our NOL carryforwards may be further limited by Section 382 if we undergo an ownership change as a result of the sale of our stock by holders of our equity securities or as a result of subsequent changes in the ownership of our outstanding stock. We would undergo an ownership change if, among other things, the stockholders, or group of stockholders, who own or have owned, directly or indirectly, 5% or more of the value of our stock or are otherwise treated as 5% stockholders under Section 382 and the regulations promulgated thereunder increase their aggregate percentage ownership of our stock by more than 50% over the lowest percentage of our stock owned by these stockholders at any time during the testing period, which is generally the three-year period preceding the potential ownership change. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOL carryforwards and certain recognized built-in losses. The limitation imposed by Section 382 for any post-change year would be determined by multiplying the value of our stock immediately before the ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate in effect at the time of the ownership change. By way of example, the long-term tax-exempt rate is 4.24% as of November 2005. Any unused annual limitation may be carried over to later years, and the limitation may under

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certain circumstances be increased by built-in gains which may be present in assets held by us at the time of the ownership change that are recognized in the five-year period after the ownership change.

          Based upon our review of the aggregate change in percentage ownership during the current testing period and subject to any unanticipated increases in ownership by our “five percent shareholders” (as described above) with respect to our outstanding stock, we do not believe that we will experience a change in ownership as a result of the conversion offer. However, such a determination is complex and there can be no assurance that the Internal Revenue Service could not successfully challenge our conclusion. In addition, there are circumstances beyond our control, such as the purchase of our stock by investors who are existing 5% shareholders or become 5% shareholders as a result of such purchase, which could result in an ownership change with respect to our stock. Even if the conversion offer does not cause an ownership change to occur, our November 2003 stock issuances used a large portion of our available 50% ownership shift limitation, and we may not be able to engage in significant transactions, including making significant issuances of our stock, that would create a further shift in ownership within the meaning of Section 382 within the subsequent three-year period without triggering an ownership change. Thus, while it is our general intention to maximize utilization of our NOL carryforwards by avoiding the triggering of an ownership change, there can be no assurance that our future actions or future actions by our stockholders will not result in the occurrence of an ownership change, which will result in limitations in our utilization of the NOL and negatively affect cash flows.

If we are required to classify our Series A preferred stock as debt in the future, our balance sheet will be adversely affected.

          Upon issuance, our Series A preferred stock was classified as equity on our balance sheet in accordance with Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” or SFAS 150, since our Series A preferred stock contains a substantive conversion feature. Under SFAS 150, our Series A preferred stock will remain classified as equity until and unless it becomes certain that the conversion feature will not be exercised by the holders. If it were to become certain that the holders of our Series A preferred stock will not exercise their conversion rights, we would be required to reclassify our Series A preferred stock as a liability on our balance sheet. Additionally, in adopting SFAS 150, the Financial Accounting Standards Board indicated that it is considering changes to the accounting treatment for certain instruments with both liability and equity characteristics. As a result, we cannot assume that our Series A preferred stock will continue to be classified as equity in future periods or that any series of preferred stock that we may issue in the future would qualify to be classified as equity on our balance sheet. However, any such reclassification of our Series A preferred stock would not, in any material respect, affect our compliance with the indenture governing our senior notes or our senior secured credit facility.

Risks Related to Our Capital Stock

          In addition to the risks discussed above in “— Risks Related to the Conversion Offer” and “— Risks Related to Our Business,” the following risks, among others, are important to an investment in our capital stock:

Our Series A preferred stock ranks junior to all of our liabilities as well as the liabilities of our subsidiaries.

          The ranking of our Series A preferred stock with respect to the payment of dividends and upon liquidation, dissolution or winding up may prevent us from paying cash dividends. Our Series A preferred stock ranks junior in right of payment to all of our existing and future liabilities, including our obligations under our senior secured credit facility and our senior notes. In the event that we do not have sufficient funds to pay both our debt service and accrued dividends on our Series A preferred stock, we will first limit or stop paying such dividends to holders of Series A preferred stock until all amounts due on our liabilities are paid.

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          In the event of our bankruptcy, liquidation or winding-up, our assets will be available to pay the liquidation preference of and accrued dividends on, our Series A preferred stock only after all our indebtedness and other liabilities have been paid. In addition, our Series A preferred stock effectively ranks junior to all existing and future liabilities of our subsidiaries and the capital stock (other than common stock) of our subsidiaries held by third parties. The rights of holders of our Series A preferred stock to participate in the assets of our subsidiaries upon any liquidation or reorganization of any subsidiary ranks junior to the prior claims of that subsidiary’s creditors and equity holders. As of September 30, 2005, we had total consolidated liabilities of $961.8 million. In the event of our bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on any or all shares of our preferred stock then outstanding.

We may not be able to pay the purchase price of our Series A preferred stock upon a change of control if the holders exercise their right to require us to purchase such securities.

          If we undergo a change of control, subject to limited exceptions, we will be required to offer to purchase our Series A preferred stock at a purchase price equal to 100% of the then liquidation preference, plus accrued, unpaid and accumulated dividends. Under certain circumstances, we will have the option to pay for those shares either in cash or in shares of our common stock valued at a discount of 5% from the market price of our common stock.

          Under the terms of our senior secured credit facility, however, we are prohibited from paying the purchase price of our Series A preferred stock in cash. To permit us to do so, we would need to amend our senior secured credit facility with the consent of the lenders under that facility. Our future credit facilities and other existing and future indebtedness may contain similar restrictions.

Issuances of additional series of preferred stock could adversely affect holders of our common stock.

          Our board of directors is authorized to issue additional series of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding-up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of our common stock or the market price of our common stock could be adversely affected.

Provisions in our constituent documents could make it more difficult to acquire our company.

          Our amended and restated certificate of incorporation and amended and restated by-laws contain provisions that may discourage, delay or prevent a third party from acquiring us, even if doing so would be beneficial to our stockholders. Under our amended and restated certificate of incorporation, only our board of directors may call special meetings of stockholders, and stockholders must comply with advance notice requirements for nominating candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. Directors may be removed by stockholders only for cause and only by the effective vote of at least 66²/3% of the voting power of all shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class. Additionally, agreements with certain of our executive officers may have the effect of making a change of control more expensive and, therefore, less attractive.

          Pursuant to our amended and restated certificate of incorporation, our board of directors may by resolution establish one or more series of preferred stock, having such number of shares, designation, relative voting rights, dividend rates, conversion rights, liquidation or other rights, preferences and limitations as may be fixed by our board of directors without any further stockholder approval. Such rights,

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preferences, privileges and limitations as may be established could have the further effect of impeding or discouraging the acquisition of control of our company.

Holders of our preferred stock have no rights as common stockholders until they acquire our common stock.

          Until preferred stockholders acquire shares of our common stock upon conversion of our preferred stock, they will have no rights with respect to our common stock, including voting rights (except as required by applicable state law or our amended and restated certificate of incorporation, and as described under “Description of Our Series A Preferred Stock — Voting Rights”), rights to respond to tender offers and rights to receive any dividends or other distributions on our common stock. Upon conversion, they will be entitled to exercise the rights of a holder of common stock only as to matters for which the record date occurs after the conversion date.

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QUESTIONS AND ANSWERS ABOUT THE CONVERSION OFFER

          These answers to questions that you may have as a holder of shares of our Series A preferred stock are highlights of selected information included elsewhere or incorporated by reference in this conversion offer prospectus. To fully understand the conversion offer and the other considerations that may be important to your decision about whether to participate in it, you should carefully read this conversion offer prospectus in its entirety, including the section entitled “Risk Factors,” as well as the information incorporated by reference in this conversion offer prospectus. See “Incorporation of Certain Documents by Reference.” For further information about us, see the section of this conversion offer prospectus entitled “Where You Can Find More Information.”

Why are you making the conversion offer?

          We are making the conversion offer to reduce our ongoing fixed dividend obligations and to improve the trading liquidity of our common stock. The conversion offer allows current holders of shares of Series A preferred stock to receive a cash premium, discussed below, in addition to the number of shares of common stock that they would otherwise receive upon conversion of the Series A preferred stock.

How many shares of Series A preferred stock are being sought in the conversion offer?

          We are offering to convert all outstanding shares of the Series A preferred stock into our common stock. As of November 4, 2005, 2,069,907 shares of Series A preferred stock were outstanding.

What will I receive in the conversion offer if I surrender my shares of Series A preferred stock for conversion and they are accepted?

          For each share of Series A preferred stock you validly surrender as part of the conversion offer and we accept for conversion, you will receive:

• a cash premium payment equal to $7.88, subject to adjustment; and

• 4.998 shares of our common stock, which is equal to the number of shares that you would otherwise receive upon conversion of a share of Series A preferred stock, subject to adjustment as provided in the terms of the Series A preferred stock, and less any fractional shares; and

• an amount in cash equal to the accrued but unpaid and accumulated dividends on each share of Series A preferred stock from and after November 24, 2005, the last dividend payment date prior to the expiration date of the conversion offer, up to, but not including, the settlement date.

In this conversion offer prospectus, we refer to the aggregate of the cash payments described above as the “conversion consideration.” We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock in the conversion offer. Instead, we will pay a cash adjustment for all fractional shares based upon the market price of the common stock on the second business day before the settlement date of the conversion.

          Your right to receive the above consideration in the conversion offer is subject to all of the conditions set forth in this conversion offer prospectus and the related letter of transmittal.

When will I receive the conversion consideration for surrendering my shares of Series A preferred stock pursuant to the conversion offer?

          Assuming that we have not previously elected to terminate the conversion offer, shares of Series A preferred stock validly surrendered for conversion in accordance with the procedures described in this conversion offer prospectus and the letter of transmittal before 5:00 p.m., New York City time, on the expiration date will, upon the terms and subject to the conditions of the conversion offer, including all conditions thereto, be accepted for conversion and payment of the conversion consideration, and payments

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will be made on the settlement date. The settlement date will occur promptly after the expiration date, and we expect that the settlement date will occur within three business days after the expiration date. If the conversion offer is not completed, no such conversion will occur, no payments will be made and we will return your shares of Series A preferred stock. We must waive or satisfy all conditions to the conversion offer on or prior to the expiration date to accept any shares of Series A preferred stock for conversion in the conversion offer.

How does the consideration I will receive if I convert my shares of Series A preferred stock in the conversion offer compare to the payments I would receive on the shares of Series A preferred stock if I do not convert now?

          If you do not surrender shares of Series A preferred stock pursuant to the conversion offer, you will receive, when, as and if declared by our board of directors, dividend payments at an annual rate of 5.75% of the liquidation preference per share, accruing from the beginning of each relevant dividend period. Dividend payments are made quarterly in arrears on February 24, May 24, August 24 and November 24 of each year through November 24, 2013 or until such earlier time as they are converted into common stock or redeemed by us. See “Description of Our Series A Preferred Stock — Dividends.” You will also continue to have the right to convert your shares of Series A preferred stock into common stock in accordance with their terms, subject to our right, on or after November 24, 2008, to redeem all or any portion of the Series A preferred stock at 100% of the then liquidation preference per share, plus accrued, unpaid and accumulated dividends thereon. If you do not surrender your shares of Series A preferred stock in the conversion offer, you will not be entitled to receive any conversion consideration as part of the conversion offer.

          If, however, you participate in the conversion offer, for each share of Series A preferred stock converted pursuant to such offer, you will receive the number of shares of common stock and the cash conversion consideration described above in “— What will I receive in the conversion offer if I surrender my shares of Series A preferred stock for conversion and they are accepted?”

How will you finance payment of the cash portion of the conversion consideration?

          Assuming full participation, we estimate that we will need approximately $17.6 million in cash to complete the conversion offer, including the payment of the cash portion of the conversion consideration and all estimated fees and expenses incurred in connection with the conversion offer. We currently intend to pay the cash needed to complete the conversion offer with amounts borrowed under our senior secured credit facility.

What other rights will I lose if I convert my shares of Series A preferred stock in the conversion offer?

          If you validly surrender your shares of Series A preferred stock and we accept them for conversion, you would lose the rights of a holder of Series A preferred stock, which are described in “Comparison of Rights Between the Series A Preferred Stock and Our Common Stock.” For example, you would lose the right to receive quarterly dividends, when, if and as declared by the board of directors. You would also lose the right to receive, out of our assets available for distribution to our stockholders and before any distribution is made to the holders of stock ranking junior to the Series A preferred stock (including common stock), a liquidation preference in the amount of $50.00 per share of Series A preferred stock, plus accumulated and unpaid dividends, upon our voluntary or involuntary liquidation, winding up or dissolution.

Will I be entitled to receive any dividend that may be paid on the Series A preferred stock on the November 24, 2005 dividend payment date if I surrender my Series A preferred stock in the conversion offer prior to November 24th?

          Yes, assuming you held your shares of Series A preferred stock as of October 31, 2005, the record date for the November 24, 2005 dividend. Because the conversion offer will remain open until

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December 9, 2005, if you validly surrender your shares of Series A preferred stock in the conversion offer prior to November 24, 2005 and we accept them for conversion, you will still retain the right to receive a cash payment of the dividend on the Series A preferred stock that we declared and will pay with respect to the November 24, 2005 dividend payment date.

May I convert only a portion of the shares of Series A preferred stock that I hold?

          Yes. You do not have to convert all of your shares of Series A preferred stock to participate in the conversion offer.

If the conversion offer is consummated and I do not participate in the conversion offer or I do not convert all of my shares of Series A preferred stock in the conversion offer, how will my rights and obligations under my remaining outstanding shares of Series A preferred stock be affected?

          The terms of your shares of Series A preferred stock, if any, that remain outstanding after the consummation of the conversion offer will not change as a result of the conversion offer.

What do you intend to do with the shares of Series A preferred stock that are converted in the conversion offer?

          Shares of Series A preferred stock accepted for conversion by us in the conversion offer will be retired and cancelled.

Are you making a recommendation regarding whether I should participate in the conversion offer?

          We are not making any recommendation regarding whether you should convert or refrain from converting your shares of Series A preferred stock in the conversion offer. Accordingly, you must make your own determination as to whether to convert your shares of Series A preferred stock in the conversion offer and, if so, the number of shares of Series A preferred stock to convert. Before making your decision, we urge you to carefully read this conversion offer prospectus in its entirety, including the information set forth in the section of this conversion offer prospectus entitled “Risk Factors,” and the other documents incorporated by reference in this conversion offer prospectus.

Will the common stock to be issued in the conversion offer be freely tradable?

          Yes. The shares of our common stock to be issued in the conversion offer have been approved for listing on the New York Stock Exchange under the symbol “BGC.” Generally, the common stock you receive in the conversion offer will be freely tradable, unless you are considered an “affiliate” of ours, as that term is defined in the Securities Act. For more information regarding the market for our common stock, see the section of this conversion offer prospectus entitled “Market for Our Common Stock and Series A Preferred Stock.”

What are the conditions to the conversion offer?

          The conversion offer is conditioned upon:

• our ability to amend the terms of our senior secured credit facility to permit us to pay holders of our Series A preferred stock a cash premium to convert such shares into common stock;

• our ability to borrow the aggregate amount of the cash premium payment and the fees and expenses associated with the conversion offer under our senior secured credit facility;

• the effectiveness of the registration statement of which this conversion offer prospectus forms a part; and

• the other closing conditions described in “The Conversion Offer — Conditions to the Conversion Offer.”

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          The conversion offer is not conditioned upon any minimum number of shares of Series A preferred stock being surrendered for conversion. We may waive certain conditions of this conversion offer. If any of the conditions are not satisfied or waived, we will not accept and convert any validly surrendered shares of Series A preferred stock. For more information regarding the conditions to the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Conditions to the Conversion Offer.”

How will fluctuations in the trading price of our common stock affect the consideration offered to holders of shares of Series A preferred stock?

          Our common stock is traded on the New York Stock Exchange under the symbol “BGC.” The last reported sale price of our common stock on November 4, 2005 was $17.00 per share. At present, each share of Series A preferred stock is immediately convertible into 4.998 shares of our common stock, which is equivalent to a conversion price of $10.004 per share.

          We are offering to convert each share of Series A preferred stock into 4.998 shares of common stock, subject to adjustment and less fractional shares, plus a cash premium payment of $7.88 per share. If the market price of our common stock declines, the then market value of the fixed portion of the shares of common stock you will receive in the conversion of your shares of Series A preferred stock will also decline. However, neither the number of shares of common stock nor the cash payment you would receive in the conversion offer will vary based on the trading price of our common stock. The trading price of our common stock could fluctuate depending upon any number of factors, including those specific to us and those that influence the trading prices of equity securities generally. See “Risk Factors — Risks Related to the Conversion Offer — The market price and value of our common stock may fluctuate, and reductions in the price of our common stock could make the Series A preferred stock a less attractive investment.”

When does the conversion offer expire?

          The conversion offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless extended or earlier terminated by us.

Under what circumstances can the conversion offer be extended, amended or terminated?

          We reserve the right to extend the conversion offer for any reason at all. We also expressly reserve the right, at any time or from time to time, to amend the terms of the conversion offer in any respect prior to the expiration date of the conversion offer. Further, we may be required by law to extend the conversion offer if we make a material change in the terms of the conversion offer or in the information contained in this conversion offer prospectus or waive a material condition to the conversion offer. During any extension of the conversion offer, shares of Series A preferred stock that were previously surrendered for conversion and not validly withdrawn will remain subject to the conversion offer. We reserve the right, in our sole and absolute discretion, to terminate the conversion offer, at any time prior to the expiration date of the conversion offer if any condition to the conversion offer is not met. If the conversion offer is terminated, no shares of Series A preferred stock will be accepted for conversion and any shares of Series A preferred stock that have been surrendered for conversion will be returned to the holder promptly after the termination. For more information regarding our right to extend, amend or terminate the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Expiration Date and Amendments.”

How will I be notified if the conversion offer is extended, amended or terminated?

          If the conversion offer is extended, amended or terminated, we will promptly make a public announcement by issuing a press release, with the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date of the conversion offer. For more information regarding notification of extensions,

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amendments or the termination of the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Expiration Date and Amendments.”

What risks should I consider in deciding whether or not to convert my Series A preferred stock?

          In deciding whether to participate in the conversion offer, you should carefully consider the discussion of risks and uncertainties affecting our business, the Series A preferred stock and our common stock that are described in the section of this conversion offer prospectus entitled “Risk Factors,” and the documents incorporated by reference in this conversion offer prospectus.

What are the material U.S. federal income tax considerations of my participating in the conversion offer?

          The conversion of the Series A preferred stock for common stock and cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) is likely to be taxable to you, at least in part. The determination of the extent to which you will incur a U.S. federal income tax liability will generally be based on the amount of cash that you receive and your basis in the Series A preferred stock at the time of the conversion. Any cash received in respect of accrued but unpaid dividends will likely also be taxable to you. For more details, please see the section of this conversion offer prospectus entitled “Material U.S. Federal Income Tax Considerations.” You should consult your own tax advisor for a full understanding of the tax considerations of participating in the conversion offer.

How will the conversion offer affect the trading market for the shares of Series A preferred stock that are not exchanged?

          The Series A preferred stock is not listed on any national securities exchange and there is no established trading market for these shares. A substantial majority of the shares of Series A preferred stock are traded over-the-counter, and the remainder of these shares are traded on the PORTAL system of the National Association of Securities Dealers, Inc. If a sufficiently large number of shares of Series A preferred stock do not remain outstanding after the conversion offer, the trading market for the remaining outstanding shares of Series A preferred stock may become even less liquid and more sporadic, and market prices may fluctuate significantly depending on the volume of trading in shares of Series A preferred stock. In such an event, your ability to sell your shares of Series A preferred stock not surrendered in the conversion offer may be impaired. See “Risk Factors — Risks Related to the Conversion Offer — You may have difficulty selling the Series A preferred stock that you do not convert.”

Are your financial condition and results of operations relevant to my decision to convert my shares as part of the conversion offer?

          Yes. The price of our common stock and the Series A preferred stock are closely linked to our financial condition and results of operations. For information about the accounting treatment of the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Accounting Treatment.”

Will you receive any cash proceeds from the conversion offer?

          No. We will not receive any cash proceeds from the conversion offer.

How do I convert my shares of Series A preferred stock in the conversion offer?

          If you beneficially own shares of Series A preferred stock that are held in the name of a broker or other nominee and wish to convert such shares of Series A preferred stock, you should promptly instruct your broker or other nominee to convert on your behalf. To convert shares of Series A preferred stock,

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Mellon Investor Services LLC, the conversion agent, must receive, prior to the expiration date of the conversion offer:

• either

• the certificates representing such shares of Series A preferred stock and a duly executed and completed letter of transmittal, or

• in the case of book-entry transfer, a timely confirmation of book-entry transfer of such shares of Series A preferred stock, and

• either

• a properly completed and executed letter of transmittal, or

• a properly transmitted agent’s message through the automated tender offer program, or ATOP, of The Depository Trust Company, which we refer to in this conversion offer prospectus as the “depositary” or “DTC,” according to the procedure for book-entry transfer described in this conversion offer prospectus.

          For more information regarding the procedures for converting your shares of Series A preferred stock, see the section of this conversion offer prospectus entitled “The Conversion Offer — Procedures for Converting Shares of Series A Preferred Stock in the Conversion Offer.”

What happens if some or all of my shares of Series A preferred stock are not accepted for conversion?

          If we decide for any reason not to accept some or all of your shares of Series A preferred stock, the shares of Series A preferred stock not accepted by us will be returned to you, at our expense, promptly after the expiration or termination of the conversion offer by book entry transfer into the conversion agent’s account at DTC. DTC will credit any validly withdrawn or unaccepted shares of Series A preferred stock to your account at DTC. For more information, see the section of this conversion offer prospectus entitled “The Conversion Offer — Withdrawal Rights.”

Until when may I withdraw shares of Series A preferred stock previously surrendered for conversion?

          If not previously returned, you may withdraw shares of Series A preferred stock that were previously surrendered for conversion at any time until the conversion offer has expired. In addition, you may withdraw any shares of Series A preferred stock that you surrender that are not accepted for conversion by us after the expiration of 40 business days from November 9, 2005, if such shares have not been previously returned to you. For more information, see the section of this conversion offer prospectus entitled “The Conversion Offer — Withdrawal Rights.”

How do I withdraw shares of Series A preferred stock previously surrendered for conversion?

          To withdraw shares of Series A preferred stock previously surrendered for conversion, you must either give written notice of withdrawal which must be received by the conversion agent on or before the expiration date, or, in the case of book-entry transfer, you must comply with the appropriate procedures of DTC’s automated tender offer program. For more information regarding the procedures for withdrawing these shares, see the section of this conversion offer prospectus entitled “The Conversion Offer — Withdrawal Rights.”

Will I have to pay any fees or commissions if I convert my shares of Series A preferred stock in this conversion offer?

          If your shares of Series A preferred stock are held through a broker or other nominee who surrenders the Series A preferred stock on your behalf (other than those surrendered through the dealer manager), your broker may charge you a commission for doing so. You should consult with your broker or nominee to determine whether any charges will apply. Otherwise, you will not be required to pay any fees

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or commissions to us, the dealer manager, the conversion agent or the information agent in connection with the conversion offer.

With whom may I talk if I have questions about the conversion offer?

          If you have questions regarding the conversion offer, please contact the dealer manager, Merrill Lynch & Co. You may call Merrill Lynch toll-free at (888) 654-8637 or collect at (212) 449-4914. If you have questions regarding the procedures for converting your shares of Series A preferred stock in the conversion offer, please contact Mellon Investor Services LLC, the conversion agent, toll-free at (800) 685-4258. If you require additional conversion offer materials, please contact D.F. King & Co., Inc., the information agent, at (212) 269-5550. You may also write to any of these entities at one of their respective addresses set forth on the back cover of this conversion offer prospectus.

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THE CONVERSION OFFER

Purpose and Effect

          The purposes of the conversion offer are to induce the conversion to common stock of any and all of the outstanding shares of Series A preferred stock to reduce our ongoing fixed dividend obligations and to improve the trading liquidity of our common stock by increasing the number of outstanding shares of common stock available for trading. The conversion offer allows current holders of shares of our Series A preferred stock to convert such shares into the right to receive a cash premium payment of $7.88 per share, subject to adjustment, plus accrued, unpaid and accumulated dividends thereupon, in addition to the shares of common stock that they would receive upon conversion of the Series A preferred stock. Any shares of Series A preferred stock that are converted in the conversion offer will be cancelled and retired.

Terms of the Conversion Offer

          Pursuant to the terms of the conversion offer, including the terms or conditions of any extension or amendment of the conversion offer, we will accept for conversion, and promptly convert pursuant to the terms of the Series A preferred stock and will pay the conversion consideration described below in respect of, all shares of Series A preferred stock validly surrendered for conversion pursuant to the conversion offer and not validly withdrawn (or, if withdrawn, validly re-surrendered after such withdrawal). We will make this payment by depositing with the conversion agent the conversion consideration in immediately available funds promptly after the expiration date. The conversion agent will act as agent for converting holders for the purpose of receiving payment from us and transmitting such payment to the converting holders. Under no circumstances will interest be paid on the conversion consideration in the event of any delay on behalf of the conversion agent in making payment.

          For each share of Series A preferred stock you validly surrender as part of the conversion offer and we accept for conversion, you will receive:

• a cash premium payment equal to $7.88, subject to adjustment;

• 4.998 shares of our common stock, which is equal to the number of shares that you would otherwise receive upon conversion of a share of Series A preferred stock, subject to adjustment as provided in the terms of the Series A preferred stock and less any fractional shares; and

• an amount in cash equal to the accrued but unpaid and accumulated dividends on each share of Series A preferred stock from and after November 24, 2005, the last dividend payment date prior to the expiration date of the conversion offer, up to, but not including, the settlement date.

          We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock in the conversion offer. Instead, we will pay a cash adjustment for all fractional shares based upon the market price of the common stock on the second business day before the settlement date of the conversion.

          Assuming that all of the 2,069,907 outstanding shares of Series A preferred stock are converted into common stock pursuant to the conversion offer, we estimate that the total amount of cash needed to complete the conversion offer, including the payment of all related fees and expenses, will be approximately $17.6 million. We will need to borrow substantially all of this cash under our senior secured credit facility. See “— Conditions to the Conversion Offer — Financing Conditions.” We currently have no alternative plan of conducting the conversion offer if we are unable to borrow under our senior secured credit facility the cash necessary to complete it. Other than such repayments of principal or interest as may be required pursuant to the terms of the senior secured credit facility, we have no present plans or arrangements to finance or repay any amounts borrowed in connection with the conversion offer.

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          Subject to Rule 14e-1(c) of the Securities Exchange Act of 1934, as amended, we reserve the right in our sole discretion and at any time to delay acceptance for conversion of, or payment of conversion consideration in respect of, shares of Series A preferred stock in order to comply with applicable law. See “— Conditions to the Conversion Offer.” In all cases, the conversion agent will make payment to holders of Series A preferred stock or beneficial owners of the conversion consideration for such shares surrendered for conversion pursuant to the conversion offer only after the conversion agent has received, prior to the expiration date:

• either of the following:

          (1) certificates representing the shares of Series A preferred stock to be converted in the conversion offer; or

          (2) timely confirmation of a book-entry transfer of the shares of Series A preferred stock into the conversion’s agent account at DTC pursuant to the procedures set forth in this section; and

• either of the following:

          (1) a properly completed and duly executed letter of transmittal, together with any other forms, signatures, guarantees, documents or information that may be required thereby; or

          (2) a properly transmitted agent’s message through ATOP.

          For purposes of this conversion offer, shares of Series A preferred stock surrendered for conversion will only be deemed to have been accepted for conversion and payment of conversion consideration if, as and when we give proper notice of such acceptance to the conversion agent.

          Converting holders will not be obligated to pay brokerage fees or commissions to the dealer manager, the information agent, the conversion agent or us. Converting holders will not be required to pay transfer taxes on the payment of the conversion consideration, except as provided in the letter of transmittal.

Expiration Date and Amendments

          The conversion offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless we, in our sole discretion, extend the conversion offer, in which case the term “expiration date” means the latest date and time to which we extend the conversion offer. In any event, the conversion offer will be open for at least 20 full business days.

          We also may extend the conversion offer or amend or terminate the conversion offer if any of the conditions described below under “— Conditions to the Conversion Offer” have not been satisfied or waived prior to the expiration date by giving proper notice to the conversion agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion and at any time, to amend the terms of the conversion offer in any manner permitted or not prohibited by applicable law. We will notify you as promptly as practicable of any extension, amendment or termination in accordance with applicable law. We will also file an amendment to the registration statement of which this conversion offer prospectus is a part with respect to any fundamental change in the conversion offer.

          If we determine to extend the conversion offer, then we will notify the conversion agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any extension, all shares of Series A preferred stock previously surrendered for conversion will remain subject to the conversion offer and may be accepted for conversion by us, except that surrendered shares may be validly withdrawn after the expiration date if the shares of Series A preferred stock have not been accepted for conversion after the expiration of 40 business days from November 9, 2005. Any shares of Series A preferred stock not

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accepted for conversion for any reason will be returned without expense to the surrendering holder promptly after the expiration or termination of the conversion offer.

Procedures for Surrendering Shares of Series A Preferred Stock for Conversion

Submission of Shares of Series A Preferred Stock

          The submission of shares of Series A preferred stock for conversion as described below and our acceptance of such shares will constitute a binding agreement between the converting holder and us upon the terms and conditions described in this conversion offer prospectus and in the accompanying letter of transmittal. Except as described below, a converting holder who wishes to submit shares of Series A preferred stock for conversion in response to the conversion offer must deliver the shares, together with a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the conversion agent at the address listed on the back cover page of this conversion offer prospectus prior to 5:00 p.m., New York City time, on Friday, December 9, 2005. All shares not converted in response to the conversion offer will be returned to the submitting holder at our expense as promptly as practicable following the expiration date.

          THE METHOD OF DELIVERY OF SHARES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

          There are no guaranteed delivery procedures in connection with this conversion offer.

Book-Entry Delivery Procedures

          Any financial institution that is a participant in DTC may make book-entry delivery of the shares of Series A preferred stock by causing DTC to transfer such shares into the conversion agent’s account in accordance with that facility’s procedures for the transfer. In connection with a book-entry transfer, a letter of transmittal need not be transmitted to the conversion agent, as long as the book-entry transfer procedure is complied with prior to 5:00 p.m., New York City time, on the expiration date and an agent’s message (as defined below) is received by the conversion agent prior to 5:00 p.m., New York City time, on the expiration date. The term “agent’s message” means a message, transmitted by DTC to, and received by, the conversion agent, which states that (1) DTC has received an express acknowledgement from the participant in DTC submitting shares of Series A preferred stock for conversion, (2) the participant has received and agrees to be bound by the terms of the letter of transmittal and (3) we may enforce the agreement against the participant.

Signatures and Signature Guarantees

          Each signature on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed, unless the shares surrendered for conversion with that letter of transmittal are submitted (1) by a registered holder of the shares who has not completed either the box entitled “Special Conversion Instructions” or the box entitled “Special Delivery Instructions” in the letter of transmittal, or (2) for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, each known as an eligible institution. In the event that a signature on a letter of transmittal or a notice of withdrawal, as the case may be, is required to be guaranteed, the guarantee must be by an eligible institution. If the letter of transmittal is signed by a person other than the registered holder of the shares, the shares surrendered for conversion must either (1) be endorsed by the registered holder, with the signature guaranteed by an eligible institution, or (2) be accompanied by a stock power,

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in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder, with the signature guaranteed by an eligible institution. The term “registered holder” as used in this paragraph with respect to the shares of Series A preferred stock means any person in whose name such shares are registered on the books of the transfer agent and registrar for the shares.

          If any letter of transmittal, endorsement, stock power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, corporation or other person acting in a fiduciary or representative capacity, the signatory should so indicate when signing, and, unless waived by us, submit proper evidence of the person’s authority to so act, which evidence must be satisfactory to us in our sole discretion.

Beneficial Owners

          Any beneficial owner of the shares of Series A preferred stock whose shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to submit shares for conversion in the conversion offer should contact the broker, dealer, commercial bank, trust company or other nominee promptly and instruct it to have the registered holder submit such shares for conversion on the beneficial owner’s behalf. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

Backup Withholding

          To prevent U.S. federal income tax backup withholding, each converting holder of Series A preferred stock that is a U.S. person generally must provide the conversion agent with the holder’s correct taxpayer identification number and certify that the holder is not subject to U.S. federal income tax backup withholding by completing the Form W-9 provided with the letter of transmittal. Each converting holder of shares that is not a U.S. person generally must provide the conversion agent with an applicable Form W-8, certifying that the holder is not a U.S. person and is not subject to U.S. federal income tax backup withholding. For a discussion of the material U.S. federal income tax considerations relating to backup withholding, see “Material U.S. Federal Income Tax Considerations.”

Determination of Validity

          We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any shares of Series A preferred stock surrendered for conversion pursuant to any of the procedures described above in our sole discretion, and this determination will be final and binding. We reserve the absolute right to reject any and all surrenders of any shares that we determine not to be in proper form or if our acceptance for conversion of, or payment of conversion consideration in respect of, such shares may, in our opinion or the opinion of our counsel, be unlawful. We also reserve the absolute right, in our sole discretion, to waive any of the conditions of the conversion offer or any defect or irregularity in any surrender with respect to any holder’s shares, whether or not similar defects or irregularities are waived in the case of other holders. Our interpretation of the terms and conditions of the conversion offer and the documents delivered in connection therewith will be final and binding. Neither we, nor the conversion agent, the dealer manager, the information agent, nor any other person, will be under any duty to give notification of any defects or irregularities in surrenders or will incur any liability for failure to give any such notification. If we waive our right to reject a defective surrender, the holder will be entitled to the conversion consideration.

Withdrawal Rights

          You may withdraw your submission of shares of Series A preferred stock for conversion at any time before the conversion offer expires. In addition, you may withdraw any previously surrendered shares of Series A preferred stock that are not accepted for conversion by us after the expiration of 40 business days from November 9, 2005, if such shares have not been previously returned to you.

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          For a withdrawal to be effective, the conversion agent must receive a written or facsimile notice of withdrawal at its address listed on the back cover of this conversion offer prospectus. A facsimile transmission notice of withdrawal that is received prior to receipt of a surrender of shares sent by mail and postmarked prior to the date of the facsimile transmission of withdrawal will be treated as a withdrawn surrender. The notice of withdrawal must:

• specify the name of the person who surrendered the shares to be withdrawn;

• identify the shares to be withdrawn, including the number of shares and certificate number, or, in the case of shares surrendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC and the letter of transmittal;

• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which those shares were surrendered, including any required signature guarantee, or be accompanied by documents of transfer and properly completed irrevocable proxies sufficient to permit our transfer agent to register the transfer of those shares into the name of the depositor withdrawing the surrender; and

• if certificates for shares have been transmitted, specify the name in which shares are registered if different from that of the withdrawing holder.

          If you have delivered or otherwise identified to the conversion agent the certificates for shares of Series A preferred stock, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible guarantor institution, unless the holder is an eligible guarantor institution.

          We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any shares so withdrawn will be deemed not to have been validly surrendered for purposes of the conversion offer. We will return any shares that have been surrendered but that are not converted for any reason to the holder, without cost, promptly after withdrawal, rejection of surrender or termination of the conversion offer. In the case of shares surrendered by book-entry transfer into the conversion agent’s account at DTC, the shares will be credited to an account maintained with DTC for the shares. You may re-surrender properly withdrawn shares by following one of the procedures described under “— Procedures for Surrendering Shares of Series A Preferred Stock for Conversion” at any time on or before the expiration date.

Conditions to the Conversion Offer

Financing Conditions

          Notwithstanding any other provision of the conversion offer, our obligation to accept shares of Series A preferred stock surrendered for conversion and to pay the related conversion consideration, are subject to and conditioned upon, unless waived, our ability to obtain an amendment to our existing senior secured credit facility to permit us to effect the conversion offer. This amendment will be required to complete the conversion offer because the terms of our senior secured credit facility prohibit us from paying cash upon the conversion of our Series A preferred stock. Our obligation to accept shares of Series A preferred stock surrendered for conversion and to pay the related conversion consideration is also conditioned upon our ability to borrow, before 5:00 p.m., New York City time, on the expiration date, on terms and conditions satisfactory to us, sufficient funds under this facility to pay the cash portion of the conversion consideration and the costs and expenses of this conversion offer. If we are unable to amend our senior secured credit facility or to borrow the necessary funds thereunder on terms and conditions satisfactory to us, we will not be required to accept for conversion pursuant to the conversion offer, pay conversion consideration in respect of, and may delay conversion and payment of conversion consideration in respect of, any shares of Series A preferred stock surrendered for conversion, in each event subject to Rule 14e-1(c) under the Exchange Act, and may terminate the conversion offer. We have already begun

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to have initial discussions with our lenders with respect to this amendment. We expect that we will return shares of Series A preferred stock surrendered for conversion promptly if we do not receive such funds on or before 5:00 p.m., New York City time, on the expiration date.

General Conditions

          Notwithstanding any other term of the conversion offer, and in addition to the other conditions described above, we will not be required to accept for conversion or to convert shares of Series A preferred stock if in our sole judgment:

• the registration statement of which this conversion offer prospectus forms a part has not been declared effective by the SEC;

• except as to holders who are or may be affiliates of us, the shares of common stock to be received will not be tradable by the holder without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the conversion offer, or the making of any conversion by a holder of shares, would violate any applicable law, regulation or interpretation of the staff of the SEC;

• any action or proceeding is instituted or threatened in any court or by or before any governmental, regulatory or administrative agency or instrumentality or by any other person in connection with the conversion offer which, in our judgment:

• is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects; or

• would or might prohibit, prevent, restrict or delay consummation of the conversion offer;

• an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality, that, in our sole judgment:

• is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects; or

• would or might prohibit, prevent, restrict or delay consummation of the conversion offer;

• there shall have occurred or be likely to occur any event affecting our business or financial affairs that, in our sole judgment, would or might prohibit, prevent, restrict or delay consummation of the conversion offer;

• there has occurred:

• any general suspension of, or limitation on prices for, trading in securities in the U.S. securities or financial markets;

• any significant adverse change in the price of the Series A preferred stock or the common stock;

• a material impairment in the trading market for securities;

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or other financial markets;

• any limitation that, in our reasonable judgment, might affect the extension of credit by banks or other lending institutions;

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• a commencement or escalation of war or armed hostilities or other national or international calamity directly or indirectly involving the United States; or

• in the case of any of the foregoing in existence on the date of this conversion offer prospectus, a material acceleration or worsening thereof.

          The conditions listed above are for our sole benefit and we may assert them prior to the expiration date regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part prior to the expiration date. If we waive these conditions, then we intend to continue the conversion offer for at least five business days after the waiver. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights which may be asserted at any time and from time to time.

          We will not accept for conversion any shares of Series A preferred stock surrendered, and will not issue common stock in conversion for any surrendered shares of Series A preferred stock, if at that time a stop order is threatened or in effect with respect to the registration statement of which this conversion offer prospectus forms a part.

Resales of Common Stock Received Pursuant to the Conversion Offer

          Assuming that the registration statement of which this conversion offer prospectus forms a part is declared effective by the SEC, common stock received by holders of Series A preferred stock pursuant to this conversion offer may be offered for resale, resold and otherwise transferred without further registration under the Securities Act and without delivery of a prospectus meeting the requirements of Section 10 of the Securities Act if the holder is not our “affiliate” within the meaning of Rule 144(a)(1) under the Securities Act. Any holder who is our affiliate at the time of the conversion must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resales, unless such sale or transfer is made pursuant to an exemption from such requirements and the requirements under applicable state securities laws.

Consequences of Failure to Convert Series A Preferred Stock in the Conversion Offer

          Holders who desire to convert their shares of Series A preferred stock into common stock in the conversion offer should allow sufficient time to ensure timely delivery. Neither we nor the conversion agent is under any duty to give notification of defects or irregularities with respect to the requests for conversion.

          Shares of Series A preferred stock that are not converted or are submitted for conversion but not accepted will, following the consummation of the conversion offer, continue to be subject to the provisions in our amended and restated certificate of incorporation regarding the transfer and exchange of the shares of Series A preferred stock and the existing restrictions on transfer set forth in the legend on the shares of Series A preferred stock and in the offering memorandum, dated November 24, 2003, relating to the issuance of such shares. In general, shares of Series A preferred stock, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We are presently obligated to keep a registration statement under the Securities Act effective with respect to resales of the Series A preferred stock and shares of common stock underlying such stock. However, we are only required to keep such registration statement effective until the earlier of November 24, 2005 or the date on which all shares of Series A preferred stock and the common stock underlying such shares have been sold under such registration statement, and there is no guarantee that we will keep this registration statement effective either before or after such time.

          Shares of Series A preferred stock that are not converted in the conversion offer will remain outstanding and continue to accrue dividends and will be entitled to the rights and benefits their holders have under the certificate of designations relating to the shares of Series A preferred stock. Holders of the Series A preferred stock that remain outstanding after consummation of the conversion offer will vote

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together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the certificate of designations.

Accounting Treatment

          We are offering to pay a cash premium to holders of our Series A preferred stock who elect to convert their shares of Series A preferred stock into shares of our common stock in the conversion offer. The difference between the fair value of the consideration transferred to holders of the Series A preferred stock that convert their shares in the conversion offer and the fair value of common stock issuable pursuant to the original conversion terms, will be subtracted from net income to arrive at net income available to common shareholders and will affect the calculation of earnings per common share in the current period. The fees and expenses we incur in connection with the conversion offer will be recorded as a reduction of shareholders’ equity.

Appraisal Rights

          None of our stockholders will have any appraisal rights with respect to the conversion offer.

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MARKET FOR OUR COMMON STOCK AND SERIES A PREFERRED STOCK

          Our common stock is listed on the New York Stock Exchange under the symbol “BGC.” Our Series A preferred stock is not traded or quoted on an established trading market, although a substantial majority of the shares of Series A preferred stock are traded over-the-counter, with the remainder of these shares being traded on the PORTAL^SM system of The NASDAQ Stock Market, Inc. The following table sets forth the high and low sales price on the New York Stock Exchange and dividends declared per share of our common stock and the high and low bid prices on the over-the-counter market and dividends declared for the Series A preferred stock during the periods shown. The over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	Common Stock						Series A Preferred Stock
	High		Low		Dividends		High		Low		Dividends
Year Ended December 31, 2004:
First Fiscal Quarter	$	9.19	$	6.87	$	—	$	62.50	$	45.00	$	0.72
Second Fiscal Quarter		8.77		6.79		—		59.72		45.00		0.72
Third Fiscal Quarter		11.14		7.95		—		66.81		51.00		0.72
Fourth Fiscal Quarter		14.10		9.59		—		79.25		59.00		0.72
Year Ended December 31, 2005:
First Fiscal Quarter	$	13.86	$	11.10		—	$	78.00	$	65.00	$	0.72
Second Fiscal Quarter		15.10		11.41		—		83.00		66.00		0.72
Third Fiscal Quarter		17.25		14.20		—		92.00		80.00		0.72
Fourth Fiscal Quarter (through November 1, 2005)		17.17		14.66		—		90.00		82.00		0.72

          On November 4, 2005, the closing sale price of our common stock, as reported by the New York Stock Exchange, was $17.00 per share. On that date, there were approximately 2,195 holders of record of our common stock. We believe that as of that date there were over 8,750 beneficial owners of our common stock.

          On November 4, 2005, the average of the closing bid and asked price of the Series A preferred stock on the over-the-counter market was $91.00 per share. DTC is the sole holder of record of the Series A preferred stock. As of November 4, 2005, we believe there were approximately 130 beneficial owners of our Series A preferred stock.

          We paid a $0.05 per share dividend on our common stock each quarter beginning in the fourth quarter of 1997 and through the third quarter of 2002. In October 2002, as a result of an amendment to our then existing credit facility, our board of directors suspended the payment of the quarterly cash dividends on our common stock. The future payment of dividends on our common stock is subject to the discretion of our board of directors, restrictions under our outstanding Series A preferred stock, restrictions under our senior secured credit facility and the indenture governing our senior notes and the requirements of Delaware General Corporation Law and will depend upon general business conditions, our financial performance and other factors our board of directors may consider relevant. We do not expect to pay cash dividends on our common stock in the foreseeable future.

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COMPARISON OF RIGHTS BETWEEN THE SERIES A PREFERRED STOCK AND

OUR COMMON STOCK

          The following describes the material differences between the rights of holders of the shares of Series A preferred stock and holders of shares of our common stock. While we believe that the description covers the material differences between the shares of Series A preferred stock and our common stock, this summary may not contain all of the information that is important to you. You should carefully read this entire conversion offer prospectus and the other documents we refer to and that are incorporated herein by reference for a more complete understanding of the differences between being a holder of shares of Series A preferred stock and a holder of shares of our common stock.

Governing Document

          As a holder of Series A preferred stock, your rights currently are set forth in, and you may enforce your rights under, the Delaware General Corporation Law and our amended and restated certificate of incorporation and amended and restated by-laws, including the certificate of designations with respect to the Series A preferred stock. After completion of the conversion offer, holders of Series A preferred stock who receive shares of our common stock in the conversion offer will have their rights set forth in, and may enforce their rights under, the Delaware General Corporation Law and our amended and restated certificate of incorporation and amended and restated by-laws.

Dividends

          Holders of Series A preferred stock are entitled to receive, when, and if declared by our board of directors out of funds legally available for payment, cumulative quarterly dividends, as described in the section of this conversion offer prospectus entitled “Description of Our Series A Preferred Stock — Dividends.” Holders of shares of our common stock are entitled to receive ratable dividends as declared by our board of directors from time to time at its sole discretion, out of funds legally available for such purpose.

Liquidation Preference

          In the event of our winding-up or dissolution, each holder of Series A preferred stock is entitled to receive and be paid out of our assets available for distribution to our stockholders, before any payment or distribution is made to holders of junior stock, including our common stock, a liquidation preference in the amount of $50.00 per share of Series A preferred stock, plus accumulated and unpaid dividends. In addition, the Series A preferred stock ranks senior to the common stock with respect to the payment of any dividends. Dividend payments to holders of common stock, if declared by our board of directors, will not be made until all required dividend payments are made to the holders of our outstanding preferred stock, including the Series A preferred stock.

Ranking

          In any liquidation, dissolution or winding up of our company, our common stock would rank junior to all outstanding preferred stock, including the Series A preferred stock. As a result, holders of our common stock will not be entitled to receive any payment or other distribution of assets upon the liquidation or dissolution until after our obligations to our debt holders and holders of Series A preferred stock have been satisfied.

Conversion Rights

          Each share of Series A preferred stock is convertible at the holder’s option at any time into 4.998 shares of common stock, subject to certain adjustments as described under “Description of Our Series A Preferred Stock — Conversion Rights — Adjustments to the Conversion Price.” Holders of our shares of common stock have no conversion rights.

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Mandatory Conversion

          If fewer than 103,500 shares of the Series A preferred stock remain outstanding, we may, on or after November 24, 2008, cause all of such stock to be automatically converted upon the terms described under “Description of Our Series A Preferred Stock — Conversion at Our Option.”

Redemption

          We may not redeem any shares of the Series A preferred stock at any time before November 24, 2008. We will be obligated to redeem all outstanding shares of Series A preferred stock on November 24, 2013. The prices, terms and conditions of redemption are described under “Description of Our Series A Preferred Stock — Optional Redemption” and “Description of Our Series A Preferred Stock — Mandatory Redemption.” Holders of our shares of common stock have no redemption rights.

Listing

          The Series A preferred stock was first issued on November 24, 2003 and is not listed or traded on an established trading market, although a substantial majority of the shares of Series A preferred stock are traded over-the-counter, with the remainder of these shares being traded on the PORTAL system of the National Association of Securities Dealers, Inc. Our common stock is listed and traded on the New York Stock Exchange under the symbol “BGC.”

Voting Rights

          Holders of our Series A preferred stock are not entitled to vote on any matters except as required by law and as described under “Description of Our Series A Preferred Stock — Voting Rights.” Holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, other than matters solely affecting any series of preference securities.

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USE OF PROCEEDS

          We will not receive any cash proceeds from the conversion offer.

CAPITALIZATION

          The following table sets forth our capitalization as of September 30, 2005:

• on an actual basis; and

• as adjusted to reflect the conversion offer described under the section entitled “The Conversion Offer,” as if the conversion offer had occurred as of September 30, 2005.

          This table should be read in conjunction with “Selected Historical Financial Information” appearing elsewhere in this conversion offer prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, including all related notes, incorporated by reference in this conversion offer prospectus. See “Incorporation of Certain Documents by Reference.”

					As of September 30, 2005
					Actual			As Adjusted
					(unaudited, in millions)
Cash and cash equivalents					$	51.3		$	51.3
Debt(1):
	Senior secured credit facility(2)					55.4			73.0
	Senior notes due 2010					285.0			285.0
	Other debt					11.9			11.9
				Total debt	$	352.3		$	369.9
Shareholders’ equity:
		Preferred stock, $0.01 par value; 25,000,000 shares authorized:
			Series A redeemable convertible preferred stock, $50.00 liquidation preference per share; 2,070,000 authorized; issued and outstanding shares: 2,069,907 actual; no shares as adjusted(3)		$	103.5		$	—
		Common stock, $0.01 par value; 75,000,000 shares authorized; issued and outstanding shares: 39,740,591 actual; 50,085,986 as adjusted (net of 4,968,755 treasury shares actual and as adjusted)(4)				0.4			0.5
		Additional paid-in capital				148.5			250.9
		Treasury stock				(52.2	)		(52.2	)
		Retained earnings				107.4			90.8
		Accumulated other comprehensive income				3.1			3.1
		Other shareholders’ equity				(5.6	)		(5.6	)
				Total shareholders’ equity		305.1			287.5
				Total capitalization	$	657.4		$	657.4

(1)	Debt does not include approximately $1.0 million of off-balance sheet debt related to the sale of accounts receivable by one of our international operations.
(2)	Excludes $34.4 million of letters of credit outstanding under the senior secured credit facility.

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(3)	The as adjusted amount assumes that all outstanding shares of Series A preferred stock are converted into common stock in connection with this conversion offer.
(4)	Excludes an aggregate of 3.2 million shares of common stock issuable upon the exercise of outstanding stock options.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

          The following table sets forth our consolidated ratio of earnings to combined fixed charges and preferred dividends for each of the periods indicated. The ratio of earnings to combined fixed charges and preferred dividends is the same as the ratio of earnings to fixed charges in the years ended December 31, 2000, 2001 and 2002 as we did not have any preferred stock outstanding in those periods.

          For purposes of calculating the ratio of earnings to combined fixed charges and preferred dividends, earnings consist of pretax income from continuing operations before income taxes and combined fixed charges and preferred dividends. Combined fixed charges and preferred dividends include:

• interest expense, whether expensed or capitalized;

• amortization of debt issuance cost;

• the portion of rent expense representative of the interest factor; and

• the amount of pretax earnings required to cover preferred stock dividends and any accretion in the carrying value of the preferred stock.

											Nine Fiscal
	Year Ended December 31,										Months Ended
											September 30,
	2000		2001		2002		2003		2004		2005
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends(1)		—		2.1x		—		—		1.2x		1.8x

(1)  For the years ended December 31, 2000, 2002 and 2003, earnings were insufficient to cover combined fixed charges and preferred dividends by $28.9 million, $27.6 million and $2.1 million, respectively.

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SELECTED HISTORICAL FINANCIAL INFORMATION

          The selected historical financial information for the years ended and as of December 31, 2000, 2001, 2002, 2003 and 2004 were derived from our audited consolidated financial statements. The selected historical financial information for the nine fiscal months ended October 1, 2004 and September 30, 2005 and as of September 30, 2005 were derived from unaudited consolidated financial statements which, in the opinion of our management, include all normal recurring adjustments necessary for a fair presentation of the results for the unaudited interim periods. The following selected historical financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto that are incorporated by reference in this conversion offer prospectus to our Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005.

          The unaudited pro forma financial information for the nine fiscal months ended and as of September 30, 2005 has been prepared to illustrate the estimated effect of the conversion on our unaudited financial information. The unaudited pro forma statement of operations data and balance sheet data set forth below give pro forma effect to the following transactions as if each had occurred as of January 1, 2005 and September 30, 2005, respectively:

• the conversion of 2,069,907 shares of Series A preferred stock into 10,345,395 shares of common stock pursuant to the conversion offer; and

• the payment of $17.6 million, representing the cash conversion consideration to be paid to holders of Series A preferred stock and the estimated fees and expenses related to the conversion offer, funded from additional borrowings under our senior secured credit facility.

          We have included the aggregate cash conversion consideration of $16.6 million in our unaudited pro forma statement of operations data set forth below. The interest expense on the additional borrowings under our senior secured credit facility has been computed using our actual borrowing rate on that facility for the nine fiscal months ended September 30, 2005, and the income tax effect of such additional borrowings has been computed at our estimated effective tax rate. Furthermore, the historical payment of dividends on our Series A preferred stock for the nine fiscal months ended September 30, 2005 has been eliminated in the pro forma financial information.

          The pro forma financial information below does not purport to be indicative of our results of operations or financial condition that would have actually been obtained had such transactions been completed as of the assumed date and for the period presented, or which may be obtained in the future. The pro forma adjustments described above are based upon available information and we have made certain assumptions that our management believes are reasonable. This pro forma financial information should be read together with our condensed consolidated financial statements and the notes thereto and the section of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which has been incorporated by reference into this conversion offer prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

          In August 2000, we sold certain businesses acquired from BICC plc consisting primarily of the operations in the United Kingdom, Italy and Africa and a joint venture interest in Malaysia to Pirelli Cavi e Sistemi S.p.A. The financial data presented below contain those operations sold to Pirelli during 2000 up through the date of sale.

          In September 2000, we acquired Telmag S.A. de C.V., a Mexico-based manufacturer of telecommunications cables. The financial data presented below include the results of operations of this business after the closing date.

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          In March 2001, we sold our Pyrotenax business unit to Raychem HTS Canada, Inc. The results of operations of this business are included in the financial data presented below for the periods prior to the closing date.

          In September 2001, we announced our decision to exit the consumer cordsets business. In October 2001, we sold substantially all of the manufacturing assets and inventory of our building wire business to Southwire Company. The results of operations of these businesses are included in the financial data presented below for the periods prior to the closing date. Beginning in the third quarter of 2001, we have reported the building wire and cordsets segment as discontinued operations for financial reporting purposes. Administrative expenses formerly allocated to this segment are now reported in the continuing operations segments. Prior periods have been restated to reflect this change.

																								Pro Forma
																		Nine Fiscal Months Ended
																								Nine Fiscal
			Year Ended December 31,																					Months Ended
																		October 1,			September 30,			September 30,
			2000(1)			2001(1)			2002			2003			2004			2004			2005			2005
																		(unaudited)			(unaudited)			(unaudited)
Statement of Operations Data:
(in millions)
	Net sales:
		Energy	$	733.6		$	521.8		$	516.0		$	560.2		$	705.7		$	520.4		$	622.2		$	622.2
		Industrial & specialty		796.7			537.6			499.4			542.4			734.3			561.6			650.7			650.7
		Communications		631.8			592.0			438.5			435.8			530.7			403.4			490.4			490.4
Total net sales				2,162.1			1,651.4			1,453.9			1,538.4			1,970.7			1,485.4			1,763.3			1,763.3
Cost of sales				1,870.4			1,410.7			1,287.3			1,365.0			1,756.0			1,326.0			1,564.7			1,564.7
Gross profit				291.7			240.7			166.6			173.4			214.7			159.4			198.6			198.6
Selling, general and administrative expenses				257.6			136.4			150.9			127.7			158.2			115.9			129.1			129.1
Operating income				34.1			104.3			15.7			45.7			56.5			43.5			69.5			69.5
Other income (expense)				—			8.1			—			1.5			(1.2	)		(0.9	)		—			—
Interest expense, net				(59.8	)		(43.9	)		(42.6	)		(43.1	)		(35.9	)		(27.3	)		(28.9	)		(29.5	)
Other financial costs				(3.3	)		(10.4	)		(1.1	)		(6.0	)		—			—			—			—
Income (loss) before taxes				(29.0	)		58.1			(28.0	)		(1.9	)		19.4			15.3			40.6			40.0
Income tax benefit (provision)				10.3			(20.6	)		9.9			(2.9	)		18.1			(4.6	)		(15.6	)		(15.4	)
Income (loss) from continuing operations				(18.7	)		37.5			(18.1	)		(4.8	)		37.5			10.7			25.0			24.6
Income (loss) from discontinued operations				(7.7	)		(6.8	)		—			—			—			—			—			—
Income (loss) on disposal of discontinued operations				—			(32.7	)		(5.9	)		—			0.4			—			—			—
Net income (loss)			$	(26.4	)	$	(2.0	)	$	(24.0	)	$	(4.8	)	$	37.9		$	10.7		$	25.0		$	24.6
Less: Series A preferred stock dividends				—			—			—			(0.6	)		(6.0	)		(4.5	)		(4.5	)		(16.6	)
Net income (loss) applicable to common shareholders			$	(26.4	)	$	(2.0	)	$	(24.0	)	$	(5.4	)	$	31.9		$	6.2		$	20.5		$	8.0

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																						Pro Forma
																Nine Fiscal Months Ended
																						Nine Fiscal
	Year Ended December 31,																					Months Ended
																October 1,			September 30,			September 30,
	2000(1)			2001(1)			2002			2003			2004			2004			2005			2005
																(unaudited)			(unaudited)			(unaudited)
Per Share Data:
(in millions, except per share data)
Earnings (loss) of continuing operations per common share	$	(0.56	)	$	1.14		$	(0.55	)	$	(0.16	)	$	0.81		$	0.16		$	0.52		$	0.16
Earnings (loss) of continuing operations per common share — assuming dilution	$	(0.56	)	$	1.13		$	(0.55	)	$	(0.16	)	$	0.75		$	0.16		$	0.49		$	0.16
Earnings (loss) of discontinued operations per common share	$	(0.23	)	$	(1.20	)	$	(0.18	)	$	—		$	0.01			—			—			—
Earnings (loss) of discontinued operations per common share — assuming dilution	$	(0.23	)	$	(1.19	)	$	(0.18	)	$	—		$	0.01			—			—			—
Earnings (loss) per common share	$	(0.79	)	$	(0.06	)	$	(0.73	)	$	(0.16	)	$	0.82		$	0.16		$	0.52		$	0.16
Earnings (loss) per common share — assuming dilution	$	(0.79	)	$	(0.06	)	$	(0.73	)	$	(0.16	)	$	0.75		$	0.16		$	0.49		$	0.16
Weighted average shares outstanding		33.6			32.8			33.0			33.6			39.0			39.2			39.5			49.8
Weighted average shares outstanding — assuming dilution		33.6			33.1			33.0			33.6			50.3			39.9			50.9			50.9
Dividends per common share	$	0.20		$	0.20		$	0.15		$	—		$	—		$	—			—			—
Other Data:
(in millions, except ratio and metals data)
Depreciation and amortization	$	56.0		$	35.0		$	30.6		$	33.4		$	35.4		$	27.3		$	43.6		$	43.6
Capital expenditures	$	(56.0	)	$	(54.9	)	$	(31.4	)	$	(19.1	)	$	(37.0	)	$	(24.1	)	$	(25.7	)	$	(25.7	)
Ratio of earnings to combined fixed charges and preferred dividends(2)		—			2.1	x		—			—			1.2	x		1.2	x		1.8	x		1.3	x
Average daily COMEX price per pound of copper cathode	$	0.84		$	0.73		$	0.72		$	0.81		$	1.29		$	1.25		$	1.57		$	1.57
Average daily selling price per pound of aluminum rod	$	0.75		$	0.69		$	0.65		$	0.69		$	0.85		$	0.83		$	0.90		$	0.90

	December 31,										September 30, 2005
	2000		2001		2002		2003		2004		Actual		Pro Forma
											(unaudited)		(unaudited)
Balance Sheet Data:
(in millions, except per share data)
Cash and cash equivalents	$	21.2	$	16.6	$	29.1	$	25.1	$	36.4	$	51.3	$	51.3
Working capital(3)		375.3		169.9		150.8		236.6		298.0		300.5		300.5
Property, plant and equipment, net		379.4		320.9		323.3		333.3		356.0		328.1		328.1
Total assets		1,319.2		1,005.3		973.3		1,049.5		1,220.8		1,266.9		1,266.9
Total debt(4)		642.6		460.4		451.9		340.4		374.9		352.3		369.9
Net debt(4)(5)		621.4		443.8		422.8		315.3		338.5		301.0		318.6
Shareholders’ equity		128.5		104.9		60.9		240.1		301.4		305.1		287.5
Book value per share		—		—		—		—		—		7.69		5.74

(1)  As of January 1, 2001, we changed our accounting method for non-North American metal inventories from the FIFO method to the LIFO method. The impact of the change was an increase in operating income of $4.1 million, or $0.08 of earnings per share, on both a basic and a diluted basis during 2001. As of January 1, 2000, we changed our accounting method for our North American non-metal inventories from the FIFO method to the LIFO method. The impact of the change was an increase in

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	operating income of $6.4 million, or $0.12 of earnings per share, on both a basic and diluted basis, during 2000.
(2)	For purposes of calculating the ratio of earnings to combined fixed charges and preferred dividends, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of debt issuance cost; (iii) the portion of rental expense representative of the interest factor; and (iv) the amount of pretax earnings required to cover preferred stock dividends and an accretion in the carrying value of the preferred stock. For the years ended December 31, 2000, 2002 and 2003, earnings were insufficient to cover fixed charges by $28.9 million, $27.6 million and $2.1 million, respectively.
(3)	Working capital means current assets less current liabilities.
(4)	Excludes off-balance sheet borrowings of $67.8 million at December 31, 2001, $48.5 million at December 31, 2002 and $1.0 million at September 30, 2005. There were no off-balance sheet borrowings as of December 31, 2000, 2003 and 2004.
(5)	Net debt means our total debt less cash and cash equivalents.

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DESCRIPTION OF OUR SERIES A PREFERRED STOCK

          The following section is a summary of the material provisions of the certificate of designations and does not restate the certificate of designations in its entirety. We urge you to read the certificate of designations with respect to our Series A preferred stock because it, and not this description, defines the rights as holders of the Series A preferred stock. Copies of the certificate of designations are available as set forth under “Where You Can Find More Information.”

          As used in this description, references to “we,” “us,” “our” or “General Cable” mean General Cable Corporation and do not include any current or future subsidiary of General Cable Corporation.

General

          Our amended and restated certificate of incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock without the approval of the holders of our common stock, in one or more series, from time to time, with each such series to have such designation, powers, preferences and rights as may be determined by our board of directors. The Series A preferred stock constitutes a series of these shares of preferred stock.

          The Series A preferred stock constitutes a single series consisting of 2,070,000 shares, of which 2,069,907 shares are outstanding as of November 4, 2005. The holders of the Series A preferred stock have no preemptive rights. The shares of Series A preferred stock were validly issued, fully paid and nonassessable.

Ranking

          The Series A preferred stock ranks, with respect to dividend rights and rights upon liquidation, winding-up or dissolution:

• junior to all our existing and future liabilities, whether or not for borrowed money;

• junior to “senior stock,” which is each class or series of our capital stock the terms of which expressly provide that such class or series will rank senior to the Series A preferred stock;

• on a parity with “parity stock,” which is any other class or series of our capital stock that has terms which expressly provide that such class or series will rank on a parity with the Series A preferred stock;

• senior to “junior stock,” which is our common stock, and each other class or series of our capital stock that has terms which do not expressly provide that such class or series will rank senior to or on a parity with the Series A preferred stock; and

• effectively junior to all of our subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others.

          Without the consent of the holders of at least two-thirds of the shares of Series A preferred stock outstanding, we will not be entitled to issue shares of or increase the authorized number of shares of any class or series of capital stock that ranks senior to the Series A preferred stock with respect to the payment of dividends and distributions upon liquidation, winding-up or dissolution, including, without limitation, any class or series of capital stock, other than parity stock or junior stock, that pays cumulative dividends.

          Except as set forth in the preceding paragraph, we may, without the consent of the holders of the shares of Series A preferred stock, authorize, create (by way of reclassification or otherwise) or issue parity or junior stock or any obligation or security convertible or exchangeable into, or evidencing a right to purchase, shares of any class or series of parity or junior stock.

          The terms “junior stock,” “parity stock” and “senior stock” include warrants, rights, calls or options exercisable for or convertible into that type of stock.

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Dividends

General

          The holders of Series A preferred stock are entitled to receive dividends at the rate of 5.75% per annum on the liquidation preference per share of Series A preferred stock. The rights of the holders of Series A preferred stock to receive dividend payments is subject to the rights of any holders of senior stock and parity stock.

          The dividend rate will increase under the circumstances described below under “— Unpaid Dividends” and “— Registration Rights.” All references to dividends or to a dividend rate shall be deemed to reflect such increase if such increase is applicable.

          Holders of Series A preferred stock will not have any right to receive dividends that we may declare on our common stock. The right to receive dividends declared on our common stock will be realized only after conversion of such holder’s shares of Series A preferred stock into shares of our common stock.

Dividend Payment Dates

          Dividends are payable in arrears on February 24, May 24, August 24 and November 24 of each year. If any of those dates is not a business day, then dividends will be payable on the next succeeding business day. Dividends will accrue from the last dividend payment date. Dividends will be payable to holders of record as they appear in our stock records at the close of business on January 31, April 30, July 31 and October 31 of each year. Dividends payable on the Series A preferred stock for any period other than a full quarterly period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

          We are obligated to pay a dividend on the Series A preferred stock only when, as and if our board of directors or an authorized committee of our board of directors declares the dividend payable and we have assets that legally can be used to pay the dividend.

Form of Payment

          Dividends are payable, at our option, in cash, in shares of our common stock or any combination thereof. In order to pay dividends in shares of our common stock, we must deliver to the transfer agent for the Series A preferred stock a number of shares of our common stock that, when sold by the transfer agent on the holders’ behalf, will result in net cash proceeds to be distributed to the holders of the Series A preferred stock in an amount equal to the cash dividends otherwise payable. To pay dividends in this manner, we must provide the transfer agent with a registration statement permitting the immediate sale of the shares of common stock in the public market. We cannot assure you that we will be able to timely file, cause to be declared effective or keep effective any such registration statement. In addition, in order to pay dividends in shares of our common stock, we may need to obtain the approval of our stockholders under the rules of The New York Stock Exchange. We will use all commercially reasonable efforts to obtain such approval if we determine that such approval is necessary. We cannot assure you that we will be able to obtain such approval from our stockholders.

          Our senior secured credit facility and the indenture governing our senior notes limit our ability to pay cash dividends on shares of the Series A preferred stock. See “Risk Factors — Risks Related to the Conversion Offer — Our ability to pay dividends on our preferred stock and our common stock is limited.” If we are unable to pay dividends in cash on a dividend payment date because such payment is not then permitted by our credit facilities, the indenture with respect to our senior notes or any other agreement, or such payment would be contrary to applicable law or our amended and restated certificate of incorporation or amended and restated by-laws, then we will use our reasonable best efforts to file and cause to be declared effective the registration statement required to permit us to pay dividends in shares of our common stock.

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          If we pay dividends in shares of our common stock by delivering them to the transfer agent, those shares will be owned beneficially by the holders of the Series A preferred stock upon delivery to the transfer agent, and the transfer agent will hold those shares and the net cash proceeds from the sale of those shares for the exclusive benefit of the holders.

Dividends Cumulative

          Dividends on the Series A preferred stock will be cumulative. This means that if our board of directors or an authorized committee of our board of directors fails to declare a dividend to be payable on a dividend payment date, the dividend will accumulate on that dividend payment date until declared and paid or will be forfeited upon conversion (except under the circumstances described under “— Conversion Rights — General”).

Unpaid Dividends

          If we do not pay dividends in full on the Series A preferred stock on more than six dividend payment dates, whether or not consecutive, the per annum dividend rate will be deemed to have increased by 2% on the date following the sixth such dividend payment date. Once all accrued and unpaid or accumulated dividends have been paid in full, the dividend rate will return to the rate in effect before such increase. If, following any such payment in full, we again do not pay dividends in full on any dividend payment date, the per annum dividend rate will be deemed to have increased by 2% on the date following the last dividend payment date through which all accrued and unpaid or accumulated dividends have been paid in full and will return to the rate in effect before such increase only after all accrued and unpaid or accumulated dividends through the latest dividend payment date have been paid in full.

          Except as set forth in the preceding paragraph, we are not obligated to pay holders of the Series A preferred stock any interest or sum of money in lieu of interest on any dividend not paid on a dividend payment date or any other late payment. We are also not obligated to pay holders of the Series A preferred stock any dividend in excess of the full dividends on the Series A preferred stock that are payable as described above.

          If our board of directors or an authorized committee of our board of directors does not declare a dividend for any dividend payment date, the board of directors or an authorized committee of our board of directors may declare and pay the dividend on any subsequent date, whether or not a dividend payment date. The persons entitled to receive the dividend in such case will be holders of the Series A preferred stock as they appear on our stock register on a date selected by the board of directors or an authorized committee of our board of directors. That date must not (a) precede the date our board of directors or an authorized committee of our board of directors declares the dividend payable and (b) be more than 60 days prior to that dividend payment date.

Payment Restrictions

          If we do not pay a dividend on a dividend payment date, then, until all accumulated dividends have been declared and paid or declared and set apart for payment:

• we may not take any of the following actions with respect to any of our junior stock:

• declare or pay any dividend or make any distribution of assets on any junior stock, except that we may pay dividends in shares of our junior stock and pay cash in lieu of fractional shares in connection with any such dividend; or

• redeem, purchase or otherwise acquire any junior stock, except that (i) we may redeem, repurchase or otherwise acquire junior stock upon conversion or exchange of such junior stock for other junior stock and pay cash in lieu of fractional shares in connection with any such conversion or exchange and (ii) we may make repurchases of our capital stock deemed to occur upon the exercise of stock options if such capital stock represents a portion of the exercise price thereof and repurchases of capital stock

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deemed to occur upon the withholding of a portion of the capital stock issued, granted or awarded to one of our directors, officers or employees to pay for the taxes payable by such director, officer or employee upon such issuance, grant or award in order to satisfy, in whole or in part, withholding tax requirements in connection with the exercise of such options, in accordance with the provisions of an option or rights plan or program of ours, in each case as in effect on the date the Series A preferred stock is first issued, or any other plan substantially similar thereto; and

• we may not take any of the following actions with respect to any of our parity stock:

• declare or pay any dividend or make any distribution of assets on any parity stock, except that we may pay dividends on parity stock provided that the total funds available to be paid be divided among the Series A preferred stock and such parity stock on a pro rata basis in proportion to the aggregate amount of dividends accrued and unpaid or accumulated thereon; or

• we may not redeem, purchase or otherwise acquire any of our parity stock, except that we may redeem, purchase or otherwise acquire parity stock upon conversion or exchange of such parity stock for our junior stock or other parity stock and pay cash in lieu of fractional shares in connection with any such conversion or exchange, so long as, in the case of such other parity stock, (i) such other parity stock contains terms and conditions (including, without limitation, with respect to the payment of dividends, dividend rates, liquidation preferences, voting and representation rights, payment restrictions, antidilution rights, change of control rights, covenants, remedies and conversion and redemption rights) that are not materially less favorable, taken as a whole, to us or to the holders of our Series A preferred stock than those contained in the parity stock that is converted into or exchanged for such other parity stock, (ii) the aggregate amount of the liquidation preference of such other parity stock does not exceed the aggregate amount of the liquidation preference, plus accrued and unpaid or accumulated dividends, of the parity stock that is converted into or exchanged for such other parity stock and (iii) the aggregate number of shares of our common stock issuable upon conversion, redemption or exchange of such other parity stock does not exceed the aggregate number of shares of our common stock issuable upon conversion, redemption or exchange of the parity stock that is converted into or exchanged for such other parity stock.

Optional Redemption

          We may not redeem any shares of Series A preferred stock at any time before November 24, 2008. At any time or from time to time thereafter, we will have the option to redeem all or any outstanding shares of Series A preferred stock, out of funds legally available for such payment, upon not less than 30 nor more than 60 days’ prior notice, in cash at the redemption prices specified below, plus an amount in cash equal to all accrued and unpaid or accumulated dividends from, and including, the immediately preceding dividend payment date to, but excluding, the redemption date, during the 12-month period commencing on November 24 of each of the years set forth below:

2008	$	51.4375
2009	$	51.1500
2010	$	50.8625
2011	$	50.5750
2012, until the day prior to mandatory redemption	$	50.2875

          In the event of a partial redemption of the Series A preferred stock, the shares to be redeemed will be selected on a pro rata basis, except that we may redeem all shares of Series A preferred stock held

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by any holder of fewer than 10 shares (or all shares of Series A preferred stock owned by any holder who would hold fewer than 10 shares as a result of such redemption), as determined by us.

          Our senior secured credit facility prohibits us from redeeming the Series A preferred stock at our option so long as that facility is outstanding. The indenture for our senior notes limits our ability to redeem the Series A preferred stock, and future debt agreements may also contain restrictions or prohibitions.

Mandatory Redemption

          We will be obligated to redeem all outstanding shares of Series A preferred stock on November 24, 2013, out of funds legally available for such payment, at a redemption price equal to the liquidation preference thereof, plus all accrued and unpaid or accumulated dividends.

Form of Payment of Mandatory Redemption Price

          We may, at our option, elect to pay the redemption price in cash or in shares of our common stock at a discount of 5% from the market price of our common stock (i.e., valued at 95% of the market price of our common stock), or any combination thereof. We may pay such redemption price, whether in cash or in shares of our common stock, only if we have funds legally available for such payment and may pay such redemption price in shares of our common stock only if such shares are eligible for immediate sale in the public market either (i) by non-affiliates of ours absent a registration statement or (ii) pursuant to a registration statement that has become effective.

          We will be required to give notice to all holders and beneficial owners as required by applicable law, on a date not less than 10 business days prior to the redemption date stating among other things:

• whether we will pay the redemption price of the Series A preferred stock in cash or shares of our common stock or any combination thereof and specifying the percentages of each;

• if we elect to pay in shares of our common stock, the method of calculating the market price of such common stock, as described under “General Provisions Concerning Mandatory Redemption with Shares of Common Stock” below; and

• the procedures that must be followed in connection with the redemption.

General Provisions Concerning Mandatory Redemption with Shares of Common Stock

          We will notify the holders of the Series A preferred stock upon the determination of the actual number of shares of our common stock deliverable upon any redemption of the Series A preferred stock no later than two business days prior to the redemption date.

          Our right to redeem Series A preferred stock with shares of common stock is subject to our satisfying various conditions, including:

• the listing of such shares of common stock on the principal U.S. securities exchange on which our common stock is then listed or, if not so listed, on The NASDAQ National Market;

• the registration of the common stock under the Securities Act and the Exchange Act, if required; and

• any necessary qualification or registration under applicable state securities law or the availability of an exemption from such qualification and registration.

          If such conditions are not satisfied with respect to a holder prior to the close of business on any redemption date, we will be required to pay the redemption price of such holder’s shares of Series A preferred stock entirely in cash. We may not change the form or components or percentages of components of consideration to be paid for the shares of Series A preferred stock once we have given any

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notice that we are required to give to holders of the Series A preferred stock, except as described in the first sentence of this paragraph.

          The “market price” of our common stock means the average of the sale prices of our common stock for the five trading day period ending on the third business day prior to the redemption date (if the third business day prior to the redemption date is a trading day or, if not, then on the last trading day prior to the third business day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on the redemption date, of any event that would result in an adjustment to the conversion price of the Series A preferred stock, as described below under “— Adjustments to the Conversion Price.”

          The sale price of our common stock on any trading day means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that trading day as reported in composite transactions for the principal U.S. securities exchange on which our common stock is traded or, if our common stock is not listed on a U.S. national or regional securities exchange, as reported by The NASDAQ National Market.

          A trading day means each day on which the securities exchange or quotation system that is used to determine the sale price is open for trading or quotation.

          Because the market price of our common stock is determined prior to the redemption date, holders of the Series A preferred stock bear the market risk with respect to the value of our common stock to be received from the date the market price is determined to the redemption date. We may pay the redemption price or any portion of the redemption price in shares of our common stock only if the information necessary to calculate the market price is publicly available.

General Provisions Concerning the Redemption of Series A Preferred Stock

          Payment of the redemption price for shares of Series A preferred stock is conditioned upon book-entry transfer of the Series A preferred stock or physical delivery of certificates representing the Series A preferred stock, together with necessary endorsements, to the transfer agent at any time after delivery of the redemption notice. Payment of the redemption price for the Series A preferred stock will be made promptly following the later of the redemption date and the time of book-entry transfer of or physical delivery of the Series A preferred stock.

          If DTC and the transfer agent hold money or securities sufficient to pay the redemption price of Series A preferred stock on the redemption date for shares delivered for redemption in accordance with the terms of the certificate of designations, then the dividends will cease to accrue. At such time, all rights as a holder of shares of Series A preferred stock shall terminate, other than the right to receive the redemption price upon delivery of certificates representing the Series A preferred stock.

Liquidation Preference

          Upon our voluntary or involuntary liquidation, dissolution or winding-up, each holder of shares of Series A preferred stock will be entitled to payment, out of our assets legally available for distribution, of an amount equal to the liquidation preference per share of Series A preferred stock held by that holder, plus an amount equal to all accrued and unpaid and accumulated dividends on those shares to but excluding the date of liquidation, dissolution or winding-up, before any distribution is made on any junior stock, including our common stock. After payment in full of the liquidation preference and the amount equal to all accrued and unpaid and accumulated dividends to which holders of shares of Series A preferred stock are entitled, the holders will not be entitled to any further participation in any distribution of our assets. If, upon our voluntary or involuntary liquidation, dissolution or winding-up, the amounts payable with respect to shares of Series A preferred stock and all other parity stock are not paid in full, the holders of shares of Series A preferred stock and the holders of the parity stock will share equally and

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ratably in any distribution of our assets in proportion to the full liquidation preference and the amount equal to all accrued and unpaid and accumulated dividends to which each such holder is entitled.

          Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of our property or assets nor our consolidation, merger or amalgamation with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into us will be deemed to be our voluntary or involuntary liquidation, dissolution or winding-up.

Conversion Rights

General

          Each share of Series A preferred stock is convertible at any time at the option of the holder, unless previously redeemed or repurchased, into fully paid and nonassessable shares of our common stock at a current conversion price of $10.004 per share, adjusted as provided under “— Adjustments to the Conversion Price.” The number of shares of common stock deliverable upon conversion of a share of Series A preferred stock, commonly referred to as the “conversion rate,” is currently 4.998, which represents the liquidation preference divided by the current conversion price. The conversion rate will be adjusted as a result of any adjustment to the conversion price.

          A holder of shares of Series A preferred stock may convert any or all of those shares by surrendering to us at our principal office or at the office of the transfer agent, as may be designated by our board of directors, the certificate or certificates for those shares of Series A preferred stock accompanied by a written notice stating that the holder elects to convert all or a specified whole number of those shares in accordance with the provisions of the certificate of designations and specifying the name or names in which the holder wishes the certificate or certificates for shares of common stock to be issued. In case the notice specifies a name or names other than that of the holder, the notice must be accompanied by payment of all transfer taxes payable upon the issuance of shares of common stock in that name or names. Other than those taxes, we will pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of common stock upon conversion of shares of the Series A preferred stock. As promptly as practicable after the surrender of that certificate or certificates and the receipt of the notice relating to the conversion and payment of all required transfer taxes, if any, or the demonstration to our satisfaction that those taxes have been paid, we will deliver or cause to be delivered (a) certificates representing the number of validly issued, fully paid and nonassessable full shares of our common stock to which the holder, or the holder’s transferee, of shares of Series A preferred stock being converted will be entitled and (b) if less than the full number of shares of Series A preferred stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by the surrendered certificate or certificates less the number of shares being converted. This conversion will be deemed to have been made at the close of business on the date of giving the notice and of surrendering the certificate or certificates representing the shares of Series A preferred stock to be converted so that the rights of the holder thereof as to the shares being converted will cease except for the right to receive shares of common stock and accrued and unpaid dividends with respect to the shares of Series A preferred stock being converted, and the person entitled to receive the shares of common stock will be treated for all purposes as having become the record holder of those shares of common stock at that time.

          If a holder of shares of Series A preferred stock exercises conversion rights (other than in connection with this conversion offer), upon delivery of the shares for conversion, those shares will cease to accrue dividends as of the end of the day immediately preceding the date of conversion. Except as set forth in the last sentence of this paragraph, holders of shares of Series A preferred stock who convert their shares into common stock (other than in connection with this conversion offer) will not be entitled to, nor will the conversion price or conversion rate be adjusted for, any accrued and unpaid or accumulated dividends. As a result of the foregoing, shares of Series A preferred stock surrendered for conversion during the period between the close of business on any dividend record date and the opening of business

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on the corresponding dividend payment date (other than in connection with this conversion offer) must be accompanied by payment of an amount equal to the dividend declared and payable on such shares on such dividend payment date. Notwithstanding the foregoing, a holder of shares of Series A preferred stock whose shares are converted after we have given a notice of redemption will continue to be entitled to receive all accrued and unpaid and accumulated dividends, and those dividends will be payable by us as and when, those dividends are paid to any holders or, if none, on the date which would have been the next succeeding dividend payment date had there been any holders or at a later time when we believe we have adequate available capital under applicable law to make such a payment.

          Notwithstanding the foregoing, any holder of shares of Series A preferred stock who validly surrendered such shares for conversion in the conversion offer (where such shares were held by such holder as of October 31, 2005) will retain the right to receive a cash payment of the dividend on the shares of Series A preferred stock we declared and will pay with respect to the November 24, 2005 dividend payment date.

          In case any shares of Series A preferred stock are to be redeemed, the right to convert those shares of Series A preferred stock will terminate at the close of business on the business day immediately preceding the date fixed for redemption unless we default in the payment of the redemption price of those shares.

          We will at all times reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of Series A preferred stock a number of our authorized but unissued shares of common stock that will from time to time be sufficient to permit the conversion of all outstanding shares of Series A preferred stock. Before the delivery of any securities that we will be obligated to deliver upon conversion of the Series A preferred stock, we will comply with all applicable federal and state laws and regulations which require action to be taken by us. All shares of common stock delivered upon conversion of the Series A preferred stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

Conversion at Our Option

          If fewer than 103,500 shares of Series A preferred stock remain outstanding, we may, at any time on or after November 24, 2008, at our option, cause all, but not less than all, of such Series A preferred stock to be automatically converted into that number of shares of common stock equal to the liquidation preference thereof plus all accrued and unpaid or accumulated dividends divided by the lesser of (i) the conversion price and (ii) the market price of our common stock. We will notify each of the holders of the Series A preferred stock by mail of such a conversion pursuant to this paragraph. Such notice shall specify the date of such conversion pursuant to this paragraph, which will not be less than 30 days nor more than 60 days after the date of such notice.

Adjustments to the Conversion Price

   The conversion price is subject to adjustment from time to time as follows:

(1)  Stock splits and combinations. In case we, at any time or from time to time after the issuance date of the shares of Series A preferred stock:

• subdivide or split the outstanding shares of our common stock;

• combine or reclassify the outstanding shares of our common stock into a smaller number of shares; or

• issue by reclassification of the shares of our common stock any shares of our capital stock,

then, and in each such case, the conversion price in effect immediately prior to that event or the record date therefor, whichever is earlier, will be adjusted so that the holder of any shares of Series A preferred stock thereafter surrendered for conversion will be entitled to receive the number of shares of our common stock or of our other securities which the holder would have owned or have been entitled to receive after the occurrence of any of the events described above had those shares of Series A preferred stock been surrendered for conversion immediately before the occurrence of that event or the record date therefor, whichever is earlier.

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(2)  Stock dividends in common stock. In case we, at any time or from time to time after the issuance date of the Series A preferred stock, pay a dividend or make a distribution in shares of our common stock to all of the holders of our common stock, other than dividends or distributions of shares of common stock or other securities with respect to which adjustments are provided in paragraph (1) above, the conversion price will be adjusted by multiplying:

• the conversion price immediately prior to the record date fixed for the determination of stockholders entitled to receive the dividend or distribution by

• a fraction, the numerator of which will be the number of shares of common stock outstanding at the close of business on that record date and the denominator of which will be the sum of that number of shares and the total number of shares issued in that dividend or distribution.

(3)  Issuance of rights or warrants. In case we issue to all holders of our common stock rights or warrants entitling those holders to subscribe for or purchase our common stock at a price per share less than the current market price, the conversion price in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive those rights or warrants will be decreased by multiplying:

• the conversion price by

• a fraction, the numerator of which is the sum of the number of shares of our common stock outstanding at the close of business on that record date and the number of shares of common stock that the aggregate offering price of the total number of shares of our common stock offered for subscription or purchase would purchase at the current market price and the denominator of which is the sum of the number of shares of common stock outstanding at the close of business on that record date and the number of additional shares of our common stock so offered for subscription or purchase.

For purposes of this paragraph (3), the issuance of rights or warrants to subscribe for or purchase securities convertible into shares of our common stock will be deemed to be the issuance of rights or warrants to purchase shares of our common stock issuable upon conversion of those securities at an aggregate offering price equal to the sum of the aggregate offering price of those securities and the minimum aggregate amount, if any, payable upon exercise or conversion of those securities into shares of our common stock. This adjustment will be made successively whenever any such event occurs. The conversion rate will be adjusted back to the extent the rights are not subscribed for or purchased prior to their expiration or warrants are not exercised prior to their expiration. For purposes of this paragraph, the “current market price” of our common stock means the average of the closing sale prices of our common stock for the five consecutive trading days selected by our board of directors beginning not more than 10 trading days before, and ending not later than the date immediately preceding, the record date for the relevant event.

(4)  Distribution of indebtedness, securities or assets. In case we distribute to all holders of our common stock, whether by dividend or in a merger, amalgamation or consolidation or otherwise, evidences of indebtedness, shares of capital stock of any class or series, other securities, cash or assets (other than common stock, rights or warrants referred to in paragraph (3) above, a dividend or distribution payable exclusively in cash, shares of capital stock or similar equity interests in the case of a spin-off, as described in the next succeeding paragraph, and other than as a result of a fundamental change described in paragraph below), the conversion price in effect

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immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be decreased by multiplying:

• the conversion price by

• a fraction, the numerator of which is the current market price of our common stock and the denominator of which is the current market price of our common stock plus the fair market value, as determined by our board of directors, whose determination in good faith will be, conclusive, of the portion of those evidences of indebtedness, shares of capital stock, other securities, cash and assets so distributed applicable to one share of common stock.

This adjustment will be made successively whenever any such event occurs. For purposes of this paragraph, “current market price” of our common stock means the average of the closing sale prices of our common stock for the first 10 trading days from, and including, the first day that the common stock trades after such distribution has occurred.

In respect of a dividend or other distribution of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit, which we refer to as a spin-off, the conversion price in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be decreased by multiplying:

• the conversion price by

• a fraction, the numerator of which is the current market price of our common stock and the denominator of which is the current market price of our common stock plus the fair market value, determined as described below, of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of common stock.

The adjustment to the conversion price under the preceding paragraph will occur at the earlier of:

• the 10th trading day from, and including, the completion date of the spin-off and

• the date of the completion of the initial public offering of the securities being distributed in the spin-off, if that initial public offering is effected simultaneously with the spin-off.

For purposes of this section, “initial public offering” means the first time securities of the same class or type as the securities being distributed in the spin-off are bona fide offered to the public for cash. In the event of a spin-off that is not effected simultaneously with an initial public offering of the securities being distributed in the spin-off, the fair market value of the securities to be distributed to holders of our common stock means the average of the closing sale prices of those securities over the first 10 trading days after the completion date of the spin-off. Also, for purposes of a spin-off, the current market price of our common stock means the average of the closing sale prices of our common stock over the first 10 trading days after the completion date of the spin-off.

If, however, an initial public offering of the securities being distributed in the spin-off is to be effected simultaneously with the spin-off, the fair market value of the securities being distributed in the spin-off means the initial public offering price, while the current market price of our common stock means the closing sale price of our common stock on the trading day on which the initial public offering price of the securities being distributed in the spin-off is determined.

(5)  Fundamental changes. For purposes of this paragraph (5), the term fundamental change means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of our common stock are converted into or exchanged for stock, other securities, cash or assets. If a fundamental change occurs, the holder of each share of the Series A preferred stock outstanding immediately before that fundamental change occurred that

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remains outstanding after the fundamental change will have the right upon any subsequent conversion to receive, out of funds legally available, to the extent required by applicable law, the kind and amount of stock, other securities, cash and assets that the holder would have received if that share had been converted immediately prior to the fundamental change.

(6)

Self-tender. In case we or any of our subsidiaries engages in a tender or exchange offer for all or any portion of our common stock that will expire, and such tender or exchange offer, as amended upon the expiration thereof, will require the payment to stockholders of consideration per share of our common stock having a fair market value, as determined by the board of directors, whose determination in good faith will be conclusive, that, as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer, as such time may be amended (for purposes of this paragraph (6) only, the “expiration time”), exceeds the closing sale price per share of common stock as of the trading day next succeeding the expiration time, the conversion price shall be decreased so that it will equal the price determined by multiplying the conversion price in effect immediately prior to the expiration time by a fraction, the numerator of which will be the number of shares of common stock outstanding, including any tendered or exchanged shares, at the expiration time multiplied by the closing sale price per share of our common stock as of the trading day next succeeding the expiration time and the denominator of which will be the sum of:

• the fair market value, determined as described above, of the aggregate consideration payable to stockholders based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of all shares of common stock validly tendered or exchanged and not withdrawn as of the expiration time, the shares of common stock deemed so accepted, up to any such maximum, being referred to as the purchased shares; and

• the product of the number of shares of common stock outstanding, less any purchased shares, at the expiration time and the closing sale price per share of common stock as of the trading day next succeeding the expiration time;

such decrease to become effective as of the opening of business on the trading day next succeeding the expiration time. In the event that we are obligated to purchase shares of common stock pursuant to any such tender or exchange offer, but we are permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the conversion price will again be adjusted to be the conversion price that would then be in effect if such tender or exchange offer had not been made.

(7)  Cash dividend or distribution. In case we pay a dividend or make a distribution in cash on our common stock, the conversion price in effect immediately before the close of business on the day that the common stock trades ex-distribution will be adjusted upon conversion by multiplying:

• the conversion price by

• a fraction, the numerator of which will be the current market price of our common stock and the denominator of which is the current market price of our common stock plus the amount per share of such dividend or distribution.

For the purpose of this paragraph, the “current market price” of our common stock means the average of the closing sale prices of our common stock for the period of five consecutive trading days after the common stock trades ex-distribution.

          Notwithstanding the foregoing, we will not be required to give effect to any adjustment in the conversion price unless and until the net effect of one or more adjustments, each of which will be carried forward until counted toward adjustment, will have resulted in a change of the conversion price by at least 1%, and when the cumulative net effect of more than one adjustment so determined will be to change the conversion price by at least 1%, that change in the conversion price will be given effect.

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          In the event that, at any time as a result of the provisions of this section, the holders of shares of the Series A preferred stock upon subsequent conversion become entitled to receive any shares of our capital stock other than common stock, the number of those other shares so receivable upon conversion of shares of the Series A preferred stock will thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this section.

          There will be no adjustment to the conversion price in the case of the issuance of any shares of our stock in a merger, reorganization, acquisition, reclassification, recapitalization or other similar transaction except as provided in this section.

          We may, from time to time, reduce the conversion price by any amount for any period of time if the period is at least 20 days or any longer period required by law and if the reduction is irrevocable during the period, but the conversion price may not be less than the par value of our common stock. In any case in which this section requires that an adjustment as a result of any event become effective from and after a record date, we may elect to defer until after the occurrence of that event (a) issuing to the holder of any shares of the Series A preferred stock converted after that record date and before the occurrence of that event the additional shares of common stock issuable upon that conversion over and above the shares issuable on the basis of the conversion price in effect immediately before adjustment and (b) paying to that holder any amount in cash in lieu of a fractional share of common stock.

          We will be required, as soon as practicable following the occurrence of an event that requires or permits an adjustment in the conversion price, to provide written notice to the holders of shares of Series A preferred stock of the occurrence of that event. We will also be required to deliver a statement setting forth in reasonable detail the method by which the adjustment to the conversion price was determined and setting forth the revised conversion price.

          No fractional shares of common stock will be issued upon conversion of the Series A preferred stock. In lieu of any fractional share otherwise issuable in respect of the aggregate number of Series A preferred stock of any holder which are converted upon conversion at our option or any conversion at the option of holders, that holder will be entitled to receive an amount in cash equal to the same fraction of the closing price of shares of our common stock determined as of the second trading day immediately preceding the effective date of conversion.

          Our board of directors will have the power to resolve any ambiguity or, subject to applicable law, correct any error in this section, and its action in so doing will be final and conclusive.

Voting Rights

          Holders of the Series A preferred stock are not entitled to any voting rights except as required by law and as set forth below.

          So long as any shares of Series A preferred stock remain outstanding, we shall not, without the consent of the holders of at least two-thirds of the shares of Series A preferred stock outstanding at the time:

• issue shares of or increase the authorized number of shares of any senior stock; or

• amend our amended and restated certificate of incorporation or the resolutions contained in the certificate of designations, whether by merger, consolidation or otherwise, if the amendment would alter or change any power, preference or special right of the outstanding Series A preferred stock in any manner materially adverse to the interests of the holders thereof.

          Notwithstanding the foregoing, any increase in the authorized number of shares of common stock or Series A preferred stock or the authorization and issuance of junior stock or other parity stock, including those with voting or redemption rights that are different than the voting or redemption rights of the Series A preferred stock, shall not be deemed to be an amendment that alters or changes such powers,

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preferences or special rights in any manner materially adverse to the interests of the holders of the Series A preferred stock.

          Any increase, decrease or change in the par value of any class or series of capital stock, including the Series A preferred stock, will not be deemed to be an amendment that alters or changes the powers, preferences and special rights of the shares of Series A preferred stock in any manner materially adverse to the interests of the holders of the Series A preferred stock.

          If and whenever six full quarterly dividends, whether or not consecutive, payable on the Series A preferred stock are not paid, the number of directors constituting our board of directors will be increased by two and the holders of the Series A preferred stock, voting together as a single class, will be entitled to elect those additional directors. In the event of such a non-payment, any holder of the Series A preferred stock may request that we call a special meeting of the holders of Series A preferred stock for the purpose of electing the additional directors and we must call such a meeting within 20 days of any request. If we fail to call such a meeting upon request, then any holder of Series A preferred stock can call such a meeting. If all accumulated dividends on the Series A preferred stock have been paid in full and dividends for the current quarterly dividend period have been paid, the holders of our Series A preferred stock will no longer have the right to vote on directors and the term of office of each director so elected will terminate and the number of our directors will, without further action, be reduced by two.

          In any case where the holders of our Series A preferred stock are entitled to vote, each holder of our Series A preferred stock will be entitled to one vote for each share of Series A preferred stock.

Change of Control Put

          For purposes of this section, “change of control” of our company means the occurrence of any of the following:

          (1) any “person” or “group” (as such terms are used, in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of voting stock representing 50% or more of the total voting power of all of our outstanding voting stock; or

          (2) we consolidate with, or merge with or into, another person (other than a wholly owned subsidiary) or we and/or one or more of our subsidiaries sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets (determined on a consolidated basis) to any person (other than to ourselves or a wholly owned subsidiary), other than any such transaction where immediately after such transaction the person or persons that “beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) immediately prior to such transaction, directly or indirectly, voting stock representing a majority of the total voting power of all our outstanding voting stock “beneficially own or owns” (as so determined), directly or indirectly, voting stock representing a majority of the total voting power of the outstanding voting stock of the surviving or transferee person; or

          (3) during any consecutive two year period, the Continuing Directors (as hereinafter defined) cease for any reason to constitute a majority of our board of directors; or

          (4) we or our stockholders adopt a plan of liquidation or dissolution.

“Continuing Directors” means, as of any date of determination, any member of our board of directors who was (1) a member of such board of directors on the date of original issuance of the Series A preferred stock or (2) nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

          If we undergo a change of control, each holder of shares of Series A preferred stock that remain outstanding after the change of control will have the right to require us to purchase, out of legally available

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funds, any outstanding shares of the holder’s Series A preferred stock at a purchase price per share equal to 100% of the liquidation preference of those shares, plus all accrued and unpaid and accumulated dividends, if any, to the date of purchase. This right of holders will be subject to our obligation to repay or repurchase any indebtedness or Series A preferred stock required in connection with a change of control and to any contractual restrictions then contained in our indebtedness. Our secured credit facilities prohibit us from paying, and the indenture governing our senior notes restricts our ability to pay, the purchase price of the Series A preferred stock in cash. When we have satisfied these obligations, we will so purchase all shares tendered upon a change of control.

          The purchase price is payable, at our option, in cash or in shares of our common stock at a discount of 5% from the market price of our common stock (i.e., valued at 95% of the market price of our common stock), or any combination thereof. If we pay for shares of the Series A preferred stock in common stock, no fractional shares of common stock will be issued; instead, we will round the applicable number of shares up to the nearest whole number of shares. We may pay such purchase price, whether in cash or in shares of our common stock, only if we have funds legally available for such payment and may pay such purchase price in shares of our common stock only if such shares are eligible for immediate sale in the public market either (i) by non-affiliates of ours absent a registration statement or (ii) pursuant to a registration statement that has become effective.

          The “market price” of our common stock means the average of the sale prices of our common stock for the five trading day period ending on the third business day prior to the redemption date (if the third business day prior to the redemption date is a trading day or, if not, then on the last trading day prior to the third business day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on the redemption date, of any event that would result in an adjustment to the conversion price of the Series A preferred stock, as described under “— Conversion Price — Adjustments to the Conversion Price.”

          Holders of the Series A preferred stock will not have the foregoing put right if:

• the sale price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the change of control or the public announcement thereof (in the case of a change of control under paragraph (1) above) or the period of 10 consecutive trading days ending immediately before the change of control (in the case of a change of control under paragraph (2), (3) or (4) above) shall equal or exceed 105% of the conversion price of the Series A preferred stock immediately after the later of the change of control and the public announcement thereof, or

• 100% of the consideration in the change of control transaction consists of shares of capital stock traded on a U.S. national securities exchange or quoted on The NASDAQ National Market, and as a result of the transaction, the Series A preferred stock becomes convertible solely into this capital stock.

          For purposes of the above paragraphs:

• the term “capital stock” of any person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such person; and

• the term “voting stock” of any person means capital stock of such person which ordinarily has voting power for the election of directors, or persons performing similar functions, of such person, whether at all times or only for so long as no senior class of securities has such voting power by reason of any contingency.

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          Within 30 days following any change of control, we will mail a notice by first class mail to each holder’s registered address describing the transaction or transactions that constitute the change of control and offering to purchase that holder’s Series A preferred stock on the date specified in that notice, which date will be no earlier than 30 days and no later than 60 days from the date the notice is mailed. Such notice will, among other things, state:

• whether we will pay the purchase price of the Series A preferred stock in cash or shares;

• if we elect to pay any portion of the purchase price in common stock, the amount of such portion and the method of calculating the number of shares of common stock; and

• the instructions determined by us, consistent with this section, that a holder must follow in order to have its Series A preferred stock purchased.

          Because the valuation of our common stock is determined prior to the purchase date, holders bear the market risk with respect to the value of the common stock to be received from the date such market price is determined to the purchase date. Upon determination of the actual number of shares of common stock to be issued for each share of Series A preferred stock in accordance with the foregoing provisions, we will promptly provide the holders of the Series A preferred stock with this information and will issue a press release and publish such information on our website.

          We intend to comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable, in connection with the purchase of Series A preferred stock as a result of a change of control. To the extent that the provisions of any securities laws or regulations conflict with any of the provisions of this section, we will comply with the applicable securities laws and regulations and will be deemed not to have breached our obligations under this section.

          On the date scheduled for payment of the shares of Series A preferred stock, we will, to the extent lawful:

• purchase all shares of Series A preferred stock properly tendered;

• deposit with (i) DTC, with respect to shares held by DTC or the agent, or (ii) the transfer agent, with respect to shares held in certificated form, as applicable, an amount equal to the purchase price of the shares of Series A preferred stock so tendered; and

• deliver or cause to be delivered to DTC or the transfer agent shares of Series A preferred stock so accepted together with an officers’ certificate stating the aggregate liquidation preference of the shares of Series A preferred stock being purchased by us.

          DTC or the transfer agent, as applicable, will promptly mail or deliver to each holder of shares of Series A preferred stock so tendered the applicable payment for those shares of Series A preferred stock, and the transfer agent will promptly countersign and mail or deliver, or cause to be transferred by book-entry, to each holder new shares of Series A preferred stock equal in liquidation preference to any unpurchased portion of the shares of Series A preferred stock surrendered, if any. We will publicly announce the results of our offer on or as soon as practicable after the purchase date for the purchase of shares of Series A preferred stock in connection with a change of control of our company.

          We will not be required to purchase any shares of Series A preferred stock upon the occurrence of a change of control if a third party makes an offer to purchase the Series A preferred stock in the manner, at the price, at the times and otherwise in compliance with the requirements described in this section and purchases all shares of Series A preferred stock validly tendered and not withdrawn.

Legal Availability of Assets

          Under Delaware law, we may pay dividends on or redeem or repurchase the Series A preferred stock, whether in cash, in shares of our common stock or in a combination thereof, only if we have legally available assets in an amount at least equal to the amount of the relevant payment.

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          Legally available assets means the amount of surplus. If there is no surplus, legally available assets also means, in the case of a dividend, the amount of our net profits for the fiscal year in which the payment occurs and/or the preceding fiscal year. Our surplus is the amount by which our total assets exceed the sum of:

• our total liabilities, including our contingent liabilities; and

• the amount of our capital.

          When the need to make a determination of legally available assets arises, the amount of our total assets and liabilities and the amount of our capital will be determined by our board of directors in accordance with Delaware law.

          As of September 30, 2005, the amount of our surplus was $201.2 million.

Registration Rights

          On November 24, 2003, we entered into a registration rights agreement with the initial purchasers of the Series A preferred stock. Under the registration rights agreement, we agreed to use our reasonable best efforts to:

• file, on or before February 22, 2004, a shelf registration statement with the SEC on the appropriate form under the Securities Act to cover resales of the shares of Series A preferred stock and of common stock issued upon conversion of the shares of Series A preferred stock;

• cause that registration statement to be declared effective, subject to some exceptions, on or before May 22, 2004; and

• subject to certain “black-out” periods not to exceed 90 days in the aggregate in any consecutive 365-day period, use our reasonable best efforts to cause that registration statement to remain effective, subject to some exceptions, until the earlier of:

          (1) November 24, 2005; and

          (2) the date on which all shares of Series A preferred stock or common stock covered by that registration statement have been sold under that registration statement.

          We filed the registration statement discussed in this section with the SEC, and it was declared effective by the required date. However, we cannot assure you that we will continue to keep effective the registration statement for the required period.

          Holders of shares of Series A preferred stock registrable under the registration rights agreement are required to deliver certain information to be used in connection with the shelf registration statement within the time periods indicated in the registration rights agreement in order to have their shares of Series A preferred stock or common stock into which the shares of Series A preferred stock may be converted included in the shelf registration statement.

          The certificate of designations for the Series A preferred stock provides that if the shelf registration statement ceases to be effective or usable in connection with resales of shares of Series A preferred stock and common stock during the periods specified in the registration rights agreement — we will refer to that event as a registration default — then we will pay to each holder of shares of Series A preferred stock registrable under the registration rights agreement, with respect to the first 90-day period immediately following the occurrence of a registration default, additional dividends on the Series A preferred stock computed by increasing the applicable dividend rate for the relevant period by 0.25% per year, which we will refer to as additional dividends. The applicable dividend rate will increase by an additional 0.25% per year with respect to any subsequent 90-day period, but in no event will the additional dividend rate exceed 1.00% per year in the aggregate regardless of the number of registration defaults, until all registration defaults have been cured. If, after the cure of all registration defaults then in effect,

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there is a subsequent registration default, the additional dividend rate for that subsequent registration default will initially be 0.25%, regardless of the additional dividend rate in effect with respect to any prior registration default at the time of the cure of that registration default and will increase as set forth in the preceding sentence. An amount equal to all accrued additional dividends will be payable to the holders entitled to those dividends, in the manner provided for the payment or accretion of dividends in the certificate of designations.

          This is a summary of some important provisions of the registration rights agreement. You may request a copy of the registration rights agreement by contacting us at our principal executive offices. See “Where You Can Find More Information.”

Transfer Agent

          The transfer agent, registrar, dividend disbursing agent and redemption agent for our shares of Series A preferred stock is Mellon Investor Services LLC. Mellon Investor Services LLC is also the transfer agent and registrar for our common stock.

Book-Entry, Delivery and Form

          The shares of Series A preferred stock were issued in the form of global certificates held in book-entry form. DTC or its nominee will be the sole registered holder of the Series A preferred stock. Owners of beneficial interests in the Series A preferred stock represented by the global securities will hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of their interests, including any right to convert or require repurchase of their interests in the Series A preferred stock, in accordance with the procedures and practices of DTC. Beneficial owners will not be holders and will not be entitled to any rights provided to the holders of the Series A preferred stock under the global securities or the certificate of designations. Our company and any of our agents may treat DTC as the sole holder and registered owner of the global securities.

          DTC has previously advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC facilitates the settlement of transactions among its participants through electronic computerized book-entry changes in participants’ accounts, eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the depositary and its participants are on file with the SEC.

          The depositary is the only registered holder of the shares of Series A preferred stock.

          Shares of Series A preferred stock that are issued as described below under “— Certificated Series A Preferred Stock” will be issued in definitive form. Upon the transfer of Series A preferred stock in definitive form, such Series A preferred stock will, unless the global securities have previously been exchanged for Series A preferred stock in definitive form, be exchanged for an interest in the global securities representing the liquidation preference of Series A preferred stock being transferred.

          Investors who purchased Series A preferred stock in offshore transactions in reliance on Regulation S under the Securities Act may hold their interests in the global certificate directly through Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Clearstream will hold interests in the

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global certificate on behalf of their participants through their respective depositories, which in turn will hold such interests in the global certificate in the depositories’ names on the books of the depositary.

          Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures. If a holder requires physical delivery of a definitive certificate for any reason, including to sell certificates to persons in jurisdictions that require such delivery of such certificates or to pledge such certificates, such holder must transfer its interest in the global certificate in accordance with the normal procedures of the depositary and the procedures set forth in the certificate of designations.

          Cross-market transfers between the depositary, on the one hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be effected in the depositary in accordance with the depositary rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (Brussels time). Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global certificate in the depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the depositary. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

          Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in the global certificate from a depositary participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, as the case may be) immediately following the depositary settlement date, and such credit or any interests in the global certificate settled during such processing day will be reported to the relevant Euroclear or Clearstream participant on such day. Cash received in Euroclear or Clearstream as a result of sales of interests in the global certificate by or through a Euroclear or Clearstream participant to a depositary participant will be received with value on the depositary settlement date, but will be available in the relevant Euroclear or Clearstream cash account only as of the business day following settlement in the depositary.

          A beneficial owner of book-entry shares of Series A preferred stock represented by a global certificate may exchange the shares for definitive, certificated shares of Series A preferred stock only if the conditions for such an exchange, as described under “— Certificated Series A Preferred Stock,” are met.

          In this conversion offer prospectus, references to actions taken by holders of shares of Series A preferred stock will mean actions taken by the depositary upon instructions from its participants, and references to payments and notices of redemption to holders of shares of Series A preferred stock will mean payments and notices of redemption to the depositary as the registered holder of the shares of Series A preferred stock for distribution to participants in accordance with the depositary’s procedures.

          In order to ensure that the depositary’s nominee will timely exercise a right conferred by the Series A preferred stock, the beneficial owner of that Series A preferred stock must instruct the broker or other direct or indirect participant through which it holds an interest in that Series A preferred stock to notify the depositary of its desire to exercise that right. Different firms have different deadlines for accepting instructions from their customers. Each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in the Series A preferred stock in order to ascertain the deadline for ensuring that timely notice will be delivered to the depositary.

          We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the book-entry securities or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.

          The depositary may discontinue providing its services as securities depositary at any time by giving reasonable notice. Under those circumstances, in the event that a successor securities depositary is not

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appointed, share certificates are required to be printed and delivered. Additionally, we may decide to discontinue use of the system of book-entry transfers through the depositary or any successor depositary with respect to the shares of Series A preferred stock. In that event, certificates for the shares will be printed and delivered.

Certificated Series A Preferred Stock

          The Series A preferred stock represented by the global securities is exchangeable for certificated Series A preferred stock in definitive form of like tenor to such Series A preferred stock if:

• the depositary notifies us that it is unwilling or unable to continue as depositary for the global securities or if at any time the depositary ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by us within 90 days after the date of such notice; or

• we in our sole discretion at any time determine to discontinue use of the system of book-entry transfer through DTC (or any successor depositary).

          Any Series A preferred stock that becomes exchangeable pursuant to the preceding sentence will be exchangeable for certificated Series A preferred stock issuable in authorized denominations and registered in such names as the depositary shall direct. Subject to the foregoing, the global securities are not exchangeable, except for global securities of the same aggregate liquidation preferences to be registered in the name of the depositary or its nominee. In addition, such certificates will bear the legend contained in the certificate of designations for the Series A preferred stock (unless we determine otherwise in accordance with applicable law) subject, with respect to such Series A preferred stock, to the provisions of such legend.

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DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

          Our authorized capital stock consists of 75,000,000 shares of common stock, $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share, of which 2,070,000 shares were designated as Series A preferred stock. As of November 1, 2005, there were 39,717,788 shares of common stock outstanding held of record by approximately 2,195 stockholders. As of November 4, 2005, there were 2,069,907 shares of Series A preferred stock outstanding held of record by one stockholder. The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated by-laws are only summaries, and we encourage you to review complete copies of our amended and restated certificate of incorporation and amended and restated by-laws, which we have filed previously with the SEC. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.”

Common Stock

          Holders of our common stock are entitled to receive, as, when and if declared by our board of directors, dividends and other distributions in cash, stock or property from our assets or funds legally available for those purposes subject to any dividend preferences that may be attributable to preferred stock, if any. Holders of common stock are entitled to one vote for each share held of record on all matters on which stockholders may vote. Holders of common stock are not entitled to cumulative voting for the election of directors. There are no preemptive, conversion, redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets available for distribution, subject to any prior rights of any holders of preferred stock, if any, then outstanding.

Preferred Stock

          Our amended and restated certificate of incorporation authorizes our board of directors, without any vote or action by the holders of common stock, to issue up to 25,000,000 shares of preferred stock from time to time in one or more series. Our board of directors is authorized to determine the number of shares and designation of any additional series of preferred stock and the dividend rights, dividend rate, conversion rights and terms, voting rights, redemption rights and terms, liquidation preferences, sinking fund terms and other rights, preferences, privileges and restrictions of any series of preferred stock. Issuances of preferred stock would be subject to the applicable rules of the New York Stock Exchange or other organizations whose systems the preferred stock may then be quoted or listed. Depending upon the terms of preferred stock established by our board of directors, any or all series of preferred stock could have preferences over the common stock with respect to dividends and other distributions and upon liquidation. Issuance of any such shares with voting powers, or issuance of additional shares of common stock, would dilute the voting power of the outstanding common stock.

Number of Directors; Removal; Vacancies

          The amended and restated certificate of incorporation and the amended and restated by-laws provide that the number of directors shall not be less than three nor more than nine and shall be determined from time to time exclusively by a vote of a majority of our board of directors then in office. The amended and restated certificate of incorporation also provides that our board of directors shall have the exclusive right to fill vacancies, including vacancies created by expansion of our board of directors. Furthermore, except as may be provided in a resolution or resolutions of our board of directors providing for any class or series of preferred stock with respect to any directors elected by the holders of such class or series, directors may be removed by our stockholders only for cause and only by the affirmative vote of at least 66²/3% of the voting power of all of the shares of our capital stock then entitled to vote generally in the election of directors, voting together as a single class. These provisions, in conjunction with the

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provision of the amended and restated certificate of incorporation authorizing our board of directors to fill vacant directorships, could prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

No Stockholder Action by Written Consent; Special Meetings

          The amended and restated certificate of incorporation provides that, except as may be provided in a resolution or resolutions of our board of directors providing for any class or series of preferred stock, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. The amended and restated certificate of incorporation also provides that special meetings of the stockholders can only be called pursuant to a resolution approved by a majority of our board of directors then in office. Stockholders are not permitted to call a special meeting of stockholders.

Advance Notice for Raising Business or Making Nominations at Meetings

          The amended and restated by-laws establish an advance notice procedure for stockholder proposals to be brought before a meeting of our stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, including, without limitation, Rule 14a-8 under the Exchange Act, only such business may be conducted at a meeting of stockholders as has been brought before the meeting by, or at the direction of, our board of directors, or by a stockholder who has given to our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. The presiding officer at such meeting has the authority to make such determinations. Only persons who are nominated by, or at the direction of, our board of directors, or who are nominated by a stockholder who has given timely written notice, in proper form, to the Secretary prior to a meeting at which directors are to be elected will be eligible for election as directors.

          To be timely, notice of nominations or other business to be brought before an annual meeting must be received by our secretary at the principal executive office no later than 60 days prior to the date of such annual meeting. Similarly, notice of nominations or other business to be brought before a special meeting must be delivered to our Secretary at the principal executive office no later than the close of business on the 15th day following the day on which notice of the date of a special meeting of stockholders was given. The notice of any nomination for election as a director must set forth the name, date of birth, business and residence address of the person or persons to be nominated; the business experience during the past five years of such person or persons; whether such person or persons are or have ever been at any time directors, officers or owners of 5% or more of any class of capital stock, partnership interest or other equity interest of any corporation, partnership or other entity; any directorships held by such person or persons in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended; and whether, in the last five years, such person or persons are or have been convicted in a criminal proceeding or have been subject to a judgment, order, finding or decree of any federal, state or other governmental entity, concerning any violation of federal, state or other law, or any proceeding in bankruptcy, which conviction, order, finding, decree or proceeding may be material to an evaluation of the ability or integrity of the nominee; and, the consent of each such person to be named in a proxy statement as a nominee and to serve as a director if elected. The person submitting the notice of nomination, and any person acting in concert with such person, must provide their names and business addresses, the name and address under which they appear on our books (if they so appear), and the class and number of shares of our capital stock that are beneficially owned by them.

Amendments to Amended and Restated By-Laws

          The amended and restated certificate of incorporation provides that our board of directors or the holders of at least 66²/3% of the voting power of all shares of our capital stock then entitled to vote

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generally in the election of directors, voting together as a single class, have the power to amend or repeal our amended and restated by-laws.

Amendment of the Amended and Restated Certificate of Incorporation

          Any proposal to amend, alter, change or repeal any provision of the amended and restated certificate of incorporation, except as may be provided in a resolution or resolutions of our board of directors providing for any class or series of preferred stock and which relate to such class or series of preferred stock, requires approval by the affirmative vote of both a majority of the members of our board of directors then in office and a majority vote of the voting power of all of the shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the foregoing, any proposal to amend, alter, change or repeal the provisions of the amended and restated certificate of incorporation relating to (i) the classification of our board of directors, (ii) removal of directors, (iii) the prohibition of stockholder action by written consent or stockholder calls for special meetings, (iv) amendment of amended and restated by-laws, or (v) amendment of the amended and restated certificate of incorporation, requires approval by the affirmative vote of 66²/3% of the voting power of all of the shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class.

Preferred Stock and Additional Common Stock

          Under the amended and restated certificate of incorporation, our board of directors has the authority to provide by board resolution for the issuance of shares of one or more series of preferred stock. Our board of directors is authorized to fix by resolution the terms and conditions of each such other series. We believe that the availability of our preferred stock, in each case issuable in series, and additional shares of common stock could facilitate certain financings and acquisitions and provide a means for meeting other corporate needs which might arise. The authorized shares of our preferred stock, as well as authorized but unissued shares of common stock will be available for issuance without further action by our stockholders, unless stockholder action is required by applicable law or the rules of any stock exchange on which any series of our capital stock may then be listed.

          These provisions give our board of directors the power to approve the issuance of a series of preferred stock, or an additional series of common stock, that could, depending on its terms, either impede or facilitate the completion of a merger, tender offer or other takeover attempt. For example, the issuance of new shares of preferred stock might impede a business combination if the terms of those shares include voting rights which would enable a holder to block business combinations; the issuance of new shares might facilitate a business combination if those shares have general voting rights sufficient to cause an applicable percentage vote requirement to be satisfied.

Delaware Business Combination Statute

          Certain provisions in our amended and restated certificate of incorporation and amended and restated by-laws and of Delaware law could make it harder for someone to acquire us through a tender offer, proxy contest or otherwise. We are governed by the provisions of Section 203 of the Delaware General Corporation Law, which defines a person who owns (or within three years, did own) 15% or more of a company’s voting stock as an “interested stockholder.” Section 203 prohibits a public Delaware corporation from engaging in a business combination with an interested stockholder for a period commencing three years from the date in which the person became an interested stockholder, unless:

• the board of directors approved the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the voting stock of

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	the corporation (excluding shares owned by officers, directors, or certain employee stock purchase plans); or
•	at or subsequent to the time the transaction is approved by the board of directors, there is an affirmative vote of at least 662/3% of the outstanding voting stock approving the transaction.

          Section 203 could prohibit or delay mergers or other takeover attempts against us, and accordingly, may discourage attempts to acquire us through a tender offer, proxy contest or otherwise.

Transfer Agent and Registrar

          The transfer agent and registrar for our common stock and our Series A preferred stock is Mellon Investor Services LLC.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

          The following discussion summarizes the material U.S. federal income tax considerations of a conversion of Series A preferred stock into common stock and the receipt of a cash premium, all pursuant to the terms and conditions of the conversion offer. In this section, we refer to such a conversion in the conversion offer as an “exchange,” which is the likely treatment of such a conversion for U.S. federal income tax purposes.

          This summary is based upon the provisions of the Code, the final, temporary and proposed Treasury Regulations promulgated thereunder, and administrative pronouncements and rulings and judicial decisions, as they currently exist as of the date of this conversion offer prospectus, all of which are subject to change (possibly with retroactive effect) or different interpretations.

          This summary does not purport to address all aspects of U.S. federal income taxation that may be relevant to a stockholder’s decision to convert the Series A preferred stock into common stock and cash, nor, except as expressly provided below, any tax considerations arising under other federal tax laws (for example, estate and gift tax) or under the laws of any state, local or foreign jurisdiction. This summary is not intended to be applicable to special categories of stockholders, such as dealers in securities, banks, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, U.S. expatriates, persons that hold the Series A preferred stock as part of a straddle or exchange transaction, partnerships or other pass-through entities that purchase, own or dispose of our Series A preferred stock, and holders subject to the alternative minimum tax. In addition, this discussion is limited to persons who hold the Series A preferred stock as a capital asset (generally property held for investment) within the meaning of Section 1221 of the Code.

          You are urged to consult your tax advisor as to the particular tax considerations of the exchange of the Series A preferred stock for common stock and cash, including the application and effect of U.S. federal, state, local and foreign tax laws.

          As used herein, the term “U.S. Holder” means a beneficial owner of our Series A preferred stock that for U.S. federal income tax purposes is any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation or other entity treated as a corporation created or organized in or under the laws of the United States or of any political subdivision of or in the United States;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that either is subject to the supervision of a court within the United States and which has one or more U.S. persons with authority to control all substantial decisions, or has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

          A “Foreign Holder” is a beneficial owner of our Series A preferred stock that is not a U.S. Holder.

          If a partnership (including a limited liability company for which no election to be treated as a corporation for U.S. federal income tax purposes is in effect) holds Series A preferred stock, the tax treatment of the partner will generally depend upon the status of the partner and the activities of the partnership.

Tax Considerations of U.S. Holders

Cash Received for Accrued but Unpaid Dividends

          Any cash received in satisfaction of accrued but unpaid dividends will be treated as a distribution with respect to the Series A preferred stock. The cash received in satisfaction of the accrued but unpaid

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dividends will be characterized as dividend income to the extent paid out of our current or accumulated earnings and profits (as determined for federal income tax purposes).

          Dividend income will be includible in a U.S. Holder’s gross income on the day received by the U.S. Holder. Under current legislation, which is scheduled to expire with respect to taxable years ending after December 31, 2008, this income will generally be taxed to a U.S. Holder (if the U.S. Holder is a non-corporate taxpayer) at the rates applicable to long-term capital gains rates, provided that minimum holding period and other requirements are satisfied. Corporate U.S. Holders may be entitled to a dividends received deduction with respect to distributions treated as dividend income for U.S. federal income tax purposes, subject to limitations and conditions.

          Distributions to a U.S. Holder in excess of our current or accumulated earnings and profits will be treated first as a return of capital that reduces the U.S. Holder’s tax basis in the Series A preferred stock, and then as gain from the sale or exchange of the Series A preferred stock. The gain will be capital gain provided that the U.S. Holder held the Series A preferred stock as a capital asset at the time of the exchange.

Consideration Received Pursuant to the Exchange Other than Accrued Dividends

          The receipt of common stock and cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends as discussed above) in exchange for Series A preferred stock should constitute a recapitalization for U.S. federal income tax purposes. Accordingly, a U.S. Holder of Series A preferred stock will recognize gain up to the amount of cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) received if the sum of the fair market value of the common stock and the cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) exceeds the U.S. Holder’s adjusted tax basis in the Series A preferred stock. However, if the sum of the fair market value of the common stock and the cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) is less than the U.S. Holder’s adjusted basis in the Series A preferred stock, no loss will be recognized at the time of the exchange. Additionally, a U.S. Holder will take an adjusted basis in the common stock received in the exchange equal to its adjusted basis in the Series A preferred stock, less the amount of any cash (other than cash received in respect of accrued but unpaid dividends) received in the exchange and increased by the amount of gain recognized in the exchange (other than dividend income on accrued but unpaid dividends), if any. A U.S. Holder also will include the period during which it held the Series A preferred stock for purposes of determining its holding period for the common stock.

          If gain, as described in the preceding paragraph, is recognized by a U.S. Holder, the gain will be treated either as:

• a dividend to the extent of a U.S. Holder’s ratable share of our earnings and profits; or

• gain from the sale or exchange of stock.

          To determine whether the gain recognized is properly treated as a dividend or as gain from a sale or exchange, the exchange should be tested as though each U.S. Holder of Series A preferred stock solely received common stock and then we immediately redeemed a portion of those shares for cash (including any cash received in exchange for fractional shares of our common stock). Under this test, the cash would be taxed as a dividend unless the deemed redemption meets one of the following exceptions:

• the deemed redemption results in a complete termination of a U.S. Holder’s interest in our stock;

• the deemed redemption is substantially disproportionate with respect to a U.S. Holder; or

• the deemed redemption is not essentially equivalent to a dividend.

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          In determining whether any of these three exceptions have been met, the common stock owned by a U.S. Holder directly or indirectly through the attribution rules of Section 302(c) of the Code must be taken into account. If any of these three exceptions are met, then any gain recognized from the exchange should be treated as gain from the sale or exchange of stock. This gain would be taxable as capital gain if the Series A preferred stock was held as a capital asset.

          A redemption terminates a U.S. Holder’s interest in our stock if, after and as a result of the exchange, the U.S. Holder no longer has any interest in our stock, taking into account the attribution rules discussed above.

          A redemption is substantially disproportionate with respect to a U.S. Holder if the U.S. Holder owns less than 50% of the our voting stock after the exchange and both of the following two tests are met:

• (a) the ratio of the voting stock owned by the U.S. Holder, directly or by attribution under the rules discussed above, immediately after the exchange to all of our voting stock is less than 80% of (b) the ratio of the voting stock owned by the U.S. Holder immediately before the exchange to all of our voting stock; and

• there is a similar reduction in the percentage ownership that a U.S. Holder owns in our common stock.

          Whether a redemption is not essentially equivalent to a dividend with respect to a U.S. Holder depends upon the U.S. Holder’s particular circumstances. The U.S. Supreme Court has ruled that a redemption is not essentially equivalent to a dividend if the U.S. Holder has had a meaningful reduction in its percentage interest in the issuer. The Internal Revenue Service has ruled that, where the issuer is publicly held and the U.S. Holder is a minority stockholder whose stock interest is relatively minimal and who exercises no control over the issuer, there has been a meaningful reduction if the U.S. Holder has reduced its percentage interest in the issuer.

          All U.S. Holders should consult their tax advisors to determine the proper tax treatment of cash received in the exchange, because alternative characterizations could apply. In particular, the entire cash payment could be treated as a dividend based on an evaluation of the totality of the circumstances prior to and subsequent to the exchange, and U.S. Holders should consult their tax advisors as to the proper characterization.

Tax Considerations of Foreign Holders

Cash Received for Accrued but Unpaid Dividends

          Any cash received in satisfaction of accrued but unpaid dividends is treated as a distribution with respect to the Series A preferred stock. The cash received in satisfaction of the accrued but unpaid dividends will be characterized as dividend income to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes).

          Dividend income will generally be subject to withholding tax. This tax will be at a 30% rate or a lower rate if provided by an income tax treaty between the United States and the country of which the Foreign Holder is a tax resident.

          No withholding tax will apply if:

• the dividends are effectively connected with the conduct of a trade or business of the Foreign Holder within the United States and the Foreign Holder provides us with an IRS Form W-8ECI (or successor form); or

• a tax treaty applies and the dividends are attributable to a U.S. permanent establishment maintained by the Foreign Holder.

          However, these dividends remain subject to U.S. federal income tax. This tax would apply after allowance for applicable deductions, at applicable graduated individual or corporate rates.

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          The branch profits tax treats a U.S. branch business as if it had been a U.S. subsidiary that paid a dividend. Accordingly, in certain instances, dividends received by a U.S. branch of a foreign corporation may be subject to an additional federal income tax at a 30% rate or a lower rate if an income tax treaty applies.

          A Foreign Holder that claims the benefit of an income tax treaty rate generally will be required to satisfy applicable certification and other requirements, including filing an IRS Form W-8BEN (or successor form) with the withholding agent. In addition, a Foreign Holder that claims the benefit of an income tax treaty rate may be required, in certain instances, to obtain a U.S. taxpayer identification number.

Consideration Received Pursuant to the Exchange Other than Accrued Dividends

          The determination as to whether any cash received upon the exchange of the Series A preferred stock (other than cash received in respect of accrued but unpaid dividends) will constitute a dividend or gain from the sale or exchange of stock will be the same as described in “— Tax Considerations for U.S. Holders — Consideration Received Pursuant to the Exchange Other than Accrued Dividends.”

          If the cash received upon the exchange of the Series A preferred stock (other than cash received in respect of accrued but unpaid dividends) is taxed as a dividend, then the Foreign Holder will be subject to U.S. federal income tax on such dividends as described in “— Tax Considerations for Foreign Holders — Cash Received for Accrued but Unpaid Dividends.”

          If the cash received upon the exchange of the Series A preferred stock (other than cash received in respect of accrued but unpaid dividends) is taxed as gain from the sale or exchange of stock, a Foreign Holder generally will not be subject to U.S. federal income tax with respect to such gain unless:

• the gain is effectively connected with a trade or business conducted by the Foreign Holder within the United States or, if certain U.S. income tax treaties apply, the gain is attributable to a U.S. permanent establishment maintained by the Foreign Holder;

• in the case of a Foreign Holder who is an individual and holds Series A preferred stock as a capital asset, such holder is present in the United States for 183 or more days in the taxable year of the exchange and certain other conditions are met; or

• we are or have been a U.S. real property holding corporation for U.S. federal income tax purposes. We believe that we are not currently, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

          If an individual Foreign Holder falls under the first bullet point above, such individual generally will be taxed on the gain under regular graduated U.S. federal individual income tax rates. If the Foreign Holder is a corporation, it generally will be taxed on its gain under regular graduated U.S. federal corporate income tax rates. In addition, it will be subject to branch profits tax equal to 30% of its connected earnings and profits for the taxable year, unless it qualifies for a lower tax rate under an applicable income tax treaty.

          If an individual Foreign Holder falls under the second bullet point above, such individual generally will be subject to a flat 30% tax on the gain derived from a sale, net of certain capital losses. The foregoing will apply even if the individual is not considered a resident of the United States. Individual Foreign Holders who have spent or expect to spend 183 or more days in the United States in the taxable year in which the exchange will occur are urged to consult their tax advisors.

          Because the potential treatment of the cash received as a dividend or as gain from the sale or exchange of stock will depend on the circumstances of a particular Foreign Holder, we may withhold based on the maximum potential withholding amount due. A Foreign Holder whose tax liability is less than the amount withheld may obtain a refund from the Internal Revenue Service.

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Back-up Withholding

          In general, information reporting requirements may apply to the amounts paid to U.S. Holders and Foreign Holders in connection with the exchange of the Series A preferred stock into common stock and cash. Backup withholding may be imposed (currently at a 28% rate) on the above payments if a U.S. Holder or Foreign Holder (1) fails to provide a taxpayer identification number or certificate of exempt status or (2) fails to report certain types of income in full.

          Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against applicable U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service.

          THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. THUS, YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSIDERATIONS OF THE EXCHANGE OR OF ANY DECISION TO PARTICIPATE OR NOT PARTICIPATE IN THE EXCHANGE, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF FOREIGN, FEDERAL, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS AND THE EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The SEC’s rules allow us to “incorporate by reference” information into this conversion offer prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this conversion offer prospectus from the date we file that document. Any reports filed by us with the SEC after the date of the initial filing of the registration statement of which this conversion offer prospectus forms a part and prior to the effectiveness of such registration statement, as well as any reports filed by us with the SEC after the date of this conversion offer prospectus and before the date that the offering of the securities is terminated or expires, will automatically update and, where applicable, supersede any information contained in this conversion offer prospectus or incorporated by reference in this conversion offer prospectus.

          We incorporate by reference into this conversion offer prospectus the following documents filed with the SEC:

• Our Annual Report on Form 10-K (File No. 1-12983) for the year ended December 31, 2004, filed on March 30, 2005, as amended by Amendment No. 1 on Form 10-K/A, filed on April 29, 2005.

• The portion of our definitive Proxy Statement for the 2005 Annual Meeting of Stockholders (File No. 1-12983), filed March 30, 2005, specifically incorporated by reference into Items 10 (Directors and Officers), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management), 13 (Certain Relationships and Related Transactions) and 14 (Principal Accounting Fees and Services) of our Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 30, 2005, as amended by Amendment No. 1 on Form 10-K/A, filed on April 29, 2005.

• Our Quarterly Reports on Form 10-Q (File No. 1-12983) for the fiscal quarter ended April 1, 2005, filed on May 10, 2005; for the fiscal quarter ended July 1, 2005, filed on August 8, 2005; and for the fiscal quarter ended September 30, 2005, filed on November 7, 2005.

• Our Current Reports on Form 8-K (File No. 1-12983) dated January 26, 2005; February 1, 2005; February 18, 2005; March 16, 2005; March 30, 2005; May 3, 2005; May 16, 2005; June 13, 2005; June 15, 2005; August 2, 2005; October 13, 2005; and November 2, 2005 (other than any information contained in these reports that has been furnished to the SEC, which information is not incorporated by reference into this conversion offer prospectus).

• The description of our common stock, filed in our Registration Statement on Form 8-A (File No. 1-12983), filed on May 13, 1997, pursuant to Section 12(b) of the Exchange Act of 1934 as incorporated by reference from our registration statement on Form S-1 (File No. 333-22961), filed on March 7, 1997, as amended, and any amendment or report for the purpose of updating such description.

• All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this conversion offer prospectus and before the termination of this offering.

          We will provide without charge to each person to whom this conversion offer prospectus is delivered, upon his or her written or oral request, a copy of the filed documents referred to above, excluding exhibits, unless they are specifically incorporated by reference into those documents. You can request those documents from our Vice President of Investor Relations, 4 Tesseneer Drive, Highland Heights, Kentucky 41076, telephone (859) 572-8000.

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INTERESTS OF DIRECTORS AND OFFICERS

          To our knowledge after reasonable inquiry, none of our directors, executive officers or controlling persons, or any of their affiliates or associates, own Series A preferred stock or will be surrendering Series A preferred stock for conversion pursuant to the conversion offer. Neither we, nor any of our subsidiaries or associates nor, to our knowledge after reasonable inquiry, any of our directors, executive officers, or controlling persons (or any of their affiliates), nor any executive officer or director of any of our subsidiaries, has engaged in any transactions in the Series A preferred stock during the 60 days prior to the date hereof.

          There is no present or proposed material agreement, arrangement, understanding or relationship between us and any of our executive officers, directors, controlling persons or subsidiaries, except as set forth in:

• the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2005, as amended (File No. 1-12983), with respect to relationships between us and our subsidiaries; and

• the section entitled “Transactions with the Company” set forth in our Proxy Statement dated March 28, 2005, filed with the SEC on March 30, 2005 (File No. 1-12983), with respect to relationships between us and our executive officers, directors and controlling persons.

DEALER MANAGER

          The dealer manager for the conversion offer is Merrill Lynch, Pierce, Fenner & Smith Incorporated. We have agreed to pay the dealer manager compensation for its services in connection with the conversion offer. The dealer manager and its affiliates have rendered and may in the future render various investment banking, lending and commercial banking services and other advisory services to us and our subsidiaries. The dealer manager has received, and may in the future receive, customary compensation from us and our subsidiaries for such services. The dealer manager has regularly acted as an underwriter and an initial purchaser of equity and debt securities issued by us in public and private offerings and will likely continue to do so from time to time.

          The dealer manager may from time to time hold shares of Series A preferred stock, shares of common stock and other securities of ours in its proprietary accounts, and, to the extent it owns shares of Series A preferred stock in these accounts at the time of the conversion offer, the dealer manager may surrender such Series A preferred stock for conversion pursuant to the conversion offer. During the course of the conversion offer, the dealer manager may trade shares of Series A preferred stock and shares of common stock or effect transactions in other securities of ours for its own account or for the accounts of its customers. As a result, the dealer manager may hold a long or short position in the Series A preferred stock, the common stock or other of our securities.

INFORMATION AGENT

          D.F. King & Co., Inc. has been appointed as the information agent for the conversion offer. We have agreed to pay the information agent reasonable and customary fees for its services and will reimburse the information agent for its reasonable out-of-pocket expenses. All requests to the information agent for assistance in connection with the conversion offer or for additional copies of this conversion offer prospectus or related materials should be directed to the information agent at 48 Wall Street, New York, New York 10005, telephone number (212) 269-5550.

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CONVERSION AGENT

          Mellon Investor Services LLC has been appointed conversion agent for the conversion offer. We have agreed to pay the conversion agent reasonable and customary fees for its services and will reimburse the conversion agent for its reasonable out-of-pocket expenses. All completed letters of transmittal should be directed to the conversion agent at the address set forth on the back cover of this conversion offer prospectus. Mellon Investor Services LLC is also the transfer agent and registrar of our common stock and the transfer agent, registrar, dividend disbursing agent and redemption agent for our shares of Series A preferred stock, and as such, will receive in the future customary compensation for such services. All requests to the conversion agent for assistance in connection with the conversion offer should be directed to the conversion agent as set forth on the back cover of this conversion offer prospectus.

FEES AND EXPENSES

          Fees and expenses in connection with the conversion offer are estimated to be approximately $1.0 million. We will bear the cost of all of fees and expenses relating to the conversion offer. We are making the principal solicitation by mail and overnight courier. However, where permitted by applicable law, additional solicitations may be made by facsimile, telephone, email or in person by the dealer manager and the information agent, as well as by our and our affiliates’ officers and regular employees. We will also pay the conversion agent and the information agent reasonable and customary fees for their services and will reimburse them for their reasonable out-of-pocket expenses. We will indemnify each of the conversion agent, the dealer manager and the information agent against certain liabilities and expenses in connection with the conversion offer, including liabilities under the federal securities laws.

LEGAL MATTERS

          The validity of the common stock to be issued in the conversion offer will be passed upon for us by Blank Rome LLP, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the dealer manager by Shearman & Sterling LLP, New York, New York.

EXPERTS

          The consolidated financial statements and the related financial statement schedule as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2004 incorporated in this conversion offer prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2004, as amended, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedule, (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an adverse opinion on the effectiveness of internal control over financial reporting because of material weaknesses), which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

MISCELLANEOUS

          We are not aware of any jurisdiction in which the making of the conversion offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the conversion offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the conversion offer will not be made to (nor will surrenders of shares of Series A preferred stock for

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conversion in connection with the conversion offer be accepted from or on behalf of) the owners of such Series A preferred stock residing in such jurisdiction.

          Pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act, we have filed with the Commission an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to the conversion offer. Such Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under “Where You Can Find More Information.”

          No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this conversion offer prospectus and, if given or made, such information or representation may not be relied upon as having been authorized by us or the dealer manager.

WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Copies of these materials may be examined without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. You may also obtain these materials from us at no cost by directing a written or oral request to us at General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753, Attention: Chief Financial Officer, or by telephone at (859) 572-8000. In addition, the SEC maintains a web site, http://www.sec.gov, which contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the SEC.

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The conversion agent for the conversion offer is:

Mellon Investor Services LLC

By Registered or Certified Mail:
Mellon Investor Services LLC
P.O. Box 3301
South Hackensack, New Jersey 07606 By Regular Mail &
Overnight Courier:
Mellon Investor Services LLC
480 Washington Blvd., 27th Floor
Jersey City, New Jersey 07310
Attention: Reorganization Dept. In Person By Hand Only:
Mellon Investor Services LLC
Reorg Dept.
120 Broadway, 13th Floor
New York, New York 10271

By Telephone:

Domestic: (800) 685-4258

Foreign: (201) 680-6622

Facsimile: (201) 680-4626

For Confirmation of Facsimile

Transmission by Telephone: (201) 680-4860

          Any requests for additional copies of this conversion offer prospectus and the related materials may be directed to the information agent at the address and telephone number set forth below.

The information agent for the conversion offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, New York 10005

(212) 269-5550

          Other requests for information relating to the conversion offer may be directed to the dealer manager at the address and telephone number set forth below.

The dealer manager for the conversion offer is:

Merrill Lynch & Co.

4 World Financial Center, 7th Floor

New York, New York 10080

Attention: Liability Management Group

(212) 449-4914 (collect)

(888) 654-8637 (toll free)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers

          Pursuant to the authority conferred by Section 102 of the Delaware General Corporation Law, as amended (the “DGCL”), Article VII of the Registrant’s amended and restated certificate of incorporation contains provisions which eliminate personal liability of members of the Registrant’s board of directors for violations of their fiduciary duty of care. Neither the DGCL nor the Registrant’s amended and restated certificate of incorporation, however, limits the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase under circumstances where such payment or repurchase is not permitted under the DGCL, or obtaining an improper personal benefit. Article VII of the Registrant’s amended and restated certificate of incorporation also provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, the liability of the Registrant’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

          In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Article XIV of the Registrant’s amended and restated by-laws provides that the Registrant is obligated to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Registrant in which such person has been adjudged liable to the Registrant) by reason of the fact that he is or was a director, officer or employee of the Registrant, or is or was a director, officer or employee of the Registrant serving at the request of the Registrant as a director, officer, employee or agent or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of any action, suit or proceeding by or in the right of the Registrant in which a claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant, such person shall be indemnified only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought has determined that such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.

          The Registrant currently maintains insurance policies that provide coverage pursuant to which it will be reimbursed for amounts it may be required or permitted by law to pay to indemnify directors and officers.

II-1

Item 21.     Exhibits and Financial Statement Schedules

          (a) Exhibits

Exhibit
Number			Description
	1	.1	Dealer Manager Agreement, dated November 9, 2005, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Cable Corporation (the “Company”).
	4	.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-22961) of the Company filed on March 7, 1997, as amended (the “Form S-1”)).
	4	.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1).
	4	.3	Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Form S-1).
	4	.4	Certificate of Designations with respect to the 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to General Cable Corporation’s Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.5	Indenture, by and among the Company, certain guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.6	Registration Rights Agreement among the Company and the initial purchasers of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.7	Registration Rights Agreement among the Company, certain guarantors and the initial purchasers relating to the Company’s Senior Notes due 2010 (incorporated by reference to Exhibit 4.4 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.8	Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12983)).
	4	.9	First Amendment dated April 14, 2004, to the Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of General Cable Corporation for the quarter ended March 31, 2004 (File No. 1-12983)).
	4	.10	Amended and Restated Credit Agreement dated October 22, 2004, by and among the Company and Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto (incorporated by reference to Exhibit 10.69 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004 (File No. 1-12983)).
	5	.1	Opinion of Blank Rome LLP.
	8	.1	Tax Opinion of Blank Rome LLP (included in Exhibit 5.1).
	12	.1	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (incorporated by reference to Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (File No. 1-12983)).
	23	.1	Consent of Deloitte & Touche LLP.
	23	.2	Consent of Blank Rome LLP (included in Exhibit 5.1).
	24	.1	Power of Attorney (included in signature page).
	99	.1	Letter of Transmittal.
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.3	Form of Letter to Clients.
	99	.4	Form W-9 and Instructions thereto.
	99	.5	Conversion Agent Agreement, dated November 9, 2005, by and between Mellon Investor Services LLC and General Cable Corporation.
	99	.6	Information Agent Agreement, dated November 2, 2005, by and between D.F. King & Co., Inc. and General Cable Corporation.

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Item 22.     Undertakings

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (5) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          (6) To respond to requests for information that is incorporated by reference into the conversion offer prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

          (7) To supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Highland Heights, State of Kentucky, on November 7, 2005.

General Cable Corporation

By:  /s/ Robert J. Siverd

Robert J. Siverd

Executive Vice President, General Counsel

and Secretary

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Siverd and Christopher F. Virgulak, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with authority to do and perform each and every act and the requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities of General Cable Corporation and on the dates indicated:

Signatures	Title	Date
/s/ Gregory B. Kenny Gregory B. Kenny	Director, President and Chief Executive Officer (Principal Executive Officer)	November 7, 2005
/s/ Christopher F. Virgulak Christopher F. Virgulak	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	November 7, 2005
/s/ Robert J. Siverd Robert J. Siverd	Executive Vice President, General Counsel and Secretary	November 7, 2005
/s/ Gregory E. Lawton Gregory E. Lawton	Director	November 7, 2005
/s/ Craig P. Omtvedt Craig P. Omtvedt	Director	November 7, 2005
/s/ Robert A. Smialek Robert A. Smialek	Director	November 7, 2005
/s/ John E. Welsh, III John E. Welsh, III	Director	November 7, 2005

II-4

EXHIBIT INDEX

Exhibit
Number			Description
	1	.1	Dealer Manager Agreement, dated November 9, 2005, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Cable Corporation (the “Company”).
	4	.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-22961) of the Company filed on March 7, 1997, as amended (the “Form S-1”)).
	4	.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1).
	4	.3	Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Form S-1).
	4	.4	Certificate of Designations with respect to the 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to General Cable Corporation’s Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.5	Indenture, by and among the Company, certain guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.6	Registration Rights Agreement among the Company and the initial purchasers of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.7	Registration Rights Agreement among the Company, certain guarantors and the initial purchasers relating to the Company’s Senior Notes due 2010 (incorporated by reference to Exhibit 4.4 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.8	Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12983)).
	4	.9	First Amendment dated April 14, 2004, to the Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of General Cable Corporation for the quarter ended March 31, 2004 (File No. 1-12983)).
	4	.10	Amended and Restated Credit Agreement dated October 22, 2004, by and among the Company and Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto (incorporated by reference to Exhibit 10.69 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004 (File No. 1-12983)).
	5	.1	Opinion of Blank Rome LLP.
	8	.1	Tax Opinion of Blank Rome LLP (included in Exhibit 5.1).
	12	.1	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (incorporated by reference to Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (File No. 1-12983)).
	23	.1	Consent of Deloitte & Touche LLP.
	23	.2	Consent of Blank Rome LLP (included in Exhibit 5.1).
	24	.1	Power of Attorney (included in signature page).
	99	.1	Letter of Transmittal.
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.3	Form of Letter to Clients.
	99	.4	Form W-9 and Instructions thereto.
	99	.5	Conversion Agent Agreement, dated November 9, 2005, by and between Mellon Investor Services LLC and General Cable Corporation.
	99	.6	Information Agent Agreement, dated November 2, 2005, by and between D.F. King & Co., Inc. and General Cable Corporation.

EX-1.1

Exhibit 1.1

EXECUTION VERSION

General Cable Corporation

Dealer Manager Agreement

November 9, 2005

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

     1. General. General Cable Corporation, a Delaware corporation (the “Company”), plans to make an offer to pay (the “Offer”) a cash premium of $7.88 (the “Premium”) to holders of the Company’s outstanding 5.75% Series A Redeemable Convertible Preferred Stock (the “Securities”) who elect to convert their Securities into shares of the Company’s common stock (the “Company Shares”) on the terms and subject to the conditions set forth in the Preliminary Prospectus dated the date hereof and included in the Registration Statement (as defined below) (and as amended or supplemented from time to time prior to effectiveness of the Registration Statement, the “Preliminary Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”) dated the date hereof and filed as Exhibit 99.1 to the Registration Statement.

     The following materials to be used by the Company in connection with the Offer, as any of them may be amended, modified or supplemented from time to time, are collectively referred to herein as the “Offer Material”:

     (a) The Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2005 in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “1933 Act”), relating to the Offer and the issuance of the Company Shares in connection therewith (the “Shares”). As used in this agreement (the “Dealer Manager Agreement” or this “Agreement”), the term “Registration Statement” means such registration statement, including all exhibits, financial statements, schedules or other information included or incorporated by reference therein, when it becomes effective under the 1933 Act, and as amended or supplemented from time to time.

     (b) The Company’s Prospectus relating to the Offer and the Shares. As used in this Agreement, the term “Prospectus” means (i) any prospectus, as amended or supplemented on or prior to the Settlement Date (including, but not limited to, the Preliminary Prospectus) that

the Company uses, prepares, files, distributes or approves in writing which is used to solicit conversion of Securities in the Offer, or (ii) after the effectiveness of the Registration Statement, the prospectus, if any, filed with the Commission pursuant to Rule 424(b) under the 1933 Act, in the form it was first filed, provided that such prospectus was used to solicit conversions of Securities in the Offer on or prior to the Settlement Date. All references in this Agreement to financial statements and schedules and other information which is “contained”, “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated, or deemed to be incorporated, by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules incorporated, or deemed to be incorporated, by reference therein pursuant to Form S-4 under the 1933 Act, as of the effective date of the Registration Statement or the date of the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “1934 Act”) and so incorporated, or deemed to be incorporated, by reference (such incorporated documents, financial statements and schedules being herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

     (c) The Tender Offer Statement on Schedule TO (the “Schedule TO”) filed or to be filed by the Company with the Commission pursuant to Rule 13e-4 under the 1934 Act and all amendments to the Schedule TO (each an “amendment” and, collectively, the “Amendments”).

     (d) Form W-9 and the Instructions thereto.

     (e) The form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and relating to the Offer, and the form of letter to Clients of Registered Holders and The Depository Trust Company Participants relating to the Offer.

     (f) The Letter of Transmittal.

     (g) Any other documents or materials whatsoever (including newspaper announcements and press releases) relating to the Offer that are distributed or made available to the public or the holders of the Securities by or at the direction of the Company in connection with the Offer.

     2. Engagement as Dealer Manager. (a) The Company hereby retains Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) to act as the exclusive dealer manager with respect to the Offer (the “Dealer Manager”). On the basis of the representations and warranties and agreements of the Company herein contained and

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subject to and in accordance with the terms and conditions hereof and of the Offer Material, you hereby agree to act as Dealer Manager in connection with the Offer and in connection therewith, you shall act in accordance with your customary practices and shall perform those services in connection with the Offer that are customarily performed by investment banking firms in connection with acting as a dealer manager of tender offers of a like nature, including, but not limited to, soliciting conversions pursuant to the Offer and communicating generally regarding the Offer with brokers, dealers, commercial banks and trust companies and other persons, including the holders of the Securities. The Dealer Manager shall have no obligation to cause copies of the Offer Material to be transmitted generally to the holders of the Securities.

     (b) The Company acknowledges and agrees that the Dealer Manager has been retained hereunder to act solely as a dealer manager. In such capacity, the Dealer Manager shall act hereunder as an independent contractor and shall not be deemed the agent or fiduciary of the Company or any of its affiliates, equity holders or creditors or of any other person, and any of the duties of the Dealer Manager arising out of the Dealer Manager’s engagement pursuant to this Agreement shall be owed solely to the Company. The Dealer Manager shall not be liable to the Company, its affiliates, equity holders or creditors or to any other person for any act or omission on the part of, and shall not be deemed to be the agent or fiduciary of, any broker or dealer (except that Merrill Lynch may be deemed the agent or fiduciary of Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as broker or dealer), commercial bank or trust company and no such broker or dealer, commercial bank or trust company shall be deemed to be acting as the agent or fiduciary of the Dealer Manager (including, without limitation, for purposes of Section 10 of this Agreement). Nothing contained in this Agreement shall constitute the Dealer Manager a partner of or joint venturer with the Company.

     3. Solicitation Material, Withdrawal. The Company agrees to furnish you with as many copies as you may reasonably request of any Offer Material, and hereby authorizes you to use the Offer Material in connection with the Offer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material to which you reasonably object. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, as a result of which the Offer Material would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact.

     In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment or (b) that has been so submitted and with respect to which you or your counsel have made substantive comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such substantive comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or

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not arising in the ordinary course of business that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the conversion of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the conversion of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any other Indemnified Party (as defined in Section 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

     4. Compensation. The Company agrees that it shall pay to the Dealer Manager a fee for its services as Dealer Manager hereunder (assuming you have not withdrawn as Dealer Manager) and agrees that such compensation will be as set forth in Schedule I hereto, and paid in cash on the Settlement Date.

     5. Expenses. The Company agrees that it will pay all of the following expenses related to the Offer: (i) all fees and expenses relating to the preparation, printing, mailing and publishing of the Offer Material, including the cost of preparation and filing of the Registration Statement and any amendment thereto and the Schedule TO and any amendments thereto, and the cost of furnishing copies thereof to the Dealer Manager, (ii) all fees and expenses of the Company’s counsel and accountants and of the Conversion Agent and Information Agent (each as defined in Section 6), (iii) all advertising charges, (iv) all fees and expenses of any depositary, transfer agent or other person rendering services in connection with the Offer, (v) mailing and handling expenses incurred by brokers and dealers (including you), commercial banks, trust companies and other nominees in forwarding the Offer Material to their customers, (vi) the cost of the preparation, issuance and delivery of the Shares, including any and all transfer and other taxes payable thereon, except as otherwise stated in the Letter of Transmittal, (vii) all expenses in connection with the qualification of the Shares for offer and delivery, (viii) all costs and expenses incident to the additional listing of the Shares on the New York Stock Exchange, (ix) all fees and expenses of Shearman & Sterling LLP as counsel to the Dealer Manager and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section 5. All payments to be made by the Company pursuant to this Section 5 shall be made promptly after the expiration or termination of the Offer or withdrawal by you from acting as Dealer Manager in accordance with Section 3 or, if later, promptly after the related fees or expenses accrue and are invoiced. The Company shall perform its obligations set forth in this Section 5 whether or not the Offer is commenced or the Company acquires any Securities pursuant to the Offer or otherwise.

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     6. Conversion Agent and Information Agent. (a) The Company will arrange for Mellon Investor Services LLC to serve as conversion agent (the “Conversion Agent”) in connection with the Offer and, as such, to advise you at least daily as to such matters relating to the Offer as you may request. The Company shall provide you or cause The Depository Trust Company (“DTC”) to provide you with copies of the records or other lists showing the names and addresses of, and number of Securities held by, the holders of Securities as of a recent date and shall, from and after such date, use its commercially reasonable efforts to cause you to be advised from day to day during the pendency of the Offer of all transfers of Securities, such notification consisting of the name and address of the transferor and transferee of any Securities and the date of such transfer. The Company will arrange for D.F. King & Co., Inc. to serve as information agent (the “Information Agent”) in connection with the Offer and, as such, to advise you as to such matters relating to the Offer as you may reasonably request and to furnish you with any written reports concerning any such information as you may reasonably request.

     (b) The Company authorizes you to communicate with the Conversion Agent, the Information Agent and with DTC in its capacity as depositary, with respect to matters relating to the Offer.

     7. Representations, Warranties and Certain Agreements of the Company. The Company represents and warrants to the Dealer Manager, and agrees with the Dealer Manager, as of the date hereof, as of the date of commencement of the Offer pursuant to Section 13(e) of the 1934 Act (if different than the date hereof) (the “Commencement Date”) and as of the date on which the Company issues the Shares and Premium pursuant to the Offer (the “Settlement Date”) (unless another date is specifically referenced in which case the representation and warranty shall speak as of such date):

     (a) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-4 under the 1933 Act and, on or prior to the Commencement Date, has filed with the Commission the Registration Statement and paid the applicable filing fees. As of the Settlement Date, the Registration Statement and any post-effective amendment thereto will have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto will have been issued under the 1933 Act and no proceedings for that purpose will have been instituted or be pending or, to the knowledge of the Company, will be contemplated by the Commission, and any request on the part of the Commission for additional information will have been complied with.

     At the respective times the Registration Statement and any post-effective amendments thereto become effective and at the Settlement Date, the Registration Statement and any amendments thereto will comply in all material respects with the requirements of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments and supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements in or omissions from any of

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such documents based upon written information furnished to the Company by you or on your behalf specifically for use therein.

     Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, complied when so filed in all material respects with the 1933 Act and each preliminary prospectus and the Prospectus prepared for use in connection with the Offer will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (b) Offer Material. A complete and correct copy of the Offer Material has been furnished to you and your counsel or will be furnished no later than the Commencement Date. The Offer Material, as then amended or supplemented (other than the Prospectus and the Registration Statement, and any amendments and supplements thereto, which are covered in subsection (a) above), complied and will comply in all material respects with the requirements of the 1933 Act and the 1934 Act, as applicable, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Offer Material nor any amendments or supplements thereto (other than the Prospectus and the Registration Statement, and any amendments and supplements thereto, which are covered in subsection (a) above) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by you or on your behalf specifically for use therein.

     (c) Incorporated Documents. The Incorporated Documents, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act, and, when read together with the other information in the Prospectus, at the date of the Prospectus and at the Settlement Date, did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (d) Financial Statements. The financial statements of the Company, together with the related schedules and notes to such financial statements, included in the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and except as otherwise disclosed in the Prospectus, such financial statements comply as to form with the applicable accounting requirements of the 1933 Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involved (except as stated therein); and any schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Historical Financial Information” in the Prospectus present fairly the information shown therein and have been compiled as described in the Prospectus under the caption “Selected Historical Financial Information.”

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     (e) Independent Accountants. Deloitte & Touche LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements included in the Prospectus, are independent public accountants with respect to the Company and its subsidiaries as required by the 1933 Act and the 1934 Act.

     (f) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has not occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (ii) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material to the Company and its subsidiaries considered as one enterprise, and (iii) except for regular dividends on the Company’s common stock or preferred stock, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

     (g) Good Standing of the Company. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not result in a Material Adverse Effect.

     (h) Good Standing of Subsidiaries. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) of the Company (each, a “Significant Subsidiary”) is listed on Schedule II hereto and has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; each other subsidiary of the Company has been duly incorporated or formed, as the case may be, and is an existing corporation or other entity, as the case may be, in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, except where the failure of the foregoing to be correct would not have a Material Adverse Effect; and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or other equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except for such liens, encumbrances and defects as are disclosed in the Prospectus or as would not have a Material Adverse Effect.

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     (i) Capital Stock. The capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus and Offer Material; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; and none of such shares of capital stock was issued in violation of preemptive or other similar rights of any securityholder of the Company.

     (j) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

     (k) Authorization of Company Shares. The Company has duly authorized for issuance a number of Company Shares sufficient to consummate the Offer pursuant to its terms and, when any Shares are issued and delivered by the Company as provided in the Offer Material, such Shares will be validly issued and fully paid and non-assessable; the Shares conform in all material respects to the respective statements relating thereto contained in the Prospectus and Offer Material and the issuance of the Shares by the Company is not subject to any preemptive or other similar rights of any security holder of the Company.

     (l) Absence of Defaults and Conflicts. The Company has full power and authority to make and consummate the Offer in accordance with its terms and to execute, deliver and perform its obligations under this Agreement. The (i) execution, delivery and performance by the Company of this Agreement, (ii) making and consummation of the Offer by the Company (including, but not limited to, the issuance and delivery of Shares thereunder), (iii) after amendment to the Company’s subsidiaries’ senior secured credit agreements, obtaining and use by the Company of funds required in connection with the Offer, (iv) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (v) consummation by the Company of the transactions contemplated by this Agreement and in the Offer Material, in each case, have been duly authorized by all necessary corporate action and do not and will not (y) whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any Significant Subsidiary pursuant to, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any Significant Subsidiary is a party or is bound or to which their property is subject (except for such conflicts, breaches, defaults, or Repayment Events or liens, charges, or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect); or (z) violate (a) the provisions of the charter or by-laws (or other similar document) of the Company or any Significant Subsidiary or (b) any law, statute, rule, regulation, judgment, order, writ or decree applicable to the Company or any Significant Subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their assets, properties or operations, except in the case of clause (b), for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Significant Subsidiary.

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     (m) Absence of Labor Dispute. Except as disclosed in the Prospectus, no labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent, that would, singly or in the aggregate, result in a Material Adverse Effect.

     (n) Absence of Proceedings. Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or involving the Company or any of its property or assets, any of its subsidiaries or any of their respective properties or assets that would, singly or in the aggregate, result in a Material Adverse Effect, or would materially and adversely affect the ability of the Company to consummate the Offer or perform its obligations thereunder, including, without limitation, its obligations under this Agreement, or which are otherwise material in the context of the Offer; and to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

     (o) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is required for the execution, delivery and performance by the Company of this Agreement, in connection with the consummation of the Offer or the other transactions described in the Offer Material by the Company, including but not limited to the issuance of and delivery of the Shares, except such as have been already obtained or as may be required under the 1933 Act, the 1934 Act or state securities laws.

     (p) Possession of Licenses and Permits. The Company and each of its Significant Subsidiaries possess adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; neither the Company nor any of its Significant Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses other than revocations or modifications that would not, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, result in a Material Adverse Effect.

     (q) Sufficient Funds. After appropriate amendment of the senior secured credit agreements of the Company’s subsidiaries, the funds to be made available by the Company for consummation of the Offer as described in the Offer Material will be available to the Company by the Settlement Date and the Company will have sufficient authority under applicable law to use such funds as described to enable the Company promptly to pay the Premium pursuant to the Offer as described in the Prospectus.

     (r) Insurance. The Company and each of the subsidiaries maintains insurance covering its properties, operations, personnel and businesses as the Company deems adequate; such insurance insures against such losses and risks to an extent which the Company believes to be adequate in accordance with customary industry practice to protect the Company and the

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subsidiaries and their respective businesses; all such insurance is fully in force on the date hereof and will be fully in force.

     (s) Taxes. The Company and its subsidiaries have filed all federal or state income or franchise tax returns required to be filed and have paid all taxes shown thereon as due and required to be paid except for tax assessments, if any, as to which adequate reserves have been provided in accordance with generally accepted accounting principles. There is no material tax deficiency which has been asserted against the Company or any of its subsidiaries. All material tax liabilities are adequately provided for on the books of the Company and its subsidiaries.

     (t) Statistical and Market-Related Data. Any statistical and market-related data included or incorporated by reference in the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required.

     (u) Officers’ Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to you or to your counsel shall be deemed a representation and warranty by the Company to the Dealer Manager as to the matters covered thereby.

     (v) Material Agreements. Neither the Company nor any of its subsidiaries is in violation of, or in default in, the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument that is included as an exhibit to the Incorporated Documents, which the Company has filed with the Commission, except as disclosed in the Prospectus or for such defaults that would not result in a Material Adverse Effect.

     (w) Compliance with Environmental Laws. Except as described in the Registration Statement and Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) to the knowledge of the Company, neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws, and to the knowledge of the Company, are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the

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knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

     (x) Intellectual Property. The Company and each of its Significant Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its Significant Subsidiaries has received any notice of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property, which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

     (y) Sarbanes-Oxley Act of 2002. Except as described in the Registration Statement and the Prospectus, there is and has been no failure on the part of the Company and its subsidiaries or any of the officers and directors of the Company or any of its subsidiaries, in their capacities as such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations in connection therewith applicable to the Company or its subsidiaries, including, without limitation, Section 402 thereof related to loans and Sections 302 and 906 thereof related to certifications.

     (z) Internal Controls. Except as described in the Registration Statement and the Prospectus, the Company and each of its Significant Subsidiaries, considered as one enterprise, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (aa) Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) designed to ensure that material information relating to the Company, including its subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities; such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the audit committee of the board of directors of the Company have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, in each case, that have arisen since the date of the certifications included in the Company’s most recent quarterly report on Form 10-Q.

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Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

     (bb) Investment Company Act. The Company is not and, after giving effect to the issuance of the Shares in connection with the Offer, will not be an “investment company” required to be registered under the Investment Company Act of 1940, as amended.

     (cc) ERISA Compliance. The Company and each of its Significant Subsidiaries, considered as one enterprise, has fulfilled its obligations, if any, under the minimum funding standards of Section 302 and the regulations and published interpretations thereunder of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to each “pension plan” (as defined in Section 3(2) of ERISA and such regulations and published interpretations) in which employees of the Company and its Significant Subsidiaries are eligible to participate and, except as described in the Prospectus, each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations; the Company and its Significant Subsidiaries, considered as one enterprise, have not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA.

     (dd) Listing. The Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.

     8. Additional Agreements. (a) The Company shall notify you promptly and, if requested, shall notify you in writing, after it receives notice thereof of (i) when the Registration Statement has become effective and when any Prospectus is mailed (or otherwise sent) for filing pursuant to Rule 424 under the 1933 Act, (ii) the receipt of any comments with respect to the Offer Material from the Commission, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) the filing of any post-effective amendment to the Registration Statement, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of the Preliminary Prospectus or any Offer Material, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, (vi) the occurrence of any event that could cause the Company to withdraw or terminate the Offer or would permit the Company to exercise any right not to accept Securities tendered for conversion, (vii) any proposal or requirement to make, amend or supplement any other Offer Material, (viii) the commencement of any material litigation or the issuance of any order or the taking of any other action by any administrative or judicial tribunal or other governmental agency or instrumentality concerning the Offer (and, if in writing, will furnish you a copy thereof), (ix) the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Shares under state securities or blue sky laws or the initiation or threatening of any proceeding for that purpose, (x) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would reasonably be expected to

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(a) cause the Company to amend, withdraw or terminate the Offer, (b) cause any representation or warranty contained in this Agreement to be untrue or inaccurate or (c) permit the Company to exercise any right not to exchange the Securities tendered for conversion under the Offer (and the Company will so advise you before such rights are exercised) and (xi) any other information relating to the Offer which you may from time to time reasonably request.

     The Company agrees that if any event occurs or condition exists as a result of which the Offer Material (other than the Registration Statement and the Prospectus, which are discussed in Section 8(g) below) would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances existing when the Offer Material is delivered to a holder of Securities, not misleading, or if, in the opinion of the Company, after consultation with you, it is necessary at any time to amend or supplement the Offer Material to comply with applicable law, the Company shall immediately notify you, prepare an amendment or supplement to the Offer Material that will correct such statement or omission or effect such compliance and supply such amended or supplemented Offer Material to you.

     (b) The Company will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, will make every reasonable effort to obtain the lifting thereof at the earliest practicable moment.

     The Company will file promptly all reports or information statements required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of the Preliminary Prospectus and for so long as the delivery of a prospectus is required in connection with the Offer. The Company will promptly file with the Commission on the Commencement Date a Schedule TO and will promptly file as required any and all necessary Amendments.

     (c) On the Commencement Date, the Company will cause to be delivered to each registered holder of the Securities, as soon as practicable, a copy of the Preliminary Prospectus and Letter of Transmittal and all other appropriate Offer Material. Thereafter, to the extent practicable until the expiration or termination of the Offer, the Company will use its reasonable efforts to cause copies of such material to be mailed to each person who becomes a registered holder of any Securities.

     (d) The Company will give you notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act regulations), or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish you with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which you shall reasonably object in writing.

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     (e) The Company has furnished or will deliver to you, without charge, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to you, without charge, as many conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as you may reasonably request. The Company further agrees that the Registration Statement and each amendment thereto furnished to you will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (f) The Company will deliver to you, without charge, as many copies of the Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to you, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus as you may reasonably request. The Company further agrees that the Prospectus and any amendments or supplements thereto furnished to you will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (g) The Company will comply with the 1933 Act and the 1934 Act so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement and the Prospectus. If at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with the distribution of the Shares, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of your counsel or counsel for the Company, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a holder of Securities, not misleading, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act, the Company will promptly prepare and file with the Commission, subject to the terms of this Agreement, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to you, without charge, such number of copies of such amendment or supplement as you may reasonably request.

     (h) The Company will use its best efforts, in cooperation with you and in accordance with Rule 13e-4 of the 1934 Act, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as you and the Company may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the date of this Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to

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subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Shares have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the date of this Agreement.

     (i) The Company will not, directly or indirectly, distribute the Offer Material to any holder of Securities in or from any jurisdiction outside the United States, or otherwise extend the Offer to any holder of Securities residing in any jurisdiction outside the United States, except under circumstances that will result in compliance with the applicable laws and regulations of such jurisdiction.

     (j) The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

     (k) On or prior to the Commencement Date, the Company will have entered into agreements with the Information Agent and the Conversion Agent and will have made appropriate arrangements, to the extent applicable, with DTC or any other “qualified” securities depositary to allow for the book-entry movement of the tendered Securities between depositary participants and the Conversion Agent.

     9. Documentary Covenants. (a) The Company covenants that it shall, on the Commencement Date, deliver or cause to be delivered to you each of (i) the signed opinions, dated the Commencement Date, of Robert J. Siverd, Executive Vice President and General Counsel of the Company and Blank Rome LLP, special counsel for the Company, in the forms set forth in Exhibits A and B hereto, (ii) a certificate of the Treasurer of the Company and the chief financial officer or chief accounting officer of the Company, dated as of the Commencement Date, to the effect that, (y) the Shares have been duly approved for listing on the New York Stock Exchange, subject to official notice of issuance and (z) since the date of the most recent financial statements included in the Registration Statement and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (other than as set forth in the Prospectus), (iii) a certificate, dated the Commencement Date, of the Secretary of the Company in form and substance reasonably satisfactory to you and (iv) a letter from Deloitte & Touche LLP, dated as of the Commencement Date, in form and substance reasonably satisfactory to you, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

     (b) Unless you have previously withdrawn as Dealer Manager, the Company covenants that it shall, on the Settlement Date, deliver or cause to be delivered to you each of the documents listed in clauses (i) through (v) below and that it will not accept Securities tendered for conversion pursuant to the Offer unless on such Settlement Date: (i) the Company shall have delivered or caused to be delivered to you the signed opinions of Robert J. Siverd, Executive Vice President and General Counsel of the Company and of Blank Rome LLP, special counsel

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for the Company, in the forms set forth in Exhibits C and D hereto, (ii) the Company shall have delivered or caused to be delivered written evidence that the Shares are duly authorized for listing on the New York Stock Exchange, (iii) the Company shall have delivered or caused to be delivered to you a certificate of the Treasurer of the Company and the chief financial officer or chief accounting officer of the Company, dated as of the Settlement Date, to the effect that (w) since the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (other than as set forth in the Prospectus), (x) the Company’s representations and warranties in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Settlement Date, and (y) the Company has complied with all agreements and taken all actions to be performed or satisfied by the Company pursuant to this Agreement at or prior to the Settlement Date, and (z) the Registration Statement has been declared effective by the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such officer’s knowledge, are threatened by the Commission, (iv) the Company shall have delivered or caused to be delivered to you a certificate, dated the Settlement Date, of the Secretary of the Company in form and substance reasonably satisfactory to you and (v) the Company shall have delivered or have caused to be delivered to you a letter from Deloitte & Touche LLP, dated as of the Settlement Date, to the effect that Deloitte & Touche LLP reaffirms the statements made in the letter furnished pursuant to subsection (a)(iv) of this Section 9, except that the specified date referred to shall be a date not more than three business days prior to the Settlement Date.

     10. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the Dealer Manager and the affiliates and respective directors, officers, employees, representatives and agents of the Dealer Manager and each person who controls the Dealer Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (the Dealer Manager and each such person being an “Indemnified Party”) as follows:

     (i) from and against any and all losses, claims, damages, liabilities and reasonable expenses whatsoever, joint or several, as incurred, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, and related to, arising out of, or based on (A) any untrue statement or alleged untrue statement of a material fact contained in the Offer Material, as amended or supplemented, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) any breach by the Company of any of its representation, warranties or agreements contained herein, (C) the Company’s failure to make or consummate the Offer or the withdrawal, rescission, termination, amendment or extension of the Offer or any other failure on the Company’s part to comply with the terms and conditions contained in the Offer Material, (D) any of the transactions contemplated in the Offer Material or the engagement of the Dealer Manager pursuant to, and the performance by the Dealer Manager of the services contemplated by, this Agreement except in the case of this clause (D) to the extent that any losses, claims, damages, liabilities or expenses are found in a final judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, willful misconduct or bad faith of an Indemnified Party, or (E) any action taken or

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omitted to be taken by an Indemnified Party with the consent of the Company or in conformity with the instructions or actions or omissions of the Company;

     (ii) from and against any and all losses, claims, damages liabilities and reasonable expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever related to, arising out of or based on any matter described in subparagraph (i) above, provided that, subject to Section 10(g) below, any such settlement is effected with the written consent of the Company; and

     (iii) from and against any and all reasonable expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by you), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever related to, arising out of or based on any matter described in (i) above, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that the Company shall not be liable under clause (A) of subparagraph (i) above to the extent that any losses, claims, damages, liabilities or expense arise out of any untrue statement or omission or alleged untrue statement or omission made in the Offer Material in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager expressly for use in the Offer Material, it being understood and agreed that the only such information furnished by the Dealer Manager consists of such Dealer Manager’s legal and marketing name.

     (b) The Company agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, its security holders or creditors relating to or arising out of the engagement of the Dealer Manager pursuant to, or the performance by the Dealer Manager of the services contemplated by, this Agreement except to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of the Dealer Manager.

     (c) If the indemnification provided for in Section 10(a) hereof is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then the Company agrees to contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand and to the Dealer Manager on the other hand from the Offer (whether or not consummated) or (ii) if, but only if, the allocation provided by clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Dealer Manager on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses,

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as well as any other relevant equitable considerations. The relative benefits to the Company on the one hand and the Dealer Manager on the other hand, in connection with the Offer (whether or not consummated) shall be deemed to be in the same proportion as the total value paid or proposed to be paid to holders of the Securities pursuant to the Offer (whether or not consummated) bears to the fees actually received by the Dealer Manager pursuant to Section 4 hereunder. The relative fault of the Company on the one hand and the Dealer Manager on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Dealer Manager and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Dealer Manager agree that it would not be just and equitable if contribution pursuant to this Section 10(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 10(c). The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section 10(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission; provided, however, that to the extent permitted by applicable law, in no event shall the Dealer Manager be required to contribute any amount which, in the aggregate, exceeds the aggregate fees received by such Dealer Manager under Section 4 of this Agreement.

     (d) In the event an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company, the Company agrees to reimburse such Indemnified Party for all reasonable expenses as incurred by such Indemnified Party in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel, and to compensate such Indemnified Party in an amount to be mutually agreed upon.

     (e) Promptly after receipt by an Indemnified Party of written notice of any claim or commencement of an action or proceeding with respect to which indemnification or contribution may be sought hereunder, such Indemnified Party shall notify the Company in writing of such claim or of the commencement of such action, claim or proceeding, but failure so to notify the Company will not relieve the Company from any liability which it may have hereunder to such Indemnified Party except to the extent that the Company has been materially prejudiced by such failure, and in any event will not relieve the Company from any other liability that it may have to such Indemnified Party. In the event of any such claim, action or proceeding, if such Indemnified Party shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and to the extent it so wishes, assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and shall pay the fees and expenses of such counsel; provided, however, (i) if the Company fails to assume such defense in a timely manner or (ii) if there exists or may exist an actual or potential conflict of interest that would make it inappropriate in the reasonable judgment of such Indemnified Party for the same counsel to represent both the Indemnified Party and the Company, then such Indemnified Party shall be entitled to retain its own counsel at the expense of the Company provided, further, however, that the Company shall not be required to pay the fees and expenses of more than one

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separate counsel (in addition to any local counsel) for all Indemnified Parties in any jurisdiction in respect of any single claim, action or proceeding. In respect of any claim, action or proceeding the defense of which shall have been assumed by the Company in accordance with the foregoing, each Indemnified Party shall have the right to participate in such litigation and to retain its own counsel at its own expense.

     (f) The Company agrees that, without your prior written consent, it will not settle, compromise or consent to the entry of any judgment in or with respect to any pending or threatened claim, action, investigation or proceeding in respect of which indemnification or contribution could be sought under this Section 10 (whether or not you or any other Indemnified Party is an actual or potential party to such claim, action, investigation or proceeding), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, investigation or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party.

     (g) The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent the Company agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing, if at any time an Indemnified Party shall have requested that the Company reimburse the Indemnified Party for fees and expenses of counsel, the Company agrees that it shall be liable for any settlement of the nature contemplated by Section 10(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by the Company of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the Company shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement.

     (h) The rights of any Indemnified Party under this Agreement shall be in addition to and not in limitation of any rights that any Indemnified Party may have at common law or otherwise.

     11. Survival of Indemnities, Representations, Warranties, Etc. The indemnity and contribution agreements contained in Section 10, the provisions of Sections 4 and 5 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any failure to commence, or the withdrawal, termination or consummation of, the Offer or the termination or assignment of this Agreement, (ii) any investigation made by or on behalf of the Company or any Indemnified Party and (iii) any withdrawal by you pursuant to Section 3.

     12. Severability of Provisions. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the agreements contained herein is not affected in any manner adverse to any party. Upon such determination that any term or provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in

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order that the agreements contained herein may be performed as originally contemplated to the fullest extent possible.

     13. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in two or more separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     14. Parties In Interest. This Agreement, including any right to indemnity or contribution hereunder, shall inure to the benefit of and be binding upon the Company, the Dealer Manager and the other Indemnified Parties (as defined in Section 10) and their respective successors and assigns. Nothing in this Agreement is intended, or shall be construed, to give to any other person or entity any right hereunder or by virtue hereof.

     15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     16. References to the Dealer Manager. The Company agrees that any reference to the Dealer Manager in the Registration Statement, Prospectus or Offer Material, or in any other release or communication relating to the Offer, is subject to your prior approval, which approval shall not be unreasonably withheld or delayed.

     17. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when so delivered in person, by overnight courier, by facsimile transmission (with receipt being confirmed by telephone or by automatic transmission report) or two business days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:

(a)	If to the Dealer Manager:
	Merrill Lynch & Co.,
	Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
	4 World Financial Center
	New York, New York 10080
	Telecopier No. (212) 449-3207
	Attention: Office of General Counsel
(b)	If to the Company:
	General Cable Corporation
	4 Tessener Drive
	Highland Heights, Kentucky 41076
	Telecopier No. (859) 572-8444
	Attention: Christopher F. Virgulak, Executive Vice President, Chief Financial Officer and Treasurer

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     18. Securities Positions. The Company acknowledges that it has no objection to the fact that, in the course of trading activities, the Dealer Manager may from time to time have positions in, and, in accordance with applicable law, buy or sell securities of, the Company and its affiliates.

     19. Tombstone. You may place an announcement in such newspapers and periodicals as you may choose, stating that the Dealer Manager is acting or has acted as exclusive dealer manager to the Company in connection with the Offer. Any such announcement shall be at your sole option and expense and subject to the reasonable approval of the Company.

     20. Waiver of Right to Trial by Jury and Applicable Law. The Dealer Manager and the Company each waives any right to trial by jury in any action, claim, suit or proceeding with respect to the engagement of the Dealer Manager hereunder.

     21. Miscellaneous. The descriptive headings contained in this Agreement are incorporated for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

     22. Entire Agreement; Amendment. This Agreement supersedes all prior agreements and undertakings, both written and oral, of the parties hereto, or any of them, with respect to the subject matter hereof and constitutes the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may not be waived, amended or modified except in writing signed by each party to be bound hereby.

[SIGNATURE PAGES FOLLOW]

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     Please indicate your willingness to act as the Dealer Manager on the terms set forth herein and your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us.

Very truly yours, GENERAL CABLE CORPORATION
By:	/s/ Christopher F. Virgulak
	CHRISTOPHER F. VIRGULAK
	Executive Vice President, Chief Financial Officer and Treasurer

Accepted as of the date first above written:

MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED

By:	/s/ Geoffrey T. Blythe
	Name:  Geoffrey T. Blythe
	Title: Managing Director

Schedule I

COMPENSATION

     For each $50 par value of Securities that is validly tendered for conversion pursuant to the Offer and not withdrawn, the Dealer Manager shall receive $0.25 from the Company.

S I-1

Schedule II

SIGNIFICANT SUBSIDIARIES

	Jurisdiction of
Name	Incorporation
Dominion Wire and Cables Ltd.	Fiji
General Cable Canada, Ltd.	Ontario
General Cable Celcat Energia e Telecommunicaciones SA	Portugal
General Cable Company	Nova Scotia
General Cable de Latinoamerica, S.A. de C.V.	Mexico
General Cable de Mexico del Norte, S.A. de C.V.	Mexico
General Cable Holdings (Spain) SRL	Spain
General Cable Holdings de Mexico, S.A. de C.V.	Mexico
General Cable Holdings New Zealand	New Zealand
General Cable Industries, Inc.	Delaware
General Cable Industries, LLC	Delaware
General Cable Investments, SGPS SA.	Madeira
General Cable New Zealand Limited	New Zealand
General Cable Overseas Holdings, Inc.	Delaware
General Cable Technologies Corporation	Delaware
GK Technologies, Inc.	New Jersey
Grupo General Cable Sistemas, SA.	Spain
Marathon Manufacturing Holdings, Inc.	Delaware
Telmag Internacional, S.A. de C.V.	Mexico

S II-1

Exhibit A

FORM OF OPINION OF ROBERT J. SIVERD
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL OF THE COMPANY

TO BE DELIVERED PURSUANT TO SECTION 9(a)
(To be dated the Commencement Date)

     (a) The Company has been duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, to enter into and perform its obligations under the Dealer Manager Agreement and to make and consummate the Offer;

     (b) Each Significant Subsidiary organized in a state in the United States (“U.S. Significant Subsidiary”) has been duly incorporated and is in good standing and has legal corporate existence under the laws of the jurisdiction of its incorporation, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each U.S. Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned of record and, to the best of such counsel’s knowledge, beneficially, by the Company, directly or indirectly through subsidiaries of the Company, free and clear of any lien, encumbrance or defect; and none of the outstanding shares of capital stock of any U.S. Significant Subsidiary was issued in violation of the preemptive or, to the best of such counsel’s knowledge, similar rights of any securityholder of such U.S. Significant Subsidiary;

     (c) All descriptions in the Registration Statement of written contracts and other documents to which the Company is a party are accurate in all material respects; to the best of such counsel’s knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects;

     (d) Other than the Registration Rights Agreement dated as of November 24, 2003 concerning the Securities, there are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the 1933 Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the 1933 Act;

     (e) After obtaining an amendment to the senior secured credit agreements of the Company’s subsidiaries with respect to the following clauses (ii), (iii) and (v), the

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(i) performance by the Company of the Dealer Manager Agreement, (ii) making and consummation of the Offer by the Company (including but not limited to the issuance and delivery of Shares thereunder), (iii) obtaining and use by the Company of funds required in connection with the Offer, (iv) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (v) consummation by the Company of the transactions contemplated by the Dealer Manager Agreement, in each case, have been duly authorized by all necessary corporate action on the part of the Company and (A) will not result in any violation of the charter or by-laws of the Company or any of its U.S. Significant Subsidiaries, (B) will not result in a breach or violation of any of the terms or provisions of, or constitute an event of default (or an event which with notice or lapse of time or both would become an event of default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its U.S. Significant Subsidiaries under, (a) any agreement or instrument that is listed as an exhibit to the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 or the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed thereafter or (b) any existing applicable law, rule or regulation, or any judgment, order or decree known to such counsel, of any government, governmental or regulatory instrumentality or agency or court, having jurisdiction over the Company or any of its U.S. Significant Subsidiaries or any of their properties or assets, except in the case of clause (B), such breaches, violations, defaults, rights, creations and impositions which individually or in the aggregate would not result in a Material Adverse Effect;

     (f) The Dealer Manager Agreement has been duly authorized, executed and delivered by the Company;

     (g) To such counsel’s knowledge, there is no action, suit, proceeding, inquiry or investigation, to which the Company or any subsidiary is a party, or to which the property of the Company or any subsidiary is subject, before or brought by any court or governmental agency or body, domestic or foreign, that is pending or overtly threatened in writing and that is required to be described in the Registration Statement or the Prospectus and is not so described; and

     (h) Each of the documents incorporated by reference in the Registration Statement, the Prospectus and the Schedule TO, when they became effective or were filed with the Commission or as subsequently amended prior to the date of the Dealer Manager Agreement, as the case may be, complied as to form in all material respects with the requirements of the 1934 Act, it being understood that such counsel need express no opinion as to the financial statements, including the notes thereto and supporting schedules, or other financial data contained therein.

Such counsel has participated in discussions with officers and other representatives of the Company and representatives of the Dealer Manager at which discussions the contents of the Registration Statement, the Prospectus and the Schedule TO and related matters were discussed and, although such counsel has not independently verified, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Schedule TO, such counsel advises you that,

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on the basis of the foregoing, nothing has come to such counsel’s attention that would lead such counsel to believe that (a) the Registration Statement or any amendment thereto, at the time it was filed with the Commission or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Prospectus or any amendment or supplement thereto, at the time the Registration Statement was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Schedule TO or any amendment or supplement thereto at the time it was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. It is understood that such counsel expresses no view as to the financial statements, including the notes thereto and supporting schedules, or other financial information and data contained in the Registration Statement, the Prospectus or the Schedule TO.

A-3

Exhibit B

FORM OF OPINION OF BLANK ROME LLP
SPECIAL COUNSEL TO THE COMPANY

TO BE DELIVERED PURSUANT TO SECTION 9(a)
(To be dated the Commencement Date)

     (a) The Company has been duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, to enter into and perform its obligations under the Dealer Manager Agreement and to make and consummate the Offer;

     (b) The Shares have been duly authorized for issuance and conform to the description thereof contained in the Prospectus. When any Shares are issued and delivered by the Company as provided in the Offer Material, such Shares will be validly issued, fully paid and nonassessable, and the stockholders of the Company have no preemptive rights with respect to the Shares;

     (c) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of, and the consummation of the transactions contemplated by, the Dealer Manager Agreement or the Offer (including but not limited to the issuance and delivery of the Shares pursuant to the Offer), except such as have been obtained or such as may be required under the 1933 Act or the 1934 Act or such as may be required under foreign or state securities laws, as to which such counsel need express no opinion;

     (d) After obtaining an amendment to the senior secured credit agreements of the Company’s subsidiaries with respect to the following clauses (ii) , (iii) and (v), the (i) performance by the Company of the Dealer Manager Agreement, (ii) making and consummation of the Offer by the Company (including but not limited to the issuance and delivery of Shares thereunder), (iii) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (iv) consummation by the Company of the transactions contemplated by the Dealer Manager Agreement, in each case, have been duly authorized by all necessary corporate action on the part of the Company and (A) will not result in any violation of the charter or by-laws of the Company, (B) will not result in a breach or violation of any of the terms or provisions of, or constitute an event of default (or an event which with notice or lapse of time or both would become an event of default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under, (a) any agreement or instrument that is listed as an exhibit to the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 or the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed thereafter or (b) any existing applicable law, rule or regulation, or any judgment, order or decree known to such counsel, of any government, governmental or regulatory instrumentality or agency or court having jurisdiction over the

B-1

Company or any of its properties or assets, except in the case of clause (B) such breaches, violations, defaults, rights, creations and impositions which individually or the aggregate would not result in a Material Adverse Effect;

     (e) The Company is not required, and upon consummation of the Offer and any resulting issuance and delivery of the Shares as contemplated by the Offer, will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended;

     (f) The Dealer Manager Agreement has been duly authorized, executed and delivered by the Company;

     (g) The Registration Statement and the Prospectus, excluding the documents incorporated by reference therein, and any amendment or supplement thereto, excluding the documents incorporated by reference therein, at the time of filing with the Commission complied as to form in all material respects with the requirements of the 1933 Act, it being understood that such counsel need express no opinion as to the financial statements, including the notes thereto and supporting schedules, or other financial data contained therein or with respect to matters relating to federal income tax consequences of the Offer;

     (h) The Schedule TO and any amendments thereto, excluding the Incorporated Documents therein, complies as to form in all material respects with the applicable requirements of the 1934 Act, it being understood that such counsel need express no opinion as to the financial statements, including the notes thereto and supporting schedules, or other financial data contained or incorporated by reference therein or with respect to matters relating to federal income tax consequences of the Offer;

     (i) The statements in the Prospectus under “The Conversion Offer,” “Comparison of Rights between the Series A Preferred Stock and Our Common Stock,” “Description of Our Series A Preferred Stock” and “Description of Capital Stock,” and in the Registration Statement under Item [20], insofar as such statements constitute a summary of documents referred to therein or matters of law, fairly summarize in all material respects the information called for with respect to such documents and matters; and

     (j) The statements in the Prospectus under “Material U.S. Federal Income Tax Considerations,” insofar as such statements constitute a summary of the United States federal tax laws referred to therein, are accurate and fairly summarize in all material respects the United States federal tax laws referred to therein.

Such counsel has participated in discussions with officers and other representatives of the Company and representatives of the Dealer Manager at which discussions the contents of the Registration Statement, the Prospectus and the Schedule TO and related matters were discussed and, although such counsel has not independently verified, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Schedule TO (except to the extent provided in paragraphs (i) and (j) in our opinion of even date), such counsel advises you that, on the basis of the foregoing, nothing has come to such counsel’s attention that would lead such counsel to

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believe that (a) the Registration Statement or any amendment thereto, at the time it was filed with the Commission or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Prospectus or any amendment or supplement thereto, at the time the Registration Statement was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Schedule TO or any amendment or supplement thereto at the time it was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. It is understood that such counsel expresses no view as to the financial statements, including the notes thereto and supporting schedules, or other financial information and data contained in the Registration Statement, the Prospectus or the Schedule TO.

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Exhibit C

FORM OF OPINION OF ROBERT J. SIVERD
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL TO THE COMPANY

TO BE DELIVERED PURSUANT TO SECTION 9(b)
(To be dated the Settlement Date)

     (a) The Company has been duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, to enter into and perform its obligations under the Dealer Manager Agreement and to make and consummate the Offer;

     (b) Each Significant Subsidiary organized in a state in the United States (“U.S. Significant Subsidiary”) has been duly incorporated and is in good standing and has legal corporate existence under the laws of the jurisdiction of its incorporation, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each U.S. Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned of record and, to the best of such counsel’s knowledge, beneficially, by the Company, directly or indirectly through subsidiaries of the Company, free and clear of any lien, encumbrance or defect; and none of the outstanding shares of capital stock of any U.S. Significant Subsidiary was issued in violation of the preemptive or, to the best of such counsel’s knowledge, similar rights of any securityholder of such U.S. Significant Subsidiary;

     (c) All descriptions in the Registration Statement of written contracts and other documents to which the Company is a party are accurate in all material respects; to the best of such counsel’s knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects;

     (d) Other than the Registration Rights Agreement dated as of November 24, 2003 concerning the Securities, there are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the 1933 Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the 1933 Act;

     (e) After obtaining an amendment to the senior secured credit agreements of the Company’s subsidiaries with respect to the following clauses (ii), (iii) and (v), the (i) performance by the Company of the Dealer Manager Agreement, (ii) making and

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consummation of the Offer by the Company (including but not limited to the issuance and delivery of Shares thereunder), (iii) obtaining and use by the Company of funds required in connection with the Offer, (iv) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (v) consummation by the Company of the transactions contemplated by the Dealer Manager Agreement, in each case, have been duly authorized by all necessary corporate action on the part of the Company and (A) will not result in any violation of the charter or by-laws of the Company or any of its U.S. Significant Subsidiaries, (B) will not result in a breach or violation of any of the terms or provisions of, or constitute an event of default (or an event which with notice or lapse of time or both would become an event of default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its U.S. Significant Subsidiaries under, (a) any agreement or instrument that is listed as an exhibit to the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 or the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed thereafter or (b) any existing applicable law, rule or regulation, or any judgment, order or decree known to such counsel, of any government, governmental or regulatory instrumentality or agency or court, having jurisdiction over the Company or any of its U.S. Significant Subsidiaries or any of their properties or assets, except in the case of clause (B), such breaches, violations, defaults, rights, creations and impositions which individually or in the aggregate would not result in a Material Adverse Effect;

     (f) The Dealer Manager Agreement has been duly authorized, executed and delivered by the Company;

     (g) To such counsel’s knowledge, there is no action, suit, proceeding, inquiry or investigation, to which the Company or any subsidiary is a party, or to which the property of the Company or any subsidiary is subject, before or brought by any court or governmental agency or body, domestic or foreign, that is pending or overtly threatened in writing and that is required to be described in the Registration Statement or the Prospectus and is not so described; and

     (h) Each of the documents incorporated by reference in the Registration Statement, the Prospectus and the Schedule TO, when they became effective or were filed with the Commission or as subsequently amended prior to the date of the Dealer Manager Agreement, as the case may be, complied as to form in all material respects with the requirements of the 1934 Act, it being understood that such counsel need express no opinion as to the financial statements, including the notes thereto and supporting schedules, or other financial data contained therein.

Such counsel has participated in discussions with officers and other representatives of the Company and representatives of the Dealer Manager at which discussions the contents of the Registration Statement, the Prospectus and the Schedule TO and related matters were discussed and, although such counsel has not independently verified, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Schedule TO, such counsel advises you that, on the basis of the foregoing, nothing has come to such counsel’s attention that would lead such

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counsel to believe that (a) the Registration Statement or any amendment thereto, at the time it was filed with the Commission or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Prospectus or any amendment or supplement thereto, at the time the Registration Statement was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Schedule TO or any amendment or supplement thereto at the time it was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. It is understood that such counsel expresses no view as to the financial statements, including the notes thereto and supporting schedules, or other financial information and data contained in the Registration Statement, the Prospectus or the Schedule TO.

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Exhibit D

FORM OF OPINION OF BLANK ROME LLP
SPECIAL COUNSEL TO THE COMPANY

TO BE DELIVERED PURSUANT TO SECTION 9(b)
(To be dated the Settlement Date)

     (a) The Company has been duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, to enter into and perform its obligations under the Dealer Manager Agreement and to make and consummate the Offer;

     (b) The Shares have been duly authorized for issuance and conform to the description thereof contained in the Prospectus. When any Shares are issued and delivered by the Company as provided in the Offer Material, such Shares will be validly issued, fully paid and nonassessable, and the stockholders of the Company have no preemptive rights with respect to the Shares;

     (c) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of, and the consummation of the transactions contemplated by, the Dealer Manager Agreement or the Offer (including but not limited to the issuance and delivery of the Shares pursuant to the Offer), except such as have been obtained or such as may be required under the 1933 Act or the 1934 Act or such as may be required under foreign or state securities laws, as to which such counsel need express no opinion;

     (d) After obtaining an amendment to the senior secured credit agreements of the Company’s subsidiaries with respect to the following clauses (ii) , (iii) and (v), the (i) performance by the Company of the Dealer Manager Agreement, (ii) making and consummation of the Offer by the Company (including but not limited to the issuance and delivery of Shares thereunder), (iii) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (iv) consummation by the Company of the transactions contemplated by the Dealer Manager Agreement, in each case, have been duly authorized by all necessary corporate action on the part of the Company and (A) will not result in any violation of the charter or by-laws of the Company, (B) will not result in a breach or violation of any of the terms or provisions of, or constitute an event of default (or an event which with notice or lapse of time or both would become an event of default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under, (a) any agreement or instrument that is listed as an exhibit to the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 or the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed thereafter or (b) any existing applicable law, rule or regulation, or any judgment, order or decree known to such counsel, of any government,

D-1

governmental or regulatory instrumentality or agency or court having jurisdiction over the Company or any of its properties or assets, except in the case of clause (B) such breaches, violations, defaults, rights, creations and impositions which individually or the aggregate would not result in a Material Adverse Effect;

     (e) The Company is not required, and upon consummation of the Offer and any resulting issuance and delivery of the Shares as contemplated by the Offer, will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended;

     (f) The Dealer Manager Agreement has been duly authorized, executed and delivered by the Company;

     (g) The Registration Statement and the Prospectus, and any amendment or supplement thereto, excluding the documents incorporated by reference therein, at the time of filing with the Commission complied as to form in all material respects with the requirements of the 1933 Act, it being understood that such counsel need express no opinion as to the financial statements, including the notes thereto and supporting schedules, or other financial data contained therein or with respect to matters relating to federal income tax consequences of the Offer;

     (h) The Schedule TO and any amendments thereto, excluding the Incorporated Documents therein, complies as to form in all material respects with the applicable requirements of the 1934 Act, it being understood that such counsel need express no opinion as to the financial statements, including the notes thereto and supporting schedules, or other financial data contained or incorporated by reference therein or with respect to matters relating to federal income tax consequences of the Offer;

     (i) The statements in the Prospectus under “The Conversion Offer,” “Comparison of Rights between the Series A Preferred Stock and Our Common Stock,” “Description of Our Series A Preferred Stock” and “Description of Capital Stock,” and in the Registration Statement under Item [20], insofar as such statements constitute a summary of documents referred to therein or matters of law, fairly summarize in all material respects the information called for with respect to such documents and matters;

     (j) The statements in the Prospectus under “Material U.S. Federal Income Tax Considerations,” insofar as such statements constitute a summary of the United States federal tax laws referred to therein, are accurate and fairly summarize in all material respects the United States federal tax laws referred to therein; and

     (k) The Registration Statement has become effective under the 1933 Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion within the time period required by Rule 424(b), the Schedule TO (excluding the Incorporated Documents and the financial statements, including the notes thereto and supporting schedules, and other financial or statistical information and data contained therein as to which counsel does not express an opinion) is responsive in all material respects to the requirements of the 1934 Act and, to the knowledge of such counsel, no stop order suspending the effectiveness

D-2

of the Registration Statement or any part thereof has been issued under the Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission.

Such counsel has participated in discussions with officers and other representatives of the Company and representatives of the Dealer Manager at which discussions the contents of the Registration Statement, the Prospectus and the Schedule TO and related matters were discussed and, although such counsel has not independently verified, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Schedule TO (except to the extent provided in paragraphs (i) and (j) in our opinion of even date), such counsel advises you that, on the basis of the foregoing, nothing has come to such counsel’s attention that would lead such counsel to believe that (a) the Registration Statement or any amendment thereto, at the time it was filed with the Commission or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Prospectus or any amendment or supplement thereto, at the time the Registration Statement was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Schedule TO or any amendment or supplement thereto at the time it was filed with the Commission or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. It is understood that such counsel expresses no view as to the financial statements, including the notes thereto and supporting schedules, or other financial information and data contained in the Registration Statement, the Prospectus or the Schedule TO.

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EX-5.1

Exhibit 5.1

[BLANK ROME LLP Letterhead]

November 9, 2005

General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076

Re:	General Cable Corporation
	Registration Statement on Form S-4

Ladies and Gentlemen:

     This opinion is delivered in connection with a registration statement on Form S-4 filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”), of General Cable Corporation, a Delaware corporation (the “Company”), relating to the registration of 10,345,395 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable upon conversion of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock (the “Preferred Stock”) issued pursuant to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”), in the conversion offer (the “Conversion Offer”) described in the Registration Statement.

     In connection with rendering this opinion, we have examined such corporate records, certificates and other documents as we have considered necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid records, certificates and documents. This opinion is limited to the corporate laws of the State of Delaware and the United States federal income tax laws.

     As special counsel to the Company and based upon and subject to the foregoing, we advise you as follows:

     When the following steps shall have been taken, the Common Stock will be validly issued, fully paid and non-assessable:

     (a)     Compliance with the Securities Act of 1933, as amended, and action of the Securities and Exchange Commission permitting the Registration Statement to become effective; and

     (b)     The issuance of the Common Stock in conformity with the Registration Statement and the Certificate.

     We are of the opinion that the information contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations” constitutes an accurate description, in general terms, of the indicated material U.S. federal income tax considerations to a holder of the Preferred Stock with respect to the conversion of Preferred Stock to shares of Common Stock in the Conversion Offer as contemplated in the Registration Statement.

     We hereby consent to be named in the Registration Statement and in any amendments thereto as counsel for the Company, to the statements with reference to our firm made in the Registration Statement, and to the filing and use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Blank Rome LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 30, 2005 relating to the consolidated financial statements and financial statement schedule of General Cable Corporation (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2004, as amended, and of our report on internal control over financial reporting dated April 28, 2005 (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses) appearing in the Annual Report on Form 10-K, as amended, of the Company for the year ended December 31, 2004 and to the reference to us under the heading “Experts” in the Conversion Offer Prospectus, which is a part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Cincinnati, OH
November 9, 2005

EX-99.1

Exhibit 99.1

Letter of Transmittal

GENERAL CABLE CORPORATION

Offer to Pay a Cash Premium Upon Conversion of

Any and All of its Outstanding Shares of

5.75% Series A Redeemable Convertible Preferred Stock

(CUSIP Nos. 369300207 and 369300306)

into Shares of Common Stock

Pursuant to the Conversion Offer Prospectus

Dated November 9, 2005

This Conversion Offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless extended or earlier terminated (such date, as the same may be extended or earlier terminated, the “Expiration Date”). Holders of shares of Preferred Stock (as defined below) must surrender their Preferred Stock for conversion prior to the Expiration Date to receive the Conversion Consideration (as defined below).

The Conversion Agent for the Conversion Offer is:

Mellon Investor Services LLC

	By Regular Mail &
By Registered or Certified Mail:	Overnight Courier:	In Person By Hand Only:
Mellon Investor Services LLC P.O. Box 3301 South Hackensack, New Jersey 07606	Mellon Investor Services LLC 480 Washington Blvd., 27th Floor Jersey City, New Jersey 07310 Attention: Reorganization Dept.	Mellon Investor Services LLC Reorg Dept. 120 Broadway, 13th Floor New York, New York 10271

By Telephone:

Domestic: (800) 685-4258

Foreign: (201) 680-6622

Facsimile: (201) 680-4626

For Confirmation of Facsimile Transmission by Telephone:

(201) 680-4860

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      The Instructions contained herein should be read carefully before this Letter of Transmittal is completed.

      HOLDERS THAT WISH TO BE ELIGIBLE TO RECEIVE THE CONVERSION CONSIDERATION PURSUANT TO THE CONVERSION OFFER (AS DEFINED BELOW) MUST VALIDLY SURRENDER (AND NOT WITHDRAW) THEIR SHARES OF PREFERRED STOCK TO THE CONVERSION AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

      Holders are urged to read and review carefully in full the Conversion Offer Prospectus of General Cable Corporation, a Delaware corporation (the “Company”), dated November 9, 2005 (as the same may be amended or supplemented from time to time, the “Conversion Offer Prospectus”) and this Letter of Transmittal (together with the Conversion Offer Prospectus, the “Conversion Offer Documents”).

      This Letter of Transmittal (this “Letter of Transmittal”) is to be used by registered holders (“Holders”) of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share (the “Preferred Stock”), if: (1) certificates representing shares of the Preferred Stock are to be physically delivered to the Conversion Agent herewith by such Holders; or (2) a surrender of shares of Preferred Stock for conversion is to be made by book-entry transfer to the Conversion Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Conversion Offer Prospectus under the caption “The Conversion Offer — Procedures for Surrendering Shares of Series A Preferred Stock for Conversion — Book-Entry Delivery Procedures” by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of the Preferred Stock.

      Alternatively, DTC participants may, in lieu of physically completing and signing this Letter of Transmittal and delivering it to the Conversion Agent, electronically accept the Conversion Offer and surrender the shares of Preferred Stock for conversion through DTC’s Automated Tender Offer Program (“ATOP”) as set forth under “The Conversion Offer — Procedures for Surrendering Shares of Series A Preferred Stock for Conversion” in the Conversion Offer Prospectus. Holders surrendering their shares of Preferred Stock for conversion by book-entry transfer to the Conversion Agent’s account at DTC can execute the surrender through ATOP, for which the transaction will be eligible. DTC participants that are accepting the Conversion Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the Conversion Agent’s account at DTC. DTC will then send an Agent’s Message to the Conversion Agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Conversion Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.

      THE CONVERSION OFFER IS NOT BEING MADE TO (NOR WILL ANY SURRENDER OF SHARES OF PREFERRED STOCK FOR CONVERSION BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE CONVERSION OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

      Your broker, dealer, commercial bank, trust company or other nominee can assist you in completing this form. All of the applicable instructions included with this Letter of Transmittal must be followed. Any requests for assistance in connection with the Conversion Offer or for additional copies of the Conversion Offer Documents may be directed to the Information Agent. Any additional questions regarding the Conversion Offer should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated, the dealer manager with respect to the Conversion Offer (the “Dealer Manager”). Contact information for the Information Agent and the Dealer Manager is set forth at the end of this Letter of Transmittal. See Instruction 11 below.

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METHOD OF DELIVERY

o  Check here if certificates for shares of Preferred Stock surrendered for conversion are enclosed herewith.

o  Check here if shares of Preferred Stock surrendered for conversion are being delivered by Book-Entry Transfer made to the account maintained by the Conversion Agent with DTC and complete the following:

Name of Surrendering Institution

Account Number

Transaction Code Number

      List below the shares of Preferred Stock to which this Letter of Transmittal relates. If the space provided is inadequate, list certificate numbers and share amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal.

DESCRIPTION OF SHARES OF PREFERRED STOCK
		Aggregate Number of	Number of Shares
Name(s) and Address(es) of Holder(s)	Certificate	Shares of Preferred	Surrendered for
(Please fill in, if your certificate is blank)	Numbers*	Stock Represented**	Conversion
		Total:	Total:
* Need not be completed by Holders surrendering by book-entry transfer (see below).
** Unless otherwise indicated in the column labeled “Number of Shares Surrendered for Conversion” and subject to the terms and conditions of the Conversion Offer Prospectus, a Holder will be deemed to have surrendered the entire number of shares of Preferred Stock represented by the certificates of Preferred Stock indicated in the column labeled “Aggregate Number of Shares of Preferred Stock Represented.” See Instruction 3.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      By execution hereof, the undersigned acknowledges receipt of the Conversion Offer Prospectus and this Letter of Transmittal and instructions hereto, which together constitute the Company’s offer (the “Conversion Offer”) to pay a cash premium upon the conversion of any and all of its shares of 5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share, into shares of the Company’s common stock, $0.01 par value per share, upon the terms and subject to the conditions set forth in the Conversion Offer Documents, from Holders thereof, as described in the Conversion Offer Documents.

      The consideration offered for shares of Preferred Stock converted pursuant to the Conversion Offer shall be an amount, payable in cash, equal to $7.88 for each share of Preferred Stock validly surrendered for conversion, subject to adjustment, plus an amount in cash equivalent to the unpaid dividends accrued and accumulated thereon from and after the last dividend payment date prior to the Expiration Date, which dividend payment date will be November 24, 2005, up to, but not including, the Settlement Date, as defined below (the “Conversion Consideration”). Holders that validly surrender their shares of Preferred Stock for conversion will receive the Conversion Consideration in addition to the shares of Common Stock issuable upon conversion pursuant to the conversion terms of the Preferred Stock. Each share of Preferred Stock is convertible into 4.998 shares of Common Stock, subject to adjustment, which is equivalent to a conversion price of $10.004 per share. The Company is not required to issue fractional shares of Common Stock upon conversion of the Preferred Stock. Instead, the Company will pay a cash adjustment based upon the market price of the Common Stock on the second business day before the Settlement Date. The “Settlement Date” in respect of any shares of Preferred Stock that are validly surrendered for conversion is expected to be promptly following the Expiration Date. Holders surrendering their Preferred Stock for conversion after 5:00 p.m., New York City time, on the Expiration Date will not be eligible to receive the Conversion Consideration.

      Upon the terms and subject to the conditions of the Conversion Offer, the undersigned hereby surrenders for conversion pursuant to the Conversion Offer the shares of Preferred Stock that are being surrendered hereby, subject to the acceptance of the Preferred Stock for conversion and payment of the related Conversion Consideration. The undersigned hereby irrevocably constitutes and appoints the Conversion Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Conversion Agent also acts as the agent of the Company) with respect to such shares of Preferred Stock, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (1) present such shares of Preferred Stock and all evidences of transfer and authenticity to, or effect the conversion of, such shares of Preferred Stock on the account books maintained by DTC to, or upon the order of, the Company, (2) present such Shares of Preferred Stock for conversion on the books of the Company, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of Preferred Stock.

      The undersigned understands that surrenders of Preferred Stock for conversion pursuant to any of the procedures described in the Conversion Offer Prospectus and in the instructions hereto and acceptance thereof by the Company will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Conversion Offer.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender for conversion the Preferred Stock surrendered hereby, and that when such shares of Preferred Stock are accepted for conversion and payment of the Conversion Consideration by the Company, such Preferred Stock may be duly cancelled and will be free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned will, upon request, execute and deliver any additional documents deemed by the Conversion Agent or by the Company to be necessary or desirable to complete the conversion of the Preferred Stock surrendered hereby.

      For purposes of the Conversion Offer, the undersigned understands that the Company will be deemed to have accepted for conversion validly surrendered shares of Preferred Stock (or defectively surrendered

4

Shares of Preferred Stock with respect to which the Company has waived such defect) if, as and when the Company gives proper notice thereof to the Conversion Agent.

      The undersigned understands that, notwithstanding any other provision of the Conversion Offer, the Company’s obligation to accept shares of Preferred Stock for conversion, and to pay the related Conversion Consideration, is subject to, and conditioned upon, the satisfaction of or, where applicable, the Company’s waiver of, the following:

•  the receipt by the Company before 5:00 p.m., New York City time, on the Expiration Date of net borrowings under the Company’s senior secured credit facility on terms and conditions satisfactory to the Company sufficient to pay all the Conversion Consideration due in connection with the Conversion Offer, as well as all costs and expenses of the Conversion Offer; and

•  the general conditions described in the section of the Conversion Offer Prospectus captioned “The Conversion Offer — Conditions to the Conversion Offer.”

      Any shares of Preferred Stock not accepted for conversion will be returned promptly to the undersigned at the address set forth above, unless otherwise indicated herein under “Special Delivery Instructions” below. The Company reserves the right, in its sole discretion, to waive any one or more of the conditions to the Conversion Offer at any time as set forth in the Conversion Offer Prospectus under the caption “The Conversion Offer — Conditions to the Conversion Offer.”

      All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives.

      The undersigned understands that any delivery and surrender of any Preferred Stock is not effective, and the risk of loss of the Preferred Stock does not pass to the Conversion Agent, until receipt by the Conversion Agent of this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, or a properly transmitted Agent’s Message together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to the form of all documents and the validity (including time of receipt) and acceptance of surrenders and withdrawals of Preferred Stock will be determined by the Company, in its sole discretion, which determination shall be final and binding.

      Unless otherwise indicated herein under “Special Issuance Instructions,” the undersigned hereby requests that (i) shares of Common Stock issued upon conversion of Preferred Stock and any shares of Preferred Stock not surrendered or not accepted for conversion be issued in the name of the undersigned (and in the case of Preferred Stock surrendered by book-entry transfer be credited to the account at DTC designated above) and (ii) checks for payments of the Conversion Consideration to be made in connection with the Conversion Offer be issued to the order of, and delivered to, the undersigned. Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” the undersigned requests that any certificates representing the Common Stock issued upon conversion of the Preferred Stock, Preferred Stock representing shares not surrendered or not accepted for conversion and checks for payments of the Conversion Consideration to be made in connection with the Conversion Offer be delivered to the undersigned at the address shown above.

      In the event that the “Special Issuance Instructions” box or “Special Delivery Instructions” box is, or both are, completed, the undersigned hereby requests that Common Stock issued upon conversion of the Preferred Stock and any Preferred Stock representing shares not properly surrendered or not accepted for conversion be issued in the name(s) of, certificates for such Common Stock and/or Preferred Stock be delivered to, and checks for payments of the Conversion Consideration to be made in connection with the Conversion Offer be issued in the name(s) of, and be delivered to, the person(s) at the address so indicated, as applicable. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” box or “Special Delivery Instructions” box to transfer any shares of Preferred Stock from the names of the registered Holder(s) thereof if the Company does not accept for conversion any of the shares of such Preferred Stock so surrendered.

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PLEASE SIGN ON THIS PAGE

(To be completed by all Holders surrendering Preferred Stock for conversion

regardless of whether shares of Preferred Stock are being physically delivered herewith)

      This Letter of Transmittal must be signed by the registered Holder(s) of Preferred Stock exactly as their name(s) appear(s) on certificate(s) for the Preferred Stock or, if surrendered by a DTC participant, exactly as such participant’s name appears on a security position listing as the owner of Preferred Stock, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 4.

      If the signature appearing below is not of the registered Holder(s) of the Preferred Stock, then the registered Holder(s) must sign a proxy, which signature must be guaranteed by an Eligible Institution.

X 

X 

Signature(s) of Registered Holder(s) or Authorized Signatory

Dated: ______________________________ , 2005

Name(s):

(Please Print)

Capacity:

Address:

(Including Zip Code)

Area Code and Telephone No.:

Tax Identification or Social Security No.:

IMPORTANT: COMPLETE FORM W-9 PROVIDED HEREWITH OR APPLICABLE FORM W-8

SIGNATURE GUARANTEE (See Instruction 4 below)

Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Title)

Date: ______________________________ , 2005

6

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3, 4, 5 and 7)

To be completed ONLY if certificates for shares of Preferred Stock not surrendered or not accepted for conversion or shares of Common Stock issued upon conversion in the Conversion Offer are to be issued in the name of, or payment for the Conversion Consideration is to be made to, someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal, or if shares of Common Stock issued in the Conversion Offer or shares of Preferred Stock surrendered by book-entry transfer that are not accepted for conversion are to be credited to an account maintained at DTC other than the account designated above.

Issue:	o Common Stock
	o Preferred Stock
	o Payment
	(check as applicable)

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or

Social Security Number)

(Such person(s) must properly complete the

Form W-9 herewith, a Form W-8BEN, a

Form W-8ECI or a Form W-8IMY,

as applicable)

o  Credit shares of Common Stock issued in the Conversion Offer or unconverted shares of Preferred Stock by book-entry to the DTC account set forth below:

(DTC Account Number)

Number of Account Party:

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3, 4, 5 and 7)

To be completed ONLY if certificates for shares of Preferred Stock not surrendered or not accepted for conversion or shares of Common Stock issued upon conversion in the Conversion Offer or payment for the Conversion Consideration is to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to such person or persons at an address different from that shown in the box entitled “Description of Preferred Stock” within this Letter of Transmittal.

Deliver:	o Common Stock
	o Preferred Stock
	o Payment
	(check as applicable)

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or

Social Security Number)

(Such person(s) must properly complete the

Form W-9 herewith, a Form W-8BEN, a

Form W-8ECI or a Form W-8IMY,

as applicable)

o  Credit shares of Common Stock issued in the Conversion Offer or unconverted shares of Preferred Stock by book-entry to the DTC account set forth below:

(DTC Account Number)

Number of Account Party:

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Conversion Offer

      1. Delivery of this Letter of Transmittal and Certificates for Shares of Preferred Stock or Book-Entry Confirmations. To surrender shares of Preferred Stock for Conversion in the Conversion Offer and receive the Conversion Consideration, physical delivery of certificates for shares of Preferred Stock or a confirmation of any book-entry transfer into the Conversion Agent’s account with DTC of shares of Preferred Stock surrendered electronically, as well as a properly completed and duly executed copy of this Letter of Transmittal or, in the case of book-entry delivery, an Agent’s Message through the ATOP facility at DTC, and any other documents required by this Letter of Transmittal, must be received by the Conversion Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Letter of Transmittal, shares of Preferred Stock, and all other required documents to the Conversion Agent is at the election and risk of Holders. If such delivery is by mail, it is suggested that Holders use properly insured registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Conversion Agent prior to such date. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the Conversion Agent. This Letter of Transmittal and the shares of Preferred Stock should be sent only to the Conversion Agent, not to the Company, the Dealer Manager, the Information Agent or DTC.

      2. Withdrawal of Surrendered Shares of Preferred Stock. Shares of Preferred Stock surrendered for conversion may be validly withdrawn at any time up until 5:00 p.m., New York City time, on the Expiration Date. In addition, surrendered shares of Preferred Stock may be validly withdrawn if the shares of Preferred Stock have not been accepted after the expiration of 40 business days from November 9, 2005. In the event of a termination of the Conversion Offer, the shares of Preferred Stock surrendered for conversion pursuant to the Conversion Offer will be promptly returned to the surrendering Holder.

      Holders who wish to exercise their right of withdrawal with respect to the Conversion Offer must give written notice of withdrawal delivered by mail, hand delivery or manually signed facsimile transmission, which notice must be received by the Conversion Agent at its address set forth on the first page of this Letter of Transmittal on or before the Expiration Date or at such other permissible times as are described herein or, in case of book-entry transfer, by a properly transmitted “Request Message” through ATOP. For a withdrawal of shares of Preferred Stock surrendered for conversion to be effective, a notice of withdrawal must specify the name of the person who deposited the shares of Preferred Stock to be withdrawn (the “Depositor”), the name in which the shares of Preferred Stock are registered (or, if surrendered by book-entry transfer, the name and number of the participant in DTC whose name appears on the security position listing as the owner of such Preferred Stock), if different from that of the Depositor, and the number of shares of Preferred Stock to be withdrawn. If certificates have been delivered or otherwise identified (through confirmation of book-entry transfer of such Preferred Stock) to the Conversion Agent, the name of the Holder and the certificate number or numbers relating to such Preferred Stock withdrawn must also be furnished to the Conversion Agent as aforesaid prior to the physical release of the certificates for the withdrawn Preferred Stock (or, in the case of Preferred Stock transferred by book-entry transfer, the name and number of the account at DTC to be credited with withdrawn Preferred Stock). The notice of withdrawal must be signed by the Holder in the same manner as this Letter of Transmittal (including, in any case, any required signature guarantee(s)), or be accompanied by (x) documents of transfer sufficient to have the Conversion Agent, which is also the transfer agent and registrar with respect to the Preferred Stock, register the transfer of the Preferred Stock into the name of the person withdrawing such Preferred Stock and (y) a properly completed irrevocable proxy that authorized such person to effect such revocation on behalf of such Holder. If the Preferred Stock to be withdrawn has been delivered or otherwise identified to the Conversion Agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of withdrawal even if physical release is not yet effected. Any shares of Preferred Stock properly withdrawn will be deemed to be not validly surrendered for conversion for purposes of the Conversion Offer.

8

      Withdrawal of shares of Preferred Stock can be accomplished only in accordance with the foregoing procedures.

      All questions as to the validity (including time of receipt) of notices of withdrawal will be determined by the Company in the Company’s sole discretion and the Company’s determinations shall be final and binding. None of the Company, the Conversion Agent, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, or incur any liability for failure to give any such notification.

      3. Partial Surrenders. If less than the entire number of shares of Preferred Stock evidenced by a submitted certificate is surrendered, the surrendering Holder must fill in the number of shares of Preferred Stock surrendered in the last column of the box entitled “Description of Preferred Stock” herein. The entire number of shares of Preferred Stock delivered to the Conversion Agent will be deemed to have been surrendered, unless otherwise indicated. The number of shares of Preferred Stock not surrendered for conversion or not accepted for conversion will be sent (or, if surrendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the Holder unless otherwise provided in the appropriate box on this Letter of Transmittal (see Instruction 5), promptly after the shares of Preferred Stock are accepted for conversion.

      4. Signatures on this Letter of Transmittal, Stock Powers and Endorsement; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered Holder(s) of the Preferred Stock surrendered for conversion hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

      If any of the shares of Preferred Stock surrendered for conversion hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any shares of Preferred Stock surrendered for conversion are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary accompanying documents as there are different names in which certificates are held.

      If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal.

      If this Letter of Transmittal is signed by the registered Holder(s) of the Preferred Stock listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Preferred Stock not surrendered or not accepted for purchase are to be issued to, a person other than the registered Holder(s). Signatures on such certificates or stock powers must be guaranteed as provided below.

      If this Letter of Transmittal is signed by a person other than the registered Holder(s) of the shares of Preferred Stock listed, the certificates representing such shares of Preferred Stock must be properly endorsed for transfer by the registered Holder or be accompanied by a properly completed stock power from the registered Holder(s) in form satisfactory to the Company.

      Signatures on all Letters of Transmittal must be guaranteed by a participant in a recognized Medallion Signature Program unless the shares of Preferred Stock surrendered for conversion thereby are surrendered (1) by a registered Holder of Preferred Stock (or by a participant in DTC whose name appears on a security position listing as the owner of such Preferred Stock) who has not completed the box marked “Special Issuance Instructions” or the box marked “Special Delivery Instructions” in the Letter of Transmittal, or (2) for the account of an Eligible Institution. If the shares of Preferred Stock are registered in the name of a person other than the signer of the Letter of Transmittal or if Preferred Stock not accepted for conversion or not surrendered for conversion is to be returned to a person other than the registered Holder, then the signatures on the Letters of Transmittal accompanying the surrendered Preferred Stock must be guaranteed by a Medallion Signature Guarantor as described above.

9

      5. Special Issuance and Special Delivery Instructions. Holders surrendering shares of Preferred Stock for conversion should indicate in the applicable box or boxes the name and address to which Common Stock issued upon conversion of Preferred Stock, shares of Preferred Stock not surrendered for conversion or not accepted for conversion and/or checks for payment of the Conversion Consideration to be made in connection with the Conversion Offer are to be issued or sent, if different from the name and address of the registered Holder signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated and such person must properly complete a Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY, as applicable. If no instructions are given, Common Stock will be issued and Preferred Stock not surrendered or not accepted for conversion will be returned, to the Holder of the Preferred Stock surrendered. Any Holder surrendering shares of Preferred Stock for conversion by book-entry transfer may request that Common Stock issued upon conversion of Preferred Stock and Preferred Stock not surrendered for conversion or not accepted for conversion be credited to such account at DTC as such Holder may designate under the caption “Special Issuance Instructions.” If no such instructions are given, Common Stock will be issued and any such shares of Preferred Stock not surrendered for conversion or not accepted for conversion will be returned, by crediting the account at DTC designated above.

      6. Taxpayer Identification Number. Each Holder surrendering shares of Preferred Stock for conversion is required to provide the Conversion Agent with the Holder’s correct taxpayer identification number (“TIN”), generally the Holder’s social security or federal employee identification number, on the Form W-9 herein, which is provided under “Important Tax Information” below, or alternatively, to establish another basis for exemption from backup withholding. A Holder must cross out item (2) in the Certification box (Part II) on the Form W-9 provided herewith if such Holder is subject to backup withholding. In addition to potential penalties, failure to provide the correct information on the form may subject the surrendering Holder to 28% U.S. federal backup withholding on the payments, including of the Conversion Consideration, made to the Holder or other payee with respect to shares of Preferred Stock surrendered pursuant to the Conversion Offer. A Holder shall write “applied for” in the space provided in Part I of the form and complete the attached Certificate of Awaiting Taxpayer Identification Number if the surrendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future.

      In such case, the Conversion Agent will withhold 28% of all such payments of the Conversion Consideration until a TIN is provided to the Conversion Agent, and if the Conversion Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. A Holder who writes “applied for” in Part I in lieu of furnishing his or her TIN should furnish his or her TIN as soon as it is received. A Holder surrendering shares of Preferred Stock for conversion that is not a U.S. person may qualify as an exempt recipient by submitting to the Conversion Agent a properly completed Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (which the Conversion Agent will provide upon request), signed under penalty of perjury, attesting to that Holder’s exempt status.

      7. Transfer Taxes. The Company will pay all transfer taxes applicable to the conversion of shares of Preferred Stock pursuant to the Conversion Offer, except in the case of deliveries of certificates for shares of Preferred Stock not surrendered for conversion or not accepted for conversion that are registered or issued in the name of any person other than the registered Holder of Preferred Stock surrendered thereby.

      8. Irregularities. All questions as to the form of all documents and validity (including time of receipt) and acceptance of Preferred Stock for conversion and withdrawals of Preferred Stock will be determined by the Company, in its sole discretion, which determination shall be final and binding. Alternative, conditional or contingent surrenders of Preferred Stock will not be considered valid. The Company reserves the absolute right to reject any or all shares of Preferred Stock surrendered for conversion that are not in proper form or the acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of surrender as to particular shares of Preferred Stock. The Company’s interpretations of the terms and conditions of the Conversion Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with surrenders of Preferred Stock must be cured

10

within such time as the Company determines, unless waived by the Company. Surrenders of Preferred Stock shall not have been deemed to have been made until all defects or irregularities have been waived by the Company or cured. None of the Company, the Conversion Agent, the Dealer Manager, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in surrenders of Preferred Stock, or will incur any liability to Holders for failure to give any such notice.

      9. Waiver of Conditions. The Company expressly reserves the absolute right, in its sole discretion, to amend or waive any of the conditions to the Conversion Offer in the case of any Preferred Stock surrendered for conversion, in whole or in part, at any time and from time to time.

      10. Mutilated, Lost, Stolen or Destroyed Certificates Representing Shares of Preferred Stock. Any Holder whose certificates for representing shares of Preferred Stock have been mutilated, lost, stolen or destroyed should write to or telephone the Conversion Agent, which is also serving as the Company’s transfer agent and registrar with respect to the Preferred Stock, at the address or telephone number set forth in the Conversion Offer Prospectus.

      11. Requests for Assistance or Additional Copies. Any requests for assistance in connection with the Conversion Offer or for additional copies of any of the Conversion Offer Documents may be directed to the Conversion Agent or the Information Agent, respectively. Any additional questions regarding the Conversion Offer should be directed to the Dealer Manager. Contact information for the Conversion Agent, the Information Agent and the Dealer Manager is set forth at the end of this Letter of Transmittal.

IMPORTANT TAX INFORMATION

      A Holder whose surrendered Preferred Stock is accepted for conversion is required to provide the Conversion Agent with such Holder’s correct TIN on the Form W-9 provided herewith or otherwise establish a basis for exemption from backup withholding. If such Holder is an individual, the TIN is his or her social security number. If the Conversion Agent is not provided with the correct TIN or an adequate basis for exemption, payment, including any the Conversion Consideration, made to such Holder with respect to shares of Preferred Stock converted pursuant to the Conversion Offer may be subject to backup withholding and the Holder may be subject to a $50 penalty, as well as various other penalties, imposed by the Internal Revenue Service.

      Certain Holders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on the Form W-9 provided herewith. A foreign person may qualify as an exempt recipient, by submitting to the Conversion Agent a properly completed Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Form W-9), signed under penalties of perjury, attesting to that Holder’s exempt status. A Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable can be obtained from the Conversion Agent. See the “Form W-9 — Request For Taxpayer Identification Number and Certification” provided herewith for additional instructions. Holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

      If backup withholding applies, the Conversion Agent is required to withhold 28% of any Conversion Consideration paid to the Holder or other payee. Backup withholding is not an additional federal income tax. If the required information is furnished to the Internal Revenue Service in a timely manner, the federal income tax liability of persons subject to backup withholding may be reduced by the amount of tax withheld, and, if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Form W-9

      To prevent backup withholding on any payments, including any Conversion Consideration made with respect to shares of Preferred Stock converted pursuant to the Conversion Offer, the Holder is required to provide the Conversion Agent with (i) the Holder’s correct TIN by completing the Form W-9 provided herewith, certifying (x) that the TIN provided on the Form W-9 herewith is correct (or that such Holder

11

is awaiting a TIN), (y) that (A) the Holder is exempt from backup withholding, (B) the Holder has not been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (C) the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding, and (z) that the Holder is a U.S. person (including a U.S. resident alien), or (ii) if applicable, an adequate basis for exemption.

What Number to Give the Conversion Agent

      The Holder is required to give the Conversion Agent the TIN (e.g., social security number or employer identification number) of the registered Holder. If shares of Preferred Stock are held in more than one name or are not held in the name of the actual owner, consult the “Form W-9 — Request For Taxpayer Identification Number and Certification” provided herewith for additional guidance on which number to report.

12

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The Conversion Agent for the Conversion Offer is:

Mellon Investor Services LLC

By Registered or Certified Mail:
Mellon Investor Services LLC
P.O. Box 3301
South Hackensack, New Jersey 07606 By Regular Mail &
Overnight Courier:
Mellon Investor Services LLC
480 Washington Blvd., 27th Floor
Jersey City, New Jersey 07310
Attention: Reorganization Dept.
In Person By Hand Only:
Mellon Investor Services LLC
Reorg Dept.
120 Broadway, 13th Floor
New York, New York 10271

By Telephone:

Domestic: (800) 685-4258

Foreign: (201) 680-6622

Facsimile: (201) 680-4626

For Confirmation of Facsimile Transmission by Telephone:

(201) 680-4860

      Any requests for assistance in connection with the Conversion Offer or for additional copies of the Conversion Offer Documents should be directed to the Information Agent at the address or telephone numbers set forth below. A Holder may also contact such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Conversion Offer.

The Information Agent for the Conversion Offer is:

D.F. King & Co., Inc.

You may obtain information regarding the Conversion Offer

from the Information Agent as follows:

48 Wall Street

New York, New York 10005

Holders of Preferred Stock May Call: (212) 269-5550

      Any questions relating to the Conversion Offer may be directed to the Dealer Manager at the address or telephone numbers set forth below:

Merrill Lynch & Co.

4 World Financial Center, 7th Floor

New York, New York 10080

Attention: Liability Management Group

(212) 449-4914 (collect)

(888) 654-8637 (toll free)

EX-99.2

Exhibit 99.2

GENERAL CABLE CORPORATION

Offer to Pay a Cash Premium Upon Conversion of

Any and All of its Outstanding Shares of

5.75% Series A Redeemable Convertible Preferred Stock

(CUSIP Nos. 369300207 and 369300306)

into Shares of Common Stock

Dated November 9, 2005

This Conversion Offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless extended or earlier terminated (such date, as the same may be extended or earlier terminated, the “Expiration Date”). Holders of shares of Preferred Stock (as defined below) must surrender their shares of Preferred Stock for conversion on or prior to the Expiration Date to receive the Conversion Consideration (as defined below).

November 9, 2005

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      Enclosed for your consideration is a Conversion Offer Prospectus, dated November 9, 2005 (as the same may be amended or supplemented from time to time, the “Conversion Offer Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal” and, together with the Conversion Offer Prospectus, the “Conversion Offer Documents”), relating to the offer (the “Conversion Offer”) by General Cable Corporation, a Delaware corporation (the “Company”), to pay a cash premium, upon the conversion of any and all of its outstanding shares of 5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share (the “Preferred Stock”), into shares of its common stock, $0.01 par value per share (the “Common Stock”).

      The consideration offered for each share of Preferred Stock converted pursuant to the Conversion Offer shall be an amount, payable in cash, equal to $7.88, subject to adjustment, for each share of Preferred Stock validly surrendered for conversion, plus an amount in cash equivalent to the accrued, unpaid and accumulated dividends thereon from and after the last dividend payment date prior to the Expiration Date, which dividend payment date will be November 24, 2005, up to, but not including, the Settlement Date, as defined below (the “Conversion Consideration”), as more fully described in the Conversion Offer Documents. Holders that validly surrender their shares of Preferred Stock for conversion will receive the Conversion Consideration in addition to the shares of Common Stock issuable upon conversion pursuant to the conversion terms of the Preferred Stock. Each share of Preferred Stock is convertible into 4.998 shares of Common Stock, subject to adjustment, which is equivalent to a conversion price of $10.004 per share. The Company is not required to issue fractional shares of Common Stock upon conversion of the Preferred Stock. Instead, the Company will pay a cash adjustment for such fractional shares based upon the market price of the Common Stock on the second business day before the Settlement Date. The “Settlement Date” in respect of any shares of Preferred Stock that are validly surrendered for conversion is expected to be promptly following the Expiration Date. Holders surrendering their Preferred Stock for conversion after 5:00 p.m., New York City time, on the Expiration Date will not be eligible to receive the Conversion Consideration.

      Notwithstanding any other provision of the Conversion Offer, the Company’s obligations to accept for conversion and to pay the related Conversion Consideration are subject to, and conditioned upon, the satisfaction of or, where applicable, the Company’s waiver of, the following:

•  an amendment to the Company’s existing senior secured credit facility to permit the Company to effect the Conversion Offer;

•  the receipt by the Company before 5:00 p.m., New York City time, on the Expiration Date of net borrowings from the Company’s senior secured credit facility on terms and conditions satisfactory to the Company sufficient to pay all the Conversion Consideration due in connection with the Conversion Offer, and all costs and expenses related thereto; and

•  the general conditions described in the section of the Conversion Offer Prospectus entitled “The Conversion Offer — Conditions to the Conversion Offer — General Conditions.”

      The Company reserves the right, in its sole discretion, to waive any one or more of the conditions to the Conversion Offer at any time as set forth in the Conversion Offer Prospectus under the caption “The Conversion Offer — Conditions to the Conversion Offer.”

      For your information and for forwarding to your clients for whom you hold shares of Preferred Stock registered in your name or in the name of your nominee (or, for shares registered in the name of The Depository Trust Company (“DTC”), shares of Preferred Stock that are credited to your account or the account of your nominee), we are enclosing the following documents:

1.	Copies of the Conversion Offer Prospectus, dated November 9, 2005;
2.	Letters of Transmittal for your use and for the information of your clients;
3.	A Form W-9 (with instructions) providing information relating to backup U.S. Federal income tax withholding; and
4.	Copies of a printed form of letter which may be sent to your clients for whose accounts you hold shares of Preferred Stock registered in your name or in the name of your nominee (or credited to your account or the account of your nominee at DTC), with space provided for obtaining such clients’ instructions with regard to the Conversion Offer.

DTC participants will be able to surrender shares of Preferred Stock for conversion through DTC’s Automated Tender Offer Program.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS.

      The Company will not pay any fees or commission to any broker or dealer or other person (other than the Dealer Manager) for soliciting conversion of Preferred Stock pursuant to the Conversion Offer. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients.

2

      Any inquiries you may have with respect to the Conversion Offer should be addressed to Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Dealer Manager for the Conversion Offer, at either of the telephone numbers set forth below. Additional copies of the enclosed material or any of the Conversion Offer Documents may be obtained from D.F. King & Co., Inc., the Information Agent, at (212) 269-5550 or at the address set forth on the back cover of the Conversion Offer Prospectus.

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

                             INCORPORATED

(212) 449-4914 or

(888) 654-8637 (toll free)

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE CONVERSION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE CONVERSION OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

      The Conversion Offer is not being made to (nor will shares of Preferred Stock surrendered for conversion be accepted from or on behalf of) Holders in any jurisdiction in which the making or acceptance of the Conversion Offer would not be in compliance with the laws of such jurisdiction.

      IMPORTANT: The Letter of Transmittal (or a facsimile thereof), together with any shares of Preferred Stock surrendered for conversion and all other required documents, must be received by the Conversion Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date in order for Holders to receive the Conversion Consideration.

      Alternatively, DTC participants may, in lieu of physically completing and signing the Letter of Transmittal and delivering it to the Conversion Agent, electronically accept the Conversion Offer and surrender the shares of Preferred Stock for conversion through DTC’s Automated Tender Offer Program (“ATOP”) as set forth under “The Conversion Offer — Procedures for Surrendering Shares of Series A Preferred Stock for Conversion” in the Conversion Offer Prospectus. Holders surrendering their shares of Preferred Stock for conversion by book-entry transfer to the Conversion Agent’s account at DTC can execute the surrender through ATOP, for which the transaction will be eligible. DTC participants that are accepting the Conversion Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the Conversion Agent’s account at DTC. DTC will then send an Agent’s Message to the Conversion Agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Conversion Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.

3 EX-99.3 7 l16342aexv99w3.htm EX-99.3

Exhibit 99.3

GENERAL CABLE CORPORATION

Offer to Pay a Cash Premium Upon Conversion of

Any and All of its Outstanding Shares of

5.75% Series A Redeemable Convertible Preferred Stock

(CUSIP Nos. 369300207 and 369300306)

into Shares of Common Stock

Dated November 9, 2005

This Conversion Offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless extended or earlier terminated (such date, as the same may be extended or earlier terminated, the “Expiration Date”). Holders of shares of Preferred Stock (as defined below) must surrender their shares of Preferred Stock for conversion on or prior to the Expiration Date to receive the Conversion Consideration (as defined below).

November 9, 2005

To Our Clients:

      Enclosed for your consideration is a Conversion Offer Prospectus, dated November 9, 2005 (the “Conversion Offer Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal” and, together with the Conversion Offer Prospectus, the “Conversion Offer Documents”) relating to the offer (the “Conversion Offer”) by General Cable Corporation, a Delaware corporation (the “Company”), to pay a cash premium upon the conversion of any and all of the outstanding shares of its 5.75% Series A Redeemable Convertible Preferred Stock, liquidation preference $50.00 per share (the “Preferred Stock”), into shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Letter of Transmittal.

      The consideration offered for each share of Preferred Stock converted pursuant to the Conversion Offer shall be an amount, payable in cash, equal to $7.88 per share of Preferred Stock validly surrendered for conversion, subject to adjustment, plus an amount in cash equivalent to the accrued, unpaid and accumulated dividends thereon from and after the last dividend payment date prior to the Expiration Date, which dividend payment date will be November 24, 2005, up to, but not including the Settlement Date, as defined below (the “Conversion Consideration”), as more fully described in the Conversion Offer Documents. Holders that validly surrender their Preferred Stock for conversion will receive the Conversion Consideration in addition to the shares of Common Stock issuable upon conversion pursuant to the conversion terms of the Preferred Stock. Each share of Preferred Stock is convertible into 4.998 shares of Common Stock, subject to adjustment, which is equivalent to a conversion price of $10.004 per share. The Company is not required to issue fractional shares of Common Stock upon conversion of the Preferred Stock. Instead, the Company will pay a cash adjustment for such fractional shares based upon the market price of the Common Stock on the second business day before the Settlement Date. The “Settlement Date” in respect of any shares of Preferred Stock that are validly surrendered for conversion is expected to be promptly following the Expiration Date. Holders surrendering their shares of Preferred Stock for conversion after 5:00 p.m., New York City time, on the Expiration Date will not be eligible to receive the Conversion Consideration.

      The Conversion Offer Documents and the other materials relating to the Conversion Offer are being forwarded to you as the beneficial owner of Preferred Stock carried by us for your account or benefit but not registered in your name. Any surrender of Preferred Stock for conversion may only be made by or through us and pursuant to your instructions. Therefore, the Company urges beneficial owners of Preferred Stock registered or held in the name of a broker, dealer, commercial bank, trust company or other nominee (or registered in the name of The Depository Trust Company (“DTC”) but credited to the

account of such broker, dealer, commercial bank, trust company or other nominee that is a DTC participant) to contact such registered Holder or broker, dealer, commercial bank, trust company or other nominee promptly if they wish to surrender shares of Preferred Stock for conversion pursuant to the Conversion Offer.

      Accordingly, we request instructions as to whether you wish us to surrender your shares of Preferred Stock for conversion with respect to any or all of the Preferred Stock held by or through us for your account. Please so instruct us by completing, executing and returning to us the instruction form set forth below. If you authorize us to surrender your Preferred Stock for conversion, all such Preferred Stock will be surrendered, unless otherwise specified below. We urge you to read carefully the Conversion Offer Documents and the other materials provided herewith before instructing us to surrender your Preferred Stock for conversion.

      Your instructions to us should be forwarded to us sufficiently in advance of the Expiration Date to permit us to surrender your Preferred Stock on your behalf and to ensure receipt by the Conversion Agent of the Letter of Transmittal and other required documents by the Expiration Date. The Conversion Offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless extended or earlier terminated. Holders must surrender their Preferred Stock for conversion prior to 5:00 p.m., New York City time, on the Expiration Date to receive the Conversion Consideration.

      Shares of Preferred Stock surrendered for conversion may be validly withdrawn at any time up until 5:00 p.m., New York City time, on the Expiration Date. In addition, shares of Preferred Stock surrendered for conversion may be validly withdrawn if the shares of Preferred Stock have not been accepted after the expiration of 40 business days from November 9, 2005. In the event of a termination of the Conversion Offer, the shares of Preferred Stock surrendered for conversion pursuant to the Conversion Offer will be promptly returned to the surrendering Holders.

      Your attention is directed to the following:

      1. If you desire to surrender shares of Preferred Stock that you beneficially own for conversion pursuant to the Conversion Offer and receive the Conversion Consideration, we must receive your instructions in ample time to permit us to surrender your Preferred Stock for conversion on your behalf on or prior to 5:00 p.m., New York City time, on the Expiration Date.

      2. Notwithstanding any other provision of the Conversion Offer, the Company’s obligation to accept shares of Preferred Stock surrendered for conversion, and to pay the related Conversion Consideration is subject to, and conditioned upon, the satisfaction of or, where applicable, the Company’s waiver of, the following:

•  an amendment to the Company’s existing senior secured credit facility to permit the Company to effect the Conversion Offer;

•  the receipt by the Company before 5:00 p.m., New York City time, on the Expiration Date of net borrowings from the Company’s senior secured credit facility on terms and conditions satisfactory to the Company, sufficient to pay all of the Conversion Consideration due in connection with the Conversion Offer, and all costs and expenses related thereto; and

•  the general conditions described in the section of the Conversion Offer Prospectus entitled “The Conversion Offer — Conditions to the Conversion Offer — General Conditions.”

      The Company reserves the right, in its sole discretion, to waive any one or more of the conditions to the Conversion Offer at any time as set forth in the Conversion Offer Prospectus under the caption “The Conversion Offer — Conditions to the Conversion Offer.”

      3. Any transfer taxes incident to the transfer of shares of Preferred Stock from the surrendering Holder to the Company will be paid by the Company, except as provided in the Conversion Offer Documents. If you wish to have us surrender for conversion any or all of your shares of Preferred Stock held by or through us for your account or benefit, please so instruct us by completing, executing and

2

returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to surrender for conversion shares of Preferred Stock registered in the name of DTC and credited to our account or the account of our nominee as a DTC participant.

IMPORTANT

      The Letter of Transmittal (or a facsimile thereof), together with any shares of Preferred Stock surrendered for conversion and all other required documents must be received by the Conversion Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date in order for Holders to receive the Conversion Consideration.

      Alternatively, DTC participants may, in lieu of physically completing and signing the Letter of Transmittal and delivering it to the Conversion Agent, electronically accept the Conversion Offer and surrender the shares of Preferred Stock for conversion through DTC’s Automated Tender Offer Program (“ATOP”) as set forth under “The Conversion Offer — Procedures for Surrendering Shares of Series A Preferred Stock for Conversion” in the Conversion Offer Prospectus. Holders surrendering their shares of Preferred Stock for conversion by book-entry transfer to the Conversion Agent’s account at DTC can execute the surrender through ATOP, for which the transaction will be eligible. DTC participants that are accepting the Conversion Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the Conversion Agent’s account at DTC. DTC will then send an Agent’s Message to the Conversion Agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Conversion Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.

3

INSTRUCTIONS

— TO BE COMPLETED BY CLIENT —

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Conversion Offer of the Company.*

      This will instruct you to surrender for conversion the number of shares of Preferred Stock indicated below held by you for the account or benefit of the undersigned pursuant to the terms of and conditions set forth in the Conversion Offer Documents.

     Aggregate Number of Shares of 5.75% Series A Redeemable Convertible Preferred Stock beneficially owned which are being surrendered for conversion*:

Signature(s):

Name(s) (Please Print):

Address:

Zip Code:

Area Code and Telephone No.:

Tax Identification or Social Security No.:

My Account Number With You:

Date:

*  If no aggregate number of shares of Preferred Stock is provided and this Instruction Form is signed in the space provided below, we are authorized to surrender for conversion the entire number of such shares in which we hold an interest through DTC for your account.

4 EX-99.4 8 l16342aexv99w4.htm EX-99.4

Exhibit 99.4

FormW-9
(Rev. January 2005)
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give form to the
requester. Do not
send to the IRS.

Print or type
See Specific Instructions on page 2 .

Name (as shown on your income tax return)

Business name, if different from above

Check appropriate box: o Individual/Sole
proprietor o Corporation o Partnership o Other ► ........ o Exempt from backup
withholding

Address (number, street, and apt. or suite no.) Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

__ __ __ — __ __ — __ __ __ __

or

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Employer identification number

__ __ — __ __ __ __ __ __ __

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. person (including a U.S. resident alien).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.)

Sign
Here Signature of
U.S. person ►
Date ►

Purpose of Form

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

     For federal tax purposes you are considered a person if you are:

• An individual who is a citizen or resident of the United States,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

• Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.

     If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

21433419v1 Cat. No. 10231X Form W-9 (Rev. 1-2005)

Form W-9 (Rev. 1-2005) Page 2

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

     You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester, or

     2. You do not certify your TIN when required (see the Part II instructions on page 4 for details), or

     3. The IRS tells the requester that you furnished an incorrect TIN, or

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your social security card on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for “Other” and enter “LLC” in the space provided.

Other entities. Enter your business name as shown on required Federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line. Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt from backup withholding” box in the line following the business name, sign and date the form.

     Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the following payees:

     1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

Form W-9 (Rev. 1-2005) Page 3

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

IF the payment is for ....	THEN the payment is exempt for ....
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt recipients 1 through 7 2

1	See Form 1099-MISC, Miscellaneous Income, and its instructions.
2	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees; and payments for services paid by a Federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 1-2005) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

     1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

     2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

     3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

     4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

     5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable	The grantor-trustee 1
		savings trust (grantor is
		also trustee)
	b.	So-called trust account	The actual owner 1
		that is not a legal or valid
		trust under state law
5.	Sole proprietorship or		The owner 3
	single-owner LLC
For this type of account:			Give name and EIN of:
6.	Sole proprietorship or single-owner LLC		The owner 3
7.	A valid trust, estate, or pension trust		Legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.	Partnership or multi-member LLC		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department		The public entity
	of Agriculture in the name of
	a public entity (such as a
	state or local government,
	school district, or prison) that
	receives agricultural program payments

1	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2	Circle the minor’s name and furnish the minor’s SSN.
3	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
4	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

     You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

YOU SHOULD COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in the Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number. If I fail to provide a taxpayer identification number within 60 days, such amounts will be paid over to the Internal Revenue Service.

Signature: Date: , 2005

NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE CONVERSION OFFER. PLEASE REVIEW “FORM W-9 — REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION” ABOVE FOR ADDITIONAL DETAILS.

EX-99.3

EX-99.3

EX-99.4

EX-99.4

EX-99.5

Exhibit 99.5

CONVERSION AGENT AGREEMENT

     THIS CONVERSION AGENT AGREEMENT (this “Agreement”) between General Cable Corporation, a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), is dated and effective as of November 9^th, 2005. All terms not defined herein shall have the same meaning as set forth in the Letter of Transmittal (as described below).

1. Appointment.

     (a) The Company is offering to pay a cash premium upon the conversion of any and all of its outstanding shares of 5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share (the “Preferred Stock”), into shares of its common stock, $0.01 par value per share (the “Common Stock”). The consideration offered for shares of Preferred Stock (“Preferred Shares”) converted pursuant to the Conversion Offer (as defined below) shall be an amount, payable in cash, equal to $7.88 for each Preferred Share validly surrendered for conversion plus an amount equivalent to the dividends accrued on such Preferred Share from and after the last dividend payment date prior to the Expiration Date, which dividend payment date shall be November 24, 2005, up to but not including the Settlement Date (the “Conversion Consideration”). Each Preferred Share shall be convertible in the Conversion Offer into 4.998 shares of Common Stock, subject to adjustment as provided in the Certificate of Designations governing the Preferred Stock, and less fractional shares. In lieu of issuing fractional shares, the Company will pay to each holder thereof a cash adjustment for such fractional shares equal to the product of (i) the amount of the fractional share and (ii) the closing price of a share of Common Stock on the second trading day immediately preceding the date that all conversions in the Conversion Offer are settled, as described in the Conversion Offer Prospectus.

     (b) Holders that validly surrender their Preferred Shares for conversion will receive the Conversion Consideration in addition to the shares of Common Stock issuable upon conversion pursuant to the conversion terms of the Preferred Stock and upon the terms and subject to the conditions set forth in the Conversion Offer Prospectus dated November 9, 2005, as the same may be amended from time to time, and the related Letter of Transmittal, which together, as they may be supplemented or amended from time to time, constitute the “Conversion Offer.” The Conversion Offer shall expire at 5:00 p.m., New York City time, on Friday, December 9, 2005 (the “Initial Expiration Date”), or on such subsequent date or time to which the Company may extend the Conversion Offer, written notice of which shall be provided to Mellon. Pursuant to and in accordance with the terms of the Conversion Offer Prospectus, the Company expressly reserves the right to extend the Conversion Offer from time to time and may extend the Conversion Offer as provided herein. The later of the Initial Expiration Date and the latest time and date to which the Conversion Offer may be so extended is hereinafter referred to as the “Expiration Date”.

     The Conversion Offer was commenced by the Company on November 9, 2005. The Letter of Transmittal accompanying the Conversion Offer Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (the “Book-Entry Transfer Facility”)) is to be used by the holders of Preferred Stock to accept the Conversion Offer and contains instructions with respect to the delivery of certificates for Preferred Shares surrendered for conversion in connection therewith. Notwithstanding

anything contained herein or in the Conversion Offer Prospectus or Letter of Transmittal to the contrary, the Conversion Agent’s obligations with respect to receipt and inspection of the Letter of Transmittal in connection with the Conversion Offer shall be satisfied for all purposes hereof by inspection of the electronic message (the “Agent’s Message”) transmitted to the Conversion Agent by the Book-Entry Transfer Facility, in accordance with ATOP, and by otherwise observing and complying with all procedures established by the Book-Entry Transfer Facility in connection with ATOP, to the extent that ATOP is utilized by Conversion Offer participants.

     (c) The Company hereby appoints Mellon to act as Conversion Agent (the “Conversion Agent”) in connection with the Conversion Offer, pursuant to the terms and conditions of this Agreement. Mellon will perform such duties and only such duties as are specifically set forth in the section of the Conversion Offer Prospectus captioned “The Conversion Offer” and the Letter of Transmittal or as specifically set forth herein. Mellon acknowledges that it has already been engaged by the Company to act as its transfer agent, registrar, dividend payment agent and redemption agent with respect to the Preferred Stock, and as its transfer agent and registrar with respect to the Common Stock, and Mellon will continue to perform such services and do such things as may be required by such other engagements in addition to requirements set forth in this Agreement at no additional cost to the Company (other than such costs as are provided by the existing terms of the applicable agreements between Mellon and the Company).

2. Conversion of Preferred Shares.

     (a) Preferred Shares shall be considered validly surrendered to Mellon for conversion into Common Stock only if:

          (i) Mellon receives prior to the Expiration Date (x) certificates representing such Preferred Shares, (or a Confirmation (as defined in Section 2(b) below) relating to such Preferred Shares) and (y) a properly completed and duly executed Letter of Transmittal (and any other forms, signatures, guarantees, documents or information that may be required thereby) or an Agent’s Message (as defined in Section 2(b) below) relating thereto; or

          (ii) A final determination of the adequacy of the items received has been made by the Company, and prompt written notice thereof has been made to Mellon.

     (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Preferred Shares into a Mellon account at the Book-Entry Transfer Facility to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iii) an “Agent’s Message” shall be a message transmitted through electronic means by the Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility converting the Preferred Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by

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the terms of the Letter of Transmittal, and that the Company may enforce such agreement against such participant. The term Agent’s Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon’s office.

     (c) The Company shall not be required to accept Preferred Shares surrendered for conversion or pay the related Conversion Consideration if any of the conditions set forth in the Conversion Offer Prospectus or the Letter of Transmittal are not met. Notice of any decision by the Company not to accept for conversion or pay the Conversion Consideration in respect of any Preferred Shares surrendered for conversion shall be given (such notice, if given orally, to be promptly confirmed in writing) by the Company to Mellon. If, pursuant to the Conversion Offer, the Company does not accept Preferred Shares for conversion for all or part of any Preferred Shares surrendered for conversion, Mellon shall, promptly after it receives written notice of the expiration or termination of the Conversion Offer, return to the persons who deposited them (or to such other person named in the Letter of Transmittal) (i) those certificates for Preferred Shares not accepted (or effect appropriate book-entry transfer), or issue or cause to be issued and delivered a new certificate for the amount of Preferred Shares not converted, registered in the same name as the partially converted certificate, or in another name in accordance with the appropriate transfer instructions of the person who has made the partial conversion of Preferred Shares deposited with Mellon, together with (ii) any related required documents and the Letters of Transmittal relating thereto that are in Mellon’s possession.

     (d) Mellon shall accept Preferred Shares surrendered for conversion:

          (i) in cases where the Preferred Shares are registered in two or more names only if signed by all named holders;

          (ii) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

          (iii) from persons other than the registered holder of Preferred Shares, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

     (e) Mellon shall stamp all Letters of Transmittal as to the date and, after the Expiration Date, the time of receipt thereof and Mellon shall preserve such documents for a period of time at least equal to that which Mellon preserves other records pertaining to the conversion of the Preferred Shares. Mellon shall dispose of unused solicitation materials, including Letters of Transmittal, in accordance with its normal practices.

3. Book-Entry Account. Mellon will establish a book-entry account with respect to the Preferred Stock at the Book-Entry Transfer Facility for purposes of the Conversion Offer within two business days after the date of the Conversion Offer Prospectus and written notice thereof to Mellon. Any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry delivery of the Preferred Shares by causing the Book-Entry Transfer Facility to transfer such Preferred Shares into such account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer; and Mellon may effect withdrawals

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of Preferred Stock by book-entry movement out of such account. The account shall be maintained until all Preferred Shares surrendered for conversion pursuant to the Conversion Offer shall have been either accepted for payment or returned. Mellon, as Conversion Agent, may enter into agreements or arrangements with the Book-Entry Transfer Facility which, among other things, provide that (i) delivery of an Agent’s Message will satisfy the terms of the Conversion Offer, (ii) such agreements or arrangements are enforceable against the Company by such Book Entry Transfer Facility or participants therein and (iii) Mellon, as Conversion Agent, is authorized to enter into such agreements or arrangements on behalf of the Company. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Company and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Company.

4. Procedure for Deficient Items.

     (a) Mellon, in its capacity as Conversion Agent, will examine each Letter of Transmittal, Notice of Guaranteed Delivery (if applicable) and certificate representing Preferred Shares, or in the case of a book-entry transfer, an Agent’s Message and Confirmation at the Book-Entry Transfer Facility, as applicable, and any other documents delivered or mailed to Mellon by or for holders of Preferred Stock to ascertain whether:

          (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and

          (ii) the Preferred Shares have otherwise been properly surrendered for conversion.

     (b) In each case where Mellon concludes that the Letter of Transmittal or any other document has been improperly completed, executed or transmitted, or any of the certificates representing Preferred Shares are not in proper form for transfer or some other irregularity in connection with the acceptance of the Conversion Offer exists, Mellon will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.

     (c) The determination of all questions as to validity, form, eligibility, acceptance and withdrawal with respect to certificates representing Preferred Shares surrendered for conversion shall be made by the Company. With the approval of the President, Chief Financial Officer, any Senior or Executive Vice President, any Vice President, Controller, Treasurer, Assistant Treasurer or the Acting Corporate Secretary of the Company (each, an “Authorized Officer”) (such approval, if given orally, to be promptly confirmed in writing), or any other party designated in writing by any such officer, Mellon is authorized to waive any defects, irregularities or conditions of surrender or withdrawal in connection with any surrender of Preferred Stock for conversion or withdrawal thereof pursuant to the Conversion Offer.

     (d) Preferred Shares may be surrendered for conversion only as set forth in the section of the Conversion Offer Prospectus captioned “The Conversion Offer—Procedures for Surrendering Shares of Series A Preferred Stock in the Conversion Offer” and in the Letter of

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Transmittal, and such shares shall be considered properly surrendered to Mellon only when surrendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this Section 4 to the contrary, Preferred Shares which any Authorized Officer shall approve as having been properly surrendered for conversion shall be considered to be properly surrendered (such approval, if given orally, shall be promptly confirmed in writing).

     (e) Mellon shall advise the Company with respect to any Preferred Shares received subsequent to the Expiration Date and accept any instructions of the Company with respect to disposition of such Preferred Stock.

5. Report of Conversion Activity.

     (a) Mellon shall advise each of the parties named in Section 5(c) hereof (and such other person or persons as the Company may request in writing) by e-mail and/or facsimile as to the number of Preferred Shares which have been surrendered for conversion pursuant to the Conversion Offer and the items received by Mellon pursuant to this Agreement, reporting, as of the time of such advisement: (i) the number of Preferred Shares duly converted on such day; (ii) the number of Preferred Shares duly converted represented by certificates physically held by Mellon on such day; (iii) the number of Preferred Shares duly converted represented by Notices of Guaranteed Delivery on such day; (iv) the number of Preferred Shares duly converted through book-entry transfer on such day; (v) the number of Preferred Shares withdrawn on such day; (vi) the number of Preferred Shares represented by surrenders that were improperly received or submitted; and (vii) the cumulative totals of Preferred Shares in categories (i) through (vi) above

     (b) Mellon shall provide the information specified in Section 5(a) daily by no later than 3:00 p.m., New York Time, and more frequently during the week immediately preceding the Expiration Date, if requested, up to and including the Expiration Date.

     (c) In addition, Mellon shall also inform and cooperate in making available to the Company or any such other person or persons upon oral or written request such other information as may reasonably be requested from time to time. Such cooperation shall include, without limitation:

          (i) making available such persons employed by Mellon who are responsible for receiving Preferred Shares surrendered for conversion in order to ensure that immediately prior to the Expiration Date the Company has received sufficient information to decide whether to extend the Conversion Offer; and

          (ii) providing the Company with a final list of the aggregate number of Preferred Shares surrendered for conversion and the aggregate number of Preferred Shares accepted for conversion.

     (d) Mellon shall provide the foregoing information to the following persons (and such other persons as may be specified in writing by the Company):

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(i)	Robert J. Siverd
	Executive Vice President, General Counsel and Secretary
	General Cable Corporation
	4 Tesseneer Drive
	Highland Heights, Kentucky 41076
	Tel.: (859) 572-8000
	Fax: (859) 572-8444
(ii)	Blank Rome LLP (legal counsel to General Cable Corporation with
	respect to the Conversion Offer)
	One Logan Square
	Philadelphia, Pennsylvania 19103
	Alan H. Lieblich, Esq.
	Tel.: (215) 569-5693
	Fax: (215) 832-5693
	Jeffrey M. Taylor, Esq.
	Tel.: (215) 569-5579
	Fax: (215) 832-5579

6. Instructions. Any instructions given to Mellon orally, as permitted by any provision of this Agreement, shall be promptly confirmed in writing by the Company, as the case may be, as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section.

7. Notice of Withdrawal. Preferred Shares surrendered for conversion pursuant to the Conversion Offer are irrevocable, subject, however, to the terms and conditions set forth in the Conversion Offer Prospectus and the Letter of Transmittal. Preferred Shares surrendered for conversion pursuant to the Conversion Offer may be withdrawn at any time prior to the Expiration Date under the circumstances set forth in the Conversion Offer Prospectus and the Letter of Transmittal. Mellon is authorized and directed to examine any notice of withdrawal to determine whether it believes any such notice may be defective. In the event Mellon concludes that any such notice is defective it shall, after consultation with and on the instructions of the Company, use reasonable efforts in accordance with its regular procedures to notify the person delivering such notice of such determination. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company in its sole discretion, whose determination shall be final and binding. Any Preferred Shares so withdrawn shall no longer be considered to be properly converted unless such Preferred Shares are re-submitted for conversion prior to the Expiration Date pursuant to Section 2 hereof.

8. Amendment/Extension of Conversion Offer. Any amendment to or extension of the Conversion Offer, as the Company shall from time to time determine, shall be effective upon notice to Mellon from the Company given by oral (promptly confirmed in writing) or written notice to Mellon before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date; provided that Mellon may rely on and shall be authorized

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and protected in acting or failing to act upon any such notice even if such notice is not confirmed in writing or such confirmation conflicts with such notice. If at any time the Conversion Offer shall be terminated as permitted by the terms thereof, the Company shall promptly notify Mellon of such termination.

9. Distribution of Entitlements.

     (a) Upon satisfaction or waiver of all of the conditions to the Conversion Offer, the Company will accept Preferred Shares validly surrendered to Mellon for conversion on the terms and subject to the conditions set forth in the Conversion Offer Prospectus and the Letter of Transmittal. As soon as practicable after notice (such notice, if given orally, to be promptly confirmed in writing) of acceptance of Preferred Shares by the Company and receipt by Mellon of the funds referred to in Section 9(b) below, Mellon will:

          (i) pay any cost adjustment for fractional shares for Preferred Shares duly surrendered and converted pursuant to the Conversion Offer by official Mellon bank check on behalf of the Company;

          (ii) in accordance with the written instructions received by Mellon in the Letters of Transmittal, cause the amounts necessary for payment of the Conversion Consideration to Holders entitled to payment of the Conversion Consideration, less any adjustments required by the terms of the Conversion Offer and all applicable tax withholdings, to be paid, on behalf of the Company, by (x) official Mellon bank check or (y) wire transfer to the Book-Entry Transfer Facility for distribution by the Book-Entry Transfer Facility to such Holders in accordance with the ordinary procedures established by the Book-Entry Transfer Facility for making such payments;

          (iii) deliver or cause the Book-Entry Transfer Facility to deliver shares of Common Stock issuable upon conversion of the Preferred Shares by book-entry transfer or otherwise to the persons entitled to receive shares of Common Stock in connection with the Conversion Offer;

provided, however, that in all cases, payment of the Conversion Consideration, any cost adjustment for fractional shares and issuances of Common Stock for Preferred Shares surrendered pursuant to the Conversion Offer will be made only if such surrenders have been duly and validly effected in accordance with all of the requirements of this Agreement.

     (b) Immediately available funds will be deposited with Mellon on or before the day payments are mailed or delivered by Mellon. After such deposit, Mellon shall promptly present certificates for Preferred Shares and, to the extent Mellon is in possession of them, any other documents reasonably requested by the Company, including a statement by Mellon indicating the number of Preferred Shares validly surrendered for conversion, and thereafter deliver the newly-issued certificates of Common Stock in exchange for said Preferred Shares to the proper Holder or Holders thereof.

     (c) The Company will also deposit with Mellon, upon request, immediately available funds in an amount equal to the total stock transfer taxes or other governmental charges, if any, payable in respect of the transfer or issuance to the Company or its nominee or nominees of all

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Preferred Shares converted. Upon request by the Company, Mellon will apply to the proper authorities for the refund of money paid on account of such transfer taxes or other governmental charges. On receipt of such refund, Mellon will promptly pay over to the Company all money refunded. Mellon will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise.

10. Tax Reporting.

     (a) Mellon shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service (e.g., Form 1099s, etc.). On or before January 31st of the year following the year in which the Company accepts Preferred Shares for payment, Mellon shall prepare and mail to each converting stockholder whose Preferred Shares were accepted, other than stockholders who demonstrate their status as nonresident aliens in accordance with United States Treasury Regulations (“Foreign Stockholders”), a Form 1099-B reporting the conversion of Preferred Shares as of the date such Preferred Shares are accepted for payment. Mellon shall also prepare and file copies of such Forms 1099-B by magnetic tape with the Internal Revenue Service in accordance with Treasury Regulations on or before February 28th of the year following the year in which the Preferred Shares are accepted for payment.

     (b) Mellon shall deduct and withhold the appropriate backup withholding tax from the payment payable with respect to Preferred Shares converted by any stockholder, other than a Foreign Stockholder, who has not properly provided Mellon with a taxpayer identification number or provided the required certification in lieu thereof, in accordance with Treasury Regulations.

     (c) Should any issue arise regarding federal income tax reporting or withholding, Mellon shall take such reasonable action as the Company may reasonably request in writing. Such action may be subject to additional fees.

11. Authorizations and Protections. As Conversion Agent hereunder Mellon:

     (a) shall have no duties or obligations other than those specifically set forth herein, either by specific description or by reference to the Conversion Offer Prospectus or the Letter of Transmittal, or as may subsequently be agreed to in writing by Mellon and the Company; provided, that if there is any conflict as to the terms of this Conversion Agreement and the terms of the Letter of Transmittal or the terms of the Conversion Offer Prospectus, then the terms of the Conversion Agreement shall prevail.

     (b) shall have no obligation to make payment for any converted Preferred Shares unless the Company shall have provided the necessary immediately available funds to pay in full amounts due and payable with respect thereto;

     (c) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates or the Preferred Shares represented thereby deposited with Mellon or converted through an Agent’s Message hereunder and will not be required to and will make no representations as to or be responsible for the validity, sufficiency, value, or genuineness of the Conversion Offer;

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     (d) shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such action might in Mellon’s judgment subject or expose it to any expense or liability, Mellon shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

     (e) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission, Agent’s Message or other document or security delivered to Mellon and believed by Mellon to be genuine and to have been signed by the proper party or parties;

     (f) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to Mellon’s actions as Conversion Agent covered by this Agreement (or supplementing or qualifying any such actions) of any Authorized Officer of the Company;

     (g) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by Mellon hereunder in good faith and in accordance with the advice of such counsel;

     (h) shall not be called upon at any time to advise any person converting or considering converting pursuant to the Conversion Offer as to the wisdom of making such conversion or as to the market value of any security converted thereunder;

     (i) may perform any of its duties hereunder either directly or by or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by Mellon hereunder, provided such misconduct or negligence is performed in the absence of Mellon’s actual knowledge thereof;

     (j) shall not be liable or responsible for any recital or statement contained in the Conversion Offer or any other documents relating thereto;

     (k) shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Conversion Offer, including without limitation obligations under applicable securities laws;

     (l) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person, including without limitation the Dealer-Manager or Information Agent;

     (m) is not authorized to engage or utilize any person to solicit surrenders of Preferred Shares; and

     (n) shall not be liable or responsible for any delay, failure, malfunction, interruption or error in the transmission or receipt of communications or messages through electronic means to or from a Book-Entry Transfer Facility, or for the actions of any other person in connection with any such message or communication.

12. Indemnification.

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     (a) The Company agrees to indemnify Mellon for, and hold it harmless from and against, any loss, liability, claim or expense (“Loss”) including the costs and expenses of defending itself against any Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon’s gross negligence or intentional misconduct, arising out of or in connection with any act, omission, delay or refusal made by Mellon in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by Mellon to be valid, genuine and sufficient and in accepting any Preferred Shares surrendered for conversion or effecting any conversion of Preferred Shares believed by Mellon to be authorized, and in delaying or refusing to accept any Preferred Shares surrendered for conversion or effect any conversion of Preferred Shares, other than any such act, omission, delay or refusal that involves gross negligence, intentional or willful misconduct, or bad faith.

     (b) Mellon shall notify the Company, by letter or facsimile transmission, of the written assertion of a claim or of any other action commenced against Mellon concerning any Loss, promptly after receiving such written assertion or having been served with a summons in connection therewith, provided that the failure to make such notification shall not affect Mellon’s right to receive indemnity hereunder except to the extent that the Company has been prejudiced in any material respect by such failure. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by Mellon so long as (i) the Company shall retain counsel reasonably satisfactory to Mellon to defend such suit and (ii) Mellon has not made a good faith determination that a conflict of interest exists between Mellon and the Company.

13. Limitation of Liability.

     (a) In the absence of gross negligence or willful or intentional misconduct on its part, Mellon shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall Mellon be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Mellon has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Mellon will be limited to the amount of fees paid by the Company hereunder.

     (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Mellon’s duties hereunder or the rights of the Company or of any stockholders surrendering certificates for Preferred Shares pursuant to the Offer, Mellon shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Mellon may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Mellon and executed by the Company and each

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such stockholder and party. In addition, Mellon may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have an interest in the settlement.

     14. Representations, Warranties and Covenants. The Company represents, warrants and covenants that (a) it is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (b) the making and consummation of the Conversion Offer and the execution, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not, when completed, result in a breach of or constitute a default under the certificate of incorporation or bylaws of the Company or any indenture, agreement or instrument to which the Company is a party or is bound, except for any breaches or defaults under any such indenture, agreement or instrument that has been, or prior to the commencement or expiration of the Conversion Offer will be, waived or cured in accordance with its terms, (c) this Agreement has been duly executed and delivered by the Company and constitutes its legal, valid, binding and enforceable obligation, (d) the Conversion Offer will comply in all material respects with all applicable requirements of law and (e) to the Company’s knowledge, there is no litigation pending or threatened as of the date hereof in connection with the Conversion Offer.

     15. Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by facsimile, overnight delivery services, or by certified or registered mail, return receipt requested to:

If to the Company:	with an additional copy to:
General Cable Corporation	Blank Rome LLP
4 Tesseneer Drive	One Logan Square
Highland Heights, Kentucky 41076	Philadelphia, Pennsylvania 19103
Attn: Robert J. Siverd, Executive Vice	Attn: Alan H. Lieblich, Esq.
President, General Counsel and Secretary	Tel: (215) 569-5693
Tel: (859) 572-8000	Fax: (215) 832-5693
Fax: (859) 572-8444

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If to Mellon:	with an additional copy to:
Mellon Investor Services LLC	Mellon Investor Services LLC
Newport Office Center VII	Newport Office Center VII
480 Washington Blvd, 27th Floor	480 Washington Blvd, 29th Floor
Jersey City, NJ 07310	Jersey City, NJ 07310
Attn: Event Manager	Attn: Legal Department
Tel:	Tel: 201-680-2198
Fax:	Fax: 201-680-4610

16. Specimen Signatures. Set forth in Exhibit E hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Agreement. The Secretary of the Company shall, from time to time, certify to Mellon the names and signatures of any other persons authorized to act for the Company, as the case may be, under this Agreement.

17. Fees. The Company shall pay to Mellon compensation in accordance with the fee schedule attached as Exhibit C hereto, together with reimbursement for out-of-pocket expenses, including reasonable fees and disbursements of counsel, regardless of whether any Preferred Shares are surrendered to Mellon, for Mellon’s services as Conversion Agent hereunder. The Company shall be charged for certain expenses advanced or incurred by Mellon in connection with Mellon’s performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as transfer sheets, dividend checks, envelopes, and paper stock, as well as any disbursements for telephone, mail insurance, electronic document creation and delivery, travel expenses for annual meetings, link-up charges from Automatic Data Processing Inc. and tape charges from The Depository Trust Company. While Mellon endeavors to maintain such charges (both internal and external) at competitive rates, these charges will not, in all instances, reflect actual out-of-pocket costs, and in some instances may include handling charges to cover internal processing and use of Mellon’s billing systems. However, in no event shall any fees, costs or other expenses be charged to the Company (and the Company shall not be responsible for paying any such fees, costs or other expenses) arising out of any services rendered or duties performed by Mellon in connection with its role as the Company’s transfer agent and registrar with respect to the Common Stock, and the Company’s transfer agent, registrar, dividend disbursing agent and redemption agent with respect to the Preferred Stock (other than such costs as are provided by the existing terms of the applicable agreements between Mellon and the Company). All amounts owed to Mellon hereunder are due upon receipt of the invoice. Delinquent payments are subject to a late payment charge of one and one half percent commencing forty-five days from the invoice date.

18. Termination. Either party may terminate this Agreement upon thirty (30) days prior written notice. Unless terminated earlier by the parties hereto, this Agreement shall continue in effect until all Preferred Shares validly submitted for conversion pursuant to the Conversion Offer have been converted and Mellon has delivered all Conversion Consideration and Common Stock with respect to such Preferred Shares. In the event of such a termination, the Company will appoint a successor conversion agent and inform Mellon of the name and address of any successor conversion agent so appointed, provided that no failure by the Company to appoint such a successor conversion agent shall affect the termination of this Agreement or the discharge

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of Mellon as conversion agent hereunder. Except as provided below in this Section 18, upon any such termination, Mellon shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Immediately after such termination, Mellon shall promptly forward to the Company or its designee any funds, certificates for Preferred Shares or Common Stock, instruments, solicitation materials, documents or other items that Mellon may have received in connection with the Conversion Offer.

19. Force Majeure. Mellon shall not be liable for any failure or delay arising out of conditions beyond its reasonable control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences, it being understood that Mellon shall use reasonable efforts which are consistent with accepted practices in the banking and securities industries to resume performance as soon as practicable under the circumstances.

20. Miscellaneous.

     (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of laws rules or principles.

     (b) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto.

     (c) In the event that any claim of inconsistency between this Agreement and the terms of the Conversion Offer arise, as they may from time to time be amended, the terms of the Conversion Offer shall control, except with respect to Mellon’s duties, liabilities and rights as Conversion Agent, including without limitation compensation and indemnification, which shall be controlled by the terms of this Agreement.

     (d) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties hereto to the full extent permitted by applicable law.

     (e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties hereto.

     (f) This Agreement may not be assigned by any party without the prior written consent of all parties.

     (g) Sections 2(c), 17, 18, 20(a), 20(g) and 21 hereof shall survive termination of this Agreement.

     (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and same instrument.

21. Confidentiality. In connection with the performance of Mellon’s duties on behalf of the Company under this Agreement, Mellon will receive confidential information related to the

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Company or its stockholders that is not available to the general public (“Confidential Information”). Mellon agrees that the Confidential Information shall be held and treated by Mellon, its directors, officers, employees, affiliates, agents and subcontractors (collectively, “Representatives”) in confidence and except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or governmental authority. Confidential Information shall be used by Mellon and its Representatives only for the purposes for which provided and shall be disclosed by Mellon only to those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided; provided, that nothing herein shall limit the disclosure of any such Confidential Information (i) to counsel for the Conversion Agent, (ii) to examiners, auditors, or accountants of the Conversion Agent, (iii) in connection with any litigation to which the Conversion Agent is a party, (iv) to any successor Conversion Agent (or prospective successor Conversion Agent) so long as such successor Conversion Agent (or prospective successor Conversion Agent) first agrees, in writing, to be bound by confidentiality provisions similar in substance to this Section, (v) which was already in Mellon’s possession and which possession was not in violation of the terms of this Section 21 at the time of disclosure, (vi) which is disclosed to Mellon by another person, provided that Mellon did not know or reasonably should not have known that the disclosing person was under any duty of confidentiality to the Company with respect to that Confidential Information, or (vii) independently developed by Mellon without use of the Confidential Information disclosed to it by the Company. In addition, information shall no longer be considered Confidential Information at such time as such information becomes publicly available. For purposes of this Section 21, “Confidential Information” shall include any such information disclosed by the Company to Mellon in connection with the Conversion Offer prior to the date of this Agreement.

[signatures follow on next page]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.

GENERAL CABLE CORPORATION
By:	/s/ Christopher F. Virgulak
Name:	Christopher F. Virgulak
Title:	Chief Financial Officer and Treasurer
MELLON INVESTOR SERVICES LLC
By:	/s/ Mark Smith
Name:	Mark Smith
Title:	Event Manager - Corporate Actions

Exhibit A	Conversion Offer Prospectus
Exhibit B	Letter of Transmittal
Exhibit C	List of Affiliates
Exhibit D	List of Authorized Representatives
Exhibit E	Schedule of Fees

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EXHIBIT A

CONVERSION OFFER PROSPECTUS

16

EXHIBIT B

LETTER OF TRANSMITTAL

17

EXHIBIT C

LIST OF AFFILIATES

Shareholder Certificate Numbers of Preferred Shares

18

EXHIBIT D

LIST OF AUTHORIZED REPRESENTATIVES

Name Title Specimen Signature

19

EXHIBIT E

SCHEDULE OF FEES

20

EX-99.6

Exhibit 99.6

November 2, 2005

General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076

Dear Madam / Sir:

     This Letter Agreement sets forth the terms and conditions pursuant to which General Cable Corporation (the “Company”) has retained D.F. King & Co., Inc. (“King”) in connection with a proposed Conversion Offer.

     The Company proposes to offer to each holder of shares of its 5.75% Series A Redeemable Convertible Preferred Stock (the “Preferred Stock”) the right to convert such shares into the Company’s common stock and to receive a cash premium payment plus accrued, unpaid and accumulated dividends thereupon, in addition to the shares of common stock that such holders would receive upon conversion of the Preferred Stock. This conversion offer is herein referred to as the “Conversion Offer.”

1. The Company hereby retains King as Information Agent for advisory and consulting services in connection with the Conversion Offer and requests and authorizes King to contact, and to provide information with respect to the Conversion Offer to, holders of the Stock. For this purpose, King is authorized to use, and will be supplied by the Company with as many copies as King may reasonably request of, the following materials filed with the Securities and Exchange Commission (the “Commission”) or publicly released (or to be filed or publicly released) by the Company in connection with the Conversion Offer (collectively, the “Conversion Offer Materials”): (i) a Conversion Offer Prospectus; (ii) a Letter of Transmittal; (iii) press releases and newspaper advertisements; (iv) letter to securities dealers, banks and trust companies, and letter from securities dealers, banks and trust companies to their customers; and (v) any and all amendments or supplements to any of the foregoing.

2. The Company agrees to pay King as compensation for its services a fee of $5,000, $2,500 of which is due upon execution of this agreement, and the balance of which is due upon the completion, expiration or termination, as the case may be, of the Conversion Offer. In the event the Company extends the term of the Conversion Offer, the Company agrees to pay King an additional fee of $500 for each such extension. In the event the Company requests King to provide additional services, the Company agrees to pay King reasonable and customary compensation, in an amount,

General Cable Corporation
November 2, 2005
Page 2

if any, to be mutually agreed upon. The Company further agrees to reimburse King for all reasonable out-of-pocket expenses (including reasonable counsel’s fees and disbursements) incurred by King in retention hereunder. The Company agrees and acknowledges that its obligation under this paragraph 2 is not in any way conditional upon the successful consummation of the Conversion Offer or dependent upon the amount of Stock acquired by the Company pursuant to the Conversion Offer.

3.	The Company agrees that King shall have the right to pass upon and approve any and all references to King in the Conversion Offer Materials. The Company shall not file with the Commission, any other governmental or regulatory authority or body or any court, or otherwise make public, any document containing any reference to King unless and until King shall have approved such reference.
4.	The Company represents and warrants to King that:

(i) this letter agreement is a valid and binding agreement on the Company’s part;

(ii) all necessary corporate action will be duly taken by the Company prior to the commencement of the Conversion Offer to authorize the Conversion Offer, and the purchase of Stock in connection with the Conversion Offer;

(iii) all Conversion Offer Materials will comply, in all material respects, with the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, and none of the Conversion Offer Materials, and no other report, filing, document, release or communication published or filed by the Company in connection with the Conversion Offer, will contain any untrue or misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading;

(iv) the Conversion Offer, and the purchase of Stock in connection with the Conversion Offer, will comply, in all material respects, with all applicable requirements of law including the applicable rules or regulations of any governmental or regulatory authority or body, and no material consent or approval of, or filing with, any governmental or regulatory authority or body (other than any required filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder) is required in connection with the making or consummation of the Conversion Offer (or, if any such material consent, approval or filing is required

General Cable Corporation
November 2, 2005
Page 3

it will be duly obtained or made prior to the commencement of the Conversion Offer); and

(v) the Conversion Offer, and the purchase of Stock in connection with the Conversion Offer, and or execution, delivery and performance of this letter agreement, will not conflict with or result in a breach of or constitute a default under the Company’s certificate of incorporation or by-laws, or any material agreement, indenture, mortgage, note or other instrument by which the Company is bound, other than as to breaches or defaults which may be waived or cured prior to the settlement of all conversion transactions in the Conversion Offer.

5. The Company will advise King promptly of the occurrence of any event which would cause it not to proceed with, or to withdraw or abandon the Conversion Offer. The Company will also advise King promptly of any proposal or requirement to amend or supplement any of the Conversion Offer Materials.

6. The Company hereby agrees to indemnify and hold harmless King, King’s controlling persons, officers, directors, employees, agents and representatives (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses whatsoever (including but not limited to, all reasonable counsel fees, disbursements and other out-of-pocket expenses) incurred by such Indemnified Persons in investigating, preparing to defend or defending (or appearing or preparing for appearance as a witness in connection with) any claim, litigation, proceeding, investigation, or governmental or stock exchange inquiry, commenced or threatened or any claim whatsoever: (i) arising out of or based upon any facts or circumstances constituting a violation of, or in conflict with, any of the representations and warranties set forth in paragraph 4 above; or (ii) arising out of, relating to or in connection with the Conversion Offer except for the Indemnified Person’s willful misconduct or gross negligence. The Company shall reimburse such Indemnified Persons for such reasonable counsel fees and disbursements and other out-of-pocket expenses at such time as they are paid or incurred by such Indemnified Persons. The foregoing indemnity shall be in addition to any liability which the Company might otherwise have to the Indemnified Persons.

7. King agrees to notify the Company promptly of the assertion of any claim against any of the Indemnified Persons in connection with the Conversion Offer; and the Company agrees to notify King promptly of the assertion of any claim against the Company or any of its officers, directors, employees or agents in connection with the Conversion Offer. At the Company’s election, unless there is a conflict of interest, the defense of the Indemnified Persons shall be conducted by the Company’s counsel who

General Cable Corporation
November 2, 2005
Page 4

shall be reasonably satisfactory to King and the Indemnified Persons who are defendants in the action or proceeding. Notwithstanding the Company’s election to assume the defense of such action or proceeding, an Indemnified Person may employ separate counsel to represent it or defend it in such action or proceeding and the Company will pay the reasonable fees and expenses of such counsel as set forth above if such Indemnified Person reasonably determines that there are defenses available to such Indemnified Person which are different from, or in addition to, those available to the Company, or if a conflict of interest exists which makes representation by counsel chosen by the Company not advisable; provided however, unless there are actual or potential conflicts of interest among the Indemnified Persons, the Company will not be required to pay the fees and expenses of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single action or proceeding. In any action or proceeding the defense of which the Company assumes, the Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s own expense. The Company shall not settle or compromise any such action or proceeding without the Indemnified Person’s prior written consent, unless the terms of the settlement or compromise include an unconditional release of any such Indemnified Person from all liability or loss arising out of such action or proceeding.

8. The representations and warranties contained in paragraph 4 above and the indemnity agreement contained in paragraphs 6 and 7 above shall remain operative and in full force and effect regardless of: (i) the termination, expiration or consummation of the Conversion Offer; and (ii) any investigation made by or on behalf of any party.

9. King agrees to preserve the confidentiality of (i) all material non-public information provided by the Company or its agents or affiliates for King’s use in fulfilling its obligations hereunder and (ii) any information developed by King based upon such material non-public information (collectively, the “Confidential Information”). For purposes of this Agreement, Confidential Information shall not be deemed to include any information which (a) is or becomes generally available to the public in accordance with law other than as a result of a disclosure by King or any of its officers, directors, employees, agents or affiliates; (b) was available to King on a non-confidential basis and in accordance with law prior to its disclosure to King by the Company or any affiliate thereof; (c) becomes available to King on a non-confidential basis and in accordance with law from a person other than the Company or any of its affiliates, or any of their officers, directors, employees, agents or affiliates who are not otherwise bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting such information to a third party; or (d) was independently and lawfully developed by King based on information described in

General Cable Corporation
November 2, 2005
Page 5

clauses (a), (b) and (c) of this paragraph. The confidentiality provisions of this paragraph shall survive the termination of the Agreement.

10. This agreement shall be construed and enforced in accordance with the laws of the State of New York. It is agreed that any action, suit or proceeding arising out of or based upon this agreement shall be brought in the United States District Court for the Southern District of New York or any court of the State of New York of competent jurisdiction located in such District, and the parties hereto hereby consent to the in personam jurisdiction and venue of any such court and to service of process by certified mail, return receipt requested.

     If any provision of this agreement shall be held illegal or invalid by any court, this agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an agreement between the parties hereto to the fullest extent permitted by law.

If the foregoing correctly sets forth the understanding between the Company and King, please indicate acceptance thereof in the space provided below for the purpose, whereupon this letter and the Company’s acceptance shall constitute a binding agreement between the parties hereto.

D.F. KING & CO., INC.

By:  /s/ Edward T. McCarthy         

Accepted as of the date first above written: GENERAL CABLE CORPORATION
By:	/s/ Robert J. Siverd
Name:	Robert J. Siverd
Title:	Executive Vice President