425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): November 23, 2005

General Cable Corporation

(Exact name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 001-12983
(Commission File Number) 06-1398235
(IRS Employer
Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753
(Address of Principal Executive Offices)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

     On November 28, 2005, General Cable Corporation, a Delaware corporation (the “Company”), issued a press release with respect to the information set forth below in response to this Item 1.01. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     On November 23, 2005, General Cable Corporation, a Delaware corporation (the “Company”) and certain of its subsidiaries, including its principal U.S. operating subsidiary General Cable Industries, Inc. (“GCI”), entered in an amendment and restatement of their existing asset based senior secured revolving credit facility (the “Senior Revolving Credit Facility”) pursuant to a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) by and among GCI as the Borrower, the Company and those certain other subsidiaries of the Company party thereto as Guarantors, the several lenders and financial institutions party thereto as the Lenders, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. as Administrative Agent, Collateral Agent and Swingline Lender, National City Business Credit, Inc. as Syndication Agent, Bank of America, N.A. as Documentation Agent, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. and UBS Securities LLC as Joint Lead Arrangers, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc and UBS AG, Stamford Branch as Issuing Banks. This Second Amended and Restated Credit Agreement amends and restates the previous credit agreement governing the Senior Revolving Credit Facility, which was entered into on October 22, 2004, which in turn amended and restated the original credit agreement governing the Senior Revolving Credit Facility, which was entered into on November 23, 2003.

     Pursuant to the Second Amended and Restated Credit Agreement, certain amendments and modifications to the Senior Revolving Credit Facility have been made, including the following:

• The borrowing limit under the Senior Revolving Credit Facility has been increased from $275 million to $300 million.

• Provisions have been added permitting future increases to the borrowing limit under the Senior Revolving Credit Facility of up to an addition $50 million (for an aggregate total borrowing limit of up to $350 million) upon the agreement of any one or more of the lenders under the Senior Revolving Credit Facility without the consent of any other lenders or agents.

• The maturity date on the Senior Revolving Credit Facility has been extended from November 24, 2008 to August 15, 2010.

• The interest rates on borrowings under the Senior Revolving Credit Facility will now be based on a pricing matrix that will adjust based on the quarterly average excess borrowing availability under the Senior Revolving Credit Facility rather than a pricing matrix based on the fixed charge coverage ratio of the Company and its subsidiaries. The maximum rates of interest that will be charged under the new

pricing matrix have been reduced from the maximum rates of interest chargeable under the previous pricing matrix. In addition, certain other fees payable by the Company and its subsidiaries under the Senior Revolving Credit Facility, including fees due with respect to any unused portion of the Senior Revolving Credit Facility, have been reduced.

• The aggregate amount of acquisitions that may be funded by loans borrowed under the Senior Revolving Credit Facility has been increased from $55 million to $150 million. In addition, the excess availability test to fund such acquisitions has been relaxed. Prior to the amendment, GCI and its domestic and Canadian subsidiaries were required to have $75 million of excess borrowing availability under the Senior Revolving Credit Facility for a period of 90 days prior to the acquisition and on a pro forma basis for a period of two years after the acquisition. As a result of this amendment, the excess borrowing availability requirement was reduced to $50 million and the pro forma projection period was reduced to one year.

• GCI will be allowed to use monies borrowed under the Senior Revolving Credit Facility to make inter-company loans and/or dividends to the Company in order to fund the Company’s outstanding offer to convert all of the shares of its 5.75% Series A Redeemable Convertible Preferred Stock into common stock of the Company (as announced and commenced on November 9, 2005) including payment of a certain conversion premium being offered to the holders of such Series A Preferred Stock.

• The amount of restricted payments which GCI is permitted to make to the Company for general uses, which is in addition to other restricted payments which GCI is permitted to make to the Company for specified purposes, has been increased from $2 million to $10 million.

• Certain restrictive covenants have been eliminated, including the restrictions on the ability of the Company and its subsidiaries to make capital expenditures.

• The Mexican subsidiaries of the Company have been released from their guaranty of the Senior Revolving Credit Facility, and the pledge of the stock of such Mexican subsidiaries to secure the Senior Revolving Credit Facility is being reduced from 100% to 65%.

• Other amendments have been made to provide the Company and its Subsidiaries with additional flexibility on other matters including (i) financial covenants, (ii) calculation of the borrowing base, (iii) dominion and control by the Administrative Agent over the cash and deposit accounts of the Company and its subsidiaries, (iv) financing for pending and future offshore acquisition and the ability of debt of foreign businesses being acquired to remain outstanding and (v) the ability of the Company and its Subsidiaries to enter into and make investments in joint ventures.

Item 9.01 Financial Statements and Exhibits.

     (c) The following has been filed as an exhibit to this Form 8-K:

     99.1     General Cable Corporation Press Release dated November 28, 2005.

SIGNATURES

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

	General Cable Corporation
November 28, 2005	By:	/s/ Robert J. Siverd
		Name:	Robert J. Siverd
		Title:	Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Exhibit	Method of Filing
99.1	General Cable Corporation Press Release dated November 28, 2005	Filed Herewith

EX-99.1

Exhibit 99.1

General Cable Corporation

CONTACT:	Michael P. Dickerson	FOR IMMEDIATE RELEASE
	Vice President of Finance and	November 28, 2005
	Investor Relations
	(859) 572-8684

GENERAL CABLE ANNOUNCES AMENDMENT AND EXTENSION OF ITS
REVOLVING CREDIT AGREEMENT

HIGHLAND HEIGHTS, KENTUCKY, November 28, 2005 — General Cable Corporation (NYSE: BGC) a leading global supplier of wire and cable products for the energy, specialty, industrial, and communications markets, announced today that it successfully completed an amendment and extension of its Senior Secured Revolving Credit Facility on November 23, 2005. This amendment increases the size of the facility from $275 million to $300 million, extends the maturity date by almost two years to August 2010, lowers borrowing costs by approximately 75 basis points, and reduces unused facility fees. In addition, several other provisions have been eliminated or relaxed, including the elimination of the annual limit on capital expenditures, an expansion of permitted indebtedness to include acquired indebtedness of newly acquired foreign subsidiaries, and a significant increase in the level of permitted loan funded acquisitions.

Finally, this amendment satisfies the financing conditions to General Cable’s offer to convert shares of its 5.75% Series A Redeemable Convertible Preferred Stock into its common stock, which was announced and commenced on November 9, 2005. This amendment will permit General Cable to draw funds from its credit facility to pay approximately $16.3 million for the conversion offer premium, plus funds necessary to make a final dividend payment to holders of Preferred Stock who convert their shares of Preferred Stock in the conversion offer, as well as to pay all other costs and expenses related to the conversion offer.

“Our operating results have steadily improved since our refinancing in November 2003 and at the end of the third quarter of 2005, General Cable had net debt of $301 million compared to net debt of $380 million just prior to the refinancing. This operating improvement and de-leveraging has provided us the opportunity to amend and extend our credit facility and thereby improve our financial flexibility and lower our borrowing costs,” said Christopher Virgulak, Executive Vice President, Chief Financial Office and Treasurer of General Cable. “These revised provisions not only provide long term flexibility, but also allow us to complete the pending Silec acquisition as well as pay the conversion premium and other costs and expenses related to our Preferred Stock conversion offer. Our lenders continue to provide the support necessary to position General Cable for sustained long-term growth,” he concluded.

General Cable has filed a registration statement with the Securities and Exchange Commission (File No. 333-129577) in connection with the Preferred Stock conversion offer. General Cable urges holders of Preferred Stock to read the documents that General Cable has filed or will file with the SEC because they contain important information.

-more-

Holders of Preferred Stock may obtain these documents for free from the SEC’s web site (http://www.sec.gov), or by contacting General Cable’s Vice President of Finance and Investor Relations, 4 Tesseneer Drive, Highland Heights, Kentucky 41076, telephone (859) 572-8000.

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

Certain statements in this press release, including without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company’s or management’s beliefs, expectations or opinions, are forward-looking statements. Actual results may differ materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. Such factors include economic and political consequences resulting from the September 2001 terrorist attack and the war with Iraq, economic consequences arising from natural disasters and other similar catastrophes, such as floods, earthquakes, hurricanes and tsunamis; domestic and local country price competition, particularly in certain segments of the power cable market and other competitive pressures; general economic conditions, particularly in construction; changes in customer or distributor purchasing patterns in our business segments; the Company’s ability to increase manufacturing capacity and productivity; the financial impact of any future plant closures; the Company’s ability to successfully complete and integrate acquisitions and divestitures; the Company’s ability to negotiate extensions of labor agreements on acceptable terms; the Company’s ability to service debt requirements and maintain adequate domestic and international credit facilities and credit lines; the Company’s ability to pay dividends on its preferred stock; the impact of unexpected future judgments or settlements of claims and litigation; the Company’s ability to achieve target returns on investments in its defined benefit plans; the Company’s ability to avoid limitations on utilization of net losses for income tax purposes; the cost and availability of raw materials, including copper, aluminum and petrochemicals, generally and as a consequence of hurricanes Katrina and Rita; the Company’s ability to increase its selling prices during periods of increasing raw material costs; the impact of foreign currency fluctuations; the impact of technological changes; and other factors which are discussed in the Company’s Conversion Offer Prospectus dated November 9, 2005 and the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005, as well as in periodic reports filed with the Commission.

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Release No. 0490
11/28/05