SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO/A

(Amendment No. 4)

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

General Cable Corporation

(Name of Subject Company (Issuer) and Filing Person (Offeror))

5.75% Series A Redeemable Convertible Preferred Stock, $50.00 Liquidation Preference Per Share

(Title of Class of Securities)

369300207, 369300306

(CUSIP Number of Class of Securities)

Robert J. Siverd

Executive Vice President, General Counsel and Secretary

General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

(859) 572-8000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

With Copies to:

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

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
$188,361,537	$22,170.15

(1)

For purposes of calculating the filing fee pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 0-11(b)(2) promulgated thereunder, the Transaction Valuation was calculated on the basis of the product of (a) 2,069,907 shares of the Registrant’s 5.75% Series A Redeemable Convertible Preferred Stock (“Preferred Stock”) proposed to be acquired by the Registrant and (b) $91.00, which is the average of the bid and asked price of the Preferred Stock on the over-the-counter market as of November 4, 2005.

(2)

The filing fee, calculated in accordance with Section 13(e)(3) of the Exchange Act is equal to $117.70 for each $1,000,000 of the aggregate Transaction Value, and, as set forth below, has been offset as provided in Rule 0-11(a)(2) by $20,215.04, representing the registration fees paid under Section 6(b) of the Securities Act of 1933, as amended, with respect to this transaction.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $20,215.04	Filing Party: General Cable Corporation
Form or Registration No.: Form S-4 (File No. 333-129577)	Date Filed: November 9, 2005
Amount Previously Paid: $1,955.11	Filing Party: General Cable Corporation
Form or Registration No.: Schedule TO	Date Filed: November 9, 2005

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o Third-party tender offer subject to Rule 14d-1.

þ Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o     Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:     þ

          This Amendment No. 4 (this “Amendment”) to the Issuer Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) of General Cable Corporation, a Delaware corporation (the “Company”), is being filed by the Company and relates to an offer (the “Conversion Offer”) by the Company to pay a cash premium upon the conversion of any and all of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share (the “Preferred Stock”), into shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the conversion offer prospectus dated November 9, 2005, as amended (the “Conversion Offer Prospectus”), and the related letter of transmittal. The Conversion Offer Prospectus and the related letter of transmittal form parts of the Company’s Registration Statement on Form S-4 (File No. 333-129577), as filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2005, as amended (the “Registration Statement”), relating to the shares of Common Stock to be issued to holders of Preferred Stock who validly surrender their shares of Preferred Stock for conversion in the Conversion Offer, and the Conversion Offer Prospectus and the related letter of transmittal are incorporated by reference in the Schedule TO to the extent provided in the Schedule TO.

          This Amendment is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.

Item 4.  Terms of the Transaction.

          Item 4 of Schedule TO is hereby amended and supplemented by adding the following:

          The Conversion Offer expired at 5:00 p.m., New York City time, on Friday, December 9, 2005 (the “Expiration Date”). On December 12, 2005, the Company announced the acceptance for conversion of 1,939,991 shares of Preferred Stock that were validly tendered and not withdrawn as of the Expiration Date, and that it would issue approximately 9,696,075 shares of its common stock in exchange for such shares of Preferred Stock promptly after the Expiration Date. Upon the settlement of the Conversion Offer, 129,916 shares of Preferred Stock will remain outstanding.

          The full text of the Company’s press release relating to the announcement of the expiration and results of the Conversion Offer is filed as Exhibit (a)(1)(viii) to the Schedule TO and is incorporated herein by reference in response to this item.

Item 12. Exhibits.

Exhibit
Number	Description
(a)(1)(i)	Conversion Offer Prospectus, dated November 9, 2005 (incorporated herein by reference to the Registration Statement)
(a)(1)(ii)	Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement)
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.2 to the Registration Statement)
(a)(1)(iv)	Letter to Clients (incorporated by reference to Exhibit 99.3 to the Registration Statement)
(a)(1)(v)	Form W-9 and Instructions thereto (incorporated by reference to Exhibit 99.4 to the Registration Statement)
(a)(1)(vi)	Press Release, dated November 9, 2005 (filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934)*
(a)(1)(vii)	Press Release, dated November 28, 2005 (incorporated by reference to Exhibit 99.1 to the November 28, 2005 Form 8-K (File No. 1-12983))

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Exhibit
Number	Description
(a)(1)(viii)	Press Release, dated December 12, 2005 (filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934)
(a)(2)(i)	The information provided in the November 28, 2005 Form 8-K (File No. 1-12983) (incorporated by reference in accordance with General Instruction F to Schedule TO)
(a)(2)(ii)	The information provided in response to Part I, Item 1 and the section entitled “Liquidity and Capital Resources” of Part II, Item 2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, as filed with the SEC on November 7, 2005 (File No. 1-12983) (incorporated by reference in accordance with General Instruction F to Schedule TO)
(a)(2)(iii)	The information provided in response to Part I, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC on March 30, 2005, as amended by Amendment No. 1 on Form 10-K/ A, as filed with the SEC on April 29, 2005 (File No. 1-12983) (incorporated by reference in accordance with General Instruction F to Schedule TO)
(b)(1)	Credit Agreement by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent, and the other guarantors and lenders who are signatories thereto, dated November 24, 2003 (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the SEC on March 12, 2004 (File No. 1-12983))
(b)(2)	First Amendment, dated April 14, 2004, to the Credit Agreement by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent, and the other guarantors and lenders who are signatories thereto, dated November 24, 2003 (incorporated by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, as filed with the SEC on May 7, 2004 (File No. 1-12983))
(b)(3)	Amended and Restated Credit Agreement, by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent, and the other guarantors and lenders who are signatories thereto, dated October 22, 2004 (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, as filed with the SEC on November 5, 2004 (File No. 1-12983))
(b)(4)	Second Amended and Restated Credit Agreement, dated November 23, 2005, by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Administrative Agent, Collateral Agent and Swingline Lender, National City Business Credit, Inc. as Syndication Agent, Bank of America, N.A. as Documentation Agent, and the other guarantors and lenders who are signatories thereto (incorporated by reference to Exhibit 4.11 to the Registration Statement)
(d)(1)	Dealer Manager Agreement, dated November 9, 2005, by and between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated herein by reference to Exhibit 1.1 to the Registration Statement)
(d)(2)	Conversion Agent Agreement, dated November 9, 2005, by and between Mellon Investor Services LLC and General Cable Corporation (incorporated by reference to Exhibit 99.5 to the Registration Statement)
(d)(3)	Information Agent Agreement, dated November 2, 2005, by and between D.F. King & Co., Inc. and General Cable Corporation (incorporated by reference to Exhibit 99.6 to the Registration Statement)
(h)	Tax Opinion of Blank Rome LLP (incorporated by reference to Exhibit 8.1 to the Registration Statement)

* Previously filed.

2

SIGNATURES

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GENERAL CABLE CORPORATION

By:  /s/ Robert J. Siverd

Robert J. Siverd

Executive Vice President, General Counsel

and Secretary

Date: December 12, 2005

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EXHIBIT INDEX

Exhibit
Number		Description
	(a)(1)(i)	Conversion Offer Prospectus, dated November 9, 2005 (incorporated herein by reference to the Registration Statement)
	(a)(1)(ii)	Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement)
	(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.2 to the Registration Statement)
	(a)(1)(iv)	Letter to Clients (incorporated by reference to Exhibit 99.3 to the Registration Statement)
	(a)(1)(v)	Form W-9 and Instructions thereto (incorporated by reference to Exhibit 99.4 to the Registration Statement)
	(a)(1)(vi)	Press Release, dated November 9, 2005 (filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934)*
	(a)(1)(vii)	Press Release, dated November 28, 2005 (incorporated by reference to Exhibit 99.1 to the November 28, 2005 Form 8-K (File No. 1-12983))
	(a)(1)(viii)	Press Release, dated December 12, 2005 (filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934)
	(a)(2)(i)	The information provided in the November 28, 2005 Form 8-K (File No. 1-12983) (incorporated by reference in accordance with General Instruction F to Schedule TO)
	(a)(2)(ii)	The information provided in response to Part I, Item 1 and the section entitled “Liquidity and Capital Resources” of Part II, Item 2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, as filed with the SEC on November 7, 2005 (File No. 1-12983) (incorporated by reference in accordance with General Instruction F to Schedule TO)
	(a)(2)(iii)	The information provided in response to Part I, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC on March 30, 2005, as amended by Amendment No. 1 on Form 10-K/ A, as filed with the SEC on April 29, 2005 (File No. 1-12983) (incorporated by reference in accordance with General Instruction F to Schedule TO)
	(b)(1)	Credit Agreement by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent, and the other guarantors and lenders who are signatories thereto, dated November 24, 2003 (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the SEC on March 12, 2004 (File No. 1-12983))
	(b)(2)	First Amendment, dated April 14, 2004, to the Credit Agreement by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent, and the other guarantors and lenders who are signatories thereto, dated November 24, 2003 (incorporated by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, as filed with the SEC on May 7, 2004 (File No. 1-12983))
	(b)(3)	Amended and Restated Credit Agreement, by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent, and the other guarantors and lenders who are signatories thereto, dated October 22, 2004 (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, as filed with the SEC on November 5, 2004 (File No. 1-12983))
	(b)(4)	Second Amended and Restated Credit Agreement, dated November 23, 2005, by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Administrative Agent, Collateral Agent and Swingline Lender, National City Business Credit, Inc. as Syndication Agent, Bank of America, N.A. as Documentation Agent, and the other guarantors and lenders who are signatories thereto (incorporated by reference to Exhibit 4.11 of the Registration Statement)

Exhibit
Number		Description
	(d)(1)	Dealer Manager Agreement, dated November 9, 2005, by and between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated herein by reference to Exhibit 1.1 to the Registration Statement)
	(d)(2)	Conversion Agent Agreement, dated November 9, 2005, by and between Mellon Investor Services LLC and General Cable Corporation (incorporated by reference to Exhibit 99.5 to the Registration Statement)
	(d)(3)	Information Agent Agreement, dated November 2, 2005, by and between D.F. King & Co., Inc. and General Cable Corporation (incorporated by reference to Exhibit 99.6 to the Registration Statement)
	(h)	Tax Opinion of Blank Rome LLP (incorporated by reference to Exhibit 8.1 to the Registration Statement)

* Previously filed.

EX-99.A.1.VIII

Exhibit (a)(1)(viii)

	Filed by General Cable Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934 Subject Company: General Cable Corporation Commission File No. 1-12983
	General Cable Corporation
	Registration Statement on Form S-4
	File No. 333-129577

CONTACT:	Michael P. Dickerson	FOR IMMEDIATE RELEASE
	Vice President of Finance and	December 12, 2005
	Investor Relations
	(859) 572-8684

GENERAL CABLE ANNOUNCES FINAL RESULTS OF CONVERTIBLE PREFERRED SHARES CONVERSION OFFER

HIGHLAND HEIGHTS, KENTUCKY, December 12, 2005 — General Cable Corporation (NYSE: BGC) announced today the final results of its previously announced offer (the “Offer”) to pay a cash premium of $7.88 to holders of its 5.75% Series A Redeemable Convertible Preferred Stock who elect to convert their Preferred Stock into shares of its common stock. The Offer commenced on November 9, 2005 and expired at 5:00 p.m., New York City time, on Friday, December 9, 2005.

In exchange for 1,939,991 shares, or 93.72%, of its outstanding shares of Preferred Stock surrendered and accepted by General Cable for conversion in the Offer, the holders thereof will receive, in the aggregate:

• 9,696,075 shares of General Cable common stock;

• a cash premium of $15,287,129; and

• approximately $309,860 of accrued, unpaid and accumulated dividends on the Preferred Stock from November 24, 2005 to December 13, 2005, the date immediately preceding the anticipated Offer settlement date of December 14, 2005.

129,916 shares, or 6.28%, of the Preferred Stock will remain outstanding upon settlement of the Offer. All shares of Preferred Stock surrendered for conversion in the Offer will be canceled and retired.

THE OFFER WAS MADE PURSUANT TO A CONVERSION OFFER PROSPECTUS DATED NOVEMBER 9, 2005 (AS AMENDED ON DECEMBER 1, 2005 AND DECEMBER 9, 2005) CONTAINED IN A REGISTRATION STATEMENT FILED BY GENERAL CABLE WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH REGISTRATION STATEMENT WAS DECLARED EFFECTIVE BY THE COMMISSION ON DECEMBER 9, 2005. COPIES OF THE CONVERSION OFFER PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT MAY BE OBTAINED FROM THE INFORMATION AGENT FOR THE OFFER, D. F. KING & CO., INC., WHO MAY BE REACHED AT (212) 269-5550. THE CONVERSION OFFER PROSPECTUS AND OTHER RELATED DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY ALSO BE OBTAINED AT THE COMMISSION’S WEB SITE, HTTP://WWW.SEC.GOV.

The Company retained Merrill Lynch & Co. to act as dealer manager in connection with the Offer. Questions regarding the Offer should be directed to Merrill Lynch & Co. at (888) 654-8637.

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.

- more -

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, as amended, and the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005, as well as periodic reports filed with the Commission.

Release No. 04xx
12/12/05