-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QTuPW8BHtwa5l2FtnNNeSFQoQNzLjfG8aInwrWJrOK5XPiVQfk4bT/aKKUFeriiI cowlAJrrEutWdZFz8dY/GA== 0000950152-06-010396.txt : 20061222 0000950152-06-010396.hdr.sgml : 20061222 20061222170806 ACCESSION NUMBER: 0000950152-06-010396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061219 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/ CENTRAL INDEX KEY: 0000886035 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 061398235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12983 FILM NUMBER: 061297699 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 8595728000 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 8-K 1 l23852ae8vk.htm GENERAL CABLE CORPORATION 8-K General Cable Corporation 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 19, 2006
General Cable Corporation
(Exact name of Registrant as Specified in Charter)
         
Delaware   001-12983   06-1398235
         
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753
 
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (859) 572-8000
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

     
Item 5.02
  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     At the Board of Directors meeting held on December 19, 2006, Mr. Brian J. Robinson was promoted, effective January 1, 2007, to Senior Vice President, Chief Financial Officer and Treasurer of the registrant.
     Mr. Robinson has been the Senior Vice President, Controller and Treasurer of General Cable since March 2006. He began his career at Deloitte & Touche LLP in 1991. In 1997, he moved from Cincinnati, Ohio to London, England, where he served as Audit Manager focused on accounting services for global companies. In 1999, Mr. Robinson joined General Cable as Assistant Controller. He assumed the role of Controller in 2000 and became the Vice President and Controller in November 2001. From May 2003 to July 2003 he was employed by Great American Insurance Company as a Divisional Vice President concerning property and casualty insurance and returned to General Cable as the Vice President and Controller in July 2003. Mr. Robinson, age 38, holds a Bachelor of Science degree in Accounting from the University of Dayton and received CPA certification in 1993.
     Effective January 1, 2007 Mr. Robinson will receive an annual base salary of $255,000 and a target cash bonus of up to 55% of his annual base salary subject to the satisfaction of the goals and targets set pursuant to the Company’s Annual Incentive Plan. Pursuant to a letter of understanding from General Cable, a copy of which is attached as Exhibit 99.2 to this Form 8-K, Mr. Robinson is entitled to receive twelve months of severance pay and payment of COBRA medical continuation benefits for 12 months and outplacement assistance for up to six months, if General Cable terminates his employment with General Cable for any reason other than cause through December 31, 2007.
     A copy of the press release issued by General Cable on December 22, 2006, is attached to this report as Exhibit 99.1 and is incorporated herein by this reference.
     
Item 9.01
  Financial Statements and Exhibits.
     (c)  The following has been filed as an exhibit to this Form 8-K:
  99.1   Press Release of General Cable Corporation dated December 22, 2006.
 
  99.2   Letter of Understanding with Brian Robinson dated September 14, 2003.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  GENERAL CABLE CORPORATION
 
 
Date: December 22, 2006  By:   /s/ Robert J. Siverd    
    Name:   Robert J. Siverd   
    Title:   Executive Vice President, General Counsel and Secretary   
 

2


 

INDEX TO EXHIBITS
     
Exhibit Number   Description
 
   
99.1
  Press Release of General Cable Corporation dated December 22, 2006.
 
   
99.2
  Letter of Understanding with Brian Robinson dated September 14, 2003.

3

EX-99.1 2 l23852aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
             
CONTACT:
  Michael P. Dickerson
Vice President, Finance and
Investor Relations
(859) 572-8684
      FOR IMMEDIATE RELEASE
December 22, 2006
GENERAL CABLE ANNOUNCES BRIAN J. ROBINSON AS CHIEF FINANCIAL OFFICER
Highland Heights, Kentucky — December 22, 2006 — General Cable Corporation (NYSE:BGC) announced today that Brian J. Robinson has been promoted to Senior Vice President, Chief Financial Officer and Treasurer of the Company effective January 1, 2007. Robinson will report to Gregory B. Kenny, President and Chief Executive Officer of General Cable. He replaces Christopher F. Virgulak, who previously announced his decision to leave the Company at the end of 2006. Virgulak will continue in an advisory role for up to six weeks to ensure an orderly transition of the Company’s financial leadership.
“As a leader with an extraordinary reputation for integrity, teamwork and high professional standards, Brian is well deserving of this recognition,” said Gregory B. Kenny, President and Chief Executive Officer of General Cable. “Brian has led our Corporate Financial Accounting and Reporting Team and has been instrumental in driving improved controls and best practices in our global finance organization. He has also played an instrumental role in our Company’s major financing transactions, which have significantly strengthened the Company’s balance sheet, lowered our borrowing costs and improved our operating flexibility.”
Robinson became Controller for General Cable in 2000 and assumed the additional responsibility of Senior Vice President and Treasurer in March 2006. He began his career at Deloitte & Touche LLP in 1991, and in 1997 moved from Cincinnati, Ohio to London, England, where he served as Audit Manager focused on accounting services for global companies. In 1999, Robinson joined General Cable as Assistant Controller.
Robinson holds a Bachelor of Science degree in Accounting from the University of Dayton and received his CPA certification in 1993.
Kenny continued, “For over 20 years, Chris Virgulak has been a key contributor to the overall strength of the Company and a great business partner to me. He leaves General Cable having built a highly capable global finance organization and, for that, I thank him on behalf of all our associates and our shareholders, and I wish him all the best in the future.”
“I have had many opportunities to contribute and grow professionally at General Cable and I leave knowing that the Company has a deeper finance organization, a stronger balance sheet, and is well positioned for the future,” said Christopher F. Virgulak. “I am certain Brian is the right person to lead General Cable’s financial team, and partner with Greg and other members of the Company’s Leadership Team to continue on their quest to profitably grow the Company on a global basis.”
With $3.5 billion of annualized revenues and 7,700 employees, General Cable is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, and communications markets. Visit our website at www.generalcable.com.
Certain statements in this press release, including without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company’s or management’s beliefs, expectations or opinions, are forward-looking statements. Actual results may differ materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. Such factors are more fully discussed in the Company’s Registration Statement on Form S-3 (File No. 333-138511) filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2006, and its amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005, as filed with the Commission on November 8, 2006, as well as in its periodic reports filed with the Commission.
###
Release No. 0525
12/22/06

EX-99.2 3 l23852aexv99w2.htm EX-99.2 EX-99.2
 

Exhibit 99.2
Peter J. Olmsted
Senior Vice President
Human Resources
Tel: (859) 572-8929
Fax: (859) 572-8444
September 14, 2003
Brian Robinson
6307 Trail Ridge Court
Loveland, Ohio 45140
Dear Brian,
This letter is to confirm our recent discussions regarding your severance pay and benefits. The term of this letter of understanding will run from today through December 31, 2007. In the event that the Company terminates your employment for any reason other than for cause, you will receive no less than 12 months of severance pay and medical continuation. The medical continuation will be in the form of COBRA continuation paid by the Company for the first 12 months. You will also be entitled for outplacement assistance for up to six months. Any severance payment, benefits continuation, or outplacement is contingent upon signing a Release and Waiver that will be provided by the Company at the time of termination.
As you know, this understanding is consistent with our current policy. This letter is to assure you that you will receive no less that the current policy provisions stated above, even if the Company severance policy changes during the term of this letter. If the policy is enhanced during the term of this letter of understanding and you are terminated (not for cause); you will be treated under the enhanced policy. This understanding only applies to severance pay, medical coverage, and outplacement and does not guarantee that other policy provisions will not change from time to time in normal course.
If you have any questions, please feel free to call me.
Sincerely,
/s/ Peter Olmsted
Peter Olmsted
4 Tesseneer Drive
Highland Heights, KY 41076-9753
tel 859-572-8000
fax 859-572-8458
www.generalcable.com

 

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