-----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, GosZEigYKCyLC0+6kHPEcwl3AhXdByU47u68M4tCsUdyAKrgcjOdmUMhOmuHS56E AmDZG5IUCQjzmoOdM9XRpw== 0000950152-97-005298.txt : 19970724 0000950152-97-005298.hdr.sgml : 19970724 ACCESSION NUMBER: 0000950152-97-005298 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970723 SROS: NONE 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: 311351333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12983 FILM NUMBER: 97644061 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 6065728000 11-K 1 GENERAL CABLE CORP. SAVINGS PLAN/HOURLY 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 --------------------------------- A. Full Title of the Plan and the address of the Plan: GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES 4 Tesseneer Drive Highland Heights, Kentucky 41076 B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: GENERAL CABLE CORPORATION 4 Tesseneer Drive Highland Heights, Kentucky 41076 2 REQUIRED INFORMATION The following financial statements for the General Cable Corporation Savings Plan for Hourly Employees are attached hereto as Annex I: INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits, December 31, 1996 Statement of Net Assets Available for Benefits, December 31, 1995 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 Notes to Financial Statements SUPPLEMENTAL SCHEDULE - Schedule of Assets Held for Investment (Item 27a of Form 5500), December 31, 1996 SUPPLEMENTAL SCHEDULES OMITTED Certain of the Plan's assets are invested in the General Cable Corporation Master Defined Contribution Trust. Therefore, schedules of investments held at December 31, 1996 and of reportable transactions of the Master Trust for the year ended December 31, 1996 have been certified by the Master Trustee and have been separately filed with the Department of Labor. Other supplemental schedules not filed herewith are omitted because of the absence of conditions under which they are required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Also attached hereto as Exhibit 23 is the consent of Deloitte & Touche LLP, independent auditors. 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES Date: July 23, 1997 By: /s/ Robert J. Siverd ------------------------------- Name: Robert J. Siverd ----------------------------- Title: Member, Retirement Plans Finance Committee 4 ANNEX I GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES TABLE OF CONTENTS - --------------------------------------------------------------------------------
Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits, December 31, 1996 2 Statement of Net Assets Available for Benefits, December 31, 1995 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 5 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULE - Schedule of Assets Held for Investment (Item 27a of Form 5500), December 31, 1996 10 SUPPLEMENTAL SCHEDULES OMITTED
Certain of the Plan's assets are invested in the General Cable Corporation Master Defined Contribution Trust. Therefore, schedules of investments held at December 31, 1996 and of reportable transactions of the Master Trust for the year ended December 31, 1996 have been certified by the Master Trustee and have been separately filed with the Department of Labor. Other supplemental schedules not filed herewith are omitted because of the absence of conditions under which they are required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 5 DELOITTE & TOUCHE LLP - -------------------------------------------------------------------------------- 250 East Fifth Street Telephone:(513) 784-7100 P.O. Box 5340 Cincinnati, Ohio 45201-5340 INDEPENDENT AUDITORS' REPORT To the Trustees and Participants of General Cable Corporation Savings Plan for Hourly Employees: We have audited the accompanying statements of net assets available for benefits of the General Cable Corporation Savings Plan for Hourly Employees ("the Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental schedules and supplemental information by fund is the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE LLP June 27, 1997 - --------------- DELOITTE TOUCHE TOHMATSU INTERNATIONAL - --------------- 6 GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND -------------------------------------------------- NB SHORT- INTERMEDIATE NB EQUITY NB GOVERNMENT INCOME TREASURY LOAN FUND FUND FUND FUND TOTAL ASSETS: Investment in General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4) $234,177 $721,247 $215,935 $1,171,359 Contributions receivable 5,920 15,701 4,118 25,739 Loans to participants (Note 1) $23,888 23,888 -------- -------- -------- ------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $240,097 $736,948 $220,053 $23,888 $1,220,986 ======== ======== ======== ======= ==========
See notes to financial statements. - 2 - 7 GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1995 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------ NB SHORT- INTERMEDIATE NB EQUITY NB GOVERNMENT INCOME TREASURY LOAN FUND FUND FUND FUND TOTAL ASSETS: Investment in General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4) $125,447 $295,979 $126,677 $548,103 Contributions receivable 3,931 9,912 3,247 17,090 Loans to participants (Note 1) $5,319 5,319 -------- -------- -------- ------ -------- NET ASSETS AVAILABLE FOR BENEFITS $129,378 $305,891 $129,924 $5,319 $570,512 ======== ======== ======== ====== ========
See notes to financial statements. - 3 - 8 GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
Supplemental Information by Fund ---------------------------------------------------- NB Short- Intermediate NB Equity NB Government Income Treasury Loan Fund Fund Fund Fund Total INCREASES: Employee contributions (Note 3) $122,833 $335,738 $ 95,350 $ 553,921 Equity in net earnings of the General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4) 5,844 90,946 7,820 $ 735 105,345 -------- -------- -------- ------- ---------- Total increase 128,677 426,684 103,170 735 659,266 -------- -------- -------- ------- ---------- DECREASES - Distributions to participants (Note 3) 918 4,438 2,515 921 8,792 -------- -------- -------- ------- ---------- INTERFUND TRANSFERS (17,040) 8,811 (10,526) 18,755 0 -------- -------- -------- ------- ---------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 110,719 431,057 90,129 18,569 650,474 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 129,378 305,891 129,924 5,319 570,512 -------- -------- -------- ------- ---------- End of year $240,097 $736,948 $220,053 $23,888 $1,220,986 ======== ======== ======== ======= ==========
See notes to financial statements. - 4 - 9 GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------ NB SHORT- INTERMEDIATE NB EQUITY NB GOVERNMENT INCOME TREASURY LOAN FUND FUND FUND FUND TOTAL INCREASES: Employee contributions (Note 3) $ 82,405 $169,168 $ 83,113 $334,686 Equity in net earnings of the General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4,5) 8,115 40,352 4,176 52,643 -------- -------- -------- ------ -------- Total increase 90,520 209,520 87,289 387,329 -------- -------- -------- ------ -------- DECREASES - Distributions to participants (Note 3) 328 2,226 310 2,864 -------- -------- -------- ------ -------- INTERFUND TRANSFERS (5,460) 825 (684) $5,319 -------- -------- -------- ------ -------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 84,732 208,119 86,295 5,319 384,465 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 44,646 97,772 43,629 186,047 -------- -------- -------- ------ -------- End of year $129,378 $305,891 $129,924 $5,319 $570,512 ======== ======== ======== ====== ========
See notes to financial statements. - 5 - 10 GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The assets of the Plan are maintained in the General Cable Corporation Master Defined Contribution Trust ("Master Trust"). This description of the Plan is provided for general information only. Participants should refer to the Summary Plan Description for more information. GENERAL - The General Cable Corporation Savings Plan for Hourly Employees (the "Plan") is a defined contribution plan consisting primarily of the following components: the Before-Tax Savings Account which accumulates the participant's share of the trust funds attributable to participant contributions and the Rollover Contribution Account which represents the participant's share of the trust funds attributable to the rollover of their accrued benefits from previous employer qualified retirement plans. The Plan was created on January 1, 1994. The purpose of the Plan is to provide eligible employees with an opportunity to save on a regular basis and thereby accumulate capital for their retirement years. Contributions and earnings accumulate tax free until withdrawn from the Plan. The Plan is intended to comply with the provisions of Sections 401(a) and 401(k) of the Internal Revenue Code, and the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). PARTICIPATION - Hourly employees of the Bonham, Texas plant, the Monticello, Illinois plant, the Manchester, New Hamphshire plant, the Kenly, North Carolina plant, the Sanger, California plant, the Plano, Texas plant, the Cass City, Michigan plant and the Watkinsville, Georgia plant of General Cable Corporation (the "Company") are eligible to participate in the Plan following completion of one year of service. Participation in the Plan is voluntary. Separate participant accounts are maintained and participants can choose from among the following investment funds within the Master Trust (Fund descriptions have been provided by the Trustee of the Plan or the Plan Administrator): * NATIONSBANK SHORT-INTERMEDIATE GOVERNMENT FUND - Invests principally in bonds issued by the U.S. Government, its agencies and instrumentalities. It is structured to have an average weighted maturity of less than five years. * NATIONSBANK EQUITY INCOME FUND - Invests in common stocks and convertible securities. * NATIONSBANK TREASURY FUND - Invests in obligations both issued and guaranteed by the U.S. Treasury and repurchase agreements secured by such obligations. Maturities are limited to thirteen months or less. The Plan also has a Loan Fund provision from which loans to participants are permitted at an interest rate equal to the prime rate plus 1%. The amount borrowed may not exceed, as of the date of the loan, the lesser of one half the participant's vested amount in the Plan or $50,000. The interest rate on loans outstanding at December 31, 1996 is 9.25% and the loans mature from 1997 to 1999. - 6 - 11 2. SIGNIFICANT ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: * Investments are generally valued on the basis of the quoted market value. * Security transactions are recorded on the trade date. * Income from investments is recognized when earned. USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. PARTICIPANTS' ACCOUNTS AND BENEFITS CONTRIBUTIONS - Employees who are eligible to participate in the Plan may make a Before-Tax Savings Account contribution up to 13% of their compensation subject to an overall limitation. ROLLOVERS - A participant may at any time make a rollover contribution to the Plan if satisfactory evidence that the amount qualifies as a "Rollover Contribution" as defined in the Internal Revenue Code is provided. VESTING - Participants' contributions are fully vested. BENEFIT PAYMENTS - Upon retirement or other termination of employment, a participant's account balance less any amounts necessary to repay participant loans may be distributed to the participant, or in the case of death to a designated beneficiary, in a lump-sum distribution. WITHDRAWALS - Once the participant has attained the age of 59-1/2, all or part of their rollover contribution account and Before-Tax Savings Account may be withdrawn without penalty. The full value of the Rollover Contribution Account may be transferred to another IRC Qualified Plan before age 59-1/2 without penalty. 4. INVESTMENTS The Plan's investment in the Master Trust consists of an interest in a commingled employee benefit trust administered by the Company's Retirement Plans Finance Committee with NationsBank as trustee. The assets of the various retirement plans of the Company are commingled for investment purposes; however, the trustee accounts for changes in net assets of the Master Trust for each plan. The Master Trust is presented at fair value based on the market value of the investments of the Master Trust. Market values are generally determined by the quoted closing price of the securities on the last business day of the period. Income from investments is recognized when earned. The cost of investments sold is determined by the average cost method. - 7 - 12 Net assets and changes in net assets of the Master Trust are:
DECEMBER 31, DECEMBER 31, NET ASSETS, AT FAIR VALUE 1996 1995 Noninterest-bearing cash $ 5,094 Corporate common stocks $ 1,837,805 3,055,472 Loans to participants 2,376,341 2,298,743 Value of interest in registered mutual funds 50,559,703 44,539,169 Other receivables 138,402 18 ----------- ---------- Total net assets $54,912,251 $49,898,496 =========== ===========
YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, CHANGES IN NET ASSETS 1996 1995 Deposits by participating plans $ 5,561,993 $ 5,291,476 Withdrawals by participating plans (6,929,470) (5,920,892) Increase from investment activities 6,381,232 8,411,872 ----------- ----------- Total change in net assets 5,013,755 7,782,456 Beginning of year net assets 49,898,496 42,116,040 ----------- ----------- End of year net assets $54,912,251 $49,898,496 =========== =========== Plan's investment in Master Trust $ 1,171,359 $ 548,103 =========== =========== Plan's investment in Master Trust as a percent of total 2.13% 1.10% ==== ====
Equity in the net earnings of the Master Trust at NationsBank is allocated to participating plans and participants daily. 5. PLAN TERMINATION The Company expects to continue the Plan indefinitely, but reserves the right to terminate it by duly adopted written resolution of the Board of Directors of the Company. In the event of termination, the plan assets will be allocated to provide benefits to participants as set forth in the Plan, or as otherwise required by law. 6. TAX STATUS The Plan obtained a determination letter on October 24, 1994, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC as of December 31, 1996 in 1995. 7. TRANSACTIONS WITH RELATED PARTIES All administrative costs of the Plan are paid by the Company, for which no fees are charged to the Plan. - 8 - 13 8. CHANGE IN CONTROL OF PLAN SPONSOR During May, 1997 the sole shareholder of the Company sold approximately 80% of their ownership interest through an initial public offering of the stock of the Company. * * * * * * - 9 - 14 GENERAL CABLE CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT (ITEM 27A OF FORM 5500) DECEMBER 31, 1996 - --------------------------------------------------------------------------------
IDENTITY OF ISSUE, BORROWER, FAIR LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE Participant loans 18 loans with maturities ranging from May 1997 to December 1999 and interest rates of 9.25% $ - $23,888 ========= ========
Note: The remaining net assets of the Plan are held in the General Cable Corporation Master Defined Contribution Trust. - 10 - EX-23 2 EXHIBIT 23 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement relating to 25,000 shares of Common Stock of General Cable Corporation on Form S-8 of our report dated June 27, 1997 appearing in this annual report on Form 11-K of the General Cable Corporation Savings Plan for Hourly Employees for the year ended December 31, 1996. /s/ DELOITTE & TOUCHE LLP Cincinnati, Ohio July 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----