-----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, WxK4Bl4ky5H33pyJXhhxJoK08yEIR63MafGDmBZa2B7bOifcWJkpADcEuLAaxjNp PBy9HZXBMvKJa81is8i7NQ== 0000950152-97-005299.txt : 19970724 0000950152-97-005299.hdr.sgml : 19970724 ACCESSION NUMBER: 0000950152-97-005299 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: 97644063 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 6065728000 11-K 1 GENERAL CABLE CORPORATION FORM 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 RETIREMENT AND SAVINGS PLAN 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 Retirement and Savings Plan 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 RETIREMENT AND SAVINGS PLAN Date: July 23, 1997 By: /s/ Robert J. Siverd ---------------------------------------------- Name: Robert J. Siverd -------------------------------------------- Title: Member, Retirement Plans Finnance Committee ------------------------------------------- 4 ANNEX I GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN 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 12 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 Retirement and Savings Plan: We have audited the accompanying statements of net assets available for benefits of the General Cable Corporation Retirement and Savings Plan ("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 RETIREMENT AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 - -------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------ AMERICAN NB SHORT- FINANCIAL INTERMEDIATE NB CAPITAL NB EQUITY GROUP STOCK GOVERNMENT GROWTH INCOME FUND FUND FUND FUND ASSETS: Investment in General Cable: Corporation Master Defined Contribution Trust (Notes 1,2,4) $1,837,805 $6,083,563 $9,141,259 $9,165,942 Contributions receivable (Note 3) 15,705 23,765 20,901 ---------- ---------- ---------- ---------- Total assets 1,837,805 6,099,268 9,165,024 9,186,843 LIABILITIES - Contributions payable to employees (Note 7) 18,006 25,208 22,807 ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,837,805 $6,081,262 $9,139,816 $9,164,036 ========== ========== ========== ========== SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------- NB STRATEGIC NB EQUITY FIXED NB INDEX INCOME TREASURY LOAN FUND FUND FUND FUND TOTAL ASSETS: Investment in General Cable: Corporation Master Defined Contribution Trust (Notes 1,2,4) $11,990,771 $5,068,239 $7,938,570 $2,352,453 $53,578,602 Contributions receivable (Note 3) 26,315 12,682 13,295 112,663 ----------- ---------- ---------- ---------- ----------- Total assets 12,017,086 5,080,921 7,951,865 2,352,453 53,691,265 LIABILITIES - Contributions payable to employees (Note 7) 26,408 16,805 10,803 120,037 ----------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $11,990,678 $5,064,116 $7,941,062 $2,352,453 $53,571,228 =========== ========== ========== ========== ===========
See notes to financial statements. - 2 - 7 GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1995 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------- AMERICAN NB SHORT- FINANCIAL INTERMEDIATE NB CAPITAL NB EQUITY GROUP STOCK GOVERNMENT GROWTH INCOME FUND FUND FUND FUND ASSETS: Investment in General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4) $1,784,101 $5,922,438 $7,612,433 $7,197,027 Investment in insurance company general account (unallocated contracts) (Notes 1,2,5) Cash Contributions receivable (Note 3) 17,062 14,799 Receivable from General Cable Corporation Group Retirement and Savings Plan 13,244 ---------- ---------- ---------- ---------- Total assets 1,784,101 5,935,682 7,629,495 7,211,826 LIABILITIES - Payable to General Cable Corporation ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,784,101 $5,935,682 $7,629,495 $7,211,826 ========== ========== ========== ========== SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------- NB STRATEGIC NB EQUITY FIXED NB INDEX INCOME TREASURY TRAVELERS LOAN FUND FUND FUND CONTRACT FUND TOTAL ASSETS: Investment in General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4) $9,512,032 $5,543,329 $8,105,305 $2,293,424 $47,970,089 Investment in insurance company general account (unallocated contracts) (Notes 1,2,5) $1,476,418 1,476,418 Cash 41,039 41,039 Contributions receivable (Note 3) 17,646 11,129 12,644 73,280 Receivable from General Cable Corporation Group Retirement and Savings Plan 13,244 ---------- ---------- ---------- ---------- ---------- ----------- Total assets 9,529,678 5,554,458 8,117,949 1,517,457 2,293,424 49,574,070 LIABILITIES - Payable to General Cable Corporation 246,086 246,086 ---------- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $9,529,678 $5,554,458 $8,117,949 $1,271,371 $2,293,424 $49,327,984 ========== ========== ========== ========== ========== ===========
See notes to financial statements. - 3 - 8 GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------- AMERICAN NB SHORT- FINANCIAL INTERMEDIATE NB CAPITAL NB EQUITY NB EQUITY GROUP STOCK GOVERNMENT GROWTH INCOME INDEX FUND FUND FUND FUND FUND INCREASES: Contributions (Note 3): Employee $ 387,950 $ 527,190 $ 478,113 $ 563,396 Employer 291,200 414,153 355,721 451,010 Other 14,394 60,777 26,790 44,890 ---------- ---------- ---------- ---------- ----------- Total 693,544 1,002,120 860,624 1,059,296 Equity in net earnings of the General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4) $ 397,507 156,965 1,397,805 1,487,789 2,183,478 Other investment income (Notes 2,4) ---------- ---------- ---------- ---------- ----------- Total increases 397,507 850,509 2,399,925 2,348,413 3,242,774 ---------- ---------- ---------- ---------- ----------- DECREASES: Distributions to participants (Note 3) 250,495 856,805 1,098,494 855,041 1,416,779 Other disbursements 5,434 3,260 2,755 1,116 ---------- ---------- ---------- ---------- ----------- Total decreases 250,495 862,239 1,101,754 857,796 1,417,895 ---------- ---------- ---------- ---------- ----------- INTERFUND TRANSFERS (93,308) 157,310 212,150 461,593 636,121 ---------- ---------- ---------- ---------- ----------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 53,704 145,580 1,510,321 1,952,210 2,461,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,784,101 5,935,682 7,629,495 7,211,826 9,529,678 ---------- ---------- ---------- ---------- ----------- End of year $1,837,805 $6,081,262 $9,139,816 $9,164,036 $11,990,678 ========== ========== ========== ========== =========== SUPPLEMENTAL INFORMATION BY FUND ----------------------------------------------------------------- NB STRATEGIC FIXED INCOME NB TREASURY TRAVELERS LOAN FUND FUND CONTRACT FUND TOTAL INCREASES: Contributions (Note 3): Employee $ 341,786 $ 227,164 $ 2,525,599 Employer 221,741 416,522 2,150,347 Other 8,756 56,482 212,089 ---------- ---------- ----------- Total 572,283 700,168 4,888,035 Equity in net earnings of the General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4,5) 57,495 360,229 $ 172,775 6,214,043 Other investment income (Notes 2,4) $ 61,844 61,844 ---------- ---------- ---------- ---------- ----------- Total increases 629,778 1,060,397 61,844 172,775 11,163,922 ---------- ---------- ---------- ---------- ----------- DECREASES: Distributions to participants (Note 3) 1,032,802 997,880 186,502 205,731 6,900,529 Other disbursements 1,641 5,943 20,149 ---------- ---------- ---------- ---------- ----------- Total decreases 1,034,443 1,003,823 186,502 205,731 6,920,678 ---------- ---------- ---------- ---------- ----------- INTERFUND TRANSFERS (85,677) (233,461) (1,146,713) 91,985 ---------- ---------- ---------- ---------- ----------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (490,342) (176,887) (1,271,371) 59,029 4,243,244 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 5,554,458 8,117,949 1,271,371 2,293,424 49,327,984 ---------- ---------- ---------- ---------- ----------- End of year $5,064,116 $7,941,062 $ $2,352,453 $53,571,228 ========== ========== ========== ========== ===========
See notes to financial statements. - 4 - 9 GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
Supplemental Information by Fund ----------------------------------------------------------------------------- American NB Short- Financial Intermediate NB Capital NB Equity NB Equity Group Stock Government Growth Income Index Fund Fund Fund Fund Fund INCREASES: Contributions (Note 3): Employee $ 390,842 $ 523,012 $ 467,115 $ 498,500 Employer 311,382 422,654 348,097 425,961 Other 1,579 11,402 6,795 14,606 ---------- ---------- ---------- ---------- ---------- Total 703,803 957,068 822,007 939,067 Equity in net earnings of the General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4,5) $ 361,290 736,630 1,676,526 1,599,600 2,574,527 Other investment income (Notes 2,4) ---------- ---------- ---------- ---------- ---------- Total increases 361,290 1,440,433 2,633,594 2,421,607 3,513,594 ---------- ---------- ---------- ---------- ---------- DECREASES: Distributions to participants (Note 3) 187,351 895,105 570,222 644,715 869,765 Other disbursements 25 4,621 803 2,870 1,129 ---------- ---------- ---------- ---------- ---------- Total decreases 187,376 899,726 571,025 647,585 870,894 ---------- ---------- ---------- ---------- ---------- INTERFUND TRANSFERS (203,709) (254,467) (216,177) (218,096) 348,574 ---------- ---------- ---------- ---------- ---------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (29,795) 286,240 1,846,392 1,555,926 2,991,274 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,813,896 5,649,442 5,783,103 5,655,900 6,538,404 ---------- ---------- ---------- ---------- ---------- End of year $1,784,101 $5,935,682 $7,629,495 $7,211,826 $9,529,678 ========== ========== ========== ========== ==========
Supplemental Information by Fund ------------------------------------------------------------------------ NB Strategic Fixed Income NB Treasury Travelers Loan Fund Fund Fund Fund Total INCREASES: Contributions (Note 3): Employee $ 378,645 $ 263,891 $ 2,522,005 Employer 251,153 239,671 1,998,918 Other 8,928 913 44,223 ---------- ---------- ---------- ---------- ----------- Total 638,726 504,475 4,565,146 Equity in net earnings of the General Cable Corporation Master Defined Contribution Trust (Notes 1,2,4,5) 830,450 473,910 8,252,933 Other investment income (Notes 2,4) 61,140 $ 102,204 163,344 ---------- ---------- ---------- ---------- ----------- Total increases 1,469,176 1,039,525 102,204 12,981,423 ---------- ---------- ---------- ---------- ----------- DECREASES: Distributions to participants (Note 3) 516,186 1,521,094 197,656 $ 272,679 5,674,773 Other disbursements 3,133 5,694 18,275 ---------- ---------- ---------- ---------- ----------- Total decreases 519,319 1,526,788 197,656 272,679 5,693,048 ---------- ---------- ---------- ---------- ----------- INTERFUND TRANSFERS (78,025) 244,033 (23,629) 401,496 ---------- ---------- ---------- ---------- ----------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 871,832 (243,230) (119,081) 128,817 7,288,375 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 4,682,626 8,361,179 1,390,452 2,164,607 42,039,609 ---------- ---------- ---------- ---------- ----------- End of year $5,554,458 $8,117,949 $1,271,371 $2,293,424 $49,327,984 ========== ========== ========== ========== ===========
See notes to financial statements. - 5 - 10 GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN 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"). The following brief 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 Retirement and Savings Plan (the "Plan") is a defined contribution plan of General Cable Corporation (the "Company") consisting primarily of the following components: the Savings Account which accumulates the participant's share of the trust funds attributable to participant contributions (after tax contributions and before tax deferrals); the Retirement Account which accumulates the participant's share of the trust funds attributable to the Company's discretionary contributions allocated to participants based on compensation; Matching Contribution Account which accumulates the participant's share of the trust funds attributable to Company matching contributions; the Retirement Rollover Account which represents the participant's share of the trust funds attributable to the rollover of their accrued benefits under former retirement plans; and the Pre-Spinoff Account which maintains the participant's share in the trust fund attributable to Company contributions made to plans prior to the spinoff from American Premier Underwriters, Inc. in July 1992. 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. 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 - Generally, employees of the Company or a participating company as defined by the Plan, other than those included in a collective bargaining unit and covered by an agreement between the Company and such unit, are eligible to participate in the Plan upon completion of one year of service. Participation in the Plan is voluntary as to the Savings Account and automatic as to the Matching Contribution and Retirement Accounts. Separate participant accounts are maintained and participants can choose from among the following investment funds within the Master Trust except the American Financial Group Stock Fund, which was carried forward from prior plans and is no longer available, and the Travelers Group Flexible Annuity Contract which matured during 1996 and was not renewed. The Investment Fund descriptions have been provided by the trustee of the Plan or the plan administrator. * AMERICAN FINANCIAL GROUP STOCK FUND - Invests principally in the common stock of American Financial Group. * 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. - 6 - 11 * NATIONSBANK CAPITAL GROWTH FUND - Invests in stocks which, in the opinion of the fund manager, have superior growth characteristics, selling at reasonable prices, that should outperform the market over time and focuses on companies with both above average growth potential and solid financial statements. * NATIONSBANK EQUITY INCOME FUND - Invests in common stocks and convertible securities that together, in the opinion of the fund manager, exhibit a 50% higher current yield relative to the Standard and Poor's 500 Stock Index. * NATIONSBANK EQUITY INDEX FUND - Invests principally in stocks included in the Standard and Poor's 500 Stock Index. * NATIONSBANK STRATEGIC FIXED INCOME FUND - Invests principally in a mix of investment grade (BBB or better) corporate, government, and mortgage backed securities. It is structured to have an average weighted maturity of 10 years or less. * 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. * TRAVELERS GROUP FLEXIBLE ANNUITY CONTRACT - Consists of insurance contracts which provide a guaranteed rate of interest for a specified period of time (1996: 7.3%, 1995: 5.9%). The Plan also has a Loan Fund 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 100% of the participant's vested Savings Account, Rollover Contribution Account, and Matching Contribution Account, not to exceed $50,000. The interest rate on loans outstanding at December 31, 1996 ranges from 7% to 10% and mature from 1997 to 2011. The interest rate on loans outstanding at December 31, 1995 ranged from 9.5% to 10% and matured from 1996 to 2004. 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. GUARANTEED INVESTMENT CONTRACTS - During 1995, the Plan had invested in a Guaranteed Investment Contract (GIC) with Travelers Group. This contract matured on September 17, 1996. Management estimates the fair value to approximate amortized cost reported in the financial statements at December 31, 1995. 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 - 7- 12 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 - The Company may elect to make a Retirement Account contribution to Plan participants who have accumulated 1,000 or more service hours for the year. The Retirement Account contribution, which totaled $1,511,861 and $1,608,650 for the years ended December 31, 1996 and 1995, respectively, is determined at the discretion of the Board of Directors. The Retirement Account contribution is allocated to participants based on the participant's total compensation (wages, salaries and other amounts paid for personal services actually rendered, periodic continuation payments, any amounts paid in lieu of unused vacation days, and short-term disability payments). 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. The Company may elect to match a percentage of each participant's before tax compensation contribution to the Savings Account. This matching contribution percentage is determined at the discretion of the Board of Directors. Company matching contributions totaled $638,486 and $390,268 for the years ended December 31, 1996 and 1995, respectively. In addition, participants may make unmatched contributions up to 10% of their compensation on an after-tax basis which is also subject to an overall limitation. The increase or decrease in the net assets of the Plan is allocated on the basis of participant account balances in each of the funds. 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 and the rollover does not impose a substantial administrative burden on the Plan. VESTING - Participants' contributions are fully vested. The Company's matching contributions are vested based upon completed years of service (as defined by the Plan) as follows:
Vested Completed Years of Service Percentage Less than 1 0% 1 but less than 2 25% 2 but less than 3 50% 3 but less than 4 75% 4 or more 100%
The Company's contributions to a participant's Retirement Account and pre-spinoff Company Retirement Account contributions included in the prior plan accounts become vested based on their completed years of service (as defined by the Plan) as follows:
Vested Completed Years of Service Percentage Less than 3 0% 3 but less than 4 20% 4 but less than 5 40% 5 but less than 6 60% 6 but less than 7 80% 7 or more 100%
- 8 - 13 In the event of death, disability, attainment of age 65, or attainment of age 55 and five years of service, Company contributions become fully vested. BENEFIT PAYMENTS - Upon retirement or other termination of employment, a participant's vested account balance less any amount 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, by purchase of a single life or joint and survivor annuity, by transfer to the Company's Retirement Income Guarantee Plan (a defined benefit plan) to be paid from such plan in the form as may be available under such plan, or other method as defined in the Plan. The distribution is made as soon as practicable after the valuation date following the participant's termination of employment. The valuation date is the last business day of each calendar year or such more frequent dates as the Retirement Plans Administrative Committee may from time to time designate. WITHDRAWALS - The portion of a participant's account attributable to participant pre-tax contributions and vested pre-spinoff matching contributions may be withdrawn at any time without penalty once the participant has attained the age 59-1/2. Participant after-tax contributions may be withdrawn up to two times per year once the participant has attained the age of 59-1/2. Certain other account balances may be withdrawn prior to termination of employment if the participant qualifies for financial hardship, as defined by the Plan. However, in no event is a participant permitted to withdraw any portion (whether or not vested) of their Retirement Account or their Retirement Rollover Account prior to termination of employment. Net assets available for benefits include amounts allocated to accounts of persons who have withdrawn from participation in the Plan of $1,224,039 and $1,222,583 at December 31, 1996 and 1995, respectively. FORFEITURES - Upon a participant's termination from the Company, Company contributions which are not vested are used to reduce future Company contributions to the Plan. 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. - 9 - 14 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 $ 53,578,602 $ 47,970,089 ============= ============= Plan's investment in Master Trust as a percent of total 97.87% 98.90%
Equity in the net earnings of the Master Trust at NationsBank are 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 assets of the Plan credited to each participant's account become fully vested and non-forfeitable, and 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 its latest determination letter on April 6, 1995, 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 has been amended since receiving the determination letter; however, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC and the Plan was qualified and the related trust was tax-exempt as of the financial statement date. Therefore, no provision for income taxes has been included in the Plan's financial statements. - 10 - 15 7. CONTRIBUTIONS PAYABLE TO EMPLOYEES Due to the Plan failing a nondiscrimination test in the current year, the Plan will remit all excess contributions to employees and all related penalties as determined by the IRS, will be paid independently of the Plan within the subsequent year. 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. * * * * * * - 11 - 16 GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN 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 292 loans with maturities ranging from January 1997 to August 2010 and interest rates ranging from 7% - 10% $ - $2,352,453 ============= ==========
Note: The remaining net assets of the Plan are held in the General Cable Corporation Master Defined Contribution Trust. - 12 - EX-23 2 EXHIBIT 23 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement relating to 50,000 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 Retirement and Savings Plan for the year ended December 31, 1996. /s/ DELOITTE & TOUCHE LLP Cincinnati, Ohio July 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----