-----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, ICASc0Y6A5omY15Gn8n5sqzop9EqRLkCXP0LIqIjTH6U34j9nfgha5a0O6e+Ss32 EPxWqAqljdozh3BnNLuxGw== 0001157523-10-005391.txt : 20100907 0001157523-10-005391.hdr.sgml : 20100906 20100907083027 ACCESSION NUMBER: 0001157523-10-005391 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100907 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100907 DATE AS OF CHANGE: 20100907 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: 101059027 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 a6417951.htm 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):  September 7, 2010

General Cable Corporation

(Exact name of registrant as specified in its 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)

(Zip Code)

 

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:

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Appointment of Directors

On September 7, 2010, the Board of Directors of General Cable Corporation (the “Corporation”) appointed Mr. Charles G. McClure, Jr. and Mr. Patrick M. Prevost to serve as independent directors of the Corporation until they stand for election at the 2011 Annual Meeting of the Stockholders and until their respective successors are duly appointed and qualified. Mr. McClure and Mr. Prevost will both serve on the Board’s Audit, Compensation and Corporate Governance committees.  

Mr. McClure is the Chairman of the Board, CEO and President of ArvinMeritor, Inc., a publicly traded global supplier of integrated systems, modules and components for commercial vehicle manufacturers, and has held this position since August 2004.  Prior to joining ArvinMeritor, Mr. McClure held a series of senior management positions and served on the board of directors at Federal-Mogul Corporation, a publicly traded global automotive supplier, from January 2001 until July 2004, most recently as Chief Executive Officer. Mr. McClure previously held senior management positions with increasing responsibility at Detroit Diesel Corporation from 1997 until 2001 and Johnson Controls, Inc. from 1983 until 1997.  He is also a director of R.L. Polk, a privately held information provider for the automotive industry.

Mr. Prevost is President and Chief Executive Officer of Cabot Corporation, a publicly traded global specialty chemicals company, and has held this position since January 2008. Mr. Prevost served as President, Performance Chemicals at BASF AG, a publicly traded international chemical company, from October 2005 to December 2007. Prior to that, he was responsible for BASF Corporation’s Chemicals and Plastics business in North America.  Mr. Prevost previously held senior management positions with increasing responsibility at BP Plc from 1999 to 2003 and Amoco Chemicals from 1983 until 1999.

Both newly appointed directors will participate in the Corporation’s non-employee director compensation plans as in effect from time to time, including, without limitation, the payment of retainers. The Compensation Committee approved awards of restricted stock units under the 2005 Stock Incentive Plan to each of the new directors with a value of approximately $25,000 on the grant date, September 8, 2010.

There are no arrangements or understandings pursuant to which Mr. McClure and Mr. Prevost were appointed as directors and there are no related party transactions between the Company and either Mr. McClure or Mr. Prevost.


Item 9.01

Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, furnished as part of this report.  

(d)   Exhibits

99        General Cable Corporation Press Release dated September 7, 2010   


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

 

September 7, 2010

/s/ Robert J. Siverd

Robert J. Siverd

Executive Vice President, General

Counsel and Secretary


INDEX TO EXHIBITS

Exhibit
Number

 

Description

 

99

General Cable Corporation Press Release dated September 7, 2010

EX-99 2 a6417951-ex99.htm EXHIBIT 99

Exhibit 99

General Cable Announces Board of Directors Appointments

HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--September 7, 2010--General Cable Corporation (NYSE: BGC), announced today that its Board of Directors appointed Mr. Charles “Chip” G. McClure, Jr. and Mr. Patrick M. Prevost to serve as independent directors of the Company until they stand for election at the next annual meeting of stockholders in 2011. Mr. McClure and Mr. Prevost will both serve on the Board’s Audit, Compensation and Corporate Governance committees. The addition of Mr. McClure and Mr. Prevost expands the Company’s Board to seven members.

Mr. McClure is the Chairman of the Board, Chief Executive Officer and President of ArvinMeritor, Inc. (NYSE: ARM), and has held this position since August 2004. Prior to joining ArvinMeritor, Mr. McClure held a series of senior management positions and served on the board of directors at Federal-Mogul Corporation, a publicly traded global automotive supplier, from January 2001 until July 2004, most recently as Chief Executive Officer.

Mr. Prevost is President, Chief Executive Officer and a member of the Board of Directors of Cabot Corporation (NYSE: CBT), and has held these position since January 2008. Prior to joining Cabot, Mr. Prevost served as President, Performance Chemicals at BASF AG, a publicly traded international chemical company, from October 2005 to December 2007. Prior to that, he was responsible for BASF Corporation’s Chemicals and Plastics business in North America.

“We are extremely pleased and fortunate to have Chip and Patrick join the General Cable Board of Directors,” said Jack Welsh, Non-Executive Chairman of General Cable. “Each of these individuals brings to our Board of Directors a deep understanding of industrial markets, a record of achievement in international business, a reputation for sound judgment, and strong leadership skills that will complement our Board and benefit both the stockholders and management of General Cable."

“I am delighted to have the benefit of counsel from two active CEO’s running important global industrial companies,” said Gregory B. Kenny, President and Chief Executive Officer of General Cable.

“Chip, a proven leader with strong manufacturing and engineering expertise, brings extensive experience in continuous improvement and lean manufacturing disciplines in the commercial vehicle, automotive and industrial industries, which were early adopters of these disciplines. The continuous reduction of waste through extensive training and practice of Lean principles has been a critical component of General Cable’s strategy for the last decade. At ArvinMeritor, Chip has led the company into global markets, now operating on five continents with locations in 25 countries.”

“Patrick has deep experience and education in material science and chemistry, which are key drivers for General Cable. Over the years, he has run multiple specialty and commodity chemicals businesses around the world. He is a French national with an extensive international background and is fluent in French, German and English. He has worked in Germany, the Netherlands, Switzerland, the United Kingdom as well as the United States. He has also lived in Asia and been instrumental in Cabot’s continued growth in a region that represents more than a third of its revenues,” added Kenny.

The Board was advised in this search by Thames Fulton and the Heidrick & Struggles team.

General Cable (NYSE:BGC), a Fortune 500 Company, 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. For more information about General Cable visit our website at www.generalcable.com.

ArvinMeritor, Inc. (NYSE:ARM), is a recognized leader in providing advanced drivetrain, mobility, braking and aftermarket solutions for the global commercial vehicle and industrial markets. The company recently celebrated its 100-year anniversary. ArvinMeritor’s global headquarters is in Troy, Michigan.


Cabot Corporation (NYSE:CBT), headquartered in Boston, Massachusetts, is a global specialty chemicals and performance materials company. Cabot’s major products are carbon black, capacitor materials, fumed silica, cesium formate drilling fluids, inkjet colorants and aerogels. The Company's website address is: http://www.cabot-corp.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, risks, and uncertainties are more fully discussed in the Company's Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2010, as well as periodic reports filed with the Commission.

CONTACT:
General Cable Corporation
Len Texter, 859-572-8684
Manager, Investor Relations

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