8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 18, 2012

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))

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K (the “Current Report”) of General Cable Corporation, a Delaware corporation (the “Company”), 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.  These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters.  Forward-looking statements can generally be identified as statements containing the words “believe,” “expect,” “may,” “could,” “anticipate,” “intend,” “should,” “estimate,” “project,” “will,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words.  In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which the Company has no control.  These risks, uncertainties, and factors specific to the Alcan Cable acquisition include, but are not limited to: (1) the occurrence of any event, change or other circumstance that would result in the termination or delay of the proposed Alcan Cable acquisition, (2) the inability to complete the proposed acquisition due to the failure of the Company or Alcan Cable to satisfy any of the conditions to the closing of the acquisition, including the failure to obtain necessary regulatory approvals, (3) the risk that the proposed acquisition could disrupt the plans and operations of the Company, Alcan Cable or both and the potential difficulties of employee retention as a result of the acquisition, and (4) the risk that the Company may not realize the expected financial and other benefits from the proposed acquisition. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the risk factors described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2012, as well as any current and periodic reports filed with the SEC subsequent to such date.  Forward looking statements reflect the views and assumptions of management as of the date of this Current Report with respect to future events.  The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors.  The inclusion of any statement in this Current Report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2012, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Rio Tinto Alcan Inc., a corporation organized under the Canada Business Corporations Act (“RTA”), Alcan Asia Limited, a company limited by shares organized under the laws of Hong Kong (“Alcan Asia”), and Alcan Corporation, a Texas corporation (“Alcan Corp.” and, collectively with RTA and Alcan Asia, the “Sellers”).

Pursuant to the Purchase Agreement, the Company agreed to acquire the Sellers’ worldwide wire and cable business (the “Business”) for an aggregate cash purchase price of $185 million (the “Purchase Price”), subject to adjustment as provided in the Purchase Agreement (the “Transaction”).  The Transaction is structured as a stock purchase of entities in the United States, Hong Kong, China and Mexico and as a purchase of assets in Canada.  The closing with respect to the portion of the Business operated in the United States, Canada and Mexico (the “North America Closing”) will occur on or before the closing with respect to the portion of the Business operated in China (the “China Closing” and, collectively with the North America Closing, the “Closing”).

The Purchase Agreement provides that the Purchase Price may be increased or decreased.  The Purchase Price will be decreased by the amount of net indebtedness (borrowed money, capital leases and guaranties, but excluding intracompany debt) and net intracompany indebtedness (intracompany debt less intracompany assets) remaining in the Business as of the Closing.  In addition, the Purchase Price will be increased or decreased by the difference between the North America working capital and the China working capital each in comparison to target levels of working capital.

The Company and the Sellers have made customary representations and warranties in the Purchase Agreement and have agreed to customary covenants, including the Sellers’ covenant regarding operation of the Business prior to the Closing and the Sellers’ covenant prohibiting the Sellers, their affiliates and their representatives from soliciting, or providing confidential information or entering into discussions with respect to, alternative transactions.

The Transaction does not require the approval of the Company’s stockholders and is not conditioned on receipt of financing by the Company.  The Transaction is subject to customary closing conditions, including, among others, the absence of certain legal impediments to consummation of the Transaction and competition law filings with governmental authorities.  In the Purchase Agreement, the Sellers have agreed to a three year covenant not to compete that prevents them during that period from establishing, owning, operating, financing, or controlling a business in the United States, Canada, Mexico or the People’s Republic of China that competes with the Business, subject to certain exceptions and limitations, including, among others, making non-control investments in public companies engaging in a competing Business and engaging in a competing Business if the competing Business was conducted on May 18, 2012 by the Sellers or their controlled affiliates.

The Purchase Agreement may be terminated by the Company or the Sellers, other than due to the failure of the terminating party to fulfill its or their obligations under the Purchase Agreement, if the Closing of the Transaction shall not have taken place on or before July 17, 2012, subject to extension to January 13, 2013 (the “Long-stop Date”) if required regulatory approvals have not been obtained.  The Long-stop Date is subject to further extension to March 14, 2013 as a result of requirements imposed by a governmental authority.  The North America Closing is a condition to the China Closing.  As a result, the Long-stop Date may be extended to May 17, 2013 with respect to the China Closing if the conditions to the China Closing have been satisfied prior to the conditions to the North America Closing having been satisfied and the delay in the China Closing causes the resubmission of filings and documents related to the regulatory approval of the China Closing.  The Purchase Agreement may be terminated by the Company or the Sellers if the non-terminating party has breached its obligations under the Purchase Agreement and also in the event of other customary termination events.  The Company will be required to pay the Sellers a reverse termination fee of approximately 5.7% of the Purchase Price for a failure to receive regulatory approvals for the North America Closing that would not result in a significant detriment to the Company.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

Item 8.01 Other Events.

On May 21, 2012, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.  The information being furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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)            The Exhibit furnished in this report is listed in the Index to Exhibits.  

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
May 21, 2012	/s/ Robert J. Siverd
	Robert J. Siverd
	Executive Vice President, General
	Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description	Method of Filing
99.1	General Cable Corporation Press Release dated May 21, 2012	Furnished
		Herewith

EX-99.1

Exhibit 99.1

General Cable Corporation to Acquire Alcan Cable, the Wire and Cable Business of Rio Tinto plc

HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--May 21, 2012--General Cable Corporation (NYSE: BGC) (the Company) announced today that it has agreed to acquire Alcan Cable, the wire and cable business of Rio Tinto plc (Rio Tinto) (LSE: RIO). The purchase price is $185 million in cash, subject to customary adjustments primarily related to working capital levels at closing as provided in the definitive purchase agreement. The Company expects to use its Asset Based Revolving Credit Facility to principally fund the transaction. The transaction is expected to close in the second half of 2012, subject to receipt of regulatory approval.

Alcan Cable employs approximately 1,050 associates in its aluminum cable manufacturing and distribution facilities servicing the energy and construction markets in the United States, Canada, Mexico, and China. In 2011, Alcan Cable reported operating margins in the low single digit range. On an annual basis, the Company estimates the acquisition will contribute approximately $650-700 million in revenues at current metal prices. Over a cycle, Alcan Cable’s operating margin profile is expected to be consistent with the Company’s existing North American businesses as manufacturing, logistics, and purchasing synergies are realized. With these synergies, an improving North American market and an accelerating greenfield operation in China, the transaction is expected to create shareholder value in the near term.

“I have long admired Alcan Cable and their singular and long standing focus on being superb at their craft. Alcan Cable’s STABILOY^® and NUAL^® brand names are the gold standard for quality, packaging, and service in the North American aluminum cable industry. In addition, they are highly skilled in aluminum rod manufacturing and have built a state of the art facility in China that is successfully penetrating the domestic construction cable market. Alcan Cable’s rich history, like General Cable’s, exceeds 100 years. We look forward to sharing best practices and creating fresh career opportunities for the very dedicated and professional Alcan Cable team,” said Gregory B. Kenny, President and Chief Executive Officer of General Cable.

Gregory J. Lampert, President and Chief Executive Officer, General Cable North America, noted that, “The addition of aluminum construction cables further expands the range of products we offer to distributors serving electrical and industrial contractors and increases our capacity to efficiently serve our electric utility customers with transmission and distribution products.”

“Alcan Cable China has a 430,000 square foot, vertically integrated manufacturing plant in Tianjin, China and eight regional sales offices. Alcan Cable China is highly complementary to our two long standing partnerships in China representing a new route to market for our full range of products. The addition of Alcan Cable Mexico combined with our existing manufacturing capability in the country further enhances our ability to service the Mexican market,” said Mathias F. Sandoval, President and Chief Executive Officer, General Cable Rest of World.

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, specialty, construction and communications markets. For more information about General Cable products, please contact your local sales representative or visit our Web site at www.generalcable.com.

Alcan Cable, a 100-year-old leader in the production of aluminum cable for the utility and building industries, offers a wide range of bare and insulated conductors to both the utility and distribution markets, supporting them with highly capable resources to ensure the highest value application of our products. For more information about Alcan Cable, please visit the Company’s Web site at www.alcancable.com.

Forward Looking Statements

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. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. Forward-looking statements can generally be identified as statements containing the words “believe,” “expect,” “may,” “could,” “anticipate,” “intend,” “should,” “estimate,” “project,” “will,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which the Company has no control. These risks, uncertainties and factors specific to the Alcan Cable acquisition include, but are not limited to: (i) the occurrence of any event, change or other circumstance that would result in the termination or delay of the proposed Alcan Cable acquisition, (ii) the inability to complete the proposed acquisition due to the failure of the Company or Alcan Cable to satisfy any of the conditions to the closing of the acquisition, including the failure to obtain necessary regulatory approvals, (iii) the risk that the proposed acquisition could disrupt the plans and operations of the Company, Alcan Cable or both and the potential difficulties of employee retention as a result of the acquisition, and (iv) the risk that the Company may not realize the expected financial and other benefits from the proposed acquisition. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the risk factors described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2012, as well as any current and periodic reports filed with the SEC subsequent to such date. Forward looking statements reflect the views and assumptions of management as of the date of this Current Report with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this Current Report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

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