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): July 17, 2012
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General Cable Corporation |
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(Exact name of registrant as specified in its charter) |
| Delaware | 001-12983 | 06-1398235 | ||
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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4 Tesseneer Drive, Highland Heights, Kentucky |
41076-9753 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: |
(859) 572-8000 |
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Not Applicable |
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(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.
On July 17, 2012, Charles G. McClure, Jr. notified the Board of Directors (“Board”) of General Cable Corporation (the “Company”) that he will resign from the Board effective at the close of business on July 20, 2012. Mr. McClure resigned from the Board for personal reasons as a result of demands related to other ongoing business activities and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events.
On July 20, 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 and 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 of 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.
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GENERAL CABLE CORPORATION |
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July 20, 2012 |
/s/ Robert J. Siverd |
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Robert J. Siverd |
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Executive Vice President, General |
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Counsel and Secretary |
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INDEX TO EXHIBITS
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Exhibit |
Description |
Method |
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99 |
General Cable Corporation Press Release dated July 20, 2012 |
Furnished |
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Herewith |
Exhibit 99
General Cable Corporation Announces Resignation of Director, Charles G. McClure, Jr.
HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--July 20, 2012--General Cable Corporation (NYSE: BGC) (the Company) announced today that Charles G. McClure, Jr. resigned from the Board of Directors of the Company effective July 20, 2012. Mr. McClure, Chairman, Chief Executive Officer and President of Meritor, Inc., resigned for personal reasons as a result of demands relating to ongoing business activities and not due to any disagreement with the Company. The Company plans to fill the vacancy created by his resignation.
John E. Welsh, III, Chairman of the Board, stated, “Chip McClure has made valuable contributions to the Board of Directors and the Company during his Board service and we are grateful for the perspective and insights he has brought in many areas.”
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.
Forward Looking Statements
Certain statements in this press release are forward-looking statements that involve risks and uncertainties, predict or describe future events or trends and that do not relate solely to historical matters. Forward looking statements can generally be identified by use of forward-looking terminology such as “believe,” “expect,” “may,” “will” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which we have no control. These factors include, but are not limited to: the economic strength and competitive nature of the geographic markets that the Company serves; our ability to increase manufacturing capacity and productivity; our ability to increase our selling prices during periods of increasing raw material costs; our ability to service, and meet all requirements under, our debt, and to maintain adequate domestic and international credit facilities and credit lines; the impact of unexpected future judgments or settlements of claims and litigation; the impact of foreign currency fluctuations, compliance with U.S. and foreign laws, the Company’s ability to implement and make appropriate, timely and beneficial decisions as to when, how and if to purchase shares under the repurchase program and the other risks detailed from time to time in the Company’s SEC filings, including but not limited to, its annual report on Form 10-K for the fiscal year ending December 31, 2011, and subsequent SEC filings. You are cautioned not to place undue reliance on these forward-looking statements. General Cable 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.
CONTACT:
General Cable Corporation
Len Texter, Manager, Investor
Relations, 859-572-8684