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): November 4, 2013
General Cable Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 001-12983 | 06-1398235 | ||
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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 7.01 | Regulation FD Disclosure |
On November 4, 2013, General Cable Corporation commenced a solicitation of consents (the “Consent Solicitation”) from holders of record as of 5:00 p.m., New York City time, on November 1, 2013 of its outstanding Senior Floating Rate Notes due 2015 and 5.750% Senior Notes due 2022. A copy of the press release announcing the commencement of the Consent Solicitation is furnished as Exhibit 99.1.
The information being furnished pursuant to this Item 7.01, 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. |
(d) |
Exhibits: |
Exhibit Number |
Description |
99.1 | Press Release, dated November 4, 2013 |
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 |
|||
Date: November 4, 2013 |
By: |
/s/ Robert J. Siverd |
||
Name: |
Robert J. Siverd |
|||
Title: |
Executive Vice President, |
|||
General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit Number |
Description |
|
99.1 |
Press Release, dated November 4, 2013 |
Exhibit 99.1
General Cable Announces Consent Solicitation with Respect to Its Senior Floating Rate Notes Due 2015 and 5.750% Senior Notes Due 2022
HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--November 4, 2013--General Cable Corporation (NYSE: BGC) (the “Company”) announced today that it has commenced a consent solicitation (the “Solicitation”) to amend the indentures and to provide related waivers (the “Proposed Amendments”) with respect to its Senior Floating Rate Notes due 2015 and 5.750% Senior Notes due 2022 (the “Notes”). The Solicitation will expire at 5:00 p.m., New York City time, on November 8, 2013 unless extended by the Company. Only noteholders of record as of 5:00 p.m., New York City time, on November 1, 2013 may provide consents and be eligible to receive the applicable consent fees.
The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of each series of the outstanding Notes. The Proposed Amendments will amend the indentures governing the Notes to make certain changes to the reporting covenants and to waive defaults that have occurred before the Proposed Amendments become effective. If the Company obtains the requisite consents, then the filing with the Securities and Exchange Commission of the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 28, 2013 and September 27, 2013 on or prior to March 17, 2014 would satisfy the Company’s obligations under the reporting covenants in the indentures; provided that if the Company does not comply with the reporting covenants on or prior to March 17, 2014, then such noncompliance will constitute an Event of Default as defined under the indentures.
Upon the terms and subject to the conditions of the Solicitation, if the requisite consents are obtained on or prior to expiration of the Solicitation, noteholders will receive additional interest at the rate of 0.50% per annum from November 1, 2013 until the earlier of (i) the date that the Company complies with the reporting covenants under the indentures, and (ii) March 17, 2014. Noteholders who deliver a valid unrevoked consent on or prior to the expiration of the Solicitation will also be eligible to receive the consent fee as set forth in the table below which will only be payable in the event the Company has not complied with the reporting covenants by January 31, 2014.
Title of Securities |
Consent Fee |
|
Senior Floating Rate Notes due 2015 |
$2.50 |
|
5.750% Senior Notes due 2022 |
$2.50 |
The Solicitation is subject to certain terms and conditions, as set forth more fully in the Company’s Consent Solicitation Statement dated November 4, 2013 (the “Consent Solicitation Statement”) and the related Consent Form. The Consent Solicitation Statement and related Consent Form contain important information, and holders should read them carefully before making any decision with respect to the Solicitation.
Questions concerning the terms of the Solicitation should be directed to the solicitation agent, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attn: High Yield Syndicate. The solicitation agent can also be reached at (800) 245-8812 (toll-free) or (212) 270-1200 (collect). Requests for assistance in completing or delivering the consent form or requests for additional copies of the consent solicitation statement, the consent form or other related documents should be directed to the information and tabulation agent: D.F. King & Co., Inc., at 48 Wall Street, 22nd Floor, New York, New York 10005, (800) 290-6429 (toll-free) or (212) 269-5550.
General Cable Corporation, 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 and systems for the energy, industrial, specialty, construction and communications markets.
CONTACT:
General Cable Corporation
Len Texter, Vice
President, Investor Relations, 859-572-8684