BGC » Topics » General Cable Corporation

This excerpt taken from the BGC 8-K filed Nov 26, 2008.
General Cable Corporation
(Exact name of Registrant as Specified in 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)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 8.01 Other Events
SIGNATURES


Table of Contents

Item 8.01   Other Events.
     On November 24, 2008, General Cable Corporation (the “Company”) adopted a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented this written trading plan in connection with its share repurchase program, which was authorized by the Company’s Board of Directors and announced on October 29, 2008. Adopting this trading plan, which satisfies the conditions of Rule 10b5-1, allows the Company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. After the expiration of the current trading plan, the Company may from time to time enter into subsequent trading plans under Rule 10b5-1 to facilitate the repurchase of its common stock pursuant to its share repurchase program.
     Following the announcement of the authorization of the share repurchase program, the Company made various discretionary repurchases of its shares in open-market transactions. In addition, the Company expects to continue making discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing and volume of any such share repurchases will be at the discretion of the Company. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
     This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to a 10b5-1 trading plan. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the New York Stock Exchange; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company’s 2007 Annual Report on Form 10-K includes information regarding other risk factors and cautionary information, which may be updated from time to time in the Company’s periodic reports. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

 


Table of Contents

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
 
 
November 26, 2008  /s/ Robert J. Siverd    
  Robert J. Siverd   
  Executive Vice President, General
Counsel and Secretary 
 
 

 

This excerpt taken from the BGC 8-K filed May 16, 2008.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Apr 29, 2008.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Mar 6, 2008.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Feb 12, 2008.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Feb 6, 2008.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Jan 14, 2008.
GENERAL CABLE CORPORATION
(Exact name of Registrant as Specified in 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)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K of General Cable Corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2007 (the “Initial Form 8-K”), to include financial statements and pro forma financial information, which was permitted to be excluded from the Initial Form 8-K under Item 9.01 of Form 8-K. In the Initial Form 8-K, the Company reported, among other things, the completion on October 31, 2007 of its acquisition of the equity interests in the companies conducting the worldwide wire and cable business (the “Acquired Business”) of Freeport-McMoRan Copper & Gold Inc (the “Sellers”). The Company paid approximately $707.6 million in cash in consideration for the Acquired Business, after giving effect to certain post-closing adjustments contemplated by a Stock Purchase Agreement, as amended. The required financial statements of the Acquired Business are consolidated under Phelps Dodge International (“PDIC”) and included with the required pro forma financial information under Item 9.01 below.
Item 9.01 Financial Statements and Exhibits
     (a) Financial Statements of Business Acquired
PDIC Audited Combined Financial Statements as of and for the year ended December 31, 2006 were previously furnished to the Commission, on a Form 8-K Current Report dated September 26, 2007 and are being filed herein as Exhibit 99.1.
PDIC Combined Unaudited Financial Statements as of September 30, 2007 and including the period March 20 through September 30, 2007 are being filed herein as Exhibit 99.2.
PDIC Combined Unaudited Financial Statements for the period ended June 30, 2007, including the period January 1, 2007 through March 19, 2007 and the period March 20 through June 30, 2007 were previously furnished to the Commission, on a Form 8-K Current Report dated September 26, 2007 and the PDIC Combined Unaudited Financial Statements for the period January 1, 2007 through March 19, 2007 are being filed herein as Exhibit 99.3.
PDIC Combined Unaudited Financial Statements as of and for the period ended September 30, 2006 are being filed herein as Exhibit 99.4.
     (b) Pro Forma Financial Information
The Company and PDIC Unaudited Pro Forma Combined Condensed Financial Information, to include, Unaudited Pro Forma Combined Condensed Balance Sheet of the Company and PDIC and Unaudited Pro Forma Combined Condensed Statement of Operations of the Company and PDIC and Notes thereto, are being filed herein as Exhibit 99.5.

2


 

     (d) Exhibits
     
Exhibit    
Number   Description
 
   
23.1
  Consent of Independent Accountants
 
   
99.1
  PDIC Audited Combined Financial Statements as of and for the year ended December 31, 2006
 
   
99.2
  PDIC Combined Unaudited Financial Statements as of September 30, 2007, including the period March 20 through September 30, 2007
 
   
99.3
  PDIC Combined Unaudited Financial Statements for the period January 1, 2007 through March 19, 2007
 
   
99.4
  PDIC Combined Unaudited Financial Statements as of and for the period ended September 30, 2006
 
   
99.5
  The Company and PDIC Unaudited Pro Forma Combined Condensed Financial Information

3


 

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
 
 
January 14, 2008  /s/ Robert J. Siverd    
  Robert J. Siverd   
  Executive Vice President and
General Counsel 
 

4


 

         
INDEX TO EXHIBITS
     
Exhibit    
Number   Description
 
   
23.1
  Consent of Independent Accountants
 
   
99.1
  PDIC Audited Combined Financial Statements as of and for the year ended December 31, 2006
 
   
99.2
  PDIC Combined Unaudited Financial Statements as of September 30, 2007, including the period March 20 through September 30, 2007
 
   
99.3
  PDIC Combined Unaudited Financial Statements for the period January 1, 2007 through March 19, 2007
 
   
99.4
  PDIC Combined Unaudited Financial Statements as of and for the period ended September 30, 2006
 
   
99.5
  The Company and PDIC Unaudited Pro Forma Combined Condensed Financial Information

5

These excerpts taken from the BGC 8-K filed Dec 21, 2007.

GENERAL CABLE CORPORATION



EXECUTIVE OFFICER

SEVERANCE BENEFIT PLAN

effective January 1, 2008








1.

GENERAL CABLE CORPORATION



Date:

December 21, 2007

By:   /s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:  

Executive Vice President

General Counsel and Secretary




This excerpt taken from the BGC 8-K filed Nov 16, 2007.

GENERAL CABLE CORPORATION



Date:

November 16, 2007

By:   /s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:  

Executive Vice President

General Counsel and Secretary




This excerpt taken from the BGC 8-K filed Nov 15, 2007.

 GENERAL CABLE CORPORATION

(Exact name of Registrant as Specified in Charter)



 

 

 

Delaware

001-12983

06-1398235

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)



This excerpt taken from the BGC 8-K filed Oct 31, 2007.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Jul 31, 2007.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Jul 25, 2007.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)

Delaware

001-12983

06-1398235

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


This excerpt taken from the BGC 8-K filed Jun 27, 2007.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)

Delaware

001-12983

06-1398235

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


This excerpt taken from the BGC 8-K filed May 1, 2007.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Apr 3, 2007.

GENERAL CABLE CORPORATION



Date:

April 3, 2007

By:   /s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:

Executive Vice President,

General Counsel and Secretary



A-2




This excerpt taken from the BGC DEF 14A filed Mar 28, 2007.

GENERAL CABLE CORPORATION

(Name of Registrant as Specified in Its Charter)

________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


This excerpt taken from the BGC 8-K filed Feb 16, 2007.

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)

(I.R.S. Employer

Identification No.


This excerpt taken from the BGC 8-K filed Feb 7, 2007.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


This excerpt taken from the BGC 8-K filed Oct 30, 2006.

General Cable Corporation


October 30, 2006

By:

/s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:

Executive Vice President and

General Counsel








This excerpt taken from the BGC 8-K filed Oct 2, 2006.

General Cable Corporation


October 2, 2006

By:  /s/ Christopher F. Virgulak

Name:

Christopher F. Virgulak

Title:

Executive Vice President and

Chief Financial Officer



This excerpt taken from the BGC 8-K filed Aug 9, 2006.

General Cable Corporation


August 9, 2006

By:

/s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:

Executive Vice President and

General Counsel









This excerpt taken from the BGC 8-K filed Feb 24, 2006.

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)

(I.R.S. Employer

Identification No.


This excerpt taken from the BGC 8-K filed Feb 9, 2006.

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)

(I.R.S. Employer

Identification No.


This excerpt taken from the BGC 8-K filed Feb 8, 2006.

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)

(I.R.S. Employer

Identification No.


This excerpt taken from the BGC 8-K filed Dec 22, 2005.
General Cable Corporation
(Exact name of Registrant as Specified in Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  001-12983
(Commission File Number)
  06-1398235
(IRS Employer
Identification No.)
4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753
(Address of Principal Executive Offices)
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:
    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 1.01 Entry Into A Material Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-99.1
EX-99.2


Table of Contents

Item 1.01 Entry Into A Material Agreement
     On December 22, 2005, the Company issued a press release with respect to the information set forth below in response to this Item 1.01. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 22, 2005, Grupo General Cable Sistemas S.A. (“Sistemas”), a wholly-owned Spanish subsidiary of General Cable Corporation (the “Company”), entered into a Long-Term Financing Agreement (the “Sabadell Financing Agreement”) among Sistemas, as the Borrower, General Cable Celcat Energ. Tel. S.A. (“Celcat”), a wholly-owned Portuguese subsidiary of the Company, as the Guarantor, and Banco de Sabadell S.A. (the “Bank”), as the Agent and the Financial Institution. The primary purposes of the Sabadell Financing Agreement are to provide funding up to 75,000,000 in two tranches. The first, for 50,000,000 and having a seven year maturity, is to fund the acquisition of the Cables Division of Sagem Communications (described below) and other potential acquisitions by Sistemas. The second, for 25,000,000 and having a five year maturity, is for general corporate purposes. Interest on both tranches is tied to short term (1, 2, 3 and 6 month) EURIBOR rates plus a margin (not to exceed 1.5%) based on Sistemas’ Net Debt/EBITDA ratios.
Item 2.01 Completion of Acquisition or Disposition of Assets.
     On December 22, 2005, the Company issued a press release with respect to the information set forth below in response to this Item 2.01. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
     On December 22, 2005, Sistemas, as Purchaser, pursuant to the terms and conditions of a definitive Share Purchase Agreement dated as of November 18, 2005 (“Share Purchase Agreement”) with Safran SA, a French corporation, and Sagem Communication, a French corporation, as Seller, acquired the Cables Division of Sagem Communication. The Share Purchase Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
     Pursuant to the Share Purchase Agreement, Purchaser purchased the shares of a newly formed company (“Silec Cable”), which received via contribution the assets of the Cables Division and certain specified liabilities included in a final closing balance sheet prepared under a set of accounting principles agreed to by the parties. Certain assets were excluded and certain liabilities will remain the responsibility of the Seller, including liability for certain types of litigation and environmental claims and intercompany debt, under the terms of the Share Purchase Agreement. Consideration for the purchase of the shares of Silec Cable was approximately 66.4 million which represented 85% of the estimated purchase price. Such amount of purchase consideration is subject to adjustment, which adjustment, if any, will be determined under the process provided for in the Share Purchase Agreement based on the net equity shown in the closing balance sheet.
Item 9.01 Financial Statements and Exhibits.
     (c) The following have been filed as exhibits to this Form 8-K:
     99.1 General Cable Corporation Press Release dated December 22, 2005.
     99.2 Share Purchase Agreement among Groupo General Cable Sistemas, S. A., Safran SA and Sagem Communication dated November 18, 2005.

 


Table of Contents

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    
 
December 22, 2005
  By:
Name:
    /s/ Robert J. Siverd
 
  Robert J. Siverd
   
 
  Title:     Executive Vice President,    
 
        General Counsel and Secretary    

 


Table of Contents

INDEX TO EXHIBITS
         
Exhibit Number   Exhibit   Method of Filing
 
99.1
  General Cable Corporation Press Release dated December 22, 2005.   Filed Herewith
 
       
99.2
  Share Purchase Agreement among Groupo General Cable Sistemas, S. A., Safran SA, and Sagem Communication, dated November 18, 2005.   Filed Herewith

 

This excerpt taken from the BGC 8-K filed Nov 18, 2005.

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)


Delaware

001-12983

06-1398235

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.


This excerpt taken from the BGC 8-K filed Nov 2, 2005.

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)

(I.R.S. Employer

Identification No.


This excerpt taken from the BGC 8-K filed Oct 13, 2005.

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)

(I.R.S. Employer

Identification No.


This excerpt taken from the BGC 8-K filed Aug 2, 2005.

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)

(I.R.S. Employer

Identification No.


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