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): March 15, 2007
General Cable Corporation
(Exact name of Registrant as Specified in Charter)
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| Delaware
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001-12983
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06-1398235 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On March 15, 2007, in connection with the previously announced tender offer and consent
solicitation (the “Tender Offer and Consent Solicitation”) by General Cable Corporation (the
“Company”) with respect to the Company’s 9.5% Senior Notes due 2010 (the “Senior Notes”), the
Company, the subsidiaries of the Company acting as guarantors (the “Guarantors”) and U.S. Bank
National Association, as trustee (the “Trustee”), entered into a supplemental indenture (the
“Supplemental Indenture”), which supplements the Indenture dated as of November 24, 2003, among the
Company, the Guarantors referred to therein and the Trustee (the “Indenture”).
The Supplemental Indenture effects certain amendments to the Indenture proposed in connection
with the Tender Offer and Consent Solicitation that will eliminate substantially all of the
Indenture’s restrictive covenants. The Supplemental Indenture became effective upon its signing by
the parties thereto, but the amendments set forth therein will become operative only upon the
acceptance for purchase by the Company of the Senior Notes validly tendered pursuant to the terms
of the Tender Offer and Consent Solicitation which is expected to occur on March 21, 2007.
This summary of the Supplemental Indenture is qualified in its entirety by reference to the
Supplemental Indenture attached as Exhibit 4.1 hereto, which is incorporated herein by reference.
On March 15, 2007, the Company and the Guarantors entered into a Purchase Agreement (the
“Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the initial
purchasers named in Schedule I to the Purchase Agreement (i)
$125.0 million in aggregate
principal amount of senior floating rate notes due 2015 and (ii)
$200.0 million in aggregate
principal amount of senior fixed rate notes due 2017 (collectively, the “Notes”).
The Purchase Agreement includes customary representations and warranties and covenants by the
Company, including indemnification and contribution covenants.
This summary of the Purchase Agreement is qualified in its entirety by reference to the
Purchase Agreement attached as Exhibit 4.2 hereto, which is incorporated herein by reference.
Item 8.01. Other Events.
On March 15, 2007, the Company issued a press release announcing the receipt of the requisite
consents in connection with the Tender Offer and Consent Solicitation and the pricing terms of the
tender offer. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On March 15, 2007, the Company issued a press release announcing the pricing of the Notes. A
copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
1