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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): September 12, 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
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(Commission File Number)
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(IRS Employer |
of Incorporation)
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Identification No.) |
4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753
(Address of Principal Executive Offices)
Registrants 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)) |
TABLE OF CONTENTS
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 Companys or managements 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. Actual results may differ materially from those statements as a
result of factors, risks and uncertainties over which the Company has no control. Such factors
include reliance on dividends and other transfers from subsidiaries to repay indebtedness; ability
to service outstanding indebtedness; the Companys failure to comply with covenants in existing and
future financing arrangements; covenants contained in existing indebtedness that restrict the
Companys business operations; downgrade in the Companys credit ratings; ability to repurchase
outstanding notes; ability to pay the conversion price on convertible notes; the economic strength
and competitive nature of the geographic markets that the Company serves; economic, political and
other risks of maintaining facilities and selling products in foreign countries; changes in
industry standards and regulatory requirements; advancing technologies, such as fiber optic and
wireless technologies; volatility in the price of copper and other raw materials, as well as fuel
and energy and the Companys ability to reflect such volatility in its selling prices; interruption
of supplies from the Companys key suppliers; the failure to negotiate extensions of the Companys
labor agreements on acceptable terms; the Companys ability to increase manufacturing capacity and
achieve productivity improvements; the Companys dependence upon distributors and retailers for
non-exclusive sales of certain of the Companys products; pricing pressures in the Companys end
markets; the Companys ability to maintain the uncommitted accounts payable or accounts receivable
financing arrangements in its European operations; the impact of any additional charges in
connection with plant closures and the Companys inventory accounting practices; the impact of
certain asbestos litigation, unexpected judgments or settlements and environmental liabilities; the
ability to successfully integrate the proposed acquisition and other acquisitions, costs associated
with the proposed acquisition and other acquisitions; the receipt and timing of regulatory
approvals for the proposed acquisition; ability to finance the acquisition purchase price and
expiration of the commitment letter; the possibility that the proposed acquisition will not close;
the reaction of customers, suppliers and competitors to the proposed acquisition; general market
perception of the proposed acquisition, diversion of management attention from other business
concerns due to the proposed acquisition and other acquisitions; undisclosed or unanticipated
liabilities and risks resulting from the proposed acquisition; increased indebtedness resulting
from the funding of the proposed acquisition; operations in additional foreign countries and
political instability in such countries; the ability to successfully identify and finance other
acquisitions; the impact of terrorist attacks or acts of war which may affect the markets in which
the Company operates; the Companys ability to retain key employees; the Companys ability to
service debt requirements and maintain adequate domestic and international credit facilities and
credit lines; the impact on the Companys operating results of its pension accounting practices;
the Companys ability to avoid limitations on utilization of net losses for income tax purposes;
volatility in the market price of the Companys common stock all of which are more fully discussed
in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 1, 2007, as well as any current and periodic reports filed with the Commission subsequent to
such
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date. The Company undertakes no obligation to release publicly the result of any revisions to
these forward-looking statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Item 7.01
Regulation FD Disclosure.
A copy of the materials that the Company will present in connection with upcoming
presentations is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in
this Item 7.01 is being furnished and shall not be deemed filed for purposes of Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure document of
the Company, except as shall be expressly set forth by specific reference in such document.
Item 9.01
Financial Statements and Exhibits.
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99.1 |
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September 2007 Presentations. |
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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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Date: September 12, 2007 |
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/s/ Robert J. Siverd
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Name: |
Robert J. Siverd |
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Title: |
Executive Vice President,
General Counsel and Secretary |
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INDEX TO EXHIBITS
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Exhibit Number |
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Description |
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99.1
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September 2007 Presentations. |