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Filed by General Cable Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934
Subject Company: General Cable Corporation
Commission File No. 1-12983
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General Cable Corporation |
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Registration Statement on Form S-4 |
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File No. 333-129577 |
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CONTACT:
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Michael P. Dickerson
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FOR IMMEDIATE RELEASE |
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Vice President of Finance and
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December 12, 2005 |
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Investor Relations |
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(859) 572-8684 |
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GENERAL CABLE ANNOUNCES FINAL RESULTS OF CONVERTIBLE PREFERRED SHARES CONVERSION OFFER
HIGHLAND HEIGHTS, KENTUCKY, December 12, 2005 General Cable Corporation (NYSE: BGC) announced
today the final results of its previously announced offer (the Offer) to pay a cash premium of
$7.88 to holders of its 5.75% Series A Redeemable Convertible Preferred Stock who elect to convert
their Preferred Stock into shares of its common stock. The Offer commenced on November 9, 2005 and
expired at 5:00 p.m., New York City time, on Friday, December 9, 2005.
In exchange for 1,939,991 shares, or 93.72%, of its outstanding shares of Preferred Stock
surrendered and accepted by General Cable for conversion in the Offer, the holders thereof will
receive, in the aggregate:
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9,696,075 shares of General Cable common stock; |
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a cash premium of $15,287,129; and |
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approximately $309,860 of accrued, unpaid and accumulated dividends on the Preferred
Stock from November 24, 2005 to December 13, 2005, the date immediately preceding the
anticipated Offer settlement date of December 14, 2005. |
129,916 shares, or 6.28%, of the Preferred Stock will remain outstanding upon settlement of the
Offer. All shares of Preferred Stock surrendered for conversion in the Offer will be canceled and
retired.
THE OFFER WAS MADE PURSUANT TO A CONVERSION OFFER PROSPECTUS DATED NOVEMBER 9, 2005 (AS AMENDED ON
DECEMBER 1, 2005 AND DECEMBER 9, 2005) CONTAINED IN A REGISTRATION STATEMENT FILED BY GENERAL CABLE
WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH REGISTRATION STATEMENT WAS DECLARED EFFECTIVE BY
THE COMMISSION ON DECEMBER 9, 2005. COPIES OF THE CONVERSION OFFER PROSPECTUS CONTAINED IN THE
REGISTRATION STATEMENT MAY BE OBTAINED FROM THE INFORMATION AGENT FOR THE OFFER, D. F. KING & CO.,
INC., WHO MAY BE REACHED AT (212) 269-5550. THE CONVERSION OFFER PROSPECTUS AND OTHER RELATED
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY ALSO BE OBTAINED AT THE
COMMISSIONS WEB SITE, HTTP://WWW.SEC.GOV.
The Company retained Merrill Lynch & Co. to act as dealer manager in connection with the Offer.
Questions regarding the Offer should be directed to Merrill Lynch & Co. at (888) 654-8637.
General Cable (NYSE:BGC), headquartered in Highland Heights, Kentucky, is a leader in the
development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic
wire and cable products for the energy, industrial, specialty and communications markets.
- more -
Certain statements in this press release, 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. 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 economic and political consequences
resulting from the September 2001 terrorist attack and the war with Iraq, economic consequences
arising from natural disasters and other similar catastrophes, such as floods, earthquakes,
hurricanes and tsunamis; domestic and local country price competition, particularly in certain
segments of the power cable market and other competitive pressures; general economic conditions,
particularly in construction; changes in customer or distributor purchasing patterns in our
business segments; the Companys ability to increase manufacturing capacity and productivity; the
financial impact of any future plant closures; the Companys ability to successfully complete and
integrate acquisitions and divestitures; the Companys ability to negotiate extensions of labor
agreements on acceptable terms; the Companys ability to service debt requirements
and maintain adequate domestic and international credit facilities and credit lines; the Companys
ability to pay dividends on its preferred stock; the impact of unexpected future judgments or settlements of claims and
litigation; the Companys ability to achieve target returns on investments in its defined benefit
plans; the Companys ability to avoid limitations on utilization of net losses for income tax
purposes; the cost and availability of raw materials, including copper, aluminum and
petrochemicals, generally and as a consequence of hurricanes Katrina and Rita; the Companys
ability to increase its selling prices during periods of increasing raw material costs; the impact
of foreign currency fluctuations; the impact of technological changes; and other factors which are
discussed in the Companys Conversion Offer Prospectus dated
November 9, 2005, as amended, and the Companys
Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005, as well as
periodic reports filed with the Commission.
Release No. 04xx
12/12/05