-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CIMBKhlBcBofZsO3N4he0q061sfICt3mEBloIUnrTdZhuCfpcVXXG3FAO8wW3Ik8 02999U562Bzl/EY7NDYDIg== 0000893220-07-002812.txt : 20070810 0000893220-07-002812.hdr.sgml : 20070810 20070810163120 ACCESSION NUMBER: 0000893220-07-002812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070806 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070810 DATE AS OF CHANGE: 20070810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/ CENTRAL INDEX KEY: 0000886035 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 061398235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12983 FILM NUMBER: 071045735 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 8595728000 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 8-K 1 w38309e8vk.htm FORM 8-K e8vk
 

 
 
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): August 6, 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.)
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))
 
 

 


 

Item 5.04.   Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
     General Cable Corporation (the “Company”) has decided to change the trustee and record keeper of the General Cable Retirement & Savings Plan for Salaried Associates, General Cable Savings Plan, General Cable Corporation Deferred Compensation Plan and General Cable Corporation and Subsidiaries Benefit Equalization Plan (together, the “Plans”), which will require a blackout period during which participants in the Plans will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold the common stock of the Company, or to obtain a loan or distribution from the Plans.
     On August 6, 2007, the Company received notice of the blackout period pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 with respect to the General Cable Retirement and Savings Plan for Salaried Associates and the General Cable Savings Plan. On August 10, 2007, the Company sent a Notice of Blackout Period Memorandum (the “Memorandum”) to its directors and executive officers informing them that a blackout period is expected to be in effect beginning at 4 p.m. Eastern daylight savings time on September 5, 2007 and ending approximately the week of October 7, 2007. However, the blackout period may be extended due to events beyond the Company’s control that may arise as part of the transition, in which case notice will be given to the directors and executive officers as soon as reasonably practicable.
     The Memorandum was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR.
     During the blackout period and for a period of two years after the ending date of the blackout period, holders of the Company’s common stock and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a written request to General Cable Corporation, Beth A. Curtis, Vice President, Compensation and Benefits, 4 Tesseneer Drive, Highland Heights, Kentucky 41076, or by calling (859) 572-8930.
     A copy of the Memorandum is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated herein by reference.
Item 9.01.   Financial Statements and Exhibits.
     (d) Exhibits:
          99.1 Notice of Blackout Period Memorandum, dated August 10, 2007.

1


 

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: August 10, 2007  By:   /s/ Robert J. Siverd    
    Name:   Robert J. Siverd   
    Title:   Executive Vice President, General Counsel and Secretary   

2


 

INDEX TO EXHIBITS
         
Exhibit Number                                                             Description
  99.1    
Notice of Blackout Period Memorandum, dated August 10, 2007.

3

EX-99.1 2 w38309exv99w1.htm NOTICE OF BLACKOUT PERIOD MEMORANDUM exv99w1
 

Exhibit 99.1
Important Notice Concerning Limitations on Trading in General Cable Corporation Equity Securities
     
To:  
Members of the Board of Directors and Executive Officers of General Cable Corporation
   
 
From:  
General Cable Corporation
   
 
Date:  
August 10, 2007
     As you may know, a “blackout period” will be imposed on transactions involving the General Cable Retirement & Savings Plan for Salaried Associates, General Cable Savings Plan, General Cable Corporation Deferred Compensation Plan and General Cable Corporation Subsidiaries Benefit Equalization Plan (together, the “Plans”). This blackout period, described in more detail below, is necessary in order for participants’ accounts in the Plans to be transferred to Fidelity Investments (“Fidelity”) in connection with the change in the trustee and record keeper of the Plans. Under the Sarbanes-Oxley Act of 2002, the executive officers and directors of General Cable Corporation (the “Company”) will generally be prohibited from engaging in transactions involving the Company’s equity securities (including options and other derivatives based on company stock) during this blackout period.
     As a result of the transfer of plan assets to Fidelity, during the blackout period participants in the Plans will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, or to obtain a loan or distribution from the Plans.
     The blackout period is expected to begin at 4 p.m. Eastern daylight savings time on September 5, 2007 and end approximately the week of October 7, 2007. However, the blackout period may be extended due to events beyond the Company’s control that may arise as part of the transition, in which case notice will be given directors and executive officers as soon as reasonably practicable. In addition, you can determine whether the blackout period has started or ended by contacting Fidelity Investments at (800) 890-4015 or via the web at www.NetBenefits.Fidelity.com.
     Generally, during the blackout period, executive officers and directors are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company acquired in connection with services performed as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.
     The prohibition covers securities acquired in connection with service as a director or executive officer. This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the company, and as director qualifying shares. Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if a director or

E-1


 

executive officer holds both covered shares and non-covered shares, any shares sold will be presumed to come first from the covered shares unless the source of such sold shares are identified and it is shown that the same form of identification is used for all related purposes (such as tax reporting and disclosure requirements).
     The following are examples of transactions that a director or executive officer may not be engaged in during the blackout period: (i) exercising stock options granted in connection with services provided as a director or executive officer; (ii) selling Company stock acquired by exercising options; and (iii) selling Company stock originally received as a restricted stock grant.
     If a director or officer engages in a transaction that violates these rules, he or she can be required to disgorge any profits from the transaction and will be subject to civil and criminal penalties.
     The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe. Accordingly, directors and executive officers should refrain from engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period.
     If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Beth A. Curtis, Vice President, Compensation and Benefits, at (859) 572-8930.

E-2

-----END PRIVACY-ENHANCED MESSAGE-----