8-K

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): October 31, 2001

GENERAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-12983	06-1398235
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4 Tesseneer Drive
Highland Heights, KY 41076-9753

(Address of principal executive offices, including zip code)

(859) 572-8000

(Registrant’s telephone number, including area code)

ITEM 2. Acquisition or Disposition of Assets

In September 2001, the Company signed a definitive agreement with Southwire Company to sell substantially all of the manufacturing assets and inventory of its building wire business. Under the agreement, Southwire agreed to purchase substantially all of the property, plant and equipment located at the Company’s Watkinsville, Georgia and Kingman, Arizona facilities and the wire and cable manufacturing equipment at its Plano, Texas facility. General Cable is retaining and continuing to operate its copper rod mill in Plano and is closing its Plano wire mill. Closing of the sale of building wire assets occurred on October 31, 2001. The Company received $82 million in cash proceeds from Southwire, subject to closing adjustments, and also took ownership of datacommunication cable manufacturing assets. Proceeds from the transaction were used to reduce the Company’s debt.

As a result of the building wire sale and a related decision announced in September 2001 to exit the consumer cordsets business operation in Montoursville, Pennsylvania, (the “Transactions”), the Company has reported the Building Wire and Cordsets segment as discontinued operations for financial reporting purposes effective with its Third Quarter 2001 Form 10-Q.

ITEM 7. Financial Statements and Exhibits

	The following pro forma financial information and exhibits are being filed as part of this report:
(b)		The pro forma financial information required to be filed with respect to the disposed businesses, attached hereto as Appendix I.
(c)		Exhibits

Number	Title
2.1	Asset Purchase Agreement between Southwire Company and General Cable Industries, Inc. and General Cable Corporation dated September 5, 2001 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Cable Corporation for the quarterly period ended September 30, 2001).
2.2	General Cable Corporation News Release dated October 31, 2001.

2

APPENDIX I

UNAUDITED PRO FORMA FINANCIAL DATA

The Unaudited Pro Forma Statements of Operations of the Company for the fiscal year ended December 31, 2000 and for the nine-month period ended September 30, 2001 (the “Pro Forma Statements of Operations”), and the Unaudited Pro Forma Balance Sheet of the Company as of September 30, 2001 (the “Pro Forma Balance Sheet” and, together with the Pro Forma Statements of Operations, the “Pro Forma Financial Statements”), have been prepared to illustrate the estimated effect of the Transactions. The Pro Forma Financial Statements reflect certain anticipated cost savings from the Transactions. However, there can be no assurance that any such cost savings will occur. The Pro Forma Statements of Operations give pro forma effect to the Transactions as if they had occurred on January 1, 2000 for the periods presented. Certain reclassifications have been made to the historical Statement of Operations for the year ended December 31, 2000 to conform to the current year presentation. The Pro Forma Balance Sheet gives pro forma effect to the Transactions as if they had occurred on September 30, 2001.

The Pro Forma Financial Statements do not purport to be indicative of the results of operations or financial position of the Company that would have actually been obtained had such transactions been completed as of the assumed dates and for the periods presented, or which may be obtained in the future. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that the Company believes are reasonable. Consequently, the amounts reflected in the Pro Forma Financial Statements are subject to change, and the final amounts may differ. The Pro Forma Financial Statements should be read in conjunction with the separate historical consolidated financial statements of the Company and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

3

UNAUDITED PRO FORMA FINANCIAL DATA

			Year ended December 31, 2000												Nine months ended September 30, 2001
						Less:												Less:
			Historical			Discontinued			Pro Forma			Pro			Historical			Discontinued			Pro Forma			Pro
			Consolidated			Operations			Adjustments			Forma			Consolidated			Operations			Adjustments			Forma
	Statements of Operations:
	Net sales		$	2,162.1		$	—		$	—		$	2,162.1		$	1,291.1		$	—		$	—		$	1,291.1
	Cost of sales			1,870.8			—			—			1,870.8			1,087.6			—			—			1,087.6
	Other costs			—			—			—			—			7.0			—			—			7.0
	Gross profit			291.3			—			—			291.3			196.5			—			—			196.5
	Selling, general and administrative expenses			226.3			—			(8.0	)(c)		218.3			110.8			—			(6.0	)(c)		104.8
	Unusual items, net			31.0			—			—			31.0			(3.2	)		—			(3.6	)(e)		(6.8	)
	Operating income			34.0			—			8.0			42.0			88.9			—			9.6			98.5
	Other income			—			—			—			—			8.1			—			—			8.1
	Interest income (expense):
		External interest expense		(62.1	)		17.4	(b)		14.3	(d)		(65.2	)		(35.0	)		10.4	(b)		7.5	(d)		(37.9	)
		Interest income		2.4			—			—			2.4			1.3			—			—			1.3
		Other financial costs		(3.3	)		—			—			(3.3	)		(10.4	)		—			—			(10.4	)
				(63.0	)		17.4			14.3			(66.1	)		(44.1	)		10.4			7.5			(47.0	)
	Earnings (loss) from continuing operations before income taxes			(29.0	)		17.4			22.3			(24.1	)		52.9			10.4			17.1			59.6
	Income tax (provision) benefit			10.3			(6.2	)(f)		(7.9	)(f)		8.6			(18.8	)		(3.7	)(f)		(6.1	)(f)		(21.2	)
	Income (loss) from continuing operations			(18.7	)		11.2			14.4			(15.5	)		34.1			6.7			11.0			38.4
	Loss from operations of discontinued operations (net of tax)			(7.7	)		(7.7	)(a)		—			—			(6.8	)		(6.8	)(a)		—			—
	Loss on disposal of discontinued operations (net of tax)			—			—			—			—			(32.7	)		(32.7	)		—			—
	Net income (loss)		$	(26.4	)	$	3.5		$	14.4		$	(15.5	)	$	(5.4	)	$	(32.8	)	$	11.0		$	38.4
	EPS of Continuing Operations
	Earnings (loss) per common share		$	(0.56	)	$	0.33		$	0.43		$	(0.46	)	$	1.04		$	0.20		$	0.34		$	1.17
	Weighted average common shares			33.6			33.6			33.6			33.6			32.7			32.7			32.7			32.7
	Earnings (loss) per common share - assuming dilution		$	(0.56	)	$	0.33		$	0.43		$	(0.46	)	$	1.03		$	0.20		$	0.33		$	1.16
	Weighted average common shares – assuming dilution			33.6			33.6			33.6			33.6			33.1			33.1			33.1			33.1
EPS of Discontinued Operations
Earnings (loss) per common share			$	(0.23	)	$	(0.23	)		n/a			n/a		$	(1.21	)	$	(1.21	)		n/a			n/a
Earnings (loss) per common share - assuming dilution			$	(0.23	)	$	(0.23	)		n/a			n/a		$	(1.21	)	$	(1.21	)		n/a			n/a

4

UNAUDITED PRO FORMA FINANCIAL DATA

					At September 30, 2001
								Less:
Balance Sheet:					Historical			Discontinued(g)		Pro Forma			Pro
			ASSETS:		Consolidated			Operations		Adjustments			Forma
	Current Assets:
				Cash	$	14.1		$	—		—		$	14.1
				Receivables, net		212.2			10.4		—			201.8
				Inventories		379.7			51.7		—			328.0
				Deferred Tax Asset		22.9			—		—			22.9
				Prepaid Expenses and Other		42.3			0.5		—			41.8
				Total Current Assets		671.2			62.6		—			608.6
	Property, Plant and Equipment, net					362.2			42.0		4.0	(h)		324.2
	Deferred Tax Asset					27.1			—		—			27.1
	Other Assets					42.8			—		—			42.8
				Total Assets	$	1,103.3		$	104.6	$	4.0		$	1,002.7
			LIABILITIES:
	Current Liabilities:
			Accounts Payable		$	286.4		$	21.7	$	—		$	264.7
			Current Accrued Liabilities			155.9			16.0		—			139.9
			Current Portion of Long-term Debt			34.4			—		—			34.4
				Total Current Liabilities		476.7			37.7		—			439.0
	Long-term Debt					464.4			—		(61.7	)(i)		402.7
	Deferred Income Taxes					5.7			—		—			5.7
	Other Noncurrent Liabilities					53.2			1.2		—			52.0
				Total Liabilities		1,000.0			38.9		(61.7	)		899.4
			EQUITY:
		Common Stock				0.4			—		—			0.4
		Additional Paid-in Capital				96.6			—		—			96.6
		Treasury Stock				(50.0	)		—		—			(50.0	)
		Retained Earnings				87.2			65.7		65.7			87.2
		Accumulated Other Comprehensive Loss				(25.4	)		—		—			(25.4	)
		Other Shareholders’ Equity				(5.5	)		—		—			(5.5	)
				Total Equity		103.3			65.7		65.7			103.3
				Total Liabilities and Equity	$	1,103.3		$	104.6	$	4.0		$	1,002.7

5

Description of Adjustments

(a)	Represents the loss of the discontinued operations. Administrative expenses formerly allocated to these businesses for segment reporting purposes have been reallocated to continuing operations. A portion of the Company’s overall interest expense has been allocated to these businesses based upon the outstanding debt balance attributable to those operations. Taxes have been allocated using the same overall rate reported by the Company for each of the periods presented.
(b)	Represents the reallocation of interest expense from discontinued operations to continuing operations.
(c)	The adjustment reflects anticipated savings in selling, general and administrative expenses, principally salaries and related fringe benefits, as a result of the Transactions and related reorganization.
(d)	The adjustment to reduce interest expense reflects cash proceeds from the transactions net of working capital changes from the unwind of assets and liabilities not sold to Southwire assumed to be used to reduce outstanding indebtedness under the Company’s credit facility combined with the reduction in off-balance sheet debt related to the unwind of a portion of the Company’s Asset Backed Accounts Receivable Securitization Financing, the total of which is $150 million. The adjustment for the year ended December 31, 2000 is based the Company’s 2000 average annual interest rate of 9.5%. The adjustment for the nine months ended September 30, 2001 is based on the Company’s year to date September 2001 annual interest rate of 6.7%. Accrued interest is assumed to be paid current.
(e)	The adjustment reflects the reversal of provisions set up for severance and related costs for the reorganization resulting from the Transactions.
(f)	Represents the income tax benefit of the adjustment described in (b), (c), (d) and (e) above at the Company’s effective tax rate of 35.5%.
(g)	Represents the assets and liabilities of the discontinued operations at September 30, 2001.
(h)	The adjustment represents the transfer of manufacturing equipment to the Company from Southwire.
(i)	Represents the cash proceeds net of working capital changes from the unwind of assets and liabilities not sold to Southwire assumed to be used to reduce the outstanding balance under the Company’s credit facility as if the transaction occurred on September 30, 2001.

6

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:	November 15, 2001	By:	/s/ Christopher F. Virgulak Name:   Christopher F. Virgulak Title:     Executive Vice President              And Chief Financial Officer

7

EXHIBIT INDEX

Number	Title
2.1	Asset Purchase Agreement between Southwire Company and General Cable Industries, Inc. and General Cable Corporation dated September 5, 2001 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Cable Corporation for the quarterly period ended September 30, 2001).
2.2	General Cable Corporation News Release dated October 31, 2001.

EX-2.2 3 l91398aex2-2.txt EX-2.2 NEWS RELEASE Exhibit 2.2 [GENERAL CABLE LOGO] NEWS RELEASE CONTACT: STEPHEN J. SMITH FOR IMMEDIATE RELEASE Vice President & Treasurer October 31, 2001 Investor Relations (859) 572-8684 GENERAL CABLE ANNOUNCES COMPLETION OF BUILDING WIRE TRANSACTION HIGHLAND HEIGHTS, KENTUCKY, October 31, 2001 - General Cable (NYSE: BGC) announced today that it has completed its transaction to divest certain of its building wire assets to Southwire Company, a privately held wire and cable producer based in Carrollton, Georgia. Initial cash proceeds of approximately $82 million were received and are subject to post-closing adjustment. The proceeds were applied to reduce General Cable's indebtedness. In addition to cash proceeds, General Cable received certain assets of the Cyber Technologies division of Southwire Company that includes manufacturing equipment capable of producing enhanced data communications cable. The Cyber Technologies assets being transferred have a value of approximately $4 million. Separately, General Cable will begin to collect outstanding receivables, which net of outstanding payables and other liabilities, should produce an additional $28 million in cash. "The Company's financial flexibility for 2002 and beyond has improved as a result of this transaction as the divestiture reduces our financial leverage and eliminates a low return business unit," stated Gregory B. Kenny, President and Chief Executive Officer of General Cable. "We thank our building wire associates for their dedication over the last few years in what has been a difficult market environment and for their professionalism as they worked to transition the business to the new owners. With the closing of the transaction, we ultimately will have generated cash proceeds of more than $380 million from the sale or closure of non-strategic businesses over the last fifteen months and will have utilized such proceeds to significantly deleverage our balance sheet. As we look into the future, we can now more clearly focus our attention on the profitable growth of our communications, energy and specialty cables segments where we are among the leaders globally," concluded Kenny. General Cable, 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 communications, energy and electrical markets. The Company offers competitive strengths in such areas as breadth of product line, brand recognition, distribution and logistics, sales and service and operating efficiency. Communications wire and cable products transmit low-voltage signals for voice, data, video and control applications. Energy cables include low-, medium- and high-voltage power distribution and power transmission products. The Specialty segment is comprised of application-specific cables for uses such as electrical power generation (traditional fuels, alternative and renewable sources, and distributed generation), the oil, gas and petrochemical industries, mining, industrial automation, marine, military and aerospace applications, power applications in the telecommunications industry, and other key industrial segments. Visit our website at www.GeneralCable.com. Statements in this press release, other than historical facts, are forward-looking statements including without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company's or management's beliefs, expectations or opinions. 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 domestic and local country price competition, particularly in certain segments of the power cable, building wire and cordsets markets, and other competitive pressures; general economic conditions, particularly in construction; changes in customer purchasing patterns; the Company's ability to increase manufacturing capacity and productivity; the Company's ability to successfully complete and integrate acquisitions and divestitures; the cost of raw materials, including copper; the impact of foreign currency fluctuations; the impact of technological changes; the Company's ability to achieve productivity improvements; and other factors which are discussed in the Company's Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2001, as well as periodic reports filed with the Commission. ### Release No. 0363 10/31/01 -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.2

                                                                     Exhibit 2.2

[GENERAL CABLE LOGO]                                                NEWS RELEASE

CONTACT:        STEPHEN J. SMITH                           FOR IMMEDIATE RELEASE
                Vice President & Treasurer                      October 31, 2001
                Investor Relations
                (859) 572-8684


                       GENERAL CABLE ANNOUNCES COMPLETION
                          OF BUILDING WIRE TRANSACTION

HIGHLAND HEIGHTS, KENTUCKY, October 31, 2001 - General Cable (NYSE: BGC)
announced today that it has completed its transaction to divest certain of its
building wire assets to Southwire Company, a privately held wire and cable
producer based in Carrollton, Georgia. Initial cash proceeds of approximately
$82 million were received and are subject to post-closing adjustment. The
proceeds were applied to reduce General Cable's indebtedness. In addition to
cash proceeds, General Cable received certain assets of the Cyber Technologies
division of Southwire Company that includes manufacturing equipment capable of
producing enhanced data communications cable. The Cyber Technologies assets
being transferred have a value of approximately $4 million. Separately, General
Cable will begin to collect outstanding receivables, which net of outstanding
payables and other liabilities, should produce an additional $28 million in
cash.

"The Company's financial flexibility for 2002 and beyond has improved as a
result of this transaction as the divestiture reduces our financial leverage and
eliminates a low return business unit," stated Gregory B. Kenny, President and
Chief Executive Officer of General Cable. "We thank our building wire associates
for their dedication over the last few years in what has been a difficult market
environment and for their professionalism as they worked to transition the
business to the new owners. With the closing of the transaction, we ultimately
will have generated cash proceeds of more than $380 million from the sale or
closure of non-strategic businesses over the last fifteen months and will have
utilized such proceeds to significantly deleverage our balance sheet. As we look
into the future, we can now more clearly focus our attention on the profitable
growth of our communications, energy and specialty cables segments where we are
among the leaders globally," concluded Kenny.

General Cable, 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 communications, energy and
electrical markets. The Company offers competitive strengths in such areas as
breadth of product line, brand recognition, distribution and logistics, sales
and service and operating efficiency. Communications wire and cable products
transmit low-voltage signals for voice, data, video and control applications.
Energy cables include low-, medium- and high-voltage power distribution and
power transmission products. The Specialty segment is comprised of
application-specific cables for uses such as electrical power generation
(traditional fuels, alternative and renewable sources, and distributed
generation), the oil, gas and petrochemical industries, mining, industrial
automation, marine, military and aerospace applications, power applications in
the telecommunications industry, and other key industrial segments. Visit our
website at www.GeneralCable.com.

Statements in this press release, other than historical facts, are
forward-looking statements including without limitation, statements regarding
future financial results and performance, plans and objectives, capital
expenditures and the Company's or management's beliefs, expectations or
opinions. 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 domestic and local country price competition, particularly in
certain segments of the power cable, building wire and cordsets markets, and
other competitive pressures; general economic conditions, particularly in
construction; changes in customer purchasing patterns; the Company's ability to
increase manufacturing capacity and productivity; the Company's ability to
successfully complete and integrate acquisitions and divestitures; the cost of
raw materials, including copper; the impact of foreign currency fluctuations;
the impact of technological changes; the Company's ability to achieve
productivity improvements; and other factors which are discussed in the
Company's Report on Form 10-K filed with the Securities and Exchange Commission
on March 30, 2001, as well as periodic reports filed with the Commission.

                                       ###


Release No. 0363
10/31/01