sctovi
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
General Cable
Corporation
(Name of Subject Company
(Issuer) and Filing Person (Offeror))
1.00% SENIOR CONVERTIBLE NOTES
DUE 2012
(Title of Class of
Securities)
369300AJ7 and
369300AK4
(CUSIP Number of Class of
Securities)
Robert J. Siverd
Executive Vice President,
General Counsel and Secretary
General Cable
Corporation
4 Tesseneer Drive
Highland Heights, Kentucky
41076-9753
(859) 572-8000
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of filing person)
Copies to:
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Alan H. Lieblich, Esquire
Jeffrey M. Taylor, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania
19103-6998
Telephone:
(215) 569-5500
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John D. Lobrano, Esquire
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York
10017-3954
Telephone:
(212) 455-2000
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CALCULATION
OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$415,921,875
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$23,208.44
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(1)
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For purposes of calculating the
filing fee pursuant to Sections 13(e)(3) and (5) of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Rules 0-11(a)(4) and (b)(2)
promulgated thereunder, the Transaction Valuation was calculated
based upon the average of the bid and asked price of the
1.00% Senior Convertible Notes due 2012 in the
over-the-counter market as of October 22, 2009.
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(2)
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The filing fee, calculated in
accordance with Section 13(e)(3) of the Exchange Act, is
equal to $55.80 for each $1,000,000 of the aggregate Transaction
Value, and, as set forth below, has been offset as provided in
Section 13(e)(3) by $23,208.44, representing the
registration fees paid under Section 6(b) of the Securities
Act of 1933, as amended, with respect to this transaction.
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid: $23,208.44
Form or Registration No.:
Form S-4
Filing Party: General Cable Corporation
Date Filed: October 27, 2009
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
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Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
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TABLE OF CONTENTS
This Issuer Tender Offer Statement on Schedule TO (the
“Schedule TO”) is filed by General Cable
Corporation, a Delaware corporation (the “Company”),
and relates to an offer (the “Exchange Offer”) by the
Company to exchange $925 principal amount of the Company’s
new Subordinated Convertible Notes due 2029 (the “2029
Notes”) for each $1,000 principal amount of the
Company’s 1.00% Senior Convertible Notes due 2012 (the
“2012 Notes”), upon the terms and subject to the
conditions set forth in the preliminary prospectus dated
October 27, 2009 (the “Prospectus”) and the
related letter of transmittal. The Company will also pay in cash
accrued and unpaid interest on 2012 Notes accepted for exchange
from the last interest payment date to, but excluding, the date
on which the exchange of any 2012 Notes that are accepted for
exchange is settled. As of the date of the Prospectus, the
aggregate principal amount of 2012 Notes outstanding was
$475,000,000. If all of the 2012 Notes are accepted for exchange
pursuant to the Exchange Offer, $439,375,000 aggregate principal
amount of 2029 Notes will be issued.
The Prospectus forms part of the Company’s Registration
Statement on
Form S-4,
as filed with the Securities and Exchange Commission (the
“SEC”) on October 27, 2009 (the
“Registration Statement”), relating to the 2029 Notes
(and shares of the Company’s common stock, $.01 par
value per share (the “Common Stock”), that may be
received upon the conversion of the 2029 Notes in accordance
with the terms and conditions thereof) to be issued in respect
of 2012 Notes which have been accepted for exchange in the
Exchange Offer. The Prospectus and the related letter of
transmittal are filed as exhibits (a)(1)(i) and (a)(1)(ii)
hereto, respectively, and are incorporated by reference herein
to the extent provided herein. The Exchange Offer is subject to
the general conditions discussed in the Prospectus under
“The Exchange Offer — Conditions to the Exchange
Offer.” In addition, the Exchange Offer is conditioned upon
the Registration Statement having been declared effective and
not being subject to a stop order or any proceeding for that
purpose. The Exchange Offer is also conditioned on at least
$100,000,000 in aggregate principal amount of the 2012 Notes
being validly tendered and not validly withdrawn upon the
expiration of the Exchange Offer. The Exchange Offer will expire
at midnight, New York City time, on November 24, 2009,
unless earlier terminated or extended by the Company.
This Schedule TO is being filed in satisfaction of the
reporting requirements of
Rules 13e-4(b)(1)
and (c)(2) promulgated under the Securities Exchange Act of
1934, as amended. To the extent noted, information set forth in
the Registration Statement is incorporated by reference in
response to Items 1 through 13 of this Schedule TO,
except those items as to which information is specifically
provided herein.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the Prospectus under the headings
“Questions and Answers About the Exchange Offer” and
“Summary — Summary of The Exchange Offer” is
incorporated herein by reference in response to this Item.
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Item 2.
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Subject
Company Information.
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(a) Name and Address. The name of the
subject company is General Cable Corporation. The address of the
Company’s principal executive offices is 4 Tesseneer Drive,
Highland Heights, Kentucky
41076-9753.
The Company’s telephone number is
(859) 572-8000.
(b) Securities. The subject class of
securities is the Company’s 1.00% Senior Convertible
Notes due 2012. As of October 26, 2009, $475,000,000 in
aggregate principal amount of the 2012 Notes were outstanding.
(c) Trading Market and Price. The 2012
Notes are not listed for trading on any national securities
exchange. To the knowledge of the Company, there is no
established trading market for the 2012 Notes.
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Item 3.
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Identity
and Background of Filing Person.
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(a) Name and Address. The filing person
is the subject company. The information set forth in response to
Item 2(a) above is incorporated herein by reference in
response to this Item.
The following persons are the directors, executive officers and
controlling persons of the Company:
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Name
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Position
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Gregory B. Kenny
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President, Chief Executive Officer and Director
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Brian J. Robinson
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Executive Vice President, Chief Financial Officer and Treasurer
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Robert J. Siverd
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Executive Vice President, General Counsel and Secretary
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Domingo Goenaga
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Executive Vice President, President and Chief Executive Officer,
General Cable Europe and North Africa
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Gregory J. Lampert
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Executive Vice President, President and Chief Executive Officer,
General Cable North America
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Roddy Macdonald
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Executive Vice President, Global Sales and Business Development
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Mathias Sandoval
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Executive Vice President, General Cable Rest of World, President
and Chief Executive Officer, Phelps Dodge International
Corporation
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Gregory E. Lawton
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Director
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Craig P. Omtvedt
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Director
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Robert A. Smialek
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Director
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John E. Welsh, III
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Director
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The address and telephone number of each director and executive
officer is:
c/o General
Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky
41076-9753,
(859) 572-8000.
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Item 4.
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Terms
of the Transaction.
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(a) Material Terms. The information
contained in the Prospectus under the headings “Questions
and Answers About the Exchange Offer,” “The Exchange
Offer,” “Description of the 2029 Notes,”
“Comparison of the 2029 Notes to the 2012 Notes” and
“Material U.S. Federal Income Tax Considerations”
and in the related letter of transmittal, is incorporated herein
by reference in response to this Item.
(b) Purchases. The information set forth
in the Prospectus under the heading “Interests of Directors
and Executive Officers” is incorporated herein by reference
in response to this Item.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the
Prospectus under the headings “The Exchange Offer,”
“Description of Other Indebtedness,” “Description
of the 2029 Notes,” “Description of Capital
Stock,” “The Dealer Managers,” “The Exchange
Agent and The Information Agent” and “Interests of
Directors and Executive Officers” is incorporated herein by
reference in response to this Item. The 2012 Notes are governed
by the Indenture, dated as of October 2, 2007, by and among
the Company, the subsidiary guarantors and U.S. Bank
National Association, as Trustee, as supplemented by the First
Supplemental Indenture, dated as of October 31, 2007, by
the Second Supplemental Indenture, dated as of April 18,
2008, and by the Third Supplemental Indenture, dated as of
September 2, 2009, which are incorporated by reference
herein as Exhibits (d)(i), (d)(ii), (d)(iii) and (d)(iv) hereto.
The 2029 Notes will be governed by an indenture by and between
the Company and U.S. Bank National Association, as Trustee,
a form of which has been filed as an exhibit to the Registration
Statement and is incorporated by reference herein as Exhibit
(d)(v) hereto.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a) Purposes. The information set forth
in the Prospectus under the headings “Questions and Answers
About the Exchange Offer — Why are you making the
exchange offer?,” “Summary — Summary of the
Exchange Offer — Purpose of the exchange offer”
and “The Exchange Offer — Purpose of the Exchange
Offer” is incorporated herein by reference in response to
this Item.
(b) Use of Securities Acquired. The 2012
Notes accepted for exchange by the Company pursuant to the
Exchange Offer will be cancelled and retired.
(c) Plans.
(1) None.
(2) None.
(3) The information set forth in the Prospectus under the
headings “Capitalization” and “Comparison of the
2029 Notes to the 2012 Notes” is incorporated herein by
reference in response to this Item.
(4) None.
(5) None.
(6) None.
(7) None.
(8) None.
(9) None.
(10) None.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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(a) Source of Funds. The information set
forth in the Prospectus under the headings “Questions and
Answers About the Exchange Offer — What will I receive
in the exchange offer if my 2012 notes are accepted for
exchange?,” “Questions and Answers About the Exchange
Offer — What aggregate principal amount of 2012 notes
is being sought in the exchange offer?,”
“Summary — Summary of the Exchange
Offer — The exchange offer,”
“Capitalization,” and “The Exchange
Offer — Terms of the Exchange Offer” is
incorporated herein by reference in response to this Item. Any
cash paid to holders of 2012 Notes in respect of accrued and
unpaid interest on 2012 Notes and as a result of the minimum
denomination threshold of the 2029 Notes will be paid from the
Company’s cash on hand.
(b) Conditions. The information set forth
in the Prospectus under the headings “Questions and Answers
About the Exchange Offer — What are the conditions to
the exchange offer?,” “Summary — Summary of
the Exchange Offer — Conditions to the exchange
offer,” and “The Exchange Offer — Conditions
to the Exchange Offer” is incorporated herein by reference
in response to this Item.
(d) Borrowed Funds. Not applicable.
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Item 8.
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Interest
in the Securities of the Subject Company.
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(a) Securities Ownership. The information
set forth in the Prospectus under the heading “Interests of
Directors and Executive Officers” is incorporated by
reference herein in response to this Item. In addition, neither
the Company nor any of its majority-owned subsidiaries owns any
of the 2012 Notes.
(b) Securities Transactions. The
information set forth in the Prospectus under the heading
“Interests of Directors and Executive Officers” is
incorporated by reference herein in response to this Item.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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(a) Solicitations or Recommendations. The
information set forth in the Prospectus under the headings
“The Dealer Managers,” “The Exchange Agent and
The Information Agent” and “Fees and Expenses” is
incorporated herein by reference in response to this Item. None
of the Company, the dealer managers, the exchange agent, the
information agent or any other person is making any
recommendation as to whether holders of 2012 Notes should tender
such 2012 Notes for exchange in the Exchange Offer.
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Item 10.
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Financial
Statements.
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(a) Financial Information. The ratios of
earnings to fixed charges and preferred dividends included in
the Prospectus under the headings “Selected Historical
Financial Information” and “Ratio of Earnings to
Combined Fixed Charges and Preferred Dividends” are
incorporated herein by reference in response to this Item. In
addition, the financial statements and other information set
forth (i) in Item 8 of Exhibit 99.1 to the
Company’s Current Report on
Form 8-K
dated August 12, 2009 and (ii) in Part I,
Item 1 of the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended July 3, 2009 are, in each
case, incorporated by
reference herein in response to this Item and may be accessed
electronically on the SEC’s website at
http://www.sec.gov.
The book value per share of Common Stock as of July 3, 2009
was $20.13.
(b) Pro Forma Information. Not
applicable.
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Item 11.
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Additional
Information.
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(a) Agreements, Regulatory Requirements and Legal
Proceedings. The information set forth in the
Prospectus under the headings “Summary — Summary
of the Exchange Offer — Required approvals,”
“The Exchange Offer — Conditions to the Exchange
Offer,” “The Exchange Offer — Compliance
With ‘Short Tendering’ Rule,” “The Exchange
Offer — Compliance with Securities Laws,” and
“Interests of Directors and Executive Officers” is
incorporated herein by reference in response to this Item.
(b) Other Material Information. Not
applicable.
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(a)(1)(i)
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Prospectus, dated October 27, 2009 (incorporated herein by
reference to the Company’s Registration Statement on
Form S-4
filed on October 27, 2009).
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(a)(1)(ii)
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Form of Letter of Transmittal (incorporated herein by reference
to Exhibit 99.1 to the Company’s Registration
Statement on
Form S-4
filed on October 27, 2009).
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(a)(1)(iii)
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Form of Notice of Withdrawal (incorporated herein by reference
to Exhibit 99.2 to the Company’s Registration
Statement on
Form S-4
filed on October 27, 2009).
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(a)(1)(iv)
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Press Release, dated October 27, 2009 (incorporated herein by
reference to Exhibit 99.1 to the Company’s Current
Report on
Form 8-K,
dated October 27, 2009, pursuant to Rule 425 under the
Securities Act of 1933, as amended, and deemed filed pursuant to
Rule 13e-4(c)
under the Securities Exchange Act of 1934, as amended).
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(a)(4)(i)
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Exhibit (a)(1)(i) is incorporated herein by reference.
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(a)(4)(ii)
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Exhibit (a)(1)(iv) is incorporated herein by reference.
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(a)(4)(iii)
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Text of the website that is being maintained at
http://www.dfking.com/generalcable
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(b)
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None.
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(d)(i)
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Indenture governing the 1.00% Senior Convertible Notes due
2012, dated as of October 2, 2007, by and among the
Company, the subsidiary guarantors and U.S. Bank National
Association, as Trustee (incorporated herein by reference to
Exhibit 4.1 to the Company’s Current Report on
Form 8-K,
dated October 2, 2007).
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(d)(ii)
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First Supplemental Indenture with respect to the
1.00% Senior Convertible Notes due 2012, dated as of
October 31, 2007, by and among the Company, the subsidiary
guarantors and U.S. Bank National Association, as Trustee
(incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on
Form 8-K,
dated October 29, 2007).
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(d)(iii)
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Second Supplemental Indenture with respect to the
1.00% Senior Convertible Notes due 2012, dated as of
April 18, 2008, by and among the Company, the subsidiary
guarantors and U.S. Bank National Association, as Trustee
(incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on
Form 8-K,
dated April 18, 2008).
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(d)(iv)
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Third Supplemental Indenture with respect to the
1.00% Senior Convertible Notes due 2012, dated as of
September 2, 2009, by and among the Company, the subsidiary
guarantors and U.S. Bank National Association, as Trustee
(incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on
Form 8-K,
dated August 28, 2009).
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(d)(v)
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Form of Indenture by and between the Company and U.S. Bank
National Association, as Trustee, governing the 2029 Notes
(incorporated herein by reference to Exhibit 4.8 to the
Company’s Registration Statement on
Form S-4
filed on October 27, 2009).
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(g)
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None.
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(h)
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Tax opinion of Blank Rome LLP (incorporated by reference to
Exhibit 8.1 to the Company’s Registration Statement on
Form S-4
filed on October 27, 2009).
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Item 13.
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Information
Required by
Schedule 13E-3.
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(a) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
GENERAL CABLE CORPORATION
Name: Robert J. Siverd
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: October 27, 2009
EXHIBIT INDEX
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(a)(1)(i)
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Prospectus, dated October 27, 2009 (incorporated herein by
reference to the Company’s Registration Statement on
Form S-4
filed on October 27, 2009).
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(a)(1)(ii)
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Form of Letter of Transmittal (incorporated herein by reference
to Exhibit 99.1 to the Company’s Registration
Statement on
Form S-4
filed on October 27, 2009).
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(a)(1)(iii)
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Form of Notice of Withdrawal (incorporated herein by reference
to Exhibit 99.2 to the Company’s Registration
Statement on
Form S-4
filed on October 27, 2009).
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(a)(1)(iv)
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Press Release, dated October 27, 2009 (incorporated herein
by reference to Exhibit 99.1 to the Company’s Current
Report on
Form 8-K,
dated October 27, 2009, pursuant to Rule 425 under the
Securities Act of 1933, as amended, and deemed filed pursuant to
Rule 13e-4(c)
under the Securities Exchange Act of 1934, as amended).
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(a)(4)(i)
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Exhibit (a)(1)(i) is incorporated herein by reference.
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(a)(4)(ii)
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Exhibit (a)(1)(iv) is incorporated herein by reference.
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(a)(4)(iii)
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Text of the website that is being maintained at
http://www.dfking.com/generalcable
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(b)
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None.
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(d)(i)
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Indenture governing the 1.00% Senior Convertible Notes due
2012, dated as of October 2, 2007, by and among the
Company, the subsidiary guarantors and U.S. Bank National
Association, as Trustee (incorporated herein by reference to
Exhibit 4.1 to the Company’s Current Report on
Form 8-K,
dated October 2, 2007).
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(d)(ii)
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First Supplemental Indenture with respect to the
1.00% Senior Convertible Notes due 2012, dated as of
October 31, 2007, by and among the Company, the subsidiary
guarantors and U.S. Bank National Association, as Trustee
(incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on
Form 8-K,
dated October 29, 2007).
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(d)(iii)
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Second Supplemental Indenture with respect to the
1.00% Senior Convertible Notes due 2012, dated as of
April 18, 2008, by and among the Company, the subsidiary
guarantors and U.S. Bank National Association, as Trustee
(incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on
Form 8-K,
dated April 18, 2008).
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(d)(iv)
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Third Supplemental Indenture with respect to the
1.00% Senior Convertible Notes due 2012, dated as of
September 2, 2009, by and among the Company, the subsidiary
guarantors and U.S. Bank National Association, as Trustee
(incorporated herein by reference to Exhibit 4.3 to the
Company’s Current Report on
Form 8-K,
dated August 28, 2009).
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(d)(v)
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Form of Indenture by and between the Company and U.S. Bank
National Association, as Trustee, governing the 2029 Notes
(incorporated herein by reference to Exhibit 4.8 to the
Company’s Registration Statement on
Form S-4
filed on October 27, 2009).
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(g)
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None.
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(h)
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Tax opinion of Blank Rome LLP (incorporated by reference to
Exhibit 8.1 to the Company’s Registration Statement on
Form S-4
filed on October 27, 2009).
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