General Cable Corporation Form SC TO-I
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Rule 14d-100)
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))
5.75% Series A Redeemable Convertible Preferred Stock,
$50.00 Liquidation Preference Per Share
(Title of Class of Securities)
369300207, 369300306
(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
(859) 572-8000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing
person)
With Copies to:
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Alan H. Lieblich, Esquire |
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Robert Evans III, Esquire |
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Jeffrey M. Taylor, Esquire |
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Shearman & Sterling LLP |
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Blank Rome LLP |
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599 Lexington Avenue |
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One Logan Square |
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New York, New York 10022-6069 |
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Philadelphia, Pennsylvania 19103-6998 |
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(212) 848-4000 |
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(215) 569-5500 |
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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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$188,361,537
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$22,170.15 |
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| (1) |
For purposes of calculating the filing fee pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Rule 0-11(b)(2)
promulgated thereunder, the Transaction Valuation was calculated
on the basis of the product of (a) 2,069,907 shares of
the Registrant’s 5.75% Series A Redeemable Convertible
Preferred Stock (“Preferred Stock”) proposed to be
acquired by the Registrant and (b) $91.00, which is the
average of the bid and asked price of the Preferred Stock on the
over-the-counter market as of November 4, 2005. |
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| (2) |
The filing fee, calculated in accordance with
Section 13(e)(3) of the Exchange Act is equal to $117.70
for each $1,000,000 of the aggregate Transaction Value, and, as
set forth below, has been offset as provided in
Rule 0-11(a)(2) by $20,215.04, 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 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: $20,215.04
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Filing Party: General Cable Corporation |
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Form or Registration No.: Form S-4 (File
No. 333-129577)
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Date Filed: November 9, 2005 |
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
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. |
o Amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
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 “Conversion Offer”) by
the Company to pay a cash premium upon the conversion of any and
all of the Company’s 5.75% Series A Redeemable
Convertible Preferred Stock, $50.00 liquidation preference per
share (the “Preferred Stock”), into shares of the
Company’s common stock, $0.01 par value per share (the
“Common Stock”), upon the terms and subject to the
conditions set forth in the conversion offer prospectus dated
November 9, 2005 (the “Conversion Offer
Prospectus”) and the related letter of transmittal. The
Conversion Offer Prospectus and the related letter of
transmittal form parts of the Company’s Registration
Statement on Form S-4 (File No. 333-129577), as filed
with the Securities and Exchange Commission (the
“SEC”) on November 9, 2005 (the
“Registration Statement”), relating to the shares of
Common Stock to be issued to holders of Preferred Stock who
validly surrender their shares of Preferred Stock for conversion
in the Conversion Offer, and the Conversion Offer Prospectus and
the related letter of transmittal are incorporated herein by
reference to the extent provided herein.
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. |
Summary Term Sheet. |
Information is being disclosed to security holders through the
Conversion Offer Prospectus, which is a prospectus meeting the
requirements of Rule 421(d) under the Securities Act of
1933, as amended. A summary term sheet is provided on
pages 5 to 7 of the Conversion Offer Prospectus.
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| Item 2. |
Subject Company Information. |
(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. Its telephone number is
(859) 572-8000.
(b) Securities. The subject class of securities is
the Company’s 5.75% Series A Redeemable Convertible
Preferred Stock, $50.00 liquidation preference per share. As of
November 4, 2005, 2,069,907 shares of Preferred Stock
were outstanding.
(c) Trading Market and Price. The information with
respect to the Preferred Stock contained in the section entitled
“Market for Our Common Stock and Series A Preferred
Stock” in the Conversion Offer Prospectus is incorporated
herein by reference in response to this item.
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| Item 3. |
Identity and Background of Filing Person. |
(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.
1
The following persons are the directors, executive officers and
controlling persons of the Company.
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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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Christopher F. Virgulak
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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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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 |
The address and telephone number of each director and executive
officer is: c/o General Cable Corporation, 4 Tesseneer
Drive, Highland Heights, Kentucky 41076, (859) 572-8000.
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| Item 4. |
Terms of the Transaction. |
(a) Material Terms. The information contained in the
Conversion Offer Prospectus in the sections entitled “The
Conversion Offer,” “Comparison of Rights Between the
Series A Preferred Stock and Our Common Stock” 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) Purchasers. The Company does not believe that
any shares of Preferred Stock are owned by any officer, director
or affiliate of the Company and therefore no securities will be
purchased by the Company from any such persons in the Conversion
Offer.
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| Item 5. |
Past Contacts, Transactions, Negotiations and
Agreements. |
(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the Conversion
Offer Prospectus in the sections entitled “The Conversion
Offer,” “Dealer Manager,” “Information
Agent,” “Conversion Agent,” and “Interests
of Directors and Officers,” and in the related letter of
transmittal, is incorporated herein by reference in response to
this item.
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| Item 6. |
Purposes of the Transaction and Plans or Proposals. |
(a) Purposes. The information set forth in the
Conversion Offer Prospectus in the section entitled “The
Conversion Offer — Purpose and Effect” is
incorporated herein by reference in response to this item.
(b) Use of Securities Acquired. Shares of Preferred
Stock accepted for conversion in the Conversion Offer will be
retired and cancelled.
(c) Plans. The information set forth in the
Conversion Offer Prospectus in the sections entitled
Summary — Recent Developments,” “Risk
Factors — Risks Related to Our Business —
Our substantial debt could adversely affect our business,”
“Capitalization,” and “The Conversion Offer”
is incorporated herein by reference in response to this item.
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| Item 7. |
Source and Amount of Funds or Other Consideration. |
(a) Source of Funds. The information set forth in
the Conversion Offer Prospectus in the sections entitled
“Summary — Sources and Amount of Conversion
Consideration,” “The Conversion Offer —
Terms of the Conversion Offer” and
“Capitalization” is incorporated herein by reference
in response to this item.
2
(b) Conditions. The information set forth in the
Conversion Offer Prospectus in the sections entitled “The
Conversion Offer — Terms of the Conversion Offer”
and “The Conversion Offer — Conditions to the
Conversion Offer” is incorporated herein by reference in
response to this item.
(d) Borrowed Funds. The information set forth in the
Conversion Offer Prospectus in the sections entitled “The
Conversion Offer — Terms of the Conversion Offer”
is incorporated herein by reference in response to this item. In
addition, the information set forth in the section entitled
“Liquidity and Capital Resources” in Part II,
Item 2 of the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30,
2005 relating to the material terms and conditions of the
Company’s senior secured credit facility is incorporated
herein by reference in response to this item. This senior
secured credit facility is maintained pursuant to a Credit
Agreement among the Company, Merrill Lynch Capital as Collateral
and Syndication Agent, UBS AG as Administrative Agent and the
other lenders named in such agreement.
Other than such repayments of principal or interest as may be
required pursuant to the terms of the senior secured credit
facility, the Company has no present plans or arrangements to
finance or repay any amounts borrowed thereunder in connection
with the Conversion Offer.
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| Item 8. |
Interest in the Securities of the Subject Company. |
The information set forth in the Conversion Offer Prospectus in
the section entitled “Interests of Directors and
Officers” is incorporated herein by reference in response
to this item.
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| Item 9. |
Persons/ Assets, Retained, Employed, Compensated or
Used. |
(a) Solicitations or Recommendations. The
information set forth in the Conversion Offer Prospectus in the
sections entitled “Dealer Manager,” “Information
Agent” and “Conversion Agent” is incorporated
herein by reference in response to this item. None of the
Company, the Dealer Manager, the Conversion Agent or the
Information Agent is making any recommendation as to whether
holders of Preferred Stock should convert such shares in the
Conversion Offer.
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| Item 10. |
Financial Statements. |
Financial information incorporated by reference in response to
this Item 10 may be inspected, and copies thereof obtained,
in the manner described in the sections of the Conversion Offer
Prospectus entitled “Incorporation of Certain Documents by
Reference” and “Where You Can Find More
Information,” which sections are incorporated herein by
reference in response to this item.
(a) Financial Information.
(1) Audited financial statements of the Company and related
notes thereto for the years ended December 31, 2003 and
2004, located on pages 39 to 73 of the Company’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, as filed with the SEC on March 30,
2005, as amended by Amendment No. 1 on Form 10-K/ A,
as filed with the SEC on April 29, 2005, are incorporated
herein by reference in response to this item.
(2) Unaudited financial statements of the Company and
related notes thereto for the fiscal quarter ended
September 30, 2005, located on pages 3 to 30 of the
Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2005, as filed with the SEC on
November 7, 2005, are incorporated herein by reference in
response to this item.
(3) Information on the Company’s ratio of earnings to
combined fixed charges and preferred dividends, contained in the
sections of the Conversion Offer Prospectus entitled “Ratio
of Earnings to Combined Fixed Charges and Preferred
Dividends” and “Selected Historical Financial
Information,” is incorporated herein by reference in
response to this item.
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(4) Information on the Company’s book value per share
as of September 30, 2005 is incorporated herein by
reference in response to this item from the section of the
Conversion Offer Prospectus entitled “Selected Historical
Financial Information.”
(b) Pro Forma Information. Pro forma financial
information of the Company, located in the section of the
Conversion Offer Prospectus entitled “Selected Historical
Financial Information,” is incorporated by reference in
response to this item.
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| Item 11. |
Additional Information. |
(a) Agreements, Regulatory Requirements and Legal
Proceedings. The information set forth in the Conversion
Offer Prospectus in the sections entitled “Interests of
Directors and Officers” and “The Conversion
Offer — Conditions to the Conversion Offer” is
incorporated herein by reference in response to this item.
(b) Other Material Information. Not applicable.
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| Exhibit |
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Description |
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(a)(1)(i)
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Conversion Offer Prospectus, dated November 9, 2005
(incorporated herein by reference to the Registration Statement) |
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(a)(1)(ii)
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Letter of Transmittal (incorporated by reference to
Exhibit 99.1 to the Registration Statement) |
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(a)(1)(iii)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit 99.2 to the Registration Statement) |
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(a)(1)(iv)
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Letter to Clients (incorporated by reference to
Exhibit 99.3 to the Registration Statement) |
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(a)(1)(v)
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Form W-9 and Instructions thereto (incorporated by
reference to Exhibit 99.4 to the Registration Statement) |
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(a)(1)(vi)
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Press Release, dated November 9, 2005 (filed 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) |
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(b)(1)
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Credit Agreement by and among the Company, General Cable
Industries, Inc., Merrill Lynch Capital as Collateral and
Syndication Agent, UBS AG as Administrative Agent, and the other
guarantors and lenders who are signatories thereto, dated
November 24, 2003 (incorporated by reference to
Exhibit 10.63 to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2003,
as filed with the SEC on March 12, 2004 (File
No. 1-12983)) |
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(b)(2)
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First Amendment, dated April 14, 2004, to the Credit
Agreement by and among the Company, General Cable Industries,
Inc., Merrill Lynch Capital as Collateral and Syndication Agent,
UBS AG as Administrative Agent, and the other guarantors and
lenders who are signatories thereto, dated November 24,
2003 (incorporated by reference to Exhibit 10.66 to the
Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004, as filed with the SEC on
May 7, 2004 (File No. 1-12983)) |
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(b)(3)
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Amended and Restated Credit Agreement, by and among the Company,
Merrill Lynch Capital as Collateral and Syndication Agent, UBS
AG as Administrative Agent, and the other guarantors and lenders
who are signatories thereto, dated October 22, 2004
(incorporated by reference to Exhibit 10.69 to the
Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 1, 2004, as filed with the SEC on
November 5, 2004 (File No. 1-12983)) |
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(d)(1)
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Dealer Manager Agreement, dated November 9, 2005, by and
between the Company and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (incorporated herein by reference to
Exhibit 1.1 to the Registration Statement) |
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(d)(2)
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Conversion Agent Agreement, dated November 9, 2005, by and
between Mellon Investor Services LLC and General Cable
Corporation (incorporated by reference to Exhibit 99.5 to
the Registration Statement) |
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Description |
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(d)(3)
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Information Agent Agreement, dated November 2, 2005, by and
between D.F. King & Co., Inc. and General Cable
Corporation (incorporated by reference to Exhibit 99.6 to
the Registration Statement) |
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(h)
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Tax Opinion of Blank Rome LLP (incorporated herein by reference
to Exhibit 5.1 to the Registration Statement) |
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| Item 13. |
Information Required by Schedule 13E-3. |
Not
applicable.
5
SIGNATURES
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.
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GENERAL CABLE CORPORATION |
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Robert J. Siverd |
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Executive Vice President, General Counsel |
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and Secretary |
Date: November 9, 2005
6
EXHIBIT INDEX
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| Exhibit |
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Description |
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(a)(1)(i) |
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Conversion Offer Prospectus, dated November 9, 2005
(incorporated herein by reference to the Registration Statement) |
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(a)(1)(ii) |
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Letter of Transmittal (incorporated by reference to
Exhibit 99.1 to the Registration Statement) |
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(a)(1)(iii) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit 99.2 to the Registration Statement) |
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(a)(1)(iv) |
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Letter to Clients (incorporated by reference to
Exhibit 99.3 to the Registration Statement) |
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(a)(1)(v) |
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Form W-9 and Instructions thereto (incorporated by
reference to Exhibit 99.4 to the Registration Statement) |
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(a)(1)(vi) |
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Press Release, dated November 9, 2005 (filed 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) |
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(b)(1) |
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Credit Agreement by and among the Company, General Cable
Industries, Inc., Merrill Lynch Capital as Collateral and
Syndication Agent, UBS AG as Administrative Agent, and the other
guarantors and lenders who are signatories thereto, dated
November 24, 2003 (incorporated by reference to
Exhibit 10.63 to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2003,
as filed with the SEC on March 12, 2004 (File
No. 1-12983)) |
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(b)(2) |
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First Amendment, dated April 14, 2004, to the Credit
Agreement by and among the Company, General Cable Industries,
Inc., Merrill Lynch Capital as Collateral and Syndication Agent,
UBS AG as Administrative Agent, and the other guarantors and
lenders who are signatories thereto, dated November 24,
2003 (incorporated by reference to Exhibit 10.66 to the
Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004, as filed with the SEC on
May 7, 2004 (File No. 1-12983)) |
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(b)(3) |
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Amended and Restated Credit Agreement, by and among the Company,
Merrill Lynch Capital as Collateral and Syndication Agent, UBS
AG as Administrative Agent, and the other guarantors and lenders
who are signatories thereto, dated October 22, 2004
(incorporated by reference to Exhibit 10.69 to the
Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 1, 2004, as filed with the SEC on
November 5, 2004 (File No. 1-12983)) |
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(d)(1) |
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Dealer Manager Agreement, dated November 9, 2005, by and between
the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated herein by reference to
Exhibit 1.1 to the Registration Statement) |
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(d)(2) |
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Conversion Agent Agreement, dated November 9, 2005, by and
between Mellon Investor Services LLC and General Cable
Corporation (incorporated by reference to Exhibit 99.5 to
the Registration Statement) |
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(d)(3) |
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Information Agent Agreement, dated November 2, 2005, by and
between D.F. King & Co., Inc. and General Cable
Corporation (incorporated by reference to Exhibit 99.6 to
the Registration Statement) |
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(h) |
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Tax Opinion of Blank Rome LLP (incorporated herein by reference
to Exhibit 5.1 to the Registration Statement) |