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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL CABLE CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 06-1398235
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 TESSENEER DRIVE
HIGHLAND HEIGHTS, KENTUCKY 41076
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(Address of principal executive
offices including zip code)
GENERAL CABLE CORPORATION AND SUBSIDIARIES
BENEFIT EQUALIZATION PLAN
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(Full title of the plan)
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STEPHEN RABINOWITZ
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENERAL CABLE CORPORATION
4 TESSENEER DRIVE
HIGHLAND HEIGHTS, KENTUCKY 41076
(606) 572-8000
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(Name, address and telephone number of agent for service)
Copy To:
RICHARD G. SCHMALZL, ESQ.
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
511 WALNUT STREET
CINCINNATI, OHIO 45202
(513) 621-6464
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
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COMMON STOCK, PAR 50,000 SHARES $30.50 $1,525,000 $462.12(1)
VALUE $.01
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PARTICIPATION (2) (2) (2) (2)
INTERESTS(2)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
prices of General Cable Corporation common stock, par value $.01,
reported on the New York Stock Exchange on July 18, 1997.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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General Cable Corporation (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register 50,000 shares of its
common stock, par value $.01 ("Common Stock"), under the General Cable
Corporation and Subsidiaries Benefit Equalization Plan (the "Plan") and to
register interests in the Plan.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
The documents containing the information required in Part I of the
Registration Statement will be provided to each participant in the Plan as
required by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
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The following documents, as filed with the Commission, are
incorporated herein by reference:
(i) The Registrant's latest annual report and the Plan's latest annual
report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, or, in the case of the Registrant, either: (1) the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains
audited financial statements for the Registrant's latest fiscal year for which
statements have been filed, or (2) the Registrant's effective registration
statement on Form 10 or 20-F filed under the Securities Exchange Act of 1934
containing audited financial statements for the Registrant's latest fiscal
year; and
(ii) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 1-12983), as filed with the Commission on May
14, 1997, pursuant to Section 12(b) of the Securities Exchange Act of 1934 as
incorporated by reference from the Registrant's Form S-1 (File No. 333-22961)
first filed with the Commission on March 7, 1997.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The validity of the interests in the Plan being registered hereby has
been passed upon by Robert J. Siverd, general counsel to the Company. Mr.
Siverd is a participant in the Plan.
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Item 6. Indemnification of Directors and Officers.
------------------------------------------
Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law ("DGCL"), Article VII of the Registrant's Certificate of
Incorporation contains provisions which eliminate personal liability of members
of its board of directors for violations of their fiduciary duty of care.
Neither the DGCL nor the Certificate of Incorporation, however, limits the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where
such payment or repurchase is not permitted under the DGCL, or obtaining an
improper personal benefit. Article VII of the Registrant's Certificate of
Incorporation also provides that if the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, the
liability of a director of the Registrant shall be eliminated or limited to the
fullest extent permitted by the DGCL, as amended.
In accordance with Section 145 of the DGCL, which provides for the
indemnification of directors, officers and employees under certain
circumstances, Article XIV of the Registrant's Bylaws provides that the
Registrant is obligated to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the Registrant
in which such person has been adjudged liable to the Registrant) by reason of
the fact that he is or was a director, officer or employee of the Registrant,
or is or was a director, officer or employee of the Registrant serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses, judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In the case of any action, suit or proceeding by or in
the right of the Registrant in which a claim, issue or matter as to which such
person shall have been adjudged to be liable to the Registrant, such person
shall be indemnified only to the extent that the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought has
determined that such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.
The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it
may be required or permitted by law to pay to indemnify directors and officers.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit Description of Exhibit
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4.1 Certificate of Incorporation of General Cable Corporation
4.2 Bylaws of General Cable Corporation
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5.1 Opinion of Robert J. Siverd
23.1 Consent of Robert J. Siverd (included in opinion)
23.2 Consent of Deloitte & Touche LLP
Item 9. Undertakings
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A. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the mater has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
B. SUBSEQUENT EXCHANGE OF DOCUMENTS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. OTHER
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
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of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remains unsold at the termination
of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Highland Heights, Commonwealth of Kentucky, on
this 23rd day of July, 1997.
GENERAL CABLE CORPORATION
By: /s/ Stephen Rabinowitz
------------------------
Stephen Rabinowitz
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
July 23, 1997 /s/ Stephen Rabinowitz
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Stephen Rabinowitz
Chairman, President and
Chief Executive Officer
(principal executive officer)
July 23, 1997 /s/ Gregory B. Kenny
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Gregory B. Kenny
Executive Vice President,
Chief Operating Officer
and Director
July 23, 1997 /s/ Kevin J. Doyle
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Kevin J. Doyle
Director
July 23, 1997 /s/ David A. Roper
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David A. Roper
Director
July 23, 1997 /s/ Christopher F. Virgulak
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Christopher F. Virgulak
Chief Financial Officer
(principal accounting and
financial officer)
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Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Highland Heights,
Commonwealth of Kentucky, on this 23rd day of July, 1997.
GENERAL CABLE CORPORATION
AND SUBSIDIARIES BENEFIT
EQUALIZATION PLAN
By: /s/ Robert J. Siverd
--------------------------
Name: Robert J. Siverd
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Title: Member, Administrative
Committee
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INDEX TO EXHIBITS
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Exhibit Description of Exhibit
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4.1 Certificate of Incorporation of General Cable Corporation
Filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 333-22961) as amended,
declared effective by the SEC on May 15, and
incorporated by reference herein.
4.2 Bylaws of General Cable Corporation
Filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 333-22961) as amended,
declared effective by the SEC on May 15, and
incorporated by reference herein.
5.1 Opinion of Robert J. Siverd
23.1 Consent of Robert J. Siverd (included in opinion)
23.2 Consent of Deloitte & Touche LLP
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EXHIBIT 5.1
July 23, 1997
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
Re: Registration Statement on Form S-8
Gentlemen:
I am General Counsel of General Cable Corporation, a Delaware
corporation (the "Company"), and have acted as counsel to the Company in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 (the "Registration Statement") of up to 50,000 shares of the
Company's Common Stock, $.01 par value (the "Shares") and an indeterminate
amount of plan interests (the "Plan Interests") issuable under the General
Cable Corporation and Subsidiaries Benefit Equalization Plan (the "Plan"). The
Shares will be purchased in the open market.
As counsel for the Company I have made such legal and factual
examinations and inquiries as I deemed advisable for the purpose of rendering
this opinion. In addition, I have examined such documents and materials,
including the Certificate of Incorporation, Bylaws, and other corporate records
of the Company, as I have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, I am of the opinion that the Plan
Interests, when extended in accordance with the terms of the Plan, will be
validly issued.
I hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto.
Very truly yours,
/s/ Robert J. Siverd
Robert J. Siverd, Esq.
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
General Cable Corporation on Form S-8 relating to the General Cable Corporation
and Subsidiaries Benefit Equalization Plan of our report dated February 7,
1997, except for note 19, for which the date is April 18, 1997, appearing in
Amendment No. 3 to Registration Statement No. 333-22961 on Form S-1 of General
Cable Corporation dated May 15, 1997.
/s/ DELOITTE & TOUCHE LLP
Cincinnati, Ohio
July 21, 1997
