<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
---------------------------------
A. Full Title of the Plan and the address of the Plan:
GENERAL CABLE CORPORATION
RETIREMENT AND SAVINGS PLAN
4 Tesseneer Drive
Highland Heights, Kentucky 41076
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
GENERAL CABLE CORPORATION
4 Tesseneer Drive
Highland Heights, Kentucky 41076
<PAGE> 2
REQUIRED INFORMATION
The following financial statements for the General Cable Corporation
Retirement and Savings Plan are attached hereto as Annex I:
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits,
December 31, 1996
Statement of Net Assets Available for Benefits,
December 31, 1995
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1996
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1995
Notes to Financial Statements
SUPPLEMENTAL SCHEDULE - Schedule of Assets Held for Investment
(Item 27a of Form 5500), December 31, 1996
SUPPLEMENTAL SCHEDULES OMITTED
Certain of the Plan's assets are invested in the General Cable
Corporation Master Defined Contribution Trust. Therefore, schedules
of investments held at December 31, 1996 and of reportable
transactions of the Master Trust for the year ended December 31, 1996
have been certified by the Master Trustee and have been separately
filed with the Department of Labor. Other supplemental schedules not
filed herewith are omitted because of the absence of conditions under
which they are required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
Also attached hereto as Exhibit 23 is the consent of Deloitte &
Touche, LLP, independent auditors.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
GENERAL CABLE CORPORATION
RETIREMENT AND SAVINGS PLAN
Date: July 23, 1997 By: /s/ Robert J. Siverd
----------------------------------------------
Name: Robert J. Siverd
--------------------------------------------
Title: Member, Retirement Plans Finnance Committee
-------------------------------------------
<PAGE> 4
ANNEX I
GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, December 31, 1996 2
Statement of Net Assets Available for Benefits, December 31, 1995 3
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1996 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1995 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULE - Schedule of Assets Held for Investment (Item 27a of
Form 5500), December 31, 1996 12
SUPPLEMENTAL SCHEDULES OMITTED.
</TABLE>
Certain of the Plan's assets are invested in the General Cable Corporation
Master Defined Contribution Trust. Therefore, schedules of investments held at
December 31, 1996 and of reportable transactions of the Master Trust for the
year ended December 31, 1996 have been certified by the Master Trustee and have
been separately filed with the Department of Labor. Other supplemental
schedules not filed herewith are omitted because of the absence of conditions
under which they are required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
<PAGE> 5
DELOITTE &
TOUCHE LLP
- --------------------------------------------------------------------------------
250 East Fifth Street Telephone:(513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
General Cable Corporation Retirement and Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the General Cable Corporation Retirement and Savings Plan ("the
Plan") as of December 31, 1996 and 1995, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental information by fund in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for the purpose of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of the individual funds. The supplemental schedules and
supplemental information by fund is the responsibility of the Plan's
management. Such supplemental schedules and supplemental information by fund
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ DELOITTE & TOUCHE LLP
June 27, 1997
- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------
<PAGE> 6
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------
AMERICAN NB SHORT-
FINANCIAL INTERMEDIATE NB CAPITAL NB EQUITY
GROUP STOCK GOVERNMENT GROWTH INCOME
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS:
Investment in General Cable:
Corporation Master Defined
Contribution Trust (Notes 1,2,4) $1,837,805 $6,083,563 $9,141,259 $9,165,942
Contributions receivable (Note 3) 15,705 23,765 20,901
---------- ---------- ---------- ----------
Total assets 1,837,805 6,099,268 9,165,024 9,186,843
LIABILITIES - Contributions payable to
employees (Note 7) 18,006 25,208 22,807
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,837,805 $6,081,262 $9,139,816 $9,164,036
========== ========== ========== ==========
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------
NB STRATEGIC
NB EQUITY FIXED NB
INDEX INCOME TREASURY LOAN
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS:
Investment in General Cable:
Corporation Master Defined
Contribution Trust (Notes 1,2,4) $11,990,771 $5,068,239 $7,938,570 $2,352,453 $53,578,602
Contributions receivable (Note 3) 26,315 12,682 13,295 112,663
----------- ---------- ---------- ---------- -----------
Total assets 12,017,086 5,080,921 7,951,865 2,352,453 53,691,265
LIABILITIES - Contributions payable to
employees (Note 7) 26,408 16,805 10,803 120,037
----------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $11,990,678 $5,064,116 $7,941,062 $2,352,453 $53,571,228
=========== ========== ========== ========== ===========
</TABLE>
See notes to financial statements.
- 2 -
<PAGE> 7
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------
AMERICAN NB SHORT-
FINANCIAL INTERMEDIATE NB CAPITAL NB EQUITY
GROUP STOCK GOVERNMENT GROWTH INCOME
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS:
Investment in General Cable Corporation Master
Defined Contribution Trust (Notes 1,2,4) $1,784,101 $5,922,438 $7,612,433 $7,197,027
Investment in insurance company
general account (unallocated contracts)
(Notes 1,2,5)
Cash
Contributions receivable (Note 3) 17,062 14,799
Receivable from General Cable Corporation Group
Retirement and Savings Plan 13,244
---------- ---------- ---------- ----------
Total assets 1,784,101 5,935,682 7,629,495 7,211,826
LIABILITIES - Payable to General
Cable Corporation
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,784,101 $5,935,682 $7,629,495 $7,211,826
========== ========== ========== ==========
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------------------------
NB STRATEGIC
NB EQUITY FIXED NB
INDEX INCOME TREASURY TRAVELERS LOAN
FUND FUND FUND CONTRACT FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment in General Cable Corporation Master
Defined Contribution Trust (Notes 1,2,4) $9,512,032 $5,543,329 $8,105,305 $2,293,424 $47,970,089
Investment in insurance company
general account (unallocated contracts)
(Notes 1,2,5) $1,476,418 1,476,418
Cash 41,039 41,039
Contributions receivable (Note 3) 17,646 11,129 12,644 73,280
Receivable from General Cable Corporation Group
Retirement and Savings Plan 13,244
---------- ---------- ---------- ---------- ---------- -----------
Total assets 9,529,678 5,554,458 8,117,949 1,517,457 2,293,424 49,574,070
LIABILITIES - Payable to General
Cable Corporation 246,086 246,086
---------- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $9,529,678 $5,554,458 $8,117,949 $1,271,371 $2,293,424 $49,327,984
========== ========== ========== ========== ========== ===========
</TABLE>
See notes to financial statements.
- 3 -
<PAGE> 8
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------
AMERICAN NB SHORT-
FINANCIAL INTERMEDIATE NB CAPITAL NB EQUITY NB EQUITY
GROUP STOCK GOVERNMENT GROWTH INCOME INDEX
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 387,950 $ 527,190 $ 478,113 $ 563,396
Employer 291,200 414,153 355,721 451,010
Other 14,394 60,777 26,790 44,890
---------- ---------- ---------- ---------- -----------
Total 693,544 1,002,120 860,624 1,059,296
Equity in net earnings of the General
Cable Corporation Master Defined
Contribution Trust (Notes 1,2,4) $ 397,507 156,965 1,397,805 1,487,789 2,183,478
Other investment income (Notes 2,4)
---------- ---------- ---------- ---------- -----------
Total increases 397,507 850,509 2,399,925 2,348,413 3,242,774
---------- ---------- ---------- ---------- -----------
DECREASES:
Distributions to participants (Note 3) 250,495 856,805 1,098,494 855,041 1,416,779
Other disbursements 5,434 3,260 2,755 1,116
---------- ---------- ---------- ---------- -----------
Total decreases 250,495 862,239 1,101,754 857,796 1,417,895
---------- ---------- ---------- ---------- -----------
INTERFUND TRANSFERS (93,308) 157,310 212,150 461,593 636,121
---------- ---------- ---------- ---------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 53,704 145,580 1,510,321 1,952,210 2,461,000
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 1,784,101 5,935,682 7,629,495 7,211,826 9,529,678
---------- ---------- ---------- ---------- -----------
End of year $1,837,805 $6,081,262 $9,139,816 $9,164,036 $11,990,678
========== ========== ========== ========== ===========
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------
NB STRATEGIC
FIXED INCOME NB TREASURY TRAVELERS LOAN
FUND FUND CONTRACT FUND TOTAL
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 341,786 $ 227,164 $ 2,525,599
Employer 221,741 416,522 2,150,347
Other 8,756 56,482 212,089
---------- ---------- -----------
Total 572,283 700,168 4,888,035
Equity in net earnings of the General
Cable Corporation Master Defined
Contribution Trust (Notes 1,2,4,5) 57,495 360,229 $ 172,775 6,214,043
Other investment income (Notes 2,4) $ 61,844 61,844
---------- ---------- ---------- ---------- -----------
Total increases 629,778 1,060,397 61,844 172,775 11,163,922
---------- ---------- ---------- ---------- -----------
DECREASES:
Distributions to participants (Note 3) 1,032,802 997,880 186,502 205,731 6,900,529
Other disbursements 1,641 5,943 20,149
---------- ---------- ---------- ---------- -----------
Total decreases 1,034,443 1,003,823 186,502 205,731 6,920,678
---------- ---------- ---------- ---------- -----------
INTERFUND TRANSFERS (85,677) (233,461) (1,146,713) 91,985
---------- ---------- ---------- ---------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (490,342) (176,887) (1,271,371) 59,029 4,243,244
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 5,554,458 8,117,949 1,271,371 2,293,424 49,327,984
---------- ---------- ---------- ---------- -----------
End of year $5,064,116 $7,941,062 $ $2,352,453 $53,571,228
========== ========== ========== ========== ===========
</TABLE>
See notes to financial statements.
- 4 -
<PAGE> 9
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
-----------------------------------------------------------------------------
American NB Short-
Financial Intermediate NB Capital NB Equity NB Equity
Group Stock Government Growth Income Index
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 390,842 $ 523,012 $ 467,115 $ 498,500
Employer 311,382 422,654 348,097 425,961
Other 1,579 11,402 6,795 14,606
---------- ---------- ---------- ---------- ----------
Total 703,803 957,068 822,007 939,067
Equity in net earnings of the General
Cable Corporation Master Defined
Contribution Trust (Notes 1,2,4,5) $ 361,290 736,630 1,676,526 1,599,600 2,574,527
Other investment income (Notes 2,4)
---------- ---------- ---------- ---------- ----------
Total increases 361,290 1,440,433 2,633,594 2,421,607 3,513,594
---------- ---------- ---------- ---------- ----------
DECREASES:
Distributions to participants (Note 3) 187,351 895,105 570,222 644,715 869,765
Other disbursements 25 4,621 803 2,870 1,129
---------- ---------- ---------- ---------- ----------
Total decreases 187,376 899,726 571,025 647,585 870,894
---------- ---------- ---------- ---------- ----------
INTERFUND TRANSFERS (203,709) (254,467) (216,177) (218,096) 348,574
---------- ---------- ---------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (29,795) 286,240 1,846,392 1,555,926 2,991,274
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,813,896 5,649,442 5,783,103 5,655,900 6,538,404
---------- ---------- ---------- ---------- ----------
End of year $1,784,101 $5,935,682 $7,629,495 $7,211,826 $9,529,678
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
NB Strategic
Fixed Income NB Treasury Travelers Loan
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 378,645 $ 263,891 $ 2,522,005
Employer 251,153 239,671 1,998,918
Other 8,928 913 44,223
---------- ---------- ---------- ---------- -----------
Total 638,726 504,475 4,565,146
Equity in net earnings of the General
Cable Corporation Master Defined
Contribution Trust (Notes 1,2,4,5) 830,450 473,910 8,252,933
Other investment income (Notes 2,4) 61,140 $ 102,204 163,344
---------- ---------- ---------- ---------- -----------
Total increases 1,469,176 1,039,525 102,204 12,981,423
---------- ---------- ---------- ---------- -----------
DECREASES:
Distributions to participants (Note 3) 516,186 1,521,094 197,656 $ 272,679 5,674,773
Other disbursements 3,133 5,694 18,275
---------- ---------- ---------- ---------- -----------
Total decreases 519,319 1,526,788 197,656 272,679 5,693,048
---------- ---------- ---------- ---------- -----------
INTERFUND TRANSFERS (78,025) 244,033 (23,629) 401,496
---------- ---------- ---------- ---------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 871,832 (243,230) (119,081) 128,817 7,288,375
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 4,682,626 8,361,179 1,390,452 2,164,607 42,039,609
---------- ---------- ---------- ---------- -----------
End of year $5,554,458 $8,117,949 $1,271,371 $2,293,424 $49,327,984
========== ========== ========== ========== ===========
</TABLE>
See notes to financial statements.
- 5 -
<PAGE> 10
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The assets of the Plan are maintained in the General Cable Corporation
Master Defined Contribution Trust ("Master Trust"). The following brief
description of the Plan is provided for general information only.
Participants should refer to the Summary Plan Description for more
information.
GENERAL - The General Cable Corporation Retirement and Savings Plan (the
"Plan") is a defined contribution plan of General Cable Corporation (the
"Company") consisting primarily of the following components: the Savings
Account which accumulates the participant's share of the trust funds
attributable to participant contributions (after tax contributions and
before tax deferrals); the Retirement Account which accumulates the
participant's share of the trust funds attributable to the Company's
discretionary contributions allocated to participants based on
compensation; Matching Contribution Account which accumulates the
participant's share of the trust funds attributable to Company matching
contributions; the Retirement Rollover Account which represents the
participant's share of the trust funds attributable to the rollover of
their accrued benefits under former retirement plans; and the Pre-Spinoff
Account which maintains the participant's share in the trust fund
attributable to Company contributions made to plans prior to the spinoff
from American Premier Underwriters, Inc. in July 1992.
The purpose of the Plan is to provide eligible employees with an
opportunity to save on a regular basis and thereby accumulate capital for
their retirement years. The Plan is intended to comply with the
provisions of Sections 401(a) and 401(k) of the Internal Revenue Code,
and the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA").
PARTICIPATION - Generally, employees of the Company or a participating
company as defined by the Plan, other than those included in a collective
bargaining unit and covered by an agreement between the Company and such
unit, are eligible to participate in the Plan upon completion of one year
of service. Participation in the Plan is voluntary as to the Savings
Account and automatic as to the Matching Contribution and Retirement
Accounts.
Separate participant accounts are maintained and participants can choose
from among the following investment funds within the Master Trust except
the American Financial Group Stock Fund, which was carried forward from
prior plans and is no longer available, and the Travelers Group Flexible
Annuity Contract which matured during 1996 and was not renewed.
The Investment Fund descriptions have been provided by the trustee of the
Plan or the plan administrator.
* AMERICAN FINANCIAL GROUP STOCK FUND - Invests principally in the
common stock of American Financial Group.
* NATIONSBANK SHORT-INTERMEDIATE GOVERNMENT FUND - Invests
principally in bonds issued by the U.S. Government, its agencies
and instrumentalities. It is structured to have an average weighted
maturity of less than five years.
- 6 -
<PAGE> 11
* NATIONSBANK CAPITAL GROWTH FUND - Invests in stocks which, in the
opinion of the fund manager, have superior growth characteristics,
selling at reasonable prices, that should outperform the market over
time and focuses on companies with both above average growth
potential and solid financial statements.
* NATIONSBANK EQUITY INCOME FUND - Invests in common stocks and
convertible securities that together, in the opinion of the fund
manager, exhibit a 50% higher current yield relative to the Standard
and Poor's 500 Stock Index.
* NATIONSBANK EQUITY INDEX FUND - Invests principally in stocks
included in the Standard and Poor's 500 Stock Index.
* NATIONSBANK STRATEGIC FIXED INCOME FUND - Invests principally in a
mix of investment grade (BBB or better) corporate, government, and
mortgage backed securities. It is structured to have an average
weighted maturity of 10 years or less.
* NATIONSBANK TREASURY FUND - Invests in obligations both issued and
guaranteed by the U.S. Treasury and repurchase agreements secured by
such obligations. Maturities are limited to thirteen months or
less.
* TRAVELERS GROUP FLEXIBLE ANNUITY CONTRACT - Consists of insurance
contracts which provide a guaranteed rate of interest for a
specified period of time (1996: 7.3%, 1995: 5.9%).
The Plan also has a Loan Fund from which loans to participants are
permitted at an interest rate equal to the prime rate plus 1%. The
amount borrowed may not exceed, as of the date of the loan, the lesser of
one half the participant's vested amount in the Plan or 100% of the
participant's vested Savings Account, Rollover Contribution Account, and
Matching Contribution Account, not to exceed $50,000.
The interest rate on loans outstanding at December 31, 1996 ranges from
7% to 10% and mature from 1997 to 2011. The interest rate on loans
outstanding at December 31, 1995 ranged from 9.5% to 10% and matured from
1996 to 2004.
2. SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the
Plan:
* Investments are generally valued on the basis of the quoted market
value.
* Security transactions are recorded on the trade date.
* Income from investments is recognized when earned.
GUARANTEED INVESTMENT CONTRACTS - During 1995, the Plan had invested in a
Guaranteed Investment Contract (GIC) with Travelers Group. This contract
matured on September 17, 1996. Management estimates the fair value to
approximate amortized cost reported in the financial statements at
December 31, 1995.
USE OF ESTIMATES - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the
- 7-
<PAGE> 12
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
3. PARTICIPANTS' ACCOUNTS AND BENEFITS
CONTRIBUTIONS - The Company may elect to make a Retirement Account
contribution to Plan participants who have accumulated 1,000 or more
service hours for the year. The Retirement Account contribution, which
totaled $1,511,861 and $1,608,650 for the years ended December 31, 1996
and 1995, respectively, is determined at the discretion of the Board of
Directors. The Retirement Account contribution is allocated to
participants based on the participant's total compensation (wages,
salaries and other amounts paid for personal services actually rendered,
periodic continuation payments, any amounts paid in lieu of unused
vacation days, and short-term disability payments).
Employees who are eligible to participate in the Plan may make a
before-tax Savings Account contribution up to 13% of their compensation
subject to an overall limitation. The Company may elect to match a
percentage of each participant's before tax compensation contribution to
the Savings Account. This matching contribution percentage is determined
at the discretion of the Board of Directors. Company matching
contributions totaled $638,486 and $390,268 for the years ended December
31, 1996 and 1995, respectively. In addition, participants may make
unmatched contributions up to 10% of their compensation on an after-tax
basis which is also subject to an overall limitation. The increase or
decrease in the net assets of the Plan is allocated on the basis of
participant account balances in each of the funds.
ROLLOVERS - A participant may at any time make a rollover contribution to
the Plan if satisfactory evidence that the amount qualifies as a
"Rollover Contribution" as defined in the Internal Revenue Code is
provided and the rollover does not impose a substantial administrative
burden on the Plan.
VESTING - Participants' contributions are fully vested. The Company's
matching contributions are vested based upon completed years of service
(as defined by the Plan) as follows:
<TABLE>
<CAPTION>
Vested
Completed Years of Service Percentage
<S> <C>
Less than 1 0%
1 but less than 2 25%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
</TABLE>
The Company's contributions to a participant's Retirement Account and
pre-spinoff Company Retirement Account contributions included in the
prior plan accounts become vested based on their completed years of
service (as defined by the Plan) as follows:
<TABLE>
<CAPTION>
Vested
Completed Years of Service Percentage
<S> <C>
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
</TABLE>
- 8 -
<PAGE> 13
In the event of death, disability, attainment of age 65, or attainment of
age 55 and five years of service, Company contributions become fully
vested.
BENEFIT PAYMENTS - Upon retirement or other termination of employment, a
participant's vested account balance less any amount necessary to repay
participant loans may be distributed to the participant, or in the case
of death to a designated beneficiary, in a lump-sum distribution, by
purchase of a single life or joint and survivor annuity, by transfer to
the Company's Retirement Income Guarantee Plan (a defined benefit plan)
to be paid from such plan in the form as may be available under such
plan, or other method as defined in the Plan. The distribution is made
as soon as practicable after the valuation date following the
participant's termination of employment. The valuation date is the last
business day of each calendar year or such more frequent dates as the
Retirement Plans Administrative Committee may from time to time
designate.
WITHDRAWALS - The portion of a participant's account attributable to
participant pre-tax contributions and vested pre-spinoff matching
contributions may be withdrawn at any time without penalty once the
participant has attained the age 59-1/2. Participant after-tax
contributions may be withdrawn up to two times per year once the
participant has attained the age of 59-1/2. Certain other account
balances may be withdrawn prior to termination of employment if the
participant qualifies for financial hardship, as defined by the Plan.
However, in no event is a participant permitted to withdraw any portion
(whether or not vested) of their Retirement Account or their Retirement
Rollover Account prior to termination of employment.
Net assets available for benefits include amounts allocated to accounts
of persons who have withdrawn from participation in the Plan of
$1,224,039 and $1,222,583 at December 31, 1996 and 1995, respectively.
FORFEITURES - Upon a participant's termination from the Company, Company
contributions which are not vested are used to reduce future Company
contributions to the Plan.
4. INVESTMENTS
The Plan's investment in the Master Trust consists of an interest in a
commingled employee benefit trust administered by the Company's
Retirement Plans Finance Committee with NationsBank as trustee. The
assets of the various retirement plans of the Company are commingled for
investment purposes; however, the trustee accounts for changes in net
assets of the Master Trust for each plan.
The Master Trust is presented at fair value based on the market value of
the investments of the Master Trust. Market values are generally
determined by the quoted closing price of the securities on the last
business day of the period. Income from investments is recognized when
earned. The cost of investments sold is determined by the average cost
method.
- 9 -
<PAGE> 14
Net assets and changes in net assets of the Master Trust are:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
NET ASSETS, AT FAIR VALUE 1996 1995
<S> <C> <C>
Noninterest-bearing cash $ 5,094
Corporate common stocks $ 1,837,805 3,055,472
Loans to participants 2,376,341 2,298,743
Value of interest in registered mutual funds 50,559,703 44,539,169
Other receivables 138,402 18
------------- -------------
Total net assets $ 54,912,251 $ 49,898,496
============= =============
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
CHANGES IN NET ASSETS 1996 1995
<S> <C> <C>
Deposits by participating plans $ 5,561,993 $ 5,291,476
Withdrawals by participating plans (6,929,470) (5,920,892)
Increase from investment activities 6,381,232 8,411,872
------------- -------------
Total change in net assets 5,013,755 7,782,456
Beginning of year net assets 49,898,496 42,116,040
------------- -------------
End of year net assets $ 54,912,251 $ 49,898,496
============= =============
Plan's investment in Master Trust $ 53,578,602 $ 47,970,089
============= =============
Plan's investment in Master Trust
as a percent of total 97.87% 98.90%
</TABLE>
Equity in the net earnings of the Master Trust at NationsBank are
allocated to participating plans and participants daily.
5. PLAN TERMINATION
The Company expects to continue the Plan indefinitely, but reserves the
right to terminate it by duly adopted written resolution of the Board of
Directors of the Company. In the event of termination, the assets of the
Plan credited to each participant's account become fully vested and
non-forfeitable, and the plan assets will be allocated to provide
benefits to participants as set forth in the Plan, or as otherwise
required by law.
6. TAX STATUS
The Plan obtained its latest determination letter on April 6, 1995, in
which the Internal Revenue Service stated that the Plan was in compliance
with the applicable requirements of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter; however,
the plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable provisions of
the IRC and the Plan was qualified and the related trust was tax-exempt
as of the financial statement date. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
- 10 -
<PAGE> 15
7. CONTRIBUTIONS PAYABLE TO EMPLOYEES
Due to the Plan failing a nondiscrimination test in the current year, the
Plan will remit all excess contributions to employees and all related
penalties as determined by the IRS, will be paid independently of the
Plan within the subsequent year.
8. CHANGE IN CONTROL OF PLAN SPONSOR
During May 1997 the sole shareholder of the Company sold approximately
80% of their ownership interest through an initial public offering of the
stock of the Company.
* * * * * *
- 11 -
<PAGE> 16
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT (ITEM 27A OF FORM 5500), DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, FAIR
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
Participant loans 292 loans with maturities ranging from
January 1997 to August 2010 and interest
rates ranging from 7% - 10% $ - $2,352,453
============= ==========
</TABLE>
Note: The remaining net assets of the Plan are held in the General Cable
Corporation Master Defined Contribution Trust.
- 12 -
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
relating to 50,000 shares of Common Stock of General Cable Corporation on Form
S-8 of our report dated June 27, 1997 appearing in this annual report on Form
11-K of the General Cable Corporation Retirement and Savings Plan for the year
ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Cincinnati, Ohio
July 21, 1997
