<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from................... to........................
Commission file number.......................................................
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
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL CABLE CORPORATION
RETIREMENT AND SAVINGS PLAN
Date: June 29, 1998 By:
-------------------------------------
Name: Robert J. Siverd
Title: Member, Retirement Plan Finance
Committee
<PAGE> 3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-31865 of General Cable Corporation on Form S-8 of our report dated May 20,
1998, appearing in this Annual Report on Form 11-K of General Cable Corporation
Retirement and Savings Plan for the year ended December 31, 1997.
Deloitte & Touche
Cincinnati, Ohio
June 26, 1998
<PAGE> 4
DELOITTE & TOUCHE LLP
- ----------------------------
[DELOITTE & TOUCHE LLP LOGO]
GENERAL CABLE
CORPORATION
RETIREMENT AND
SAVINGS PLAN
Financial Statements for the Years
Ended December 31, 1997 and 1996
and Supplemental Schedule as of
December 31, 1997 and Independent
Auditors' Report
- ------------------
DELOITTE & TOUCHE
TOHMATSU
INTERNATIONAL
- ------------------
<PAGE> 5
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, 1997 2
Statement of Net Assets Available for Benefits, December 31, 1996 3
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1997 4
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1996 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULE - Schedule of Assets Held for Investment (Item 27a of
Form 5500), December 31, 1997 12
</TABLE>
SUPPLEMENTAL SCHEDULES OMITTED
Certain of the Plan's assets are invested in the General Cable Corporation
Master Retirement Trust. Therefore, schedules of investments held at December
31, 1997 and of reportable transactions of the Master Retirement Trust for the
year ended December 31, 1997 have been certified by the Master Trustee and are
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> 6
DELOITTE &
TOUCHE LLP
- ----------------- ---------------------------------------------------
[LOGO] 250 East Fifth Street Telephone:(513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' REPORT
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, 1997 and 1996, 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,
1997 and 1996, 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
May 20, 1998
- ------------------
DELOITTE & TOUCHE
TOHMATSU
INTERNATIONAL
- ------------------
<PAGE> 7
GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------
THE CHASE MANHATTAN BANK
-------------------------------------------------------------------
MASSACHUSETTS LASALLE MFS AMERICAN
INVESTORS INCOME EMERGING PBHG FUNDS
TRUST PLUS GROWTH GROWTH EUROPACIFIC
FUND FUND FUND FUND GROWTH FUND
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investment in General Cable
Corporation Master Retirement
Trust (Notes 1,2,4) $22,283,269 $ 9,555,124 $ 7,568,686 $10,112,715 $ 3,471,774
Contributions receivable (Note 3) 33,647 54,475 24,033 22,431 16,022
Loans to participants (Note 1)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $22,316,916 $ 9,609,599 $ 7,592,719 $10,135,146 $ 3,487,796
=========== =========== =========== =========== ===========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------
THE CHASE MANHATTAN BANK
-------------------------
FPA GENERAL
NEW CABLE
INCOME CORPORATION LOAN
FUND STOCK FUND FUND TOTAL
--------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment in General Cable
Corporation Master Retirement
Trust (Notes 1,2,4) $ 5,717,640 $ 1,103,619 $59,812,827
Contributions receivable (Note 3) 8,011 1,602 160,221
Loans to participants (Note 1) $ 2,655,358 2,655,358
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 5,725,651 $ 1,105,221 $ 2,655,358 $62,628,406
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
- 2 -
<PAGE> 8
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 NB EQUITY
GROUP STOCK GOVERNMENT GROWTH INCOME INDEX
FUND FUND FUND FUND FUND
<S> <C> <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 $11,990,771
Contributions receivable (Note 3) 15,705 23,765 20,901 26,315
Loans to participants
----------- ----------- ----------- ----------- -----------
Total assets 1,837,805 6,099,268 9,165,024 9,186,843 12,017,086
LIABILITIES - Contributions payable to
employees (Note 7) 18,006 25,208 22,807 26,408
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,837,805 $ 6,081,262 $ 9,139,816 $ 9,164,036 $11,990,678
=========== =========== =========== =========== ===========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------
NB STRATEGIC
FIXED NB
INCOME TREASURY LOAN
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Investment in General Cable Corporation Master
Defined Contribution Trust (Notes 1,2,4) $ 5,068,239 $ 7,938,570 51,226,149
Contributions receivable (Note 3) 12,682 13,295 112,663
Loans to participants 2,352,453 2,352,453
----------- ----------- ----------- -----------
Total assets 5,080,921 7,951,865 2,352,453 53,691,265
LIABILITIES - Contributions payable to
employees (Note 7) 16,805 10,803 120,037
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 5,064,116 $ 7,941,062 $ 2,352,453 $53,571,228
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
- 3 -
<PAGE> 9
GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
- ----------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank
- ----------------------------------------------------------------------------------------------------------------------------
Massachusetts Lasalle MFS American FPA General
Investors Income Emerging PBHG Funds New Cable
Trust Plus Growth Growth EuroPacific Income Corporation
Fund Fund Fund Fund Growth Fund Fund Stock Fund
- ----------------------------------------------------------------------------------------------------------------------------
INCREASES:
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions (Note 3):
Employee $ 390,969 $ 693,198 $ 306,223 $ 283,869 $ 208,898 $ 109,758 $ 30,294
Employer 271,752 525,132 193,530 188,931 128,336 69,520 9,741
Other 102,817 41,015 46,566 61,136 49,034 14,779 10,805
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total 765,538 1,259,345 546,319 533,936 386,268 194,057 50,840
Equity in net earnings of
the General Cable
Corporation Master Retirement
Trust (Notes 1,2,4) 5,535,015 454,337 1,357,997 1,998,393 240,648 452,693 3,379
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total increases 6,300,553 1,713,682 1,904,316 2,532,329 626,916 646,750 54,219
----------- ----------- ----------- ----------- ----------- ----------- -----------
DECREASES:
Distributions to participants
(Note 3) 1,543,010 2,425,642 56,606 805,734 45,064 356,243
Other disbursements 36,657 148
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total decreases 1,543,010 2,462,299 56,606 805,734 45,064 356,391
INTERFUND TRANSFERS 17,559,373 10,358,216 5,745,009 8,408,551 2,905,944 5,435,292 1,051,002
----------- ----------- ----------- ----------- ----------- ----------- -----------
INCREASE (DECREASE)
IN NET ASSETS
AVAILABLE FOR BENEFITS 22,316,916 9,609,599 7,592,719 10,135,146 3,487,796 5,725,651 1,105,221
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year
----------- ----------- ----------- ----------- ----------- ----------- -----------
End of year $22,316,916 $ 9,609,599 $ 7,592,719 $10,135,146 $ 3,487,796 $ 5,725,651 $ 1,105,221
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Bank
- ------------------------------------------------------------------------------------------------------------------------------------
American NB Short- NB NB NB NB
Financial Intermediate Capital Equity Equity Strategic NB
Group Stock Government Growth Income Index Fixed Income Treasury
Fund Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 147,835 $ 225,720 $ 202,762 $ 243,799 $ 123,772 $ 69,184
Employer 85,893 144,430 119,236 160,384 62,223 110,914
Other 19 9,736 1,451 1,386
----------- ----------- ----------- ----------- ------------ -----------
Total 233,747 379,886 323,449 405,569 185,995 180,098
Equity in net earnings of
the General Cable
Corporation Master Retirement
Trust (Notes 1,2,4) $ (7,757) 6,450 (150,997) 178,935 290,211 (13,777) 131,433
----------- ----------- ----------- ----------- ------------ ----------- -----------
Total increases (7,757) 240,197 228,889 502,384 695,780 172,218 311,531
----------- ----------- ----------- ----------- ------------ ----------- -----------
DECREASES:
Distributions to participants
(Note 3) 35,422 241,174 258,124 376,191 434,185 188,108 212,165
Other disbursements 505 525 113 317 405
----------- ----------- ----------- ----------- ------------ ----------- -----------
Total decreases 35,422 241,679 258,124 376,716 434,298 188,425 212,570
INTERFUND TRANSFERS (1,794,626) (6,079,780) (9,110,581) (9,289,704) (12,252,160) (5,047,909) (8,040,023)
----------- ----------- ----------- ----------- ------------ ----------- -----------
INCREASE (DECREASE)
IN NET ASSETS
AVAILABLE FOR BENEFITS (1,837,805) (6,081,262) (9,139,816) (9,164,036) (11,990,678) (5,064,116) (7,941,062)
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 1,837,805 6,081,262 9,139,816 9,164,036 11,990,678 5,064,116 7,941,062
----------- ----------- ----------- ----------- ------------ ----------- -----------
End of year $ -- $ -- $ -- $ -- $ -- $ -- $ --
=========== =========== =========== =========== ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental
Information
by Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Bank
- ------------------------------------------------------------------------------------------------------------------------------------
Loan
Fund Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 3,036,281
Employer 2,070,022
Other 338,744
---------- -----------
Total 5,445,047
Equity in net earnings of
the General Cable
Corporation Master Retirement
Trust (Notes 1,2,4) $ 214,011 10,690,971
---------- -----------
Total increases 214,011 16,136,018
---------- -----------
DECREASES:
Distributions to participants
(Note 3) 62,502 7,040,170
Other disbursements 38,670
---------- -----------
Total decreases 62,502 7,078,840
INTERFUND TRANSFERS 151,396 --
---------- -----------
INCREASE (DECREASE)
IN NET ASSETS
AVAILABLE FOR BENEFITS 302,905 9,057,178
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 2,352,453 53,571,228
---------- -----------
End of year $2,655,358 $62,628,406
========== ===========
</TABLE>
<PAGE> 10
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 NB STRATEGIC
GROUP STOCK GOVERNMENT GROWTH INCOME INDEX FIXED INCOME
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 387,950 $ 527,190 $ 478,113 $ 563,396 $ 341,786
Employer 291,200 414,153 355,721 451,010 221,741
Other 14,394 60,777 26,790 44,890 8,756
----------- ----------- ----------- ----------- -----------
Total 693,544 1,002,120 860,624 1,059,296 572,283
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 57,495
Other investment income (Notes 2,4)
----------- ----------- ----------- ----------- ----------- -----------
Total increases 397,507 850,509 2,399,925 2,348,413 3,242,774 629,778
----------- ----------- ----------- ----------- ----------- -----------
DECREASES:
Distributions to participants (Note 3) 250,495 856,805 1,098,494 855,041 1,416,779 1,032,802
Other disbursements 5,434 3,260 2,755 1,116 1,641
----------- ----------- ----------- ----------- ----------- -----------
Total decreases 250,495 862,239 1,101,754 857,796 1,417,895 1,034,443
----------- ----------- ----------- ----------- ----------- -----------
INTERFUND TRANSFERS (93,308) 157,310 212,150 461,593 636,121 (85,677)
----------- ----------- ----------- ----------- ----------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 53,704 145,580 1,510,321 1,952,210 2,461,000 (490,342)
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 1,784,101 5,935,682 7,629,495 7,211,826 9,529,678 5,554,458
----------- ----------- ----------- ----------- ----------- -----------
End of year $ 1,837,805 $ 6,081,262 $ 9,139,816 $ 9,164,036 $11,990,678 $ 5,064,116
=========== =========== =========== =========== =========== ===========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------
NB TREASURY TRAVELERS LOAN
FUND CONTRACT FUND TOTAL
<S> <C> <C> <C>
INCREASES:
Contributions (Note 3):
Employee $ 227,164 $ 2,525,599
Employer 416,522 2,150,347
Other 56,482 212,089
----------- -----------
Total 700,168 4,888,035
Equity in net earnings of the General
Cable Corporation Master Defined
Contribution Trust (Notes 1,2,4) 360,229 $ 172,775 6,214,043
Other investment income (Notes 2,4) $ 61,844 61,844
----------- ----------- ----------- -----------
Total increases 1,060,397 61,844 172,775 11,163,922
----------- ----------- ----------- -----------
DECREASES:
Distributions to participants (Note 3) 997,880 186,502 205,731 6,900,529
Other disbursements 5,943 20,149
----------- ----------- ----------- -----------
Total decreases 1,003,823 186,502 205,731 6,920,678
----------- ----------- ----------- -----------
INTERFUND TRANSFERS (233,461) (1,146,713) 91,985
----------- ----------- ----------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (176,887) (1,271,371) 59,029 4,243,244
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 8,117,949 1,271,371 2,293,424 49,327,984
----------- ----------- ----------- -----------
End of year $ 7,941,062 $ -- $ 2,352,453 $53,571,228
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
- 5 -
<PAGE> 11
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 Retirement 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 Chase Manhattan Bank ("Chase") became the Trustee of the Plan
effective April 1, 1997 replacing NationsBank N.A.
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 six
months 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.
* MASSACHUSETTS INVESTORS TRUST FUND - Invests primarily in equity
securities. The fund seeks reasonable current income and long-term
growth of income and capital.
- 6 -
<PAGE> 12
* LASALLE INCOME PLUS FUND - Invests principally in guaranteed
investment contracts with the objective of obtaining competitive
fixed income returns in different interest rate environments.
* MFS EMERGING GROWTH FUND - Invests primarily in emerging growth
companies, early in their life cycles, with the objective of
long-term growth of capital.
* PBHG GROWTH FUND - Invests principally in common stocks with the
objective of capital appreciation.
* AMERICAN FUNDS EUROPACIFIC GROWTHFUND - Invests in the stocks of
non-U.S. companies with the objective of long-term growth of
capital.
* FPA NEW INCOME FUND - Invests primarily in bonds with short to
intermediate maturities, U.S. Government Securities, mortgage-backed
securities, and commercial paper.
* GENERAL CABLE CORPORATION STOCK FUND - Invests principally in common
stock of General Cable Corporation.
During the year ended December 31, 1996 and the first three months of 1997
participants could choose from among eight investment funds. A brief
description of these funds is as follows:
* 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.
* 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%).
- 7 -
<PAGE> 13
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, 1997 ranges from 7%
to 10% and the loans mature from 1998 to 2010. The interest rate on loans
outstanding at December 31, 1996 ranged from 7% to 10% and the loans
matured from 1997 to 2010.
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 1996, the Plan was invested in a
Guaranteed Investment Contract (GIC) with Travelers Group. This contract
matured on September 17, 1996.
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 financial statements and the reported
amounts of increases or decreases in net assets available for benefits
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 and are employed on the last day of the plan
year. The Retirement Account contribution, which totaled $1,368,173 and
$1,511,861 for the years ended December 31, 1997 and 1996, 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 $701,849 and $638,486 for the years ended December
31, 1997 and 1996, 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.
- 8 -
<PAGE> 14
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> <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> <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>
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.
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<PAGE> 15
Net assets available for benefits include amounts allocated to accounts of
persons who have withdrawn from participation in the Plan of $978,037 and
$1,224,039 at December 31, 1997 and 1996, 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 Chase as trustee. For 1997, the Master Trust
includes the Company's four qualified benefit plans (two defined
contribution plans and two defined benefit plans) as compared to 1996
which includes the Company's two qualified defined contribution plans. 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.
Net assets and changes in net assets of the Master Trust are:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
NET ASSETS, AT FAIR VALUE 1997 1996
<S> <C> <C>
Noninterest-bearing cash $ 489,780
Temporary investment fund 525,328
Corporate common stocks 35,734,274 $ 1,837,805
Mutual and money market funds 114,528,213 50,559,703
Coal lease 5,282,199
Guaranteed investment contract 2,365,039
------------- -------------
Total investments 158,924,833 52,397,508
------------- -------------
Other assets and liabilities, net (174,133)
------------- -------------
Total net assets $ 158,750,700 $ 52,397,508
============= =============
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
CHANGES IN NET ASSETS 1997 1996
<S> <C> <C>
Deposits by participating plans $ 8,232,587 $ 5,312,851
Withdrawals by participating plans (15,263,955) (6,722,818)
Increase from investment activities 28,547,760 6,207,722
------------ -----------
Total change in net assets $ 21,516,392 $ 4,797,755
============ ===========
Plan's investment in Master Trust as a
percent of total 37.68 % 97.76 %
===== =====
</TABLE>
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<PAGE> 16
Equity in the net earnings of the Master Trust is 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.
7. CONTRIBUTIONS PAYABLE TO EMPLOYEES
Due to the Plan failing a nondiscrimination test in 1996, the Plan
remitted all excess contributions to employees and all related penalties
as determined by the IRS were paid independently of the Plan in 1997.
8. CHANGE IN CONTROL OF PLAN SPONSOR
During 1997 the sole shareholder of the Company sold their ownership
interest through an initial public offering of the stock of the Company.
* * * * * *
- 11 -
<PAGE> 17
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT (ITEM 27A OF FORM 5500), DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, FAIR
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
Participant loans 409 loans with maturities ranging from
May 1998 to February 2010 and interest
rates ranging from 7% - 10% $ - $2,655,358
========== ==========
</TABLE>
Note: The remaining net assets of the Plan are held in the General Cable
Corporation Master Retirement Trust.
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