<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(z))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GENERAL CABLE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LOGO]
GENERAL CABLE CORPORATION
FOUR TESSENEER DRIVE
HIGHLAND HEIGHTS, KENTUCKY 41076
TELEPHONE (606) 572-8000
DEAR SHAREHOLDER:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders
which will be held at 10:00 a.m., local time, Thursday, May 13, 1999, at Four
Tesseneer Drive, Highland Heights, Kentucky.
You will find enclosed a notice of our 1999 Annual Meeting that identifies
the two proposals for shareholder action. We encourage you to read the Proxy
Statement carefully.
At the meeting, we will present a report to shareholders on the affairs of
our Company. During a discussion period, shareholders will have an opportunity
to bring up matters of interest relating to our Company.
As you will note from the enclosed proxy material, the Board of Directors
recommends that you vote FOR each of the proposals set forth in the Proxy
Statement.
Sincerely,
STEPHEN RABINOWITZ
Chairman of the Board
March 22, 1999
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY TELEPHONE OR VOTE BY SIGNING AND
RETURNING THE PROXY CARD. PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD FOR
THE VOTING METHOD YOU SELECT.
- --------------------------------------------------------------------------------
<PAGE> 3
GENERAL CABLE CORPORATION
FOUR TESSENEER DRIVE
HIGHLAND HEIGHTS, KENTUCKY 41076
TELEPHONE (606) 572-8000
NOTICE OF THE 1999 ANNUAL MEETING OF SHAREHOLDERS
The 1999 Annual Meeting of Shareholders of General Cable Corporation
("General Cable") will be held on Thursday, May 13, 1999, at 10:00 a.m., local
time, at Four Tesseneer Drive, Highland Heights, Kentucky, to consider and act
upon the following proposals:
1. Election of two directors;
2. Ratification of the appointment of Deloitte & Touche LLP, independent
certified public accountants, to audit the 1999 consolidated financial
statements of General Cable; and
3. Such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 15, 1999, are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Robert J. Siverd
Secretary
March 22, 1999
<PAGE> 4
PROXY STATEMENT TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
VOTING PROCEDURES ............................................................... 1
ELECTION OF DIRECTORS (Proposal 1) .............................................. 2
Nominees for Director ...................................................... 2
Class II Director Nominees for Election at the Annual Meeting .............. 4
Class I Continuing Directors ............................................... 5
Class III Continuing Directors ............................................. 6
Board Committees and Meetings .............................................. 7
BENEFICIAL OWNERSHIP OF SHARES BY MANAGEMENT .................................... 8
TRANSACTIONS WITH THE COMPANY ................................................... 9
SIGNIFICANT SHAREHOLDERS ........................................................10
EXECUTIVE COMPENSATION ..........................................................11
Summary Compensation Table .................................................11
Employment Agreements ......................................................12
Change-In-Control Agreements ...............................................13
OPTION GRANTS ...................................................................14
Option Grants In Last Fiscal Year ..........................................14
Option Exercises In Last Fiscal Year And Fiscal Year-End Option Values .....14
PENSION PLAN TABLE ..............................................................15
COMPENSATION COMMITTEE REPORT ...................................................16
STOCK PRICE PERFORMANCE GRAPH ...................................................19
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION .....................20
RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP
TO AUDIT THE 1999 CONSOLIDATED FINANCIAL STATEMENTS OF GENERAL CABLE
(Proposal 2) ...............................................................20
OTHER INFORMATION ...............................................................20
Solicitation of Proxies ....................................................20
Section 16(a) Beneficial Ownership Reporting Compliance ....................20
Shareholder Proposals for Year 2000 Annual Meeting .........................21
</TABLE>
<PAGE> 5
PROXY STATEMENT
The Board of Directors of General Cable Corporation ("General Cable" or the
"Company") is providing this Proxy Statement for the solicitation of proxies
from holders of outstanding common stock for the 1999 Annual Meeting of
Shareholders ("Annual Meeting") on May 13, 1999, and at any meeting adjournment.
The principal executive offices of General Cable are located at Four Tesseneer
Drive, Highland Heights, Kentucky 41076. General Cable is mailing this Proxy
Statement, the accompanying proxy form and General Cable's Annual Report to
Shareholders for the 1998 fiscal year to all shareholders entitled to receive
notice and to vote at the Annual Meeting beginning on or about March 22, 1999.
VOTING PROCEDURES
YOUR VOTE IS VERY IMPORTANT.
Whether or not you plan to attend our Annual Meeting, please take the time
to vote either by telephone using the instructions on the proxy card or by
completing and mailing the enclosed proxy card as soon as possible. If you
decide to vote using the proxy card, you must sign, date and mail it and
indicate how you want to vote. If you do not, your proxy will be voted as
recommended by the Board of Directors.
RECORD DATE
Holders of record of General Cable common stock, par value $0.01 per share,
at the close of business on March 15, 1999 (the "Record Date") will be entitled
to notice of the Annual Meeting and to vote at the Annual Meeting and at any
adjournments. At the Record Date, 37,017,780 shares of common stock were issued
and outstanding.
HOW TO REVOKE YOUR PROXY
If you later wish to revoke your proxy, you may do so by (1) sending a
written statement to that effect to the Secretary of General Cable at the above
address; (2) submitting a properly signed proxy having a later date; (3) making
an oral revocation by telephone using the telephone voting instructions on the
proxy card; or (4) voting in person at the Annual Meeting.
VOTE REQUIRED AND METHOD OF COUNTING VOTES
o NUMBER OF SHARES OUTSTANDING. At the close of business on the Record
Date, March 15, 1999, there were 37,017,780 shares of common stock
outstanding and entitled to vote at the Annual Meeting.
o VOTE PER SHARE. You are entitled to one vote per share on matters
presented at the Annual Meeting. Shareholders do not have cumulative
voting rights in the election of directors.
o QUORUM. A majority of outstanding shares, present or represented by
proxy, makes a quorum for the transaction of business at the Annual
Meeting.
o VOTE REQUIRED. The following is an explanation of the vote required
for each of the two items to be voted on at the Annual Meeting:
<PAGE> 6
PROPOSAL 1 - ELECTION OF DIRECTORS:
The two nominees receiving the highest number of votes will be elected. If
you do not wish your shares to be voted for a particular nominee, you may
withhold votes using the telephone voting instructions on the proxy card or you
may withhold votes by indicating in the space provided on the proxy card.
PROPOSAL 2 - APPROVAL OF AUDITORS;
The affirmative vote of a majority of shares present in person or by proxy
is required for approval of Proposal 2. Abstentions and "broker non-votes"
(i.e., when a broker does not have authority to vote on a specific issue) will
have the effect of a vote against Proposal 2.
DISCRETIONARY VOTING POWER
The Board knows of no other matters to be presented for shareholder action
at the Annual Meeting. In addition, on matters raised at the Annual Meeting that
are not covered by the proxy statement, the person named in the proxy card will
have full discretionary authority to vote unless a shareholder has followed the
advance notice procedures discussed below under "Nominees for Director." If any
nominee for election as a director becomes unable to accept nomination or
election, which we do not anticipate, the persons named in the proxy will vote
for the election of another person recommended by the Board.
ELECTION OF DIRECTORS
(PROPOSAL 1)
NOMINEES FOR DIRECTOR
Two directors will be elected at the 1999 Annual Meeting.
Under the Amended and Restated Certificate of Incorporation of General
Cable, the Board is divided into three classes of Directors serving staggered
three-year terms. Each class is to be as nearly equal in number as reasonably
possible. The initial term of office of the first class of directors expired at
the 1998 annual meeting of shareholders; the initial term of the second class of
directors expires at the 1999 annual meeting of shareholders; and the initial
term of the third class of directors expires at the 2000 annual meeting of
shareholders. Directors elected to succeed those directors whose terms have
expired will be elected to a term of office lasting three years and until their
successors are elected.
Under General Cable's Amended and Restated By-laws, shareholders cannot
present any proposals for shareholder vote, including the election of directors,
unless the advance notice procedure described below is followed. Under this
procedure, the only candidates eligible for election at a meeting of
shareholders are candidates nominated by or at the direction of the Board of
Directors and candidates nominated at the meeting by a shareholder. Shareholders
will be given a reasonable opportunity at the Annual Meeting to nominate
candidates for the office of director. The By-laws require that a shareholder
wishing to nominate a director candidate must first give the Secretary of
General Cable a written nomination notice at least sixty (60) days before the
date of the Annual Meeting.
2
<PAGE> 7
The nomination notice must set forth the following information as to each
individual nominated:
o The name, date of birth, business address and residence address of the
individual;
o The business experience during the past five years of the nominee,
including his or her principal occupations and employment during such
period, the name and principal business of any corporation or other
organization in which those occupations and employment were carried on, and
additional information about the nature of his or her responsibilities and
level of professional competence which permits an assessment of the
candidate's prior business experience;
o Whether the nominee is or has ever been at any time a director, officer or
owner of 5% or more of any class of capital stock, partnership interests or
other equity interest of any corporation, partnership or other entity;
o Any directorships held by the nominee in any company with a class of
securities registered under Section 12 of the Securities Exchange Act of
1934, as amended, or covered by Section 15(d) of that Act or any company
registered as an investment company under the Investment Company Act of
1940, as amended; and
o Whether, in the last five years, the nominee has been convicted in a
criminal proceeding or has been subject to a judgment, order, finding or
decree of any federal, state or other governmental entity concerning any
violation of federal, state or other law, or any proceeding in bankruptcy,
which conviction, order, finding, decree or proceeding may be material to
an evaluation of the ability or integrity of the nominee.
The nomination notice must also provide the following information about the
person submitting the nomination notice and any person acting in concert with
that person: (1) the name and business address of that person, (2) the name and
address of that person as they appear in the Corporation's books, and (3) the
class and number of General Cable shares that are beneficially owned by that
person. The nomination notice must include the nominee's signed written consent
to being named in a proxy statement as a nominee and to serve as a director if
elected. If the presiding officer at any shareholders' meeting determines that a
nomination was not made in accord with these procedures, he or she will so
declare to the meeting and the defective nomination will be disregarded.
Set forth below is certain information relating to the two persons who were
nominated by the Board of Directors on February 4, 1999, for reelection as Class
II directors at the Annual Meeting. Also set forth below is information about
Class I and Class III continuing directors. The information is based on data
furnished to General Cable by the individual directors. The new term of office
for each nominee runs from the 1999 Annual Meeting until the annual meeting of
shareholders to be held in 2002 and until his successor shall have been elected
and qualified.
3
<PAGE> 8
CLASS II DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING
[photo] Mr. Kenny has served as Executive Vice
President and Chief Operating Officer of
General Cable since March 1997. From
June 1994 to March 1997, he was
Executive Vice President of the
subsidiary of General Cable which was
General Cable's immediate predecessor.
From April 1992 until June 1994, he
served as Senior Vice President of the
predecessor company.
GREGORY B. KENNY
AGE 46
DIRECTOR SINCE 1997
EXECUTIVE VICE PRESIDENT AND CHIEF
OPERATING OFFICER OF GENERAL CABLE
[photo] Since May 1993, Mr. Smialek has been
Chairman, President and Chief Executive
Officer of Insilco Corporation (OCR
Bulletin Board: INSL), a diversified
manufacturing company based in Dublin,
Ohio. Before joining Insilco in 1993,
Mr. Smialek was President of the
Temperature and Appliance Controls Group
of Siebe plc from 1990 to 1993. Mr.
Smialek is a director of Insilco
Corporation and Gleason Corporation
(NYSE: GLE).
ROBERT L. SMIALEK
AGE 55
DIRECTOR SINCE 1998
CHAIRMAN OF THE AUDIT COMMITTEE,
MEMBER OF THE COMPENSATION
COMMITTEE AND CORPORATE
GOVERNANCE COMMITTEE
4
<PAGE> 9
CLASS I CONTINUING DIRECTORS
[photo] Mr. Noddle has been the Executive Vice
President of Minneapolis-based SUPERVALU
INC. (NYSE: SVU) since 1992 and
President and Chief Operating Officer of
its Wholesale Food Companies since 1995.
SUPERVALU is the largest food wholesaler
in the United States. Mr. Noddle has
held various marketing and merchandising
positions with SUPERVALU since 1976.
JEFFREY NODDLE
AGE 52
DIRECTOR SINCE 1998
MEMBER OF THE AUDIT COMMITTEE, THE
COMPENSATION COMMITTEE AND THE
CORPORATE GOVERNANCE COMMITTEE
[photo] Mr. Welsh has been Vice Chairman of the
board of directors of SkyTel
Communications, Inc. (NASDAQ: SKYT)
since May 1995. He has served as a
Managing Director of SkyTel since March
1992 and a director of the company since
September 1992. Mr. Welsh is also a
director of York International Corp.
(NYSE: YRK).
JOHN E. WELSH, III
AGE 48
DIRECTOR SINCE 1997
CHAIRMAN OF THE COMPENSATION
COMMITTEE AND MEMBER OF THE AUDIT
COMMITTEE AND CORPORATE
GOVERNANCE COMMITTEE
5
<PAGE> 10
CLASS III CONTINUING DIRECTORS
[photo] Since January 1999, Mr. Lawton has been
President and Chief Operating Officer of
S. C. Johnson Professional, Inc. Prior
to joining S.C. Johnson, Mr. Lawton was
President of NuTone Inc., a subsidiary
of Williams plc based in Cincinnati,
Ohio, from 1994 to 1998. From 1989 to
1994, Mr. Lawton served with Procter &
Gamble (NYSE: PG) where he was Vice
President and General Manager of several
consumer product groups. Mr. Lawton is a
director of Johnson Worldwide
Associates, Inc. (NASDAQ: JWAIA).
GREGORY E. LAWTON
AGE 48
DIRECTOR SINCE 1998
CHAIRMAN OF THE CORPORATE
GOVERNANCE COMMITTEE AND MEMBER
OF THE AUDIT COMMITTEE AND
COMPENSATION COMMITTEE
[photo] Mr. Rabinowitz has served as Chairman,
President and Chief Executive Officer of
General Cable since March 1997. From
September 1994 until March 1997, he was
President and Chief Executive of the
predecessor company. From March 1992
until August 1994, Mr. Rabinowitz served
as President and Group Executive for
AlliedSignal Friction Materials and
President of AlliedSignal Braking
Systems Business. Mr. Rabinowitz is also
a director of JLG Industries, Inc.
(NYSE: JLG).
STEPHEN RABINOWITZ
AGE 56
DIRECTOR SINCE 1997
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF GENERAL CABLE
6
<PAGE> 11
BOARD COMMITTEES AND MEETINGS
General Cable's Board of Directors has three committees: the Compensation
Committee, the Audit Committee and Corporation Governance Committee. The
membership and functions of each committee are described below:
AUDIT COMMITTEE: Consists of Robert L. Smialek (Chairman), Gregory E.
Lawton, Jeffrey Noddle and John E. Welsh, III. The Committee reviews and makes
recommendations to the Board of Directors on General Cable's auditing, financial
reporting and internal control functions. This Committee also recommends the
firm that General Cable should retain as its independent accountant. None of the
members are officers or employees of General Cable.
COMPENSATION COMMITTEE: Consists of John E. Welsh, III (Chairman), Gregory
E. Lawton, Jeffrey Noddle and Robert L. Smialek. The Committee reviews and acts
on General Cable's executive compensation and employee benefit plans and
programs, including their establishment, modification and administration. It
also determines the compensation of the Chief Executive Officer and other
executive officers. None of the members are officers or employees of General
Cable.
CORPORATE GOVERNANCE COMMITTEE: Consists of Gregory E. Lawton (Chairman),
Jeffrey Noddle, Robert L. Smialek and John E. Welsh, III. The Committee
considers and recommends nominees for election as directors, appropriate
director compensation, and the membership and responsibilities of Board
committees. It also conducts, in conjunction with the Compensation Committee, an
annual performance evaluation of the Chief Executive Officer and sets
performance objectives for the CEO. None of the members are officers or
employees of General Cable.
In 1998, each director attended at least 75% of the total number of
meetings of the Board of Directors and of the committees on which he served. In
1998 the Board of Directors held six regular meetings.
The fee schedule for General Cable directors, paid only to directors who
are not officers or employees of General Cable, is as follows: annual retainer
fee of $20,000, payable one-half in common stock of General Cable and one-half
in cash; attendance fee of $1,000 for each Board of Directors meeting;
attendance fee of $800 for each committee meeting; and annual committee
chairmanship fee of $3,000 for each committee. Directors who are not officers or
employees of General Cable are also reimbursed for related out-of-pocket
expenses for attendance at board and committee meetings. In addition, each
outside director is eligible to receive an annual grant of an option to acquire
3,000 shares of General Cable common stock at the stock's fair market value when
granted. These options vest over three years.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE TWO NOMINEES AS DIRECTORS.
7
<PAGE> 12
BENEFICIAL OWNERSHIP OF SHARES BY MANAGEMENT
The following table sets forth information, as of March 1, 1999, concerning
the beneficial ownership of General Cable's common stock by (i) each director
and director nominee of General Cable; (ii) each executive officer of General
Cable named in the Summary Compensation Table; and (iii) all directors and
executive officers of General Cable as a group. This information is based on
data furnished by the named persons. Except as otherwise indicated, the
beneficial owners of common stock listed below have sole investment and voting
power with respect to these shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-----------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT (2)
- ------------------------------------------------------- ------- -----------
<S> <C> <C>
Gregory B. Kenny, Director and Officer ................ 102,763(3) *
Gregory E. Lawton, Director ........................... 3,127(4) *
Jeffrey Noddle, Director and nominee .................. 3,127(5) *
Stephen Rabinowitz, Director and Officer .............. 344,862(6) *
Robert J. Siverd, Officer ............................. 81,357(7) *
Robert L. Smialek, Director ........................... 4,877(8) *
Christopher F. Virgulak, Officer ...................... 27,693(9) *
John E. Welsh, III, Director and nominee .............. 4,560(10) *
All directors and executive officers as a group ....... 572,366 1.55
- --------------------------
</TABLE>
* Means less than 1.0%
(1) Beneficial ownership is determined under the rules of the Securities and
Exchange Commission ("SEC") and includes voting or investment power with
respect to the shares.
(2) The percentages shown are calculated based on the total number of shares of
common stock which were outstanding at the Record Date (37,017,780 shares
of common stock).
(3) Includes 2,100 shares held by Mr. Kenny as custodian for his children and
62,667 shares of restricted stock awarded to Mr. Kenny under the General
Cable 1997 Stock Incentive Plan as to which he has voting power. Excludes
2,500 shares of restricted common stock deferred under the General Cable
Deferred Compensation Plan.
(4) Includes 1,000 shares covered by stock options which may be exercised by
Mr. Lawton within sixty days of March 1, 1999. Excludes 125 shares of
common stock deferred under the General Cable Deferred Compensation Plan.
(5) Includes 1,000 shares covered by stock options which may be exercised by
Mr. Noddle within sixty days of March 1, 1999. Excludes 125 shares of
common stock deferred under the General Cable Deferred Compensation Plan.
(6) Includes 186,661 shares of restricted stock awarded to Mr. Rabinowitz under
the General Cable 1997 Stock Incentive Plan as to which he has voting power
and 12,500 shares covered by stock options which may be exercised by Mr.
Rabinowitz within sixty days of March 1, 1999. Excludes 5,000 shares of
restricted common stock deferred under the General Cable Deferred
Compensation Plan.
8
<PAGE> 13
(7) Includes 9,777 shares of restricted stock awarded to Mr. Siverd under the
General Cable 1997 Stock Incentive Plan as to which he has voting power and
2,500 shares covered by stock options which may be exercised by Mr. Siverd
within sixty days of March 1, 1999.
(8) Includes 1,000 shares covered by stock options which may be exercised by
Mr. Smialek within sixty days of March 1, 1999.
(9) Includes 2,500 shares of restricted stock awarded to Mr. Virgulak under the
General Cable 1997 Stock Incentive Plan as to which he has voting power and
2,500 shares covered by stock options which may be exercised by Mr.
Virgulak within sixty days of March 1, 1999. Excludes 10,493 shares of
restricted common stock deferred under the General Cable Deferred
Compensation Plan.
(10) Includes 1,000 shares covered by stock options which may be exercised by
Mr. Welsh within sixty days of March 1, 1999. Excludes 125 shares of common
stock deferred under the General Cable Deferred Compensation Plan.
TRANSACTIONS WITH THE COMPANY
In October 1998, the Board of Directors approved the Stock Loan Incentive
Plan ("SLIP"). Under the SLIP, executive officers and General Cable key
employees were provided the opportunity to increase their ownership of General
Cable common stock by purchasing shares worth an aggregate of $6.12 million in
the open market using funds loaned by the Company. Loans made were full-recourse
loans which mature in five years when they must be repaid in full along with
accrued interest. Loans also become due and payable in case of a participant's
termination of employment, death or a change of control as defined in the SLIP.
The loans bear interest at 5.12%, which was the applicable federal rate provided
by the Internal Revenue Service when the loans were made. Dividends on common
stock purchased by participants are applied to reduce interest on the loans.
Accrued interest on loans may be forgiven if the Company has five successive
years in which operating income increases by 15% per year. In addition,
participants under the SLIP were awarded a long-term incentive of one restricted
stock unit for each share of stock purchased, which vests 100% at the end of
five years. When vested, each restricted stock unit will be exchangeable for one
share of common stock. The units vest immediately in case of a change in control
of General Cable or the death of a participant.
Shares of General Cable common stock purchased under the SLIP may not be
sold for three years from the date of acquisition, and if they are sold earlier,
(1) the restricted stock units will be forfeited; (2) half of any gain on sale
of the shares must be paid to the Company; and (3) the interest rate on the loan
will rise to 15%. If shares are sold after three and before five years and the
loan is not repaid, the interest rate will increase to 15%.
At the end of 1998, loans to executive officers were outstanding as
follows: to Mr. Rabinowitz in the amount of $1,179,190 relating to his
acquisition of 60,551 shares; to Mr. Kenny in the amount of $619,109 relating to
his acquisition of 31,791 shares; to Mr. Siverd in the amount of $412,719
relating to his acquisition of 21,193 shares; and to Mr. Virgulak in the amount
of $412,719 relating to his acquisition of 21,193 shares. Management believes
that increasing the shareholdings of executive officers through the SLIP will
further motivate the officers to take actions to continually enhance shareholder
value.
9
<PAGE> 14
SIGNIFICANT SHAREHOLDERS
The following table sets forth information about each person known to
General Cable to be the beneficial owner of more than 5% of General Cable's
common stock. General Cable obtained this information from its records and
statements filed with the SEC under Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934 and received by General Cable through the Record Date.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT(2)
-------------------------------------- ----------- ----------
<S> <C> <C>
Nicholas Company, Inc. 4,238,350(3) 11.44
Nicholas Fund, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
Wellington Management Company, LLP 3,450,950(4) 9.32
75 State Street
Boston, Massachusetts 02109
- -----------------------
</TABLE>
(1) Beneficial ownership is determined under the rules of the SEC and includes
voting or investment power with respect to the shares.
(2) The percentages shown are calculated based upon the total number of shares
of common stock which were outstanding at the Record Date (37,017,780
shares of common stock).
(3) These shares of General Cable common stock are owned by a variety of
investment advisory clients of Nicholas Company, Inc., including Nicholas
Fund, Inc. No client, other than Nicholas Fund, Inc., is known to
beneficially own more than 5% of the shares of General Cable common stock.
Nicholas Company, Inc. has sole dispositive power, but not voting power,
with respect to the 4,238,350 shares. Nicholas Fund, Inc. has sole voting
power, but no dispositive power, with respect to 2,537,400 shares of
General Cable common stock (6.85% of the outstanding common stock on the
Record Date). Anthony O. Nicholas is the Chief Executive Officer and
Chairman, a director and majority shareholder of Nicholas Company, Inc. and
in this capacity may be deemed to be a beneficial owner of the 2,537,400
shares, sharing dispositive power over these shares with Nicholas Company,
Inc. The information set forth herein with respect to the shares of General
Cable common stock is as of December 31, 1998, and is derived from a
Schedule 13G/A filed on January 26, 1999, by Nicholas Company, Inc.,
Nicholas Fund, Inc. and Albert O. Nicholas with the SEC.
(4) These shares of General Cable common stock are owned by a variety of
investment advisory clients of Wellington Management Company, LLP
("Wellington"). No client is known to beneficially own more than 5% of
these shares of General Cable common stock. Wellington has shared voting
power with respect to 3,175,250 shares and shared dispositive power with
respect to 3,450,950 shares. The information set forth herein with respect
to the shares of General Cable common stock is as of December 31, 1998, and
is derived from a Schedule 13G/A filed on February 10, 1999, by Wellington
with the SEC.
10
<PAGE> 15
EXECUTIVE COMPENSATION
The following table sets forth information regarding the compensation paid
to the Chief Executive Officer and each of the three other executive officers of
General Cable (including its subsidiaries) for services rendered in all
capacities for fiscal years 1996, 1997 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ----------------------
RESTRICTED
STOCK AND OPTIONS
FISCAL OTHER ANNUAL UNIT (SHARES)
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) AWARDS(3)
- --------------------------- ---- ------- --------- -------------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Stephen Rabinowitz 1998 653,307 1,103,045 0 1,206,781 100,000
Chairman, President and 1997 600,000 660,000 35,197 2,968,748 466,500
Chief Executive Officer 1996 354,423 830,921 12,387 0 0
Gregory B. Kenny 1998 361,923 611,000 0 707,305 50,000
Executive Vice President and 1997 300,000 308,100 11,109 693,739 98,000
Chief Operating Officer 1996 235,000 250,000 9,293 0 0
Robert J. Siverd 1998 250,435 317,100 0 422,376 20,000
Executive Vice President, 1997 228,284 190,000 3,596 203,235 57,000
General Counsel and 1996 215,045 207,000 3,461 0 0
Secretary
Christopher F. Virgulak 1998 233,011 318,000 0 443,436 20,000
Executive Vice President, 1997 201,770 170,000 12,096 225,584 57,000
Chief Financial Officer and 1996 191,539 200,000 5,463 0 0
Treasurer
</TABLE>
<TABLE>
<CAPTION>
LTIP ALL OTHER
PAYOUTS(4) COMPENSATION(5)
NAME AND PRINCIPAL POSITION
- --------------------------- --------- ----------------
<S> <C> <C>
Stephen Rabinowitz 0 83,207
Chairman, President and 1,788,000 89,202
Chief Executive Officer 0 42,433
Gregory B. Kenny 0 42,080
Executive Vice President and 0 32,944
Chief Operating Officer 0 27,557
Robert J. Siverd 0 28,228
Executive Vice President, 0 27,514
General Counsel and 0 21,732
Secretary
Christopher F. Virgulak 0 24,920
Executive Vice President, 0 24,832
Chief Financial Officer and 0 20,701
Treasurer
</TABLE>
- ------------------------
(1) One-half of the incentive award for 1998 was paid in restricted common
stock vesting 50% each year for two years. The amount awarded (valued at
$21.06 per share, the closing price of the common stock on the New York
Stock Exchange on February 3, 1999) was increased by the Compensation
Committee by 10% to reflect deferred receipt of this part of the award
under the General Cable 1997 Stock Incentive Plan. The amount of restricted
common stock awarded to the executive officers was 28,804 shares for Mr.
Rabinowitz, 15,954 shares for Mr. Kenny, 8,277 shares for Mr. Siverd and
8,303 shares for Mr. Virgulak.
(2) Represents the amounts reimbursed for payment of insurance premiums and
related taxes.
(3) Of the amounts listed for 1998, $1,206,781 for Mr. Rabinowitz, $633,595 for
Mr. Kenny, $422,376 for Mr. Siverd and $422,376 for Mr. Virgulak represents
the value of restricted stock units granted to them in connection with the
purchase of General Cable common stock under the Stock Loan Incentive Plan.
The units vest 100% at the end of five years. See Transactions with the
Company.
The number and aggregate value of restricted stock holdings of executive
officers at December 31, 1998, respectively, were: Mr. Rabinowitz, 157,857
shares, $3,236,068; Mr. Kenny, 43,213 shares, $885,866; Mr. Siverd, 2,250
shares, $346,125; and Mr. Virgulak, 3,750 shares, $376,875. Of these
awards, 142,857 shares granted to Mr. Rabinowitz and 35,713 shares granted
to Mr. Kenny represent the settlement of obligations under long-term
incentive plans (including a separate plan for Mr. Rabinowitz), which
terminated on completion of General Cable's public offering of common stock
in May 1997. These awards were based on achievement of objective
performance factors.
The vesting schedule for awards of restricted common stock which vest
within three years from the date of grant is as follows: 28,804 and 15,954
shares granted to Mr. Rabinowitz and Mr. Kenny, respectively, vest one-half
each year from date of grant (February 3, 1999); 3,500 shares granted to
Mr. Kenny vest one-third each year from date of grant (February 3, 1999);
11
<PAGE> 16
and 15,000 and 7,500 shares granted to Mr. Rabinowitz and Mr. Kenny,
respectively, vest one-third each year from the date of grant (January 29,
1998); 8,277 and 8,303 shares granted to Mr. Siverd and Mr. Virgulak,
respectively, vest one-half each year on date of grant (February 3, 1999);
1,000 shares granted to Mr. Virgulak vest one-third each year from the date
of grant (February 3, 1999); and 10,365 and 9,193 shares granted to Mr.
Siverd and Mr. Virgulak, respectively, vested on December 31, 1998; and
2,250 and 3,750 shares granted to Mr. Siverd and Mr. Virgulak,
respectively, vest one-third each year from the date of grant (January 29,
1998). Dividends are paid to holders of restricted common stock as and when
declared by the Board of Directors.
(4) Represents, along with the award of 142,857 shares of restricted common
stock referred to in Note 3, full settlement of all obligations under Mr.
Rabinowitz's former long-term incentive plan which terminated on completion
of General Cable's public offering in May 1997.
(5) Includes (a) imputed income from life insurance in the amount of $4,409 in
1998, $3,168 in 1997 and $3,168 in 1996 for Mr. Rabinowitz; $1,878 in 1998,
$1,201 in 1997 and $857 in 1996 for Mr. Kenny; $1,802 in 1998, $1,418 in
1997 and $1,329 in 1996 for Mr. Siverd; and $739 in 1998, $726 in 1997 and
$683 in 1996 for Mr. Virgulak; and (b) employer matching and additional
contributions pursuant to General Cable's retirement and savings and excess
benefit plans in the amounts of $78,798 in 1998, $86,034 in 1997 and
$39,265 in 1996 for Mr. Rabinowitz; $40,202 in 1998, $31,743 in 1997 and
$26,700 in 1996 for Mr. Kenny; $26,426 in 1998, $26,116 in 1997 and $20,403
in 1996 for Mr. Siverd; and $24,181 in 1998, $24,106 in 1997 and $20,018 in
1996 for Mr. Virgulak.
EMPLOYMENT AGREEMENTS
Below are summary descriptions of the separate employment agreements
between General Cable and Messrs. Rabinowitz, Kenny, Siverd and Virgulak (each
an "Employment Agreement").
Mr. Rabinowitz serves as Chief Executive Officer and President of General
Cable under a three-year employment agreement with automatic one-year extensions
unless General Cable or Mr. Rabinowitz elects not to so extend. Under his
Employment Agreement as amended, Mr. Rabinowitz is entitled to receive an annual
base salary of $630,000, and he has an opportunity to earn a bonus upon the
attainment of specified performance goals as approved by the Compensation
Committee under the 1998 Annual Incentive Plan. Upon termination of his
employment, Mr. Rabinowitz's Employment Agreement provides for the payment of
accrued and unpaid base salary and benefits under then existing plans (other
than severance benefits). In addition, in the event of a termination due to
death or Disability, by General Cable other than for Cause or by Mr. Rabinowitz
for Good Reason (as defined in his Employment Agreement), the Employment
Agreement provides for immediate vesting of and lapsing of restrictions on all
of his unvested awards under the 1997 Stock Incentive Plan. In the event of a
termination by General Cable other than for Cause or by Mr. Rabinowitz for Good
Reason, his Employment Agreement also provides for a payment equal to a multiple
(the "Multiplier") of the sum of his base salary and the target bonus under the
Annual Incentive Plan for the year in which termination occurs, as well as his
continuation as a participant in General Cable's executive health and welfare
benefit plans for the number of years represented by the Multiplier. The
Multiplier for Mr. Rabinowitz is two.
The terms and conditions of the Employment Agreements between General Cable
and each of Messrs. Kenny, Siverd and Virgulak are substantially the same as
those contained in Mr. Rabinowitz's Employment Agreement. There are the
following differences: Mr. Kenny serves as Executive Vice President and Chief
Operating Officer of General Cable, is entitled to an annual base salary of
$350,000 and under his Employment Agreement as amended, has an opportunity to
earn a bonus as approved by the Compensation Committee under the Annual
Incentive Plan and has a Multiplier of 1.5. Mr. Siverd serves as Executive Vice
President, General Counsel and Secretary under a two-year Employment Agreement
(with automatic one-year extensions unless General Cable or Mr. Siverd elects
not to so extend), is entitled to an annual base salary of $241,500, and has a
Multiplier of one. Mr. Virgulak serves as Executive Vice President, Chief
Financial Officer and Treasurer under a two-year Employment Agreement (with
automatic one-year extensions unless General Cable or Mr. Virgulak elects not to
12
<PAGE> 17
so extend), is entitled to an annual base salary of $225,000, and has a
Multiplier of one. Mr. Virgulak's and Mr. Siverd's agreements also provide that
they will be entitled to participate in the Annual Incentive Plan on terms
determined by the Compensation Committee.
CHANGE-IN-CONTROL AGREEMENTS
Below are summary descriptions of the change-in-control agreements between
General Cable and each of Messrs. Rabinowitz, Kenny, Siverd and Virgulak (the
"Change-in-Control Agreements").
The Change-in-Control Agreements provide benefits if the executive's
employment is terminated by General Cable or General Cable's subsidiaries or by
General Cable's successor without Cause (as defined in the Change-in-Control
Agreements). Benefits are also payable if the executive terminates his
employment with General Cable or General Cable's subsidiaries or with General
Cable's successor for any one of certain specified events detrimental to the
executive ("Good Reason") and the termination occurs within six months before,
or within two years after, any one of certain specified events producing a
change in control of General Cable (a "Change-in-Control"). In that case, the
executive will receive a payment equal to a specified multiple of the sum of (1)
the executive's annual base salary at the time of the termination of the
executive's employment (or, in the case of a termination of employment for Good
Reason based on a reduction of his annual base salary, the annual base salary in
effect immediately prior to such reduction) and (2) the executive's target
annual incentive bonus in effect for the year in which his employment is
terminated or the year in which the Change-in-Control occurs, whichever is
greater. In addition, General Cable or its successor will continue the
executive's participation in General Cable-sponsored executive health and
welfare benefit plans until the earlier of the same specified multiple of 12
months following the date of the executive's termination of employment or the
date the executive receives equivalent coverage and benefits under the plans of
a subsequent employer. The multiples are as follows: Mr. Rabinowitz -- three
times; Mr. Kenny -- two and a half times; Mr. Siverd -- one and a half times;
and Mr. Virgulak -- one and a half times. On a Change-in-Control, restrictions
on any unvested awards will become fully vested and immediately exercisable
under the 1997 Stock Incentive Plan.
13
<PAGE> 18
OPTION GRANTS
Below is a table with information on option grants during fiscal 1998 made
under General Cable's 1997 Stock Incentive Plan to the executive officers listed
in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUES
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM(1)
---------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE OR
NAME OPTIONS GRANTED FISCAL YEAR BASE PRICE EXPIRATION DATE 5% 10%
- ---------------------------- --------------- ------------------ ----------- ---------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen Rabinowitz ......... 37,500 8.98% $25.83 1/29/2008 $609,000 $1,543,875
Gregory B. Kenny ........... 18,000 4.31% $25.83 1/29/2008 $293,320 $741,060
Robert J. Siverd ........... 7,500 1.80% $25.83 1/29/2008 $121,800 $308,775
Christopher F. Virgulak .... 7,500 1.80% $25.83 1/29/2008 $121,800 $308,775
</TABLE>
- ---------------------
(1) The Company selected potential realizable values at assumed 5% and 10%
rates as provided in rules of the SEC. The values shown, therefore, are not
intended as a forecast of the Company's common stock price in the future.
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Shown below is a table setting forth information concerning unexercised
options held by the executive officers listed in the Summary Compensation Table
at the end of 1998. None of these officers exercised any General Cable stock
options during 1998.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT FISCAL
AT FISCAL YEAR-END YEAR-END (1)
---------------------------- ---------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen Rabinowitz 0 0 0 466,500 0 $2,788,500
Gregory B. Kenny 0 0 0 147,000 0 $774,000
Robert J. Siverd 0 0 0 57,000 0 $321,750
Christopher F. Virgulak 0 0 0 57,000 0 $321,750
Virgulak
</TABLE>
- ---------------------
(1) The amount shown represents the difference between the closing price of
General Cable's common stock on NYSE on December 31, 1998 ($20.50 per
share) and the exercise price of the options.
14
<PAGE> 19
PENSION PLAN TABLE
Set forth below is a pension table showing estimated annual benefits
payable upon retirement under General Cable's defined benefit retirement plan.
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------
REMUNERATION (AVERAGE OF FIVE HIGHEST
ANNUAL COMPENSATION LEVELS) 10 20 25 30 35
- -------------------------------------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000 $ 38,000 $ 75,900 $ 84,900 $ 93,900 $103,200
250,000 48,000 95,900 107,400 118,900 130,700
300,000 58,000 115,900 129,900 143,900 158,200
350,000 68,000 135,900 152,400 168,900 185,700
400,000 78,000 155,900 174,900 193,900 213,200
450,000 88,000 175,900 197,400 218,900 240,700
500,000 98,000 195,900 219,900 243,900 267,900
550,000 108,000 215,900 242,400 268,900 295,400
600,000 118,000 235,900 264,900 293,900 322,900
</TABLE>
When General Cable terminated its former defined benefit retirement plan as
of December 31, 1985, the Company adopted a defined benefit Retirement Income
Guarantee Plan (the "RIGP") that covers persons employed on or prior to January
1, 1986. The RIGP generally provides for an additional retirement benefit equal
to the amount, if any, by which the total of the annuity equivalent of the
employee's accrued benefit under the former retirement plan at December 31,
1985, plus the annuity equivalent of the vested portion of General Cable's
contributions under General Cable's combined retirement and savings plan -- the
Retirement and Savings Plan ("Retirement Plan") -- for the account of such
employee (plus or minus aggregate investment gains or losses thereon) is less
than the retirement benefit that the employee would have received under the
table set forth above if the former retirement plan had continued. The minimum
retirement benefit guaranteed under the RIGP is based on a percentage of the
highest average compensation during any five consecutive calendar years of
employment of the last ten years of employment before retirement. For purposes
of the RIGP, compensation includes base salary plus overtime and annual cash
bonuses, but generally does not include extraordinary cash bonuses, deferred
awards, other forms of deferred compensation, fees or any other kind of special
or extra compensation that exceeded $7,500 in the aggregate or lump sum
severance pay. The benefits payable under the RIGP are reduced by 1.5% for each
year of service (with a maximum offset of 50%) of the amount that an employee is
entitled to receive upon retirement, other termination of employment or, if
earlier, attainment of age 65 under the Social Security Act. The years of
service, average compensation and social security entitlement used in
calculating the retirement benefit for each participant were frozen as of
December 31, 1993. Any compensation, years of employment or contributions to a
participant's Retirement Plan after that date are not included in the benefit
calculation.
General Cable has a Benefit Equalization Plan (the "Equalization Plan"),
which generally makes up certain reductions caused by Internal Revenue Code of
1986 limitations in the annual retirement benefit determined pursuant to the
RIGP and in General Cable's contributions on behalf of an employee pursuant to
the Retirement Plan. Those amounts not payable under the RIGP, the former
retirement plan, or the Retirement Plan due to such limitations would be payable
under the Equalization Plan.
15
<PAGE> 20
Estimated annual benefits under the RIGP and the Equalization Plan,
calculated under the single life annuity option form of pension, payable to
participants at the normal retirement age of 65, are illustrated in the table.
The figures have been reduced by the percentage equal to 1.5% for each year of
service of the estimated maximum annual benefits payable under the Social
Security Act for each category. The amounts shown in the table would be further
reduced, as described above, by the accrued benefit under the former retirement
plan as of December 31, 1985, as well as by the total amount of vested General
Cable contributions under the Retirement Plan (plus or minus total investment
gains or losses).
Mr. Kenny and Mr. Siverd have 11 and 10 full credited years of service,
respectively, with General Cable and its subsidiaries, under the RIGP and the
Equalization Plan, which represent a carryover of their years of service with
The Penn Central Corporation. Both participants are 100% vested under the RIGP.
COMPENSATION COMMITTEE REPORT
General Cable has a Compensation Committee (the "Committee") which is
currently comprised of four outside directors. Membership was increased by one
outside director during 1998. The Committee is responsible for establishing the
Company's compensation policy and making all decisions regarding compensation
for the Chief Executive Officer and the three other named executive officers,
including determining their base salaries and bonus amounts, approving target
financial performance levels under incentive plans, and granting stock options
and other long-term incentives.
EXECUTIVE COMPENSATION OBJECTIVES
The Company's executive compensation plans are intended to attract and
retain executives and key management employees and to motivate them to take
actions to continually enhance shareholder value. In principle, the Company
targets base salaries at the 50th percentile and, if target business objectives
are achieved, provides the opportunity to receive total annual cash compensation
at the 75th percentile. Executives may earn incentive compensation above that
level if performance exceeds specified targets. The incentive awards described
below are made based on achievement of performance goals that result in a
significant percentage of total compensation being linked to financial
performance objectives. The Company retained an outside consultant in 1998 to
review and benchmark the competitiveness of General Cable's executive
compensation programs in relation to comparable companies across industry. Based
on the review, the Committee is satisfied that executive compensation programs
at General Cable are reflective of market compensation practices and conditions.
COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM
In 1998, the compensation program for the Company's four executive officers
consisted of the following components: (1) base salary; (2) annual incentive
bonus; and (3) long-term incentive compensation consisting of stock options and
restricted stock awards. The Company's incentive programs are the principal
parts of the total compensation program that are designed to reward executives
for short- and long-term enhancements to shareholder value.
BASE SALARIES. The Committee reviews base salaries each year and adjusts
them as appropriate based on Company performance, individual performance and the
executive's position and level of responsibilities. During 1998, base salaries
of the executive officers were increased in consideration of
16
<PAGE> 21
50th percentile compensation levels for executives in public companies of
General Cable's size and industry position and individual and company
performance.
ANNUAL INCENTIVES. Before 1998, the Company maintained an Annual Incentive
Plan which provided executives with the opportunity to earn cash bonuses based
on attainment of financial operational performance and individual performance
goals established at the beginning of each year. In 1998 the Board of Directors
adopted the General Cable Corporation 1998 Annual Incentive Plan (the "1998
Incentive Plan"), which was approved by shareholders at the 1998 Annual Meeting.
Under the 1998 Incentive Plan, the Committee selects one or more performance
objectives as targets for a particular year in light of business conditions and
the Company's annual Business Plan, including factors such as increased levels
of earnings per share, net income, and return on net assets. For 1998
performance, the Committee granted incentive awards to executive officers which
reflect the very strong financial performance of General Cable, which
represented a significant improvement over 1997 results. The Committee
determined to make these incentive awards one-half in cash and one-half in
restricted common stock vesting over two years; the restricted stock component
was increased by 10% to reflect the deferred receipt of the stock award. The
change in the incentive mix was intended to further increase stock compensation
in line with management stock ownership guidelines and to motivate executives to
add to shareholder value.
LONG-TERM INCENTIVES. The Company uses stock options and restricted stock
awards as long-term incentives to tighten the link between executive
compensation and return to General Cable shareholders. Stock options and
restricted stock awards are made under the General Cable Corporation 1997 Stock
Incentive Plan, which was approved by shareholders at the 1998 Annual Meeting
(the "1997 Stock Plan"). Awards made for 1998 performance provide the
opportunity for the executives to share in any gains created for shareholders
and serve as a means to retain key executives. The Committee considers at least
annually whether additional grants of stock options, restricted stock or other
stock awards authorized under the 1997 Stock Plan are appropriate to spur
enhanced corporate performance, to encourage increased ownership of the
Company's stock by executive officers, and to foster retention of key
executives. See also Transactions with the Company at page 9.
CEO COMPENSATION
Under the employment agreement the Company entered into with Mr. Rabinowitz
in May 1997, Mr. Rabinowitz was paid a base salary of $650,770. He was also
provided an opportunity to receive a bonus equal to 120% of his base salary in
1998 and he may receive compensation above that level if actual performance
exceeds the objective performance goals set by the Committee. The term of the
employment agreement is a base three-year period at the end of which the
agreement may be renewed annually by the Company for additional one-year
periods.
Mr. Rabinowitz participates in the same short and long-term incentive plans
as the other three executive officers. For 1998, he earned a bonus of
$1,103,045, or 169% of base salary. One-half of this award was paid in
restricted common stock vesting over two years. This bonus reflected superior
corporate performance and Mr. Rabinowitz's role in achieving continuing strong
year over year performance improvement. In February 1999, the Committee also
awarded Mr. Rabinowitz a non-qualified option for 100,000 shares of common stock
in recognition of 1998 performance.
The Company also maintains certain benefit programs in which the listed
executive officers participate. The compensation for these executive officers
for 1998 is detailed in this proxy statement.
17
<PAGE> 22
Mr. Rabinowitz's participation in these programs reflects what the Committee
believes is the participation that other executives at his level in similarly
sized organizations would expect.
In 1993, Congress enacted Section 162(m) of the Internal Revenue Code
("IRC"), which could limit the deductibility of executive compensation paid to
Mr. Rabinowitz and certain other executive officers of the Company. The
legislation generally provides that compensation in excess of $1 million in any
year paid to the Chief Executive Officer or any one of the next four most highly
compensated officers is not deductible for income tax purposes unless it
qualifies as performance-based compensation or satisfies certain other limited
exceptions. The Committee believes that payments and awards in 1998 and 1999
under the 1998 Incentive Plan and 1997 Stock Incentive Plan will either qualify
as performance-based compensation under Section 162(m) or are exempt from
Section 162(m) under a transition rule available for newly-public companies. As
a matter of general policy, the Committee intends to design future Company
compensation plans so that a substantial amount of payments and awards under the
plans will qualify for income tax deductions.
John E. Welsh, III, Chairman
Gregory E. Lawton
Jeffrey Noddle
Robert L. Smialek
18
<PAGE> 23
STOCK PRICE PERFORMANCE GRAPH
The graph below compares the monthly percentage change in cumulative total
shareholder return on General Cable common stock in relation to cumulative total
return of the Standard & Poor's 500 Stock Index and a peer group of companies
selected by General Cable for the period beginning May 16, 1997, the date that
General Cable ("GCN") common stock began trading on the NYSE, through December
31, 1998.
CUMULATIVE RETURN COMPARISON: GENERAL CABLE COMMON STOCK
S&P 500 INDEX AND PEER GROUP*
MONTH END
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
16-May-97 Jun-97 Sept-97 Dec-97 Mar-98 Jun-98 Sept-98 Dec-98
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GCN $100.00 117.8 163.2 166.4 208.6 199.1 127.6 141.4
S&P 500 Index $100.00 106.7 114.2 117.0 132.8 136.6 122.6 148.1
Peer Group $100.00 120.4 153.9 139.5 175.0 130.3 86.2 123.4
- -------------------------------------------------------------------------------------------------------------
</TABLE>
*Assumes that the value of the investment in General Cable common stock and
each index was $100 on May 16, 1997. The peer group of companies consists of:
AFC Cable Systems, Inc. (NASDAQ: AFCX), Belden Inc. (NYSE: BWC), Cable Design
Technologies Corp. (NYSE: CDT), Essex International Inc. (NYSE: SXC), Superior
TeleCom Inc. (NYSE: SUT), and Encore Wire Corporation (NASDAQ: WIRE). Returns of
the peer group are weighted by capitalization.
19
<PAGE> 24
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1998, all compensation determinations and awards were made by the
independent directors who make up the Compensation Committee. There were no
interlocking relationships between executive officers or directors of the
Company and the compensation committee of any other company during 1998.
RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP
TO AUDIT THE 1999 CONSOLIDATED FINANCIAL STATEMENTS OF GENERAL CABLE
(PROPOSAL 2)
In accordance with the recommendation of the Audit Committee, the Board of
Directors has appointed Deloitte & Touche LLP, independent certified public
accountants, to audit the consolidated financial statements of General Cable and
its subsidiaries for 1999.
General Cable expects representatives of Deloitte & Touche LLP to attend
the Annual Meeting, to be available to respond to appropriate questions from
shareholders, and to have the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL
TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO AUDIT THE 1999
CONSOLIDATED FINANCIAL STATEMENTS OF GENERAL CABLE.
OTHER INFORMATION
SOLICITATION OF PROXIES
Solicitation of proxies is being made by management at the direction of
General Cable's Board of Directors, without additional compensation, through the
mail, in person or by telephone. The cost will be borne by General Cable. In
addition, General Cable will request brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of
shares held of record and General Cable will reimburse them for their expenses
in so doing. General Cable has retained ChaseMellon Shareholder Services LLC to
aid in the solicitation of proxies for a fee of $5,500 plus out-of-pocket
expenses.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires General
Cable's directors and executive officers, and persons who own more than ten
percent of a registered class of General Cable's equity securities, to file
initial reports of ownership and reports of changes in ownership of General
Cable common stock with the SEC. These persons are required by SEC regulations
to furnish General Cable with copies of all Section 16(a) forms which they file.
Based solely on review of the copies of forms furnished to General Cable, or
written representations that no annual forms (SEC Form 5) were required, General
Cable believes that all such SEC filings during 1998 complied with the reporting
requirements.
20
<PAGE> 25
SHAREHOLDER PROPOSALS FOR YEAR 2000 ANNUAL MEETING
Shareholder proposals under Rule 14a-8 of the Securities Exchange Act of
1934 for the 2000 Annual Meeting of Shareholders must be received by General
Cable no later than November 30, 1999, in order to be considered for inclusion
in General Cable's proxy statement for that meeting. Shareholder proposals not
made under Rule 14a-8 must be made in accordance with the sixty-day advance
notice procedure described on page 2. All proposals must be communicated in
writing to the Secretary of General Cable at its headquarters address.
By Order of the Board of Directors,
ROBERT J. SIVERD
Secretary
Highland Heights, Kentucky
March 22, 1999
21
<PAGE> 26
NOTICE OF
1999
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
[GENERAL CABLE LOGO]
<PAGE> 27
GENERAL CABLE CORPORATION
HIGHLAND HEIGHTS, KENTUCKY
PROXY FOR 1999 ANNUAL MEETING OF SHAREHOLDERS, MAY 13, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stephen Rabinowitz, Robert J. Siverd and
Christopher F. Virgulak, and each of them, as attorneys and proxies of the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to appear at the Annual Meeting of Shareholders of
General Cable Corporation to be held at 10:00 a.m. on May 13, 1999, at Four
Tesseneer Drive, Highland Heights, Kentucky, and at any postponement or
adjournment thereof, and to vote all of the shares of General Cable Corporation
which the undersigned is entitled to vote, with all the powers and authority the
undersigned would possess if personally present. The undersigned directs that
this proxy be voted as marked on the reverse side.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PERSONS
NAMED ABOVE INTEND TO VOTE FOR EACH PROPOSAL LISTED ON THE REVERSE SIDE. A
MAJORITY OF THE ATTORNEYS AND PROXIES PRESENT AND ACTING AT THE MEETING IN
PERSON OR BY THEIR SUBSTITUTES (OR IF ONLY ONE IS PRESENT AND ACTING, THEN THAT
ONE) MAY EXERCISE ALL THE POWERS GRANTED. DISCRETIONARY AUTHORITY IS CONFERRED
AS TO CERTAIN MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. AS OF THE DATE
OF THE PROXY STATEMENT, MANAGEMENT IS NOT AWARE OF ANY OTHER MATTER TO BE
PRESENTED AT THE MEETING THAT IS NOT DESCRIBED IN THE PROXY STATEMENT. PLEASE
REFER TO THE PROXY STATEMENT FOR MORE INFORMATION ON DISCRETIONARY VOTING
AUTHORITY.
Please complete, sign and date this proxy card on the reverse side and return it
in the enclosed postage paid envelope.
<PAGE> 28
1. Election of Directors: Gregory B. Kenny and Robert L. Smialek
FOR all nominees listed above (except as marked to the contrary) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed above [ ]
To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
- -----------------------------------------------------------------
2. Approve the appointment of Deloitte & Touche LLP to audit the 1999
consolidated financial statements of General Cable Corporation.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Signature Signature Date
--------------------- ---------------------------- -----
Please sign exactly as your name or names appear here. When shares are held by
joint tenants, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign name by authorized person.
CHECK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING [ ]
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE
[PHONE GRAPHIC] QUICK *** EASY *** IMMEDIATE [PHONE GRAPHIC]
YOUR VOTE IS IMPORTANT! - YOU CAN VOTE IN ONE OF TWO WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone
24 HOURS A DAY-7 DAYS A WEEK
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form.
- --------------------------------------------------------------------------------
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1
- --------------------------------------------------------------------------------
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
- --------------------------------------------------------------------------------
OPTION 2: If you choose to vote on each Proposal separately, press 0. You
will hear these instructions:
- --------------------------------------------------------------------------------
Proposal 1 - To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9
To WITHHOLD FOR AN INDIVIDUAL nominee; press 0 and listen to the instructions
Proposal 2 - To vote FOR, press 1; AGAINST, press 0.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1
The instructions are the same for all remaining proposals
or
2. VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in
the enclosed envelope.
NOTE: IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY CARD.
THANK YOU FOR VOTING.
