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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, 1999
[ ] 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
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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, 2000 By: /s/ Robert J. Siverd
-----------------------------------
Name: Robert J. Siverd
Title: Member, Retirement Plan Finance
Committee
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-31865 of General Cable Corporation on Form S-8 of our report dated June 16,
2000, appearing in this Annual Report on Form 11-K of General Cable Corporation
Retirement and Savings Plan for the year ended December 31, 1999.
Deloitte & Touche LLP
Cincinnati, Ohio
June 29, 2000
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GENERAL CABLE
CORPORATION RETIREMENT
AND SAVINGS PLAN
Financial Statements for the Years Ended
December 31, 1999 and 1998 and Supplemental
Schedule as of December 31, 1999 and
Independent Auditors' Report
GENERAL CABLE CORPORATION RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
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PAGE
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits for the Years
Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE - Schedule of Assets Held for Investment (Schedule
H, Part IV, Line 4i of Form 5500), 9
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SUPPLEMENTAL SCHEDULES OMITTED
Certain of the Plan's assets are invested in the General Cable Corporation Trust
("Master Trust"). Therefore, the schedule of investments held at December 31,
1999 has been certified by the Master Trustee and is 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.
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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, 1999 and 1998, 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
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 schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
Deloitte & Touche LLP
Cincinnati, OH
June 16, 2000
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GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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1999 1998
ASSETS:
Investment in General Cable
Corporation Trust (Notes 1,2,4) $73,896,823 $63,526,222
Contributions receivable (Note 3) 234,350 194,840
Loans to participants (Note 1) 1,938,218 2,615,782
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Total assets 76,069,391 66,336,844
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LIABILITIES: Payable to
participants 277,967
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NET ASSETS AVAILABLE
FOR BENEFITS $75,791,424 $66,336,844
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See notes to financial statements.
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GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
INCREASES:
Contributions (Note 1):
Employee $ 3,434,360 $ 3,157,854
Employer 2,393,411 2,075,209
Other 352,543 575,969
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Total 6,180,314 5,809,032
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Equity in net earnings of the General Cable
Corporation Trust (Notes 1,2,4) 12,900,039 7,303,957
Interest income 6,920
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Total increases 19,080,353 13,119,909
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DECREASES:
Distributions to participants (Note 3) 9,615,311 9,366,986
Other disbursements 10,462 44,485
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Total decreases 9,625,773 9,411,471
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INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 9,454,580 3,708,438
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 66,336,844 62,628,406
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End of year $75,791,424 $66,336,844
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See notes to financial statements
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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
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 Reliance Trust Company ("Reliance") became the Trustee of the Plan
effective January 1, 1999 replacing The Wilimington Trust Company
("Wilmington").
The purpose of the Plan is to provide eligible employees with an
opportunity to save on a regular basis and thereby accumulate capital for
their retirement years. The Plan is intended to comply with the provisions
of Sections 401(a) and 401(k) of the Internal Revenue Code, and the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA").
PARTICIPATION - Generally, employees of the Company or a participating
company as defined by the Plan, other than those included in a collective
bargaining unit and covered by an agreement between the Company and such
unit, are eligible to participate in the Plan upon completion of one month
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 several investment funds within the Master Trust.
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.
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The interest rate on loans outstanding at December 31, 1999 ranges from 7%
to 10% and the loans mature from January, 2000 to August, 2009. The
interest rate on loans outstanding at December 31, 1998 ranged from 7% to
10% and the loans matured from 1998 to 2008.
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.
USE OF ESTIMATES - The preparation of the financial statements in
conformity with accounting principles generally accepted in the United
States of America 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.
RECLASSIFICATIONS - The Plan has adopted Statement of Position 99-3
"Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Disclosure Matters." As a result, reclassification of the
prior year financial statements has been made to eliminate the by-fund
disclosure of participant - directed investments.
3. PARTICIPANTS' ACCOUNTS AND BENEFITS
CONTRIBUTIONS - The Company may elect to make a Retirement Account
contribution to Plan participants who have reached one year of service.
The Retirement Account contribution, which totaled $1,585,251 and
$1,379,396 for the years ended December 31, 1999 and 1998, 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 $808,160 and $695,813 for the years ended December
31, 1999 and 1998, 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.
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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:
VESTED
COMPLETED YEARS OF SERVICE PERCENTAGE
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 %
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:
VESTED
COMPLETED YEARS OF SERVICE PERCENTAGE
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 %
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, or, if
hired prior to July 1, 1994, 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 following the participant's
termination of employment.
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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. Certain other
account balances may be withdrawn prior to termination of employment if
the participant qualifies for financial hardship, as defined by the Plan.
However, in no event is a participant permitted to withdraw any portion
(whether or not vested) of their Retirement Account or their Retirement
Rollover Account prior to termination of employment.
Net assets available for benefits include amounts allocated to accounts of
persons who have withdrawn from participation in the Plan of $57,411 at
December 31, 1999.
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 Reliance as trustee in 1999 and Wilmington as
trustee in 1998. The assets of the Company's two defined contribution
plans 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:
DECEMBER 31, DECEMBER 31,
NET ASSETS, AT FAIR VALUE 1999 1998
Corporate common stocks $ 3,239,774 $ 2,510,053
Mutual and money market funds 76,117,105 64,636,542
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Total net assets $79,356,879 $67,146,595
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YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
CHANGES IN NET ASSETS 1999 1998
Deposits by participating plans $ 7,540,194 $ 6,696,513
Withdrawals by participating plans (9,174,721) (9,300,671)
Interest and dividends 2,463,081 3,082,175
Increase from investment activities 11,381,730 4,598,422
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Total change in net assets $ 12,210,284 $ 5,076,439
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Plan's investment in Master Trust as a
percent of total 93.12% 94.61%
============ ============
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.
* * * * * *
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GENERAL CABLE CORPORATION RETIREMENT
AND SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT (SCHEDULE H, PART IV, LINE 4i OF FORM 5500),
DECEMBER 31, 1999
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IDENTITY OF ISSUE, BORROWER, FAIR
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
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Participant loans 415 loans with maturities ranging from
January, 2000 to August, 2009 and interest
rates ranging from 7% - 10% $1,938,218
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Note: The remaining net assets of the Plan are held in the General Cable
Corporation Trust.
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