General Cable Corp/DE – ‘424B5’ on 11/5/03

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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus                                           178    987K 

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Subject to Completion, dated November 4, 2003 

PRELIMINARY PROSPECTUS SUPPLEMENT                                               
(To Prospectus dated October 27, 2003)                                          

5,050,000 Shares

[General Cable LOGO]

GENERAL CABLE CORPORATION 

Common Stock

  We are offering 5,050,000 shares of our common stock. We will receive all of
the net proceeds from the sale of such shares of our common stock.              

Our common stock is listed on the New York Stock Exchange under the symbol
"BGC." On November 3, 2003, the last reported sale price of the common stock    
on the New York Stock Exchange was $9.97 per share.                             

Investing in our common stock involves risks. See "Risk Factors" beginning
on page S-12 of this prospectus supplement and on page 3 of the accompanying    
prospectus.                                                                     

Neither the Securities and Exchange Commission nor any state securities   
commission has approved or disapproved of these securities or determined if     
this prospectus supplement or the accompanying prospectus is truthful or        
complete. Any representation to the contrary is a criminal offense.             

                                                                [Download Table]

                                                             Per Share    Total 
--------------------------------------------------------------------------------
                                                                                
Public offering price                                          $          $     
--------------------------------------------------------------------------------
Underwriting discounts and commissions                         $          $     
--------------------------------------------------------------------------------
Proceeds, before expenses, to us                               $          $     
--------------------------------------------------------------------------------

 The underwriters may also purchase up to 757,500 shares of our common stock
from us at the public offering price, less underwriting discounts and           
commissions within 30 days from the date of this prospectus supplement. The     
underwriters may exercise this option only to cover over-allotments, if any.    

  The underwriters are offering the shares of our common stock as set forth in
"Underwriting." Delivery of the shares of the common stock will be made on or   
about    , 2003.                                                                

Joint Book-Running Managers 

Merrill Lynch & Co.                                         UBS Investment Bank 

, 2003                                                            

The information in this prospectus supplement and the accompanying prospectus   
is not complete and may be changed without notice. This prospectus supplement   
and the accompanying prospectus are not an offer to sell these securities nor   
are they soliciting offers to buy these securities in any state where the       
offer or sale is not permitted. These securities may not be sold nor may        
offers to buy be accepted before the prospectus supplement is delivered in      
final form.                                                                     

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We have not authorized any dealer, salesman or other person to give any   
information or to make any representation other than those contained or         
incorporated by reference in this prospectus supplement and the accompanying    
prospectus. You must not rely upon any information or representation not        
contained or incorporated by reference in this prospectus supplement or the     
accompanying prospectus. This prospectus supplement and the accompanying        
prospectus do not constitute an offer to sell or the solicitation of an offer   
to buy any securities other than the registered securities to which they        
relate, nor do this prospectus supplement and the accompanying prospectus       
constitute an offer to sell or the solicitation of an offer to buy securities   
in any jurisdiction to any person to whom it is unlawful to make such offer or  
solicitation in such jurisdiction. The information contained in this            
prospectus supplement and the accompanying prospectus is accurate as of the     
dates on their respective covers. When we deliver this prospectus supplement    
and the accompanying prospectus or make a sale pursuant to this prospectus      
supplement and the accompanying prospectus, we are not implying that the        
information is current as of the date of the delivery or sale.                  

----------------

TABLE OF CONTENTS 

Prospectus Supplement 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Prospectus Supplement Summary ...........................................    S-1
Risk Factors ............................................................   S-12
Forward-looking Statements. .............................................   S-20
Use of Proceeds .........................................................   S-21
Capitalization ..........................................................   S-22
Common Stock Price Range ................................................   S-23
Dividend Policy .........................................................   S-23
Selected Historical Financial Information ...............................   S-24
Management's Discussion and Analysis of Financial Condition and Results         
  of Operations..........................................................   S-27
Business ................................................................   S-46
Management ..............................................................   S-62
Ownership of Capital Stock ..............................................   S-64
Description of New Credit Facility, New Notes and New Preferred Stock ...   S-67
Description of Capital Stock ............................................   S-71
Certain U.S. Federal Income Tax Consequences ............................   S-75
Underwriting ............................................................   S-78
Legal Matters ...........................................................   S-80
Independent Auditors ....................................................   S-80
Index to Financial Statements ...........................................    F-1

Prospectus

                                                                [Download Table]
                                                                                
About This Prospectus....................................................      1
Forward-looking Statements...............................................      1
General Cable Corporation................................................      2
Risk Factors.............................................................      3
Ratio of Earnings to Fixed Charges.......................................      9
Use of Proceeds..........................................................      9
Plan of Distribution.....................................................     10
Description of Debt Securities We May Offer..............................     11
Description of Preferred Stock We May Offer..............................     21
Description of Common Stock We May Offer.................................     23
Legal Ownership and Book-Entry Issuance..................................     27
Validity of Securities...................................................     28
Experts..................................................................     29
Where You Can Find More Information......................................     29
Incorporation of Certain Documents by Reference..........................     29

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ABOUT THIS PROSPECTUS SUPPLEMENT

  This document is in two parts. The first part is this prospectus supplement,
which describes the specific terms of this offering. The second part, the       
accompanying prospectus, gives more general information, some of which may not  
apply to this offering.                                                         

 Generally, when we refer to this "prospectus" we are referring to both this
prospectus supplement and the accompanying prospectus combined. If the          
description of the offering varies between this prospectus supplement and the   
accompanying prospectus, you should rely on the information in this prospectus  
supplement.                                                                     

WHERE YOU CAN FIND MORE INFORMATION 

This prospectus supplement and the accompanying prospectus are part of a  
registration statement on Form S-3 filed by us with the Securities and          
Exchange Commission, or the SEC, under the Securities Act of 1933, as amended,  
or the Securities Act. We also file annual, quarterly and special reports,      
proxy statements and other information with the SEC pursuant to the Securities  
Exchange Act of 1934, as amended, or the Exchange Act. You may read and copy    
any document we file with the SEC at the SEC's public reference room at 450     
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-   
0330 for further information on the public reference room. Our SEC filings are  
also available to the public at the SEC's web site at http://www.sec.gov.       

Our common stock is quoted on the New York Stock Exchange under the symbol
"BGC." You may inspect reports and other information concerning us at the       
offices of the New York Stock Exchange at 11 Wall Street, New York, New York    
10005.                                                                          

  The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring  
you to documents containing that information. The information incorporated by   
reference is considered to be part of this prospectus supplement, and later     
information that we file with the SEC will automatically update and supersede   
this information. The documents incorporated by reference are listed under the  
heading "Incorporation of Certain Documents by Reference" of the accompanying   
prospectus.                                                                     

You may request a copy of these filings at no cost, by writing or         
telephoning us at the following address:                                        

Investor Relations
General Cable Corporation 
4 Tesseneer Drive 
Highland Heights, Kentucky 41076
(859) 572-8000

You may also obtain copies of these filings, at no cost, by accessing our 
website at http://www.generalcable.com; however, the information found on our   
website is not considered part of this prospectus supplement.                   

You should rely only on the information provided in this prospectus       
supplement, the accompanying prospectus or the documents incorporated by        
reference. We have not authorized anyone else to provide you with different     
information.                                                                    

MARKET DATA 

Market data and other statistical information used throughout this        
prospectus supplement are based an independent industry publications,           
government publications, reports by market research firms or other published    
independent sources such as CRU International Limited, Cable Industry Analyst,  
the United States Department of Commerce and the National Electrical            
Manufacturers Association. Some data are also based on our good faith           
estimates, which are derived from our review of internal surveys, as well as    
the independent sources listed above, Although we believe these sources are     
reliable, we have not independently verified the information and cannot         
guarantee its accuracy and completeness.                                        

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PROSPECTUS SUPPLEMENT SUMMARY 

  This summary may not contain all of the information that may be important to
you. You should read the entire prospectus, including the financial data and    
related notes, before making an investment decision. This summary contains      
forward-looking statements that involve risks and uncertainties. Our actual     
results may differ significantly from the results discussed in the forward-     
looking statements. Factors that might cause or contribute to such differences  
include those discussed in "Risk Factors," "Forward-looking Statements" and     
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations."                                                                    

Our Company                                                                     

We are a FORTUNE 1000 company that is a leading global developer and      
manufacturer in the wire and cable industry, an industry which is estimated to  
have had $58 billion in sales in 2002. We have leading market positions in the  
segments in which we compete due to our product, geographic and customer        
diversity and our ability to operate as a low cost provider. We sell over       
11,500 copper, aluminum and fiber optic wire and cable products, which we       
believe represent the most diversified product line of any U.S. manufacturer.   
As a result, we are able to offer our customers a single source for most of     
their wire and cable requirements. We manufacture our product lines in 28       
facilities and sell our products worldwide through our operations in North      
America, Europe and Oceania. Major customers for our products include leading   
utility companies such as Consolidated Edison and Arizona Public Service;       
leading distributors such as Graybar and Anixter; leading retailers such as     
The Home Depot and AutoZone; leading original equipment manufacturers, or       
OEMs, such as GE Medical Systems; and leading telecommunications companies      
such as Qwest Communications, Verizon Communications and SBC/Ameritech.         
Technical expertise and implementation of Lean Six Sigma strategies have        
allowed us to maintain our position as a low cost provider.                     

Our operations are divided into three main segments: energy, industrial & 
specialty and communications. Our energy cable products include low-, medium-   
and high-voltage power distribution and power transmission products for         
overhead and buried applications. Our industrial & specialty wire and cable     
products conduct electrical current for industrial, OEM, commercial and         
residential power and control applications. Our communications wire and cable   
products transmit low-voltage signals for voice, data, video and control        
applications. We believe we are the number one supplier of energy and           
industrial & specialty cable products and the number three supplier of          
communications products in North America and a top three supplier in the        
majority of the segments in which we compete in Oceania. We believe we are the  
largest supplier in the Iberian region and a strong regional wire and cable     
manufacturer in the rest of Europe. For the twelve-month period ended           
September 30, 2003, we had net sales of $1.5 billion.                           

Products and Markets                                                            

 The net sales generated by each of our three main segments (as a percentage
of our total company results) over the twelve-month period ended September 30,  
2003 are summarized below:                                                      

[Pie Chart Omitted] 

Products and Markets                     Percentage                             
--------------------                     ----------                             
Energy                                       36%                                
Industrial & Specialty                       35%                                
Communications                               29%                                

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  The principal products, markets, distribution channels and end-users of each
of our product categories are summarized below:                                 

                                                        [Enlarge/Download Table]

Product Category        Principal Products           Principal Markets      Principal End-Users 
----------------        ------------------           -----------------      ------------------- 
                                                                                                
Energy                                                                                          
Utility                 Low-Voltage,                 Power Utility          Investor-Owned      
                        Medium-Voltage                                      Utility Companies;  
                        Distribution; Bare                                  State and Local     
                        Overhead Conductor;                                 Public Power        
                        High-Voltage                                        Companies; Rural    
                        Transmission Cable                                  Electric Associa-   
                                                                            tions; Contractors  

Industrial & Specialty                                                                          
Instrumentation,        Rubber and Plastic-          Industrial Power and   Industrial Con-     
Power, Control and      Jacketed Wire and Cable;     Control;               sumers; Contractors;
Specialty               Power and Industrial Cable;  Utility/Marine/        OEMs; Military      
                        Instrumentation and          Transit; Military;     Customers; Telecom- 
                        Control Cable                Mining; Oil and Gas    munication System   
                                                     Industrial; Power      Operators           
                                                     Generation;                                
                                                     Infrastructure;                            
                                                     Residential                                
                                                     Construction                               

Automotive              Ignition Wire Sets;          Automotive             Consumers; OEMs     
                        Booster Cables               Aftermarket                                
Communications                                                                                  
Outside Voice and Data  Outside Plant                Telecom Local Loop     Telecommunications  
(Telecommunications)    Telecommunications                                  System Operators    
                        Exchange Cable; Outside                                                 
                        Service Wire                                                            

Data                    Multi-Conductor/Multi-Pair;  Computer Networking    Contractors; OEMs;  
Communications          Fiber Optic; Shipboard;      and Multimedia         Systems Integrators;
                        Military Fiber Cable         Applications           Systems Operators;  
                                                                            Military            
                                                                            Customers           

Electronics             Multi-Conductor;             Building               Contractors;        
                        Coaxial; Sound,              Management;            Consumers;          
                        Security/Fire Alarm Cable    Entertainment;         Industrial          
                                                     Equipment Control                          

Assemblies              Cable Harnesses;             Telecommunications;    Communications and  
                        Connector Cable              Industrial Equipment;  Industrial Equipment
                                                     Medical Equipment      Manufacturers       

We operate our business globally, with 74% of net sales in 2002 generated 
from North America, 22% from Europe and 4% from Oceania. We estimate that we    
sold our products and services to customers in more than 70 countries in 2002.  

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Strategic Initiatives                                                           

Due to a decrease in net sales resulting from the global economic downturn
in 2001 and 2002 and its impact particularly in the telecommunications markets  
globally and the industrial & specialty market in North America, we have        
implemented various management initiatives to improve productivity and          
maximize cash flow. These initiatives include the following:                    

o Consolidating our North American manufacturing and distribution         
facilities, including closing three of seven plants that manufacture  
communications products and four of six distribution centers.         

o Reducing head count by 1,700 persons, or 22% of our work force employed 
in our continuing operations, since September 30, 2000.               

 o Reducing outstanding aggregate indebtedness, and borrowings under an off-
balance sheet facility, by approximately 42%, or $347.8 million, from 
June 30, 2000 (our historical peak borrowing level) to September 30,  
2003.                                                                 

o Reducing inventory levels related to continuing operations from         
 $296.4 million at September 30, 2000 to $247.0 million at September 30,
   2003, a 17% decrease; this decrease is net of a $17.3 million impact from
foreign exchange rate fluctuations on our reported international      
   inventory levels. On a consistent foreign exchange basis, the decrease in
inventory levels was $66.7 million, or 23%.                           

o Reducing capital expenditures from continuing operations from           
$35.8 million in 2000 to $31.4 million in 2002 and further to         
$20.4 million in the twelve months ended September 30, 2003.          

o Exiting less profitable, non-core businesses, such as building wire and 
consumer cordsets.                                                    

o Focusing on non-capital based productivity, such as Lean Six Sigma and  
reduction of manufacturing cycle time.                                

In addition, in connection with reinforcing our position as a low-cost    
provider, we have recently announced the closure of one of our North American   
manufacturing facilities for our industrial & specialty segment and we have     
initiated studies at two of our other North American industrial & specialty     
manufacturing facilities to determine the feasibility of continuing             
manufacturing operations at those locations.                                    

We believe that many of our markets have begun to stabilize as end users  
begin to increase their spending on infrastructure maintenance and new          
construction. Furthermore, the 2003 power outages in the U.S., Canada and       
Europe emphasize the need to upgrade the power transmission infrastructure      
used by electric utilities, which may over time cause an increase in demand     
for our products. As a result of our strategic initiatives and adequate         
manufacturing capacity in all our businesses, we believe that we are well       
positioned to capitalize on any upturn in our markets without significant       
additional capital expenditures.                                                

Competitive Strengths                                                           

  We have adopted a "One Company" approach for our dealings with customers and
vendors. This approach is becoming increasingly important as the electrical,    
industrial, data communications and electronic distribution industries          
continue to consolidate into a smaller number of larger regional and national   
participants with broader product lines. As part of our One Company approach,   
we have established cross-functional business teams, which seek opportunities   
to increase sales to existing customers and to new customers inside and         
outside of traditional market channels. Our One Company approach better         
integrates us with our major customers, thereby allowing us to become their     
leading source for wire and cable products. We believe this approach also       
provides us with purchasing leverage as we coordinate our North American        
sourcing requirements. Our competitive strengths include:                       

 Leading Market Positions. We have achieved leading market positions in many
of our business segments. For example, we believe that in 2002:                 

o In the energy segment, we were the number one producer in North America,
the number three producer in Oceania and a strong regional producer in
Europe;                                                               

 o In the industrial & specialty segment, we were the number one producer in
North America and the number three producer in Oceania;               

 o In the communications segment, we were the number three producer in North
America and Oceania.                                                  

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Product, Geographic and Customer Diversity. We sell over 11,500 products  
under well-established brand names, including General Cable(R), Anaconda(R),    
BICC(R) and Carol(R), which we believe represent the most diversified product   
line of any U.S. wire and cable manufacturer. The breadth of our product line   
has enhanced our market share and operating performance by enabling us to       
offer a diversified product line to customers who previously purchased wire     
and cable from multiple vendors but prefer to deal with a smaller number of     
broader-based suppliers. We believe that the breadth of our products gives us   
the opportunity to expand our product offerings to existing customers. We       
distribute our products to over 3,000 customers through our operations in       
North America, Europe and Oceania. Our customers include utility companies,     
telecommunications systems operators, contractors, OEMs, system integrators,    
military customers, consumers and municipalities. The following summarizes      
sales as a percentage of our 2002 domestic net sales by each category of        
customers:                                                                      

[Pie Chart Omitted] 

Domestic                                                          
Net Sales by                                                          
Each Category of Customers                         Percentage                   
--------------------------                         ----------                   
OEMs & Electrical/Industrial Distributors              21%                      
Communication Distributors                             15%                      
Automotive Retail                                       8%                      
Electrical Retail                                       6%                      
Other                                                   1%                      
Electric Utility                                       32%                      
Telco Utility                                          17%                      

 We strive to develop supply relationships with leading customers who have a
favorable combination of volume, product mix, business strategy and industry    
position. Our customers are some of the largest consumers of wire and cable     
products in their respective markets and include the following companies:       
Consolidated Edison, an electric utility company serving the New York City      
metropolitan area; Arizona Public Service, Arizona's largest electricity        
utility; Graybar, one of the largest electrical and communications              
distributors in the United States; Anixter, one of the largest domestic         
distributors of wire, cable and communications connectivity products; The Home  
Depot, a leading home center retail chain; AutoZone, the largest retailer of    
automotive aftermarket parts in the United States; GE Medical Systems, a        
global leader in medical imaging, interventional procedures, healthcare         
services and information technology; Verizon Communications, a leading          
provider of communications services in the Northeastern United States; and      
Qwest Communications and SBC/Ameritech, former regional bell operating          
companies.                                                                      

 Our top 20 customers in 2002 accounted for 44% of our net sales, and no one
customer accounted for more than 5% of our net sales. We believe that our       
diversity mitigates the risks associated with an excess concentration of sales  
in any one market or geographic region or to any one customer.                  

Low Cost Provider. We are a low cost provider primarily because of our    
focus on lean manufacturing, centralized sourcing and distribution and          
logistics. We continuously focus on maintaining and optimizing our              
manufacturing infrastructure by promoting an organization-wide "lean"           
mentality in order to improve efficiencies. This enables us to maintain a low   
manufacturing cost structure, reduce waste, inventory levels and cycle time,    
as well as retain a high level of customer service. We have made a significant  
investment in Lean Six Sigma training and have established a formal training    
program for employees supporting this. We also facilitate the sharing of        
manufacturing techniques through the exchange of best practices among design    
and manufacturing engineers across our global business units. We believe that   
these initiatives have enabled us to achieve a high degree of non-capital       
based productivity which will allow us to achieve further productivity          
improvements.                                                                   

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Experienced and Proven Management Team. Our senior management team has, on
average, over 15 years of experience in the wire and cable industry and 11      
years with our company, and has successfully created a corporate-wide culture   
that focuses on our One Company approach and continuous improvement in all      
aspects of our operations. In addition, our senior management team has          
successfully reduced overhead and operating costs, improved productivity and    
increased working capital efficiency. For example, our SG&A expenses excluding  
corporate items (see Note 4 to Notes to Audited Consolidated Financial          
Statements) have declined from $226.6 million, or 10.5% of net sales, in 2000   
to $123.1 million, or 8.5% of net sales, in 2002. We believe that the level of  
our SG&A expenses as a percentage of our net sales is one of the lowest in the  
wire and cable industry. Additionally, our senior management team has           
restructured our business portfolio to eliminate less profitable, non-core      
businesses and capitalize on market opportunities by anticipating market        
trends and risks.                                                               

Business Strategy                                                               

We seek to distinguish ourselves from other wire and cable manufacturers  
through the following business strategies:                                      

Improving Operating Efficiency and Productivity. Our operations benefit   
from management's ongoing evaluations of operating efficiency. These            
evaluations have resulted in cost-saving initiatives designed to improve our    
profitability and productivity across all areas of our operations. Recent       
initiatives include rationalization of manufacturing facilities and product     
lines, consolidation of distribution locations, product redesign, improvement   
in materials procurement and usage, product quality and waste elimination and   
other non-capital based productivity initiatives. We also expect that           
continued successful execution of our One Company approach will provide more    
efficient purchasing, manufacturing, marketing and distribution for our         
products.                                                                       

Focus on Establishing and Expanding Long-Term Customer Relationships. Each
of our top 20 customers has been our customer for at least five years. Our      
customer relationship strategy is focused on being the "wire provider of        
choice" for the most demanding customers by providing a diverse product line    
coupled with a high level of service. We place great emphasis on customer       
service and provide technical resources to solve customer problems and          
maintain inventory levels of critical products that are sufficient to meet      
fluctuating demands for such products.                                          

We have implemented a number of service and support programs, including   
Electronic Data Interchange ("EDI") transactions, web-based product             
catalogues, ordering and order tracking capabilities and Vendor Managed         
Inventory ("VMI") systems. VMI is an inventory management system integrated     
into certain of our customers' internal systems which tracks inventory          
turnover and places orders with us for wire and cable on an automated basis.    
These technologies create high supplier integration with these customers and    
position us to be their leading source for wire and cable products.             

Actively Pursue Strategic Initiatives. We believe that our management has 
the ability to identify key trends in the industry, which allows us to migrate  
our business to capitalize on expanding markets and new niche markets and exit  
declining or non-strategic markets in order to achieve better returns. For      
example, we exited the North American building wire business in late 2001.      
This business had historically been highly cyclical, very price competitive     
and had low barriers to entry. We also set aggressive performance targets for   
our businesses and intend to refocus, turn around or divest those activities    
that fail to meet our targets or do not fit our long-term strategies.           

We regularly consider selective acquisitions and joint ventures to        
strengthen our existing business lines. We believe there are strategic          
opportunities in many international markets, including South America and Asia,  
as countries in these markets continue to look to upgrade their power           
transmission and generation infrastructure and invest in new communications     
networks in order to participate in high speed, global communications. We are   
seeing increased opportunities in the European Union for our European           
manufacturing operations. See "Risk Factors--Other Risks Relating to Our        
Business--We may not be able to successfully identify, finance or integrate     
acquisitions."                                                                  

Reduce Leverage. We intend to reduce our leverage in the near to          
intermediate term. As a result of our well-diversified business portfolio and   
recent operating initiatives, we believe we can improve our existing operating  
margin, which will allow us to generate increased cash flows. In order to       
achieve this goal of debt                                                       

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reduction, we currently expect to use a substantial portion of cash flow from   
operations and the net proceeds from any sale of non-strategic assets to        
strengthen our balance sheet. In pursuit of this strategy, we have reduced      
outstanding aggregate indebtedness, and borrowings under an off-balance sheet   
facility, by $347.8 million, or 42%, since June 30, 2000 through a combination  
of cash flow from operations and strategic divestitures. We have adequate       
manufacturing capacity in all of our businesses and are well positioned to      
capitalize on any upturns in our markets without significant additional         
capital expenditures.                                                           

The Refinancing                                                                 

This offering is part of our comprehensive plan to improve our capital    
structure and provide us with increased financial and operating flexibility to  
execute our business plan by reducing leverage and extending debt maturities.   
We anticipate that this plan will consist of the following transactions which   
we refer to as the "refinancing transactions," which will be consummated        
concurrently: (i) a new $240 million senior secured revolving credit facility,  
(ii) a private offering of $275 million principal amount of senior notes,       
(iii) a private offering of $75 million of Series A redeemable convertible      
preferred stock and (iv) a public offering of approximately $50 million of      
common stock. We intend to apply the net proceeds from these refinancing        
transactions to repay all borrowings outstanding under our existing senior      
secured revolving credit facility, existing senior secured term loans and       
outstanding amounts under our existing accounts receivable asset-backed         
securitization facility and to pay related fees and expenses. The exact amount  
raised in each of the refinancing transactions will depend on market            
conditions and will be determined at the time of the pricing of the             
transaction. The table below sets forth the sources and uses of funds from the  
refinancing transactions as if such transactions had occurred on September 30,  
2003.                                                                           

                                                                [Download Table]


Sources:                                                             Amount(1)  
--------                                                             ---------  
                                                                   (in millions)
                                                                                
Senior secured revolving credit facility .......................       $ 82.7(2)
  % Senior notes due 2010 ......................................        275.0   
  % Series A redeemable convertible preferred stock ............         75.0   
Common stock ...................................................         50.0   
                                                                       ------   
   Total .......................................................       $482.7   
                                                                       ======   


Uses:                                                                           
-----                                                                           
                                                                                
Repayment of existing senior secured revolving credit facility .       $ 64.9(3)
Repayment of existing senior secured term loan A ...............         56.4   
Repayment of existing senior secured term loan B ...............        270.0   
Repayment of accounts receivable asset-backed securitization                    
  facility......................................................         72.8(4)
Fees and expenses ..............................................         18.6   
                                                                       ------   
   Total .......................................................       $482.7   
                                                                       ======   

---------------                                                                 
(1) In this prospectus, references to the amount of this offering and the       
concurrent private offering of Series A redeemable convertible preferred
 stock do not include any securities issuable upon exercise of the options
to purchase additional securities granted to the underwriters or the    
initial purchasers, as the case may be, in connection therewith.        
(2) Our new senior secured revolving credit facility will provide for aggregate 
borrowings of up to $240.0 million (of which up to $50.0 million may be 
used for letters of credit), subject to borrowing base limitations.     
(3) In addition, as of September 30, 2003, we had $36.6 million of outstanding  
letters of credit. Borrowings outstanding as of October 24, 2003 were   
$21.9 million higher as a result of working capital changes since       
September 30, 2003.                                                     
(4) Borrowings outstanding as of October 24, 2003 were $7.2 million higher as a 
result of working capital changes since September 30, 2003.             

  In addition to the refinancing transactions, we are also seeking to obtain a
new (E)30 million to (E)50 million European credit facility. We anticipate      
that proceeds from this facility, if any, would be used to reduce our then      
outstanding obligations under our new senior secured revolving credit           
facility. While we are actively pursuing this facility, we cannot assure you    
that we will be able to obtain such a facility.                                 

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The Offering

Common Stock Offered by Us. . . . .   5,050,000 shares                          

Common Stock to Be Outstanding                                                  
After this Offering  . . . . . . .   38,170,132 shares(1)                     

Over-allotment Option . . . . . . .   We have granted the underwriters an       
                 option to purchase up
                            to 757,500 shares to cover over-
                                   allotments, if any. If the underwriters
                                   exercise their over-allotment option in
                              full, we will sell an aggregate of
                             5,807,500 shares and we will have
                                   approximately 38,927,632 million shares
                        of common stock outstanding.

Use of Proceeds . . . . . . . . . .   The net proceeds from this offering       
                             after deducting the underwriters'
                                  discount and commissions and estimated
                          expenses will be approximately
                                   $46.8 million. We intend to use the net
                                    proceeds of this offering, together with
                           the net proceeds from the other
                                  refinancing transactions, to repay our
                          existing senior secured credit
                                facilities and our existing accounts
                                  receivable asset-backed securitization
                                    facility and for other general corporate
     purposes.

New York Stock Exchange Symbol. . .   "BGC"                                     

---------------                                                                 
(1) Based on shares outstanding as of October 20, 2003.  Excludes (1) 628,977   
shares issuable upon the exercise of vested, in-the-money stock options 
 outstanding under employee benefit plans with a weighted average exercise
price of $8.52 per share, (2) 2,899,936 shares issuable upon exercise of
other stock options, (3) 140,530 matching restricted stock units and (4)
 approximately     million shares issuable upon conversion of our Series A
redeemable convertible preferred stock being offered in the concurrent  
private placement.                                                      

  Except as otherwise indicated, all information in this prospectus supplement
assumes the underwriters' overallotment option is not exercised.                

Risk Factors

  See "Risk Factors" for a discussion of factors you should carefully consider
before deciding to invest in our common stock.                                  

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Summary Financial Information 

The summary historical financial data for the years ended and as of       
December 31, 2000, 2001 and 2002 were derived from our audited consolidated     
financial statements. The summary financial data set forth for the nine months  
ended September 30, 2002 and 2003 and as of September 30, 2003 were derived     
from unaudited consolidated financial statements as filed with the SEC which,   
in the opinion of our management, include all adjustments necessary for a fair  
presentation of the results for the unaudited interim periods. The following    
summary financial data should be read in conjunction with "Management's         
Discussion and Analysis of Financial Condition and Results of Operations" and   
our consolidated financial statements and related notes thereto. Certain        
reclassifications have been made to conform to the current year's               
presentation.                                                                   

  The "pro forma" and "as adjusted" data give effect to (i) initial borrowings
of $82.7 million under our new senior secured revolving credit facility, (ii)   
a private offering of $275 million of senior notes, (iii) a private offering    
of $75 million of Series A redeemable convertible preferred stock, (iv) this    
offering of approximately $50 million of common stock and (v) the use of        
proceeds to repay $391.3 million of indebtedness under our existing senior      
secured credit facilities and $72.8 million of borrowings under our existing    
off-balance sheet accounts receivable asset-backed securitization facility, as  
if each transaction were consummated on September 30, 2003 in the case of       
balance sheet data and as of the beginning of the period for statement of       
operations data. The as adjusted balance sheet data also give effect to (i)     
charges relating to the write-off of unamortized bank fees related to the       
existing credit facility, (ii) charges related to the settlement of two         
interest rate swaps with a notional value of $200 million, which expire         
December 31, 2003, (iii) charges related to the payoff of our existing          
accounts receivable asset-backed securitization facility, (iv) a charge         
resulting from a deemed dividend of the accumulated earnings of certain of our  
guarantor subsidiaries under the new senior secured revolving credit facility   
and senior notes and (v) payment of $18.6 million for transaction fees and      
expenses that we will incur related to this offering and the other refinancing  
transactions.                                                                   

  In August 2000, we sold certain businesses acquired from BICC plc consisting
primarily of the operations in the United Kingdom, Italy and Africa and a       
joint venture interest in Malaysia to Pirelli Cavi e Sistemi S.p.A. The         
financial data presented below contain those operations sold to Pirelli during  
2000 up through the date of sale.                                               

In September 2000, we acquired Telmag S.A. de C.V., a Mexico-based        
manufacturer of telecommunications cables. The financial data presented below   
include the results of operations of this business after the closing date.      

In March 2001, we sold our Pyrotenax business unit to Raychem HTS Canada, 
Inc. The results of operations of this business are included in the financial   
data presented below for the periods prior to the closing date.                 

In September 2001, we announced our decision to exit the consumer cordsets
business. In October 2001, we sold substantially all of the manufacturing       
assets and inventory of our building wire business to Southwire Company. The    
results of operations of these businesses are included in the financial data    
presented below for the periods prior to the closing date. Beginning in the     
third quarter of 2001, we have reported the building wire and cordsets segment  
as discontinued operations for financial reporting purposes. Administrative     
expenses formerly allocated to this segment are now reported in the continuing  
operations segments. Prior periods have been restated to reflect this change.   

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                                                                                             Nine Months Ended      Twelve Months
                                                           Year Ended December 31,             September 30,            Ended    
                                                       -------------------------------    -----------------------   September 30,
                                                        2000(1)    2001(1)      2002        2002         2003            2003    
                                                       --------    --------   --------    --------    -----------   -------------
                                                                  (in millions, except metal price and per share data)           
                                                                                                                                 
Statement of Operations Data:                                                                                                    
Net sales:                                                                                                                       
 Energy .............................................. $  733.6    $  521.8   $  516.0    $  389.0     $  413.5        $  540.5  
 Industrial & specialty ..............................    796.7       537.6      499.4       383.1        395.1           511.4  
 Communications ......................................    631.8       592.0      438.5       330.4        324.5           432.6  
                                                       --------    --------   --------    --------     --------        --------  
Total net sales ......................................  2,162.1     1,651.4    1,453.9     1,102.5      1,133.1         1,484.5  
Cost of sales ........................................  1,870.4     1,410.7    1,287.3       972.1        998.7         1,313.9  
                                                       --------    --------   --------    --------     --------        --------  
Gross profit .........................................    291.7       240.7      166.6       130.4        134.4           170.6  
Selling, general and administrative                                                                                              
  expenses............................................    257.6       136.4      150.9       116.2         93.6           128.3  
                                                       --------    --------   --------    --------     --------        --------  
Operating income .....................................     34.1       104.3       15.7        14.2         40.8            42.3  
Other income .........................................       --         8.1         --          --           --              --  
Interest expense, net ................................    (59.8)      (43.9)     (42.6)      (31.1)       (32.8)          (44.3) 
Other financial costs ................................     (3.3)      (10.4)      (1.1)         --           --            (1.1) 
                                                       --------    --------   --------    --------     --------        --------  
Income (loss) before taxes ...........................    (29.0)       58.1      (28.0)      (16.9)         8.0            (3.1) 
Income tax benefit (provision) .......................     10.3       (20.6)       9.9         6.0         (2.8)            1.1  
                                                       --------    --------   --------    --------     --------        --------  
Income (loss) from continuing operations .............    (18.7)       37.5      (18.1)      (10.9)         5.2            (2.0) 
Loss from discontinued operations ....................     (7.7)       (6.8)        --          --           --              --  
Loss on disposal of discontinued operations ..........       --       (32.7)      (5.9)       (3.9)          --            (2.0) 
                                                       --------    --------   --------    --------     --------        --------  
Net income (loss) .................................... $  (26.4)   $   (2.0)  $  (24.0)   $  (14.8)    $    5.2        $   (4.0) 
                                                       ========    ========   ========    ========     ========        ========  
Basic earnings (loss) of continuing operations per                                                                               
  common share........................................ $  (0.56)   $   1.14   $  (0.55)   $  (0.33)    $   0.16        $  (0.06) 
Diluted earnings (loss) of continuing operations per                                                                             
  common share........................................ $  (0.56)   $   1.13   $  (0.55)   $  (0.33)    $   0.16        $  (0.06) 
Basic loss of discontinued operations per common                                                                                 
  share............................................... $  (0.23)   $  (1.20)  $  (0.18)   $  (0.12)          --        $  (0.06) 
Diluted loss of discontinued                                                                                                     
  operations per common share......................... $  (0.23)   $  (1.19)  $  (0.18)   $  (0.12)          --        $  (0.06) 
Basic earnings (loss) of total company per common                                                                                
  share............................................... $  (0.79)   $  (0.06)  $  (0.73)   $  (0.45)    $   0.16        $  (0.12) 
Diluted earnings (loss) of total company per common                                                                              
  share............................................... $  (0.79)   $  (0.06)  $  (0.73)   $  (0.45)    $   0.16        $  (0.12) 
Basic weighted average shares outstanding ............     33.6        32.8       33.0        33.0         33.1            33.1  
Diluted weighted average shares outstanding ..........     33.6        33.1       33.0        33.0         33.4            33.4  
Dividends per common share ........................... $   0.20    $   0.20   $   0.15    $   0.15           --              --  

                                                        [Enlarge/Download Table]

                                                                 December 31,             September 30, 2003   
                                                       -------------------------------   ----------------------
                                                         2000        2001       2002     Actual     As Adjusted
                                                       --------    --------   --------  --------    -----------
                                                                                                               
Balance Sheet Data:                                                                                            
Cash and cash equivalents ............................ $   21.2    $   16.6   $   29.1  $   24.2     $   24.2  
Working capital(2) ...................................    375.3       169.9      150.8     133.4        206.9  
Property, plant and equipment, net ...................    379.4       320.9      323.3     326.8        326.8  
Total assets .........................................  1,319.2     1,005.3      973.3     977.9      1,053.8  
Total debt(3) ........................................    642.6       460.4      451.9     404.0        370.4  
Net debt(3)(4) .......................................    621.4       443.8      422.8     379.8        346.2  
Shareholders' equity .................................    128.5       104.9       60.9      83.6        195.5  

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                                                                                                  Nine Months                   
                                                                                                     Ended         Twelve Months
                                                                    Year Ended December 31,      September 30,         Ended    
                                                                  ---------------------------   ----------------   September 30,
                                                                  2000(1)    2001(1)    2002     2002      2003         2003    
                                                                  -------    -------   ------   ------    ------   -------------
                                                                                                                                
Other Data:                                                                                                                     
Cash flows of operating activities .............................. $  16.1    $  83.2   $ 57.3   $ 75.9    $ 58.2       $ 39.6   
Cash flows of investing activities ..............................    82.9       91.9    (28.6)   (21.4)    (10.2)       (17.4)  
Cash flows of financing activities ..............................  (115.8)    (179.7)   (16.2)   (47.8)    (52.9)       (21.3)  
EBITDA from continuing operations(5) ............................    81.3      133.1     46.3     37.0      64.0         73.3   
Depreciation and amortization ...................................    56.0       35.0     30.6     22.8      23.2         31.0   
Capital expenditures ............................................   (56.0)     (54.9)   (31.4)   (22.8)    (11.8)       (20.4)  
Average daily COMEX price per pound of copper cathode ........... $  0.84    $  0.73   $ 0.72   $ 0.72    $ 0.77       $ 0.75   
Average daily selling price per pound of aluminum rod ........... $  0.75    $  0.69   $ 0.65   $ 0.65    $ 0.67       $ 0.67   
Pro forma interest expense ......................................                                                      $ 33.9   

---------------                                                                 

(1) As of January 1, 2001, we changed our accounting method for non-North       
 American metal inventories from the first-in first-out ("FIFO") method to
the last-in first-out ("LIFO") method. The impact of the change was an  
increase in operating income of $4.1 million, or $0.08 of earnings per  
share, on both a basic and a diluted basis during 2001. As of January 1,
2000, we changed our accounting method for our North American non-metal 
inventories from the FIFO method to the LIFO method. The impact of the  
change was an increase in operating income of $6.4 million, or $0.12 of 
earnings per share, on both a basic and diluted basis, during 2000.     

(2) Working capital means current assets less current liabilities. The as-      
 adjusted amount for September 30, 2003 includes $72.8 million of accounts
receivable previously part of our accounts receivable asset-backed      
securitization facility brought back on the balance sheet as a result of
the refinancing.                                                        

(3) Excludes off-balance sheet borrowings of $67.8 million, $48.5 million and   
   $72.8 million as of December 31, 2001 and 2002 and September 30, 2003 under
our accounts receivable asset-backed securitization facility. We had no 
off-balance sheet borrowings as of December 31, 2000.                   

(4) Net debt means our total debt less cash and cash equivalents.               

(5) EBITDA from continuing operations means earnings from continuing operations 
before (i) interest expense, net (including other financial costs,      
principally consisting of write-off of unamortized bank fees, costs     
  associated with the implementation of our accounts receivable asset-backed
securitization program and loss related to terminated interest rate     
  collars), (ii) income tax provision (benefit), (iii) continuing operations
   depreciation and amortization and (iv) other income (principally consisting
 of a foreign exchange gain on the extinguishment of long-term debt in the
United Kingdom). Other companies may define EBITDA differently and, as a
 result, our measure of EBITDA may not be directly comparable to EBITDA of
other companies.                                                        

Management believes that the presentation of EBITDA included in this    
 prospectus provides useful information to investors regarding our results
of operations because they assist in analyzing and benchmarking the     
performance and value of our business. Although we use EBITDA as a      
financial measure to assess the performance of our business, the use of 
  EBITDA is limited because it does not include certain material costs, such
 as interest and taxes, necessary to operate our business. EBITDA included
in this prospectus should be considered in addition to, and not as a    
substitute for, net income in accordance with GAAP as a measure of      
   performance or cash flows from operating activities in accordance with GAAP
as a measure of liquidity.                                              

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EBITDA from continuing operations reconciles to net income (loss) as    
follows:                                                                

                                                        [Enlarge/Download Table]

                                                                                Nine Months      Nine Months   Twelve Months
                                                    Year Ended December 31,        Ended            Ended          Ended    
                                                   -------------------------   September 30,    September 30,  September 30,
                                                    2000      2001     2002         2002            2003            2003    
                                                   ------    ------   ------   -------------    -------------  -------------
                                                                                 (in millions)                              
                                                                                                                            
Net income (loss) ................................ $(26.4)   $ (2.0)  $(24.0)      $(14.8)          $ 5.2          $(4.0)   
 Loss from operations of discontinued                                                                                       
   operations (net of tax)........................    7.7       6.8       --           --              --             --    
 Loss on disposal of discontinued                                                                                           
   operations (net of tax)........................     --      32.7      5.9          3.9              --            2.0    
                                                   ------    ------   ------       ------           -----          -----    
Income (loss) from continuing operations .........  (18.7)     37.5    (18.1)       (10.9)            5.2           (2.0)   
                                                   ------    ------   ------       ------           -----          -----    
Other income .....................................     --      (8.1)      --           --              --             --    
Interest expense (income):                                                                                                  
 Interest expense, net ...........................   59.8      43.9     42.6         31.1            32.8           44.3    
 Other financial costs ...........................    3.3      10.4      1.1           --              --            1.1    
Income tax (benefit) provision ...................  (10.3)     20.6     (9.9)        (6.0)            2.8           (1.1)   
Continuing operations depreciation and                                                                                      
 amortization ....................................   47.2      28.8     30.6         22.8            23.2           31.0    
                                                   ------    ------   ------       ------           -----          -----    
EBITDA from continuing operations ................ $ 81.3    $133.1   $ 46.3       $ 37.0           $64.0          $73.3    
                                                   ======    ======   ======       ======           =====          =====    

EBITDA from continuing operations has not been adjusted for the increases 
(decreases) resulting from the following items:                           

  For the year ended December 31, 2000, EBITDA loss from businesses divested
to Pirelli of $79.1 million.                                            

For the year ended December 31, 2001, disposal of inventory of $7.0     
million, income related to the divestiture to Pirelli of $(7.0) million,
gain from sale of Pyrotenax business of $(23.8) million, closure of     
manufacturing plants of $4.8 million, divestiture of non-strategic      
  businesses of $5.5 million, severance and severance-related costs of $16.5
million and provision for other costs of $0.8 million.                  

  For the year ended December 31, 2002, charge related to assets contributed
  to joint venture of $3.6 million, closure of manufacturing plants of $21.2
million, divestiture of non-strategic businesses of $1.7 million, and   
severance and severance-related costs of $6.9 million.                  

For the nine months ended September 30, 2002, charge related to assets  
contributed to joint venture of $3.6 million, closure of manufacturing  
plants of $20.5 million, divestiture of non-strategic businesses of $1.7
million and severance and severance-related costs of $2.9 million.      

For the nine months ended September 30, 2003, severance and severance-  
related costs of $1.7 million.                                          

For the twelve months ended September 30, 2003, closure of manufacturing
plants of $0.7 million and severance and severance-related costs of $5.7
million.                                                                

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RISK FACTORS

Investing in these securities involves a high degree of risk. You should  
carefully consider the following risk factors and other information contained   
in the prospectus before investing in these securities.                         

Risks Related to Our Business                                                   

Risks Relating to Our Markets                                                 

Our net sales, net income and growth depend largely on the economies in the     
geographic markets that we serve.                                               

Many of our customers use our products as components in their own products
or in projects undertaken for their customers. Our ability to sell our          
products is largely dependent on general economic conditions, including how     
much our customers and end-users spend on information technology, new           
construction and building, maintaining or reconfiguring their communications    
network, industrial manufacturing assets and power transmission and             
distribution infrastructures. Over the past few years many companies have       
significantly reduced their capital equipment and information technology        
budgets, and construction activity that necessitates the building or            
modification of communication networks and power transmission and distribution  
infrastructures has slowed considerably as a result of a weakening of the U.S.  
and foreign economies. As a result, our net sales and financial results have    
declined significantly. In the event that these markets do not improve, or if   
they were to become weaker, we could suffer further decreased sales and net     
income and we could be required to enact further restructurings.                

The market for our products is highly competitive.                              

The markets for copper, aluminum and fiber optic wire and other cable     
products are highly competitive, and some of our competitors may have greater   
financial resources than we do. We compete with at least one major competitor   
with respect to each of our business segments, although no single competitor    
competes with us across the entire spectrum of our product lines. Many of our   
products are made to common specifications and therefore may be fungible with   
competitors' products. Accordingly, we are subject to competition in many       
markets on the basis of price, delivery time, customer service and our ability  
to meet specific customer needs.                                                

We believe our competitors will continue to improve the design and        
performance of their products and to introduce new products with competitive    
price and performance characteristics. We expect that we will be required to    
continue to invest in product development, productivity improvements and        
customer service and support in order to compete in our markets. Furthermore,   
an increase in imports of products competitive with our products could          
adversely affect our sales.                                                     

Our business is subject to the economic and political risks of maintaining      
facilities and selling products in foreign countries.                           

During 2002, approximately 26% of our sales and approximately 33% of our  
assets were in markets outside North America. Our financial results may be      
adversely affected by significant fluctuations in the value of the U.S. dollar  
against foreign currencies or by the enactment of exchange controls or foreign  
governmental or regulatory restrictions on the transfer of funds. In addition,  
negative tax consequences relating to repatriating certain foreign currencies,  
particularly cash generated by our operations in Spain, may adversely affect    
our cash flows. During 2002, our operations outside North America generated     
approximately 24% of our cash flows from operations. Furthermore, our foreign   
operations are subject to risks inherent in maintaining operations abroad,      
such as economic and political destabilization, international conflicts,        
restrictive actions by foreign governments, nationalizations, changes in        
regulatory requirements, the difficulty of effectively managing diverse global  
operations and adverse foreign tax laws.                                        

Changes in industry standards and regulatory requirements may adversely affect  
our business.                                                                   

 As a manufacturer and distributor of wire and cable products we are subject
to a number of industry standard-setting authorities, such as Underwriters      
Laboratories, the Telecommunications Industry Association,                      

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the Electronics Industries Association and the Canadian Standards Association.  
In addition, many of our products are subject to the requirements of federal,   
state and local or foreign regulatory authorities. Changes in the standards     
and requirements imposed by such authorities could have an adverse effect on    
us. In the event we are unable to meet any such standards when adopted our      
business could be adversely affected. In addition, changes in the legislative   
environment could affect the growth and other aspects of important markets      
served by us. While certain legislative bills and regulatory rulings are        
pending in the energy and telecommunications sectors which could improve our    
markets, any delay or failure to pass such legislation and regulatory rulings   
could adversely affect our opportunities and anticipated prospects may not      
arise. It is not possible at this time to predict the impact that any such      
legislation or regulation or failure to enact any such legislation or           
regulation, or other changes in laws or industry standards that may be adopted  
in the future, could have on our financial results, cash flows or financial     
position.                                                                       

Advancing technologies, such as fiber optic and wireless technologies, may      
make some of our products less competitive.                                     

Technological developments could have a material adverse effect on our    
business. For example, a significant decrease in the cost and complexity of     
installation of fiber optic systems or increase in the cost of copper based     
systems could make fiber optic systems superior on a price performance basis    
to copper systems and may have a material adverse effect on our business.       
Also, advancing wireless technologies, as they relate to network and            
communication systems, may represent some threat to both copper and fiber       
optic cable based systems by reducing the need for premise wiring. While we     
sell some fiber optic cable and components and cable that is used in certain    
wireless applications, if fiber optic systems or wireless technology were to    
significantly erode the markets for copper based systems, our sales of fiber    
optic cable and products for wireless applications may not be sufficient to     
offset any decrease in sales or profitability of other products that may        
occur.                                                                          

Risks Relating to Our Operations                                              

Volatility in the price of copper and other raw materials, as well as fuel and  
energy, could adversely affect our businesses.                                  

  The costs of copper and aluminum, the most significant raw materials we use,
have been subject to considerable volatility over the years. Volatility in the  
price of copper, aluminum, polyethylene and other raw materials, as well as     
fuel, natural gas and energy, will in turn lead to significant fluctuations in  
our cost of sales. Additionally, sharp increases in the price of copper can     
also reduce demand if customers decide to defer their purchases of copper wire  
and cable products or seek to purchase substitute products. Moreover, we do     
not engage in activities to hedge the underlying value of our copper and        
aluminum inventory. Although we attempt to reflect copper and other raw         
material price changes in the sale price of our products, there is no           
assurance that we can do so.                                                    

Interruptions of supplies from our copper rod mill plant or our key suppliers   
may affect our results of operations and financial performance.                 

Interruptions of supplies from our copper rod mill plant or our key       
suppliers could disrupt production or impact our ability to increase            
production and sales. During 2002, our copper rod mill plant produced           
approximately 50% of the copper rod used in our North American operations and   
two suppliers provided an aggregate of approximately 36% of our North American  
copper purchases. Any unanticipated problems or work stoppages at our copper    
rod mill facility could have a material adverse effect on our business.         
Additionally, we use a limited number of sources for most of the other raw      
materials that we do not produce. We do not have long-term or volume purchase   
agreements with most of our suppliers, and may have limited options in the      
short-term for alternative supply if these suppliers fail, for any reason,      
including their business failure or financial difficulties, to continue the     
supply of materials or components. Moreover, identifying and accessing          
alternative sources may increase our costs.                                     

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Failure to negotiate extensions of our labor agreements as they expire may      
result in a disruption of our operations.                                       

 Approximately 65% of our employees are represented by various labor unions.
During the last five years, we have experienced only one strike, which was      
settled on satisfactory terms. Labor agreements covering approximately 18% of   
our other employees expire prior to December 31, 2004. We cannot predict what   
issues may be raised by the collective bargaining units representing our        
employees and, if raised, whether negotiations concerning such issues will be   
successfully concluded. A protracted work stoppage could result in a            
disruption of our operations which could adversely affect our ability to        
deliver certain products and our financial results.                             

Our inability to continue to achieve productivity improvements may result in    
increased costs.                                                                

Part of our business strategy is to increase our profitability by lowering
costs through improving our processes and productivity. In the event we are     
unable to continue to implement measures improving our manufacturing            
techniques and processes, we may not achieve desired efficiency or              
productivity levels and our manufacturing costs may increase. In addition,      
productivity increases are related in part to factory utilization rates. Our    
decreased utilization rates over the past few years have adversely impacted     
productivity.                                                                   

We are substantially dependent upon distributors and retailers for sales of     
our products.                                                                   

  During 2002, approximately 36% of our domestic net sales were to independent
distributors and four of our ten largest customers were distributors.           
Distributors accounted for a substantial portion of sales of our                
communications products and industrial & specialty products. During 2002,       
approximately 14% of our domestic net sales were to retailers and the two       
largest retailers, AutoZone and The Home Depot, accounted for approximately     
3.3% and 3.1%, respectively, of our net sales.                                  

These distributors and retailers are not contractually obligated to carry 
our product lines exclusively or for any period of time. Therefore, these       
distributors and retailers may purchase products that compete with our          
products or cease purchasing our products at any time. The loss of one or more  
large distributors or retailers could have a material adverse effect on our     
ability to bring our products to end users and on our results of operations.    
Moreover, a downturn in the business of one or more large distributors or       
retailers could adversely affect our sales and could create significant credit  
exposure.                                                                       

We face pricing pressures in each of our markets that could adversely affect    
our results of operations and financial performance.                            

 We face pricing pressures in each of our markets as a result of significant
competition or over-capacity, and price levels for most of our products have    
declined over the past few years. While we will work toward reducing our costs  
to respond to the pricing pressures that may continue, we may not be able to    
achieve proportionate reductions in costs. As a result of over-capacity and     
the current economic and industry downturn in the communications and            
industrial markets in particular, pricing pressures increased in 2002 and       
2003. Pricing pressures are expected to continue throughout 2003 and for the    
foreseeable future. Further declines in prices, without offsetting cost-        
reductions, would adversely affect our financial results.                       

Other Risks Relating to Our Business                                          

Our substantial debt and debt service requirements could adversely affect our   
business.                                                                       

We have a significant amount of debt. As of September 30, 2003, assuming  
that this offering and the other refinancing transactions had occurred on that  
date and the use of proceeds was as outlined, we would have had $370.4 million  
of debt outstanding, $95.4 million of which would have been secured             
indebtedness and none of which would have been subordinated to the senior       
notes, and would have had approximately $105 million of additional borrowing    
available (which is calculated after giving effect to up to $36.6 million of    
letters of credit outstanding) under our new senior secured revolving credit    
facility. In addition, subject to the terms of the indenture governing the      
notes, we will also be incurring additional indebtedness, including secured     
debt, in the future.                                                            

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The degree to which we are leveraged could have important adverse         
consequences to us. For example, it could:                                      

o make it difficult for us to make payments on or otherwise satisfy our   
obligations with respect to our indebtedness;                         

o require us to dedicate a significant portion of our cash flows from     
operations to debt service, thereby reducing the availability of cash 
flow for other purposes;                                              

o limit our ability to borrow additional amounts for working capital,     
capital expenditures, potential acquisition opportunities and other   
purposes;                                                             

o limit our ability to withstand competitive pressures and reduce our     
 flexibility in responding to changing business, regulatory and economic
conditions in our industry;                                           

o place us at a competitive disadvantage against our less leveraged       
competitors;                                                          

o subject us to increased costs, to the extent of the portion of our      
indebtedness that is subject to floating interest rates; and          

o cause us to fail to comply with applicable debt covenants and could     
result in an event of default that could result in all of our         
indebtedness being immediately due and payable.                       

  In addition, our ability to generate cash flow from operations sufficient to
make scheduled payments on our debts as they become due will depend on our      
future performance, our ability to successfully implement our business          
strategy and our ability to obtain other financing.                             

If either of our uncommitted accounts payable or accounts receivable financing  
arrangements for our European operations is cancelled by our lenders, our       
liquidity will be negatively impacted.                                          

Our European operation participates in arrangements with several European 
financial institutions which provide extended accounts payable terms to us. In  
general, the arrangements provide for accounts payable terms of up to 180       
days. At September 30, 2003, the arrangements had a maximum availability limit  
of the equivalent of approximately $94 million of which approximately           
$77 million was drawn. We do not have firm commitments from these European      
financial institutions requiring them to continue to extend credit and they     
may decline to advance additional funding. We also have an approximate          
$25 million uncommitted facility in Europe, which allows us to sell at a        
discount, with limited recourse, a portion of our accounts receivable to a      
financial institution. At September 30, 2003, this facility was not drawn       
upon. We do not have a firm commitment from this institution to purchase our    
accounts receivable. Should the availability under these arrangements be        
reduced or terminated, we would be required to negotiate longer payment terms   
with our suppliers or repay the outstanding obligations with our suppliers      
under these arrangements over 180 days and/or seek alternative financing        
arrangements which could increase our interest expense. We cannot assure you    
that such longer payment terms or alternate financing will be available on      
favorable terms or at all. Failure to obtain alternative financing              
arrangements in such case would negatively impact our liquidity.                

We will be required to take a charge in the current period in connection with   
a plant closure and we may be required to take certain charges to our earnings  
in future periods in connection with potential plant closures and our           
inventory accounting practices.                                                 

 We are in the process of closing one of our manufacturing facilities, which
we expect will result in approximately $7 million of costs in the quarter       
ending December 31, 2003, of which approximately $4 million will be cash        
costs. In addition, we are currently evaluating closures of two additional      
facilities. We plan to announce the results of our evaluation either late this  
quarter or early next year and would take additional charges over the period    
the operations are wound down should we decide to rationalize these two         
facilities. The cost to rationalize these facilities could approximate          
$20 million, with cash costs of approximately one-third of this amount.         

  As a result of declining copper prices, the historic LIFO cost of our copper
inventory exceeded its replacement cost by approximately $16 million at         
December 31, 2002 and $5 million at September 30, 2003. If we were not able to  
recover the LIFO value of our inventory at a profit in some future period when  
replacement costs were lower than the LIFO value of the inventory, we would be  
required to take a charge to                                                    

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recognize in our income statement all or a portion of the higher LIFO value of  
the inventory. During 2002 and in the nine months ended September 30, 2003, we  
recorded a $2.5 million and a $0.8 million charge, respectively, for the        
liquidation of LIFO inventory in North America as we significantly reduced our  
inventory levels. We expect to further reduce inventory quantities in the       
fourth quarter of 2003 which is expected to result in an additional LIFO        
liquidation charge. The amount of the charge to be incurred in the fourth       
quarter of 2003 will be dependent upon the quantity of the inventory reduction  
and the market price of the metals at the time of the inventory liquidation.    
If LIFO inventory quantities are reduced in a future period when replacement    
costs are lower than the LIFO value of the inventory, we would experience a     
decline in reported earnings.                                                   

We are subject to certain asbestos litigation.                                  

  There are approximately 15,000 pending non-maritime asbestos cases involving
our subsidiaries. The majority of these cases involve plaintiffs alleging       
exposure to asbestos-containing cable manufactured by our predecessors. In      
addition to our subsidiaries, numerous other wire and cable manufacturers have  
been named as defendants in these cases. Our subsidiaries have also been        
named, along with numerous other product manufacturers, as defendants in        
approximately 33,000 suits in which plaintiffs alleged that they suffered an    
asbestos-related injury while working in the maritime industry. These cases     
are referred to as MARDOC cases and are currently managed under the             
supervision of the U.S. District Court for the Eastern District of              
Pennsylvania. On May 1, 1996, the District Court ordered that all pending       
MARDOC cases be administratively dismissed without prejudice and the cases      
cannot be reinstated, except in certain circumstances involving specific proof  
of injury. We can not assure you that any judgments or settlements of the       
pending non-maritime and/or MARDOC asbestos cases or any cases which may be     
filed in the future will not have a material adverse effect on our financial    
results, cash flows or financial position. Moreover, certain of our insurers    
may be financially unstable and in the event one or more of these insurers      
enter into insurance liquidation proceedings, we will be required to pay a      
larger portion of the costs incurred in connection with these cases.            

Environmental liabilities could potentially adversely impact us and our         
affiliates.                                                                     

  We are subject to federal, state, local and foreign environmental protection
laws and regulations governing our operations and use, handling, disposal and   
remediation of hazardous substances currently or formerly used by us and our    
affiliates. A risk of environmental liability is inherent in our and our        
affiliates' current and former manufacturing activities in the event of a       
release or discharge of a hazardous substance generated by us or our            
affiliates. Under certain environmental laws, we could be held jointly and      
severally responsible for the remediation of any hazardous substance            
contamination at our facilities and at third party waste disposal sites and     
could also be held liable for any consequences arising out of human exposure    
to such substances or other environmental damage. We and our affiliates have    
been named as potentially responsible parties in proceedings that involve       
environmental remediation. There can be no assurance that the costs of          
complying with environmental, health and safety laws and requirements in our    
current operations or the liabilities arising from past releases of, or         
exposure to, hazardous substances, will not result in future expenditures by    
us that could materially and adversely affect our financial results, cash       
flows or financial condition.                                                   

We may not be able to successfully identify, finance or integrate               
acquisitions.                                                                   

Growth through acquisition has been, and is expected to continue to be, a 
significant part of our strategy. We regularly evaluate possible acquisition    
candidates and currently have identified one potential candidate with which we  
are engaged in preliminary discussions. We believe that an acquisition of this  
potential candidate would enhance our global business. However, we have no      
agreement or understanding with respect to this potential candidate and we      
cannot assure you that any such acquisition will be successfully completed. We  
cannot assure you that we will be successful in identifying, financing and      
closing acquisitions at favorable prices and terms. Potential acquisitions may  
require us to issue additional shares of stock or obtain additional or new      
financing, and such financing may not be available on terms acceptable to us,   
or at all. The issuance of our common or preferred shares may dilute the value  
of shares held by our equityholders. Further, we cannot assure you that we      
will be successful in integrating any such acquisitions that are completed.     
Integration of any such acquisitions may require substantial management,        
financial and other resources and                                               

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may pose risks with respect to production, customer service and market share    
of existing operations. In addition, we may acquire businesses that are         
subject to technological or competitive risks, and we may not be able to        
realize the benefits expected from such acquisitions.                           

Terrorist attacks and other attacks or acts of war may adversely affect the     
markets in which we operate, our operations and our profitability.              

The attacks of September 11, 2001 and subsequent events, including the    
military action in Iraq, has caused and may continue to cause instability in    
our markets and have led and may continue to lead to, further armed             
hostilities or further acts of terrorism worldwide, which could cause further   
disruption in our markets. Acts of terrorism may impact any or all of our       
facilities and operations, or those of our customers or suppliers and may       
further limit or delay purchasing decisions of our customers. Depending on      
their magnitude, acts of terrorism or war could have a material adverse effect  
on our business, financial results, cash flows and financial position.          

We carry insurance coverage on our facilities of types and in amounts that
we believe are in line with coverage customarily obtained by owners of similar  
properties. We continue to monitor the state of the insurance market in         
general and the scope and cost of coverage for acts of terrorism in             
particular, but we cannot anticipate what coverage will be available on         
commercially reasonable terms in future policy years. Currently, we do not      
carry terrorism insurance coverage. If we experience a loss that is uninsured   
or that exceeds policy limits, we could lose the capital invested in the        
damaged facilities, as well as the anticipated future net sales from those      
facilities. Depending on the specific circumstances of each affected facility,  
it is possible that we could be liable for indebtedness or other obligations    
related to the facility. Any such loss could materially and adversely affect    
our business, financial results, cash flows and financial position.             

If we fail to retain our key employees, our business may be harmed.             

  Our success has been largely dependent on the skills, experience and efforts
of our key employees, and the loss of the services of any of our executive      
officers or other key employees could have an adverse effect on us. The loss    
of our key employees who have intimate knowledge of our manufacturing process   
could lead to increased competition to the extent that those employees are      
able to recreate our manufacturing process. Our future success will also        
depend in part upon our continuing ability to attract and retain highly         
qualified personnel, who are in great demand.                                   

Declining returns in the investment portfolio of our defined benefit plans      
will increase our pension expense and require us to increase cash               
contributions to the plans.                                                     

Pension expense for the defined benefit pension plans sponsored by us is  
determined based upon a number of actuarial assumptions, including an expected  
long-term rate of return on assets and discount rate. During the fourth         
quarter of 2002, as a result of declining returns in the investment portfolio   
of our defined benefit pension plans, we were required to record a minimum      
pension liability equal to the underfunded status of our plans. As of           
December 31, 2002, the defined benefit plans were underfunded by approximately  
$52 million based on the actuarial methods and assumptions utilized for         
purposes of FAS 87. We will experience an increase in our future pension        
expense and in our cash contributions to our defined benefit pension plan.      
Pension expense for our defined benefit plans is expected to increase from      
$2.0 million in 2002 to approximately $7.7 million in 2003 and our required     
cash contributions are expected to increase to $5.9 million in 2003 from        
$3.0 million in 2002. In 2004, cash contributions are expected to increase to   
$12.6 million. In the event that actual results differ from the actuarial       
assumptions, the funded status of our defined benefit plans may change and any  
such deficiency could result in additional charges to equity and an increase    
in future pension expense and cash contributions.                               

An ownership change could result in a limitation of the use of our net          
operating losses.                                                               

  As of December 31, 2002, we had net operating loss, or NOL, carryforwards of
approximately $177 million available to reduce taxable income in future years.  
Specifically, we generated NOL carryforwards of $55.2 million in 2000 and       
$68.4 million in 2002, which expire in 2020 and 2022, respectively. The 2001    
NOL, which was reflected as a carryforward in the 2001 financial statements,    
was instead carried back to obtain a $37.0 million tax refund in 2002. We also  
have other NOL carryforwards that                                               

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are subject to an annual limitation under section 382 of the Internal Revenue   
Code of 1986, as amended, or the "Code". These section 382 limited NOL          
carryforwards expire in varying amounts from 2006-2009. The total section 382   
limited NOL carryforwards that may be utilized prior to expiration is           
estimated at $53.9 million.                                                     

Our ability to utilize our NOL carryforwards may be further limited by    
section 382 if we undergo an ownership change as a result of this offering and  
our concurrent public offering of preferred stock and/or as a result of         
subsequent changes in the ownership of our outstanding stock. We would undergo  
an ownership change if, among other things, the stockholders, or groups of      
stockholders, who own or have owned, directly or indirectly, 5% or more of the  
value of our stock or are otherwise treated as 5% stockholders under section    
382 and the regulations promulgated thereunder increase their aggregate         
percentage ownership of our stock by more than 50% over the lowest percentage   
of our stock owned by these stockholders at any time during the testing         
period, which is generally the three-year period preceding the potential        
ownership change. In the event of an ownership change, section 382 imposes an   
annual limitation on the amount of post-ownership change taxable income a       
corporation may offset with pre-ownership change NOL carryforwards and certain  
recognized built-in losses. The limitation imposed by section 382 for any       
post-change year would be determined by multiplying the value of our stock      
immediately before the ownership change (subject to certain adjustments) by     
the applicable long-term tax-exempt rate, which is 4.74% for November 2003.     
Any unused annual limitation may be carried over to later years, and the        
limitation may under certain circumstances be increased by built-in gains       
which may be present in assets held by us at the time of the ownership change   
that are recognized in the five-year period after the ownership change.         

  Based upon our review of the aggregate change in percentage ownership during
the current testing period and subject to any unanticipated increases in        
ownership by our "five percent shareholders" (as described above) with respect  
our common stock, this offering, or our concurrent preferred stock offering,    
we do not believe that we will experience a change in ownership as a result of  
this offering and our concurrent preferred stock offering. However, such a      
determination is complex and there can be no assurance that the Internal        
Revenue Service could not successfully challenge our conclusion. In addition,   
there are circumstances beyond our control, such as the purchase of our stock   
in this offering or our concurrent preferred stock offering by investors who    
are existing 5% shareholders or become 5% shareholders as a result of such      
purchase, which could result in an ownership change with respect to our stock.  
Even if this offering and our concurrent preferred stock offering do not cause  
an ownership change to occur immediately, we expect to use a large portion of   
our available 50% ownership shift limitation in connection with this offering   
and our concurrent preferred stock offering, and we may not be able to engage   
in significant transactions that would create a further shift in ownership      
within the meaning of section 382 within the subsequent three-year period       
without triggering an ownership change. Thus, while it is our general           
intention to maximize utilization of our NOL carryforwards by avoiding the      
triggering of an ownership change, there can be no assurance that our future    
actions or future actions by our stockholders will not result in the            
occurrence of an ownership change.                                              

Risks Related to Our Common Stock                                             

Our ability to pay dividends on our common stock may be limited.                

  Under the Delaware General Corporation Law, we may pay dividends, in cash or
otherwise, only if we have surplus in an amount at least equal to the amount    
of the relevant dividend payment. Any payment of cash dividends will depend     
upon our financial condition, capital requirements, earnings and other factors  
deemed relevant by our board of directors. Further, our new senior secured      
revolving credit facility and the indenture governing the senior notes will     
restrict our ability to pay cash dividends. In addition, the certificate of     
designations for the Series A redeemable convertible preferred stock will       
prohibit us from the payment of any cash dividends on our common stock if we    
are not current on dividend payments with respect to the preferred stock.       
Agreements governing future indebtedness will likely contain restrictions on    
our ability to pay cash dividends. We do not intend to pay dividends on our     
common stock for the foreseeable future.                                        

Our stock price has been and continues to be volatile.                          

The market price for our common stock could fluctuate due to various      
factors. These factors include:                                                 

o announcements relating to significant corporate transactions;           

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o fluctuations in our quarterly and annual financial results;             

o operating and stock price performance of companies that investors deem  
comparable to us;                                                     

o changes in government regulation or proposals relating thereto;         

o general industry and economic conditions; and                           

o sales or the expectation of sales of a substantial number of shares of  
our common stock in the public market.                                

In addition, the stock markets have, in recent years, experienced         
significant price fluctuations. These fluctuations often have been unrelated    
to the operating performance of the specific companies whose stock is traded.   
Market fluctuations, as well as economic conditions, have adversely affected,   
and may continue to adversely affect, the market price of our common stock.     
Fluctuations in the price of our common stock will affect the value of any      
outstanding preferred stock.                                                    

Shares eligible for future sale may harm our common stock price.                

  Sales of substantial numbers of additional shares of our common stock or any
shares of our preferred stock, including sales of shares in connection with     
future acquisitions, or the perception that such sales could occur, may have a  
harmful effect on prevailing market prices for our common stock and our         
ability to raise additional capital in the financial markets at a time and      
price favorable to us. Our amended and restated certificate of incorporation    
provides that we have authority to issue 75 million shares of common stock. As  
of October 20, 2003, approximately 33.1 million shares of common stock were     
outstanding and approximately 3.5 million shares of common stock were issuable  
upon exercise of currently outstanding stock options. We, our directors and     
officers have entered into the lock-up agreements described under the caption   
"Underwriting."                                                                 

Our issuance of additional series of preferred stock could adversely affect     
holders of our common stock.                                                    

  Our board of directors is authorized to issue additional series of preferred
stock without any action on the part of our shareholders. Our board of          
directors also has the power, without shareholder approval, to set the terms    
of any such series of preferred stock that may be issued, including voting      
rights, conversion rights, dividend rights, preferences over our common stock   
with respect to dividends or if we liquidate, dissolve or wind up our business  
and other terms. If we issue preferred stock in the future that has preference  
over our common stock with respect to the payment of dividends or upon our      
liquidation, dissolution or winding-up, or if we issue preferred stock with     
voting rights that dilute the voting power of our common stock, the rights of   
holders of our common stock or the market price of our common stock could be    
adversely affected.                                                             

Provisions in our charter documents could make it more difficult to acquire     
our company.                                                                    

Our amended and restated certificate of incorporation and amended and     
restated by-laws contain provisions that may discourage, delay or prevent a     
third party from acquiring us, even if doing so would be beneficial to our      
shareholders. Under our amended and restated certificate of incorporation,      
only our board of directors may call special meetings of shareholders, and      
shareholders must comply with advance notice requirements for nominating        
candidates for election to our board of directors or for proposing matters      
that can be acted upon by shareholders at shareholder meetings. Directors may   
be removed by shareholders only for cause and only by the effective vote of at  
least 66 2/3% of the voting power of all shares of capital stock then entitled  
to vote generally in the election of directors, voting together as a single     
class. Additionally, agreements with certain of our executive officers may      
have the effect of making a change of control more expensive and, therefore,    
less attractive.                                                                

  Pursuant to our amended and restated certificate of incorporation, our board
of directors may by resolution establish one or more series of preferred        
stock, having such number of shares, designation, relative voting rights,       
dividend rates, conversion rights, liquidation or other rights, preferences     
and limitations as may be fixed by our board of directors without any further   
shareholder approval. Such rights, preferences, privileges and limitations as   
may be established could have the further effect of impeding or discouraging    
the acquisition of control of our company.                                      

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FORWARD-LOOKING STATEMENTS

  Certain of the matters we discuss in this prospectus may constitute forward-
looking statements. You can identify forward-looking statements because they    
contain words such as "believes," "expects," "may," "will," "should," "seeks,"  
"approximately," "intends," "plans," "estimates," or "anticipates" or similar   
expressions which concern our strategy, plans or intentions. All statements we  
make relating to estimated and projected earnings, margins, costs,              
expenditures, cash flows, growth rates and financial results are forward-       
looking statements. In addition, we, through our senior management, from time   
to time make forward-looking public statements concerning our expected future   
operations and performance and other developments. These statements are         
necessarily estimates reflecting our judgment based upon current information    
and involve a number of risks and uncertainties. We cannot assure you that      
other factors will not affect the accuracy of these forward-looking statements  
or that our actual results will not differ materially from the results we       
anticipated in the forward-looking statements. While it is impossible for us    
to identify all the factors which could cause our actual results to differ      
materially from those we estimated, we described some of these factors in the   
section entitled "Risk Factors." We do not undertake to update any forward-     
looking statement, whether written or oral, that may be made from time to time  
by or on behalf of us.                                                          

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USE OF PROCEEDS 

 We estimate that the net proceeds from the sale of the common stock offered
hereby will be approximately $46.7 million, $53.8 million if the underwriters   
exercise their over-allotment option, in each case after deducting the          
underwriting discounts and commissions and estimated expenses payable by us.    

This offering is part of our comprehensive plan to improve our capital    
structure and provide us with increased financial and operating flexibility to  
execute our business plan by reducing leverage and extending debt maturities.   
We anticipate that this plan will consist of the following refinancing          
transactions, which will be consummated concurrently: (i) a new $240 million    
senior secured revolving credit facility, (ii) a private offering of            
$275 million principal amount of senior notes, (iii) a private offering of      
$75 million of Series A redeemable convertible preferred stock and (iv) a       
public offering of approximately $50 million of common stock. We intend to      
apply the net proceeds from these refinancing transactions to repay all         
borrowings outstanding under our existing senior secured revolving credit       
facility, existing senior secured term loans and outstanding amounts under our  
existing accounts receivable asset-backed securitization facility and to pay    
related fees and expenses. The exact amounts raised in each of the refinancing  
transactions will depend on market conditions and will be determined at the     
time of the pricing of the transaction. The table below sets forth the sources  
and uses of funds from the refinancing transactions as if such transactions     
had occurred on September 30, 2003.                                             

                                                                [Download Table]


Sources:                                                             Amount(1)  
--------                                                             ---------  
                                                                   (in millions)
                                                                                
Senior secured revolving credit facility .......................       $ 82.7(2)
  % Senior notes due 2010 ......................................        275.0   
  % Series A redeemable convertible preferred stock ............         75.0   
Common stock ...................................................         50.0   
                                                                       ------   
   Total .......................................................       $482.7   
                                                                       ======   


Uses:                                                                           
-----                                                                           
                                                                                
Repayment of existing senior secured revolving credit facility .       $ 64.9(3)
Repayment of existing senior secured term loan A ...............         56.4   
Repayment of existing senior secured term loan B ...............        270.0   
Repayment of accounts receivable asset-backed securitization                    
  facility......................................................         72.8(4)
Fees and expenses ..............................................         18.6   
                                                                       ------   
   Total .......................................................       $482.7   
                                                                       ======   

---------------                                                                 
(1) In this prospectus, references to the amount of this offering and the       
concurrent private offering of Series A redeemable convertible preferred
 stock do not include any securities issuable upon exercise of the options
to purchase additional securities granted to the underwriters or the    
initial purchasers, as the case may be, in connection therewith.        
(2) Our new senior secured revolving credit facility will provide for aggregate 
borrowings of up to $240.0 million (of which up to $50.0 million may be 
used for letters of credit), subject to borrowing base limitations.     
(3) In addition, as of September 30, 2003, we had $36.6 million of outstanding  
letters of credit. Borrowings outstanding as of October 24, 2003 were   
$21.9 million higher as a result of working capital changes since       
September 30, 2003.                                                     
(4) Borrowings outstanding as of October 24, 2003 were $7.2 million higher as a 
result of working capital changes since September 30, 2003.             

  Our existing senior secured revolving credit facility bore interest at 5.63%
and our existing senior secured term loan A bore interest at the rate of 6.14%  
and both mature on May 27, 2005. Our existing senior secured term loan B bore   
interest at the rate of 6.13% and matures on May 27, 2007.  Our accounts        
receivable asset-backed securitization facility bore interest at the rate of    
1.69% and matures on April 28, 2006. The interest rates referred to above are   
as of September 30, 2003. We were required under the terms of our existing      
credit agreement to fix the interest rate on a portion of our floating rate     
debt. As a result, the underlying LIBOR rate on $200.0 million of our debt was  
fixed at approximately 4.67% under a swap transaction.                          

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CAPITALIZATION

 The following table sets forth our capitalization as of September 30, 2003:

o on an actual basis; and                                                 

o as adjusted to reflect the refinancing transactions described under the 
caption "Prospectus Supplement Summary -- The Refinancing," and the   
application of the estimated net proceeds therefrom, as if these      
transactions had occurred as of September 30, 2003.                   

This table should be read in conjunction with our consolidated financial  
statements and related notes appearing elsewhere in this prospectus.            

                                                                [Download Table]

                                                                    As of       
                                                              September 30, 2003
                                                              ------------------
                                                                          As    
                                                              Actual   Adjusted 
                                                              ------   -------  
                                                                (in millions)   
                                                                                
Cash and cash equivalents .................................   $ 24.2    $ 24.2  
                                                              ======    ======  
Debt(1):                                                                        
 Existing senior secured revolving credit facility(2) .....   $ 64.9        --  
 Existing senior secured term loan A ......................     56.4        --  
 Existing senior secured term loan B ......................    270.0        --  
 New senior secured revolving credit facility(3) ..........       --      82.7  
 New senior notes due 2010 ................................       --     275.0  
 Other debt ...............................................     12.7      12.7  
                                                              ------    ------  
   Total debt..............................................    404.0     370.4  
                                                              ======    ======  
Shareholders' equity:                                                           
 Preferred stock, $0.01 par value; 25,000,000 shares                            
   authorized:                                                                  
 Series A redeemable convertible preferred stock;                               
   1,725,000 authorized; issued and outstanding shares: no                      
   shares actual; 1,500,000 as adjusted (4)................        --      75.0 
 Common stock, $0.01 par value; 75,000,000 shares                               
   authorized; issued and outstanding shares: 33,083,028                        
   actual; 38,133,028 as adjusted (net of 4,745,425                             
   treasury shares actual and as adjusted)(5)..............       0.4       0.5 
 Additional paid-in capital ...............................     100.2     143.9 
 Treasury stock ...........................................     (50.4)    (50.4)
 Retained earnings ........................................      65.1      55.9 
 Accumulated other comprehensive loss .....................     (28.4)    (26.1)
 Other shareholders' equity ...............................      (3.3)     (3.3)
                                                               ------    ------ 
   Total shareholders' equity..............................      83.6     195.5 
                                                               ------    ------ 
    Total capitalization ..................................    $487.6    $565.9 
                                                               ======    ====== 

---------------                                                                 
(1) Debt does not include $72.8 million of borrowings under our off-balance     
  sheet accounts receivable asset-backed securitization facility, which will
be terminated in connection with the refinancing transactions.          
(2) Borrowings outstanding as of October 24, 2003 were $21.9 million higher as  
a result of working capital changes since September 30, 2003.           
(3) Excludes $36.6 million of letters of credit expected to be outstanding      
under the new senior secured revolving credit facility. The new senior  
  secured revolving credit facility will provide for aggregate borrowings of
   up to $240 million, subject to borrowing base limitations. See "Description
 of New Credit Facility, New Notes and New Preferred Stock--Description of
New Senior Secured Revolving Credit Facility."                          
(4) Excludes any shares of preferred stock that may be issued upon exercise of  
the initial purchasers' option to purchase additional securities in the 
concurrent preferred stock offering.                                    
(5) Excludes (i) an aggregate of 3,535,580 shares of common stock issuable upon 
exercise of outstanding stock options, (ii) 140,530 matching restricted 
stock units, (iii) any shares of common stock that may be issuable upon 
exercise of the underwriters' over-allotment option and (iv)   shares of
common stock issuable upon conversion of Series A redeemable convertible
preferred stock.                                                        

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COMMON STOCK PRICE RANGE

Our common stock is listed on the New York Stock Exchange under the symbol
"BGC". The following table sets forth the high and low sales prices for our     
common stock as reported on the New York Stock Exchange for the periods         
indicated.                                                                      

                                                                [Download Table]

                                                                   Price range  
                                                                 ---------------
                                                                  High      Low 
                                                                 ------   ------
                                                                                
Year ended December 31, 2001                                                    
 1st Quarter ................................................    $12.10   $ 4.50
 2nd Quarter ................................................     18.98     8.75
 3rd Quarter ................................................     19.24     9.20
 4th Quarter ................................................     13.43     9.40
Year ended December 31, 2002                                                    
 1st Quarter ................................................    $14.60   $11.55
 2nd Quarter ................................................     14.85     5.74
 3rd Quarter ................................................      6.41     2.10
 4th Quarter ................................................      4.95     2.35
Year ending December 31, 2003                                                   
 1st Quarter ................................................    $ 4.25   $ 3.11
 2nd Quarter ................................................      6.36     3.65
 3rd Quarter ................................................     10.06     5.30
 4th Quarter (through November 3, 2003) .....................     10.07     8.04

  On November 3, 2003, the last reported sale price of our common stock on the
New York Stock Exchange was $9.97 per share. At October 20, 2003, there were    
approximately 33,120,132 shares of common stock outstanding held by 2,266       
holders of record.                                                              

DIVIDEND POLICY 

We paid a $0.05 per share dividend on our common stock each quarter       
beginning in the fourth quarter of 1997 and through the third quarter of 2002.  
In October 2002, as a result of an amendment to our existing credit facility,   
our board of directors suspended the payment of the quarterly cash dividends    
on our common stock. The future payment of dividends on our common stock is     
subject to the discretion of our board of directors, restrictions under the     
Series A redeemable convertible preferred stock, restrictions under our new     
senior secured revolving credit facility and the senior notes and the           
requirements of Delaware General Corporation Law and will depend upon general   
business conditions, our financial performance and other factors our board of   
directors may consider relevant. We do not expect to pay cash dividends on our  
common stock in the foreseeable future.                                         

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SELECTED HISTORICAL FINANCIAL INFORMATION 

  The selected financial data for the years ended and as of December 31, 1998,
1999, 2000, 2001 and 2002 were derived from our audited consolidated financial  
statements. The selected financial data set forth in the following table for    
the nine months ended September 30, 2002 and 2003 and as of September 30, 2003  
were derived from unaudited consolidated financial statements which, in the     
opinion of our management, include all adjustments necessary for a fair         
presentation of the results for the unaudited interim periods. The following    
selected financial data should be read in conjunction with "Management's        
Discussion and Analysis of Financial Condition and Results of Operations" and   
our consolidated financial statements and related notes thereto. Certain        
reclassifications have been made to conform to the current year's               
presentation.                                                                   

During 1999, we acquired the worldwide energy cable and cable systems     
businesses of Balfour Beatty plc, formerly known as BICC plc, with operations   
in the United States, Canada, Europe, Africa, the Middle East and Asia          
Pacific. This acquisition was completed in three phases during 1999. The        
financial data presented below include the results of operations of the         
acquired businesses after the respective closing dates in 1999.                 

  In August 2000, we sold certain businesses acquired from BICC plc consisting
primarily of the operations in the United Kingdom, Italy and Africa and a       
joint venture interest in Malaysia to Pirelli Cavi e Sistemi S.p.A. The         
financial data presented below contain those operations sold to Pirelli during  
2000 up through the date of sale.                                               

In September 2000, we acquired Telmag S.A. de C.V., a Mexico-based        
manufacturer of telecommunications cables. The financial data presented below   
include the results of operations of this business after the closing date.      

In March 2001, we sold our Pyrotenax business unit to Raychem HTS Canada, 
Inc. The results of operations of this business are included in the financial   
data presented below for the periods prior to the closing date.                 

In September 2001, we announced our decision to exit the consumer cordsets
business. In October 2001, we sold substantially all of the manufacturing       
assets and inventory of our building wire business to Southwire Company. The    
results of operations of these businesses are included in the financial data    
presented below for the periods prior to the closing date. Beginning in the     
third quarter of 2001, we have reported the building wire and cordsets segment  
as discontinued operations for financial reporting purposes. Administrative     
expenses formerly allocated to this segment are now reported in the continuing  
operations segments. Prior periods have been restated to reflect this change.   

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                                                        [Enlarge/Download Table]

                                                                                                               Nine Months Ended  
                                                                    Year Ended December 31,                      September 30,    
                                                      ----------------------------------------------------    ------------------- 
                                                       1998      1999      2000(1)     2001(1)      2002        2002       2003   
                                                      ------   --------    --------   --------    --------    --------   -------- 
                                                              (in millions, except ratio, per share and metal price data)         
                                                                                                                                  
Statement of Operations Data:                                                                                                     
Net sales:                                                                                                                        
 Energy.............................................  $   --   $  505.3    $  733.6   $  521.8    $  516.0    $  389.0   $  413.5 
 Industrial & specialty.............................   200.0      579.8       796.7      537.6       499.4       383.1      395.1 
 Communications.....................................   460.1      520.2       631.8      592.0       438.5       330.4      324.5 
                                                      ------   --------    --------   --------    --------    --------   -------- 
Total net sales.....................................   660.1    1,605.3     2,162.1    1,651.4     1,453.9     1,102.5    1,133.1 
Cost of sales.......................................   519.9    1,312.8     1,870.4    1,410.7     1,287.3       972.1      998.7 
Asset impairment charge.............................      --       24.5          --         --          --          --         -- 
                                                      ------   --------    --------   --------    --------    --------   -------- 
Gross profit........................................   140.2      268.0       291.7      240.7       166.6       130.4      134.4 
Selling, general and administrative expenses........    62.2      174.7       257.6      136.4       150.9       116.2       93.6 
                                                      ------   --------    --------   --------    --------    --------   -------- 
Operating income....................................    78.0       93.3        34.1      104.3        15.7        14.2       40.8 
Other income........................................      --         --          --        8.1          --          --         -- 
Interest expense, net...............................    (9.6)     (38.0)      (59.8)     (43.9)      (42.6)      (31.1)     (32.8)
Other financial costs...............................      --         --        (3.3)     (10.4)       (1.1)         --         -- 
                                                      ------   --------    --------   --------    --------    --------   -------- 
Income (loss) before taxes..........................    68.4       55.3       (29.0)      58.1       (28.0)      (16.9)       8.0 
Income tax benefit (provision)......................   (25.7)     (19.6)       10.3      (20.6)        9.9         6.0       (2.8)
                                                      ------   --------    --------   --------    --------    --------   -------- 
Income (loss) from continuing operations............    42.7       35.7       (18.7)      37.5       (18.1)      (10.9)       5.2 
Income (loss) from discontinued operations..........    28.5       (1.5)       (7.7)      (6.8)         --          --         -- 
Loss on disposal of discontinued operations.........      --         --          --      (32.7)       (5.9)       (3.9)        -- 
                                                      ------   --------    --------   --------    --------    --------   -------- 
Net income (loss)...................................  $ 71.2   $   34.2    $  (26.4)  $   (2.0)   $  (24.0)   $  (14.8)  $    5.2 
                                                      ======   ========    ========   ========    ========    ========   ======== 
Per Share Data:                                                                                                                   
Basic earnings (loss) of continuing operations per                                                                                
  common share......................................  $ 1.16   $   0.99    $  (0.56)  $   1.14    $  (0.55)   $  (0.33)  $   0.16 
Diluted earnings (loss) of continuing operations per                                                                              
  common stock......................................  $ 1.14   $   0.99    $  (0.56)  $   1.13    $  (0.55)   $  (0.33)  $   0.16 
Basic earnings (loss) of discontinued operations per                                                                              
  common share......................................  $ 0.77   $  (0.04)   $  (0.23)  $  (1.20)   $  (0.18)   $  (0.12)        -- 
Diluted earnings (loss) of discontinued operations                                                                                
  per common share..................................  $ 0.76   $  (0.04)   $  (0.23)  $  (1.19)   $  (0.18)   $  (0.12)        -- 
Basic earnings (loss) of total company per common                                                                                 
  share.............................................  $ 1.93   $   0.95    $  (0.79)  $  (0.06)   $  (0.73)   $  (0.45)  $   0.16 
Diluted earnings (loss) of total company per common                                                                               
  share.............................................  $ 1.90   $   0.95    $  (0.79)  $  (0.06)   $  (0.73)   $  (0.45)  $   0.16 
Basic weighted average shares outstanding...........    36.8       35.9        33.6       32.8        33.0        33.0       33.1 
Diluted weighted average shares outstanding.........    37.5       35.9        33.6       33.1        33.0        33.0       33.4 
Dividends per common share (annually)...............  $ 0.20   $   0.20    $   0.20   $   0.20    $   0.15    $   0.15         -- 
Other Data:                                                                                                                       
Depreciation and amortization.......................  $ 18.5   $   32.4    $   56.0   $   35.0    $   30.6    $   22.8   $   23.2 
Capital expenditures................................   (75.5)     (97.6)      (56.0)     (54.9)      (31.4)      (22.8)     (11.8)
Ratio of earnings to fixed charges(2)...............    6.5x       2.3x          --       2.1x          --          --       1.1x 
Average daily COMEX price per pound of copper                                                                                     
  cathode...........................................  $ 0.75   $   0.72    $   0.84   $   0.73    $   0.72    $   0.72   $   0.77 
Average daily selling price per pound of aluminum                                                                                 
  rod...............................................  $ 0.66   $   0.66    $   0.75   $   0.69    $   0.65    $   0.65   $   0.67 

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                                                        [Enlarge/Download Table]

                                                                         December 31,                                           
                                                         --------------------------------------------------------  September 30,
                                                          1998       1999       2000        2001          2002        2003      
                                                         ------    --------   --------    --------      ---------  -------------
                                                                                                                                
Balance Sheet Data:                                                                                                             
Cash and cash equivalents .............................. $  3.4    $   38.0   $   21.2    $   16.6       $ 29.1      $ 24.2     
Working capital(3) .....................................  233.8       468.2      375.3       169.9        150.8       133.4     
Property, plant and equipment, net .....................  210.8       438.7      379.4       320.9        323.3       326.8     
Total assets ...........................................  651.0     1,568.3    1,319.2     1,005.3        973.3       977.9     
Total debt(4) ..........................................  246.8       765.2      642.6       460.4        451.9       404.0     
Net debt(4)(5) .........................................  243.4       727.2      621.4       443.8        422.8       379.8     
Shareholders' equity ...................................  177.2       177.3      128.5       104.9         60.9        83.6     

---------------                                                                 
(1) As of January 1, 2001, we changed our accounting method for non-North       
American metal inventories from the FIFO method to the LIFO method. The 
 impact of the change was an increase in operating income of $4.1 million,
  or $0.08 of earnings per share, on both a basic and a diluted basis during
   2001. As of January 1, 2000, we changed our accounting method for our North
   American non-metal inventories from the FIFO method to the LIFO method. The
 impact of the change was an increase in operating income of $6.4 million,
or $0.12 of earnings per share on both a basic and diluted basis, during
2000.                                                                   
(2) For purposes of calculating the ratio of earnings to fixed charges,         
 earnings consist of income from continuing operations before income taxes
and fixed charges. Fixed charges include: (i) interest expense, whether 
   expensed or capitalized; (ii) amortization of debt issuance cost; (iii) the
 portion of rental expense representative of the interest factor; and (iv)
 the amount of pretax earnings required to cover preferred stock dividends
and any accretion in the carrying value of the preferred stock. For the 
years ended December 31, 2000 and 2002 and the nine months ended        
September 30, 2002, earnings were insufficient to cover fixed charge by 
$28.9 million, $27.6 million and $10.3 million, respectively. Our       
   historical ratio of earnings to fixed charges and preferred stock dividends
   is the same as our historical ratio of earnings to fixed charges because we
did not pay or accrue any preferred stock dividends during the periods  
presented. Our earnings for the year ended December 31, 2002 would have 
been insufficient to cover pro forma fixed charges and preferred stock  
dividends by $24.6 million. Our pro forma ratio of earnings to fixed    
charges and preferred stock dividends for the nine months ended         
September 30, 2003 would have been 1.3x.                                
(3) Working capital means current assets less current liabilities.              
(4) Excludes off-balance sheet borrowings of $67.8 million at December 31,      
   2001, $48.5 million at December 31, 2002 and $72.8 million at September 30,
 2003. There were no off-balance sheet borrowings as of December 31, 1998,
1999 and 2000.                                                          
(5) Net debt means our total debt less cash and cash equivalents.               

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

General                                                                         

We are a leader in the development, design, manufacture, marketing and    
distribution of copper, aluminum and fiber optic wire and cable products for    
the energy, industrial & specialty and communications markets. Energy cables    
include low-, medium- and high-voltage power distribution and power             
transmission products. Industrial & specialty wire and cable products conduct   
electrical current for industrial and commercial power and control              
applications. Communications wire and cable products transmit low-voltage       
signals for voice, data, video and control applications.                        

We operate our businesses in three main geographic regions: 1) North      
America, 2) Europe and 3) Oceania. The following table sets forth net sales     
and operating income by geographic region for the periods presented,            
in millions of dollars:                                                         

                                                        [Enlarge/Download Table]

                                                        Year Ended December 31,                  Nine Months Ended September 30,  
                                          ---------------------------------------------------    -------------------------------- 
                                               2000              2001               2002              2002              2003      
                                          --------------    ---------------    --------------    --------------    -------------- 
                                          Amount      %      Amount      %     Amount      %     Amount      %      Amount     %  
                                         --------    ---   ---------    ---   --------    ---   --------    ---    --------   --- 
                                                                                                                                  
Net Sales:                                                                                                                        
 North America ......................... $1,399.8     79%   $1,267.7     77%  $1,077.2     74%  $  825.9     75%   $  793.3    70%
 Europe ................................    323.9     18       322.2     19      314.7     22      232.0     21       277.9    25 
 Oceania ...............................     55.0      3        61.5      4       62.0      4       44.6      4        61.9     5 
                                         --------    ---   ---------    ---   --------    ---   --------    ---    --------   --- 
   Subtotal.............................  1,778.7    100%    1,651.4    100%   1,453.9    100%   1,102.5    100%    1,133.1   100%
                                                     ===                ===               ===               ===               === 
 Divested businesses ...................    383.4                 --                --                --                 --       
                                         --------          ---------          --------          --------           --------       
   Total net sales...................... $2,162.1          $ 1,65l.4          $1,453.9          $1,102.5           $1,133.1       
                                         ========           ========          ========          ========           ========       
Operating Income:                                                                                                                 
 North America ......................... $  100.5     78%   $   71.7     66%  $   15.0     31%  $   18.1     42%   $    8.1    19%
 Europe ................................     24.1     18        29.6     27       27.7     56       20.4     48        27.6    65 
 Oceania ...............................      5.8      4         6.8      6        6.4     13        4.4     10         6.8    16 
                                         --------    ---   ---------    ---   --------    ---   --------    ---    --------   --- 
   Subtotal.............................    130.4    100%      108.1    100%      49.1    100%      42.9    100%       42.5   100%
                                                     ===                ===               ===               ===               === 
 Divested businesses ...................    (96.3)                --                --                --                 --       
 Corporate charges .....................       --               (3.8)            (33.4)            (28.7)              (1.7)      
                                         --------          ---------          --------          --------           --------       
   Total operating income............... $   34.1           $  104.3          $   15.7          $   14.2           $   40.8       
                                         ========           ========          ========          ========           ========       

Cash flow from operations in North America accounted for 80%, 76%, 83% and
94% of our total cash flow from operations for the years ended December 31,     
2001 and 2002 and nine months ended September 30, 2002 and 2003. Aggregate      
cash flow from operations in Europe and Oceania accounted for 20%, 24%, 17%     
and 6% of our total cash flow from operations for the years ended December 31,  
2001 and 2002 and nine months ended September 30, 2002 and 2003. For the year   
ended December 31, 2000, we generated $60.1 million in cash flow from           
operations in North America and used $44.0 million in cash flow from            
operations outside North America.                                               

  Approximately 90% of net sales in Europe and Oceania are derived from energy
and industrial & specialty cable sales. As a result, these businesses have not  
been significantly impacted by the global telecommunications spending downturn  
and the European business specifically is currently benefiting from medium      
voltage energy cable capacity shortage in Europe and a shift towards            
environmentally friendly cables.                                                

  Our reported net sales are directly influenced by the price of copper and to
a lesser extent aluminum. The price of copper and aluminum has historically     
been subject to considerable volatility, with the daily selling price of        
copper cathode on the COMEX averaging $0.77 per pound in the first nine months  
of 2003, $0.72 per pound in 2002, $0.73 per pound in 2001 and $0.84 per pound   
in 2000 and the daily selling price of aluminum rod averaging $0.67 per pound   
in the first nine months of 2003, $0.65 per pound in 2002, $0.69 per pound in   
2001 and $0.75 per pound in 2000. We generally pass changes in copper and       
aluminum prices along to our customers, although there are timing delays of     
varying lengths depending upon the type of                                      

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product, competitive conditions and particular customer arrangements. As a      
result of this and a number of other practices intended to match copper and     
aluminum purchases with sales, our profitability has generally not been         
significantly affected by changes in copper and aluminum prices. We do not      
engage in speculative metals trading or other speculative activities. Also, we  
do not engage in activities to hedge the underlying value of our copper and     
aluminum inventory.                                                             

We generally experience certain seasonal trends in sales and cash flow.   
Larger amounts of cash are generally required during the first and second       
quarters of the year to build inventories in anticipation of higher demand      
during the spring and summer months, when construction activity increases. In   
general, receivables related to higher sales activity during the spring and     
summer months are collected during the fourth quarter of the year.              

Current Business Environment and Outlook                                        

We are operating in a difficult business environment. The wire and cable  
industry is competitive, mature and cost driven. In many business segments,     
there is little differentiation among industry participants from a              
manufacturing or technology standpoint. In addition to these general industry   
conditions, in the industrial & specialty segment, industrial construction      
spending in North America, which influences industrial cable demand, is         
significantly less than the past ten-year peak level. However, this segment is  
also experiencing stable demand for cables utilized in industrial repairs and   
maintenance and the automotive aftermarket. The communications segment has      
experienced a significant decline from historical spending levels for outside   
plant telecommunications products and a weak market for switching/local area    
networking cables. We believe sales for communications wire and cable products  
will increase over time because current levels of spending by our               
communication wire and cable customers are insufficient to maintain their       
network infrastructures. In addition, the 2003 power outages in the U.S.,       
Canada and Europe emphasized a need to upgrade the power transmission           
infrastructure used by electric utilities, which may, over time, cause an       
increase in demand for our products. See "Business - Industry and Market        
Overview" for additional information relating to our markets.                   

We believe our investment in Lean Six Sigma training, coupled with        
effectively utilized manufacturing assets, provides a cost advantage compared   
to many of our competitors and generates costs savings which help offset        
rising raw material prices and other general economic cost increases. In        
addition, our customer and supplier integration capabilities, one-stop          
selling, and geographic and product balance are sources of competitive          
advantage. As a result, we believe we are well positioned, relative to our      
competitors, in the current difficult business environment.                     

As part of our ongoing efforts to reduce our total operating costs, we    
continuously evaluate our ability to more efficiently utilize our existing      
manufacturing capacity. Such evaluation includes the costs associated with and  
benefits to be derived from the combination of existing manufacturing assets    
into fewer plant locations and the possible outsourcing of certain              
manufacturing processes. During the first quarter of 2001, we closed one of     
our communication cable plants and incurred a pre-tax charge of approximately   
$4.8 million in that quarter. In the second quarter of 2002, we incurred a      
pre-tax charge of $19.7 million in conjunction with the closure of two          
additional communication cables plants.                                         

We are in the process of closing one of our North American manufacturing  
facilities, which we expect will result in approximately $7 million of costs    
in the quarter ending December 31, 2003, of which approximately $4 million      
will be cash costs. In addition, we are currently evaluating closures of two    
additional North American facilities. We plan to announce the results of our    
evaluation either late this quarter or early next year and would take           
additional charges over the period the operations are wound down should we      
decide to rationalize these two facilities. The cost to rationalize these       
facilities could approximate $20 million, with cash costs of approximately      
one-third of this amount.                                                       

We anticipate lower sales in the fourth quarter of 2003 compared to the   
third quarter of 2003, which in part reflects our historic seasonality and the  
unfavorable impact on earnings of expected lower production volumes as we       
continue to reduce our inventories. Net income is expected to be approximately  
breakeven for the fourth quarter of 2003 before giving effect to charges        
relating to plant rationalizations and the financial impact of the refinancing  
transactions. Our results in the fourth quarter could also be impacted by       
variations in customer order patterns as a result of year-end budgetary         
considerations.                                                                 

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Our expectations related to future financial results are forward looking  
statements within the meaning of Section 27A of the Securities Act and Section  
21E of the Exchange Act and must be viewed in light of the discussion under     
the heading "Forward-looking Statements." We caution you not to place undue     
reliance on these expectations, which are speculative in nature. Our actual     
results may differ materially from these expectations due to various risks      
including, without limitation, decreases in our customers' capital spending     
from their current levels in the U.S. and other markets in which we operate;    
reductions or delays in customer orders for our products; increases in the      
price of, or decreases in the availability of, our supply of raw materials we   
use in our manufacturing processes; changes in our expectations relating to     
inventory reductions and other risks identified under "Forward-looking          
Statements" and "Risk Factors."                                                 

Acquisitions and Divestitures                                                   

We actively seek to identify key trends in the industry to migrate our    
business to capitalize on expanding markets and new niche markets or exit       
declining or non-strategic markets in order to achieve better returns. We also  
set aggressive performance targets for our business and intend to refocus or    
divest those activities which fail to meet our targets or do not fit our long-  
term strategies.                                                                

During 1999, we acquired the worldwide energy cable and cable systems     
businesses of Balfour Beatty plc, formerly known as BICC plc, with operations   
in the United States, Canada, Europe, Africa, the Middle East and Asia          
Pacific. This acquisition was completed in three phases during 1999 for a       
total payment of $385.8 million. The acquisition was accounted for as a         
purchase, and accordingly, the results of operations of the acquired            
businesses are included in the consolidated financial statements for periods    
after the respective closing dates.                                             

In December 1999, we decided to sell certain business units due to their  
deteriorating operating performance. On February 9, 2000, we signed a           
definitive agreement with Pirelli Cavi e Sistemi S.p.A., of Milan, Italy, for   
the sale of the stock of these businesses for proceeds of $216 million,         
subject to closing adjustments. The closing adjustments included changes in     
net assets of the businesses sold since November 30, 1999, resulting from       
operating losses and other adjustments as defined in the sale agreement. The    
businesses sold were acquired from BICC plc during 1999 and consisted           
primarily of the operations in the United Kingdom, Italy and Africa and a       
joint venture interest in Malaysia. Gross proceeds of $180 million were         
received during the third quarter of 2000 as a down payment against the final   
post-closing adjusted purchase price. During the third quarter of 2001, the     
final post-closing adjusted purchase price was agreed as $164 million           
resulting in the payment of $16 million to Pirelli. We provided for a larger    
settlement amount in the third quarter of 2000, and therefore, $7 million of    
income was recognized in the third quarter of 2001. Proceeds from the           
transaction have been used to reduce our outstanding debt.                      

In September 2000, we acquired Telmag S.A. de C.V., a Mexico-based        
manufacturer of telecommunications cables for $23 million. The acquisition      
brought us additional outside plant telecommunications cable capacity as well   
as provided available capacity for a broad range of telecommunications cables.  

 In March 2001, we sold the shares of our Pyrotenax business unit to Raychem
HTS Canada, Inc., a business unit of Tyco International, Ltd., for $60 million, 
subject to closing adjustments. The business unit, with operations in Canada    
and the United Kingdom, principally produced mineral insulated high-            
temperature cables. During the second quarter of 2002, the final post-closing   
adjusted purchase price was agreed and resulted in a payment to Tyco            
International, Ltd. of approximately $2 million during the third quarter of     
2002. The proceeds from the transaction were used to reduce our debt.           

In September 2001, we announced our decision to exit the consumer cordsets
business. As a result of this decision, we closed our Montoursville,            
Pennsylvania plant. This facility manufactured cordset products including       
indoor and outdoor extension cords, temporary lighting and extension cord       
accessories.                                                                    

In October 2001, we sold substantially all of the manufacturing assets and
inventory of our building wire business to Southwire Company for $82 million    
of cash proceeds and the transfer to us of certain data communication cable     
manufacturing equipment. Under the building wire sale agreement, Southwire      
purchased the inventory and substantially all of the property, plant and        
equipment located at our Watkinsville, Georgia and Kingman, Arizona facilities  
and the wire and cable manufacturing equipment at our Plano, Texas facility.    
We retained and continue to operate the copper rod mill in Plano, however we    
have closed the Plano wire                                                      

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mill. The assets sold were used in manufacturing building wire products         
principally for the retail and electrical distribution markets. During the      
second quarter of 2002, the final purchase price for this transaction was       
agreed resulting in a de minimis cash payment to Southwire. Proceeds from the   
transaction have been used to reduce our outstanding debt.                      

Beginning in the third quarter of 2001, we have reported the building wire
and cordsets segment as discontinued operations for financial reporting         
purposes. Administrative expenses formerly allocated to this segment are now    
reported in the continuing operations segments. Prior periods have been         
restated to reflect this change.                                                

During the second quarter of 2002, we formed a joint venture company to   
manufacture and market fiber optic cables. We contributed assets, primarily     
inventory and machinery and equipment, to a subsidiary company which was then   
contributed to the joint venture in exchange for a $10.2 million note           
receivable which resulted in a $5.6 million deferred gain on the transaction.   
We will recognize the gain as the note is repaid. At December 31, 2002 and      
September 30, 2003, other non-current assets included an investment in the      
joint venture of $3.8 million. The December 31, 2002 and September 30, 2003     
balance sheets included a $10.2 million note receivable from the joint venture  
in other non-current assets and a deferred gain from the initial joint venture  
formation of $5.6 million in other liabilities.                                 

Growth through acquisition has been, and is expected to continue to be, a 
significant part of our strategy. We regularly evaluate possible acquisition    
candidates and currently have identified one potential candidate with which we  
are engaged in preliminary discussions. We believe that an acquisition of this  
potential candidate would enhance our global business. However, we have no      
agreement or understanding with respect to this potential candidate and we      
cannot assure you that any such acquisition will be successfully completed. We  
cannot assure you that we will be successful in identifying, financing and      
closing acquisitions at favorable prices and terms. See "Risk Factors--Other    
Risks Relating to Our Business--We may not be able to successfully identify,    
finance or integrate acquisitions."                                             

Significant Accounting Policies                                                 

Management's Discussion and Analysis of Financial Condition and Results of
Operations is based on our consolidated financial statements, which have been   
prepared in accordance with accounting principles generally accepted in the     
United States of America. A summary of significant accounting policies is       
provided in Note 2 to Notes to Audited Consolidated Financial Statements. The   
application of these policies requires management to make estimates and         
judgments that affect the amounts reflected in the financial statements.        
Management based its estimates and judgments on historical experience and on    
various other factors that are believed to be reasonable under the              
circumstances. Actual results may differ from these estimates under different   
assumptions or conditions. The critical judgments impacting the financial       
statements include determinations with respect to inventory valuation, pension  
accounting and valuation allowances for deferred income taxes.                  

  We utilize the LIFO method of inventory accounting for our metals inventory.
Our use of the LIFO method results in our income statement reflecting the       
current costs of metals, while metals inventories in the balance sheet are      
valued at historical costs as the LIFO layers were created. As a result of      
declining copper prices, the historic LIFO cost of our copper inventory         
exceeded its replacement cost by approximately $16 million at December 31,      
2002 and $5 million at September 30, 2003. If we were not able to recover the   
LIFO value of our inventory at a profit in some future period when replacement  
costs were lower than the LIFO value of the inventory, we would be required to  
take a charge to recognize in our income statement all or a portion of the      
higher LIFO value of the inventory. Additionally, if LIFO inventory quantities  
are reduced in a period when replacement costs are lower than the LIFO value    
of the inventory, we would experience a decline in reported earnings.           

In 2002, we recorded a $2.5 million charge ($1.4 million in the third     
quarter and $1.1 million in the fourth quarter of 2002) for the liquidation of  
LIFO inventory in North America as we significantly reduced our inventory       
levels. We have further reduced inventory quantities during the third quarter   
of 2003 and as a result have recorded a $0.8 million charge. We expect to       
further reduce inventory quantities in the fourth quarter of 2003 which is      
expected to result in an additional LIFO liquidation charge. The LIFO           
liquidation charge will adversely affect margins, however, the amount of the    
charge to be incurred in the fourth quarter                                     

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of 2003 will be dependent upon the quantity of the inventory reduction for the  
year and the market price of the metals during the period the inventory         
liquidation occurred.                                                           

Pension expense for the defined benefit pension plans sponsored by us is  
determined based upon a number of actuarial assumptions, including an expected  
long-term rate of return on assets of 9.0%. This assumption was based on input  
from our actuaries, including their review of historical 10 year, 20 year, and  
25 year rates of inflation and real rates of return on various broad equity     
and bond indices in conjunction with the diversification of the asset           
portfolio. The expected long-term rate of return on assets is based on an       
asset allocation assumption of 65% allocated to equity investments, with an     
expected real rate of return of 7%, and 35% with fixed-income investments,      
with an expected real rate of return of 3%, and an assumed long-term rate of    
inflation of 3.5%. Because of market fluctuations, the actual asset allocation  
as of December 31, 2002 and September 30, 2003 were 78% and 76%, respectively,  
of equity investments and 22% and 24%, respectively, of fixed-income            
investments. Management believes that our long-term asset allocation on         
average will approximate our assumption and that a 9.0% long-term rate of       
return is a reasonable assumption.                                              

The determination of pension expense for defined benefit pension plans is 
based on a market-related valuation of assets, which reduces year-to-year       
volatility. This market-related valuation recognizes investment gains or        
losses over a three-year period from the year in which they occur. Investment   
gains and losses for this purpose are the difference between the expected       
return calculated using the market-related value of assets and the actual       
return based on the market-related value of assets. Since the market-related    
value of assets recognizes gains or losses over a three-year period, the        
future value of assets will be impacted as previously deferred gains or losses  
are recorded.                                                                   

The determination of future pension obligations utilizes a discount rate  
based on a review of long-term bonds that receive one of the two highest        
ratings given by a recognized rating agency which are expected to be available  
during the period to maturity of the projected pension benefits obligations,    
and input from our actuaries. The discount rate used at December 31, 2002 was   
6.5%.                                                                           

  We evaluate our actuarial assumptions, at least annually, and adjust them as
necessary. Due to the effect of the unrecognized actuarial losses based on an   
expected rate of return on plan assets of 9.0%, a discount rate of 6.5% and     
various other assumptions, our pension expense for our defined benefit plans    
will be approximately $7.7 million in 2003. In 2004, pension expense is         
expected to increase $0.6 million from 2003. A 1% decrease in the assumed       
discount rate would increase pension expense by approximately $0.8 million.     
Future pension expense will depend on future investment performance, changes    
in future discount rates and various other factors related to the populations   
participating in the plans. In the event that actual results differ from the    
actuarial assumptions, the funded status of the defined benefit plans may       
change and any such deficiency could result in a charge to equity and an        
increase in future pension expense and cash contributions.                      

We record a valuation allowance to reduce our deferred tax assets to the  
amount that we believe is more likely than not to be realized. While we have    
considered future taxable income and ongoing prudent and feasible tax planning  
strategies in assessing the need for the valuation allowance, in the event we   
were to determine that we would not be able to realize all or part of our net   
deferred tax assets in the future, an adjustment to the deferred tax assets     
would be charged to income in the period such determination was made.           
Likewise, should we determine that we would be able to realize our deferred     
tax assets in the future in an amount that was in excess of our net recorded    
amount, an adjustment to the deferred tax assets would increase income in the   
period such determination was made. At December 31, 2002 and 2001, the          
valuation allowance was $19.2 million and $5.6 million, respectively. At        
September 30, 2003, the valuation allowance was $19.2 million.                  

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Results of Operations                                                           

The following tables set forth, for the periods indicated, statement of   
operations data in millions of dollars and as a percentage of net sales. For    
the year ended December 31, 2000 the results of operations are split between    
the ongoing businesses after the closing of the transaction with Pirelli and    
that have been divested. Percentages may not add due to rounding.               

                                                        [Enlarge/Download Table]

                                                    Ongoing Businesses                                   Nine Months              
                                                 Year Ended December 31,                             Ended September 30,          
                                ---------------------------------------------------------   ------------------------------------- 
                                       2000                2001                2002                2002                2003       
                                -----------------   -----------------   -----------------   -----------------    ---------------- 
                                 Amount       %      Amount       %      Amount       %      Amount       %       Amount      %   
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
                                                                                                                                  
Net sales ..................... $1,778.7    100.0%  $1,651.4    100.0%  $1,453.9    100.0%  $1,102.5    100.0%   $1,133.1   100.0%
Cost of sales .................  1,486.8     83.6    1,410.7     85.4    1,287.3     88.5      972.1     88.2       998.7    88.1 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Gross profit ..................    291.9     16.4      240.7     14.6      166.6     11.5      130.4     11.8       134.4    11.9 
Selling, general and                                                                                                              
 administrative expenses ......    161.5      9.1      136.4      8.3      150.9     10.4      116.2     10.5        93.6     8.3 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Operating income ..............    130.4      7.3      104.3      6.3       15.7      1.1       14.2      1.3        40.8     3.6 
Other income ..................       --       --        8.1      0.5         --       --         --       --          --      -- 
Interest expense, net .........    (45.8)    (2.6)     (43.9)    (2.7)     (42.6)    (2.9)     (31.1)    (2.8)      (32.8)   (2.9)
Other financial costs .........       --       --      (10.4)    (0.6)      (1.1)    (0.1)        --       --          --      -- 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Earnings (loss) from                                                                                                              
 continuing operations before                                                                                                     
 income taxes .................     84.6      4.8       58.1      3.5      (28.0)    (1.9)     (16.9)    (1.5)        8.0     0.7 
Income tax (provision) benefit     (30.1)    (1.7)     (20.6)    (1.2)       9.9      0.7        6.0      0.5        (2.8)   (0.2)
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Income (loss) from continuing                                                                                                     
 operations ...................     54.5      3.1       37.5      2.3      (18.1)    (1.2)     (10.9)    (1.0)        5.2     0.5 
Loss from discontinued                                                                                                            
 operations (net of tax) ......     (7.7)    (0.4)      (6.8)    (0.4)        --       --         --       --          --      -- 
Loss on disposal of                                                                                                               
 discontinued operations (net                                                                                                     
 of tax) ......................       --       --      (32.7)    (2.0)      (5.9)    (0.4)      (3.9)    (0.4)         --      -- 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Net income (loss) ............. $   46.8      2.6%  $   (2.0)    (0.1)% $  (24.0)    (1.7)% $  (14.8)    (1.4)%  $    5.2     0.5%
                                ========    =====   ========    =====   ========    =====   ========    =====    ========   ===== 
Diluted earnings (loss) of                                                                                                        
 continuing operations per                                                                                                        
 common share ................. $   1.62            $   1.13            $  (0.55)           $  (0.33)            $   0.16         
                                ========            ========            ========            ========             ========         
Diluted loss of discontinued                                                                                                      
 operations per common share .. $  (0.23)           $  (1.19)           $  (0.18)           $  (0.12)            $     --         
                                ========            ========            ========            ========             ========         
Diluted earnings (loss) of                                                                                                        
 ongoing businesses per common                                                                                                    
 share ........................ $   1.39            $  (0.06)           $  (0.73)           $  (0.45)            $   0.16         
                                ========            ========            ========            ========             ========         

                                                                [Download Table]

                                      Divested       
                                     Businesses      
                                     Year Ended      
                                    December 31,     
                                  -----------------  
                                         2000        
                                  -----------------  
                                   Amount       %    
                                  --------    -----  
                                                     
Net sales .....................   $  383.4    100.0% 
Cost of sales .................      383.6    100.0  
                                  --------    -----  
Gross profit (loss) ...........       (0.2)      --  
Selling, general and                                 
 administrative expenses ......       96.1     25.1  
                                  --------    -----  
Operating loss ................      (96.3)   (25.1) 
Interest expense, net .........      (14.0)    (3.7) 
Other financial costs .........       (3.3)    (0.9) 
                                  --------    -----  
Loss before income taxes ......     (113.6)   (29.6) 
Income tax benefit ............       40.4     10.5  
                                  --------    -----  
Net loss ......................   $  (73.2)   (19.1)%
                                  ========    =====  
Diluted loss per common share .   $  (2.18)          
                                  ========           

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                                                      Total Company                                      Nine Months              
                                                 Year Ended December 31,                             Ended September 30,          
                                ---------------------------------------------------------   ------------------------------------- 
                                       2000                2001                2002                2002                2003       
                                -----------------   -----------------   -----------------   -----------------    ---------------- 
                                 Amount       %      Amount       %      Amount       %      Amount       %       Amount      %   
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
                                                                                                                                  
Net sales ..................... $2,162.1    100.0%  $1,651.4    100.0%  $1,453.9    100.0%  $1,102.5    100.0%   $1,133.1   100.0%
Cost of sales .................  1,870.4     86.5    1,410.7     85.4    1,287.3     88.5      972.1     88.2       998.7    88.1 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Gross profit ..................    291.7     13.5      240.7     14.6      166.6     11.5      130.4     11.8       134.4    11.9 
Selling, general and                                                                                                              
 administrative expenses ......    257.6     11.9      136.4      8.3      150.9     10.4      116.2     10.5        93.6     8.3 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Operating income ..............     34.1      1.6      104.3      6.3       15.7      1.1       14.2      1.3        40.8     3.6 
Other income ..................       --       --        8.1      0.5         --       --         --       --          --      -- 
Interest expense, net .........    (59.8)    (2.8)     (43.9)    (2.7)     (42.6)    (2.9)     (31.1)    (2.8)      (32.8)   (2.9)
Other financial costs .........     (3.3)    (0.2)     (10.4)    (0.6)      (1.1)    (0.1)        --       --          --      -- 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Earnings (loss) from                                                                                                              
 continuing operations before                                                                                                     
 income taxes .................    (29.0)    (1.3)      58.1      3.5      (28.0)    (1.9)     (16.9)    (1.5)        8.0     0.7 
Income tax (provision) benefit      10.3      0.5      (20.6)    (1.2)       9.9      0.7        6.0      0.5        (2.8)   (0.2)
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Income (loss) from continuing                                                                                                     
 operations ...................    (18.7)    (0.9)      37.5      2.3      (18.1)    (1.2)     (10.9)    (1.0)        5.2     0.5 
Loss from discontinued                                                                                                            
 operations (net of tax) ......     (7.7)    (0.4)      (6.8)    (0.4)        --       --         --       --          --      -- 
Loss on disposal of                                                                                                               
 discontinued operations (net                                                                                                     
 of tax) ......................       --       --      (32.7)    (2.0)      (5.9)    (0.4)      (3.9)    (0.4)         --      -- 
                                --------    -----   --------    -----   --------    -----   --------    -----    --------   ----- 
Net income (loss) ............. $  (26.4)    (1.2)% $   (2.0)    (0.1)% $  (24.0)    (1.7)% $  (14.8)    (1.4)%  $    5.2     0.5%
                                ========    =====   ========    =====   ========    =====   ========    =====    ========   ===== 
Diluted earnings (loss) of                                                                                                        
 continuing operations per                                                                                                        
 common share ................. $  (0.56)           $   1.13            $  (0.55)           $  (0.33)            $   0.16         
                                ========            ========            ========            ========             ========         
Diluted loss of discontinued                                                                                                      
 operations per common share .. $  (0.23)           $  (1.19)           $  (0.18)           $  (0.12)                  --         
                                ========            ========            ========            ========             ========         
Diluted loss of total company                                                                                                     
 per common share ............. $  (0.79)           $  (0.06)           $  (0.73)           $  (0.45)            $   0.16         
                                ========            ========            ========            ========             ========         

Nine Months Ended September 30, 2003 Compared with Nine Months Ended            
September 30, 2002                                                              

Net income was $5.2 million, or $0.16 on a per diluted share basis in the 
first nine months of 2003 compared to a net loss of $(14.8) million, or         
$(0.45) per diluted share, in the first nine months of 2002. The net income     
for the first nine months of 2003 includes a pre-tax charge of $0.8 million     
for the liquidation of LIFO inventory quantities in North America and a pre-    
tax corporate charge of $1.7 million for severance related to our ongoing cost  
cutting efforts in Europe. The first nine months of 2002 net loss of            
$(14.8) million includes a pre-tax charge of $1.4 million for the liquidation   
of LIFO inventories and pre-tax corporate charges of $20.5 million to close     
two manufacturing plants in North America, $3.6 million to reduce to fair       
value certain assets contributed to our Fiber Optic joint venture created in    
the second quarter, a $2.9 million charge related to severance costs and        
$1.7 million related to the sale of our small non-strategic, United Kingdom     
based specialty cables business. The first nine months of 2002 net loss of      
$(14.8) million also includes a $6.0 million discontinued operations pre-tax    
charge principally related to an estimated lower net realizable value for real  
estate remaining from our former building wire business, a longer than          
anticipated holding period for three distribution centers with unexpired lease  
commitments and certain other costs.                                            

Net Sales                                                                     

The following table sets forth metal-adjusted net sales by segment        
in millions of dollars. Net sales for the first nine months of 2002 have been   
adjusted to reflect the first nine months of 2003 copper COMEX average price    
of $0.77 and the aluminum rod average price of $0.67 per pound.                 

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                                                                                                     Metal-Adjusted Net Sales     
                                                                                                 Nine Months Ended September 30,  
                                                                                                --------------------------------- 
                                                                                                      2002              2003      
                                                                                                ---------------    -------------- 
                                                                                                 Amount      %      Amount     %  
                                                                                                --------    ---    --------   --- 
                                                                                                                                  
Energy ........................................................................................ $  396.8     35%   $  413.5    36%
Industrial & specialty ........................................................................    388.8     35       395.1    35 
Communications ................................................................................    335.0     30       324.5    29 
                                                                                                --------    ---    --------   --- 
   Total metal-adjusted net sales..............................................................  1,120.6    100%    1,133.1   100%
                                                                                                            ===               === 
Metal adjustment                                                                                   (18.1)                --       
                                                                                                --------           --------       
   Total net sales............................................................................. $1,102.5           $1,133.1       
                                                                                                ========           ========       

 Net sales increased 3% to $1,133.1 million in the first nine months of 2003
from $1,102.5 million in the first nine months of 2002. The net sales increase  
included $62.4 million favorable impact of foreign currency exchange rate       
changes principally related to our European operations. After adjusting 2002    
net sales to reflect the $0.05 increase in the average monthly COMEX price per  
pound of copper and the $0.02 increase in the average aluminum rod price per    
pound in the first nine months of 2003, net sales increased 1% to               
$1,133.1 million, up from $1,120.6 million in 2002. The increase in metal-      
adjusted net sales reflects a 4% increase in the energy segment, a 2% increase  
in the industrial & specialty segment and 3% decrease in the communications     
segment.                                                                        

 The 4% increase in metal-adjusted net sales for the energy segment reflects
a 24% increase in net sales in our international operations, partially offset   
by a 3% decrease in net sales in North America. Our international operations    
have benefited from increased sales resulting from new contract awards          
throughout Europe and a favorable impact from changes in foreign currency       
exchange rates. The North American net sales decrease reflects lower sales      
volume, however, during the third quarter of 2003, customer demand              
strengthened versus the same period in the prior year. We anticipate that       
sales volume for North American customers should continue to improve over time  
as utility customers address capital projects that were previously deferred.    
These capital projects include enhancements to the power transmission and       
distribution grid. However, in the first nine months of 2003 projects were not  
released as quickly as expected. Management believes the timing of these        
projects has slowed in anticipation of pending energy legislation in the        
United States. This legislation could provide future regulatory relief and      
allow North American utility companies to earn an adequate rate of return on    
their investment in upgrading the transmission grid infrastructure. The sales   
volume in the first quarter of 2003 was also negatively impacted by             
unseasonable weather in the Midwest and Northeast, which affected the ability   
of our customers to install cables.                                             

The 2% increase in metal-adjusted net sales in the industrial & specialty 
segment was principally due to a 17% increase in our international operations,  
growth in our domestic automotive aftermarket business and an increase in       
sales of industrial cables utilized in repairs and maintenance. The increase    
in net sales of our international operations includes a favorable impact from   
changes in foreign currency exchange rates and the introduction of              
environmentally friendly cables in Europe, an area in which our European        
operation is a leader. These increases were partially offset by a 20% decrease  
in net sales of the North American industrial business, the result of the       
continued weakness in demand for cables utilized in new industrial              
construction and other major infrastructure projects, which is expected to      
continue through 2003.                                                          

The 3% decrease in the communications segment metal-adjusted net sales    
principally relates to a decrease in North American sales volume of telephone   
exchange cable and data communication cable. Metal-adjusted net sales of        
telephone exchange cable were off 5% for the first nine months of 2003          
compared to the same period in 2002. However, during the third quarter of       
2003, customer demand strengthened compared to the same period in the prior     
year. As a result of our position as a low cost producer, these products have   
historically been one of our most profitable business segments. The timing of   
the resumption of sales of telephone exchange cables to the telephone           
operating companies to more historic levels is unknown and represents a         
significant area of uncertainty with regard to our financial future             
performance. The sales volume decrease in data communication cables is the      
result of information technology infrastructure spending being constrained.     

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Selling, General and Administrative Expense                                   

Selling, general and administrative expense decreased to $93.6 million in 
the first nine months of 2003 from $116.2 million in the first nine months of   
2002. This decrease reflects the impact of actions taken to reduce fixed SG&A   
expense and controllable spending. These actions were partially offset by       
increased medical and pension related costs experienced during 2003 and the     
impact of increased SG&A expense in our European operations as a result of      
foreign currency exchange rate changes. In addition, SG&A expense includes      
$1.7 million of severance costs related to our European operations in the       
first nine months of 2003 and $23.8 million of corporate charges, primarily     
relating to the closure of manufacturing plants and severance costs, for the    
same period in 2002.                                                            

Operating Income                                                              

The following table sets forth operating income by segment, in millions of
dollars.                                                                        

                                                        [Enlarge/Download Table]

                                                                                                         Operating Income        
                                                                                                  Nine Months Ended September 30,
                                                                                                  -------------------------------
                                                                                                       2002            2003      
                                                                                                  -------------    ------------  
                                                                                                  Amount     %     Amount    %   
                                                                                                  ------    ---    ------   ---  
                                                                                                                                 
Energy .......................................................................................... $ 28.7     67%   $29.4     69% 
Industrial & specialty ..........................................................................    7.5     17      7.8     18  
Communications ..................................................................................    6.7     16      5.3     13  
                                                                                                  ------    ---    ------   ---  
   Subtotal excluding corporate charges..........................................................   42.9    100%    42.5    100% 
                                                                                                            ===             ===  
Corporate charges ...............................................................................  (28.7)           (1.7)        
                                                                                                  ------           ------        
   Total operating income........................................................................ $ 14.2           $40.8         
                                                                                                  ======           =====         

Operating income of $40.8 million for the first nine months of 2003       
increased from $14.2 million for the first nine months of 2002. This increase   
is primarily the result of reduced corporate charges in 2003, as discussed      
above. Operating income also increased due to our ongoing cost reduction        
initiatives in SG&A and manufacturing, strong performance from our European     
operations and the favorable impact of foreign currency exchange rate changes   
and a $0.6 million reduction in the LIFO liquidation charge incurred in 2003    
compared to 2002. Offsetting these increases were reduced selling prices in     
the North American communications and, to a lesser extent, energy segments and  
reduced North American sales volume. Additionally, increased raw material       
costs (most notably polyethylene) which were not fully recovered during the     
2003 nine month period and higher pension and employee fringe benefit costs     
negatively impacted operating income.                                           

Interest Expense                                                              

 Net interest expense increased to $32.8 million in the first nine months of
2003 from $31.1 million in 2002. The increase in interest expense is primarily  
the result of a higher credit spread for our borrowings due to the October      
2002 credit facility amendment and the amortization of bank fees related to     
the amendment, partially offset by lower average net borrowings and lower       
interest rates on the floating rate portion of our debt.                        

Tax Rates                                                                     

Our effective tax rate for 2003 and 2002 was 35.5%.                       

Year Ended December 31, 2002 Compared with Year Ended December 31, 2001         

The net loss was $(24.0) million, or $(0.73) per diluted share, in 2002   
compared to a net loss of $(2.0) million, or $(0.06) per diluted share, in      
2001. The 2002 net loss of $(24.0) million includes a $2.5 million charge       
related to the liquidation of LIFO inventory quantities in North America and    
pre-tax corporate charges of $34.5 million, of which $5.6 million was recorded  
in cost of sales (see Note 4 to Notes                                           

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to Audited Consolidated Financial Statements), $27.8 million was recorded in    
selling, general and administrative expense (see Note 4 to Notes to Audited     
Consolidated Financial Statements) and $1.1 million was recorded in other       
financial costs. These charges consisted of $21.2 million to close two          
manufacturing plants in North America, $6.9 million in severance and severance  
related costs worldwide, $3.6 million to reduce to fair value certain assets    
contributed to our fiber optic joint venture created in the second quarter,     
$1.7 million related to the sale of our non-strategic, United Kingdom based     
specialty cables business, and $1.1 million related to the write-off of         
unamortized bank fees as a result of the October 2002 amendment to our credit   
facility. The 2002 net loss of $(24.0) million also includes a $9.1 million     
discontinued operations pre-tax charge principally related to an estimated      
lower net realizable value for real estate remaining from our former building   
wire business, a longer than anticipated holding period for three distribution  
centers with unexpired lease commitments and certain other costs.               

The 2001 net loss of $(2.0) million includes net pre-tax corporate charges
of $56.8 million consisting of $6.1 million of net continuing operations        
charges and $50.7 million of charges related to the disposal of discontinued    
operations. The $6.1 million of 2001 pre-tax operating charges includes         
$7.0 million of charges recorded in cost of sales (see Note 4 to Notes to       
Audited Consolidated Financial Statements), a net of $3.2 million of income     
reported in selling, general and administrative expense (see Note 4 to Notes    
to Audited Consolidated Financial Statements), $8.1 million reported as other   
income and $10.4 million reported as other financial costs. The $6.1 million    
of 2001 pre-tax charges includes $8.1 million of income from a foreign          
exchange gain on the extinguishment of long-term debt in the United Kingdom, a  
net gain of $23.8 million related to the sale of the Pyrotenax business and     
$7.0 million in income from the settlement of the final purchase price of       
certain assets sold to Pirelli, all more than offset by $16.5 million in        
severance costs, $4.8 million in costs to close a manufacturing plant, a        
$5.5 million loss on the sale of our non-strategic business that designed and   
manufactured extrusion tooling and accessories, $10.4 million in costs          
associated with our accounts receivable asset-backed securitization program     
and a restructuring of our interest costs, $7.0 million in inventory disposal   
costs and $0.8 million of other costs. The $50.7 million of charges related to  
the disposal of discontinued operations consists of $21.4 million related to    
the sale of the building wire business, $16.6 million for the closure of our    
Montoursville, Pennsylvania plant, which manufactured retail cordsets,          
$10.6 million for the closure of four regional distribution centers and         
$2.1 million for other costs.                                                   

Net Sales                                                                     

The following table sets forth metal-adjusted net sales by segment,       
in millions of dollars. Net sales for the year 2001 have been adjusted to the   
2002 copper COMEX average of $0.72 per pound and the aluminum rod average of    
$0.65 per pound.                                                                

                                                        [Enlarge/Download Table]

                                                                                                     Metal-Adjusted Net Sales     
                                                                                                     Year Ended December 31,      
                                                                                                --------------------------------- 
                                                                                                      2001              2002      
                                                                                                ---------------    -------------- 
                                                                                                 Amount      %      Amount     %  
                                                                                                --------    ---    --------   --- 
                                                                                                                                  
Energy ........................................................................................ $  511.2     31%   $  516.0    36%
Industrial & specialty ........................................................................    534.9     33       499.4    34 
Communications ................................................................................    589.4     36       438.5    30 
                                                                                                --------    ---    --------   --- 
   Total metal-adjusted net sales..............................................................  1,635.5    100%    1,453.9   100%
                                                                                                            ===               === 
Metal adjustment ..............................................................................     15.9                 --       
                                                                                                --------           --------       
   Total net sales............................................................................. $1,651.4           $1,453.9       
                                                                                                ========           ========       

  Net sales decreased 12% to $1,453.9 million in 2002 from $1,651.4 million in
2001. The net sales decrease is net of a $21 million favorable impact of        
exchange rate changes from 2001 to 2002. After adjusting 2001 net sales to      
reflect the $0.01 decrease in the average monthly COMEX price per pound of      
copper and the $0.04 decrease in the average aluminum rod price per pound in    
2002, net sales decreased 11% to $1,453.9 million, down from $1,635.5 million   
in 2001. The decrease in metal-adjusted net sales reflects a                    

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1% increase in energy products, a 7% decrease in industrial & specialty         
products and 26% decrease in communication products.                            

The 26% decrease in communication products metal-adjusted net sales       
principally relates to lower sales volume of outside plant telecommunications   
cable and to a lesser extent high bandwidth networking cables. Sales volume     
for outside plant telecommunications cable decreased year over year as many     
customers significantly reduced their capital spending in 2002.                 

The increase of 1% in metal-adjusted net sales in the energy products     
segment is the result of higher volume in the North American market as we       
realize the effect of new contracts won during 2001 and higher sales in Europe  
as we continue to enjoy an increased presence with major European utilities.    
During the second half of 2002, we benefited from contract awards won earlier   
in the year, including a two-year supply agreement with Electricite de France,  
one of Europe's largest electric utility companies. This contract award for     
medium voltage energy cables commenced in June 2002 and is valued at the        
equivalent of approximately $30 million through 2004. We also benefited from    
our expanded position in the Italian and United Kingdom energy cables markets.  
Partially offsetting these volume increases was lower pricing in the North      
American market.                                                                

 The 7% decrease in industrial & specialty products metal-adjusted net sales
includes the negative impact of the March 2001 divestiture of the Pyrotenax     
business and the June 2001 divestiture of our extrusion tooling business.       
Excluding the impact of these businesses, industrial & specialty products       
metal-adjusted net sales decreased 5% from the prior year. This decrease is     
primarily the result of continued weak demand and pricing in many industrial    
sectors of the North American economy. This decrease is partially offset by a   
4% increase in metal-adjusted net sales for our international operations.       

Selling, General and Administrative Expense                                   

Selling, general and administrative expense increased to $150.9 million in
2002 from $136.4 million in 2001. The 2002 and 2001 SG&A expense includes       
$27.8 million of corporate operating expenses and $3.2 million of corporate     
operating income, respectively (see Note 4 to Notes to Audited Consolidated     
Financial Statements). Excluding these expenses and income, SG&A expense on a   
consistent basis decreased 12%. The 12% reduction reflects the lower sales      
volumes and the impact of an aggressive program implemented since November      
2001 to reduce fixed selling, general and administrative expense and            
controllable spending. The program included the elimination of salaried and     
hourly positions worldwide and other actions. Despite a 12% decrease in         
reported net sales year over year, selling, general and administrative          
expense, before corporate operating items, as a percent of net sales was flat   
compared to 2001 at 8.5%.                                                       

Operating Income                                                              

The following table sets forth operating income by segment, in millions of
dollars.                                                                        

                                                        [Enlarge/Download Table]

                                                                                                           Operating Income       
                                                                                                       Year Ended December 31,    
                                                                                                    ----------------------------- 
                                                                                                         2001            2002     
                                                                                                    -------------    ------------ 
                                                                                                    Amount     %     Amount    %  
                                                                                                    ------    ---    ------   --- 
                                                                                                                                  
Energy ............................................................................................ $ 35.3     33%   $ 36.9    75%
Industrial & specialty ............................................................................   24.3     22       9.7    20 
Communications ....................................................................................   48.5     45       2.5     5 
                                                                                                    ------    ---    ------   --- 
   Subtotal excluding corporate charges............................................................  108.1    100%     49.1   100%
                                                                                                              ===             === 
Corporate charges .................................................................................   (3.8)           (33.4)      
                                                                                                    ------           ------       
   Total operating income.......................................................................... $104.3           $ 15.7       
                                                                                                    ======           ======       

 As of January 1, 2001, we changed our accounting method related to our non-
North American metals inventory from the FIFO method to the LIFO method,        
resulting in a $4.1 million increase in operating income in 2001.               

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  Operating income, including the corporate operating charges of $33.4 million
in 2002 discussed above and the $3.8 million of corporate operating items in    
2001 noted above, decreased 85% to $15.7 million in 2002 from $104.3 million    
in 2001. Excluding the corporate operating charges of $33.4 million in 2002     
and $3.8 million in 2001, operating income decreased 55% to $49.1 million in    
2002 from $108.1 million in 2001. Operating income decreased principally as a   
result of reduced sales volume in the Communications and Industrial &           
specialty segments and reduced selling prices in all three segments, partially  
offset by increased volume in the Energy segment as well as lower operating     
costs from our cost containment programs.                                       

Other Financial Costs                                                         

In October 2002, we recorded other financial costs of $1.1 million related
to the write-off of unamortized bank fees as a result of the October 2002       
credit facility amendment. Of the $1.1 million, $0.6 million related to fees    
paid in April 2002 for a prior amendment, the terms of which were               
substantially amended by the October amendment and $0.5 million was due to a    
reduction in the borrowing capacity available under the revolving portion of    
the credit facility.                                                            

 During 2001, we recorded other financial costs of $10.4 million as a result
of recognizing $4.2 million of costs associated with the implementation of our  
accounts receivable asset-backed securitization program. We also wrote off      
$2.0 million in unamortized bank fees as a result of a reduction in the         
borrowing capacity of our credit facility due to the application of the         
Pyrotenax proceeds and the accounts receivable asset-backed securitization      
program proceeds against outstanding debt, and we recorded a loss of            
$4.2 million related to interest rate collars which were terminated. The        
collars were terminated in part due to the reduction of indebtedness            
associated with the Pyrotenax and Pirelli transactions, as well as to allow us  
to more fully benefit from the more favorable interest rate environment and     
future interest rate reductions.                                                

Interest Expense                                                              

Net interest expense, excluding the other financial costs discussed above,
was $42.6 million in 2002 compared to $43.9 million in 2001. The decrease       
reflects reduced debt levels due to the application of the proceeds from non-   
strategic business divestitures, interest savings from our accounts receivable  
asset-backed securitization program implemented in the second quarter of 2001   
and lower base interest rates under the credit facility in 2002 partially       
offset by the amortization of bank fees and higher credit spreads related to    
our April 2002 and October 2002 credit facility amendments.                     

Tax Rates                                                                     

Our effective tax rate for 2002 and 2001 was 35.5%.                       

Year Ended December 31, 2001 Compared with Year Ended December 31, 2000         

The total company comparison is a net loss of $(2.0) million and loss per 
diluted share of $(0.06) in 2001 compared to a loss of $(26.4) million or       
$(0.79) per share in 2000. As a result of the August 2000 sale to Pirelli, we   
recognized a $34.3 million charge in 2000. This charge was related to           
severance, transaction costs, warranty and other claims, the realization of     
the foreign exchange translation loss on the divested businesses that was       
previously charged directly to equity and $3.3 million related to the write-    
off of unamortized bank fees due to the prepayment of indebtedness which        
resulted in a reduction in the borrowing capacity of our credit facility.       

Results of Ongoing Businesses                                                 

 The ongoing businesses comparison excludes from the 2000 results the losses
incurred in the businesses which were divested during 2000 to Pirelli Cavi e    
Sistemi, S.p.A. The net loss was $(2.0) million, or $(0.06) per diluted share,  
in 2001 compared to ongoing net income of $46.8 million, or $1.39 per diluted   
share, for the ongoing businesses in 2000. The 2001 net loss of $(2.0) million  
includes net pre-tax items of $56.8 million consisting of $6.1 million of net   
continuing operations charges and $50.7 million of charges related to the       
disposal of discontinued operations. The $6.1 million of 2001 pre-tax           
operating charges includes $7.0 million of charges recorded in cost of sales    
(see Note 4 to Notes to Audited Consolidated Financial Statements), a net       

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of $3.2 million of income reported in selling, general and administrative       
expense (see Note 4 to Notes to Audited Consolidated Financial Statements),     
$8.1 million reported as other income and $10.4 million reported as other       
financial costs. The $6.1 million of 2001 pre-tax charges includes $8.1 million 
of income from a foreign exchange gain on the extinguishment of long-term debt  
in the United Kingdom, a net gain of $23.8 million related to the sale of the   
Pyrotenax business and $7.0 million in income from the settlement of the final  
purchase price of certain assets sold to Pirelli all more than offset by        
$16.5 million in severance costs, $4.8 million in costs to close a              
manufacturing plant, a $5.5 million loss on the sale of our non-strategic       
business which designed and manufactured extrusion tooling and accessories,     
$10.4 million in costs associated with our accounts receivable asset-backed     
securitization program and a restructuring of our interest costs, $7.0 million  
in inventory disposal costs and $0.8 million of other costs. The $50.7 million  
of charges related to the disposal of discontinued operations consists of       
$21.4 million related to the sale of the building wire business, $16.6 million  
for the closure of our Montoursville, Pennsylvania plant which manufactured     
retail cordsets, $10.6 million for the closure of four regional distribution    
centers and $2.1 million for other costs.                                       

Net Sales                                                                     

The following table sets forth metal-adjusted net sales by segment,       
in millions of dollars. Net sales for the year 2000 have been adjusted to the   
2001 copper COMEX average of $0.73 per pound and the aluminum rod average of    
$0.69 per pound.                                                                

                                                        [Enlarge/Download Table]

                                                                                                     Metal-Adjusted Net Sales     
                                                                                                     Year Ended December 31,      
                                                                                                --------------------------------- 
                                                                                                      2000              2001      
                                                                                                ---------------    -------------- 
                                                                                                 Amount      %      Amount     %  
                                                                                                --------    ---    --------   --- 
                                                                                                                                  
Energy ........................................................................................ $  533.8     31%   $  521.8    32%
Industrial & specialty ........................................................................    592.9     34       537.6    32 
Communications ................................................................................    615.3     35       592.0    36 
                                                                                                --------    ---    --------   --- 
   Total metal-adjusted net sales..............................................................  1,742.0    100%    1,651.4   100%
                                                                                                            ===               === 
Metal adjustment ..............................................................................     36.7                 --       
                                                                                                --------           --------       
   Total net sales............................................................................. $1,778.7           $1,651.4       
                                                                                                ========           ========       

  Net sales decreased 7% to $1,651.4 million in 2001 from $1,778.7 million for
the ongoing businesses in 2000. After adjusting 2000 net sales to reflect the   
$0.11 decrease in the average monthly COMEX price per pound of copper in 2001   
and adjusting for the $0.06 decrease in the average aluminum rod price per      
pound in 2001, net sales decreased 5% to $1,651.4 million, down from            
$1,742.0 million in 2000. The decrease in metal-adjusted net sales reflects a   
2% decrease in energy products, a 9% decrease in industrial & specialty         
products and a 4% decrease in communication products.                           

The 4% decrease in communication products metal-adjusted net sales        
principally relates to lower sales volume of high bandwidth networking cables   
and outside plant telecommunications cable. Sales volume for both of these      
products has decreased year over year with the largest decrease occurring in    
the second half of 2001 as key customers reduced their capital spending. These  
sales volume decreases were partially offset by improved selling prices during  
2001 for outside plant telecommunications cable. Additionally, metal-adjusted   
net sales in our international operations increased over 70% from the prior     
year principally as a result of our entry into the Iberian communications       
market in 2001.                                                                 

The decrease of 2% in metal-adjusted net sales in the energy products     
segment is the result of lower selling prices for certain segments of the       
North American energy cable market. Sales volume in the North American energy   
market was flat compared to the 2000 sales volume. Metal-adjusted net sales in  
the international energy cable market were 5% greater than the prior year       
primarily due to sales volume increases.                                        

 The 9% decrease in industrial & specialty products metal-adjusted net sales
includes the negative impact of the March 2001 divestiture of the Pyrotenax     
business. Excluding the impact of the Pyrotenax divestiture,                    

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industrial & specialty products metal-adjusted net sales decreased 2% from the  
prior year. This decrease is primarily the result of continued weak demand in   
many industrial sectors of the North American economy. This decrease is         
partially offset by a 3% increase in metal-adjusted net sales for our           
international operations.                                                       

Selling, General and Administrative Expense                                   

Selling, general and administrative expense decreased to $136.4 million in
2001 from $161.5 million for the ongoing businesses in 2000 reflecting the      
lower sales volume and a reduction in controllable spending in response to      
general economic conditions. Selling, general and administrative expense as a   
percent of metal-adjusted net sales decreased by approximately 80 basis         
points, from 9.3% in 2000 to 8.5% in 2001.                                      

Operating Income                                                              

The following table sets forth operating income by segment, in millions of
dollars:                                                                        

                                                        [Enlarge/Download Table]

                                                                                                           Operating Income       
                                                                                                       Year Ended December 31,    
                                                                                                    ----------------------------- 
                                                                                                         2000            2001     
                                                                                                    -------------    ------------ 
                                                                                                    Amount     %     Amount    %  
                                                                                                    ------    ---    ------   --- 
                                                                                                                                  
Energy ............................................................................................ $ 40.0     31%   $ 35.3    33%
Industrial & specialty ............................................................................   30.6     23      24.3    22 
Communications ....................................................................................   59.8     46      48.5    45 
                                                                                                    ------    ---    ------   --- 
   Subtotal excluding corporate charges............................................................  130.4    100%    108.1   100%
                                                                                                              ===             === 
Corporate charges .................................................................................     --             (3.8)      
                                                                                                    ------           ------       
   Total operating income.......................................................................... $130.4           $104.3       
                                                                                                    ======           ======       

Operating income, excluding the corporate items of $3.8 million previously
discussed, decreased 17% to $108.1 in 2001 from $130.4 million for the ongoing  
businesses in 2000. Operating income decreased principally as a result of       
reduced volumes in the communications segment, increased manufacturing costs    
in the industrial & specialty segment, primarily as a result of lower           
production volumes, and lower pricing in the energy segment. These reductions   
in operating income were partially offset by increased volume in European       
energy cables, favorable pricing in communications cables and manufacturing     
productivity particularly in the energy segment.                                

Other Income                                                                  

 Other income of $8.1 million in 2001 was principally comprised of a foreign
exchange gain on the extinguishment of long-term debt in the United Kingdom.    

Interest Expense                                                              

Net interest expense, excluding the other financial costs of $10.4 million
previously discussed, was $43.9 million in 2001 compared to $45.8 million for   
the ongoing businesses in 2000. The decrease reflects lower interest rates      
under the credit facility in 2001 and interest savings from our accounts        
receivable asset-backed securitization program partially offset by increased    
borrowings during 2000 related to the funding of losses sustained during the    
prolonged European Union approval process for the business units divested in    
the third quarter 2000 Pirelli transaction, as well as higher credit spreads.   
Interest expense for the ongoing businesses for the year ended 2000 was         
computed as if the sale to Pirelli occurred on January 1, 2000 for              
$216.0 million.                                                                 

Other Financial Costs                                                         

 During 2001, we recorded other financial costs of $10.4 million as a result
of recognizing $4.2 million of one-time costs associated with the               
implementation of our accounts receivable asset-backed securitization program.  
We also wrote off $2.0 million in unamortized bank fees as a result of a        
reduction in the borrowing                                                      

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capacity of our credit facility due to the application of the Pyrotenax         
proceeds and the accounts receivable asset-backed securitization program        
proceeds against outstanding debt, and we recorded a loss of $4.2 million       
related to interest rate collars which were terminated. The collars were        
terminated in part due to the reduction of indebtedness associated with the     
Pyrotenax and Pirelli transactions, as well as to allow us to more fully        
benefit from the more favorable interest rate environment and future interest   
rate reductions.                                                                

Tax Rates                                                                     

Our effective tax rate for 2001 and 2000 was 35.5%.                       

Results of Divested Businesses                                            

  The results for the divested businesses reflect the actual operating results
of the businesses through the closing date of August 25, 2000, a $34.3 million  
charge related to the sale of the businesses and allocated interest costs       
incurred as if the sale to Pirelli occurred on January 1, 2000 for              
$216.0 million. The net loss from the divested businesses was $73.2 million or  
$2.18 per share.                                                                

 A significant portion of the net loss from the divested businesses resulted
from the supertension and subsea cables operation. The supertension operation   
was severely impacted by low pricing levels as a result of excess capacity in   
the market and reduced project activity.                                        

Operations in Italy and at the distribution cables business in the United 
Kingdom also experienced significant losses in 2000. Operations in Italy        
experienced demand that was significantly below the prior year and selling      
prices that declined in response to changes in the competitive nature of the    
market resulting from the partial privatization of the principal Italian        
utility company. The distribution cables business experienced demand levels     
below historical levels primarily due to lower orders from European utilities.  

Liquidity and Capital Resources                                                 

 In general, we require cash for working capital, capital expenditures, debt
repayment, interest and taxes. Our working capital requirements increase when   
we experience strong incremental demand for products and/or significant copper  
and aluminum price increases. Based upon historical experience and the          
expected availability of funds under our existing credit facility, we believe   
that our sources of liquidity will be sufficient to enable us to meet our cash  
requirements for working capital, capital expenditures, debt repayment,         
interest and taxes for at least the next twelve months. This belief is based    
on our current outlook, which is not dependent upon a recovery for the next     
twelve months in the communications or industrial markets which we serve.       

This offering is part of our comprehensive plan to improve our capital    
structure and provide us with increased financial and operating flexibility to  
execute our business plan by reducing leverage and extending debt maturities.   
We anticipate that this plan will consist of the following refinancing          
transactions which will be consummated concurrently: (i) a new $240 million     
senior secured revolving credit facility, (ii) a private offering of            
$275 million principal amount of senior notes, (iii) a private offering of      
$75 million of Series A redeemable convertible preferred stock and (iv) a       
public offering of approximately $50 million of common stock. We intend to      
apply the net proceeds from these refinancing transactions to repay all         
amounts outstanding under our existing senior secured revolving credit          
facility, existing senior secured term loans and outstanding borrowings under   
our existing accounts receivable asset-backed securitization facility and to    
pay related fees and expenses. The exact amounts raised in each of the          
refinancing transactions will depend on market conditions and will be           
determined at the time of the pricing of the transaction. See "Description of   
New Credit Facility, New Notes and New Preferred Stock."                        

We are a holding company with no operations of our own. All of our        
operations are conducted, and net sales are generated, by our subsidiaries and  
investments. Accordingly, our cash flow depends on the cash flows of our        
operations, in particular our North American operations upon which we have      
historically depended most. However, our ability to use cash flow from our      
European operations, if necessary, will likely be adversely affected by         
limitations on our ability to repatriate such earnings tax efficiently.         

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Cash flow provided by operating activities in 2002 was $57.3 million. This
reflects net income before depreciation and amortization, deferred income       
taxes and loss on sale of business of $22.7 million, a $61.5 million decrease   
in inventories, and a $15.1 million decrease in accounts receivable. The        
change in deferred income taxes reflects a $37.0 million income tax refund      
received during the second and third quarters of 2002. This income tax refund   
was attributable to a 2002 U.S. tax law change that enabled us to carryback     
our 2001 NOL which was recorded as a deferred tax asset at December 31, 2001,   
to obtain a refund of taxes previously paid. Inventories were reduced during    
the year by $61.5 million through strong distribution logistics, improved       
plant schedule attainment and a rebalancing of our production loads including   
the furloughing of one plant for the entire fourth quarter. These cash flows    
were partially offset by a decrease in accounts payable, accrued and other      
liabilities of $34.0 million and an $8.0 million increase in other assets. Our  
subsidiaries that will guarantee the senior notes represented 80%, 76% and 94%  
of our total cash flow from operating activities for the years ended            
December 31, 2001 and 2002 and nine months ended September 30, 2003.            

 Cash flow provided by operating activities in the first nine months of 2003
was $58.2 million. This reflects net income before depreciation and             
amortization, deferred income taxes and a loss on sale of property of           
$23.0 million, a $10.4 million increase in accounts payable, accrued and other  
liabilities, a $19.5 million decrease in other assets which primarily reflects  
a $13.9 million refund of income taxes paid in previous years received in the   
first quarter of 2003 and a decrease in inventory of $22.2 million.             
Inventories were reduced through strong distribution logistics, improved plant  
schedule attainment and a rebalancing of our production loads with net sales    
results. These cash flows were partially offset by an increase in accounts      
receivable of $16.9 million due to the normal seasonality of our business       
reflecting increased construction activity in the spring and summer. In the     
comparable period in the prior year, we had a decrease in receivables which     
primarily reflected the benefit from the collection of receivables from our     
former building wire business.                                                  

Cash flow used by investing activities was $28.6 million in 2002,         
principally reflecting $31.4 million of capital expenditures. This level of     
capital spending is 43% below 2001 and reflects management's decision to limit  
capital spending given current general economic conditions. This cash outflow   
was partially offset by $1.7 million of proceeds received from the divestiture  
of a non strategic business during the second quarter of 2002 and $1.6 million  
of proceeds from the sale of properties, principally closed manufacturing       
locations.                                                                      

Cash flow used by investing activities was $10.2 million in the first nine
months of 2003, principally reflecting $11.8 million of capital expenditures.   
This level of capital spending is approximately 50% below the first nine        
months of 2002 and reflects an intentional effort to limit capital spending     
given current general economic conditions. We anticipate capital spending to    
be approximately $8 million in the fourth quarter of 2003 and $30 million in    
2004. Additionally, $1.9 million of proceeds were received from the sale of a   
former manufacturing facility and $1.0 million of cash was received in partial  
payment of loans plus interest from shareholders.                               

 Cash flow used by financing activities in 2002 was $16.2 million, primarily
reflecting a reduction in long-term debt of $15.4 million, a net decrease in    
revolving credit borrowings of $2.2 million and $5.0 million of dividends paid  
to shareholders of common stock during 2002. The cash flow used was partially   
offset by proceeds from the exercise of stock options of $2.4 million and a     
net increase in other debt of $4.0 million.                                     

 Cash flow used by financing activities in the first nine months of 2003 was
$52.9 million, reflecting the repayment of long-term debt of $14.1 million, a   
net decrease in revolving credit borrowings of $13.3 million and a              
$25.5 million net decrease in other debt, principally related to our European   
operations short-term borrowings.                                               

Our current credit facility was entered into in 1999 with one lead bank as
administrative agent, and a syndicate of lenders. The facility, as amended and  
reduced by prepayments, consists of: term loans in dollars in an aggregate      
amount up to $297.5 million, term loans in dollars and foreign currencies in    
an aggregate amount up to $28.9 million and revolving loans and letters of      
credit in dollars and foreign currencies in an aggregate amount up to           
$200.0 million. In April 2002, we amended the credit facility to permit         
increased financial flexibility through March 2003. Fees and expenses           
associated with the amendment were $2.0 million and were being amortized over   
the one-year period of the amendment. In October 2002, we further amended       

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our credit facility through March 2004. As part of the amendment, we suspended  
our quarterly cash dividend of $0.05 per common share for the term of the       
amendment. Fees and expenses of approximately $4 million were incurred for the  
amendment and will be amortized over the life of the amendment. As a result of  
the completion of the October 2002 amendment, we recorded $1.1 million of       
other financial costs for the write-off of unamortized bank fees. Of the        
$1.1 million, $0.6 million related to fees paid in April 2002 for a prior       
amendment, the terms of which were substantially amended by the October         
amendment and $0.5 million was due to the reduction in borrowing capacity of    
the revolving portion of the credit facility. Borrowings under the credit       
facility were $415.6 million and $391.3 million at December 31, 2002 and        
September 30, 2003, respectively. Loans under the credit facility bear          
interest, at our option, at (i) a spread over LIBOR or (ii) a spread over the   
Alternate Base Rate, which is defined as the higher of (a) the agent's prime    
rate, (b) the secondary market rate for certificates of deposit (adjusted for   
reserve requirements) plus 1% or (c) the Federal Funds Effective Rate plus 1/2  
of 1%. This facility will be repaid and terminated in connection with the       
financing transactions.                                                         

Our European operations participate in arrangements with several European 
financial institutions who provide extended accounts payable terms to us on an  
uncommitted basis. In general, the arrangements provide for accounts payable    
terms of up to 180 days. At December 31, 2002, the arrangements had a maximum   
availability limit of the equivalent of approximately $105 million, of which    
approximately $88 million was drawn. At September 30, 2003, the arrangements    
had a maximum availability limit of the equivalent of approximately             
$94 million, of which approximately $77 million was drawn. Should the           
availability under these arrangements be reduced or terminated, we would be     
required to negotiate longer payment terms or repay the outstanding             
obligations with our suppliers under this arrangement over 180 days and seek    
alternative financing arrangements which could increase our interest expense.   
There can be no assurance that we will be able to obtain such financing if      
needed. We also have an approximate $25 million uncommitted facility in         
Europe, which allows us to sell at a discount, with limited recourse, a         
portion of our accounts receivable to a financial institution. Under our        
current credit facility, borrowings under this facility are limited to $20      
million. At September 30, 2003, this accounts receivable facility was not       
drawn upon.                                                                     

During the fourth quarter of 2002, as a result of declining returns in the
investment portfolio of our defined benefit pension plan, we were required to   
record a minimum pension liability equal to the underfunded status of our       
plan. At December 31, 2002, we recorded an after-tax charge of $29.2 million    
to accumulated other comprehensive income in the equity section of our balance  
sheet. We will experience an increase in our future pension expense and in our  
cash contributions to our defined benefit pension plan. Pension expense is      
expected to increase by approximately $5.7 million in 2003 compared to 2002     
and our required cash contributions are expected to increase by $2.9 million    
in 2003 from $3.0 million in 2002. In 2004, pension expense is expected to      
increase $0.6 million from 2003 and cash contributions are expected to          
increase an additional $6.6 million from 2003.                                  

Summarized information about our contractual obligations and commercial   
commitments as of September 30, 2003 is, after giving effect to this offering   
and the other refinancing transactions and the use of proceeds therefrom, as    
follows (in millions of dollars):                                               

                                                        [Enlarge/Download Table]

                                                                                              Payments Due by Period            
                                                                                  ----------------------------------------------
                                                                                           Less than    1 - 3    4 - 5   After 5
                                                                                  Total      1 Year     Years    Years    Years 
                                                                                  ------   ---------    -----    -----   -------
                                                                                                                                
Contractual Obligations                                                                                                         
 Long-term debt.................................................................. $370.4     $ 3.7      $  --    $ --     $366.7
 Operating leases................................................................   25.0       8.0       16.2     0.8         --
 Commodity futures and forward pricing agreements................................   47.7      47.1        0.6      --         --
 Foreign currency contracts......................................................   33.1      30.0        3.1      --         --
                                                                                  ------     -----      -----    ----     ------
   Total......................................................................... $476.2     $88.8      $19.9    $0.8     $366.7
                                                                                  ======     =====      =====    ====     ======

We anticipate being able to meet our obligations as they come due.        

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Off Balance Sheet Assets and Obligations                                        

  In May 2001, we completed an accounts receivable asset-backed securitization
financing transaction. The securitization financing provides for certain        
domestic trade receivables to be sold to a wholly owned, special purpose,       
bankruptcy-remote subsidiary without recourse. This subsidiary in turn          
transfers the receivables to a trust which issued floating rate five-year       
certificates in an initial amount of $145 million. The proceeds from the        
initial transfer were utilized to reduce term debt. In addition, a variable     
certificate component of up to $45 million for seasonal borrowings was          
established as a part of the securitization financing. This variable            
certificate component will fluctuate based on the amount of eligible            
receivables. Sales of receivables under this program result in a reduction of   
total accounts receivable reported on our consolidated balance sheet. Our       
retained interest in the receivables is carried at their fair value, which is   
estimated as the net realizable value. The net realizable value considers the   
relatively short liquidation period and includes an estimated provision for     
credit losses. The five-year certificates bear a weighted average interest      
rate of 57 basis points over LIBOR.                                             

As a result of the building wire asset sale and the exit from the retail  
cordsets business, the securitization financing program was downsized in the    
first quarter of 2002, through the repayment of a portion of the outstanding    
certificates, to $80 million. The repayment of the certificates was funded by   
the collection of the outstanding building wire and retail cordsets accounts    
receivable. The $45 million seasonal borrowing component was unaffected.        

  At September 30, 2003 and December 31, 2002, the off balance sheet debt, net
of cash held in the trust, was $72.8 million and $48.5 million, respectively.   
This off balance sheet debt is fully collateralized by accounts receivable and  
cash held in the trust. This securitization financing will be terminated in     
connection with the refinancing transactions.                                   

Environmental Matters                                                           

Our expenditures for environmental compliance and remediation amounted to 
approximately $0.8 million for the nine months ended September 30, 2003 and     
$0.6 million, $0.9 million and $0.5 million for the years ended December 31,    
2002, 2001 and 2000, respectively. In addition, certain of our subsidiaries     
have been named as potentially responsible parties in proceedings that involve  
environmental remediation. We had accrued $5.2 million at September 30, 2003    
for all environmental liabilities. In the Wassall acquisition of General Cable  
from American Premier Underwriters, American Premier indemnified us against     
certain environmental liabilities arising out of our or our predecessors'       
ownership or operation of properties and assets, which were identified during   
the seven-year period ended June 2001. As part of the 1999 acquisition, BICC    
plc agreed to indemnify us against environmental liabilities existing at the    
date of the closing of the purchase of the business. We have agreed to          
indemnify Pirelli and Southwire Company against certain environmental           
liabilities arising out of the operation of the divested businesses prior to    
the sale. However, the indemnity we received from BICC plc related to the       
business sold to Pirelli terminated upon the sale of those businesses to        
Pirelli. While it is difficult to estimate future environmental liabilities,    
we do not currently anticipate any material adverse effect on our results of    
operations, cash flows or financial position as a result of compliance with     
federal, state, local or foreign environmental laws or regulations or           
remediation costs.                                                              

Quantitative and Qualitative Disclosures About Market Risk                      

  We are exposed to various market risks, including changes in interest rates,
foreign currency and commodity prices. To manage risk associated with the       
volatility of these natural business exposures, we enter into interest rate,    
commodity and foreign currency derivative agreements as well as copper and      
aluminum forward purchase agreements. We do not purchase or sell derivative     
instruments for trading purposes. We do not engage in trading activities        
involving commodity contracts for which a lack of marketplace quotations would  
necessitate the use of fair value estimation techniques.                        

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The notional amounts and fair values of these financial instruments at    
September 30, 2003 and December 31, 2002, are shown below (in millions). The    
carrying amount of the financial instruments was a liability of $(5.3) million  
at September 30, 2003 and $(6.8) million at December 31, 2002.                  

                                                        [Enlarge/Download Table]

                                                                                       September 30, 2003    December 31, 2002 
                                                                                       -------------------   ----------------- 
                                                                                        Notional     Fair    Notional    Fair  
                                                                                         Amount     Amount    Amount    Amount 
                                                                                       ---------    ------   --------   ------ 
                                                                                                                               
Interest rate swaps ..................................................................   $209.0      $(4.4)   $  9.0     $(0.9)
Forward starting interest rate swaps .................................................       --         --     200.0      (6.5)
Foreign currency forward exchange ....................................................     33.1       (0.6)     29.5       0.7 
Commodity futures ....................................................................     11.4       (0.3)      9.2      (0.1)
                                                                                                     -----               ----- 
                                                                                                     $(5.3)              $(6.8)
                                                                                                     =====               ===== 

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BUSINESS

Our Company                                                                     

We are a FORTUNE 1000 company that is a leading global developer and      
manufacturer in the wire and cable industry, an industry which is estimated to  
have had $58 billion in sales in 2002. We have leading market positions in the  
segments in which we compete due to our product, geographic and customer        
diversity and our ability to operate as a low cost provider. We sell over       
11,500 aluminum, copper and fiber optic wire and cable products, which we       
believe represent the most diversified product line of any U.S. manufacturer.   
As a result, we are able to offer our customers a single source for most of     
their wire and cable requirements. We manufacture our product lines in 28       
facilities and sell our products worldwide through our operations in North      
America, Europe and Oceania. Major customers for our products include leading   
utility companies such as Consolidated Edison and Arizona Public Service;       
leading distributors such as Graybar and Anixter; leading retailers such as     
The Home Depot and AutoZone; leading original equipment manufacturers, or       
OEMs, such as GE Medical Systems; and leading telecommunications companies      
such as Qwest Communications, Verizon Communications and SBC/Ameritech.         
Technical expertise and implementation of Lean Six Sigma strategies have        
allowed us to maintain our position as a low cost provider.                     

Our operations are divided into three main segments: energy, industrial & 
specialty and communications. Our energy cable products include low-, medium-   
and high-voltage power distribution and power transmission products for         
overhead and buried applications. Our industrial & specialty wire and cable     
products conduct electrical current for industrial, OEM, commercial and         
residential power and control applications. Our communications wire and cable   
products transmit low-voltage signals for voice, data, video and control        
applications. We believe we are the number one supplier of energy and           
industrial & specialty cable products and the number three supplier of          
communications products in North America and a top three supplier in the        
majority of the segments in which we compete in Oceania. We believe we are the  
largest supplier in the Iberian region and a strong regional wire and cable     
manufacturer in the rest of Europe. For the twelve-month period ended           
September 30, 2003, we had net sales of $1.5 billion, EBITDA from continuing    
operations of $73.3 million and a net loss of $(4.0) million. See footnote 5    
to "Prospectus Supplement Summary--Summary Financial Information" for a         
description of EBITDA from continuing operations and a reconciliation of        
EBITDA from continuing operations to net income.                                

Products and Markets                                                            

  The net sales and EBITDA from continuing operations generated by each of our
three main segments (as a percentage of our total company results) over the     
twelve-month period ended September 30, 2003 are summarized below:              

 [Pie Chart Omitted]                       [Pie Chart Omitted]

               EBITDA from
Net Sales                Percentage       Continuing Operations    Percentage   
---------                ----------       ---------------------    ----------   
Energy                       36%          Energy                       57%      
Industrial & Specialty       35%          Industrial & Specialty       25%      
Communications               29%          Communications               18%      

Our energy and industrial & specialty segments accounted for 84.2% and 18.0%    
of our operating income, after allocating corporate charges, for the twelve-    
month period ended September 30, 2003, while our communications segment         
reduced our operating income, after allocating corporate charges, for such      
period.                                                                         

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  The principal products, markets, distribution channels and end-users of each
of our product categories are summarized below:                                 

                                                        [Enlarge/Download Table]

Product Category         Principal Products           Principal Markets              Principal End-Users          
----------------         ------------------           -----------------              -------------------          
                                                                                                                  
Energy                                                                                                            
Utility                  Low-Voltage,                 Power Utility                  Investor-Owned Utility       
                         Medium-Voltage                                              Companies; State and Local   
                         Distribution; Bare                                          Public Power Companies; Rural
                         Overhead Conductor;                                         Electric Associations;       
                         High-Voltage                                                Contractors                  
                         Transmission Cable                                                                       
Industrial & Specialty                                                                                            
Instrumentation, Power,  Rubber and Plastic-Jacketed  Industrial Power and Control;  Industrial Consumers;        
Control and Specialty    Wire and Cable; Power and    Utility/Marine/                Contractors; OEMs; Military  
                         Industrial Cable;            Transit; Military; Mining;     Customers; Telecommunication 
                         Instrumentation and Control  Oil and Gas Industrial; Power  System Operators             
                         Cable                        Generation;                                                 
                                                      Infrastructure; Residential                                 
                                                      Construction                                                
Automotive               Ignition Wire Sets;          Automotive                     Consumers; OEMs              
                         Booster Cables               Aftermarket                                                 
Communications                                                                                                    
Outside Voice and Data   Outside Plant                Telecom Local Loop             Telecommunications           
(Telecommunications)     Telecommunications Exchange                                 System Operators             
                         Cable; Outside Service Wire                                                              
Data Communications      Multi-Conductor/Multi-       Computer Networking            Contractors; OEMs;           
                         Pair; Fiber Optic;           and Multimedia                 Systems Integrators;         
                         Shipboard; Military          Applications                   Systems Operators;           
                         Fiber Cable                                                 Military Customers           
Electronics              Multi-Conductor;             Building                       Contractors;                 
                         Coaxial; Sound,              Management;                    Consumers;                   
                         Security/Fire Alarm Cable    Entertainment;                 Industrial                   
                                                      Equipment Control                                           
Assemblies               Cable Harnesses;             Telecommunications;            Communications and           
                         Connector Cable              Industrial Equipment;          Industrial Equipment         
                                                      Medical Equipment              Manufacturers                

We operate our business globally, with 74% of net sales in 2002 generated 
from North America, 22% from Europe and 4% from Oceania. We estimate that we    
sold our products and services to customers in more than 70 countries in 2002.  

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Strategic Initiatives                                                           

Due to a decrease in net sales resulting from the global economic downturn
in 2000 and 2001 and its impact particularly in the telecommunications markets  
globally and the industrial & specialty market in North America, we have        
implemented various management initiatives to improve productivity and          
maximize cash flow. These initiatives include the following:                    

o Consolidating our North American manufacturing and distribution         
facilities, including closing three of seven plants that manufacture  
communications products and four of six distribution centers.         

o Reducing head count by 1,700 persons, or 22% of our work force employed 
in our continuing operations since September 30, 2000.                

 o Reducing outstanding aggregate indebtedness, and borrowings under an off-
balance sheet facility, by approximately 42%, or $347.8 million, from 
June 30, 2000 (our historical peak borrowing level) to September 30,  
2003.                                                                 

o Reducing inventory levels related to continuing operations from         
 $296.4 million at September 30, 2000 to $247.0 million at September 30,
   2003, a 17% decrease; this decrease is net of a $17.3 million impact from
foreign exchange rate fluctuations on our reported inventory          
international levels. On a consistent foreign exchange basis, the     
decrease in inventory levels was $66.7 million, or 23%.               

o Reducing capital expenditures from continuing operations from           
$35.8 million in 2000 to $31.4 million in 2002 and further to         
$20.4 million in the twelve months ended September 30, 2003.          

o Exiting less profitable, non-core businesses, such as building wire and 
consumer cordsets.                                                    

o Focusing on non-capital based productivity, such as Lean Six Sigma and  
reduction of manufacturing cycle time.                                

In addition, in connection with reinforcing our position as a low-cost    
provider, we have recently announced the closure of one of our North American   
manufacturing facilities for our industrial & specialty segment and we have     
initiated studies at two of our other North American industrial & specialty     
manufacturing facilities to determine the feasibility of continuing             
manufacturing operations at those locations.                                    

We believe that many of our markets have begun to stabilize as end users  
begin to increase their spending on infrastructure maintenance and new          
construction. Furthermore, the 2003 power outages in the U.S., Canada and       
Europe emphasize the need to upgrade the power transmission infrastructure      
used by electric utilities, which may over time cause an increase in demand     
for our products. As a result of our strategic initiatives and adequate         
manufacturing capacity in all our businesses, we believe that we are well       
positioned to capitalize on any upturn in our markets without significant       
additional capital expenditures.                                                

Competitive Strengths                                                           

  We have adopted a "One Company" approach for our dealings with customers and
vendors. This approach is becoming increasingly important as the electrical,    
industrial, data communications and electronic distribution industries          
continue to consolidate into a smaller number of larger regional and national   
participants with broader product lines. As part of our One Company approach,   
we have established cross-functional business teams, which seek opportunities   
to increase sales to existing customers and to new customers inside and         
outside of traditional market channels. Our One Company approach better         
integrates us with our major customers, thereby allowing us to become their     
leading source for wire and cable products. We believe this approach also       
provides us with purchasing leverage as we coordinate our North American        
sourcing requirements. Our competitive strengths include:                       

 Leading Market Positions. We have achieved leading market positions in many
of our business segments. For example, we believe that in 2002:                 

o In the energy segment, we were the number one producer in North America,
the number three producer in Oceania and a strong regional producer in
Europe;                                                               

 o In the industrial & specialty segment, we were the number one producer in
North America and the number three producer in Oceania;               

 o In the communications segment, we were the number three producer in North
America and Oceania.                                                  

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Product, Geographic and Customer Diversity. We sell over 11,500 products  
under well-established brand names, including General Cable(R), Anaconda(R),    
BICC(R) and Carol(R), which we believe represent the most diversified product   
line of any U.S. wire and cable manufacturer. The breadth of our product line   
has enhanced our market share and operating performance by enabling us to       
offer a diversified product line to customers who previously purchased wire     
and cable from multiple vendors but prefer to deal with a smaller number of     
broader-based suppliers. We believe that the breadth of our products gives us   
the opportunity to expand our product offerings to existing customers. We       
distribute our products to over 3,000 customers through our operations in       
North America, Europe and Oceania. Our customers include utility companies,     
telecommunications systems operators, contractors, OEMs, system integrators,    
military customers, consumers and municipalities. The following summarizes      
sales as a percentage of our 2002 domestic net sales by each category of        
customers:                                                                      

[Pie Chart Omitted] 

Net Sales by                                                          
Each Category of Customers                         Percentage                   
--------------------------                         ----------                   
OEMs & Electrical/Industrial Distributors              21%                      
Communication Distributors                             15%                      
Automotive Retail                                       8%                      
Electrical Retail                                       6%                      
Other                                                   1%                      
Electric Utility                                       32%                      
Telco Utility                                          17%                      

 We strive to develop supply relationships with leading customers who have a
favorable combination of volume, product mix, business strategy and industry    
position. Our customers are some of the largest consumers of wire and cable     
products in their respective markets and include the following companies:       
Consolidated Edison, an electric utility company serving the New York City      
metropolitan area; Arizona Public Service, Arizona's largest electricity        
utility; Graybar, one of the largest electrical and communications              
distributors in the United States; Anixter, one of the largest domestic         
distributors of wire, cable and communications connectivity products; The Home  
Depot, a leading home center retail chain; AutoZone, the largest retailer of    
automotive aftermarket parts in the United States; GE Medical Systems, a        
global leader in medical imaging, interventional procedures, healthcare         
services and information technology; Verizon Communications, a leading          
provider of communications services in the Northeastern United States; and      
Qwest Communications and SBC/Ameritech, former regional bell operating          
companies.                                                                      

 Our top 20 customers in 2002 accounted for 44% of our net sales, and no one
customer accounted for more than 5% of our net sales. We believe that our       
diversity mitigates the risks associated with an excess concentration of sales  
in any one market or geographic region or to any one customer.                  

Low Cost Provider. We are a low cost provider primarily because of our    
focus on lean manufacturing, centralized sourcing and distribution and          
logistics. We continuously focus on maintaining and optimizing our              
manufacturing infrastructure by promoting an organization-wide "lean"           
mentality in order to improve efficiencies. This enables us to maintain a low   
manufacturing cost structure, reduce waste, inventory levels and cycle time, as 
well as retain a high level of customer service. We have made a significant     
investment in Lean Six Sigma training and have established a formal training    
program for employees supporting this. We also facilitate the sharing of        
manufacturing techniques through the exchange of best practices among design and
manufacturing engineers across our global business units. We believe that these 
initiatives have enabled us to achieve a high degree of non-capital based       
productivity which will allow us to achieve further productivity improvements.  

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Experienced and Proven Management Team. Our senior management team has, on
average, over 15 years of experience in the wire and cable industry and 11      
years with our company, and has successfully created a corporate-wide culture   
that focuses on our One Company approach and continuous improvement in all      
aspects of our operations. In addition, our senior management team has          
successfully reduced overhead and operating costs, improved productivity and    
increased working capital efficiency. For example, our SG&A expenses excluding  
corporate items (see Note 4 to Notes to Audited Consolidated Financial          
Statements) have declined from $226.6 million, or 10.5% of net sales, in 2000   
to $123.1 million, or 8.5% of net sales, in 2002. We believe that the level of  
our SG&A expenses as a percentage of our net sales is one of the lowest in the  
wire and cable industry. Additionally, our senior management team has           
restructured our business portfolio to eliminate less profitable, non-core      
businesses and capitalize on market opportunities by anticipating market        
trends and risks.                                                               

Business Strategy                                                               

We seek to distinguish ourselves from other wire and cable manufacturers  
through the following business strategies:                                      

Improving Operating Efficiency and Productivity. Our operations benefit   
from management's ongoing evaluations of operating efficiency. These            
evaluations have resulted in cost-saving initiatives designed to improve our    
profitability and productivity across all areas of our operations. Recent       
initiatives include rationalization of manufacturing facilities and product     
lines, consolidation of distribution locations, product redesign, improvement   
in materials procurement and usage, product quality and waste elimination and   
other non-capital based productivity initiatives. We also expect that           
continued successful execution of our One Company approach will provide more    
efficient purchasing, manufacturing, marketing and distribution for our         
products.                                                                       

Focus on Establishing and Expanding Long-Term Customer Relationships. Each
of our top 20 customers has been our customer for at least five years. Our      
customer relationship strategy is focused on being the "wire provider of        
choice" for the most demanding customers by providing a diverse product line    
coupled with a high level of service. We place great emphasis on customer       
service and provide technical resources to solve customer problems and          
maintain inventory levels of critical products that are sufficient to meet      
fluctuating demands for such products.                                          

We have implemented a number of service and support programs, including   
Electronic Data Interchange ("EDI") transactions, web-based product             
catalogues, ordering and order tracking capabilities and Vendor Managed         
Inventory ("VMI") systems. VMI is an inventory management system integrated     
into certain of our customers' internal systems which tracks inventory          
turnover and places orders with us for wire and cable on an automated basis.    
These technologies create high supplier integration with these customers and    
position us to be their leading source for wire and cable products.             

Actively Pursue Strategic Initiatives. We believe that our management has 
the ability to identify key trends in the industry, which allows us to migrate  
our business to capitalize on expanding markets and new niche markets and exit  
declining or non-strategic markets in order to achieve better returns. For      
example, we exited the North American building wire business in late 2001.      
This business had historically been highly cyclical, very price competitive     
and had low barriers to entry. We also set aggressive performance targets for   
our businesses and intend to refocus, turn around or divest those activities    
that fail to meet our targets or do not fit our long-term strategies.           

We regularly consider selective acquisitions and joint ventures to        
strengthen our existing business lines. We believe there are strategic          
opportunities in many international markets, including South America and Asia,  
as countries in these markets continue to look to upgrade their power           
transmission and generation infrastructure and invest in new communications     
networks in order to participate in high speed, global communications. We are   
seeing increased opportunities in the European Union for our European           
manufacturing operations. See "Risk Factors--Other Risks Relating to Our        
Business--We may not be able to successfully identify, finance or integrate     
acquisitions."                                                                  

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Reduce Leverage. We intend to reduce our leverage in the near to          
intermediate term. As a result of our well-diversified business portfolio and   
recent operating initiatives, we believe we can improve our existing operating  
margin, which will allow us to generate increased cash flows. In order to       
achieve this goal of debt reduction, we currently expect to use a substantial   
portion of cash flow from operations and the net proceeds from any sale of      
non-strategic assets to strengthen our balance sheet. In pursuit of this        
strategy, we have reduced outstanding aggregate indebtedness, and borrowings    
under an off-balance sheet facility, by $347.8 million, or 42%, since June 30,  
2000 through a combination of cash flow from operations and strategic           
divestitures. We have adequate manufacturing capacity in all of our businesses  
and are well positioned to capitalize on any upturns in our markets without     
significant additional capital expenditures.                                    

Industry and Market Overview                                                    

The global wire and cable market was estimated to have had $58 billion in 
sales in 2002 by CRU International Limited. This marks a 12% and 19% decline    
from the $66 billion and $72 billion in sales in 2001 and 2000, respectively.   
The decline in the North American and European markets was even greater. The    
decline in the wire and cable market is directly related to the global          
economic slowdown in 2001 and 2002 which has resulted in reduced spending by    
customers in all wire and cable markets as well as price erosion caused in      
part by excess inventory sell off.                                              

  The wire and cable industry is competitive, mature and cost driven. Wire and
cable is relatively low value added, higher weight (and therefore relatively    
expensive to transport) and often subject to regional or country                
specifications. In many business segments there is little differentiation       
among participants from a manufacturing standpoint. The industry is highly      
fragmented with many participants in both the United States and worldwide.      
However, the 20 largest companies control approximately 47% of the overall      
global market. Since the 1990's, the industry has been undergoing               
consolidation. Additionally, over the past few years, some large market         
participants have been willing to divest businesses that are underperforming    
or not perceived as good growth opportunities.                                  

The wire and cable industry is raw materials intensive with copper and    
aluminum comprising the major cost component for cable products. Changes in     
the cost of copper and aluminum are generally passed through to the customer,   
although there can be timing delays of varying lengths depending on the type    
of product, competitive conditions and particular customer arrangements.        

Product Markets                                                                 

As a result of asset sales and divestitures, we have repositioned our     
operations into three main lines or segments: energy, industrial & specialty,   
and communications businesses. We distribute our products to over 3,000         
customers from our operations in North America, Europe and Oceania. Our         
customers include: utility companies, telecommunications systems operators,     
contractors, OEMs, system integrators, military customers, consumers and        
municipalities.                                                                 

Beginning in the third quarter of 2001, we have reported the building wire
and cordsets segment as discontinued operations for financial reporting         
purposes. The prior periods have been restated to reflect this change. For      
year 2000, the financial information has been shown for the total company on    
an as reported basis and for the ongoing businesses after the closing of the    
sale of certain businesses to Pirelli on a pro forma basis. The pro forma       
presentation is provided as it provides the reader of our financial statements  
with a consistent basis of presentation when comparing our results in 2000 to   
the results for 2001, 2002 and 2003. The following table sets forth summarized  
financial information by reportable segment for the years ended December 31,    
2000, 2001 and 2002 and the nine months ended September 30, 2002 and 2003 (in   
millions of dollars).                                                           

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                                                        [Enlarge/Download Table]

                                                                       Pro Forma                          Nine Months Ended  
                                                                        Ongoing                             September 30,    
                                                        Total Company  Businesses                        ------------------- 
                                                             2000         2000       2001       2002       2002       2003   
                                                        -------------  ----------  --------   --------   --------   -------- 
                                                                                                                             
Net Sales:                                                                                                                   
 Energy ...............................................    $  733.6     $  544.9   $  521.8   $  516.0   $  389.0   $  413.5 
 Industrial & specialty ...............................       796.7        602.0      537.6      499.4      383.1      395.1 
 Communications .......................................       631.8        631.8      592.0      438.5      330.4      324.5 
                                                           --------     --------   --------   --------   --------   -------- 
                                                           $2,162.1     $1,778.7   $1,651.4   $1,453.9   $1,102.5   $1,133.1 
                                                           ========     ========   ========   ========   ========   ======== 
Operating Income:                                                                                                            
 Energy ...............................................    $  (24.4)    $   40.0   $   35.3   $   36.9   $   28.7   $   29.4 
 Industrial & specialty ...............................        29.7         30.6       24.3        9.7        6.7        7.8 
 Communications .......................................        59.8         59.8       48.5        2.5        7.5        5.3 
                                                           --------     --------   --------   --------   --------   -------- 
                                                               65.1        130.4      108.1       49.1       42.9       42.5 

Corporate and other operating items ...................       (31.0)       --          (3.8)     (33.4)     (28.7)      (1.7)
                                                           --------     --------   --------   --------   --------   -------- 
                                                           $   34.1     $  130.4   $  104.3   $   15.7   $   14.2   $   40.8 
                                                           ========     ========   ========   ========   ========   ======== 

Energy Market                                                                 

The energy market consists of low-, medium- and high-voltage power        
distribution and power transmission products for overhead and buried            
applications. The global market for power cables experienced a slight increase  
in sales in 2002 of 2.0% to $14.6 billion from $14.3 billion in 2001. Growth    
in this market will be largely dependent on investment policy of electric       
utilities and infrastructure improvement. We believe that the increase in       
electricity consumption in North America has outpaced the rate of utility       
investment in power cables. As a result, we believe the average age of power    
transmission cables has increased, the current electric transmission            
infrastructure needs to be upgraded and the transmission grid is near           
capacity. In addition, the 2003 power outages in the U.S., Canada and Europe    
emphasize the need for upgrading the power transmission infrastructure used by  
electric utilities which may, over time, cause an increase in demand for our    
products.                                                                       

 The net sales in North America decreased as a result of lower sales volume.
We anticipate that sales volume for North American customers should improve     
over time as utility customers address capital projects that were previously    
deferred, including enhancements to the power transmission and distribution     
grid. In the first half of 2003, projects were not released as quickly as       
expected which management believes is partially due to pending energy           
legislation in the United States which would provide future regulatory relief   
and allow North American utility companies to earn an adequate rate of return   
on their investment in upgrading the transmission grid infrastructure. In       
addition, certain other proposed legislation in the United States, if passed,   
will permit accelerated depreciation on transmission grids, certain tax         
credits and bonus depreciation on new equipment which could create an           
increased demand for our products.                                              

In addition, a majority of our North America energy market customers have 
entered into written agreements with us for the purchase of wire and cable      
products. These agreements typically have 2-4 year terms and provide metal      
adjustments to selling prices to reflect fluctuations in the price of copper    
and aluminum. Historically, approximately 70% of our North America energy       
business is contracted for prior to the start of each year.                     

We believe that we are the largest participant in North America in the    
energy wire and cable market and the third largest participant in this market   
in each of Europe and Oceania. We believe that we have approximately 29%, 6%    
and 8% market shares in the energy markets in North America, Europe and         
Oceania. Sales of energy products accounted for approximately 36% of our net    
sales in 2002.                                                                  

 Our utility cables business is the leader in the supply of energy cables to
the North America electric utility industry. The business manufactures low-     
and medium-voltage aluminum and copper cable, bare overhead aluminum conductor  
and high-voltage transmission cable. Bare transmission cables are utilized by   

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the utilities in the transmission grid to provide electric power from the       
power generating stations to the distribution sub-stations. Medium-voltage      
energy cables are utilized in the primary distribution infrastructure to bring  
the power from the distribution sub-stations to the transformers. Low-voltage   
energy cables are utilized in the secondary distribution infrastructure to      
take the power from the transformers to the end-user's meter.                   

Our North American utility cables business has strategic alliances in the 
United States and Canada with a number of major customers and is strengthening  
its position through these agreements. This business utilizes a network of      
direct sales and authorized distributors to supply low- and medium-voltage and  
bare overhead cable products. This market is represented by approximately       
3,500 utility companies.                                                        

Our European utility cables business is headquartered in Barcelona, Spain 
and is a strong regional wire and cable manufacturer in Europe behind Pirelli   
and Nexans. The business utilizes its broad product offering and its low cost   
manufacturing platform to gain market share as evidenced by its recent award    
of business with utilities in France, Italy and the United Kingdom. The         
business has also benefited from its competitors ongoing withdrawal of medium-  
voltage cable manufacturing capacity from the European market and from the      
trend in Europe to install power cables underground, which requires more        
highly engineered cables.                                                       

Industrial & Specialty Market                                                 

The industrial & specialty market consists of wire and cable products for 
use in a wide variety of capital goods and consumer uses. The principal         
product categories in this market are portable cord, industrial cables and      
automotive products.                                                            

The global market for industrial & specialty cable products has many niche
markets and is difficult to quantify. Sales have declined as the result of the  
substantial decline in industrial construction spending from mid-1990 peak      
levels and in electric and wire cable spending from peaks in 1997. Growth in    
the industrial & specialty markets is responsive to general growth in the       
economy and will be largely dependent upon new industrial construction,         
investment in capital equipment and vehicle after-market maintenance spending.  

We believe that we are the largest participant in this highly fragmented  
segment in North America and Oceania and the third largest in Europe. We        
believe that we have a top three market share in most of the segments in which  
we compete, including power, cord, mining, industrial flex, specialty control   
and instrumentation, and automotive aftermarket. Sales of products in the       
market accounted for approximately 34% of our net sales in 2002.                

The North America market for the industrial & specialty cable products for
which we compete was approximately $3.0 billion in 2002.                        

Many industrial and commercial environments require cables with exterior  
armor and/or jacketing materials that can endure exposure to chemicals,         
extreme temperatures and outside elements. We offer products that are           
specifically designed for these applications.                                   

Portable Cord and Specialty Cables. We manufacture and sell a wide variety
of rubber and plastic insulated portable cord products for power and control    
applications serving industrial, mining, entertainment, OEM, farming and other  
markets. Portable cord products are used for the distribution of electrical     
power, but are designed and constructed to be used in dynamic and severe        
environmental conditions where a flexible but durable power supply is           
required. Portable cord products include both standard commercial cord and      
cord products designed to customer specifications. Portable rubber-jacketed     
power cord, our largest selling cord product line, is typically manufactured    
without a connection device at either end and is sold in standard and           
customer-specified lengths. Portable cord is also sold to OEMs for use as       
power cords on their products and in other applications, in which case the      
cord is made to the OEMs' specifications. We also manufacture portable cord     
for use with moveable heavy equipment and machinery. Our portable cord          
products are sold primarily through electrical distributors and electrical      
retailers to industrial customers, OEMs, contractors and consumers.             

 Our portable cords are used in the installation of new industrial equipment
and the maintenance of existing equipment, and to supply electrical power at    
temporary venues such as festivals, sporting events,                            

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concerts and construction sites. We expect demand for portable cord to be       
influenced by general economic activity.                                        

 Our industrial & specialty products sold under the "Brand Rex" name include
low-voltage and data transmission cables, rail and mass transit cables,         
shipboard cables, off-shore cables, other industrial cables and cables for      
low-smoke, zero-halogen systems. Primary uses for these products include        
various applications within power generating stations, marine, oil and gas,     
transit/locomotive, OEMs, machine builders, medical imaging, shipboard,         
aerospace industries, space flight and aircraft markets. Shipboard cables sold  
by us hold a leading position with the U.S. Navy. Our "Polyrad XT" marine wire  
and cable products also provide superior properties and performance levels      
that are necessary for heavy-duty industrial applications to both onshore and   
offshore platforms, ships and oil rigs.                                         

 Industrial cable products include medium and low voltage power, control and
instrumentation cable, armored power cable, flexible control cables, festoon    
cables, robotic cables and industrial data communications cables. These         
products have various applications in generating stations and substations,      
process control, mining, material handling, machine tool and robotics markets.  

Automotive Products. Our principal automotive products are ignition wire  
sets and booster cables for sale to the automotive aftermarket. Booster cable   
sales are affected by the severity of weather conditions and related            
promotional activity by retailers. As a result, a majority of booster cable     
sales occur between September and January.                                      

We sell our automotive ignition wire sets and booster cables primarily to 
automotive parts retailers and distributors, hardware and home center retail    
chains and hardware distributors. Our automotive products are also sold on a    
private label basis to retailers and other automotive parts manufacturers.      

Communications Market                                                         

The communications market consists of:                                    

o outside voice and data products -- wire and cable products for voice,   
data and video transmission applications;                             

o data communication products -- high-bandwith twisted copper and fiber   
  optic cables and multiconductor cables for customer premises, local area
networks and telephone company central offices;                       

o electronics -- specialty products for use in machinery and              
instrumentation interconnection, audio, computer, security and other  
applications; and                                                     

o OEM products -- harnesses and assemblies for telecommunication,         
industrial and medical equipment manufacturers.                       

Sales of communications wire and cable products in the global market were 
$18.1 billion in 2002, a decline of 32% from the 2001 market of $26.7 billion.  
This sales decline is the result of a significant decline in historic spending  
levels for outside plant telecommunications cables and switching and local      
area network cables, particularly for fiber optic cables (which has seen as     
much as a 50% decline from 1990s average spending). Growth in this market will  
be largely dependent upon capital spending by the region bell operating         
companies, or RBOCs, on maintenance, repair and expansion of their              
infrastructure and the level of information technology spending on network      
infrastructure. We believe this decline has reached its bottom and sales for    
communications wire and cable products will increase over time because current  
levels of spending by our communications wire and cable customers are           
insufficient to maintain their network infrastructures over time as surplus     
field inventories have been liquidated by the RBOCs. For example, capital       
spending by our four largest RBOC customers in 2003 is estimated to be between  
12% - 17% of their net sales, a substantial decline from 21% - 47% of their     
net sales in the 2000 and 2001 period, respectively. This reduction in capital  
spending by these RBOCs has resulted in a 50% reduction in their spending for   
exchange cables compared to 1990s averages.                                     

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We believe that we are the third largest participant in the North America 
and Oceania communications market for copper wire and cable products. We        
believe that we have approximately 17% and 18% market shares in the             
communications market for copper wire and cable products in North America and   
Oceania, respectively.                                                          

Outside Voice and Data Products. Our principal outside voice and data     
products is outside plant telecommunications exchange cable and service wire.   
Outside plant telecommunications exchange cable is short haul trunk, feeder or  
distribution cable from a telephone company's central office to the subscriber  
premises. It consists of multiple paired conductors (ranging from 2 pairs to    
4,200 pairs) and various types of sheathing, water-proofing, foil wraps and     
metal jacketing. Service wire is used to connect telephone subscriber premises  
to curbside distribution cable. During 2000, we expanded our manufacturing      
capacity of telecommunications cable through the acquisition of Telmag, S.A.    
de C.V. Sales of these products accounted for approximately 21% of our net      
sales in 2002.                                                                  

 We sell our outside voice and data products primarily to telecommunications
system operators through our direct sales force under supply contracts of       
varying lengths, and also to telecommunications distributors. The agreements    
do not guarantee a minimum level of sales. Product prices are generally         
subject to periodic adjustment based upon changes in the cost of copper and     
other factors.                                                                  

Data Communications Products. Our data communications products are high-  
bandwidth twisted pair copper and fiber optic cable for the customer premise,   
local area networks, central office and OEM telecommunications equipment        
markets. Customer premise products are used for wiring at subscriber premises,  
and include computer, riser rated and plenum rated wire and cable. Riser cable  
runs between floors and plenum cable runs in air spaces, primarily above        
ceilings in non-residential structures. Local area network cables run between   
computers along horizontal raceways and in backbones between servers. Central   
office products interconnect components within central office switching         
systems and public branch exchanges. Sales of data communications products      
accounted for approximately 8% of our net sales in 2002.                        

We sell data communications products primarily through distributors and   
agents. The fiber optic cable sold by us is manufactured by a joint venture     
company we formed during 2002. The joint venture manufactures all of our fiber  
optic cable products.                                                           

  The market for data communications products has been adversely effected by a
decrease in information technology spending. However, this decrease has been    
partially offset by continued spending in this market on maintenance and        
repair.                                                                         

Electronics. Our electronics products include multi-conductor, multi-pair,
coaxial, hook-up, audio and microphone cables, speaker and television lead      
wire, and high temperature and shielded electronic wire. Primary uses for       
these products are various applications within the commercial, industrial       
instrumentation and control, and residential markets. These markets require a   
broad range of multi-conductor products for applications involving              
programmable controllers, robotics, process control and computer integrated     
manufacturing, sensors and test equipment, as well as cable for fire alarm,     
smoke detection, sprinkler control, entertainment and security systems.         

OEM Products. Assemblies are used in communications switching systems and 
industrial control applications as well as medical equipment applications.      
These assemblies are used in such products as data processing equipment;        
telecommunications network switches, diagnostic imaging equipment, office       
machines and industrial machinery. Our industrial instrumentation and control   
products are sold primarily through distributors and agents.                    

Geographic Segments                                                             

 Revenues for our North American business represented approximately 70%, 74%
and 77% of our total consolidated net sales for the nine months ended           
September 30, 2003 and for the years ended December 31, 2002 and 2001. Net      
sales for our European business represented approximately 25%, 22% and 19% of   
our total consolidated net sales for the nine months ended September 30, 2003   
and for the years ended December 31, 2002 and 2001. Net sales for our Oceania   
business represented approximately 5%, 4% and 4%                                

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of our total consolidated net sales for the nine months ended September 30,     
2003 and for the years ended December 31, 2002 and 2001.                        

North America                                                                 

Sales in the North American wire and cable market were approximately      
$14.3 billion in 2002 or approximately 25% of the global market. Sales in the   
North American market experienced a 20% decline in 2002 from $18.0 billion in   
2001, representing the sharpest decline worldwide.                              

  We believe that we are the largest participant in the North American market.
Other large competitors in this market are Southwire, Superior Telecom, Belden  
and Avaya.                                                                      

Europe                                                                        

  Sales in the European wire and cable market were approximately $14.4 billion
in 2002 or approximately 25% of the global market. Sales in Europe declined     
12% in 2002 from $16.2 billion in 2001.                                         

Our European business is headquartered in Barcelona, Spain, and has three 
manufacturing facilities in the Barcelona area and a manufacturing facility     
near Lisbon, Portugal, all of which are supported by centralized marketing,     
sales and production planning. The main markets served are Spain, Portugal,     
France, United Kingdom, Norway, Belgium and Brazil, with approximately 75% of   
sales generated in the European market and the remaining 25% representing       
export sales. Over 90% of net sales in Europe are derived from energy and       
industrial and specialty cable sales.                                           

We believe that we are one of many strong regional wire and cable         
manufacturers in Europe.                                                        

Oceania                                                                       

We believe that we are the third largest participant in the market in     
Oceania, behind Pirelli and Olex.                                               

Our Oceania business consists of a regional headquarters and manufacturing
facility in Christchurch, New Zealand, a joint venture manufacturing facility   
in Fiji and sales offices in New Zealand and Australia. The business offers a   
broad product range in the energy, communications and electrical markets        
principally serving New Zealand, Australia, Fiji, and the Pacific Islands with  
certain products also sold into Asia.                                           

Competition                                                                     

The markets for all of our products are highly competitive, and we        
experience competition from several competitors within each market. We believe  
that we have developed strong customer relations as a result of our ability to  
supply customer needs across a broad range of products, our commitment to       
quality control and continuous improvement, our continuing investment in        
information technology, our emphasis on customer service, and our substantial   
product and distribution resources.                                             

Although the primary competitive factors for our products vary somewhat   
across the different product categories, the principal factors influencing      
competition are generally breadth of product line, inventory availability and   
delivery time, price, quality and customer service. Many of our products are    
made to industry specifications, and are therefore essentially functionally     
interchangeable with those of competitors. However, we believe that             
significant opportunities exist to differentiate all of our products on the     
basis of quality, consistent availability, conformance to manufacturer's        
specifications and customer service. Within some markets such as specialty and  
LAN cables, conformance to manufacturer's specifications and technological      
superiority are also important competitive factors. Brand recognition is also   
a primary differentiating factor in the portable cord market and, to a lesser   
extent, in our other product groups.                                            

Our key competitors include other wire and cable manufacturers, such as   
Pirelli, Southwire Company, Nexans, The Okonite, Marmon and Alcan in energy     
products; Leviton, Coleman Cable, Belden, Nexans, Pirelli, Marmon and Okonite   
for instrumentation, power control and specialty cable products; American       
Insulated Wire Corporation for cord products; Prestolite for automotive         
products; Superior Telecom Inc. and Belden for outside voice & data products;   
and Belden, Nexans, Cable Design Technologies, CommScope, and Avaya for data    
communications products.                                                        

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Raw Materials                                                                   

The principal raw material used by us in the manufacture of our wire and  
cable products is copper. We purchase copper in either cathode, rod or wire     
form from a number of major domestic and foreign producers, generally through   
annual supply contracts. Copper is available from many sources, and we believe  
that we are not dependent on any single supplier of copper. In 2002, our two    
largest suppliers of copper each accounted for approximately 18% of our North   
American copper purchases. For the nine months ended September 30, 2003, our    
two largest suppliers of copper accounted for approximately 36% and 34% of our  
North America copper purchases.                                                 

 We have centralized our copper purchasing in North America to capitalize on
economies of scale and to facilitate the negotiation of favorable purchase      
terms from suppliers. The cost of copper has been subject to considerable       
volatility over the past several years. However, as a result of a number of     
practices intended to match copper purchases with sales, our profitability has  
generally not been significantly affected by changes in copper prices. We       
generally pass changes in copper prices along to our customers, although there  
are timing delays of varying lengths depending upon the type of product,        
competitive conditions and particular customer arrangements. We do not engage   
in speculative metals trading or other speculative activities, nor do we        
engage in activities to hedge the underlying value of our copper inventory.     

Other raw materials utilized by us include aluminum, nylon, polyethylene  
resin and compounds and plasticizers, fluoropolymer compounds, fiber and a      
variety of filling, binding and sheathing materials. For our North American     
operations, we produced approximately 64% and 59% of our bare wire strand and   
PVC compound requirements for 2002 and 63% and 64% of our bare wire strand and  
PVC compound requirements for the first nine months of 2003. We believe that    
all of these materials are available in sufficient quantities through           
purchases in the open market.                                                   

Patents and Trademarks                                                          

We believe that the success of our business depends more on the technical 
competence, creativity and marketing abilities of our employees than on any     
individual patent, trademark or copyright. Nevertheless, we have a policy of    
seeking patents when appropriate on inventions concerning new products and      
product improvements as part of our ongoing research, development and           
manufacturing activities.                                                       

We own a number of U.S. and foreign patents and have patent applications  
pending in the U.S. and abroad. We also own a number of U.S. and foreign        
registered trademarks and have many applications for new registrations          
pending.                                                                        

Although in the aggregate these patents and trademarks are of considerable
importance to the manufacturing and marketing of many of our products, we do    
not consider any single patent or trademark or group of patents or trademarks   
to be material to our business as a whole. While we occasionally obtain patent  
licenses from third parties, none are deemed to be material. Trademarks which   
are considered to be generally important are General Cable(R), Anaconda(R),     
BICC(R) and Carol(R), and our triad symbol. We believe that our products        
bearing these trademarks have achieved significant brand recognition within     
the industry.                                                                   

  We also rely on trade secret protection for our confidential and proprietary
information. We routinely enter into confidentiality agreements with our        
employees. There can be no assurance, however, that others will not             
independently obtain similar information and techniques or otherwise gain       
access to our trade secrets or that we will be able to effectively protect our  
trade secrets.                                                                  

Environmental Matters                                                           

We are subject to a variety of federal, state, local and foreign laws and 
regulations covering the storage, handling, emission and discharge of           
materials into the environment, including CERCLA, the Clean Water Act, the      
Clean Air Act (including the 1990 amendments) and the Resource Conservation     
and Recovery Act.                                                               

Our subsidiaries in the United States have been identified as potentially 
responsible parties with respect to several sites designated for cleanup under  
CERCLA or similar state laws, which impose liability for cleanup of certain     
waste sites and for related natural resource damages without regard to fault    
or the legality                                                                 

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of waste generation or disposal. Persons liable for such costs and damages      
generally include the site owner or operator and persons that disposed or       
arranged for the disposal of hazardous substances found at those sites.         
Although CERCLA imposes joint and several liability on all potentially          
responsible parties, in application, the potentially responsible parties        
typically allocate the investigation and cleanup costs based, among other       
things, upon the volume of waste contributed by each potentially responsible    
party.                                                                          

 Settlements can often be achieved through negotiations with the appropriate
environmental agency or the other potentially responsible parties. Potentially  
responsible parties that contributed small amounts of waste (typically less     
than 1% of the waste) are often given the opportunity to settle as "de          
minimis" parties, resolving their liability for a particular site. We do not    
own or operate any of the waste sites with respect to which we have been named  
as a potentially responsible party by the government. Based on our review and   
other factors, we believe that costs to us relating to environmental clean-up   
at these sites will not have a material adverse effect on our results of        
operations, cash flows or financial position.                                   

 In the transaction with Wassall PLC in 1994, American Premier Underwriters,
Inc. agreed to indemnify us against liabilities (including all environmental    
liabilities) arising out of our or our predecessors' ownership or operation of  
the Indiana Steel & Wire Company and Marathon Manufacturing Holdings, Inc.      
businesses (which were divested), without limitation as to time or amount.      
American Premier also agreed to indemnify us against 66 2/3% of all other       
environmental liabilities arising out of our or our predecessors' ownership or  
operation of other properties and assets in excess of $10 million but not in    
excess of $33 million, which were identified during the seven-year period       
ended June 2001. Indemnifiable environmental liabilities through June 2001      
were substantially below that threshold. In addition, we also have claims       
against third parties with respect to some of these liabilities.                

During 1999, we acquired the worldwide energy cable and cable systems     
business of Balfour Beatty plc, previously known as BICC plc. As part of this   
acquisition, the seller agreed to indemnify us against environmental            
liabilities existing at the date of the closing of the purchase of the          
business. The indemnity is for an eight-year period ending in 2007, while we    
operate the businesses subject to certain sharing of losses (with BICC plc      
covering 95% of losses in the first three years, 80% in years four and five     
and 60% in the remaining three years). The indemnity is also subject to the     
overall indemnity limit of $150 million, which applies to all warranty and      
indemnity claims in the transaction. In addition, BICC plc assumed              
responsibility for cleanup of certain specific conditions at various sites      
operated by us and cleanup is mostly complete at these sites. In the sale of    
the European businesses to Pirelli in August 2000, we generally indemnified     
Pirelli against any environmental liabilities on the same basis as BICC plc     
indemnified us in the earlier acquisition. However, the indemnity we received   
from BICC plc related to the European businesses sold to Pirelli terminated     
upon the sale of those businesses to Pirelli. In addition, we generally         
indemnified Pirelli against other claims relating to the prior operation of     
the business. Pirelli has asserted claims under this indemnification. We are    
continuing to investigate these claims and believe that the reserves            
established at the time of the transaction are adequate to cover any            
obligations we may have.                                                        

We have also agreed to indemnify Southwire Company against certain        
environmental liabilities arising out of the operation of the business we sold  
to Southwire prior to its sale in 2001, including remediation of our former     
site in Watkinsville, Georgia.                                                  

While it is difficult to estimate future environmental liabilities        
accurately, we do not currently anticipate any material adverse effect on our   
results of operations, financial condition or cash flows as a result of         
compliance with federal, state, local or foreign environmental laws or          
regulations or cleanup costs of the sites discussed above. As of September 30,  
2003, we had an accrued liability of approximately $5.2 million for various     
environmental-related liabilities of which we are aware. However, there can be  
no guarantee that discovery of previously unknown conditions, future changes    
in environmental laws and requirements or their enforcement, or inability to    
enforce environmental indemnification agreements will not result in material    
costs in excess of our reserve.                                                 

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Properties                                                                      

Our principal properties are listed below. We believe that our properties 
are generally well maintained and are adequate for our current level of         
operations.                                                                     

                                                        [Enlarge/Download Table]

                                        Square                               Use/Product                              Owned    
            Location                     Feet                                  Line(s)                              or Leased  
            --------                ---------------   ----------------------------------------------------------  -------------
                                                                                                                               
North America                                                                                                                  
Manufacturing Facilities:                                                                                                      
Marion, IN(1)                             745,000    Industrial & Specialty Cables                                   Owned     
Marshall, TX                              692,000    Aluminum Low-Voltage Energy Cables                              Owned     
Willimantic, CT                           686,000    Industrial & Specialty Cables                                   Owned     
Manchester, NH                            550,000    Electronic Products                                             Owned     
Lawrenceburg, KY                          383,000    Outside Voice and Data Products and Data Communications         Owned     
                                                     Products                                                                  
Bonham, TX                                364,000    Outside Voice and Data Products                                 Owned     
Lincoln, RI                               350,000    Industrial & Specialty Cables and Automotive Products           Owned     
Malvern, AR                               338,000    Aluminum Medium-Voltage Energy Cables                           Owned     
DuQuoin, IL                               279,000    Medium-Voltage Energy Cables                                    Owned     
Tetla, Mexico                             218,000    Outside Voice and Data Products                                 Owned     
Altoona, PA                               193,000    Automotive Products                                             Owned     
Jackson, TN                               182,000    Data Communications Cables                                      Owned     
South Hadley, MA(1)                       150,000    Bare Wire Fabricating                                           Owned     
Taunton, MA(2)                            131,000    Bare Wire Fabricating                                           Leased    
LaMalbaie, Canada                         120,000    Low-and Medium-Voltage Energy Cables                            Owned     
St. Jerome, Canada                        110,000    Low-and Medium-Voltage Energy Cables                            Owned     
Distribution and Other Facilities:                                                                                             
Lebanon, IN                               198,000    Distribution Center                                             Leased    
Chino, CA                                 189,000    Distribution Center                                             Leased    
Highland Heights, KY                      166,000    World Headquarters, Technology Center and Learning Center       Owned     
Plano, TX                                  60,000    Rod Mill                                                        Owned     
Europe and Oceania                                                                                                             
Barcelona, Spain(3)                     1,080,000    Power Transmission and Distribution,                            Owned     
                                                     Industrial & Specialty Cables                                             
New Zealand(3)                            314,000    Power Distribution, Industrial &                                Owned     
                                                     Specialty and Communications Cables                                       
Lisbon, Portugal                          255,000    Power Distribution, Industrial &                                Owned     
                                                     Specialty and Communications Cables                                       

---------------                                                                 
(1) We have initiated feasibility studies to determine whether to continue      
  operations at this facility or move the product lines to other facilities.
(2) We are in the process of closing this facility.                             
(3) Certain locations represent a collection of facilities in the local area.   

Legal Proceedings                                                               

We are subject to numerous federal, state, local and foreign laws and     
regulations relating to the storage, handling, emission and discharge of        
materials into the environment, including CERCLA, the Clean Water Act, the      
Clean Air Act (including the 1990 amendments) and the Resource Conservation     
and Recovery Act.                                                               

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Our subsidiaries have been identified as potentially responsible parties  
with respect to several sites designated for cleanup under CERCLA or similar    
state laws, which impose liability for cleanup of certain waste sites and for   
related natural resource damages without regard to fault or the legality of     
waste generation or disposal. We do not own or operate any of the waste sites   
with respect to which we have been named as a potentially responsible party by  
the government. Based on our review and other factors, management believes      
that our costs relating to environmental clean-up at these sites will not have  
a material adverse effect on our results of operations, cash flows or           
financial position. As of December 31, 2002 and September 30, 2003, we had an   
accrued liability of approximately $4.6 million and $5.2 million for various    
environmental-related liabilities of which we are aware.                        

  American Premier Underwriters, Inc., in connection with the 1994 Wassall PLC
transaction, agreed to indemnify us against liabilities (including all          
environmental liabilities) arising out of our or our predecessors' ownership    
or operation of the Indiana Steel & Wire Company and Marathon Manufacturing     
Holdings, Inc. businesses (which were divested by the predecessor prior to the  
1994 Wassall transaction), without limitation as to time or amount. American    
Premier also agreed to indemnify us against 66 2/3% of all other environmental  
liabilities arising out of our or our predecessors' ownership or operation of   
other properties and assets in excess of $10 million but not in excess of       
$33 million, which were identified during the seven-year period ended June      
2001. Indemnifiable environmental liabilities through June 2001 were            
substantially below that threshold. In addition, we also have claims against    
third parties with respect to some of these liabilities. While it is difficult  
to estimate future environmental liabilities accurately, we do not currently    
anticipate any material adverse effect on our results of operations, financial  
condition or cash flows as a result of compliance with federal, state, local    
or foreign environmental laws or regulations or cleanup costs of the sites      
discussed above.                                                                

As part of the BICC plc acquisition, BICC agreed to indemnify us against  
environmental liabilities existing at the date of the closing of the purchase   
of the business. The indemnity is for an eight-year period ending in 2007       
while we operate the businesses subject to certain sharing of losses (with      
BICC plc covering 95% of losses in the first three years, 80% in years four     
and five and 60% in the remaining three years). The indemnity is also subject   
to the overall indemnity limit of $150 million, which applies to all warranty   
and indemnity claims in the transaction. In addition, BICC plc assumed          
responsibility for cleanup of certain specific conditions at several sites      
operated by us and cleanup is mostly complete at those sites. In the sale of    
the European businesses to Pirelli in August 2000, we generally indemnified     
Pirelli against any environmental liabilities on the same basis as BICC plc     
indemnified us in the earlier acquisition. However, the indemnity we received   
from BICC plc related to the European businesses sold to Pirelli terminated     
upon the sale of those businesses to Pirelli. At this time, there are no        
claims outstanding under the general indemnity provided by BICC plc.            

We have also agreed to indemnify Southwire Company against certain        
environmental liabilities arising out of the operation of the business we sold  
to Southwire prior to our sale.                                                 

  There are approximately 15,000 pending non-maritime asbestos cases involving
our subsidiaries. The majority of these cases involve plaintiffs alleging       
exposure to asbestos-containing shipboard cable manufactured by our             
predecessors. In addition to our subsidiaries, numerous other wire and cable    
manufacturers have been named as defendants in these cases. In addition, our    
subsidiaries have been named, along with numerous other product manufacturers   
as defendants in approximately 33,000 suits in which plaintiffs' alleged that   
they suffered an asbestos-related injury while working in the maritime          
industry. These cases are referred to as MARDOC cases and are currently         
managed under the supervision of the U.S. District Court for the Eastern        
District of Pennsylvania. On May 1, 1996, the District Court ordered that all   
pending MARDOC cases be dismissed without prejudice for failure to plead        
sufficient facts. Under that order of dismissal, all future MARDOC cases filed  
by the plaintiff's attorney are required to be accompanied by a filing fee for  
each new complaint. These cases can only be removed from the inactive docket    
if the plaintiff is able to prove an asbestos-related injury, and show          
specific product identification as to each defendant against whom the           
plaintiff chooses to proceed. Based upon our experience to date, we do not      
believe that the outcome of the pending non-maritime and/or MARDOC asbestos     
cases will have a material adverse effect on our results of operation, cash     
flows or financial position. At September 30, 2003, we had an accrued           
liability                                                                       

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of approximately $1.3 million for these lawsuits. During 2002, costs of         
defense, judgments and settlements of asbestos litigation (before contribution  
from insurers) was $0.1 million.                                                

In January 1994, we entered into a settlement agreement with certain      
principal primary insurers concerning liability for the costs of defense,       
judgments and settlements, if any, in all of the asbestos litigation described  
above. Subject to the terms and conditions of the settlement agreement, the     
insurers are responsible for a substantial portion of the costs and expenses    
incurred in the defense or resolution of this litigation. However, recently     
one of the insurers participating in the settlement that was responsible for a  
significant portion of the contribution under the settlement agreement has      
entered into insurance liquidation proceedings. As a result, the contribution   
of the insurers has been reduced and we may ultimately have to bear a larger    
portion of the costs relating to these lawsuits. Based on (1) the terms of the  
insurance settlement agreement; (2) the relative costs and expenses incurred    
in the disposition of past asbestos cases; (3) reserves established on our      
books which are believed to be reasonable; and (4) defenses available to us in  
the litigation, we believe that the resolution of the present asbestos          
litigation will not have a material adverse effect on our financial results,    
cash flows or financial position. However, we can not assure you that any       
judgments or settlements of the pending non-maritime and/or MARDOC asbestos     
cases or any cases which may be filed in the future will not have a material    
adverse effect on our financial results, cash flows or financial position.      
Liabilities incurred in connection with asbestos litigation are not covered by  
the American Premier indemnification.                                           

  We are also involved in various routine legal proceedings and administrative
actions. In the opinion of our management, these proceedings and actions        
should not, individually or in the aggregate, have a material adverse effect    
on the results of our operations, cash flows or financial position.             

Employees                                                                       

 At September 30, 2003, approximately 6,000 persons were employed by us, and
collective bargaining agreements covered approximately 3,900 employees at       
various locations around the world. During the last five years, we have         
experienced one strike in Oceania which was settled on satisfactory terms.      
There have been no other major strikes at any of our facilities during the      
last five years. In North America, union contracts will expire at one facility  
in 2003 and at eight facilities in 2004. In Europe and Oceania, labor           
agreements are generally negotiated on an annual or bi-annual basis. We         
believe that our relationships with our employees are good.                     

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MANAGEMENT

Executive Officers and Directors                                                

Our amended and restated by-laws provide that our board of directors is   
divided into three classes (Class I, Class II and Class III). At each annual    
meeting of the shareholders, directors constituting one class are elected for   
a three-year term. Each of the directors will be elected to serve until a       
successor is elected and qualified or until such director's earlier             
resignation or removal.                                                         

 The following table sets forth certain information concerning our directors
and executive officers as of the date hereof.                                   

                                                        [Enlarge/Download Table]

Name                               Age  Position                                                       
----                               ---  --------                                                       
                                                                                                       
Gregory B. Kenny.................. 51   President, Chief Executive Officer and Class II Director       
Christopher F. Virgulak........... 48   Executive Vice President, Chief Financial Officer and Treasurer
Robert J. Siverd.................. 55   Executive Vice President, General Counsel and Secretary        
John E. Welsh, III................ 52   Class I Director; Chairman of the Board                        
Jeffrey Noddle.................... 57   Class I Director                                               
Robert L. Smialek................. 59   Class II Director                                              
Gregory E. Lawton................. 52   Class III Director                                             

Mr. Kenny has been one of our directors since 1997 and has been our       
President and Chief Executive Officer since August 2001. He served as           
President and Chief Operating Officer from May 1999 to August 2001. He served   
as Executive Vice President and Chief Operating Officer of General Cable from   
March 1997 to May 1999. From June 1994 to March 1997, he was Executive Vice     
President of General Cable's immediate predecessor. He is also a director of    
IDEX Corporation (NYSE: IEX), a manufacturer of highly engineered process and   
flow control products.                                                          

 Mr. Virgulak has been our Executive Vice President, Chief Financial Officer
and Treasurer since October 2002. From June 2000 to October 2002, he was        
Executive Vice President and Chief Financial Officer. He served as Executive    
Vice President, Chief Financial Officer and Treasurer from March 1997 to June   
2000. From October 1994 until March 1997, he was Executive Vice President,      
Chief Financial Officer and Treasurer of the predecessor company.               

Mr. Siverd has served as our Executive Vice President, General Counsel and
Secretary of General Cable since March 1997. From July 1994 until March 1997,   
he was Executive Vice President, General Counsel and Secretary of the           
predecessor company.                                                            

Mr. Welsh has been one of our directors since 1997 and is Non-executive   
Chairman of the board and a member of our Audit Committee, Compensation         
Committee and Corporate Governance Committee. He is currently President of      
Avalon Capital Partners, LLC, an investment firm focused on private equity and  
venture capital investments. From October 2000 to December 2002, he was a       
Managing Director of CIP Management LLC, the management company for             
Continuation Investments Group Inc. (Mr. Welsh continues to manage several      
portfolio investments on behalf of CIP Management LLC). From November 1992 to   
December 1999, he served as Managing Director and Vice-Chairman of the board    
of directors of SkyTel Communications, Inc. and as a Director of SkyTel from    
September 1992 until December 1999. Prior to 1992, Mr. Welsh was a Managing     
Director in the Investment Banking Division of Prudential Securities, Inc.      

Mr. Noddle has been one of our directors since 1998 and is Chairman of our
Compensation Committee and a member of our Audit Committee and the              
Compensation Committee. He has been Chairman of the board of Minneapolis-based  
Supervalu Inc. (NYSE: SVU) since May 2002. He was elected Chief Executive       
Officer in June 2001. Prior to that, he served as President and Chief           
Operating Officer from June 2000 to June 2001. From February 1995 to May 2000   
he was President and Chief Operating Officer of its Wholesale Food Companies.   
Supervalu is the largest food wholesaler in the United States. Mr. Noddle has   
held various marketing and merchandising positions with Supervalu since 1976.   
He is also a director of Donaldson Company, Inc. (NYSE: DCI), a leading         
worldwide provider of filtration systems and replacement parts.                 

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 Mr. Smialek has been one of our directors since 1998 and is Chairman of our
Audit Committee and a member of our Compensation Committee and Corporate        
Governance Committee. He was formerly President and Chief Executive Officer of  
Applied Innovation, Inc. (NASDAQ: AINN) from July 2000 until August 2002. From  
May 1993 until June 1999, he was the Chairman, President and Chief Executive    
Officer of Insilco Corporation (The Pink Sheets: INSL), a diversified           
manufacturing company based in Dublin, Ohio. He has been a director of Coors    
Tek, Inc. since December 1999.                                                  

Mr. Lawton has been one of our directors since 1998. He is Chairman of the
Corporate Governance Committee and member of the Audit Committee and            
Compensation Committee. Since October 2000, Mr. Lawton has been President and   
Chief Executive Officer of Johnson Diversey, Inc., a supplier of cleaning and   
hygiene solutions. From January 1999 until September 2000, he was President     
and Chief Operating Officer of Johnson Wax Professional. Prior to joining       
Johnson Wax, 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 Outdoor Inc. (NASDAQ: JOUT).                                         

Board Committees and Meetings                                                   

Our board of directors meets regularly during the year as do its standing 
committees, which are the audit committee, the compensation committee and the   
corporate governance committee. In 2002, 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 2002, the board of directors held six         
regular meetings and two special meetings.                                      

Audit Committee                                                               

The audit committee consists of Robert L. Smialek (Chairman), Gregory E.  
Lawton, Jeffrey Noddle and John E. Welsh, III. This committee generally         
reviews and makes recommendations to the board of directors on our auditing,    
financial reporting and internal control functions. This committee also         
determines the firm that we should retain as our independent auditors. None of  
the members are officers or employees of our company.                           

Compensation Committee                                                        

This compensation committee consists of Jeffrey Noddle (Chairman), Gregory
E. Lawton, Robert L. Smialek and John E. Welsh, III. The committee reviews and  
acts on our 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 our company.         

Corporate Governance Committee                                                

  The corporate governance committee consists of Gregory E. Lawton (Chairman),
Jeffrey Noddle, Robert L. Smialek and John E. Welsh, III. This 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. This committee also reviews management      
development and succession policies and practices. None of the members are      
officers or employees of our company.                                           

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OWNERSHIP OF CAPITAL STOCK

The following table summarizes, as of September 30, 2003, the number and  
percentage of outstanding shares of our common stock beneficially owned by the  
following:                                                                      

 o each person or group management knows to beneficially own more than 5% of
such stock;                                                           

o each of our directors and executive officers; and                       

o all directors and executive officers as a group.                        

                                                                [Download Table]

                                                  Shares Beneficially Owned(1) 
                                                  -----------------------------
                                                                      Percent  
                                                                    Before this
Name and Address of Beneficial Owner               Number           Offering(2)
------------------------------------              ---------         -----------
                                                                               
Pzena Investment Management ....................  3,922,175(3)        11.8%    
 830 Third Avenue                                                              
 New York, NY 10022                                                            
Fidelity Management & Research Co. .............  3,412,500(4)        10.3%    
 82 Devonshire Street                                                          
 Boston, MA 02109                                                              
Cannell Capital LLC ............................  3,388,800(5)        10.2%    
 150 California Street                                                         
 San Francisco, CA 94111                                                       
Putnam Investments, Inc. .......................  3,042,234(6)        9.2%     
 Putnam Investment Management, Inc.                                            
 The Putnam Advisory Company, Inc.                                             
 One Post Office Square                                                        
 Boston, MA 02109                                                              
Zesiger Capital ................................  2,735,500(7)        8.3%     
 320 Park Avenue                                                               
 New York, NY 10022                                                            
Barclays Bank PLC ..............................  2,171,638(8)        6.6%     
 12 East 49th Street                                                           
 New York, NY 10017                                                            
Fuller & Thaler Asset Management Inc. ..........  1,931,600(9)        5.8%     
 411 Borel Avenue - Suite 402                                                  
 San Mateo, CA 94402                                                           
Gregory B. Kenny ...............................    350,942(10)(17)   1.1%     
Gregory E. Lawton ..............................     10,877(11)(17)    *       
Jeffrey Noddle .................................     10,877(12)(17)    *       
Robert J. Siverd ...............................    191,587(13)(17)    *       
Robert L. Smialek ..............................     13,877(14)(17)    *       
Christopher F. Virgulak ........................    136,510(15)(17)    *       
John E. Welsh, III .............................     67,561(16)(17)    *       
All directors and executive officers                                           
  as a group (7 persons)........................    782,231           2.3%     

---------------                                                                 
*     Less than 1%.                                                             
(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 on the total number of shares  
of our common stock outstanding on September 30, 2003 (33,083,028   
shares).                                                            
(3)   These shares of common stock are owned by Pzena Investment Management.    
 Pzena has sole voting power with respect to 3,544,800 shares and sole
dispositive power with respect to 3,922,175 shares.                 

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(4)   These shares of our common stock are owned by FMR Corp. as a parent       
holding company, Fidelity Management and Research Company, Fidelity 
Management Trust Company and Edward C. Johnson 3d and members of his
family. Fidelity Management and Research Company beneficially owns  
3,301,000 shares of our common stock by reason of its acting as     
    investment advisor to various registered investment companies. Edward C.
 Johnson 3d, FMR Corp., through its control of Fidelity Management and
  Research Company, has sole power to dispose of 3,301,000 shares of our
common stock and Edward C. Johnson 3d and FMR Corp. each has sole   
    disposition power over 111,500 shares. Members of the Johnson family are
the predominant owners of Class B shares of FMR Corp. common stock  
representing about 49% of the voting power of FMR Corp.             
(5)   These shares of our common stock are owned as follows: (i) 868,000 shares 
  by The Anegada Fund Limited, (ii) 871,700 shares by the Cuttyhunk Fund
 Limited, (iii) 1,239,300 shares by Tonga Partners, L.P., (iv) 229,300
  shares by GS Cannell Portfolio, LLC and (v) 180,500 shares by Pleiadas
  Investment Partners, L.P. Cannell Capital LLC is an investment advisor
  and has discretionary authority to buy, well and vote these shares for
    its investment advisory clients. J. Carlo Cannell is the managing member
of Cannell Capital LLC.                                             
(6)   These shares of our common stock are owned by a variety of investment     
advisory clients of Putnam Investment Management, LLC and The Putnam
 Advisory Company, LLC, both of which are wholly-owned subsidiaries of
    Putnam Investments, LLC. No client of either investment adviser is known
    to beneficially own more than 5% of the outstanding shares of our common
  stock. Putnam Investments, LLC has shared voting power with respect to
  1,335,636 shares and shared dispostive power with respect to 3,042,234
 shares. The Putnam Advisory Company, LLC has shared voting power with
    respect to 1,335,636 shares and shared dispositive power with respect to
 2,802,334 shares. Putnam Investment Management, LLC is the investment
 adviser to the Putnam family of mutual funds, and the funds' trustees
  have voting power over the shares held by each fund. Putnam Investment
 Management, LLC has no voting power and shared dispositive power with
respect to 239,900 shares.                                          
(7)   These shares of our common stock are owned by a variety of investment     
advisory clients of Zesiger Capital Corporation LLC. Zesiger Capital
   Corporation, LLC has sole voting power with respect to 1,769,000 shares
and sole dispositive power with respect to 2,735,500 shares.        
(8)   These shares of our common stock are owned by Barclays Bank PLC and       
     affiliated members of its group, including Barclays Global Fund Advisors,
Barclays Global Investors, Ltd., Barclays Trust and Banking Company 
(Japan) Limited, Barclays Life Assurance Company Limited, Barclays  
Capital Securities Limited, Barclays Capital Investments, Barclays  
 Private Bank & Trust (Isle of Man) Limited, Barclays Private Bank and
Trust (Jersey) Limited, and Barclays Private Bank and Trust Limited 
     (Sussie). Barclays Global Investors, Ltd. has sole voting and dispositive
   power with respect to 1,965,979 shares. Barclays Private Bank and Trust
   Limited (Sussie) has sole voting power with respect to 2,171,638 shares
     and sole dispositive power with respect to 2,171,678 shares of our common
stock.                                                              
(9)   These shares of our common stock are owned by Fuller & Thaler Asset       
    Management, Inc., an investment advisor and Russell J. Fuller, President
of Fuller & Thaler. Fuller & Thaler Asset Management, Inc. has sole 
    voting power and sole dispositive power with respect to 1,931,600 shares
     of our common stock. Russell Fuller has sole voting power with respect to
 1,436,400 shares and sole dispositive power with respect to 1,931,600
shares.                                                             
(10)  Includes 2,100 shares held by Mr. Kenny as custodian for his children and 
   1,167 shares of restricted stock awarded to Mr. Kenny under the General
Cable 1997 Stock Incentive Plan as to which he has voting power; and
    323,000 shares covered by options in common stock which may be exercised
    within sixty (60) days of September 30, 2003. Excludes 248,576 shares of
     restricted and unrestricted common stock deferred under the General Cable
Deferred Compensation Plan.                                         
(11)  Includes 9,000 shares covered by stock options which may be exercised by  
Mr. Lawton within sixty days of September 30, 2003. Excludes 17,769 
shares of common stock deferred under the General Cable Deferred    
Compensation Plan.                                                  
(12)  Includes 9,000 shares covered by stock options which may be exercised by  
Mr. Noddle within sixty days of September 30, 2003. Excludes 17,769 
shares of common stock deferred under the General Cable Deferred    
Compensation Plan.                                                  

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(13)  Includes 133,000 shares covered by stock options, which may be exercised  
  by Mr. Siverd within sixty days of September 30, 2003. Excludes 32,935
 shares of restricted and unrestricted common stock deferred under the
General Cable Deferred Compensation Plan.                           
(14)  Includes 9,000 shares covered by stock options, which may be exercised by 
Mr. Smialek within sixty days of September 30, 2003. Excludes 17,769
shares of common stock deferred under the General Cable Deferred    
Compensation Plan.                                                  
(15)  Includes 135,000 shares covered by stock options, which may be exercised  
    by Mr. Virgulak within sixty days of September 30, 2003. Excludes 78,675
 shares of restricted and unrestricted common stock deferred under the
General Cable Deferred Compensation Plan.                           
(16)  Includes 27,001 shares covered by stock options which may be exercised by 
     Mr. Welsh within sixty days of September 30, 2003. Excludes 45,537 shares
  of common stock deferred under the General Cable Deferred Compensation
Plan.                                                               
(17)  The address of our directors and executive officers is c/o General Cable  
  Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753.

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DESCRIPTION OF NEW CREDIT FACILITY, NEW NOTES AND NEW PREFERRED STOCK 

Description of New Senior Secured Revolving Credit Facility                     

 Concurrent with this offering and as described under "Prospectus Supplement
Summary--The Refinancing," our wholly owned subsidiary, General Cable           
Industries, Inc., a Delaware corporation ("Borrower"), will enter into a new    
senior secured revolving credit facility with a syndicate of financial          
institutions, including UBS Securities LLC, as a Joint Lead Arranger, UBS AG    
Stamford Branch, as Administrative Agent and Issuing Bank, UBS Loan Finance     
LLC, as a Lender and Swingline Lender, and Merrill Lynch Capital, a Division    
of Merrill Lynch Business Financial Services Inc., as Collateral Agent, a       
Joint Lead Arranger and a Lender. Set forth below is a summary of the expected  
terms of the new senior secured revolving credit facility. As the final amount  
and terms of the new senior secured revolving credit facility have not been     
agreed upon, the final amount and terms may differ from those set forth herein  
and, in certain cases, such differences may be significant. After the issue     
date we will file with the SEC the new senior secured revolving credit          
facility, which will contain all of such final terms.                           

The new senior secured revolving credit facility provides for up to $240.0
million in borrowings, including a $50.0 million sublimit for the issuance of   
commercial and standby letters of credit and a $10.0 million sublimit for       
swingline loans. Advances under the new senior secured revolving credit         
facility are limited to a borrowing base based upon advance rates for eligible  
accounts receivables, inventory, equipment and owned real estate properties.    
We anticipate that the fixed asset component of the borrowing base will be      
subject to scheduled reductions. Actual advance rates and details of            
eligibility criteria, as well as the levels of collateral that may be included  
in the borrowing base are to be determined after the collateral audit is        
completed and shall be subject to reserves and further revision, from time to   
time, by the Collateral Agent. Under limited circumstances, the facility may    
permit advances in excess of the borrowing base.                                

All borrowings under the new senior secured revolving credit facility are 
subject to the satisfaction of customary conditions, including absence of a     
default and accuracy of representations and warranties.                         

Proceeds of the revolving loan, together with the proceeds from the other 
refinancing transactions, will be used as described under "Use of Proceeds."    
Availability for cash advances under the new senior secured revolving credit    
facility will be reduced by an aggregate of up to $50.0 million of letters of   
credit which could be outstanding under the senior revolving credit facility    
at any time, of which approximately $36.6 million of letters of credit are      
likely to be issued at closing either to support or replace existing letters    
of credit issued pursuant to the existing senior credit facility and            
industrial revenue bond financing. Proceeds of the new senior secured           
revolving credit facility will be used after the closing date of the offering   
to provide financing for general corporate and working capital purposes.        

Collateral and Guarantors                                                 

 Indebtedness under the new senior secured revolving credit facility will be
guaranteed by us and all of our current direct and indirect material            
subsidiaries organized in North America (except Borrower) and material future   
subsidiaries organized in North America and will be secured by a first          
priority security interest in substantially all of our and the guarantors'      
existing and future tangible and intangible property and assets, wherever       
located, including accounts receivable, inventory, equipment, general           
intangibles, insurance policies, intercompany notes, intellectual property,     
investment property, other personal property, owned real property, cash and     
cash proceeds of the foregoing, including a first priority pledge of all of     
the equity interests of the guarantors and 100% (or if a pledge of 100% would   
result in an adverse material tax impact, then 65%) of the equity interests of  
our first-tier foreign subsidiaries, whether now owned or hereafter acquired.   
We presently anticipate that except for our Canadian operating subsidiary no    
foreign subsidiary will be required to guarantee or pledge its assets to        
secure the new senior secured revolving credit facility.                        

Interest and Fees                                                         

The interest rates per annum applicable to loans under the new senior     
secured revolving credit facility will be, at Borrower's option, equal to       
either an alternate base rate or an adjusted LIBOR rate plus an applicable      
margin percentage.                                                              

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The applicable margin percentage will initially be a percentage per annum 
equal to (1) 1.50% for alternate base rate revolving loans and (2) 2.75% for    
adjusted LIBOR rate revolving loans. Beginning approximately six months after   
the closing, the applicable margin percentage under the new senior secured      
revolving credit facility will be subject to adjustments based upon             
consolidated fixed charge coverage ratio.                                       

On the last day of each calendar month, Borrower will be required to pay  
each lender a 0.50% per annum commitment fee in respect of any unused           
commitments of such lender under the new senior secured revolving credit        
facility.                                                                       

Borrower will be required to pay customary fees in connection with the    
issuance of letters of credit.                                                  

Prepayments                                                               

  Subject to exceptions, the new senior secured revolving credit facility will
require mandatory prepayments of the loans in amounts equal to:                 

o 100% of the insurance or condemnation proceeds received in connection   
with a casualty event, condemnation or other loss,                    

o 100% of the net proceeds from issuance of debt securities, and          

o 100% of the net cash proceeds of asset sales or other dispositions.     

Under certain circumstances, such mandatory prepayments will be applied to
reduce the commitments under the new senior secured revolving credit facility.  

  Voluntary prepayments of loans under the new senior secured revolving credit
facility and voluntary reductions of secured revolving loan commitments will    
be permitted, in whole or in part, with prior notice but without premium or     
penalty (except LIBOR breakage costs) in minimum amounts as set forth in the    
credit agreement.                                                               

Restrictive Covenants and Other Matters                                   

 The new senior secured revolving credit facility will require that Borrower
comply on a quarterly basis with certain financial covenants, including a       
minimum fixed charge coverage ratio test and a maximum capital expenditures     
level. In addition, the new senior secured revolving credit facility will       
include negative covenants which, among other things, limit:                    

o dispositions of assets,                                                 

o changes of business and ownership,                                      

o mergers and acquisitions and other business combinations, subject to    
permitted acquisitions,                                               

o dividends and restricted payments,                                      

o indebtedness (including guarantees and other contingent obligations),   

o loans and investments,                                                  

o liens and further negative pledges,                                     

o transaction with affiliates, and                                        

o other matters customarily restricted in such agreements.                

Such covenants will apply to us, certain of our subsidiaries, Borrower and
Borrower's parent. Such negative covenants will be subject to exceptions. We    
will be permitted to declare and pay dividends or distributions on the          
convertible preferred stock so long as there is no default under the new        
senior secured revolving credit facility and we meet certain financial          
conditions. There will be no limitation on dividend payments by the Borrower    
to us to fund interest payments on the notes.                                   

The new senior secured revolving credit facility will contain certain     
customary representations and warranties, affirmative covenants and events of   
default, including payment defaults, breach of representations                  

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and warranties, covenant defaults, cross-defaults to certain indebtedness,      
certain events of bankruptcy and insolvency, certain events under ERISA,        
judgments in excess of specified amounts, actual or asserted failure of any     
guaranty or security document supporting the new senior secured revolving       
credit facility to be in full force and effect and change of control. If such   
an event of default occurs, the lenders under the new senior secured revolving  
credit facility would be entitled to take various actions, including the        
acceleration of amounts outstanding under the new senior secured revolving      
credit facility and all actions permitted to be taken by a secured creditor.    
The representations and warranties and affirmative covenants will apply to us,  
certain of our subsidiaries, Borrower and Borrower's parent.                    

Description of Senior Notes                                                     

 Concurrent with this offering and as described under "Prospectus Supplement
Summary--The Refinancing," we are offering to sell $275 million aggregate       
principal amount of    % senior notes due 2010 in a concurrent private          
placement. The notes will be our senior unsecured obligations and will be       
guaranteed, on a senior unsecured basis, by all of our subsidiaries that will   
guarantee our new senior secured revolving credit facility. The notes will      
mature on       , 2010. There will be no sinking fund payments.                 

  Interest will accrue at the rate of  % per annum and be payable semiannually
in arrears. We may, at our option, after the fourth anniversary of the issue    
date redeem all or part of the outstanding notes. The redemption premium will   
initially equal one-half the coupon on the notes and decline ratably to par on  
the sixth anniversary. In addition, prior to the third anniversary of the       
issue date, we may redeem up to 35% of the original principal amount of notes   
with the net cash proceeds of certain equity offerings, at a redemption         
premium equal to the coupon on the notes. In the event of a change of control   
as defined in the indenture for the notes, we will be required to offer to      
purchase all of the notes for cash at a premium equal to 101%.                  

The indenture for the notes will limit our ability and the ability of our 
restricted subsidiaries to, among other things, (i) make dividends, repurchase  
our stock, prepay subordinated indebtedness and make certain investments;       
(ii) incur indebtedness for borrowed money and issue certain redeemable         
capital stock; (iii) permit dividend and other payment restrictions affecting   
restricted subsidiaries; (iv) incur liens; (v) enter into transactions with     
affiliates; and (vi) enter into sale/leaseback transactions. The covenant       
limiting our ability to pay dividends will permit us to pay dividends on the    
Series A redeemable convertible preferred stock we are concurrently offering    
in a private placement for a period of two years following the issue date, and  
thereafter if certain financial conditions are met.                             

 Certain events will permit the holders of the notes or the trustee on their
behalf to accelerate the maturity of the principal of the notes. These          
include, subject to certain grace periods and dollar thresholds, (i) failure    
to pay interest or principal when due, including upon optional redemption,      
(ii) failure to comply with covenants in the indenture, (iii) failure to pay    
at final maturity, or acceleration of, the principal of other indebtedness;     
(iv) certain judgments against us or our restricted subsidiaries,               
(v) invalidity of any guarantee and (vi) certain events of bankruptcy,          
insolvency or reorganization affecting us or any of our significant             
subsidiaries.                                                                   

This is a summary of the expected terms of the notes. It does not contain 
all of the terms of the notes. The amount and terms of the notes to be issued   
will be determined based on market conditions at the time of issuance and may   
change from those described above, and such changes may be material. After the  
issue date, we will file with the SEC the indenture for the notes, which will   
contain all of the final terms.                                                 

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Description of Series A Redeemable Convertible Preferred Stock                  

 Concurrent with this offering and as described under "Prospectus Supplement
Summary--The Refinancing," we are offering to sell 1,500,000 shares of   %      
Series A redeemable convertible preferred stock in a private placement. The     
initial purchasers will be entitled, at their option, to purchase an            
additional 225,000 shares of convertible preferred stock.                       

  Each share will have a liquidation preference of $50.00 per share. Dividends
will accrue on the convertible preferred stock at the rate of   % per annum     
and will be payable quarterly in arrears on       ,       ,       and           
of each year, starting on       , 2004. Dividends will be payable in cash,      
shares of our common stock or a combination.                                    

Holders of the convertible preferred stock will be entitled to convert any
or all of their shares of convertible preferred stock into shares of our        
common stock, at an initial conversion price of $   per share. The conversion   
price is subject to adjustments under certain circumstances.                    

We will be obligated to redeem all outstanding shares of convertible      
preferred stock on , 2013 at par. We may, at our option, elect to pay the       
redemption price in cash or in shares of our common stock valued at a discount  
of 5% from its market price, or any combination thereof. We will have the option
to redeem some or all of the outstanding shares of convertible preferred stock  
in cash beginning on the fifth anniversary of the issue date. The redemption    
premium will initially equal one-half the dividend rate on the convertible      
preferred stock and decline ratably to par on the date of mandatory redemption. 
In the event of a change of control as defined in the certificate of            
designations for the convertible preferred stock, under certain circumstances,  
we will be required to offer to purchase all of the convertible preferred stock 
at par. This right of holders will be subject to our obligation to repay or     
repurchase any indebtedness required in connection with a change of control and 
to any contractual restrictions then contained in our indebtedness. Our new     
senior secured revolving credit facility will prohibit us from paying, and the  
indenture governing the senior notes will restrict our ability to pay, the      
purchase price of the convertible preferred stock in cash.                      

This is a summary of the expected tems of the convertible preferred stock.
It does not contain all of the terms of the convertible preferred stock. The    
amount and terms of the convertible preferred stock to be issued will be        
determined based on market conditions at the time of issuance and may change    
from those described above, and such changes may be significant. After the      
issue date, we will file with the SEC the certificate of designations of        
Series A redeemable convertible preferred stock, which will contain all such    
final terms.                                                                    

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DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock                                                        

 Our authorized capital stock consists of 75,000,000 shares of common stock,
par value $0.01 per share, and 25,000,000 shares of preferred stock, $0.01 par  
value per share, of which 1,725,000 shares will be designated as Series A       
Redeemable Convertible Preferred Stock prior to the closing of this offering.   
As of October 20, 2003, there were approximately 33,120,132 shares of common    
stock outstanding held of record by 2,266 shareholders and no shares of         
preferred stock outstanding. The following description of our capital stock     
and provisions of our amended and restated certificate of incorporation and     
amended and restated by-laws are only summaries, and we encourage you to        
review complete copies of our amended and restated certificate of               
incorporation and amended and restated by-laws, which we have filed previously  
with the SEC.                                                                   

Common Stock                                                                    

Holders of our common stock are entitled to receive, as, when and if      
declared by our board of directors, dividends and other distributions in cash,  
stock or property from our assets or funds legally available for those          
purposes subject to any dividend preferences that may be attributable to        
preferred stock, if any. Holders of common stock are entitled to one vote for   
each share held of record on all matters on which shareholders may vote.        
Holders of common stock are not entitled to cumulative voting for the election  
of directors. There are no preemptive, conversion, redemption or sinking fund   
provisions applicable to our common stock. All outstanding shares of common     
stock are fully paid and non-assessable. In the event of our liquidation,       
dissolution or winding up, holders of common stock are entitled to share        
ratably in the assets available for distribution, subject to any prior rights   
of any holders of preferred stock, if any, then outstanding.                    

Preferred Stock                                                                 

Our amended and restated certificate of incorporation authorizes our board
of directors, without any vote or action by the holders of common stock, to     
issue up to 25,000,000 shares of preferred stock from time to time in one or    
more series. Our board of directors is authorized to determine the number of    
shares and designation of any additional series of preferred stock and the      
dividend rights, dividend rate, conversion rights and terms, voting rights,     
redemption rights and terms, liquidation preferences, sinking fund terms and    
other rights, preferences, privileges and restrictions of any series of         
preferred stock. Issuances of preferred stock would be subject to the           
applicable rules of the NYSE or other organizations whose systems the stock     
may then be quoted or listed. Depending upon the terms of preferred stock       
established by our board of directors, any or all series of preferred stock     
could have preferences over the common stock with respect to dividends and      
other distributions and upon liquidation. Issuance of any such shares with      
voting powers, or issuance of additional shares of common stock, would dilute   
the voting power of the outstanding common stock.                               

Series A Redeemable Convertible Preferred Stock                               

There are currently no shares of Series A redeemable convertible preferred
stock outstanding. The rights, preferences, privileges and restrictions of the  
Series A redeemable convertible preferred stock are set forth under             
"Description of New Credit Facility, New Notes and New Preferred Stock."        

Certain Provisions of Our Amended and Restated Certificate of Incorporation     
and Amended and Restated By-Laws                                                

Classification of Board of Directors                                          

The amended and restated certificate of incorporation divides our board of
directors into three classes of directors serving staggered three-year terms.   
As a result, approximately one-third of our board of directors will be elected  
each year.                                                                      

We believe that a classified board helps to assure the continuity and     
stability of our board of directors, and our business strategies and policies   
as determined by our board of directors, because a majority of the directors    
at any given time will have prior experience as directors. This provision       
should also help to ensure                                                      

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that our board of directors, if confronted with an unsolicited proposal from a  
third party that has acquired a block of our common stock, will have            
sufficient time to review the proposal, to consider appropriate alternatives    
and to seek the best available result for all shareholders.                     

This provision could prevent a party who acquires control of a majority of
the outstanding common stock from obtaining control of our board of directors   
until the second annual shareholders' meeting following the date the acquiror   
obtains the controlling stock interest and could have the effect of             
discouraging a potential acquiror from making a tender offer or otherwise       
attempting to obtain control of our company and could thus increase the         
likelihood that incumbent directors will retain their positions.                

Number of Directors; Removal; Vacancies                                       

The amended and restated certificate of incorporation and the amended and 
restated by-laws provide that the number of directors shall not be less than    
three nor more than nine and shall be determined from time to time exclusively  
by a vote of a majority of our board of directors then in office. The amended   
and restated certificate of incorporation also provides that our board of       
directors shall have the exclusive right to fill vacancies, including           
vacancies created by expansion of our board of directors. Furthermore, except   
as may be provided in a resolution or resolutions of our board of directors     
providing for any class or series of preferred stock with respect to any        
directors elected by the holders of such class or series, directors may be      
removed by shareholders only for cause and only by the affirmative vote of at   
least 66 2/3% of the voting power of all of the shares of our capital stock     
then entitled to vote generally in the election of directors, voting together   
as a single class. These provisions, in conjunction with the provision of the   
amended and restated certificate of incorporation authorizing our board of      
directors to fill vacant directorships, could prevent shareholders from         
removing incumbent directors without cause and filling the resulting vacancies  
with their own nominees.                                                        

No Shareholder Action by Written Consent; Special Meetings                    

 The amended and restated certificate of incorporation provides that, except
as may be provided in a resolution or resolutions of our board of directors     
providing for any class or series of preferred stock, shareholder action can    
be taken only at an annual or special meeting of shareholders and cannot be     
taken by written consent in lieu of a meeting. The amended and restated         
certificate of incorporation also provides that special meetings of the         
shareholders can only be called pursuant to a resolution approved by a          
majority of our board of directors then in office. Shareholders are not         
permitted to call a special meeting of shareholders.                            

Advance Notice for Raising Business or Making Nominations at Meetings         

The amended and restated by-laws establish an advance notice procedure for
shareholder proposals to be brought before a meeting of our shareholders and    
for nominations by shareholders of candidates for election as directors at an   
annual meeting or a special meeting at which directors are to be elected.       
Subject to any other applicable requirements, including, without limitation,    
Rule 14a-8 under the Exchange Act, only such business may be conducted at a     
meeting of shareholders as has been brought before the meeting by, or at the    
direction of, our board of directors, or by a shareholder who has given to our  
secretary timely written notice, in proper form, of the shareholder's           
intention to bring that business before the meeting. The presiding officer at   
such meeting has the authority to make such determinations. Only persons who    
are nominated by, or at the direction of, our board of directors, or who are    
nominated by a shareholder who has given timely written notice, in proper       
form, to the Secretary prior to a meeting at which directors are to be elected  
will be eligible for election as directors.                                     

To be timely, notice of nominations or other business to be brought before
an annual meeting must be received by our secretary at the principal executive  
office no later than 60 days prior to the date of such annual meeting.          
Similarly, notice of nominations or other business to be brought before a       
special meeting must be delivered to our Secretary at the principal executive   
office no later than the close of business on the 15th day following the day    
on which notice of the date of a special meeting of shareholders was given.     

The notice of any nomination for election as a director must set forth the
name, date of birth, business and residence address of the person or persons    
to be nominated; the business experience during the past five years of such     
person or persons; whether such person or persons are or have ever been at any  
time directors,                                                                 

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officers or owners of 5% or more of any class of capital stock, partnership     
interest or other equity interest of any corporation, partnership or other      
entity; any directorships held by such person or persons in any company with a  
class of securities registered pursuant to Section 12 of the Exchange Act or    
subject to the requirements of Section 15(d) of such Act or any company         
registered as an investment company under the Investment Company Act of 1940,   
as amended; and whether, in the last five years, such person or persons are or  
have been convicted in a criminal proceeding or have 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; and, the consent of each such person to be named in a proxy statement  
as a nominee and to serve as a director if elected. The person submitting the   
notice of nomination, and any person acting in concert with such person, must   
provide their names and business addresses, the name and address under which    
they appear on our books (if they so appear), and the class and number of       
shares of our capital stock that are beneficially owned by them.                

Amendments to By-Laws                                                         

The amended and restated certificate of incorporation provides that our   
board of directors or the holders of at least 66 2/3% of the voting power of    
all shares of our capital stock then entitled to vote generally in the          
election of directors, voting together as a single class, have the power to     
amend or repeal our amended and restated by-laws.                               

Amendment of the Certificate of Incorporation                                 

 Any proposal to amend, alter, change or repeal any provision of the amended
and restated certificate of incorporation, except as may be provided in a       
resolution or resolutions of our board of directors providing for any class or  
series of preferred stock and which relate to such class or series of           
preferred stock, requires approval by the affirmative vote of both a majority   
of the members of our board of directors then in office and a majority vote of  
the voting power of all of the shares of our capital stock entitled to vote     
generally in the election of directors, voting together as a single class.      
Notwithstanding the foregoing, any proposal to amend, alter, change or repeal   
the provisions of the amended and restated certificate of incorporation         
relating to (i) the classification of our board of directors, (ii) removal of   
directors, (iii) the prohibition of shareholder action by written consent or    
shareholder calls for special meetings, (iv) amendment of amended and restated  
by-laws, or (v) amendment of the amended and restated certificate of            
incorporation requires approval by the affirmative vote of 66 2/3% of the       
voting power of all of the shares of our capital stock entitled to vote         
generally in the election of directors, voting together as a single class.      

Preferred Stock and Additional Common Stock                                   

Under the amended and restated certificate of incorporation, our board of 
directors has the authority to provide by board resolution for the issuance of  
shares of one or more series of preferred stock. Our board of directors is      
authorized to fix by resolution the terms and conditions of each such other     
series.                                                                         

We believe that the availability of our preferred stock, in each case     
issuable in series, and additional shares of common stock could facilitate      
certain financings and acquisitions and provide a means for meeting other       
corporate needs which might arise. The authorized shares of our preferred       
stock, as well as authorized but unissued shares of common stock will be        
available for issuance without further action by our shareholders, unless       
shareholder action is required by applicable law or the rules of any stock      
exchange on which any series of our capital stock may then be listed.           

These provisions give our board of directors the power to approve the     
issuance of a series of preferred stock, or an additional series of common      
stock, that could, depending on its terms, either impede or facilitate the      
completion of a merger, tender offer or other takeover attempt. For example,    
the issuance of new shares of preferred stock might impede a business           
combination if the terms of those shares include voting rights which would      
enable a holder to block business combinations; the issuance of new shares      
might facilitate a business combination if those shares have general voting     
rights sufficient to cause an applicable percentage vote requirement to be      
satisfied.                                                                      

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Delaware Business Combination Statute                                         

 Certain provisions in our amended and restated certificate of incorporation
and amended and restated by-laws and of Delaware law could make it harder for   
someone to acquire us through a tender offer, proxy contest or otherwise. We    
are governed by the provisions of Section 203 of the Delaware General           
Corporate Law, which defines a person who owns (or within three years, did      
own) 15% or more of a company's voting stock as an "interested stockholder."    
Section 203 prohibits a public Delaware corporation from engaging in a          
business combination with an interested shareholder for a period commencing     
three years from the date in which the person became an interested              
shareholder, unless:                                                            

o the board of directors approved the transaction which resulted in the   
shareholder becoming an interested shareholder;                       

o upon consummation of the transaction which resulted in the shareholder  
becoming an interested shareholder, the interested shareholder owns at
  least 85% of the voting stock of the corporation (excluding shares owned
by officers, directors, or certain employee stock purchase plans); or 

o at or subsequent to the time the transaction is approved by the board of
directors, there is an affirmative vote of at least 66 2/3% of the    
outstanding voting stock approving the transaction.                   

Section 203 could prohibit or delay mergers or other takeover attempts    
against us, and accordingly, may discourage attempts to acquire us through      
tender offer, proxy contest or otherwise.                                       

Transfer Agent and Registrar                                                    

The transfer agent and registrar for our common stock is ChaseMellon      
Shareholder Services, LLC, OverPeck Centre, 85 Challenger Road, Ridgefield      
Park, New Jersey 07660, and its telephone number at this location is (201)      
296-4000.                                                                       

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

General                                                                         

The following discussion summarizes the material U.S. federal income tax  
consequences of the purchase, ownership, and disposition of our common stock.   
The discussion is included for general information only and may not be          
applicable depending upon a holder's particular situation.                      

 This summary is based upon the provisions of the Code, the final, temporary
and proposed Treasury Regulations promulgated thereunder, and administrative    
pronouncements and rulings and judicial decisions, as they currently exist as   
of the date of this prospectus supplement, all of which are subject to change   
(possibly with retroactive effect) or different interpretations.                

Unless otherwise stated, this summary deals only with common stock held as
capital assets (within the meaning of section 1221 of the Code) by holders who  
purchase the common stock for cash in this offering.                            

 This summary does not purport to address all aspects of U.S. federal income
taxation that may be relevant to an investor's decision to purchase the common  
stock, nor, except as expressly provided below, any tax consequences arising    
under other federal tax laws (e.g. estate and gift tax) or under the laws of    
any state, local or foreign jurisdiction. This summary is not intended to be    
applicable to special categories of investors, such as dealers in securities,   
banks, insurance companies, real estate investment trusts, regulated            
investment companies, tax-exempt organizations, U.S. expatriates, persons that  
hold the common stock as part of a straddle or conversion transaction,          
partnerships or other pass-through entities that purchase, own or dispose of    
our common stock, and holders subject to the alternative minimum tax.           

Each investor is urged to consult his tax advisor as to the particular tax
consequences of purchasing, owning and disposing of our common stock,           
including the application and effect of U.S. federal, state, local and foreign  
tax laws.                                                                       

Tax Considerations for U.S. Holders                                             

U.S. Holders                                                                  

As used herein, the term "U.S. holder" means a holder of common stock that
for U.S. federal income tax purposes is any of the following:                   

o An individual who is a citizen or resident of the U.S.;                 

o A corporation or other entity treated as a corporation created or       
organized in or under the laws of the U.S. or of any political        
subdivision thereof or therein;                                       

 o An estate, the income of which is subject to U.S. federal income taxation
regardless of its source; or                                          

o A trust that either is subject to the supervision of a court within the 
   U.S. and which has one or more U.S. persons with authority to control all
   substantial decisions, or has a valid election in effect under applicable
U.S. Treasury Regulations to be treated as a U.S. person.             

Distributions                                                                 

The amount of any distribution with respect to our common stock will      
generally be treated as a dividend, taxable as ordinary income to the U.S.      
holder, to the extent of our current or accumulated earnings and profits as     
determined under U.S. federal income tax principles. Distributions in excess    
of our current and accumulated earnings and profits are applied against and     
reduce the U.S. holder's tax basis in our common stock. Amounts in excess of    
the U.S. holder's tax basis are treated as capital gain. For the tax years      
2003 through 2008, non-corporate U.S. holders generally should qualify for a    
maximum tax rate of 15% with respect to dividend income provided the U.S.       
holder satisfies holding period and other applicable requirements.              

Generally, a dividend distribution to a corporate U.S. holder will qualify
for a 70% dividends-received deduction if the U.S. holder owns less than 20%    
of the voting power or value of our stock. However, section                     

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246(c) of the Code disallows the dividends-received deduction in its entirety   
if the U.S. holder does not satisfy the applicable minimum holding period       
required for the stock for a period immediately before or immediately after     
such holder becomes entitled to receive each dividend on the stock. The length  
of time that a corporate U.S. holder is deemed to have held the stock for       
these purposes is reduced for periods during which the U.S. holder's risk of    
loss with respect to the stock is diminished by reason of the existence of      
certain options, contracts to sell, short sales or other similar transactions.  
Section 246A of the Code reduces the amount of the dividends-received           
deduction for a corporate U.S. holder that has incurred indebtedness directly   
attributable to its investment in the common stock.                             

Sale, Exchange or Other Disposition                                           

A U.S. holder of common stock will generally recognize gain or loss on the
sale, exchange or other taxable disposition of common stock in an amount equal  
to the difference between the proceeds of such sale, exchange or other          
disposition and such holder's tax basis in such stock (generally the purchase   
price paid by the U.S. holder). This gain or loss will be long-term gain or     
loss if the U.S. holder's holding period for the common stock is more than one  
year. The deductibility of losses may be limited. Non-corporate U.S. holders    
generally should qualify for a maximum tax rate of 15% with respect to long-    
term capital gain (20% for tax years after 2008).                               

Backup Withholding and Information Reporting                                  

Information reporting requirements generally will apply to certain U.S.   
holders with respect to dividends paid on, or, under certain circumstances,     
the proceeds of a sale, exchange or other disposition of, common stock. Under   
the Code and applicable Treasury Regulations, a U.S. holder of common stock     
may be subject to backup withholding at a 28% rate with respect to dividends    
paid on, or the proceeds of a sale, exchange or disposition of, common stock    
unless such holder (a) is a corporation or comes within certain other exempt    
categories and, when required demonstrates this fact in the manner required,    
or (b) within a reasonable period of time, provides a correct taxpayer          
identification number, certifies that it is not subject to backup withholding   
and otherwise complies with applicable requirements of the backup withholding   
rules. The amount of any backup withholding from a payment to a U.S. holder     
will be allowed as a credit against the U.S. holder's U.S. federal income tax   
liability (and may entitle the U.S. holder to a refund) provided that the       
required information is furnished to the Internal Revenue Service.              

Tax Considerations for Non-U.S. Holders                                         

Non-U.S. Holders                                                              

  As used herein, the term Non-U.S. holder means a holder of common stock that
is, for U.S. federal income tax purposes, a nonresident alien or a              
corporation, trust or estate that is not a U.S. holder.                         

Distributions                                                                 

Distributions that are dividends as described above generally will be     
subject to withholding of U.S. Federal income tax at a 30% rate (or at such     
lower rate that an applicable income tax treaty may specify). However,          
dividends that are effectively connected with a Non-U.S. holder's conduct of a  
trade or business in the U.S. are generally subject to U.S. federal income tax  
on a net income basis at regular graduated income tax rates (unless an          
applicable income tax treaty provides otherwise), but are not generally         
subject to the 30% withholding tax if the Non-U.S. holder files an IRS Form W-  
8ECI (or successor form) with the withholding agent. In addition, if a Non-     
U.S. holder receiving effectively connected dividends is a foreign              
corporation, such Non-U.S. holder may also be subject to the branch profits     
tax equal to 30% of its "effectively connected earnings and profits" as         
defined in the Code unless such Non-U.S. holder qualifies for a lower rate or   
an exemption under an applicable income tax treaty.                             

A Non-U.S. holder that claims the benefit of an income tax treaty rate    
generally will be required to satisfy applicable certification and other        
requirements, including filing an IRS Form W-8BEN (or successor form) with the  
withholding agent. In addition, a Non-U.S. holder that claims the benefit of    
an income tax treaty rate may be required, in certain instances, to obtain a    
U.S. taxpayer identification number.                                            

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Payments made through certain foreign intermediaries may be subject to    
additional rules.                                                               

Sale, Exchange or Other Disposition                                           

A Non-U.S. holder generally will not be subject to U.S. federal income tax
or withholding tax on the sale, exchange or other taxable disposition of        
common stock unless:                                                            

(1) the gain is effectively connected with a U.S. trade or business of the
Non-U.S. holder;                                                                

 (2) the Non-U.S. holder is an individual who is present in the U.S. for 183
or more days in the taxable year of the disposition and meets other             
requirements; or                                                                

 (3) we are or have been a "United States real property holding corporation"
(a "USRPHC") for U.S. federal income tax purposes at any time during the        
shorter of the five-year period ending on the date of the sale or other         
disposition and the Non-U.S. holder's holding period (the shorter period        
hereinafter referred to as the "lookback period"); provided that if our common  
stock is regularly traded on an established securities market, this rule        
generally will not cause any gain on the common stock to be taxable unless the  
Non-U.S. holder owned more than 5% of our common stock at some time during the  
lookback period. We do not believe that we currently are a USRPHC and do not    
currently expect to become one in the future. However, we could become a        
USRPHC as a result of future changes in assets or operations.                   

  If a Non-U.S. holder falls under clause (1) above, such holder will be taxed
on the net gain derived from a disposition under regular graduated U.S.         
Federal income tax rates (unless an applicable income tax treaty provides       
otherwise), and if such holder is a corporation, may also be subject to the     
branch profits tax equal to 30% of its "effectively connected earnings and      
profits" as defined in the Code (unless an applicable income tax treaty         
provides otherwise).                                                            

If a Non-U.S. holder falls under clause (2) above, such holder may be     
subject to a flat 30% tax on the gain derived from the disposition.             

If a Non-U.S. holder falls under clause (3) above, such holder generally  
will be taxed in the same manner described in clause (1), except the branch     
profits tax will not apply.                                                     

U.S. Federal Estate Tax                                                       

Common stock that is owned or treated as owned by an individual who is a  
Non-U.S. holder at the time of death will be included in the individual's       
gross estate for U.S. federal estate tax purposes and may be subject to U.S.    
federal estate tax, unless an applicable estate tax treaty provides otherwise.  

Information Reporting and Backup Withholding                                  

 A Non-U.S. holder of common stock that fails to certify its Non-U.S. holder
status under applicable U.S. Treasury Regulations or otherwise fails to         
establish an exemption under applicable U.S. Treasury Regulations may be        
subject to information reporting and backup withholding at a rate of 28% on     
payments of dividends and the proceeds from the sale, exchange or other         
disposition of common stock.                                                    

 Any amounts withheld under the backup withholding rules will be refunded or
credited against the Non-U.S. holder's U.S. federal income tax liability, if    
any, if the Non-U.S. holder provides the required information to the Internal   
Revenue Service.                                                                

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UNDERWRITING

We and the underwriters for this offering named below have entered into an
underwriting agreement concerning the common stock being offered. Subject to    
conditions, each underwriter has severally agreed to purchase the number of     
shares indicated in the following table. Merrill Lynch, Pierce, Fenner & Smith  
Incorporated and UBS Securities LLC are the joint book-running managers of      
this offering and are acting as the representatives of the underwriters.        

                                                                [Download Table]

Underwriters                                                    Number of Shares
------------                                                    ----------------
                                                                                
Merrill Lynch, Pierce, Fenner & Smith                                           
            Incorporated ....................................                   
UBS Securities LLC ..........................................                   
                                                                    ---------   
   Total ....................................................       5,050,000   
                                                                    =========   

 If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have a 30-day option to purchase up to an         
additional 757,500 shares from us at the public offering price, less the        
underwriting discounts and commission to cover these sales. If any shares are   
purchased under this option, the underwriters will severally purchase shares    
in approximately the same proportion as set forth in the table above.           

  The following table shows the per share and total underwriting discounts and
commissions we will pay to the underwriters. These amounts are shown assuming   
both no exercise and full exercise of the underwriters' option to purchase up   
to 757,500 additional shares.                                                   

                                                                [Download Table]

                                                     No exercise   Full exercise
                                                     -----------   -------------
                                                                                
Per share .......................................      $              $         
Total ...........................................      $              $         

We estimate that the total offering expenses we will pay, excluding       
underwriting discounts and commissions, will be approximately $    .            

Shares sold by the underwriters to the public will initially be offered at
the public offering price set forth on the cover of this prospectus             
supplement. Any shares sold by the underwriters to securities dealers may be    
sold at a discount of up to $   per share from the public offering price. Any   
of these securities dealers may resell any shares purchased from the            
underwriters to other brokers or dealers at a discount of up to $    per share  
from the public offering price. If all the shares are not sold at the public    
offering price, the representatives of the underwriters may change the          
offering price and the other selling terms.                                     

We and each of our directors and executive officers have agreed with the  
underwriters not to, directly or indirectly, offer, pledge, sell, hedge,        
contract to sell, purchase or sell any option or contract to purchase or sell,  
or otherwise transfer or dispose of or file any registration statement under    
the Securities Act with respect to any shares of our common stock or any        
securities convertible into or exercisable or exchangeable for our common       
stock or enter into any other agreement or any transaction that transfers, in   
whole or in part, directly or indirectly, the economic consequence of           
ownership of the common stock during the period from the date of this           
prospectus supplement continuing through the date 90 days after the date of     
this prospectus supplement, subject to certain permitted exceptions, without    
the prior written consent of Merrill Lynch, Pierce, Fenner & Smith              
Incorporated and UBS Securities LLC.                                            

In connection with this offering certain of the underwriters or securities
dealers may distribute prospectuses electronically.                             

Our common stock is currently listed on the New York Stock Exchange under 
the symbol "BGC."                                                               

  In connection with this offering, the underwriters may purchase and sell our
common stock in the open market. These transactions may include stabilizing     
transactions, short sales and purchases to cover positions created by short     
sales. Stabilizing transactions consist of bids or purchases made for the       
purpose of preventing or retarding a decline in the market price of our common  
stock while the offering is in progress. These transactions may also include    
the short sales and purchases to cover positions created by short sales. Short  

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sales involve the sale by the underwriters of a number of shares greater than   
that which the underwriters are required to purchase in the offering. Short     
sales may be either "covered short sales" or "naked short sales." Covered       
short sales are sales made in an amount not greater than the underwriters'      
over-allotment option to purchase additional shares in this offering. The       
underwriters may close out any covered short position by either exercising      
their over-allotment option or purchasing shares in the open market. In         
determining the sources of shares to close out a covered short position, the    
underwriters will consider, among other things, the price of shares available   
for purchase in the open market as compared to the price at which they may      
purchase shares through the over-allotment option. Naked short sales are sales  
in excess of the over-allotment option. The underwriters must close out any     
naked short position by purchasing shares in the open market. A naked short     
position is more likely to be created if the underwriters are concerned that    
there may be downward pressure on the price of the shares in the open market    
after pricing that could adversely affect investors who purchase in the         
offering.                                                                       

  The underwriters also may impose a penalty bid. This ocurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount   
received by it because the representatives of the underwriters have             
repurchased shares sold by or for the account of that underwriter in            
stabilizing or short-covering transactions.                                     

These activities by the underwriters may stabilize, maintain or otherwise 
affect the market price of our common stock. As a result, the price of our      
common stock may be higher than the price that otherwise might exist in the     
open market. If these activities are commenced, they may be discontinued by     
the underwriters at any time in their sole discretion. These transaction may    
be effected on the New York Stock Exchange or otherwise.                        

We have agreed to indemnify the underwriters against some liabilities,    
including liabilities under the Securities Act of 1933, as amended, and to      
contribute to payments that the underwriters may be required to make in         
respect thereof.                                                                

 In the ordinary course of their respective businesses, the underwriters and
certain of their affiliates have in the past and may in the future engage in    
investment and commercial banking or other transactions of a financial nature   
with us or our affiliates, including the provision of certain advisory          
services and the making of loans to us and our affiliates. Affiliates of the    
underwriters will be lenders under our new senior secured revolving credit      
facility, will act as initial purchasers and underwriters, as applicable, in    
connection with the concurrent offerings of our Series A redeemable             
convertible preferred stock and our senior notes.                               

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LEGAL MATTERS 

The legality of the common stock will be passed upon by Blank Rome LLP,   
Philadelphia, Pennsylvania. Cahill Gordon & Reindel LLP, New York, New York     
will pass on certain legal matters for the underwriters.                        

INDEPENDENT AUDITORS

The consolidated financial statements as of December 31, 2002 and 2001 and
for the three years ended December 31, 2002, included herein have been audited  
by Deloitte & Touche LLP, independent auditors, as stated in their report       
(which report expresses an unqualified opinion and includes an explanatory      
paragraph referring to a change in our method of accounting for certain         
inventory) appearing herein.                                                    

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Independent Auditors' Report ............................................    F-2
Consolidated Statements of Operations for the Years Ended December 31,          
  2002, 2001 and 2000....................................................    F-3
Consolidated Balance Sheets at December 31, 2002 and 2001 ...............    F-4
Consolidated Statements of Cash Flows for the Years Ended December 31,          
  2002, 2001 and 2000....................................................    F-5
Consolidated Statements of Changes in Shareholders' Equity for the Years        
  Ended December 31, 2002, 2001 and 2000.................................    F-6
Notes to Audited Consolidated Financial Statements ......................    F-7
Consolidated Statements of Operations for the Three Months Ended and            
  Nine Months Ended September 30, 2003 and 2002..........................   F-41
Consolidated Balance Sheets at September 30, 2003 and December 31, 2002 .   F-42
Consolidated Statements of Cash Flows for the Nine Months Ended                 
  September 30, 2003 and 2002............................................   F-43
Consolidated Statements of Changes in Shareholders' Equity for the Nine         
  Months Ended September 30, 2003 and 2002...............................   F-44
Notes to Unaudited Consolidated Financial Statements ....................   F-45

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REPORT OF INDEPENDENT ACCOUNTANTS 

General Cable Corporation:                                                      

We have audited the accompanying consolidated balance sheets of General   
Cable Corporation and subsidiaries as of December 31, 2002 and 2001, and the    
related consolidated statements of operations, changes in shareholders' equity  
and cash flows for each of the three years in the period ended December 31,     
2002. These consolidated financial statements are the responsibility of the     
Company's management. Our responsibility is to express an opinion on the        
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 consolidated financial statements present fairly, in 
all material respects, the financial position of General Cable Corporation and  
subsidiaries as of December 31, 2002 and 2001, and the results of their         
operations and their cash flows for each of the three years in the period       
ended December 31, 2002, in conformity with accounting principles generally     
accepted in the United States of America.                                       

 As discussed in Note 2 to the financial statements, the Company changed its
method of accounting for its non-North American metals inventory from the       
first-in first-out (FIFO) method to the last-in first-out method (LIFO)         
effective January 1, 2001. Also as discussed in Note 2 to the financial         
statements, the Company changed its accounting for its North American non-      
metals inventory from the first-in, first-out (FIFO) method to the last-in,     
first-out (LIFO) method effective January 1, 2000.                              

/s/ DELOITTE & TOUCHE LLP                                                       

Cincinnati, Ohio                                                                
January 29, 2003 (November 4, 2003 as to Note 25)                               

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 
(in millions, except per share data)

                                                        [Enlarge/Download Table]

                                                                                                     Year Ended December 31,     
                                                                                                 ------------------------------- 
                                                                                                   2002        2001       2000   
                                                                                                 --------    --------   -------- 
                                                                                                                                 
Net sales....................................................................................... $1,453.9    $1,651.4   $2,162.1 
Cost of sales...................................................................................  1,287.3     1,410.7    1,870.4 
                                                                                                 --------    --------   -------- 
Gross profit....................................................................................    166.6       240.7      291.7 
Selling, general and administrative expenses....................................................    150.9       136.4      257.6 
                                                                                                 --------    --------   -------- 
Operating income................................................................................     15.7       104.3       34.1 
Other income....................................................................................       --         8.1         -- 
Interest income (expense):......................................................................                                 
 Interest expense...............................................................................    (43.5)      (45.6)     (62.3)
 Interest income................................................................................      0.9         1.7        2.5 
 Other financial costs..........................................................................     (1.1)      (10.4)      (3.3)
                                                                                                 --------    --------   -------- 
                                                                                                    (43.7)      (54.3)     (63.1)
                                                                                                 --------    --------   -------- 
Income (loss) from continuing operations before income taxes....................................    (28.0)       58.1      (29.0)
Income tax (provision) benefit..................................................................      9.9       (20.6)      10.3 
                                                                                                 --------    --------   -------- 
Income (loss) from continuing operations........................................................    (18.1)       37.5      (18.7)
Loss from operations of discontinued operations (net of tax)....................................       --        (6.8)      (7.7)
Loss on disposal of discontinued operations (net of tax)........................................     (5.9)      (32.7)        -- 
                                                                                                 --------    --------   -------- 
   Net loss..................................................................................... $  (24.0)   $   (2.0)  $  (26.4)
                                                                                                 ========    ========   ======== 
EPS of Continuing Operations                                                                                                     
----------------------------                                                                                                     
Earnings (loss) per common share................................................................ $  (0.55)   $   1.14   $  (0.56)
                                                                                                 ========    ========   ======== 
Weighted average common shares..................................................................     33.0        32.8       33.6 
                                                                                                 ========    ========   ======== 
Earnings (loss) per common share-assuming dilution.............................................. $  (0.55)   $   1.13   $  (0.56)
                                                                                                 ========    ========   ======== 
Weighted average common shares-assuming dilution................................................     33.0        33.1       33.6 
                                                                                                 ========    ========   ======== 
EPS of Discontinued Operations                                                                                                   
------------------------------                                                                                                   
Loss per common share........................................................................... $  (0.18)   $  (1.20)  $  (0.23)
                                                                                                 ========    ========   ======== 
Loss per common share-assuming dilution......................................................... $  (0.18)   $  (1.19)  $  (0.23)
                                                                                                 ========    ========   ======== 
EPS of Total Company                                                                                                             
--------------------                                                                                                             
Loss per common share........................................................................... $  (0.73)   $  (0.06)  $  (0.79)
                                                                                                 ========    ========   ======== 
Loss per common share-assuming dilution......................................................... $  (0.73)   $  (0.06)  $  (0.79)
                                                                                                 ========    ========   ======== 

See accompanying Notes to Consolidated Financial Statements.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 
(in millions, except share data)

                                                                [Download Table]

                                                              December 31,    
                                                            ----------------- 
                                                             2002      2001   
                                                            ------   -------- 
                                                                              
Assets                                                                        
Current Assets:                                                               
 Cash ..................................................... $ 29.1   $   16.6 
 Receivables, net of allowances of $11.6 million in 2002                      
   and $11.4 million in 2001...............................  105.9      105.8 
 Retained interest in accounts receivable .................   84.8       83.1 
 Inventories ..............................................  258.3      315.4 
 Deferred income taxes ....................................   12.2       27.5 
 Prepaid expenses and other ...............................   42.6       23.9 
                                                            ------   -------- 
   Total current assets....................................  532.9      572.3 
Property, plant and equipment, net ........................  323.3      320.9 
Deferred income taxes .....................................   68.3       65.0 
Other non-current assets ..................................   48.8       47.1 
                                                            ------   -------- 
   Total assets............................................ $973.3   $1,005.3 
                                                            ======   ======== 
Liabilities and Shareholders' Equity                                          
Current Liabilities:                                                          
 Accounts payable ......................................... $242.1   $  249.4 
 Accrued liabilities ......................................   99.2      113.6 
 Current portion of long-term debt ........................   40.8       39.4 
                                                            ------   -------- 
   Total current liabilities...............................  382.1      402.4 
Long-term debt ............................................  411.1      421.0 
Deferred income taxes .....................................    2.1        2.9 
Other liabilities .........................................  117.1       74.1 
                                                            ------   -------- 
   Total liabilities.......................................  912.4      900.4 
                                                            ------   -------- 
Shareholders' Equity:                                                         
 Common stock, $0.01 par value:                                               
   Issued and outstanding shares:                                             
   2002 - 33,135,002 (net of 4,754,425 treasury shares)                       
   2001 - 32,838,227 (net of 4,745,425 treasury shares)....    0.4        0.4 
 Additional paid-in capital ...............................  100.0       96.4 
 Treasury stock ...........................................  (50.0)     (50.0)
 Retained earnings ........................................   59.9       88.9 
 Accumulated other comprehensive loss .....................  (44.6)     (25.7)
 Other shareholders' equity ...............................   (4.8)      (5.1)
                                                            ------   -------- 
   Total shareholders' equity..............................   60.9      104.9 
                                                            ------   -------- 
    Total liabilities and shareholders' equity ............ $973.3   $1,005.3 
                                                            ======   ======== 

See accompanying Notes to Consolidated Financial Statements.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                                       Year Ended December 31,   
                                                                                                      2002      2001       2000  
                                                                                                     ------    -------   ------- 
                                                                                                                                 
Cash flows of operating activities:                                                                                              
 Net loss........................................................................................... $(24.0)   $  (2.0)  $ (26.4)
 Adjustments to reconcile net loss to net cash provided by operating activities:                                                 
   Depreciation and amortization....................................................................   30.6       35.0      56.0 
   Foreign currency translation adjustment..........................................................     --       (8.5)       -- 
   Deferred income taxes............................................................................   14.4      (16.7)     (0.8)
   (Gain) loss on sale of businesses................................................................    1.7      (18.3)       -- 
   Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:                                  
    Sale of receivables, net of transaction costs paid at closing...................................     --      145.0        -- 
    (Increase) decrease in receivables..............................................................   15.1       16.6     (34.0)
    (Increase) decrease in inventories..............................................................   61.5       37.3     (52.1)
    (Increase) decrease in other assets.............................................................   (8.0)       3.9      (0.3)
    Increase (decrease) in accounts payable, accrued and other liabilities..........................  (34.0)    (109.1)     73.7 
                                                                                                     ------    -------   ------- 
Net cash flows of operating activities..............................................................   57.3       83.2      16.1 
                                                                                                     ------    -------   ------- 
Cash flows of investing activities:                                                                                              
 Capital expenditures...............................................................................  (31.4)     (54.9)    (56.0)
 Acquisitions, net of cash acquired.................................................................     --         --     (19.0)
 Proceeds from sale of businesses, net of cash sold.................................................    1.7      141.8     158.1 
 Proceeds from properties sold......................................................................    1.6        6.7       0.8 
 Other, net.........................................................................................   (0.5)      (1.7)     (1.0)
                                                                                                     ------    -------   ------- 
   Net cash flows of investing activities...........................................................  (28.6)      91.9      82.9 
                                                                                                     ------    -------   ------- 
Cash flows of financing activities:                                                                                              
 Dividends paid.....................................................................................   (5.0)      (6.6)     (6.7)
 Net change in revolving credit borrowings..........................................................   (2.2)      33.2      47.2 
 Net change in other debt...........................................................................    4.0        3.2     (14.1)
 Issuance of long-term debt.........................................................................     --         --       7.4 
 Repayment of long-term debt........................................................................  (15.4)    (209.4)   (139.5)
 Acquisition of treasury stock......................................................................     --       (2.2)    (10.1)
 Proceeds from exercise of stock options............................................................    2.4        2.1        -- 
                                                                                                     ------    -------   ------- 
   Net cash flows of financing activities...........................................................  (16.2)    (179.7)   (115.8)
                                                                                                     ------    -------   ------- 
Increase (decrease) in cash.........................................................................   12.5       (4.6)    (16.8)
Cash - beginning of period..........................................................................   16.6       21.2      38.0 
                                                                                                     ------    -------   ------- 
Cash - end of period................................................................................ $ 29.1    $  16.6   $  21.2 
                                                                                                     ======    =======   ======= 
Supplemental Information                                                                                                         
 Income taxes paid, net of (refunds)................................................................ $(27.0)   $   6.2   $   7.8 
                                                                                                     ======    =======   ======= 
 Interest paid...................................................................................... $ 44.1    $  58.3   $  70.7 
                                                                                                     ======    =======   ======= 

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in millions, except share amounts) 

                                                        [Enlarge/Download Table]

                                                                                     Accumulated                         
                                  Common Stock      Additional                          Other          Other             
                               -------------------    Paid-In   Treasury  Retained  Comprehensive  Shareholders'         
                                Shares      Amount    Capital    Stock    Earnings   Income(Loss)     Equity       Total 
                              ----------    ------  ----------  --------  --------  -------------  -------------  ------ 
                                                                                                                         
Balance, December 31, 1999 .. 33,999,633     $0.4     $ 90.5     $(37.7)   $130.6       $  1.6         $(8.1)     $177.3 
 Comprehensive loss:                                                                                                     
   Net loss..................                                               (26.4)                                 (26.4)
   Foreign currency                                                                                                      
    translation adjustment ..                                                             (9.0)                     (9.0)
                                                                                                                  ------ 
 Comprehensive loss .........                                                                                      (35.4)
 Dividends ..................                                                (6.7)                                  (6.7)
 Purchase of treasury shares  (1,370,225)                         (10.1)                                           (10.1)
 Issuance of restricted                                                                                                  
   stock ....................      9,257                 0.1                                            (0.1)         -- 
 Amortization of restricted                                                                                              
   stock and other ..........                            1.1                                             2.0         3.1 
 Other ......................     10,634                (0.3)                                            0.6         0.3 
                              ----------     ----     ------     ------    ------       ------         -----      ------ 
Balance, December 31, 2000 .. 32,649,299      0.4       91.4      (47.8)     97.5         (7.4)         (5.6)      128.5 
 Comprehensive loss:                                                                                                     
   Net loss..................                                                (2.0)                                  (2.0)
   Foreign currency                                                                                                      
    translation                                                                                                          
    adjustment ..............                                                            (12.9)                    (12.9)
   Loss on change in fair                                                                                                
    value of financial                                                                                                   
    instruments, net of tax .                                                             (3.7)                     (3.7)
   Pension adjustments, net                                                                                              
    of tax ..................                                                             (1.4)                     (1.4)
   Unrealized investment                                                                                                 
    losses ..................                                                             (0.3)                     (0.3)
                                                                                                                  ------ 
 Comprehensive loss .........                                                                                      (20.3)
 Dividends ..................                                                (6.6)                                  (6.6)
 Purchase of treasury shares    (354,800)                          (2.2)                                            (2.2)
 Issuance of restricted                                                                                                  
  stock......................    357,500                 2.7                                            (2.7)         -- 
 Amortization of restricted                                                                                              
   stock and other ..........                            0.2                                             2.1         2.3 
 Exercise of stock options ..    183,876                 2.1                                                         2.1 
 Other ......................      2,352                                                                 1.1         1.1 
                              ----------     ----     ------     ------    ------       ------         -----      ------ 
Balance, December 31, 2001 .. 32,838,227      0.4       96.4      (50.0)     88.9        (25.7)         (5.1)      104.9 
 Comprehensive loss:                                                                                                     
   Net loss..................                                               (24.0)                                 (24.0)
   Foreign currency                                                                                                      
    translation adjustment ..                                                             11.2                      11.2 
   Loss on change in fair                                                                                                
    value of financial                                                                                                   
    instruments, net of tax .                                                             (0.5)                     (0.5)
   Pension adjustments, net                                                                                              
    of tax ..................                                                            (29.2)                    (29.2)
   Unrealized investment                                                                                                 
    losses ..................                                                             (0.4)                     (0.4)
                                                                                                                  ------ 
 Comprehensive loss .........                                                                                      (42.9)
 Dividends ..................                                                (5.0)                                  (5.0)
 Amortization of restricted                                                                                              
   stock and other ..........                            0.9                                             0.1         1.0 
 Exercise of stock options ..    265,359                 2.4                                                         2.4 
 Other ......................     31,416                 0.3                                             0.2         0.5 
                              ----------     ----     ------     ------    ------       ------         -----      ------ 
Balance, December 31, 2002 .. 33,135,002     $0.4     $100.0     $(50.0)   $ 59.9       $(44.6)        $(4.8)     $ 60.9 
                              ==========     ====     ======     ======    ======       ======         =====      ====== 

See accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General                                                                      

General Cable Corporation and subsidiaries (General Cable), are engaged in
the development, design, manufacture, marketing and distribution of copper,     
aluminum and fiber optic wire and cable products for the energy, industrial     
and specialty and communications markets. As of December 31, 2002, General      
Cable operated 28 manufacturing facilities in eight countries and two regional  
distribution centers in North America in addition to the corporate              
headquarters in Highland Heights, Kentucky.                                     

2. Summary of Accounting Policies                                               

Principles of Consolidation                                                     

 The consolidated financial statements include the accounts of General Cable
Corporation and its wholly-owned subsidiaries. Investments in 50% or less       
owned joint ventures are accounted for under the equity method of accounting.   
Other non-current assets included an investment in a joint venture of           
$3.8 million at December 31, 2002. All transactions and balances among the      
consolidated companies have been eliminated. Certain reclassifications have     
been made to the prior year to conform to the current year's presentation.      

Revenue Recognition                                                             

Revenue is recognized when goods are shipped and title passes to the      
customer.                                                                       

Earnings (Loss) Per Share                                                       

Earnings (loss) per common share and earnings (loss) per common share-    
assuming dilution are computed based on the weighted average number of common   
shares outstanding. Earnings per common share-assuming dilution are computed    
based on the weighted average number of common shares outstanding and the       
dilutive effect of stock options and restricted stock units outstanding.        

Inventories                                                                     

Inventories are stated at the lower of cost or market value. The Company  
determines whether a lower of cost or market provision is required on a         
quarterly basis by computing whether inventory on hand, on a last-in first-out  
(LIFO) basis, can be sold at a profit based upon current selling prices less    
variable selling costs. No provision was required in 2002 or 2001. In the       
event that a provision is required in some future period, the Company will      
determine the amount of the provision by writing down the value of the          
inventory to the level where its sales, using current selling prices less       
variable selling costs, will result in a profit.                                

General Cable values all its North American inventories and its non-North 
American metal inventories using the LIFO method and all remaining inventories  
using the first-in first-out (FIFO) method. As of January 1, 2001, General      
Cable changed its accounting method for its non-North American metal            
inventories from the FIFO method to the LIFO method. The impact of the change   
was an increase in operating income of $4.1 million, or $0.08 of earnings per   
share, on both a basic and a diluted basis during 2001. The Company believes    
that the change to the LIFO accounting method for its non-North American metal  
inventories more accurately reflects the impact of volatile raw material        
prices and conforms the accounting for all metal inventories. Because the       
December 31, 2000 non-North American metal inventories valued at FIFO is the    
opening LIFO inventory, there is neither a cumulative effect to January 1,      
2001 nor proforma amounts of retroactively applying the change to LIFO. As of   
January 1, 2000, General Cable changed its accounting method for its North      
American non-metal inventories from the FIFO method to the LIFO method. The     
impact of the change was an increase in operating income of $6.4 million, or    
$0.12 of earnings per share on both a basic and diluted basis, during 2000.     
Because the December 31, 1999 North American non-metal inventories valued at    
FIFO is the opening LIFO inventory, there is neither a cumulative effect to     
January 1, 2000 nor proforma amounts of retroactively applying the change to    
LIFO. Previously General Cable had valued only the copper and aluminum          
components of its North American inventories using LIFO. The Company believes   
that the change to the LIFO accounting method for its North American non-metal  
inventories more accurately reflects the impact of both volatile raw material   
prices and ongoing cost                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

2. Summary of Accounting Policies -- (Continued)                                

productivity initiatives, conforms the accounting for all North American        
inventories and provides a more comparable basis of accounting with direct      
competitors in North America who are on LIFO for the majority of their          
inventories.                                                                    

Property, Plant and Equipment                                                   

Property, plant and equipment are stated at cost. Costs assigned to       
property, plant and equipment relating to acquisitions are based on estimated   
fair values at that date. Depreciation is provided using the straight-line      
method over the estimated useful lives of the assets: new buildings, from 15    
to 50 years; and machinery, equipment and office furnishings, from 3 to 15      
years. Leasehold improvements are depreciated over the life of the lease.       

Fair Value of Financial Instruments                                             

Financial instruments are defined as cash or contracts relating to the    
receipt, delivery or exchange of financial instruments. Except as otherwise     
noted, fair value approximates the carrying value of such instruments.          

Forward Pricing Agreements for Purchases of Copper and Aluminum                 

 In the normal course of business, General Cable enters into forward pricing
agreements for purchases of copper and aluminum to match certain sales          
transactions. At December 31, 2002 and 2001, General Cable had $89.9 million    
and $40.1 million, respectively, of future copper and aluminum purchases that   
were under forward pricing agreements. The fair market value of the forward     
pricing agreements was $87.1 million and $38.7 million at December 31, 2002     
and 2001, respectively. General Cable expects to recover the cost of copper     
and aluminum under these agreements as a result of firm sales price             
commitments with customers.                                                     

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 revenues    
and expenses during the reporting period. Actual results could differ from      
those estimates.                                                                

Concentration of Credit Risk                                                    

General Cable sells a broad range of products throughout primarily the    
United States, Canada, Europe and the Asia Pacific region. Concentrations of    
credit risk with respect to trade receivables are limited due to the large      
number of customers, including members of buying groups, composing General      
Cable's customer base. Ongoing credit evaluations of customers' financial       
condition are performed, and generally, no collateral is required. General      
Cable maintains reserves for potential credit losses and such losses, in the    
aggregate, have not exceeded management's estimates. Certain subsidiaries also  
maintain credit insurance for certain customer balances.                        

Derivative Financial Instruments                                                

Derivative financial instruments are utilized to manage interest rate,    
commodity and foreign currency risk. General Cable does not hold or issue       
derivative financial instruments for trading purposes.                          

 Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting For
Derivative Instruments and Hedging Activities," as amended, requires that all   
derivatives be recorded on the balance sheet at fair value. The accounting for  
changes in the fair value of the derivative depends on the intended use of the  
derivative and whether it qualifies for hedge accounting.                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

2. Summary of Accounting Policies -- (Continued)                                

 SFAS No. 133, as applied to General Cable's risk management strategies, may
increase or decrease reported net income, and stockholders' equity, or both,    
prospectively depending on changes in interest rates and other variables        
affecting the fair value of derivative instruments and hedged items, but will   
have no effect on cash flows or economic risk. See further discussion in        
Note 13.                                                                        

General Cable has entered into interest rate swap and collar agreements   
designed to hedge underlying debt obligations. During the first quarter of      
2001, the Company incurred a cost of $4.2 million related to interest rate      
collars, which were terminated.                                                 

 Foreign currency and commodity contracts are used to hedge future sales and
purchase commitments. Unrealized gains and losses on such contracts are         
recorded in other comprehensive income until the underlying transaction occurs  
and is recorded in the income statement at which point such amounts included    
in other comprehensive income are recorded into income which generally will     
occur over periods less than one year.                                          

Accounts Receivable Securitization                                              

The Company accounts for the securitization of accounts receivable in     
accordance with SFAS No. 140, "Accounting for Transfers and Servicing of        
Financial Assets and Extinguishments of Liabilities, a replacement of FASB      
Statement No. 125." At the time the receivables are sold, the balances are      
removed from the Consolidated Balance Sheet. Costs associated with the          
transaction, primarily related to the discount and the one-time program         
implementation costs that were incurred in the second quarter of 2001, are      
included in interest income (expense) in the Consolidated Statement of          
Operations. This statement, which became effective for the Company during the   
second quarter of 2001, modifies certain standards for the accounting of        
transfers of financial assets and also requires expanded financial statement    
disclosures related to securitization activities. See further discussion in     
Note 7.                                                                         

Stock-Based Compensation                                                        

SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but  
does not require, companies to record compensation cost for stock-based         
employee compensation plans at fair value. General Cable has chosen to          
continue to account for stock-based compensation using the intrinsic value      
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting    
for Stock Issued to Employees," and related interpretations. Accordingly,       
compensation cost for stock options is measured as the excess, if any, of the   
quoted market price of the Company's stock at the date of the grant over the    
amount an employee must pay to acquire the stock. No compensation cost for      
stock options is reflected in net income, as all options granted had an         
exercise price equal to the market value of the underlying common stock on the  
date of grant. The following table illustrates the effect on net income and     
earnings per share if the Company had applied the fair value recognition        
provisions of SFAS No. 123 to stock-based employee compensation.                

                                                        [Enlarge/Download Table]

                                                                                                        Year Ended December 31,  
                                                                                                       ------------------------- 
                                                                                                        2002      2001     2000  
                                                                                                       ------    ------   ------ 
                                                                                                                                 
Net loss, as reported................................................................................. $(24.0)   $ (2.0)  $(26.4)
Deduct: Total stock-based employee compensation expense determined under fair value based method for                             
  all awards, net of related tax effects..............................................................   (2.4)     (5.7)    (4.9)
                                                                                                       ------    ------   ------ 
Pro forma net loss.................................................................................... $(26.4)   $ (7.7)  $(31.3)
                                                                                                       ======    ======   ====== 
Loss per share:                                                                                                                  
  Basic -- as reported................................................................................ $(0.73)   $(0.06)  $(0.79)
  Basic -- pro forma.................................................................................. $(0.80)   $(0.23)  $(0.93)
  Diluted -- as reported.............................................................................. $(0.73)   $(0.06)  $(0.79)
  Diluted -- pro forma................................................................................ $(0.80)   $(0.23)  $(0.93)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

2. Summary of Accounting Policies -- (Continued)                                

New Standards                                                                   

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations", SFAS No. 142 "Goodwill and Other Intangible Assets"    
and SFAS No. 143 "Accounting for Asset Retirement Obligations". SFAS No. 141    
requires that all business combinations be accounted for under the purchase     
accounting method and that certain acquired intangible assets in a business     
combination be recognized as assets apart from goodwill. SFAS No. 142 requires  
that ratable amortization of goodwill be replaced with periodic tests of the    
goodwill's carrying value and that intangible assets other than goodwill        
should be amortized over their useful lives. SFAS No. 143 requires entities to  
establish liabilities for legal obligations associated with the retirement of   
tangible long-lived assets. In August 2001, SFAS No. 144 "Accounting for the    
Impairment or Disposal of Long-Lived Assets" was issued. SFAS No. 144           
addresses financial accounting and reporting for impairment of long-lived       
assets to be held and used, and of long-lived assets and components of an       
entity to be disposed of. The Company adopted SFAS 141, SFAS No. 142 and SFAS   
No. 144 as of January 1, 2002, as required. Additionally, SFAS No. 143 was      
adopted as of January 1, 2002, although it was not required until fiscal 2003.  
The adoption of these standards did not have a material impact on the           
consolidated financial condition, results of operations or cash flows of        
General Cable. In April 2002, SFAS No. 145 "Rescission of FASB Statements       
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical            
Corrections" was issued. SFAS No. 145 addresses financial accounting and        
reporting for the extinguishment of debt and accounting for leases. In June     
2002, SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal       
Activities" was issued. SFAS No. 146 requires that costs associated with exit   
or disposal activities be recognized when the costs are incurred, rather than   
at a date of commitment to an exit or disposal plan. Implementation of SFAS     
No. 145 and SFAS No. 146 is required for fiscal 2003. Management does not       
believe the impact of adopting SFAS No. 145 and SFAS No. 146 will have a        
material impact on the consolidated financial condition, results of operations  
or cash flows of General Cable.                                                 

In December of 2002, SFAS No. 148 "Accounting for Stock-Based Compensation
-- Transition and Disclosure -- an amendment of FASB No. 123" was issued. SFAS  
No. 148 provides alternative methods of transition for a voluntary change to    
the fair value based method of accounting for stock-based employee              
compensation. SFAS No. 148 also requires additional disclosure about the        
method of accounting for stock-based employee compensation and the effect of    
the method used on reported results. General Cable has elected to not           
implement the voluntary change to the fair value based method of accounting     
for stock-based employee compensation, however, the disclosure requirements     
have been implemented as required.                                              

In November 2002, FASB Interpretation (FIN) No. 45 "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of    
Indebtedness of Others" was issued. FIN 45 requires that as a company issues a  
guarantee, it must recognize a liability for the fair value of the obligations  
it assumes under that guarantee. Application of FIN 45 is required for          
guarantees issued or modified after December 31, 2002. The Company does not     
believe that the adoption of FIN 45 will have a material affect on its          
financial position, results of operations or cash flows.                        

In January 2003, FIN No. 46 "Consolidation of Variable Interest Entities" 
was issued. FIN 46 is intended to achieve more consistent application of        
consolidation policies to variable interest entities. FIN 46 applies to all     
variable interest entities created after January 31, 2003 and it applies in     
the first fiscal period beginning after June 15, 2003 to variable interest      
entities acquired or created before February 1, 2003. The Company does not      
believe that the adoption of FIN 46 will have a material affect on its          
financial position, results of operations or cash flows.                        

3. Acquisitions and Divestitures                                                

During 1999, the Company acquired the worldwide energy cable and cable    
systems businesses of Balfour Beatty plc, previously known as BICC plc, with    
operations in the United Sates, Canada, Europe, Africa, the Middle East and     
Asia Pacific (the Acquisition). The Acquisition was completed in three phases   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

3. Acquisitions and Divestitures -- (Continued)                                 

during 1999 for a total payment of $385.8 million. The Acquisition was          
accounted for as a purchase, and accordingly, the results of operations of the  
acquired businesses are included in the consolidated financial statements for   
periods after the respective closing dates.                                     

In December 1999, the Company decided to sell certain businesses due to   
their deteriorating operating performance. On February 9, 2000, the Company     
signed a definitive agreement with Pirelli Cavi e Sistemi, S.p.A., of Milan,    
Italy (Pirelli) for the sale of the stock of these businesses for a purchase    
price of $216.0 million, subject to closing adjustments. The closing            
adjustments included changes in net assets of the businesses sold since         
November 30, 1999, resulting from operating losses and other adjustments as     
defined in the sale agreement. The businesses sold were acquired from BICC plc  
during 1999 and consisted primarily of the operations in the United Kingdom,    
Italy and Africa and a joint venture interest in Malaysia. The businesses sold  
reported net sales of $383.4 million and a net loss of $73.2 million for 2000.  
Gross proceeds of $180.0 million were received during the third quarter of      
2000 as a down payment against the final post-closing adjusted purchase price.  
Proceeds from the transaction were used to reduce the Company's outstanding     
debt. As a result of the sale to Pirelli, the Company recognized a              
$34.3 million charge in the third quarter of 2000. This charge was related to   
severance, transaction costs, warranty and other claims, the realization of     
the foreign exchange translation loss on the divested businesses that was       
previously charged directly to equity and $3.3 million write-off of             
unamortized bank fees due to the prepayment of indebtedness. During the third   
quarter of 2001, the final post-closing adjusted purchase price was agreed as   
$164.0 million resulting in the payment of $16.0 million to Pirelli. The        
Company had provided for a larger settlement amount and therefore $7.0 million  
of income was recorded in the third quarter of 2001.                            

 In September 2000, the Company acquired Telmag S.A. de C.V., a Mexico-based
manufacturer of telecommunications cables, for $23.0 million. The acquisition   
brought in-house additional outside plant telecommunications cable capacity as  
well as provided available capacity for a broad range of telecommunications     
cables.                                                                         

  In March 2001, the Company sold the shares of its Pyrotenax business unit to
Raychem HTS Canada, Inc., a business unit of Tyco International, Ltd., for      
$60 million, subject to closing adjustments. The business unit, with            
operations in Canada and the United Kingdom, principally produced mineral       
insulated high-temperature cables. During the second quarter of 2002, the       
final post-closing adjusted purchase price was agreed and resulted in a         
payment to Tyco International, Ltd. of approximately $2 million during the      
third quarter of 2002. This payment plus other costs associated with settling   
the final purchase price was equal to the amount provided for in the Company's  
balance sheet. The proceeds from the transaction were used to reduce the        
Company's debt.                                                                 

In September 2001, the Company announced its decision to exit the retail  
cordsets business. As a result of this decision, the Company closed its         
Montoursville, Pennsylvania plant. This facility manufactured cordset products  
including indoor and outdoor extension cords, temporary lighting and extension  
cord accessories.                                                               

In October 2001, the Company sold substantially all of the manufacturing  
assets and inventory of its building wire business to Southwire Company for     
$82 million of cash proceeds and the transfer to the Company of certain         
datacommunication cable manufacturing equipment. Under the building wire sale   
agreement, Southwire purchased the inventory and substantially all of the       
property, plant and equipment located at the Company's Watkinsville, Georgia    
and Kingman, Arizona facilities and the wire and cable manufacturing equipment  
at its Plano, Texas facility. General Cable retained and continues to operate   
its copper rod mill in Plano and closed its Plano wire mill. The assets sold    
were used in manufacturing building wire principally for the retail and         
electrical distribution markets. During the second quarter of 2002, the final   
purchase price for this transaction was agreed resulting in a deminimus cash    
payment to Southwire. Proceeds from the transaction have been used to reduce    
the Company's outstanding debt.                                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

3. Acquisitions and Divestitures -- (Continued)                                 

Beginning in the third quarter of 2001, the Company has reported the      
Building Wire and Cordsets segment as discontinued operations for financial     
reporting purposes. Administrative expenses formerly allocated to this segment  
are now reported in continuing operations segments. Quarterly historical data   
for the first six months of 2001 has been restated to reflect this change.      

During the second quarter of 2002, General Cable formed a joint venture   
company to manufacture and market fiber optic cables. General Cable             
contributed assets, primarily inventory and machinery and equipment, to a       
subsidiary company, which was then contributed to the joint venture in          
exchange for a $10.2 million note receivable, which resulted in a $5.6 million, 
deferred gain on the transaction. The Company will recognize the gain as the    
note is repaid. At December 2002, other non-current assets included an          
investment in the joint venture of $3.9 million and a $10.2 million note        
receivable from the joint venture and other liabilities included a deferred     
gain from the initial joint venture formation of $5.6 million.                  

4. Corporate Operating Items                                                    

Cost of sales and selling, general and administrative expense in the      
consolidated statement of operations included the following (in millions):      

                                                        [Enlarge/Download Table]

                                                                                                     Year Ended December 31,    
                                                                                                 -------------------------------
                                                                                                   2002        2001       2000  
                                                                                                 --------    --------   --------
                                                                                                                                
Cost of sales, excluding corporate items........................................................ $1,281.7    $1,403.7   $1,870.4
 Closure of manufacturing plants................................................................      2.0          --         --
 Disposal of inventory..........................................................................       --         7.0         --
 Charge related to assets contributed to joint venture..........................................      3.6          --         --
                                                                                                 --------    --------   --------
 Corporate items................................................................................      5.6         7.0         --
                                                                                                 --------    --------   --------
   Cost of sales................................................................................ $1,287.3    $1,410.7   $1,870.4
                                                                                                 ========    ========   ========
Selling, general and administrative expenses, excluding corporate items......................... $  123.1    $  139.6   $  226.6
 Loss (income) related to the divestiture to Pirelli............................................       --        (7.0)      31.0
 Gain from sale of Pyrotenax business...........................................................       --       (23.8)        --
 Closure of manufacturing plants................................................................     19.2         4.8         --
 Divestiture of non-strategic business..........................................................      1.7         5.5         --
 Severance and severance related costs..........................................................      6.9        16.5         --
 Provision for other costs......................................................................       --         0.8         --
                                                                                                 --------    --------   --------
 Corporate items................................................................................     27.8        (3.2)      31.0
                                                                                                 --------    --------   --------
 Selling, general and administrative expenses................................................... $  150.9    $  136.4   $  257.6
                                                                                                 --------    --------   --------
Total Corporate Operating Items................................................................. $   33.4    $    3.8   $   31.0
                                                                                                 ========    ========   ========

During 2002, the Company incurred $33.4 million of corporate charges,     
$5.6 million in cost of sales and $27.8 million in selling, general and         
administrative expense. These corporate charges included $21.2 million          
($2.0 million in cost of sales and $19.2 million in selling, general and        
administrative expense) related to the closure of two of its seven North        
American plants that manufactured communications cables. In addition,           
$6.9 million was incurred for severance and related costs resulting from        
worldwide headcount reductions, $3.6 million was incurred to reduce to fair     
value certain assets contributed to the Company's fiber optic joint venture,    
and a $1.7 million loss was incurred on the sale of a non-strategic United      
Kingdom-based specialty cables business.                                        

During 2001, the Company incurred $3.8 million of corporate charges       
($7.0 million in cost of sales and $3.2 million of income in selling, general   
and administrative expense). During the third quarter of 2001, the              

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

4. Corporate Operating Items -- (Continued)                                     

Company agreed with Pirelli on the final post-closing adjusted purchase price   
of the business sold in the third quarter of 2000. As a result of the final     
settlement, the Company recognized a $7.0 million pre-tax gain for the          
difference in the actual settlement and the amount provided for in the          
Company's balance sheet. The Company also completed the sale of its Pyrotenax   
business to Raychem HTS Canada, Inc., a business unit of Tyco International,    
Ltd. for proceeds of $60 million, subject to closing adjustments. After         
adjusting for the net cost of the assets sold and for the expenses associated   
with the transaction, the Company realized a pre-tax gain of $23.8 million.     
The Company also incurred charges for the closure of a manufacturing plant      
($4.8 million), charges for severance and related costs resulting from a plan   
to reduce headcount throughout its worldwide operations ($16.5 million), a      
loss related to the sale of a non-strategic business which designs and          
manufactures extrusion tooling and accessories ($5.5 million), a charge         
related to the disposal of inventory as part of the Company's optimization of   
its distribution network ($7.0 million recorded in cost of sales) and a charge  
to provide for certain other costs ($0.8 million).                              

During 2000, as a result of the sale of certain businesses to Pirelli, the
Company recognized a $31.0 million charge. This charge was related to           
severance, transaction costs, warranty and other claims and the realization of  
the foreign exchange translation loss on the divested businesses that was       
previously charged directly to equity.                                          

5. Other Income                                                                 

During the second quarter of 2001, the Company recognized a non-recurring 
pre-tax gain of $8.6 million related to a foreign exchange gain on the          
extinguishment of long-term debt in the United Kingdom partially offset by      
costs of $0.5 million to close out foreign exchange contracts at one of the     
Company's international subsidiaries.                                           

6. Discontinued Operations                                                      

On September 5, 2001, the Company announced its decision to sell its      
building wire business and to exit its retail cordsets business, the results    
of which have been reported as discontinued operations. Operating results of    
the discontinued operations were as follows (in millions):                      

                                                        [Enlarge/Download Table]

                                                                                                         Year Ended December 31, 
                                                                                                        ------------------------ 
                                                                                                         2002     2001     2000  
                                                                                                        -----    ------   ------ 
                                                                                                                                 
Net Sales.............................................................................................. $  --    $352.9   $526.5 
                                                                                                        =====    ======   ====== 
Pre-tax loss from discontinued operations.............................................................. $  --    $(10.7)  $(11.9)
Income tax benefit.....................................................................................    --       3.9      4.2 
Pre-tax loss on disposal of discontinued operations....................................................  (9.1)    (50.6)      -- 
Income tax benefit.....................................................................................   3.2      17.9       -- 
                                                                                                        -----    ------   ------ 
   Loss from discontinued operations................................................................... $(5.9)   $(39.5)  $ (7.7)
                                                                                                        =====    ======   ====== 

Administrative expenses formerly allocated to these businesses for segment
reporting purposes have been reallocated to continuing operations. A portion    
of the Company's overall interest expense has been allocated to these           
businesses based upon the outstanding debt balance attributable to those        
operations. Taxes have been allocated using the same overall rate incurred by   
the Company in each of the periods presented.                                   

 During the third quarter of 2001, the Company recorded a $50.6 million loss
on disposal of discontinued operations. The components of this charge include   
$21.4 million related to the sale of the building wire business, $16.6 million  
for the closure of the Company's Montoursville, Pennsylvania facility, which    
manufactured retail cordsets, $10.6 million for the closure of four regional    
distribution centers and $2.0 million for other costs.                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

6. Discontinued Operations -- (Continued)                                       

  During 2002, the Company recorded an additional $9.1 million pre-tax loss on
disposal of discontinued operations. The components of this charge principally  
related to an estimated lower net realizable value for real estate remaining    
from the Company's former building wire business unit, a longer than            
anticipated holding period for three distribution centers with unexpired lease  
commitments and certain other costs.                                            

7. Accounts Receivable Asset-backed Securitization                              

In May 2001, the Company completed an Accounts Receivable Asset-backed    
Securitization Financing transaction ("Securitization Financing"). The          
Securitization Financing provides for certain domestic trade receivables to be  
transferred to a wholly-owned, special purpose bankruptcy-remote subsidiary     
without recourse. This subsidiary in turn transferred the receivables to a      
trust, which issued, via private placement, floating rate five-year             
certificates in an initial amount of $145 million. In addition, a variable      
certificate component of up to $45 million for seasonal borrowings was also     
established as a part of the Securitization Financing. This variable            
certificate component will fluctuate based on the amount of eligible            
receivables. As a result of the building wire asset sale and the exit from the  
retail cordsets business, the Securitization Financing program was downsized    
to $80 million in the first quarter of 2002, through the repayment of a         
portion of the outstanding certificates. The repayment of the certificates was  
funded by the collection of the outstanding building wire and retail cordsets   
accounts receivable. The $45 million seasonal borrowing component was           
unaffected.                                                                     

  Transfers of receivables under this program are treated as a sale and result
in a reduction of total accounts receivable reported on the Company's           
consolidated balance sheet. In conjunction with the initial transaction, the    
Company incurred one-time charges of $4.2 million in the second quarter of      
2001. The Company continues to service the transferred receivables and          
receives annual servicing fees from the special purpose subsidiary of           
approximately 1% of the average receivable balance. The market cost of          
servicing the receivables offset the servicing fee income and results in a      
servicing asset equal to zero. The Company's retained interest in the           
receivables are carried at their fair value, which is estimated as the net      
realizable value. The net realizable value considers the relatively short       
liquidation period and an estimated provision for credit losses. The provision  
for credit losses is determined based on specific identification of             
uncollectible accounts and the application of historical collection             
percentages by aging category. The receivables are not subject to prepayment    
risk. The key assumptions used in measuring the fair value of retained          
interests at the time of securitization were receivables days sales             
outstanding of 54 and interest rates on LIBOR based on borrowings of 4.92%. At  
December 31, 2002 and 2001, key assumptions and the sensitivity of the current  
fair value of the retained interest are as follows:                             

                                                        [Enlarge/Download Table]

                                                                    Key      Impact on Fair Value of  Impact on Fair Value of
                                                                Assumptions    20% Adverse Change        50% Adverse Change  
                                                                -----------  -----------------------  -----------------------
                                                                                                                             
December 31, 2002:                                                                                                           
 Days sales outstanding........................................   49 days         $0.3 million              $0.3 million     
 Interest rate.................................................     2.0%          $0.3 million              $0.3 million     
December 31, 2001:                                                                                                           
 Days sales outstanding........................................   51 days         $0.1 million              $0.3 million     
 Interest rate.................................................     2.5%          $0.1 million              $0.3 million     

These sensitivities are hypothetical and should be used with caution.     
Changes in fair value based on a 20% and 50% variation in assumptions           
generally cannot be extrapolated because the relationship of the change in      
assumption to the change in fair value may not be linear. Also, in this table,  
the effect of a variation in a particular assumption on the fair value of the   
retained interest is calculated without changing any other assumption; in       
reality, changes in one factor may result in changes in another, which might    
magnify or counteract sensitivities.                                            

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

7. Accounts Receivable Asset-backed Securitization -- (Continued)               

At December 31, 2002 and 2001, the Company's retained interest in accounts
receivable and off balance sheet financing, net of cash held in the trust, was  
$84.8 million and $48.5 million; and $83.1 million and $67.8 million,           
respectively. The effective interest rate in the Securitization Financing was   
approximately 2.0% and 2.5% at December 31, 2002 and 2001, respectively. In     
2002, proceeds from new sales totaled $1,067.6 million and cash collections     
reinvested totaled $1,030.8 million. In 2001, proceeds from new sales totaled   
$1,258.6 million and cash collections reinvested totaled $1,044.4 million. The  
portfolio of accounts receivable that the Company services totaled              
approximately $130 million and $150 million at December 31, 2002 and 2001,      
respectively.                                                                   

8. Inventories                                                                  

Inventories consisted of the following (in millions):                     

                                                                [Download Table]

                                                                  December 31,  
                                                                 ---------------
                                                                  2002     2001 
                                                                 ------   ------
                                                                                
Raw materials ...............................................    $ 26.1   $ 36.7
Work in process .............................................      33.2     41.9
Finished goods ..............................................     199.0    236.8
                                                                 ------   ------
                                                                 $258.3   $315.4
                                                                 ======   ======

At December 31, 2002 and December 31, 2001, $214.3 million and            
$274.1 million, respectively, of inventories were valued using the LIFO         
method. Approximate replacement costs of inventories valued using the LIFO      
method totaled $198.1 million at December 31, 2002 and $248.7 million at        
December 31, 2001.                                                              

  If in some future period, the Company was not able to recover the LIFO value
of its inventory at a profit when replacement costs were lower than the LIFO    
value of the inventory, the Company would be required to take a charge to       
recognize in its income statement all or a portion of the higher LIFO value of  
the inventory. During 2002, the Company reduced its inventory by approximately  
$62 million resulting in a $2.5 million LIFO charge since LIFO inventory        
quantities were reduced in a period when replacement costs were lower than the  
LIFO value of inventory.                                                        

9. Property, Plant and Equipment                                                

Property, plant and equipment consisted of the following (in millions):   

                                                                [Download Table]

                                                              December 31,    
                                                            ----------------- 
                                                             2002       2001  
                                                            -------   ------- 
                                                                              
Land ...................................................... $  25.1   $  22.8 
Buildings and leasehold improvements ......................    53.2      53.4 
Machinery, equipment and office furnishings ...............   348.5     302.7 
Construction in progress ..................................    32.5      49.6 
                                                            -------   ------- 
                                                              459.3     428.5 
Less accumulated depreciation and amortization ............  (136.0)   (107.6)
                                                            -------   ------- 
                                                            $ 323.3   $ 320.9 
                                                            =======   ======= 

 Depreciation expense totaled $28.1 million, $31.7 million and $52.0 million
for the years ended December 31, 2002, 2001 and 2000, respectively.             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

10. Accrued Liabilities                                                         

Accrued liabilities consisted of the following (in millions):             

                                                                [Download Table]

                                                                   December 31, 
                                                                  --------------
                                                                  2002     2001 
                                                                  -----   ------
                                                                                
Payroll related accruals .....................................    $16.7   $ 22.3
Accrued restructuring costs ..................................     15.2     13.3
Customers' deposits and prepayments ..........................     10.1     11.4
Customer rebates .............................................      6.6      8.5
Insurance claims and related expenses ........................      8.0      8.4
Current deferred tax liability ...............................      1.8      1.8
Other accrued liabilities ....................................     40.8     47.9
                                                                  -----   ------
                                                                  $99.2   $113.6
                                                                  =====   ======

11. Restructuring Charges                                                       

Changes in accrued restructuring costs were as follows (in millions):     

                                                        [Enlarge/Download Table]

                                                                  Severance   Facility         
                                                                 and Related   Closing         
                                                                    Costs       Costs   Total  
                                                                 -----------  --------  ------ 
                                                                                               
Original provisions.............................................   $ 29.8      $ 42.9   $ 72.7 
Utilization.....................................................    (27.2)      (32.2)   (59.4)
                                                                   ------      ------   ------ 
 Balance, December 31, 2001.....................................      2.6        10.7     13.3 
Provisions......................................................     14.0        10.0     24.0 
Utilization.....................................................    (12.2)       (9.9)   (22.1)
                                                                   ------      ------   ------ 
 Balance, December 31, 2002.....................................   $  4.4      $ 10.8   $ 15.2 
                                                                   ======      ======   ====== 

During 2001, provisions were recorded for $72.7 million of restructuring  
activities ($22.1 million in continuing operations and $50.6 million in         
discontinued operations). The $22.1 million continuing operations charge        
included $4.8 million for the closure of a manufacturing facility, which        
included $3.1 million for severance costs. The closed facility, located in      
Cass City, Michigan, employed approximately 175 associates and utilized         
approximately 100,000 square feet in the production of data communication       
products. The continuing operations charge also included $16.5 million for      
severance and related costs resulting from the worldwide headcount reduction    
of approximately 100 employees and $0.8 million for certain other costs. The    
$50.6 million discontinued operations charge related to the sale of the         
building wire business ($21.4 million), closure of a manufacturing facility     
that produced retail cordset products ($16.6 million), the elimination of four  
regional distribution centers ($10.6 million) and certain other costs           
($2.0 million).                                                                 

During 2002, an additional $24.0 million of provisions were recorded      
($14.9 million in continuing operations and $9.1 million in discontinued        
operations). The $9.1 million discontinued operations pre-tax charge            
principally related to an estimated lower net realizable value for real estate  
remaining from the Company's former building wire business, a longer than       
anticipated holding period for three distribution centers with unexpired lease  
commitments and certain other costs. The $14.9 million continuing operations    
charge included $6.9 million for severance and related costs resulting from     
worldwide headcount reductions of approximately 140 employees and $8.0 million  
related to costs to close two manufacturing facilities. The $8.0 million        
charge for the closure of manufacturing facilities included $5.6 million for    
severance and related costs. The closed manufacturing facilities, located in    
Monticello, Illinois and Sanger, California, employed approximately 200         
associates and utilized more than 350,000 square feet in the production of      
service wire sold to the telecommunications industry and certain data           
communications cables.                                                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Long-Term Debt                                                              

Long-term debt consisted of the following (in millions):              

                                                                [Download Table]

                                                               December 31,   
                                                              --------------- 
                                                               2002     2001  
                                                              ------   ------ 
                                                                              
   Term loans................................................ $337.4   $348.6 
   Revolving loans...........................................   78.2     80.4 
   Other.....................................................   36.3     31.4 
                                                              ------   ------ 
                                                               451.9    460.4 
   Less current maturities...................................   40.8     39.4 
                                                              ------   ------ 
                                                              $411.1   $421.0 
                                                              ======   ====== 

Weighted average interest rates were as follows:                              
   Term loans................................................    6.5%     5.1%
   Revolving loans...........................................    6.3%     4.9%
   Other.....................................................    6.0%     6.0%

The estimated fair value of the Company's long-term debt at December 31,  
2002 and 2001 was approximately equal to the carrying value at those dates      
because the majority of the Company's debt has variable interest rates.         

  The Company's current credit facility was entered into in 1999 with one lead
bank as administrative agent, and a syndicate of lenders. The facility, as      
amended and reduced by prepayments, consists of: 1) term loans in Dollars in    
an aggregate amount up to $307.3 million, 2) term loans in Dollars and foreign  
currencies in an aggregate amount up to $30.1 million and 3) revolving loans    
and letters of credit in Dollars and foreign currencies in an aggregate amount  
up to $200.0 million. Borrowings are secured by assets of the Company's North   
American operations and a portion of the stock of its non-North American        
subsidiaries and are also guaranteed by the Company's principal operating       
subsidiaries. The credit facility, as amended, restricts certain corporate      
acts and contains required financial ratios and other covenants. During 2001,   
the Company had repaid $208.8 million of term loans in advance of their         
scheduled repayment date. This amount includes the proceeds from the Building   
Wire sale, the Company's Securitization Financing and the Pyrotenax sale        
received during 2001. In conjunction with these reductions in the borrowing     
capacity of the facility, the Company recorded a $2.4 million charge to write-  
off a portion of its unamortized bank fees during 2001.                         

Loans under the credit facility bear interest, at the Company's option, at
(i) a spread over LIBOR or (ii) a spread over the Alternate Base Rate, which    
is defined as the higher of (a) the agent's Prime Rate, (b) the secondary       
market rate for certificates of deposit (adjusted for reserve requirements)     
plus 1% or (c) the Federal Funds Effective Rate plus 1/2 of 1%.                 

A commitment fee accrues on the unused portion of the credit facility. The
commitment fee is 50 basis points per annum and the spread over LIBOR on all    
loans under the facility ranges between 450 and 500 basis points per annum.     
Both the commitment fee and the spread over LIBOR are fixed for the life of     
the facility as a result of the October 2002 amendment (discussed below).       

In April 2002, the Company amended the credit facility to permit increased
financial flexibility through March 2003. As a result of the amendment, the     
Company's spread over LIBOR increased by 25 basis points across all levels of   
its leverage-based pricing grid and a new leverage level was added to the       
pricing grid. One time fees and expenses associated with the amendment were     
$2.0 million and were being amortized over the one-year period of the           
amendment.                                                                      

In October 2002, the Company further amended its credit facility through  
March 2004. The amendment substantially relaxed the Company's financial         
covenants primarily in response to the ongoing weakness in the Communications   
segment. Among other provisions, the amendment adjusted the size of the         
Company's revolving credit facility to $200 million from $250 million, added a  
new financial covenant tied to minimum                                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Long-Term Debt -- (Continued)                                               

quarterly earnings levels and established a contingent payment of               
approximately $5.5 million to lenders if the total facility commitments are     
not reduced by at least $100 million by December 15, 2003. As part of the       
amendment, the Company suspended its quarterly cash dividend of $0.05 per       
common share for the term of the amendment. One-time costs of approximately     
$4 million were incurred for the amendment and will be amortized over the life  
of the amendment. The Company will also incur incremental annualized interest   
costs of approximately $4 million during the amendment period as a result of    
increased credit spreads. Future compliance with financial covenants will be    
dependent upon a number of factors, including overall economic activity,        
future conditions in the Company's principal end markets and the Company's      
future borrowing requirements. As a result of the completion of the October     
2002 amendment, the Company wrote-off the remaining unamortized fees            
($1.1 million) associated with the April 2002 amendment in the fourth quarter   
of 2002. The Company also wrote-off $0.5 million of unamortized bank fees in    
the fourth quarter of 2002 as a result of the $50 million reduction in the      
size of the revolving credit facility.                                          

 At December 31, 2002, maturities of long-term debt during each of the years
2003 through 2007 are $40.8 million, $32.9 million, $71.6 million,              
$134.4 million and $163.2 million, respectively, and $9.0 million thereafter.   

13. Financial Instruments                                                       

General Cable is exposed to various market risks, including changes in    
interest rates, foreign currency and commodity prices. To manage risk           
associated with the volatility of these natural business exposures, General     
Cable enters into interest rate, commodity and foreign currency derivative      
agreements as well as copper and aluminum forward purchase agreements. General  
Cable does not purchase or sell derivative instruments for trading purposes.    

 General Cable has utilized interest rate swaps and interest rate collars to
manage its interest expense exposure by fixing its interest rate on a portion   
of the Company's floating rate debt. Under the swap agreements, General Cable   
will typically pay a fixed rate while the counterparty pays to General Cable    
the difference between the fixed rate and the three-month LIBOR rate.           

During 1999, the Company entered into certain interest rate derivative    
contracts for hedging of the credit facility floating interest rate risk        
covering $375.0 million of the Company's debt. The net effect of the hedging    
program was to provide a collar between approximately 5.4% and 8.5% within      
which the Company's LIBOR rates on a portion of the credit facility could move  
and which was at no cost to the Company. The Company entered into these three-  
year agreements with members of the lending group. In March 2001, the Company   
incurred a cost of $4.2 million to terminate these interest rate collars.       

 During 2001, the Company entered into several new interest rate swaps which
effectively fixed interest rates for borrowings under the credit facility and   
other debt. At December 31, 2001, General Cable had interest rate swaps, which  
effectively fixed interest rates for $425.0 million of borrowings under the     
credit facility and $9.0 million of other debt. The swaps outstanding as of     
December 31, 2002 were as follows (dollars in millions):                        

                                                        [Enlarge/Download Table]

                                                                                                       Notional    Interest  
Interest Rate Derivatives                                                           Period             Amounts    Rate Range 
-------------------------                                                           ------             -------    ---------- 
                                                                                                                             
Interest Rate Swap..................................................... December 2001 to October 2011   $  9.0          4.49%
Forward Starting Interest Rate Swaps................................... January 2003 to December 2004   $200.0   4.60 - 4.74%

The Company does not provide or receive any collateral specifically for   
these contracts. However, all counterparties are members of the lending group   
and as such participate in the collateral of the credit agreement and are       
significant financial institutions.                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

13. Financial Instruments -- (Continued)                                        

The fair value of interest rate derivatives are based on quoted market    
prices and third-party provided calculations, which reflect the present values  
of the difference between estimated future variable-rate receipts and future    
fixed-rate payments. At December 31, 2002 and 2001, the carrying value was      
$7.4 million and $5.7 million, respectively.                                    

 The Company enters into forward exchange contracts principally to hedge the
currency fluctuations in certain transactions denominated in foreign            
currencies, thereby limiting the Company's risk that would otherwise result     
from changes in exchange rates. Principal transactions hedged during the year   
were firm sales and purchase commitments.                                       

 The fair value of foreign currency contracts represents the amount required
to enter into offsetting contracts with similar remaining maturities based on   
quoted market prices. At December 31, 2002 and 2001, the net unrealized gain    
(loss) on the net foreign currency contracts was $0.7 million and               
$(0.2) million, respectively. However, since these contracts hedge forecasted   
foreign currency denominated transactions, and have been designated cash flow   
hedges, any change in the fair value of the contracts would be recorded in      
other comprehensive income until the hedged transaction was reflected in the    
income statement which is generally expected to occur in less than one year.    

Outside of North America, General Cable enters into commodity futures for 
purchase of copper and aluminum for delivery in a future month to match         
certain sales transactions. At December 31, 2002 and 2001, General Cable had    
an unrealized loss of $0.1 million and $0.2 million, respectively, on the       
commodity futures, which have been designated as cash flow hedges, and have     
been recorded in other comprehensive income until the hedged transaction is     
reflected in the income statement, which is generally expected to occur in      
less than one year.                                                             

The notional amounts and fair values of these financial instruments at    
December 31, 2002 and 2001, are shown below (in millions). The carrying amount  
of the financial instruments was a liability of $(6.8) million at December 31,  
2002 and $(6.1) million at December 31, 2001.                                   

                                                        [Enlarge/Download Table]

                                                                                                   2002               2001       
                                                                                            -----------------   ---------------- 
                                                                                            Notional     Fair   Notional    Fair 
                                                                                             Amount     Value    Amount    Value 
                                                                                            --------    -----   --------   ----- 
                                                                                                                                 
Interest rate swaps .......................................................................  $  9.0     $(0.9)   $284.0    $(5.7)
Forward starting interest rate swaps ......................................................   200.0      (6.5)    625.0       -- 
Foreign currency contracts ................................................................    29.5       0.7      28.5     (0.2)
Commodity futures .........................................................................     9.2      (0.1)      8.0     (0.2)
                                                                                                        -----              ----- 
                                                                                                        $(6.8)             $(6.1)
                                                                                                        =====              ===== 

 In the normal course of business, General Cable enters into forward pricing
agreements for the purchase of copper and aluminum for delivery in a future     
month to match certain sales transactions. At December 31, 2002 and 2001,       
General Cable had an unrealized loss of $2.8 million and $1.4 million,          
respectively. General Cable expects to recover the unrealized loss under these  
agreements as a result of firm sales price commitments with customers.          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

14. Income Taxes                                                                

The provision (benefit) for income taxes attributable to continuing       
operations consisted of the following (in millions):                            

                                                        [Enlarge/Download Table]

                                                                                                         Year Ended December 31, 
                                                                                                        ------------------------ 
                                                                                                         2002     2001     2000  
                                                                                                        ------    -----   ------ 
                                                                                                                                 
Current tax expense (benefit):                                                                                                   
   Federal............................................................................................. $(13.8)   $ 4.1   $(18.8)
   State...............................................................................................    0.1      0.1     (1.1)
   Foreign.............................................................................................    6.8     11.3      9.4 
Deferred tax expense (benefit):                                                                                                  
   Federal.............................................................................................   (6.9)     0.5     (6.0)
   State...............................................................................................    2.9      1.0     (0.7)
   Foreign.............................................................................................    1.0      3.6      6.9 
                                                                                                        ------    -----   ------ 
                                                                                                        $ (9.9)   $20.6   $(10.3)
                                                                                                        ======    =====   ====== 

The income tax benefit attributable to the operations and disposal of     
discontinued operations was $3.2 million, $21.8 million, and $4.2 million for   
2002, 2001 and 2000 respectively.                                               

  The reconciliation of reported income tax expense (benefit) to the amount of
income tax expense that would result from applying domestic federal statutory   
tax rates to pretax income from continuing operations is as follows (in         
millions):                                                                      

                                                        [Enlarge/Download Table]

                                                                                                         Year Ended December 31, 
                                                                                                         ----------------------- 
                                                                                                          2002    2001     2000  
                                                                                                         -----    -----   ------ 
                                                                                                                                 
Statutory federal income tax............................................................................ $(9.8)   $20.3   $(10.1)
State, foreign and Foreign Sales Corporation income tax differential....................................   0.8     (0.3)    (0.6)
Other, net..............................................................................................  (0.9)     0.6      0.4 
                                                                                                         -----    -----   ------ 
                                                                                                         $(9.9)   $20.6   $(10.3)
                                                                                                         =====    =====   ====== 

The components of deferred tax assets and liabilities were as follows (in 
millions):                                                                      

                                                                [Download Table]

                                                               December 31,   
                                                              --------------- 
                                                               2002     2001  
                                                              ------   ------ 
                                                                              
Deferred tax assets:                                                          
 Net operating loss carryforwards ........................... $ 74.7   $ 76.5 
   Pension and retiree benefits accruals.....................   18.1      2.3 
   Asset and rationalization reserves........................    5.1      5.1 
   Inventory reserves........................................    4.0      5.1 
   Capital loss carryforwards................................    1.1      4.1 
   Tax credit carryforwards..................................    7.7      3.8 
   Other liabilities.........................................   14.4     19.9 
   Valuation allowance.......................................  (19.2)    (5.6)
                                                              ------   ------ 
    Total deferred tax assets ...............................  105.9    111.2 
Deferred tax liabilities:                                                     
   Inventory.................................................    6.1      1.5 
   Depreciation and fixed assets.............................   23.2     21.9 
                                                              ------   ------ 
Net deferred tax assets ..................................... $ 76.6   $ 87.8 
                                                              ======   ====== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

14. Income Taxes -- (Continued)                                                 

 As of December 31, 2002, the Company has recorded a valuation allowance for
its U.S. foreign tax credit and capital loss carryforwards, its state net       
operating loss carryforwards, and a portion of its foreign net operating loss   
carryforwards due to uncertainties regarding the ability to obtain future tax   
benefits for these tax attributes. The December 31, 2002 valuation allowance    
of $19.2 million increased $13.6 million from the prior year. The December 31,  
2001 valuation allowance of $5.6 million decreased $4.7 million from            
December 31, 2000.                                                              

  A portion of the Company's 2002 U.S. net operating loss will be carried back
to obtain a tax refund of $13.8 million in 2003. The $13.8 million tax refund   
is included within prepaid expenses and other in the December 31, 2002          
consolidated balance sheet. The Company also generated U.S. net operating loss  
carryforwards of $55.2 million in 2000 and $57.9 million in 2002, which expire  
in 2020 and 2022, respectively. The 2001 U.S. net operating loss, which was     
reflected as a carryforward in the 2001 financial statements, was carried back  
instead to obtain a $37.0 million tax refund in 2002 as a result of a 2002      
U.S. tax law change enabling a five year carryback of net operating losses.     
The Company also has other U.S. net operating loss carryforwards that are       
subject to an annual limitation under Internal Revenue Code Section 382. These  
Section 382 limited net operating loss carryforwards expire in varying amounts  
from 2006-2009. The total Section 382 limited net operating loss carryforward   
that may be utilized prior to expiration is estimated at $53.9 million. The     
Company also has approximately $22.3 million of net operating loss              
carryforwards in various foreign jurisdictions. A valuation allowance has been  
established against $20.7 million of these foreign net operating losses due to  
the uncertainty of utilization prior to expiration.                             

The major component of the Company's $7.7 million of tax credit           
carryforwards is $6.5 million of U.S. alternative minimum tax credits, which    
have no expiration date. $3.1 million of these alternative minimum tax credit   
carryforwards are also subject to Section 382 limitations. Undistributed        
earnings of foreign subsidiaries that are considered to be reinvested           
indefinitely are approximately $77 million.                                     

15. Pension Plans                                                               

General Cable provides retirement benefits through contributory and       
noncontributory pension plans for the majority of its regular full-time         
employees. Pension expense under the defined contribution plans sponsored by    
General Cable in the United States equaled four percent of each eligible        
employee's covered compensation. In addition, General Cable sponsors employee   
savings plans under which General Cable may match a specified portion of        
contributions made by eligible employees.                                       

Benefits provided under defined benefit pension plans sponsored by General
Cable are generally based on years of service multiplied by a specific fixed    
dollar amount. Contributions to these pension plans are based on generally      
accepted actuarial methods, which may differ from the methods used to           
determine pension expense. The amounts funded for any plan year are neither     
less than the minimum required under federal law nor more than the maximum      
amount deductible for federal income tax purposes. Pension plan assets consist  
of various fixed-income investments and equity securities.                      

Net pension expense included the following components (in millions):      

                                                        [Enlarge/Download Table]

                                                                                                        Year Ended December 31,  
                                                                                                       ------------------------- 
                                                                                                         2002      2001     2000 
                                                                                                       ------    ------   ------ 
                                                                                                                                 
Service cost.......................................................................................... $  2.1    $  2.6   $  2.8 
Interest cost.........................................................................................    9.1       8.4      8.7 
Expected return on plan assets........................................................................  (10.2)    (10.9)   (11.1)
Net amortization and deferral.........................................................................    1.0       0.7      0.8 
                                                                                                       ------    ------   ------ 
   Net defined benefit pension expense................................................................    2.0       0.8      1.2 
Net defined contribution pension expense..............................................................    5.7       7.2      6.9 
                                                                                                       ------    ------   ------ 
   Total pension expense.............................................................................. $  7.7    $  8.0   $  8.1 
                                                                                                       ======    ======   ====== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

15. Pension Plans -- (Continued)                                                

The changes in the benefit obligation and plan assets, the funded status of     
the plan and the amounts recognized in the Consolidated Balance Sheets at       
December 31, 2002 and 2001 were as follows (in millions):                       

                                                                [Download Table]

                                                               2002     2001  
                                                              ------   ------ 
                                                                              
Changes in Benefit Obligation:                                                
 Beginning benefit obligation ............................... $124.1   $122.1 
 Acquisitions (divestitures) ................................    6.3     (2.4)
 Service cost ...............................................    2.1      2.6 
 Interest cost ..............................................    9.1      8.4 
 Curtailment gain ...........................................   (1.9)    (1.3)
 Special termination benefits ...............................    0.1      1.1 
 Benefits paid ..............................................  (12.3)   (10.8)
 Amendments .................................................    0.1      2.3 
 Assumption change ..........................................   10.3      4.8 
 Actuarial (gain) loss ......................................    3.1     (2.7)
                                                              ------   ------ 
   Ending benefit obligation................................. $141.0   $124.1 
                                                              ======   ====== 

Changes in Plan Assets:                                                       
 Beginning fair value of plan assets ........................ $111.9   $116.6 
 Acquisitions (divestitures) ................................    6.9     (2.4)
 Actual return (loss) on plan assets ........................  (20.6)     5.9 
 Company contributions ......................................    3.0      2.6 
 Benefits paid ..............................................  (12.3)   (10.8)
                                                              ------   ------ 
   Ending fair value of plan assets.......................... $ 88.9   $111.9 
                                                              ======   ====== 

Reconciliation of Funded Status:                                              
 Funded status of the plan .................................. $(52.1)  $(12.2)
 Unrecognized net transition obligation .....................    0.5      0.5 
 Unrecognized actuarial (gain) loss .........................   49.3      7.6 
 Unrecognized prior service cost ............................   10.1     11.3 
                                                              ------   ------ 
   Prepaid pension cost...................................... $  7.8   $  7.2 
                                                              ======   ====== 

Amounts Recognized in Consolidated Balance Sheet:                             
 Prepaid pension cost ....................................... $  0.6   $ 11.5 
 Accrued pension liability ..................................  (44.6)   (10.9)
 Intangible asset ...........................................    5.1      4.3 
 Accumulated other comprehensive income .....................   46.7      2.3 
                                                              ------   ------ 
   Net amount recognized..................................... $  7.8   $  7.2 
                                                              ======   ====== 

 The curtailment gain and special termination benefits in 2002 and 2001 were
the result of closing and selling certain manufacturing locations. The          
divestitures in 2001 are related to the sale of the Pyrotenax business to Tyco  
International, Ltd. In 2002, the acquisition amounts are related to the         
recording of pension obligations for individuals located in the United          
Kingdom. These pension obligations were expected to transfer to Tyco            
International, Ltd. after completion of the Pyrotenax sale, however, these      
individuals either retired during the pension obligation valuation period or    
elected to stay in the General Cable United Kingdom based defined benefit       
pension plan.                                                                   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

15. Pension Plans -- (Continued)                                                

 The weighted average rate assumptions used in determining pension costs and
the benefit obligations were:                                                   

                                                        [Enlarge/Download Table]

                                                                                                   2002   2001   2000 
                                                                                                   ----   ----   ---- 
                                                                                                                      
Discount rate.....................................................................................  6.5%  7.25%  7.75%
Expected rate of increase in future compensation levels...........................................  4.0%   4.0%   4.5%
Long-term rate of return on plan assets...........................................................  9.0%   9.5%   9.5%

 The projected benefit obligation and accumulated benefit obligation for the
pension plans with accumulated benefit obligations in excess of plan assets     
were $136.5 million and $129.9 million at December 31, 2002, and $15.6 million  
and $11.9 million at December 31, 2001.                                         

16. Post-Retirement Benefits Other Than Pensions                                

General Cable has post-retirement benefit plans that provide medical and  
life insurance for certain retirees and eligible dependents. General Cable      
funds the plans as claims or insurance premiums are incurred. Net post-         
retirement benefit expense (income) included the following components (in       
millions):                                                                      

                                                        [Enlarge/Download Table]

                                                                                                          Year Ended December 31,
                                                                                                          -----------------------
                                                                                                           2002    2001     2000 
                                                                                                          -----    -----   ----- 
                                                                                                                                 
Service cost............................................................................................. $ 0.3    $ 0.3   $ 0.3 
Interest cost............................................................................................   0.7      0.7     0.7 
Amortization of prior service cost.......................................................................  (0.7)    (0.8)   (0.8)
Curtailment loss (gain)..................................................................................   0.2     (0.4)   (1.2)
                                                                                                          -----    -----   ----- 
   Net post-retirement benefit expense (income).......................................................... $ 0.5    $(0.2)  $(1.0)
                                                                                                          =====    =====   ===== 

 The curtailment loss (gain) was the result of closing certain manufacturing
locations in 2002 and 2001 and the result of the elimination of certain         
retiree benefits in 2000.                                                       

The change in the accrued post-retirement benefit liability was as follows
(in millions):                                                                  

                                                                [Download Table]

                                                                2002     2001 
                                                                -----   ----- 
                                                                              
Beginning benefit obligation balance .......................... $11.4   $12.8 
Divestiture ...................................................    --    (0.4)
Net periodic benefit expense (income) .........................   0.5    (0.2)
Benefits paid .................................................  (1.1)   (0.8)
                                                                -----   ----- 
Ending benefit obligation balance ............................. $10.8   $11.4 
                                                                =====   ===== 

The discount rate used in determining the accumulated post-retirement     
benefit obligation was 6.5% for the year ended December 31, 2002, 7.25% for     
the year ended December 31, 2001 and 7.75% for the year ended December 31,      
2000. The assumed health-care cost trend rate used in measuring the             
accumulated post-retirement benefit obligation was 9.0%, decreasing gradually   
to 4.75% in year 2008 and thereafter. Changing the assumed health-care cost     
trend rate by 1% would result in a change in the accumulated post-retirement    
benefit obligation of $0.7 million for 2002. The effect of this change would    
affect net post-retirement benefit expense by $0.1 million.                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

17. Equity Compensation Plans                                                   

The following table sets forth information about General Cable's equity   
compensation plans as of December 31, 2002 (in thousands, except per share      
price):                                                                         

                                                        [Enlarge/Download Table]

                                                                                                      Number of Securities   
                                                                 Number of                           Remaining Available for 
                                                             Securities to be    Weighted-Average     Future Issuance Under  
                                                           Issued Upon Exercise   Exercise Price    Equity Compensation Plans
                                                              of Outstanding      of Outstanding      (Excluding Securities  
                                                                  Options            Options       Reflected in First Column)
                                                           --------------------  ----------------  --------------------------
                                                                                                                             
Shareholder approved plans:                                                                                                  
  1997 Stock Incentive Plan (a)...........................         1,977              $14.76                  1,107          
Non-shareholder approved plans:                                                                                              
  2000 Stock Option Plan..................................           766               10.45                    676          
                                                                   -----              ------                  -----          
Total.....................................................         2,743              $13.55                  1,783          
                                                                   =====              ======                  =====          

---------------                                                                 
(a) Excludes matching restricted stock units (MRSU) and restricted stock of     
214,707 and 1,024,000, respectively, awarded through December 31, 2002. 

The 1997 Stock Incentive Plan authorizes a maximum of 4,725,000 shares,   
options or units of Common Stock to be granted. Stock options are granted to    
employees selected by the Compensation Committee of the Board or the Chief      
Executive Officer at prices, which are not less than the closing market price   
on the date of grant. The Compensation Committee (or Chief Executive Officer)   
has authority to set all the terms of each grant. The majority of the options   
granted under the plan expire in 10 years and become fully exercisable ratably  
over three years of continued employment or become fully exercisable after      
three years of continued employment. Restrictions on the majority of shares     
awarded to employees under the plan expire ratably over a three-year period or  
expire after six years from the date of grant. Restricted stock units were      
awarded to employees in November 1998 as part of a Stock Loan Incentive Plan.   
See further discussion in Note 19.                                              

  The 2000 Stock Option Plan as amended authorizes a maximum of 1,500,000 non-
incentive options to be granted. No other forms of award are authorized under   
this plan. Stock options are granted to employees selected by the Compensation  
Committee of the Board or the Chief Executive Officer at prices, which are not  
less than the closing market price on the date of grant. The Compensation       
Committee (or Chief Executive Officer) has authority to set all the terms of    
each grant. The majority of the options granted under the plan expire in 10     
years and become fully exercisable ratably over three years of continued        
employment or become fully exercisable after three years of continued           
employment.                                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

18. Stock Options                                                               

  General Cable applies Accounting Principles Board Opinion No. 25 and related
Interpretations in accounting for stock options issued under its 1997 Stock     
Incentive Plan and its 2000 Stock Option Plan. Accordingly, no compensation     
cost has been recognized for stock option grants under the plans. If            
compensation cost for General Cable's stock option grants had been determined   
based on the fair value at the grant dates for awards under the plans           
consistent with the method of SFAS No. 123, the proforma net loss would have    
been as follows (in millions except per share amounts):                         

                                                        [Enlarge/Download Table]

                                                                                                        Year Ended December 31,  
                                                                                                       ------------------------- 
                                                                                                        2002      2001     2000  
                                                                                                       ------    ------   ------ 
                                                                                                                                 
Net loss, as reported................................................................................. $(24.0)   $ (2.0)  $(26.4)
Deduct: Total stock-based employee compensation expense determined under fair value based method for                             
  all awards, net of related tax effects..............................................................   (2.4)     (5.7)    (4.9)
                                                                                                       ------    ------   ------ 
Pro forma net loss.................................................................................... $(26.4)   $ (7.7)  $(31.3)
                                                                                                       ======    ======   ====== 
 Loss per share:                                                                                                                 
    Basic -- as reported.............................................................................. $(0.73)   $(0.06)  $(0.79)
    Basic -- pro forma................................................................................ $(0.80)   $(0.23)  $(0.93)
    Diluted -- as reported............................................................................ $(0.73)   $(0.06)  $(0.79)
    Diluted -- pro forma.............................................................................. $(0.80)   $(0.23)  $(0.93)

These proforma amounts may not be representative of future disclosures    
because the estimated fair value of stock options is amortized to expense over  
the vesting period, and additional options may be granted in future years. In   
determining the proforma amounts above, the fair value of each option was       
estimated on the date of grant using the Black-Scholes option-pricing model     
with the following weighted-average assumptions:                                

                                                        [Enlarge/Download Table]

                                                                                              2002         2001         2000    
                                                                                           ----------   ----------   ---------- 
                                                                                                                                
Risk-free interest rate...................................................................        3.2%         5.1%         6.3%
Expected dividend yield...................................................................        1.5%         3.0%         3.0%
Expected option life......................................................................  6.5 years    6.5 years    6.5 years 
Expected stock price volatility...........................................................       95.7%        66.1%        69.5%
Weighted average fair value of options granted............................................ $     9.58   $     6.09   $     4.92 

 A summary of option information for the years ended December 31, 2002, 2001
and 2000 follows (options in thousands):                                        

                                                                [Download Table]

                                                                        Weighted
                                                                         Average
                                                            Options     Exercise
                                                          Outstanding     Price 
                                                          -----------   --------
                                                                                
Balance at December 31, 1999 .........................       2,567       $16.75 
 Granted .............................................         885         9.00 
 Forfeited ...........................................        (248)       15.03 
                                                             -----       ------ 
Balance at December 31, 2000 .........................       3,204        14.74 
 Granted .............................................         623         7.83 
 Exercised ...........................................        (184)       11.34 
 Forfeited ...........................................        (419)       13.22 
                                                             -----       ------ 
Balance at December 31, 2001 .........................       3,224        13.75 
 Granted .............................................         641        13.39 
 Exercised ...........................................        (265)        8.99 
 Forfeited ...........................................        (857)       15.47 
                                                             -----       ------ 
Balance at December 31, 2002 .........................       2,743       $13.55 
                                                             =====       ====== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

18. Stock Options -- (Continued)                                                

The following table summarizes information about stock options outstanding
at December 31, 2002 (options in thousands):                                    

                                                                [Download Table]

                                             Weighted                               
                                              Average                               
                               Weighted      Remaining                   Weighted   
  Range of       Options       Average      Contractual    Options       Average    
Option Prices  Outstanding  Exercise Price     Life      Exercisable  Exercise Price
-------------  -----------  --------------  -----------  -----------  --------------
                                                                                    
  $ 7 - $14       2,126         $11.50          6.9         1,020         $11.96    
  $14 - $21         175         $14.31          6.6           163         $14.17    
  $21 - $28         443         $23.11          5.6           429         $23.08    

 As of December 31, 2002, 2001 and 2000, there were 1,612,000, 2,120,000 and
1,706,000 exercisable stock options, respectively.                              

19. Shareholders' Equity                                                        

General Cable is authorized to issue 75 million shares of common stock and
25 million shares of preferred stock.                                           

  The table below summarizes information about restricted stock awarded during
the following years:                                                            

                                                                [Download Table]

                                                                 2001      2000 
                                                               --------   ------
                                                                                
Number of shares awarded ..................................     357,500    9,257
Fair value of shares at date issued (in millions) .........    $    2.7   $  0.1

There was no restricted stock awarded during 2002.                        

 During the first quarter of 2001, 355,500 shares of restricted common stock
with performance accelerated vesting features were awarded to certain senior    
executives under the Company's 1997 Stock Incentive Plan as amended (the        
"Plan"). Under the terms of the Plan, the Company can award restricted common   
stock to executives and key employees with such features. The restricted        
shares vest six years from the date of grant unless certain performance         
criteria are met. The performance measure used to determine vesting is the      
Company's stock price. The stock price targets must be sustained for 20         
business days in order to trigger accelerated vesting. During the second        
quarter of 2001, as a result of the achievement of performance criteria,        
restrictions on 50% of the stock expired and the Company recognized             
accelerated amortization of $1.2 million.                                       

Restrictions on the majority of the shares issued during 2000 will expire 
ratably over a three-year period. Amortization of all outstanding restricted    
stock awards was $0.1 million, $2.1 million and $2.0 million during 2002, 2001  
and 2000, respectively.                                                         

In November 1998, General Cable entered into a Stock Loan Incentive Plan  
(SLIP) with executive officers and key employees. Under the SLIP, the Company   
loaned $6.0 million to facilitate open market purchases of General Cable        
Common Stock. The loans are evidenced by notes that bear interest at 5.12% and  
mature in November 2003. A matching restricted stock unit (MRSU) was issued     
for each share of stock purchased under the SLIP. The MRSUs generally vest      
after five years of continuous employment. If the vesting requirements are      
met, one share of General Cable Common Stock will be issued in exchange for     
each MRSU. The fair value of the MRSUs at the grant date of $6.0 million,       
adjusted for subsequent forfeitures, is being amortized to expense over the     
five-year vesting period. There are 214,707 MRSUs outstanding as of             
December 31, 2002. Amortization expense related to the MRSUs was $0.9 million,  
$0.2 million and $1.1 million during 2002, 2001 and 2000 respectively.          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

19. Shareholders' Equity -- (Continued)                                         

  The components of accumulated other comprehensive income (loss) consisted of
the following (in millions):                                                    

                                                                [Download Table]

                                                               December 31,   
                                                              --------------- 
                                                               2002     2001  
                                                              ------   ------ 
                                                                              
Foreign currency translation adjustment ..................... $ (9.5)  $(20.7)
Pension adjustments, net of tax .............................  (30.6)    (1.4)
Change in fair value of derivatives, net of tax .............   (4.2)    (3.7)
Unrealized investment (losses) gains ........................   (0.3)     0.1 
                                                              ------   ------ 
                                                              $(44.6)  $(25.7)
                                                              ======   ====== 

20. Earnings (Loss) Per Common Share of Continuing Operations                   

A reconciliation of the numerator and denominator of earnings (loss) per  
common share of continuing operations to earnings (loss) per common share of    
continuing operations assuming dilution for the years ended December 31, is as  
follows (in millions):                                                          

                                                        [Enlarge/Download Table]

                                                                                                         2002    2001    2000  
                                                                                                        ------   -----  ------ 
                                                                                                                               
Earnings (loss) from continuing operations per common share:                                                                   
 Income (loss) from continuing operations (1).......................................................... $(18.1)  $37.5  $(18.7)
 Weighted average shares outstanding (2)...............................................................   33.0    32.8    33.6 
Earnings (loss) from continuing operations per common share............................................ $(0.55)  $1.14  $(0.56)
Earnings (loss) from continuing operations per common share -- assuming dilution:                                              
 Income (loss) from continuing operations (1).......................................................... $(18.1)  $37.5  $(18.7)
 Weighted average shares outstanding...................................................................   33.0    32.8    33.6 
 Dilutive effect of stock options and restricted stock units                                                --     0.3      -- 
                                                                                                        ------   -----  ------ 
 Total shares (2)......................................................................................   33.0    33.1    33.6 
Earnings (loss) from continuing operations per common share -- assuming dilution....................... $(0.55)  $1.13  $(0.56)

---------------                                                                 
(1) Numerator                                                                   
(2) Denominator                                                                 

The earnings (loss) per common share -- assuming dilution computation     
excludes the impact of 2.7 million, 3.0 million and 2.3 million stock options   
and restricted stock units in 2002, 2001 and 2000, respectively, because their  
impact was anti-dilutive.                                                       

21. Segment Information                                                         

  General Cable has three reportable operating segments: the Energy Group, the
Industrial & Specialty Group and the Communications Group. These segments are   
strategic business units organized around three product categories that follow  
management's internal organization structure. Beginning in the third quarter    
of 2001, the Company has reported the Building Wire and Cordsets segment as     
discontinued operations for financial reporting purposes.                       

  The Energy Group manufactures and sells wire and cable products that include
low-, medium- and high-voltage power distribution and power transmission        
products. The Industrial & Specialty Group manufactures and sells wire and      
cable products that conduct electrical current for industrial and commercial    
power and control applications. The Communications Group manufactures and       
sells wire and cable products that transmit low-voltage signals for voice,      
data, video and control applications.                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

21. Segment Information -- (Continued)                                          

Segment net sales represent sales to external customers. Segment operating
income represents profit from continuing operations before interest income,     
interest expense, other financial costs or income taxes. The operating loss     
included in corporate for 2002 consisted of $21.2 million related to the        
closure of two manufacturing plants, a $1.7 million loss on the sale of a non-  
strategic United Kingdom-based specialty cables business, a $3.6 million        
charge to reduce to fair value certain assets contributed to the Company's      
Fiber Optic joint venture, and $6.9 million for severance and related costs     
for headcount reductions of approximately 140 employees worldwide. The          
operating loss in corporate for 2001 consisted of a pre-tax gain of             
$7.0 million related to the divestiture of assets to Pirelli, a pre-tax gain    
of $23.8 million from the sale of the Pyrotenax business, $4.8 million for the  
closure of a manufacturing plant, $16.5 million in severance and related        
charges for a plan to reduce headcount throughout its worldwide operations by   
approximately 100 employees, $5.5 million loss related to the sale of a non-    
strategic business which designs and manufactures extrusion tooling and         
accessories, $7.0 million related to the disposal of inventory as part of the   
Company's optimization of its distribution network and $0.8 million for         
certain other costs. The corporate operating loss for 2000 represents the loss  
on the sale of certain businesses to Pirelli. See further discussion of         
corporate charges in Note 4. Depreciation on corporate property has been        
allocated to the operating segments. The accounting policies of the operating   
segments are the same as those described in the summary of significant          
accounting policies (see Note 2). The Company has recorded the operating items  
discussed in Note 4 in the Corporate Segment rather than reflect such items in  
the Energy, Industrial & Specialty or Communications Segments operating         
income. These items are reported in the Corporate Segment because they are not  
considered in the operating performance evaluation of the Energy, Industrial &  
Specialty or Communications Segment by the Company's chief operating decision-  
maker, its Chief Executive Officer.                                             

Corporate assets included cash, deferred income taxes, property, certain  
prepaid expenses and other current and non-current assets as well as the        
identifiable assets of the discontinued operations. Capital expenditures and    
depreciation expense included in the corporate column represent the             
discontinued operations.                                                        

Summarized financial information for the Company's operating segments for 
the years ended December 31, is as follows (in millions). Certain               
reclassifications have been made to the prior year to conform to the current    
year segment presentation.                                                      

                                                        [Enlarge/Download Table]

                                                                 Energy   Industrial &  Communications                     
                                                                 Group      Specialty        Group      Corporate    Total 
                                                                 ------   ------------  --------------  ---------  --------
                                                                                                                           
Net Sales:                                                                                                                 
   2002......................................................... $516.0      $499.4         $438.5       $   --    $1,453.9
   2001.........................................................  521.8       537.6          592.0           --     1,651.4
   2000.........................................................  733.6       796.7          631.8           --     2,162.1
Operating Income:                                                                                                          
   2002.........................................................   36.9         9.7            2.5        (33.4)       15.7
   2001.........................................................   35.3        24.3           48.5         (3.8)      104.3
   2000.........................................................  (24.4)       29.7           59.8        (31.0)       34.1
Identifiable Assets:                                                                                                       
   2002.........................................................  229.1       289.9          318.3        136.0       973.3
   2001.........................................................  210.3       287.7          370.6        136.7     1,005.3
   2000.........................................................  183.6       374.4          340.1        421.1     1,319.2
Capital Expenditures:                                                                                                      
   2002.........................................................    9.9        13.4            8.1           --        31.4
   2001.........................................................   17.0        12.1           24.0          1.8        54.9
   2000.........................................................   27.3        12.0           13.0          3.7        56.0
Depreciation Expense:                                                                                                      
   2002.........................................................    3.8         8.5           15.8           --        28.1
   2001.........................................................    3.5         7.5           15.1          5.6        31.7
   2000.........................................................   17.7         9.4           17.1          7.8        52.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

21. Segment Information -- (Continued)                                          

The following table presents revenues by geographic region based on the   
location of the use of the product or services for the years ended December 31  
(in millions):                                                                  

                                                        [Enlarge/Download Table]

                                                                                         2002      2001      2000  
                                                                                       --------  --------  --------
                                                                                                                   
United States......................................................................... $1,023.3  $1,146.9  $1,287.2
Europe................................................................................    314.7     321.2     615.4
Rest of World.........................................................................    115.9     183.3     259.5
                                                                                       --------  --------  --------
                                                                                       $1,453.9  $1,651.4  $2,162.1
                                                                                       ========  ========  ========

The following table presents property, plant and equipment by geographic  
region based on the location of the asset as of December 31 (in millions):      

                                                        [Enlarge/Download Table]

                                                                                         2002    2001    2000 
                                                                                        ------  ------  ------
                                                                                                              
United States.......................................................................... $220.3  $245.5  $279.9
Europe.................................................................................   66.8    44.8    45.0
Rest of World..........................................................................   36.2    30.6    54.5
                                                                                        ------  ------  ------
                                                                                        $323.3  $320.9  $379.4
                                                                                        ======  ======  ======

22. Commitments and Contingencies                                               

Certain present and former operating sites, or portions thereof, currently
or previously owned or leased by current or former operating units of General   
Cable are the subject of investigations, monitoring or remediation under the    
United States Federal Comprehensive Environmental Response, Compensation and    
Liability Act (CERCLA or Superfund), the Federal Resource Conservation and      
Recovery Act or comparable state statutes or agreements with third parties.     
These proceedings are in various stages ranging from initial investigations to  
active settlement negotiations to implementation of the cleanup or remediation  
of sites.                                                                       

Certain present and former operating units of General Cable in the United 
States have been named as potentially responsible parties (PRPs) at several     
off-site disposal sites under CERCLA or comparable state statutes in federal    
court proceedings. In each of these matters, the operating unit of General      
Cable is working with the governmental agencies involved and other PRPs to      
address environmental claims in a responsible and appropriate manner.           

At December 31, 2002 and 2001, General Cable had an accrued liability of  
approximately $4.6 million and $4.8 million, respectively, for various          
environmental-related liabilities of which General Cable is aware. American     
Premier Underwriters Inc., a former parent of General Cable, agreed to          
indemnify General Cable against all environmental-related liabilities arising   
out of General Cable's or its predecessors' ownership or operation of the       
Indiana Steel & Wire Company and Marathon Manufacturing Holdings, Inc.          
businesses (which were divested by General Cable), without limitation as to     
time or amount. American Premier also agreed to indemnify General Cable         
against 66 2/3% of all other environmental-related liabilities arising out of   
General Cable's or its predecessors' ownership or operation of other            
properties and assets in excess of $10 million but not in excess of $33 million 
which were identified during the seven-year period ended June 2001.             
Indemnifiable environmental liabilities through June 2001 were substantially    
below that threshold. While it is difficult to estimate future environmental-   
related liabilities accurately, General Cable does not currently anticipate     
any material adverse impact on its results of operations, financial position    
or cash flows as a result of compliance with federal, state, local or foreign   
environmental laws or regulations or cleanup costs of the sites discussed       
above.                                                                          

As part of the Acquisition, BICC plc agreed to indemnify General Cable    
against environmental liabilities existing at the date of the closing of the    
purchase of the business. The indemnity is for an eight-year period ending in   
2007 while General Cable operates the businesses subject to certain sharing of  
losses (with BICC                                                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

22. Commitments and Contingencies -- (Continued)                                

plc covering 95% of losses in the first three years, 80% in years four and      
five and 60% in the remaining three years). The indemnity is also subject to    
the overall indemnity limit of $150 million, which applies to all warranty and  
indemnity claims in the transaction. In addition, BICC plc assumed              
responsibility for cleanup of certain specific conditions at several sites      
operated by General Cable and cleanup is mostly complete at those sites. In     
the sale of the European businesses to Pirelli in August 2000, the Company      
generally indemnified Pirelli against any environmental-related liabilities on  
the same basis as BICC plc indemnified the Company in the earlier Acquisition.  
However, the indemnity the Company received from BICC plc related to the        
European businesses sold to Pirelli terminated upon the sale of those           
businesses to Pirelli. At this time, there are no claims outstanding under the  
general indemnity provided by BICC plc.                                         

  General Cable has also agreed to indemnify Southwire Company against certain
environmental liabilities arising out of the operation of the business it sold  
to Southwire prior to its sale.                                                 

 In addition, Company subsidiaries have been named as defendants in lawsuits
alleging exposure to asbestos in products manufactured by the Company. At       
December 31, 2002, there were approximately 11,400 non-maritime claims and      
33,000 maritime asbestos claims outstanding. During 2002, some 300 new non-     
maritime claims and 550 maritime claims were filed; 35 non-maritime claims and  
no maritime claims were dismissed, settled or otherwise disposed of in that     
period. At December 31, 2002 and 2001, General Cable had accrued approximately  
$1.3 million and $1.2 million, respectively, for these lawsuits.                

 The Company does not believe that the outcome of the litigation will have a
material adverse effect on its results of operations, financial position or     
cash flows.                                                                     

General Cable is also involved in various routine legal proceedings and   
administrative actions. Such proceedings and actions should not, individually   
or in the aggregate, have a material adverse effect on its result of            
operations, cash flows or financial position.                                   

As part of the October 2002 amendment to its credit facility, a contingent
payment to the lenders was established of approximately $5.5 million if the     
total facility commitments are not reduced by at least $100 million by          
December 15, 2003. The Company is actively pursuing other financing             
arrangements in excess of the $100 million target in addition to generating     
cash from operations in 2003 and currently believes this contingent payment     
will not be required.                                                           

General Cable has entered into various operating lease agreements related 
principally to certain administrative, manufacturing and distribution           
facilities and transportation equipment. Future minimum rental payments         
required under non-cancelable lease agreements at December 31, 2002 were as     
follows: 2003 - $10.6 million, 2004 - $7.9 million, 2005 - $5.0 million, 2006   
- $4.0 million and 2007 - $1.3 million. Rental expense recorded under           
operating leases was $10.3 million, $16.2 million and $9.2 million for the      
years ended December 31, 2002, 2001 and 2000, respectively.                     

23. Related Party Transactions                                                  

During the second quarter of 2002, General Cable formed a joint venture   
company to manufacture and market fiber optic cables. General Cable             
contributed assets, primarily inventory and machinery and equipment, to a       
subsidiary company, which was then contributed to the joint venture in          
exchange for a $10.2 million note receivable, which resulted in a $5.6 million, 
deferred gain on the transaction. The Company will recognize the gain as the    
note is repaid. General Cable owns 49% of the joint venture company.            

  The joint venture company manufactures and sells to General Cable all of the
fiber optic cable products that General Cable sells to its customers. During    
2002, General Cable purchased approximately $12.2 million from the joint        
venture company. At December 31, 2002, General Cable had a $3.0 million         
payable to the joint venture company for these purchases.                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

23. Related Party Transactions -- (Continued)                                   

 General Cable sells fiber, a primary raw material used by the joint venture
Company, to the joint venture company. During 2002, General Cable sold          
approximately $6.8 million to the joint venture company. At December 31, 2002,  
General Cable had a receivable of $2.6 million from the joint venture company   
for these transactions.                                                         

  For the year ended December 31, 2002, the joint venture company had sales of
$12.3 million and an operating loss and net loss of $(1.2) million. At          
December 31, 2002, the joint venture company had total assets of $12.9 million, 
total liabilities of $5.1 million and total equity of $7.8 million.             

24. Quarterly Operating Results (Unaudited)                                     

The interim financial information is unaudited. In the opinion of         
management, the interim financial information reflects all adjustments          
necessary for a fair presentation of quarterly financial information.           
Quarterly results have been influenced by seasonal factors inherent in General  
Cable's businesses. The sum of the quarter's earnings (loss) per share amounts  
may not add to full year earnings per share because each quarter is calculated  
independently. Summarized historical quarterly financial data for 2002 and      
2001 are set forth below (in millions, except per share data):                  

                                                        [Enlarge/Download Table]

                                                                                           First    Second    Third    Fourth 
                                                                                          Quarter  Quarter   Quarter  Quarter 
                                                                                          -------  -------   -------  ------- 
                                                                                                                              
2002                                                                                                                          
----                                                                                                                          
Net sales ...............................................................................  $361.4   $393.7   $347.4    $351.4 
Gross profit ............................................................................    48.1     44.7     37.6      36.2 
Income (loss) from continuing operations ................................................     4.9    (11.8)    (4.0)     (7.2)
Loss on disposal of discontinued operations (net of tax) ................................      --     (3.9)      --      (2.0)
Net income (loss) .......................................................................     4.9    (15.7)    (4.0)     (9.2)

EPS of Continuing Operations                                                                                                  
----------------------------                                                                                                  
Earning (loss) per common share .........................................................  $ 0.15   $(0.36)  $(0.12)   $(0.22)
Earnings (loss) dilution per common share--assuming dilution ............................  $ 0.15   $(0.36)  $(0.12)   $(0.22)

EPS of Discontinued Operations                                                                                                
------------------------------                                                                                                
Loss per common share ...................................................................      --   $(0.12)      --    $(0.06)
Loss per common share--assuming dilution ................................................      --   $(0.12)      --    $(0.06)

EPS of Total Company                                                                                                          
--------------------                                                                                                          
Earnings (loss) per common share ........................................................  $ 0.15   $(0.48)  $(0.12)   $(0.28)
Earnings (loss) per common share--assuming dilution .....................................  $ 0.15   $(0.48)  $(0.12)   $(0.28)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

24. Quarterly Operating Results (Unaudited) -- (Continued)                      

                                                        [Enlarge/Download Table]

                                                                                           First     Second    Third    Fourth
                                                                                          Quarter   Quarter   Quarter  Quarter
                                                                                          -------   -------   -------  -------
                                                                                                                              
2001                                                                                                                          
----                                                                                                                          
Net sales ...............................................................................  $451.7    $449.9   $389.5    $360.3
Gross profit ............................................................................    70.7      73.5     52.3      44.2
Other income ............................................................................      --       8.1       --        --
Income from continuing operations .......................................................    14.9      17.8      1.4       3.4
Loss from operations of discontinued businesses (net of tax) ............................    (3.4)     (2.6)    (0.8)       --
Loss on disposal of discontinued operations (net of tax) ................................      --        --    (32.7)       --
Net income (loss) .......................................................................    11.5      15.2    (32.1)      3.4

EPS of Continuing Operations                                                                                                  
----------------------------                                                                                                  
Earnings per common share ............................................................... $  0.46   $  0.55   $ 0.04   $  0.10
Earnings dilution per common share--assuming dilution ................................... $  0.46   $  0.54   $ 0.04   $  0.10

EPS of Discontinued Operations                                                                                                
------------------------------                                                                                                
Loss per common share ................................................................... $ (0.11)  $ (0.08)  $(1.02)       --
Loss per common share--assuming Dilution ................................................ $ (0.11)  $ (0.08)  $(1.02)       --

EPS of Total Company                                                                                                          
--------------------                                                                                                          
Earnings (loss) per common share ........................................................ $  0.35   $  0.47   $(0.98)  $  0.10
Earnings (loss) per common share--assuming dilution ..................................... $  0.35   $  0.46   $(0.98)  $  0.10

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information                                          

General Cable Corporation (the Issuer) intends to issue and sell          
$275.0 million of Senior Notes due 2010. General Cable Corporation and its      
material North American wholly-owned subsidiaries will fully and                
unconditionally guarantee the notes on a joint and several basis. The Company   
has not presented separate financial statements and other disclosures           
concerning the guarantor subsidiaries because management has determined that    
such information will not be material to the holders of the Senior Notes. The   
following consolidating financial information presents information about the    
Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Initially, all   
of the Company's subsidiaries will be "restricted subsidiaries" for purposes    
of the Senior Notes. Investments in subsidiaries are accounted for on the       
equity basis. Intercompany transactions are eliminated.                         

Supplemental Consolidating Statements of Operations 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                  Year Ended December 31, 2002                   
                                                               ----------------------------------------------------------------- 
                                                                          Guarantor     Non-Guarantor                            
                                                               Issuer   Subsidiaries     Subsidiaries    Eliminations     Total  
                                                               ------   ------------    -------------    ------------   -------- 
                                                                                                                                 
Net sales:                                                                                                                       
 Customers.................................................... $   --     $1,077.2          $376.7          $   --      $1,453.9 
 Intercompany.................................................   25.6           --              --           (25.6)           -- 
                                                               ------     --------          ------          ------      -------- 
                                                                 25.6      1,077.2           376.7           (25.6)      1,453.9 
Cost of sales.................................................     --        998.1           314.8           (25.6)      1,287.3 
                                                               ------     --------          ------          ------      -------- 
Gross profit..................................................   25.6         79.1            61.9              --         166.6 
Selling, general and administrative expenses..................   20.7        102.4            27.8              --         150.9 
                                                               ------     --------          ------          ------      -------- 
Operating income (loss).......................................    4.9        (23.3)           34.1              --          15.7 
Interest income (expense):                                                                                                       
 Interest expense.............................................  (37.4)       (66.1)           (5.9)           65.9         (43.5)
 Interest income..............................................   44.4         20.8             1.6           (65.9)          0.9 
 Other financial costs........................................   (1.1)          --              --              --          (1.1)
                                                               ------     --------          ------          ------      -------- 
                                                                  5.9        (45.3)           (4.3)             --         (43.7)
                                                               ------     --------          ------          ------      -------- 
Income (loss) from continuing operations before income taxes..   10.8        (68.6)           29.8              --         (28.0)
Income tax (provision) benefit................................   (3.8)        24.3           (10.6)             --           9.9 
                                                               ------     --------          ------          ------      -------- 
Income (loss) from continuing operations......................    7.0        (44.3)           19.2              --         (18.1)
Loss on disposal of discontinued operations (net of tax)......     --         (5.9)             --              --          (5.9)
                                                               ------     --------          ------          ------      -------- 
   Net income (loss).......................................... $  7.0     $  (50.2)         $ 19.2          $   --      $  (24.0)
                                                               ======     ========          ======          ======      ======== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

                                                        [Enlarge/Download Table]

                                                                                  Year Ended December 31, 2001                   
                                                               ----------------------------------------------------------------- 
                                                                          Guarantor     Non-Guarantor                            
                                                               Issuer   Subsidiaries     Subsidiaries    Eliminations     Total  
                                                               ------   ------------    -------------    ------------   -------- 
                                                                                                                                 
Net sales:                                                                                                                       
 Customers.................................................... $   --     $1,245.3          $406.1          $   --      $1,651.4 
 Intercompany.................................................   39.0           --              --           (39.0)           -- 
                                                               ------     --------          ------          ------      -------- 
                                                                 39.0      1,245.3           406.1           (39.0)      1,651.4 
Cost of sales.................................................     --      1,110.9           338.8           (39.0)      1,410.7 
                                                               ------     --------          ------          ------      -------- 
Gross profit..................................................   39.0        134.4            67.3              --         240.7 
Selling, general and administrative expenses..................   35.4         67.1            33.9              --         136.4 
                                                               ------     --------          ------          ------      -------- 
Operating income..............................................    3.6         67.3            33.4              --         104.3 
Other income..................................................     --           --             8.1              --           8.1 
Interest income (expense):                                                                                                       
 Interest expense.............................................  (47.0)       (53.8)          (10.7)           65.9         (45.6)
 Interest income..............................................   59.3          7.4             0.9           (65.9)          1.7 
 Other financial costs........................................   (6.2)        (4.2)             --              --         (10.4)
                                                               ------     --------          ------          ------      -------- 
                                                                  6.1        (50.6)           (9.8)             --         (54.3)
                                                               ------     --------          ------          ------      -------- 
Income (loss) from continuing operations before income taxes..    9.7        (16.7)           31.7              --          58.1 
Income tax (provision) benefit................................   (3.4)        (5.9)          (11.3)             --         (20.6)
                                                               ------     --------          ------          ------      -------- 
Income (loss) from continuing operations......................    6.3         10.8            20.4              --          37.5 
Loss from operations of discontinued operations (net of tax)..     --         (6.8)             --              --          (6.8)
Loss on disposal of discontinued operations (net of tax)......     --        (32.7)             --              --         (32.7)
                                                               ------     --------          ------          ------      -------- 
   Net income (loss).......................................... $  6.3     $  (28.7)         $ 20.4          $   --      $   (2.0)
                                                               ======     ========          ======          ======      ======== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Statements of Operations 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                  Year Ended December 31, 2000                   
                                                               ----------------------------------------------------------------- 
                                                                          Guarantor     Non-Guarantor                            
                                                               Issuer   Subsidiaries     Subsidiaries    Eliminations     Total  
                                                               ------   ------------    -------------    ------------   -------- 
                                                                                                                                 
Net Sales:                                                                                                                       
 Customers.................................................... $   --     $1,367.6          $794.5          $   --      $2,162.1 
 Intercompany.................................................   39.9           --            26.5           (66.4)           -- 
                                                               ------     --------          ------          ------      -------- 
                                                                 39.9      1,367.6           821.0           (66.4)      2,162.1 
Cost of sales.................................................     --      1,190.2           746.6           (66.4)      1,870.4 
                                                               ------     --------          ------          ------      -------- 
Gross profit..................................................   39.9        177.4            74.4              --         291.7 
Selling, general and administrative expenses..................   36.3        118.9           102.4              --         257.6 
                                                               ------     --------          ------          ------      -------- 
Operating income..............................................    3.6         58.5           (28.0)             --          34.1 
Interest income (expense):                                                                                                       
 Interest expense.............................................  (53.4)       (71.7)          (15.5)           78.3         (62.3)
 Interest income..............................................   68.3         11.4             1.1           (78.3)          2.5 
 Other financial costs........................................   (3.3)          --              --              --          (3.3)
                                                               ------     --------          ------          ------      -------- 
                                                                 11.6        (60.3)          (14.4)             --         (63.1)
                                                               ------     --------          ------          ------      -------- 
Income (loss) from continuing operations before income taxes..   15.2         (1.8)          (42.4)             --         (29.0)
Income tax (provision) benefit................................   (5.4)         0.6            15.1              --          10.3 
                                                               ------     --------          ------          ------      -------- 
Income (loss) from continuing operations......................    9.8         (1.2)          (27.3)             --         (18.7)
Loss from operations of discontinued Operations (net of tax)..     --         (7.7)             --              --          (7.7)
                                                               ------     --------          ------          ------      -------- 
 Net income (loss)............................................ $  9.8     $   (8.9)         $(27.3)         $   --      $  (26.4)
                                                               ======     ========          ======          ======      ======== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Balance Sheets 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                        December 31, 2002                       
                                                                 ---------------------------------------------------------------
                                                                            Guarantor     Non-Guarantor                         
                                                                 Issuer   Subsidiaries     Subsidiaries    Eliminations    Total
                                                                 ------   ------------    -------------    ------------   ------
                                                                                                                                
Assets                                                                                                                          
Current assets:                                                                                                                 
 Cash........................................................... $   --     $    8.1          $ 21.0         $    --      $ 29.1
 Receivables, net of allowances.................................     --          7.4            98.5              --       105.9
 Retained interest in accounts receivable.......................     --         84.8              --              --        84.8
 Inventories....................................................     --        149.5           108.8              --       258.3
 Deferred income taxes..........................................     --         12.2              --              --        12.2
 Prepaid expenses and other.....................................    1.3         40.4             0.9              --        42.6
                                                                 ------     --------          ------         -------      ------
   Total current assets.........................................    1.3        302.4           229.2              --       532.9
 Property, plant and equipment, net.............................    0.5        249.9            72.9              --       323.3
 Deferred income taxes..........................................   (3.6)        78.1            (6.2)             --        68.3
 Intercompany accounts..........................................  451.8           --            24.3          (476.1)         --
 Investment in subsidiaries.....................................   33.8        345.2              --          (379.0)         --
 Other non-current assets.......................................    8.8         38.9             1.1              --        48.8
                                                                 ------     --------          ------         -------      ------
   Total assets................................................. $492.6     $1,014.5          $321.3         $(855.1)     $973.3
                                                                 ======     ========          ======         =======      ======
Liabilities and Shareholders' Equity                                                                                            
Current liabilities:                                                                                                            
 Accounts payable............................................... $   --     $  112.2          $129.9         $    --      $242.1
 Accrued liabilities............................................    5.6         77.4            16.2              --        99.2
 Current portion of long-term debt..............................     --         13.0            27.8              --        40.8
                                                                 ------     --------          ------         -------      ------
   Total current liabilities....................................    5.6        202.6           173.9              --       382.1
Long-term debt..................................................  304.1         77.4            29.6              --       411.1
Deferred income taxes...........................................     --          1.9             0.2              --         2.1
Intercompany accounts...........................................     --        476.1              --          (476.1)         --
Other liabilities...............................................   32.9         78.2             6.0              --       117.1
                                                                 ------     --------          ------         -------      ------
   Total liabilities............................................  342.6        836.2           209.7          (476.1)      912.4
Total shareholders' equity......................................  150.0        178.3           111.6          (379.0)       60.9
                                                                 ------     --------          ------         -------      ------
Total liability and shareholders' equity........................ $492.6     $1,014.5          $321.3         $(855.1)     $973.3
                                                                 ======     ========          ======         =======      ======

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

                                                        [Enlarge/Download Table]

                                                                                       December 31, 2001                        
                                                               -----------------------------------------------------------------
                                                                          Guarantor     Non-Guarantor                           
                                                               Issuer   Subsidiaries     Subsidiaries    Eliminations     Total 
                                                               ------   ------------    -------------    ------------   --------
                                                                                                                                
Assets                                                                                                                          
Current assets:                                                                                                                 
 Cash......................................................... $   --     $    6.8          $  9.8         $    --      $   16.6
 Receivables, net of allowances...............................     --         17.4            88.4              --         105.8
 Retained interest in accounts receivable.....................     --         83.1              --              --          83.1
 Inventories..................................................     --        221.8            93.6              --         315.4
 Deferred income taxes........................................     --         27.5              --              --          27.5
 Prepaid expenses and other...................................    3.2         20.0             0.7              --          23.9
                                                               ------     --------          ------         -------      --------
   Total current assets.......................................    3.2        376.6           192.5              --         572.3
 Property, plant and equipment, net...........................    0.4        277.1            43.4              --         320.9
 Deferred income taxes........................................   (3.4)        71.0            (2.6)             --          65.0
 Intercompany accounts........................................  444.9           --            33.8          (478.7)           --
 Investment in subsidiaries...................................   33.9        345.3              --          (379.2)           --
 Other non-current assets.....................................   11.2         33.6             2.3              --          47.1
                                                               ------     --------          ------         -------      --------
   Total assets............................................... $490.2     $1,103.6          $269.4         $(857.9)     $1,005.3
                                                               ======     ========          ======         =======      ========
Liabilities and Shareholders' Equity                                                                                            
Current liabilities:                                                                                                            
 Accounts payable............................................. $   --     $  137.5          $111.9         $    --      $  249.4
 Accrued liabilities..........................................    7.5         96.2             9.9              --         113.6
 Current portion of long-term debt............................     --         17.9            21.5              --          39.4
                                                               ------     --------          ------         -------      --------
   Total current liabilities..................................    7.5        251.6           143.3              --         402.4
Long-term debt................................................  304.3         84.7            32.0              --         421.0
Deferred income taxes.........................................     --          0.7             2.2              --           2.9
Intercompany accounts.........................................     --        478.7              --          (478.7)           --
Other liabilities.............................................   32.9         30.5            10.7              --          74.1
                                                               ------     --------          ------         -------      --------
   Total liabilities..........................................  344.7        846.2           188.2          (478.7)        900.4
Total shareholders' equity....................................  145.5        257.4            81.2          (379.2)        104.9
                                                               ------     --------          ------         -------      --------
Total liability and shareholders' equity...................... $490.2     $1,103.6          $269.4         $(857.9)     $1,005.3
                                                               ======     ========          ======         =======      ========

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Cash Flows 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                    Year Ended December 31, 2002                  
                                                                  --------------------------------------------------------------- 
                                                                             Guarantor     Non-Guarantor                          
                                                                  Issuer   Subsidiaries     Subsidiaries    Eliminations    Total 
                                                                  ------   ------------    -------------    ------------   ------ 
                                                                                                                                  
Cash flows of operating activities:                                                                                               
 Net income (loss)..............................................  $ 7.0       $(50.2)          $ 19.2           $--        $(24.0)
 Adjustment to reconcile net loss to net cash provided by                                                                         
   operating activities:                                                                                                          
   Depreciation and amortization................................    1.1         29.0              0.5            --          30.6 
   Deferred income taxes........................................    0.2         12.7              1.5            --          14.4 
   (Gain) loss on sale of business..............................     --          1.7               --            --           1.7 
   Changes in operating assets and liabilities, net of effect of                                                                  
    acquisitions and divestitures:..............................                                                                  
    (Increase) decrease in receivables..........................     --          7.0              8.1            --          15.1 
    (Increase) decrease in inventories..........................     --         65.8             (4.3)           --          61.5 
    (Increase) decrease in other assets.........................    4.4        (13.4)             1.0            --          (8.0)
    Increase (decrease) in accounts payable, accrued and other                                                                    
      liabilities...............................................   (2.8)       (19.1)           (12.1)           --         (34.0)
                                                                  -----       ------           ------           ---        ------ 
   Net cash flows of operating activities.......................    9.9         33.5             13.9            --          57.3 
                                                                  -----       ------           ------           ---        ------ 
Cash flows of investing activities:                                                                                               
 Capital expenditures...........................................   (0.2)       (17.3)           (13.9)           --         (31.4)
 Proceeds from sale of businesses, net of cash sold.............     --          1.7               --            --           1.7 
 Proceeds from properties sold..................................     --          1.2              0.4            --           1.6 
 Other, net.....................................................     --         (0.5)              --            --          (0.5)
                                                                  -----       ------           ------           ---        ------ 
   Net cash flows of investing activities.......................   (0.2)       (14.9)           (13.5)           --         (28.6)
                                                                  -----       ------           ------           ---        ------ 
Cash flows of financing activities:                                                                                               
 Dividends paid.................................................   (5.0)          --               --            --          (5.0)
 Intercompany accounts..........................................   (6.9)        (2.6)             9.5            --            -- 
 Net changes in revolving credit borrowings.....................    0.5         (2.7)              --            --          (2.2)
 Net change in other debt.......................................     --          3.5              0.5            --           4.0 
 Repayment of long-term debt....................................   (0.7)       (15.5)             0.8            --         (15.4)
 Proceeds from exercise of stock options........................    2.4           --               --            --           2.4 
                                                                  -----       ------           ------           ---        ------ 
   Net cash flows of financing activities.......................   (9.7)       (17.3)            10.8            --         (16.2)
                                                                  -----       ------           ------           ---        ------ 
Increase (decrease) in cash.....................................     --          1.3             11.2            --          12.5 
Cash - beginning of period......................................     --          6.8              9.8            --          16.6 
                                                                  -----       ------           ------           ---        ------ 
Cash - end of period............................................  $  --       $  8.1           $ 21.0           $--        $ 29.1 
                                                                  =====       ======           ======           ===        ====== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Cash Flows 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                  Year Ended December 31, 2001                   
                                                                ---------------------------------------------------------------- 
                                                                           Guarantor     Non-Guarantor                           
                                                                Issuer   Subsidiaries     Subsidiaries    Eliminations    Total  
                                                                ------   ------------    -------------    ------------   ------- 
                                                                                                                                 
Cash flows of operating activities:                                                                                              
 Net income (loss)............................................. $  6.3      $ (28.7)         $ 20.4            --        $  (2.0)
 Adjustment to reconcile net loss to net cash provided by                                                                        
  operating activities:                                                                                                          
   Depreciation and amortization...............................    2.4         32.2             0.4            --           35.0 
   Foreign currency translation adjustment.....................     --           --            (8.5)           --           (8.5)
   Deferred income taxes.......................................   (2.1)       (42.3)           27.7            --          (16.7)
   (Gain) loss on sale of business.............................     --        (18.3)             --            --          (18.3)
   Changes in operating assets and liabilities, net of effect                                                                    
    of acquisitions and divestitures:                                                                                            
   Sale of receivables, net of transaction costs paid at                                                                         
    closing....................................................     --        145.0              --            --          145.0 
    (Increase) decrease in receivables.........................     --         16.9            (0.3)           --           16.6 
    (Increase) decrease in inventories.........................     --         35.7             1.6            --           37.3 
    (Increase) decrease in other assets........................    4.3         (3.4)            3.0            --            3.9 
    Increase (decrease) in accounts payable, accrued and other                                                                   
      liabilities..............................................  (11.7)       (69.7)          (27.7)           --         (109.1)
                                                                ------      -------          ------           ---        ------- 
   Net cash flows of operating activities......................   (0.8)        67.4            16.6            --           83.2 
                                                                ------      -------          ------           ---        ------- 
Cash flows of investing activities:                                                                                              
 Capital expenditures..........................................     --        (41.3)          (13.6)           --          (54.9)
 Proceeds from sale of businesses, net of cash sold............     --        141.8              --            --          141.8 
 Proceeds from properties sold.................................     --         (0.2)            6.9            --            6.7 
 Other, net....................................................     --         (1.7)             --            --           (1.7)
                                                                ------      -------          ------           ---        ------- 
   Net cash flows of investing activities......................     --         98.6            (6.7)           --           91.9 
                                                                ------      -------          ------           ---        ------- 
Cash flows of financing activities:                                                                                              
 Dividends paid................................................   (6.6)          --              --            --           (6.6)
 Intercompany accounts.........................................   43.8        (70.1)           26.3            --             -- 
 Net changes in revolving credit borrowings....................   36.9         (3.7)             --            --           33.2 
 Net change in other debt......................................     --         (0.3)            3.5            --            3.2 
 Repayment of long-term debt...................................  (73.2)       (94.8)          (41.4)           --         (209.4)
 Acquisition of treasury stock.................................   (2.2)          --              --            --           (2.2)
 Proceeds from exercise of stock options.......................    2.1           --              --                          2.1 
                                                                ------      -------          ------           ---        ------- 
Net cash flows of financing activities.........................    0.8       (168.9)          (11.6)           --         (179.7)
                                                                ------      -------          ------           ---        ------- 
Increase (decrease) in cash....................................     --         (2.9)           (1.7)           --           (4.6)
Cash - beginning of period.....................................     --          9.7            11.5            --           21.2 
                                                                ------      -------          ------           ---        ------- 
Cash - end of period........................................... $   --      $   6.8          $  9.8           $--        $  16.6 
                                                                ======      =======          ======           ===        ======= 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

25. Supplemental Guarantor Information -- (Continued)                           

Supplemental Condensed Consolidating Cash Flows 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                  Year Ended December 31, 2000                   
                                                                ---------------------------------------------------------------- 
                                                                           Guarantor     Non-Guarantor                           
                                                                Issuer   Subsidiaries     Subsidiaries    Eliminations    Total  
                                                                ------   ------------    -------------    ------------   ------- 
                                                                                                                                 
Cash flows of operating activities:                                                                                              
 Net income (loss)............................................. $  9.8      $  (8.9)         $(27.3)           --        $ (26.4)
 Adjustment to reconcile net loss to net cash provided by                                                                        
  operating activities:                                                                                                          
   Depreciation and amortization...............................    3.2         36.1            16.7            --           56.0 
   Deferred income taxes.......................................    5.4          3.4            (9.6)           --           (0.8)
   Changes in operating assets and liabilities, net of effect                                                                    
    of acquisitions and divestitures:                                                                                            
    (Increase) decrease in receivables.........................     --        (11.7)          (22.3)           --          (34.0)
    (Increase) decrease in inventories.........................     --         (4.8)          (47.3)           --          (52.1)
    (Increase) decrease in other assets........................    4.9         11.1           (16.3)           --           (0.3)
    Increase (decrease) in accounts payable, accrued and other                                                                   
      liabilities..............................................   24.4        (12.8)           62.1            --           73.7 
                                                                ------      -------          ------           ---        ------- 
   Net cash flows of operating activities......................   47.7         12.4           (44.0)           --           16.1 
                                                                ------      -------          ------           ---        ------- 
Cash flows of investing activities:                                                                                              
 Capital expenditures..........................................     --        (26.6)          (29.4)           --          (56.0)
 Acquisitions, net of cash acquired............................     --        (19.0)             --            --          (19.0)
 Proceeds from sale of businesses, net of cash sold............     --        158.1              --            --          158.1 
 Proceeds from properties sold.................................     --          0.6             0.2            --            0.8 
 Other, net                                                         --         (1.0)             --            --           (1.0)
                                                                ------      -------          ------           ---        ------- 
   Net cash flows of investing activities......................     --        112.1           (29.2)           --           82.9 
                                                                ------      -------          ------           ---        ------- 
Cash flows of financing activities:                                                                                              
 Dividends paid................................................   (6.7)          --              --                         (6.7)
 Intercompany accounts.........................................    1.1       (101.8)          100.7            --             -- 
 Net changes in revolving credit borrowings....................   20.5         26.7              --            --           47.2 
 Net change in other debt......................................     --         (0.2)          (13.9)           --          (14.1)
 Issuance of long-term debt....................................     --          7.4              --            --            7.4 
 Repayment of long-term debt...................................  (69.4)       (49.9)          (20.2)           --         (139.5)
 Acquisition of treasury stock.................................  (10.1)          --              --            --          (10.1)
 Proceeds from exercise of stock options.......................     --           --              --            --             -- 
                                                                ------      -------          ------           ---        ------- 
   Net cash flows of financing activities......................  (64.6)      (117.8)           66.6            --         (115.8)
                                                                ------      -------          ------           ---        ------- 
Increase (decrease) in cash....................................  (16.9)         6.7            (6.6)           --          (16.8)
Cash - beginning of period.....................................   16.9          3.0            18.1            --           38.0 
                                                                ------      -------          ------           ---        ------- 
Cash - end of period........................................... $   --      $   9.7          $ 11.5           $--        $  21.2 
                                                                ======      =======          ======           ===        ======= 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 
(in millions, except per share data)
(unaudited) 

                                                        [Enlarge/Download Table]

                                                                                            Three Months                         
                                                                                                Ended         Nine Months Ended  
                                                                                            September 30,       September 30,    
                                                                                           ---------------   ------------------- 
                                                                                           2003      2002      2003       2002   
                                                                                          ------    ------   --------   -------- 
                                                                                                                                 
Net sales ............................................................................... $382.5    $347.4   $1,133.1   $1,102.5 
Cost of sales ...........................................................................  337.1     309.8      998.7      972.1 
Gross profit ............................................................................   45.4      37.6      134.4      130.4 
Selling, general and administrative expenses ............................................   31.9      33.5       93.6      116.2 
                                                                                          ------    ------   --------   -------- 
Operating income ........................................................................   13.5       4.1       40.8       14.2 
Interest income (expense):                                                                                                       
 Interest expense .......................................................................  (10.4)    (10.5)     (33.1)     (31.9)
 Interest income ........................................................................    0.1       0.2        0.3        0.8 
                                                                                          ------    ------   --------   -------- 
                                                                                           (10.3)    (10.3)     (32.8)     (31.1)
                                                                                          ------    ------   --------   -------- 
Income (loss) from continuing operations                                                                                         
  before income taxes....................................................................    3.2      (6.2)       8.0      (16.9)
Income tax (provision) benefit ..........................................................   (1.1)      2.2       (2.8)       6.0 
                                                                                          ------    ------   --------   -------- 
Income (loss) from continuing operations ................................................    2.1      (4.0)       5.2      (10.9)
Loss on disposal of discontinued operations (net of tax) ................................     --        --         --       (3.9)
                                                                                          ------    ------   --------   -------- 
Net income (loss) ....................................................................... $  2.1    $ (4.0)  $    5.2   $  (14.8)
                                                                                          ======    ======   ========   ======== 

EPS of Continuing Operations                                                                                                     
----------------------------                                                                                                     
Earnings (loss) per common share ........................................................ $ 0.06    $(0.12)  $   0.16   $  (0.33)
                                                                                          ======    ======   ========   ======== 
Weighted average common shares ..........................................................   33.1      33.1       33.1       33.0 
                                                                                          ======    ======   ========   ======== 
Earnings (loss) per common share-assuming dilution ...................................... $ 0.06    $(0.12)  $   0.16   $  (0.33)
                                                                                          ======    ======   ========   ======== 
Weighted average common shares-assuming dilution ........................................   33.6      33.1       33.4       33.0 
                                                                                          ======    ======   ========   ======== 

EPS of Discontinued Operations                                                                                                   
------------------------------                                                                                                   
Loss per common share ................................................................... $   --    $   --   $     --   $  (0.12)
                                                                                          ======    ======   ========   ======== 
Loss per common share - assuming dilution ............................................... $   --    $   --   $     --   $  (0.12)
                                                                                          ======    ======   ========   ======== 

EPS of Total Company                                                                                                             
--------------------                                                                                                             
Earnings (loss) per common share ........................................................ $ 0.06    $(0.12)  $   0.16   $  (0.45)
                                                                                          ======    ======   ========   ======== 
Earnings (loss) per common share -- assuming dilution ................................... $ 0.06    $(0.12)  $   0.16   $  (0.45)
                                                                                          ======    ======   ========   ======== 

See accompanying Notes to Consolidated Financial Statements.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 
(in millions, except share data)

                                                                [Download Table]

                                                    September 30,   December 31,
                                                        2003            2002    
                                                    -------------   ------------
                                                     (unaudited)                
                                                                                
Assets                                                                          
Current Assets:                                                                 
  Cash..........................................       $ 24.2          $ 29.1   
  Receivables, net of allowances of $14.3                                       
   million at September 30, 2003 and $11.6                                      
   million at December 31, 2002.................        141.4           105.9   
  Retained interest in accounts receivable......         80.9            84.8   
  Inventories...................................        247.0           258.3   
  Deferred income taxes.........................         12.3            12.2   
  Prepaid expenses and other....................         24.6            42.6   
                                                       ------          ------   
   Total current assets.........................        530.4           532.9   
Property, plant and equipment, net .............        326.8           323.3   
Deferred income taxes ..........................         74.7            68.3   
Other non-current assets .......................         46.0            48.8   
                                                       ------          ------   
   Total assets.................................       $977.9          $973.3   
                                                       ======          ======   
Liabilities and Shareholders' Equity                                            
Current Liabilities:                                                            
 Accounts payable ..............................       $260.0          $242.1   
 Accrued liabilities ...........................        103.5            99.2   
 Current portion of long-term debt .............         33.5            40.8   
                                                       ------          ------   
   Total current liabilities....................        397.0           382.1   
Long-term debt .................................        370.5           411.1   
Deferred income taxes ..........................          2.7             2.1   
Other liabilities ..............................        124.1           117.1   
                                                       ------          ------   
   Total liabilities............................        894.3           912.4   
                                                       ------          ------   
Shareholders' Equity:                                                           
  Common stock, $0.01 par value:                                                
   Issued and outstanding shares:                                               
    September 30, 2003 - 33,083,028 (net of                                     
      4,828,225 treasury shares)                                                
    December 31, 2002 - 33,135,002 (net of                                      
      4,754,425 treasury shares)................          0.4             0.4   
  Additional paid-in capital....................        100.2           100.0   
  Treasury stock................................        (50.4)          (50.0)  
  Retained earnings.............................         65.1            59.9   
  Accumulated other comprehensive loss..........        (28.4)          (44.6)  
  Other shareholders' equity....................         (3.3)           (4.8)  
                                                       ------          ------   
       Total shareholders' equity...............         83.6            60.9   
                                                       ------          ------   
  Total liabilities and shareholders' equity....       $977.9          $973.3   
                                                       ======          ======   

See accompanying Notes to Consolidated Financial Statements.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(in millions, unaudited)

                                                                [Download Table]

                                                                Nine Months   
                                                                   Ended      
                                                               September 30,  
                                                              --------------- 
                                                               2003     2002  
                                                              ------   ------ 
                                                                              
Cash flows of operating activities:                                           
  Net income (loss).......................................... $  5.2   $(14.8)
  Adjustments to reconcile net income (loss) to net cash                      
   provided by operating activities:                                          
   Depreciation and amortization.............................   23.2     22.8 
   Deferred income taxes.....................................   (5.8)    20.0 
   Loss on sale of property and business.....................    0.4      1.7 
   Changes in operating assets and liabilities:                               
    (Increase) decrease in receivables ......................  (16.9)    17.8 
    Decrease in inventories .................................   22.2     28.3 
    Decrease in other assets ................................   19.5      3.4 
    Increase (decrease) in accounts payable, accrued and                      
      other liabilities......................................   10.4     (3.3)
                                                              ------   ------ 
      Net cash flows of operating activities.................   58.2     75.9 
                                                              ------   ------ 
Cash flows of investing activities:                                           
  Proceeds from properties sold..............................    1.9      0.5 
  Proceeds from sale of business, net of cash sold...........     --      1.7 
  Capital expenditures.......................................  (11.8)   (22.8)
  Repayment of loans from shareholders.......................    1.0       -- 
  Other, net.................................................   (1.3)    (0.8)
                                                              ------   ------ 
      Net cash flows of investing activities.................  (10.2)   (21.4)
                                                              ------   ------ 
Cash flows of financing activities:                                           
  Dividends paid.............................................     --     (5.0)
  Net change in revolving credit borrowings..................  (13.3)   (36.1)
  Net change in other debt...................................  (25.5)    (0.1)
  Repayment of long-term debt................................  (14.1)    (9.0)
  Proceeds from exercise of stock options....................     --      2.4 
                                                              ------   ------ 
    Net cash flows of financing activities ..................  (52.9)   (47.8)
                                                              ------   ------ 
Increase (decrease) in cash .................................   (4.9)     6.7 
Cash-beginning of period ....................................   29.1     16.6 
                                                              ------   ------ 
Cash-end of period .......................................... $ 24.2   $ 23.3 
                                                              ======   ====== 
Supplemental Information                                                      
Cash paid (received) during the period for:                                   
  Income tax refunds, net.................................... $(13.3)  $(32.8)
                                                              ======   ====== 
  Interest paid.............................................. $ 26.0   $ 30.5 
                                                              ======   ====== 

See accompanying Notes to Consolidated Financial Statements.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in millions, except share amounts) 
(unaudited) 

                                                        [Enlarge/Download Table]

                                                                                     Accumulated                         
                                  Common Stock      Additional                          Other          Other             
                               -------------------    Paid-In   Treasury  Retained  Comprehensive  Shareholders'         
                                Shares      Amount    Capital    Stock    Earnings   Income(Loss)     Equity       Total 
                              ----------    ------  ----------  --------  --------  -------------  -------------  ------ 
                                                                                                                         
Balance, December 31, 2001 .. 32,838,227     $0.4     $ 96.4     $(50.0)   $ 88.9       $(25.7)        $(5.1)     $104.9 
 Comprehensive loss:                                                                                                     
  Net loss ..................                                               (14.8)                                 (14.8)
  Foreign currency                                                                                                       
    translation adjustment...                                                              5.0                       5.0 
  Change in fair value of                                                                                                
    financial instruments,                                                                                               
    net of tax...............                                                             (1.4)                     (1.4)
 Comprehensive loss .........                                                                                      (11.2)
 Dividends ..................                                                (5.0)                                  (5.0)
 Amortization of restricted                                                                                              
   stock and other...........                            0.6                                             0.1         0.7 
 Exercise of stock options ..    265,359                 2.4                                                         2.4 
 Other ......................     27,545                 0.2                                             0.1         0.3 
                              ----------     ----     ------     ------    ------       ------         -----      ------ 
Balance, September 30, 2002 . 33,131,131     $0.4     $ 99.6     $(50.0)   $ 69.1       $(22.1)        $(4.9)     $ 92.1 
                              ==========     ====     ======     ======    ======       ======         =====      ====== 
Balance, December 31, 2002 .. 33,135,002     $0.4     $100.0     $(50.0)   $ 59.9       $(44.6)        $(4.8)     $ 60.9 
 Comprehensive income:                                                                                                   
  Net income ................                                                 5.2                                    5.2 
  Foreign currency                                                                                                       
    translation adjustment...                                                             15.2                      15.2 
  Change in fair value of                                                                                                
    financial instruments,                                                                                               
    net of tax...............                                                              1.0                       1.0 
                                                                                                                  ------ 
  Comprehensive income ......                                                                                       21.4 
  Amortization of restricted                                                                                             
    stock and other..........                            0.4                                             0.1         0.5 
  Repayment of loans from                                                                                                
    shareholders.............    (74,177)               (0.4)      (0.4)                                 1.5         0.7 
  Other .....................     22,203                 0.2                                            (0.1)        0.1 
                              ----------     ----     ------     ------    ------       ------         -----      ------ 
  Balance, September 30,                                                                                                 
    2003..................... 33,083,028     $0.4     $100.2     $(50.4)   $ 65.1       $(28.4)        $(3.3)     $ 83.6 
                              ==========     ====     ======     ======    ======       ======         =====      ====== 

See accompanying Notes to Consolidated Financial Statements.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Accounting Policies                                               

Principles of Consolidation                                                     

 The consolidated financial statements include the accounts of General Cable
Corporation and its wholly-owned subsidiaries. Investments in 50% or less       
owned joint ventures are accounted for under the equity method of accounting.   
Other non-current assets included an investment in joint ventures of            
$3.8 million at September 30, 2003 and December 31, 2002. All transactions and  
balances among the consolidated companies have been eliminated. Certain         
reclassifications have been made to the prior year to conform to the current    
year's presentation.                                                            

Basis of Presentation                                                           

The accompanying unaudited consolidated financial statements of General   
Cable Corporation and Subsidiaries have been prepared in accordance with        
accounting principles generally accepted in the United States of America for    
interim financial information and with the instructions to Form 10-Q and        
Article 10 of Regulation S-X. Accordingly, they do not include all of the       
information and footnotes required by accounting principles generally accepted  
in the United States of America for complete financial statements. In the       
opinion of management, all adjustments (consisting of normal recurring          
accruals) considered necessary for a fair presentation have been included.      
Results of operations for the three and nine months ended September 30, 2003    
are not necessarily indicative of results that may be expected for the full     
year. These financial statements should be read in conjunction with the         
audited financial statements and notes thereto in General Cable's 2002 Annual   
Report on Form 10-K filed with the Securities and Exchange Commission on        
March 28, 2003.                                                                 

Revenue Recognition                                                             

Revenue is recognized when goods are shipped and title passes to the      
customer.                                                                       

Earnings Per Share                                                              

 Earnings per common share are computed based on the weighted average number
of common shares outstanding. Earnings per common share-assuming dilution are   
computed based on the weighted average number of common shares outstanding and  
the dilutive effect of stock options and restricted stock units outstanding.    

Inventories                                                                     

Inventories are stated at the lower of cost or market value. The Company  
determines whether a lower of cost or market provision is required on a         
quarterly basis by computing whether inventory on hand, on a last-in first-out  
(LIFO) basis, can be sold at a profit based upon current selling prices less    
variable selling costs. No provision was required for the first nine months of  
2003 or 2002. In the event that a provision is required in some future period,  
the Company will determine the amount of the provision by writing down the      
value of the inventory to the level where its sales, using current selling      
prices less variable selling costs, will result in a profit.                    

Property, Plant and Equipment                                                   

Property, plant and equipment are stated at cost. Costs assigned to       
property, plant and equipment relating to acquisitions are based on estimated   
fair values at the date of acquisition. Depreciation is provided using the      
straight-line method over the estimated useful lives of the assets: new         
buildings, from 15 to 50 years; and machinery, equipment and office             
furnishings, from 3 to 15 years. Leasehold improvements are depreciated over    
the life of the lease.                                                          

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

1. Summary of Accounting Policies -- (Continued)                                

Fair Value of Financial Instruments                                             

Financial instruments are defined as cash or contracts relating to the    
receipt, delivery or exchange of financial instruments. Except as otherwise     
noted, fair value approximates the carrying value of such instruments.          

Forward Pricing Agreements for Purchases of Copper and Aluminum                 

 In the normal course of business, General Cable enters into forward pricing
agreements for purchases of copper and aluminum to match certain sale           
transactions. General Cable expects to recover the cost of copper and aluminum  
under these agreements as a result of firm sales price commitments with         
customers.                                                                      

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 revenues    
and expenses during the reporting period. Actual results could differ from      
those estimates.                                                                

Concentration of Credit Risk                                                    

General Cable sells a broad range of products primarily throughout the    
United States, Canada, Europe and Asia Pacific. Concentrations of credit risk   
with respect to trade receivables are limited due to the large number of        
customers, including members of buying groups, composing General Cable's        
customer base. Ongoing credit evaluations of customers' financial condition     
are performed, and generally, no collateral is required. General Cable          
maintains reserves for potential credit losses and such losses, in the          
aggregate, have not exceeded management's estimates. Certain subsidiaries also  
maintain credit insurance for certain customer balances.                        

Derivative Financial Instruments                                                

Derivative financial instruments are utilized to manage interest rates,   
commodity and foreign currency risk. General Cable does not hold or issue       
derivative financial instruments for trading purposes.                          

 Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting For
Derivative Instruments and Hedging Activities," as amended, requires that all   
derivatives be recorded on the balance sheet at fair value. Accounting for      
changes in the fair value of the derivative depends on the intended use of the  
derivative and whether it qualifies for hedge accounting.                       

 SFAS No. 133, as applied to General Cable's risk management strategies, may
increase or decrease reported net income and shareholders' equity               
prospectively depending on changes in interest rates and other variables        
affecting the fair value of derivative instruments and hedged items, but will   
have no effect on cash flows or economic risk. See further discussion in        
Note 8.                                                                         

 Foreign currency and commodity contracts are used to hedge future sales and
purchase commitments. Unrealized gains and losses on such contracts are         
recorded in other comprehensive income until the underlying transaction occurs  
and is recorded in the income statement at which point such amounts included    
in other comprehensive income are recorded into income which generally will     
occur over periods less than one year.                                          

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

1. Summary of Accounting Policies -- (Continued)                                

Accounts Receivable Securitization                                              

The Company accounts for the securitization of accounts receivable in     
accordance with SFAS No. 140, "Accounting for Transfers and Servicing of        
Financial Assets and Extinguishments of Liabilities, a replacement of FASB      
Statement No. 125." The securitization provides for certain domestic trade      
receivables to be sold to a wholly owned, special purpose, bankruptcy-remote    
subsidiary without recourse. This subsidiary in turn transfers the receivables  
to a trust which has issued floating rate five year certificates. At the time   
the receivables are sold, the balances are removed from the Consolidated        
Balance Sheet. Costs associated with the transaction, primarily related to the  
discount, are included in interest income (expense) in the Consolidated         
Statement of Operations. At September 30, 2003 and December 31, 2002 the        
Company's retained interest in accounts receivable and off balance sheet debt,  
net of cash held in the trust was $80.9 million and $72.8 million; and          
$84.8 million and $48.5 million, respectively. See further discussion in        
Note 4.                                                                         

Stock-Based Compensation                                                        

SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but  
does not require, companies to record compensation cost for stock-based         
employee compensation plans at fair value. General Cable has chosen to          
continue to account for stock-based compensation using the intrinsic value      
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting    
for Stock Issued to Employees," and related interpretations. Accordingly,       
compensation cost for stock options is measured as the excess, if any, of the   
quoted market price of the Company's stock at the date of the grant over the    
amount an employee must pay to acquire the stock. No compensation cost for      
stock options is reflected in net income, as all options granted had an         
exercise price equal to the market value of the underlying common stock on the  
date of grant. The following table illustrates the effect on net income and     
earnings per share if the Company had applied the fair value recognition        
provisions of SFAS No. 123 to stock-based employee compensation.                

                                                        [Enlarge/Download Table]

                                                                                                  Three Months     Nine Months   
                                                                                                     Ended            Ended      
                                                                                                 September 30,    September 30,  
                                                                                                ---------------   -------------- 
                                                                                                 2003     2002    2003     2002  
                                                                                                -----    ------   -----   ------ 
                                                                                                                                 
Net income (loss) as reported ................................................................. $ 2.1    $ (4.0)  $ 5.2   $(14.8)
Deduct: Total stock-based employee compensation expense under fair value based method for all                                    
  awards, net of related tax effects...........................................................   0.5       0.5     1.2      1.3 
                                                                                                -----    ------   -----   ------ 
Pro forma net income (loss) ................................................................... $ 1.6    $ (4.5)  $ 4.0   $(16.1)
                                                                                                =====    ======   =====   ====== 
Earnings (loss) per share:                                                                                                       
 Basic - as reported .......................................................................... $0.06    $(0.12)  $0.16   $(0.45)
 Basic - pro forma ............................................................................ $0.05    $(0.14)  $0.12   $(0.49)
 Diluted - as reported ........................................................................ $0.06    $(0.12)  $0.16   $(0.45)
 Diluted - pro forma .......................................................................... $0.05    $(0.14)  $0.12   $(0.49)

New Standards                                                                   

In December 2002, SFAS No. 148 "Accounting for Stock-Based Compensation - 
Transition and Disclosure - an amendment of FASB No. 123" was issued. SFAS      
No. 148 provides alternative methods of transition for a voluntary change to    
the fair value based method of accounting for stock-based employee              
compensation. SFAS No. 148 also requires additional disclosure about the        
method of accounting for stock-based employee compensation and the effect of    
the method used on reported results. General Cable has elected to not           
implement the voluntary change to the fair value based method of accounting     
for stock-based employee compensation, however, the disclosure requirements     
have been implemented as required.                                              

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

1. Summary of Accounting Policies -- (Continued)                                

In November 2002, FASB Interpretation (FIN) No. 45 "Guarantor's Accounting
Disclosure Requirements for Guarantees, Including Indirect Guarantees of        
Indebtedness of Others" was issued. FIN 45 requires that as a company issues a  
guarantee, it must recognize a liability for the fair value of the obligations  
it assumes under that guarantee. Application of FIN 45 is required for          
guarantees issued or modified after December 31, 2002. The adoption of FIN 45   
has not had a material affect on the Company's financial position, results of   
operations or cash flows.                                                       

In January 2003, FIN No. 46 "Consolidation of Variable Interest Entities" 
was issued. FIN 46 is intended to achieve more consistent application of        
consolidation policies to variable interest entities. FIN 46 applies            
immediately to all variable interest entities created after January 31, 2003.   
As directed by FASB Staff Position No. FIN 46-6, the effective date for         
variable interest entities acquired or created before February 1, 2003 is       
deferred until December 31, 2003. The adoption of FIN 46 is not expected to     
have a material affect on the Company's financial position, results of          
operations or cash flows.                                                       

In April 2003, SFAS No. 149 "Amendment of Statement 133 on Derivative     
Instruments and Hedging Activities" was issued. This statement amends and       
clarifies financial accounting and reporting for derivative instruments and     
for hedging activities under Statement 133. SFAS No. 149 is effective for       
contracts entered into or modified after June 30, 2003. The adoption of SFAS    
No. 149 has not had material affect on the Company's financial position,        
results of operations or cash flows.                                            

  In May 2003, SFAS No. 150 "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" was issued. This statement      
establishes standards for how an issuer classifies and measures certain         
financial instruments with characteristics of both liabilities and equity.      
SFAS No. 150 is effective for financial instruments entered into or modified    
after May 31, 2003. The adoption of SFAS No. 150 has not had a material affect  
on the Company's financial position, results of operations or cash flows.       

2. Acquisitions and Divestitures                                                

  In March 2001, the Company sold the shares of its Pyrotenax business unit to
Raychem HTS Canada, Inc., a business unit of Tyco International, Ltd., for      
$60 million, subject to closing adjustments. The business unit, with            
operations in Canada and the United Kingdom, principally produced mineral       
insulated high-temperature cables. During the second quarter of 2002, the       
final post-closing adjusted purchase price was agreed and resulted in a         
payment to Tyco International, Ltd. of approximately $2 million during the      
third quarter of 2002. This payment plus other costs associated with settling   
the final purchase price was equal to the amount provided for in the Company's  
balance sheet. The proceeds from the transaction were used to reduce the        
Company's debt.                                                                 

During the second quarter of 2002, General Cable formed a joint venture   
company to manufacture and market fiber optic cables. General Cable             
contributed assets, primarily inventory and machinery and equipment, to a       
subsidiary company which was then contributed to the joint venture in exchange  
for a $10.2 million note receivable which resulted in a $5.6 million deferred   
gain on the transaction. The Company will recognize the gain as the note is     
repaid. At September 30, 2003 and December 31, 2002, other non-current assets   
included an investment in the joint venture of $3.8 million. The September 30,  
2003 and December 31, 2002 balance sheets included a $10.2 million note         
receivable from the joint venture in other non-current assets and a deferred    
gain from the initial joint venture formation of $5.6 million in other          
liabilities.                                                                    

3. Discontinued Operations                                                      

 During the second quarter of 2002, the Company recorded a $6.0 million pre-
tax loss on disposal of discontinued operations. The components of this charge  
principally related to an estimated lower net realizable value for real estate  
remaining from the Company's former building wire business unit, a longer       

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

3. Discontinued Operations -- (Continued)                                       

than anticipated holding period for three distribution centers with unexpired   
lease commitments and certain other costs.                                      

4. Accounts Receivable Asset Backed Securitization                              

In May 2001, the Company completed an Accounts Receivable Asset Backed    
Securitization Financing transaction ("Securitization Financing"). The          
Securitization Financing provides for certain domestic trade receivables to be  
transferred to a wholly-owned, special purpose bankruptcy-remote subsidiary     
without recourse. This subsidiary in turn transferred the receivables to a      
trust, which issued, via a private placement, floating rate five-year           
certificates in an initial amount of $145 million. In addition, a variable      
certificate component of up to $45 million for seasonal borrowings was also     
established as a part of the Securitization Financing. This variable            
certificate component will fluctuate based on the amount of eligible            
receivables. As a result of the building wire asset sale and the exit from the  
retail cordsets business, the Securitization Financing program was downsized    
to $80 million in the first quarter of 2002, through the repayment of a         
portion of the outstanding certificates. The repayment of the certificates was  
funded by the collection of the outstanding building wire and retail cordsets   
accounts receivable. The $45 million seasonal borrowing component was           
unaffected.                                                                     

  Transfers of receivables under this program are treated as a sale and result
in a reduction of total accounts receivable reported on the Company's           
consolidated balance sheet. The Company continues to service the transferred    
receivables and receives annual servicing fees from the special purpose         
subsidiary of approximately 1% of the average receivable balance. The market    
cost of servicing the receivables offsets the servicing fee income and results  
in a servicing asset equal to zero. The Company's retained interest in the      
receivables are carried at their fair value which is estimated as the net       
realizable value. The net realizable value considers the relatively short       
liquidation period and an estimated provision for credit losses. The provision  
for credit losses is determined based on specific identification of             
uncollectible accounts and the application of historical collection             
percentages by aging category. The receivables are not subject to prepayment    
risk. The key assumptions used in measuring the fair value of retained          
interests at the time of securitization were receivables days sales             
outstanding of 54 and interest rates on LIBOR based borrowings of 4.92%. At     
September 30, 2003 and December 31, 2002, key assumptions were receivables      
days outstanding of 52 and 49, respectively, and interest rates on LIBOR based  
borrowings of 1.7% and 2.0%, respectively.                                      

  At September 30, 2003 and December 31, 2002, the Company's retained interest
in accounts receivable and off balance sheet financing, net of cash held in     
the trust, was $80.9 million and $72.8 million; and $84.8 million and           
$48.5 million, respectively. The effective interest rate in the Securitization  
Financing was approximately 1.7% at September 30, 2003 and 2.0% at December 31, 
2002.                                                                           

5. Inventories                                                                  

Inventories consisted of the following (in millions):                           

                                                                [Download Table]

                                                    September 30,   December 31,
                                                        2003            2002    
                                                    -------------   ------------
                                                                                
Raw materials ..................................       $ 24.1          $ 26.1   
Work in process ................................         33.3            33.2   
Finished goods .................................        189.6           199.0   
                                                       ------          ------   
  Total.........................................       $247.0          $258.3   
                                                       ======          ======   

At September 30, 2003 and December 31, 2002, $201.5 million and           
$214.3 million, respectively, of inventories were valued using the LIFO         
method. Approximate replacement cost of inventories valued using the LIFO       
method totaled $196.8 million at September 30, 2003 and $198.1 million at       
December 31, 2002.                                                              

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

5. Inventories -- (Continued)                                                   

If in some future period, the Company were not able to recover the LIFO   
value of its inventory at a profit when replacement costs were lower than the   
LIFO value of the inventory, the Company would be required to take a charge to  
recognize in its income statement all or a portion of the higher LIFO value of  
the inventory. In 2002, the Company recorded a $2.5 million charge              
($1.4 million in the third quarter and $1.1 million in the fourth quarter of    
2002) for the liquidation of LIFO inventory in North America as the Company     
significantly reduced its inventory levels. The Company has further reduced     
inventory quantities during the third quarter of 2003 and as a result has       
recorded a $0.8 million charge. The Company expects to further reduce           
inventory quantities in the fourth quarter of 2003 which is expected to result  
in an additional LIFO liquidation charge. The LIFO liquidation charge will      
adversely affect margins, however, the amount of the charge to be incurred in   
the fourth quarter of 2003 will be dependent upon the quantity of the           
inventory reduction for the year and the market price of the metals during the  
period the inventory liquidation occurred.                                      

6. Restructuring Charges                                                        

During 2001 and 2002, provisions were recorded for various restructuring        
activities. These provisions related to costs for the closure of manufacturing  
facilities, worldwide headcount reductions, the elimination of regional         
distribution centers and certain other costs. The balance of these accrued      
restructuring costs were $15.2 million at December 31, 2002. During the first   
nine months of 2003 an additional $1.7 million provision for severance costs    
related to cost cutting efforts in Europe was recorded. Restructuring           
provisions of $7.8 million were utilized during the first nine months of 2003.  

Changes in accrued restructuring costs were as follows (in millions):     

                                                                [Download Table]

                                                  Severance   Facility        
                                                 And Related   Closing        
                                                    Costs       Costs   Total 
                                                 -----------  --------  ----- 
                                                                              
Balance - December 31, 2002.....................    $ 4.4       $10.8   $15.2 
  Provision.....................................      1.7          --     1.7 
  Utilization...................................     (3.1)       (4.7)   (7.8)
                                                    -----       -----   ----- 
Balance - September 30, 2003....................    $ 3.0       $ 6.1   $ 9.1 
                                                    =====       =====   ===== 

7. Long-term Debt                                                               

Long-term debt consisted of the following (in millions):                        

                                                                [Download Table]

                                                    September 30,   December 31,
                                                        2003            2002    
                                                    -------------   ------------
                                                                                
Term loans .....................................       $326.4          $337.4   
Revolving loans ................................         64.9            78.2   
Other ..........................................         12.7            36.3   
                                                       ------          ------   
                                                        404.0           451.9   
Less current maturities.........................         33.5            40.8   
                                                       ------          ------   
                                                       $370.5          $411.1   
                                                       ======          ======   

  The Company's current credit facility was entered into in 1999 with one lead
bank as administrative agent, and a syndicate of lenders. The facility, as      
amended and reduced by prepayments, consists of: 1) term loans in Dollars in    
an aggregate amount up to $297.5 million, 2) term loans in Dollars and foreign  
currencies in an aggregate amount up to $28.9 million and 3) revolving loans    
and letters of credit in Dollars and foreign currencies in an aggregate amount  
up to $200.0 million. Borrowings are secured by assets of the Company's North   
American operations and a portion of the stock of its non-North American        
subsidiaries and are also                                                       

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

7. Long-term Debt -- (Continued)                                                

guaranteed by the Company's principal operating subsidiaries. The credit        
facility, as amended, restricts certain corporate acts and contains required    
financial ratios and other covenants.                                           

Loans under the credit facility bear interest, at the Company's option, at
(i) a spread over LIBOR or (ii) a spread over the Alternate Base Rate, which    
is defined as the higher of (a) the agent's Prime Rate, (b) the secondary       
market rate for certificates of deposit (adjusted for reserve requirements)     
plus 1% or (c) the Federal Funds Effective Rate plus 1/2 of 1%. A commitment    
fee accrues on the unused portion of the credit facility. The commitment fee    
is 50 basis points per annum and the spread over LIBOR on all loans under the   
facility ranges between 450 and 500 basis points per annum. Both the            
commitment fee and the spread over LIBOR are fixed for the life of the          
facility as a result of the October 2002 amendment (discussed below).           

In April 2002, the Company amended the credit facility to permit increased
financial flexibility through March 2003. As a result of the amendment, the     
Company's spread over LIBOR increased by 25 basis points across all levels of   
its leverage-based pricing grid and a new leverage level was added to the       
pricing grid. One time fees and expenses associated with the amendment were     
$2.0 million and were being amortized over the one year period of the           
amendment.                                                                      

In October 2002, the Company further amended its credit facility through  
March 2004. The amendment substantially relaxed the Company's financial         
covenants primarily in response to the ongoing weakness in the Communications   
segment. Among other provisions, the amendment adjusted the size of the         
Company's revolving credit facility to $200 million from $250 million, added a  
new financial covenant tied to minimum quarterly earnings levels and            
established a contingent payment of approximately $5.5 million to lenders if    
the total facility commitments are not reduced by at least $100 million by      
December 15, 2003. As part of the amendment, the Company suspended its          
quarterly cash dividend of $0.05 per common share for the term of the           
amendment. One time costs of approximately $4 million were incurred for the     
amendment and are being amortized over the life of the amendment. The Company   
will also incur incremental annualized interest costs of approximately          
$4 million during the amendment period as a result of increased credit          
spreads. As a result of the completion of the October 2002 amendment, the       
Company recorded $1.1 million of other financial costs for the write-off of     
unamortized bank fees. Of the $1.1 million, $0.6 million related to fees paid   
in April 2002 for a prior amendment, the terms of which were substantially      
amended by the October amendment and $0.5 million was due to the reduction in   
borrowing capacity of the revolving portion of the credit facility.             

Future compliance with financial covenants will be dependent upon a number
of factors, including overall economic activity, future conditions in the       
Company's principal end markets and the Company's future borrowing              
requirements.                                                                   

Scheduled repayments of the term loans began in December 2000 with final  
maturity in June 2007.                                                          

8. Financial Instruments                                                        

General Cable is exposed to various market risks, including changes in    
interest rates, foreign currency and commodity prices. To manage risk           
associated with the volatility of these natural business exposures, General     
Cable enters into interest rate, commodity and foreign currency derivative      
agreements as well as copper and aluminum forward purchase agreements. General  
Cable does not purchase or sell derivative instruments for trading purposes.    

 General Cable has utilized interest rate swaps and interest rate collars to
manage its interest expense exposure by fixing its interest rate on a portion   
of the Company's floating rate debt. Under the swap agreements, General Cable   
will typically pay a fixed rate while the counterparty pays to General Cable    
the difference between the fixed rate and the three-month LIBOR rate.           

During 2001, the Company entered into several interests rate swaps which  
effectively fixed the LIBOR portion of the interest rates for borrowings under  
the credit facility and other debt. The swaps outstanding as of September 30,   
2003 were as follows (dollars in millions):                                     

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

8. Financial Instruments -- (Continued)                                         

                                                        [Enlarge/Download Table]

                                                                                                       Notional    Interest  
Interest Rate Derivatives                                                          Period              Amounts    Rate Range 
-------------------------                                               -----------------------------  --------  ------------
                                                                                                                             
Interest rate swaps.................................................... December 2001 to October 2011     9.0           4.49%
Interest rate swaps.................................................... January 2003 to December 2003   200.0    4.60 - 4.74%

The Company does not provide or receive any collateral specifically for   
these contracts. However, all counterparties are members of the lending group   
and as such participate in the collateral of the credit agreement and are       
significant financial institutions.                                             

 The Company enters into forward exchange contracts principally to hedge the
currency fluctuations in certain transactions denominated in foreign            
currencies, thereby limiting the Company's risk that would otherwise result     
from changes in exchange rates. Principal transactions hedged during the year   
were firm sales and purchase commitments.                                       

Outside of North America, General Cable enters into commodity futures for the   
purchase of copper and aluminum for delivery in a future month to match         
certain sales transactions. In North America, General Cable enters into         
forward pricing agreements for the purchase of copper and aluminum for          
delivery in a future month to match certain sales transactions. General Cable   
expects to recover the unrealized loss under these agreements as a result of    
firm sale price commitments with customers.                                     

9. Other Shareholders' Equity                                                   

Other shareholders' equity consisted of the following (in millions):      

                                                                [Download Table]

                                                    September 30,   December 31,
                                                        2003            2002    
                                                    -------------   ------------
                                                                                
Loans to shareholders ..........................        $(2.8)          $(4.3)  
Restricted stock ...............................         (0.5)           (0.5)  
                                                        -----           -----   
 Other shareholders' equity ....................        $(3.3)          $(4.8)  
                                                        =====           =====   

In November 1998, General Cable entered into a Stock Loan Incentive Plan  
(SLIP) with executive officers and key employees. Under the SLIP, the Company   
loaned $6.0 million to facilitate open market purchases of General Cable        
common stock. The loans are evidenced by notes that bear interest at 5.12% and  
mature in November 2003. A matching restricted stock unit (MRSU) was issued     
for each share of stock purchased under the SLIP. The MRSUs generally vest      
after five years of continuous employment. If the vesting requirements are      
met, one share of General Cable common stock will be issued in exchange for     
each MRSU. The fair value of the MRSUs at the grant date of $6.0 million,       
adjusted for subsequent forfeitures, is being amortized to expense over the     
five-year vesting period.                                                       

In June 2003, all executive officers repaid loans plus interest originally
granted under the SLIP in the amount of $1.8 million. The Company accepted as   
partial payment for the loans common stock owned by the executive officers and  
restricted stock units previously awarded to them under the SLIP.               

  In July 2003, the Company approved an extension of the loan maturity for the
remaining participants in the SLIP for an additional three years to November    
2006, subject in the extension period to a rate of interest of 5.0%.            

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

10. Earnings (Loss) Per Common Share of Continuing Operations                   

A reconciliation of the numerator and denominator of earnings (loss) per  
common share of continuing operations to earnings (loss) per common share of    
continuing operations assuming dilution is as follows (in millions, except per  
share amounts):                                                                 

                                                        [Enlarge/Download Table]

                                                                              Three Months Ended September 30,                   
                                                            ---------------------------------------------------------------------
                                                                          2003                                 2002              
                                                           ----------------------------------    --------------------------------
                                                                                    Per Share                           Per Share
                                                           Income(1)    Shares(2)     Amount     Loss(1)    Shares(2)     Amount 
                                                           ---------    ---------   ---------    -------    ---------   ---------
                                                                                                                                 
Earnings (loss) per common share .........................   $ 2.1        33.1        $0.06       $ (4.0)     33.1        $(0.12)
Dilutive effect of stock options                                                                                                 
  and restricted stock units..............................      --         0.5           --           --        --            -- 
                                                             -----        ----        -----       ------      ----        ------ 
Earnings per common share - assuming                                                                                             
  dilution................................................   $ 2.1        33.6        $0.06       $ (4.0)     33.1        $(0.12)
                                                             =====        ====        =====       ======      ====        ====== 

                                                        [Enlarge/Download Table]

                                                                               Nine Months Ended September 30,                   
                                                            ---------------------------------------------------------------------
                                                                          2003                                 2002              
                                                           ----------------------------------    --------------------------------
                                                                                    Per Share                           Per Share
                                                           Income(1)    Shares(2)     Amount     Loss(1)    Shares(2)     Amount 
                                                           ---------    ---------   ---------    -------    ---------   ---------
                                                                                                                                 
Earnings (loss) per common share .........................   $ 5.2        33.1        $0.16       $(10.9)     33.0        $(0.33)
Dilutive effect of stock options                                                                                                 
  and restricted stock units..............................      --         0.3           --           --        --            -- 
                                                             -----        ----        -----       ------      ----        ------ 
Earnings per common share - assuming                                                                                             
  dilution................................................    $5.2        33.4        $0.16       $(10.9)     33.0        $(0.33)
                                                             =====        ====        =====       ======      ====        ====== 

---------------                                                                 
(1) Numerator                                                                   
(2) Denominator                                                                 

The earnings per common share-assuming dilution computation excludes the  
impact of 2.4 million and 2.5 million stock options and restricted stock units  
in the third quarter and first nine months of 2003, respectively, because       
their impact was anti-dilutive. In the third quarter and first nine months of   
2002, the earnings (loss) per common share-assuming dilution computation also   
excludes the impact of 3.0 million stock options and restricted stock units     
for the same reason.                                                            

11. Segment Information                                                         

The energy segment manufactures and sells wire and cable products which   
include low-, medium- and high-voltage power distribution and power             
transmission products for overhead and buried applications. The industrial &    
specialty segment manufactures and sells products which conduct electrical      
current for industrial, OEM, commercial and residential power and control       
applications. The communications segment manufactures and sells wire and cable  
products which transmit low-voltage signals for voice, data, video and control  
applications.                                                                   

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

11. Segment Information -- (Continued)                                          

Summarized financial information for the Company's operating segments for 
the three months and nine months ended September 30, 2003 and 2002 is as        
follows (in millions). Certain reclassifications have been made to the prior    
year to conform to the current year segment presentation.                       

                                                        [Enlarge/Download Table]

                                                                                  Three Months Ended September 30,              
                                                                   -------------------------------------------------------------
                                                                            Industrial &                                        
                                                                   Energy     Specialty     Communications    Corporate    Total
                                                                   ------   ------------    --------------    ---------   ------
                                                                                                                                
Net sales:                                                                                                                      
 2003............................................................. $138.2      $128.5           $115.8          $  --     $382.5
 2002.............................................................  123.8       116.7            106.9             --      347.4
Operating income (loss):                                                                                                        
 2003.............................................................   11.6         0.7              1.8           (0.6)      13.5
 2002.............................................................    8.6         1.3             (2.1)          (3.7)       4.1

                                                        [Enlarge/Download Table]

                                                                                 Nine Months Ended September 30,                
                                                                 ---------------------------------------------------------------
                                                                          Industrial &                                          
                                                                 Energy     Specialty     Communications    Corporate     Total 
                                                                 ------   ------------    --------------    ---------   --------
                                                                                                                                
Net sales:                                                                                                                      
 2003........................................................... $413.5      $395.1           $324.5         $   --     $1,133.1
 2002...........................................................  389.0       383.1            330.4             --      1,102.5
Operating income (loss):                                                                                                        
 2003...........................................................   29.4         7.8              5.3           (1.7)        40.8
 2002...........................................................   28.7         7.5              6.7          (28.7)        14.2

For the three month and nine month periods ended September 30, 2003, the  
corporate operating loss of $0.6 million and $1.7 million consist of charges    
for severance related to the Company's ongoing cost cutting efforts in Europe.  

The corporate operating loss of $3.7 million for the three month period   
ended September 30, 2002, included a $0.8 million charge related to the         
closure of two manufacturing plants in North America and a $2.9 million charge  
for severance costs. For the nine month period ended September 30, 2002, the    
corporate operating loss of $28.7 million included a $20.5 million charge       
related to the closure of two manufacturing plants in North America, a          
$3.6 million charge to write-down to fair value certain assets contributed to   
the Company's newly formed fiber optic joint venture, a $2.9 million charge     
related to severance and severance related costs, and $1.7 million related to   
the sale of the Company's small, non-strategic United Kingdom based specialty   
cable business.                                                                 

The Company has recorded the operating items discussed above in the       
corporate segment rather than reflect such items in the energy, industrial &    
specialty or communications segments operating income. These items are          
reported in the corporate segment because they are not considered in the        
operating performance evaluation of the energy, industrial & specialty or       
communications segment by the Company's chief operating decision-maker, its     
Chief Executive Officer.                                                        

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

11. Segment Information -- (Continued)                                          

Identifiable assets of the Company's operating segments are summarized in 
the following table (in millions). Corporate assets include cash, deferred      
income taxes, property, certain prepaid expenses and other non-current assets.  

                                                                [Download Table]

                                                    September 30,   December 31,
                                                        2003            2002    
                                                    -------------   ------------
                                                                                
Energy .........................................       $260.3          $229.1   
Industrial & specialty .........................        325.4           289.9   
Communications .................................        309.6           318.3   
Corporate ......................................         82.6           136.0   
                                                       ------          ------   
  Total.........................................       $977.9          $973.3   
                                                       ======          ======   

12. Supplemental Guarantor Information                                          

General Cable Corporation (the Issuer) intends to issue and sell          
$275.0 million of Senior Notes due 2010. General Cable Corporation and its      
material North American wholly-owned subsidiaries will fully and                
unconditionally guarantee the notes on a joint and several basis. The Company   
has not presented separate financial statements and other disclosures           
concerning the guarantor subsidiaries because management has determined that    
such information will not be material to the holders of the senior notes. The   
following consolidating financial information presents information about the    
Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Initially, all of
the Company's subsidiaries will be "restricted subsidiaries" for purposes of the
Senior Notes. Investments in subsidiaries are accounted for on the equity basis.
Intercompany transactions are eliminated.                                       

Supplemental Consolidating Statements of Operations 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                          For the Three Months Ended September 30, 2003          
                                                                 --------------------------------------------------------------- 
                                                                            Guarantor     Non-Guarantor                          
                                                                 Issuer   Subsidiaries     Subsidiaries    Eliminations    Total 
                                                                 ------   ------------    -------------    ------------   ------ 
                                                                                                                                 
Net sales:                                                                                                                       
 Customers...................................................... $  --       $272.4           $110.1          $   --      $382.5 
 Intercompany...................................................   6.7           --               --            (6.7)         -- 
                                                                 -----       ------           ------          ------      ------ 
                                                                   6.7        272.4            110.1            (6.7)      382.5 
Cost of sales...................................................    --        254.7             89.1            (6.7)      337.1 
                                                                 -----       ------           ------          ------      ------ 
Gross profit....................................................   6.7         17.7             21.0              --        45.4 
Selling, general and administrative expenses....................   4.5         18.7              8.7              --        31.9 
                                                                 -----       ------           ------          ------      ------ 
Operating income................................................   2.2         (1.0)            12.3              --        13.5 
Interest income (expense):                                                                                                       
 Interest expense...............................................  (9.4)       (16.5)            (1.0)           16.5       (10.4)
 Interest income................................................  11.1          5.5               --           (16.5)        0.1 
                                                                 -----       ------           ------          ------      ------ 
                                                                   1.7        (11.0)            (1.0)             --       (10.3)
                                                                 -----       ------           ------          ------      ------ 
Income (loss) from continuing operations before income taxes....   3.9        (12.0)            11.3              --         3.2 
Income tax (provision) benefit..................................  (1.4)         4.3             (4.0)             --        (1.1)
                                                                 -----       ------           ------          ------      ------ 
Income (loss) from continuing operations........................   2.5         (7.7)             7.3              --         2.1 
Loss on disposal of discontinued operations (net of tax)........    --           --               --              --          -- 
                                                                 -----       ------           ------          ------      ------ 
   Net income (loss)............................................ $ 2.5       $ (7.7)          $  7.3          $   --      $  2.1 
                                                                 =====       ======           ======          ======      ====== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

                                                        [Enlarge/Download Table]

                                                                          For the Three Months Ended September 30, 2002          
                                                                 --------------------------------------------------------------- 
                                                                            Guarantor     Non-Guarantor                          
                                                                 Issuer   Subsidiaries     Subsidiaries    Eliminations    Total 
                                                                 ------   ------------    -------------    ------------   ------ 
                                                                                                                                 
Net sales:                                                                                                                       
 Customers...................................................... $  --       $257.1           $90.3           $   --      $347.4 
 Intercompany...................................................   7.0           --              --             (7.0)         -- 
                                                                 -----       ------           -----           ------      ------ 
                                                                   7.0        257.1            90.3             (7.0)      347.4 
Cost of sales...................................................    --        242.1            74.7             (7.0)      309.8 
                                                                 -----       ------           -----           ------      ------ 
Gross profit....................................................   7.0         15.0            15.6               --        37.6 
Selling, general and administrative expenses....................   6.3         20.2             7.0               --        33.5 
                                                                 -----       ------           -----           ------      ------ 
Operating income................................................   0.7         (5.2)            8.6               --         4.1 
Interest income (expense):                                                                                                       
 Interest expense...............................................  (9.4)       (16.1)           (1.5)            16.5       (10.5)
 Interest income................................................  11.1          5.6              --            (16.5)        0.2 
                                                                 -----       ------           -----           ------      ------ 
                                                                   1.7        (10.5)           (1.5)              --       (10.3)
                                                                 -----       ------           -----           ------      ------ 
Income (loss) from continuing operations before income taxes....   2.4        (15.7)            7.1               --        (6.2)
Income tax (provision) benefit..................................  (0.9)         5.6            (2.5)              --         2.2 
                                                                 -----       ------           -----           ------      ------ 
Income (loss) from continuing operations........................   1.5        (10.1)            4.6               --        (4.0)
Loss on disposal of discontinued  operations (net of tax).......    --           --              --               --          -- 
                                                                 -----       ------           -----           ------      ------ 
   Net income (loss)............................................ $ 1.5       $(10.1)          $ 4.6           $   --      $ (4.0)
                                                                 =====       ======           =====           ======      ====== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Statements of Operations 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                          For the Nine Months Ended September 30, 2003           
                                                               ----------------------------------------------------------------- 
                                                                          Guarantor     Non-Guarantor                            
                                                               Issuer   Subsidiaries     Subsidiaries    Eliminations     Total  
                                                               ------   ------------    -------------    ------------   -------- 
                                                                                                                                 
Net Sales:                                                                                                                       
 Customers.................................................... $   --      $793.3           $339.8          $   --      $1,133.1 
 Intercompany.................................................   19.7          --               --           (19.7)           -- 
                                                               ------      ------           ------          ------      -------- 
                                                                 19.7       793.3            339.8           (19.7)      1,133.1 
Cost of sales.................................................     --       740.0            278.4           (19.7)        998.7 
                                                               ------      ------           ------          ------      -------- 
Gross profit..................................................   19.7        53.3             61.4              --         134.4 
Selling, general and administrative expenses..................   16.2        48.7             28.7              --          93.6 
                                                               ------      ------           ------          ------      -------- 
Operating income..............................................    3.5         4.6             32.7              --          40.8 
Interest income (expense):                                                                                                       
 Interest expense.............................................  (28.1)      (50.4)            (4.0)           49.4         (33.1)
 Interest income..............................................   33.3        16.4               --           (49.4)          0.3 
                                                               ------      ------           ------          ------      -------- 
                                                                  5.2       (34.0)            (4.0)             --         (32.8)
                                                               ------      ------           ------          ------      -------- 
Income (loss) from continuing operations before income taxes..    8.7       (29.4)            28.7              --           8.0 
Income tax (provision) benefit................................   (3.1)       10.5            (10.2)             --          (2.8)
                                                               ------      ------           ------          ------      -------- 
Income (loss) from continuing operations......................    5.6       (18.9)           (18.5)             --           5.2 
Loss on disposal of discontinued operations (net of tax)......     --          --               --              --            -- 
                                                               ------      ------           ------          ------      -------- 
   Net income (loss).......................................... $  5.6      $(18.9)          $ 18.5          $   --      $    5.2 
                                                               ======      ======           ======          ======      ======== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

                                                        [Enlarge/Download Table]

                                                                          For the Nine Months Ended September 30, 2002           
                                                               ----------------------------------------------------------------- 
                                                                          Guarantor     Non-Guarantor                            
                                                               Issuer   Subsidiaries     Subsidiaries    Eliminations     Total  
                                                               ------   ------------    -------------    ------------   -------- 
                                                                                                                                 
Net Sales:                                                                                                                       
 Customers.................................................... $   --      $825.9           $276.6          $   --      $1,102.5 
 Intercompany.................................................   18.9          --               --           (18.9)           -- 
                                                               ------      ------           ------          ------      -------- 
                                                                 18.9       825.9            276.6           (18.9)      1,102.5 
Cost of sales.................................................     --       760.2            230.8           (18.9)        972.1 
                                                               ------      ------           ------          ------      -------- 
Gross profit..................................................   18.9        65.7             45.8              --         130.4 
Selling, general and administrative expenses..................   16.9        77.8             21.5              --         116.2 
                                                               ------      ------           ------          ------      -------- 
Operating income..............................................    2.0       (12.1)            24.3              --          14.2 
Interest income (expense):                                                                                                       
 Interest expense.............................................  (28.1)      (48.4)            (4.8)           49.4         (31.9)
 Interest income..............................................   33.3        16.8              0.1           (49.4)          0.8 
                                                               ------      ------           ------          ------      -------- 
                                                                  5.2       (31.6)            (4.7)             --         (31.1)
                                                               ------      ------           ------          ------      -------- 
Income (loss) from continuing operations before income taxes..    7.2       (43.7)            19.6              --         (16.9)
Income tax (provision) benefit................................   (2.6)       15.6             (7.0)             --           6.0 
                                                               ------      ------           ------          ------      -------- 
Income (loss) from continuing operations......................    4.6       (28.1)            12.6              --         (10.9)
Loss on disposal of discontinued operations (net of tax)......     --        (3.9)              --              --          (3.9)
                                                               ------      ------           ------          ------      -------- 
   Net income (loss).......................................... $  4.6      $(32.0)          $ 12.6          $   --      $  (14.8)
                                                               ======      ======           ======          ======      ======== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Balance Sheets 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                                        September 30, 2003                      
                                                                 ---------------------------------------------------------------
                                                                            Guarantor     Non-Guarantor                         
                                                                 Issuer   Subsidiaries     Subsidiaries    Eliminations    Total
                                                                 ------   ------------    -------------    ------------   ------
                                                                                                                                
Assets                                                                                                                          
------                                                                                                                          
Current assets:                                                                                                                 
 Cash........................................................... $   --      $  8.5           $ 15.7         $    --      $ 24.2
 Receivables, net of allowances.................................     --         9.4            132.0              --       141.4
 Retained interest in accounts receivables......................     --        80.9               --              --        80.9
 Inventories....................................................     --       135.6            111.4              --       247.0
 Deferred income taxes..........................................     --        12.2              0.1              --        12.3
 Prepaid expenses and other.....................................    1.3        22.6              0.7              --        24.6
                                                                 ------      ------           ------         -------      ------
   Total current assets.........................................    1.3       269.2            259.9              --       530.4
 Property, plant and equipment, net.............................    0.4       237.0             89.4              --       326.8
 Deferred income taxes..........................................   (3.1)       81.5             (3.7)             --        74.7
 Intercompany accounts..........................................  462.4          --              3.9          (466.3)           
 Investment in subsidiaries.....................................   33.8       345.2               --          (379.0)         --
 Other non-current assets.......................................    7.3        37.6              1.1              --        46.0
                                                                 ------      ------           ------         -------      ------
   Total assets................................................. $502.1      $970.5            350.6         $(845.3)     $977.9
                                                                 ======      ======           ======         =======      ======

Liabilities and shareholders' equity                                                                                            
------------------------------------                                                                                            
Current liabilities:                                                                                                            
 Accounts payable............................................... $   --      $117.6           $142.4         $    --      $260.0
 Accrued liabilities............................................   12.1        75.3             16.1              --       103.5
 Current portion of long-term debt..............................     --        18.3             15.2              --        33.5
                                                                 ------      ------           ------         -------      ------
   Total current liabilities....................................   12.1       211.2            173.7              --       397.0
Long-term debt..................................................  297.9        49.8             22.8              --       370.5
Deferred income taxes...........................................     --         2.4              0.3              --         2.7
Intercompany accounts...........................................    0.5       465.8               --          (466.3)         --
Other liabilities...............................................   32.9        78.0             13.2              --       124.1
                                                                 ------      ------           ------         -------      ------
   Total liabilities............................................  343.4       807.2            210.0          (466.3)      894.3
                                                                 ------      ------           ------         -------      ------
Total shareholders' equity......................................  158.7       163.3            140.6          (379.0)       83.6
                                                                 ------      ------           ------         -------      ------
Total liabilities and shareholders' equity...................... $502.1      $970.5           $350.6         $(845.3)     $977.9
                                                                 ======      ======           ======         =======      ======

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

                                                        [Enlarge/Download Table]

                                                                                        December 31, 2002                       
                                                                 ---------------------------------------------------------------
                                                                            Guarantor     Non-Guarantor                         
                                                                 Issuer   Subsidiaries     Subsidiaries    Eliminations    Total
                                                                 ------   ------------    -------------    ------------   ------
                                                                                                                                
Assets                                                                                                                          
------                                                                                                                          
Current assets:                                                                                                                 
 Cash........................................................... $   --     $    8.1          $ 21.0         $    --      $ 29.1
 Receivables, net of allowances.................................     --          7.4            98.5              --       105.9
 Retained interest in accounts receivables......................     --         84.8              --              --        84.8
 Inventories....................................................     --        149.5           108.8              --       258.3
 Deferred income taxes .........................................     --         12.2              --              --        12.2
 Prepaid expenses and other.....................................    1.3         40.4             0.9              --        42.6
                                                                 ------     --------          ------         -------      ------
   Total current assets.........................................    1.3        302.4           229.2              --       532.9
Property, plant and equipment, net..............................    0.5        249.9            72.9              --       323.3
Deferred income taxes...........................................   (3.6)        78.1            (6.2)             --        68.3
Intercompany accounts...........................................  451.8           --            24.3          (476.1)         --
Investment in subsidiaries......................................   33.8        345.2              --          (379.0)         --
Other non-current assets........................................    8.8         38.9             1.1              --        48.8
                                                                 ------     --------          ------         -------      ------
   Total assets................................................. $492.6     $1,014.5          $321.3         $(855.1)     $973.3
                                                                 ======     ========          ======         =======      ======

Liabilities and shareholders' equity                                                                                            
------------------------------------                                                                                            
Current liabilities:                                                                                                            
 Accounts payable............................................... $   --     $  112.2          $129.9         $    --      $242.1
 Accrued liabilities............................................    5.6         77.4            16.2              --        99.2
 Current portion of long-term debt..............................     --         13.0            27.8              --        40.8
                                                                 ------     --------          ------         -------      ------
   Total current liabilities....................................    5.6        202.6           173.9              --       382.1
Long-term debt..................................................  304.1         77.4            29.6              --       411.1
Deferred income taxes...........................................     --          1.9             0.2              --         2.1
Intercompany accounts...........................................     --        476.1              --          (476.1)         --
Other liabilities...............................................   32.9         78.2             6.0              --       117.1
                                                                 ------     --------          ------         -------      ------
   Total liabilities............................................  342.6        836.2           209.7          (476.1)      912.4
Total shareholders' equity......................................  150.0        178.3           111.6          (379.0)       60.9
                                                                 ------     --------          ------         -------      ------
Total liabilities and shareholders' equity...................... $492.6     $1,014.5          $321.3         $(855.1)     $973.3
                                                                 ======     ========          ======         =======      ======

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Cash Flows 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                            For the Nine Months Ended September 30, 2003          
                                                                  --------------------------------------------------------------- 
                                                                             Guarantor     Non-Guarantor                          
                                                                  Issuer   Subsidiaries     Subsidiaries    Eliminations    Total 
                                                                  ------   ------------    -------------    ------------   ------ 
                                                                                                                                  
Cash flows of operating activities:                                                                                               
 Net income income (loss).......................................  $  5.6      $(18.9)          $ 18.5            --        $  5.2 
 Adjustments to reconcile net income (loss) to net cash provided                                                                  
   by operating activities:                                                                                                       
   Depreciation and amortization................................     0.6        21.3              1.3            --          23.2 
   Deferred income taxes........................................    (0.5)       (2.8)            (2.5)           --         (5.8) 
   Loss on sale of business.....................................      --         0.3              0.1            --           0.4 
   Changes in operating assets and liabilities, net of effect of                                                                  
    acquisitions and divestitures:                                                                                                
    (Increase) decrease in receivables..........................      --         1.9            (18.8)           --         (16.9)
    (Increase) decrease in inventories..........................      --        14.8              7.4            --          22.2 
    (Increase) decrease in other assets.........................     1.5        17.6             (0.4)           --          19.5 
    Increase (decrease) in accounts payable, accrued and other                                                                    
      liabilities...............................................     8.1         5.2             (2.9)           --          10.4 
                                                                  ------      ------           ------           ---        ------ 
Net cash flows of operating activities..........................    15.3        39.4              3.5            --          58.2 
                                                                  ------      ------           ------           ---        ------ 
Cash flows of investing activities:                                                                                               
 Capital expenditures...........................................      --        (6.1)            (5.7)           --         (11.8)
 Proceeds from properties sold..................................      --         1.9               --            --           1.9 
 Repayment of loans from shareholders...........................     1.0          --               --            --           1.0 
 Other, net.....................................................      --        (1.3)              --            --          (1.3)
                                                                  ------      ------           ------           ---        ------ 
   Net cash flows of investing activities.......................     1.0        (5.5)            (5.7)           --         (10.2)
                                                                  ------      ------           ------           ---        ------ 
Cash flows of financing activities:                                                                                               
 Intercompany accounts..........................................   (10.1)       (8.1)            18.2            --            -- 
 Net changes in revolving credit borrowings.....................    (6.2)       (7.1)              --            --         (13.3)
 Net change in other debt.......................................      --        (6.6)           (18.9)           --         (25.5)
 Repayment of long-term debt....................................      --       (11.7)            (2.4)           --         (14.1)
                                                                  ------      ------           ------           ---        ------ 
   Net cash flows of financing activities.......................   (16.3)      (33.5)            (3.1)           --         (52.9)
                                                                  ------      ------           ------           ---        ------ 
Increase (decrease) in cash.....................................      --         0.4             (5.3)           --          (4.9)
Cash -- beginning of period.....................................      --         8.1             22.6            --          29.1 
                                                                  ------      ------           ------           ---        ------ 
Cash -- end of period...........................................  $   --      $  8.5           $ 15.7           $--        $ 24.2 
                                                                  ======      ======           ======           ===        ====== 

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GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 

12. Supplemental Guarantor Information -- (Continued)                           

Supplemental Consolidating Cash Flows 
(in millions) 

                                                        [Enlarge/Download Table]

                                                                            For the Nine Months Ended September 30, 2002          
                                                                  --------------------------------------------------------------- 
                                                                             Guarantor     Non-Guarantor                          
                                                                  Issuer   Subsidiaries     Subsidiaries    Eliminations    Total 
                                                                  ------   ------------    -------------    ------------   ------ 
                                                                                                                                  
Cash flows of operating activities:                                                                                               
 Net income loss................................................  $  4.6      $(32.0)          $12.6            $--        $(14.8)
 Adjustments to reconcile net income (loss) to net cash provided                                                                  
   by operating activities:                                                                                                       
   Depreciation and amortization................................     0.7        21.9             0.2             --          22.8 
   Deferred income taxes........................................    (0.8)       22.0            (1.2)            --          20.0 
   Loss on sale of business.....................................      --         1.7              --             --           1.7 
   Changes in operating assets and liabilities, net of effect of                                                                  
    acquisitions and divestitures:                                                                                                
    (Increase) decrease in receivables..........................      --        17.6             0.2             --          17.8 
    (Increase) decrease in inventories..........................      --        37.0            (8.7)            --          28.3 
    (Increase) decrease in other assets.........................     0.5         2.2             0.7             --           3.4 
    Increase (decrease) in accounts payable, accrued and other                                                                    
      liabilities...............................................    (0.9)      (11.8)            9.4             --          (3.3)
                                                                  ------      ------           -----            ---        ------ 
 Net cash flows of operating activities.........................     4.1        58.6            13.2             --          75.9 
                                                                  ------      ------           -----            ---        ------ 
Cash flows of investing activities:                                                                                               
 Capital expenditures...........................................      --       (13.4)           (9.4)            --         (22.8)
 Proceeds from sale of businesses, net of cash sold.............      --         1.7              --             --           1.7 
 Proceeds from properties sold..................................      --         0.1             0.4             --           0.5 
 Other, net.....................................................      --        (0.8)             --             --          (0.8)
                                                                  ------      ------           -----            ---        ------ 
   Net cash flows of investing activities.......................      --       (12.4)           (9.0)            --         (21.4)
                                                                  ------      ------           -----            ---        ------ 
Cash flows of financing activities:                                                                                               
 Dividends paid.................................................    (5.0)         --              --             --          (5.0)
 Intercompany accounts..........................................    11.7       (16.5)            4.8             --            -- 
 Net changes in revolving credit borrowings.....................   (13.1)      (23.0)             --             --         (36.1)
 Net change in other debt.......................................      --        (0.1)             --             --          (0.1)
 Repayment of long-term debt....................................      --        (4.6)           (4.4)            --          (9.0)
 Proceeds from exercise of stock options........................     2.4          --              --             --           2.4 
                                                                  ------      ------           -----            ---        ------ 
   Net cash flows of financing activities.......................    (4.0)      (44.2)            0.4             --         (47.8)
                                                                  ------      ------           -----            ---        ------ 
Increase (decrease) in cash.....................................     0.1         2.0             4.6             --           6.7 
Cash -- beginning of period.....................................      --         6.8             9.8             --          16.6 
                                                                  ------      ------           -----            ---        ------ 
Cash -- end of period...........................................  $  0.1      $  8.8           $14.4            $--        $ 23.3 
                                                                  ======      ======           =====            ===        ====== 

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GENERAL CABLE CORPORATION 

[General Cable LOGO]

$100,000,000

DEBT SECURITIES 
PREFERRED STOCK 
COMMON STOCK

----------------

General Cable Corporation from time to time may offer to sell debt        
securities, preferred stock or common stock, including common stock issuable    
upon the conversion of debt securities or preferred stock or as payment of      
dividends on, or redemption or repurchase of, preferred stock, or any           
combination of the foregoing. We may also offer common stock issuable upon the  
conversion of debt securities or preferred stock. The total amount of these     
securities will have an initial aggregate offering price of up to               
$100,000,000, or the equivalent amount in other currencies, currency units or   
composite currencies. Our common stock is listed on the New York Stock          
Exchange and trades under the symbol "BGC".                                     

We may offer and sell these securities to or through one or more          
underwriters, dealers and agents, or directly to purchasers, on a continuous    
or delayed basis.                                                               

 This prospectus describes some of the general terms that may apply to these
securities and the general manner in which they may be offered. The specific    
terms of any securities to be offered, and the specific manner in which they    
may be offered, will be described in the applicable prospectus supplement. You  
should read this prospectus and the applicable prospectus supplement carefully  
before you invest.                                                              

An investment in the debt securities, preferred stock or common stock     
involves a high degree of risk. You should carefully consider the risk factors  
beginning on page 3 of this prospectus and any other information in this        
prospectus or any prospectus supplement before deciding to purchase the debt    
securities, preferred stock or common stock.                                    

----------------

  Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or  
adequacy of this prospectus. Any representation to the contrary is a criminal   
offense.                                                                        

  This prospectus is dated October 27, 2003.

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
About This Prospectus ...................................................     1 

Forward-Looking Statements ..............................................     1 

General Cable Corporation ...............................................     2 

Risk Factors ............................................................     3 

Ratio of Earnings to Fixed Charges ......................................     9 

Use of Proceeds .........................................................     9 

Plan of Distribution ....................................................    10 

Description of Debt Securities We May Offer .............................    11 

Description of Preferred Stock We May Offer .............................    21 

Description of Common Stock We May Offer ................................    23 

Legal Ownership and Book-Entry Issuance .................................    27 

Validity of Securities ..................................................    28 

Experts .................................................................    29 

Where You Can Find More Information .....................................    29 

Incorporation of Certain Documents by Reference .........................    29 

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ABOUT THIS PROSPECTUS 

  This document is called a prospectus and is part of a registration statement
that we filed with the Securities and Exchange Commission, or SEC, using a      
"shelf" registration or continuous offering process. Under this shelf process,  
we may from time to time sell any combination of the securities described in    
this prospectus in one or more offerings up to a total U.S. dollar equivalent   
of $100,000,000.                                                                

  This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus           
supplement containing specific information about the terms of the securities    
being offered. That prospectus supplement may include a discussion of any risk  
factors or other special considerations that apply to those securities. The     
prospectus supplement may also add, update or change information in this        
prospectus. If there is any inconsistency between the information in this       
prospectus and a prospectus supplement, you should rely on the information in   
that prospectus supplement. You should read both this prospectus and any        
prospectus supplement together with the additional information described under  
the heading "Where You Can Find More Information."                              

  The registration statement containing this prospectus, including exhibits to
the registration statement, provides additional information about us and the    
securities offered under this prospectus. The registration statement can be     
read at the SEC web site or at the SEC office mentioned under the heading       
"Where You Can Find More Information".                                          

 When acquiring any securities discussed in this prospectus, you should rely
only on the information provided in this prospectus and the prospectus          
supplement, including the information incorporated by reference. Neither we,    
nor any underwriters or agents, have authorized anyone to provide you with      
different information. We are not offering the securities in any state where    
such an offer is prohibited. You should not assume that the information in      
this prospectus, any prospectus supplement, or any document incorporated by     
reference, is truthful or complete at any date other than the date mentioned    
on the cover page of those documents.                                           

Unless otherwise mentioned or unless the context requires otherwise, all  
references in this prospectus to "General Cable", "we", "us", "our", or         
similar references mean General Cable Corporation together with its             
subsidiaries.                                                                   

FORWARD-LOOKING STATEMENTS

Certain of the matters we discuss in this prospectus, any prospectus      
supplement and other documents we file with the SEC may constitute forward-     
looking statements. You can identify a forward-looking statement because it     
contains words such as "believes," "expects," "may," "will," "should,"          
"seeks," "approximately," "intends," "plans," "estimates," or "anticipates" or  
similar expressions which concern strategy, plans or intentions. All            
statements we make relating to estimated and projected earnings, margins,       
costs, expenditures, cash flows, growth rates and financial results are         
forward-looking statements. In addition, we, through our senior management,     
from time to time make forward-looking public statements concerning our         
expected future operations and performance and other developments. These        
statements are necessarily estimates reflecting our judgment based upon         
current information and involve a number of risks and uncertainties. We cannot  
assure you that other factors will not affect the accuracy of these forward-    
looking statements or that our actual results will not differ materially from   
the results we anticipate in the forward-looking statements. While it is        
impossible for us to identify all the factors which could cause our actual      
results to differ materially from those we estimated, we describe some of       
these factors under the heading "Risk Factors." We do not undertake to update   
any forward-looking statement, whether written or oral, that may be made from   
time to time by or on behalf of us.                                             

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GENERAL CABLE CORPORATION 

We are a leader in the development, design, manufacture, marketing and    
distribution of copper, aluminum and fiber optic wire and cable products for    
the communications, energy, industrial and specialty markets. Communications    
wire and cable transmit low-voltage signals for voice, data, video and control  
applications. Energy cables include low-, medium- and high-voltage power        
distribution and power transmission products. Industrial and specialty wire     
and cable products conduct electrical current for industrial & commercial       
power and control applications. We believe that our principal competitive       
strengths include our breadth of product line; brand recognition; distribution  
and logistics; service and operating efficiency.                                

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should    
carefully consider the following risk factors and other information contained   
in this prospectus and any applicable prospectus supplement before investing    
in our securities.                                                              

Risks Related to Business 

Our net sales, net income and growth depend largely on the economies in the     
geographic markets that we serve.                                               

Many of our customers use our products as components in their own products
or in projects undertaken for their customers. Our ability to sell our          
products is largely dependent on general economic conditions, including how     
much our customers and end-users spend on information technology, on building,  
maintaining or reconfiguring their communications network, industrial           
manufacturing assets and power transmission and distribution infrastructures    
and on new construction. Over the past few years many companies have            
significantly reduced their capital equipment and information technology        
budgets, and construction activity that necessitates the building or            
modification of communication networks and power transmission and distribution  
infrastructures has slowed considerably as a result of a weakening of the U.S.  
and foreign economies. As a result, our revenues and financial results have     
declined significantly. In the event that these markets do not improve, or if   
they were to become weaker, we could suffer further decreased sales and net     
income and we could be required to enact further restructurings.                

The market for our products is highly competitive.                              

The markets for copper, aluminum and fiber optic wire and other cable     
products are highly competitive, and some of our competitors may have greater   
financial resources than we do. We compete with at least one major competitor   
with respect to each of our business segments, although no single competitor    
competes with us across the entire spectrum of our product lines. Many of our   
products are made to common specifications and therefore may be fungible with   
competitors' products. Accordingly, we are subject to competition in many       
markets on the basis of price, delivery time, customer service and our ability  
to meet specific customer needs.                                                

We believe our competitors will continue to improve the design and        
performance of their products and to introduce new products with competitive    
price and performance characteristics. We expect that we will be required to    
continue to invest in product development, productivity improvements and        
customer service and support in order to compete in our markets. Furthermore,   
an increase in imports into our markets of products competitive with our        
products could adversely affect our sales.                                      

Our business is subject to the economic and political risks of maintaining      
facilities and selling products in foreign countries.                           

During fiscal 2002, 30% of our sales and 40% of our assets were in markets
outside the United States. Our financial results may be adversely affected by   
significant fluctuations in the value of the U.S. dollar against foreign        
currencies or by the enactment of exchange controls or foreign governmental or  
regulatory restrictions on the transfer of funds. In addition, negative tax     
consequences relating to repatriating certain foreign currencies, particularly  
cash generated by our operations in Spain, may adversely affect our cash        
flows. During 2002, our Spanish operations generated 42% of our cash flows      
from operations. Furthermore, our foreign operations are subject to risks       
inherent in maintaining operations abroad, such as economic and political       
destabilization, international conflicts, restrictive actions by foreign        
governments, nationalizations, changes in regulatory requirements, the          
difficulty of effectively managing diverse global operations and adverse        
foreign tax laws.                                                               

Changes in industry standards and regulatory requirements may adversely affect  
our business.                                                                   

 As a manufacturer and distributor of wire and cable products we are subject
to a number of industry standard-setting authorities, such as Underwriters      
Laboratories, the Telecommunications Industry Association,                      

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the Electronics Industries Association and the Canadian Standards Association.  
In addition, in many markets, our products are subject to the requirements of   
federal, state and local or foreign regulatory authorities. Changes in the      
standards and requirements imposed by such authorities could have an adverse    
effect on us. In the event we are unable to meet any such standards when        
adopted our business could be adversely affected. In addition, changes in the   
legislative environment could affect the growth and other aspects of important  
markets served by us. While certain legislative bills and regulatory rulings    
are pending in the energy and telecommunications sectors which could improve    
our markets, any delay or failure to pass such legislation and regulatory       
rulings could adversely affect our opportunities and anticipated prospects may  
not arise. It is not possible at this time to predict the impact that any such  
legislation or regulation or failure to enact any such legislation or           
regulation, or other changes in laws or industry standards that may be adopted  
in the future, could have on our financial results, cash flows or financial     
position.                                                                       

Advancing technologies, such as fiber optic and wireless technologies, may      
make some of our products less competitive.                                     

Technological developments could have a material adverse effect on our    
business. For example, a significant decrease in the cost and complexity of     
installation of fiber optic systems or increase in the cost of copper based     
systems could make fiber optic systems superior on a price performance basis    
to copper systems and may have a material adverse effect on our business.       
Also, advancing wireless technologies, as they relate to network and            
communication systems, may represent some threat to both copper and fiber       
optic cable based systems by reducing the need for premise wiring. While we     
sell some fiber optic cable and components and cable that is used in certain    
wireless applications, if fiber optic systems or wireless technology were to    
significantly erode the markets for copper based systems, our sales of fiber    
optic cable and products for wireless applications may not be sufficient to     
offset any decrease in sales or profitability of other products that may        
occur.                                                                          

Risks Relating to Our Operations

Volatility in the price of copper and other raw materials, as well as fuel and  
energy, could adversely affect our businesses.                                  

 The costs of copper and aluminum, the most significant raw material we use,
have been subject to considerable volatility over the years. Volatility in the  
price of copper, aluminum, polyethylene and other raw materials, as well as     
fuel, natural gas and energy, will in turn lead to significant fluctuations in  
our cost of sales. Additionally, sharp increases in the price of copper can     
also reduce demand if customers decide to defer their purchases of copper wire  
and cable products or seek to purchase substitute products. Moreover, we do     
not engage in activities to hedge the underlying value of our copper and        
aluminum inventory. Although we attempt to reflect copper and other raw         
material price changes in the sale price of our products, there is no           
assurance that we can do so.                                                    

Interruptions of supplies from our copper rod mill plant or our key suppliers   
may affect our results of operations and financial performance.                 

Interruptions of supplies from our copper rod mill plant or our key       
suppliers could disrupt production or impact our ability to increase            
production and sales. During 2002, our copper rod mill plant produced           
approximately 50% of the copper rod used in our North American operations and   
two suppliers provided an aggregate of approximately 36% of our North American  
copper purchases. Any unanticipated problems or work stoppages at our copper    
rod mill facility could have a material adverse effect on our business.         
Additionally, we use a limited number of sources for most of the other raw      
materials that we do not produce. We do not have long-term or volume purchase   
agreements with most of our suppliers, and may have limited options in the      
short-term for alternative supply if these suppliers fail, for any reason,      
including their business failure or financial difficulties, to continue the     
supply of materials or components. Moreover, identifying and accessing          
alternative sources may increase our costs.                                     

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Failure to negotiate extensions of our labor agreements as they expire may      
result in a disruption of our operations.                                       

 Approximately 65% of our employees are represented by various labor unions.
During the last five years, we have experienced only one strike, which was      
settled on satisfactory terms. The labor agreement covering our Taunton,        
Massachusetts facility, which employs 1.1% of our employees, expired on         
August 1, 2003 but was extended through October 31, 2003. In addition, labor    
agreements covering 18% of our other employees expire prior to December 31,     
2004. We cannot predict what issues may be raised by the collective bargaining  
units representing our employees and, if raised, whether negotiations           
concerning such issues will be successfully concluded. A protracted work        
stoppage could result in a disruption of our operations which could adversely   
affect our ability to deliver certain products and our financial results.       

Our inability to continue to achieve productivity improvements may result in    
increased costs.                                                                

Part of our business strategy is to increase our profitability by lowering
costs through improving our processes and productivity. In the event we are     
unable to continue to implement measures improving our manufacturing            
techniques and processes, we may not achieve desired efficiency or              
productivity levels and our manufacturing costs may increase. In addition,      
productivity increases are related in part to factory utilization rates. Our    
decreased utilization rates over the past few years have adversely impacted     
productivity.                                                                   

We are substantially dependent upon distributors and retailers for sales of     
our products.                                                                   

During 2002, approximately 44% of our net sales were to independent       
distributors and four of our ten largest customers were distributors.           
Distributors accounted for approximately 40% of sales of our communications     
products and 59% of our industrial & specialty products. During 2002,           
approximately 9% of our net sales were to retailers and the two largest         
retailers, AutoZone and The Home Depot, accounted for approximately 3.3% and    
3.1%, respectively, of our net sales.                                           

These distributors and retailers are not contractually obligated to carry 
our product lines exclusively or for any period of time. Therefore, these       
distributors and retailers may purchase products that compete with our          
products or cease purchasing our products at any time. The loss of one or more  
large distributors or retailers could have a material adverse effect on our     
ability to bring our products to end users and on our results of operations.    
Moreover, a downturn in the business of one or more large distributors or       
retailers could adversely affect our sales and could create significant credit  
exposure.                                                                       

We face pricing pressures in each of our markets that could adversely affect    
our results of operations and financial performance.                            

 We face pricing pressures in each of our markets as a result of significant
competition or over-capacity, and price levels for most of our products have    
declined over the past few years. While we will work toward reducing our costs  
to respond to the pricing pressures that may continue, we may not be able to    
achieve proportionate reductions in costs. As a result of over-capacity and     
the current economic and industry downturn in the communications and            
industrial markets in particular, pricing pressures increased in 2002 and       
2003. Pricing pressures are expected to continue throughout 2003 and for the    
foreseeable future. Further declines in prices, without offsetting cost-        
reductions, will adversely affect our financial results.                        

Other Risks Relating to Our Business

Our substantial debt and debt service requirements could adversely affect our   
business.                                                                       

We have a significant amount of debt outstanding. As of June 30, 2003, we 
had $493.9 million of debt outstanding including $74.2 million of indebtedness  
under our asset-backed securitization facility. Of our total debt,              
$470.6 million was secured indebtedness. As of August 31, 2003, our total debt  
increased by $17.6 million to $511.5 million. Under our credit facility, we     
will be required to make a payment of approximately $5.2 million to the         
lenders if the total facility commitments are not reduced by at least           
$100 million by December 15, 2003. We will be required to raise additional      
financing to make this reduction,                                               

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as cash flow from operations will not be sufficient. We cannot assure you that  
we will be able to obtain the necessary financing.                              

In addition, the degree to which we are leveraged could have important    
adverse consequences to you and to us. For example, it could:                   

o make it difficult for us to make payments on or otherwise satisfy our   
obligations with respect to our indebtedness;                         

o require us to dedicate a significant portion of our cash flows from     
operations to debt service, thereby reducing the availability of cash 
flow for other purposes;                                              

o limit our ability to borrow additional amounts for working capital,     
capital expenditures, potential acquisition opportunities and other   
purposes;                                                             

o limit our ability to withstand competitive pressures and reduce our     
 flexibility in responding to changing business, regulatory and economic
conditions in our industry;                                           

o place us at a competitive disadvantage against our less leveraged       
competitors;                                                          

o subject us to increased interest costs, to the extent of the portion of 
our indebtedness that is subject to floating interest rates; and      

 o could cause us to fail to comply with applicable debt covenants and could
result in an event of default that could result in all of our         
indebtedness being immediately due and payable.                       

  In addition, our ability to generate cash flow from operations sufficient to
make scheduled payments on our debts as they become due will depend on our      
future performance, our ability to successfully implement our business          
strategy and our ability to obtain other financing.                             

If our accounts payable financing for our European operations is cancelled by   
our lenders, our cash flow will be negatively impacted.                         

 Our European operation participates in an arrangement with several European
financial institutions which provide extended accounts payable terms to us. In  
general, the arrangement provides for accounts payable terms of up to 180       
days. At June 30, 2003, the arrangement had a maximum availability limit of     
the equivalent of approximately $99 million of which approximately $86 million  
was drawn. We do not have a firm commitment from these European financial       
institutions requiring them to continue to extend credit and they may decline   
to advance additional funding. Should the availability under this arrangement   
be reduced or terminated, we would be required to negotiate longer payment      
terms with our suppliers or repay the outstanding obligations with our          
suppliers under this arrangement over 180 days and seek alternative financing   
arrangements which could increase our interest expense. We cannot assure you    
that such longer payment terms or alternate financing will be available on      
favorable terms or at all. Failure to obtain alternative financing              
arrangements in such case would negatively impact our cash flows.               

We may be required to take certain charges to our earnings in future periods    
in connection with potential plant closures and our inventory accounting        
practices.                                                                      

We are currently evaluating additional closures of certain of our         
facilities. Should we decide to rationalize one or more manufacturing           
locations in some future period, financial results and cash flows will be       
negatively impacted as the one-time costs relating to such action, which could  
be substantial, are recognized in our income statement.                         

As a result of declining copper prices, the historic last-in first-out    
("LIFO") cost of our copper inventory exceeded its replacement cost by          
approximately $16 million at December 31, 2002 and $10.9 million at June 30,    
2003. If we were not able to recover the LIFO value of our inventory at a       
profit in some future period when replacement costs were lower than the LIFO    
value of the inventory, we would be required to take a charge to recognize in   
our income statement all or a portion of the higher LIFO value of the           
inventory. During 2002, we recorded a $2.5 million charge for the liquidation   
of LIFO inventory in North America as we significantly reduced our inventory    
levels. We expect to further reduce inventory quantities in the second          

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half of 2003 which is expected to result in an additional LIFO liquidation      
charge. The amount of the charge to be incurred in 2003 will be dependent upon  
the quantity of the inventory reduction and the market price of the metals at   
the time of the inventory liquidation. Additionally, if LIFO inventory          
quantities were reduced in a period when replacement costs were lower than the  
LIFO value of the inventory, we would experience a decline in reported          
earnings.                                                                       

We are subject to certain asbestos litigation.                                  

  There are approximately 15,000 pending non-maritime asbestos cases involving
our subsidiaries. The majority of these cases involve plaintiffs alleging       
exposure to asbestos-containing cable manufactured by our predecessors. In      
addition to our subsidiaries, numerous other wire and cable manufacturers have  
been named as defendants in these cases. Our subsidiaries have also been        
named, along with numerous other product manufacturers, as defendants in        
approximately 33,000 suits in which plaintiffs alleged that they suffered an    
asbestos-related injury while working in the maritime industry. These cases     
are referred to as MARDOC cases and are currently managed under the             
supervision of the US District Court for the Eastern District of Pennsylvania.  
On May 1, 1996, the District Court ordered that all pending MARDOC cases be     
administratively dismissed without prejudice and the cases cannot be            
reinstated, except in certain circumstances involving specific proof of         
injury. There can be no assurance that any judgments or settlements of the      
pending non-maritime and/or MARDOC asbestos cases or any cases which may be     
filed in the future will not have a material adverse effect on our financial    
results, cash flows or financial position.                                      

Environmental liabilities could potentially adversely impact us and our         
affiliates.                                                                     

  We are subject to federal, state and local environmental protection laws and
regulations governing our operations and use, handling, disposal and            
remediation of hazardous substances currently or formerly used by us and our    
affiliates. A risk of environmental liability is inherent in our and our        
affiliates' current and former manufacturing activities in the event of a       
release or discharge of a hazardous substance generated by us or our            
affiliates. Under certain environmental laws, we could be held jointly and      
severally responsible for the remediation of any hazardous substance            
contamination at our facilities and at third party waste disposal sites and     
could also be held liable for any consequences arising out of human exposure    
to such substances or other environmental damage. We and our affiliates have    
been named as potentially responsible parties in proceedings that involve       
environmental remediation. There can be no assurance that the costs of          
complying with environmental, health and safety laws in our current operations  
or the liabilities arising from past releases of, or exposure to, hazardous     
substances, will not result in future expenditures by us that could materially  
and adversely affect our financial results, cash flows or financial condition.  

We may not be able to successfully identify, finance or integrate               
acquisitions.                                                                   

Growth through acquisition has been, and is expected to continue to be, a 
significant part of our strategy. We cannot assure you that we will be          
successful in identifying, financing and closing acquisitions at favorable      
prices and terms. Potential acquisitions may require us to issue additional     
shares of stock or obtain additional or new financing, and such financing may   
not be available on terms acceptable to us, or at all. The issuance of common   
or preferred shares may dilute the value of shares held by our shareholders.    
Further, we cannot assure you that we will be successful in integrating any     
such acquisitions that are completed. Integration of any such acquisitions may  
require substantial management, financial and other resources and may pose      
risks with respect to production, customer service and market share of          
existing operations. In addition, we may acquire businesses that are subject    
to technological or competitive risks, and we may not be able to realize the    
benefits expected from such acquisitions.                                       

Terrorist attacks and other attacks or acts of war may adversely affect the     
markets in which we operate, our operations and our profitability.              

The attacks of September 11, 2001 and subsequent events, including the    
military action in Iraq, has caused and may continue to cause instability in    
our markets and have led and may continue to lead to, further armed             
hostilities or further acts of terrorism worldwide, which could cause further   
disruption in our markets. Acts of terrorism may impact any or all of our       
facilities and operations, or those of our customers or                         

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suppliers and may further limit or delay purchasing decisions of our            
customers. Depending on their magnitude, acts of terrorism or war could have a  
material adverse effect on our business, financial results, cash flows and      
financial position.                                                             

We carry insurance coverage on our facilities of types and in amounts that
we believe are in line with coverage customarily obtained by owners of similar  
properties. We continue to monitor the state of the insurance market in         
general and the scope and cost of coverage for acts of terrorism in             
particular, but we cannot anticipate what coverage will be available on         
commercially reasonable terms in future policy years. Currently, we do not      
carry terrorism insurance coverage. If we experience a loss that is uninsured   
or that exceeds policy limits, we could lose the capital invested in the        
damaged facilities, as well as the anticipated future revenues from those       
facilities. Depending on the specific circumstances of each affected facility,  
it is possible that we could be liable for indebtedness or other obligations    
related to the facility. Any such loss could materially and adversely affect    
our business, financial results, cash flows and financial position.             

If we fail to retain our key employees, our business may be harmed.             

  Our success has been largely dependent on the skills, experience and efforts
of our key employees, and the loss of the services of any of our executive      
officers or other key employees could have an adverse effect on us. The loss    
of our key employees who have intimate knowledge of our manufacturing process   
could lead to increased competition to the extent that those employees are      
able to recreate our manufacturing process. Our future success will also        
depend in part upon our continuing ability to attract and retain highly         
qualified personnel, who are in great demand.                                   

Declining returns in the investment portfolio of our defined benefit plans      
will increase our pension expense and require us to increase cash               
contributions to the plans.                                                     

Pension expense for the defined benefit pension plans sponsored by us is  
determined based upon a number of actuarial assumptions, including an expected  
long-term rate of return on assets and discount rate. During the fourth         
quarter of 2002, as a result of declining returns in the investment portfolio   
of our defined benefit pension plans, we were required to record a minimum      
pension liability equal to the underfunded status of our plans. As of           
December 31, 2002, the defined benefit plans were underfunded by approximately  
$52 million based on the actuarial methods and assumptions utilized for         
purposes of FAS 87. We will experience an increase in our future pension        
expense and in our cash contributions to our defined benefit pension plan.      
Pension expense for our defined benefit plans is expected to increase from      
$2.0 million in 2002 to approximately $7.0 million in 2003 and our required     
cash contributions are expected to increase to $5.9 million in 2003 from        
$3.0 million in 2002. In 2004, cash contributions are expected to increase to   
$12.6 million. In the event that actual results differ from the actuarial       
assumptions, the funded status of our defined benefit plans may change and any  
such deficiency could result in additional charges to equity and against        
earnings and increase our required cash contributions.                          

Our stock price has been and continues to be volatile.                          

The market price for our common stock could fluctuate due to various      
factors. These factors include:                                                 

o announcements relating to significant corporate transactions;           

o fluctuations in our quarterly and annual financial results;             

o operating and stock price performance of companies that investors deem  
comparable to us;                                                     

o changes in government regulation or proposals relating thereto;         

o general industry and economic conditions; and                           

o sales or the expectation of sales of a substantial number of shares of  
our common stock in the public market.                                

In addition, the stock markets have, in recent years, experienced         
significant price fluctuations. These fluctuations often have been unrelated    
to the operating performance of the specific companies whose stock is           

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traded. Market fluctuations, as well as economic conditions, have adversely     
affected, and may continue to adversely affect, the market price of our common  
stock. Fluctuations in the price of our common stock will affect the value of   
any outstanding preferred stock.                                                

Provisions in our charter documents could make it more difficult to acquire     
our company.                                                                    

Our amended and restated certificate of incorporation and amended and     
restated by-laws contain provisions that may discourage, delay or prevent a     
third party form acquiring us, even if doing so would be beneficial to our      
stockholders. Under our amended and restated certificate of incorporation only  
our board of directors may call special meetings of stockholders, and           
stockholders must comply with advance notice requirements for nominating        
candidates for election to our board of directors or for proposing matters      
that can be acted upon by stockholders at stockholder meetings. Directors may   
be removed by stockholders only for cause and only by the effective vote of at  
least 66 2/3% of the voting power of all shares of capital stock then entitled  
to vote generally in the election of directors, voting together as a single     
class. Additionally, agreements with certain of our executive officers may      
have the effect of making a change of control more expensive and, therefore,    
less attractive.                                                                

  Pursuant to our amended and restated certificate of incorporation, our board
of directors may by resolution establish one or more series of preferred        
stock, having such number of shares, designation, relative voting rights,       
dividend rates, conversion rights, liquidation or other rights, preferences     
and limitations as maybe fixed by our board of directors without any further    
shareholder approval. Such rights, preferences, privileges and limitations as   
may be established could have the further effect of impeding or discouraging    
the acquisition of control of our company.                                      

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth General Cable's consolidated ratio of      
earnings to fixed charges for each of the periods indicated.                    

  For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of pretax income from continuing operations before minority interest    
and before equity method earnings or losses adjusted for fixed charges. Fixed   
charges include: (i) interest expense; (ii) amortization of debt issuance       
cost; and (iii) an estimate of the interest component of rent expense. As of    
the date of this prospectus, we have no preferred stock outstanding. The ratio  
of earnings to fixed charges and preferred stock dividends is the same as the   
ratio of earnings to fixed charges in all periods as we have not had any        
preferred stock outstanding.                                                    

                                                        [Enlarge/Download Table]

                                                                                                                   Six Months 
                                                                                                                      Ended   
                                                                                    Year Ended December 31,         June 30,  
                                                                               ----------------------------------  -----------
                                                                               1998   1999    2000   2001    2002  2002   2003
                                                                               ----   ----    ----   ----    ----  ----   ----
                                                                                                                              
Ratio of Earnings to Fixed Charges (1)........................................ 6.5     2.3    0.6     2.1     0.4  0.5     1.2

---------------                                                                 
(1) For the years ended December 31, 2000 and 2002 and the six months ended     
June 30, 2002, earnings were insufficient to cover fixed charges by     
$28.9 million, $27.6 million and $10.5 million, respectively.           

USE OF PROCEEDS 

 Except as we may specifically state in any prospectus supplement, we intend
to use the net proceeds from the sale of the securities for general corporate   
purposes, which may include repayment of indebtedness.                          

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PLAN OF DISTRIBUTION

We may sell securities to or through underwriters or dealers and may also 
sell securities directly to other purchasers or through agents. The prospectus  
supplement will set forth the terms of the offering of such securities,         
including                                                                       

o the name or names of any underwriters, dealers or agents and the amounts
of securities underwritten or purchased by each of them,              

o the initial public offering price of the securities and the proceeds to 
  us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers, and                                                  

o any securities exchanges on which the securities may be listed.         

Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.               

The securities may be distributed from time to time in one or more        
transactions at:                                                                

o a fixed price or prices, which may be changed;                          

o market prices prevailing at the time of sale;                           

o prices related to the prevailing market prices; or                      

o negotiated prices.                                                      

 If underwriters are used in the sale of any securities, the securities will
be acquired by the underwriters for their own account and may be resold from    
time to time in one or more transactions. The securities may be either offered  
to the public through underwriting syndicates represented by managing           
underwriters, or directly by underwriters. Generally, the underwriters'         
obligations to purchase the securities will be subject to certain conditions    
precedent. The underwriters will be obliged to purchase all of the securities   
if they purchase any of the securities. In connection with the sale of          
securities, underwriters may receive compensation from us or from purchasers    
of securities for whom they may act as agents. This compensation may be in the  
form of discounts, concessions or commissions.                                  

Underwriters may sell securities to or through dealers, and these dealers 
may receive compensation in the form of discounts, concessions or commissions   
from the underwriters and/or commissions from the purchasers for whom they may  
act as agents. Underwriters, dealers and agents that participate in the         
distribution of securities could be considered underwriters, and any discounts  
or commissions received by them from us and any profit on the resale of         
securities by them could be considered underwriting discounts and commissions,  
under the Securities Act.                                                       

 Under agreements entered into by us for the purchase or sale of securities,
these underwriters and agents may be entitled to indemnification by us against  
certain liabilities, including liabilities under the Securities Act, or to      
contribution with respect to payments which the agents or underwriters may be   
required to make in respect thereof. Agents and underwriters may be customers   
of, engage in transactions with, or perform services for us in the ordinary     
course of business.                                                             

  If so indicated in the prospectus supplement, we will authorize underwriters
or other persons acting as our agents to solicit offers by institutional        
investors to purchase securities from us under contracts requiring payment and  
delivery on a future date. Institutions with which these contracts may be made  
include, among others:                                                          

o commercial and savings banks;                                           

o insurance companies;                                                    

o pension funds;                                                          

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o investment companies; and                                               

o educational and charitable institutions.                                

 but in all cases we must approve these institutions. The obligations of any
purchaser under these contracts will be subject to the condition that the       
purchase of the offered securities shall not at the time of delivery be         
prohibited under the laws of the jurisdiction to which that purchaser is        
subject. The underwriters and other agents will not have any responsibility in  
respect of the validity or performance of these contracts.                      

One or more firms, referred to as "remarketing firms," may also offer or  
sell the securities, if the prospectus supplement so indicates, in connection   
with a remarketing arrangement upon their purchase. Remarketing firms will act  
as principals for their own accounts or as agents for us. These remarketing     
firms will offer or sell the securities in accordance with a redemption or      
repayment pursuant to the terms of the securities. The prospectus supplement    
will identify any remarketing firm and the terms of its agreement, if any,      
with us and will describe the remarketing firm's compensation. Remarketing      
firms may be deemed to be underwriters in connection with the securities they   
remarket. Remarketing firms may be entitled under agreements that may be        
entered into with us to indemnification by us against certain civil             
liabilities, including liabilities under the Securities Act and may be          
customers of, engage in transactions with or perform services for us in the     
ordinary course of business.                                                    

DESCRIPTION OF DEBT SECURITIES WE MAY OFFER 

 This section outlines some of the provisions of the indentures and the debt
securities. This information may not be complete in all respects and is         
qualified entirely by reference to the indentures under which the debt          
securities are issued. These indentures are incorporated by reference as        
exhibits to the registration statement of which this prospectus is a part.      
This information relates to terms and conditions that generally apply to the    
debt securities. The specific terms of any series of debt securities will be    
described in the prospectus supplement. If so described in a prospectus         
supplement, the terms of that series may differ from the general description    
of the terms presented below.                                                   

Debt Securities May Be Senior or Subordinated                                   

We may issue senior or subordinated debt securities. The senior debt      
securities and the subordinated debt securities may or may not be secured by    
any of our property or assets.                                                  

 The senior debt securities will constitute part of our senior indebtedness,
will be issued under our senior debt indenture described below and will rank    
equally with all of our other unsecured and unsubordinated debt.                

The subordinated debt securities will constitute part of our subordinated 
debt, will be issued under our subordinated debt indenture described below and  
will be subordinated in right of payment to all of our "senior indebtedness",   
as defined in the subordinated debt indenture. The prospectus supplement for    
any series of subordinated debt securities will indicate the approximate        
amount of senior indebtedness outstanding as of the end of our most recent      
fiscal quarter. Neither indenture limits our ability to incur additional        
senior indebtedness.                                                            

When we refer to "debt securities" in this prospectus, we mean both the   
senior debt securities and the subordinated debt securities.                    

The Senior Debt Indenture and the Subordinated Debt Indenture                   

The senior debt securities and the subordinated debt securities are each  
governed by a document called an indenture--the senior debt indenture, in the   
case of the senior debt securities, and the subordinated debt indenture, in     
the case of the subordinated debt securities. Each indenture is a contract      
between us and a trustee that will be named therein. The indentures are         
substantially identical, except for the provisions relating to subordination,   
which are included only in the subordinated indenture.                          

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The trustee under each indenture has two main roles:                      

o First, the trustee can enforce your rights against us if we default.    
There are some limitations on the extent to which the trustee acts on 
your behalf, which we describe later under "--Events of Default"; and 

o Second, the trustee performs administrative duties for us, such as      
sending you interest payments and notices.                            

When we refer to the indenture or the trustee with respect to any debt    
securities, we mean the indenture under which those debt securities are issued  
and the trustee under that indenture.                                           

The indentures permit us to issue different series of securities from time
to time. We may issue securities in such amounts, at such times and on such     
terms as we wish. The debt securities may differ from one another in their      
terms. Neither indenture limits the aggregate amounts of debt securities that   
we may issue or the aggregate amount of any particular series.                  

The indentures and the debt securities are governed by New York law.      

This Section is Only a Summary                                                  

 Because this section is a summary, it does not describe every aspect of the
debt securities. The indentures, any supplemental indentures and the debt       
securities contain the full legal text of the matters described in this         
section. This summary is subject to and qualified in its entirety by reference  
to all the provisions of the indentures, including definitions of some of the   
terms used in the indentures. We also include references in parentheses to      
some sections and articles of the indentures. Whenever we refer to particular   
sections, articles or defined terms of the indentures in this prospectus or in  
the prospectus supplement, those sections, articles or defined terms are        
incorporated by reference here or in the prospectus supplement. The indentures  
are exhibits to our registration statement. See "Where You Can Find More        
Information" for information on how to obtain a copy. This summary is also      
subject to and qualified by reference to the description of the particular      
terms of your series of debt securities described in any prospectus             
supplement.                                                                     

Specific Terms of a Series of Debt Securities                                   

  In this section we summarize only the more important terms of the indentures
that will apply generally to the debt securities. Each particular debt          
security will have financial, legal and other terms specific to it, and the     
specific terms of each debt security will be described in the applicable        
prospectus supplement. Those terms may vary from the terms described here. As   
you read this section, therefore, please remember that the specific terms of    
your debt security as described in your prospectus supplement will supplement   
and, if applicable, may modify or replace the general terms described in this   
section. The statements we make in this section may not apply to your debt      
security.                                                                       

We may issue the debt securities as original issue discount securities,   
which are debt securities that are offered and sold at a substantial discount   
to their stated principal amount. The debt securities may also be issued as     
indexed securities or securities denominated in foreign currencies or currency  
units, as well as composite currencies or composite currency units, as          
described in more detail in the prospectus supplement relating to any of these  
types of debt securities.                                                       

The prospectus supplement relating to a series of debt securities will    
specify whether the securities are senior or subordinated debt securities and   
will describe the following terms of the series:                                

o the title of the series                                                 

o the aggregate principal amount (or any limit on the aggregate principal 
 amount) of the series and, if any debt securities of a series are to be
  issued at a discount from their face amount, the method of computing the
accretion of such discount.                                           

 o the interest rate or rates, if any, or method of calculating the interest
rate;                                                                 

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o the date or dates from which interest will accrue;                      

o the record dates for interest payable on registered debt securities;    

o the dates when principal and interest are payable;                      

o the manner of paying principal and interest;                            

o the places where principal and interest are payable;                    

o the registrar, transfer agent and paying agent;                         

 o in the case of subordinated debt securities, any subordination provisions
in addition to or in lieu of those set forth in the indenture;        

o the terms of any mandatory (including any sinking fund requirements) or 
optional redemption by us;                                            

o the terms of any repayment at the option of holders;                    

o the denominations in which debt securities are issuable;                

o whether debt securities will be issuable as registered securities or    
bearer securities;                                                    

o whether and upon what terms registered securities and bearer securities 
may be exchanged;                                                     

o whether any debt securities will be represented by a debt security in   
global form;                                                          

o the terms of any global debt security;                                  

o the terms of any tax indemnity;                                         

o the currencies (including any composite currency) in which principal or 
interest may be paid;                                                 

 o if payments of principal or interest may be made in a currency other than
   that in which debt securities are denominated, the manner for determining
such payments;                                                        

o if amounts of principal or interest may be determined by reference to an
  index, formula or other method, the manner for determining such amounts;

o provisions for electronic issuance of debt securities or for debt       
securities in uncertificated form;                                    

o the portion of principal payable upon acceleration of a discounted debt 
security;                                                             

 o any events of default or covenants in addition to or in lieu of those set
forth in the applicable indenture;                                    

 o whether and upon what terms debt securities may be defeased, if different
from the provisions set forth in the base indenture;                  

o the forms of the debt securities;                                       

o any terms that may be required by or advisable under U.S. or other      
applicable laws;                                                      

o the percentage of the principal amount of the debt securities which is  
   payable if the maturity of the debt securities is accelerated in the case
of debt securities issued at a discount from their face amount;       

o whether and upon what terms the debt securities will be convertible into
or exchangeable for our common stock; and                             

o any other terms not inconsistent with the indenture.                    

  Special U.S. Federal income tax considerations may apply to a series of debt
securities issued as original issue discount securities. These tax              
considerations will be discussed in the related prospectus supplement. In       
addition, if any special U.S. Federal income tax considerations apply to a      
series of debt securities denominated in a currency or currency unit other      
than U.S. dollars, the related prospectus supplement will describe those        
considerations.                                                                 

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Conversion Rights                                                               

 If debt securities of any series are convertible into our common stock, the
related prospectus supplement will discuss the conversion terms. Those terms    
will include provisions as to whether the conversion is mandatory or at the     
option of the holder and may also include provisions for calculating the        
number of shares of common stock to be delivered upon conversion.               

Subordination of Subordinated Debt Securities                                   

Holders of subordinated debt securities should recognize that contractual 
provisions in the subordinated debt indenture may prohibit us from making       
payments on those securities. Subordinated debt securities are subordinate in   
right of payment, to the extent and in the manner stated in the subordinated    
debt indenture, to all our senior debt, including all debt securities we have   
issued that constitute senior debt and all debt securities we will issue under  
the senior debt indenture.                                                      

The subordinated debt indenture defines "senior indebtedness" as all our  
indebtedness and other payment obligations relating to our debt, as defined     
below, including:                                                               

 o all obligations under credit facilities (whether for principal, interest,
fees, expenses or indemnities);                                       

 o all indebtedness for borrowed money or under any reimbursement obligation
  relating to a letter of credit or other similar instruments or evidenced
   by a bond, note, debenture or similar instrument, or such indebtedness of
others which we guarantee (to the extent of the guarantee) and        
  capitalized lease obligations, including principal, premium, if any, and
interest on such indebtedness, unless the instrument under which such 
   indebtedness is incurred expressly provides that such indebtedness is not
senior or superior in right of payment to the subordinated debt       
securities;                                                           

o all obligations under interest protection agreements; and               

o all obligations under currency agreements.                              

 All amendments, renewals, extensions, modifications and refundings of these
obligations will also be included in senior indebtedness. Senior indebtedness   
excludes the subordinated debt securities and any other indebtedness or         
obligations specifically designated as being subordinate, or not superior, in   
right of payment to the subordinated debt securities.                           

The subordinated debt indenture provides that, unless all principal of and
any premium or interest on the senior debt has been paid in full, no payment    
or other distribution may be made in respect of any subordinated debt           
securities in the following circumstances:                                      

o if there exists a default in the payment of all or any portion of the   
 obligations on any senior indebtedness, whether at maturity, on account
of mandatory redemption or prepayment or purchase, acceleration or    
   otherwise, that continues beyond any applicable period of grace, and such
default shall not have been cured or waived or the benefits of the    
  subordination provisions in the subordinated debt indenture is waived by
or on behalf of the holders of such senior indebtedness; or           

 o after receipt by the trustee of written notice from the holder or holders
  of certain designated senior indebtedness or the trustee or agent acting
on behalf of such designated senior indebtedness and for 179 days     
thereafter, during the continuance of any non-payment event of default
  with respect to any designated senior indebtedness pursuant to which the
maturity thereof may be immediately accelerated, and, then, unless and
until such event of default has been cured or waived or has ceased to 
exist or such designated senior indebtedness has been discharged or   
   repaid in full in cash or the benefits of the subordination provisions in
 the subordinated debt indenture have been waived by the holders of such
designated senior indebtedness.                                       

As defined in the subordinated debt indenture, "designated senior         
indebtedness" means any senior indebtedness (a) under a credit facility or (b)  
which, at the time of determination, has an aggregate commitment or principal   
amount outstanding of at least $10.0 million if the instrument governing such   
senior indebtedness expressly states that such indebtedness is "designated      
senior indebtedness" for purposes of the                                        

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subordinated debt indenture and a resolution of our board of directors setting  
forth such designation by us has been filed with the trustee.                   

For the purposes of the subordination provisions, the payment of cash or  
delivery of property or securities upon conversion of a subordinated debt       
security, excluding delivery of our common stock and certain of our             
subordinated securities, will be deemed a payment of the principal of that      
subordinated debt security.                                                     

Legal Ownership                                                                 

Street Name and Other Indirect Holders                                        

Investors who hold debt securities in accounts at banks or brokers will   
generally not be recognized by us as legal holders of debt securities. This is  
called holding in street name. Instead, we would recognize only the bank or     
broker, or the financial institution the bank or broker uses to hold its debt   
securities. These intermediary banks, brokers and other financial institutions  
pass along principal, interest and other payments on the debt securities,       
either because they agree to do so in their customer agreements or because      
they are legally required to do so. If you hold debt securities in street       
name, you should check with your own institution to find out:                   

o how it handles debt securities payments and notices;                    

o whether it imposes fees or charges;                                     

o how it would handle voting, if it were ever required;                   

o whether and how you can instruct it to send you debt securities         
registered in your own name so you can be a direct holder as described
below; and                                                            

o how it would pursue rights under the debt securities if there were a    
  default or other event triggering the need for holders to act to protect
their interests.                                                      

Direct Holders                                                                

 Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, under the debt securities run      
only to persons who are registered as holders of debt securities. As noted      
above, we do not have obligations to you if you hold in street name or other    
indirect means, either because you choose to hold debt securities in that       
manner or because the debt securities are issued in the form of global          
securities as described below. For example, once we make payment to the         
registered holder we have no further responsibility for the payment even if     
that holder is legally required to pass the payment along to you as a street    
name customer but does not do so.                                               

Global Securities                                                             

  What is a Global Security? A global security is a special type of indirectly
held security, as described above under "--Street Name and Other Indirect       
Holders". If we choose to issue debt securities in the form of global           
securities, the ultimate beneficial owners of global securities can only be     
indirect holders. We require that the global security be registered in the      
name of a financial institution we select.                                      

  We also require that the debt securities included in the global security not
be transferred to the name of any other direct holder unless the special        
circumstances described in the section "Legal Ownership and Book-Entry          
Issuance" below occur. The financial institution that acts as the sole direct   
holder of the global security is called the depositary. Any person wishing to   
own a security must do so indirectly by virtue of an account with a broker,     
bank or other financial institution that in turn has an account with the        
depositary. The prospectus supplement indicates whether your series of debt     
securities will be issued only in the form of global securities.                

Further details of legal ownership are discussed in the section "Legal    
Ownership and Book-Entry Issuance".                                             

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In the remainder of this description "you" means direct holders and not   
street name or other indirect holders of debt securities. Indirect holders      
should read the previous subsection entitled "Street Name and Other Indirect    
Holders".                                                                       

Overview of Remainder of This Description                                       

The remainder of this description summarizes:                             

o Additional mechanics relevant to the debt securities under normal       
circumstances, such as how you transfer ownership and where we make   
payments.                                                             

o Your rights under several special situations, such as if we merge with  
another company or if we want to change a term of the debt securities.

o Covenants contained in the indentures that require us, or limit our     
 ability to perform various acts. A particular series of debt securities
may have additional covenants.                                        

o Your rights if we default or experience other financial difficulties.   

o Our relationship with the trustee.                                      

Additional Mechanics                                                            

Exchange and Transfer                                                         

  Unless otherwise provided in the prospectus supplement, debt securities will
have a minimum denomination of $1,000. You may have your debt securities        
divided into more debt securities of smaller denominations, but not below the   
minimum denomination, or combined into fewer debt securities of larger          
denominations, as long as the total principal amount is not changed. This is    
called an exchange.                                                             

You may exchange or transfer your debt securities at the office of the    
trustee. The trustee acts as our agent for registering debt securities in the   
names of holders and transferring debt securities. We may change this           
appointment to another entity or perform the service ourselves. The entity      
performing the role of maintaining the list of registered holders is called     
the security registrar. It will also register transfers of the debt             
securities.                                                                     

You will not be required to pay a service charge to transfer or exchange  
debt securities, but you may be required to pay for any tax or other            
governmental charge associated with the exchange or transfer. The transfer or   
exchange of a debt security will only be made if the security registrar is      
satisfied with your proof of ownership.                                         

If we designate additional transfer agents, they will be named in the     
prospectus supplement. We may cancel the designation of any particular          
transfer agent. We may also approve a change in the office through which any    
transfer agent acts.                                                            

If the debt securities are redeemable and we redeem less than all of the  
debt securities of a particular series, we may block the transfer or exchange   
of debt securities during a specified period of time in order to freeze the     
list of holders to prepare the mailing. The period begins 15 days before the    
day we mail the notice of redemption and ends on the day of that mailing. We    
may also refuse to register transfers or exchanges of debt securities selected  
for redemption. However, we will continue to permit transfers and exchanges of  
the unredeemed portion of any security being partially redeemed.                

Payment and Paying Agents                                                     

We will pay interest to you if you are a direct holder listed in the      
trustee's records at the close of business on a particular day in advance of    
each due date for interest, even if you no longer own the security on the       
interest due date. That particular day, usually about two weeks in advance of   
the interest due date, is called the regular record date and is stated in the   
prospectus supplement.                                                          

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We will pay interest, principal and any other money due on the debt       
securities at the corporate trust office of the trustee in New York City. You   
must make arrangements to have your payments picked up at or wired from that    
office. We may also choose to pay interest by mailing checks.                   

Interest on global securities will be paid to the holder of the securities
by wire transfer of same-day funds.                                             

  Holders buying and selling debt securities must work out between them how to
compensate for the fact that we will pay all the interest for an interest       
period to the one who is the registered holder on the regular record date. The  
most common manner is to adjust the sales price of the debt securities to pro   
rate interest fairly between buyer and seller. This pro rated interest amount   
is called accrued interest.                                                     

  Street name and other indirect holders should consult their banks or brokers
for information on how they will receive payments.                              

  We may also arrange for additional payment offices, and may cancel or change
these offices, including our use of the trustee's corporate trust office.       
These offices are called paying agents. We may also choose to act as our own    
paying agent. We must notify the trustee of changes in the paying agents for    
any particular series of debt securities.                                       

Notices                                                                       

We and the trustee will send notices only to direct holders, using their  
addresses as listed in the trustee's records.                                   

Regardless of who acts as paying agent, all money that we pay to a paying 
agent that remains unclaimed at the end of two years after the amount is due    
to direct holders will be repaid to us. After that two-year period, you may     
look only to us for payment and not to the trustee, any other paying agent or   
anyone else.                                                                    

Special Situations                                                              

Mergers and Similar Events                                                    

We will generally not be permitted to consolidate with or merge into, or  
transfer all or substantially all of our assets to, any person unless:          

 o either (a) we survive the transaction or (b) the person that survived the
  transaction (if other than us) is organized under the laws of the United
States of America or a State thereof or the District of Columbia;     

o the person that survives the transaction (if other than us) assumes by  
  supplemental indenture all our obligations under and the performance and
observance of every covenant of the indenture, the debt securities and
any other agreements entered into in connection therewith; and        

o immediately after giving effect to the transaction, no default or event 
of default under the indenture exists.                                

  We will also be required to deliver to the trustee prior to the consummation
of the proposed transaction an officers' certificate to the foregoing effect    
and an opinion of counsel stating that the proposed transaction and such        
supplemental indenture comply with the indenture.                               

The successor shall be substituted for us, and thereafter all our         
obligations under the indenture and the debt securities shall terminate.        

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Modification and Waiver                                                       

 There are three types of changes we can make to the indentures and the debt
securities.                                                                     

Changes Requiring Your Approval. First, there are changes that cannot be  
made to your debt securities without your specific approval. Following is a     
list of those types of changes that require the approval of each holder of      
debt securities:                                                                

o reduce the amount of debt securities whose holders must consent to an   
amendment;                                                            

o reduce the interest on or change the time for payment of interest on any
debt security;                                                        

o change the fixed maturity of any debt security;                         

o reduce the principal of any non-discounted debt security or reduce the  
amount of principal of any discounted debt security that would be due 
upon an acceleration thereof;                                         

o change the currency in which principal or interest on a debt security is
payable;                                                              

o make any change in provisions relating to waivers of defaults and       
amendments, except to increase the amount of debt securities whose    
 holders must consent to an amendment or waiver or to provide that other
provisions of the indenture cannot be amended or waived without the   
consent of each holders of debt securities affected thereby;          

o impair your right to sue for payment; or                                

o in the case of subordinated debt securities, modify the subordination   
provisions in a manner adverse to the holders.                        

Changes Requiring a Majority Approval. The second type of change to the   
indentures and the debt securities is the kind that requires an approval by     
holders of debt securities owning a majority of the principal amount of the     
particular series affected. Most changes fall into this category. Majority      
approval would be required for us to obtain a waiver of all or part of certain  
covenants or a waiver of a past default. However, we cannot obtain a waiver of  
a payment default or any other aspect of the indentures or the debt securities  
listed in the first category described above under "--Changes Requiring Your    
Approval" unless we obtain your individual consent to the waiver.               

Changes Not Requiring Approval. The third type of change does not require 
any approval by holders of debt securities. This type is limited to             
clarifications and other changes that would not adversely affect holders of     
the debt securities in any material respect.                                    

Further Details Concerning Votes and Consents                                 

 When seeking approval, we will use the following rules to determine whether
the holders of the requisite principal amount of the outstanding securities     
have given, made or taken any action under the indenture as of any date:        

o For original issue discount securities, we will use the amount of       
principal that would be due as of the date of such determination if   
payment of the debt security were accelerated on that date.           

o For debt securities whose principal amount is not known (for example,   
because it is based on an index), we will use a special rule for that 
security described in the prospectus supplement.                      

o For debt securities denominated in one or more foreign currencies or    
currency units, we will use the U.S. dollar equivalent determined as  
described in the prospectus supplement.                               

o Debt securities will not be considered outstanding, and therefore not   
eligible to vote, if we have deposited or set aside in trust for you  
 money for their payment or redemption, if they have been fully defeased
as described later under "--Defeasance and Discharge" or if they are  
owned by us or any of our affiliates.                                 

o We will generally be entitled to set any day as a record date to        
   determine the holders of outstanding debt securities that are entitled to
vote or take other action under the indentures. In limited            

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circumstances, the trustee will be entitled to set a record date for  
 action by holders. If we or the trustee set a record date for a vote or
  other action to be taken by holders of a particular series, that vote or
 action may be taken only by persons who are holders of outstanding debt
   securities of that series on the record date and must be taken within 180
  days following the record date or another period that we may specify, or
 as the trustee may specify if it set the record date. We may shorten or
lengthen, but not beyond 180 days, this period from time to time.     

  Street name and other indirect holders should consult their banks or brokers
for information on how approval may be granted or denied if we seek to change   
the indentures or the debt securities or request a waiver.                      

Defeasance and Discharge                                                        

  The following discussion of full defeasance and discharge will apply to your
series of debt securities only if we choose to have them apply to that series.  
If we do so choose, we will say so in the prospectus supplement.                

The indentures provide that if we choose to have the defeasance and       
discharge provision applied to the debt securities, we can legally release      
ourselves from any payment or other obligations on the debt securities, except  
for the ministerial obligations described below, if we put in place the         
following arrangements for you to be repaid and comply with other requirements  
set forth in the indentures:                                                    

 o we irrevocably deposit in trust with the trustee or another trustee money
or U.S. government obligations;                                       

 o we deliver to the trustee a certificate from a nationally recognized firm
  of independent accountants expressing their opinion that the payments of
principal and interest when due on the deposited U.S. government      
obligations without reinvestment plus any deposited money without     
   investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the debt     
 securities of the series to maturity or redemption, as the case may be:

o immediately after the deposit no default exists under the indenture;    

o the deposit does not constitute a default under any other agreement     
binding on us; and                                                    

o we deliver to the trustee an opinion of counsel to the effect that      
holders of the debt securities will not recognize income, gain or loss
   for Federal income tax purposes as a result of the defeasance and, in the
 case of legal defeasance, such opinion must be based on a U.S. Internal
Revenue Service ruling or a change in U.S. Federal income tax law.    

In addition, the subordinated debt indenture provides that if we choose to
have the defeasance and discharge provision applied to the subordinated debt    
securities, the subordination provisions of the subordinated debt indenture     
will become ineffective.                                                        

However, even if we make the deposit in trust and opinion delivery        
arrangements discussed above, a number of our obligations relating to the debt  
securities will remain. These include our obligations:                          

o to register the transfer and exchange of debt securities;               

o to replace mutilated, destroyed, lost or stolen debt securities;        

o to maintain paying agencies; and                                        

o to hold money for payment in trust.                                     

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Events of Default                                                               

  You will have special rights if an event of default occurs and is not cured,
as described later in this subsection.                                          

What Is an Event of Default?                                                  

The term "event of default" means any of the following:                   

o we default in the payment of interest on the debt security when the same
becomes due and payable and the default continues for a period of 30  
days;                                                                 

o we default in the payment of the principal of the debt security when the
 same becomes due and payable at maturity, upon redemption or otherwise,
or in the making of any sinking fund payment, if any, required by the 
terms of such series;                                                 

o we fail to comply with any of our other covenants, conditions or        
agreements in the debt securities or the indenture and the default    
continues for the period and after the notice specified below;        

o we, pursuant to or within the meaning of any bankruptcy law:            

(a) commence a voluntary case,                              

    (b) consent to the entry of an order for relief against us in an
involuntary case,                                           

      (c) consent to the appointment of a custodian of our or for all or
substantially all of our property, or                       

   (d) make a general assignment for the benefit of our creditors;

o a court of competent jurisdiction enters an order or decree under any   
bankruptcy law that:                                                  

(a) is for the relief against us in an involuntary case,    

      (b) appoints a custodian for us or all or substantially all of our
property, or                                                

        (c) orders our liquidation, and the order or decree remains unstayed
and in effect for 90 days.                                  

o If we default under any indebtedness for money borrowed if:             

     (a) that default either (1) results from the failure to pay the principal
 of that indebtedness at its stated maturity or (2) relates to an obligation
other than the obligation to pay the principal of that indebtedness at its
 stated maturity and results in that indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become 
due and payable,                                                          

(b) the principal amount of that indebtedness, together with the    
principal amount of any other indebtedness in default for failure to pay  
principal at stated maturity or the maturity of which has been so         
accelerated, aggregates $20,000,000 or more at any one time outstanding.  

o we are subject to a final judgment or judgments in an amount of         
   $20,000,000 or more, individually or in the aggregate, for the payment of
  money having been entered by a court or courts of competent jurisdiction
and such judgment or judgments is not satisfied, stayed, annulled or  
rescinded within 60 days of being entered; or                         

 o any other event of default described in the prospectus supplement occurs.

Remedies If an Event of Default Occurs. If an event of default other than 
those described in the fourth or fifth bullet point above has occurred and has  
not been cured, the trustee or the holders of at least 25% in principal amount  
of the debt securities of the affected series may declare the entire principal  
amount of all the debt securities of that series to be due and immediately      
payable. This is called a declaration of acceleration of maturity. A            
declaration of acceleration of maturity may be canceled by the holders of at    
least a majority in principal amount of the debt securities of the affected     
series. If any event of default described in the fourth or fifth bullet point   
above occurs, the entire principal amount of all the debt securities of that    
series shall automatically, and without any declaration or other action on the  
part of the trustee or any holder, become immediately due and payable.          

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Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indentures at the request  
of any holders unless the holders offer the trustee reasonable protection from  
expenses and liability. This protection is called an indemnity. If reasonable   
indemnity is provided, the holders of a majority in principal amount of the     
outstanding debt securities of the relevant series may direct the time, method  
and place of conducting any lawsuit or other formal legal action seeking any    
remedy available to the trustee. These majority holders may also direct the     
trustee in performing other actions under the indentures.                       

Before you bypass the trustee and bring your own lawsuit or other formal  
legal action or take other steps to enforce your rights or protect your         
interests relating to the debt securities, the following must occur:            

o You must give to the trustee written notice of a continuing event of    
default with respect to such series;                                  

o The holders of at least 25% in principal amount of the outstanding debt 
securities of the relevant series must make a written request to the  
trustee to pursue the remedy with respect to such series;             

o You must offer to the trustee indemnity satisfactory to the trustee     
against any loss, liability or expense;                               

o The trustee must not have complied with the request within 60 days after
receipt of the request and the offer of indemnity; and                

o No inconsistent direction must have been given to the trustee during the
 60 day period from the holders of a majority in principal amount of the
outstanding debt securities of the relevant series.                   

  Street name and other indirect holders should consult their banks or brokers
for information on how to give notice or direction to or make a request of the  
trustee and to make or cancel a declaration of acceleration.                    

We will furnish to the trustee every year a written statement from some of
our designated officers certifying that, to their knowledge, we are in          
compliance with the indentures and the debt securities, or else specifying any  
default.                                                                        

DESCRIPTION OF PREFERRED STOCK WE MAY OFFER 

This section describes the general terms and provisions of the preferred  
stock we may offer. This information may not be complete in all respects and    
is qualified entirely by reference to our amended and restated certificate of   
incorporation. The specific terms of any series will be described in a          
prospectus supplement. Those terms may differ from the terms discussed below.   
Any series of preferred stock we issue will be governed by our amended and      
restated certificate of incorporation, and by the certificate of designations   
relating to that series. We will file the certificate of designations with the  
SEC and incorporate it by reference as an exhibit to our registration           
statement at or before the time we issue any preferred stock of that series.    
For information on how to obtain copies of our amended and restated             
certificate of incorporation and amended and restated bylaws, see "Where You    
Can Obtain More Information".                                                   

Authorized Preferred Stock                                                      

Our amended and restated certificate of incorporation authorizes our board
of directors, without any vote or action by the holders of common stock, to     
issue up to 25,000,000 shares of preferred stock from time to time in one or    
more series. Our board of directors is authorized to determine the number of    
shares and designation of any additional series of preferred stock and the      
dividend rights, dividend rate, conversion rights and terms, voting rights,     
redemption rights and terms, liquidation preferences, sinking fund terms and    
other rights, preferences, privileges and restrictions of any series of         
preferred stock. Issuances of preferred stock would be subject to the           
applicable rules of the NYSE or other organizations whose systems the stock     
may then be quoted or listed. Depending upon the terms of preferred stock       
established by our board of directors, any or all series of preferred stock     
could have preferences over the common stock with respect to dividends and      
other distributions and upon liquidation. Issuance of any such shares with      
voting powers, or issuance of additional shares of common stock, would dilute   
the voting power of the outstanding common stock. There are currently no        
shares of preferred stock outstanding.                                          

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Specific Terms of a Series of Preferred Stock                                   

The preferred stock we may offer will be issued in one or more series.    
Shares of preferred stock, when issued against full payment of its purchase     
price, will be fully paid and non-assessable. Their par value or liquidation    
preference, however, will not be indicative of the price at which they will     
actually trade after their issue. If necessary, the prospectus supplement will  
provide a description of U.S. Federal income tax consequences relating to the   
purchase and ownership of the series of preferred stock offered by that         
prospectus supplement.                                                          

The preferred stock will have the dividend, liquidation, redemption and   
voting rights discussed below, unless otherwise described in a prospectus       
supplement relating to a particular series. A prospectus supplement will        
discuss the following features of the series of preferred stock to which it     
relates:                                                                        

o the designations and stated value per share;                            

o the number of shares offered;                                           

o the amount of liquidation preference per share;                         

o the initial public offering price at which the preferred stock will be  
issued;                                                               

o the dividend rate, the method of its calculation, the form of payment of
 dividends, the dates on which dividends would be paid and the dates, if
any, from which dividends would cumulate;                             

o any redemption or sinking fund provisions;                              

o any conversion or exchange rights; and                                  

o any additional voting, dividend, liquidation, redemption, sinking fund  
  and other rights, preferences, privileges, limitations and restrictions.

Rank                                                                            

Unless otherwise stated in the prospectus supplement, the preferred stock 
will have priority over our common stock with respect to dividends and          
distribution of assets, but will rank junior to all our outstanding             
indebtedness for borrowed money. Any series of preferred stock could rank       
senior, equal or junior to our other capital stock, as may be specified in a    
prospectus supplement, as long as our amended and restated certificate of       
incorporation so permits.                                                       

Dividends                                                                       

Holders of each series of preferred stock shall be entitled to receive    
dividends to the extent and in the form specified in the prospectus             
supplement, when, as and if declared by our board of directors, from funds      
legally available for the payment of dividends. The rates, form and dates of    
payment of dividends of each series of preferred stock will be stated in the    
prospectus supplement. Dividends will be payable to the holders of record of    
preferred stock as they appear on our books on the record dates fixed by our    
board of directors. Dividends on any series of preferred stock may be           
cumulative or non-cumulative, as discussed in the prospectus supplement.        

Convertibility                                                                  

Shares of a series of preferred stock may be exchangeable or convertible  
into shares of our common stock, another series of preferred stock or other     
securities or property. The conversion or exchange may be mandatory or          
optional. The prospectus supplement will specify whether the preferred stock    
being offered has any conversion or exchange features, and will describe all    
the related terms and conditions.                                               

Redemption                                                                      

The terms, if any, on which shares of preferred stock of a series may be  
redeemed will be discussed in the prospectus supplement.                        

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Liquidation                                                                     

 Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of General Cable, holders of each series of preferred stock will    
be entitled to receive distributions upon liquidation in the amount described   
in the related prospectus supplement plus an amount equal to any accrued and    
unpaid dividends for the then-current dividend period (including any            
accumulation in respect of unpaid dividends for prior dividend periods, if      
dividends on that series of preferred stock are cumulative). These              
distributions will be made before any distribution is made on any securities    
ranking junior to the preferred stock with respect to liquidation, including    
our common stock. If the liquidation amounts payable relating to the preferred  
stock of any series and any other securities ranking on a parity regarding      
liquidation rights are not paid in full, the holders of the preferred stock of  
that series will share ratably in proportion to the full liquidation            
preferences of each security. Holders of our preferred stock will not be        
entitled to any other amounts from us after they have received their full       
liquidation preference.                                                         

Voting Rights                                                                   

  The holders of shares of preferred stock will have no voting rights, except:

o as otherwise stated in the applicable prospectus supplement;            

o as otherwise stated in the certificate of designations establishing the 
series; or                                                            

o as required by applicable law.                                          

No Other Rights                                                                 

The shares of a series of preferred stock will not have any preferences,  
voting powers or relative, participating, optional or other special rights      
except:                                                                         

o as discussed above or in the prospectus supplement;                     

o as provided in our amended and restated certificate of incorporation and
in the certificate of designations; and                               

o as otherwise required by law.                                           

Transfer Agent                                                                  

The transfer agent for each series of preferred stock will be named and   
described in the prospectus supplement for that series.                         

DESCRIPTION OF COMMON STOCK WE MAY OFFER

The following summary description of our common stock is based on the     
provisions of our amended and restated certificate of incorporation and         
amended and restated bylaws and the applicable provisions of the Delaware       
General Corporation Law. This information may not be complete in all respects   
and is qualified entirely by reference to the provisions of our amended and     
restated certificate of incorporation, amended and restated bylaws and the      
Delaware General Corporation Law. For information on how to obtain copies of    
our amended and restated certificate of incorporation, and amended and          
restated bylaws, see "Where you Can Obtain More Information".                   

We may offer common stock, including common stock issuable upon the       
conversion of debt securities or preferred stock or as payment of dividends     
on, or redemption or repurchase of, preferred stock.                            

General                                                                         

  The following description of our capital stock is subject to our amended and
restated certificate of incorporation and amended and restated bylaws and the   
provisions of Delaware General Corporation Law.                                 

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Common Stock                                                                    

 Our authorized capital stock consists of 75,000,000 shares of common stock,
par value $0.01 per share. As of September 15, 2003, there were approximately   
33,114,767 shares of common stock outstanding held of record by 523             
stockholders. The following description of our capital stock and provisions of  
our amended and restated certificate of incorporation and amended and restated  
by-laws are only summaries, and we encourage you to review complete copies of   
our amended and restated certificate of incorporation and amended and restated  
by-laws, which we have filed previously with the SEC.                           

Holders of our common stock are entitled to receive, as, when and if      
declared by our board of directors, dividends and other distributions in cash,  
stock or property from our assets or funds legally available for those          
purposes subject to any dividend preferences that may be attributable to        
preferred stock, if any. Holders of common stock are entitled to one vote for   
each share held of record on all matters on which stockholders may vote.        
Holders of common stock are not entitled to cumulative voting for the election  
of directors. There are no preemptive, conversion, redemption or sinking fund   
provisions applicable to our common stock. All outstanding shares of common     
stock are fully paid and non-assessable. In the event of our liquidation,       
dissolution or winding up, holders of common stock are entitled to share        
ratably in the assets available for distribution, subject to any prior rights   
of any holders of preferred stock, if any, then outstanding.                    

Certain Provisions of Our Amended and Restated Certificate of Incorporation     
and Amended and Restated By-laws                                                

Classification of Board of Directors                                          

The amended and restated certificate of incorporation divides our board of
directors into three classes of directors serving staggered three-year terms.   
As a result, approximately one-third of our board of directors will be elected  
each year.                                                                      

We believe that a classified board helps to assure the continuity and     
stability of our board of directors, and our business strategies and policies   
as determined by our board of directors, because a majority of the directors    
at any given time will have prior experience as directors. This provision       
should also help to ensure that our board of directors, if confronted with an   
unsolicited proposal from a third party that has acquired a block of our        
common stock, will have sufficient time to review the proposal, to consider     
appropriate alternatives and to seek the best available result for all          
stockholders.                                                                   

This provision could prevent a party who acquires control of a majority of
the outstanding common stock from obtaining control of our board of directors   
until the second annual stockholders' meeting following the date the acquiror   
obtains the controlling stock interest and could have the effect of             
discouraging a potential acquiror from making a tender offer or otherwise       
attempting to obtain control of our company and could thus increase the         
likelihood that incumbent directors will retain their positions.                

Number of Directors; Removal; Vacancies                                       

The amended and restated certificate of incorporation and the amended and 
restated by-laws provide that the number of directors shall not be less than    
three nor more than nine and shall be determined from time to time exclusively  
by a vote of a majority of our board of directors then in office. The amended   
and restated certificate of incorporation also provides that our board of       
directors shall have the exclusive right to fill vacancies, including           
vacancies created by expansion of our board of directors. Furthermore, except   
as may be provided in a resolution or resolutions of our board of directors     
providing for any class or series of preferred stock with respect to any        
directors elected by the holders of such class or series, directors may be      
removed by stockholders only for cause and only by the affirmative vote of at   
least 66 2/3% of the voting power of all of the shares of our capital stock     
then entitled to vote generally in the election of directors, voting together   
as a single class. These provisions, in conjunction with the provision of the   
amended and restated certificate of incorporation authorizing our board of      
directors to fill vacant directorships, could prevent stockholders from         
removing incumbent directors without cause and filling the resulting vacancies  
with their own nominees.                                                        

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No Stockholder Action by Written Consent; Special Meetings                    

 The amended and restated certificate of incorporation provides that, except
as may be provided in a resolution or resolutions of our board of directors     
providing for any class or series of preferred stock, stockholder action can    
be taken only at an annual or special meeting of stockholders and cannot be     
taken by written consent in lieu of a meeting. The amended and restated         
certificate of incorporation also provides that special meetings of the         
stockholders can only be called pursuant to a resolution approved by a          
majority of our board of directors then in office. Stockholders are not         
permitted to call a special meeting of stockholders.                            

Advance Notice for Raising Business or Making Nominations at Meetings         

The amended and restated bylaws establish an advance notice procedure for 
stockholder proposals to be brought before a meeting of our stockholders and    
for nominations by stockholders of candidates for election as directors at an   
annual meeting or a special meeting at which directors are to be elected.       
Subject to any other applicable requirements, including, without limitation,    
Rule 14a-8 under the Securities Exchange Act of 1934, only such business may    
be conducted at a meeting of stockholders as has been brought before the        
meeting by, or at the direction of, our board of directors, or by a             
stockholder who has given to our Secretary timely written notice, in proper     
form, of the stockholder's intention to bring that business before the          
meeting. The presiding officer at such meeting has the authority to make such   
determinations. Only persons who are nominated by, or at the direction of, our  
board of directors, or who are nominated by a stockholder who has given timely  
written notice, in proper form, to the Secretary prior to a meeting at which    
directors are to be elected will be eligible for election as directors.         

To be timely, notice of nominations or other business to be brought before
an annual meeting must be received by our Secretary at the principal executive  
office no later than 60 days prior to the date of such annual meeting.          
Similarly, notice of nominations or other business to be brought before a       
special meeting must be delivered to our Secretary at the principal executive   
office no later than the close of business on the 15th day following the day    
on which notice of the date of a special meeting of stockholders was given.     

The notice of any nomination for election as a director must set forth the
name, date of birth, business and residence address of the person or persons    
to be nominated; the business experience during the past five years of such     
person or persons; whether such person or persons are or have ever been at any  
time directors, officers or owners of 5% or more of any class of capital        
stock, partnership interest or other equity interest of any corporation,        
partnership or other entity; any directorships held by such person or persons   
in any company with a class of securities registered pursuant to Section 12 of  
the Exchange Act or subject to the requirements of Section 15(d) of such Act    
or any company registered as an investment company under the Investment         
Company Act of 1940, as amended; and whether, in the last five years, such      
person or persons are or have been convicted in a criminal proceeding or have   
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; and, the consent of each such person to be named in a proxy        
statement as a nominee and to serve as a director if elected. The person        
submitting the notice of nomination, and any person acting in concert with      
such person, must provide their names and business addresses, the name and      
address under which they appear on our books (if they so appear), and the       
class and number of shares of our books (if they so appear), and the class and  
the number of shares of our capital stock that are beneficially owned by them.  

Amendments to By-Laws                                                         

The amended and restated certificate of incorporation provides that our   
Board of Directors or the holders of at least 66 2/3% of the voting power of    
all shares of our capital stock then entitled to vote generally in the          
election of directors, voting together as a single class, have the power to     
amend or repeal our amended and restated by-laws.                               

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Amendment of the Amended and Restated Certificate of Incorporation            

 Any proposal to amend, alter, change or repeal any provision of the amended
and restated certificate of incorporation, except as may be provided in a       
resolution or resolutions of our Board of Directors providing for any class or  
series of preferred stock and which relate to such class or series of           
preferred stock, requires approval by the affirmative vote of both a majority   
of the members of our Board of Directors then in office and a majority vote of  
the voting power of all of the shares of our capital stock entitled to vote     
generally in the election of directors, voting together as a single class.      
Notwithstanding the foregoing, any proposal to amend, alter, change or repeal   
the provisions of the amended and restated certificate of incorporation         
relating to (i) the classification of our Board of Directors, (ii) removal of   
directors, (iii) the prohibition of stockholder action by written consent or    
stockholder calls for special meetings, (iv) amendment of amended and restated  
bylaws, or (v) amendment of the amended and restated certificate of             
incorporation requires approval by the affirmative vote of 66 2/3% of the       
voting power of all of the shares of our capital stock entitled to vote         
generally in the election of directors, voting together as a single class.      

Preferred Stock and Additional Common Stock                                   

Under the amended and restated certificate of incorporation, our Board of 
Directors will have the authority to provide by board resolution for the        
issuance of shares of one or more series of preferred stock. Our Board of       
Directors is authorized to fix by resolution the terms and conditions of each   
such other series.                                                              

We believe that the availability of our preferred stock, in each case     
issuable in series, and additional shares of common stock could facilitate      
certain financings and acquisitions and provide a means for meeting other       
corporate needs which might arise. The authorized shares of our preferred       
stock, as well as authorized but unissued shares of common stock will be        
available for issuance without further action by our stockholders, unless       
stockholder action is required by applicable law or the rules of any stock      
exchange on which any series of our capital stock may then be listed.           

These provisions give our Board of Directors the power to approve the     
issuance of a series of preferred stock, or an additional series of common      
stock, that could, depending on its terms, either impede or facilitate the      
completion of a merger, tender offer or other takeover attempt. For example,    
the issuance of new shares of preferred stock might impede a business           
combination if the terms of those shares include voting rights which would      
enable a holder to block business combinations; the issuance of new shares      
might facilitate a business combination if those shares have general voting     
rights sufficient to cause an applicable percentage vote requirement to be      
satisfied.                                                                      

Delaware Business Combination Statue                                          

 Certain provisions in our amended and restated certificate of incorporation
and amended and restated by-laws and of Delaware law could make it harder for   
someone to acquire us through a tender offer, proxy contest or otherwise. We    
are governed by the provisions of Section 203 of the Delaware General           
Corporate Law, which defines a person who owns (or within three years, did      
own) 15% or more of a company's voting stock as an "interested stockholder."    
Section 203 prohibits a public Delaware corporation from engaging in a          
business combination with an interested stockholder for a period commencing     
three years from the date in which the person became an interested              
stockholder, unless:                                                            

o the board of directors approved the transaction which resulted in the   
stockholder becoming an interested stockholder;                       

o upon consummation of the transaction which resulted in the stockholder  
becoming an interested stockholder, the interested stockholder owns at
  least 85% of the voting stock of the corporation (excluding shares owned
by officers, directors, or certain employee stock purchase plans); or 

o at or subsequent to the time the transaction is approved by the board of
directors, there is an affirmative vote of at least 66 2/3% of the    
outstanding voting stock approving the transaction.                   

Section 203 could prohibit or delay mergers or other takeover attempts    
against us, and accordingly, may discourage attempts to acquire us through      
tender offer, proxy contest or otherwise.                                       

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Transfer Agent and Registrar                                                    

The transfer agent and registrar for our common stock is ChaseMellon      
Shareholder Services, LLC, OverPeck Centre, 85 Challenger Road, Ridgefield      
Park, New Jersey 07660, and its telephone number at this location is (201)      
296-4000.                                                                       

LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE 

 Unless otherwise mentioned in the prospectus supplement, securities will be
issued in the form of one or more global certificates, or global securities,    
registered in the name of a depositary or its nominee. Unless otherwise         
mentioned in the prospectus supplement, the depositary will be The Depository   
Trust Company, commonly referred to as DTC. DTC has informed us that its        
nominee will be Cede & Co. Accordingly, we expect Cede & Co. to be the initial  
registered holder of all securities that are issued in global form. No person   
that acquires a beneficial interest in those securities will be entitled to     
receive a certificate representing that person's interest in the securities     
except as mentioned below or in the prospectus supplement. Unless definitive    
securities are issued under the limited circumstances described below,          

o all references in this prospectus to actions by holders of securities   
issued in global form refer to actions taken by DTC upon instructions 
from its participants; and                                            

o all references to payments and notices to holders refer to payments and 
notices to DTC or Cede & Co., as the registered holder of these       
securities.                                                           

DTC has informed us that it is a limited purpose trust company organized  
under the New York Banking Law, a banking organization within the meaning of    
the New York Banking Law, a member of the Federal Reserve System, a clearing    
corporation within the meaning of the New York Uniform Commercial Code, and a   
clearing agency registered under Section 17A of the Securities Exchange Act of  
1934, as amended, and that it was created to hold securities for its            
participating organizations and to facilitate clearance and settlement of       
securities transactions among its participants through electronic book-entry.   
This eliminates the need for physical movement of certificates. DTC's           
participants include securities brokers and dealers, banks, trust companies     
and clearing corporations. Indirect access to the DTC system also is available  
to others, such as banks, brokers, dealers and trust companies, that clear      
through or maintain a custodial relationship with a participant, either         
directly or indirectly.                                                         

Persons that are not participants or indirect participants but desire to  
purchase, sell or otherwise transfer ownership of, or other interests in,       
securities may do so only through participants and indirect participants.       
Under a book-entry format, holders may experience some delay in their receipt   
of payments, as these payments will be forwarded by our designated agent to     
Cede & Co., as nominee for DTC. DTC will forward these payments to its          
participants, who will then forward them to indirect participants or holders.   
Holders will not be recognized by the relevant registrar, transfer agent,       
warrant agent or unit agent as registered holders of the securities entitled    
to the benefits of our amended and restated certificate of incorporation and/   
or the applicable indenture, deposit agreement, warrant agreement, purchase     
contract agreement or unit agreement. Beneficial owners that are not            
participants will be permitted to exercise their rights only indirectly         
through and according to the procedures of participants and, if applicable,     
indirect participants.                                                          

  Under the rules, regulations and procedures governing DTC and its operations
as currently in effect, DTC will be required to make book-entry transfers of    
securities among participants and to receive and transmit payments to           
participants. DTC rules require participants and indirect participants with     
which beneficial securities owners have accounts to make book-entry transfers   
and receive and transmit payments on behalf of their respective account         
holders.                                                                        

Because DTC can act only on behalf of participants, the ability of a      
beneficial owner of securities issued in global form to pledge those            
securities to non-participants may be limited due to the unavailability of      
physical certificates for these securities. Beneficial owners may also be       
unable to sell interests in their securities to some insurance companies and    
other institutions that are required by law to own their securities in the      
form of physical certificates.                                                  

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DTC has advised us that it will take any action permitted to be taken by a
registered holder of any securities under its certificate of incorporation or   
the relevant indenture, deposit agreement, warrant agreement, purchase          
contract agreement or unit agreement only at the direction of one or more       
participants to whose accounts with DTC those securities are credited.          

Unless otherwise mentioned in the prospectus supplement, a global security
will be exchangeable for definitive securities registered in the names of       
persons other than DTC or its nominee only if:                                  

o DTC notifies us that it is unwilling or unable to continue as depositary
for that global security or if DTC ceases to be a clearing agency     
registered under the Exchange Act when it is required to be so        
registered;                                                           

o We execute and deliver to the relevant registrar, transfer agent,       
 trustee, depositary, warrant agent and/or unit agent an order complying
with the requirements of our amended and restated certificate of      
  incorporation and amended and restated bylaws or the relevant indenture,
  deposit agreement, warrant agreement, purchase contract agreement and/or
unit agreement that this global security shall be so exchangeable; or 

o there has occurred and is continuing a default in the payment of any    
amount due in respect of the securities or, in the case of debt       
securities, an event of default or an event that, with the giving of  
notice or lapse of time, or both, would constitute an event of default
with respect to those debt securities.                                

In these circumstances, the global security will be exchangeable for      
securities registered in the names that DTC directs.                            

DTC will generally not be required to notify its participants of the      
availability of definitive securities. When DTC surrenders the global security  
and delivers instructions for re-registration, the registrar, transfer agent,   
trustee, depositary, warrant agent or unit agent, as the case may be, will      
reissue the securities as definitive securities.                                

Except as described above, a global security may not be transferred except
as a whole to DTC or another nominee of DTC, or to a successor depositary we    
appoint. Except as described above, DTC may not sell, assign, transfer or       
otherwise convey any beneficial interest in a global security unless the        
beneficial interest is in an amount equal to an authorized denomination for     
those securities.                                                               

None of General Cable, the trustees, any registrar and transfer agent, any
depositary, any warrant agent, any purchase contract agent or any unit agent,   
or any of their agents, will have any responsibility for any aspect of DTC's    
or any participant's records relating to, or for payments made on account of,   
beneficial interests in a global security, or for maintaining, supervising or   
reviewing any records relating to those beneficial interests.                   

VALIDITY OF SECURITIES

  The validity of any securities will be passed upon for us by Blank Rome LLP.

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EXPERTS 

 The consolidated financial statements as of December 31, 2002 and 2001, and
for each of the three years in the period ended December 31, 2002, included in  
this prospectus and the related financial statement schedule incorporated by    
reference have been audited by Deloitte & Touche LLP, independent auditors, as  
stated in their report (which report expresses an unqualified opinion and       
includes an explanatory paragraph referring to a change in our accounting for   
certain inventories) appearing herein, and have been so included in reliance    
upon the report of such firm given upon their authority as experts in           
accounting and auditing.                                                        

WHERE YOU CAN FIND MORE INFORMATION 

We are required to file annual, quarterly and special reports, proxy      
statements, any amendments to those reports and other information with the      
SEC. You may read and copy any documents filed by us with the SEC at the SEC's  
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.        
Please call the SEC at 1-800-SEC-0330 for further information on the public     
reference room. Reports, proxy statements and information statements, any       
amendments to those reports and other information filed electronically by us    
with the SEC are available to the public at the SEC's website at http://        
www.sec.gov.                                                                    

 We have filed a registration statement on Form S-3 with the SEC relating to
the securities covered by this prospectus. This prospectus is a part of the     
registration statement and does not contain all of the information in the       
registration statement. Whenever a reference is made in this prospectus to a    
contract or other document of General Cable, please be aware that the           
reference is only a summary and that you should refer to the exhibits that are  
a part of the registration statement for a copy of the contract or other        
document. You may review a copy of the registration statement at the SEC's      
public reference room in Washington, D.C., as well as through the SEC's         
website.                                                                        

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

  The SEC's rules allow us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by     
referring you to another document. Any information referred to in this way is   
considered part of this prospectus from the date we file that document. Any     
reports filed by us with the SEC after the date of the initial filing of the    
registration statement of which this prospectus forms a part and prior to the   
effectiveness of such registration statement, as well as any reports filed by   
us with the SEC after the date of this prospectus and before the date that the  
offering of the securities is terminated will automatically update and, where   
applicable, supersede any information contained in this prospectus or           
incorporated by reference in this prospectus.                                   

We incorporate by reference into this prospectus the following documents  
filed with the SEC:                                                             

o Our Annual Report on Form 10-K for the year ended December 31, 2002, as 
amended by Amendment No. 1 filed on August 29, 2003.                  

o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, 
as amended by Amendment No. 1 to our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001 filed on August 29, 2003.            

 o Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as
 amended by Amendment No. 1 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 filed on August 29, 2003.                 

o Our Current Report on Form 8-K dated April 22, 2003 (except for the     
information contained in Item 9 or any related exhibits).             

o Our Current Report on Form 8-K dated July 11, 2003.                     

o Our Current Report on Form 8-K dated July 22, 2003 (except for the      
information contained in Item 9 or any related exhibits).             

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o Our Current Report on Form 8-K dated October 21, 2003 (except for the   
information contained in Item 9 or any related exhibits).             

o The description of our common stock, filed in our Form 8-A (File No. 1- 
 1983), as filed with the SEC on May 13, 1997, pursuant to Section 12(b)
of the Exchange Act of 1934 as incorporated by reference from our     
 registration statement on Form S-1 (File No. 333-22961) initially filed
with the SEC on March 7, 1997, and any amendment or report for the    
purpose of updating such description.                                 

o All documents filed by General Cable under Sections 13(a), 13(c), 14 or 
 15(d) of the Securities Exchange Act of 1934 (excluding all information
 and related exhibits furnished in a Current Report on Form 8-K pursuant
to Item 9 or Item 12 thereof) after the date of this prospectus and   
before the termination of this offering.                              

We will provide without charge to each person to whom this prospectus is  
delivered, upon his or her written or oral request, a copy of the filed         
documents referred to above, excluding exhibits, unless they are specifically   
incorporated by reference into those documents. You can request those           
documents from our Director of Investor Relations, 4 Tesseneer Drive, Highland  
Heights, Kentucky 41076, telephone (859) 572-8000.                              

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[General Cable LOGO]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B5’ Filing		Date		First		Last			Other Filings
		5/27/07		24
		4/28/06		24
		5/27/05		24					POS AM
		12/31/04		17		152			10-K,  10-K/A,  NT 10-K
		12/31/03		11		131			10-K,  11-K
		12/15/03		101		152
Filed on:		11/5/03							10-Q,  8-K
		11/4/03		1		85			8-K
		11/3/03		1		26
		10/31/03		152					424B3
		10/27/03		1		146
		10/24/03		9		25
		10/21/03		177					8-K
		10/20/03		10		74
		9/30/03		4		144			10-Q
		9/15/03		171
		8/31/03		152
		8/29/03		176					10-K/A,  10-Q/A
		8/1/03		152
		7/22/03		176					8-K
		7/11/03		176					8-K
		6/30/03		131		176			10-Q,  10-Q/A,  11-K
		6/15/03		93
		5/31/03		131
		4/22/03		176					8-K
		3/31/03		176					10-Q,  10-Q/A
		3/28/03		128					10-K,  DEF 14A
		2/1/03		93		131
		1/31/03		93		131
		1/29/03		85
		12/31/02		11		176			10-K,  10-K/A,  11-K
		9/30/02		11		145			10-Q
		6/30/02		156					10-Q
		1/1/02		93
		12/31/01		11		176			10-K405,  11-K
		9/11/01		20		154
		9/5/01		96
		3/31/01		176					10-Q
		1/1/01		13		90
		12/31/00		11		156			10-K405,  11-K
		9/30/00		6		51			10-Q
		8/25/00		44					8-K
		6/30/00		6		54			10-Q
		2/9/00		32		94
		1/1/00		13		90
		12/31/99		27		108			10-K405,  11-K,  NT 11-K
		11/30/99		32		94
		12/31/98		27		29			10-K405,  11-K
		5/13/97		177					8-A12B
		3/7/97		177					S-1
		5/1/96		19		154
									List all Filings