SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 14, 2006 INTERNATIONAL WIRE GROUP, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 000-51043 43-1705942 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification No.) 12 MASONIC AVE., CAMDEN, NY 13316 Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (315) 245-3800 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) --------------------- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On June 14, 2006, International Wire Group, Inc. (the "Company"), GSCP (NJ), Inc. ("GSC"), Special Value Absolute Return Fund, LLC ("SVAR") and Special Value Opportunities Fund, LLC ("SVOF") entered into a letter agreement in order to waive the Company's obligations from May 1, 2006 through April 30, 2007 under Article 2 (Shelf Registration) of the Amended and Restated Registration Rights Agreement, dated as of November 23, 2004, by and among the Company, GSC, SVAR and SVOF. GSC, SVAR and SVOF, either directly or through their affiliates, are significant shareholders of the Company, own a significant amount of the Company's 10 percent Secured Senior Subordinated Notes due 2011 and have representatives on the Company's Board of Directors. The above description of the waiver does not purport to be a complete description and is qualified in its entirety by reference to the full text of the waiver, which is filed as an exhibit to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT DESCRIPTION ------- ----------- 10.1 Letter agreement regarding Amended and Restated Registration Rights Agreement, dated June 14, 2006, among International Wire Group, Inc., GSCP (NJ), Inc., Special Value Absolute Return Fund, LLC and Special Value Opportunities Fund, LLC. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNATIONAL WIRE GROUP, INC. Date: June 19, 2006 By: /s/ Rodney D. Kent ------------------------------ Name: Rodney D. Kent Title: Chief Executive Officer EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 10.1 Letter agreement regarding Amended and Restated Registration Rights Agreement, dated June 14, 2006, among International Wire Group, Inc., GSCP (NJ), Inc., Special Value Absolute Return Fund, LLC and Special Value Opportunities Fund, LLC.