SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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))
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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
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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
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Name: Rodney D. Kent
Title: Chief Executive Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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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.