Attached files

file filename
EX-31.2 - EX-31.2 - WireCo WorldGroup Inc.d350899dex312.htm
EX-31.1 - EX-31.1 - WireCo WorldGroup Inc.d350899dex311.htm
EX-99.1 - EX-99.1 - WireCo WorldGroup Inc.d350899dex991.htm
EX-32.1 - EX-32.1 - WireCo WorldGroup Inc.d350899dex321.htm
EX-32.2 - EX-32.2 - WireCo WorldGroup Inc.d350899dex322.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K/A

(Amendment No. 1)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission file number 333-174896

 

 

 

LOGO

WireCo WorldGroup Inc.

(Exact name of registrant as specified in its charter)

Delaware   27-0061302

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

12200 NW Ambassador Drive

Kansas City, MO 64163

(816) 270-4700

(address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).    YES  ¨    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  ¨    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ¨    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x      Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    YES  ¨    NO  x

There is no market for the Registrant’s equity, all of which is held by affiliates of WireCo WorldGroup (Cayman) Inc. (the “Company”). As of March 15, 2012, the Company had 2,011,411 shares of common stock outstanding, all of which was held by affiliates.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 

 


WireCo WorldGroup Inc. 2011 Form 10-K/A

Explanatory Note

In accordance with Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended, WireCo WorldGroup Inc. is required to include in its annual report on Form 10-K for the year ended December 31, 2011, audited financial statements of WISCO WireCo Wire Rope Co., Ltd. (the “China Joint Venture”). The China Joint Venture is an equity investment in which the ultimate parent company of WireCo WorldGroup Inc. indirectly owns 65% of the common equity as of December 31, 2011. WireCo WorldGroup Inc. is filing this amendment No. 1 (this “Amendment”) to its annual report on Form 10-K for the year ended December 31, 2011, solely for the purpose of including the financial statements of the China JV, which are filed herewith as Exhibit 99.1. In addition, we are including as exhibits to this Amendment the certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. No other amendments are being made to the annual report on Form 10-K for the year ended December 31, 2011.

 

2


Item 15. Exhibits and Financial Statement Schedules

 

(1) Financial Statements

The consolidated financial statements and related notes, together with the report of KPMG LLP, appear in Part II Item 8, Financial Statements and Supplementary Data, of the annual report on Form 10-K for the year ended December 31, 2011 filed on March 16, 2012.

 

(2) Financial Statement Schedules

All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.

 

3) Exhibits

A list of exhibits to this Amendment is set forth below.

Exhibit Index

 

Exhibit

  

Description

31.1    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1    Audited Statements of WISCO WireCo Wire Rope Co., Ltd. as of December 31, 2011 and 2010 and for the three years ended December 31, 2011

 

3


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      WireCo WorldGroup Inc.
      (Registrant)
May 11, 2012    By:     /s/ Ira L. Glazer
      Ira L. Glazer
      President and Chief Executive Officer
      (Principal Executive Officer)
May 11, 2012    By:     /s/ J. Keith McKinnish
      J. Keith McKinnish
      Senior Vice President and Chief Financial Officer
      (Principal Financial Officer)

 

4