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): May 31, 1995
KUHLMAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7695 58-2058047
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
1 Skidaway Village Walk, Suite 201, Savannah, Georgia 31411
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (912) 598-7809
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On May 31, 1995 (the "Closing Date"), Spinner Acquisition Corp.
("Spinner"), a Delaware corporation and a wholly-owned subsidiary
of Kuhlman Corporation (the "Company"), was merged with and into
Schwitzer, Inc., a Delaware corporation and New York Stock
Exchange listed company ("Schwitzer"), pursuant to an Agreement
and Plan of Merger dated as of February 25, 1995, among the
Company, Spinner, and Schwitzer (the "Agreement"), following
approval by the stockholders of each of the Company and Schwitzer
at their respective annual meetings held on the Closing Date.
The merger became effective upon the filing of a Certificate of
Merger with the Delaware Secretary of State on the Closing Date.
At the effective time of the merger, and pursuant to the
Agreement, each outstanding share of common stock of Schwitzer,
par value $.10 per share, was converted into 0.9615 share of
common stock of the Company, par value $1.00 per share.
Schwitzer is engaged in the design, manufacture and marketing of
industrial products, including turbochargers, fan drives, cooling
fans and crankshaft vibration dampers, for enhancing the
efficiency of diesel and gasoline engines.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired
Not applicable as the financial statements have been
previously filed.
(b) Pro Forma Financial Information
Not applicable as substantially the same financial
information has been previously filed.
(c) Exhibits
(2)(a) Agreement and Plan of Merger among Kuhlman
Corporation, Spinner Acquisition Corp., and
Schwitzer, Inc., dated as of February 25, 1995
(incorporated by reference to Exhibit (10)(a) to
Current Report of Kuhlman Corporation on Form 8-K
dated February 25, 1995.)
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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.
KUHLMAN CORPORATION
(Registrant)
By: /s/ Robert S. Jepson, Jr.
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Robert S. Jepson, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: June 14, 1995
