SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-7695
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Kuhlman Corporation Savings Maximizer Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Kuhlman Corporation
1 Skidaway Village Walk
Suite 201
Savannah, Georgia 31411
<PAGE>
KUHLMAN CORPORATION
SAVINGS MAXIMIZER PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
INDEPENDENT AUDITORS' REPORT
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS -
DECEMBER 31, 1994 AND 1993
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS -
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
NOTES TO FINANCIAL STATEMENTS -
DECEMBER 31, 1994 AND 1993
SCHEDULE I - SCHEDULE OF INVESTMENTS -
DECEMBER 31, 1994 AND 1993
SCHEDULE II - TRANSACTIONS -
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
The information required to be submitted in the schedule
relating to transactions involving Plan assets and a party
known to be a party-in-interest is included in the accompanying
financial statements, notes and schedules.
<PAGE>
Walsh & Cenko, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Members
American Institute of CPAs
Division for CPA Firms:
Private Companies Practice Section
SEC Practice Section
------
Michigan Association of CPAs
860 West Long Lake Road, Suite 300 Telephone (810) 644-5233
Bloomfield Hills, Michigan 48302 Facsimile (810) 644-5405
Independent Auditors' Report
----------------------------
Kuhlman Corporation
Savings Maximizer Plan
We were engaged to audit the financial statements and schedules of Kuhlman
Corporation, Savings Maximizer Plan as of December 31, 1994 and 1993 and for
the years then ended, as listed in the accompanying index. These financial
statements and schedules are the responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 (Note 4), the plan administrator instructed us
not to perform, and we did not perform, any auditing procedures with respect
to the information which was certified by Comerica Bank, the trustee of the
Plan (Note 3), except for comparing the information with the related
information included in the 1994 and 1993 financial statements and supplemental
schedules. We have been informed by the plan administrator that the trustee
holds the Plan's investment assets and executes investment transactions.
The plan administrator has obtained a certification from the trustee as of
and for the years ended December 31, 1994 and 1993 that the information
provided to the plan administrator by the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than
that derived from the information certified by the trustee, has been audited
by us in accordance with generally accepted auditing standards and, in our
opinion, is presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
June 20, 1995
<PAGE>
KUHLMAN CORPORATION
SAVINGS MAXIMIZER PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
(SEE INDEPENDENT AUDITORS' REPORT)
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
RECEIVABLES
Accrued interest $ 8,782 $ 9,343
Accrued dividends 3,200 2,709
Participant loans 77,035 187,916
------------ ------------
Total Receivables 89,017 199,968
INVESTMENTS (Note 1)
Index Fund 1,489,093 1,375,681
Guaranteed Investment
Contract Fund 1,488,382 2,003,553
Comerica Short Term Fund 112,275 33,238
Common stock - Kuhlman Corp. 265,719 281,210
------------ ------------
Total Investments 3,355,469 3,693,682
------------ ------------
TOTAL ASSETS 3,444,486 3,893,650
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,444,486 $ 3,893,650
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
<PAGE>
KUHLMAN CORPORATION
SAVINGS MAXIMIZER PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For The Years Ended December 31,
(SEE INDEPENDENT AUDITORS' REPORT)
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
INVESTMENT INCOME
Interest $ 108,484 $ 123,325
Dividends 13,484 10,682
(Decrease)/increase in unrealized
(depreciation)/appreciation
of investments (124,313) 85,978
Realized gain on investments 58,575 96,380
Miscellaneous 5,999 950
------------ ------------
62,229 317,315
PLAN EXPENSES (4,519) (4,065)
OTHER EXPENSES --- (1,468)
LOAN PROCEEDS
Advances (92,998) (108,959)
Repayments 137,939 66,729
------------ ------------
44,941 (42,230)
------------ ------------
CONTRIBUTIONS
Employee 783,416 757,509
Employer 89,149 211,975
Rollover 193,036 49,427
------------ ------------
1,065,601 1,018,911
NONCASH TRANSACTIONS - PARTICIPANT
LOAN RECEIVABLE (110,881) 54,310
BENEFITS PAID TO PARTICIPANTS (1,334,636) (1,091,351)
ASSETS SPUN-OFF TO QUALITY
SPRING/TOGO (157,303) ---
DISTRIBUTIONS OF STOCK (14,596) (44,420)
------------ ------------
NET (DECREASE)/INCREASE (449,164) 207,002
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 3,893,650 3,686,648
------------ ------------
END OF YEAR $ 3,444,486 $ 3,893,650
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
<PAGE>
KUHLMAN CORPORATION
SAVINGS MAXIMIZER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 and 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by
the Plan:
Basis of Accounting
-------------------
The assets reflected in the Statement of Net Assets Available for
Benefits are stated at current value as of the statement date.
Accounting records maintained by the trustee are on a modified cash
basis. The financial statements presented herein include all
material adjustments to place the financial statements on an
accrual basis of accounting.
Investments
-----------
All Before-Tax Contributions, After-Tax Contributions and
Company Matching Contributions (Note 2) made to the Plan by a
participant or on a participant's behalf, as well as his Rollover
Account, shall be invested in 1) a Company Stock Fund (which invests
in common stock of Kuhlman Corporation), 2) an Index Fund (which
invests in substantially all of the common stocks which comprise
the Standard and Poor's 500 Index), 3) a Guaranteed Investment
Contract (GIC) Fund (which invests in pools of investments that
provide a fixed rate of return for a specified period of time), or
4) such other investment funds which the Investment Committee may
from time to time specify.
Investment transactions are recorded by the trustee at cost on the
settlement date basis. There are no material adjustments required to
place the financial statements included herein on a trade date basis.
Investments owned are reflected in the accompanying Statement of Net
Assets Available for Benefits at market value. Market value, which
is equivalent to current value, is the unit valuation of the
security at year end, as determined by the trustee responsible for
the Plan's assets (Note 3), which includes accruals for interest and
dividend income where material.
Realized gain or loss on the sale of investments is determined for
accounting purposes on the cost basis. The difference between the
cost and current market value of investment purchases since the
beginning of the period and the net increase or decrease in such
stated market value of investments held at the beginning of the
period reported on, is reflected separately as "increase (decrease)
in unrealized appreciation (depreciation) in investments" in the
Statement of Changes in Net Assets Available for Benefits.
All Plan investments have a readily determinable market value as of
the statement date.
See Schedule I for a detailed schedule of investments.
Tax Status
----------
This Plan has been designed to be in compliance with the provisions
of Sections 401(a) and 401(K) of the Internal Revenue Code and the
applicable regulations thereunder; leaving the Plan exempt from
federal income tax. Accordingly, no provision for such tax has been
made in the financial statements.
NOTE 2 - PLAN DESCRIPTION
The following is a brief description of the Savings Maximizer Plan
(Plan). Referral should be made to the Plan agreement for more
complete information.
General
-------
The Savings Maximizer Plan of Kuhlman Corporation became effective
as of April 11, 1988, for the benefit of eligible employees. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Funding and Vesting
-------------------
Each employer shall make Basic Company Matching Contributions to
the Plan, with respect to each payroll period on behalf of each
participant who is an eligible employee of such employer, in an amount
equal to 15% of the first 6% of the participant's before-tax
contributions to be credited to the Basic Company Matching
Contribution Subaccount of the participant's Company Matching
Contribution Account.
An employer may also make an additional Company Matching
Contribution to the Plan based upon the before-tax contributions
made by all participants during the Plan year. This additional
Company Matching Contribution will be the sum of all Participants'
Before-tax Contributions during the Plan year (not to exceed the
first 6% of each participant's compensation) times an amount of not
greater than 60%.
Each participant who is an eligible employee may elect to have his
employer make before-tax contributions to the Plan on his behalf to
be credited to his Before-tax Contribution Account, in which case the
cash compensation otherwise payable by the employer to the participant
shall be reduced by an amount equal to the before-tax contributions
so made. Subject to the limitations prescribed in Sections 3.5
(Limitation on Before-tax Contributions) and 4.3 (Limitation on
Annual Additions) of the Plan, the amount of before-tax contributions
shall be from 1% through 16% of compensation, in multiples of 1%, as
the participant shall designate on the appropriate form.
Each participant who is an eligible employee is also permitted to
make after-tax contributions to the Plan. Such after-tax
contributions, if made shall be contributed by the participant by
payroll deduction and shall be such amount as the participant shall
designate on the appropriate form, except that, subject to the
limitations prescribed in Section 4.3 (Limitation on Annual
Additions) and Section 4.4 (Limitation on After-tax Contributions
and Company Matching Contributions), the sum of the amount of
before-tax and after-tax contributions during any payroll period
may not exceed 16% of a participant's compensation.
A participant shall always be 100% vested in the value of his
Before-tax Contribution Account, After-tax Contribution Account,
Company Matching Account, and Rollover Account.
Plan Benefits
-------------
A participant who has attained the age of 59 1/2 may elect to withdraw
all or a portion of the value of such Participant's Accounts
determined as of the next Valuation Date. Payment shall be made in
a single sum and can only be done once.
Upon a Participant's retirement (age 65), death, or other
termination of employment with the Corporation or member of the
Group, the Participant or his Beneficiary, as the case may be, shall
be entitled to a distribution of the vested value of his Accounts,
subject to the provisions of this Plan. The distribution shall be
in a lump sum entirely in cash, unless the Participant elects to
receive payment in stock of the corporation.
Forfeiture
----------
Any benefits forfeited (due to unclaimed distributions) shall be
applied to reduce company matching contributions; however, such
forfeiture shall be reinstated if a claim is made by the
participant or beneficiary for the forfeited benefit.
NOTE 3 - TRUST AGREEMENT
Under a trust agreement dated March 1, 1988, Comerica Bank was
appointed trustee of the Plan and administers the Plan's assets
together with the income therefrom. Expenses incurred by the trustee
in the performance of its duties under this agreement are paid out
of the assets of the Plan on a current basis. Trustee expenses
totalled $4,519 and $4,065 in 1994 and 1993 respectively.
NOTE 4 - SCOPE LIMITATION
The plan administrator has elected the method of compliance
permitted by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
NOTE 5 - TERMINATION OF PLAN
In the event that the Plan is terminated, 1) the Trust Fund shall
be revalued as if the termination date were a valuation date, and
the current value of all accounts shall be distributed in accordance
with the Plan's normal distribution upon termination of employment
procedures to the extent permissible under applicable laws and
regulations or, 2) the Trust Fund (if determined by the Board of
Directors) shall be continued pursuant to its terms. No further
contributions shall be made by either participants or any employer,
but the Trust Fund shall be administered as though the Plan were
otherwise in full force and effect.
<PAGE>
SCHEDULE I
KUHLMAN CORPORATION
SAVINGS MAXIMIZER PLAN
SCHEDULE OF INVESTMENTS
December 31,
(SEE INDEPENDENT AUDITORS' REPORT)
<TABLE>
1994
------
<CAPTION>
Cost Market
----------- -----------
<S> <C> <C>
Comerica Bank, $ 1,183,411 $ 1,489,093
8,068 units - S & P Index Fund
Comerica Bank,
Guaranteed Investment Contract Fund 1,488,382 1,488,382
Comerica Bank,
Short Term Fund 112,275 112,275
Common Stock,
21,915 shares - Kuhlman Corp. 316,467 265,719
----------- -----------
TOTAL INVESTMENTS $ 3,100,535 $ 3,355,469
=========== ===========
1993
------
Cost Market
----------- -----------
Comerica Bank $ 1,041,959 $ 1,375,681
7,553 units - S & P Index Fund
Comerica Bank,
Guaranteed Investment Contract Fund 2,003,553 2,003,553
Comerica Bank,
Short Term Fund 33,238 33,238
Common Stock,
17,714 shares - Kuhlman Corp. 235,685 281,210
----------- -----------
TOTAL INVESTMENTS $ 3,314,435 $ 3,693,682
=========== ===========
</TABLE>
<PAGE>
SCHEDULE II
KUHLMAN CORPORATION
SAVINGS MAXIMIZER PLAN
TRANSACTIONS
For The Year Ended December 31,
(SEE INDEPENDENT AUDITORS' REPORT)
<TABLE>
1994
------
<CAPTION>
Gain or
Purchase Selling (Loss)
Party and Description Price Price Cost On Sale
- --------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Comerica Bank,
Short Term Fund $2,481,745 --- --- ---
Comerica Bank,
Short Term Fund --- $2,402,708 $2,402,708 0
Comerica Bank,
Guaranteed Investment
Contract Fund 199,571 --- --- ---
Comerica Bank,
Guaranteed Investment
Contract Fund --- 714,742 714,742 0
Comerica Bank,
1,692 units -
S & P Index Fund 307,991 --- --- ---
Comerica Bank,
1,177 units -
S & P Index Fund --- 215,648 166,539 49,109
Kuhlman Corp.
13,483 shares
Common Stock 215,690 --- --- ---
Kuhlman Corp.
8,280 shares
Common Stock --- 129,778 120,312 9,466
Kuhlman Corp.
1,002 shares
Common Stock
(Distribution) --- 14,596 14,596 ---
1993
----
Gain or
Purchase Selling (Loss)
Party and Description Price Price Cost On Sale
- --------------------- ---------- ---------- ---------- ----------
Comerica Bank,
Short Term Fund $2,186,157 --- --- ----
Comerica Bank,
Short Term Fund --- $2,185,740 $2,185,740 0
Comerica Bank,
Guaranteed Investment
Contract Fund 518,539 --- --- ---
Comerica Bank,
Guaranteed Investment
Contract Fund --- 556,932 556,932 0
Comerica Bank,
2,130 units -
S & P Index Fund 364,900 --- --- ---
Comerica Bank,
2,196 units -
S & P Index Fund --- 393,485 298,851 94,634
Kuhlman Corp.
6,715 shares
Common Stock 100,930 --- --- ---
Kuhlman Corp.
1,694 shares
Common Stock --- 24,071 22,325 1,746
Kuhlman Corp.
3,213 shares
Common Stock
(Distribution) --- 44,420 44,420 ---
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, Kuhlman Corporation has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Kuhlman Corporation Savings Maximizer Plan
DATE: June 26, 1995 /s/ Robert S. Jepson, Jr.
----------------------------------
Robert S. Jepson, Jr.
Chairman of the Board,
and Chief Executive Officer
