<PAGE> 1
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 28, 1995
KUHLMAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7695 58-2058047
(State or other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction of
Incorporation)
1 Skidaway Village Walk, Suite 201, Savannah, Georgia 31411
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (912) 598-7809
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
==============================================================================
<PAGE> 2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Consolidated Financial Statements (unaudited) of
Coleman Holding Company and Subsidiaries for the
periods July 1 through December 14, 1993 and July 1
through December 31, 1992.
<PAGE> 3
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/ Curtis G. Anderson
-------------------------------------------
Curtis G. Anderson
President and Chief Operating Officer
Dated: March 28, 1995
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description Page
99.1 Consolidated Finanical Statements
(unaudited) of Coleman Holding Company and
Subsidiaries for the periods July 1
through December 14, 1993 and July 1
through December 31, 1992.
<PAGE> 5
EXHIBIT 99.1
In connection with the Registrant's Registration Statement
on Form S-4 (SEC Registration Statement No. 33-58133), the
Registrant is hereby filing the following unaudited financial
statements for Coleman Holding Company and Subsidiaries for the
periods indicated therein:
<TABLE>
COLEMAN HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
<CAPTION>
Period July 1 Period July 1
through Decem- through Decem-
ber 14, 1993 ber 31, 1992
(Unaudited)
(In thousands)
<S> <C> <C>
Net sales $ 57,606 $ 56,590
Cost of goods sold 44,097 44,949
---------- ----------
Gross profit 13,509 11,641
Selling, general and
administrative expenses 9,717 9,049
---------- ----------
Operating profit 3,792 2,592
---------- ----------
Other expense:
Interest expense (2,919) (3,199)
Other, net (10) (149)
---------- ----------
Total other expense, net (2,929) (3,348)
---------- ----------
Income (loss) before taxes 863 (756)
Taxes on income (loss) - 7
---------- ----------
Net income (loss) $ 863 $ (763)
========== ==========
</TABLE>
The Notes To Consolidated Financial Statements should be read in conjunction
with these statements.
<PAGE> 6
<TABLE>
COLEMAN HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Period July 1 Period July 1
through Decem- through Decem-
ber 14, 1993 ber 31, 1992
(Unaudited)
(In thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 863 $ (763)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,886 1,908
Changes in operating assets and
liabilities:
Accounts receivable (2,245) (934)
Inventories (3,001) 1,182
Prepaid expenses and other assets (118) (189)
Accounts payable and accrued
expenses 4,978 (2,904)
---------- ----------
Net cash provided (used) by operating
activities 2,363 (1,700)
---------- ----------
Cash Used By Investing Activities:
Capital expenditures (928) (483)
---------- ----------
Cash Flows From Financing Activities:
Increase in long-term debt 1,599 3,559
Other (6) 6
---------- ----------
Net cash provided by financing
activities 1,593 3,565
---------- ----------
Net increase in cash and cash
equivalents 3,028 1,382
Cash and cash equivalents at
beginning of the period 472 567
---------- ----------
Cash and cash equivalents at
end of the period $ 3,500 $ 1,949
========== ==========
Supplemental disclosure of cash
flow information:
Cash paid during the period for:
Interest $ 2,946 $ 2,755
</TABLE>
The Notes To Consolidated Financial Statements should be read in conjunction
with these statements.
<PAGE> 7
COLEMAN HOLDING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods July 1 Through December 14, 1993
and July 1 through December 31, 1992
(Unaudited)
1. On December 15, 1993, Kuhlman Corporation (the "Company") acquired all
of the issued and outstanding shares of capital stock of Coleman Holding
Company ("Coleman") for $8,993,000. The acquisition was accounted for as a
purchase. The accompanying financial statements should be read in conjunction
with the audited financial statements and notes thereto of Coleman for the
years ended June 30, 1993, 1992 and 1991, filed on the Company's Form 8-K dated
as of December 15, 1993, and the audited financial statements of the Company
for the years ended December 31, 1993, 1992 and 1991.
2. The consolidated statement of income and cash flows for the periods
July 1 through December 14, 1993 and July 1 through December 31, 1992 have been
prepared by Coleman without audit. The balance sheet of Coleman as of
December 31, 1993 is included in the consolidated balance sheet of the Company
as of December 31, 1993. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
results of operations and cash flows for the periods July 1 through
December 14, 1993 and July 1 through December 31, 1992 have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted from the accompanying financial statements. These
consolidated financial statements should be read in conjunction with Coleman's
financial statements and notes thereto for the years ended June 30, 1993, 1992
and 1991.
The results of operations for the periods July 1 through December 14,
1993 and July 1 through December 31, 1992 are not necessarily indicative of the
results to be expected for the full years 1993 and 1992, respectively.
3. Coleman adopted SFAS No. 109, "Accounting For Income Taxes," as of
July 1, 1993. The effect of this accounting change did not have a material
impact on Coleman's financial position as of July 1, 1993. In addition, no tax
provision was required pursuant to SFAS No. 109, "Accounting for Income Taxes,"
for the period July 1 through December 14, 1993 due to the utilization of net
operating loss carryforwards.
