<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
REGISTRATION NO. 333-12687
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
KUHLMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-2058047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Skidaway Village Square
Savannah, Georgia 31411
(912) 598-7809
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RICHARD A. WALKER, Esq.
Executive Vice President, Chief Administrative Officer, General Counsel and
Secretary
Kuhlman Corporation
3 Skidaway Village Square
Savannah, Georgia 31411
(912) 598-7809
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------
Copies of Communications to:
DALIUS F. VASYS, Esq.
Vedder, Price, Kaufman & Kammholz
222 N. LaSalle, Suite 2600
Chicago, IL 60601
(312) 609-7500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED AMOUNT
AMOUNT TO MAXIMUM MAXIMUM OF
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share
Preferred Stock Purchase Rights (2) 329,236 $14.375 $4,732,768 $1,632.00(3)
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</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices reported on the New
York Stock Exchange for the Registrant's Common Stock on October 4,
1996.
(2) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") owned pursuant to a Rights Agreement dated
as of April 28, 1987, as amended on February 24, 1995, between the
Registrant and Harris Trust and Savings Bank, as successor rights agent.
Until the occurrence of certain proscribed events, the Rights are not
exercisable, are evidenced by the certificates for the Common Stock, and
will be transferred along with and only with such securities. Thereafter,
separate certificates will be issued representing one Right for each share
of Common Stock, subject to adjustment for dilution.
(3) A registration fee of $50.00 was previously paid upon the original filing
of the Registration Statement.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
P R O S P E C T U S
329,236 SHARES
KUHLMAN CORPORATION
COMMON STOCK
--------------------
This Prospectus relates to the offer and sale of shares (the "Shares") of
common stock, par value $1.00 per share (the "Common Stock"), of Kuhlman
Corporation, a Delaware corporation (the "Company"). The Shares may be offered
and sold from time to time by certain selling shareholders of the Company (the
"Selling Shareholders") in transactions in the open market, in negotiated
transactions or a combination of such methods of sale, at fixed prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). See "Sale of the
Shares."
The Selling Shareholders acquired the Shares on October 8, 1996 in
connection with the acquisition by a wholly-owned subsidiary of the Company
of substantially all of the assets of a company owned by the Selling
Shareholders. See "Recent Development." The Selling Shareholders may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"). See "Selling Shareholders" and "Sale of
the Shares."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. A wholly-owned subsidiary of the
Company has agreed to bear all expenses (other than underwriting discounts,
broker or dealer commissions, and fees and expenses of counsel or other advisors
to the Selling Shareholders) in connection with the registration and sale of the
Shares being offered by the Selling Shareholders and to indemnify the Selling
Shareholders against certain liabilities, including certain liabilities under
the Securities Act.
The Common Stock is listed on the New York Stock Exchange. On October 4,
1996, the last reported sale price of the Common Stock of the Company on the New
York Stock Exchange was $14.375 per share.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is October 9, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the Shares to be
sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
CERTAIN DOCUMENTS PREVIOUSLY FILED BY THE COMPANY WITH THE COMMISSION
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS. SEE "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE." COPIES OF ANY DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS THEY ARE SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO
WHOM A PROSPECTUS IS DELIVERED UPON REQUEST TO THE SECRETARY, KUHLMAN
CORPORATION, 3 SKIDAWAY VILLAGE SQUARE, SAVANNAH, GEORGIA 31411, (TELEPHONE:
(912) 598-7809).
The Company is subject to the informational and reporting requirements of
the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, and at certain regional offices of the Commission
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and
Seven World Trade Center, 13th Floor, New York, New York 10007. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed
rates.
2
<PAGE>
THE COMPANY
The Company is a holding company that owns and manages a group of operating
companies, which are organized into two business segments, Electrical Products
and Industrial Products. In the Electrical Products Segment, the Company
designs, manufactures and markets electrical utility and industrial type
transformers for various markets and industries involved in electrical
distribution systems; and manufactures and markets electronic and electrical
wire and cable products for numerous commercial, industrial and consumer uses.
In the Industrial Products Segment, the Company designs, manufactures and
markets turbochargers, engine cooling fans, fan drives and crankshaft vibration
dampers used in diesel and gasoline engines for truck, agricultural,
construction and other industrial applications; and spring products and metal
stampings used by other manufacturers in their products or production process.
The Company's principal executive offices are located at 3 Skidaway Village
Square, Savannah, Georgia 31411. Its telephone number is (912) 598-7809.
RECENT DEVELOPMENT
On October 8, 1996, the Company's wholly-owned subsidiary, Coleman
Cable Systems, Inc., a Delaware corporation ("Coleman"), acquired substantially
all of the assets of Web Wire Products, Inc., a Florida corporation ("Web
Wire"), and assumed certain liabilities of Web Wire (the "Acquisition") pursuant
to a Reorganization and Asset Acquisition Agreement dated as of September 20,
1996, as amended (the "Asset Acquisition Agreement") among the Company, Coleman,
Web Wire and the Selling Shareholders. Web Wire is a manufacturer of battery
cables, ignition wire sets and related products. Pursuant to the direction of
Web Wire and in pursuance of its liquidation, the Company issued the Shares to
the Selling Shareholders in equal parts. Of the 329,236 Shares issued in
connection with the Acquisition, 150,168 Shares are held in escrow and may be
released to the Selling Shareholders periodically from December 31, 1996 through
on or about August 31, 1998 or retired by the Company in accordance with certain
provisions of the Asset Acquisition Agreement. Pursuant to the Asset
Acquisition Agreement, the number of Shares issued to the Selling Shareholders
at closing is subject to adjustment based upon the determination subsequent to
the closing of the changes in certain assets and liabilities of Web Wire
between August 31, 1996 and the closing. Under the terms of the Asset
Acquisition Agreement, the Company agreed to register the Shares for resale by
the Selling Shareholders and Coleman has agreed to indemnify the Selling
Shareholders against certain liabilities, including certain liabilities under
the Securities Act. The Registration Statement of which this Prospectus is a
part was filed with the Commission pursuant to the registration provisions of
the Asset Acquisition Agreement.
SELLING SHAREHOLDERS
The Shares covered by this Prospectus are being offered and sold by the
persons listed below (the "Selling Shareholders"). Subject to adjustment
pursuant to the Asset Acquisition Agreement, the Company has issued an
aggregate of 329,236 Shares to the Selling Shareholders in connection with
the consummation of the Acquisition. The 329,236 Shares owned by the Selling
Shareholders represent all of the Common Stock presently owned by them.
The following table shows as to each Selling Shareholder the number of
Shares owned by each Selling Shareholder prior to this offering and the number
of Shares being registered hereby:
Number of
Shares owned Number Shares owned
Prior to of Shares After
Name Offering Registered(1) Offering(1)
---- -------- ------------- -----------
Harold Lowenstein . . . . . 0 164,618 0
Allan R. Walch . . . . . . 0 164,618 0
-------- ------------- -----------
Total . . . 0 329,236 0
(1) Includes 150,168 Shares subject to escrow as set forth in the Asset
Acquisition Agreement. See "Recent Development."
3
<PAGE>
Under the terms of the Asset Acquisition Agreement, the Company agreed to
file a registration statement with respect to the potential resale of the
329,236 Shares and to maintain the effectiveness of such registration
statement for a period of thirty months from the date of this Prospectus. All
of the registration and qualification fees, printing and accounting fees, and
fees and disbursements of the Company's or Coleman's legal counsel incurred in
connection with the registration of the Shares will be paid by Coleman;
provided, however, that any underwriters' discounts, broker or dealer
commissions, and fees and expenses of counsel or other advisors to the Selling
Shareholders will be borne by the Selling Shareholders. Subject to the escrow
provisions of the Asset Acquisition Agreement, the 329,236 Shares may be
offered and sold from time to time within such thirty month period as determined
by the Selling Shareholders. See "Recent Development."
SALE OF THE SHARES
Sales of the Shares may be made by the Selling Shareholders, or, subject to
applicable law, by pledgees, donees, transferees or other successors in
interest, in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; and (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately prior to sale.
Such brokers or dealers may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.
The Company has advised the Selling Shareholders of their obligations under
the Exchange Act to avoid market manipulation of the Shares (including, without
limitation, their obligation not to purchase or solicit purchases by others of
any of the Shares during the two business days preceding the commencement of any
offers or sales of the Shares by any of the Selling Shareholders) until the
offering pursuant to this Prospectus by all Selling Shareholders has been
completed.
The Company also has advised the Selling Shareholders of their obligations
under the Securities Act to deliver copies of this Prospectus to any purchaser
of their Shares.
LEGAL MATTERS
A legal opinion to the effect that the Shares are validly issued, fully
paid and nonassessable has been rendered by Vedder, Price, Kaufman & Kammholz,
Chicago, Illinois.
EXPERTS
The financial statements and schedule of the Company for the year ended
December 31, 1995 incorporated by reference in this Prospectus and elsewhere
in the Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 1-7695) are incorporated
herein by this reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
4
<PAGE>
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(3) The Company's Current Reports on Form 8-K dated September 3, 1996
and September 25, 1996;
(4) The description of the Company's Common Stock and Preferred Stock
Purchase Rights contained in the Company's Registration Statement filed
pursuant to Section 12 of the Exchange Act on Form 8-A, as amended.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporates by reference) modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
this paragraph.
----------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
----------------------------------------
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 4. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the Securities and Exchange
Commission $1,632.00
New York Stock Exchange Listing Fee . . . . . . . . 1,153.00
Accounting fees and expenses . . . . . . . . . . . 1,000.00
Legal fees and expenses . . . . . . . . . . . . . . 5,000.00
Miscellaneous expenses . . . . . . . . . . . . . . 2,000.00
---------
Total . . . . . . . . . . . . . . . . . . $10,785.00
---------
---------
The foregoing items, except for the SEC registration fee and the New York
Stock Exchange listing fee, are estimated. A wholly-owned subsidiary of the
Registrant has agreed to bear all expenses (other than underwriters' discounts,
broker or dealer commissions, and fees and expenses of counsel and other
advisors to the Selling Shareholders) in connection with the registration and
sale of the Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees and agents against liabilities whether or not in the
circumstances such companies would have the power to indemnify against such
liabilities under the provisions of the statute. The Company's Certificate of
Incorporation and Bylaws provide for indemnification of its officers and
directors to the extent permitted by Section 145 of the Delaware General
Corporation Law. Pursuant to such provisions, the Company has purchased such
insurance on behalf of its directors and officers.
The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by Delaware law, liability of a director to the Company or its
stockholders for monetary damages for a breach of such director's fiduciary duty
of care except for liability where a director (a) breaches his or her duty of
loyalty to the Company or its stockholders, (b) fails to act in good faith or
engages in intentional misconduct or knowing violation of law, (c) authorizes
payment of an illegal dividend or stock repurchase or (d) obtains an improper
personal benefit. This provision only pertains to breaches of duty by directors
as directors and not breaches of duty by directors in any other corporate
capacity, such as any capacity as an officer. While liability for monetary
damages has been eliminated, equitable remedies such as injunctive relief or
rescission remain available. In addition, a director is not relieved of his
responsibilities under any other law, including the federal securities laws.
ITEM 16. EXHIBITS
3.1 Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 1 to Registrant's Form 10-Q for the quarter ended June 30,
1993).
3.2 Certificate of Amendment of Certificate of Incorporation of the Registrant
dated May 31, 1995 (incorporated by reference to Exhibit 3.1 to
Registration Statement No. 33-58133).
3.3 Certificate of Voting Powers, Designations, Preferences, and Relative,
Participating, Optional, or Other Special Rights, and the Qualifications,
Limitations, or Other Restrictions thereof of the Junior Participating
Preferred Stock, Series A of the Registrant dated May 31, 1995
(incorporated by reference to Exhibit 3.3 to Registrant's Form 10-K for the
year ended December 31, 1995).
II-1
<PAGE>
3.4 Bylaws (incorporated by reference to Exhibit 36 to the Registrant's Form
10-K for the year ended December 31, 1993).
3.5 Rights Agreement dated as of April 28, 1987 between the Registrant and
Manufacturers National Bank of Detroit, as rights agent (incorporated by
reference to Exhibit 1 to the Registrant's Current Report on Form 8-K dated
May 5, 1987).
3.6 Amendment to Rights Agreement dated as of February 24, 1995, between the
Registrant and Harris Trust and Savings Bank, as successor rights agent
(incorporated by reference to Exhibit 3.5 to the Registration Statement
No. 33-58133).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-58133).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (see signature page to the Registration Statement as
originally filed).*
99.1 Reorganization and Asset Acquisition Agreement dated September 20, 1996
among the Registrant, Coleman Cable Systems, Inc., Web Wire Products, Inc.,
Harold Lowenstein and Allan R. Walch (the "Acquisition Agreement").*
99.2 Amendment No. 1 to Acquisition Agreement.
99.3 Amendment No. 2 to Acquisition Agreement.
*Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement.
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction to the questions whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused Amendment No. 1 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Savannah, State of Georgia, on October 8, 1996.
KUHLMAN CORPORATION
By: /s/ Robert S. Jepson, Jr.
------------------------------
Robert S. Jepson, Jr.
Chairman of the Board and
Chief Executive Officer
S-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert S. Jepson, Jr. Chairman of the Board and October 8,
- -------------------------------- Chief Executive Officer 1996
Robert S. Jepson, Jr. (Principal Executive Officer)
and Director
/s/ Vernon J. Nagel* Executive Vice President of October 8,
- -------------------------------- Finance, Chief Financial 1996
Vernon J. Nagel Officer and Treasurer
(Principal Financial and
Accounting Officer)
/s/ Curtis G. Anderson* President, Chief Operating October 8,
- -------------------------------- Officer and Director 1996
Curtis G. Anderson
/s/ William E. Burch* Director October 8,
- --------------------------------- 1996
William E. Burch
/s/ Steve Cenko* Director October 8,
- --------------------------------- 1996
Steve Cenko
/s/ Gary G. Dillon* Director October 8,
- --------------------------------- 1996
Gary G. Dillon
/s/ Alexander W. Dreyfoos, Jr.* Director October 8,
- --------------------------------- 1996
Alexander W. Dreyfoos, Jr.
/s/ William M. Kearns, Jr.* Director October 8,
- --------------------------------- 1996
William M. Kearns, Jr.
/s/ Robert D. Kilpatrick* Director October 8,
- --------------------------------- 1996
Robert D. Kilpatrick
/s/ George J. Michel, Jr.* Director October 8,
- --------------------------------- 1996
George J. Michel, Jr.
/s/ General H. Norman Schwarzkopf* Director October 8,
- --------------------------------- 1996
General H. Norman Schwarzkopf
*By /s/ Robert S. Jepson, Jr.
- ---------------------------------
Robert S. Jepson, Jr., pursuant to the Power of Attorney filed with the
Registration Statement.
S-2
<PAGE>
EXHIBIT INDEX
3.1 Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 1 to Registrant's Form 10-Q for the quarter ended June 30,
1993).
3.2 Certificate of Amendment of Certificate of Incorporation of the Registrant
dated May 31, 1995 (incorporated by reference to Exhibit 3.1 to
Registration Statement No. 33-58133).
3.3 Certificate of Voting Powers, Designations, Preferences, and Relative,
Participating, Optional, or Other Special Rights, and the Qualifications,
Limitations, or Other Restrictions thereof of the Junior Participating
Preferred Stock, Series A of the Registrant dated May 31, 1995
(incorporated by reference to Exhibit 3.3 to Registrant's Form 10-K for the
year ended December 31, 1995).
3.4 Bylaws (incorporated by reference to Exhibit 36 to the Registrant's Form
10-K for the year ended December 31, 1993).
3.5 Rights Agreement dated as of April 28, 1987 between the Registrant and
Manufacturers National Bank of Detroit, as rights agent (incorporated by
reference to Exhibit 1 to the Registrant's Current Report on Form 8-K dated
May 5, 1987).
3.6 Amendment to Rights Agreement dated as of February 24, 1995, between the
Registrant and Harris Trust and Savings Bank, as successor rights agent
(incorporated by reference to Exhibit 3.5 to the Registration Statement
No. 33-58133).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-58133).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (see signature page to the Registration Statement as
originally filed).*
99.1 Reorganization and Asset Acquisition Agreement dated September 20, 1996
among the Registrant, Coleman Cable Systems, Inc., Web Wire Products, Inc.,
Harold Lowenstein and Allan R. Walch (the "Acquisition Agreement").*
99.2 Amendment No. 1 to Acquisition Agreement.
99.3 Amendment No. 2 to Acquisition Agreement.
- ------------------------------------
*Previously filed.
<PAGE>
[LETTERHEAD]
Kuhlman Corporation
3 Skidaway Village Square
Savannah, Georgia 31411
Gentlemen:
We have acted as counsel to Kuhlman Corporation, a Delaware corporation
(the "Company"), in connection with the filing by the Company, with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, of a resale Registration Statement on Form S-3, as
amended (Registration No. 333-12687) (the "Registration Statement") with
respect to 329,236 shares of Common Stock, par value $1.00 per share, of the
Company (the "Shares"). In rendering this opinion, we have examined: (1) the
Certificate of Incorporation, as amended, and Bylaws, as amended, of the
Company, as the same are currently in effect; (ii) the form of Registration
Statement on Form S-3 (including Exhibits thereto) to be filed with the
Securities and Exchange Commission; and (iii) such other documents as we
deemed necessary to examine as a basis for the opinions hereinafter
expressed. The Shares are to be issued to the selling shareholders named in
the Registration Statement (the "Selling Shareholders") pursuant to the
direction of Web Wire Products, Inc., a Florida corporation ("Seller"), and
the terms of that certain Reorganization and Asset Acquisition Agreement
dated as of September 20, 1996, as amended, entered into by and among the
Company, Coleman Cable Systems, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company, the Seller and the Selling Shareholders (the "Asset
Acquisition Agreement"). It is contemplated by the Asset Acquisition
Agreement that the Registration Statement will be declared effective for
resales of the Shares concurrently with the issuance of the Shares to the
Selling Shareholders.
In examining the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of documents purporting to be originals and the conformity to
originals of all documents submitted to us as copies. As to questions of fact
material to our opinion, we have relied (without investigation or independent
confirmation) upon the representations contained in certificates and other
communications from public officials and officers of the Company.
<PAGE>
VEDDER PRICE
Kuhlman Corporation
October 8, 1996
Page 2
We express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America.
Based on the foregoing, and subject to the qualifications, assumptions
and limitations set forth herein, we are of the opinion that:
(i) The Company is incorporated and validly existing under the laws of
the State of Delaware.
(ii) The Shares to be sold by the Selling Shareholders in the manner
contemplated by the Registration Statement have been duly authorized and when
issued to the Selling Shareholders in accordance with the Seller's directive and
the terms of the Asset Acquisition Agreement will be validly issued, fully
paid and nonassessable.
This opinion is delivered to you solely in connection with the filing of
the Registration Statement with respect to the Shares, and this letter and
the opinions stated herein may not be relied upon for any other purpose or by
any person.
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Registration Statement.
Vedder, Price, Kaufman & Kammholz
<PAGE>
AMENDMENT NO. 1
TO
REORGANIZATION AND ASSET
ACQUISITION AGREEMENT
------------------------
This Amendment is made as of September 30, 1996 by and among Kuhlman
Corporation, a Delaware corporation ("Kuhlman"), Coleman Cable Systems, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Kuhlman
("Purchaser"), Web Wire Products, Inc., a Florida corporation ("Seller") and
Harold Lowenstein and Allan R. Walch, the sole shareholders of Seller (the
"Shareholders").
W I T N E S S E T H :
WHEREAS, Kuhlman, Purchaser, Seller and Shareholders are parties to
that certain Reorganization and Asset Acquisition Agreement dated as of
September 20, 1996 (the "Acquisition Agreement") and desire to amend the same
as herein provided.
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENT. Sections 8.1 and 10(c) of the Acquisition Agreement
are hereby amended to delete the date "September 30, 1996" therefrom and to
insert the date "October 11, 1996" in place thereof.
2. EFFECT OF AMENDMENT. Except as specifically amended hereby, the
Acquisition Agreement shall remain unamended and in full force and effect. All
references in the Acquisition Agreement to "this Agreement" or terms such as
"herein", "hereof" or similar terms shall mean the Acquisition Agreement as
amended by this Amendment.
3. BINDING EFFECT. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.
5. GOVERNING LAW. The internal law, not the law of conflicts, of
the State of Illinois shall govern all questions concerning the construction,
validity and interpretation of this Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first written above.
SELLER:
WEB WIRE PRODUCTS, INC.
By:/s/ Allan R. Walch
---------------------------------------
Name: Allan R. Walch
-------------------------------------
Title: President
------------------------------------
SHAREHOLDERS:
/s/ Harold Lowenstein
-------------------------------------------
Harold Lowenstein
/s/ Allan R. Walch
-------------------------------------------
Allan R. Walch
PURCHASER:
COLEMAN CABLE SYSTEMS, INC.
By:/s/ Vernon J. Nagel
----------------------------------------
Name: Vernon J. Nagel
-------------------------------------
Title: Vice President
------------------------------------
ACKNOWLEDGED AND ACCEPTED AS OF THE DATE FIRST-ABOVE WRITTEN
KUHLMAN CORPORATION
By:/s/ Curtis G. Anderson
----------------------------------------
Name: Curtis G. Anderson
-------------------------------------
Title: President and Chief Operating Officer
------------------------------------
2
<PAGE>
AMENDMENT NO. 2
TO
REORGANIZATION AND ASSET
ACQUISITION AGREEMENT
This Amendment is made as of October 8, 1996 by and among Kuhlman
Corporation, a Delaware corporation ("Kuhlman"), Coleman Cable Systems, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Kuhlman
("Purchaser"), Web Wire Products, Inc., a Florida corporation ("Seller") and
Harold Lowenstein and Allan R. Walch, the sole shareholders of Seller (the
"Shareholders").
WITNESSETH:
WHEREAS, Kuhlman, Purchaser, Seller and Shareholders are parties to that
certain Reorganization and Asset Acquisition Agreement dated as of September
20, 1996, as amended by Amendment No. 1 thereto (collectively, the
"Acquisition Agreement") and desire to further amend the same as herein
provided.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings assigned to them in the Acquisition
Agreement.
2. AMENDMENT. In lieu of taking a physical inventory and preparing a
balance sheet as of the Closing Date pursuant to Sections 2.4 and 2.5 of the
Acquisition Agreement, the parties agree that the Payment Date Balance Sheet
and the Net Asset Amount as reflected on the Payment Date Balance Sheet, as
adjusted for the "net change in cash" between July 31, 1996 and the Closing
Date, shall constitute the Closing Balance Sheet. "Net change in cash" means
the net change in Seller's cash during the applicable period, which shall be
comprised of the net changes in Seller's cash accounts, Seller's debt balance
with Republic and the adjustments to Seller's income tax assets and
liabilities resulting from cash tax payments by or refunds to Seller. At
Closing, the Stock Consideration shall be adjusted based upon the Net Asset
Amount as of August 31, 1996 which the parties have agreed shall equal the
Net Asset Amount as reflected on the Payment Date Balance Sheet (i.e., as of
July 31, 1996) as adjusted for the "net change in cash" between July 31, 1996
and August 31, 1996 (which determination is set forth on Worksheet A attached
hereto). Attached hereto also is Worksheet B which shall be prepared in a
manner consistent with Worksheet A and shall be used to calculate the "net
change in cash" between August 31, 1996 and the Closing Date and the final
adjustment to the Stock Consideration. Seller shall deliver Worksheet B to
Purchaser within fifteen (15) days after the Closing. Worksheet B shall be
compiled by Seller's independent public accountant and shall be certified by
Seller and Shareholders. Upon request by Purchaser, Seller shall make
available to Purchaser the work papers used in determining the "net change in
cash" between August 31,
<PAGE>
1996 and the Closing Date and final adjustment to the Stock Consideration and
such other documents as Purchaser may reasonably request. Within fifteen (15)
days after the delivery of Worksheet B to Purchaser, Purchaser shall deliver
to Seller a written statement describing its objections, if any, to Seller's
determination of the "net change in cash" between August 31, 1996 and the
Closing Date and the final adjustment to the Stock Consideration. If
Purchaser does not raise any such objections within such fifteen (15) day
period, Seller's determination of the "net change in cash" between August 31,
1996 and the Closing Date and the final adjustment to the Stock Consideration
shall become final and binding on the parties. If Purchaser does raise any
objection, Purchaser and Seller shall attempt in good faith to negotiate a
resolution to the dispute as promptly as possible. If Purchaser and Seller
have not been able to agree upon a resolution of the dispute within seven (7)
days after Purchaser shall have delivered its objections to Seller, any
remaining disputes shall be resolved by an accounting firm selected and paid
for in the same manner as provided for in Section 2.4 of the Acquisition
Agreement. The final adjustment to the Stock Consideration shall be made
in accordance with Section 2.3(b) of the Acquisition Agreement within three
(3) business days after the final determination of the "net change in cash"
between August 31, 1996 and the Closing Date and the final adjustment to the
Stock Consideration. To the extent the provisions of Section 2 of this
Amendment conflict with the provisions of Sections 2.3(b), 2.4 or 2.5 of the
Acquisition Agreement, the provisions of this Section 2 shall prevail;
provided, however, that nothing contained in this Section 2 shall in any
manner affect the obligations of Seller and Shareholders or the rights of
Purchaser under Article 3 or any other provision of the Acquisition Agreement.
3. EFFECT OF AMENDMENT. Except as specifically amended hereby, the
Acquisition Agreement shall remain unamended and in full force and effect. All
references in the Acquisition Agreement to "this Agreement" or terms such as
"herein", "hereof" or similar terms shall mean the Acquisition Agreement as
amended by this Amendment.
4. BINDING EFFECT. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns.
5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.
6. GOVERNING LAW. The internal law, not the law of conflicts, of the
State of Illinois shall govern all questions concerning the construction,
validity and interpretation of this Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first written above.
SELLER:
WEB WIRE PRODUCTS, INC.
By:/s/ Allan R. Walch
---------------------------------------
Name: Allan R. Walch
-------------------------------------
Title: President
------------------------------------
SHAREHOLDERS:
/s/ Harold Lowenstein
-------------------------------------------
Harold Lowenstein
/s/ Allan R. Walch
-------------------------------------------
Allan R. Walch
PURCHASER:
COLEMAN CABLE SYSTEMS, INC.
By:/s/ Joel V. Marshall
----------------------------------------
Name: Joel V. Marshall
-------------------------------------
Title: Vice President
------------------------------------
ACKNOWLEDGED AND ACCEPTED AS OF THE DATE FIRST-ABOVE WRITTEN
KUHLMAN CORPORATION
By:/s/ Curtis G. Anderson
----------------------------------------
Name: Curtis G. Anderson
-------------------------------------
Title: President and Chief Operating Officer
------------------------------------
3
