THIS REPORT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION VIA EDGAR
-----------------------------------------------------------------
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): February 16, 1996
KUHLMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7695 58-2058047
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
3 Skidaway Village Square
Savannah, Georgia 31411
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (912) 598-7809
1 Skidaway Village Walk, Suite 201, Savannah, Georgia 31411
(Former name or former address, if changed since last report)
------------------------------------------------------------------
<PAGE>
Item 2. Acquisition or Disposition of Assets
On February 16, 1996, Kuhlman Corporation, a Delaware corporation
("Kuhlman"), through its wholly-owned subsidiary Kuhlman
Acquisition Corp., a North Carolina corporation (the "Company"),
completed its tender offer for any and all outstanding shares of
common stock of Communication Cable, Inc., a North Carolina
corporation ("CCI") not previously owned by the Company or
Kuhlman. Pursuant to the Company's Offer to Purchase dated
November 29, 1995, as supplemented (the "Offer to Purchase"), and
the related Letter of Transmittal, the Company offered to
purchase any and all outstanding shares of CCI common stock, par
value $1.00 per share (the "Shares"), at $14.00 per Share, net to
the seller in cash, subject to the terms and conditions set forth
in the Offer to Purchase and the related Letter of Transmittal
(the "Offer"). Pursuant to the Offer, shareholders of CCI
tendered 2,291,800 Shares prior to the expiration of the Offer at
5:00 p.m., New York City time, on February 15, 1996. All Shares
tendered were accepted for payment on February 16, 1996, and the
Company, through its depositary, began payment for all tendered
Shares beginning on the next banking day.
At the Special Meeting of Shareholders of CCI duly called and
held on February 16, 1996, the shareholders of CCI voted to grant
voting rights to any and all of CCI's Shares acquired at any time
by or for the Company, directly or indirectly, in a "control
share acquisition" within the meaning of The North Carolina
Control Share Acquisition Act, including any and all Shares
acquired by the Company pursuant to the Offer.
Following the acceptance of the tendered Shares, the Company
increased its equity position in CCI to 2,607,503 Shares,
representing 82.2% of all Shares outstanding at February 15,
1996, 82.0% assuming the exercise of all outstanding options.
Pursuant to the Offer, the Company purchased the tendered Shares
for an aggregate purchase price of approximately $32,085,000 in
cash (the "Purchase Price"). The Purchase Price for the tendered
Shares was funded by capital contributions from Kuhlman to the
Company, which represent funds obtained by Kuhlman pursuant to
bank borrowings. Kuhlman amended and increased the aggregate
funds available under its existing bank credit agreement to
provide up to an additional $40 million substantially to finance
the acquisition of CCI.
CCI engineers, designs and manufactures electronic wire and cable
products which are marketed to original equipment manufacturers
and, through distributors, to a variety of end users. CCI
manufactures coaxial, multi-conductor and "category" cables which
are used for data, voice and video communications by the computer
and data processing industries, medical and industrial
electronics users, the U.S. Government and U.S. Government
agencies, and for satellite and other telecommunication
applications.
Kuhlman intends to operate CCI in a manner consistent with its
other operations in order to maximize growth in sales, earnings
and shareholder value.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired
The Registrant intends to file an amendment to this
report containing the required financial statements of
Communication Cable, Inc. as soon as practicable, but in no event
later than sixty days after the filing of this report.
(b) Pro Forma Financial Information
The Registrant intends to file an amendment to this
report containing the required pro forma financial information as
soon as practicable, but in no event later than sixty days after
the filing of this report.
(c) Exhibits
(2)(a) Offer to Purchase dated November 29, 1995 by
Kuhlman Acquisition Corp. (incorporated by reference to
Exhibit (a)(1) to Schedule 14D-1 of Kuhlman Acquisition
Corp. and Kuhlman Corporation regarding Communication
Cable, Inc. dated November 29, 1995).
(2)(b) Supplement dated February 1, 1996 to Offer to Purchase
dated November 29, 1995 by Kuhlman Acquisition Corp.
(incorporated by reference to Exhibit (a)(15) to Amendment
No. 4 to Schedule 14D-1 of Kuhlman Acquisition Corp. and
Kuhlman Corporation regarding Communication Cable, Inc.
dated February 1, 1996).
(2)(c) Letter of Transmittal to Tender Shares of Common Stock
of Communication Cable, Inc. (incorporated by reference
to Exhibit (a)(2) to Schedule 14D-1 of Kuhlman
Acquisition Corp. and Kuhlman Corporation regarding
Communication Cable, Inc. dated November 29, 1995).
(99)(a) Fifth Amendment to Credit Agreement dated as of
February 5, 1996 (incorporated by reference to
Exhibit (b)(10) to Amendment No. 5 to Schedule 14D-1 of
Kuhlman Acquisition Corp. and Kuhlman Corporation
regarding Communication Cable, Inc. dated February 12,
1996).
<PAGE>
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.
--------------------------------
Robert S. Jepson, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: March 1, 1996
