THIS REPORT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION VIA EDGAR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 3, 1996
KUHLMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7695 58-2058047
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
3 Skidaway Village Square
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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<PAGE>
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
Kuhlman Corporation and subsidiaries and Communication Cable, Inc.:
Unaudited Pro Forma Condensed Combined Statement of Income for the
six months ended June 30, 1996.
<PAGE>
KUHLMAN CORPORATION AND SUBSIDIARIES
AND COMMUNICATION CABLE, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Pro Forma Pro
Communication Adjustments Forma
Kuhlman Cable (Note 4) Combined
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In thousands
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . $199,740 $ 27,810 $ (2,658)(a) $ 224,892
Cost of goods sold . . . . . 158,205 22,174 (2,552)(a) 177,827
-------------------------------------------------
Gross Profit . . . . . . . . 41,535 5,636 (106) 47,065
-------------------------------------------------
Operating expenses:
Selling, engineering,
general and administrative . 26,693 3,760 (70)(b) 30,383
-------------------------------------------------
Operating profit. . . . . . . 14,842 1,876 (36) 16,682
-------------------------------------------------
Other income (expense):
Interest expense, net . . . . (2,519) 229 (1,399)(c) (3,689)
Other, net . . . . . . . . . (800) 10 --- (790)
-------------------------------------------------
Total other income
(expense), net . . . . . . (3,319) 239 (1,399) (4,479)
-------------------------------------------------
Income before taxes . . . . . 11,523 2,115 (1,435) 12,203
Taxes on income . . . . . . . 4,668 808 (445)(d) 5,031
-------------------------------------------------
Income from continuing
operations . . . . . . . . . $ 6,855 $ 1,307 $ (990) $ 7,172
=================================================
Income from continuing
operations per share . . . . $ 0.49 $ 0.52
======== ========
Weighted average common
shares and common stock
equivalents - fully
dilutive . . . . . . . . . . 13,873 13,873
======== ========
</TABLE>
The Notes to Unaudited Pro Forma Condensed Combined
Financial Statement should be read in conjunction
with this statement
<PAGE>
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
1. On February 16, 1996, Kuhlman Corporation (the "Company"), through a
wholly-owned subsidiary, completed a tender offer for the outstanding
shares of Communication Cable, Inc. ("CCI"), a North Carolina corporation
traded on NASDAQ, for $14.00 per share in cash. The purchase of tendered
shares, which was consummated on February 21, 1996, along with subsequent
actions have resulted in CCI becoming a wholly-owned subsidiary of the
Company as of June 28, 1996. The aggregate total cost of the
acquisition of the outstanding shares of CCI was approximately
$43,775,000. The acquisition was funded primarily through bank debt
and was accounted for as a purchase. The purchase price allocations have
been completed on a preliminary basis, subject to adjustment should new or
additional facts about the business become known. CCI engineers, designs
and manufactures a wide variety of low voltage electronic wire and cable
products.
2. The Company operates and reports on a December 31 calendar year basis.
CCI operated and reported on an October 31 fiscal year basis. The
unaudited pro forma condensed combined statement of income combines the
statement of income of Kuhlman for the six months ended June 30, 1996
with the statement of earnings of CCI for the fiscal quarter ended
January 31, 1996 and the three months ended June 30, 1996.
3. The unaudited pro forma combined statement of income for the six months
ended June 30, 1996 has been prepared as if the acquisition of all of
the outstanding shares of CCI had been effective January 1, 1996. In
the opinion of management, all adjustments necessary to present fairly
such pro forma financial statements have been made. The pro forma
financial statements are for information purposes only and are not
necessarily indicative of the financial condition or results of
operations that would have occurred if the acquisition had been
consummated as of January 1, 1996.
4. Explanation of Pro Forma Adjustments
(a) A decrease in sales and cost of goods sold to eliminate intercompany
sales and profit between Kuhlman and CCI for the period.
(b) A decrease in general and administrative expenses of $350,000 to
eliminate non-recurring and redundant costs, partially offset by
$280,000 of intangible amortization resulting from the acquisition.
(c) An increase in interest expense to reflect the carrying cost of the
acquisition debt at Kuhlman's average borrowing rate for the period.
(d) A decrease in taxes on income to reflect the pro forma tax impact
of the CCI acquisition.
<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: September 3, 1996
--------------------------
