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): May 28, 1997
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 Identification No.)
of 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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 5. Other Events
Properties of Kysor Transportation Products Group.
On March 10, 1997, Kuhlman Corporation (the "Company")
purchased certain assets of the Transportation Products Group
("Kysor") of Kysor Industrial Corporation, a Michigan corporation
traded on the New York Stock Exchange. This event was reported
by the Company on Form 8-K dated March 10, 1997.
The following is a list of the properties of Kysor that were acquired by
the Company as of the purchase date:
<TABLE>
<CAPTION>
Location Description Interest Square Footage
-------- ----------- -------- --------------
(in thousands)
<S> <C> <C> <C>
Byron, Illinois Plant, warehouse Owned 177
and office
Cadillac, Michigan Plant, warehouse Owned 131
and office
Charlotte, North Carolina Plant and office Owned 91
Spring Lake, Michigan Plant and office Owned 80
Hengoed, South Wales Plant and office Leased 50
All other facilities
(including plants in
Indiana, England
and South Korea) Plant and office Owned 152
Leased 23
</TABLE>
In the opinion of the Company, Kysor's properties have been
well maintained and are in a proper condition necessary to
operate at present levels.
<PAGE>
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
Kuhlman Corporation and Subsidiaries and Kysor
Transportation Products Group: Unaudited Pro Forma
Condensed Combined Statement of Income for the three
months ended March 31, 1997.
(c) Exhibits
10.1 Asset Purchase Agreement among Kuhlman
Corporation, Transpro Group, Inc., Kysor
Industrial Corporation and certain subsidiaries of
Kysor Industrial Corporation dated as of February
2, 1997 [Incorporated by reference to Exhibit 2 to
Schedule 14D-9 of Kysor Industrial Corporation
dated February 7, 1997 (SEC File No. 1-8973)].
Item 7(b)
<PAGE>
Item 7(b)
KUHLMAN CORPORATION AND SUBSIDIARIES
AND KYSOR TRANSPORTATION PRODUCTS GROUP
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro
Adjustments Forma
Kuhlman Kysor (Note 4) Combined
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In thousands
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . $ 134,148 $ 26,809 $ --- $ 160,957
Cost of goods sold . . . . . . 104,406 20,440 --- 124,846
---------------------------------------------
Gross profit . . . . . . . 29,742 6,369 --- 36,111
Operating expenses:
Selling, engineering, general
and administrative. . . . . 18,491 4,485 (592)(a) 22,384
---------------------------------------------
Operating profit . . . . . . . 11,251 1,884 592 13,727
---------------------------------------------
Other income (expense):
Interest expense, net. . . . . (1,938) (19) (1,105)(b) (3,062)
Other, net . . . . . . . . . . (315) (15) --- (330)
---------------------------------------------
Total other income
(expense), net. . . . . . (2,253) (34) (1,105) (3,392)
---------------------------------------------
Income before taxes. . . . . . 8,998 1,850 (513) 10,335
Taxes on income. . . . . . . . 3,716 696 (184)(c) 4,228
---------------------------------------------
Net income . . . . . . . . . . $ 5,282 $ 1,154 $ (329) $ 6,107
=============================================
Earnings per share
(fully diluted) . . . . . . $ 0.36 $ 0.42
========= =========
Weighted average common
shares and common stock
equivalents - fully dilutive . 14,574 14,574
========= =========
</TABLE>
The Notes to Unaudited Pro Forma Condensed Combined
Financial Statement should be read in conjunction
with this statement
<PAGE>
KUHLMAN CORPORATION AND SUBSIDIARIES
AND KYSOR TRANSPORTATION PRODUCTS GROUP
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF INCOME
1. On March 10, 1997, Kuhlman Corporation (the "Company")
purchased certain assets of the Transportation Products Group
("Kysor") of Kysor Industrial Corporation, a Michigan
corporation traded on the New York Stock Exchange. The
purchase price for Kysor was $86,000,000 in cash plus the
assumption of approximately $46,000,000 of certain
liabilities. The acquisition of Kysor will be accounted for
as a purchase and was financed from borrowings under the
Company's existing credit facility.
2. The Company and Kysor operate and report on a calendar year
basis. The unaudited pro forma combined condensed statement
of income combines the results of operations of Kuhlman for
the three months ended March 31, 1997, including the results
of Kysor from March 10, and the results of operations for
Kysor for the period January 1, 1997 through March 9, 1997.
3. The unaudited pro forma combined statement of income for the
three months ended March 31, 1997 has been prepared as if the
acquisition of Kysor 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, 1997.
4. Explanation of Pro Forma Adjustments
(a) An adjustment to general and administrative expenses of
$775,000 primarily representing general corporate
overhead and related costs of Kysor Industrial
Corporation that were allocated to Kysor during the
period January 1 through March 9, 1997 and will not
continue, partially offset by $184,000 representing the
net change in intangible amortization expense resulting
from the acquisition.
(b) An increase to reflect the incremental interest expense
associated with the carrying cost of the acquisition
debt at the Company's average borrowing rate for the
period.
(c) A decrease in taxes on income to reflect the pro forma
tax impact of the Kysor 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: May 28, 1997
