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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):
February 12, 1999 (February 11, 1999)
KUHLMAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7695 58-2058047
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3 SKIDAWAY VILLAGE SQUARE, 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)
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ITEM 5. OTHER EVENTS.
On February 11, 1999, Kuhlman Corporation, a Delaware corporation
("Kuhlman"), issued a press release announcing its earnings and operating
results for the fourth quarter and fiscal year ended December 31, 1998.
Kuhlman's press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Certain statements contained in this report, which can be identified by
the use of forward-looking terminology such as "proposed" and "will", or the
negative thereof or other variations thereon or comparable terminology,
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe harbors created
thereby. These statements should be considered as subject to the many risks and
uncertainties that exist in the Company's operations and business environment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
99.1 Press Release, dated February 11, 1999, issued by Kuhlman
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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.
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Robert S. Jepson, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: February 12, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
99.1 Press Release, dated February 11, 1999, issued by Kuhlman
E-1
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EXHIBIT 99.1
[KUHLMAN LOGO] NEWS RELEASE
For Immediate Release: February 11, 1999
KUHLMAN ANNOUNCES RECORD 1998 RESULTS
Kuhlman Corporation (NYSE: KUH) today announced record results for 1998. The
Company reported net income of $38,283,000 for the year ended December 31, 1998
compared to $27,929,000 in 1997, an increase of 37%. Earnings per share were
$2.20 in 1998 compared to $1.75 in 1997, an increase of 26%. Operating profit
in 1998 reached a historical high of $71,454,000, or 9.4% of net sales,
compared to $57,148,000, or 8.9% of net sales, posted in the year-ago period.
Net sales for 1998 were $762,024,000 compared to $643,440,000 for 1997, an
increase of 18%. The Company's record setting results in 1998 were due
primarily to positive gains made by the Company in its major markets, margin
improvement in key product lines, and the addition of Snyder Tank Corporation,
which was acquired by the Company in November 1997.
Similarly, the Company posted record quarterly results for the fourth quarter
of 1998. Net income for the fourth quarter was $9,707,000 compared to $8,565,000
in the year-ago period, an increase of 13%. Earnings per share were $0.56 in
the fourth quarter of 1998 compared to $0.50 one year earlier, an increase of
12%. Net sales in the fourth quarter of 1998 increased 9% to $190,924,000 from
$174,707,000 reported in the year-ago period.
Robert S. Jepson, Jr., Chairman and Chief Executive Officer, stated that, "We
are pleased to report to our shareholders that the Company again achieved
record operating results for both the year and quarter just ended. The positive
performance was due to the many achievements and strong operating momentum
within each of our business segments."
On December 18, 1998, Kuhlman Corporation and Borg-Warner Automotive, Inc.
(NYSE:BWA) announced that they had signed a definitive merger agreement
providing for the acquisition of Kuhlman by Borg-Warner Automotive for $39.00
per share in cash and stock of Borg-Warner Automotive. In the transaction,
Borg-Warner Automotive will be issuing $150 million worth of its stock to
Kuhlman shareholders. The acquisition is subject to certain customary closing
conditions including the approval of the shareholders of Kuhlman. It is
anticipated that the transaction will close on March 1, 1999.
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Following are the comparative results for the three months and years ended
December 31, 1998 and December 31, 1997:
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31 December 31
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales............................................................ $190,924 $174,707 $762,024 $643,440
Cost of goods sold................................................... 145,642 133,877 585,273 495,220
-------- -------- -------- --------
Gross profit......................................................... 45,282 40,830 176,751 148,220
Selling, engineering, general and administrative expenses............ 27,201 24,402 105,297 91,072
-------- -------- -------- --------
Operating profit..................................................... 18,081 16,428 71,454 57,148
-------- -------- -------- --------
Other income (expense):
Interest expense, net.............................................. (1,496) (1,789) (6,860) (8,637)
Other, net......................................................... (670) (669) (1,976) (2,009)
-------- -------- -------- --------
Total other income (expense), net.............................. (2,166) (2,458) (8,836) (10,646)
-------- -------- -------- --------
Income before taxes.................................................. 15,915 13,970 62,618 46,502
Taxes on income...................................................... 6,208 5,405 24,335 18,573
-------- -------- -------- --------
Net income........................................................... $ 9,707 $ 8,565 $ 38,283 $ 27,929
======== ======== ======== ========
Per share amounts:
Net income - basic................................................. $ 0.57 $ 0.52 $ 2.28 $ 1.84
======== ======== ======== ========
Net income - diluted............................................... $ 0.56 $ 0.50 $ 2.20 $ 1.75
======== ======== ======== ========
Average shares outstanding:
Basic.............................................................. 16,997 16,512 16,786 15,160
======== ======== ======== ========
Diluted............................................................ 17,363 17,291 17,422 15,928
======== ======== ======== ========
</TABLE>
Kuhlman Corporation is a diversified industrial manufacturing company
operating in three business segments: 1) Electrical Transformers - which
manufactures power, distribution and instrument transformers for electrical
utilities and industrial users; 2) Wire and Cable Products - which
manufactures electrical and electronic wire and cable products for use in
consumer, commercial and industrial applications; and 3) Industrial
Products - which manufactures proprietary engine components, fuel tanks and
other products used on light, medium and heavy-duty trucks, and for
construction, agricultural, mining, power generation and marine equipment.
This press release contains forward looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected. Forward looking statements are necessarily subject to
change upon the occurrence of events that may affect business.
For further information, contact: Investor Relations
Kuhlman Corporation
3 Skidaway Village Square
Savannah, Georgia 31411
Telephone (912) 598-7809
