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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): May 31, 1995
SCHWITZER, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 110183 35-1764400
(State or other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction or
Incorporation)
BREVARD ROAD, P.O. BOX 15075, ASHEVILLE, NORTH CAROLINA 28813
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (704) 684-4102
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
The Company announced on May 31, 1995 that its previously announced
merger with and into a wholly-owned subsidiary of Kuhlman Corporation, a New
York Stock Exchange listed company, had become effective, following approval by
the stockholders of both companies at their annual meetings held on May 31,
1995.
The Company also announced the redemption, effective May 31, 1995, of
all of the outstanding common stock purchase rights issued pursuant to a Rights
Agreement dated April 14, 1989 for a redemption price of $0.01 per right.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
(99) Press release of Schwitzer, Inc. dated May 31, 1995.
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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.
SCHWITZER, INC.
(Registrant)
By: /s/ Gary G. Dillon
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Gary G. Dillon
Chairman, President
Chief Executive Officer
Dated: May 31, 1995
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EXHIBIT INDEX
Exhibit No. Description
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(99) Press release of Schwitzer, Inc.
dated May 31, 1995.
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May 31, 1995
SCHWITZER, INC. COMPLETES MERGER
WITH KUHLMAN CORPORATION AND REDEEMS RIGHTS
Schwitzer, Inc. (NYSE:SCZ) today announced that its previously
announced merger with and into a wholly-owned subsidiary of Kuhlman Corporation,
a New York Stock Exchange listed company, has become effective, following
approval by the stockholders of both companies at their annual meetings held
earlier today.
Transmittal materials, including a Letter of Transmittal, for use in
exchanging certificates evidencing Schwitzer Common Stock for certificates
evidencing Kuhlman Common Stock will be mailed to Schwitzer stockholders as
promptly as practicable.
Schwitzer also announced the redemption, effective May 31, 1995, of
all of the outstanding common stock purchase rights issued pursuant to a Rights
Agreement dated April 14, 1989 for a redemption price of $0.01 per right.
Schwitzer, Inc. is engaged in the design, manufacture and marketing of
industrial products, including turbochargers, fan drives, cooling fans and
crankshaft vibration dampers, for enhancing the efficiency of diesel and
gasoline engines. Kuhlman Corporation is a holding company involved in the
manufacturing of electrical and electronic wire and cable products;
distribution, power and instrument transformers; and spring products.
For further information, contact:
Schwitzer, Inc.
Highway 191
Brevard Road, P.O. Box 15075
Asheville, North Carolina 28813
(704) 684-4014
