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):February 24, 1999
BORG-WARNER AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12162 13-3404508
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(State or Other (Commission File Number) IRS Employer
Jurisdiction of Identification
Incorporation) Number
200 South Michigan Avenue, Chicago, Illinois, 60604
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 322-8500
<PAGE>
Item 5. Other Events.
On February 24, 1999, Borg-Warner Automotive, Inc. announced
the exchange ratio for the stock portion of the acquisition of
Kuhlman Corporation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Borg-Warner Automotive, Inc. Press Release dated
February 24, 1999.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: February 24, 1999
BORG-WARNER AUTOMOTIVE, INC.
By: /s/ Vincent Lichtenberger
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Name: Vincent Lichtenberger
Title: Assistant Secretary
Immediate Release
Contact
Mary Brevard
Director, Investor Relations
& Communications
Phone: 312/322-8683
BORG-WARNER AUTOMOTIVE ANNOUNCES
EXCHANGE RATIO FOR STOCK PORTION OF KUHLMAN ACQUISITION
Chicago, Illinois, February 24, 1999 -- Borg-Warner Automotive,
Inc. (NYSE: BWA) announced that the exchange ratio for the stock
portion of its acquisition of Kuhlman Corporation (NYSE: KUH) has
been fixed at .85545, assuming that the merger is completed as
expected on March 1, 1999.
In the merger, approximately 22% of the outstanding common stock
of Kuhlman will be converted into Borg-Warner Automotive common
stock and the remaining 78% will be converted into $39.00 per
share in cash. Kuhlman shareholders have until 5:00 p.m. on
February 26, 1999 to elect to receive .85545 of a share of Borg-Warner
Automotive common stock of $39.00 in cash for each of
their Kuhlman shares, subject to proration, or to change an
election made previously. As previously announced, all
regulatory approvals necessary for the completion of the Kuhlman
acquisition have been received.
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Statements contained in this news release may contain forward-looking
statements as contemplated by the 1995 Private Securities
Litigation Reform Act that are based on management's current
expectations, estimates and projections. Words such as
"expects," "anticipates," "intends," "plans," "believes,"
"estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements. Forward-looking
statements are subject to risks and uncertainties, which
could cause actual results to differ materially from those
projected or implied in the forward-looking statements. Such
risks and uncertainties include: fluctuations in domestic or
foreign automotive production, the continued use of outside
suppliers by original equipment manufacturers, fluctuations in
demand for vehicles containing the Company's products, general
economic conditions, as well as other risks detailed in the
Company's filings with the Securities and Exchange Commission,
including the Cautionary Statements filed as Exhibit 99.1 to the
Form 10-K for the fiscal year ended December 31, 1997.
Note: Borg-Warner Automotive press releases are available on the
Internet at http://www.bwauto.com or via Company News On-Call:http://www.
prnewswire.com, or via fax, 800-758-5804, ext.
120941.
