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): March 1, 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 IRS Employer
Jurisdiction of Number) 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
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Item 5. Other Events.
On March 1, 1999, Borg-Warner Automotive, Inc. issued a press release
announcing the completion of its acquisition of Kuhlman Corporation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Borg-Warner Automotive, Inc. Press Release dated March 1, 1999.
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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: March 1, 1999
BORG-WARNER AUTOMOTIVE, INC.
By: /s/ Vincent Lichtenberger
Name: Vincent Lichtenberger
Title: Assistant Secretary
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EXHIBIT 99.1
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IMMEDIATE RELEASE
CONTACT
Mary Brevard
Phone: 312/322-8683
BORG-WARNER AUTOMOTIVE ACQUIRES KUHLMAN CORPORATION;
GLOBALIZES TURBOCHARGER BUSINESS
Chicago, Illinois, March 1, 1999 -- Borg-Warner Automotive, Inc. (NYSE: BWA)
today announced that it has completed the acquisition of Kuhlman Corporation
(NYSE: KUH), a leading supplier of turbochargers and other highly engineered
components for commercial vehicles, for $39 per share, or approximately $680
million.
The merger transaction included both cash and approximately $150
million, or about 3.3 million shares, of BWA stock and the assumption of debt.
Significant synergies are anticipated and the transaction is expected to be
accretive in 1999.
"Engine technology is driving our growth and the acquisition of Kuhlman
firmly positions us to capitalize on changing technology worldwide," said John
F. Fiedler, chairman and chief executive officer. "With our expertise in
automotive engine systems and Kuhlman's presence in commercial vehicles, this
purchase significantly strengthens BWA's growth platform, expands our customer
base and enhances our ability to outpace vehicle industry growth in both sales
and earnings. We expect our engine components and systems businesses to increase
to almost half of our anticipated $2.5 billion combined worldwide sales in 1999.
The move to direct injected and overhead cam engines, fueled by concerns for air
quality, fuel economy and performance, makes engine systems our fastest growing
business."
The terms of the merger allowed Kuhlman shareholders to elect, subject
to proration, to receive either $39 in cash or .85545 of a share of Borg-Warner
Automotive common stock for each share of Kuhlman common stock. Based on
preliminary information from the exchange agent, the cash portion of the merger
was over-subscribed. Accordingly, approximately 400,000 of the 14 million
Kuhlman shares for which a cash election was made will be converted into
Borg-Warner Automotive stock.
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Borg-Warner Automotive Completes Kuhlman Corporation Acquisition - Page 2
Kuhlman Corporation's Schwitzer Group represented about $460 million or
60% of 1998 revenue of $762 million. The largest part of the group is
turbochargers, followed by fuel systems, cooling systems and HVAC. Customers
include major original equipment commercial vehicle makers in North America and
Europe. The group employs about 2,600 people in 18 facilities in 4 countries.
With the acquisition of Kuhlman Corporation, Borg-Warner Automotive
will combine Kuhlman's Schwitzer Group's turbocharger and cooling systems
business with its 3K-Warner turbocharger business in Europe. BWA Turbo Systems
will report to Ronald Ruzic, group president. Reporting to Ruzic will be Tim
Campbell, president and general manager of BWA Turbo Systems, and Karl Walther,
assistant to the group president. Walther headed 3K-Warner and Campbell had been
president of the Schwitzer Group. Kuhlman's Kysor/Snyder fuel tank business,
headed by Jim Christians, general manager, will report to Gary Fukayama, group
president.
BWA Chairman John Fiedler noted that Kuhlman's $300 million electrical
transformer and wire and cable businesses are outside BWA's strategic focus and
are expected to be sold in the near future. Morgan Stanley Dean Witter has been
retained to facilitate the sale.
Kuhlman's corporate headquarters in Savannah, Georgia will be closed
immediately.
Chicago-based Borg-Warner Automotive, Inc. is a product leader in
highly engineered components and systems primarily for vehicle powertrain
applications. The company operates manufacturing facilities in 12 countries
serving North America, Europe and Asia. Customers include Ford,
Daimler-Chrysler, General Motors, Toyota, and VW.
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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.
