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): January 27, 1999
BORG-WARNER AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12162 13-3404508
(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 January 27, 1999, a lawsuit was filed in connection with the Agreement
and Plan of Merger (the "Merger Agreement"), dated December 17, 1998, among
Borg-Warner Automotive, Inc. ("Borg-Warner Automotive"), BWA Merger Corp.
("Merger Sub") and Kuhlman Corporation ("Kuhlman"). The lawsuit, a purported
class action entitled Alan Freberg v. Robert S. Jepson, Jr. et al., C.A. 16919
NC, was filed in the Court of Chancery of the State of Delaware, New Castle
County, naming Kuhlman, certain individual directors of Kuhlman, Borg-Warner
Automotive and Merger Sub as defendants. Plaintiff, purporting to represent the
stockholders of Kuhlman, alleges that the director defendants breached their
fiduciary duties to stockholders by, among other things, causing Kuhlman to
enter into the Merger Agreement with Borg-Warner Automotive "without making the
requisite effort to obtain the best offer possible." Plaintiff also alleges,
among other things, that the proxy statement disseminated to Kuhlman stock-
holders in connection with the Merger Agreement contained insufficient
disclosure. The complaint seeks damages and seeks to enjoin the merger or,
if the merger is completed, to obtain rescission of the merger or rescissory
damages. Plaintiff alleges that Borg-Warner Automotive aided and abetted
alleged violations by the other defendants.
Borg-Warner Automotive believes the lawsuit is without merit and intends to
defend against such allegations vigorously, if and when it is served with this
action.
<PAGE>
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 1, 1999
BORG-WARNER AUTOMOTIVE, INC.
By: /s/ Vincent M. Lichtenberger
---------------------------------
Name: Vincent M. Lichtenberger
Title: Assistant Secretary
