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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER 1-7695
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KUHLMAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2058047
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
3 SKIDAWAY VILLAGE SQUARE, SAVANNAH, GEORGIA 31411
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (912) 598-7809
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $1.00 Par Value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of March 1, 1996, 13,194,151 shares of Common Stock of the Registrant
were outstanding, and the aggregate market value of the shares of Common Stock
as of such date (based on the closing price on the New York Stock Exchange) of
the Registrant held by non-affiliates (including three executive officers) was
approximately $194,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into this
Form 10-K:
Part II: Items 5-8 - Annual Report to Shareholders of the Registrant for the
year ended December 31, 1995.
Part III: Items 10-12 - Definitive Proxy Statement of the Registrant in
connection with the 1996 Annual Meeting of Stockholders.
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PART 1.
ITEM 1. BUSINESS
GENERAL
Kuhlman Corporation (the "Registrant" or "Company"), a Delaware corporation
whose predecessor company was founded in 1894, is a holding company that owns
and manages a group of operating companies. These companies are Kuhlman Electric
Corporation ("Kuhlman Electric"), Coleman Cable Systems, Inc. ("Coleman"),
Schwitzer, Inc. ("Schwitzer"), and Emtec Products Corporation ("Emtec"), and
they are organized into two business segments, Electrical Products and
Industrial Products. In the Electrical Products Segment, the Company designs,
manufactures and markets electrical utility and industrial type transformers for
various markets and industries involved in electrical distribution systems; and
manufactures and markets electronic and electrical wire and cable products for
numerous commercial, industrial and consumer uses. In the Industrial Products
Segment, the Company designs, manufactures and markets turbochargers, engine
cooling fans, fan drives and crankshaft vibration dampers used in diesel and
gasoline engines for truck, agricultural, construction and other industrial
applications; and spring products and metal stampings used by other
manufacturers in their products or production process. The executive office of
the Company is located at 3 Skidaway Village Square, Savannah, Georgia 31411.
The telephone number is (912) 598-7809.
MERGER
On May 31, 1995, a wholly-owned subsidiary of the Company merged with and
into Schwitzer. In the transaction, shares of Schwitzer common stock were
converted into shares of the Company's common stock using an exchange ratio of
0.9615 share of the Company's common stock for each share of Schwitzer's common
stock. The merger was accounted for under the pooling of interests method of
accounting.
RECENT DEVELOPMENT
On February 16, 1996, the Company, through a wholly-owned subsidiary,
completed a tender offer for the outstanding shares of Communication Cable, Inc.
("CCI"), a North Carolina corporation traded on NASDAQ. Pursuant to the
Company's offer to purchase shares of CCI for $14.00 per share, shareholders of
CCI tendered 2,291,800 shares through that date. Kuhlman previously owned
315,703 shares of CCI. As of February 21, 1996, Kuhlman owned 2,607,503 shares
or 82.2% of all CCI shares outstanding for an aggregate total cost of
approximately $35,873,000. Kuhlman expects to purchase the remaining CCI shares
outstanding as soon as practicable. The acquisition of CCI shares was funded
primarily through an increase in the Company's bank credit facility.
CCI engineers, designs and manufactures a wide variety of low voltage
electronic wire and cable products which are marketed to original equipment
manufacturers ("OEMs") and, through distributors, to a variety of end users,
principally in the United States. CCI's products include coaxial, multi-
conductor and "category" cables which are used for data, voice and video
communications by the computer and data processing industries, medical and
industrial electronics users, the U.S. Government and associated agencies, and
for satellite and other telecommunication applications. Sales and net income for
its fiscal year ended October 31, 1995 were $56,256,000 and $2,118,000,
respectively.
BUSINESS SEGMENTS
The Company is organized into two business segments: Electrical Products and
Industrial Products. The following discussion addresses the products, markets
and organization of the Company's two business segments. For financial
information relating to the Company's business segments and domestic and
international operations, see Management's Discussion and Analysis of Financial
Condition and Results of Operations on pages 19 through 23 and Note 14 of Notes
to Consolidated Financial Statements on page 38 of the Registrant's Annual
Report to Shareholders for the year ended December 31, 1995 which is
incorporated herein by reference.
1
ELECTRICAL PRODUCTS SEGMENT
The Electrical Products Segment is comprised of Kuhlman Electric and
Coleman. Demand and profitability for the segment are generally affected by the
level of domestic economic activity in the consumer, commercial and industrial
markets served. Housing starts, commercial and industrial construction,
maintenance and upgrading of established electrical systems, and electrical
usage are key indicators of demand for the segment's various electrical
products.
KUHLMAN ELECTRIC
Kuhlman Electric and its wholly-owned subsidiary, Associated Engineering
Company, manufacture and market electrical utility and industrial-type
transformers used in electrical distribution systems serving residences and
commercial and industrial buildings. These transformers range from small
instrument transformers used in the metering and switching of electricity and
pole-mounted, surface-mounted, or underground transformers serving from one to
eight residences, up to medium-size power transformers which are used in utility
substations or commercial-type electrical power centers serving shopping
centers, apartment complexes, factories and other users of electric power.
Generally, Kuhlman Electric's products are designed and built to the
requirements specified by the customer and agreed to at the time the order is
placed. Executive and administrative functions for Kuhlman Electric are
performed at its facility in Versailles, Kentucky.
The principal market for Kuhlman Electric's transformer products is electric
utility companies throughout the United States. A significant portion of the
distribution, power, and instrument transformers manufactured by Kuhlman
Electric in 1995 were marketed directly through thirteen sales professionals and
sales engineers. The balance was sold through nineteen independent commissioned
sales organizations, which employ approximately 60 salesmen and sales engineers.
COLEMAN
Coleman was acquired by the Company on December 15, 1993. Coleman
manufactures and distributes a wide range of products, including portable wiring
systems for the construction industry and OEM applications; wire for security,
heating, ventilating and air conditioning ("HVAC"), irrigation and sound
systems; and extension cords, trouble lights, booster cables and other products
for consumer, commercial and industrial markets. Coleman's products are sold
directly through twelve employee salespersons and a number of manufacturers'
representatives employing over 700 salespersons to electrical, commercial
contractor and security distributors, mass merchandisers and specialty
retailers, and various industrial and OEM users on a nationwide basis. Executive
and administrative functions for Coleman are conducted at its principal office
located in North Chicago, Illinois.
Coleman is organized into the following three business units which have been
set up primarily along basic product or distribution lines:
COLEMAN CABLE AND WIRE COMPANY. Coleman Cable and Wire Company provides a
line of flexible cords, power cables, control cables, robotics cables, diesel
locomotive cables and specialty cables used in the distribution of portable
power for construction, industrial and OEM applications. Coleman's cable and
wire products are sold to electrical distributors, wire and cable distributors,
OEMs and government agencies through its employee sales force and independent
representatives.
CORD PRODUCTS DIVISION. Coleman's Cord Products Division manufactures and
distributes a line of cord sets, trouble lights, cube taps, battery booster
cables, power supply cords, temporary outdoor lighting and ground fault
interrupters for consumer, contractor and OEM applications. Its products are
used for both home and commercial electrical needs and are sold through mass
merchandisers, hardware wholesalers, automotive retailers, warehouse clubs, home
centers, hardware chains, contractor/industrial supply houses and electrical
distributors. Also, Coleman believes that its Cord Products Division is one of
the leading providers of extension cords and battery booster cables to the
contractor supply market and nationally recognized retailers, respectively.
ELECTRONIC WIRE AND CABLE DIVISION. Coleman's Electronic Wire and Cable
Division manufactures electronic wire and cable, shielded and unshielded low
voltage control cables, fire alarm cables,
2
plenum cables, closed circuit television wire and cables, and speaker cable for
a multitude of applications used by burglar alarm, fire alarm and sound system
installers, electrical contractors, energy management specialists and OEMs. The
primary market for "Signal" trade name products is the security industry where
the Company believes that it is one of the largest manufacturers and suppliers
of security cables in the United States. Signal products are sold to security
and equipment distributors, sound contractors, wire and cable distributors,
electronic parts distributors, electrical distributors and OEMs through its
employee sales force and to a lesser extent independent sales representatives.
In addition, the Electronic Wire and Cable Division manufactures cables for
energy management, irrigation and sprinkler systems which are marketed under its
"Baron" trade name. Baron products include thermostat cables, irrigation control
cables, underground feeder cables, submersible pump cables, instrumentation
cables and machine tool wire. These products are used in a variety of
applications by HVAC installers, energy management installers, golf course
sprinkler installers, irrigation system installers, OEMs, machine tool
manufacturers and electrical contractors.
INDUSTRIAL SEGMENT
The Industrial Products Segment is comprised of Schwitzer and Emtec. Demand
and profitability in this segment are affected by economic conditions in
industrialized and developing regions of the world. Capital expenditures for
medium- and heavy-duty trucks, construction and agricultural equipment and other
industrial transportation equipment are indirect indicators of demand for the
segment's products.
SCHWITZER
Schwitzer designs, manufactures and markets technically advanced engine
components, including turbochargers, fan drives, cooling fans and crankshaft
vibration dampers, for enhancing the efficiency of non-passenger car diesel and
gasoline engines. These components improve engine performance in terms of
horsepower output, fuel efficiency, emissions and durability and are custom
designed to meet the specific engine applications of each customer. Engines
incorporating the Company's products are used in light-, medium- and heavy-duty
trucks, and in agricultural and construction equipment and other industrial
applications. Sales of turbochargers accounted for 26 percent, 25 percent, and
34 percent of the consolidated net sales of Kuhlman during 1995, 1994 and 1993,
respectively. Schwitzer believes that it is one of the world's leading
independent suppliers of turbochargers to the non-passenger car market.
Schwitzer's primary customers are the world's leading engine builders,
located primarily in North America, Western Europe, South America and Japan.
Schwitzer sells its products to OEMs and aftermarket customers through its
internal sales force and through approximately 200 independent distributors to
customers in more than 60 countries throughout the world. Schwitzer's executive
office is located in Indianapolis, Indiana and its manufacturing locations
include operations in the United States, England and Brazil.
EMTEC
Emtec manufactures and markets a variety of coiled and flat springs, spring
assemblies and stampings used in automobiles, business machines and appliances,
spring sub-assemblies used in automobile transmissions and brake systems and a
spring sub-assembly used in cellular phones. Emtec also manufactures and
distributes marine hardware. Most of these products are custom-designed to
customer's requirements. The principal market for Emtec's springs, spring
assembly products and stampings is the automotive industry. These products are
sold through two employee salesmen and eleven independent commissioned sales
organizations. The market area is predominately the midwest United States,
although many of these products are utilized nationally and in Canada. Emtec's
principal office is located in Coldwater, Michigan.
3
COMPETITION
The Company experiences substantial competition in each of its business
segments. The Company has numerous competitors, some of which have substantially
greater financial and technical resources than the Company and include some of
the world's largest business enterprises. The Company believes that it competes
primarily on the basis of product quality, product innovation, service and
price.
CUSTOMERS; SEASONALITY
During 1995, 1994 and 1993, various purchasing units of Caterpillar, Inc.
accounted for 10%, 11% and 15%, respectively, of the consolidated net sales of
Kuhlman. The Company's net sales are not seasonal to any significant extent;
however, net sales are generally related to economic activity.
RAW MATERIALS AND SUPPLIES
The principal raw materials required by the Electrical Products Segment are
steel, copper, aluminum, various insulating materials and polymers. Copper,
which is the Electrical Products Segment's single largest raw material, is
generally purchased in either extruded or rod form from a number of major
domestic producers. Pricing is typically based upon announced prices of the New
York Commodity Exchange, Inc. ("COMEX") for high grade copper, plus a negotiated
premium. The principal raw materials used in the Industrial Products Segment are
nickel, aluminum, cast iron and steel. Although castings used in the manufacture
of specialized turbines for turbochargers are available from only a few
suppliers worldwide, the Company has experienced no difficulties in obtaining
adequate supplies to meet its manufacturing needs.
Raw materials purchased by the Company are generally available from numerous
independent sources at competitive prices, and are obtained principally from
domestic suppliers. Management anticipates no significant difficulty in filling
its raw material requirements. However, it is possible that because of the
Company's increasing focus on "lean manufacturing", which incorporates "just-
in-time" supplier-customer delivery methods with fewer suppliers, the risk of
difficulties in obtaining raw materials may increase from time to time.
PATENTS, TRADEMARKS AND LICENSES
The Company owns and/or licenses a number of patents and patent
applications, and registered and unregistered trademarks which are valuable to
its business. Such patents, licenses and trademarks are not considered material
to the business of the Company as a whole.
BACKLOG
An order is included as part of the Company's backlog once a firm delivery
date has been received from the customer. The Company does not include in its
backlog orders which do not have a firm delivery date.
The following table sets forth backlog orders which the Company believes to
be firm as of the dates indicated although orders generally may be cancelled by
customers without penalty:
AT DECEMBER 31
----------------------
1995 1994
----------- ---------
(IN THOUSANDS)
Electrical Products Segment.................................................... $ 40,891 $ 27,151
Industrial Products Segment.................................................... 60,409 60,300
----------- ---------
$ 101,300 $ 87,451
----------- ---------
----------- ---------
At December 31, 1995, substantially all of the Company's backlog orders were
expected to be completed by December 31, 1996.
4
ENGINEERING AND PRODUCT DEVELOPMENT
Kuhlman Corporation is continually seeking to improve existing products and
apply and enhance technologies for new products. Engineering expenses include
activities associated with product development, the application of products to
specific customer needs, and ongoing efforts to refine and enhance existing
products. These costs are expensed as incurred and totaled approximately
$6,745,000, $7,574,000 and $6,632,000 in 1995, 1994 and 1993, respectively.
ENVIRONMENTAL
In 1994, the Company recorded a charge of $1,400,000 for voluntary
environmental remediation activities at Schwitzer's Rolla, Missouri facility
which was closed in 1992. During 1995, the Company completed the environmental
remediation program and sold the Rolla, Missouri facility in the second quarter.
To the best of the Company's knowledge, it is in substantial compliance with
all federal, state and local environmental protection provisions, and believes
these provisions should not materially affect capital expenditures, earnings or
the Company's competitive position. However, legal and regulatory requirements
in those areas have been increasing, and there can be no assurance that
significant costs and liabilities will not be incurred for currently unknown or
future exposures or new regulatory developments.
EMPLOYEES
As of December 31, 1995 and 1994, the Company employed 2,284 and 2,375
persons, respectively, approximately 969 of whom are currently subject to
collective bargaining agreements. The Company considers relations with its
employees to be satisfactory.
ITEM 2. PROPERTIES
As of December 31, 1995, the Company operated thirteen manufacturing plants,
including two foreign plants. The eleven domestic plants are located in the
states of California, Georgia, Illinois, Kentucky, Michigan, Mississippi, North
Carolina and Ohio. Of these manufacturing plants, five are owned and six are
leased. The Company's Industrial Products Segment operates two foreign
manufacturing plants, both of which are owned, located in England and Brazil. A
subsidiary in the Industrial Products Segment also operates a research and
development facility in Indianapolis, Indiana. The plant and equipment of
certain subsidiaries are encumbered by the security interest granted in
connection with the issuance of certain long-term debt obligations.
Substantially all of the remaining plant and equipment is encumbered by the
interest granted to participating commercial banks under the Company's Credit
Agreement, dated December 15, 1993, as subsequently amended. In the opinion of
the Company, its properties have been well maintained and are in proper
condition necessary to operate at present levels. A summary of floor space of
the principal facilities by business segment at December 31, 1995 is as follows:
MANUFACTURING OFFICE
(1)(2) (1) WAREHOUSING
-------------------- -------------------- --------------------
OWNED LEASED OWNED LEASED OWNED LEASED TOTAL
-------- --------- -------- --------- -------- --------- --------
(IN THOUSANDS OF SQUARE FEET)
Electrical.......... 399 423 -- 56 15 220 1,113
Industrial.......... 405 135 85 17 5 6 653
Corporate........... -- -- 16 -- -- -- 16
--
--- --- --- --- --- --------
804 558 101 73 20 226 1,782
--
--
--- --- --- --- --- --------
--- --- --- --- --- --------
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(1) Includes 64,000 and 63,000 square foot plants in England and Brazil,
respectively.
(2) Excludes a 110,000 square foot plant in North Carolina and a 25,000 square
foot plant in Michigan which are not currently being utilized.
5
ITEM 3. LEGAL PROCEEDINGS
The Company, from time to time, is subject to legal claims and other matters
relating to the conduct of its business. In the opinion of management, the
ultimate disposition of such matters presently outstanding will not have a
materially adverse effect upon the Company's consolidated financial position or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the executive officers
of the Registrant:
OFFICER OF
KUHLMAN
NAME AGE SINCE POSITION
- ----------------------------------- --- ---------- --------------------------------------------------
Robert S. Jepson, Jr............... 53 1993 Chairman of the Board, Chief Executive Officer and
Director
Curtis G. Anderson................. 54 1994 President, Chief Operating Officer and Director
Gary G. Dillon..................... 61 1995 Chairman, President and Chief Executive Officer of
Schwitzer, Inc. and Director
Vernon J. Nagel.................... 38 1993 Executive Vice President of Finance, Chief
Financial Officer and Treasurer
Richard A. Walker.................. 44 1984 Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary
John Zvolensky, Jr................. 54 1995 President and Chief Executive Officer of Kuhlman
Electric Corporation
Officers of the Registrant are elected each year at the Annual Meeting of
the Board of Directors to serve for the ensuing year or until their successors
are elected and qualified.
Mr. Jepson, who was elected President and Chief Executive Officer of the
Registrant on February 10, 1993, and Chairman of the Board on June 9, 1993,
founded and was Chairman and Chief Executive Officer of The Jepson Corporation
from 1983 until its sale in 1989. The Jepson Corporation was a diversified
manufacturing company listed on the New York Stock Exchange. Immediately
preceding his election as President and Chief Executive Officer of the
Registrant, Mr. Jepson was, and is currently, Chairman and Chief Executive
Officer of Jepson Associates, Inc., a private investment company.
Mr. Anderson, who was elected President and Chief Operating Officer of the
Company on April 26, 1994, and a director on September 8, 1993, founded and has
been, since 1986, Chairman of Anderson Capital Corporation, a private investment
company. Prior thereto, he spent 19 years in corporate and investment banking,
including 14 years with Citibank and five years with The First National Bank of
Chicago where he served as Executive Vice President, Head of Financial Products
Department.
Mr. Dillon has served as Director since June 1, 1995. Mr. Dillon has served
as Chairman, President and Chief Executive Officer of Schwitzer, Inc. since
June, 1991, and served as President and Chief Executive Officer since April
1989. Prior thereto, he served as President and Chief Executive Officer of
Household Manufacturing, Inc.
6
Mr. Nagel joined the Company on April 5, 1993 and was elected Vice President
of Finance, Chief Financial Officer and Treasurer of the Company on June 9, 1993
and Executive Vice President of Finance on February 22, 1994. He was the Vice
President of Finance, Chief Financial Officer and Secretary of Stericycle, Inc.
(medical waste management) from 1990 until 1993. Prior thereto, Mr. Nagel served
as a Vice President of The Jepson Corporation from 1985 until 1990, including
Chief Financial Officer from 1989 until 1990 and Controller from 1986 until
1989.
Mr. Walker has served as an Executive Vice President or similar position
with the Company since 1991. From 1984 until 1991, Mr. Walker served as Vice
President, General Counsel and Secretary of the Company. Prior thereto, Mr.
Walker was a partner in the law firm of Harness, Dickey & Pierce.
Mr. Zvolensky has served as President and Chief Executive Officer of Kuhlman
Electric since July 31, 1995. From July 1994 until joining Kuhlman Electric he
was General Manager and Chief Operating Officer of the Greater Cleveland Growth
Association. From January 1992 to September 1993 he served as President of WCI
Cabinet Group (a manufacturer of kitchen and bath cabinets), a division of White
Consolidated Industries. From 1987 to 1991, he was President and Chief Executive
Officer of Emerson Quiet Kool, a manufacturer of room air conditioners.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Information with respect to the principal market for the Registrant's common
stock, the high and low sales prices of such common stock and dividends paid
with respect thereto, and the approximate number of holders of record of such
common stock is incorporated herein by reference to the information contained
under the caption "Common Stock Price Ranges" on page 42 of the Registrant's
Annual Report to Shareholders for the year ended December 31, 1995.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to selected financial data for the Registrant is
incorporated herein by reference to information set forth under the caption
"Five-Year Selected Financial Data" on page 18 of the Registrant's Annual Report
to Shareholders for the year ended December 31, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 19 through
23 of the Registrant's Annual Report to Shareholders for the year ended December
31, 1995 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained under the captions "Consolidated Statements of
Income," "Consolidated Balance Sheets," "Consolidated Statements of Cash Flows,"
"Consolidated Statements of Shareholders' Equity," "Report of Independent Public
Accountants" and "Notes to Consolidated Financial Statements" on pages 24
through 40 of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1995, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to the directors of the Registrant is incorporated
herein by reference to the information contained under the captions "Election of
Kuhlman Directors" and "Information Regarding Kuhlman Directors, Nominees for
Directors of Kuhlman and Executive Officers" of the Registrant's definitive
Proxy Statement for the 1996 Annual Meeting of Shareholders.
Information with respect to executive officers of the Registrant is included
in Item 1, Part I hereof under the caption "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to Executive Compensation is incorporated herein by
reference to the information contained under the caption "Executive
Compensation" of the Registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to Security Ownership of Certain Beneficial Owners
and Management is incorporated herein by reference to the information contained
under the caption "Principal Stockholders and Beneficial Ownership of Management
of Kuhlman" of the Registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to Certain Relationships and Related Transactions
is incorporated herein by reference to the information contained under the
caption "Related Transactions" of the Registrant's definitive Proxy Statement
for the 1996 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
The following consolidated financial statements of Kuhlman Corporation
and subsidiaries included in the Kuhlman Corporation 1995 Annual Report to
its shareholders for the year ended December 31, 1995, are incorporated
herein by reference:
Consolidated Statements of Income for each of the three years in
the period ended December 31, 1995.
Consolidated Balance Sheets -- December 31, 1995 and 1994.
Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1995.
Consolidated Statements of Shareholders' Equity for each of the
three years in the period ended December 31, 1995.
Notes to Consolidated Financial Statements.
The financial statement schedule listed below for each of the three years in
the period ended December 31, 1995 is submitted herewith together with the
report and consent of independent public accountants.
2. Supplemental Schedule to Consolidated Financial Statements
8
The information required to be submitted in Schedule II is included in the
consolidated financial statements and notes and supplemental schedules thereto.
Schedules other than that referred to above are omitted as not applicable or not
required, or the required information is shown in the financial statements or
notes thereto.
3. Exhibits
2.1 Agreement and Plan of Merger by and between Kuhlman
Corporation, Spinner Acquisition Corp. and Schwitzer, Inc.
(incorporated by reference to Exhibit 2.1 to Registration
Statement No. 33-58133).
2.2 Tender Offer Statement by the Registrant to Communication
Cable, Inc. (incorporated by reference to Schedule 14D-1
filed by the Registrant on November 29, 1995).
2.3 Stock Option Agreement by and between the Registrant,
Kuhlman Acquisition Corp. and James R. Fore (incorporated
by reference to Exhibit (c) (1) to Schedule 14D-1 filed by
the Registrant on November 29, 1995).
3.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 1 to the Registrant's Form 10-Q for
the quarter ended June 30, 1993).
3.2 Certificate of Amendment of Certificate of Incorporation of
the Registrant dated May 31, 1995 (incorporated by
reference to Exhibit 3.1 to Registration Statement No.
33-58133).
3.3 Certificate of the Voting Powers, Designations, Preferences,
and Relative, Participating, Optional, or Other Special
Rights, and the Qualifications, Limitations, or Other
Restrictions thereof of the Junior Participating Preferred
Stock, Series A of Kuhlman Corporation dated May 31, 1995.
3.4 By-laws of Registrant (incorporated by reference to Exhibit
3b to the Registrant's Form 10-K for the year ended
December 31, 1993).
10.1 1983 Incentive Stock Option Plan of the Registrant
(incorporated by reference to Exhibit 10b to the
Registrant's Form 10-K for the year ended December 31,
1983).
10.2 Amended 1986 Stock Option Plan of the Registrant
(incorporated by reference to Exhibit 10.3 to the
Registrant's Form 10-K for the year ended December 31,
1994).
10.3 Stock Option Plan for Non-Employee Directors (incorporated
by reference to Exhibit 10e to the Registrant's Form 10-K
for the year ended December 31, 1988).
10.4 Non-Employee Directors Stock Plan (incorporated by reference
to Exhibit 4 to the Registrant's Form 10-Q for the quarter
ended June 30, 1993).
10.5 Credit Agreement dated December 15, 1993 by and among the
Registrant, NationsBank of Georgia, N.A. and The Chase
Manhattan Bank, N.A. (incorporated by reference to Exhibit
10b to the Registrant's Form 8-K dated December 15, 1993).
10.6 First Amendment to Credit Agreement dated March 29, 1994
among the Registrant, NationsBank of Georgia, N.A. and The
Chase Manhattan Bank, N.A. (incorporated by reference to
Exhibit 10.2 to Registration Statement No. 33-58133).
10.7 Second Amendment to Credit Agreement dated March 30, 1994
among the Registrant, NationsBank of Georgia, N.A. and The
Chase Manhattan Bank, N.A. as Managing Agents (incorporated
by reference to Exhibit 10.3 to Registration Statement No.
33-58133).
10.8 Third Amendment to Credit Agreement dated December 31, 1994
among the Registrant, NationsBank of Georgia, N.A. and The
Chase Manhattan Bank, N.A. as Managing Agents (incorporated
by reference to Exhibit 10.4 to Registration Statement No.
33-58133).
9
10.9 1994 Stock Appreciation Rights Plan (incorporated by
reference to Exhibit 10.6 to the Registrant's Form 10-K for
the year ended December 31, 1994).
10.10 Fourth Amendment to Credit Agreement dated June 29, 1995
among the Registrant, NationsBank of Georgia, N.A. and the
Chase Manhattan Bank, N.A. as Managing Agents (incorporated
by reference to Exhibit 4.1 to the Registrant's Form 10-Q
for the quarter ended June 30, 1995).
10.11 1994 Stock Option Plan (Incorporated by reference to Exhibit
10.11 to Registration Statement No. 33-58133).
10.12 Schwitzer, Inc. Long-Term Executive Incentive Compensation
Plan, as amended (Incorporated by reference to Exhibit 4.3
to Registration Statement No. 33-61255).
13.0 Portions of Annual Report to Shareholders of the Registrant
for the year ended December 31, 1995 appearing under the
captions "Five-Year Selected Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results
of Operations," "Consolidated Statements of Income,"
"Consolidated Balance Sheets," "Consolidated Statements of
Cash Flows," "Consolidated Statements of Shareholders'
Equity," "Report of Independent Public Accountants," "Notes
to Consolidated Financial Statements" and "Common Stock
Price Ranges."
22.0 Subsidiaries of the Registrant.
23.0 Consent of Independent Public Accountants.
24.0 Power of Attorney.
27.0 Financial Data Schedule.
- ------------------------
(b) No current reports on Form 8-K were filed during the quarter ended
December 31, 1995.
(c) See Item 14(a)(3) above.
(d) See Item 14(a)(2) above.
10
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in the Kuhlman Corporation 1995
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 6, 1996 (except with respect to
the matter discussed in Note 17 to the consolidated financial statements, as to
which the date is February 21, 1996). Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The supplemental
schedule to consolidated financial statements listed in the preceding index is
the responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Louisville, Kentucky
February 6, 1996 (Except with respect to the matter discussed in Note 17 to the
consolidated financial statements, as to which the date is February 21, 1996.)
11
KUHLMAN CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------------------------ ----------- ----------- --------------- -----------
BALANCE AT BALANCE AT
BEGINNING END OF
DESCRIPTION OF PERIOD ADDITIONS WRITE-OFFS, NET PERIOD
- ------------------------------------------------------ ----------- ----------- --------------- -----------
VALUATION AND QUALIFYING ACCOUNTS FROM
ASSETS IN CONSOLIDATED BALANCE SHEETS --
DOUBTFUL ACCOUNTS --
Year Ended December 31, 1995 $ 990 1,211 (759) $ 1,442
Year Ended December 31, 1994 $ 900 250 (160) $ 990
Year Ended December 31, 1993 $ 933 201 (234) $ 900
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
KUHLMAN CORPORATION
Date: March 27, 1996
By: /s/ ROBERT S. JEPSON, JR.
-----------------------------------
Robert S. Jepson, Jr.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
NAME TITLE DATE
- -------------------------------------------------- ------------------------- ----------------
ROBERT S. JEPSON, JR.* Chairman of the Board and March 27, 1996
---------------------------------------- Chief Executive Officer
(Principal Executive
Officer)
and Director
VERNON J. NAGEL* Executive Vice President March 27, 1996
---------------------------------------- of Finance, Chief
Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
CURTIS G. ANDERSON* President, Chief March 27, 1996
---------------------------------------- Operating
Officer and Director
WILLIAM E. BURCH* Director March 27, 1996
----------------------------------------
STEVE CENKO* Director March 27, 1996
----------------------------------------
GARY G. DILLON* Director March 27, 1996
----------------------------------------
ALEXANDER W. DREYFOOS, JR.* Director March 27, 1996
----------------------------------------
WILLIAM M. KEARNS, JR.* Director March 27, 1996
----------------------------------------
ROBERT D. KILPATRICK* Director March 27, 1996
----------------------------------------
JOHN L. MARCELLUS, JR.* Director March 27, 1996
----------------------------------------
GEORGE J. MICHEL, JR.* Director March 27, 1996
----------------------------------------
GENERAL H. NORMAN SCHWARZKOPF* Director March 27, 1996
----------------------------------------
*By /s/ ROBERT S. JEPSON, JR. Individually and as March 27, 1996
------------------------------------- Attorney-in-Fact
Robert S. Jepson, Jr.
13