SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 10,
1997
KUHLMAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-7695 58-2058047
(State or other (Commission File Number) (IRS Employer Identification
No.)
Jurisdiction or
Incorporation)
3 SKIDAWAY VILLAGE SQUARE, SAVANNAH, GEORGIA 31411
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (912) 598-7809
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 10, 1997 (the "Closing Date"), Kuhlman
Corporation (the "Company"), through Transpro Group, Inc.,
a Delaware corporation and an indirect wholly-owned
subsidiary of the Company ("Transpro"), acquired
substantially all of the assets (the "Purchased Assets") of
the Transportation Products Group ("TPG") of Kysor
Industrial Corporation, a Michigan corporation ("Kysor").
Pursuant to an Asset Purchase Agreement (the "Purchase
Agreement") among the Company, Transpro, Kysor, and certain
subsidiaries of Kysor dated as of February 2, 1997, Kuhlman
acquired the Purchased Assets (the "Acquisition") for a
purchase price of $86,000,000 in cash plus the assumption
of certain liabilities which approximate $20,000,000 (in
the aggregate, the "Purchase Price").
The cash portion of the Purchase Price was financed
from borrowings under the Company's 364-day $125 million
credit facility pursuant to its credit agreement, as
amended and restated, dated July 1, 1996, among the
Company, The Chase Manhattan Bank, N.A., as administrative
agent, and the participating lenders (the "Credit
Agreement").
In negotiating the Purchase Price, the Company
considered, among other things, TPG's net worth, current
and projected earnings and cash flow, and expected
potential for growth and market development.
TPG manufactures and distributes a wide array of
proprietary products, including fans and fan drives, gauges
and measuring devices, HVAC systems and fuel tanks, which
are used to serve commercial transportation, construction,
agriculture, marine and other industrial markets. The
Purchased Assets include certain current assets, inventory,
equipment, real property, real property leases and related
improvements, contracts, intellectual property, records,
permits and licenses, intangible property, insurance
policies and all of the issued and outstanding capital
stock of certain foreign subsidiaries of Kysor. The
Company intends to operate TPG in a manner consistent with
the Company's other operations in order to maximize growth
in sales, earnings and shareholder value.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA Financial
Information and Exhibits.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The Registrant intends to file an amendment
to this report containing the required
financial information for TPG as soon as
practicable, but in no event later than
sixty days after the filing of this report.
(B) PRO FORMA FINANCIAL INFORMATION
The Registrant intends to file an amendment
to this report containing the required PRO
FORMA financial information for TPG as soon
as practicable, but in no event later than
sixty days after the filing of this report.
(C) EXHIBITS
(10)(a) Asset Purchase Agreement among Kuhlman
Corporation, Transpro Group, Inc., Kysor
Industrial Corporation, and certain
subsidiaries of Kysor Industrial
Corporation dated as of February 2, 1997
[Incorporated by reference to Exhibit 2 to
Schedule 14D-9 of Kysor Industrial
Corporation dated February 7, 1997 (SEC
File No. 1-8973)].
(10)(b) Sixth Amendment to Credit Agreement dated
July 1, 1996, among Kuhlman Corporation,
The Chase Manhattan Bank, N.A., as
Administrative Agent, and the participating
lenders [Incorporated by reference to
Exhibit 10.1 to Form 10-Q for the Quarter
Ended September 30, 1996 of Kuhlman
Corporation (SEC File No. 1-7695)].
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.
KUHLMAN CORPORATION
(Registrant)
By: /S/ ROBERT S. JEPSON, JR.
Robert S. Jepson, Jr.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Dated: March 25, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE*
NO.
(10)(a) Asset Purchase Agreement among
Kuhlman Corporation, Transpro Group,
Inc., Kysor Industrial Corporation,
and certain subsidiaries of Kysor
Industrial Corporation dated as of
February 2, 1997 [Incorporated by
reference to Exhibit 2 to
Schedule 14D-9 of Kysor Industrial
Corporation dated February 7, 1997
(SEC File No. 1-8973)].
(10)(b) Sixth Amendment to Credit Agreement
dated July 1, 1996, among Kuhlman
Corporation, The Chase Manhattan
Bank, N.A., as Administrative Agent,
and the participating lenders
[Incorporated by reference to
Exhibit 10.1 to Form 10-Q for the
Quarter Ended September 30, 1996 of
Kuhlman Corporation (SEC File
No. 1-7695)].
* Included only in manually-signed original.