8-K 1 1 ============================================================================== 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 28, 1995 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 of Incorporation) 1 Skidaway Village Walk, Suite 201, 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) ============================================================================== 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Consolidated Financial Statements (unaudited) of Coleman Holding Company and Subsidiaries for the periods July 1 through December 14, 1993 and July 1 through December 31, 1992. 3 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/ Curtis G. Anderson ------------------------------------------- Curtis G. Anderson President and Chief Operating Officer Dated: March 28, 1995 4 EXHIBIT INDEX Exhibit No. Description Page 99.1 Consolidated Finanical Statements (unaudited) of Coleman Holding Company and Subsidiaries for the periods July 1 through December 14, 1993 and July 1 through December 31, 1992. EX-99.1 2 CONSOLIDATED FINANCIAL STATEMENTS (COLEMAN) 5 EXHIBIT 99.1 In connection with the Registrant's Registration Statement on Form S-4 (SEC Registration Statement No. 33-58133), the Registrant is hereby filing the following unaudited financial statements for Coleman Holding Company and Subsidiaries for the periods indicated therein: COLEMAN HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Period July 1 Period July 1 through Decem- through Decem- ber 14, 1993 ber 31, 1992 (Unaudited) (In thousands) Net sales $ 57,606 $ 56,590 Cost of goods sold 44,097 44,949 ---------- ---------- Gross profit 13,509 11,641 Selling, general and administrative expenses 9,717 9,049 ---------- ---------- Operating profit 3,792 2,592 ---------- ---------- Other expense: Interest expense (2,919) (3,199) Other, net (10) (149) ---------- ---------- Total other expense, net (2,929) (3,348) ---------- ---------- Income (loss) before taxes 863 (756) Taxes on income (loss) - 7 ---------- ---------- Net income (loss) $ 863 $ (763) ========== ==========
The Notes To Consolidated Financial Statements should be read in conjunction with these statements. 6 COLEMAN HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
Period July 1 Period July 1 through Decem- through Decem- ber 14, 1993 ber 31, 1992 (Unaudited) (In thousands) Cash Flows From Operating Activities: Net income $ 863 $ (763) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,886 1,908 Changes in operating assets and liabilities: Accounts receivable (2,245) (934) Inventories (3,001) 1,182 Prepaid expenses and other assets (118) (189) Accounts payable and accrued expenses 4,978 (2,904) ---------- ---------- Net cash provided (used) by operating activities 2,363 (1,700) ---------- ---------- Cash Used By Investing Activities: Capital expenditures (928) (483) ---------- ---------- Cash Flows From Financing Activities: Increase in long-term debt 1,599 3,559 Other (6) 6 ---------- ---------- Net cash provided by financing activities 1,593 3,565 ---------- ---------- Net increase in cash and cash equivalents 3,028 1,382 Cash and cash equivalents at beginning of the period 472 567 ---------- ---------- Cash and cash equivalents at end of the period $ 3,500 $ 1,949 ========== ========== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 2,946 $ 2,755
The Notes To Consolidated Financial Statements should be read in conjunction with these statements. 7 COLEMAN HOLDING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Periods July 1 Through December 14, 1993 and July 1 through December 31, 1992 (Unaudited) 1. On December 15, 1993, Kuhlman Corporation (the "Company") acquired all of the issued and outstanding shares of capital stock of Coleman Holding Company ("Coleman") for $8,993,000. The acquisition was accounted for as a purchase. The accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto of Coleman for the years ended June 30, 1993, 1992 and 1991, filed on the Company's Form 8-K dated as of December 15, 1993, and the audited financial statements of the Company for the years ended December 31, 1993, 1992 and 1991. 2. The consolidated statement of income and cash flows for the periods July 1 through December 14, 1993 and July 1 through December 31, 1992 have been prepared by Coleman without audit. The balance sheet of Coleman as of December 31, 1993 is included in the consolidated balance sheet of the Company as of December 31, 1993. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the results of operations and cash flows for the periods July 1 through December 14, 1993 and July 1 through December 31, 1992 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted from the accompanying financial statements. These consolidated financial statements should be read in conjunction with Coleman's financial statements and notes thereto for the years ended June 30, 1993, 1992 and 1991. The results of operations for the periods July 1 through December 14, 1993 and July 1 through December 31, 1992 are not necessarily indicative of the results to be expected for the full years 1993 and 1992, respectively. 3. Coleman adopted SFAS No. 109, "Accounting For Income Taxes," as of July 1, 1993. The effect of this accounting change did not have a material impact on Coleman's financial position as of July 1, 1993. In addition, no tax provision was required pursuant to SFAS No. 109, "Accounting for Income Taxes," for the period July 1 through December 14, 1993 due to the utilization of net operating loss carryforwards.