Kaman Corporation Announces Further Development Concerning Proposed Recapitalization
July 22 2005 - 3:30PM
PR Newswire (US)
Kaman Corporation Announces Further Development Concerning Proposed
Recapitalization BLOOMFIELD, Conn., July 22 /PRNewswire-FirstCall/
-- In connection with the recapitalization agreement between Kaman
Corporation (NASDAQ:KAMNA) and members of the Kaman family that was
previously announced on June 7, 2005, the company reported today
that an arbiter has determined that the previously disclosed
agreement between Mason Capital Management ("Mason") and the Kaman
family constitutes a "qualifying alternative transaction" under the
recapitalization agreement and the Kaman family has complied with
all the conditions necessary to pursue the alternative transaction
with Mason, the closing of which would terminate the
recapitalization agreement. Pursuant to the recapitalization
agreement, the Company has five business days to determine whether
or not to submit a "substitute recapitalization proposal" to its
shareholders. A "substitute recapitalization proposal" must offer
consideration equivalent to at least $55.65 for each share of Class
B voting common stock. In the event that the Company is to make a
"substitute recapitalization proposal" to its shareholders, the
Kaman family has agreed, pursuant to the recapitalization
agreement, to vote its shares of Class B voting common stock and
Class A nonvoting common stock in favor of the "substitute
recapitalization proposal" and that its ability to pursue the
proposed Mason transaction will be precluded. However, if the
recapitalization agreement were to be later terminated without the
"substitute recapitalization proposal" having been completed, the
Kaman family would be free to pursue an alternative transaction.
Further detail on the proposed recapitalization and
recapitalization agreement can be found in the recapitalization
agreement, which was filed as Exhibit 2.1 to a Form 8-K filed by
the Company on June 8, 2005. Based in Bloomfield, Conn., Kaman
Corporation conducts business in the aerospace, industrial
distribution and music markets. Kaman operates its aerospace
business through its Aerostructures, Fuzing, and Helicopters
divisions and its Kamatics subsidiary providing subcontract
aerostructure manufacturing for military and commercial aircraft,
missile and bomb fuzing products, SH-2G and K-MAX helicopters, and
proprietary aircraft bearings and products. Principal aerospace
facilities are located in Connecticut, Florida and Kansas. Kaman is
the third largest North American distributor of power transmission,
motion control, material handling and electrical components and a
wide range of bearings offered to a customer base of more than
50,000 customers representing a highly diversified cross-section of
North American industry, with principal facilities in Alabama,
California, Connecticut, New York, Indiana, Kentucky and Utah.
Kaman is also the largest independent distributor of musical
instruments and accessories, offering more than 17,500 products for
amateurs and professionals, with principal facilities in Arizona,
Connecticut, California, New Jersey and Tennessee. Forward-Looking
Statements This release may contain forward-looking information
relating to the corporation's business and prospects, including
aerostructures and helicopter subcontract programs and components,
advanced technology products, the SH-2G and K-MAX helicopter
programs, the industrial distribution and music businesses,
operating cash flow, the benefits of the recapitalization
transaction, and other matters that involve a number of
uncertainties that may cause actual results to differ materially
from expectations. Those uncertainties include, but are not limited
to: 1) the successful conclusion of competitions for government
programs and thereafter contract negotiations with government
authorities, both foreign and domestic; 2) political conditions in
countries where the corporation does or intends to do business; 3)
standard government contract provisions permitting renegotiation of
terms and termination for the convenience of the government; 4)
economic and competitive conditions in markets served by the
corporation, particularly defense, commercial aviation, industrial
production and consumer market for music products, as well as
global economic conditions; 5) satisfactory completion of the
Australian SH-2G(A)program, including successful completion and
integration of the full ITAS software; 6) receipt and successful
execution of production orders for the JPF U.S. government contract
including the exercise of all contract options and receipt of
orders from allied militaries, as both have been assumed in
connection with goodwill impairment evaluations; 7) satisfactory
resolution of the EODC/University of Arizona litigation; 8)
achievement of enhanced business base in the Aerospace segment in
order to better absorb overhead and general and administrative
expenses, including successful execution of the contract with
Sikorsky for the BLACK HAWK Helicopter program; 9) satisfactory
results of negotiations with NAVAIR concerning the corporation's
leased facility in Bloomfield, Conn.; 10) profitable integration of
acquired businesses into the corporation's operations; 11) changes
in supplier sales or vendor incentive policies; 12) the effect of
price increases or decreases; 13) pension plan assumptions and
future contributions; 14) continued availability of raw materials
in adequate supplies; 15) satisfactory resolution of the supplier
switch and incorrect part issues at Dayron and the DCIS
investigation; 16) cost growth in connection with potential
environmental remediation activities related to the Bloomfield and
Moosup facilities; 17) successful replacement of the Corporation's
revolving credit facility upon its expiration in November 2005; 18)
risks associated with the course of litigation; 19) changes in laws
and regulations, taxes, interest rates, inflation rates, general
business conditions and other factors; 20) the effects of currency
exchange rates and foreign competition on future operations; and
21) other risks and uncertainties set forth in Kaman's annual,
quarterly and current reports, and proxy statements. Any
forward-looking information provided in this release should be
considered with these factors in mind. The corporation assumes no
obligation to update any forward-looking statements contained in
this release. If the Board of Directors approves a "substitute
recapitalization proposal", Kaman intends to file with the
Securities and Exchange Commission a Registration Statement on Form
S-4, which will contain a proxy statement/prospectus in connection
with the proposed recapitalization. The proxy statement/prospectus
will be mailed to the stockholders of Kaman when it is finalized.
STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Such proxy statement/prospectus
(when available) and other relevant documents may also be obtained,
free of charge, on the Securities and Exchange Commission's website
(http://www.sec.gov/) or by request from the contact listed below.
Kaman and certain persons may be deemed to be participants in the
solicitation of proxies relating to the proposed recapitalization.
The participants in such solicitation may include Kaman's executive
officers and directors. Further information regarding persons who
may be deemed participants will be available in Kaman's proxy
statement/prospectus to be filed with the Securities and Exchange
Commission in connection with the proposed recapitalization.
http://www.kaman.com/ DATASOURCE: Kaman Corporation CONTACT:
Russell H. Jones, SVP, Chief Investment Officer & Treasurer of
Kaman Corporation, +1-860-243-6307 or Web site:
http://www.kaman.com/ Company News On-Call:
http://www.prnewswire.com/comp/480450.html
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