Kaman Announces Trial Schedule in Mason Litigation
September 26 2005 - 6:17PM
PR Newswire (US)
BLOOMFIELD, Conn., Sept. 26 /PRNewswire-FirstCall/ -- The Company
announced today that the Court has set a trial date of October 7,
2005 in connection with the litigation brought by Mason Capital,
Ltd. concerning whether the Company's proposed recapitalization
requires the approval by a "supermajority" vote of the holders of
two thirds of the Company's Class B common stock not owned by
parties to the recapitalization agreement. The Company will hold
the special meetings of its Class A and Class B shareholders as
scheduled on October 11, 2005. However, in order to allow for a
judicial determination without undue consideration to the timing of
the meetings, the Company will delay closing of the proposed
recapitalization transaction until the Court issues a decision in
the case. 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 and proxy statement, which was filed on
September 2, 2005 and mailed to shareholders shortly thereafter.
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 20,000 products for amateurs and professionals, with principal
facilities in Arizona, Connecticut, California, New Jersey and
Tennessee. Forward-Looking Statements This press release may
contain forward-looking information relating to the company's
business and prospects, including the aerospace, 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 company
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 company, 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
company's leased facility in Bloomfield, Conn.; 10) profitable
integration of acquired businesses into the company '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) whether the proposed recapitalization is
completed; 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 the company 's annual, quarterly and current reports, and proxy
statements. Any forward-looking information provided in this press
release should be considered with these factors in mind. The
company assumes no obligation to update any forward-looking
statements contained in this press release. On August 18, 2005,
Kaman filed with the Securities and Exchange Commission a
Registration Statement on Form S-4, which has since been declared
effective by the Securities and Exchange Commission. The
Registration Statement on Form S-4 contains a proxy
statement/prospectus which describes the proposed recapitalization.
STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Such proxy statement/prospectus and other relevant documents may be
obtained, free of charge, on the Securities and Exchange
Commission's website (http://www.sec.gov/) or from Kaman by
contacting Russell H. Jones, SVP, Chief Investment Officer &
Treasurer, by telephone at (860) 243-6307 or by email at . 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 is available in Kaman's proxy
statement/prospectus. DATASOURCE: Kaman Corporation CONTACT:
Russell H. Jones, SVP, Chief Investment Officer & Treasurer,
+1-860-243-6307, , of Kaman Corporation Web site:
http://www.kaman.com/ Company News On-Call:
http://www.prnewswire.com/comp/480450.html
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