Kaman Announces Approval of Proposed Recapitalization by Shareholders
October 11 2005 - 1:51PM
PR Newswire (US)
BLOOMFIELD, Conn., Oct. 11 /PRNewswire-FirstCall/ -- Kaman
Corporation (NASDAQ:KAMNA) announced today that its proposed
recapitalization has been approved by holders of its Class A and
Class B common stock, each voting separately as a class. The
Company also announced that holders of its Class B common stock
have approved an amendment to the Company's certificate of
incorporation that is intended to enhance the ability of the board
of directors to take actions in the longer term interests of the
Company and its shareholders. As previously announced, on September
19, 2005, Mason Capital, Ltd. brought a lawsuit in federal district
court in Hartford, Connecticut against the Company and members of
the Kaman family seeking, among other relief, to enjoin the
proposed recapitalization unless and until the proposed
recapitalization is approved by two "super-majority votes," one
vote of 80% of the holders of the Company's Class B common stock,
and a second, separate vote of two-thirds of the disinterested
holders of the Company's Class B common stock. A hearing on the
issues was held on October 7, 2005 and further submissions to the
Court are due by Monday, October 17, 2005. The Company has agreed
to wait to close the recapitalization until the Court issues a
decision in the matter and the other certificate of incorporation
amendment proposal will not be implemented unless and until the
recapitalization is effected. 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, the proxy statement,
which was filed on September 2, 2005 and mailed to shareholders
shortly thereafter and the prospectus supplement, which was filed
on September 30, 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. Contact: Russell H. Jones SVP, Chief
Investment Officer & Treasurer (860) 243-6307
http://www.kaman.com/ DATASOURCE: Kaman Corporation CONTACT:
Russell H. Jones, SVP, Chief Investment Officer & Treasurer of
Kaman, +1-860-243-6307, Web site: http://www.kaman.com/ Company
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