SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) November 6, 2000
Curtiss-Wright Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-134 13-0612970
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
1200 Wall Street West
Lyndhurst, New Jersey 07071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400
Item 5 Other Events.
On November 6, 2000, the Board of Directors of Curtiss-Wright
Corporation ("Curtiss-Wright") approved a plan to recapitalize Curtiss-Wright in
order to facilitate the distribution by Unitrin, Inc. ("Unitrin") to the holders
of its common stock of 100% of Unitrin's approximately 44% equity position in
Curtiss-Wright in a tax-free distribution. The distribution is expected to be
completed in the first half of 2001, subject to, among other things, approval by
the Internal Revenue Service of the tax-free status of the distribution, and
approval by the stockholders of Curtiss-Wright, as well as approval by the
stockholders of Curtiss-Wright other than Unitrin voting on the matter, of a
recapitalization plan for Curtiss-Wright (the "Recapitalization") that is
necessary to permit the distribution to be accomplished on a tax-free basis.
Unitrin, CW Disposition Company, a wholly owned subsidiary of
Unitrin ("Merger Sub") and Curtiss-Wright have entered into an Agreement and
Plan of Merger, dated as of November 6, 2000 (the "Merger Agreement"), pursuant
to which Unitrin will contribute the 4,382,400 shares of the common stock, par
value $1 per share, of Curtiss-Wright (the "Common Stock") that it holds (the
"Contributed Shares") to Merger Sub. Merger Sub will be merged with and into
Curtiss-Wright, with Curtiss-Wright remaining as the surviving corporation. All
of the shares of common stock of Merger Sub (all of which are owned by Unitrin)
will then be converted into 4,382,400 shares of a newly created Class B Common
Stock, par value $1 per share, of Curtiss-Wright (the "Class B Common Stock").
Holders of the Class B Common Stock will be entitled to elect 80% of the
directors of Curtiss-Wright (or the nearest higher whole number). The remaining
shares of Common Stock (other than the Contributed Shares) will be entitled to
elect 20% of the directors of Curtiss-Wright (or the nearest lower whole
number). Other than with respect to the election of the Curtiss-Wright Board of
Directors, the rights of the holders of the Common Stock and the Class B Common
Stock will be identical. The Common Stock and the Class B Common Stock are
expected to be listed on the New York Stock Exchange. Curtiss-Wright will
continue to have eight directors. One director will be designated a "Common
Stock Director" at the time of the Recapitalization. Each of the remaining seven
directors of Curtiss-Wright will be designated a "Class B Director." Each of the
Contributed Shares will automatically be canceled with no securities or other
consideration issued in exchange therefor. The Recapitalization will be subject
to the approval of (1) a majority of the shares of Common Stock, other than
shares held by Unitrin, present in person or by proxy and voting on such
proposal and (2) a majority of the outstanding shares of Common Stock. The
Recapitalization will also be subject to the approval of the Governance
Provisions described below by the holders a majority of the outstanding shares
of Common Stock. Unitrin has agreed to vote all of its shares of Common Stock in
favor of the Recapitalization and the approval of the Governance Provisions.
Unitrin and Curtiss-Wright have entered into a Distribution
Agreement, dated as of November 6, 2000 (the "Distribution Agreement"), pursuant
to which Unitrin will distribute to the holders of record of its common stock on
a pro rata basis the shares of Class B Common Stock that it receives in the
Recapitalization (the "Distribution"). The Distribution is subject to (1) the
receipt by Unitrin of a ruling from the Internal Revenue Service to the effect
that the Distribution will qualify as a tax-free distribution for federal income
tax purposes, (2) the effectiveness of the Form 8-A filed with the Securities
Exchange Commission to register the Class B Common Stock under the Securities
Exchange Act of 1934, (3) the approval of the listing of the Class B Common
Stock on the New York Stock Exchange, subject to official notice of issuance,
and (4) such other customary conditions as are set forth in the Distribution
Agreement.
In connection with the Recapitalization, Curtiss-Wright will seek
approval of its stockholders to amend its Restated Certificate of Incorporation
to provide for, among other things, the classification of its board of directors
into three classes serving staggered three-year terms, the elimination of the
stockholders' ability to act by written consent and call special meetings and
the requirement of a two-thirds vote of its stockholders to amend certain
provisions of the Restated Certificate of Incorporation and the By-Laws. These
provisions are intended to improve the ability of the Curtiss-Wright Board to
protect and advance the interests of Curtiss-Wright and its stockholders in the
event of an unsolicited proposal to acquire a significant interest in
Curtiss-Wright (the "Governance Provisions").
Copies of the Merger Agreement, the Distribution Agreement and the
press release announcing the transactions contemplated by such agreements are
filed herein as Exhibits 10.1, 10.2 and 10.3, respectively. Such documents are
incorporated by reference into this Item 5 and the foregoing description of the
above transactions is qualified in its entirety by reference to such Exhibits.
Item 7. Exhibits.
10.1 Agreement and Plan of Merger, dated as of November 6, 2000, among
Unitrin, Inc., Curtiss-Wright Corporation and CW Disposition Company.
10.2 Distribution Agreement, dated as of November 6, 2000 between Unitrin,
Inc. and Curtiss-Wright Corporation.
10.3 Press Release dated November 6, 2000.
SIGNATURE
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.
CURTISS-WRIGHT CORPORATION
DATED: November 8, 2000 By: /s/ Robert A. Bosi
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Name: Robert A. Bosi
Title: Vice President - Finance
Exhibit Index
Exhibit Description
10.1 Agreement and Plan of Merger, dated as of November 6, 2000, among
Unitrin, Inc., Curtiss-Wright Corporation and CW Disposition Company.
10.2 Distribution Agreement, dated as of November 6, 2000, between Unitrin,
Inc. and Curtiss-Wright Corporation.
10.3 Press Release dated November 6, 2000.