NEWS RELEASE
1200 Wall Street West, Lyndhurst, NJ 07071
(201) 896-8400 o FAX (201) 438-5680
www.curtisswright.com
CONTACT: Gary Benschip FOR IMMEDIATE RELEASE
(201) 896-8520
gbenschip@cwcorp.curtisswright.com
Curtiss-Wright Announces a Recapitalization Plan to Permit Tax-Free Distribution
of Unitrin Equity Interest; Plans Special Cash Dividend
Lyndhurst, New Jersey - November 6, 2000 - Curtiss-Wright Corporation (NYSE:
CW), today announced a plan pursuant to which Curtiss-Wright will be
recapitalized to facilitate a tax-free distribution by Unitrin of its
approximately 44% equity position in Curtiss-Wright. The Company's Board of
Directors has approved an agreement with Unitrin, Inc. (NASDAQ: UNIT) providing
for the recapitalization and distribution. In addition, Curtiss-Wright's Board
of Directors has approved a special cash dividend of $0.25 cents per share, to
be payable to all Curtiss-Wright shareholders, other than Unitrin, in
conjunction with the contemplated distribution. The distribution and special
dividend are expected to be completed in the first half of 2001, subject to the
receipt of a letter ruling from the Internal Revenue Service as to the tax-free
status of the distribution and approval of the recapitalization plan by a
majority of Curtiss-Wright's stockholders and a majority of Curtiss-Wright's
non-Unitrin stockholders voting on the proposal.
Unitrin owns approximately 4.4 million or 44% of the outstanding Curtiss-Wright
shares. Under the recapitalization plan, and in order to meet certain tax
requirements, these shares will be exchanged for an equivalent number of shares
of a new Class B Common Stock of Curtiss-Wright which will be entitled to elect
80 percent of Curtiss-Wright's Board of Directors. The Class B shares will be
immediately distributed by Unitrin to its stockholders in a tax-free
distribution. The holders of the remaining outstanding shares of Curtiss-Wright
will be entitled to elect up to 20% of the Board of Directors of Curtiss-Wright.
The existing Curtiss-Wright Directors will continue to serve as the Board of
Directors after the spin-off. Other than the right to elect Directors, the two
classes of stock will vote as a class (except as required by law) and will be
equal in all other respects. The new Class B Common Stock is expected to be
listed on the New York Stock Exchange.
In connection with its approval of the recapitalization and spin-off,
Curtiss-Wright also announced adoption by its Directors of a stockholders'
rights plan. The rights plan will enhance the ability of Curtiss-Wright's Board
to protect the interests of stockholders in the event of an unsolicited proposal
to acquire a significant interest in Curtiss-Wright at a price that does not
reflect its fair value. Adoption of the rights plan is not a response to any
known effort to acquire the Company.
Also in connection with the recapitalization, Curtiss-Wright will seek approval
of its shareholders of certain amendments to its Restated Certificate of
Incorporation providing 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 or call a
special meeting and the requirement of a two-thirds vote of shareholders to
amend certain provisions of the Restated Certificate of Incorporation. Approval
of these amendments will also be a condition to the recapitalization.
The recapitalization and spin-off transactions have been approved by both the
Unitrin and Curtiss-Wright Boards of Directors. Completion of the transaction is
contingent upon, among other things, approval of the tax-free status of the
distribution by the Internal Revenue Service; approval of the recapitalization
plan by holders of Curtiss-Wright shares other than Unitrin voting on the
proposal; and approval by all shareholders of Curtiss-Wright (including Unitrin)
of the proposed amendments to Curtiss-Wright's Restated Certificate of
Incorporation.
Martin Benante, Curtiss-Wright's Chairman and Chief Executive Officer, stated,
"We are extremely pleased to make this announcement. The recapitalization,
distribution and special dividend will add value for all Curtiss-Wright
shareholders. Furthermore, these actions provide for a wider distribution of
Unitrin's holding that should improve the liquidity of our stock to the
long-term benefit of Curtiss-Wright and our shareholders. We have been very
appreciative of the support received from Unitrin during their long-term
relationship as a major investor in Curtiss-Wright. We support their actions to
distribute their holdings in Curtiss-Wright to their own shareholders."
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Curtiss-Wright Corporation is a diversified provider of highly engineered
products and services to the Motion Control, Flow Control and Metal Treatment
industries. The firm employs approximately 2,280 people. More information on
Curtiss-Wright can be found on the Internet at www.curtisswright.com.
Forward-looking statements in this release are made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those expressed or implied.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Such risks and uncertainties
include, but are not limited to: a reduction in anticipated orders; an economic
downturn; changes in the competitive marketplace and/or customer requirements;
an inability to perform customer contracts at anticipated cost levels; and other
factors that generally affect the business of aerospace companies. Please refer
to the Company's current SEC filings under the Securities and Exchange Act of
1934, as amended, for further information.
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