SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[X] Definitive Additional Materials.
[ ] Soliciting Material Under Rule 14a-12.
_______________________________________________________________________________
CURTISS-WRIGHT CORPORATION
(Name of Registrant as Specified in Its Charter)
_______________________________________________________________________________
-------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
_______________________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
CURTISS-WRIGHT CORPORATION
1200 Wall Street West
Lyndhurst, New Jersey 07071
September 25, 2001
Dear Stockholder:
We have previously sent to you proxy material for the Special
Meeting of Curtiss-Wright Corporation to be held on October 26, 2001. YOUR BOARD
OF DIRECTORS HAS RECOMMENDED THAT YOU VOTE IN FAVOR OF THE PROPOSED
RECAPITALIZATION AND OTHER PROPOSALS UNDER CONSIDERATION.
The approval of the recapitalization requires the affirmative
vote of holders of a majority of the outstanding shares of Curtiss-Wright common
stock, as well as the affirmative vote of holders of a majority of the shares of
Curtiss-Wright common stock, other than Unitrin, Inc., voting on the
recapitalization in person or by proxy at the special meeting. YOUR VOTE IS
IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN. Whether or not you
have already done so, please sign, date and return the enclosed proxy card today
in the envelope provided.
Very truly yours,
Martin R. Benante
Chairman and Chief Executive Officer
_______________________________________________________________________________
IF YOU HAVE ANY QUESTIONS, OR NEED
ASSISTANCE IN VOTING YOUR SHARES, PLEASE
CALL OUR PROXY SOLICITOR,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
IMPORTANT NOTE:
If you hold your shares through a bank or
broker, you may be able to vote by telephone,
or via the Internet.
Please call Innisfree at 1-888-750-5834
for assistance.
_______________________________________________________________________________
CURTISS- WRIGHT CORPORATION
SPECIAL MEETING OF STOCKHOLDERS OCTOBER 26, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CURTISS-WRIGHT CORPORATION SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER
26, 2001 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The
undersigned hereby appoints Martin R. Benante, Michael J. Denton and Robert A.
Bosi, and each of them singly, each with full power of substitution, as the
proxy and attorney-in-fact of the undersigned with full authority to represent
and vote all shares of common stock of the undersigned at the special meeting of
stockholders to be held at the Renaissance Meadowlands Hotel, 801 Rutherford
Avenue, Rutherford, New Jersey on October 26, 2001, at 10:00 a.m., local time,
or at any adjournment or postponement thereof, upon the matters set forth in the
Curtiss-Wright Corporation proxy statement and upon those other matters as may
properly come before the special meeting, voting as specified on the reverse
side of this card with respect to the matters set forth in the proxy statement,
and voting in the discretion of the above-named persons on such other matters as
may properly come before the special meeting, including, if submitted to a vote
of the stockholders, a motion to adjourn the special meeting to another time or
place for the purpose of soliciting additional proxies. The undersigned hereby
revokes any proxy previously given and acknowledges receipt of the notice of
special meeting and proxy statement dated September 5, 2001.
The shares represented by this proxy will be voted as directed by the
undersigned. The board of directors of Curtiss-Wright Corporation recommends a
vote 'FOR' each of Proposal One, Proposal Two, Proposal Three, Proposal Four and
Proposal Five. IF THIS PROXY IS SIGNED AND RETURNED AND DOES NOT SPECIFY A VOTE
ON ONE OR MORE OF THE PROPOSALS, THE PROXY WILL BE VOTED 'FOR' EACH OF THE
PROPOSALS AS TO WHICH NO VOTE IS SPECIFIED.
(Continued, and to be signed, on reverse side)
[x] PLEASE MARK VOTES AS THE BOARD OF DIRECTORS RECOMMENDS
IN THIS EXAMPLE A VOTE 'FOR'EACH OF PROPOSALS 1-5.
1. Approval of Recapitalization Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Approval of Board Size Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of Written Consent Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approval of Special Meeting Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Approval of Supermajority Voting [ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal
[ ] MARK HERE IF YOU PLAN TO
ATTEND THE MEETING
[ ] MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
For joint accounts, each owner
should sign.
Executors, Administrators, Trustees,
etc. should give full title.
Signature: ____________ Date: __________ Signature: ___________ Date: __________