Page 1 of __
Exhibit Index - Page__
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period
from _______ to _______
Commission File Number 1-134
CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-0612970
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
1200 Wall Street West, Lyndhurst, N.J. 07071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------ ------------------------
Common Stock, par value $1 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates* of the
Registrant is $160,290,059 (based on the closing price of the Registrant's
Common Stock on the New York Stock Exchange on March 24, 1999 of $32.1875).
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.
Number of Shares
Class Outstanding at March 24 , 1999
----- -------------------------------
Common Stock, par value $1 per share 10,186,420
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of the Registrant to stockholders for the year
ended December 31, 1998 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement of the Registrant with respect to the 1999
Annual Meeting of Stockholders are incorporated by reference into Part III.
- --------
* Shares held by Unitrin, Inc. and Argonaut Group, Inc. have been excluded from
the amount shown solely because of the definition of the term "affiliate" in the
regulations promulgated pursuant to the Securities Exchange Act of 1934. Also,
for purposes of this computation, all directors and executive officers of
Registrant have been deemed to be affiliates, but the Registrant disclaims that
any of such directors or officers is an affiliate. See material referred to
under Item 12, below.
FORWARD-LOOKING INFORMATION
Except for historical information, this Annual Report on Form 10-K may be deemed
to contain "forward looking" information. Examples of forward looking
information include, but are not limited to, (a) projections of or statements
regarding return on investment, future earnings, interest income, other income,
earnings or loss per share, investment mix and quality, growth prospects,
capital structure and other financial terms, (b) statements of plans and
objectives of management, (c) statements of future economic performance, and (d)
statements of assumptions, such as economic conditions underlying other
statements. Such forward looking information can be identified by the use of
forward looking terminology such as "believes," "expects," "may," "will,"
"should," "anticipates," or the negative of any of the foregoing or other
variations thereon or comparable terminology, or by discussion of strategy. No
assurance can be given that the future results described by the forward looking
information will be achieved. Such statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward looking
information. Such statements in this Report include, without limitation, those
contained in (a) Item 1. Business, (b) Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations and (c) the Notes to
the Consolidated Financial Statements including, without limitation, the
Environmental Matters Note. Important factors that could cause the actual
results to differ materially from those in these forward-looking statements
include, among other items, (i) a reduction in anticipated orders; (ii) an
economic downturn; (iii) unanticipated environmental remediation expenses or
claims; (iv) changes in the need for additional machinery and equipment and/or
in the cost for the expansion of the Corporation's operations; (v) changes in
the competitive marketplace and/or customer requirements; (vi) an inability to
perform customer contracts at anticipated cost levels and (vii) other factors
that generally affect the business of companies operating in the Corporation's
Segments.
Introduction
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Pursuant to the Securities Exchange Act of 1934, the Registrant,
Curtiss-Wright Corporation hereby files its Form 10-K Annual Report for the
fiscal year ended December 31, 1998. References in the text to the
"Corporation," "Company," "Curtiss-Wright" or the "Registrant" include
Curtiss-Wright Corporation and its consolidated subsidiaries unless the context
indicates otherwise. References to the Company's "Annual Report" are to its 1998
Annual Report to Stockholders, which is attached hereto as Exhibit 13.
PART I
Item 1. Business.
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Curtiss-Wright Corporation was incorporated in 1929 under the laws of the
State of Delaware. During 1998, the Company adopted the Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information." (SFAS No. 131). Consistent with the requirements of SFAS
No. 131, the Company now reports its operations in three segments: Precision
Manufacturing Products & Services, Actuation and Control Products & Services,
and Flow Control Products & Services.
Precision Manufacturing Products & Services
-------------------------------------------
Curtiss-Wright provides approximately 50 metal-treating services in this
Segment which are described on page 8 in the Company's Annual Report, such
description being incorporated by reference in this Form 10-K. These processes
are used principally to improve the strength and durability of metal parts. They
are also used to form curvatures in metal panels which are assembled as
wingskins of commercial and military planes, and to manufacture valve reeds used
in compressors. The Corporation provides these services for a broad spectrum of
customers in various industries, including aerospace, automotive, construction
equipment, oil, petrochemical, metal working, and other industries. Operations
are conducted from 36 facilities located in the United States, Canada, England,
France, Germany, and Belgium.
The services and products of this Segment are marketed directly by
employees of the Company. Although numerous companies compete with the Company
in this field, and many customers for the services provided have the resources
to perform such services themselves, Curtiss-Wright believes that its greater
technical know-how and superior quality provide it with a competitive advantage.
The Corporation also competes on the basis of quality, service and price.
The backlog of this Segment as of January 31, 1999 was $1.4 million, as
compared with $.3 million as of January 31, 1998. All of such backlog is
expected to be shipped in the first quarter of 1999. The business of this
Segment is not seasonal. Raw materials are generally available in adequate
quantities from a number of suppliers, and the Segment is not materially
dependent upon any single source of supply. No single customer accounted for 10%
or more of total sales in 1998, 1997 and 1996 and the active customer base
numbers in excess 5,000.
Actuation and Control Products & Services
-----------------------------------------
The Corporation designs, develops and manufactures flight control actuation
systems and components for the aerospace industry. Manufactured products offered
consist of electro-mechanical and hydro-mechanical actuation components and
systems which are designed to position aircraft control surfaces, or to operate
canopies, cargo doors, weapons bay doors or other devices used on aircraft. They
include actuators and control systems for the Boeing 737, 747, 757, 767 and 777
jet airliners, the Lockheed Martin F-16 Falcon fighter, the Boeing F/A-18
fighter, the F-22 Raptor fighter jointly developed by Lockheed Martin and
Boeing, the Bell Boeing V-22 Osprey, and the Sikorsky Black Hawk and Seahawk
helicopters. The Corporation also is designing wing flap actuators for business
jet aircraft.
With the acquisition on December 31, 1998 of SIG Antriebstechnik AG*, the
Company also offers electro-mechanical and electro-hydraulic actuation
components and systems including electronic controls to the military tracked and
wheeled vehicle, high speed railroad train, and commercial marine propulsion
markets. These products primarily involve the design and manufacture of drives
and suspension systems for armored military vehicles sold to defense equipment
manufacturers and tilting systems for high speed railway car applications, in
each case to overseas markets.
- ---------------
* Merged into Curtiss-Wright Antriebstechnik GmbH (Curtiss-Wright Drive
Technology) effective March 19, 1999.
The actuation and control products and services of this Segment are
marketed directly to customers by employees of the Corporation. These products
are sold in competition with a number of other system suppliers, most of which
have broader product lines and financial, technical, and human resources greater
than those of the Company. Competition is primarily on the basis of engineering
capability, quality and price and is directed to the placement of systems to
perform control and actuation functions on the limited number of new production
programs.
As a related service within this Segment, Curtiss-Wright also provides
commercial airlines, the military and general aviation customers with component
overhaul and repair services. The Corporation overhauls a variety of hydraulic,
pneumatic, mechanical, electro-mechanical, electrical and electronic components
found on Boeing, Lockheed Martin, Airbus and other aircraft. The Corporation
provides these services from facilities in Shelby, North Carolina, Miami,
Florida, Karup, Denmark, and a marketing and distribution facility in Singapore.
This Segment's overhaul services are sold in competition with a number of
other overhaul and repair providers. Competition in the overhaul business is
based upon quality, delivery and price. Marketing is accomplished through sales
representatives and by direct sales.
The Company sells a commercial rescue tool using its Power Hinge"(TM)
aerospace technology under the trademark Power Hawk(R). Various accessories and
related equipment are also offered. The primary use for this tool is the
extrication of automobile accident victims.
Sales by this Segment to the Boeing Company in 1998, 1997, and 1996 were
$39.3, $32.0 and $17.4 million, respectively. This Segment would be adversely
affected by the loss of this customer. U.S. Government direct and end use sales
of this Segment in 1998, 1997 and 1996 were $19.7, $20.1 and $19.3 million,
respectively. This Segment would be adversely affected by the loss of this
business.
The backlog of this Segment as of January 31, 1999 was $143.0 million as
compared with $120.7 million as of January 31, 1998. Of the January 31, 1999
amount, approximately 75% is expected to be shipped during 1999. None of the
business of this Segment is seasonal. Raw materials are generally available in
adequate quantities from a number of suppliers.
Flow Control Products & Services
--------------------------------
The Corporation designs, manufactures, refurbishes and tests highly
engineered valves of various types and sizes, such as motor operated and
solenoid operated globe, gate, control and safety relief valves. These valves
are used to control the flow of liquids and gases and to provide safety relief
in high pressure applications. It also supplies actuators and controllers for
its own valves as well as for valves manufactured by others. The primary
customers for the Corporation's valves are the U.S. Navy, which uses them in
nuclear propulsion systems, and owners and operators of commercial power
utilities who use them in new and existing nuclear and fossil fuel power plants.
All of the new nuclear plants are outside the U.S. and recent sales for such
plants have been to Korea and Taiwan. Sales are made by responding directly to
requests for proposals from customers. The production of valves for the U.S.
Navy and for new power plants is characterized by long lead times from order
placement to delivery.
As a result of the acquisition of Enertech, LLC in July 1998 the Company
also designs, manufactures and distributes additional flow control products for
sale into commercial nuclear power plants, both domestically and
internationally, and it also distributes flow control products made by other
manufacturers. Enertech's product lines include: snubbers, advanced valves,
valve actuators, test and diagnostic equipment, as well as related diagnostic
services. In addition, the Company now provides training, on-site services,
staff augmentation and engineering programs relating to nuclear power plants.
The Company also provides hydraulic power units and components primarily for the
automotive and entertainment industries.
Strong competition in flow control products and services is encountered
primarily from a large number of domestic and foreign sources in the commercial
market. Sales to commercial users are accomplished through independent marketing
representatives and by direct sales. These products and services are sold to
customers who are sophisticated and demanding. Performance, quality, technology,
delivery and price are the principal areas of competition.
The backlog of this Segment as of January 31, 1999 was $55.2 million as
compared with $42.5 million as of January 31, 1998. Of the January 31, 1999
amount, approximately 54% is expected to be shipped during 1999. Approximately
60% of this Segment's backlog is composed of orders with the U.S. Navy through
its prime contractor, the Plant Apparatus Division of Westinghouse Electric
Company, a division of CBS. Inc. The loss of this customer would have a
significant adverse impact on the business of this Segment.
None of the business of this Segment is seasonal. Raw materials are
generally available in adequate quantities from a number of suppliers.
Other Information
------------------
Government Sales
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In 1998, 1997 and 1996, direct sales to the United States Government and
sales for United States Government end use aggregated 17%, 20% and 23%
respectively, of total sales for all Segments. United States Government sales,
both direct and subcontract, are generally made under one of the standard types
of government contracts, including fixed price and fixed price-redeterminable.
In accordance with normal practice in the case of United States Government
business, contracts and orders are subject to partial or complete termination at
any time, at the option of the customer. In the event of a termination for
convenience by the Government, there generally are provisions for recovery by
the Corporation of its allowable incurred costs and a proportionate share of the
profit or fee on the work done, consistent with regulations of the United States
Government. Subcontracts for Navy nuclear valves usually provide that
Curtiss-Wright must absorb most of any overrun of "target" costs. In the event
that there is a cost underrun, however, the customer is to recoup a portion of
the underrun based upon a formula in which the customer's portion increases as
the underrun exceeds certain established levels.
It is the policy of the Corporation to seek customary progress payments on
certain of its contracts. Where such payments are obtained by the Corporation
under United States Government prime contracts or subcontracts, they are secured
by a lien in favor of the Government on the materials and work in process
allocable or chargeable to the respective contracts. (See Notes 1.C, 4 and 5 to
the Consolidated Financial Statements, on pages 25 and 28 of the Annual Report,
which notes are incorporated by reference in this Form 10-K Annual Report.) In
the case of most valve products for United States Government end use, the
subcontracts typically provide for the retention by the customer of stipulated
percentages of the contract price, pending completion of contract closeout
conditions.
Research and Development
- ------------------------
Research and development expenditures sponsored by the Corporation amounted
to $1,346,000 in 1998 as compared with $1,877,000 in 1997 and $997,000 in 1996.
During 1998, Curtiss-Wright spent an additional $7,615,000 for
customer-sponsored development work as compared with $12,403,000 in 1997 and
$15,248,000 in 1996. The Corporation owns and is licensed under a number of
United States and foreign patents and patent applications which have been
obtained or filed over a period of years. Curtiss-Wright does not consider that
the successful conduct of its business is materially dependent upon the
protection of any one or more of these patents, patent applications or patent
license agreements under which it now operates. Environmental Protection
The effect of compliance upon the Corporation with present legal
requirements concerning protection of the environment is described in the
material in Notes 1.H and 11 to the Consolidated Financial Statements which
appears on pages 25 and 32 of the Registrant's Annual Report and is incorporated
by reference in this Form 10-K Annual Report.
Employees
- ---------
At the end of 1998, the Corporation had 2,050 employees, 305 of which were
represented by labor unions and are covered by collective bargaining agreements.
Certain Financial Information
- -----------------------------
The industry segment information is described in the material in Note 14 to
the Consolidated Financial Statements, which appears on pages 34 to 36 of the
Registrant's Annual Report, and is incorporated by reference in this Form 10-K
Annual Report. It should be noted that in recent years a significant percentage
of the pre-tax earnings from operations of the Corporation has been derived from
foreign operations of the Precision Manufacturing and Services Segment. The
Company does not regard the risks attendant to these foreign operations to be
materially greater than those applicable to its business in the U.S.
Item 2. Properties.
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The principal physical properties of the Corporation and its subsidiaries
are described below:
Owned/
Location Description(1) Leased Principal Use
Fairfield, 450,000 Owned(2) Actuation and Control
New Jersey sq. ft. on 26.7 acres Products & Services segment
Brampton, Ontario, Canada 87,000 sq. ft. on 8 acres Owned Precision Manufacturing
Products & Services segment
East Farmingdale, New York 215,000 sq. ft. on 11 acres Owned(3) Flow Control Products &
Services segment
Shelby, North Carolina 121,000 sq. ft. on 29 acres Owned Actuation and Control
Products & Services segment
Miami, Florida 65,000 sq. ft. on 2.6 acres Leased Actuation and Control
Products & Services segment
Columbus, Ohio 75,000 sq. ft. on 9 acres Owned Precision Manufacturing
Products & Service segment
Deeside, Wales United 81,000 sq. ft. on 2.2 acres Owned Precision Manufacturing
Kingdom Products & Services segment
Brea, California 30,550 sq. ft. on 1.76 acres Leased Flow Control Products &
Services segment
Neuhausen am Rheinfall, 40,100 sq. ft. within a Leased Actuation and Control
Switzerland business complex Products & Services segment
<FN>
(1) Sizes are approximate. Unless otherwise indicated, all properties are
owned in fee, are not subject to any major encumbrance and are occupied
primarily by factory and/or warehouse buildings.
(2) Approximately 50,000 square feet are leased to other parties. 197,000
square feet are vacant and available for lease and 101,000 square feet
are being made available for lease.
(3) Title to approximately six acres of land and the building located
thereon is held by the Suffolk County Industrial Development Agency in
connection with the issuance of an industrial revenue bond.
</FN>
In addition to the properties listed above, the Corporation leases an
aggregate of approximately 375,000 square feet of space at twenty-three
different locations in the United States and England and owns buildings
encompassing about 294,100 square feet in fourteen different locations in the
United States, France, Germany, Belgium and England. None of these properties
individually is material to the Company's business. It also leases a 25,000
square foot building in Lattimore, North Carolina, for warehouse purposes; 8,000
square feet of space in Karup, Denmark, for the Actuation and Control Products &
Services Segment; 2,000 square feet of space in Suwanee, Georgia, for the Flow
Control Products & Services Segment; and 1,150 square feet of space in Singapore
for the Actuation and Control Products & Services Segment.
The Corporation also owns a multi-tenant industrial rental facility located
in Wood-Ridge, New Jersey encompassing 2,322,000 square feet on 144 acres. The
former manufacturing facility has approximately 2,260,000 square feet leased to
other parties with the remaining 62,000 square feet vacant and available for
lease. Additionally, Curtiss-Wright leases approximately 14,000 square feet of
office space in Lyndhurst, New Jersey, for its corporate office.
It is the Corporation's opinion that the buildings on the properties
referred to in this Item generally are well maintained, in good condition, and
are suitable and adequate for the uses presently being made of them.
The following undeveloped tracts, owned by the Registrant, are not
attributable to a particular Segment and are being held for sale: Hardwick
Township, New Jersey, 23 acres; Fairfield, New Jersey, 12.3 acres subdivided
from the Fairfield, New Jersey facility's property; and Perico Island, Florida,
112 acres, the bulk of which is below water. The Corporation owns approximately
7.4 acres of land in Lyndhurst, New Jersey, which is leased, on a long-term
basis, to the owner of the commercial building located on the land. Item 3.
Legal Proceedings.
In the ordinary course of business, the Corporation and its subsidiaries
are subject to various pending claims, lawsuits and contingent liabilities. The
Corporation does not believe that disposition of any of these matters will have
a material adverse effect on the Corporation's consolidated financial position
or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
- -----------------------------------------------------------
Not applicable.
PART II
Item 5. Market for Registrant's Common Stock
And Related Stockholder Matters.
- --------------------------------------------
See the information contained in the Registrant's Annual Report on the
inside back cover under the captions "Common Stock Price Range," "Dividends,"
and "Stock Exchange Listing" which information is incorporated herein by
reference. The approximate number of record holders of the Common Stock, $1.00
par value, of Registrant was 3,973 as of March 24, 1999.
Item 6. Selected Financial Data.
- --------------------------------
See the information contained in the Registrant's Annual Report on page 16
under the caption "Consolidated Selected Financial Data," which information is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
- ----------------------------------------------
See the information contained in the Registrant's Annual Report at pages 17
through 20, under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which information is incorporated herein
by reference. The information included therein under the subheading "Year 2000"
shall be considered "Year 2000 Readiness Disclosure" for purposes of the Year
2000 Information and Readiness Disclosure Act.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
- --------------------------------------------------------------------
The Corporation is exposed to certain market risk from changes in interest
rates and foreign currency exchange rates as a result of its global operating
and financing activities. However, the Corporation seeks to minimize the risks
from these interest rate and foreign currency exchange rate fluctuations through
its normal operating and financing activities and, when deemed appropriate,
through the use of derivative financial instruments. The Corporation did not use
such instruments for trading or other speculative purposes and did not use
leverage derivative financial instruments during the year ended December 31,
1998. Information regarding the Corporation's accounting policy on financial
instruments is contained in Note 1.G to the Consolidated Financial Statements on
page 26 of the Annual Report, which is incorporated by reference in this Form
10-K Annual Report.
The Corporation's market risk for a change in interest rates relates
primarily to the debt obligations. Approximately 46% of the Corporation's debt
at December 31, 1998 and 100% of the December 31, 1997 debt is comprised of
Industrial Revenue Bond financing. As described in Note 8 to the Consolidated
Financial Statements, which is incorporated by reference in this Form
10-K Annual Report, the Corporation borrowed variable rate debt under its
short-term credit agreement and revolving credit agreement aggregating
31,000,000 Swiss Francs arising out of the December 31, 1998 purchase of SIG
Antriebstechnik AG to mitigate its currency exposure.
Financial instruments expose the Corporation to counterparty credit risk
for nonperformance and to market risk for changes in interest and currency
rates. The Corporation manages exposure to counterparty credit risk through
specific minimum credit standards, diversification of counterparties and
procedures to monitor concentrations of credit risk. The Corporation
monitors the impact of market risk on the fair value and cash flows of its
investments by considering reasonably possible changes in interest rates and by
limiting the amount of potential interest and currency rate exposures to amounts
that are not material to the Corporation's consolidated results of operations
and cash flows.
Item 8. Financial Statements and Supplementary Data.
- ----------------------------------------------------
The following Consolidated Financial Statements of the Registrant and its
subsidiaries, and supplementary financial information, are included in the
Registrant's Annual Report, which information is incorporated herein by
reference.
Consolidated Statements of Earnings for the years ended December 31,
1998, 1997 and 1996, page 22.
Consolidated Balance Sheets at December 31, 1998 and 1997, page 23.
Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996, page 24.
Consolidated Statements of Stockholder's Equity for the years ended
December 31, 1998, 1997 and 1996, page 25.
Notes to Consolidated Financial Statements, pages 26 through 37,
inclusive, and Quarterly Results of Operations on page 35.
Report of Independent Accountants for the three years ended December
31, 1998, 1997 and 1996, page 21.
Item 9. Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure
- ------------------------------------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers
Of the Registrant
- ----------------------------
Information required in connection with directors and executive officers is
set forth below, as well as under the caption "Election of Directors," in the
Registrant's Proxy Statement with respect to the Corporation's 1999 Annual
Meeting of Stockholders (the "Proxy Statement"), which information is
incorporated herein by reference.
Executive Officers of the Registrant.
The following table sets forth the names, ages, and principal occupations
and employment of all executive officers of Registrant. The period of service is
for at least the past five years and such occupations and employment are with
Curtiss-Wright Corporation, except as otherwise indicated:
Name Principal Occupation Age
And Employment
David Lasky Chairman (since May 1995) and President 66
Gerald Nachman Executive Vice President; President of Metal Improvement 69
Company, Inc., a wholly owned subsidiary
George J. Yohrling Vice President; President, Curtiss-Wright Flight Systems, 58
Inc., a wholly-owned subsidiary, since April 1998; Executive
Vice President for Aerospace Operations of Curtiss Wright
Flight Systems, Inc. from April 1997 to April 1998,
Senior Vice President from July 1996 to April 1997
of Curtiss Wright Flight Systems, Inc.;
previously Vice President and General Manager of
Curtiss-Wright Flight Systems/Shelby, Inc., then a
wholly-owned subsidiary.
Martin A. Benante Vice President (since April 1996); President (since March 46
1995) of Curtiss-Wright Flow Control Corporation ("CWFC") a
wholly-owned subsidiary; previously Vice President/General
Manager of CWFC.
Robert A. Bosi Vice President-Finance 43
Dana M. Taylor, Jr.* Secretary, General Counsel 66
Gary J. Benschip Treasurer 51
Kenneth P. Slezak Controller 47
<FN>
*Effective March 12, 1999, Mr. Taylor retired as Secretary and General Counsel
of the Corporation. Brian D. O'Neill, age 49, Assistant Secretary of the
Corporation asof September 14, 1998 assumed the positions of Acting General
Counsel of the Corporation effective March 15, 1999. Mr. O'Neill has been an
attorney with the Company since 1980, holding the positions of Assistant General
Counsel from November 1997 to March 1999 and Associate General Counsel from July
1992 to November 1997.
</FN>
The executive officers of the Registrant are elected annually by the Board
of Directors at its organization meeting in April and hold office until the
organization meeting in the next subsequent year and until their respective
successors are chosen and qualified.
There are no family relationships among these officers, or between any of
them and any director of Curtiss-Wright Corporation, nor any arrangements or
understandings between any officer and any other person pursuant to which the
officer was elected.
Section 16a Beneficial Ownership Reporting Compliance
-----------------------------------------------------
Dana M. Taylor, Jr., Secretary and General Counsel of the Registrant during the
1998 fiscal year, did not timely file a Form 4 report to report the grant of
options in November 1998, pursuant to the Corporation's 1995 Long-Term Incentive
Plan, to purchase 2,935 shares of the Corporation's common stock.
Item 11. Executive Compensation
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Information required by this Item is included under the captions "Executive
Compensation" and in the "Summary Compensation Table" in the Registrant's Proxy
Statement, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial
Owners and Management.
- ---------------------------------
See the following portions of the Registrant's Proxy Statement, all of
which information is incorporated herein by reference: (i) the material under
the caption "Security Ownership and Transactions with Certain Beneficial Owners"
and (ii) the material included under the caption "Election of Directors."
Item 13. Certain Relationships and Related Transactions.
- ------------------------------------------------------
Information required by this Item is included under the captions "Executive
Compensation" and "Security Ownership and Transactions with Certain Beneficial
Owners" in the Registrant's Proxy Statement, which information is incorporated
herein by reference.
PART IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K.
- ------------------------------------------
(a)(1) Financial Statements:
The following Consolidated Financial Statements of Registrant and
supplementary financial information, included in Registrant's Annual
Report, are incorporated herein by reference in Item 8:
(i) Consolidated Statements of Earnings for the years ended December
31, 1998, 1997 and 1996
(ii) Consolidated Balance Sheets at December 31, 1998 and 1997
(iii) Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
(iv) Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1998, 1997 and 1996
(v) Notes to Consolidated Financial Statements
(vi) Report of Independent Accountants for the years ended December
31, 1998, 1997 and 1996
(a)(2) Financial Statement Schedules:
The items listed below are presented herein on pages 24 and 25 of this Form
10-K.
Report of Independent Accountants on Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted since they are not
required, are not applicable, or because the required information is included in
the financial statements or notes thereto.
(a)(3) Exhibits:
(3)(i) Restated Certificate of Incorporation as amended May
8, 1987 (incorporated by reference to Exhibit 3(a) to
Registrant's Form 10-Q Report for the quarter ended
June 30, 1987). Restated Certificate of Incorporation
as amended through April 18, 1997 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1997).
(3)(ii) By-Laws as amended through January 30, 1997
(incorporated by reference to Exhibit (3)(ii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996).
(4)(i) Agreement to furnish to the Commission upon request,
a copy of any long term debt instrument where the
amount of the securities authorized thereunder does
not exceed 10% of the total assets of the Registrant
and its subsidiaries on a consolidated basis
(incorporated by reference to Exhibit 4 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1985).
(4)(ii) Revolving Credit Agreement dated October 29, 1991
between Registrant, the Lenders parties thereto from
time to time, the Issuing Banks referred to therein
and Mellon Bank, N.A. Article I Definitions, Section
1.01 Certain Definitions; Article VII Negative
Covenants, Section 7.07, Limitation on Dividends and
Stock Acquisitions (incorporated by reference to
Exhibit 10(b), to Registrant's Form 10-Q Report for
the quarter ended September 30, 1991). Amendment No.
1 dated January 7, 1992 and Amendment No. 2 dated
October 1, 1992 to said Agreement (incorporated by
reference to Exhibit 4(ii) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993). Third Amendment to Credit Agreement dated as
of October 29, 1994 (incorporated by reference to
Exhibit (4)(ii) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1994). Fourth
Amendment to Credit Agreement dated as of October 29,
1996 (incorporated by reference to Exhibit (4)(ii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996). Fifth Amendment to Credit
Agreement dated as of October 29, 1997 (incorporated
by reference to Exhibit 4(ii) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1997). Sixth Amendment to Credit Agreement dated as
of October 29, 1998, filed herewith. Seventh
Amendment to Credit Agreement dated as of December
28, 1998, filed herewith. Eighth Amendment to Credit
Agreement and Waiver dated as of January 26, 1999,
filed herewith.
(4)(iii) Short-Term Credit Agreement dated as of October 29,
1994 among Curtiss-Wright Corporation, as Borrower,
the Lender Parties and Mellon Bank, N.A., as Agent
(incorporated by reference to Exhibit (4)(iii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994). First Amendment to Short
Term Credit Agreement dated as of October 26, 1996
(incorporated by reference to Exhibit (4)(iii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996). Second Amendment to
Short-Term Credit Agreement dated as of October 24,
1997 (incorporated by reference to Exhibit 4(iii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997). Third Amendment to Short
Term Credit Agreement dated as of October 23, 1998,
filed herewith. Fourth Amendment to Short Term Credit
Agreement dated as of December 28, 1998, filed
herewith.
(10) Material Contracts:
(i) Modified Incentive Compensation Plan, as amended
November 9, 1989 (incorporated by reference to
Exhibit 10(a) to Registrant's Form 10-Q Report for
the quarter ended September 30, 1989).*
(ii) Curtiss-Wright Corporation 1995 Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.1 to
Registrant's Form S-8 Registration Statement No.
95602114 filed December 15, 1995).*
(iii) Standard Severance Agreement with Officers of
Curtiss-Wright (incorporated by reference to Exhibit
10(iv) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991).*
(iv) Retirement Benefits Restoration Plan as amended April
15, 1997 (incorporated by reference to Exhibit 10 to
Registrant's Form 10-Q Report for the quarter ended
June 30, 1997).*
(v) Curtiss-Wright Corporation Retirement Plan as amended
through August 1, 1997; Fourth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
October 20, 1997; Fifth Amendment to the
Curtiss-Wright Corporation Retirement Plan dated
January 1, 1998 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997); Amendments to
Curtiss-Wright Retirement Plan dated April 1, 1998,
April 20, 1998, April 30, 1998 and June 30, 1998
(incorporated by reference to Exhibit a(ii) to
Registrant's Quarterly Report for the quarter ended
June 30, 1998).*
(vi) Curtiss-Wright Corporation Savings and Investment
Plan dated March 1, 1995 (incorporated by reference
to Exhibit (10)(vii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).*
(vii) Curtiss-Wright Corporation 1996 Stock Plan for
Non-Employee Directors (incorporated by reference to
Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 96583181, filed June 19, 1996).*
(viii) Curtiss-Wright Corporation Executive Deferred
Compensation Plan effective November 18, 1997
(incorporated by reference to Exhibit (10)(viii) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997).*
(ix) Standard Severance Protection Agreement dated June
19, 1998 between the Registrant and Officers of the
Registrant (incorporated by reference to Exhibit A(i)
to Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1998).*
(x) Trust Agreement dated January 20, 1998 by and between
Curtiss-Wright Corporation and PNC Bank, National
Association (incorporated by reference to Exhibit
10(a) to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998).*
(13) Annual Report to Stockholders for the year ended December 31,
1998
(21) Subsidiaries of the Registrant
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants
(27) Financial Data Schedule
- -----------
*Management contract or compensatory plan or arrangement
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three months ended December
31, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CURTISS-WRIGHT CORPORATION
(Registrant)
By: /s/ David Lasky
---------------------
David Lasky
Chairman and President
Date: March 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 29, 1999 By: /s/ Robert A. Bosi
----------------------
Robert A. Bosi
Vice President - Finance
Date: March 29, 1999 By: /s/ Kenneth P. Slezak
-----------------------
Kenneth P. Slezak
Controller
Date: March 29, 1999 By: /s/ Thomas R. Berner
-----------------------
Thomas R. Berner
Director
Date: March 29, 1999 By: /s/ James B.Busey
-----------------------
James B. Busey IV
Director
Date: March 29, 1999 By: /s/ David Lasky
-----------------------
David Lasky
Director
Date: March 29, 1999 By: /s/ William B. Mitchell
-------------------------
William B. Mitchell
Director
Date: March 29, 1999 By: /s/ John R. Myers
------------------------
John R. Myers
Director
Date: March 29, 1999 By: /s/ William W. Sihler
-----------------------
William W. Sihler
Director
Date: March 29, 1999 By: /s/ J. McLain Stewart
-----------------------
J. McLain Stewart
Director
PRICEWATERHOUSECOOPERS LLP [LOGO]
PricewaterhouseCoopers LLP
400 Campus Drive
P.O. Box 988
Florham Park, NJ 07932
Telephone (973) 236 4000
Facsimile (973) 236 5000
REPORT ON INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
Our audits of the consolidated financial statements referred to in our report
dated February 1, 1999 appearing on page 21 of the Curtiss-Wright Corporation
1998 Annual Report (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
February 1, 1999
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
for the years ended December 31, 1998, 1997 and 1996
(In thousands)
Additions
Balance at Charged to Charged to Other Balance at
Beginning Costs and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
Deducted from assets
to which they apply:
Reserves for doubtful
accounts and notes:
Year-ended December 31, 1998 $1,747 $352 $ 20(A) $ 209 $1,910
====== ==== ======= ====== ======
Year-ended December 31, 1997 $1,557 $596 $ 406 $1,747
====== ==== ====== ======
Year-ended December 31, 1996 $ 760 $506 $300(B) $ 9 $1,557
====== ==== ======== ====== ======
Deferred tax asset valuation
allowance:
Year-ended December 31, 1998 $ - $ - $ - $ -
====== ==== ====== ======
1998
Year-ended December 31, 1997 $1,212 $ - $1,212(C) $ -
====== ==== ====== ======
Year-ended December 31, 1996 $1,094 $171 $ 289(D) $1,212
====== ==== ====== ======
Notes:
(A) Acquired from the Purchase of Enertech business.
(B) Acquired from the purchase of Accessory Services business.
(C) Expiration of available capital loss carry forwards.
(D) Utilization of tax benefits under capital-loss carryforward.
EXHIBIT INDEX
The following is an index of the
exhibits included in this report or
incorporated herein by reference.
Exhibit Name Page
No.
(3)(i) Restated Certificate of Incorporation as amended May 8, 1987 *
(incorporated by reference to Exhibit 3(a) to Registrant's
Form 10-Q Report for the quarter ended June 30, 1987).
Restated Certificate of Incorporation as amended through
April 18, 1997 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997).
(3)(ii) By-Laws as amended through January 30, 1997 (incorporated *
by reference to Exhibit 3(ii) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996).
(4)(i) Agreement to furnish to the Commission upon request, a copy *
of any long term debt instrument where the amount of the
securities authorized thereunder does not exceed 10% of
the total assets of the Registrant and its subsidiaries on
a consolidated basis (incorporated by reference to Exhibit
4 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1985).
(4)(ii) Revolving Credit Agreement dated October 29, 1991 between *
Registrant, the Lenders parties thereto from time to time,
the Issuing Banks referred to therein and Mellon Bank,
N.A. Article I Definitions, Section 1.01 Certain
Definitions; Article VII Negative Covenants, Section 7.07,
Limitation on Dividends and Stock Acquisitions
(incorporated by reference to Exhibit 10(b), to
Registrant's Form 10-Q Report for the quarter ended
September 30, 1991). Amendment No. 1 dated January 7, 1992
and Amendment No. 2 dated October 1, 1992 to said
Agreement (incorporated by reference to Exhibit 4(ii) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993).
Third Amendment to Credit Agreement dated as of October *
29, 1994 (incorporated by * reference to Exhibit (4)(ii)
to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
Fourth Amendment to Credit Agreement dated as of October *
29, 1996 (incorporated by * reference to Exhibit 4(ii) to
Registrant's Annual Report for the fiscal year ended
December 31, 1996).
Fifth Amendment to Credit Agreement dated as of October *
29, 1997 (incorporated by * reference to Exhibit 4(ii) to
Registrant's Annual Report for the fiscal year ended
December 31, 1997).
Sixth Amendment to Credit Agreement dated as of October
29, 1998, filed herewith. Seventh Amendment to Credit
Agreement dated as of December 28, 1998, filed herewith.
Eighth Amendment to Credit Agreement and Waiver dated as
of January 26, 1999, filed herewith.
(4)(iii) Short-Term Credit Agreement dated as of October 29, 1994 *
among Curtiss-Wright Corporation, as Borrower, the Lenders
parties and Mellon Bank, N.A. (incorporated by reference
to Exhibit (4)(iii) to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994).
First Amendment to Short Term Credit Agreement dated as *
of October 26, 1996 (incorporated by reference to Exhibit
4(iii) to Registrant's 10-K for the year ended December
31, 1996).
Second Amendment to Short-Term Credit Agreement dated as *
of October 24, 1997 (incorporated by reference to Exhibit
4(iii) to Registrant's Annual Report for the fiscal year
ended December 31, 1997).
Third Amendment to Short Term Credit Agreement dated as of
October 23, 1998, filed herewith. Fourth Amendment to
Short Term Credit Agreement dated as of December 28, 1998,
filed herewith.
10(i)** Modified Incentive Compensation Plan, as amended November *
9, 1989 (incorporated by reference to Exhibit 10(a) to
Registrant's Form 10-Q Report for the quarter ended
September 30, 1989).
(10)(ii)** Curtiss-Wright Corporation 1995 Long-Term Incentive Plan *
(incorporated by * reference to Exhibit 4.1 to
Registrant's Form S-8 Registration Statement No. 95602114
filed December 15, 1995).
(10)(iii)** Standard Severance Agreement with Officers of Curtiss-Wright *
(incorporated by reference to Exhibit 10(iv) to
Registrant's Annual Report on Form 10-K Report for the
year ended December 31, 1991).
(10)(iv)** Curtiss-Wright Corporation Retirement Benefits Restoration *
Plan as amended April 15, 1997 (incorporated by reference
to Exhibit 10 to Registrant's Report on Form 10-Q Report
for the quarter ended June 30, 1997).
(10)(v)** Curtiss-Wright Corporation Retirement Plan as amended through *
August 1, 1997; Fourth Amendment to the Curtiss-Wright
Corporation Retirement Plan dated October 20, 1997; Fifth
Amendment to the Curtiss-Wright Corporation Retirement
Plan dated January 1, 1998 (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997); Amendments to Curtiss-Wright
Retirement Plan dated April 1, 1998, April 20, 1998, April
30, 1998 and June 30, 1998 (incorporated by reference to
Exhibit a(ii) to Registrant's Quarterly Report for the
quarter ended June 30, 1998).
(10)(vi)** Amended Curtiss-Wright Corporation Savings and Investment Plan *
dated March 1, 1995 (incorporated by reference to Exhibit
(10)(vii) to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994).
(10)(vii)** Curtiss-Wright Corporation 1996 Stock Plan for Non-Employee *
Directors (incorporated by reference to Exhibit 4.1 to
Registrant's Form S-8 Registration Statement No. 96583181
filed June 19, 1996).
(10)(viii)**Curtiss-Wright Corporation Executive Deferred Compensation *
Plan effective November 18, 1997 (incorporated by
reference to Exhibit 4.1 to Registrant's Form S-8
Registration Statement No. 96583181, filed June 19, 1996).
(10)(ix)** Standard Severance Protection Agreement dated June 19, 1998 *
between the Registrant and Officers of the Registrant
(incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8 Registration Statement No. 96583181, filed June
19, 1996).
(10)(x)** Trust Agreement approved April 17, 1998 dated as of January *
30, 1998 by and between Registrant and PNC Bank, National
Association (incorporated by reference to Exhibit 10(a) to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998).
(13) Annual Report to Stockholders for the year ended December
31, 1998 (only those portions expressly incorporated
herein by reference in this document are deemed "filed.")
(21) Subsidiaries of the Registrant
(23) Consents of Experts and Counsel - see Consent of Independent
Accountants
(27) Financial Data Schedule
- --------------------------
* Incorporated by reference as noted.
** Management contract or compensatory plan or arrangement.