SECURITIES and EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
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
incorporation or organization) Identification No.)
1200 Wall Street West
Lyndhurst, New Jersey 07071
(Address of principal executive offices) (Zip Code)
(201) 896-8400
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer=s classes of
common stock, as of the latest practicable date.
Common Stock, par value $1.00 per share:10,140,742 shares (as of April 30, 1999)
Page 1 of 36
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
TABLE of CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Stockholders' Equity 6
Notes to Consolidated Financial Statements 7 - 10
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 11 - 14
Forward-Looking Statements 15
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 16
Item 6 - Exhibits and Reports on Form 8-K 17
-2-
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
March 31, December 31,
1999 1998
Assets:
Cash and cash equivalents $ 10,685 $ 5,809
Short-term investments 60,474 66,444
Receivables, net 62,448 60,912
Deferred tax assets 7,782 7,841
Inventories 56,225 54,048
Other current assets 3,057 3,519
----------- -----------
Total current assets 200,671 198,573
----------- ---------
Property, plant and equipment, at cost 241,744 237,215
Less, accumulated depreciation 163,517 162,704
----------- ---------
Property, plant and equipment, net 78,227 74,511
Prepaid pension costs 45,189 43,822
Goodwill 32,079 30,724
Other assets 4,830 5,110
---------- -----------
Total assets $360,996 $352,740
========== ========
Liabilities:
Current portion of long-term debt $ 20,523 $ 20,523
Accounts payable and accrued expenses 30,370 30,687
Dividends payable 1,325
Income taxes payable 7,672 5,052
Other current liabilities 10,483 11,548
---------- -----------
Total current liabilities 70,373 67,810
---------- ----------
Long-term debt 20,162 20,162
Deferred income taxes 10,304 9,714
Other liabilities 26,753 25,461
---------- ----------
Total liabilities 127,592 123,147
---------- ----------
Stockholders' equity:
Common stock, $1 par value 15,000 15,000
Capital surplus 51,655 51,669
Retained earnings 348,875 342,218
Unearned portion of restricted stock (36) (40)
Accumulated other comprehensive income (3,946) (2,800)
---------- ---------
411,548 406,047
Less, cost of treasury stock 178,144 176,454
---------- ---------
Total stockholders' equity 233,404 229,593
--------- ---------
Total liabilities and stockholders' equity $360,996 $352,740
========= =========
See notes to consolidated financial statements.
-3-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS of EARNINGS
(UNAUDITED)
(In thousands except per share data)
Three Months Ended
March 31,
1999 1998 (a)
---- ----
Net sales $70,350 $60,846
Cost of sales 45,332 42,724
-------- --------
Gross margin 25,018 18,122
Research and development costs 1,148 305
Selling expense 4,031 3,118
General and administrative 9,347 6,868
--------- ----------
Operating income 10,492 7,831
Investment income, net 705 1,079
Rental income, net 826 913
Pension income, net 1,281 813
Other income (expense), net (85) 99
Interest expense 303 89
--------- ----------
Earnings before tax 12,916 10,646
Provision for tax 4,934 4,041
--------- ---------
Net earnings $ 7,982 $ 6,605
========= =========
Weighted average shares outstanding 10,165 10,178
======== ========
Basic earnings per common share $0.79 $0.65
===== =====
Diluted earnings per common share $0.78 $0.64
===== =====
Dividends per common share $0.13 $0.13
===== =====
(a) Includes reclassification to conform to current presentation
See notes to consolidated financial statements.
-4-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS
(UNAUDITED)
(In thousands)
Three Months Ended
March 31
1999 1998
---- ----
Cash flows from operating activities:
Net earnings $ 7,982 $ 6,605
-------- --------
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,853 2,432
Net gains on short-term investments (24) (432)
Increase in deferred taxes 649 508
Changes in operating assets and liabilities:
Proceeds from sales of trading securities 75,390 82,258
Purchases of trading securities (69,396) (88,384)
(Increase) decrease in receivables (1,184) 747
(Increase) decrease in inventory (1,652) 3,160
Decrease in progress payments (877) (6,468)
Decease in accounts payable
and accrued expenses (317) (1,899)
Increase in income taxes payable 2,620 1,931
Increase in other assets (1,192) (559)
Increase (decrease) in other liabilities 227 (414)
Other, net (1,119) 1,398
-------- --------
Total adjustments 5,978 (5,722)
-------- --------
Net cash provided by operating activities 13,960 883
-------- --------
Cash flows from investing activities:
Proceeds from sales of real estate and equipment 0 20
Additions to property, plant and equipment (7,357) (2,447)
-------- --------
Net cash used by investing activities (7,357) (2,427)
-------- --------
Cash flow from financing activities:
Common stock repurchases (1,727) 0
-------- --------
Net cash used for financial activities (1,727) 0
-------- --------
Net increase (decrease) in cash and cash equivalents 4,876 (1,544)
Cash and cash equivalents at beginning of period 5,809 6,872
-------- --------
Cash and cash equivalents at end of period $10,685 $ 5,328
======== ========
See notes to consolidated financial statements.
-5-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS of STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands)
Unearned Accumulated
Portion of Other
Common Capital Retained Restricted Comprehensive Treasury
Stock Surplus Earnings Stock Awards Income Stock
December 31, 1997 $15,000 $52,010 $318,474 $(342) $(3,289) $177,000
Net earnings 29,053
Common dividends (5,309)
Common stock repurchased 612
Stock options exercised, net (449) (376)
Amortization of earnings portion
of restricted stock 108 302 (1,158)
Translation adjustments, net 489
-------- -------- --------- ------ -------- ---------
December 31, 1998 15,000 51,669 342,218 (40) (2,800) 176,454
Net earnings 7,982
Common dividends (1,325)
Common stock repurchased 1,727
Stock options exercised, net (14) (37)
Amortization of earned portion
of restricted stock 4
Translation adjustment, net (1,146)
-------- ------- --------- ------ --------- ---------
March 31, 1999 $15,000 $51,655 $348,875 $ (36) $(3,946) $178,144
======== ======== ========= ====== ========= =========
See notes to consolidated financial statements.
-6-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS of PRESENTATION
Curtiss-Wright Corporation (the "Corporation") is a diversified
multi-national manufacturing and service concern that designs,
manufactures and overhauls precision components and systems and
provides highly engineered services to the aerospace, defense,
automotive, shipbuilding, oil, petrochemical, agricultural equipment,
power generation, railroad, metalworking and fire & rescue industries.
The Corporation's principal operations include five manufacturing
facilities (four domestic and one in Switzerland), thirty-six metal
treatment service facilities located in North America and Europe, and
four component overhaul locations.
The information furnished in this report has been prepared in
conformity with generally accepted accounting principles and as such
reflects all adjustments, consisting primarily of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. The
unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Corporation's 1998 Annual Report on Form 10-K.
The results of operations for these interim periods are not necessarily
indicative of the operating results for a full year. Certain
reclassifications of prior year amounts have been made in order to
conform to the current presentation.
2. RECEIVABLES
Receivables, at March 31, 1999 and December 31, 1998, include amounts
billed to customers and unbilled charges on long-term contracts
consisting of amounts recognized as sales but not billed at the dates
presented. Substantially all amounts of unbilled receivables are
expected to be billed and collected within a year. The composition of
receivables for those periods is as follows:
(In thousands)
March 31, December 31,
1999 1998
---------- ------------
Accounts receivable, billed $64,874 $63,412
Less: progress payments applied 11,687 11,687
--------- ---------
53,187 51,725
--------- ---------
Unbilled charges on long-term
contracts 17,141 17,447
Less: progress payments applied 5,998 6,350
--------- ---------
11,143 11,097
--------- ---------
Allowance for doubtful accounts (1,882) (1,910)
--------- ---------
Receivables, net $62,448 $60,912
========= =========
-7-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
3. INVENTORIES
Inventories are valued at the lower of cost (principally average cost)
or market. The composition of inventories at March 31, 1999 and
December 31, 1998 is as follows:
(In thousands)
March 31, December 31,
1999 1998
----------- -----------
Raw materials $ 8,247 $ 8,862
Work-in-process 23,566 22,802
Finished goods 26,818 23,130
Inventoried costs related to U.S.
Government and other long-term
contracts 2,595 4,780
--------- ---------
Total inventories 61,226 59,574
Less: progress payments applied,
principally related to long-term
contracts 5,001 5,526
--------- ---------
Net inventories $56,225 $54,048
========= =========
4. ENVIRONMENTAL MATTERS
The Corporation establishes a reserve for a potential environmental
responsibility when it concludes that a determination of legal
liability is probable, based upon the advice of counsel. Such amounts,
if quantified, reflect the Corporation=s estimate of the amount of that
liability. If only a range of potential liability can be estimated, a
reserve will be established at the low end of that range. Such reserves
represent today=s values of anticipated remediation not reduced by any
potential recovery from insurance carriers or through contested
third-party legal actions, and are not discounted for the time value of
money.
The Corporation is joined with many other corporations and
municipalities as potentially responsible parties (PRPs) in a number of
environmental cleanup sites, which include the Sharkey Landfill
Superfund Site, Parsippany, N. J., Caldwell Trucking Company Superfund
Site, Fairfield, N. J., Pfohl Brothers Landfill Site, Cheektowaga, N.Y.
and PJP Landfill, Jersey City, N. J. identified to date as the most
significant sites.
-8-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The Corporation believes that the outcome of any of these matters would
not have a material adverse effect on the Corporation's results of
operations or financial condition.
5. SEGMENT INFORMATION
(In thousands)
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
---------------------------------- ------------------------------------
Precision Actuation Flow Precision Actuation Flow
Mfg. & Control Control Mfg. & Control Control
Products Products Products Products Products Products
& Svcs & Svcs & Svcs & Svcs & Svcs & Svcs
Revenue from external customers $26,002 $ 30,309 $14,039 $25,868 $28,362 $ 6,616
Intersegment revenues 119 115
Segment net income 3,831 923 1,132 4,610 (851) 882
Segment assets 71,116 120,699 37,961 58,510 87,316 15,713
Reconciliation: March 31, March 31,
1999 1998
--------- ---------
Total segment net income $5,886 $4,641
Rental income, net 444 423
Investment income, net 475 842
Pension income 758 488
Corporate and other 419 211
-------- --------
Consolidated net income $7,982 $6,605
======== ========
6. COMPREHENSIVE INCOME
Effective January 1, 1998, the Corporation adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS No. 130). SFAS No. 130 establishes standards for
reporting and displaying changes in equity from non-owner sources.
Total comprehensive income for the three months ended March 31, 1999
and 1998 is as follows:
-9-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
(In thousands)
March 31, March 31,
1999 1998
--------- ---------
Net earnings $7,982 $6,605
Equity adjustments from foreign
currency translations (1,146) 191
--------- ---------
Total comprehensive income $6,836 $6,796
========= =========
7. EARNINGS PER SHARE
The Corporation accounts for its earnings per share (EPS) in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings per
Share" (SFAS No. 128). Diluted earnings per share were computed based
on the weighted average number of shares outstanding plus all
potentially dilutive common shares issuable for the periods. Dilutive
common shares for the three months ended March 31, 1999 and 1998 were
118 and 134, respectively, consisting primarily of outstanding stock
options.
8. RECENTLY ISSUED ACCOUNTING STANDARDS
On June 15, 1998 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivatives and Hedging Activities" (SFAS No. 133). SFAS No. 133 is
effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999 (January 1, 2000 for the Corporation). SFAS No. 133
requires that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type transaction. Management of the
Corporation anticipates that, due to its limited use of derivative
instruments, the adoption of SFAS No. 133 will not have a significant
effect on its results of operations or its financial position.
-10-
PART I - ITEM 2
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
RESULTS of OPERATIONS
The Corporation's consolidated net earnings for the first quarter of
1999 were 21% above net earnings for the first quarter of 1998. Net earnings for
the first quarter of 1999 totaled $8.0 million, or $.78 per diluted share,
compared with $6.6 million or $.64 per diluted share for the same period of
1998. Operating income in the aggregate rose 34% to $10.5 million for the first
quarter of 1999 as compared with $7.8 million in the first quarter of 1998. In
the first quarter of 1998, inventory write-offs and increased provisions for
development programs, impaired operating income results. Absent these charges,
net income did not increase and operating income declined slightly on a period
to period basis.
Sales for the first quarter of 1999 increased 16% to $70.4 million
compared with $60.8 million for the prior year quarter. The sales improvement
largely reflects the Corporation's three acquisitions made in 1998, Alpha Heat
Treaters, Enertech and SIG Drive Technology (now known as Curtiss-Wright Drive
Technology). New orders received for the first quarter of 1999 totaled $70.8
million representing a 24% increase above orders of $56.9 million for the first
quarter of 1998, and reflect a substantial new contribution by the three new
business units. The Corporation's backlog of unshipped orders at March 31, 1999,
$197.0 million, was substantially higher than the $145.3 million backlog of a
year ago.
Operating Performance
The Corporation's Precision Manufacturing Products & Services (PMPS)
segment reported level sales, when comparing the first quarter of 1999 to the
same period of 1998. During 1998, PMPS had consistently produced record sales
levels of metal-treatment services. Thus far in 1999, this segment has
experienced a general softening in several of its primary markets. Services
provided for oil tool and agricultural customers have declined compared to the
prior year. Net earnings for the first quarter of 1999 were below those of the
first quarter of 1998 generally reflecting lower margins on sales and increased
operating expenses.
Results for the first quarter of 1999 reflect an increase in sales from
our Actuation and Control Products & Services (ACPS) segment largely as a result
of the December 31, 1998 acquisition of SIG Drive Technology. The Corporation's
overhaul and repair businesses reported slightly higher sales when comparing the
first quarter of 1999 to the same prior year period, largely in their foreign
markets. The ACPS segment continues to proceed with the previously announced
consolidation of its manufacturing operations into its Shelby, N.C. plant as
planned. Expenses related to the move were incurred during the first quarter and
will continue at an increasing rateduring the year. As anticipated, sales of
military actuation products showed a sharp decline during this transition
period. Sales of commercial actuation spare parts also declined slightly on a
period-to-period basis. During the first quarter of 1998, net earnings for this
segment had been reduced by adjustments principally on account of inventory
write-offs and a provision for higher costs anticipated on military development
programs.
-11-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued
The Corporation's Flow Control Products & Services (FCPS) segment
produced substantially higher sales when comparing the first quarter of 1999
with the same period of 1998. Sales were bolstered by the acquisition of
Enertech in July of 1998 and benefited from additional U. S. Navy orders
received in 1998. Net earnings for the segment also increased generally
reflecting the improved sales and the Enertech business acquired.
CHANGES IN FINANCIAL CONDITION:
Liquidity and Capital Resources:
The Corporation's working capital was $130.3 million at March 31, 1999,
slightly below working capital at December 31, 1998 of $130.8 million. The ratio
of current assets to current liabilities was 2.85 to 1 at March 31, 1999,
compared with a current ratio of 2.93 to 1 at December 31, 1998. Cash, cash
equivalents and short-term investments totaled $71.2 million in aggregate at
March 31, 1999, also decreasing slightly from $72.3 million at the prior year
end.
Changes in working capital reflect a substantial increase in accounts
receivable from trade customers. Gross inventory also increased principally for
goods related to component overhaul and repair services. Working capital was
reduced overall by an increase in income taxes payable at March 31, 1999, from
December 31, 1998 and accrued dividends payable for the first quarter of 1999.
The Corporation has two credit agreements, a Revolving Credit Agreement
and a Short-Term Credit Agreement, in effect aggregating $45.0 million with a
group of three banks. The credit agreements allow for borrowings to take place
in U. S. or certain foreign currencies. The Revolving Credit Agreement commits a
maximum of $22.5 million to the Corporation for cash borrowings and letters of
credit. The unused credit available under this facility at March 31, 1999 was
$1.1 million. The commitments made under the Revolving Credit Agreement expire
October 29, 2001, but may be extended annually for successive one-year periods
with the consent of the bank group. The Corporation also has in effect a
Short-Term Credit Agreement which allows for cash borrowings of $22.5 million,
of which $2.0 million was available at March 31, 1999. The Short-Term Credit
Agreement expires October 22, 1999. The Short-Term Credit Agreement may be
extended, with the consent of the bank group, for an additional period not to
exceed 364 days. Cash borrowings under the two credit agreements at March 31,
1999 were at a U. S. Dollar equivalent of $21.9 million. The loans had variable
interest rates averaging 2.03% for the first quarter of 1999. No cash borrowings
were outstanding at March 31, 1998.
-12-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued
During the first quarter of 1999, internally generated funds were
adequate to meet capital expenditures of $7.4 million. Expenditures incurred
during the first quarter were for machinery and equipment needed for the
expansion of our Precision Manufacturing Products and Services segment. The
Corporation also purchased a 53,000-square-foot building in Gastonia, North
Carolina for a portion of its commercial aircraft component repair and overhaul
operations. Operations in the Gastonia facility began in the second quarter of
1999. The Corporation is expected to make capital expenditures of an additional
$14 million during the balance of the year.
During the first quarter of 1999, the Corporation repurchased 47,250
shares of its common stock at a cost of $1.7 million.
Other Developments
At the first meeting of the newly elected Board of Directors on April
27, 1999, following the Annual Meeting of Shareholders on April 23, 1999, the
Board elected Martin R. Benante as a member of the Board of Directors concurrent
with his election to the officer positions of President and Chief Operating
Officer of the Company. Director David Lasky, who had been President of the
Company retained his officer positions of Chairman and Chief Executive Officer
of the Company. Additionally Brian D. O'Neill was elected Secretary of the
Company.
YEAR 2000
As is more fully described under the subheading "Year 2000" under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations," as referenced in the Corporation's annual report on Form 10-K
for the fiscal year ended December 31, 1998, the Corporation is modifying or
replacing portions of its software as well as certain hardware to permit
continued operations beyond December 31, 1999 without systems failures or
processing errors that might arise as a result of the so-called Year 2000(Y2K)
issue.
Each operating entity of the Corporation is at a different stage of readiness.
Identification of the internal business systems of the Corporation that are
susceptible to system failures or processing errors as a result of the Y2K issue
is substantially complete. The Corporation is using both internal and external
resources for its remediation efforts, including the modification of code and
test of the resulting modifications. Based on the current schedule, the
Corporation expects its internal business systems to be functioning properly
with respect to the Y2K issue well before January 1, 2000.
-13-
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued
Additionally, significant service providers, vendors, suppliers and
customers that are believed to be critical to on-going business operations have
been identified and contacted in an attempt to ascertain their stage of
readiness. Where necessary, the Corporation intends to seek alternative
suppliers, service providers or contractors who have demonstrated Y2K readiness.
Concurrently, with the Y2K readiness measures described above, the Corporation
and its operating units are developing contingency plans intended to mitigate
the possible disruption in business operations that may result from the Y2K
issue and are developing cost estimates for such plans. Based on the current
schedule, the Corporation expects such plans to be in place by the end of the
third quarter of 1999.
It is currently estimated that the incremental costs of the
Corporation's Y2K remediation efforts will be approximately $.5 million of which
approximately $.2 million has been spent. Remediation costs are being expensed
as they are incurred. The costs associated with the replacement of computerized
systems and hardware are currently estimated to be $.3 million, which amount is
being capitalized. These amounts do not include any costs associated with the
implementation of contingency plans that are in the process of being developed.
The Corporation's Y2K readiness program is an on-going process and the
estimates of costs and completion dates are subject to change.
RECENTLY ISSUED ACCOUNTING STANDARDS
As discussed in Note 8 to the Consolidated Financial Statements, the
Corporation has reviewed Statement of Financial Accounting Standards No. 133,
"Accounting for Derivatives and Hedging Activities." Due to the limited use of
derivative instruments by the Corporation, this statement will not have a
material effect on the Corporation's results of operations or financial
condition. The statement is effective for the Corporation beginning January
1, 2000.
-14-
FORWARD-LOOKING INFORMATION
Except for historical information, this Quarterly Report on Form 10-Q 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 Part I, Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations and 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.
-15-
PART II - OTHER INFORMATION
Item 4. SUBMISSION of MATTERS to a VOTE of SECURITY HOLDERS
On April 23, 1999, the Registrant held its annual meeting of
stockholders. The matters submitted to a vote by the stockholders were
the election of directors and the retention of independent accountants
for the Registrant.
The vote received by the director nominees was as follows:
For Withheld
Thomas R. Berner 8,841,481 21,053
James B. Busey IV 8,841,985 20,549
David Lasky 8,842,020 20,514
William B. Mitchell 8,841.388 21,146
John R. Myers 8,840,764 21,770
William W. Sihler 8,842,388 20,146
J. McLain Stewart 8,840,143 22,391
There were no votes against or broker non-votes.
The stockholders approved the retention of PricewaterhouseCoopers LLP,
independent accountants for the Registrant. The holders of 8,844,680
shares voted in favor; 13,673 voted against; 4,181 abstained. There
were no broker non-votes.
-16-
Item 6. EXHIBITS and REPORTS on FORM 8-K
(a) Exhibits
Exhibit 3 - By Laws as Amended (Page 18)
Exhibit 27 - Financial Data Schedules (Page 36)
(b) Reports on Form 8-K
The Registrant did not file any report on Form 8-K during the
quarter ended March 31, 1999.
SIGNATURES
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 thereunto duly authorized.
CURTISS-WRIGHT CORPORATION
(Registrant)
By: /s/ Robert A. Bosi
-----------------------
Robert A. Bosi
Vice President-Finance
By: /s/ Kenneth P. Slezak
------------------------
Kenneth P. Slezak
Controller
Dated: May 14, 1999
-17-