SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-1093 KAMAN CORPORATION (Exact Name of Registrant) Connecticut 06-0613548 (State of Incorporation) (I.R.S. Employer Identification No.) 1332 Blue Hills Avenue, Bloomfield, Connecticut 06002 (Address of principal executive offices) Registrant's telephone number, including area code-(860) 243-7100 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: -Class A Common Stock, Par Value $1.00 -6% Convertible Subordinated Debentures Due 2012 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 (or for such shorter period that the registrant was required to file such reports) 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 (Section 229.405 of this chapter) 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. [ X ]. State the aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. $202,675,885.41 as of February 1, 2000. Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. Class A Common 22,438,667 shares Class B Common 667,814 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Corporation's 1999 Annual Report to Shareholders are incorporated by reference and filed as Exhibit 13 to this Report. PART I ITEM 1. BUSINESS Kaman Corporation, incorporated in 1945, reports information for itself and its subsidiaries (collectively, the "corporation") in the following business segments: Aerospace, Industrial Distribution, and Music Distribution. The Aerospace segment serves commercial, U.S. defense and foreign government markets. Its principal programs consist of its SH-2G maritime helicopter, K-MAX (Registered Trademark) "aerial truck" helicopter, subcontract work involving aircraft structures and the manufacture of products such as self-lubricating bearings and driveline couplings for aircraft applications. The Industrial Distribution segment serves nearly every sector of U.S. industry with industrial replacement parts as well as support services. The Music Distribution segment serves domestic and foreign markets with a wide variety of music instruments and accessories and manufactures guitars and other music products for professional and amateur musicians. On August 2, 1999, Paul R. Kuhn joined Kaman Corporation as President, Chief Executive Officer, and a member of the Board of Directors. Prior to that, Mr. Kuhn was senior vice president of the aerospace engine business for Coltec Industries, Inc. which had merged with BF Goodrich Co. Mr. Charles H. Kaman, founder of Kaman Corporation, will continue in his role as Chairman of the Board. AEROSPACE The Aerospace segment consists of several operating subsidiaries of Kaman Aerospace Group, Inc., including Kaman Aerospace Corporation, Kaman Aerospace International Corporation, K-MAX Corporation, and Kamatics Corporation. Kaman Electromagnetics Corporation and Kaman Instrumentation Corporation, two of the smaller subsidiaries in this group, were merged with Kaman Aerospace Corporation during 1999. The segment's largest current program is the SH-2G Super Seasprite helicopter, an advanced, intermediate weight, multi-mission, maritime aircraft that increases a ship's effectiveness by expanding its surveillance capability, providing over-the-horizon warning and targeting of potential threats, and contributing to the ship's combat capabilities. At present the program generally involves retrofit of the corporation's SH-2F helicopters (previously manufactured for the U.S. Navy and currently in desert storage) to the SH-2G configuration. The corporation currently has commercial contracts with the Commonwealth of Australia and the Government of New Zealand for the supply of SH-2G helicopters. The aircraft is also in service with the Egyptian Air Force and the U.S. Navy Reserve. The program for New Zealand involves five (5) SH-2G(NZ) aircraft, and support, for New Zealand defense forces. The contract has an anticipated value of $175.4 million (US). Work is proceeding on this program and Page 1 deliveries are scheduled to begin in late 2000. The program for Australia involves eleven (11) SH-2G(A) aircraft with support, including a support services facility, for the Royal Australian Navy. The total contract has an anticipated value of about $675 million (US) and the helicopter production portion of the work is valued at $557 million (US). The Australian SH-2G(A) will contain an integrated cockpit and weapons system known as ITAS (Integrated Tactical Avionics System) that builds on developments in avionics, sensors, navigation, communication and weaponry to enable a two-man crew to fly the helicopter and maintain "total sea control" over a large area of ocean. Initial flight testing of the production prototype SH-2G(A) began in October of 1999 and deliveries are scheduled to begin in early 2001. The corporation is actively monitoring the work of its subcontractors and in certain cases (specifically, Litton Guidance and Control Systems which is responsible for a variety of integration software) has established a resident manager at the subcontractor site. During 1999, the corporation continued to provide on-site support services to the Egyptian Air Force following completion of delivery of ten (10) aircraft to the Republic of Egypt in 1998. The SH-2 is an aircraft that was originally manufactured for the U.S. Navy and although no longer being produced for the U.S. Navy, twelve (12) aircraft are maintained in the U.S. Navy Reserve's active fleet. While these aircraft remain in service, the corporation will continue providing logistics and spare parts support for the aircraft. The corporation has made an agreement with the appropriate federal agencies to take a consignment of the U.S. Navy's inventory of SH-2 spare parts; the initial agreement has been extended beyond the scheduled September 1999 expiration date in the expectation that the parties will eventually reach agreement on a longer term arrangement. The overall objective is for the corporation to provide further support of U.S. Naval Reserve requirements while having the ability to utilize certain inventory for support of the corporation's other SH-2 programs. The corporation continues efforts to build and further enhance familiarization with the SH-2's capabilities among various foreign governments. This market is highly competitive and is also influenced by economic and political conditions. The corporation continues to pursue this business, including possible further orders from current customers. The corporation also manufactures the K-MAX medium to heavy lift "aerial truck" helicopter which has a variety of potential applications, including logging, oil and gas exploration, power line and other utility construction, fire fighting, movement of equipment and high altitude projects. K-MAX, now in its sixth year of commercial operation, is based on the corporation's intermeshing rotor technology with servo-flap control. Constructed with fewer components and less airframe weight, the K-MAX has increased payload capacity and lower manpower, maintenance and spare parts inventory requirements, resulting in a cost-effective tool for industries requiring medium to heavy repetitive lift capabilities. The corporation has been conservative in its production of this aircraft since inception, however the program continues to experience market difficulties due in significant part to Page 2 conditions in the U.S. and Canadian logging industries, the aircraft's "launch" application and principal market to date. During the past two years, significant weakness in the logging industry has adversely affected certain current customers as well as potential customers and curtailed sales of the aircraft. The corporation's commercial efforts have been refocused on further development of the aircraft's other applications. These efforts are ongoing, however, successful sales development in these markets and profitability for the program will take some time to achieve. In addition, K-MAX has shown its capabilities in the noncombat role of vertical replenishment for the military through two successful demonstrations for the U.S. Navy Military Sealift Command; during 1999, the corporation bid on a three year charter/lease project involving two aircraft and was notified during the fourth quarter of the year that a helicopter operator had been awarded the contract. The corporation is a subcontractor on a number of commercial and defense aviation programs, including production of wing structures and other components for virtually all Boeing commercial aircraft as well as components for the McDonnell Douglas C-17 transport, the Comanche helicopter and the F-14 and F-22 fighters. The corporation also manufactures self-lubricating bearings for use principally in aircraft flight controls, turbine engines and landing gear, which are used extensively in today's commercial airliners, as well as driveline couplings for use principally in helicopters. During 1999, the corporation experienced some softness in these businesses due to a slowdown of growth trends in the commercial aviation industry and the efforts of major manufacturers, particularly Boeing (which is a long standing and important customer of the segment) to increase efficiency within their own operations by implementing new inventory and procurement practices. Among its smaller programs, the corporation develops and manufactures high reliability memory systems that are used in over 120 airborne, shipboard and ground based programs. The corporation also designs and manufactures fuzing and safing devices used in a wide range of missiles and manufactures high precision non-contact measuring systems and high performance microwave cable assemblies for commercial, industrial and military applications. INDUSTRIAL DISTRIBUTION The Industrial Distribution segment consists of Kaman Industrial Technologies Corporation and its Canadian subsidiary, Kaman Industrial Technologies, Ltd. This segment is the third largest distributor of industrial parts in North America, serving the electrical/mechanical power transmission and bearing, fluid power, motion control and materials handling segment of the overall industrial distribution industry through its computer linked network of branches and distribution centers across the U.S. and in British Columbia, Canada. The company supplies nearly every sector of manufacturing and processing industry in North America, offering more than one million individual items in various product groups representing more than one thousand manufacturers. The segment's product Page 3 offerings range from virtually every type of bearing made, from simple nylon sleeve bearings to super-precision ceramic hybrids; and include hydraulic and pneumatic products and services; power transmission components and materials handling equipment; electrical products and components, including AC/DC electric motors, and AC/DC adjustable speed drives, controls and sensors; linear motion components and subsystems, including linear bearings, bushings, shafts, rails and ball screws; accessories and maintenance items such as lubricants, adhesives, sealants, chemicals, specialty tools, and other products. The products that the segment purchases for distribution are for the most part derived from traditional technologies, although the segment is increasingly selling products with the higher technological content required to support automated production processes. In addition to providing products, the segment can also monitor processes for efficiency and improvement opportunity, and provide inventory management, just-in-time delivery, and cost savings analysis (called Documented Savings (Trade Mark)). In addition, the segment's state-of-the-art computer system provides electronic data interchange and direct links to customers' and suppliers' purchasing departments, handling the process from invoice creation and proposal requests to purchase orders. During 1999, the segment continued to experience pressure on operating margins due to the depressed market for a number of key customer industries, chiefly, mining, primary metals, paper and chemicals where low capacity utilization adversely affected demand for products distributed by the segment. In addition, while the distribution business has traditionally been very competitive, increasing consolidation in the industry has resulted in even more intense competition. To address these conditions and bolster its competitive position, the segment undertook several initiatives in late 1999, including a reorganization of its sales, marketing, and field management structure, a consolidation of certain branches and closure of others and an extensive program to remove obsolete or excess inventory to the ongoing organization. MUSIC DISTRIBUTION The Music Distribution segment consists of Kaman Music Corporation, KMI Europe, Inc., and a Canadian subsidiary, B&J Music Ltd. This segment is the largest independent distributor of music instruments and accessories in the U.S., offering more than 10,000 music instruments and accessories to over 65 countries out of seven facilities in the United States and Canada. Products range from the segment's proprietary products, including Ovation (Registered Trademark) and Hamer (Registered Trademark) guitars, to distribution of the Takamine (Registered Trademark) guitar line, as well as percussion instruments such as the Toca (Registered Trademark) line of Latin-style percussion instruments and Gibraltar (Registered Trademark) percussion hardware, to instructional instruments such as violins, violas, horns, drums and other percussion products and accessories. During 1999, the segment implemented a state-of-the-art supply chain management software system that enables it to offer customers such services as inventory management, just-in-time delivery, Internet access, and electronic data interchange. Page 4 FINANCIAL INFORMATION Information concerning each segment's performance for the last three fiscal years appears in the corporation's 1999 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated by reference. PRINCIPAL PRODUCTS AND SERVICES Following is information for the three preceding fiscal years concerning the percentage contribution of the corporation's classes of products and services to the corporation's consolidated net sales: Years Ended December 31 1997 1998 1999 ------ ------ ------ Aerospace 27.6% 38.1% 37.8% Scientific Services (1) 13.9% ---- ---- Industrial Distribution 45.9% 50.1% 50.3% Music Distribution 12.6% 11.8% 11.9% ------ ------ ------ Total 100.0% 100.0% 100.0% (1) The Scientific Services segment, which consisted of Kaman Sciences Corporation, the corporation's defense information technology business, was sold on December 30, 1997. RESEARCH AND DEVELOPMENT EXPENDITURES Government sponsored research expenditures by the Aerospace and Scientific Services segments were $11.3 million in 1999, $13.2 million in 1998, and $75.7 million in 1997. Independent research and development expenditures were $4.9 million in 1999, $8.5 million in 1998, and $6.9 million in 1997. The Scientific Services segment which conducted significant government sponsored research in 1997 was sold on December 30, 1997. Page 5 BACKLOG Program backlog of the Aerospace segment was approximately $580.1 million at December 31, 1999, $757.1 million at December 31, 1998, and (together with the Scientific Services segment which was sold on December 30, 1997) $935.2 million at December 31, 1997. The corporation anticipates that approximately 56% of its backlog at the end of 1999 will be performed in 2000. Approximately 8.8% of the backlog at the end of 1999 is related to U.S. government contracts or subcontracts which are included in backlog to the extent that funding has been appropriated by Congress and allocated to the particular contract by the relevant procurement agency. Certain of these government contracts, less than 1% of the backlog, have been funded but not signed. GOVERNMENT CONTRACTS During 1999, approximately 84.4% of the work performed by the corporation directly or indirectly for the United States government was performed on a fixed-price basis and the balance was performed on a cost-reimbursement basis. Under a fixed-price contract, the price paid to the contractor is negotiated at the outset of the contract and is not generally subject to adjustment to reflect the actual costs incurred by the contractor in the performance of the contract. Cost reimbursement contracts provide for the reimbursement of allowable costs and an additional negotiated fee. The corporation's United States government contracts and subcontracts contain the usual required provisions permitting termination at any time for the convenience of the government with payment for work completed and associated profit at the time of termination. COMPETITION The Aerospace segment operates in a highly competitive environment with many other organizations which are substantially larger and have greater financial and other resources. The corporation competes with other helicopter manufacturers on the basis of price, performance, and mission capabilities; and also on the basis of its experience as a manufacturer of helicopters, the quality of its products and services, and the availability of facilities, equipment and personnel to perform contracts. Consolidation in the industry has increased the level of international competition for helicopter programs. The corporation is also affected by the political and economic circumstances of its potential foreign customers. The corporation's FAA certified K-MAX helicopters compete with military surplus helicopters and other commercial helicopters used for lifting, as well as with alternative methods Page 6 of meeting lifting requirements. The corporation competes for its subcontract aircraft structure and specialty aircraft component business on the basis of price and quality; product endurance and special performance characteristics; proprietary knowledge; and the reputation of the corporation. Industrial distribution operations are subject to a high degree of competition from several other national distributors, two of which are substantially larger than the corporation; and from many regional and local firms. Competitive forces are intensifying as the major competitors grow through consolidation. Music distribution operations compete with domestic and foreign distributors. Certain musical instrument products manufactured by the corporation are subject to competition from U.S. and foreign manufacturers as well. The corporation competes in these markets on the basis of service, price, performance, and inventory variety and availability. The corporation also competes on the basis of quality and market recognition of its music products and has established certain trademarks and trade names under which certain of its music products are produced, as well as under private label manufacturing in a number of foreign countries. FORWARD-LOOKING STATEMENTS This report contains forward-looking information relating to the corporation's business and prospects, including the SH-2G and K-MAX helicopter programs, specialty self-lubricating bearings and couplings, the industrial and music distribution businesses, and other matters that involve a number of uncertainties that may cause actual results to differ materially from expectations. Those uncertainties include, but are not limited to: 1) the successful conclusion of contract negotiations with government authorities, including foreign governments; 2) political developments in countries where the corporation intends to do business; 3) standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; 4) economic and competitive conditions in markets served by the corporation including industry consolidation in the United States and global economic conditions; 5) the timing, degree and scope of market acceptance for products such as a repetitive lift helicopter; 6) U.S. industrial production levels; 7)achievement and continuation of Year 2000 compliance by the corporation, its customers, suppliers and service providers, including various federal, state and foreign governments and agencies thereof; 8) currency exchange rates, taxes, laws and regulations, inflation rates, general business conditions and other factors. Any forward-looking information should be considered with these factors in mind. Page 7 EMPLOYEES As of December 31, 1999, the Corporation employed 4,025 individuals throughout its industry segments and corporate headquarters as follows: Aerospace 2,023 Industrial Distribution 1,532 Music Distribution 395 Corporate Headquarters 75 ----- 4,025 PATENTS AND TRADEMARKS The corporation holds patents reflecting scientific and technical accomplishments in a wide range of areas covering both basic production of certain products, including aerospace products and musical instruments, as well as highly specialized devices and advanced technology products in defense related and commercial fields. Although the corporation's patents enhance its competitive position, management believes that none of such patents or patent applications is singularly or as a group essential to its business as a whole. The corporation holds or has applied for U.S. and foreign patents with expiration dates that range through the year 2020. These patents are allocated among the corporation's industry segments as follows: U.S. PATENTS FOREIGN PATENTS Segment Issued Pending Issued Pending Aerospace 77 4 55 10 Industrial Distribution 0 0 0 0 Music Distribution 9 0 4 0 -- -- -- -- 86 4 59 10 Trademarks of Kaman Corporation include Adamas, Applause, Hamer, KAflex, KAron, K-MAX, Magic Lantern, and Ovation. In all, the corporation maintains 213 U.S. and foreign trademarks with 14 applications pending, most of which relate to music products in the Music Distribution segment. Page 8 COMPLIANCE WITH ENVIRONMENTAL PROTECTION LAWS In the opinion of management, based on the corporation's knowledge and analysis of relevant facts and circumstances, compliance with any environmental protection laws is not likely to have a material adverse effect upon the capital expenditures, earnings or competitive position of the corporation or any of its subsidiaries. The corporation is subject to the usual reviews, inspections and enforcement actions by various federal and state environmental and enforcement agencies and has entered into agreements and consent decrees at various times in connection with such reviews. Also on occasion the corporation has been identified as a potentially responsible party ("PRP") by the U.S. Environmental Protection Agency ("EPA") in connection with the EPA's investigation of certain third party facilities. In each instance, the corporation has provided appropriate responses to all requests for information that it has received, and the matters have been resolved either through de minimis settlements, consent agreements, or through no further action being taken by the EPA or the applicable state agency with respect to the corporation. With respect to any such matters which may currently be pending, the corporation has been able to determine, based on its current knowledge, that resolution of such matters is not likely to have a material adverse effect on the future financial condition of the corporation. In arriving at this conclusion, the corporation has taken into consideration site-specific information available regarding total costs of any work to be performed, and the extent of work previously performed. Where the corporation has been identified as a PRP at a particular site, the corporation, using information available to it, also has reviewed and considered a number of other factors, including: (i) the financial resources of other PRPs involved in each site, and their proportionate share of the total volume of waste at the site; (ii) the existence of insurance, if any, and the financial viability of the insurers; and (iii) the success others have had in receiving reimbursement for similar costs under similar policies issued during the periods applicable to each site. FOREIGN SALES Twenty-Six and Three Tenths percent (26.3%) of the sales of the corporation made in 1999 were to customers located outside the United States. In 1999, the corporation continued its efforts to develop international markets for its products and foreign sales (including sales for export); and during 1999 the corporation continued to perform work under contracts with the Commonwealth of Australia and the Government of New Zealand for the supply of retrofit SH-2G helicopters with deliveries under both programs expected to begin in the late 2000/early 2001 time frame. Additional information required by this item appears in the Page 9 corporation's 1999 Annual Report to Shareholders, and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. YEAR 2000 ("Y2K") COMPLIANCE During 1999, the corporation utilized the services of KPMG LLP as a consultant to assist in formalizing the corporation's Y2K compliance program and to provide periodic assessment of the corporation's progress. The corporation did not experience any adverse impact upon its business operations with the arrival of the year 2000, however the program managers from each of the operating subsidiaries as well as the oversight committee at corporate headquarters (both groups being part of the compliance program described in the corporation's SEC reports during 1999) will continue to monitor this item for several months. Additional information concerning this item appears in the corporation's 1999 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. ITEM 2. PROPERTIES The corporation occupies approximately 3.27 million square feet of space throughout the United States, Canada and Australia, distributed as follows: SEGMENT SQUARE FEET (in thousands as of 12/31/99) Aerospace 1,641 Industrial Distribution 1,185 Music Distribution 399 Corporate Headquarters 40 ----- Total 3,265 Page 10 The Aerospace segment's principal facilities are located in Arizona, Connecticut, and Massachusetts; other facilities including offices and smaller manufacturing and assembly operations are located in several other states. These facilities are used for manufacturing, research and development, engineering and office purposes. The U.S. Government owns 154 thousand square feet of the space occupied by Kaman Aerospace Corporation in Bloomfield, Connecticut in accordance with a Facilities Lease Agreement with a five (5) year term expiring in March 2003. The corporation also occupies a facility in Nowra, New South Wales, Australia under a contract providing for a ten (10) year term expiring June, 2010. The Industrial Distribution segment's facilities are located throughout the United States with principal facilities located in California, Connecticut, New York, Kentucky and Utah. Additional Industrial Distribution segment facilities are located in British Columbia, Canada. These facilities consist principally of regional distribution centers, branches and office space with a portion used for fabrication and assembly work. The Music Distribution segment's facilities in the United States are located in Connecticut, California, Georgia, Tennessee and Texas. An additional Music Distribution facility is located in Ontario, Canada. These facilities consist principally of regional distribution centers, source centers and office space. Also included are facilities used for manufacturing musical instruments. The corporation occupies a 40 thousand square foot Corporate headquarters building in Bloomfield, Connecticut. The corporation's facilities are suitable and adequate to serve its purposes and substantially all of such properties are currently fully utilized. Many of the properties, especially within the Industrial Distribution segment, are leased. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the corporation or any of its subsidiaries is a party or to which any of their property is subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the fourth quarter of 1999. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS CAPITAL STOCK AND PAID-IN CAPITAL Information required by this item appears in the corporation's 1999 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. Page 11 INVESTOR SERVICES PROGRAM Shareholders of Kaman Class A common stock are eligible to participate in the ChaseMellon Investor Services Program administered by Mellon Bank, N.A. which offers a variety of services including dividend reinvestment. A booklet describing the program may be obtained by writing to the program's Administrator, Mellon Bank, N.A., P. O. Box 3338, South Hackensack, NJ 07606-1938. QUARTERLY CLASS A COMMON STOCK INFORMATION - ----------------------------------------------------------------- High Low Close Dividend 1999 First $16.13 $11.56 $12.81 $.11 Second 16.00 10.75 15.69 .11 Third 16.00 12.31 12.75 .11 Fourth 13.13 10.06 12.88 .11 - ----------------------------------------------------------------- 1998 First $18.38 $15.75 $18.38 $.11 Second 20.38 17.63 19.03 .11 Third 19.38 13.00 17.13 .11 Fourth 17.13 14.50 16.06 .11 - ----------------------------------------------------------------- QUARTERLY DEBENTURE INFORMATION (6% Conv. Subordinated) - ----------------------------------------------------------------- High Low Close - ----------------------------------------------------------------- 1999 First $ 99.88 $94.00 $ 97.00 Second 103.00 96.00 100.00 Third 100.00 94.00 97.50 Fourth 97.50 91.00 97.00 - ----------------------------------------------------------------- 1998 First $101.00 $96.00 $100.00 Second 100.50 98.00 98.00 Third 100.63 96.00 96.50 Fourth 104.00 96.50 97.50 - ----------------------------------------------------------------- NASDAQ market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. Page 12 ANNUAL MEETING The Annual Meeting of Shareholders of the corporation will be held on Tuesday, April 11, 2000 at 11:00 a.m. in the offices of the corporation, 1332 Blue Hills Avenue, Bloomfield, Connecticut 06002. Holders of all classes of Kaman securities are invited to attend, however it is expected that matters on the agenda for the meeting will require the vote of Class B shareholders only. ITEM 6. SELECTED FINANCIAL DATA Information required by this item appears in the corporation's 1999 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information required by this item appears in the corporation's 1999 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information required by this item appears in the corporation's 1999 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. Additional financial information is contained in the Financial Data Schedule included as Exhibit 27 to this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Following is information concerning each Director and Executive Officer of Kaman Corporation including name, age, position with the corporation, and business experience during the last five years: Brian E. Barents Mr. Barents, 56, has been a Director since 1996. He is President and Chief Executive Officer of Galaxy Aerospace Company L.P. Prior to that he was President and Chief Executive Officer of Learjet, Inc. Page 13 T. Jack Cahill Mr. Cahill, 51, has held various positions with Kaman Industrial Technologies Corporation, a subsidiary of the corporation, since 1975, and has been President of that subsidiary since 1993. E. Reeves Callaway, III Mr. Callaway, 52, has been a Director since 1995. He is President of The Callaway Advanced Technology Corporation. Frank C. Carlucci Mr. Carlucci, 69, has been a Director since 1989. Prior to that he served as U.S. Secretary of Defense. He is Chairman of The Carlyle Group, merchant bankers, and Chairman of Nortel Networks Corporation (formerly Northern Telecon). Mr. Carlucci is also a director of Ashland, Inc., Neurogen Corporation, Pharmacia & Upjohn, Inc., Quaker Oats Company, Sun Resorts, Ltd., N.V., Texas Biotechnology Corporation, and IRI International Corporation. Laney J. Chouest, M.D. Dr. Chouest, 46, has been a Director since 1996. He is Owner-Manager of Edison Chouest Offshore, Inc. Candace A. Clark Ms. Clark, 45, has been Senior Vice President and Chief Legal Officer and Secretary since 1996. Prior to that she served as Vice President and Counsel. Ms. Clark has held various positions with the corporation since 1985. John A. DiBiaggio Dr. DiBiaggio, 67, has been a Director since 1984. He is President and Chief Executive Officer of Tufts University. Prior to that he was President and Chief Executive Officer of Michigan State University. Ronald M. Galla Mr. Galla, 49, has been Senior Vice President and Chief Information Officer since 1995. Prior to that he served as Vice President and director of the corporation's Management Information Systems, a position which he held since 1990. Mr. Galla has been director of the corporation's Management Information Systems since 1984. Page 14 Robert M. Garneau Mr. Garneau, 56, has been Executive Vice President and Chief Financial Officer since 1995. Previously he served as Senior Vice President, Chief Financial Officer and Controller. Mr. Garneau has held various positions with the corporation since 1981. Huntington Hardisty Admiral Hardisty (USN-Ret.), 71, President of Kaman Aerospace International Corporation, a subsidiary of the corporation, since 1995, retired from employment with that company effective March 1, 2000. He has been a Director since 1991 and will continue in that capacity. In addition, he will be a consultant to the corporation for a period of two years. He retired from the U.S. Navy in 1991 having served as Commander-in- Chief for the U.S. Navy Pacific Command since 1988. He is also a director of Contraves, Inc., MPR Inc., and CNA Corporation. Charles H. Kaman Mr. Kaman, 80, has been Chairman of the Board of Directors since 1945. Until 1999 he was also President and Chief Executive Officer of the corporation. C. William Kaman II Mr. Kaman, 48, has been a Director since 1992. He is Chairman and CEO of AirKaman of Jacksonville, Inc., a former subsidiary of the corporation which was sold in 1997 and is no longer affiliated with the corporation. Previously he was Executive Vice President of the corporation and was President of Kaman Music Corporation, a subsidiary of the corporation. Mr. Kaman is the son of Charles H. Kaman, Chairman of the Board of Directors of the corporation. Walter R. Kozlow Mr. Kozlow, 64, has been President of Kaman Aerospace Corporation, a subsidiary of the corporation, since 1986, and has held various positions with Kaman Aerospace Corporation since 1960. Page 15 Eileen S. Kraus Ms. Kraus, 61, has been a Director since 1995. She is Chairman (Connecticut) of Fleet National Bank. Since 1979 she has held various positions at Shawmut Bank Connecticut and Shawmut National Corporation, predecessors of Fleet Bank, N.A. and its holding company, Fleet Financial Group. She is a director of Yankee Energy System, Inc., The Stanley Works, Bestfoods Corporation, ConnectiCare Holding Co., Inc. and ConnectiCare, Inc. Paul R. Kuhn Mr. Kuhn, 57, was appointed President and Chief Executive Officer of the corporation and was elected a Director in 1999. From 1998 to 1999 he was Senior Vice President, Operations, Aerospace Engine Business, for Coltec Industries, Inc. Prior to that he was Group Vice President, Coltec Industries, Inc. and President of its Chandler Evans division. Hartzel Z. Lebed Mr. Lebed, 72, has been a Director since 1982, and served as Vice Chairman of the Board of Directors from January, 1999 to September, 1999. He is the retired President of CIGNA Corporation. Walter H. Monteith, Jr. Mr. Monteith, 69, has been a Director since 1987. He is the retired Chairman of Southern New England Telecommuni- cations Corporation. Wanda L. Rogers Mrs. Rogers, 67, has been a Director since 1991. She is President and Chief Executive Officer of Rogers Helicopters, Inc. She is also a director of Clovis Community Bank. Robert H. Saunders, Jr. Mr. Saunders, 59, became President of Kaman Music Corporation, a subsidiary of the corporation, in 1998. Previously he served as Senior Vice President of the corporation since 1995 and also held the position of Senior Executive Vice President of Kaman Music Corporation during a portion of that period. Page 16 Each Director and Executive Officer has been elected for a term of one year and until his or her successor is elected. The terms of all Directors and Executive Officers are expected to expire as of the Annual Meeting of the Shareholders and Directors of the corporation to be held on April 11, 2000. Based upon information provided to the corporation by persons required to file reports under Section 16(a) of the Securities Exchange Act of 1934, no Section 16(a) Reporting delinquencies occurred in 1999. ITEM 11. EXECUTIVE COMPENSATION A) GENERAL. The following tables provide certain information relating to the compensation of the Corporation's Chief Executive Officer, its four other most highly compensated executive officers and its directors. Page 17 B) SUMMARY COMPENSATION TABLE. Annual Compensation Long Term Compensation ------------------- ---------------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) All Name and Other AWARDS Other Principal Salary Bonus Annual RSA Options/SARs LTIP Comp. Position Year ($) ($) Comp.(1)($)(2) (#Shares) Payments ($)(3) - --------------------------------------------------------------------------- C. H. Kaman 1999 850,000 200,000 363,229 ------- ------- --- 140,000 Chairman 1998 850,000 408,000 116,201 ------- 0/ --- 64,120 125,000 1997 750,000 400,000 ------- ------- ------ --- 56,793 P. R. Kuhn 1999 250,000(4) 360,000 ------- 706,250 100,000/--- 3,661 President 180,000 and Chief 1998 ------- ------- ------- ------- ------- --- ------ Executive Officer 1997 ------- ------- ------- ------- ------- --- ------ R.M.Garneau 1999 400,000 175,000 ------- 43,500 9,000/--- 12,329 Executive 30,000 Vice Pres- 1998 375,000 175,000 ------- 127,500 7,500/--- 12,418 ident and 12,500 Chief 1997 340,000 185,000 ------- 99,375 10,000/--- 10,896 Financial 100,000 Officer W.R.Kozlow 1999 275,000 140,000 ------- 36,250 7,500/ --- 18,150 President 20,000 Kaman 1998 255,000 100,000 ------- 85,000 7,500/ --- 13,170 Aerospace 10,000 Corporation 1997 240,000 100,000 ------- 79,500 9,000/ --- 13,588 50,000 T.J. Cahill 1999 255,000 51,000 ------- 36,250 7,500/ --- 7,449 President, 15,000 Kaman 1998 245,000 80,000 ------- 85,000 7,500/ --- 7,397 Industrial 7,500 Technologies 1997 230,000 90,000 ------- 79,500 9,000/ --- 7,754 Corporation 50,000 Page 18 <FN> 1. The corporation maintains a program pursuant to which it pays for tax and estate planning services provided to executive officers by third parties, up to certain limits. Amounts reported in this column include payments for such services as follows: $152,788 on behalf of C.H. Kaman in 1999 and $91,060 on behalf of C. H. Kaman in 1998. In addition, domestic services were provided to C.H. Kaman in the amount of $98,807 in 1999. 2. As of December 31, 1999, aggregate restricted stock holdings and their year end value were: C.H. Kaman, none; P.R. Kuhn, 50,000 shares valued at $643,750; R.M. Garneau, 17,500 shares valued at $225,313; W.R. Kozlow, 13,500 shares valued at $173,813; and T.J. Cahill, 13,500 shares valued at $173,813. Restrictions lapse at the rate of 20% per year for all awards, beginning one year after the grant date provided recipient remains an employee of the corporation or a subsidiary. Awards reported in this column are as follows: P. R. Kuhn, 50,000 shares in 1999; R. M. Garneau, 3,000 shares in 1999, 7,500 shares in 1998, and 7,500 shares in 1997; W.R. Kozlow, 2,500 shares in 1999, 5,000 shares in 1998, and 6,000 shares in 1997; and T.J. Cahill, 2,500 shares in 1999, 5,000 shares in 1998, and 6,000 shares in 1997. Dividends are paid on the restricted stock. 3. Amounts reported in this column consist of: C.H. Kaman, $53,000 - Officer 162 Insurance Program, $87,000 - medical expense reimbursement program ("MERP") plus amounts attributable to the corporation's direct medical expense reimbursement to Mr. Kaman; P.R. Kuhn, $1,566 - Senior executive life insurance program ("Executive Life"), $2,000 - employer matching contributions to the Kaman Corporation Thrift and Retirement Plan (the "Thrift Plan employer match"); $95 - MERP; R.M. Garneau, $3,701- Executive Life, $851 - Officer 162 Insurance Program, $2,000 - Thrift Plan employer match, $590 - MERP, $5,187 - all supplemental employer contributions under the Kaman Corporation Deferred Compensation Plan ("supplemental employer contributions"); W.R. Kozlow, $7,963 - - Executive Life, $2,000 - Thrift Plan employer match, $5,000 - MERP, $3,187 - supplemental employer contributions; and T.J. Cahill, $2,296- Executive Life, $2,000 - Thrift Plan employer match, $1,328 - MERP, $1,825- supplemental employer contributions. 4. P.R. Kuhn joined the corporation on August 2, 1999 as President and Chief Executive Officer. </FN> Page 19 C) OPTION/SAR GRANTS IN THE LAST FISCAL YEAR: - ---------------------------------------------------------------------------- Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term* - ---------------------------------------------------------------------------- (a) (b) (c) (d) (e) (f) (g) % of Total Options/ SARs** Options/ Granted to SARs** Employees Exercise or Granted in Fiscal Base Price Expiration Name (#) Year ($/Sh) Date 5%($) 10%($) - ---------------------------------------------------------------------------- C. H. Kaman 0/ 0/ ----- ------- --------- --------- 0 0 P. R. Kuhn 100,000/ 31.97/ 14.125 8/02/09 2,487,278 6,303,251 180,000 66.67 R. M. Garneau 9,000/ 2.88/ 14.50 2/09/09 355,640 901,261 30,000 11.11 W. R. Kozlow 7,500/ 2.40/ 14.50 2/09/09 250,772 635,505 20,000 7.41 T. J. Cahill 7,500/ 2.40/ 14.50 2/09/09 205,177 519,958 15,000 5.56 *The information provided herein is required by Securities and Exchange Commission rules and is not intended to be a projection of future common stock prices. **Stock Appreciation Rights (SARs) payable in cash only, not in shares of common stock. Page 20 D) AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR, AND FISCAL YEAR-END OPTION/SAR VALUES. Value of Number of Unexercised Unexercised in-the-money options options* Options at FY-end (#) at FY-end ($) acquired on Value exercisable/ exercisable/ Name Exercise(#) realized unexercisable unexercisable (a) (b) (c) (d) (e) - ------------------------------------------------------------------- C. H. Kaman none none 20,000/0 102,500/0 P. R. Kuhn " " 0/100,000 0/0 R. M. Garneau " " 32,500/26,500 85,125/12,250 W. R. Kozlow " " 31,500/24,000 83,625/11,250 T. J. Cahill " " 26,000/24,000 58,063/11,250 Value of Number of Unexercised Unexercised in-the-money SARs SARs* SARs at FY-end (#) at FY-end ($) acquired on Value exercisable/ exercisable/ Name Exercise(#) realized unexercisable unexercisable (a) (b) (c) (d) (e) - ------------------------------------------------------------------- C. H. Kaman none none 25,000/100,000 0/0 P. R. Kuhn " " 0/180,000 0/0 R. M. Garneau " " 42,500/100,000 0/0 W. R. Kozlow " " 22,000/58,000 0/0 T. J. Cahill " " 21,500/51,000 0/0 *Difference between the 12/31/99 FMV and the exercise price(s). E) LONG TERM INCENTIVE PLAN AWARDS: Except as described above, no long term incentive plan awards were made to any named executive officer in the last fiscal year. Page 21 F) PENSION AND OTHER DEFINED BENEFIT DISCLOSURE. The following table shows estimated annual benefits payable at normal retirement age to participants in the Corporation's Pension Plan at various compensation and years of service levels using the benefit formula applicable to Kaman Corporation. Pension benefits are calculated based on 60 percent of the average of the highest five consecutive years of "covered compensation" out of the final ten years of employment less 50 percent of the primary social security benefit, reduced proportionately for years of service less than 30 years: PENSION PLAN TABLE Years of Service Remuneration* 15 20 25 30 35 - ----------------------------------------------------------------- 125,000 33,381 44,731 55,412 66,762 66,762 150,000 40,881 54,781 67,862 81,762 81,762 175,000 48,381 64,831 80,312 96,762 96,762 200,000 55,881 74,881 92,762 111,762 111,762 225,000 63,381 84,931 105,212 126,762 126,762 250,000 70,881 94,981 117,662 141,762 141,762 300,000 85,881 115,081 142,562 171,762 171,762 350,000 100,881 135,181 167,462 201,762 201,762 400,000 115,881 155,281 192,362 231,762 231,762 450,000 130,881 175,381 217,262 261,762 261,762 500,000 145,881 195,481 242,162 291,762 291,762 750,000 220,881 295,981 366,662 441,762 441,762 1,000,000 295,881 396,481 491,162 591,762 591,762 1,250,000 370,881 496,981 615,662 741,762 741,762 1,500,000 445,881 597,481 740,162 891,762 891,762 1,750,000 520,881 697,981 864,662 1,041,762 1,041,762 2,000,000 595,881 798,481 989,162 1,191,762 1,191,762 *Remuneration: Average of the highest five consecutive years of "Covered Compensation" out of the final ten years of service. "Covered Compensation" means "W-2 earnings" or "base earnings", if greater, as defined in the Pension Plan. W-2 earnings for pension purposes consist of salary (including 401(k) and Section 125/129 Plan contributions but not deferrals under a non-qualified Deferred Compensation Plan), bonus and taxable income attributable to restricted stock awards and the cash out of employee stock options. Salary and bonus amounts for the named Executive Officers for 1999 are as shown on the Summary Compensation Table. Compensation deferred under the Corporation's non-qualified deferred compensation plan is included in Covered Compensation here because it is covered by the Corporation's unfunded supplemental employees' retirement plan for the participants in that plan. Page 22 Current Compensation covered by the Pension Plan for any named executive whose Covered Compensation differs by more than 10% from the compensation disclosed for that executive in the Summary Compensation Table: Mr. Kaman, $1,258,000; Mr. Garneau, $662,709; Mr. Cahill, $404,937. Federal law imposes certain limitations on annual pension benefits under the Pension Plan. For the named executive officers who are participants, the excess will be paid under the Corporation's unfunded supplemental employees' retirement plan. The Executive Officers named in Item 11(b) are participants in the plan and as of December 31, 1999, had the number of years of credited service indicated: Mr. Kaman - 54.1 years; Mr. Kuhn - 2.0; Mr. Garneau - 18.48 years; Mr. Kozlow - 39.7 years; Mr. Cahill - - 24.7 years. Benefits are computed generally in accordance with the benefit formula described above. G) COMPENSATION OF DIRECTORS. In general, non-employee members of the Board of Directors of the corporation receive an annual retainer of $20,000 and a fee of $1,000 for attending each meeting of the Board and each meeting of a Committee of the Board, except that the Chairman of the Audit Committee receives a fee of $1,250 for attending each meeting of that Committee. Such fees may be received on a deferred basis. In addition, each non-employee director will receive a Restricted Stock Award for 500 shares (issued pursuant to the corporation's Stock Incentive Plan), providing for immediate vesting upon election as a director at the corporation's 2000 Annual Meeting of Shareholders. H) EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS. The corporation has entered an arrangement with Mr. C. H. Kaman that (1) in the event he retires or dies during active employment with the corporation, he and/or Mrs. Kaman will be provided with medical/dental benefits for the remainder of their lives; and (2) in the event he becomes disabled during active employment, he will be assured of receiving an amount equal to his then current annual base salary for the remainder of his life. In addition, the corporation has entered into certain Employment Agreements and Change in Control Agreements with certain Executive Officers, copies of which were filed as exhibits to the corporation's report on Form 10-Q (Document 54381-99-14) filed with the Securities and Exchange Commission on November 12, 1999. The Employment Agreement and Change in Control Agreement for Mr. P. R. Kuhn were amended and restated as of November 16, 1999, and are attached as Exhibit 10c(I) and 10c(II), respectively, to this Form 10-K. Page 23 The corporation has also entered into an agreement with Admiral Hardisty providing him with a separation payment in the amount of $370,000 and retaining him as a consultant for a period of two years following his retirement from regular employment effective March 1, 2000 at a per diem rate of $1,000.00. A copy of such agreement is attached as Exhibit 10d to this Form 10-K. In addition, the corporation has an agreement with Mr. C. William Kaman, retaining him as a Senior Executive Advisor through December 31, 2001 at the annual rate of $245,000. A copy of such agreement appears as Exhibit 10(c) to the corporation's 1998 Form 10-K (Document 54381-99-3) filed with the Securities and Exchange Commission on March 16, 1999. Except as disclosed in Item 13, and except as described above and in connection with the corporation's Pension Plan and the corporation's non-qualified Deferred Compensation Plan, the corporation has no other employment contract, plan or arrangement with respect to any named executive which relates to employment termination for any reason, including resignation, retirement or otherwise, or a change in control of the corporation or a change in any such executive officer's responsibilities following a change of control, which exceeds or could exceed $100,000. I) Not Applicable. J) COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS. 1) The following persons served as members of the Personnel and Compensation Committee of the Corporation's Board of Directors during the last fiscal year: Frank C. Carlucci, Brian E. Barents, Eileen S. Kraus, and Walter H. Monteith, Jr. None of these individuals was an officer or employee of the corporation or any of its subsidiaries during either the last fiscal year or any portion thereof in which he or she served as a member of the Personnel and Compensation Committee. 2) During the last fiscal year no executive officer of the corporation served as a director of or as a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of, or on the Personnel and Compensation Committee of the corporation. K) Not Applicable. L) Not Applicable. Page 24 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. Following is information about persons known to the corporation to be beneficial owners of more than five percent (5%) of the Corporation's voting securities. Ownership is direct unless otherwise noted. - ----------------------------------------------------------------- Class of Number of Shares Common Name and Address Owned as of Percentage Stock Beneficial Owner February 1, 2000 of Class - ----------------------------------------------------------------- Class B Charles H. Kaman 258,375(1) 38.69% Kaman Corporation Blue Hills Avenue Bloomfield, CT 06002 Class B Newgate Associates 199,802 29.91% Limited Partnership c/o Murtha, Cullina, Richter and Pinney LLP CityPlace I 185 Asylum Street Hartford, CT 06103 Class B C. William Kaman, II 64,446(2) 9.65% c/o AirKaman of Jacksonville, Inc. Jacksonville International Airport 14700 Yonge Drive Jacksonville, FL 32218 Class B Robert D. Moses 51,177(3) 7.66% Farmington Woods Avon, CT 06001 <FN> (1) Excludes 1,471 shares held by Mrs. Kaman. Excludes 199,802 shares reported separately above and held by Newgate Associates Limited Partnership, a limited partnership in which Mr. Kaman serves as general partner. (2) Excludes 4,800 shares held as trustee for the benefit of certain family members. (3) Includes 39,696 shares held by a partnership controlled by Mr. Moses. </FN> Page 25 (b) SECURITY OWNERSHIP OF MANAGEMENT. The following is information concerning beneficial ownership of the Corporation's stock by each Director of the corporation, each Executive Officer of the corporation named in the Summary Compensation Table, and all Directors and Executive Officers of the corporation as a group. Ownership is direct unless otherwise noted. Class of Number of Shares Owned Percentage Name Common Stock as of February 1, 2000 of Class - -------------------------------------------------------------------- Brian E. Barents Class A 1,500 * T. Jack Cahill Class A 70,830(1) * E. Reeves Callaway Class A 1,500 * Frank C. Carlucci Class A 4,500(2) * Laney J. Chouest Class A 6,831 * John A. DiBiaggio Class A 1,500 * Robert M. Garneau Class A 71,995(3) * Class B 23,236 3.48% Huntington Hardisty Class A 36,600(4) * Charles H. Kaman Class A 160,004(5) * Class B 258,375(6) 38.69% C. William Kaman, II Class A 88,288(7) * Class B 64,446(8) 9.65% Walter R. Kozlow Class A 93,175(9) * Class B 296 * Paul R. Kuhn Class A 50,000 * Eileen S. Kraus Class A 2,129 * Hartzel Z. Lebed Class A 17,642(10) * Walter H. Monteith, Jr. Class A 1,700 * Wanda L. Rogers Class A 1,500 * All Directors and Executive Officers Class A 674,475(11) 2.98% as a group ** Class B 348,235 52.14% * Less than one percent. ** Excludes 23,612 Class A shares and 1,471 Class B shares held by spouses of certain Directors and Executive Officers. <FN> (1) Includes 34,100 shares subject to the exercisable portion of stock options. (2) Includes 3,500 shares held jointly with Mrs. Carlucci. (3) Includes 41,300 shares subject to the exercisable portion of stock options. (4) Includes 17,100 shares subject to the exercisable portion of stock options. Page 26 (5) Excludes the following: 23,132 shares held by Mrs. Kaman; 8,010 shares held by Fidelco Guide Dog Foundation, Inc., a charitable foundation of which Mr. Kaman is President and Director, in which shares Mr. Kaman disclaims beneficial ownership; 184,434 shares held by Newgate Associates Limited Partnership, a limited partnership of which Mr. Kaman is the general partner; 21,816 shares held by Oldgate Limited Partnership ("Oldgate") a limited partnership of which Mr. Kaman is the general partner; 127,034 shares held by Oldgate and as to which shares Mr. Kaman disclaims beneficial interest, such portion of Oldgate having been placed in an irrevocable trust; and 70,500 shares held by the Charles H. Kaman Charitable Foundation, a private charitable foundation. Includes 20,000 shares subject to exercisable portion of stock options. (6) Excludes the following: 1,471 shares held by Mrs. Kaman and 199,802 shares held by Newgate Associates Limited Partnership, a limited partnership of which Mr. Kaman is the general partner. (7) Includes 25,300 shares subject to exercisable portion of stock options; and excludes 87,582 shares held by Mr. Kaman as Trustee, in which shares Mr. Kaman disclaims any beneficial ownership. (8) Excludes 4,800 shares held by Mr. Kaman as Trustee in which shares Mr. Kaman disclaims any beneficial ownership. (9) Includes 39,600 shares subject to exercisable portion of stock options. (10)Includes shares held jointly with Mrs. Lebed, and 8,000 shares held in an Individual Retirement Account, excludes 480 shares held by Mrs. Lebed. (11)Includes 212,000 shares subject to exercisable portion of stock options. </FN> ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 1999, the corporation obtained legal services from the Hartford, Connecticut law firm of Murtha, Cullina, Richter and Pinney LLP of which Mr. John S. Murtha, who served as a Director of the corporation through April, 1999, is of counsel. The corporation also obtained video production services in the amount of $103,642 from Polykonn Corporation, a corporation controlled by Mr. Steven Kaman, son of Charles H. Kaman, Chairman of the corporation. Page 27 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) FINANCIAL STATEMENTS. See Item 8 concerning financial statements appearing as Exhibit 13 to this Report and concerning the Financial Data Schedule appearing as Exhibit 27 to this Report. (a)(2) FINANCIAL STATEMENT SCHEDULES. An index to the financial statement schedules immediately precedes such schedules. (a)(3) EXHIBITS. An index to the exhibits filed or incorporated by reference immediately precedes such exhibits. (b) REPORTS ON FORM 8-K. The following report on Form 8-K was filed during the fourth quarter of 1999. Date Filed Item No. Accession Number ---------------------------------------------------- December 21, 1999 5, 7 54381-99-17 Page 28 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, in the Town of Bloomfield, State of Connecticut, on this 20th day of March, 2000. KAMAN CORPORATION (Registrant) By Paul R. Kuhn, President and Chief Executive Officer 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. Signature: Title: Date: - ------------------------------------------------------------------- Paul R. Kuhn President, Chief Executive March 20, 2000 Officer and Director Robert M. Garneau Executive Vice President March 20, 2000 and Chief Financial Officer (Principal Financial and Accounting Officer) Paul R. Kuhn March 20, 2000 Attorney-in-Fact for: Brian E. Barents Director E. Reeves Callaway, III Director Frank C. Carlucci Director Laney J. Chouest Director John A. DiBiaggio Director Huntington Hardisty Director Charles H. Kaman Director C. William Kaman, II Director Eileen S. Kraus Director Hartzel Z. Lebed Director Walter H. Monteith, Jr. Director Wanda L. Rogers Director Page 29 KAMAN CORPORATION AND SUBSIDIARIES Index to Financial Statement Schedules Report of Independent Auditors Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts Page 30 REPORT OF INDEPENDENT AUDITORS KPMG LLP Certified Public Accountants CityPlace II Hartford, Connecticut 06103 The Board of Directors and Shareholders Kaman Corporation: Under date of January 24, 2000, we reported on the consolidated balance sheets of Kaman Corporation and subsidiaries as of December 31, 1999 and 1998 and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999, as contained in the 1999 annual report to shareholders. These consolidated financial statements and our report thereon are included in the annual report on Form 10-K for 1999. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule as listed in the accompanying index. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG LLP Hartford, Connecticut March 17, 2000 Page 31 KAMAN CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Dollars in Thousands) YEAR ENDED DECEMBER 31, 1997 Additions BALANCE CHARGED TO BALANCE JANUARY 1, COSTS AND DECEMBER 31, DESCRIPTION 1997 EXPENSES OTHERS DEDUCTIONS 1997 Allowance for doubtful accounts $2,574 $2,950 $----- $1,697(A) $3,827 ====== ====== ====== ====== ====== Accumulated amortization of goodwill $3,867 $ 345 $----- $2,834(B) $1,378 ====== ====== ====== ====== ====== YEAR ENDED DECEMBER 31, 1998 Additions BALANCE CHARGED TO BALANCE JANUARY 1, COSTS AND DECEMBER 31, DESCRIPTION 1998 EXPENSES OTHERS DEDUCTIONS 1998 Allowance for doubtful accounts $3,827 $1,058 $----- $ 838(A) $4,047 ====== ====== ====== ====== ====== Accumulated amortization of goodwill $1,378 $ 110 $----- $----- $1,488 ====== ====== ====== ====== ====== YEAR ENDED DECEMBER 31, 1999 Additions BALANCE CHARGED TO BALANCE JANUARY 1, COSTS AND DECEMBER 31, DESCRIPTION 1999 EXPENSES OTHERS DEDUCTIONS 1999 Allowance for doubtful accounts $4,047 $1,355 $----- $ 883(A) $4,519 ====== ====== ====== ====== ====== Accumulated amortization of goodwill $1,488 $ 110 $----- $----- $1,598 ====== ====== ====== ====== ====== <FN> (A) Write-off of bad debts, net of recoveries (B) Write-off of accumulated amortization of goodwill related to the sale of a subsidiary or division. </FN> Page 32 KAMAN CORPORATION INDEX TO EXHIBITS Exhibit 3a The Amended and Restated by reference Certificate of Incorporation of the corporation, as amended, has been filed with the Securities and Exchange Commission on form S-8POS on May 11, 1994, as Document No. 94-20. Exhibit 3b The By-Laws of the corporation by reference as amended on February 9, 1999 has been filed with the Securities and Exchange Commission on Form 10-K on March 16, 1999, as Document No. 99-03. Exhibit 4a Indenture between the corporation by reference and Manufacturers Hanover Trust Company, as Indenture Trustee, with respect to the Corporation's 6% Convertible Subordinated Debentures, has been filed as Exhibit 4.1 to Registration Statement No. 33 - 11599 on Form S-2 of the corporation filed with the Securities and Exchange Commission on January 29, 1987 and is incorporated in this report by reference. Exhibit 4b The Amended and Restated by reference Revolving Credit Agreement between the corporation and The Bank of Nova Scotia and Fleet National Bank of Connecticut, as Co-Administrative Agents, dated as of July 3, 1997 has been filed as an exhibit to the Corporation's Form 10-Q Document No. 54381-97-16 filed with the Securities and Exchange Commission on August 15, 1997 and is incorporated in this report by reference. Page 33 Exhibit 4c The corporation is party to certain by reference long-term debt obligations, such as real estate mortgages, copies of which it agrees to furnish to the Commission upon request. Exhibit 10a The Kaman Corporation 1993 Stock by reference Incentive Plan as amended effective November 18, 1997 has been filed as an exhibit to the Corporation's Form 10-K Document No. 54381-98-09 filed with the Securities and Exchange Commission on March 16, 1998 (as amended by Document No. 54381-98-13 on March 27, 1998) and is incorporated in this report by reference. Exhibit 10b The Kaman Corporation Employees by reference Stock Purchase Plan as amended effective November 19, 1997 has been filed as an exhibit to the Corporation's Form 10-K Document No. 54381-98-09 filed with the Securities and Exchange Commission on March 16, 1998 (as amended by Document No. 54381-98-13 on March 27, 1998) and is incorporated in this report by reference. Exhibit 10c(I) Employment Agreement between Kaman Attached Corporation and Paul R. Kuhn dated November 16, 1999. Exhibit 10c(II) Change of Control Agreement between Attached Kaman Corporation and Paul R. Kuhn dated November 16, 1999 Exhibit 10d Agreement between Kaman Corporation Attached and Huntington Hardisty dated February 24, 2000. Exhibit 11 Statement regarding computation Attached of per share earnings. Exhibit 13 Portions of the Corporation's Attached 1999 Annual Report to Shareholders as required by Item 8. Exhibit 21 Subsidiaries. Attached Exhibit 23 Consent of Independent Auditors. Attached Page 34 Exhibit 24 Power of attorney under which Attached this report has been signed on behalf of certain directors. Exhibit 27 Financial Data Schedule Attached Page 35