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, 1994
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.)
Blue Hills Avenue, Bloomfield, Connecticut 06002
(Address of principal executive offices)
Registrant's telephone number, including area code-(203) 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
-Series 2 Preferred Stock, Par Value $1.00
-Depositary Shares, each representing one quarter of a
share of Series 2 Preferred Stock
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 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.
$1,730,406 as of February 1, 1995.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of February 1, 1995.
Class A Common 17,535,987 shares
Class B Common 667,814 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 1994 Annual Report to Shareholders
are incorporated by reference and filed as Exhibit 13 to this
Report. No other documents except those previously filed with
the Commission are incorporated herein by reference.
PART I
ITEM 1. BUSINESS
Kaman Corporation, incorporated in 1945, and its
subsidiaries (collectively, the "Corporation") serve government,
industrial and commercial markets through two industry segments:
Diversified Technologies and Distribution. The Diversified
Technologies group provides design and manufacture of advanced
technology products and systems, advanced technology services and
aircraft manufacturing. The Distribution segment distributes
industrial products, distributes and manufactures music products
and provides support services to its customers and provides
aviation services.
DIVERSIFIED TECHNOLOGIES
The Diversified Technologies segment consists of several
wholly-owned subsidiaries, including Kaman Diversified
Technologies Corporation, Kaman Aerospace Corporation, Kaman
Sciences Corporation, Kamatics Corporation, Kaman
Electromagnetics Corporation, and Kaman Instrumentation
Corporation, as well as a 50% interest in Advanced Energetic
Materials Corporation of America. A former Diversified
Technologies subsidiary, Raymond Engineering Inc., was merged
into Kaman Aerospace Corporation on January 31, 1995.
The Diversified Technologies segment develops and
manufactures various advanced technology products and systems
which are used in markets that the Corporation serves. Among the
products manufactured are self lubricating bearings used on
aircraft and in other systems, flexible couplings for
helicopters, precision measuring instruments, composite flyer
bows, RF transmission and delay lines, telecommunication
products, photonic and optical systems, ruggedized tape and disk
memory systems used primarily in aircraft, and safing and fuzing
systems for use in missiles. The Corporation also develops and
produces various motors, generators, alternators, launchers and
electric drive systems using electromagnetic technology. In
addition, the Corporation has contracts with the U.S. government
for a number of advanced technology programs relating to some of
the systems described above and to other proprietary systems
developed by the Corporation. The Corporation's merger of its
Raymond Engineering Inc. subsidiary into Kaman Aerospace
Corporation was undertaken in order to downsize Raymond
Engineering's operations and to focus on advanced technology
product areas which, in the opinion of the Corporation,
demonstrate the most potential for future success.
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As a second category of its business, the Diversified
Technologies segment also provides advanced technology services
to a number of customers, including all branches of the armed
forces, various Government agencies, the Department of Energy,
Department of Transportation, various defense contractors,
utilities and industrial organizations. The services offered
include software engineering and maintenance, operation of
Government information analysis centers, field and laboratory
testing services, communication system design and analysis,
specialized sensor design, electromagnetic interference and
compatibility evaluations, analysis and simulation of electronic
signals, various types of artificial intelligence systems and
weapon system evaluation.
A third category of this segment's business is aircraft
manufacturing, including the development and manufacture of
helicopters and the integration of systems related to
helicopters. The Corporation is the prime contractor for the
SH-2 series helicopter, a multi-mission aircraft presently
serving the U.S. Navy with two squadrons of the SH-2G
configuration of such helicopter in the Navy's Reserve fleet.
Reductions in defense spending resulted in the phasing out of the
SH-2 series helicopter from the Navy's Active (non-Reserve) fleet
in 1994 and the Corporation's contract with the Navy for
retrofitting certain model SH-2F helicopters to the SH-2G
configuration was completed in 1994. The Corporation is
exploring long term foreign military sales potential for
retrofitting SH-2G helicopters, as maritime helicopters operating
off FF-1052 class frigates being leased to foreign governments by
the U.S. Navy. In 1994 the Arab Republic of Egypt signed a
letter of agreement for the foreign military sale of ten
retrofitted SH-2G helicopters having dipping sonar capability.
The Corporation is in the process of negotiating its contract
with the U.S. Navy to perform such retrofit work for such
helicopters which is expected to have a value of $100 million
over a three year period. The Corporation also produces a new
commercial helicopter, known as the K-MAX (registered trademark)
"aerial truck" incorporating intermeshing rotor technology
developed by the Corporation. The K-MAX is a medium lift
helicopter designed to provide superior operational capabilities.
The Corporation has devoted a substantial portion of its research
and development activities to this product during the past
several years and continues to do so. In 1994 the Corporation
received Federal Aviation Administration (FAA) type certification
and a total of five (5) K-MAX helicopters were delivered to
customers under a special lease program in order to maintain
active involvement in the product's introduction to the
marketplace.
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Kaman manufactures subcontract aircraft products for
government and commercial customers on programs such as the
McDonnell Douglas C-17 and the Boeing 767 and 777, and is
involved in various programs requiring development of new
technologies such as composite structural components for the F-22
and V-22 aircraft. It also manufactures composite rotor blades
for helicopters, and airborne laser-based electro-optical imaging
and detection systems for military and commercial operations.
Such electro-optical systems include imaging LIDAR systems and
the Corporation's proprietary Magic Lantern (registered
trademark) system which allows underwater objects to be detected
from an airborne platform.
DISTRIBUTION
The Distribution segment consists of several wholly-owned
subsidiaries including the following: Kaman Industrial
Technologies Corporation, Kaman Music Corporation, and AirKaman
of Jacksonville, Inc. This segment distributes industrial
products, manufactures and distributes music products, and
provides aviation services.
Kaman Industrial Technologies Corporation is a national
distributor of industrial products operating through more than
150 service centers located in 29 states and British Columbia,
Canada. The Corporation supplies a broad range of industries
with original equipment, repair and replacement products needed
to maintain traditional manufacturing processes and,
increasingly, with products of higher technological content that
are required to support automated production processes. The
Corporation serves nearly every sector of heavy and light
industry, including automobile manufacturing, agriculture, food
processing, pulp and paper manufacturing, mining, chemicals,
electronics and general manufacturing. Products available
include various types of standard and precision mounted and
unmounted bearings; mechanical power transmission equipment such
as V-belts, couplings, and gear reducers; electrical power
transmission products, motors, AC/DC controls, sensors and motion
control devices; materials handling equipment, belts, conveyor
idlers and pulleys; hydraulic drive systems and parts; and
accessory products such as lubricants and seals. Although the
vast majority of the company's business consists of resale of
products, operations include some design, fabrication, and
assembly work in connection with products sold.
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The Corporation continues to develop certain support service
capabilities in order to meet the maintenance needs of its
customers' manufacturing operations. These services include
electrical panel and systems fabrication centers capabilities and
similar capabilities for hydraulic and pneumatic control panels,
linear positioning systems, and material handling systems. In
1994 the Corporation, on a limited basis, continued to act as a
supplier of capital equipment to various systems engineering and
manufacturing customers by acting as a sales agent for certain
equipment manufacturers. As the Corporation has entered new
market areas, it has invested in new product inventory and in
some instances it has established inventory on consignment in
customer locations. The Corporation maintains a management
information system, consisting of an on-line computer network
linking all of its mainland U.S. and Canadian industrial
distribution facilities, which enhances its ability to provide
more efficient nationwide service and to improve inventory
management. In addition, the Corporation has undertaken
initiatives to address the needs of certain national account
customers that desire to reduce their vendor base by entering
into "partnering" relationships to broaden geographical coverage.
Kaman Music Corporation distributes more than 13,000
different music instruments and accessories to independent
retailers in the United States, Canada, and Great Britain and to
international distributors throughout the world. Products
include acoustic, acoustic-electric and electric guitars and
basses, music strings for all fretted instruments, drums,
percussion products and related accessories, instrument and P.A.
amplification systems, electronic tuners and metronomes,
educational percussion and brass instruments and a full range of
accessories for all musical instruments. The Corporation
manufactures and distributes certain guitars under the
Corporation's various brand names including Ovation and Hamer
guitars, fretted musical instrument strings of various brands,
and the Trace Elliot range of stringed instrument amplification
equipment. In 1994 the Corporation acquired B & J Music Ltd., a
Canadian distributor of musical instruments. Operations of Kaman
Music Corporation are conducted through three (3) manufacturing
facilities and seven (7) distribution centers in the United
States and Canada, an international sales division based in the
United States and a manufacturing and distribution facility in
Great Britain.
The segment also distributes aviation fuel and provides
aviation services at Jacksonville International Airport,
Jacksonville, Florida where the Corporation conducts fixed base
operations for general and commercial aviation under a contract
with the Port Authority of the City of Jacksonville which extends
through the year 2008.
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FINANCIAL INFORMATION
Information concerning each segment's performance for the
last three fiscal years appears in the Corporation's 1994 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
1992 1993 1994
------ ------ ------
Diversified Technologies:
Advanced Technology Products
and Systems 12.6% 13.5% 12.1%
Advanced Technology Services 13.6 14.1 13.5
Aircraft Manufacturing 19.7 15.5 12.3
---- ---- ----
Segment Total 45.9 43.1 37.9
Distribution:
Industrial Products 41.9 42.9 46.7
Music Products and Other Services 12.2 14.0 15.4
---- ---- ----
Segment Total 54.1 56.9 62.1
Total 100.0% 100.0% 100.0%
===== ===== =====
RESEARCH AND DEVELOPMENT EXPENDITURES
Government sponsored research expenditures by the
Diversified Technologies segment were $123.7 million in 1994,
$142.3 million in 1993, and $124.5 million in 1992. Independent
research and development expenditures were $21.1 million in 1994,
$18.4 million in 1993, and $17.8 million in 1992.
Page 5
BACKLOG
Program backlog of the Diversified Technologies segment was
approximately $228.9 million at December 31, 1994, $240.8 million
at December 31, 1993, and $361.4 million at December 31, 1992.
The Corporation anticipates that approximately 88.9% of its
backlog at the end of 1994 will be performed in 1995.
Approximately 69.1% of the backlog at the end of 1994 is related
to 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 1994, approximately 50% 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 Diversified Technologies segment operates in a highly
competitive environment with many other organizations which are
substantially larger and have greater financial and other
resources. For sales of advanced technology products and
systems, the Corporation competes with a wide range of
manufacturers primarily on the basis of price and the quality,
endurance, reliability and special performance characteristics of
those products. Operations also depend in part on the ability to
develop new technologies which have effective commercial and
Page 6
military applications. Examples of proprietary or patented
products developed by the Corporation include the Magic Lantern
(Registered Trademark) system for detecting underwater objects
from a helicopter, the Kamatics line of specialty bearings and
the Corporation's line of electromagnetic motors and drives,
among others. In providing scientific services and systems
development, the Corporation competes primarily on the basis of
the technical capabilities and experience of its personnel in
specific fields. When bidding for aerospace contracts and
subcontracts, the Corporation competes on the basis of price and
quality of its products and services as well as the availability
of its facilities, equipment and personnel to perform the
contract. Defense market conditions have been significantly
affected by an ongoing slowdown in defense spending; continued
decreases in federal government expenditures are anticipated in
future periods as well. During 1994 the Department of Defense
actively pursued its implementation of defense acquisition reform
by emphasizing the use of commercially developed state-of-the-art
technology products and performance-based procurement standards
rather than traditional military specification standards. The
change in defense program emphasis and greater constraints in the
federal budget have increased the level of competition for
defense programs. The Corporation's contract to retrofit certain
of its SH-2 series helicopters to the SH-2G configuration for the
U.S. Navy was completed in 1994 and, as the U.S. Navy reduces the
size of its fleet, the Corporation expects a corresponding
reduction in the level of logistics and spare parts required. In
providing spare parts, the Corporation competes with other
helicopter manufacturers on the basis of price, performance and
product capabilities and also on the basis of its experience as a
manufacturer of helicopters. The Corporation's FAA certificated
K-MAX helicopters will compete with other helicopters suitable
for lifting, with surplus U.S. military helicopters, and with
alternative methods of meeting lifting requirements.
Distribution operations are subject to a high degree of
competition from several other national distributors and many
regional and local firms both in the U.S. and elsewhere in the
world. Certain musical instrument products of the Corporation
are subject to competition from U.S. and foreign manufacturers
also. 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 both in the United States and under
private label manufacturing in foreign countries.
Page 7
EMPLOYEES
As of December 31, 1994, the Corporation employed 5,239
individuals throughout its industry segments as follows:
Diversified Technologies 2,939
Distribution 2,241
Corporate Headquarters 59
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 such areas as nuclear
sciences, strategic defense and other commercial, scientific and
defense related 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 2011.
These patents are allocated among the Corporation's industry
segments as follows:
U.S. PATENTS FOREIGN
Patents
Segment Issued Pending Issued Pending
Diversified Technologies 113 24 53 45
Distribution 26 0 13 0
Trademarks of Kaman Corporation include Adamas, Applause,
Hamer, KAflex, KAron, K-Max, Magic Lantern, and Ovation. In all,
the Corporation maintains 208 U.S. and foreign trademarks with 51
applications pending, most of which relate to music products in
the 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, there
will be no material adverse effect upon the capital expenditures,
earnings or competitive position of the Corporation or any of its
subsidiaries occasioned by compliance with any environmental
protection laws.
The Corporation is subject to the usual reviews and
inspections by environmental agencies of the various states in
which the Corporation has facilities, and the Corporation has
entered into agreements and consent decrees at various times in
connection with such reviews. On occasion the Corporation also
has been identified as a potentially responsible party ("PRP") by
the U.S. Environmental Protection Agency in connection with its
investigation of certain waste disposal sites. In each such
instance to date, the Corporation's involvement, if any, has
been either of a de minimis nature or 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 (i) the
financial resources of other PRP's 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
Ninety-three percent (93%) of the sales of the Corporation
are made to customers located in the United States. In 1994, the
Corporation continued its efforts to develop international
markets for its products and foreign sales (including sales for
export).
Page 9
ITEM 2. PROPERTIES
The Corporation occupies approximately 4.6 million square
feet of space throughout the United States, Canada, and Great
Britain, distributed as follows:
SEGMENT SQUARE FEET (in thousands)
Diversified Technologies 2,105
Distribution 2,412
Corporate Headquarters 40
Diversified Technologies principal facilities are located in
Arizona, Colorado, Connecticut, Florida, Massachusetts,
Pennsylvania and Virginia; other facilities including offices and
smaller manufacturing and assembly operations are located in
several other states. These facilities are used for
manufacturing, scientific 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 facility
contract. In 1994 the Corporation purchased an 80 thousand
square foot office building in Colorado Springs, Colorado, for
use by its subsidiary, Kaman Sciences Corporation.
The Distribution segment occupies approximately 2.1 million
square feet of space throughout the United States with principal
facilities located in California, Connecticut, New York, Texas
and Utah; approximately 100 thousand square feet of space in
British Columbia, Canada; approximately 40 thousand square feet
of space in Ontario, Canada; and approximately 150 thousand
square feet of space in Essex, England. These facilities consist
principally of regional distribution centers, service centers
and office space with a portion used for fabrication and assembly
work. Also included are facilities used for manufacturing
musical instruments, and facilities leased in Florida for
aviation services operations.
Kaman Corporation occupies a 40 thousand square foot
Corporate headquarters building in Bloomfield, Connecticut.
Page 10
The Corporation's facilities are suitable and adequate to
serve its purposes. While substantially all of such properties
are currently fully utilized, the Corporation consolidated some
of its properties in the Diversified Technologies segment during
1994 and expects to consolidate further in the next few years.
Many of the properties, especially within the Distribution
segment, are leased and certain of the Corporation's properties
are subject to mortgages.
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 1994.
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 1994 Annual Report to Shareholders and is included
in Exhibit 13 to this Form 10-K, and is incorporated herein by
reference.
DIVIDEND REINVESTMENT PLAN
Registered shareholders of Kaman Class A common stock are
eligible to participate in the Automatic Dividend Reinvestment
Program. A booklet describing the plan may be obtained by
writing to the Corporation's transfer agent, Chemical Bank,
Securityholder Relations, J.A.F. Building, P. O. Box 3068, New
York, NY 10116-3068.
Page 11
QUARTERLY CLASS A COMMON STOCK INFORMATION
- -----------------------------------------------------------------
High Low Close Dividend
- -----------------------------------------------------------------
1994
First $10 3/8 $9 $ 9 5/8 $.11
Second 10 1/8 8 7/8 9 1/8 $.11
Third 10 1/8 8 1/2 9 5/8 $.11
Fourth 11 1/8 9 1/8 11 $.11
- -----------------------------------------------------------------
1993
First $12 1/8 $9 1/2 $11 1/4 $.11
Second 11 3/4 9 7/8 10 3/4 $.11
Third 11 1/2 9 1/2 10 $.11
Fourth 10 1/8 8 5/8 10 1/8 $.11
- -----------------------------------------------------------------
QUARTERLY DEBENTURE INFORMATION (6% Conv. Subordinated)(Bid)
- -----------------------------------------------------------------
High Low Close
- -----------------------------------------------------------------
1994
First $85 $83 $83
Second 83 76 76
Third 76 74 74
Fourth 74 71 74
- -----------------------------------------------------------------
1993
First $88 1/2 $77 $88 1/2
Second 88 1/2 85 85
Third 89 1/2 83 1/2 89 1/4
Fourth 89 3/4 84 3/4 85
- -----------------------------------------------------------------
QUARTERLY DEPOSITARY SHARES INFORMATION
- -----------------------------------------------------------------
High Low Close Dividend
- -----------------------------------------------------------------
1994
First $52 $50 1/2 $50 3/4 $.81 1/4
Second 51 42 1/2 42 1/2 $.81 1/4
Third 46 40 3/4 43 5/8 $.81 1/4
Fourth 48 42 3/4 46 3/4 $.81 1/4
- -----------------------------------------------------------------
Kaman's Depositary Shares (each representing a one-quarter
interest in a share of its Series 2 preferred stock, $200
liquidation preference) were issued in October 1993, and traded
in a range between 48 and 51 1/2, closing 1993 at 51 1/2.
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 will be held on Tuesday,
April 18, 1995 at 11:00 a.m. in the offices of the Corporation,
1332 Blue Hills Avenue, Bloomfield, Connecticut 06002.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item appears in the
Corporation's 1994 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 1994 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 1994 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:
T. Jack Cahill Mr. Cahill, 46, has held various
positions with Kaman Industrial
Technologies Corporation, a subsidiary
of the Corporation, since 1975. He was
appointed President of Kaman Industrial
Technologies in 1993.
Page 13
E. Reeves Callaway, II Mr. Callaway, 47, is a Director Nominee
for election at the Corporation's 1995
Annual Meeting of Shareholders. He is
President of The Callaway Companies,
Inc.
Frank C. Carlucci Mr. Carlucci, 64, has been a Director
since 1989. He is Chairman of The
Carlyle Group, merchant bankers, having
formerly served as Vice Chairman since
1989. Prior to that he served as U.S.
Secretary of Defense. Mr. Carlucci is
also a Director of Westinghouse Electric
Corporation, Ashland Oil, Inc., Bell
Atlantic Corporation, General Dynamics
Corporation, Neurogen Corporation,
Northern Telecom Limited, Quaker Oats
Company, The Upjohn Company, Sun
Resorts, Inc., and Texas Biotechnology
Corporation.
William P. Desautelle Mr. Desautelle, 55, has been Senior Vice
President and Treasurer since 1990 and
was also designated Chief Investment
Officer in April 1992. Prior to that he
had served as Vice President and
Treasurer.
John A. DiBiaggio Dr. DiBiaggio, 62, 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.
Edythe J. Gaines Dr. Gaines, 72, has been a Director
since 1982. She is a retired
Commissioner of the Public Utility
Control Authority of the State of
Connecticut.
Robert M. Garneau Mr. Garneau, 50, has been Senior Vice
President and Controller since 1990 and
was also designated Chief Financial
Officer in April, 1992. Prior to that he
had served as Vice President and
Controller.
Huntington Hardisty Admiral Hardisty (USN-Ret.), 65, has
been a Director since 1991. He retired
from the U.S. Navy in 1991 having served
as Commander-in-Chief for the U.S. Navy
Pacific Command since 1988, and
presently acts as a consultant to
private industry.
Page 14
Charles H. Kaman Mr. Kaman, 75, has been Chief Executive
Officer and Chairman of the Board of
Directors since 1945. He was also
President from 1945 to 1990.
C. William Kaman II Mr. Kaman, 43, has been a Director
since 1992. He has held various
positions with Kaman Music Corporation,
a subsidiary of the Corporation, since
1974, serving as President of Kaman
Music since 1986. Mr. Kaman is the son
of Charles H. Kaman, Chairman and Chief
Executive Officer of the Corporation.
Walter R. Kozlow Mr. Kozlow, 59, has held various
positions with Kaman Aerospace
Corporation, a subsidiary of the
Corporation, since 1960. He has been
President of Kaman Aerospace since 1986.
Hartzel Z. Lebed Mr. Lebed, 67, has been a Director since
1982. He is the retired President of
CIGNA Corporation and is a Director of
Shawmut National Trust Company.
Harvey S. Levenson Mr. Levenson, 54, has been a Director
since 1989. He has been President
and Chief Operating Officer since April,
1990. Prior to that he had served as
Senior Vice President and Chief
Financial Officer. He is also a
director of Connecticut Natural Gas
Corporation and Security-Connecticut
Corporation.
Walter H. Monteith, Jr. Mr. Monteith, 64, has been a Director
since 1987. He is the retired Chairman
of Southern New England Telecommuni-
cations Corporation. Mr. Monteith is
also a director of Shawmut Bank.
John S. Murtha Mr. Murtha, 81, has been a Director
since 1948. He is counsel to and a
former senior partner of the law firm of
Murtha, Cullina, Richter and Pinney.
Page 15
Robert L. Newell Mr. Newell, 72, has been a Director
since 1976. He is the retired Chairman
of Hartford National Corporation, now
a part of Shawmut Bank.
Patrick L. Renehan Mr. Renehan, 61, has been a Vice
President of Kaman Diversified
Technologies Corporation, a subsidiary
of the Corporation, since 1987. Prior to
that he served as a Vice President of
Kaman Aerospace Corporation.
Wanda L. Rogers Mrs. Rogers, 62, has been a Director
since 1991. She is Chief Executive
Officer of Rogers Helicopters, Inc.
She is also Chairman of the Board of
Clovis Community Bank.
Richard E.W. Smith Mr. Smith, 60, was appointed a Vice
President of the Corporation in 1989.
He has been President of Kaman
Diversified Technologies Corporation,
a subsidiary of the Corporation, since
1990 and prior to that he served as Vice
President of Kaman Sciences Corporation,
a subsidiary of the Corporation.
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 such 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 18, 1995.
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 16
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 LTIP Comp.
Position Year ($) ($) Comp. ($)(1)(#Shares)Payments ($)(2)
- ---------------------------------------------------------------------------
C. H. Kaman 1994 660,000 ------- ------ ------ ------ --- 55,261
Chairman and 1993 660,000 218,000 73,004(3) ------ ------ --- 69,768
Chief 1992 660,000 290,000 ------ ------ ------ --- 57,956
Executive
Officer
H.S.Levenson 1994 400,000 ------- ------ ------ ------ --- 10,743
President 1993 400,000 108,000 ------ 38,000 12,000 --- 18,603
and Chief 1992 400,000 144,000 ------ 49,375 ------ --- 10,664
Operating
Officer
W.R.Kozlow 1994 216,000 60,000 ------ ------ ------ --- 8,636
President, 1993 216,000 50,000 ------ 28,500 9,000 --- 10,446
Kaman 1992 210,000 60,000 ------ 29,625 ------ --- 6,271
Aerospace
Corporation
R.M.Garneau 1994 200,000 60,000 ------ ------ ------ --- 4,845
Senior Vice 1993 190,000 45,000 ------ 28,500 9,000 --- 5,931
President 1992 172,000 50,000 ------ 29,625 ------ --- 4,761
and Chief
Financial
Officer
P.L.Renehan 1994 210,000 45,000 ------ ------ ------ --- 8,214
Vice 1993 205,000 40,000 ------ 28,500 9,000 --- 8,799
President 1992 198,000 50,000 ------ 24,688 ------ --- 6,479
Kaman
Diversified
Technologies
Corporation
Page 17
1. As of December 31, 1994, aggregate restricted stock holdings
and their year end values were: C.H. Kaman, none; H.S. Levenson,
18,200 shares valued at $200,200; W.R. Kozlow, 6,000 shares
valued at $66,000; R.M.Garneau, 6,000 shares valued at $66,000;
P.L. Renehan, 5,400 shares valued at $59,400. Restrictions lapse
at the rate of 20% per year for all awards, beginning one year
after the grant date. Awards reported in this column are as
follows: H.S. Levenson, 4,000 shares in 1993 and 5,000 shares in
1992; W.R. Kozlow, 3,000 shares each in 1993, and 1992; R. M.
Garneau, 3,000 shares each in 1993 and 1992; P. L. Renehan, 3,000
shares in 1993, and 2,500 shares in 1992. Dividends are paid on
the restricted stock.
2. Amounts reported in this column consist of: C. H. Kaman,
$53,000 - Officer 162 Insurance Program, $2,261 - medical expense
reimbursement program ("MERP"); H.S. Levenson, $3,322 - Senior
executive life insurance program ("Executive Life"), $4,524 -
Officer 162 Insurance Program, $1,875 - employer matching
contributions to the Kaman Corporation Thrift and Retirement Plan
(the "Thrift Plan employer match"), $1,022 - MERP; W. R. Kozlow,
$4,131 - Executive Life, $1,875 - Thrift Plan employer match,
$1,238 - MERP; $1,392 - Discretionary cash-out of certain stock
options under Stock Incentive Plan; R. M. Garneau, $1,654 -
Executive Life, $851 - Officer 162 Insurance Program, $1,875 -
Thrift Plan employer match, $465 - MERP; P. L. Renehan, $5,219 -
Executive Life, $1,875 - Thrift Plan employer match, $1,120 -
MERP.
3. 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. $62,164 of the
figure reported in this column relates to payments for such
services on behalf of Mr. Kaman.
Page 18
C) OPTION/SAR GRANTS IN THE LAST FISCAL YEAR:
- ---------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
- ---------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options/
SARs
Options/ Granted to
SARs Employees Exercise or
Granted in Fiscal Base Price Expiration
Name (#) Year ($/Sh) Date 5%($) 10%($)
- ----------------------------------------------------------------------------
C. H. Kaman none --- --- --- --- ---
H.S. Levenson none --- --- --- --- ---
W. R. Kozlow none --- --- --- --- ---
R. M. Garneau none --- --- --- --- ---
P. L. Renehan none --- --- --- --- ---
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/SARs options/SARs
at FY-end (#) at FY-end ($)
Shares
acquired on Value exercisable/ exercisable/
Name Exercise(#) realized unexercisable unexercisable
(a) (b) (c) (d) (e)
- -------------------------------------------------------------------
C. H. Kaman None --- 45,000/-0- 143,125/0
H. S. Levenson None --- 29,400/12,800 89,400/24,600
W. R. Kozlow None --- 18,400/9,000 52,150/16,500
R. M. Garneau None --- 11,600/9,000 34,000/16,500
P. L. Renehan None --- 11,700/8,700 34,200/15,500
Page 19
E) LONG TERM INCENTIVE PLAN AWARDS: No long term incentive plan
awards were made to any named executive officer in the last
fiscal year.
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 34,059 45,639 56,538 68,118 68,118
150,000 41,559 55,689 68,988 83,118 83,118
175,000 49,059 65,739 81,438 98,118 98,118
200,000 56,559 75,789 93,888 113,118 113,118
225,000 64,059 85,839 106,338 128,118 128,118
250,000 71,559 95,889 118,788 143,118 143,118
300,000 86,559 115,989 143,688 173,118 173,118
350,000 101,559 136,089 168,588 203,118 203,118
400,000 116,559 156,189 193,488 233,118 233,118
450,000 131,559 176,289 218,388 263,118 263,118
500,000 146,559 196,389 243,288 293,118 293,118
750,000 221,559 296,889 367,788 443,118 443,118
1,000,000 296,559 397,389 492,288 593,118 593,118
1,250,000 371,559 497,889 616,788 743,118 743,118
1,500,000 446,559 598,389 741,288 893,118 893,118
*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 Plan contributions but not deferrals under a
non-qualified Deferred Compensation Plan), bonus and taxable
income attributable to restricted stock awards. Salary and bonus
amounts for the named Executive Officers for 1994 are as shown on
Page 20
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.
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. Levenson, $543,618; Mr. Kozlow,
$250,185; Mr. Garneau, $230,034; Mr. Renehan, $238,682.
Federal law imposes certain limitations on annual pension
benefits under the Pension Plan. For the named executive
officers, 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 January 1, 1995, had the number of years of
credited service indicated: Mr. Kaman - 49 years; Mr. Levenson -
12 years; Mr. Kozlow - 35 years; Mr. Garneau - 13 years; and Mr.
Renehan - 11 years.
Benefits are computed generally in accordance with the
benefit formula described above.
G) COMPENSATION OF DIRECTORS. Non-officer members of the Board
of Directors of the Corporation receive an annual retainer of
$14,000 and a fee of $750 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 $850 for attending each
meeting of that Committee. These fees may be received on a
deferred basis.
H) EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE
OF CONTROL ARRANGEMENTS. Except as described in connection with
the Corporation's Pension Plan and the Corporation's non-
qualified Deferred Compensation Plan, the Corporation has no
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.
Page 21
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: Dr. Gaines, Mr. Carlucci,
Mr. Murtha, Mr. Newell and Mr. Monteith. None of these
individuals was an officer or employee of the Corporation or any
of its subsidiaries during the last fiscal year. Mr. Murtha was
Secretary of the Corporation in years prior to April 1989 and his
relationship with the Corporation is further disclosed in Item 13
of this report.
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 22
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, 1995 of Class
- -----------------------------------------------------------------
Class B Charles H. Kaman 258,375(1) 38.69%
Kaman Corporation
Blue Hills Avenue
Bloomfield, CT 06002
Class B Newgate Associates, Ltd. 199,802 29.91%
c/o John T. Del Negro
CityPlace I
185 Asylum Street
Hartford, CT 06103
Class B Robert D. Moses 48,729(2) 7.30%
Farmington Woods
Avon, CT 06001
Class B Glenn M. Messemer 33,500 5.02%
Kaman Corporation
Blue Hills Avenue
Bloomfield, CT 06002
(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) Includes 15,192 shares held by Mr. Moses and
33,537 shares held by Paulson and Company as follows:
11,481 shares for the benefit of Mr. Moses, and
22,056 shares held for a partnership controlled by Mr.
Moses.
Page 23
(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, 1995 of Class
- --------------------------------------------------------------------
Frank C. Carlucci Class A 3,000(1) *
John A. DiBiaggio -- -- --
Edythe J. Gaines Class A 1,983 *
Robert M. Garneau Class A 29,608(2) *
Class B 2,160 *
Huntington Hardisty -- -- --
Charles H. Kaman Class A 383,040(3) 2.18%
Class B 258,375(4) 38.69%
C. William Kaman, II Class A 105,414(5) *
Class B 7,567(6) 1.13%
Walter R. Kozlow Class A 51,696(7) *
Class B 296 *
Hartzel Z. Lebed Class A 7,355(8) *
Harvey S. Levenson Class A 76,300(9) *
Class B 19,500(10) 2.92%
Walter H. Monteith, Jr. Class A 200 *
John S. Murtha Class A 48,618(11) *
Class B 432 *
Robert L. Newell Class A 2,880 *
Patrick L. Renehan Class A 33,552(12) *
Wanda L. Rogers Class A 1,000 --
All Directors and Class A 799,337(13) 4.56%
Executive Officers
as a group ** Class B 300,273 44.96%
Page 24
(1) Held jointly with Mrs. Carlucci.
(2) Includes 11,600 shares subject to exercisable portion of
stock options.
(3) Excludes the following: 24,132 shares held by Mrs. Kaman;
7,796 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; and 60,000 shares held by
the Charles H. Kaman Charitable Foundation, a private
charitable foundation. Included are 45,000 shares subject
to exercisable portion of stock options.
(4) 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.
(5) Includes 13,000 shares subject to exercisable portion of
stock options; and excludes 73,190 shares held by Mr. Kaman
as Trustee, in which shares Mr. Kaman disclaims any
beneficial ownership.
(6) Excludes 4,800 shares held by Mr. Kaman as Trustee in which
shares Mr. Kaman disclaims any beneficial ownership.
(7) Includes 18,400 shares subject to exercisable portion of
stock options.
(8) Includes 7,330 shares held jointly with Mrs. Lebed, excludes
480 shares held by Mrs. Lebed.
(9) Includes 2,400 shares subject to exercisable portion of
stock options.
(10)Excludes 500 shares held by Mrs. Levenson.
(11)Held by Fleet National Bank pursuant to a revocable trust.
Excludes 7,980 shares held by Fleet National Bank pursuant
to a revocable trust for the benefit of Mrs. Murtha.
(12)Includes 11,700 shares subject to exercisable portion of
stock options; and includes 1,275 shares held jointly with
Mrs. Renehan.
(13)Includes 131,300 shares subject to exercisable portion of
stock options.
* Less than one percent.
** Excludes 24,612 Class A shares and 1,971 Class B shares held
by spouses of certain Directors and Executive Officers.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1994, the Corporation obtained legal services from the
Hartford, Connecticut law firm of Murtha, Cullina, Richter and Pinney of
which Mr. Murtha, a Director of the Corporation, is counsel. Also
during 1994, the Corporation obtained design and promotional services in
the amount of $78,344.50 from Steven W. Kaman and Polykonn Corporation,
a corporation controlled by him. Steven W. Kaman is the son of Charles
H. Kaman, Chairman and Chief Executive Officer of the Corporation.
Page 25
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.
No reports on Form 8-K were filed during the last quarter of
the year ended December 31, 1994, which year is covered by
this report.
Page 26
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
3rd day of March, 1995.
KAMAN CORPORATION
(Registrant)
By Charles H. Kaman, Chairman
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:
- --------------------------------------------------------------------
Charles H. Kaman Chairman, Chief Executive March 8, 1995
Officer and Director
(Chief Executive Officer)
Harvey S. Levenson President and Director March 8, 1995
(Chief Operating Officer)
Robert M. Garneau Senior Vice President March 8, 1995
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Harvey S. Levenson March 8, 1995
Attorney-in-Fact for:
Frank C. Carlucci Director
John A. DiBiaggio Director
Edythe J. Gaines Director
Huntington Hardisty Director
C. William Kaman, II Director
Hartzel Z. Lebed Director
Walter H. Monteith, Jr. Director
John S. Murtha Director
Robert L. Newell Director
Wanda L. Rogers Director
Page 27
KAMAN CORPORATION AND SUBSIDIARIES
Index to Financial Statement Schedules
Report of Independent Auditors
Financial Statement Schedules:
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-Term Borrowings
Schedule X - Supplemental Income Statement Information
Page 28
REPORT OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
Certified Public Accountants
CityPlace II
Hartford, Connecticut 06103
The Board of Directors and Shareholders
Kaman Corporation:
Under date of January 25, 1995, we reported on the consolidated
balance sheets of Kaman Corporation and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated
statements of earnings, changes in shareholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1994, as contained in the 1994 annual report to
shareholders. These consolidated financial statements and our
report thereon are included in the annual report on Form 10-K for
1994. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related
financial statement schedules as listed in the accompanying
index. These financial statement schedules are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statement schedules
based on our audits.
In our opinion, such schedules, when considered in relation to
the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set
forth therein.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
January 25, 1995
Page 29
KAMAN CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
YEAR ENDED DECEMBER 31, 1992
Additions
---------
BALANCE CHARGED TO BALANCE
JANUARY 1, COSTS AND DECEMBER 31,
DESCRIPTION 1992 EXPENSES OTHERS DEDUCTIONS 1992
Allowance for
doubtful
accounts $1,198 $1,076 $----- $1,040(A) $1,234
====== ====== ====== ====== ======
Accumulated
amortization
of goodwill $7,465 $1,265 $----- $----- $8,730
====== ====== ====== ====== ======
YEAR ENDED DECEMBER 31, 1993
Additions
---------
BALANCE CHARGED TO BALANCE
JANUARY 1, COSTS AND DECEMBER 31,
DESCRIPTION 1993 EXPENSES OTHERS DEDUCTIONS 1993
Allowance for
doubtful
accounts $1,234 $1,141 $----- $ 799(A) $1,576
====== ====== ====== ====== ======
Accumulated
amortization
of goodwill $8,730 $1,268 $----- $----- $9,998
====== ====== ====== ====== ======
YEAR ENDED DECEMBER 31, 1994
Additions
---------
BALANCE CHARGED TO BALANCE
JANUARY 1, COSTS AND DECEMBER 31,
DESCRIPTION 1994 EXPENSES OTHERS DEDUCTIONS 1994
Allowance for
doubtful
accounts $1,576 $1,198 $----- $1,109(A) $1,665
====== ====== ====== ====== ======
Accumulated
amortization
of goodwill $9,998 $1,318 $----- $7,772(B) $3,544
====== ====== ====== ====== ======
(A) Write-off of bad debts, net of recoveries
(B) Write-off of accumulated amortization of goodwill related to the
write-down of goodwill in Raymond Engineering Inc.
Page 30
KAMAN CORPORATION AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
(Dollars in Thousands)
YEAR ENDED DECEMBER 31, 1992
Maximum Average Weighted
Amount Amount Average
Category of Weighted Out- Out- Interest
Aggregate Balance Average standing standing Rate
Short-Term Dec. 31, Interest During the During the During
Borrowings 1992 Rate Year Year the Year
- ---------- -------- -------- ---------- ---------- --------
Notes Payable
- -- Bank $7,668 5.0% $34,857 $16,734 4.4%
======== ======== ======= ======= ====
YEAR ENDED DECEMBER 31, 1993
Maximum Average Weighted
Amount Amount Average
Category of Weighted Out- Out- Interest
Aggregate Balance Average standing standing Rate
Short-Term Dec. 31, Interest During the During the During
Borrowings 1993 Rate Year Year the Year
- ---------- -------- -------- ---------- ---------- --------
Notes Payable
- -- Bank $31,161 3.6% $62,880 $43,158 3.5%
======== ======== ======= ======= ====
YEAR ENDED DECEMBER 31, 1994
Maximum Average Weighted
Amount Amount Average
Category of Weighted Out- Out- Interest
Aggregate Balance Average standing standing Rate
Short-Term Dec. 31, Interest During the During the During
Borrowings 1994 Rate Year Year the Year
- ---------- -------- -------- ---------- ---------- --------
Notes Payable
- -- Bank $52,659 5.9% $81,053 $45,546 5.0%
======== ======== ======= ======= ====
Page 31
KAMAN CORPORATION AND SUBSIDIARIES
Schedule X -- Supplemental Income Statement Information
(Dollars in Thousands)
Charged to Costs
ITEM and Expenses
- ---- ----------------
Year Ended December 31, 1992
Maintenance and repairs $ 9,041
=======
Year Ended December 31, 1993
Maintenance and repairs $ 8,650
=======
Year Ended December 31, 1994
Maintenance and repairs $10,482
=======
Depreciation and amortization of intangible assets, preoperating
costs and similar deferrals; taxes, other than payroll and income
taxes; royalties and advertising costs were not included above
since they were not of a significant amount.
Page 32
KAMAN CORPORATION
INDEX TO EXHIBITS
Exhibit 3a The Amended and Restated by reference
Certificate of Incorporation
of the Corporation, as amended,
including the form of amendment
designating the Corporation's
Series 2 Preferred Stock has been
filed as Exhibits 2.1 and 2.2 to the
Corporation's Form 8-A (Document
No. 0-1093 filed on September 27, 1993),
and is incorporated in this report
by reference.
Exhibit 3b The By-Laws of the Corporation by reference
were filed as Exhibit 3(b) to
the Corporation's Annual Report
on Form 10-K for 1990 (Document
No. 0-1093, filed with the
Securities and Exchange Commission
on March 14, 1991).
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.
Page 33
Exhibit 4b The Revolving Credit Agreement by reference
between the Corporation and The
Shawmut Bank Connecticut, as
agent, dated as of July 15, 1994
was previously filed as an Exhibit
to the Corporation's Quarterly
Report on Form 10-Q for the period
ending June 30, 1994 (Document
No. 0-1093 filed with the Securities
and Exchange Commission on August 11,
1994) and is incorporated in this
report by reference.
Exhibit 4c The Revolving Credit Agreement by reference
between the Corporation and The
Bank of Nova Scotia, as agent,
dated as of July 15, 1994
has been filed as an Exhibit
to Form 10-Q filed for
the quarter ended June 30,
1994 (Document No. 0-1093 filed
with the Securities and Exchange
Commission on August 11, 1994)and
is incorporated in this report by
reference.
Exhibit 4d Deposit Agreement dated as of by reference
October 15, 1993 between the
Corporation and Chemical Bank as
Depositary and Holder of Depositary
Shares has been filed as
Exhibit (c)(1) to Schedule 13E-4
(Document No. 5-34114 filed with the
Securities and Exchange Commission
on September 15, 1993) and is
incorporated in this report by
reference.
Exhibit 4e 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.
Page 34
Exhibit 10a The 1983 Stock Incentive Plan by reference
(formerly known as the 1983
Stock Option Plan) has been
filed as Exhibit 10b(iii) to the
Corporation's Annual Report on
Form 10-K for 1988 (Document No.
0-1093 filed with the Securities
and Exchange Commission on
March 22, 1989) and is incorporated
in this report by reference.
Exhibit 10b The Kaman Corporation 1993 Stock by reference
Incentive Plan has been filed as
Exhibit 10(b) to the Corporation's
Annual Report on Form 10-K for 1993
(Document No. 0-1093 filed with the
Securities and Exchange Commission on
March 11, 1994) and is incorporated
herein by reference.
Exhibit 10c The Kaman Corporation Employees by reference
Stock Purchase Plan as amended has
been filed as Exhibit 10(c) to the
Corporation's Annual Report on Form 10-K
for 1993 (Document No. 0-1093 filed with
the Securities and Exchange Commission on
March 11, 1994) and is incorporated
herein by reference.
Exhibit 11 Statement regarding computation Attached
of per share earnings.
Exhibit 13 Portions of the Corporation's Attached
1994 Annual Report to
Shareholders as required by
Item 8.
Exhibit 21 Subsidiaries. Attached
Exhibit 23 Consent of Independent Auditors. Attached
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