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, 1997 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 -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 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. $326,947,587.00 as of February 2, 1998. 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 22,686,588 shares Class B Common 667,814 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Corporation's 1997 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 customers through two industry segments: Diversified Technologies and Distribution. The Diversified Technologies segment serves commercial, foreign military, and U.S. defense markets. The corporation retrofits previously manufactured helicopters, manufactures new helicopters, and manufactures specialized bearings and components principally for aircraft applications, airframe structures under subcontract for commercial and military aircraft, and provides high technology products and services. The Distribution segment serves commercial markets. The corporation provides industrial repair and OEM products and certain support services to customers in nearly every sector of U.S. industry; and distributes and manufactures guitars and other music products for amateur and professional musicians. DIVERSIFIED TECHNOLOGIES The Diversified Technologies segment includes several wholly-owned subsidiaries: Kaman Diversified Technologies Corporation, Kaman Aerospace Corporation, Kaman Aerospace International Corporation, Kamatics Corporation, K-MAX Corporation, Kaman Electromagnetics Corporation, and Kaman Instrumentation Corporation. For 1997, the segment also included Kaman Sciences Corporation, which was sold on December 30, 1997 to ITT Industries, Inc. Currently the most significant portion of this segment involves aircraft manufacturing operations. This includes the retrofit of previously manufactured Kaman SH-2F Navy helicopters for foreign governments. There are currently three such programs in process. The first involves a Foreign Military Sale (FMS) contract valued at approximately $150 million for the retrofit of ten (10) previously manufactured Kaman SH-2F helicopters into the upgraded SH-2G configuration for the Republic of Egypt. The first aircraft delivery under this contract was accomplished in October 1997. Two additional aircraft were delivered by the end of 1997; the remaining seven (7) aircraft are scheduled to be delivered in 1998. In June 1997, the corporation signed a commercial contract valued at approximately $185 million, inclusive of aircraft and related logistical support elements, to supply four (4) SH-2G helicopters to the New Zealand government. These aircraft will be manufactured with new airframes and remanufactured dynamic components from stored SH-2F aircraft. Deliveries are expected to begin in 2000. Also in June 1997, the corporation signed a contract valued at approximately $600 million to supply eleven (11) retrofit SH-2G helicopters to the Australian government. The aircraft are scheduled for delivery in the 2001-2002 time frame. The contract includes an agreement with the Royal Australian Navy to provide ongoing in-country support services for an initial period of ten years. The helicopters will incorporate an Integrated Tactical Avionics System (ITAS) "glass cockpit," new Page 1 sensors and advanced systems. There are currently fourteen (14) SH-2G aircraft in the U.S. Naval Reserves. The corporation expects to continue providing logistics and spare parts support for these aircraft for a period of time, even though this aircraft is no longer manufactured for the U.S. government. The corporation continues to pursue potential opportunities for this class of maritime helicopter in Malaysia, Norway, the Philippines, Taiwan, Thailand and elsewhere. Each of these potential programs is expected to involve considerable competition, and political and financial conditions in some areas may slow the prospects for potential sales. Management currently believes that there are sufficient SH-2F aircraft available in storage to meet existing and certain potential program requirements; at some point in the future, however, it is possible that there may be a need to manufacture totally new SH-2G aircraft. Management is beginning to explore the factors that would be involved in reopening the production line including recertifying certain dynamic components of the aircraft. In addition to its SH-2G programs, the corporation produces the K-MAX (Registered Trademark) "aerial truck" helicopter, an FAA type certificated medium-to-heavy lift helicopter incorporating intermeshing rotor technology developed by the corporation. K-MAX is designed for efficient, cost-effective repetitive lifting of loads of up to 6,000 pounds on an external hook. Initial customers have been in markets that demonstrate the aircraft in a range of applications, such as logging and forest fire fighting, construction of utility lines and ski lifts in remote and mountainous terrain, and operations in extremes of heat and high altitudes which tend to limit lifting capacity, particularly in other helicopter types. The company is following conservative policy in introducing this new aircraft while it evaluates potential new markets including a ship resupply role called Vertical Replenishment (VERTREP) for the U.S. Military Sealift Command, and various infrastructure construction uses around the world. The K-MAX program is in its fourth year of commercial operations with aircraft operating in six countries and certified in the United States, Canada, Germany, Switzerland, and Japan. It is anticipated that the effects of the current financial crisis in Asia could delay the expansion of production for a time. The corporation manufactures airframe structures and components on subcontract, principally for Boeing on programs including the 767, 777, and McDonnell Douglas C-17. The Kamatics subsidiary makes proprietary self-lubricated bearings that are used on nearly every commercial and military aircraft produced in the Western world for flight controls, turbine engines, and landing gear systems. Kamatics also makes driveline couplings for helicopters and self-lubricated bearings for hydropower installations, ships and submarines. Subsidiaries in this segment also make RF transmission and delay lines involved in aircraft stealth technology and other applications; telecommunication products; photonic and optical systems, such as the Magic Lantern (Registered Trademark) Page 2 laser-based mine detection system; safing and fuzing systems for use in missiles; ruggedized tape and disk memory systems used primarily in aircraft; composite "flyer bows" for use in the wire making industry and various motors, generators, alternators, launchers and electric drive systems using electromagnetic technology. The corporation's former Kaman Sciences subsidiary provided advanced technology services to various agencies of the U.S. Government. Management's decision to sell Kaman Sciences was based upon its assessment of trends in the defense sciences industry, including increasing consolidation and a tendency for defense sciences contracts to become larger in size and longer in duration in relation to the corporation's determination to focus capital investment in its aerospace and industrial distribution businesses. DISTRIBUTION The Distribution segment includes several wholly owned subsidiaries, including principally Kaman Industrial Technologies Corporation and Kaman Music Corporation. A small additional subsidiary, AirKaman of Jacksonville, Inc. was sold in February, 1997. Kaman Industrial Technologies (KIT) is the larger of the corporation's distribution subsidiaries, currently representing more than three quarters of segment revenues. KIT is a national distributor of industrial products operating through approximately 195 locations in 38 states and British Columbia, Canada. The corporation serves customers in nearly every segment of heavy and light industry with the products needed to maintain various manufacturing processes. The business is therefore influenced by national economic trends such as U.S. industrial production levels. The corporation purchases the products it sells from manufacturers, including various types of bearing products such as ball, roller, tapered, linear motion, sleeve and mounted units; mechanical power transmission products such as ball screws, belts, brakes, chain, clutches, couplings, gears, sheaves, speed reducers, sprockets, take-up units, tension devices, torque limiters, and universal joints; electrical power transmission products such as motors and variable speed drives; fluid power products such as air preparation units, air motors, ball valves, boosters, cylinders, filters, gauges, heat exchangers, hose, fittings, hydraulic power units, pumps and motors, couplers, rotary actuators; and a wide range of accessory products such as lubricants and seals. Most of these products use common and traditional technologies, however the corporation is increasingly selling products with a higher technological content that are required to support automated production processes. 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. As the corporation has entered new market areas, it has invested in new Page 3 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; and a Documented Savings (Registered Trademark) program that looks at all elements of procurement cost and reports on savings and improvements generated by the corporation's products and services. In addition, the corporation has undertaken initiatives to address the needs of certain national account customers that desire to consolidate their vendor base by entering into "partnering" relationships to broaden geographical coverage. For larger customers, the corporation has also been given the opportunity to provide an "integrated supply" function involving management of parts inventories and associated personnel as well as selection of suppliers for the customers' facility. In 1997 the corporation continued to open new branches in the South and Midwest regions of the United States to service new customers and develop additional business. Also in 1997 the corporation acquired the business of Alliance Industrial Supply Company, a small industrial distribution company with five (5) locations in Texas. Kaman Music Corporation distributes music instruments and accessory products principally to independent retailers in the United States and Canada, and to certain international distributors. Products include acoustic, acoustic-electric and electric guitars and basses, music strings for fretted instruments, drums and other percussion products, brass instruments, electronic tuners and metronomes, and musical instrument accessories. The corporation manufactures and distributes a range of amateur to professional quality guitars under the corporation's various brand names including Ovation (Registered Trademark) and Hamer (Registered Trademark). Actions were taken in 1997 to streamline and focus the corporation's music business. These actions include the sale of the corporation's Trace Elliot Limited amplifier manufacturing facility in Great Britain to a Trace Elliot management group; the merger and consolidation of Ovation and Hamer into a single production facility; the elimination of certain distributed product lines; and the closure and consolidation of certain distribution facilities. Operations of Kaman Music Corporation are currently conducted through six (6) distribution centers in the United States and Canada, an international sales division based in the United States, and one (1) manufacturing facility in the United States. FINANCIAL INFORMATION Information concerning each segment's performance for the last three fiscal years appears in the corporation's 1997 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated by reference. Page 4 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 1995 1996 1997 ------ ------ ------ Diversified Technologies: Advanced Technology Products and Systems 5.3% 5.5% 7.4% Advanced Technology Services 12.7 13.2 13.9(1) Aircraft Manufacturing 18.0 18.3 20.2 ---- ---- ---- Segment Total 36.0 37.0 41.5 Distribution: Industrial Products 48.0 47.2 45.9 Music Products and Other Services 16.0 15.8 12.6 ---- ---- ---- Segment Total 64.0 63.0 58.5 Total 100.0% 100.0% 100.0% ===== ===== ===== <FN> (1) Includes revenues from Kaman Sciences Corporation which was sold on December 30, 1997. </FN> RESEARCH AND DEVELOPMENT EXPENDITURES Government sponsored research expenditures by the Diversified Technologies segment were $75.7 million in 1997, $68.8 million in 1996, and $70.2 million in 1995. Independent research and development expenditures were $6.9 million in 1997, $8.0 million in 1996, and $13.7 million in 1995. BACKLOG Program backlog of the Diversified Technologies segment was approximately $935.2 million at December 31, 1997, $267 million at December 31, 1996, and $218.7 million at December 31, 1995. The corporation anticipates that approximately 39.5% of its backlog at the end of 1997 will be performed in 1998. Approximately 9.8% of the backlog at the end of 1997 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. Page 5 GOVERNMENT CONTRACTS During 1997, approximately 44.6% 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. 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, the change in defense program emphasis and constraints in the defense budgets of various countries have 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, such as the current economic crisis in certain Asian markets. The corporation's FAA certificated K-MAX helicopters compete with military surplus helicopters and other helicopters used for lifting, as well as with alternative methods of meeting lifting requirements. The corporation competes for its subcontract aircraft structure, specialty aircraft component, and advanced technology products 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 Page 6 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, and specialty self-lubricating bearings and couplings, as well as 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 in particular economic conditions in Southeast Asia; 5) the degree of acceptance of new products in the marketplace; 6) U.S. industrial production levels; 7) 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. EMPLOYEES As of December 31, 1997, the Corporation employed 4,318 individuals throughout its industry segments as follows: Diversified Technologies 2,064(1) Distribution 2,173 Corporate Headquarters 81 ----- 4,318 <FN> (1) Excludes 1,100 employees employed by the Corporation's Kaman Sciences Corporation subsidiary which was sold on December 30, 1997. <FN> Page 7 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 2012. These patents are allocated among the corporation's industry segments as follows: U.S. PATENTS FOREIGN PATENTS Segment Issued Pending Issued Pending Diversified Technologies 78 4 62 17 Distribution 19 3 9 2 Trademarks of Kaman Corporation include Adamas, Applause, Hamer, KAflex, KAron, K-MAX, Magic Lantern, and Ovation. In all, the corporation maintains 191 U.S. and foreign trademarks with 18 applications pending, most of which relate to music products in the Distribution segment. 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 and inspections by various federal and state environmental 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 such matters, 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. Page 8 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 Eleven and two tenths percent (11.2%) of the sales of the corporation are made for customers located outside the United States. Certain retrofit work on SH-2 series helicopters for delivery to the Republic of Egypt is presently being performed by the corporation under an agreement between it and the U.S. Navy and, because such work is a "foreign military sale" with the U.S. Government, it is not included in the calculation of foreign sales. In 1997, the corporation continued its efforts to develop international markets for its products and foreign sales (including sales for export); and during 1997 the corporation entered into 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 2000-2001 time frame. Additional information required by this item appears in the corporation's 1997 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 3.34 million square feet of space throughout the United States and Canada, distributed as follows: SEGMENT SQUARE FEET (in thousands) Diversified Technologies 1,514(1) Distribution 1,786 Corporate Headquarters 40 <FN> (1) Excludes 540 thousand square feet of space attributable to the corporation's Kaman Sciences Corporation subsidiary which was sold on December 30, 1997. </FN> Diversified Technologies 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, and the corporation also has an Page 9 office in Turner, Australia. 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 facility contract. The Distribution segment's facilities are located throughout the United States with principal facilities located in California, Connecticut, Kentucky, New York, Tennessee, Texas and Utah with smaller facilities located in several other states. Additional Distribution segment facilities are located in British Columbia, and Ontario, Canada. 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. 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 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 1997. 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 1997 Annual Report to Shareholders and is included in Exhibit 13 to this Form 10-K, and is incorporated herein by reference. INVESTOR SERVICES PROGRAM Shareholders of Kaman Class A common stock are eligible to participate in the 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. Page 10 QUARTERLY CLASS A COMMON STOCK INFORMATION - ----------------------------------------------------------------- High Low Close Dividend - ----------------------------------------------------------------- 1997 First $14.75 $12.25 $ 13.50 $.11 Second 16.00 12.00 15.38 .11 Third 18.88 14.50 18.38 .11 Fourth 20.38 15.25 16.38 .11 - ----------------------------------------------------------------- 1996 First $11.13 $10.00 $10.88 $.11 Second 13.38 10.00 10.13 .11 Third 11.25 9.38 10.63 .11 Fourth 13.00 10.00 13.00 .11 - ----------------------------------------------------------------- QUARTERLY DEBENTURE INFORMATION (6% Conv. Subordinated) - ----------------------------------------------------------------- High Low Close - ----------------------------------------------------------------- 1997 First $92.00 $84.00 $92.00 Second 96.00 87.00 94.00 Third 100.00 94.00 96.00 Fourth 101.00 96.00 96.50 - ----------------------------------------------------------------- 1996 First $87.00 $82.00 $84.00 Second 86.00 81.00 82.00 Third 85.13 80.00 82.00 Fourth 87.50 82.00 87.00 - ----------------------------------------------------------------- QUARTERLY DEPOSITARY SHARES INFORMATION - ----------------------------------------------------------------- High Low Close Dividend - ----------------------------------------------------------------- 1997 First $57.68 $53.50 $56.00 $.8125 Second 59.13 54.94 59.13 .8125 Third 73.75 62.50 73.75 .8125 Fourth 80.25 68.00 68.50 .8125 - ----------------------------------------------------------------- 1996 First $50.75 $47.00 $48.63 $.8125 Second 56.50 49.00 52.00 .8125 Third 51.50 47.50 48.50 .8125 Fourth 54.00 48.50 53.00 .8125 - ----------------------------------------------------------------- NASDAQ market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. Page 11 ANNUAL MEETING The Annual Meeting of Shareholders of the corporation's Class A and Class B common stock will be held on Tuesday, April 14, 1998 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 1997 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 1997 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 1997 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, 54, was elected a Director in November 1996. He is President and Chief Executive Officer of Galaxy Aerospace Corp. Prior to that he was President and Chief Executive Officer of Lear Jet Inc., a subsidiary of Bombardier, Inc. He is a director of Intrust Bank of Wichita and Interactive Flight Technologies, Inc. Page 12 Fred A. Breidenbach Mr. Breidenbach, 51, was elected a Director in February 1998. He is the owner of F. A. Breidenbach & Associates, LLC., and is the former President and Chief Operating Officer of Gulfstream Aerospace Corp. Prior to that he held various positions with General Electric Corporation. T. Jack Cahill Mr. Cahill, 49, has held various positions with Kaman Industrial Technologies Corporation, a subsidiary of the corporation, since 1975, and has been President of Kaman Industrial Technologies since 1993. E. Reeves Callaway, III Mr. Callaway, 50, has been a Director since 1995. He is President of The Callaway Companies, Inc. Frank C. Carlucci Mr. Carlucci, 67, has been a Director since 1989. He is Chairman of The Carlyle Group, merchant bankers. Prior to that he served as U.S. Secretary of Defense. Mr. Carlucci is also a director of Ashland, Inc., Neurogen Corporation, Northern Telecom, Ltd., Pharmacia & Upjohn, Inc., Quaker Oats Company, Sun Resorts, Ltd., N.V., Texas Biotechnology Corporation, and Westinghouse Electric Corporation. Laney J. Chouest, M.D. Mr. Chouest, 44, was elected a Director at the corporation's 1996 Annual Meeting of Shareholders. He is owner-manager of Edison Chouest Offshore, Inc. and Galliano Marine. Dr. Chouest is also a director of Deeptech International, Inc. Candace A. Clark Ms. Clark, 43, was appointed Senior Vice President and Chief Legal Officer in April 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, 65, 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. Page 13 Edythe J. Gaines Dr. Gaines, 75, has been a Director since 1982. She is a retired Commissioner of the Public Utility Control Authority of the State of Connecticut. Ronald M. Galla Mr. Galla, 47, 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. Robert M. Garneau Mr. Garneau, 53, 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.), 68, has been President of Kaman Aerospace International Corporation, a subsidiary of the corporation, since 1995 and he 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. He is also a director of Contraves, Inc., MPR Inc., and CNA Corporation. Charles H. Kaman Mr. Kaman, 78, has been Chief Executive Officer and Chairman of the Board of Directors since 1945. He was also appointed President in December, 1995, a position he previously held from 1945 to 1990. C. William Kaman II Mr. Kaman, 46, has been a Director since 1992 and has been Executive Vice President since 1995. He has held various positions with Kaman Music Corporation, a subsidiary of the corporation, since 1974, and continues to serve as President of that subsidiary. Mr. Kaman is the son of Charles H. Kaman, Chairman, President and Chief Executive Officer of the corporation. Page 14 Walter R. Kozlow Mr. Kozlow, 62, has held various positions with Kaman Aerospace Corporation, a subsidiary of the corporation, since 1960. He has been President of Kaman Aerospace since 1986. Eileen S. Kraus Ms. Kraus, 59, has been a Director since 1995. She is Chairman of Connecticut 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, and Bestfoods Corporation. Hartzel Z. Lebed Mr. Lebed, 70, has been a Director since 1982. He is the retired President of CIGNA Corporation. Walter H. Monteith, Jr. Mr. Monteith, 67, 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 Fleet Bank. John S. Murtha Mr. Murtha, 84, 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 LLP. Patrick L. Renehan Mr. Renehan, 64, was appointed Senior Vice President of Kaman Diversified Technologies Corporation, a subsidiary of the corporation, in April 1996. Prior to that he served as Vice President of that subsidiary. Mr. Renehan has held various positions with the corporation since 1983. Wanda L. Rogers Mrs. Rogers, 65, has been a Director since 1991. She is President and Chief Executive Officer of Rogers Helicopters, Inc. She is also Chairman of the Board of Clovis Community Bank. Robert H. Saunders, Jr. Mr. Saunders, 57, has been Senior Vice President since 1995. Previously he was Vice President and Chief Financial Officer of the University of Hartford from 1993 to 1995. Prior to that he was President of J. M. Ney Corporation. Page 15 Each Director and Executive Officer has been elected for a term of one year and until his or her successor is elected, except in the case of Mr. Breidenbach who was elected a director at the February, 1998 meeting of the Corporation's Board of Directors. Mr. Breidenbach's term as well as the terms of all other 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 14, 1998. 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 1997. 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*/SARs** LTIP Comp. Position Year ($) ($) Comp. ($)(1) (#Shares) Payments ($)(2) - --------------------------------------------------------------------------- C. H. Kaman 1997 750,000 400,000 ------- ------ ------ --- 56,793 Chairman and 1996 725,000 340,000 56,252(3) ------ ------ --- 58,412 Chief 1995 660,000 275,000 ------ ------ ------ --- 56,145 Executive Officer R.M.Garneau 1997 340,000 185,000 ------ 99,375 10,000*/ --- 10,896 Executive 100,000** Vice Pres- 1996 240,000 82,000 ------ 77,812 10,000*/ --- 7,935 ident and 0** Chief 1995 216,000 80,000 ------ 56,875 7,500*/ --- 6,485 Financial 0** Officer W.R.Kozlow 1997 240,000 100,000 ------ 79,500 9,000*/ --- 13,588 President 50,000** Kaman 1996 233,000 65,000 ------ 62,250 9,000*/ --- 10,881 Aerospace 0** Corporation 1995 226,000 60,000 ------ 56,875 7,500*/ --- 9,515 0** T.J. Cahill 1997 230,000 90,000 ------ 79,500 9,000*/ --- 7,754 President, 50,000** Kaman 1996 210,000 70,000 ------ 62,250 9,000*/ --- 7,952 Industrial 0** Technologies 1995 190,000 55,000 ------ 56,875 7,500*/ --- 6,530 Corporation 0** H. Hardisty 1997 215,000 90,000 ------ 79,500 9,000*/ --- 13,012 President 50,000** Kaman 1996 200,000 55,000 ------ 62,250 9,000*/ --- 9,198 Aerospace 0** Inter- 1995 61,282 40,000 ------ ------ ----- --- ----- national Corporation *Stock Options ("Options") **Stock Appreciation Rights ("SARs") payable in cash only Page 17 <FN> 1. As of December 31, 1997, aggregate restricted stock holdings and their year end value were: C.H. Kaman, none; R.M. Garneau, 17,100 shares valued at $280,013; W.R. Kozlow, 14,400 shares valued at $235,800; T.J. Cahill, 14,300 shares valued at $234,163; and H. Hardisty, 10,800 shares valued at $176,850. 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: R.M. Garneau, 7,500 shares in 1997, 7,500 shares in 1996, and 5,000 shares in 1995; W.R. Kozlow, 6,000 shares in 1997, 6,000 shares in 1996, and 5,000 shares in 1995; T.J. Cahill, 6,000 shares in 1997, 6,000 shares in 1996, and 5,000 shares in 1995; H. Hardisty, 6,000 shares in 1997 and 6,000 shares in 1996. Dividends are paid on the restricted stock. 2. Amounts reported in this column consist of: C.H. Kaman, $53,000 - - Officer 162 Insurance Program, $3,793 - medical expense reimbursement program ("MERP"); R.M. Garneau, $3,049 - Senior executive life insurance program ("Executive Life"), $851 - Officer 162 Insurance Program, $2,000 - employer matching contributions to the Kaman Corporation Thrift and Retirement Plan (the "Thrift Plan employer match"), $434 - MERP, $4,562 - all supplemental employer contributions under the Kaman Corporation Deferred Compensation Plan ("supplemental employer contributions"); W.R. Kozlow, $5,763 - - Executive Life, $2,000 - Thrift Plan employer match, $3,575 - MERP, $2,250 - supplemental employer contributions; T.J. Cahill, $1,527 - Executive Life, $2,000 - Thrift Plan employer match, $2,227 - MERP, $2,000 - supplemental employer contributions; H. Hardisty, $13,012 - supplemental employer contributions. 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. $45,314 of the figure reported in this column relates to payments for such services on behalf of Mr. Kaman. </FN> Page 18 C) OPTION/SAR GRANTS IN THE LAST FISCAL YEAR: - ---------------------------------------------------------------------------- Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term* - ---------------------------------------------------------------------------- (a) (b) (c) (d) (e) (f) (g) % of Total Options/ SARs** Options/ Granted to SARs** Employees Exercise or Granted in Fiscal Base Price Expiration Name (#) Year ($/Sh) Date 5%($) 10%($) - ---------------------------------------------------------------------------- C. H. Kaman none ---- --- --- ----- ----- R. M. Garneau 10,000/ 5.16/ 13.25 2/11/07 916,614 2,322,880 100,000** 28.57 W. R. Kozlow 9,000/ 4.65/ 13.25 2/11/07 491,638 1,245,908 50,000** 14.29 T. J. Cahill 9,000/ 4.65/ 13.25 2/11/07 491,638 1,245,908 50,000** 14.29 H. Hardisty 9,000/ 4.65/ 13.25 2/11/07 491,638 1,245,908 50,000** 14.29 *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 19 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* Shares at FY-end (#) at FY-end ($) acquired on Value exercisable/ exercisable/ Name Exercise(#) realized unexercisable unexercisable (a) (b) (c) (d) (e) - ------------------------------------------------------------------- C. H. Kaman 25,000 200,625 20,000/-0- 172,500/-0- R. M. Garneau None ------ 20,200/24,300 145,250/114,125 W. R. Kozlow 3,000 33,375 21,000/22,500 152,550/106,200 T. J. Cahill 1,000 10,250 13,800/22,200 92,800/104,138 H. Hardisty None ------ 1,800/16,200 10,800/71,325 Value of Number of Unexercised Unexercised in-the-money SARs SARs* Shares at FY-end (#) at FY-end ($) acquired on Value exercisable/ exercisable/ Name Exercise(#) realized unexercisable unexercisable (a) (b) (c) (d) (e) - ------------------------------------------------------------------- C. H. Kaman N/A N/A -0-/-0- -0-/-0- R. M. Garneau " " -0-/100,000 -0-/312,500 W. R. Kozlow " " -0-/50,000 -0-/156,250 T. J. Cahill " " -0-/50,000 -0-/156,250 H. Hardisty " " -0-/50,000 -0-/156,250 *Difference between the 12/31/97 FMV and the exercise price(s). 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: Page 20 PENSION PLAN TABLE Years of Service Remuneration* 15 20 25 30 35 - ----------------------------------------------------------------- 125,000 33,519 44,915 55,642 67,038 67,038 150,000 41,019 54,965 68,092 82,038 82,038 175,000 48,519 65,015 80,542 97,038 97,038 200,000 56,019 75,065 92,992 112,038 112,038 225,000 63,519 85,115 105,442 127,038 127,038 250,000 71,019 95,165 117,892 142,038 142,038 300,000 86,019 115,265 142,792 172,038 172,038 350,000 101,019 135,365 167,692 202,038 202,038 400,000 116,019 155,465 192,592 232,038 232,038 450,000 131,019 175,565 217,492 262,038 262,038 500,000 146,019 195,665 242,392 292,038 292,038 *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 1997 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. 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. Garneau, $510,077; Mr. Kozlow, $363,046; Mr. Hardisty, $290,124. 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. Page 21 The Executive Officers named in Item 11(b) are participants in the plan and as of December 31, 1997, had the number of years of credited service indicated: Mr. Kaman - 51.1 years; Mr. Garneau - 16.48 years; Mr. Kozlow - 37.7 years; Mr. Cahill - 22.7 years; Mr. Hardisty - 2.45 years. Benefits are computed generally in accordance with the benefit formula described above. G) COMPENSATION OF DIRECTORS. In 1997, non-officer 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 $1,250 for attending each meeting of that Committee. These fees may be received on a deferred basis. In addition each such person will receive a Restricted Stock Award (RSA) for 500 shares of Class A Common Stock (issued pursuant to the Corporation's 16b-3 qualified Stock Incentive Plan, providing for immediate vesting upon election as a director at the Corporation's 1998 Annual Meeting of Shareholders. 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, except as disclosed in Item 13. 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, Edythe J. Gaines, Walter H. Monteith, Jr. and John S. Murtha. 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. Mr. Murtha's relationship with the corporation is further disclosed in Item 13 of this report. Page 22 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 23 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, 1998 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 & Pinney CityPlace I 185 Asylum Street Hartford, CT 06103 Class B C. William Kaman, II 64,206(2) 9.61% Kaman Corporation Blue Hills Avenue Bloomfield, CT 06002 Class B Robert D. Moses 48,729(3) 7.30% 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 37,248 shares held by a partnership controlled by Mr. Moses. </FN> Page 24 (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, 1998 of Class - -------------------------------------------------------------------- Brian E. Barents Class A 500 * Fred A. Breidenbach ------- ------- ----- T. Jack Cahill Class A 44,698(1) * E. Reeves Callaway Class A 500 * Frank C. Carlucci Class A 3,500(2) * Laney J. Chouest Class A 5,831 * John A. DiBiaggio Class A 500 * Edythe J. Gaines Class A 2,697 * Robert M. Garneau Class A 42,863(3) * Class B 19,578 2.93% Huntington Hardisty Class A 13,800(4) * Charles H. Kaman Class A 222,920(5) * Class B 258,375(6) 38.69% C. William Kaman, II Class A 58,359(7) * Class B 64,206(8) 9.61% Walter R. Kozlow Class A 64,967(9) * Class B 296 * Eileen S. Kraus Class A 1,029 * Hartzel Z. Lebed Class A 14,486(10) * Walter H. Monteith, Jr. Class A 700 * John S. Murtha Class A 53,548(11) * Class B 432 * Wanda L. Rogers Class A 500 * All Directors and Executive Officers Class A 690,672(12) 3.04% as a group ** Class B 344,625 51.60% * 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. Page 25 <FN> (1) Includes 13,800 shares subject to the exercisable portion of stock options. (2) Held jointly with Mrs. Carlucci. (3) Includes 20,200 shares subject to the exercisable portion of stock options. (4) Includes 1,800 shares subject to the exercisable portion of stock options. (5) Excludes the following: 23,132 shares held by Mrs. Kaman; 7,911 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; 125,034 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 72,500 shares held by the Charles H. Kaman Charitable Foundation, a private charitable foundation. Included are 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 14,200 shares subject to exercisable portion of stock options; and excludes 81,998 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 21,000 shares subject to exercisable portion of stock options. (10)Includes 6,000 shares held in an Individual Retirement Account, and shares held jointly with Mrs. Lebed; excludes 480 shares held by Mrs. Lebed. (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 115,700 shares subject to exercisable portion of stock options. </FN> ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 1997, the corporation obtained legal services from the Hartford, Connecticut law firm of Murtha, Cullina, Richter and Pinney LLP of which Mr. Murtha, a Director of the corporation, is of counsel. The corporation also obtained video production services in the amount of $95,176 from Polykonn Corporation, a corporation controlled by Mr. Steven Kaman, son of Charles H. Kaman, Chairman and Chief Executive Officer of the corporation. On February 20, 1997, the corporation sold its interest in a Page 26 subsidiary company, AirKaman of Jacksonville, Inc., to a corporation controlled by C. William Kaman II for cash in the amount of approximately $3,615,000. C. William Kaman II is a director and Executive Vice President of the corporation and is the son of Charles H. Kaman. The purchase price received by the corporation was determined in accordance with an independent appraisal. 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 reports on Form 8-K were filed since the filing of the Corporation's 1996 Annual Report on Form 10-K. Date Filed Accession Number ------------------ ---------------- April 16, 1997 54381-97-7 July 3, 1997 54381-97-12 July 24, 1997 54381-97-14 November 17, 1997 54381-97-19 January 8, 1998 54381-98-2 January 13, 1998 54381-98-3 February 11, 1998 54381-98-5 Page 27 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 16th day of March, 1998. KAMAN CORPORATION (Registrant) By Charles H. Kaman, Chairman, 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: - ------------------------------------------------------------------- Charles H. Kaman Chairman, President, Chief March 16, 1998 Executive Officer and Director (Chief Executive Officer) Robert M. Garneau Executive Vice President March 16, 1998 and Chief Financial Officer (Principal Financial and Accounting Officer) Robert M. Garneau March 16, 1998 Attorney-in-Fact for: Brian E. Barents Director Fred A. Breidenbach Director E. Reeves Callaway, III Director Frank C. Carlucci Director Laney J. Chouest Director John A. DiBiaggio Director Edythe J. Gaines Director Huntington Hardisty Director C. William Kaman, II Director Eileen S. Kraus Director Hartzel Z. Lebed Director Walter H. Monteith, Jr. Director John S. Murtha Director Wanda L. Rogers Director Page 28 KAMAN CORPORATION AND SUBSIDIARIES Index to Financial Statement Schedules Report of Independent Auditors Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts Page 29 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 29, 1998, we reported on the consolidated balance sheets of Kaman Corporation and subsidiaries as of December 31, 1997 and 1996 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, 1997, as contained in the 1997 annual report to shareholders. These consolidated financial statements and our report thereon are included in the annual report on Form 10-K for 1997. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related 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, present fairly, in all material respects, the information set forth therein. /s/ KPMG Peat Marwick LLP Hartford, Connecticut March 13, 1998 Page 30 KAMAN CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Dollars in Thousands) YEAR ENDED DECEMBER 31, 1995 Additions BALANCE CHARGED TO BALANCE JANUARY 1, COSTS AND DECEMBER 31, DESCRIPTION 1995 EXPENSES OTHERS DEDUCTIONS 1995 Allowance for doubtful accounts $1,665 $2,476 $----- $1,852(A) $2,289 ====== ====== ====== ====== ====== Accumulated amortization of goodwill $3,544 $ 355 $----- $----- $3,899 ====== ====== ====== ====== ====== YEAR ENDED DECEMBER 31, 1996 Additions BALANCE CHARGED TO BALANCE JANUARY 1, COSTS AND DECEMBER 31, DESCRIPTION 1996 EXPENSES OTHERS DEDUCTIONS 1996 Allowance for doubtful accounts $2,289 $1,288 $----- $1,003(A) $2,574 ====== ====== ====== ====== ====== Accumulated amortization of goodwill $3,899 $ 365 $----- $ 397(B) $3,867 ====== ====== ====== ====== ====== 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 ====== ====== ====== ====== ====== <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 31 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. 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 32 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 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 Attached Incentive Plan as amended effective November 18, 1997. Exhibit 10c The Kaman Corporation Employees Attached Stock Purchase Plan as amended effective November 19, 1997. Exhibit 11 Statement regarding computation Attached of per share earnings. Exhibit 13 Portions of the Corporation's Attached 1997 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 33