UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 2005 (July 1, 2005)
Kaman Corporation
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
0-1093 06-0613548
(Commission File Number) (IRS Employer
Identification No.)
1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[x] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
On July 1, 2005, as permitted under the Company's previously
disclosed recapitalization agreement with members of the Kaman family, the
Company's Board of Directors decided to submit certain questions to
arbitration as to whether or not the proposed transaction contemplated by the
previously disclosed agreement between the Kaman family and Mason Capital
Management constitutes a "qualifying alternative transaction" under the
recapitalization agreement. The Company expects to make a submission to the
arbiter by Wednesday, July 6, 2005. Once the Company makes its submission, the
Kaman family will have two business days to respond to the Company's
submission. Once the arbiter has received both parties' submissions, he will
have ten business days to render his decision. If the arbiter decides that the
proposed transaction constitutes a "qualifying alternative transaction", the
Board of Directors of the Company will have five business days to determine
whether or not to submit a substitute recapitalization proposal to the
Company's shareholders for approval.
Further detail on the proposed recapitalization and recapitalization
agreement can be found in the recapitalization agreement, which was filed as
Exhibit 2.1 to a Form 8-K filed by the Company on June 8, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
KAMAN CORPORATION
By: /s/ Robert M. Garneau
-----------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: July 1, 2005