Exhibit 99.1
Kaman Corporation
Bloomfield, CT 06002
(860) 243-7100 NEWS
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[KAMAN GRAPHIC OMITTED]
SUIT IS BROUGHT SEEKING
TO COMPEL SUPERMAJORITY VOTE ON
KAMAN'S PROPOSED RECAPITALIZATION
BLOOMFIELD, CONNECTICUT, (September 20, 2005) - In connection with the
previously announced proposed recapitalization contemplated by the
recapitalization agreement between Kaman Corporation (NASDAQ: KAMNA) and
members of the Kaman family, the Company reported today that a lawsuit has been
brought in federal district court in Hartford, Connecticut by Mason Capital,
Ltd. against the Company and members of the Kaman family seeking, among other
relief, to enjoin the proposed recapitalization unless and until the proposed
recapitalization is approved by a "supermajority" vote by the holders of
two-thirds of the Company's Class B common stock not owned by the parties to
the recapitalization agreement. Mason Capital has stated in the lawsuit that it
owns 4.76% of the outstanding Class B common stock.
The Company believes that, as structured, the proposed recapitalization does
not require the "supermajority" vote that Mason Capital claims and the Company
intends to vigorously pursue denial of all of the relief requested by Mason
Capital. The Company plans to hold the special meetings of shareholders to
approve the proposed recapitalization as scheduled on October 11, 2005.
As previously reported, affiliates of Mason Capital are party to a share
purchase agreement with members of the Kaman family, pursuant to which, in the
event that the holders of the Class A common stock fail to approve the proposed
recapitalization or the proposed recapitalization is otherwise not completed
other than by reason of a breach of the recapitalization agreement by the Kaman
family, the Kaman family can cause an affiliate of Mason Capital to purchase
the Kaman family's shares of Class B common stock at $55.00 per share in cash
and, upon the closing of the purchase from the Kaman family, offer to purchase
all remaining shares of Class B common stock at $55.00 per share in cash.
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 and proxy statement, which
was filed on September 2, 2005 and mailed to shareholders shortly thereafter.
Based in Bloomfield, Conn., Kaman Corporation conducts business in the
aerospace, industrial distribution and music markets. Kaman operates its
aerospace business through its Aerostructures, Fuzing, and Helicopters
divisions and its Kamatics subsidiary providing subcontract aerostructure
manufacturing for military and commercial aircraft, missile and bomb fuzing
products, SH-2G and K-MAX helicopters, and proprietary aircraft bearings and
products. Principal aerospace facilities are located in Connecticut, Florida
and Kansas. Kaman is the third largest North American distributor of power
transmission, motion control, material handling and electrical components and a
wide range of bearings offered to a customer base of more than 50,000 customers
representing a highly diversified cross-section of North American industry,
with principal facilities in Alabama, California, Connecticut, New York,
Indiana, Kentucky and Utah. Kaman is also the largest independent distributor
of musical instruments and accessories, offering more than 17,500 products for
amateurs and professionals, with principal facilities in Arizona, Connecticut,
California, New Jersey and Tennessee.
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Forward-Looking Statements
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This press release may contain forward-looking information relating to the
company's business and prospects, including the aerospace, industrial
distribution and music businesses, operating cash flow, the benefits of the
recapitalization transaction, and other matters that involve a number of
uncertainties that may cause actual results to differ materially from
expectations. Those uncertainties include, but are not limited to: 1) the
successful conclusion of competitions for government programs and thereafter
contract negotiations with government authorities, both foreign and domestic;
2) political conditions in countries where the company does or 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 company, particularly defense,
commercial aviation, industrial production and consumer market for music
products, as well as global economic conditions; 5) satisfactory completion of
the Australian SH-2G(A)program, including successful completion and integration
of the full ITAS software; 6) receipt and successful execution of production
orders for the JPF U.S. government contract including the exercise of all
contract options and receipt of orders from allied militaries, as both have
been assumed in connection with goodwill impairment evaluations; 7)
satisfactory resolution of the EODC/University of Arizona litigation; 8)
achievement of enhanced business base in the Aerospace segment in order to
better absorb overhead and general and administrative expenses, including
successful execution of the contract with Sikorsky for the BLACK HAWK
Helicopter program; 9) satisfactory results of negotiations with NAVAIR
concerning the company's leased facility in Bloomfield, Conn.; 10) profitable
integration of acquired businesses into the company 's operations; 11) changes
in supplier sales or vendor incentive policies; 12) the effect of price
increases or decreases; 13) pension plan assumptions and future contributions;
14) continued availability of raw materials in adequate supplies; 15)
satisfactory resolution of the supplier switch and incorrect part issues at
Dayron and the DCIS investigation; 16) cost growth in connection with potential
environmental remediation activities related to the Bloomfield and Moosup
facilities; 17) whether the proposed recapitalization is completed; 18) risks
associated with the course of litigation; 19) changes in laws and regulations,
taxes, interest rates, inflation rates, general business conditions and other
factors; 20) the effects of currency exchange rates and foreign competition on
future operations; and 21) other risks and uncertainties set forth in the
company 's annual, quarterly and current reports, and proxy statements. Any
forward-looking information provided in this press release should be considered
with these factors in mind. The company assumes no obligation to update any
forward-looking statements contained in this press release.
On August 18, 2005, Kaman filed with the Securities and Exchange Commission a
Registration Statement on Form S-4, which has since been declared effective by
the Securities and Exchange Commission. The Registration Statement on Form S-4
contains a proxy statement/prospectus which describes the proposed
recapitalization. STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Such proxy
statement/prospectus and other relevant documents may be obtained, free of
charge, on the Securities and Exchange Commission's website
(http://www.sec.gov) or from Kaman by contacting Russell H. Jones, SVP, Chief
Investment Officer & Treasurer, by telephone at (860) 243-6307 or by email at
rhj-corp@kaman.com.
Kaman and certain persons may be deemed to be participants in the solicitation
of proxies relating to the proposed recapitalization. The participants in such
solicitation may include Kaman's executive officers and directors. Further
information regarding persons who may be deemed participants is available in
Kaman's proxy statement/prospectus.
Contact: Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
www.kaman.com