EXHIBIT 99.1
Kaman Corporation
Bloomfield, CT 06002
(860) 243-7100 NEWS
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KAMAN
KAMAN ANNOUNCES TRIAL SCHEDULE IN MASON LITIGATION
BLOOMFIELD, CONNECTICUT, (September 26, 2005) - The Company announced today that
the Court has set a trial date of October 7, 2005 in connection with the
litigation brought by Mason Capital, Ltd. concerning whether the Company's
proposed recapitalization requires the approval by a "supermajority" vote of the
holders of two thirds of the Company's Class B common stock not owned by parties
to the recapitalization agreement. The Company will hold the special meetings of
its Class A and Class B shareholders as scheduled on October 11, 2005. However,
in order to allow for a judicial determination without undue consideration to
the timing of the meetings, the Company will delay closing of the proposed
recapitalization transaction until the Court issues a decision in the case.
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 20,000 products for amateurs and
professionals, with principal facilities in Arizona, Connecticut, California,
New Jersey and Tennessee.
* * *
Forward-Looking Statements
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.
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Contact: Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
www.kaman.com