EXHIBIT 99.1
Kaman Corporation
Bloomfield, CT 06002
(860) 243-7100 NEWS
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[KAMAN GRAPHIC OMITTED]
KAMAN COMPLETES RECAPITALIZATION
BLOOMFIELD, CONNECTICUT, (November 3, 2005) - Kaman Corporation (NASDAQ:KAMNA)
announced that it has completed its recapitalization by today filing an amended
and restated certificate of incorporation with the Secretary of State of the
State of Connecticut. Pursuant to the recapitalization, each share of Class A
common stock has become one share of common stock, par value $1.00, entitled to
one vote per share, and each share of Class B common stock has been
reclassified and converted into 3.58 shares of common stock or, alternatively,
at the election of the holders of the shares, 1.84 shares of common stock and
an amount in cash equal to $27.10.
Beginning on November 4, 2005, shares of the company's common stock will trade
on The NASDAQ National Market under the symbol "KAMN." Giving effect to the
recapitalization, there are approximately 23.9 million shares of common stock
outstanding.
By early next week, Mellon Investor Services, the Company's election agent,
will commence the process of distributing new share certificates and any
required cash payments to those holders of the Class B common stock who made
elections and distributing information to other shareholders as to how they may
obtain new share certificates and, in the case of Class B common shareholders,
any required cash payments.
Paul R. Kuhn, chairman, president and CEO said, "Completion of our
recapitalization represents one of the most significant developments in the
history of this company, and the benefits are expected to be well worth the
years of effort that went into making it possible. With each of our previously
non-voting Class A common shareholders, and all future shareholders now having
the advantage of Kaman's new one-share one-vote capital structure, we believe
there will be a greater opportunity for Kaman shares to reflect the underlying
value of the company's assets and businesses. Along with this, we believe that
the company will ultimately have enhanced access to capital to pursue the good
opportunities we are seeing before us in each of our segments."
Further detail on the 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, the proxy statement, which was
filed on September 2, 2005 and mailed to shareholders shortly thereafter and
the prospectus supplement, which was filed on September 30 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) risks associated with the course of litigation; 18) changes in
laws and regulations, taxes, interest rates, inflation rates, general business
conditions and other factors; 19) the effects of currency exchange rates and
foreign competition on future operations; and 20) 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.
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Contact: Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
www.kaman.com