SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 14,2000
KAMAN CORPORATION
(Exact name of issuer as specified in its charter)
Connecticut 0-1093 06-0613548
(State of (Commission (I.R.S.
Incorporation) File Number) Employer
Identification
No.)
1332 Blue Hills Avenue
Bloomfield, CT 06002
(Address of principal executive offices)
Registrant's telephone number, including area code: (860)
243-7100
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Charles H. Kaman, the founder, Chairman of the Board and beneficial
owner, directly and indirectly, of a majority of the voting stock
of the registrant (the "Company"), who has been hospitalized with
an artificial hip problem and then with complications from
pneumonia, has been determined by his personal physician to be
incapacitated and therefore unable to manage his affairs.
Effective with this determination, the power to vote shares of
the Company's Class B Common Stock (the "Class B Stock")
beneficially owned directly and indirectly by Mr. Kaman and
representing approximately 68.6% of the total voting power of all
voting shares of the Company, has been transferred to fiduciaries
previously designated by him pursuant to his estate planning
arrangements. Under applicable securities laws, this constitutes a
change in control of the Company.
The Class B Stock is the Company's only class of voting securities
and is held of record by approximately 78 persons. As of
August 14, 2000, Mr. Kaman's direct holdings of 258,375 shares of the
Class B Stock accounted for approximately 38.7% of the voting
control of the Company. In addition, as of such date, Newgate
Associates Limited Partnership, a Connecticut limited partnership
in which Mr. Kaman, until August 14, 2000, served as General
Partner, held 199,802 shares or approximately 29.9% of the Class B
Stock.
Mr. Kaman's direct holdings of Class B Stock are now subject to a
power of attorney granting the right to vote such shares to the
following seven individuals who will act by majority:
John S. Murtha of Bloomfield, Connecticut, a former
senior partner of Murtha Cullina LLP and a former
director and secretary of the Company;
Hartzel Z. Lebed of Palm Beach Gardens, Florida, a
director of the Company;
Robert M. Garneau of South Glastonbury, Connecticut,
Executive Vice President and Chief Financial Officer
of the Company;
Roberta C. Kaman of Farmington, Connecticut, the wife
of Mr. Kaman;
C. William Kaman, II of Fernandina Beach, Florida, the
son of Mr. Kaman and a director of the Company;
Steven W. Kaman of Los Angeles, California, the son of
Mr. Kaman; and
Cathleen H. Kaman-Wood of Santa Fe, New Mexico, the
daughter of Mr. Kaman.
Shares of Class B Stock held by Newgate Associates Limited
Partnership are now subject to a voting trust dated August 14,
2000 between John C. Yavis, Jr., a partner of Murtha Cullina LLP,
counsel of the Company, who, on August 14, 2000, succeeded Mr.
Kaman as General Partner, and ten voting trustees, who shall act by
majority and include the seven individuals listed above plus the
following three individuals:
T. Jack Cahill of Simsbury Connecticut, President of
Kaman Industrial Technologies Corporation;
Admiral Huntington Hardisty (USN-Ret.) of Hartford,
Connecticut, formerly President of Kaman Aerospace
International Corporation and a director of the
Company; and
John C. Yavis, Jr. of Manchester, Connecticut, a partner
of Murtha Cullina LLP and the General Partner of Newgate
Associates Limited Partnership.
These voting arrangements have been established for Mr. Kaman's
estate planning purposes and none of the individuals serving under
these arrangements has paid any consideration in connection with
such arrangements.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
The following document is filed as an Exhibit to this
Report:
Exhibit 99 - Press Release of the Company, dated
August 16, 2000
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, thereunto duly authorized.
KAMAN CORPORATION
By: Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: August 16, 2000
EXHIBIT INDEX
Exhibit Description
99 Press Release of the Company, dated
August 16, 2000
KAMAN CORP. ANNOUNCES CHANGE REGARDING CLASS B SHARES
BLOOMFIELD, Connecticut (August 16, 2000) (NASDAQ/AMEX:KAMNA)
Kaman Corp. announced today that due to Founder and Chairman of
the Board Charles H. Kaman's continuing health condition, the power
to vote his majority ownership (direct and indirect) of the
company's Class B common shares has been transferred to fiduciaries
previously designated by him.
There are 667,814 Class B common shares outstanding, and 22.5
million Class A common shares outstanding. The Class B common
stock is the only class of voting securities of the company.
Under applicable securities laws, this constitutes a change in
control of the company. In a Form 8-K filing submitted today, the
SEC was notified that voting power for Kaman's nearly 69% ownership
of the company's Class B shares has passed to two groups of
designated individuals, each of which will act by majority vote.
The groups include family members, officers and current and former
directors of the company. Kaman directly holds nearly 39% of the
Class B shares and indirectly holds 30% of the Class B shares
through Newgate Associates Limited Partnership.
Kaman Corp., based here, is a $1 billion company, with businesses
in the aerospace, industrial distribution and music markets.
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Contact:
David Long
(860) 243-6319
Email: dml-corp@kaman.com
Internet: http://www.kaman.com