KAMAN CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - EARNINGS PER SHARE COMPUTATION
(IN THOUSANDS EXCEPT PER SHARE AMOUNT)
For the Three Months
Ended March 31,
--------------------
2001 2000
---- ----
Basic:
Net earnings $ 8,741 $ 8,556
======== ========
Weighted average number of shares
outstanding $ 22,309 $ 23,126
======== ========
Net earnings per share - basic $ .39 $ .37
======== ========
Diluted:
Net earnings $ 8,741 $ 8,556
Elimination of interest expense on 6%
subordinated convertible debentures
(net after taxes) 255 267
-------- --------
Net earnings (as adjusted) $ 8,996 $ 8,823
======== ========
Weighted average number of shares
outstanding 22,309 23,126
Weighted average shares issuable on
conversion of 6% subordinated convertible
debentures 1,123 1,194
Weighted average shares issuable on
exercise of diluted stock options 246 36
-------- --------
Total 23,678 24,356
======== ========
Net earnings per share - diluted $ .38 $ .36
======== ========
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED
March 31, 2001.
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM TO
--------------- --------------.
Commission File No. 0-1093
KAMAN CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Connecticut 06-0613548
- -------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
----------------------------------------
(Address of principal executive offices)
(860) 243-7100
--------------------------------------------------
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of May 1, 2001:
Class A Common 21,704,376
Class B Common 667,814
Page 1 of 18 Pages
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets(In thousands)
Assets March 31, 2001 December 31, 2000
------ ------------------ ------------------
Current assets:
Cash and cash equivalents $ 35,344 $ 48,157
Accounts receivable (net of
allowance for doubtful
accounts of $4,407 in
2001, $4,636 in 2000) 216,197 212,374
Inventories:
Contracts and other
work in process 58,569 65,918
Finished goods 41,788 41,590
Merchandise for resale 89,784 190,141 88,640 196,148
------- -------
Other current assets 25,932 25,321
-------- -------
Total current assets 467,614 482,000
Property, plant & equip., at cost 169,527 170,895
Less accumulated depreciation
and amortization 108,053 107,190
------- -------
Net property, plant & equipment 61,474 63,705
Other assets 8,005 8,125
-------- --------
$537,093 $553,830
======== ========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Notes payable $ 3,669 $ 3,720
Accounts payable 48,055 58,057
Accrued liabilities 26,395 30,300
Advances on contracts 35,248 41,905
Other current liabilities 32,752 35,244
Income taxes payable 4,695 4,116
-------- -------
Total current liabilities 150,814 173,342
Deferred credits 24,322 23,556
Long-term debt, excl. current portion 23,226 24,886
Shareholders' equity 338,731 332,046
-------- --------
$537,093 $553,830
======== ========
- 2 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Operations
(In thousands except per share amounts)
For the Three Months
Ended March 31,
--------------------
2001 2000
---- ----
Revenues $244,692 $263,525
Costs and expenses:
Cost of sales 182,692 198,752
Selling, general and
administrative expense 49,047 51,395
Interest income, net (26) (350)
Other (income)/expense, net (487) 307
-------- --------
231,226 250,104
-------- --------
Earnings before income taxes 13,466 13,421
Income taxes 4,725 4,865
-------- --------
Net earnings $ 8,741 $ 8,556
======== ========
Net earnings per share:
Basic $ .39 $ .37
Diluted $ .38 $ .36
======== ========
Dividends declared per share $ .11 $ .11
======== ========
- 3 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Cash Flows
(In thousands)
For the Three Months
Ended March 31,
--------------------
2001 2000
--------- --------
Cash flows from operating activities:
Net earnings $ 8,741 $ 8,556
Depreciation and amortization 2,815 2,912
Net gain on sale of assets (630) -
Accounts receivable (3,823) (32,963)
Inventory 6,007 11,148
Accounts payable (10,002) 2,891
Advances on contracts (6,657) (2,591)
Income taxes payable 579 3,466
Changes in other current assets and liabilities (5,913) (2,621)
Other, net (172) 638
-------- --------
Cash provided by (used in) operating
activities (9,055) (8,564)
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets 1,124 -
Expenditures for property, plant & equipment (1,040) (1,471)
Other, net (55) (88)
-------- --------
Cash provided by (used in) investing
activities 29 (1,559)
-------- --------
Cash flows from financing activities:
Reductions to notes payable (51) (301)
Reductions to long-term debt (1,660) (1,660)
Purchase of treasury stock - (833)
Dividends paid (2,447) (2,544)
Proceeds from sale of stock 371 392
-------- --------
Cash provided by (used in) financing
activities (3,787) (4,946)
-------- --------
Net increase (decrease) in cash and cash equivalents (12,813) (15,069)
Cash and cash equivalents at beginning of period 48,157 76,249
-------- --------
Cash and cash equivalents at end of period $ 35,344 $ 61,180
======== ========
- 4 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands)
Basis of Presentation
- ----------------------
The December 31, 2000 condensed consolidated balance sheet
amounts have been derived from the previously audited
consolidated balance sheet of Kaman Corporation and subsidiaries.
In the opinion of management, the balance of the condensed
financial information reflects all adjustments which are
necessary for a fair presentation of the financial position,
results of operations and cash flows for the interim periods
presented and are of a normal recurring nature, unless otherwise
disclosed in this report.
The statements should be read in conjunction with the notes to
the consolidated financial statements included in Kaman
Corporation's 2000 Annual Report.
Cash Flow Items
- ---------------
Cash payments for interest were $964 and $1,032 for the three
months ended March 31, 2001 and 2000, respectively. Cash
payments for income taxes for the comparable periods were
$3,856 and $1,255, respectively.
Comprehensive Income
- --------------------
Comprehensive income was $8,604 and $8,550 for the three months
ended March 31, 2001 and 2000, respectively, as the result of
foreign currency translation adjustments.
- 5 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands)
Shareholders' Equity
- --------------------
Changes in shareholders' equity were as follows:
Balance, January 1, 2001 $332,046
Net earnings 8,741
Foreign currency translation adjustment (137)
--------
Comprehensive income 8,604
Dividends declared (2,459)
Employee stock plans 540
--------
Balance, March 31, 2001 $338,731
========
- 6 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands except share amounts)
Business Segments
- -----------------
Summarized financial information by business segment is as follows:
For the Three Months
Ended March 31,
-------------------------
2001 2000
--------- ---------
Net sales:
Aerospace $ 92,158 $ 96,457
Industrial Distribution 123,071 136,363
Music Distribution 29,260 30,384
-------- --------
$244,489 $263,204
======== ========
Operating profit:
Aerospace $ 10,189 $ 10,801
Industrial Distribution 5,078 5,510
Music Distribution 1,319 1,529
-------- --------
16,586 17,840
Interest, corporate and
other expense, net (3,120) (4,419)
-------- --------
Earnings before income taxes $ 13,466 $ 13,421
======== ========
March 31, December 31,
2001 2000
-------- --------
Identifiable assets:
Aerospace $300,559 $307,762
Industrial Distribution 137,718 137,297
Music Distribution 53,207 53,444
Corporate 45,609 55,327
-------- --------
$537,093 $553,830
======== ========
- 7 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
- ---------------------
Consolidated revenues for the three months ended March 31, 2001
were $244.7 million compared to $263.5 million for the same
period of 2000.
Aerospace segment net sales were $92.2 million for the first
quarter of 2001 compared to $96.5 million for the first quarter
of 2000, as revenues for the SH-2G naval helicopter have begun to
taper off. The Aerospace segment's principal programs include
helicopter manufacturing (currently about 52% of segment sales),
aircraft structures subcontract work and manufacture of
components such as self-lubricating bearings and driveline
couplings for aircraft applications (currently about 35% of
segment sales), and advanced technology products (currently about
13% of segment sales).
The corporation's helicopter programs include the SH-2G multi-
mission naval helicopter and the K-MAX (registered trademark)
medium-to-heavy lift helicopter. Helicopter program net sales
for the first quarter of 2001 were down 15 percent compared to
the same period of last year.
The SH-2G helicopter program (which constitutes the primary
component of the segment's total helicopter program sales)
generally involves retrofit of the corporation's SH-2F
helicopters, previously manufactured for the U.S. Navy (and in
storage) to the SH-2G configuration. The corporation is
currently performing this work under commercial contracts with
the governments of Australia and New Zealand.
The program for New Zealand involves five (5) aircraft and
support for the Royal New Zealand Navy. The contract has an
anticipated value of $180 million (US), of which 87% has now been
recorded as revenue. The delivery process for the first aircraft
began during April, 2001.
The program for Australia involves eleven (11) helicopters with
support, including a support services facility, for the Royal
Australian Navy. The total contract has an anticipated value
of about $680 million (US). The helicopter production portion of
the work is valued at $559 million, of which 80% has been
recorded as revenue.
The SH-2G(A) helicopter for Australia will contain an
integrated tactical avionics system ("ITAS") that will provide
the most sophisticated, integrated cockpit and weapons system
- 8 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
available in an intermediate-weight helicopter. Due to a
contract dispute between the corporation and its subcontractor,
Litton Guidance and Control Systems (the designer and
integrator of the ITAS system for the Australia program), there
will be a delay in delivery of the full ITAS to Australia. As
a result of mediation between the corporation and Litton, an
agreement in principle was reached in February, 2001 under which
the two parties agreed to withdraw their claims upon fulfillment
of mutually agreed commitments. Litton's significant
responsibilities for the Australia program will end once it
completes work on hardware and certain software and transfers a
software integration laboratory, software and intellectual
property rights to the corporation. In return, the corporation
will make certain milestone payments to Litton as it finishes the
aforementioned work and will assume responsibility for several
remaining elements of the project. Management is currently
negotiating contracts with other subcontractors (which must
be acceptable to the Australian government) to complete the
balance of ITAS software development. Once these arrangements are
finalized, management expects to have improved visibility on the
overall impact upon costs and profitability for the Australia
program. The corporation is also working with the Royal
Australian Navy to develop satisfactory procedures for approval
of the new subcontractor arrangements, interim acceptance of the
aircraft without the full ITAS and coordination of this year's
deliveries of those aircraft (one of which is already in
Australia).
Management expects that as the New Zealand and Australia programs
wind down, revenues from the SH-2G programs will decrease during
2001. The corporation believes that the potential market for
additional SH-2G helicopter programs is promising, even though
the market is highly competitive and influenced by political and
economic conditions. For example, the corporation is in the late
stages of competition for up to eight search and rescue
helicopters for the government of Egypt. The SH-2G size is well
suited for operating from the types of ships in service with the
Egyptian Navy. In its last procurement for anti-submarine
warfare helicopters, the Republic of Egypt selected ten SH-2Gs,
which have been in service since 1998 and for which the
corporation continues to provide on-site support. The
corporation is also in discussions with the U.S. Navy regarding
refurbishment of four SH-2G helicopters for use by the Polish
government, along with future training and support.
- 9 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The corporation has taken a consignment of the Navy's inventory
of SH-2 spare parts under a multi-year agreement that provides
the corporation the ability to utilize certain inventory for
support of the corporation's other SH-2 programs while also
supporting U.S. Naval Reserve needs for the three SH-2G aircraft
that it currently operates.
During the first quarter of 2001, the corporation substantially
completed performance on the order for five K-MAX aircraft
that was received from the U.S. State Department in December,
2000 by delivering the remaining three aircraft (revenue from
two aircraft was recognized in 2000). It is expected that
these aircraft will be used in Peru for anti-drug efforts. The
corporation continues its efforts to refocus K-MAX sales
development on global market opportunities in industry and
government, including oil and gas exploration, power line and
other utility construction, fire fighting, law enforcement, and
the movement of equipment.
Net sales for the portion of the Aerospace segment that
performs subcontract work and manufactures aircraft components
increased 11 percent for the first quarter of 2001 compared to
the prior year. The segment is involved in a number of
commercial and defense aviation programs, including production
of wing structures and other components for virtually all
Boeing commercial aircraft as well as components for the Boeing
C-17 transport and F-22 fighter. Work continues on two multi-
year contracts received last year from MD Helicopters, Inc. to
supply fuselages for that company's entire line of single-
engine helicopters and composite rotor blades for its MD
Explorer helicopter. The segment's component manufacturing
includes self-lubricating bearings for use principally in
aircraft flight controls, turbine engines and landing gear, and
driveline couplings for helicopters.
The Aerospace segment also produces advanced technology products,
including missile fuzing devices, precision measuring systems,
electromagnetic motors and electro-optic devices. Net sales of
this portion of the segment's business increased 8 percent from
the same quarter last year.
Industrial Distribution segment net sales were $123.1 million for
the first quarter of 2001 compared to $136.4 million for the same
period of 2000, due to a slowdown in the U.S. economy. Since the
segment's customers encompass business in nearly every sector of
U.S. industry, this business tends to be affected by industrial
- 10 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
production levels. During the first quarter of 2001, weakness
was experienced particularly in the automotive and steel
sectors and the energy crisis on the west coast was disruptive
to the customer base from California to Washington. The
segment adjusted to these circumstances by taking steps to
reduce expenses and improve efficiency, including consolidation
of some branches. Management believes that these actions will
position the segment to benefit significantly in an economic
recovery.
The Industrial Distribution segment's Internet e-Commerce site
was implemented last year and has been well received by a variety
of customers. The site contains a complete catalog of product
offerings (with more than one million industrial products) and
provides an additional channel for both current and new customers
to transact business with the segment.
Music Distribution net sales were $29.3 million for the quarter
ended March 31, 2001 compared to $30.4 million a year ago, due to
the economic slowdown and an overall softening in the music
market. While sales to the larger retail stores have continued
to be relatively strong, it appears that other retailers have
been working to reduce inventories carried over from a slow
holiday sales period last year.
Total operating profit for all the corporation's business
segments for the quarter ended March 31, 2001 was $16.6 million
compared to $17.8 million the prior year. These lower operating
profits were offset by a $0.7 million gain from the sale of a
facility and reduced corporate expenses. Operating profit for
the Aerospace segment was $10.2 million for the first quarter
of 2001 compared to $10.8 million a year ago; operating profit
increases in the K-MAX program, aircraft subcontracting, and
advanced technology sectors of the businesses were offset by
the effect of maturation of the Australia and New Zealand SH-2G
helicopter programs. Operating profit for the Industrial
Distribution segment was $5.1 million for the first quarter
compared to $5.5 million a year ago, reflecting the economic
slowdown. Operating profit for the Music Distribution business
was $1.3 million for the quarter ended March 31, 2001, compared
to $1.5 million the previous year, due to economic conditions.
For the quarter ended March 31, 2001, interest income earned from
investment of cash more than offset interest expense.
The consolidated effective income tax rate was 35.1% for the
first quarter of 2001 compared to 36.2% for the same period of
2000.
- 11 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Net earnings for the first quarter of 2001 were 38 cents per
common share on a diluted basis compared to 36 cents per common
share for the first quarter of 2000 on the same basis.
Liquidity and Capital Resources
- -------------------------------
The corporation's cash flow from operations has generally been
sufficient to finance a significant portion of its working
capital and other capital requirements.
During the first quarter of 2001, operating activities used
cash, in large part due to reductions in the Aerospace
segment's advances on contracts and accounts payable. This
was offset to some extent by decreases in inventories in the
Aerospace segment. Management expects that as helicopter
deliveries to Australia are accomplished and new business is
added, this cash situation should tend to reverse itself later
in the year.
During the quarter, cash was used in investing activities for
items such as acquisition of machinery and computer equipment,
which use was more than offset by proceeds from the sale of
assets during the quarter. Cash used by financing activities was
primarily attributable to the payment of dividends to common
shareholders and the sinking fund requirement for the
corporation's debentures (described below).
At March 31, 2001, the corporation had $24.9 million of its 6%
convertible subordinated debentures outstanding. The debentures
are convertible into shares of Class A common stock at any time
on or before March 15, 2012 at a conversion price of $23.36 per
share, generally at the option of the holder. Pursuant to a
sinking fund requirement that began March 15, 1997, the
corporation redeems approximately $1.7 million of the outstanding
principal of the debentures each year.
In November 2000, the corporation's board of directors authorized
a replenishment of the corporation's stock repurchase program,
providing for the repurchase of an aggregate of 1.4 million Class
A shares for use in administration of the corporation's stock
plans and general corporate purposes. No shares were repurchased
during the first quarter of 2001.
- 12 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The corporation had $35.3 million in surplus cash at March 31,
2001, with an average of $38.6 million for the quarter. These
funds have been invested in high quality short term investments.
The corporation maintains a revolving credit agreement involving
a group of eight financial institutions. The agreement has a
maximum unsecured line of credit of $225 million which consists
of a $150 million commitment for five years and a $75 million
commitment under a "364 day" arrangement which is renewable
annually for an additional 364 days. The most restrictive of the
covenants contained in the agreement requires the corporation to
have EBITDA, as defined, at least equal to 300% of interest
expense and a ratio of consolidated total indebtedness to total
capitalization of not more than 55%.
Letters of credit are generally considered borrowings for
purposes of the revolving credit agreement. The governments of
Australia and New Zealand made advance payments of $104.3 million
in connection with their SH-2G contracts in 1997 and those
payments were fully secured by the corporation through issuance
of irrevocable letters of credit. The face amount of these
letters of credit is currently $41.2 million. Reductions are
anticipated as certain contract milestones are reached and as the
corporation and the Australian government agree upon an
acceptance and delivery schedule for the SH-2G(A)s.
Average bank borrowings for the three months ended March 31, 2001
were $2.1 million, compared to $2.7 million for the same period
of 2000.
Management believes that the corporation's cash flow from
operations and available unused bank line of credit under its
revolving credit agreement will be sufficient to finance its
working capital and other capital requirements for the
foreseeable future.
Management also believes that its strong balance sheet provides
flexibility for it to identify and pursue appropriate
opportunities to expand its businesses.
Forward-Looking Statements
- --------------------------
This report contains forward-looking information relating to the
corporation's business and prospects, including the SH-2G and
K-MAX helicopter programs, aircraft structures and components,
the industrial and music distribution businesses, operating cash
- 13 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
flow 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 contract negotiations with
government authorities, including foreign governments;
2) political developments in countries where the corporation
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 corporation,
including industry consolidation in the United States and
global economic conditions; 5) timing of satisfactory
completion of the Australian SH-2G(A) program; 6) timing,
degree and scope of market acceptance for products such as a
repetitive lift helicopter; 7) U.S. industrial production
levels; 8) changes in supplier sales policies; 9) the effect
of price increases or decreases; and 10) currency exchange
rates, taxes, laws and regulations, inflation rates, general
business conditions and other factors. Any forward-looking
information should be considered with these factors in mind.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
The corporation has various market risk exposures that arise
from its normal business operations, including currency exchange
rates, supplier price changes, and interest rates as well as
other factors described in the Forward-Looking Statements
section of this report.
The corporation's exposure to currency exchange rates is managed
at the corporate and subsidiary operations levels as an integral
part of the business.
The corporation's exposure to supplier sales policies and price
changes relates primarily to its distribution businesses and
the corporation seeks to manage this risk through its
procurement policies and maintenance of favorable relationships
with suppliers.
- 14 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The corporation's exposure to interest rate risk relates
primarily to its financial instruments, which include short-
term investments with market interest rates and debt
obligations with fixed interest rates. Currently the
corporation has limited exposure in this area due to the level
of its fixed rate debt obligation and borrowings under its
financing arrangements. Where it currently exists, interest
rate risk is managed through the use of a combination of fixed
rate long-term debt and variable rate borrowings under its
financing arrangements. Letters of credit for the Australia
and New Zealand SH-2G helicopter contracts are generally
considered borrowings for purposes of the corporation's
revolving credit agreement; they are not subject to interest
rate risk, however, fees are charged based upon the
corporation's usage and credit rating.
There has been no significant change in the corporation's
exposure to these market risk factors during the first three
months of 2001. Management believes that any near-term change
in the market risk factors described above should not
materially affect the consolidated financial position, results
of operations or cash flows of the corporation.
- 15 -
KAMAN CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The annual meeting of the shareholders of the Corporation was
held at the offices of the Corporation on April 10, 2001.
Following is a brief description of each matter voted upon at the
meeting:
1. Election of Directors
---------------------
The following twelve (12) individuals were elected directors of
the Corporation to serve until the next annual meeting and until
their successors have been elected:
Brian E. Barents E. Reeves Callaway III Frank C. Carlucci
Laney J. Chouest John A. DiBiaggio Huntington Hardisty
C. William Kaman II Eileen S. Kraus Paul R. Kuhn
Hartzel Z. Lebed Walter H. Monteith, Jr. Wanda Lee Rogers
For each director, the Class B shareholders voted 602,952 shares
in favor, none against, with no abstentions and no broker non-
votes.
2. Authority to Elect One (1) Additional Director
----------------------------------------------
A proposal to authorize the Board of Directors to elect one (1)
additional director during the ensuing year was adopted by the
Class B shareholders who voted 602,552 in favor and 400 against,
with no abstentions and no broker non-votes.
3. Appointment of KPMG LLP
-----------------------
A proposal to appoint KPMG LLP as the Corporation's independent
auditors during the ensuing year was adopted by the Class B
shareholders who voted 602,952 in favor, none against, with no
abstentions and no broker non-votes.
- 16 -
KAMAN CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits to Form 10-Q:
(11) Earnings per share computation
(b) Report on Form 8-K filed in the first quarter of
2001:
A report on Form 8-K was filed on March 9, 2001,
reporting that Charles H. Kaman will not stand for
re-election to the board of directors of Kaman
Corporation at its annual meeting on April 10, 2001,
due to a continuing health condition.
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
Registrant
Date: May 14, 2001 By Paul R. Kuhn
Chairman, President and
Chief Executive Officer
(Duly Authorized Officer)
Date: May 14, 2001 By Robert M. Garneau
Executive Vice President and
Chief Financial Officer
- 17 -
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 11 Earnings Per Share Computation Attached
- 18 -