UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 22, 2005 (June 22, 2005)
Kaman Corporation
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
0-1093 06-0613548
(Commission File Number) (IRS Employer
Identification No.)
1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100 Registrant's
telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ X ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Beginning on June 22, 2005, members of Kaman's senior
management will be presenting to investors the information about Kaman
described in the slides attached to this report as Exhibit 99.1. The slides
set forth in Exhibit 99.1 are incorporated by reference herein and such slides
may be presented to investors in the future in connection with management
presentations concerning the Company, including the proposed recapitalization
that the Company previously announced on June 7, 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Slides from Kaman's presentation to investors made on June 22,
2005.
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, hereunto duly authorized.
KAMAN CORPORATION
By:
--------------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: June 22, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Slides from Kaman's presentation to investors made on
June 22, 2005.
INVESTOR PRESENTATION
June
Kaman Corporation
(Nasdaq: KAMNA)
2005
0
FORWARD-LOOKING STATEMENTS
This presentation may contain forward-looking information relating to the corporation's business and prospects, including aerostructures
and helicopter
subcontract programs and components, advanced technology products, the SH-2G and K-MAX helicopter programs, the 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 corporation 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 corporation,
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 corporation's leased facility in Bloomfield, Conn.; 10) profitable integration of acquired businesses
into the corporation'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) successful replacement of the Corporation’s revolving credit facility
upon its expiration in
November 2005; 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 Kaman's annual, quarterly and current reports, and proxy statements. Any forward-looking information provided in this release
should be
considered with these factors in mind. The corporation assumes no obligation to update any forward-looking statements contained i
n this presentation.
Slide 1
1
Kaman intends to file with the Securities and Exchange Commission a Registration Statement on Form S-4, which will
contain a proxy statement/prospectus in connection with the proposed
recapitalization. The proxy statement/prospectus will
be mailed to the stockholders of Kaman when it is finalized. STOCKHOLDERS OF KAMAN ARE ADVISED TO READ
THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT
INFORMATION. Such proxy statement/prospectus (when available) and other relevant documents may also
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 will be available in Kaman's proxy statement/prospectus to
be filed with the Securities and Exchange Commission in connection with
the proposed recapitalization.
FORWARD-LOOKING STATEMENTS, continued
Slide 2
2
Corporate Profile
Aerostructures: Produces aircraft structures and components for commercial
and military
aircraft
Fuzing: Produces specialized missile and bomb fuzing for U.S. and allied militaries
Helicopters: Markets and supports the SH-2G Super Seasprite maritime helicopter
and K-MAX
medium to heavy lift helicopter
Kamatics Bearings: Produces widely used proprietary aircraft bearings and
components
for commercial and military programs
Kaman is one of the nation’s larger distributors of power transmission, motion control,
material handling
and electrical components and a wide range of bearings.
Products and value-added services are offered to a customer base of more than 50,000 companies
Representing
a highly diversified cross-section of
North American industry.
Kaman is the largest independent distributor of musical instruments
and accessories,
offering more than 17,500 products for amateurs and professionals.
Proprietary products include Adamas
®, Ovation
®, Takamine
®, and Hamer® guitars;
and Latin Percussion®
and Toca® hand percussion instruments, Gibraltar®
percussion hardware and
Gretsch
® professional drum sets.
AEROSPACE
INDUSTRIAL
DISTRIBUTION
MUSIC
Slide 3
3
Corporate Profile
2004 SALES
Slide 4
Percent Millions $
4
Aerospace
25%
$252.2
Industrial Distribution
59%
581.9
Music
16%
161.0
100.0%
$995.2
KEY INVESTMENT CONSIDERATIONS
Diversified revenue stream with mix of industrial, consumer
and military business
Strong and diverse customer base across each segment
Strong management team with extensive management experience
Industrial Distribution and Music segments follow well-established
economic models
Solid financial position
Unbroken dividend stream for over 30 years, with a 13.6% increase
announced recently
Proposed one share/one vote recapitalization
Kaman Corporation
Slide 5
5
STRATEGIES
Aerospace
SEGMENT OVERVIEW
Slide 6
6
AEROSPACE OPERATING UNITS
Aerospace
Slide 7
t
t
t
t
18%
22%
29%
31%
Aerostructures
Fuzing
Helicopters
Kamatics
7
AEROSTRUCTURES DIVISION
Operations in Jacksonville, FL and Wichita, KS
Area of strategic emphasis for the Company, particularly in military assembly
and detail work
Transition of production facilities from Moosup, CT to Jacksonville, FL
in its later stages, and the plant has shifted from losses to beginnings of
profitability with significant
new contract for production of Sikorsky
BLACKHAWK helicopter cockpits
Market conditions have improved: industry aircraft orders have increased
Domestic competitors include Vought, GKN, Ducommun and Middle River
Aerospace
Slide 8
Produces parts and subassemblies for various
customers, including:
Military programs such as the Boeing C-17
military transport (approx. $1.1 million per
shipset) and Sikorsky BLACKHAWK
helicopter cockpits (approximately $300
thousand
per ship set)
Commercial programs such as the Boeing 737 (approximately $1.5
million annually, and 767 and 777 (approx. $170 and $190
thousand/ship set)
8
FUZING DIVISION
Manufactures safe, arm and fuzing devices for a number of
major missile and bomb programs
Missile programs include: AMRAAM, ATACMS, Brimstone, M-100 Hawk,
Harpoon, JASSM, Maverick, SLAM-ER, Standard and Tactical Tomahawk
Bomb programs include: Joint Programmable Fuze
FMU143, FMU139, 40mm and others
$500 million market
Operations in Middletown, CT and Orlando, FL
Principal customers the U.S. Army,
U.S. Air Force, U.S. Navy, Boeing,
General Dynamics, Lockheed Martin and Raytheon
Ramping up capabilities for production of the
152 A/B Joint Programmable Fuze
Competitors include ATK, L-3 and others
Aerospace
Slide 9
9
HELICOPTERS DIVISION
The majors are moving away from manufacturing to final assembly and
systems integration, providing opportunities for Kaman
Kaman is on the winning team for the US101 presidential helicopter
Principals customers include the governments of Australia, Egypt, New
Zealand and Poland; the U.S. Department of State and others
Helicopters are expected to return at 10-year service intervals for standard depot level
maintenance. Five-year program of approx. $30 million expected with Egypt.
First
aircraft has arrived.
Program for Australia, in loss position, is moving toward completion
Aerospace
Slide 10
Markets and supports Kaman-made SH-2G(A)
Super Seasprite maritime helicopter and K-MAX
“Aerial Truck” helicopter
Primary operations in Bloomfield, CT
The domestic market has consolidated into
three large players: Boeing, Sikorsky and
Bell. The international market
is dominated
by Agusta Westland and Eurocopter
10
KAMATICS SUBSIDIARY
Manufactures proprietary self-lubricating
bearings for OEM and MRO use in nearly all
military and commercial aircraft produced
in North and South America and Europe.
Leader in product performance and
applications engineering support
Operations are in Bloomfield, CT and Dachsbach Germany
Key customers include: U.S. and allied militaries (32% of 2004 sales), and
commercial accounts with Boeing, Airbus, Embraer, Bombardier and others
(68% of sales). Largest
customer represents 18% of 2004 sales, down from
43% in 1998.
Aerospace
Slide 11
11
STRATEGIES
Expand the aerostructures subcontract, fuzing products, and proprietary
aircraft bearings businesses through increased sales and marketing efforts and
strategic acquisitions
Pursue additional SH-2G opportunities in the international niche market for
intermediate-size maritime helicopters
Further deploy ‘lean thinking’ to improve manufacturing performance and
reduce costs
Aerospace
Slide 12
12
STRATEGIES
Industrial Distribution
SEGMENT OVERVIEW
Slide 13
13
Third largest player in highly fragmented $12 billion market
Provides more than one million products to more than 50,000 MRO and
OEM customers
Serves a broad cross section of North American Industry in 70 of the top
100 U.S. industrial markets
Nearly 200 locations in the U.S., Canada and Mexico
The business tends to closely track the U.S. Industrial Production and
Capacity Utilization Indices
Industrial Distribution
Slide 14
14
Industrial Distribution
$12 BILLION ESTIMATED DISTRIBUTION MARKET:
U.S. POWER TRANSMISSION/MOTION CONTROL DISTRIBUTION
BY
PRODUCT LINE
Slide 15
Industry Kaman
Industry by Product Line
15
Fluid Power
Bearings
Power Transmission
Accessories
Material Handling
Electrical
Linear
20%
8%
13%
29%
27%
26%
8%
9%
9%
11%
13%
12%
10%
5%
Industrial Distribution
PORTFOLIO OF RECOGNIZED BRANDS
Slide 16
16
Industrial Machinery
Food & Kindred Products
Stone, Aggregate & Cement
Paper & Allied Products
Primary Metal Industries
Fabricated Metal Products
Chemicals (incl. Pharmaceuticals)
Electronic & Electric Products
Nonmetallic Minerals, except Fuel
Instruments & Related Products
Industrial Distribution
PERCENT SALES TO TOP 10 CUSTOMER INDUSTRIES
Slide 17
18%
10%
6%
5%
4%
3%
3%
3%
3%
3%
58%
17
FRB INDICES OF INDUSTRIAL
PRODUCTION
AND CAPACITY UTILIZATION
Industrial Distribution
Source: Federal Reserve Board
Slide 18
18
Insert Updated Map
GEOGRAPHICAL COVERAGE
Industrial Distribution
Slide 19
19
Industrial Distribution
2004 ACTUAL OR ESTIMATED SALES OF TOP DISTRIBUTORS
(AMOUNTS IN $MILLIONS)
Slide 20
Source: Public filings and Industrial
Distribution Magazine
20
STRATEGIES
Expand geographic coverage in major industrial markets
that increase Kaman’s ability to compete for regional and
national accounts
Provide industry leadership in e-commerce initiatives
Further enhance operating and asset utilization efficiencies throughout the
enterprise
Industrial Distribution
Slide 21
21
STRATEGIES
Music
SEGMENT OVERVIEW
Slide 22
22
Largest independent distributor of musical
instruments and accessories in the $7.0 billion
U.S. musical instrument market
Provides over 17,500 products: Proprietary
lines to the large retail chains, and the full
catalogue to the smaller regional and local
stores
Strategically located distribution centers cover the
U.S. and Canadian markets
U.S. and Asian manufacturing supports our
proprietary and licensed brands of premium products
Leads the market in use of technology, providing systems to service customers at all
levels
Market is driven by consumer sentiment with the “Back-to-School” and Christmas
seasons being important indicators
Music
Slide 23
23
Music
PORTFOLIO OF PREMIER BRANDED PRODUCTS
Slide 24
24
Accessories
Percussion
Fretted
t
t
t
MUSIC BUSINESS MIX:
DIVERSIFICATION BY MAJOR PRODUCT TYPE
Music
Slide 25
40%
31%
29%
25
E-COMMERCE SALES HISTORY
Source: Federal Reserve Board
Slide 26
$
Music
26
KAMAN MUSIC 2004 ESTIMATED SALES OF
TOP INDEPENDENT DISTRIBUTORS
(AMOUNTS IN MILLIONS)
Slide 27
Source: Music Trades Magazine
Music
27
STRATEGIES
Preserve Kaman’s leadership position as the largest
independent distributor of musical instruments and accessories
Build on Kaman’s strong brand identity while adding
new market-leading names to the Corporation’s offering
of proprietary products
Lead the market with distribution systems and technologies
that add value and reduce costs for customer, supplier and
the Corporation
Music
Slide 28
28
Financial Review
Slide 29
29
KAMAN CORPORATION AND SUBSIDIARIES NET SALES
Financial Overview
2005
$12.9
$12.7
17.1
23.0
$65.7
156.0
41.6
$263.3
2004
$10.7
8.9
19.9
19.8
$59.3
145.6
40.3
$245.2
2004
$45.3
56.7
73.2
77.1
$252.2
581.9
161.0
$995.2
2003
$43.1
45.1
97.1
65.9
$251.2
497.9
145.4
$894.5
NET SALES ($ in Millions)
Aerospace
Aerostructures
Fuzing
Helicopters (incl. EODC)
Kamatics/RWG
Industrial Distribution
Music
Total
YEAR ENDED FIRST QUARTER
Slide 30
30
KAMAN CORPORATION AND SUBSIDIARIES EBIT/EBITDA
Financial Overview
Q1 ’05
$7.6
8.5
2.6
18.7
—
(9.5)
9.2
11.2
Q1 ’04
$3.0
5.0
2.0
10.0
—
(6.7)
3.3
5.1
2004
(14.3)
19.3
11.1
16.1
0.2
(28.8)
(12.5)
(4.6)
2003
$ 14.8
12.7
9.5
37.0
18.2
(19.1)
$ 36.1
$ 44.9
EBIT/EBITDA ($ in Millions)
Aerospace
Industrial Distribution
Music
Total Segment Operating Profit
Net Gain on Sale of Product Lines and
Other Assets
Corporate Expense
Total Operating Profit/Loss
EBITDA
Slide 31
31
2004 EARNINGS ADJUSTMENTS - AEROSPACE
$20.1 million
7.1 million
2.0 million
5.5 million
3.5 million
3.4 million
$41.6 million Total
Financial Overview
Slide 32
Elimination of investment in contracts with MD Helicopters
Adjustment to Boeing Harbour Pointe contract
Severance in connection with realignment of Aerospace
management team
Increased accrued contract costs associated with completion
of Australia SH-2G (A) program
Product warranty issues at Dayron
Adjustment to EODC contract
32
KAMAN CORPORATION
13.3%
$7,539
$9,979
18.4%
$1,098
$2,504
Debt as % of capital
Capital Expenditures
Dividends
$284,170
$287,320
Shareholders’ equity
$43,405
$64,604
Bank Debt & Debentures
$224,230
$228,381
Working capital
226,105
236,619
Current liabilities
$450,335
$465,000
Current assets
As of December 31, 2004
As of April 1, 2005
Financial Overview
Slide 33
33
KEY INVESTMENT CONSIDERATIONS
Diversified revenue stream with mix of industrial, consumer
and military business
Strong and diverse customer base across each segment
Strong management team with extensive management experience
Industrial Distribution and Music segments follow well-established
economic models
Solid financial position
Unbroken dividend stream for over 30 years, with a 13.6% increase
announced recently
Proposed one share/one vote recapitalization
Kaman Corporation
Slide 34
34