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 24, 2005 (June 23, 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
On June 24, 2005, the Company issued a press release concerning the
receipt of a letter on June 23, 2005 from the Kaman family pursuant to the
recapitalization agreement. A copy of the press release is attached as Exhibit
99.1 hereto and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release, dated June 24, 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 24, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated June 24, 2005.
Exhibit 99.1
Kaman Corporation
Bloomfield, CT 06002
(860) 243-7100 NEWS
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KAMAN
KAMAN CORPORATION ANNOUNCES DEVELOPMENT CONCERNING
PROPOSED RECAPITALIZATION
BLOOMFIELD, CONNECTICUT, (June 24, 2005) - In connection with the
recapitalization agreement between Kaman Corporation (NASDAQ: KAMNA) and
members of the Kaman family that was previously announced on June 7, 2005, the
company reported today that yesterday afternoon it received a letter from Kaman
family representatives indicating that the family is in discussions concerning
a possible "qualifying alternative transaction" and that the family has reached
a stage that they reasonably believe will likely result in a "qualifying
alternative transaction". A "qualifying alternative transaction" is defined in,
and permitted by, the recapitalization agreement. Receipt of the letter does
not by itself mean that the Kaman family will enter into an agreement providing
for a "qualifying alternative transaction" or that it will seek to terminate
the recapitalization agreement.
In order to be a "qualifying alternative transaction," a proposed transaction
would need to meet several requirements provided for in the recapitalization
agreement, including that the minimum value in cash or marketable publicly
traded securities offered per share of Class B common stock by the third party
must be at least $46.62 and must be offered to all Class B shareholders. The
letter did not provide any information concerning possible terms, timing or
parties to the possible transaction. However, if the Kaman family were to enter
into an agreement providing for a "qualifying alternative transaction" and seek
to terminate the recapitalization agreement, the company's Board of Directors
would have ten business days (or if an arbitration were to be commenced until
five business days following completion of the arbitration) to determine
whether to approve and propose to shareholders a "substitute recapitalization
proposal" under the recapitalization agreement. If approved by the Board and
proposed to shareholders, a "substitute recapitalization proposal" would amend
the existing recapitalization proposal to increase the number of voting common
shares into which each share of Class B common stock would be converted and
would need to provide for a minimum deemed value per Class B common share of at
least $0.65 greater than the per share amount offered in the qualifying
alternative transaction. For this purpose, one share of the voting stock would
be valued at $15.54, which was the average closing price for the Class A common
stock over the ten trading day period prior to the recapitalization agreement
being signed. Pursuant to the recapitalization agreement, the Kaman family has
agreed to support any "substitute recapitalization proposal" in the event one is
approved by the Board of Directors.
Additional details of the recapitalization agreement can be found by reviewing
the recapitalization agreement, which was filed as Exhibit 99.1 to the
Company's current report on Form 8-K filed on June 7, 2005.
Page 2 of 3
Kaman Corporation
June 24, 2005
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 17,500 products for
amateurs and professionals, with principal facilities in Arizona, Connecticut,
California, New Jersey and Tennessee.
* * *
Forward-Looking Statements
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This release 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
Page 3 of 3
Kaman Corporation
June 24, 2005
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 in this release.
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 by request
from the contact listed below.
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.
Contact: Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
www.kaman.com