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) July 22, 2005 (July 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
The Company announced that on July 22, 2005, an arbiter has
determined that the previously disclosed agreement between Mason Capital
Management ("Mason") and the Kaman family constitutes a "qualifying alternative
transaction" under the recapitalization agreement, dated June 7, 2005, between
the Kaman family and the Company (the "Recapitalization Agreement") and that
the Kaman family has complied with all the conditions necessary to pursue the
alternative transaction with Mason, the closing of which would terminate the
Recapitalization Agreement.
Pursuant to the Recapitalization Agreement, the Company has
five business days to determine whether or not to submit a "substitute
recapitalization proposal" to its shareholders. A "substitute recapitalization
proposal" must offer consideration equivalent to at least $55.65 for each share
of Class B voting common stock. In the event that the Company is to make a
"substitute recapitalization proposal" to its shareholders, the Kaman family
has agreed pursuant to the Recapitalization Agreement, to vote its shares of
Class B voting common stock and Class A nonvoting common stock for approval of
the "substitute recapitalization proposal" and that its ability to pursue the
proposed Mason transaction will be precluded. However, if the recapitalization
agreement were to be later terminated without the "substitute recapitalization
proposal" having been completed, the Kaman family would be free to pursue an
alternative transaction.
A copy of the press release is attached hereto as exhibit
99.1 and incorporated herein by reference.
Further detail on the proposed 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release, dated July 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: /s/ Robert M. Garneau
-------------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: July 22, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated July 22, 2005
Kaman Corporation
Bloomfield, CT 06002
(860) 243-7100
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[GRAPHIC OMITTED]
BLOOMFIELD, CONNECTICUT, (July 22, 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 an arbiter has determined that the previously
disclosed agreement between Mason Capital Management ("Mason") and the Kaman
family constitutes a "qualifying alternative transaction" under the
recapitalization agreement and the Kaman family has complied with all the
conditions necessary to pursue the alternative transaction with Mason, the
closing of which would terminate the recapitalization agreement.
Pursuant to the recapitalization agreement, the Company has
five business days to determine whether or not to submit a "substitute
recapitalization proposal" to its shareholders. A "substitute recapitalization
proposal" must offer consideration equivalent to at least $55.65 for each share
of Class B voting common stock. In the event that the Company is to make a
"substitute recapitalization proposal" to its shareholders, the Kaman family
has agreed, pursuant to the recapitalization agreement, to vote its shares of
Class B voting common stock and Class A nonvoting common stock in favor of the
"substitute recapitalization proposal" and that its ability to pursue the
proposed Mason transaction will be precluded. However, if the recapitalization
agreement were to be later terminated without the "substitute recapitalization
proposal" having been completed, the Kaman family would be free to pursue an
alternative transaction.
Further detail on the proposed 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.
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
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 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.
If the Board of Directors approves a "substitute recapitalization
proposal", 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