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 28, 2005 (July 28, 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 1.01 Entry into a Material Definitive Agreement.
On July 28, 2005, the Company amended its Revolving Credit Agreement,
dated November 13, 2000 (as previously amended, the "Credit Agreement"),
effective as of July 26, 2005, to provide that completion of the proposed
recapitalization described in Item 8.01 would be permitted under the Credit
Agreement. The Credit Agreement was also amended to revise the "change of
control" definition to bring such definition more in line with the market
standard definition for public companies, including that an acquisition by a
third party other than the Kaman family of 35% or more of the Company's voting
equity securities (which at this time is solely the Class B stock) would
constitute a "change of control" for such purposes, unless the Kaman family
also retains ownership and sole voting authority over at least a majority of
such voting equity securities. The amendment is attached hereto as Exhibit 2.1
and incorporated herein by reference.
Item 8.01. Other Events.
On July 28, 2005, the Company announced that, in connection with the
previously disclosed recapitalization agreement, dated June 7, 2005 (the
"Recapitalization Agreement"), between the Company and members of the Kaman
family and related entities (the "Kaman Family Shareholders"), the Company is
proposing to its shareholders for their approval a substitute recapitalization
(the "Substitute Recapitalization Proposal") that will replace the proposed
recapitalization announced on June 7. Pursuant to the Substitute
Recapitalization Proposal, each share of Class A stock will be amended to be
given voting rights (as amended, the "Common Stock") and each share of Class B
stock will be converted into 3.58 shares of Common Stock or, at the holder's
election, 1.84 shares of Common Stock and $27.10 in cash.
Under the Recapitalization Agreement, the Kaman Family Shareholders
has agreed to vote its shares of Class A stock and Class B stock in favor of
the Substitute Recapitalization Proposal and to make the part cash/part stock
election for not fewer than the number of shares of Class B Stock as is
requested by the Company to avoid application of the higher voting requirement
of Section 33-841 of the Connecticut Business Corporation Act. In that regard,
the Company has advised the Kaman Family Shareholders that the minimum part
cash/part stock election for them collectively is 516,735 shares, which means
that the Kaman Family Shareholders will be free to make either election for
their remaining 34,976 shares. By reason of the Company having announced the
Substitute Recapitalization Proposal, the Kaman Family Shareholders will not
be permitted to complete the sale of the shares of Class B stock pursuant to
their previously announced agreement with Mason Capital Management and a
related entity unless the Recapitalization Agreement is terminated without the
Substitute Recapitalization Proposal having been completed other than by
reason of a failure of the Kaman Family Shareholders to have performed their
obligations under the Recapitalization Agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Further details on the Substitute Recapitalization Proposal and the
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 2.1 Fourth Amendment to the Credit Agreement, dated as of
July 26, 2005
Exhibit 99.1 Press Release, dated July 28, 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 28, 2005
INDEX TO EXHIBITS
Exhibit 2.1 Fourth Amendment to the Credit Agreement, dated as of
July 26, 2005
Exhibit 99.1 Press Release, dated July 28, 2005
FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of July
26, 2005 (this "Amendment"), is by and among KAMAN CORPORATION, a Connecticut
corporation (the "Company"), the various financial institutions as are or may
become parties hereto (collectively, the "Banks"), and THE BANK OF NOVA SCOTIA
("Scotia Bank") and BANK OF AMERICA, N.A. (as successor by merger to Fleet
National Bank) (individually, a "Co-Administrative Agent" and collectively,
the "Co-Administrative Agents") for the Banks.
WHEREAS, the Company, the Co-Administrative Agents and the Banks are
parties to a certain Revolving Credit Agreement, dated as of November 13, 2000
(as amended and in effect from time to time, the "Credit Agreement");
WHEREAS, the Company has advised the Co-Administrative Agents and the
Banks that the Company has entered into an agreement with certain members of
the Kaman family that contemplates a Recapitalization (as defined below).
WHEREAS, the consummation of the Recapitalization requires that the
Company amend the Credit Agreement.
WHEREAS, the Company has requested that the Majority Banks amend the
Credit Agreement to permit the Recapitalization, and the Majority Banks have
agreed to make such amendments subject to the satisfaction of the conditions
set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement and herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1. Defined Terms. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.
Section 2. Amendments to the Credit Agreement. Subject to the
conditions precedent set forth in Section 3, the Credit Agreement shall be
amended as follows:
(a) Section 5.7 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following Section 5.7:
"Section 5.7 Affiliate Transactions. Enter into any transaction with
any Affiliate, except upon fair, reasonable and arm's-length terms, provided
that nothing in this Section 5.7 shall prohibit the Recapitalization."
(b) Section 9.2 of the Credit Agreement is hereby amended by deleting
the definition of "Change in Control" and restating it in its entirety as
follows:
"Change of Control" means an event or series of events by which,
following January 1, 2005:
(a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
any employee benefit plan of such person or its subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed
to have "beneficial ownership" of all securities that such person or
group has the right to acquire (such right, an "option right"),
whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of 35% or more of the
equity securities of the Company entitled to vote for members of the
board of directors or equivalent governing body of the Company on a
fully-diluted basis (and taking into account all such securities that
such person or group has the right to acquire pursuant to any option
right);
(b) during any period of 24 consecutive months, a majority of
the members of the board of directors or other equivalent governing
body of the Company cease to be composed of individuals (i) who were
members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in
clause (i) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in
clauses (i) and (ii) above constituting at the time of such election
or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause
(iii), any individual whose initial nomination for, or assumption of
office as, a member of that board or equivalent governing body occurs
as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any
person or group other than a solicitation for the election of one or
more directors by or on behalf of the board of directors); or
(c) any Person or two or more Persons acting in concert shall
have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation thereof, will result
in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies
of the Company, or control over the equity securities of the Company
entitled to vote for members of the board of directors or equivalent
governing body of the Company on a fully-diluted basis (and taking
into account all such securities that such Person or group has the
right to acquire pursuant to any option right) representing 35% or
more of the combined voting power of such securities;
provided, that, notwithstanding the foregoing, an event that would
otherwise constitute a Change of Control under clause (a) or (c)
above shall be deemed not to have occurred for so long, but only for
so long, as Charles H. Kaman, his wife, their descendents and
partnerships or trusts in which they are the sole beneficial owners
or beneficiaries continue to own and have the sole right to direct
the voting of securities representing at least a majority of the
combined voting power of such securities.
(c) Section 9.2 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical sequence:
"Affiliate" means, with respect to any Person, another Person
that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the
Person specified."
"Company Letter" means the letter dated the date hereof from the
Company to the Co-Administrative Agents and the Banks, relating to
the recapitalization of the Company.
"Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies
of a Person, whether through the ability to exercise voting power, by
contract or otherwise. "Controlling" and "Controlled" have meanings
correlative thereto."
"Recapitalization" means either (i) the "Current
Recapitalization Proposal", or (ii) the "Substitute Recapitalization
Proposal", each as defined in the Company Letter.
Section 3. Conditions to Effectiveness. This Amendment shall be
deemed to be effective as of the date hereof, subject to the satisfaction of
the following conditions precedent:
(a) receipt by the Co-Administrative Agents of a counterpart
signature page to this Amendment duly executed and delivered by the
Company, the Co-Administrative Agents and the Majority Banks;
(b) such other documents as the Co-Administrative Agents, for
the benefit of the Banks and the Co-Administrative Agents, may
reasonably request.
Section 4. Representations and Warranties. The Company hereby
represents and warrants to the Banks as follows:
(a) Representation and Warranties in the Credit Agreement. The
representations and warranties of Company contained in the Credit
Agreement were true and correct in all material respects as of the
date when made and continue to be true and correct in all material
respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by
the Credit Agreement and the other Credit Documents and changes
occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse to the Company, or to the extent
that such representations and warranties relate expressly to an
earlier date.
(b) Ratification, Etc. Except as expressly amended or waived
hereby, the Credit Agreement, the other Credit Documents and all
documents, instruments and agreements related thereto, are hereby
ratified and confirmed in all respects and shall continue in full
force and effect. The Credit Agreement, together with this Amendment,
shall be read and construed as a single agreement. All references in
the Credit Documents to the Credit Agreement or any other Credit
Document shall hereafter refer to the Credit Agreement or any other
Credit Document as amended hereby.
(c) Authority, Etc. The execution and delivery by the Company of
this Amendment and the performance by the Company of all of its
agreements and obligations under the Credit Agreement and the other
Credit Documents as amended hereby are within the corporate authority
of the Company and have been duly authorized by all necessary
corporate action on the part of the Company.
(d) Enforceability of Obligations. This Amendment and the Credit
Agreement and the other Credit Documents as amended hereby constitute
the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the
enforcement of, creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any
proceeding therefor may be brought.
(e) No Default. No Default or Event of Default has occurred and
is continuing. ss.5. No Other Amendments. Except as expressly
provided in this Amendment, all of the terms and conditions of the
Credit Agreement and the other Credit Documents remain in full force
and effect. Nothing contained in this Amendment shall in any way
prejudice, impair or effect any rights or remedies of any Bank or the
Company under the Credit Agreement or the other Credit Documents.
Section 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts, each of which shall be deemed an original, but
which together shall constitute one instrument.
Section 7. Expenses. Pursuant to Section 10.1 of the Credit
Agreement, all costs and expenses incurred or sustained by the
Co-Administrative Agents in connection with this Amendment, including the fees
and disbursements of legal counsel for the Co-Administrative Agents in
producing, reproducing and negotiating the Amendment, will be for the account
of the Company whether or not this Amendment is consummated.
Section 8. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT UNDER THE LAWS OF THE STATE OF CONNECTICUT AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
CONNECTICUT (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The
captions in this Amendment are for convenience of reference only and shall not
define or limit the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as a sealed instrument as of the date first above written.
KAMAN CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A.,
as a Co-Administrative Agent and the
Administrator
By:/s/ David S. Mecham
---------------------
Name: David S. Mecham
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Co-Administrative Agent
By: /s/ Todd S. Meller
---------------------
Name: Todd S. Meller
Title: Managing Director
BANK ONE N.A. (Main Office Chicago),
as Documentation Agent
By: ______________________
Name:
Title:
BANK OF AMERICA, N.A.,
as a Bank and as an Issuer
By: /s/ David S. Mecham
---------------------
Name: David S. Mecham
Title: Vice President
BANK OF NOVA SCOTIA,
as a Bank and as an Issuer
By: /s/ Todd S. Meller
---------------------
Name: Todd S. Meller
Title: Managing Director
WEBSTER BANK, NATIONAL ASSOCIATION
By: /s/ Peter S. Samson
---------------------
Name: Peter S. Samson
Title: Vice President
JPMORGAN CHASE BANK
By: /s/ Peter N. Killea
---------------------
Name: Peter N. Killea
Title: Vice President
LEBANESE NATIONAL ASSOCIATION
By: /s/ Suzannah Harris
---------------------
Name: Suzannah Harris
Title: Vice President
CONSENT OF GUARANTORS
Each of the undersigned hereby acknowledges and consents to Amendment
No. 4 to Revolving Credit Agreement, dated as of July 26, 2005, and agrees
that each of the Subsidiary Guarantees, dated as of November 13, 2000,
executed by such Person in favor of each of the Bank Parties (as defined
therein), and all of the other Credit Documents to which such Person is a
party remain in full force and effect, and such Person confirms and ratifies
all of its obligations thereunder.
KAMAN AEROSPACE GROUP, INC.
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN INDUSTRIAL TECHNOLOGIES
CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN MUSIC CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN AEROSPACE CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN AEROSPACE INTERNATIONAL
CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMATICS CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN X CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KMI EUROPE, INC.
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
K-MAX CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN PLASTICFAB GROUP, INC.
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
PLASTIC FABICATING COMPANY, INC.
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
KAMAN DAYRON, INC.
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Vice President and Treasurer
Exhibit 99.1
Kaman Corporation
Bloomfield, CT 06002
(860) 243-7100 NEWS
- -----------------------------------------------------------------------------
[KAMAN GRAPHIC OMITTED]
KAMAN CORPORATION ANNOUNCES
SUBSTITUTE RECAPITALIZATION PROPOSAL
BLOOMFIELD, CONNECTICUT, (July 28, 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 the corporation's board of directors has approved
a "substitute recapitalization proposal", as permitted under the
recapitalization agreement.
As previously reported, on June 28, 2005 the Company received a letter from
Kaman family representatives indicating that the family intended to terminate
the recapitalization agreement in order to complete what they represented as a
"qualifying alternative transaction" contemplating a purchase of all of the
667,814 outstanding shares of the Company's Class B common stock for $55.00
per share in cash. As permitted under the recapitalization agreement, the
corporation's Board of Directors submitted questions to arbitration as to
whether or not the proposed alternative transaction constituted a "qualifying
alternative transaction" under the recapitalization agreement. On July 22,
2005, the arbiter confirmed that the alternative transaction was a "qualifying
alternative transaction". Under the recapitalization agreement, the Company
had a period of five business days within which to approve a "substitute
recapitalization proposal" with a minimum value per Class B common share of at
least the value per share of the "qualifying alternative transaction" plus
$.65, with both all stock and part stock/part cash alternatives and subject to
customary closing conditions, including the vote of more shares of Class A
common stock in favor than against the recapitalization and the vote of more
shares of Class B common stock in favor than against the recapitalization,
each such class voting separately. The Kaman family agreed to support any
"substitute recapitalization proposal" approved by the Board of Directors.
The board has approved a "substitute recapitalization proposal" with the
equivalent value of $55.65 per share that increases the number of voting
common shares into which each share of Class B common stock would be
converted. 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. Accordingly, the "substitute recapitalization proposal" has an
exchange ratio of 3.58 voting common shares for each share of Class B common
stock and a part stock/part cash alternative under which holders would have
the right to elect instead to receive for each of their shares of Class B
common stock 1.84 voting common shares and $27.10 in cash. The Kaman family
has agreed to make the part stock/part cash election in an amount directed by
the Company so as to avoid application of the higher voting requirement of
Section 33-841 of the Connecticut Business Corporation Act. In that regard,
the company has advised the Kaman family that the minimum part stock/part cash
election for them collectively is 516,735 shares, which means that the Kaman
family is free to make either election for their remaining 34,976 shares.
Page 2 of 3
Kaman Corporation
July 28, 2005
"After appropriate deliberation, the board came to the conclusion that the
recapitalization proposal continues to be in the best interest of all
shareholders. Shareholders will now have the opportunity to approve the
recapitalization proposal in order to eliminate the existing dual class
structure and provide all shareholders with voting control proportionate to
their economic interest in the company," stated Paul R. Kuhn, Kaman's
chairman, president and chief executive officer. Kuhn added, "The Company has
continued to achieve progress, and as a result the dividend was increased in
June, as previously announced. By approving a one-share one-vote capital
structure, I believe shareholders would be setting the stage for the financial
markets to properly value the Company going forward."
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;
Page 3 of 3
Kaman Corporation
July 28, 2005
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.
The Corporation 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