Kaman (NASDAQ:KAMNA)
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Kaman Corporation Announces Further Development Concerning
Proposed Recapitalization
BLOOMFIELD, Conn., July 22 /PRNewswire-FirstCall/ -- 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.
http://www.kaman.com/
DATASOURCE: Kaman Corporation
CONTACT: Russell H. Jones, SVP, Chief Investment Officer & Treasurer of
Kaman Corporation, +1-860-243-6307 or
Web site: http://www.kaman.com/
Company News On-Call: http://www.prnewswire.com/comp/480450.html