BLOOMFIELD, Conn., Oct. 11 /PRNewswire-FirstCall/ -- Kaman Corporation
(Nasdaq: KAMNA) announced today that its proposed recapitalization has been
approved by holders of its Class A and Class B common stock, each voting
separately as a class. The Company also announced that holders of its Class B
common stock have approved an amendment to the Company's certificate of
incorporation that is intended to enhance the ability of the board of
directors to take actions in the longer term interests of the Company and its
shareholders.
As previously announced, on September 19, 2005, Mason Capital, Ltd.
brought a lawsuit in federal district court in Hartford, Connecticut against
the Company and members of the Kaman family seeking, among other relief, to
enjoin the proposed recapitalization unless and until the proposed
recapitalization is approved by two "super-majority votes," one vote of 80% of
the holders of the Company's Class B common stock, and a second, separate vote
of two-thirds of the disinterested holders of the Company's Class B common
stock. A hearing on the issues was held on October 7, 2005 and further
submissions to the Court are due by Monday, October 17, 2005.
The Company has agreed to wait to close the recapitalization until the
Court issues a decision in the matter and the other certificate of
incorporation amendment proposal will not be implemented unless and until the
recapitalization is effected.
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, the proxy
statement, which was filed on September 2, 2005 and mailed to shareholders
shortly thereafter and the prospectus supplement, which was filed on September
30, 2005 and mailed to shareholders shortly thereafter.
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 20,000
products for amateurs and professionals, with principal facilities in Arizona,
Connecticut, California, New Jersey and Tennessee.
Forward-Looking Statements
This press release may contain forward-looking information relating to the
company's business and prospects, including the aerospace, 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 company 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 company, 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 company's leased facility in Bloomfield, Conn.; 10) profitable
integration of acquired businesses into the company '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) whether the proposed recapitalization is completed;
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 the company 's annual, quarterly and current
reports, and proxy statements. Any forward-looking information provided in
this press release should be considered with these factors in mind. The
company assumes no obligation to update any forward-looking statements
contained in this press release.
On August 18, 2005, Kaman filed with the Securities and Exchange
Commission a Registration Statement on Form S-4, which has since been declared
effective by the Securities and Exchange Commission. The Registration
Statement on Form S-4 contains a proxy statement/prospectus which describes
the proposed recapitalization. STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Such
proxy statement/prospectus and other relevant documents may 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 is available in Kaman's proxy statement/prospectus.
Contact: Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
http://www.kaman.com
SOURCE Kaman Corporation
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Related links:
http://www.kaman.com
Company News On-Call:
http://www.prnewswire.com/comp/480450.html
CONTACT:
Russell H. Jones, SVP, Chief Investment
Officer & Treasurer of Kaman, +1-860-243-6307, rhj-corp@kaman.com
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