BLOOMFIELD, Conn., Nov. 3 /PRNewswire-FirstCall/ -- Kaman Corporation
(Nasdaq: KAMNA) announced that it has completed its recapitalization by today
filing an amended and restated certificate of incorporation with the Secretary
of State of the State of Connecticut. Pursuant to the recapitalization, each
share of Class A common stock has become one share of common stock, par value
$1.00, entitled to one vote per share, and each share of Class B common stock
has been reclassified and converted into 3.58 shares of common stock or,
alternatively, at the election of the holders of the shares, 1.84 shares of
common stock and an amount in cash equal to $27.10.
Beginning on November 4, 2005, shares of the company's common stock will
trade on The NASDAQ National Market under the symbol "KAMN." Giving effect to
the recapitalization, there are approximately 23.9 million shares of common
stock outstanding.
By early next week, Mellon Investor Services, the Company's election
agent, will commence the process of distributing new share certificates and
any required cash payments to those holders of the Class B common stock who
made elections and distributing information to other shareholders as to how
they may obtain new share certificates and, in the case of Class B common
shareholders, any required cash payments.
Paul R. Kuhn, chairman, president and CEO said, "Completion of our
recapitalization represents one of the most significant developments in the
history of this company, and the benefits are expected to be well worth the
years of effort that went into making it possible. With each of our
previously non-voting Class A common shareholders, and all future shareholders
now having the advantage of Kaman's new one-share one-vote capital structure,
we believe there will be a greater opportunity for Kaman shares to reflect the
underlying value of the company's assets and businesses. Along with this, we
believe that the company will ultimately have enhanced access to capital to
pursue the good opportunities we are seeing before us in each of our
segments."
Further detail on the 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 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) risks associated with the course of litigation; 18)
changes in laws and regulations, taxes, interest rates, inflation rates,
general business conditions and other factors; 19) the effects of currency
exchange rates and foreign competition on future operations; and 20) 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.
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, Kaman Corporation, +1-860-243-6307, or
rhj-corp@kaman.com
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