Rule 424(b)(3)
File Nos. 2-64427 & 33-28576
CURTISS-WRIGHT CORPORATION
PROSPECTUS SUPPLEMENT
APRIL 20, 1994
The following information adds to or modifies information previously
contained in (1) the prospectus dated April 17, 1980 covering shares of Common
Stock issued under the Corporation's Restricted Stock Purchase Plan and 1979
Restricted Stock Purchase Plan (File No. 2-64427) and (2) the prospectus dated
May 24, 1989 covering shares issued under the Corporation's 1989 Restricted
Stock Purchase Plan (File No. 33-28576) offered for the benefit of "Selling
Shareholders."
1.OUTSIDE COVER PAGE: 52,198 shares of Common Stock (par value $1.00 per share)
This prospectus covers the offer of shares of Common Stock of
Curtiss-Wright Corporation (the "Corporation") issued under (1) the
Corporation's Restricted Stock Purchase Plan in 1969, 1975, 1976, 1977 and
1978, (2) under the Corporation's 1979 Restricted Stock Purchase Plan in 1979,
1980, 1981, 1982, 1983, 1984, 1985, 1986, 1987 and 1988 and (3) the
Corporation's 1989 Restricted Stock Purchase Plan in 1989, 1990 and 1991
(subject to lapsing on August 21, 1994 as to shares issued in 1991 of
contractual restrictions on the right of transfer of said shares), and not
repurchased by the Corporation. Each of the persons named herein under the
heading "Selling Shareholders" will sell such shares on national securities
exchanges or in the over-the-counter market at the prices prevailing at the
time of such sales, and the commissions payable will be regular commissions of
brokers for effecting such sales. The net proceeds to the Selling Shareholders
will be the proceeds received by them upon such sales less such brokerage
commissions. The Corporation will not receive any of the proceeds from the
sale of these shares.
2.INSIDE COVER PAGE: Statement of Available Information
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
periodic reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Such reports can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, DC 20549 and at the following
regional offices of the Commission: the New York Regional Office, 7 World
Trade Center, New York, NY 10007 and the Chicago Regional Office, Everett
McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington) DC 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, NY 10005.
The Corporation hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
herein which may have been or may be incorporated in this Prospectus by
reference, other than certain exhibits to such documents. Requests for such
copies should be directed to Dana M. Taylor, Jr., Secretary, Curtiss-Wright
Corporation, 1200 Wall Street West, Lyndhurst, NJ 07071;
Telephone: (201) 460-8108.
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3.SELLING SHAREHOLDERS
Set forth below is a list of Selling Shareholders, their addresses,
relationship with the Corporation or its affiliates during the past three
years, number of shares of Common Stock, par value $1.00 per share, of the
Corporation beneficially owned by them, the amount of shares to be offered for
their accounts hereunder and shares to be owned by them after completion of
this offering. None of the Selling Shareholders owns in excess of one percent
(1%) of the outstanding Common Stock of the Corporation. Unless otherwise
indicated, the address of each Selling Shareholder is 1200 Wall Street West,
Lyndhurst, NJ 07071 and the relationship is with the Corporation.
Shares to be
Shares Owned Owned After
Name, Address and Prior to Shares Completion
Relationship Offering Offered of Offering
- ---------------------- ------------ ------- ------------
Shirley D. Brinsfield, 28,875 16,875 12,000
Chairman
David Lasky, 23,641 16,871 6,770
President
Robert E. Mutch 3,250 3,250 0
Exec. Vice President;
President Curtiss-Wright
Flight Systems, Inc. and
Curtiss-Wright Flight
Systems/Shelby, Inc.
300 Fairfield Road
Fairfield, NJ 07006
Gerald Nachman 15,726 11,426 4,300
Exec. Vice President;
President, Metal
Improvement Company, Inc.
10 Forest Avenue
Paramus, NJ 07652
Dana M. Taylor, Jr. 1,950 650 1,300
Secretary; General Counsel
(From May 1993);
Assistant General Counsel
(July 1992 to May 1993);
Senior Attorney
(February 1979-July 1992)
George J. Yohrling 3,126 3,126 0
Vice President; Sr.
Vice President/General
Manager,
Curtiss-Wright Flight
Systems, Inc. and
Curtiss-Wright Flight
Systems/Shelby, Inc.
201 Old Boiling Springs Rd.
Shelby, NC 28152
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4.INDEMNIFICATION
The General Corporation Law of the State of Delaware (the "GCL") permits
indemnification of directors and officers, employees and others against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation -- a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of conduct is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such an action.
The Corporation's Certificate of Incorporation provides that each person
who was or is a party or is threatened to be made a party to any claim, action,
suit or proceeding, whether civil, criminal, administrative, investigative or
other, by reason of the fact that such person, or a person of whom such person
is a legal representative, is or was a director, officer, or employee of the
Corporation, or is or was serving in the course or such employment, or at the
request of the Corporation, as a director, officer, employee or representative
of another entity, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the GCL, as it presently exists or may
hereafter be amended, against all expense, liability or loss (including
attorney's fees, judgments, fines, excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred by such person in connection
therewith.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to directors, officers or persons
controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.
5.LEGAL OPIOION
The legality of the shares offered hereby has been passed on by Stephen R.
Bosin,Esq. Mr. Bosin is an attorney in the Law Department of Curtiss-Wright
Corporation, 1200 Wall Street West, Lyndhurst, NJ 07071. Mr. Bosin is the
owner of 400 shares of Common Stock of the Corporation.
Requests for information relating to this prospectus should be directed to
Dana M. Taylor, Jr., Secretary, Curtiss-Wright Corporation, 1200 Wall Street
West, Lyndhurst, NJ 07071; Telephone: (201) 460-8108.
