SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 14, 1994
CURTISS-WRIGHT CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-134 13-0612970
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or File Number) Identification Number)
Organization)
Suite 501
1200 Wall Street West
Lyndhurst, New Jersey 07071
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code (201) 896-8400
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Item 5. Other Events.
On January 14, 1994 Registrant announced that its wholly-owned
subsidiary, Target Rock Corporation, had agreed to pay $17,500,000 to
settle litigation brought by the U.S. Government and that Registrant
expected to report a loss for the fourth quarter and for the full year
of 1993. See Item 7.
Item 7. Financial Statements and Exhibits.
Curtiss-Wright press release dated January 14, 1994.
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.
CURTISS-WRIGHT CORPORATION
Date: January 18, 1994 By Robert A. Bosi
Robert A. Bosi
Title: Vice-President, Finance
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CURTISS-WRIGHT CORPORATION
1200 Wall Street West
Lyndhurst, New Jersey 07071
NEWS RELEASE
===============
Robert A. Bosi
(201) 896-8439
CURTISS-WRIGHT AND U. S. GOVERNMENT
REACH ACCORD IN DEFENSE SUIT
LYNDHURST, N. J. - January 14, 1994 -- Curtiss-Wright Corporation
announced today that its wholly-owned subsidiary, Target Rock
Corporation, has agreed to pay $17,500,000 to settle litigation brought
by the U. S. Government. The suit, which has been pending in the U. S.
District Court for the Eastern District of New York since 1990, asserted
claims under the False Claims Act and at common law in connection with
embezzlements from Target Rock by certain former employees and alleged
mischarging of labor hours to Government subcontracts by those former
employees.
Curtiss-Wright stated that it estimated that the settlement would
reduce consolidated net earnings for the fourth quarter and the full
year of 1993 by about $8,400,000 or $1.67 per share and that it
expected to report a loss for those periods. Final audited figures will
not be available until mid-February. For the first nine months of 1993,
unaudited net earnings were $8,141,000 or $1.61 per share.
The cost of the settlement from a cash standpoint, net of taxes,
would be about $5,700,000, primarily because the sum to be paid to the
Government would be offset by approximately $8,000,000 of Target Rock
receivables the payment of which has been withheld by a customer at the
direction of the Government on account of the pending litigation. The
receivables have been carried on Curtiss-Wright's consolidated balance
sheet as "other assets." The settlement is contingent upon the
disbursement of these receivables by the customer to the Government as
part of the settlement payment, as well as upon an exchange of releases.
This matter involves events occurring seven or more years ago and
is unrelated to the current business and activities of Target Rock. It
was deemed desirable to enter into the settlement to end distraction
from the current business and the substantial investment of Target Rock
management time and attention required by the lawsuit and to avoid the
significant legal and other expense which would be involved in the
continued defense of the litigation through trial. The settlement
agreement provides that it is not to be deemed an admission by Target
Rock of liability.
The complaint in the litigation had sought almost $22,000,000 in
single damages and about $92,000,000 in multiple damages and penalties
under the False Claims Act, for a total claim of approximately
$114,000,000, as well as pre-judgment interest, costs and attorneys
fees. Of the $22,000,000 in single damages claimed, about $3,000,000
related to the alleged embezzlements and $19,000,000 to the assertions
of labor mischarging. As the result of a court decision in June of
1992, approximately $63,000,000 of the multiple damages and penalties
sought by the Government were eliminated from the case, thus reducing
the total claims to about $51,000,000, according to Target Rock's
calculations based on information obtained in discovery.
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The Government's claims are the result of an investigation
initiated by Curtiss-Wright in 1987 which led to the termination of
employment of a number of senior officials of Target Rock and other
prompt corrective actions, including the installation of new management.
The Corporation cooperated fully in the ensuing criminal investigation,
which culminated in the indictment and criminal pleas of former
employees and suppliers. Target Rock was not charged in the criminal
matter. Target Rock was the victim of the embezzlements and it
recovered $3,000,000 under a blanket crime insurance policy. However,
the embezzlements also had an indirect effect on the Government as an
ultimate customer of Target Rock. Any labor mischarging alleged by the
Government would have been the result of unauthorized activities of
former employees which were believed to be related to the embezzlements
from Target Rock.
Target Rock, which is located in East Farmingdale, New York,
produces valves for use in U. S. Navy nuclear propulsion systems,
nuclear and fossil fuel power plants and for industrial applications.
Curtiss-Wright Corporation and its subsidiaries constitute a
diversified multi-national manufacturing group which produces and
markets precision components and systems and provides highly engineered
services to Aerospace, Industrial, and Flow Control and Marine markets.
The Corporation is headquartered in Lyndhurst, New Jersey. The
group employs approximately 1,500 people. Operations are conducted
principally by four wholly-owned subsidiaries: Curtiss-Wright Flight
Systems, Inc., Curtiss-Wright Flight Systems/Shelby, Inc., Metal
Improvement Company, Inc. and Target Rock Corporation; and one division,
the Buffalo Extrusion Facility. The group's principal operations
include four domestic manufacturing facilities and thirty-three Metal
Improvement service facilities located in North America and Europe.
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