Rule 424(b)(3)
File No. 2-53886
CURTISS-WRIGHT CORPORATION
PROSPECTUS SUPPLEMENT
April 20, 1994
The following information adds to or modifies information previously
contained in the prospectus dated April 17, 1980 covering shares of Common
Stock issued under the Corporation's Qualified Stock Option Plan offered for
the benefit of "Selling Shareholders."
1.OUTSIDE COVER PAGE: 1,370 shares of Common Stock (Par value $1.00 per share)
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, proxy statements and
other information 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 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.
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. Unless otherwise indicated, the address of each Selling
Shareholder is 1200 Wall Street West, Lyndhurst, NJ 07071 and the relationship
is with the Corporation. None of the Selling Shareholders owns in excess of
one percent (1%) of the outstanding Common Stock of the Corporation.
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Shares to be
Shares Owned Owned After
Name, Address and Prior to Shares Completion
Relationship Offering Offered of Offering
- ---------------------------- -------------- --------- --------------
David Lasky, President 23,641 370 23,271
since May 1993; formerly
Senior Vice President,
General Counsel and
Secretary
Gerald Nachman, Executive 15,726 1,000 14,726
Vice President; President
Metal Improvement
Company, Inc.
10 Forest Avenue
Paramus, NJ 07652
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 of 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.
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5.LEGAL OPINION
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.
