CURTISS WRIGHT CORP
10-Q, 1997-05-15
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                       SECURITIES and EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                          Commission File Number 1-134

                           CURTISS-WRIGHT CORPORATION
             (Exact name of Registrant as specified in its charter)

               Delaware                                      13-0612970
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

          1200 Wall Street West
          Lyndhurst, New Jersey                                07071
(Address of principal executive offices)                     (Zip Code)

                                 (201) 896-8400

              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

Yes       X                No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, par value $1.00 per share:  5,085,420 shares (as of April 30,
1997)

                                  Page 1 of 16


<PAGE>



                   CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                    PAGE

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements:

         Consolidated Balance Sheets                                  3

         Consolidated Statements of Earnings                          4

         Consolidated Statements of Cash Flows                        5

         Consolidated Statements of Stockholders' Equity              6

         Notes to Consolidated Financial Statements                 7 - 9

Item 2 - Management's Discussion and Analysis of Financial
          Condition and Results of Operations                      10 - 12

Forward-Looking Statements                                            13       

PART II - OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders          14

Item 6 - Exhibits and Reports on Form 8-K                             15

                                       -2-

<PAGE>



                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                 (In thousands)

                                             March 31,           December 31,
                                               1997                  1996

Assets:

  Cash and cash equivalents                $    6,142             $    6,317
  Short-term investments                       49,002                 55,674
  Receivables, net                             43,922                 37,708
  Deferred tax asset                            9,153                  8,769
  Inventories                                  48,932                 46,987
  Other current assets                          2,392                  2,378
                                             ---------              ---------
        Total current assets                  159,543                157,833
                                             ---------              ---------
  Property, plant and equipment, at cost      214,550                210,230
 Less, accumulated depreciation               147,995                146,268
                                             ---------              ---------
      Property, plant and equipment, net       66,555                 63,962
  Prepaid pension costs                        35,891                 35,016
  Other assets                                 10,261                 10,353
                                            ---------             ----------
        Total assets                         $272,250               $267,164
                                             ========               ========

Liabilities:

  Accounts payable and accrued expenses      $ 23,982               $ 25,206
  Dividends payable                             1,270
  Income taxes payable                          5,029                  3,189
  Other current liabilities                    15,029                 14,021
                                           ----------             ----------
      Total current liabilities                45,310                 42,416
                                            ---------             ----------
  Long-term debt                               10,347                 10,347
  Deferred income taxes                         9,031                  8,686
  Accrued postretirement benefit costs         10,302                 10,302
  Other liabilities                            11,767                 12,050
                                            ----------             ----------
      Total liabilities                        86,757                 83,801
                                            ----------             ----------
Stockholders' equity:
  Common stock, $1 par value                   10,000                 10,000
  Capital surplus                              57,071                 57,127
  Retained earnings                           303,425                299,740
  Unearned portion of restricted stock           (545)                  (608)
  Equity adjustments from foreign currency
      translation                              (3,240)                (1,506)
                                             ---------             ----------
                                              366,711                364,753
        Less, cost of treasury stock          181,218                181,390
                                             ---------              ---------
    Total stockholders' equity                185,493                183,363
                                             ---------              ---------
    Total liabilities and 
      stockholders' equity                   $272,250               $267,164
                                             ========               ========

                 See notes to consolidated financial statements.

                                       -3-


<PAGE>




                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
                       CONSOLIDATED STATEMENTS of EARNINGS
                                   (UNAUDITED)
                      (In thousands except per share data)

                                                    Three Months Ended
                                                        March 31,
                                                 1997                1996(1)
                                                 ----                ----   

Net sales                                     $53,148                $36,316
Cost of sales                                  36,504                 24,073
                                             --------               --------

Gross margin                                   16,644                 12,243
Research and development costs                    598                    169
Selling expense                                 1,456                  1,618
General and Administrative                      8,360                  5,927
                                             ---------              ---------

Operating income                                6,230                  4,529

Investment income, net                            638                    428
Rental income, net                                940                    447
Other income (expense), net                      (107)                  (264)
Interest expense                                   73                     97
                                           -----------            -----------

Earnings before tax                             7,628                  5,043
Provision for tax                               2,673                  1,728
                                             ---------              ---------

Net earnings                                 $  4,955               $  3,315
                                             ========               ========

Weighted average shares outstanding             5,085                  5,078
                                                =====                  =====

Earnings per common share                       $0.97                  $0.65
                                                =====                  =====

Dividends per common share                      $0.25                  $0.25
                                                =====                  =====




(1) Prior year information has been restated to conform to current presentation.

                 See notes to consolidated financial statements.

                                       -4-


<PAGE>



                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
                      CONSOLIDATED STATEMENTS of CASH FLOWS
                                   (UNAUDITED)
                                 (In thousands)

                                                        Three Months Ended
                                                             March 31

                                                     1997             1996
                                                     ----             ----
Cash flows from operating activities:

Net earnings                                      $  4,955         $  3,315
                                                  --------         --------
Adjustments to reconcile net earnings to net
  cash provided by operating activities:

  Depreciation and amortization                      2,455            2,206
  Net gains on short-term investments                 (211)            (227)
  (Increase) decrease in deferred taxes                (39)             192
  Changes in operating assets and liabilities:
    Proceeds from sales of trading securities       67,641           77,392
    Purchases of trading securities                (60,425)         (77,797)
    Increase in receivables                         (4,718)            (764)
    Increase in inventory                             (809)          (3,237)
    Decrease in progress payments                   (2,632)          (1,463)
    Increase (decease) in accounts payable
     and accrued expenses                           (1,224)             156
    Increase in income taxes payable                 1,840            1,388
  Increase in other assets                            (797)            (907)
  Increase (decrease) in other liabilities             392           (1,047)
  Other, net                                        (1,467)              17
                                                  ---------          -------
  Total adjustments                                      6           (4,091)
                                                  ---------          -------

  Net cash provided (used) by operating
   activities                                        4,961             (776)
                                                  ---------          --------

Cash flows from investing activities:

  Proceeds from sales of real estate and equipment       6               75
  Additions to property, plant and equipment        (5,142)          (2,266)
                                                  ---------         --------

  Net cash used by investing activities             (5,136)          (2,191)
                                                  ---------         --------
Cash flows from financing activities:

  Principal payments on long-term debt                   -                -
                                                  ----------        --------

  Net cash used by financing activities                  -                -
                                                  ----------        --------

Net increase (decrease) in cash and cash
 equivalents                                           (175)         (2,967)
Cash and cash equivalents at beginning of period      6,317           8,865
                                                   ---------        --------

Cash and cash equivalents at end of period         $  6,142         $ 5,898
                                                   ========         ========

                 See notes to consolidated financial statements.

                                      -5-


<PAGE>
<TABLE>


                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
                 CONSOLIDATED STATEMENTS of STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                 (In thousands)
<CAPTION>



                                                                              Equity
                                                                              Unearned         Adjustments
                                                                              Portion of       from Foreign
                                     Common      Capital       Retained       Restricted       Currency          Treasury
                                     Stock       Surplus       Earnings       Stock Awards     Translation       Stock
<S>                                 <C>          <C>           <C>            <C>             <C>                <C>

December 31, 1995                   $10,000      $57,141       $288,710       $(780)         $(1,330)            $181,562

Net earnings                                                     16,109
Common dividends                                                 (5,079)
Stock awards issued                                   10                        (93)                                 (83)
Stock options exercised                              (24)                                                            (89)
Amortization of earnings portion
of restricted stock                                                             265
Translation adjustments, net                                                                   (176)
                                    -------       ------        -------      ------          -------            -------
December 31, 1996                    10,000       57,127        299,740       (608)          (1,506)             181,390

Net earnings                                                      4,955
Common dividends                                                 (1,270)
Stock options exercised                              (56)                                                           (172)
Amortization of earned portion
 of restricted stock                                                            63
Translation adjustment, net                                                                   (1,736)
                                     -------      -------      --------      ------          -------           ---------
March 31, 1997                       $10,000      $57,071      $303,425      $(545)          $(3,240)           $181,218
                                     =======      =======      ========      ======          ========          =========




                 See notes to consolidated financial statements.
</TABLE>


                                       -6-


<PAGE>


                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS of PRESENTATION

         Curtiss-Wright Corporation (the "Corporation") is a diversified
         multi-national manufacturing and service concern that designs,
         manufactures and overhauls precision components and systems and
         provides highly engineered services to the aerospace, automotive,
         shipbuilding, oil, petrochemical, agricultural equipment, power
         generation, metal working and fire & rescue industries. Operations are
         conducted principally by three wholly-owned subsidiaries:
         Curtiss-Wright Flight Systems, Inc., Metal Improvement Company, Inc.
         and Curtiss-Wright Flow Control Corporation. The group's principal
         operations include three domestic manufacturing facilities,
         thirty-three Metal Improvement service facilities located in North
         America and Europe, and two component overhaul facilities located in
         Florida and Denmark.

         The information furnished in this report has been prepared in
         conformity with generally accepted accounting principles and as such
         reflects all adjustments, consisting primarily of normal recurring
         accruals, which are, in the opinion of management, necessary for a fair
         statement of the results for the interim periods presented. The
         unaudited consolidated financial statements should be read in
         conjunction with the consolidated financial statements and notes
         thereto included in the Corporation's 1996 Annual Report on Form 10-K.
         The results of operations for these interim periods are not necessarily
         indicative of the operating results for a full year.

2.       RECEIVABLES

         Receivables, at March 31, 1997 and December 31, 1996, include amounts
         billed to customers and unbilled charges on long-term contracts
         consisting of amounts recognized as sales but not billed at the dates
         presented. Substantially all amounts of unbilled receivables are
         expected to be billed and collected within a year. The composition of
         receivables for those periods is as follows:

                                                        (In thousands)
                                                 March 31,        December 31,
                                                    1997                1996
                                                 -----------     -----------

         Accounts receivable, billed             $43,990             $37,253
             Less: progress payments applied       5,798               5,701
                                                 --------           ---------
                                                  38,192              31,552
                                                 --------            --------
         Unbilled charges on long-term
            contracts                             17,408              19,761
              Less: progress payments applied     10,455              12,048
                                                --------            --------
                                                   6,953               7,713
                                                 --------           ---------
         Allowance for doubtful accounts          (1,223)             (1,557)
                                                 --------           ---------
         Receivables, net                         $43,922             $37,708
                                                  =======             =======

                                       -7-


<PAGE>


                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
              NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (UNAUDITED)

3. INVENTORIES

         Inventories are valued at the lower of cost (principally average cost)
         or market. The composition of inventories at March 31, 1997 and
         December 31, 1996 is as follows:

                                                      (In thousands)
                                               March 31,        December 31,
                                                 1997             1996
                                               ------------     -----------

         Raw materials                         $  4,437          $  4,653
         Work-in-process                         24,968            25,128
         Finished goods                          17,800            15,817
         Inventoried costs related to U.S.
            Government and other long-term
             contracts                            5,509             6,307
                                              ---------          ---------
         Total inventories                       52,714            51,905
            Less: progress payments applied,
             principally related to long-term
             contracts                            3,782             4,918
                                               ---------         ---------
         Net inventories                        $48,932           $46,987
                                               =========         =========

4.       ENVIRONMENTAL MATTERS

         The Corporation establishes a reserve for a potential environmental
         responsibility when it concludes that a determination of legal
         liability is probable, based upon the advice of counsel. Such amounts,
         if quantified, reflect the Corporation's estimate of the amount of that
         liability. If only a range of potential liability can be estimated, a
         reserve will be established at the low end of that range. Such reserves
         represent today's values of anticipated remediation not recognizing any
         recovery from insurance carriers, or third-party legal actions, and are
         not discounted.

         The Corporation is joined with many other corporations and
         municipalities as potentially responsible parties (PRPs) in a number of
         environmental cleanup sites, which include the Sharkey Landfill
         Superfund Site, Parsippany, N. J., Caldwell Trucking Company Superfund
         Site, Fairfield, N. J., and Pfohl Brothers Landfill Site, Cheektowaga,
         N. Y., identified to date as the most significant sites. Other
         environmental sites in which the Corporation is involved include but
         are not limited to Chemsol, Inc. Superfund Site, Piscataway, N. J., and
         PJP Landfill, Jersey City, N. J. 

                                       -8-


<PAGE>


                   CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
              NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                   (UNAUDITED)

         The Corporation believes that the outcome of any of these matters would
         not have a material adverse effect on the Corporation's results of
         operations or financial condition.

5.       EARNINGS PER SHARE

         Earnings per share were computed by dividing the applicable amount of
         earnings by the weighted average number of common shares outstanding
         during each period shown in the accompanying Consolidated Statements of
         Earnings. The assumed exercise of outstanding stock options had an
         immaterial dilutive effect on earnings per share in each respective
         period.

6.       RECENTLY ISSUED ACCOUNTING STANDARDS

         In February 1997, the Financial Accounting Standards Board issued
         Statement No. 128, "Earnings per Share" ("SFAS No. 128"). This
         statement simplifies the standards for computing earnings per share
         ("EPS"), making them comparable to international EPS standards and
         amends certain disclosure requirements regarding EPS. The Corporation
         plans to adopt this statement for interim and annual periods ending
         after December 15, 1997 which is the statement's effective date. The
         statement is not expected to have a material impact on the Corporation.

                                      -9-


<PAGE>


                                 PART I - ITEM 2

                   CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

     Curtiss-Wright  Corporation  posted  a  46%  increase  in  sales  and a 49%
increase in net earnings  for the first  quarter of 1997,  as compared  with the
same period of 1996. The increases primarily reflect improved performance by the
business  segments  during  the  first  quarter  of  1997,  particularly  in the
Aerospace & Marine businesses.  Operating income from the Corporation's business
segments totaled $7.4 million for the first quarter of 1997, a 38% increase over
the $5.4 million earned in the first quarter of 1996.

     Overall, net earnings for the Corporation totaled $5.0 million, or $.97 per
share,  for the first quarter of 1997, as compared with $3.3 million or $.65 per
share,  for the first  quarter  of 1996.  Sales for the 1997  period  were $53.1
million,  compared  with $36.3  million for the prior year  quarter.  New orders
received in the first quarter of 1997 totaled $45.6 million, a 20% increase over
orders of $38.2 million for the first quarter of 1996.

SEGMENT PERFORMANCE
     The Corporation's  Aerospace & Marine segment posted sales of $37.1 million
for the first  quarter of 1997, a 75% increase  over sales  reported in the same
1996 period.  Operating income also showed a substantial  improvement,  totaling
$4.1 million for the 1997 period  compared  with $2.1 million for the prior year
first quarter.  Improvements in sales for the 1997 period are largely due to the
contributions  from our Miami,  Florida overhaul and repair facility acquired in
May 1996,  work performed on Boeing  production  contracts  received in 1995 and
1996 and the general  ramp-up of production on mature  programs to meet Boeing's
needs.
        
     Sales of overhaul and repair services  continue to show substantial  growth
from our established  facilities in Shelby,  North Carolina and Karup,  Denmark,
and the addition of the Miami  facility.  Sales of overhaul  services  increased
170% in the first  quarter of 1997 over like sales in the first quarter of 1996.
In the  aggregate,  overhaul  and repair  services  now provide 29% of the total
Aerospace & Marine revenue.  The Corporation shipped a higher level of actuation
production products for the Boeing 737 Classic, 737-700, 747 and 767 aircraft in
the first quarter of 1997, than in the same period of 1996.  Sales to Boeing are
expected to more than double in the next few years as a result of  increases  in
Boeing's production rates. The Corporation's metal- treating operations are also
benefiting  from  increased  production  by both  domestic and foreign  aircraft
manufacturers. Sales of aerospace metal-treating services worldwide improved 22%
on a quarter-to-quarter basis, comparing 1997 with the prior year. The Aerospace
& Marine  segment  also  showed  improvements  in sales  of  military  actuation
products for the F-16 program,  in support of Lockheed Martin's foreign military
sales requirements, as well as increased sales of military valve products.
                                                     
                                      -10-


<PAGE>


                   CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

     Operating  income for the  Aerospace  & Marine  segment  rose  despite  the
continuing  engineering  cost  overruns on  military  development  programs.  As
discussed in previous  reports,  the  Corporation is proceeding with the testing
phase of major military actuation and control development programs for the F-22,
the V-22 Osprey and the F/A-18 E/F aircraft.  During the remainder of 1997,  the
Corporation  expects  to  substantially  complete  the  testing  phase  of these
programs. 

     The Corporation's  Industrial segment posted sales of $16.0 million for the
first  quarter of 1997,  a 6%  increase  over sales for the same period of 1996.
Operating income improved by 3% in the same comparable period.  Increases in the
Industrial  segment's  performance are primarily  reflective of higher levels of
metal-treating  services,  particularly  within  the  construction  and oil tool
industries.  Sales of compressor valve reeds also increased due to a new program
in the refrigeration industry which started in the latter part of 1996. Slightly
offsetting  improvements  in these  product lines were lower sales and operating
income for  commercial  valve  products.  During the first quarter of 1996,  the
Corporation  had  benefited  from sales of valve  products to two  utilities  in
response to their emergency shutdown requirements.

NON-OPERATING REVENUES:
     Administrative  expenses  for the  first  quarters  of 1997 and  1996  were
reduced by accrued income generated from the  Corporation's  overfunded  pension
plan. Net pension income increased slightly,  totaling $.9 million for the first
quarter of 1997,  compared with $.8 million for the first  quarter of 1996.

     The  Corporation  recorded other  non-operating  net revenue  totaling $1.5
million for the first  quarter of 1997,  compared with $.6 million for the first
quarter of 1996.  Net rental  income  improved $.5 million in the 1997 period as
compared to the prior year  quarter  driven by an increase in  occupancy  at the
Corporation's  Wood-Ridge,  New Jersey Business Complex and a non-recurrence  of
high  maintenance  costs  at the  complex  due to the  severe  winter  of  1996.
Investment  income also  increased  in the first  quarter of 1997 over the first
quarter of 1996. The Corporation's  total other revenue also improved because of
the absence in the 1997 quarter of losses recorded on fixed asset  write-offs in
the first quarter of 1996.


CHANGES IN FINANCIAL  CONDITION: 
LIQUIDITY  AND CAPITAL  RESOURCES:

     The  Corporation's  working  capital was $114.2  million at March 31, 1997,
slightly below working capital at December 31, 1996 of $115.4 million. The ratio
of  current  assets to  current  liabilities  was 3.52 to 1 at March  31,  1997,
compared  with a current  ratio of 3.72 to 1 at December  31, 1996.  Cash,  cash
equivalents  and  short-term  investments  totaled $55.1 million in aggregate at
March 31, 1996,  declining from $62.0 million at the prior year end.  Changes in
working capital reflect a substantial increase in accounts receivable

                                      -11-

<PAGE>


                   CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

from customers largely due to a 15% increase in sales for the first quarter
of 1997, as compared with sales for the fourth quarter of 1996.  Gross inventory
also  increased due to a high level of finished  goods  required to maintain our
component overhaul and repair businesses.  Partially  offsetting the increase in
working capital from higher  receivables and inventory levels was an increase in
income taxes  payable at March 31,  1997,  from  December 31, 1996,  and accrued
dividends payable only at the former date.

     The Corporation  continues to maintain its $22.5 million  revolving  credit
lending  facility  and its $22.5  million  short-term  credit  agreement,  which
provide additional  sources of capital to the Corporation.  The revolving credit
agreement,  of which $7.8 million remains unused at March 31, 1997,  encompasses
various  letters of credit  issued  primarily  in  connection  with  outstanding
industrial revenue bonds. There were no cash borrowings during the first quarter
of 1997 and no  outstanding  balances for borrowed  funds under the agreement at
March 31, 1997.

     During the first quarter of 1997,  internally generated funds were adequate
to meet capital expenditures of $5.1 million.  Expenditures  incurred during the
first quarter were  primarily  for machinery and equipment at the  Corporation's
newly expanded Shelby,  North Carolina facility and expenditures  related to the
opening of a metal- treating facility in Belgium. Projected funds from operating
sources and the  Corporation's  short-term  investments  are expected to be more
than adequate to cover the cost of planned  domestic and foreign  metal-treating
expansion in 1997.  Capital  expenditures  of  approximately  $15.2  million are
anticipated  for the balance of the year along with $3.7 million of  anticipated
expenditures   connected  with   environmental   remediation   programs  at  the
Corporation's Wood-Ridge, New Jersey Business Complex.

RECENTLY ISSUED ACCOUNTING STANDARDS
     As  discussed  in  Note 6 to the  Consolidated  Financial  Statements,  the
Corporation plans to adopt SFAS No. 128,  "Earnings per Share",  for interim and
annual periods ending after December 15, 1997 as required by the statement.  The
adoption  of SFAS No.  128 is not  expected  to have a  material  impact  on the
Corporation.
                                    
                                      -12-
<PAGE>


                           FORWARD-LOOKING INFORMATION

     Because forward-looking statements involve risks and uncertainties,  actual
results may differ  materially from those expressed or implied.  Such statements
in this report include those contained in (a) the Environmental  Matters note to
the Consolidated  Financial  Statements,  (b) projections regarding sales in the
Results of Operations portion of the Management Discussion and Analysis ("MD&A")
section  hereof and (c)  information  relating  to future  capital  expenditures
contained  in the Changes in  Financial  Condition  portion of the MD&A  section
hereof.  Important  factors  that  could  cause  the  actual  results  to differ
materially from those in these forward-looking  statements include,  among other
items, (i) a reduction in the current order backlog;  (ii) an economic  downturn
in the airline industry; (iii) unanticipated  environmental remediation expenses
or claims;  (iv)  changes in the need for  additional  machinery  and  equipment
and/or  in the cost  for the  expansion  of the  Corporation's  operations;  (v)
changes in the competitive  marketplace that could affect the company's  revenue
and/or cost basis; (vi) changes in customer requirements and (vii) other factors
that generally affect the business of aerospace and industrial companies.
           








                                      -13-

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On April 11, 1997, the Registrant held its annual meeting of
         stockholders. The matters submitted to a vote by the stockholders were
         the election of directors, the retention of independent accounts for
         the Registrant, and the approval by the stockholders of an increase in
         the authorized number of the Registrant's common shares

         The vote received by the director nominees was as follows:

                                       For                  Withheld

         Thomas R. Berner           4,354,935                 8,336

         James B. Busey IV          4,355,837                 7,434

         David Lasky                4,356,223                 7,048

         William B. Mitchell        4,356,060                 7,211

         John R. Myers              4,355,960                 7,311

         William W. Sihler          4,355,935                 7,336

         J. McLain Stewart          4,354,911                 8,360

         The foregoing represent all of the Registrant's directors.

         There were no votes against or broker nonvotes.

         The stockholders approved the retention of Price Waterhouse LLP,
         independent accountants for the Registrant. The holders of 4,354,948
         shares voted in favor; 2,118 voted against. There were no broker
         nonvotes.

         The final item voted on at the April 11, 1997 meeting was the proposed
         increase in the authorized number of the Registrant's common shares
         from 12,500,000 to 22,500,000. The stockholders approved the plan, the
         holders of 4,198,296 shares voting in favor and 154,362 voting against,
         there having been 10,613 abstentions.

                                      -14-


<PAGE>





ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

             Exhibit 27 - Financial Data Schedules (Page 16)

         (b) Reports on Form 8-K

             The Registrant did not file any report on Form 8-K during the
             quarter ended March 31, 1997.

                                   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
undesigned thereunto duly authorized.

                                           CURTISS-WRIGHT CORPORATION
                                                    (Registrant)

                                             By:  /s Robert A. Bosi
                                                  Robert A. Bosi
                                                  Vice President - Finance

                                             By:  /s Kenneth P. Slezak
                                                  Kenneth P. Slezak
                                                  Controller

Dated: May 15, 1997

                                     - 15 -

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<PERIOD-TYPE>                                           3-MOS
<FISCAL-YEAR-END>                                 DEC-31-1997
<PERIOD-END>                                      MAR-31-1997
<CASH>                                                  6,142
<SECURITIES>                                           49,002
<RECEIVABLES>                                          45,145
<ALLOWANCES>                                            1,223
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<CURRENT-ASSETS>                                      159,543
<PP&E>                                                214,550
<DEPRECIATION>                                        147,995
<TOTAL-ASSETS>                                        272,250
<CURRENT-LIABILITIES>                                  45,310
<BONDS>                                                10,347
                                       0
                                                 0
<COMMON>                                               10,000
<OTHER-SE>                                            175,493
<TOTAL-LIABILITY-AND-EQUITY>                          272,250
<SALES>                                                53,148
<TOTAL-REVENUES>                                       54,726
<CGS>                                                  36,504
<TOTAL-COSTS>                                          46,918
<OTHER-EXPENSES>                                          107
<LOSS-PROVISION>                                            0
<INTEREST-EXPENSE>                                         73
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<INCOME-TAX>                                            2,673
<INCOME-CONTINUING>                                     4,955
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<CHANGES>                                                   0
<NET-INCOME>                                            4,955
<EPS-PRIMARY>                                             .97
<EPS-DILUTED>                                             .97
        


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