<PAGE>
Schedule 14A Information
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CURTISS-WRIGHT CORPORATION
------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Dated Filed:
March 7, 1997
<PAGE>
CURTISS-WRIGHT CORPORATION
1200 Wall Street West, Lyndhurst, New Jersey 07071
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of CURTISS-WRIGHT CORPORATION:
Notice is hereby given that the Annual Meeting of Stockholders of
Curtiss-Wright Corporation, a Delaware corporation, will be held at the Novotel
Meadowlands Hotel, One Polito Avenue, Lyndhurst, New Jersey on Friday, April 11,
1997, at 2:00 p.m., for the following purposes:
(1) To elect seven directors, each to hold office until the next Annual
Meeting of Stockholders and until his or her successor shall have been elected
and shall qualify;
(2) To consider and act upon an amendment to the Corporation's
Certificate of Incorporation to increase the amount of common stock the
Corporation is authorized to issue from 12,500,000 shares to 22,500,000 shares;
(3) To appoint independent accountants for the current year, Price
Waterhouse LLP having been nominated as such by the Board of Directors; and
(4) To consider and transact such other business as may properly come
before the meeting.
Only holders of common stock of record at the close of business on
February 24, 1997 are entitled to notice of and to vote at the meeting. A list
of such holders will be available for examination by any shareholder at the
meeting and at the offices of the Corporation, 1200 Wall Street West, Lyndhurst,
N.J. 07071, during the ten days preceding the meeting date.
PLEASE FILL IN, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. Stockholders who plan to attend the meeting in person are
nevertheless requested to sign and return their proxies to make certain that
their stock will be represented at the meeting should they be prevented
unexpectedly from attending.
By Order of the Board of Directors,
Dana M. Taylor, Jr.
Secretary
March 4, 1997
<PAGE>
CURTISS-WRIGHT CORPORATION
1200 Wall Street West, Lyndhurst, New Jersey 07071
PROXY STATEMENT
This Proxy Statement is furnished by Curtiss-Wright Corporation
(hereinafter called the "Corporation" or the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders to be held
at the time and place and for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders. The Proxy Statement and accompanying proxy will
be first mailed to stockholders on or about March 7, 1997.
As of February 24, 1997, the record date for determining the holders of
common stock entitled to notice of and to vote at the Annual Meeting, there were
outstanding and entitled to vote at the Annual Meeting 5,079,783 shares of
common stock. Each share of stock is entitled to one vote.
The proxy card provides space for a shareholder to withhold voting for
any or all nominees for the Board of Directors, and to abstain from voting for
the appointment of independent accountants and for the amendment of the
Corporation's Certificate of Incorporation. The election of directors requires a
plurality of the votes cast, the approval of the appointment of independent
accountants requires the affirmative vote of a majority in interest of the
stockholders present in person or by proxy and entitled to vote while the
approval of an amendment to the Corporation's Certificate of Incorporation
requires the affirmative vote of a majority of the outstanding common stock
entitled to vote thereon. Abstentions and broker non-votes are counted for
purposes of determining whether a quorum is present at the meeting. An
abstention will be treated as a negative vote with respect to each matter other
than the election of a director as to whom the shareholder abstained. As to
broker non-votes, if a broker indicates on the proxy that it does not have
discretionary authority to vote on a particular matter, the shares represented
by the non-votes will not be considered as present and entitled to vote with
respect to that matter.
Where a specific designation is given in the proxy with respect to the
vote on the election of directors, the appointment of independent accountants,
or approval of the amendment of the Corporation's Certificate of Incorporation,
the proxy will be voted in accordance with such designation. If no such
designation is made, the proxy will be voted in favor of the directors named
below, in favor of the appointment of independent accountants, and in favor of
said amendment. Anyone giving a proxy may revoke it at any time before its use
at the Meeting by personally appearing at the Meeting and casting a contrary
vote, or by giving a later proxy indicating a desire to vote differently than is
indicated by his earlier proxy.
ELECTION OF DIRECTORS
At this Annual Meeting seven directors are to be elected, each to hold
office until the next Annual Meeting of Stockholders and until his successor
shall have been duly elected and shall qualify. Each nominee has been
recommended for election by the Nominating Committee of the Board of Directors
and by the Board. In the event that any such nominee should become unavailable
<PAGE>
for election, the persons named in the proxy may vote for the election of a
substitute nominee. However, the Board of Directors has no reason to believe
that any of the nominees described below will be unavailable for election.
The following information is provided as of February 14, 1997 with
respect to each nominee for election as a director.
<TABLE>
<CAPTION>
====================================================================================================================================
Business Experience and
Principal Occupation
For Last Five Years; Year
Directorships in Public First
Corporations and Investment Elected
Name Companies; Age Director
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas R. Berner Partner in Berner & Berner, P.C., attorneys. Age 49. 1990
- ------------------------------------------------------------------------------------------------------------------------------------
James B. Busey IV Aviation safety and security consultant, April 1996-present; Director, Mitre 1995
Corporation since February 1995; Director, Texas Instruments, Incorporated
since July 1992; President and chief executive officer of Armed Forces
Communications and Electronics Association, September 1992-April 1996;
Deputy Secretary, U.S. Department of Transportation, 1991-June 1992. Age 64.
- ------------------------------------------------------------------------------------------------------------------------------------
David Lasky Chairman of the Board of Directors of Curtiss-Wright Corporation since May 1993
1995 and President since May 1993; formerly Senior Vice President, General
Counsel and Secretary of the Corporation; Director, Primex Technologies, Inc.
since December 1996. Age 64.
- ------------------------------------------------------------------------------------------------------------------------------------
William B. Mitchell Director, Primex Technologies, Inc. since December 1996; Vice Chairman 1993-1996,
Director, 1990-1996 and Executive Vice President, 1987-1996 of Texas
Instruments Incorporated; Chairman, American Electronics Association, September
1995-September 1996. Age 61.
- ------------------------------------------------------------------------------------------------------------------------------------
John R. Myers Director, Iomega Corporation since 1994; limited partner of Carlisle Enterprises, 1996
a venture capital group, since 1993; Consultant, UNC, Inc., August-December
1996; Chairman of the Board of Garrett Aviation Services, 1994-1996;
President, Chief Operating Officer and Director of Thiokol Corporation, 1992-
1993; President of Lycoming Engine Group of Textron Corporation, 1985-1992.
Age 59.
- ------------------------------------------------------------------------------------------------------------------------------------
William W. Sihler Professor of Business Administration, Darden Graduate School of Business 1991
Administration, University of Virginia. Age 59.
- ------------------------------------------------------------------------------------------------------------------------------------
J. McLain Stewart Director, McKinsey & Company, Management Consultants. Age 80. 1989
====================================================================================================================================
</TABLE>
The following table sets forth information concerning the ownership of
common stock of the Corporation by each director and nominee, each of the
executive officers named in the Summary Compensation Table below and all
directors and executive officers as a group, as of February 14, 1997. Except as
noted in the first footnote to this table, the shares were owned directly and
the owner had the sole voting and investment power in respect thereof. None of
those individuals owned any common stock of Unitrin, Inc. or Argonaut Group,
Inc. (For information in respect of the
2
<PAGE>
relationship among Unitrin, Inc., Argonaut Group, Inc., and the Corporation, see
pages 15 through 16).
================================================================================
% of
Name of Beneficial Owner Number of Shares Outstanding
Beneficially Owned Common Stock
- --------------------------------------------------------------------------------
Thomas R. Berner 743(1) (2)
- --------------------------------------------------------------------------------
James B. Busey IV 458 (2)
- --------------------------------------------------------------------------------
David Lasky 37,841(3) (2)
- --------------------------------------------------------------------------------
William B. Mitchell 258 (2)
- --------------------------------------------------------------------------------
Robert E. Mutch 10,360(4) (2)
- --------------------------------------------------------------------------------
John R. Myers 258 (2)
- --------------------------------------------------------------------------------
Gerald Nachman 23,503(5) (2)
- --------------------------------------------------------------------------------
William W. Sihler 458 (2)
- --------------------------------------------------------------------------------
J. McLain Stewart 458(6) (2)
- --------------------------------------------------------------------------------
Dana M. Taylor, Jr. 5,694(7) (2)
- --------------------------------------------------------------------------------
George J. Yohrling 6,753(8) (2)
- --------------------------------------------------------------------------------
Directors and Executive Officers as a group 92,626 2%
(15 persons)
================================================================================
(1) Includes 190 shares owned by Nancy Berner, wife of Mr. Berner. Mr. Berner
denies that he is the beneficial owner of such shares.
(2) Less than one percent.
(3) Of the total number of shares, 11,920 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(4) Of the total number of shares, 6,043 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(5) Of the total number of shares, 6,510 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(6) 200 shares are indirectly beneficially owned as custodian pursuant to the
Uniform Gift to Minors Act.
(7) Of the total number of shares, 3,177 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(8) Of the total number of shares, 2,790 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
3
<PAGE>
OPERATION OF BOARD OF DIRECTORS AND COMMITTEES
During 1996 the Board of Directors held five meetings. All of the
directors attended at least 75% of the aggregate of all meetings in 1996 of the
Board of Directors and Committees on which they served.
The Audit Committee of the Board of Directors, presently consisting of
Messrs. William W. Sihler, James B. Busey IV and William B. Mitchell, met two
times during 1996. The Committee's functions include the following: making
recommendations to the Board as to the nomination of independent accountants for
appointment by the stockholders; reviewing annual financial statements of the
Corporation prior to their publication; reviewing the report by the independent
accountants concerning the prior year's audit and management's response thereto;
and consulting with the independent accountants and management concerning
internal accounting controls.
The Executive Compensation Committee, presently consisting of Messrs.
J. McLain Stewart, Thomas R. Berner, and John R. Myers, met four times during
1996. This Committee reviews compensation of elected officers prior to
submission to the Board; establishes specific awards to be made to individuals
under the Corporation's Incentive Compensation Plan and the Corporation's 1995
Long-Term Incentive Plan; and reviews the establishment and/or amendment of
executive compensation plans, including the Savings and Investment Plan.
The Nominating Committee, presently consisting of Messrs. J. McLain
Stewart, James B. Busey IV and John R. Myers, met once in 1996. Its
responsibilities include the following: (i) recommending to the Board of
Directors nominees for election as directors; (ii) establishing procedures for
identifying candidates for the Board and periodically reviewing potential
candidates; and (iii) recommending to the Board criteria for Board membership.
Any stockholder may recommend nominees to the Committee for consideration by
writing to the Secretary of the Corporation. Such submission should include the
full name and address of each proposed nominee, a statement of his or her
business experience and qualifications and a written statement from the proposed
nominee consenting to his or her nomination and agreeing to serve if elected.
INDEPENDENT ACCOUNTANTS
The Board of Directors has nominated the firm of Price Waterhouse LLP
for appointment by the stockholders as independent accountants for the purpose
of auditing and reporting upon the financial statements of the Corporation for
its fiscal year ending December 31, 1997, subject to the approval of its
appointment by stockholders at the Annual Meeting. The firm of Price Waterhouse
LLP was engaged in 1992 and has served in this capacity for the Corporation
through the fiscal year ended December 31, 1996. The selection of Price
Waterhouse LLP to serve as independent accountants of the Corporation was based
upon a recommendation by the Audit Committee of the Board of Directors and was
approved by the full Board. Representatives of Price Waterhouse LLP
4
<PAGE>
are expected to be present at the Annual Meeting of Stockholders to make such
statements and answer such questions as are appropriate.
If the stockholders fail to so appoint Price Waterhouse LLP, the Board
of Directors, pursuant to the By-Laws of the Corporation, will appoint other
independent accountants to perform such duties for the current fiscal year. It
is not contemplated that such appointment of other independent accountants would
be submitted to the stockholders for ratification. The appointment of
independent accountants to serve with respect to the year 1998 would be acted
upon by the stockholders at their Annual Meeting early in that year.
PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION
The Board of Directors of the Corporation has approved an amendment to
Article 4 of the Corporation's Certificate of Incorporation which, if adopted,
would increase the number of shares of $1.00 par value common stock the
Corporation is authorized to issue from 12,500,000 shares to 22,500,000 shares.
The Board of Directors believes it is necessary to increase the number of
authorized shares for general corporate purposes. Such an increase would ensure
that a sufficient number of shares would be available in the event that,
depending upon circumstances, a stock split or a stock dividend is declared. An
increase in the number of authorized shares also might be needed to enable the
Corporation to pursue acquisitions using shares of the Corporation's stock. The
Corporation has no present plans to utilize the increased number of shares for
any such purpose. The proposed amendment to the Certificate of Incorporation
will consist of a revision of the first sentence of Article 4 of the Certificate
of Incorporation to provide as follows:
The total number of shares that may be issued by the Corporation is
Twenty-Three Million, One Hundred Fifty Thousand shares of which Six Hundred
Fifty Thousand shares shall be Preferred Stock of the par value of $1.00 per
share and Twenty-Two Million, Five Hundred Thousand shares shall be Common
Stock of the par value of $1.00 per share.
The Board of Directors recommends a vote for this amendment.
EXECUTIVE COMPENSATION
Report of Executive Compensation Committee
on Executive Compensation
The Executive Compensation Committee (the "Committee") of the Board of
Directors is responsible for the administration of the executive compensation
program of the Corporation. The Committee is composed of three non-employee
directors, who are not eligible to participate in the Corporation's compensation
plans for employees.
5
<PAGE>
In 1996 the compensation of the executive officers of the Corporation
consisted of salary, cash awards under the Modified Incentive Compensation Plan
(the "I.C. Plan") of the Corporation and non-qualified stock options and
performance units pursuant to the Corporation's 1995 Long-Term Incentive Plan.
The levels of these compensation elements are arrived at through consideration
of a number of objective and subjective factors. Salaries are reviewed by the
Committee, generally annually, largely on the basis of competitive salary ranges
for such positions, individual performance and contributions to the Corporation.
The recommendations of the Committee as to salary adjustments are acted upon by
the Board. The maximum amount available each year for awards under the I.C. Plan
is based solely on a formula tied to the earnings of the Corporation as a whole
(i.e., the sum of 12% of the excess over $3,000,000 of consolidated net earnings
(after taxes and before deducting such 12% amount) of the Corporation and its
subsidiaries for each of the four consecutive years immediately preceding the
year in which the current award is to be made, less the aggregate amount of the
awards made during the three consecutive years immediately preceding the year in
which the current award is to be made). Stock options and performance units are
offered to attract and retain highly qualified key employees and to provide
those employees with an additional incentive to work toward increasing the value
of the Corporation and improving the results of the business units with which
they are associated.
In determining Mr. Lasky's salary the Committee took into account the
compensation paid by other corporations of similar size and nature and Mr.
Lasky's years of service and other compensation. The Committee also considered
specific measures of performance, including return on assets, return on capital
employed, return on equity, and operating cash flow, both actual and budgeted
and forecasted for the Corporation for the first quarter of 1996 as well as for
the full years 1995 and 1994. The Committee also took into consideration various
indicators of corporate performance in making an award to Mr. Lasky under the
I.C. Plan. In awarding stock options and performance units to Mr. Lasky, the
Committee considered Mr. Lasky's progress in increasing the growth of the
Corporation, the potential impact of his efforts could have on future growth and
the compensation awarded other chief executive officers, as reported by a
compensation consultant advising the Corporation in respect of the 1995
Long-Term Incentive Plan. A number of objective financial measures of corporate
performance were also considered.
With respect to considering the increase of salaries of its other
executive officers the Committee considered each person's years of service,
total compensation received and the salaries paid by other corporations for
comparable positions. The Committee also considered factors relating to the
performance of the individual officers.
In making awards to its executive officers under the I.C. Plan, the
Committee took into consideration the individual contributions each made to the
success of the Corporation, through personal ability, industry, loyalty and
service pursuant to the provisions of the I.C. Plan, as well as total
compensation received in 1995 and 1996. The Committee considered the
relationship of various indicators of corporate performance to the proposed
awards of incentive compensation. Sales and earnings of the Corporation for the
year 1996 were compared to the results achieved in 1995. In addition, the
returns on assets, equity and sales of the Corporation in 1996 were contrasted
6
<PAGE>
favorably to the same measures for the Standard and Poor index and a peer group
of companies.
The proposed allocations of awards under the I.C. Plan to each business
unit and the chief executive of that unit were discussed, including specific
mention of the major accomplishments of each. Reference also was made to the
reports produced by each operating unit and corporate office department
comparing financial and other performance in 1996 to the measures of performance
which had been adopted by management as the basis for incentive compensation
awards. The Board in turn has reviewed and approved such awards.
In awarding stock options to its key employees and executive officers
the Committee considered the effect such persons' efforts could have on the
growth of the Corporation. Awards of performance units were keyed to specific
objectives relating to the growth of the individual business unit or the
Corporation as a whole, as appropriate, over the three year period ending
December 31, 1999 and to the return on capital, as defined, during that period
for the respective organizations. In determining the size of such awards, the
Committee considered the previously expressed views of its compensation
consultant, who had advised that awards of the size granted under the 1995
Long-Term Incentive Plan were fair and reasonable and consistent with
corresponding awards made by other corporations.
J. McLain Stewart, Chairman
Thomas R. Berner
John R. Myers
7
<PAGE>
Summary Compensation Table
The following table contains information concerning the five most
highly compensated executive officers of the Corporation.
<TABLE>
<CAPTION>
================================================================================================================================
Annual Compensation Long Term Awards
- --------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (f) (g) (i)
Restricted Securities All
Name and Principal Stock Underlying Other
Position Year Salary(1) Bonus(2) Awards(3) Options Compensation(4)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David Lasky, Chairman and 1996 $382,500 $220,000 5,179 $5,751
President 1995 $338,000 $200,000 $109,440 4,560 $6,406
1994 $311,000 $183,500 7,500 $10,031
- --------------------------------------------------------------------------------------------------------------------------------
Gerald Nachman, Executive 1996 $292,500 $120,000 2,684 $3,995
V.P. of Curtiss-Wright Corp; 1995 $276,000 $105,000 $60,816 2,533 $4,603
Pres., Metal Improvement 1994 $264,000 $ 93,250 3,700 $8,252
Company
- --------------------------------------------------------------------------------------------------------------------------------
Robert E. Mutch 1996 $198,000 $58,000 2,001 $5,192
Executive V.P. of Curtiss- 1995 $189,800 $70,000 $51,216 2,133 $5,503
Wright Corp.; President, Curtiss- 1994 $180,200 $64,000 3,500 $8,629
Wright Flight Systems, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
George J. Yohrling 1996 $177,200 $56,000 1,483 $1,441
V.P. of Curtiss-Wright Corp.; Sr. 1995 $165,200 $50,000 $21,600 900 $1,529
V.P., Curtiss-Wright Flight 1994 $159,600 $49,350 1,710 $4,545
Systems, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
Dana M. Taylor, Jr., General 1996 $177,600 $35,000 1,106 $3,238
Counsel & Secretary 1995 $170,000 $35,000 $27,216 1,133 $3,534
1994 $162,600 $30,125 1,800 $6,666
================================================================================================================================
</TABLE>
(1) Includes salaries and amounts deferred under the Corporation's Savings and
Investment Plan.
(2) Includes portion paid in 1994 of deferred bonus installments awarded in 1992
provided officer satisfied certain conditions, including continued service
with the Corporation. Messrs. Lasky, Nachman, Mutch, Yohrling and Taylor
received $13,500, $8,250, $7,000, $4,250, and $125, respectively.
(3) The values of the restricted stock awards shown in the Summary Compensation
Table are based upon the stock price of $48.00 on the date of grant. These
shares were awarded pursuant to the Corporation's 1995 Long-Term Incentive
Plan. These shares however do not have a current realizable value since they
were received subject to restrictions against sale, transfer or pledge and
are subject to rights of repurchase for three years from the date of grant.
Holders of restricted stock receive dividends at the same time and at the
same rate as other common stock owners. The number and dollar value of
shares of restricted stock held on December 31, 1996 based on a closing
market price of $50.38 were David Lasky-2,280 shares ($114,866); Gerald
Nachman-1,267 shares ($63,831); Robert E. Mutch-1,067 ($53,755); George J.
Yohrling-450 shares ($22,671) and Dana M. Taylor-567 shares ($28,565).
(4) These amounts consist of the dollar value of insurance premiums paid by the
Corporation during the covered fiscal year for term life insurance and
contributions by the Corporation prior to September 1, 1994 which have
become vested pursuant to the Corporation's Employees' Savings Plan.
8
<PAGE>
Performance Units
Pursuant to the Corporation's 1995 Long-Term Incentive Plan, the
Executive Compensation Committee of the Board of Directors awarded performance
units in December 1996 to its executive officers, senior managers and other key
employees.
Performance units are denominated in dollars and payable in cash in the
year 2000, contingent upon attaining an average annual return on capital and an
average annual growth rate based upon objectives established by the Executive
Compensation Committee of the Board of Directors. Awards to employees of the
Corporation's business units are based on the extent to which these objectives
are achieved by the business unit by which the employee is employed. Awards to
employees of the corporate office are based on the extent to which these
objectives are achieved by the Corporation as a whole.
The values shown below reflect the potential value at a target value of
one dollar per unit payable at the end of the three year performance period if
the Company's average return on capital and average annual growth rate objective
are attained. The chart also reflects the fact that each unit may prove to be
worth approximately two dollars if both performance targets are substantially
exceeded or nothing at all depending upon the extent to which the performance
targets are not met.
1996 Award of Performance Units
<TABLE>
<CAPTION>
====================================================================================================================================
Number of Minimum Target Maximum Performance
Name Units Value Value Value Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
D. Lasky 110,000 0 $110,000 $220,000 1997-1999
- ------------------------------------------------------------------------------------------------------------------------------------
G. Nachman 57,000 0 $ 57,000 $114,000 1997-1999
- ------------------------------------------------------------------------------------------------------------------------------------
R. Mutch 42,500 0 $ 42,500 $ 85,000 1997-1999
- ------------------------------------------------------------------------------------------------------------------------------------
G. Yohrling 31,500 0 $ 31,500 $ 63,000 1997-1999
- ------------------------------------------------------------------------------------------------------------------------------------
D. Taylor 23,500 0 $ 23,500 $ 47,000 1997-1999
====================================================================================================================================
</TABLE>
9
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
PURSUANT TO THE CORPORATION'S 1995 LONG-TERM INCENTIVE PLAN
<TABLE>
<CAPTION>
====================================================================================================================================
% of Total
Options
Shares Covered Granted to
by Options Employees in Exercise Price Expiration Grant Date
Name Granted(1) 1996 per Share Date Present Value(2)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
David Lasky 5,179 14.95% $50.38 Dec. 3, 2006 $100,161
- ------------------------------------------------------------------------------------------------------------------------------------
Gerald Nachman 2,684 7.75% $50.38 Dec. 3, 2006 $51,908
- ------------------------------------------------------------------------------------------------------------------------------------
Robert E. Mutch 2,001 5.78% $50.38 Dec. 3, 2006 $38,699
- ------------------------------------------------------------------------------------------------------------------------------------
George J. Yohrling 1,483 4.28% $50.38 Dec. 3, 2006 $28,681
- ------------------------------------------------------------------------------------------------------------------------------------
Dana M. Taylor, Jr. 1,106 3.19% $50.38 Dec. 3, 2006 $21,390
====================================================================================================================================
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options Options at
at Fiscal Year-End Fiscal Year-End(3)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David Lasky 0 $0 11,920/10,719 $172,393/$43,236
- ------------------------------------------------------------------------------------------------------------------------------------
Gerald Nachman 0 $0 6,511/5,606 $ 94,892/$21,777
- ------------------------------------------------------------------------------------------------------------------------------------
Robert E. Mutch 0 $0 6,044/4,590 $ 89,060/$20,184
- ------------------------------------------------------------------------------------------------------------------------------------
George J. Yohrling 0 $0 2,790/2,653 $ 41,324/$ 9,638
- ------------------------------------------------------------------------------------------------------------------------------------
Dana M. Taylor, Jr. 0 $0 3,177/2,462 $ 46,856/$10,438
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------
(1) Options were granted with an exercise price of 100% of the market price on
the date of grant. The options are exercisable to the extent of one third of
the total number of shares covered beginning on the first anniversary of the
grant, two thirds from the second anniversary and in full after the third
anniversary. The options are not transferrable other than by will or by the
laws of descent and distribution. If the optionee terminates his or her
employment the option expires upon such event, however, if employment is
terminated by retirement under a retirement plan of the Corporation, the
option may be exercised within three months following the date of
retirement.
(2) These values were calculated using the Black-Scholes option pricing model.
The Black-Scholes model is a complicated mathematical formula which is
widely used and accepted for valuing traded stock options. The model is
premised on immediate exercisability and transferability of the options.
This is not true for the Corporation's options granted to executive officers
and other employees. Therefore, the values shown are theoretical and are not
intended to reflect the actual values the recipients may eventually realize.
Any ultimate value will depend on the market value of the Corporation's
stock at a future date. In addition to the stock price at time of grant and
the exercise price, which are identical, and the ten-year term of each
option, the following assumptions were used to calculate the values shown:
expected dividend yield (2.0 percent, the current yield of the Corporation's
common shares on the grant date), expected stock price volatility (.2438,
the most recent volatility for the month-end stock prices of the
Corporation's common shares for the preceding 10 years), and risk-free rate
of return (6.6 percent equal to the yield on a 10-year U.S. Treasury bond on
the option grant date).
(3) Calculated by determining the difference between the fair market value of
the common stock underlying the options on December 31, 1996 ($50.38, the
closing price on the New York Stock Exchange Composite Transactions) and the
exercise price of the options on that date.
10
<PAGE>
Termination of Employment
Pursuant to a policy designed to retain key employees established by
the Corporation's Board of Directors in 1977, the Corporation has agreements
with Messrs. Lasky, Nachman, Mutch, Taylor and Yohrling which provide for the
payment by the Corporation of severance pay, in the case of involuntary
termination of employment other than for cause, in an amount equal to one year's
base salary at the time of termination, as well as the continued availability of
certain employee benefits, for a period of one year following termination. The
agreements provide that such severance pay and benefits also would be made
available in the case of voluntary retirement or termination of employment which
is the direct result of a change in the terms or conditions of employment,
including a reduction in compensation or in job responsibilities. At the option
of the employee, said amount of severance pay may be paid over the two year
period following such termination, in which case such employee benefits would
continue in effect for the same period. Under the agreements, the payment of
severance pay, and the availability of benefits, is contingent upon a number of
conditions, including the employee's performance of his agreements with respect
to providing consulting services and not entering into competition with the
Corporation.
Retirement Plan
The Corporation's Retirement Plan is a tax qualified, defined benefit,
trusteed plan. On September 1, 1994 the Corporation amended this Plan. The
amended Plan provides that employees are to receive their benefit accrued to
September 1, 1994, adjusted for increases in compensation between that date and
retirement or other termination, together with the benefit accruing under the
new Plan. The amended Plan also provides that an employee age 55 or older on the
date of the amendment with five years of contributory service as of August 31,
1994 shall not receive a lesser benefit than he would have received under the
Plan as in effect prior to the amendment, adjusted for the value of
contributions that would have been made subsequent to September 1, 1994. As of
September 1, 1994 the following monthly pension benefits had been accrued: David
Lasky, $12,909; Gerald Nachman, $11,885; Robert E. Mutch, $1,905; George J.
Yohrling, $2,559; and Dana M. Taylor, Jr., $4,961. These amounts would be less
if retirement occurred prior to age 65, or more if retirement occurred after
said age.
The Plan as amended on September 1, 1994 provides benefits computed
prospectively under a formula which is integrated with Social Security and which
provides for an annual benefit at age 65 equal to 1% of the employee's five-year
final average compensation up to the social security covered compensation
(currently $29,304) times years of service on and after September 1, 1994, plus
1.5% of compensation in excess of social security covered compensation times
years of service on or after September 1, 1994. The chart below illustrates the
estimated aggregate amount of annual benefits on a straight life annuity basis
attributable to service on or after September 1, 1994 under the new formula that
will be payable on retirement at age 65 to an employee in the compensation
classification specified, under various assumptions as to compensation and years
of service.
11
<PAGE>
<TABLE>
<CAPTION>
YEARS OF SERVICE
Compensation 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$125,000 $25,927 $34,570 $43,212 $51,854 $60,496
150,000 31,552 42,070 52,587 63,104 73,621
175,000 37,177 49,570 61,962 74,354 86,746
200,000 42,802 57,070 71,337 85,604 99,871
225,000 48,427 64,570 80,712 96,854 112,996
250,000 54,052 72,070 90,087 108,104 126,121
300,000 65,302 87,070 108,837 130,604 152,371
400,000 87,802 117,070 146,337 175,604 204,871
450,000 99,052 132,070 165,087 198,104 231,121
500,000 110,302 147,070 183,837 220,604 257,371
550,000 121,552 162,070 202,587 243,104 283,621
</TABLE>
For the above chart, the current compensation covered by the Retirement
Plan is substantially equivalent to the cash compensation reported under the
headings entitled "Salary" and "Bonus" on page 8 of this Proxy Statement for the
executive officers listed there.
In addition, a cash balance component was added to the Plan on
September 1, 1994 under which during each year of participation in the Plan a
participant earns a pay-based credit equal to 3% of his or her compensation. The
employee's account balance is credited with interest annually.
Under the Employee Retirement Income Security Act of 1974 ("ERISA"),
many employees elect a survivor option payable to the employee's spouse and as a
consequence, the amount actually received on retirement by such employee would
be less than indicated above. Internal Revenue Code provides that effective
January 1, 1997 the maximum allowable annual benefit under the Retirement Plan
is $125,000 (adjusted for each year of employment beyond age 65) and the maximum
allowable annual compensation that may be included in the calculation of a
benefit under the Retirement Plan is $160,000. These limits are substantially
lower than the maximum amounts shown above. Accordingly, the Corporation
maintains a Retirement Benefits Restoration Plan (the "Restoration Plan")
whereby all participants in the Retirement Plan whose benefits or compensation
under the Retirement Plan would exceed the limitations imposed by the Internal
Revenue Code will receive a supplemental retirement benefit equal to the excess
of the benefit which would have been payable to them under the Retirement Plan
but for said limitations, over the amount payable under the Retirement Plan,
given said limitations. Such supplemental benefit is not funded. The amounts set
12
<PAGE>
forth above include amounts payable pursuant to the Restoration Plan. Benefit
amounts are not subject to reduction for any Social Security benefits to which
Plan participants may be entitled. Credited years of service under the
Retirement Plan at December 31, 1996 are as follows: David Lasky, 34 years;
Gerald Nachman, 22 years; Robert E. Mutch, 18 years; George J. Yohrling, 20
years; and Dana M. Taylor, Jr., 23 years. For each of these persons as of said
date, credited service includes two years and four months under the preceding
chart.
Compensation of Directors
Currently all directors who are not also employees of the Corporation
receive an annual director's fee of $20,000. Each non-employee director receives
a fee of $900 for every Board and Committee meeting attended. In addition,
during 1996 each director received a grant of 258 shares of restricted common
stock of the Corporation pursuant to the 1996 Stock Plan for Non-Employee
Directors (the "Stock Plan for Directors"). The shares are restricted for a
period of five years from the date of grant and during that period may not be
sold or transferred. The shares are subject to forfeiture if the director
resigns or declines to continue serving as such during that period. For each
director who is not an employee, the Corporation provides group term life
insurance coverage of $50,000. Non-employee directors may elect to receive their
annual director's fee and meeting fees in the form of common stock of the
Corporation or in cash or both pursuant to the Stock Plan for Directors.
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder
returns (assuming the reinvestment of dividends) on common stock of the
Corporation with such returns of companies listed on the Russell 2000 Index and
the S & P Aerospace/Defense Index. The graph assumes $100 invested on January 1,
1992 in stock of the Corporation and the companies on each of these indices.
13
<PAGE>
Curtiss-Wright Corp. Total Return
DATE Curtiss-Wright Corp.
1/92 100.00
12/92 105.00
12/93 126.00
12/94 131.00
12/95 197.00
12/96 189.00
S&P Aerospace and Defense Index
DATE Peer Group
1/92 100.00
12/92 105.00
12/93 137.00
12/94 148.00
12/95 245.00
12/96 328.00
Russell 2000 Index
DATE Russell 2000
1/92 100.00
12/92 119.00
12/93 141.00
12/94 139.00
12/95 178.00
12/96 207.00
14
<PAGE>
SECURITY OWNERSHIP AND TRANSACTIONS WITH CERTAIN BENEFICIAL
OWNERS
The following information is given with respect to the persons who, to
the knowledge of the Corporation, own beneficially more than 5% of any class of
the voting securities of the Corporation outstanding as of February 24, 1997.
<TABLE>
<CAPTION>
====================================================================================================================
Amount & Nature
Name & Address of of Beneficial
Title of Class Beneficial Owner Ownership Percent of Class
====================================================================================================================
<S> <C> <C> <C>
Common Stock Unitrin, Inc. 2,191,200 shares 43.2%
One East Wacker Drive Direct
Chicago, Illinois 60601
====================================================================================================================
Common Stock Argonaut Group, Inc. 411,100 shares 8.1%
1800 Avenue of the Stars Indirect
Los Angeles, Cal. 90067
====================================================================================================================
Common Stock GAMCO Investors, Inc. 477,820 shares 9.4%
and Direct
Gabelli Funds, Inc. 189,800 shares 3.7%
and Direct
Gabelli International Limited 8,000 shares .2%
II Direct
Corporate Center at Rye
Rye, NY 10580
====================================================================================================================
Common Stock Quest Advisory Corp. 365,200 shares 7.2%
and Direct
Quest Management Co. 13,600 shares .3%
1414 Ave. of the Americas Direct
New York, NY 10019
====================================================================================================================
</TABLE>
Amendment No. 3 dated December 12, 1996 to the Schedule 13D of Unitrin,
Inc. ("Unitrin") and Trinity Universal Insurance Company ("Trinity"), a
wholly-owned subsidiary of Unitrin, reported that on December 4, 1996 Unitrin
had purchased 1,059,492 shares of Curtiss-Wright Corporation common stock
representing all of Trinity's holdings of Curtiss-Wright's common stock. The
amendment stated that Unitrin had used general corporate funds to effect the
purchase, that the shares acquired were being held for investment, and that
future investment considerations by Unitrin might or might not result in the
acquisition of additional securities or the disposition of these securities. The
amendment further reported that Unitrin had sole voting and dispositive power as
to the 2,191,200 shares of Curtiss-Wright common stock which it owned. According
to Unitrin's proxy statement dated March 22, 1996, three of the seven Unitrin
directors are also directors of the Argonaut Group, Inc. ("Argonaut"), which is
referred to below, and beneficially own in the aggregate 28.8% of Unitrin's
outstanding common stock.
A Schedule 13D dated October 9, 1986 of Argonaut and three of its
subsidiaries reported: (i) ownership by those subsidiaries of the 411,100 shares
of common stock shown above; (ii) that the
15
<PAGE>
stock had been acquired for investment; (iii) that each of those subsidiaries
shares with Argonaut voting and dispositive power with respect to the stock
owned by that subsidiary and (iv) that Argonaut might be deemed a beneficial
owner of this stock. According to the proxy statement of Argonaut, dated March
11, 1996, three of its nine directors are also directors of Unitrin and
beneficially own in the aggregate 28% of the outstanding common stock of the
Argonaut. The three Unitrin directors and the three Argonaut directors referred
to above are the same persons.
If Unitrin and Argonaut acted jointly, the aggregate total of 2,602,300
shares of common stock owned by them would constitute over 51% of the
outstanding stock the Corporation. Under those circumstances, they might be
deemed to be in "control" of the Corporation (as the term control is defined in
the regulations promulgated pursuant to the Securities Exchange Act of 1934).
However, to date no attempt has been made to obtain representation on the Board
of Directors of the Corporation, to direct its management or policies or
otherwise to exercise "control" over it.
In their Schedule 13D as amended through June 30, 1995, GAMCO
Investors, Inc. ("GAMCO"), Gabelli Funds, Inc. ("GFI") and Gabelli International
Limited II ("GIL") have reported that (i) they beneficially own the shares set
forth in the above table; (ii) GAMCO and GFI are investment advisors but have no
economic interest in their shares (such interest presumably residing in their
investment advisory clients); (iii) the GAMCO and GFI shares were purchased for
investment; (iv) GAMCO exercises sole dispositive power over 477,820 shares, and
sole voting power over 407,320 shares, GFI exercises sole voting and dispositive
power over 189,800 shares and GIL exercises sole voting and dispositive power
over 8,000 shares; (v) GAMCO and GFI were formerly wholly-owned subsidiaries of
The Gabelli Group, Inc. ("TGGI") which, effective August 31, 1990, merged into
GFI, and GAMCO is a wholly-owned subsidiary of GFI; (vi) Mario J. Gabelli is the
majority stockholder, Chairman of the Board and Chief Executive Officer of GFI,
the sole director and Chairman and Chief Executive Officer of GAMCO, and Chief
Investment Officer of GAMCO and GFI; (vii) Mr. Gabelli is deemed to have
beneficial ownership of the shares beneficially owned by GAMCO, GFI and GIL and
GFI is deemed to have beneficial ownership of the securities owned beneficially
by each of the foregoing entities other than Mr. Gabelli and (viii) the power of
Mr. Gabelli and GFI is indirect with respect to stock beneficially owned
directly by GAMCO and GIL.
A February 3, 1997 amended Schedule 13G filed by Quest Advisory Corp.
("Quest") and Quest Management Company ("QMC"), both described as investment
advisors, reported that Quest had increased its beneficial ownership from
365,100 shares to 365,200 shares and that QMC had decreased its beneficial
ownership from 21,000 shares to 13,600 shares of common stock of the
Corporation. The amended report stated that Charles M. Royce may be deemed to be
a controlling person of Quest and QMC and as such may be deemed to beneficially
own the shares of common stock of the Corporation beneficially owned by Quest
and QMC but that he disclaimed beneficial ownership of the shares held by Quest
and QMC. The amended report further stated that these shares had been acquired
in the ordinary course of business and not for the purposes of control of the
Corporation.
16
<PAGE>
OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING
The Board of Directors does not intend to present for action at this
Annual Meeting any matter other than those specifically set forth in the Notice
of Annual Meeting. If any other matter is properly presented for action at the
Meeting, it is the intention of persons named in the proxy to vote thereon in
accordance with their judgment pursuant to the discretionary authority conferred
by the proxy.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual
Meeting must be received by the Office of the Secretary, Curtiss-Wright
Corporation, 1200 Wall Street West, Lyndhurst, New Jersey 07071 no later than
November 1, 1997 for inclusion in the Corporation's Proxy Statement and form of
proxy relating to that Meeting.
PERSONS MAKING THE SOLICITATION
This solicitation of proxies is made on behalf of the Board of
Directors of the Corporation, and the cost thereof will be borne by the
Corporation. The Corporation will reimburse brokerage firms and nominees for
their expenses in forwarding proxy material to beneficial owners of the stock of
the Corporation. In addition, a number of employees, officers and directors of
the Corporation (none of whom will receive any compensation therefore in
addition to his regular compensation) may solicit proxies. The solicitation will
be made by mail and in addition, the telephone, telegrams, facsimile and other
electronic communication and personal interviews may be utilized.
By Order of the Board of Directors
Dana M. Taylor, Jr.
Secretary
Dated: March 4, 1997
17
<PAGE>
PROXY
CURTISS-WRIGHT CORPORATION
1200 Wall Street West, Lyndhurst, New Jersey 07071
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints DAVID LASKY, ROBERT A. BOSI and DANA M.
TAYLOR, JR. and each of them as proxies with power of substitution to vote all
shares of the Corporation which the undersigned is entitled to vote at the
Annual Meeting of Stockholders on April 11, 1997, at the Novotel Meadowlands
Hotel, One Polito Avenue, Lyndhurst, New Jersey at 2:00 p.m. or any adjournment
thereof, with all the powers the undersigned would have if personally present,
as specified, respecting the following matters described in the accompanying
Proxy Statement and, in their discretion, on other matters which come before the
meeting.
A Vote FOR Items 1, 2 and 3 is recommended.
<TABLE>
<S> <C> <C>
(1) ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
T. R. Berner, J. B. Busey IV, D. Lasky, W. B. Mitchell, J. R. Myers, W. W. Sihler, J. M. Stewart
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below)
- --------------------------------------------------------------------------------
(2) PROPOSAL TO APPROVE AN AMENDMENT TO ARTICLE 4 OF THE CORPORATION'S
CERTIFICATE OF INCORPORATION to increase the number of authorized
shares of common stock from 12,500,000 shares to 22,500,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) PROPOSAL TO APPROVE THE APPOINTMENT OF PRICE WATERHOUSE as independent
public accountants of the Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Continued, and to be Signed, on Reverse Side)
<PAGE>
This proxy will be voted in accordance with stockholder specifications. Unless
directed to the contrary, this proxy will be voted FOR Items 1, 2 and 3. A
majority (or if only one, then that one) of the proxies or substitutes acting at
the meeting may exercise the powers conferred herein. Receipt of the
accompanying Notice of Meeting and Proxy Statement is hereby acknowledged.
__________________________________________1997
(Date)
-------------------------------------------
-------------------------------------------
(Signature)
(Please sign name as fully and exactly as it
appears opposite. When signing in a fiduciary
or representative capacity, please give full
title as such. Where more than one owner, each
owner should sign. Proxies executed by a
corporation should be signed in full corporate
name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IN
UNITED STATES.
