SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 1999
CURTISS WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-134 13-0612970
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State or Other Commission File IRS Employer
Jurisdiction of Number Identification No.
Incorporation or
Organization
1200 Wall Street West, Suite 501
Lyndhurst, New Jersey 07071
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (201)896-8400
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Item 5. OTHER EVENTS.
Curtiss-Wright Corporation (the "Company") has entered into a definitive asset
purchase agreement to acquire the Pressure Relief Valve (PRV) and Vehicle
Control Valve and Pump (VCP) business units of Teledyne Fluid Systems, an
Allegheny Teledyne Incorporated company, for a purchase price of approximately
$44 million. The transaction will be for cash with no assumption of indebtedness
involved. PRV operates under the "Farris Engineering" name and processes and
sells spring loaded and pilot-operated pressure- relief valves for use in
processing industries, which include refineries, petrochemical/chemical plants
and pharmaceutical manufacturing. The VCP business being acquired provides
specialty hydraulic and pneumatic valves and air-driven pumps and gas boosters
sold under the "Sprague" and "PowerStar" trade names for general industrial
applications. VCP also manufactures certain directional control valve products
for truck transmissions and car transport carriers.
The consummation of the transaction is subject to customary government approvals
pursuant to the Hart-Scott-Rodino Act, completion of a review of the businesses
of PRV and VCP, and certain closing conditions being met by the parties
including the execution of a Transition Services Agreement whereby the Company
will receive a monthly fee of approximately $36,350 per month for one year for
providing continued computerized services to a third party purchaser of the
nitrogen gas spring business unit of Teledyne Fluid Systems. The transaction is
expected to be completed in the third quarter of 1999. Details are more fully
described in the attached press release.
FORWARD LOOKING STATEMENTS
Forward-looking statements in this release are made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those expressed or implied.
Readers are cautioned not to place undue reliance on these forward- looking
statements, which speak only as of the date hereof. Such risks and uncertainties
include, but are not limited to: a reduction in anticipated orders; an economic
downturn; changes in the competitive marketplace and/or customer requirements;
an inability to perform customer contracts at anticipated cost levels; and other
factors that generally affect the business of aerospace, marine, and industrial
companies. Please refer to the Company's current SEC filings under the
Securities and Exchange Act of 1934, as amended, for further information.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CURTISS WRIGHT CORPORATION
By: /s/ Robert A. Bosi
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Robert A. Bosi
Vice President-Finance
Date: August 2, 1999
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Company Press Release
SOURCE: Curtiss-Wright Corporation
CURTISS-WRIGHT ENTERS ACQUISITION AGREEMENT TO EXPAND FLOW CONTROL BUSINESS
LYNDHURST, N.J., July 28 /PRNewswire/ -- Curtiss-Wright Corporation (NYSE: CW -
news) announced today it has entered into an agreement to acquire the Pressure
Relief Valve (PRV) and Vehicle Control Valve and Pump (VCP) business units of
Teledyne Fluid Systems, an Allegheny Teledyne Incorporated company (NYSE: ALT -
news).
The combined sales of the businesses being acquired were approximately $42.8
million in 1998. Curtiss-Wright will purchase the assets of the businesses for
about $44 million. The transaction will be for cash and no assumption of debt is
involved. The acquisition is scheduled to close on August 27, 1999 and is
expected to be immediately accretive to Curtiss- Wright's earnings per share.
PRV operates under the "Farris Engineering" trade name and is one of the world's
leading manufacturers of spring loaded and pilot-operated pressure- relief
valves for use in processing industries, which include refineries,
petrochemical/chemical plants and pharmaceutical manufacturing. Pressure relief
valves are self-actuated safety devices designed to prevent the overpressure of
vessels, pipelines and other critical industrial equipment. Curtiss-Wright,
through its Curtiss-Wright Flow Control (CWFC) subsidiary, is considered one of
the premier suppliers of safety and relief valves to both the US Navy and the
commercial nuclear industries. While the PRV and CWFC product lines are similar,
they address different markets. The strengths of PRV's relief valves in the
industrial markets will complement CWFC's established position in the nuclear
area to form a combined business that can better serve its markets on a global
basis with a broader complementary product line, an improved distribution system
and engineering capabilities.
The VCP business being acquired provides specialty hydraulic and pneumatic
valves and air-driven pumps and gas boosters sold under the "Sprague" and
"PowerStar" trade names for general industrial applications. VCP also
manufactures certain directional control valve products for truck transmissions
and car transport carriers.
The products of the businesses to be acquired are manufactured in Brecksville,
Ohio and Brantford, Ontario. A service and distribution center is located in
Edmonton, Alberta. Curtiss-Wright plans to continue the PRV and VCP businesses
in their current locations with the current team of employees.
David Lasky, Chairman and CEO of Curtiss-Wright, stated, "This acquisition
fulfills our strategic objective to service the processing market. As a result
of the acquisition we will have added to our portfolio of businesses a leading
supplier to the industrial flow control markets, with an excellent reputation
for product quality, service and technical innovation. At the same time, we
believe that our existing position in the valve business will help us to create
new growth opportunities for the PRV business."
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Curtiss-Wright Corporation, headquartered in Lyndhurst, NJ, is a diversified
multinational manufacturing and service concern that designs, manufactures and
overhauls precision components and systems and provides highly engineered
services to the aerospace, defense, automotive, shipbuilding, oil,
petrochemical, agricultural equipment, power generation, railroad, metalworking,
and fire and rescue industries. The Company employs approximately 2,100 people.
Operations are conducted through five manufacturing facilities (four domestic
and one in Switzerland), thirty-seven metal-treatment service facilities located
in North America and Europe, and four component overhaul facilities located in
Florida, North Carolina, Denmark, and Singapore.
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Forward-looking statements in this release are made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those expressed or implied.
Readers are cautioned not to place undue reliance on these forward- looking
statements, which speak only as of the date hereof. Such risks and uncertainties
include, but are not limited to: a reduction in anticipated orders; an economic
downturn; changes in the competitive marketplace and/or customer requirements;
an inability to perform customer contracts at anticipated cost levels; and other
factors that generally affect the business of aerospace, marine, and industrial
companies. Please refer to the Company's current SEC filings under the
Securities and Exchange Act of 1934, as amended, for further information.
SOURCE: Curtiss-Wright Corporation
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