UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Curtiss-Wright Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
231561 10 1
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(CUSIP Number)
Scott Renwick
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(312) 661-4520
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 231561 10 1
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Unitrin, Inc.
95-4255452
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 4,382,400
Beneficially ---------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting ---------------------------------------------------
Person 9. Sole Dispositive Power
With 4,382,400
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,382,400
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
43.8%
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14. Type of Reporting Person (See Instructions)
HC, CO
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Amendment No. 4 to Schedule 13D
This Amendment No. 4 amends and supplements the Schedule 13D
originally filed by Unitrin, Inc. ("Unitrin") on April 6, 1990, as amended
by Amendment No. 1 thereto, dated February 28, 1996, Amendment No. 2
thereto, dated March 15, 1996, and Amendment No. 3 thereto, dated December
4, 1996.
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $1.00 per share (the "Common Stock"), of
Curtiss-Wright Corporation, a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1200 Wall Street
West, Lyndhurst, New Jersey 07071.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby restated in its entirety as follows:
On November 6, 2000, (a) Unitrin and the Issuer entered into a
Distribution Agreement (a copy of which is attached hereto as Exhibit 99.1)
(the "Distribution Agreement") and (b) Unitrin, CW Disposition Company, a
wholly-owned subsidiary of Unitrin ("Merger Sub"), and the Issuer entered
into an Agreement and Plan of Merger (a copy of which is attached hereto as
Exhibit 99.2) (the "Merger Agreement") in order to effectuate the spin-off
to the holders of common stock, par value $.01 per share, of Unitrin (the
"Unitrin Common Stock"), of 100% of Unitrin's equity position in the Issuer
in a tax-free distribution. The spin-off is expected to be completed late
in the first half of the 2001 calendar year, subject to, among other
things, approval of the tax-free status of the spin-off by the Internal
Revenue Service and approval by the stockholders of the Issuer, as well as
approval by the stockholders of the Issuer (other than Unitrin), of a
recapitalization plan for the Issuer (the "Recapitalization") that is
necessary to permit the spin-off to be accomplished on a tax-free basis.
The transactions contemplated by the Merger Agreement and the Distribution
Agreement have been approved by both Unitrin's and the Issuer's Board of
Directors.
Unitrin is the beneficial owner of approximately 4.4 million shares,
or approximately 43.8%, of the Common Stock. In order to effect the
spin-off on a tax-free basis, Unitrin, Merger Sub and the Issuer have
agreed, pursuant to the Merger Agreement, to recapitalize the Issuer in the
following series of transactions. Pursuant to the Merger Agreement, Unitrin
will contribute 4,382,400 shares of Common Stock (the "Contributed Shares")
to Merger Sub. Merger Sub will be merged with and into the Issuer, with the
Issuer as the surviving corporation. All the shares of common stock of
Merger Sub (all of which are owned by Unitrin) will then be converted into
4,382,400 shares of a newly created Class B common stock, par value $1.00
per share, of the Issuer (the "Class B Common Stock"). Holders of the Class
B Common Stock will be entitled to elect 80% of the directors of the Issuer
(or the nearest higher whole number), but their rights will otherwise be
identical to those of the holders of the Common Stock to remain outstanding
following the Recapitalization. The Class B Common Stock will be listed on
the New York Stock Exchange. Each outstanding share of Common Stock (other
than the Contributed Shares) will remain issued and outstanding following
the Recapitalization. Holders of Common Stock will be entitled to elect 20%
of the directors of the Issuer (or the nearest lower whole number). The
Issuer will initially continue to have eight directors. One director will
be designated a "Common Stock Director" at the time of the
Recapitalization. Each of the remaining seven directors of the Issuer will
be designated a "Class B Director." Each of the Contributed Shares will
automatically be canceled with no securities or other consideration issued
in exchange therefor. Unitrin has agreed to vote all its shares of Common
Stock in favor of the Recapitalization and the Governance Provisions
described below.
After the Recapitalization, pursuant to the Distribution Agreement,
Unitrin will distribute to the holders of record of Unitrin Common Stock on
a pro rata basis the shares of Class B Common Stock that it receives in the
Recapitalization (the "Distribution"). The declaration of the Distribution
is subject to (a) the receipt of a ruling from the Internal Revenue Service
to the effect that the Distribution and the Recapitalization will qualify
as tax-free transactions for federal income tax purposes (the "IRS
Ruling"), (b) the effectiveness of the Form 8-A filed with the Securities
Exchange Commission to register the Class B Common Stock under the Act, (c)
the approval of the listing of the Class B Common Stock on the New York
Stock Exchange, subject to official notice of issuance, (d) the declaration
of the Cash Dividend described below and (e) other customary conditions set
forth in the Distribution Agreement and the Merger Agreement. The
declaration and payment of the Distribution is further conditioned upon and
subject to the consummation of the Recapitalization.
The Issuer has also agreed to declare, on the declaration date for the
Distribution, and subject to the conditions to the Distribution, a pro rata
cash dividend (the "Cash Dividend") in the amount of $.25 per share to all
holders of Common Stock as of a record date to be determined. Unitrin has
waived its right to receive its pro rata share of the Cash Dividend.
In connection with the Recapitalization, the Issuer expects to amend
its certificate of incorporation to provide for, among other things, (a) a
classified Board of Directors, (b) the elimination of the ability of its
stockholders to act by written consent and to call a special meeting, (c)
the requirement of a 66-2/3% vote for (i) its stockholders to amend its
By-Laws and (ii) any amendment to its certificate of incorporation that
would affect the Governance Provisions, (d) the implementation of limits on
the Issuer's Board size and (e) the ability to fill Board vacancies and
newly created directorships (collectively referred to herein as the
"Governance Provisions"). The Governance Provisions will become effective
solely upon effectiveness of the Recapitalization. The approval of the
Governance Provisions by the stockholders of the Issuer is a condition to
the Recapitalization.
The Issuer has agreed that prior to the second anniversary of the
Distribution, it will (a) maintain its status as a company engaged in the
active conduct of a trade or business and (b) not (i) merge or consolidate
with or into any other corporation, (ii) liquidate or partially liquidate,
(iii) sell or transfer all or substantially all of its assets in a single
transaction or series of related transactions, (iv) redeem or otherwise
repurchase any Issuer stock (subject to certain exceptions) or (v) take any
other action or actions (other than the adoption of a stockholder rights
plan) which in the aggregate would have the effect of causing or permitting
one or more persons to acquire directly or indirectly stock representing a
50 percent or greater interest in the Issuer. The Issuer has also agreed
that prior to the fifth anniversary of the Distribution, it will not
initiate or support, or permit its stockholders to vote on, any action that
would in any way alter the ability of the holders of the Class B Common
Stock to (i) elect at least 80% of the directors of the Issuer or (ii)
otherwise possess at least 80% of the total combined voting power of all
classes of Issuer stock entitled to vote. However, the Issuer may take any
of the actions referred to in clauses (b)(i) through (v) above and in the
immediately preceding sentence, if prior to taking such action, the Issuer
has obtained (at Unitrin's election) a written opinion in form and
substance reasonably acceptable to Unitrin of a law firm reasonably
acceptable to Unitrin and the Issuer, or Unitrin has obtained (at the
expense of the Issuer) a supplemental ruling from the Internal Revenue
Service, that such action or actions will not result in the Distribution
failing to qualify as a tax-free distribution.
If the Issuer (or any of its subsidiaries) fails to comply with any of
its obligations described in the foregoing paragraph or takes or fails to
take any action on or after the date of the Distribution, and such failure
to comply, action or omission contributes to a determination that the
Distribution fails to qualify as a tax-free distribution, then, subject to
certain exceptions, the Issuer will indemnify and hold harmless Unitrin,
each member of the consolidated group of which Unitrin is a member and each
direct and indirect subsidiary of Unitrin from and against any and all
federal, state and local taxes, including any interest, penalties or
additions to tax, imposed upon or incurred by Unitrin, any member of its
group, any of its direct or indirect subsidiaries or any stockholder of
Unitrin as a result of the failure of the Distribution to qualify as a
tax-free distribution (including any taxes payable by reason of any payment
made pursuant to such indemnity). Subject to limited exceptions, the Issuer
will also indemnify, defend and hold harmless Unitrin, each member of the
consolidated group of which Unitrin is a member and each direct and
indirect subsidiary of Unitrin from and against any liability (including
established tax liabilities of Unitrin stockholders) arising from any
inaccuracy in, or failure of the Issuer to comply with, any representation
made by the Issuer to the Internal Revenue Service in connection with the
request by Unitrin for the IRS Ruling.
Subject to limited exceptions, each of the Issuer and Unitrin has also
agreed that neither it nor any of its officers, directors, employees,
representatives, securityholders or agents will solicit, initiate or
encourage inquiries, offers or proposals or any indication of interest or
the commencement of negotiations or enter into any agreement or provide any
nonpublic information regarding or in connection with any proposal for the
acquisition by any third party of any shares of capital stock of the Issuer
from the Issuer or Unitrin, or the acquisition of, or business combination
with, the Issuer through any other means (an "Acquisition Proposal") until
after the Distribution or the termination of the Distribution Agreement in
accordance with its terms. Upon receipt of an unsolicited Acquisition
Proposal, each of Unitrin and the Issuer are obligated to inform the other
of the terms and conditions, if any, of such Acquisition Proposal and the
identity of the person making the proposal and to keep the other party
promptly advised of all further communications relating to such Acquisition
Proposal.
Unitrin has also agreed not to, directly or indirectly, solicit
proxies or take similar measures with respect to the voting of any shares
of Common Stock, participate in any group with respect to the shares of
Common Stock or otherwise attempt to seek control of the Issuer until after
consummation of the Recapitalization or the termination of the Distribution
Agreement in accordance with its terms.
The Distribution Agreement and the Merger Agreement can be terminated
under various circumstances, including, but not limited to, (a) mutual
written consent of the parties, (b) breaches of obligations or
representations and warranties in the Distribution Agreement or the Merger
Agreement which could result in a material adverse effect, (c) by C-W or
Unitrin, if following receipt of an Acquisition Proposal, such party's
Board of Directors is required by its fiduciary duties to its stockholders
to terminate the Distribution Agreement or the Merger Agreement and accept
such Acquisition Proposal, (d) by Unitrin, if the Board of Directors of the
Issuer (i) no longer recommends the transactions contemplated by the
Distribution Agreement and the Merger Agreement, (ii) modifies such
recommendation in a manner adverse to Unitrin or (iii) approves or
recommends an Acquisition Proposal, (e) by Unitrin or the Issuer if the
stockholders of the Issuer fail to approve the Recapitalization (and, in
the case of the Issuer, the Governance Provisions) or (f) failure to
consummate the Distribution or the Merger by June 30, 2001.
The foregoing description is meant to be only a summary of certain
provisions of the Distribution Agreement and the Merger Agreement. It does
not purport to be complete and it is qualified in its entirety by reference
to the Distribution Agreement and the Merger Agreement, copies of which are
attached as exhibits hereto.
Except as described above, Unitrin has no plans or proposals which
relate to Item 4(a) through (j).
Item 7. Material to be Filed as Exhibits.
Exhibit Description
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99.1 Distribution Agreement, dated as of November 6, 2000,
between Unitrin, Inc. and Curtiss-Wright Corporation.
99.2 Agreement and Plan of Merger, dated as of November 6,
2000, among Unitrin, Inc., CW Disposition Company and
Curtiss-Wright Corporation.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: November 7, 2000 UNITRIN, INC.
By: /s/ Scott Renwick
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Scott Renwick
Secretary
EXHIBIT INDEX
Exhibit Description
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99.1 Distribution Agreement, dated as of November 6, 2000,
between Unitrin, Inc. and Curtiss-Wright Corporation.
99.2 Agreement and Plan of Merger, dated as of November 6,
2000, among Unitrin, Inc., CW Disposition Company and
Curtiss-Wright Corporation.
