NEWS RELEASE
1200 Wall Street West, Lyndhurst, NJ 07071
(201) 896-8400 o FAX (201) 438-5680
www.curtisswright.com
CONTACT: Gary Benschip FOR IMMEDIATE RELEASE
(201) 896-8520
[email protected]
Curtiss-Wright Corporation Adopts Stockholder Rights Plan
LYNDHURST, NJ-November 6, 2000-Curtiss-Wright Corporation (NYSE: CW)
announced today that its Board of Directors has adopted a stockholder
rights plan. The plan is intended to assist the Company to pursue its
long-term business strategies and enhance shareholder value.
"Curtiss-Wright believes stockholder rights plans have been an effective
tool for many public companies seeking to preserve and enhance shareholder
value," said Martin R. Benante, Chairman and Chief Executive Officer. "The
Stockholder Rights Plan will help Curtiss-Wright to ensure that any
proposed transaction involving Curtiss-Wright is in the best interests of
all Curtiss-Wright shareholders. The rights are similar to those adopted by
many public companies and are designed to assure that all shareholders of
the Company receive fair and equal treatment in the event of any proposed
takeover. The adoption of the plan is not in response to any specific
effort to acquire control of Curtiss-Wright, nor is the Board aware of any
such effort."
In connection with the adoption of the rights plan, the Board declared a
dividend of one preferred stock purchase right for each share of the
company's common stock. Each of these rights, which are currently not
exercisable, will entitle the holder to purchase one one-thousandth
(1/1000) of a share of the company's newly designated Series A
Participating Preferred Stock. In the event that any person or group
acquires beneficial ownership of 15% or more of the outstanding shares of
the company's common stock, each holder of a right (other than the
acquiror) will be entitled to receive, upon payment of the exercise price,
a number of shares of common stock having a market value equal to two times
the exercise price. The Stockholders Rights Plan will not affect the
interests of Curtiss-Wright's current 44% shareholder, Unitrin, Inc.
(NASDAQ: UNIT), provided that Unitrin does not acquire beneficial ownership
of any additional shares of Curtiss-Wright in excess of 1% of the
outstanding shares.
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The distribution of the rights will be made on November 21, 2000 and is
payable to shareholders of record on November 21, 2000. Initially the
Rights will be attached to the certificates representing outstanding common
stock and no separate Rights certificates will be distributed. The Rights
will expire on November 6, 2010, unless earlier redeemed or exchanged or
terminated in accordance with the rights agreement.
Details of the Rights distribution will be contained in a letter to be
mailed to all Curtiss-Wright shareholders.
Curtiss-Wright Corporation is a diversified provider of highly engineered
products and services to the Motion Control, Flow Control and Metal
Treatment industries. The firm employs approximately 2,280 people. More
information on Curtiss-Wright can be found on the Internet at
www.curtisswright.com.
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 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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