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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Curtiss-Wright Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-134 13-0612970
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
1200 Wall Street West
Lyndhurst, New Jersey 07071
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be Name of each exchange on which
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so registered each class is to be registered
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Series A Participating Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
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(None)
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Item 1. Description of Registrant's Securities to Be Registered
On November 6, 2000, the Board of Directors of Curtiss-Wright
Corporation (the "Company") declared a dividend of one preferred stock purchase
right (a "Right") for each outstanding share of Common Stock, par value $1 per
share, of the Company (the "Common Stock"). The dividend is payable on November
21, 2000 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Participating Preferred Stock, par value
$1 per share (the "Preferred Stock") of the Company at a price of $235 per one
one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of November 6, 2000, as the same may be amended from time to
time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, L.L.C. a New Jersey limited liability company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the shares of Common Stock
represented by certificates for Common Stock or shares of Common Stock
represented by ownership statements issued with respect to uncertificated shares
of Common Stock ("Ownership Statement") outstanding as of the Record Date, by
such Common Stock certificate or Ownership Statement together with a copy of
this Summary of Rights attached thereto. Unitrin, Inc. and its subsidiaries
currently own approximately 44% of the outstanding shares of Common Stock. The
Rights Agreement does not affect the Unitrin companies so long as they do not
acquire beneficial ownership of additional shares of Common Stock in excess of
1% of the outstanding shares of Common Stock at such time.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
or Ownership Statements issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, or the transfer of any
shares of Common Stock represented by an Ownership Certificate outstanding on
the Record Date, in either case with or without such notation or a copy of this
Summary of Rights, will also, except as otherwise provided, constitute the
transfer of the Rights associated with the shares of Common Stock represented by
such certificate or Ownership Statement. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
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Stock as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire no later than November 6, 2010 (the "Final Expiration
Date"), unless the Final Expiration Date is amended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below,
and the Rights will expire at such time as the merger to be effected pursuant to
the Agreement and Plan of Merger dated as of November 6, 2000, by and among the
Company, Unitrin, Inc., a Delaware corporation and CW Disposition Company, a
Delaware corporation, is consummated.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then-current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Preferred Stock will be entitled,
when, as and if declared, to a minimum preferential quarterly dividend payment
of $1.00 per share but will be entitled to an aggregate dividend of 1,000 times
the dividend declared per share of Common Stock. In the event of liquidation,
the holders of the Preferred Stock will be entitled to a minimum preferential
liquidation payment equal to the greater of (i) $1,000 per share (plus any
accrued but unpaid dividends) and (ii) an aggregate payment of 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
one vote, and will vote together with the Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which shares of Common Stock
are converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend and
liquidation rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock, except that each one one-thousandth of a
share of Preferred Stock will only have one one-thousandth of a vote.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision will be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person or any affiliate or associate of the Acquiring
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Person or certain other transferees (which will thereupon become void), will
thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of shares of Common Stock, or
that number of one one-thousandths of a share of the Preferred Stock, having a
market value of two times the exercise price of the Right.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person or any affiliate or
associate of the Acquiring Person or certain other transferees, which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which number of shares at the time of such
transaction will have a market value of two times the exercise price of the
Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding shares of Common Stock or the occurrence of an event described
in the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or one one-thousandth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges, other than voting rights), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the Company
may, except with respect to the redemption price, amend the Rights in any
manner. After the Rights are no longer redeemable, the Company may, except with
respect to the redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
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Item 2. Exhibits.
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4. Rights Agreement, dated as of November 6, 2000, between the
Company and Chase Mellon Shareholder Services, L.L.C., as
Rights Agent, which includes the form of Certificate of
Designations with respect to the Series A Participating
Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Shares of
Preferred Stock as Exhibit C.
99. Press Release dated November 6, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CURTISS-WRIGHT CORPORATION
DATED: November 9, 2000 By: /s/ Robert A. Bosi
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Name: Robert A. Bosi
Title: Vice President - Finance
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