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) November 6, 2000
Curtiss-Wright Corporation
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-134 13-0612970
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1200 Wall Street West 07071
Lyndhurst, New Jersey
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 896-8400
<PAGE>
Item 5. Other Events
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 Stock as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
<PAGE>
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 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 Preferred Stock, having a market value of two times the exercise price
of the Right.
<PAGE>
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.
<PAGE>
Item 7. Exhibits.
4. Rights Agreement, dated as of November 6, 2000, between the
Company and ChaseMellon 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
CURTISS-WRIGHT CORPORATION
DATED: November 9, 2000 By: /s/ Robert A. Bosi
--------------------------
Name:Robert A. Bosi
Title:Vice President - Finance
<PAGE>
