<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CURTISS-WRIGHT CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
CURTISS-WRIGHT CORPORATION
1200 WALL STREET WEST, LYNDHURST, NEW JERSEY 07071
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
CURTISS-WRIGHT CORPORATION:
Notice is hereby given that the Annual Meeting of Stockholders of
Curtiss-Wright Corporation, a Delaware corporation, will be held at the Novotel
Meadowlands Hotel, One Polito Avenue, Lyndhurst, New Jersey on Friday, April 7,
2000, at 2:00 p.m., for the following purposes:
(1) To elect eight directors, each to hold office until the next Annual
Meeting of Stockholders and until his or her successor shall have been
elected and shall qualify;
(2) To appoint independent accountants for the current year,
PricewaterhouseCoopers LLP having been nominated as such by the Board of
Directors; and
(3) To consider and transact such other business as may properly come
before the meeting.
Only record holders of common stock at the close of business on March 1,
2000 are entitled to notice of and to vote at the meeting. A list of such
holders will be available for examination by any stockholder at the meeting and
at the offices of the Corporation, 1200 Wall Street West, Lyndhurst, New Jersey
07071, during the ten days preceding the meeting date.
All stockholders are cordially invited to attend the meeting in person.
Stockholders who plan to attend the meeting in person are nevertheless requested
to sign and return their proxies to make certain that their stock will be
represented at the meeting should they be prevented unexpectedly from attending.
By Order of the Board of Directors,
BRIAN D. O'NEILL
Secretary
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FILL IN, SIGN
AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
March 2000
<PAGE>
CURTISS-WRIGHT CORPORATION
1200 WALL STREET WEST, LYNDHURST, NEW JERSEY 07071
PROXY STATEMENT
This Proxy Statement is being furnished by Curtiss-Wright Corporation
(hereinafter called the 'Corporation' or the 'Company') on or about March 8,
2000 in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders to be held at the time and place and for the purposes
set forth in the foregoing Notice of Annual Meeting of Stockholders.
As of March 1, 2000, the record date for determining the holders of common
stock entitled to notice of and to vote at the Annual Meeting, there were
10,046,869 shares of common stock outstanding and entitled to vote at the Annual
Meeting. Each share of stock is entitled to one vote.
The proxy card provides space for a stockholder to withhold voting for any
or all nominees for the Board of Directors, and to abstain from voting for the
appointment of independent accountants. The election of directors requires a
plurality of the votes cast while the approval of the appointment of independent
accountants requires the affirmative vote of a majority in interest of the
stockholders present in person or by proxy and entitled to vote. Abstentions and
broker non-votes are counted for purposes of determining whether a quorum is
present at the meeting. An abstention will be treated as a negative vote with
respect to each matter other than the election of a director as to whom the
stockholder abstained. As to broker non-votes, if a broker indicates on the
proxy that it does not have discretionary authority to vote on a particular
matter, the shares represented by the non-votes will not be considered as
present and entitled to vote with respect to that matter.
Where a specific designation is given in the proxy with respect to the vote
on the election of directors or the appointment of independent accountants, the
proxy will be voted in accordance with such designation. If no such designation
is made, the proxy will be voted in favor of the directors named below and in
favor of the appointment of independent accountants. Any proxy given pursuant to
this solicitation may be revoked by the stockholder giving it at any time before
its use by delivering to the Secretary of the Corporation at the above address
of the Corporation, written notice of revocation or a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
PERSONS MAKING THE SOLICITATION
This solicitation of proxies is made on behalf of the Board of Directors of
the Corporation, and the cost thereof will be borne by the Corporation. The
Corporation will reimburse brokerage firms and nominees for their expenses in
forwarding proxy material to beneficial owners of the stock of the Corporation.
In addition, a number of employees, officers and directors of the Corporation
(none of whom will receive any compensation therefore in addition to his regular
compensation) may solicit proxies. The solicitation will be made by mail,
telephone, telegram, facsimile and other electronic communication, and personal
interviews may be utilized.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholders of the Corporation may submit proper proposals for inclusion in
the Corporation's proxy statement and for consideration at the next annual
meeting of its stockholders by submitting their proposals in writing to the
Secretary of the Corporation in a timely manner. In order to be included in the
Corporation's proxy materials for the annual meeting of stockholders to be held
in the year 2001, stockholder proposals must be received by the Secretary of the
Corporation no later than November 8, 2000, and must otherwise comply with the
requirements of Rule 14a-8 of the Securities Exchange Act of
<PAGE>
1934, as amended (the 'Exchange Act'). All notices of proposals by stockholders,
whether or not included in the Corporation's proxy materials, should be sent to
Curtiss-Wright Corporation, 1200 Wall Street West, Lyndhurst, New Jersey 07071,
Attention: Corporate Secretary. The attached proxy card grants the proxy holders
discretionary authority to vote on any matter raised at the Annual Meeting.
Pursuant to amended SEC Rule 14a-4(c)(1), the Corporation shall exercise
discretionary voting authority to the extent conferred by proxy with respect to
shareholder proposals received after January 8, 2000.
ELECTION OF DIRECTORS
At this Annual Meeting eight directors are to be elected, each to hold
office until the next Annual Meeting of Stockholders and until his or her
successor shall have been duly elected and shall qualify. Each nominee has been
recommended for election by the Nominating Committee of the Board of Directors
and by the Board. In the event that any such nominee should become unavailable
for election, the persons named in the proxy may vote for the election of a
substitute nominee. However, the Board of Directors has no reason to believe
that any of the nominees described below will be unavailable for election.
2
<PAGE>
The following information is provided as of March 1, 2000 with respect to
each nominee for election as a director.
<TABLE>
<CAPTION>
YEAR
BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATION FOR LAST FIVE FIRST
YEARS; DIRECTORSHIPS IN PUBLIC CORPORATIONS AND ELECTED
NAME INVESTMENT COMPANIES; AGE DIRECTOR
---- ---------------------------------------------------------------------- --------
<S> <C> <C>
Martin R. Benante Director, Curtiss-Wright Corporation since April 1999; President and 1999
Chief Operating Officer of Curtiss-Wright Corporation since April
1999; formerly Vice-President of the Corporation since April 1996;
formerly President of Curtiss-Wright Flow Control Corporation from
March 1995 to April 1999, Age 47.
James B. Busey IV Aviation safety and security consultant, April 1996-present; Director, 1995
Mitre Corporation since February 1995; Director, Texas Instruments,
Incorporated since July 1993; President and Chief Executive Officer of
Armed Forces Communications and Electronics Association, September
1993-April 1996; Age 67.
David Lasky Chairman of the Board of Directors of Curtiss-Wright Corporation since 1993
May 1995 and President from 1993 to April 1999; Director, Primex
Technologies, Inc. since January 1997. Age 67.
S. Marce Fuller Director, Southern Energy, Inc. since July 1999; President and Chief --
Executive Officer of Southern Energy, Inc. since July 1999; President
and Chief Executive Officer of Southern Company Energy Marketing, G.
P., L.L.C., February 1998 -- November 1999; Chief Executive Officer of
Southern Company Energy Marketing, G. P., L. P., September
1997-October 1998; Executive Vice-President of Southern Energy, Inc.
from October 1998 to July 1999; Senior Vice President of Southern
Energy, Inc. from May 1996 to September 1998; Vice President of
Southern Energy, Inc. 1994-1996; Age 39.
William B. Mitchell Director, Mitre Corporation since May 1997; Director, Primex 1996
Technologies, Inc. since January 1997; Vice Chairman, 1993-1996,
Director, 1990-1996 and Executive Vice President, 1987-1993 of Texas
Instruments Incorporated; Chairman, American Electronics Association,
September 1995-September 1996; Age 64.
John R. Myers Chairman, Tru-Circle Corporation since June 1999; Director, Iomega 1996
Corporation since 1994; limited partner of Carlisle Enterprises, a
venture capital group, since 1993; Consultant, UNC, Inc.,
August-December 1996; Chairman of the Board of Garrett Aviation
Services, 1994-1996; Age 62.
William W. Sihler Professor of Business Administration, Darden Graduate School of 1991
Business Administration, University of Virginia. Age 62.
J. McLain Stewart Director, McKinsey & Company, Management Consultants, until 1997. Age 1989
83.
</TABLE>
CERTAIN LEGAL PROCEEDINGS
On January 14, 1999, Mobile Energy Services Company, LLC (MESC) and its
parent company Mobile Energy Services Holdings, Inc. (MESH) -- both subsidiaries
of Southern Company -- filed voluntary petitions for Chapter 11 bankruptcy
relief in the U.S. Bankruptcy Court for the Southern District of Alabama.
Ms. Fuller has served as a vice president of MESC since 1995 and she served as
president and chief executive officer of MESH from August 1997 to January 1999.
MESC was and is the owner and operator of a facility that was designed to
generate electricity, produce steam, and process black liquor as part of a pulp,
paper, and tissue complex in Mobile, Alabama. MESH purchased that facility from
Kimberly-Clark Tissue Company (KCTC) (formerly Scott Paper Company) in 1994 and
transferred that facility to MESC in 1995. KCTC continues to own the pulp and
tissue mills, and S.B. Warren Alabama L.L.C. (Warren) owns the paper mill. MESC
(as
3
<PAGE>
assignee of MESH) had entered into long term operating and energy services
agreements with KCTC and Warren in late 1994 under which it provided power,
steam, and liquor processing services to the tissue mill, pulp mill and paper
mill. The bankruptcy filings were in direct response to KCTC's announcement in
May 1998 of plans to close its pulp mill, effective September 1, 1999. On
February 8, 2000 MESC, MESH and KCTC entered into a comprehensive, conditional
settlement agreement, approved by the Bankruptcy Court, under which the claims
of MESC and MESH against KCTC have been conditionally resolved.
BENEFICIAL OWNERSHIP
The following table sets forth information concerning the ownership of
common stock of the Corporation by each director and nominee, each of the
executive officers named in the Summary Compensation Table below and all
directors and executive officers as a group, as of February 1, 2000. The shares
are owned directly and the owner has the sole voting and investment power in
respect thereof. As of February 1, 2000, none of these individuals owned any
common stock of Unitrin, Inc. or Argonaut Group, Inc. (For information in
respect of the relationship among Unitrin, Inc., Argonaut Group, Inc., and the
Corporation, see pages 19 and 20).
<TABLE>
<CAPTION>
% OF
NUMBER OF SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
------------------------ ------------------ ------------
<S> <C> <C>
Martin R. Benante........................................... 14,571(1) (2)
Thomas R. Berner............................................ 1,778(3) (2)
Robert A. Bosi.............................................. 21,086(4) (2)
James B. Busey IV........................................... 1,785(5) (2)
David Lasky................................................. 111,382(6) 1%
S. Marce Fuller............................................. -0- -0-
William B. Mitchell......................................... 1,670(5) (2)
John R. Myers............................................... 516(5) (2)
Gerald Nachman.............................................. 64,862(7) (2)
William W. Sihler........................................... 982(5) (2)
J. McLain Stewart........................................... 916(8) (2)
George J. Yohrling.......................................... 21,380(9) (2)
Directors and Executive Officers as a group (15 persons).... 268,467(10) 2.6%
</TABLE>
- ---------
(1) Of the total number of shares, 12,637 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(2) Less than one percent.
(3) Includes 516 shares of restricted common stock issued pursuant to the
Corporation's 1996 Stock Plan for Non Employee Directors and 380 shares
owned by Nancy Berner, wife of Mr. Berner. Mr. Berner denies that he is the
beneficial owner of the shares owned by his wife. Mr. Berner's term as
Director of the Corporation will expire at the Annual Meeting of
Stockholders on April 7, 2000.
(4) Of the total number of shares, 17,552 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(5) Includes 516 shares of restricted common stock issued pursuant to the
Corporation's 1996 Stock Plan for Non-Employee Directors.
(footnotes continued on next page)
4
<PAGE>
(footnotes continued from previous page)
(6) Of the total number of shares, 59,540 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporations 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(7) Of the total number of shares, 30,876 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(8) This consists of 516 shares of restricted common stock issued pursuant to
the Corporation's 1996 Stock Plan for Non-Employee Directors and 400 shares
which are indirectly beneficially owned as custodian pursuant to the
Uniform Gift to Minors Act.
(9) Of the total number of shares, 14,661 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
(10) Of the total number of shares, 154,945 represents the number of shares that
may be acquired within 60 days upon the exercise of options granted under
the Corporation's 1985 Stock Option Plan and 1995 Long-Term Incentive Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 1999, there were no material proceedings to which any
director, nominee, or executive officer of the Corporation was a party adverse
to the Corporation or any of its subsidiaries or had a material interest or had
a material interest adverse to the Corporation. No Director, nominee or
executive officer has been indebted in excess of $60,000 to the Corporation or
any of its subsidiaries during the last fiscal year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During fiscal year 1999, a number of stock transactions for Adm. (Ret) James
B. Busey IV were inadvertently not reported in a timely manner when he acquired
an insignificant number of shares through a dividend reinvestment plan
established by his broker. Once aware of the deficiency, Adm. Busey filed a
timely Form 5 to correct the deficiency and accurately report his ownership
position in the Corporation. Based solely on its review of copies of filings
under Section 16(a) of the Exchange Act, as amended, received by it, or written
representations from certain reporting persons, the Corporation believes that
during fiscal 1999, with exception of the above-noted discrepancy, all other
Section 16 filing requirements were met.
OPERATION OF BOARD OF DIRECTORS AND COMMITTEES
During 1999 the Board of Directors held seven meetings. All of the directors
attended at least 94% of the aggregate of all meetings in 1999 of the Board of
Directors and Committees on which they served.
The Audit Committee of the Board of Directors, presently consisting of
Messrs. William W. Sihler, James B. Busey IV and William B. Mitchell, met two
times during 1999. The Committee's functions include the following: making
recommendations to the Board as to the nomination of independent accountants for
appointment by the stockholders; reviewing annual financial statements of the
Corporation prior to their publication; reviewing the report by the independent
accountants concerning the prior year's audit and management's response thereto;
and consulting with the independent accountants and management concerning
internal accounting controls.
The Executive Compensation Committee, presently consisting of Messrs. John
R. Myers, Thomas R. Berner, and J. McLain Stewart, met three times during 1999.
This Committee reviews compensation
5
<PAGE>
of elected officers prior to submission to the Board; establishes specific
awards to be made to individuals under the Corporation's Modified Incentive
Compensation Plan and the Corporation's 1995 Long-Term Incentive Plan; and
reviews the establishment and/or amendment of executive compensation plans,
including the Curtiss-Wright Corporation Savings and Investment Plan.
The Nominating Committee, presently consisting of Messrs. J. McLain Stewart,
James B. Busey IV and John R. Myers, met twice in 1999. Its responsibilities
include the following: (i) recommending to the Board of Directors nominees for
election as directors; (ii) establishing procedures for identifying candidates
for the Board and periodically reviewing potential candidates; and
(iii) recommending to the Board criteria for Board membership. Any stockholder
may recommend nominees to the Committee for consideration by writing to the
Secretary of the Corporation. Such submission should include the full name and
address of each proposed nominee, a statement of his or her business experience
and qualifications and a written statement from the proposed nominee consenting
to his or her nomination and agreeing to serve if elected.
INDEPENDENT ACCOUNTANTS
The Board of Directors has nominated the firm of PricewaterhouseCoopers LLP
for appointment by the stockholders as independent accountants for the purpose
of auditing and reporting upon the financial statements of the Corporation for
its fiscal year ending December 31, 2000, subject to the approval of its
appointment by stockholders at the Annual Meeting. The firm of
PricewaterhouseCoopers LLP was engaged in 1992 and has served in this capacity
for the Corporation through the fiscal year ended December 31, 1999. The
selection of PricewaterhouseCoopers LLP to serve as independent accountants of
the Corporation was based upon a recommendation by the Audit Committee of the
Board of Directors and was approved by the full Board. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of
Stockholders to make such statements and answer such questions as are
appropriate.
If the stockholders fail to so appoint PricewaterhouseCoopers LLP, the Board
of Directors, pursuant to the By-Laws of the Corporation, will appoint other
independent accountants to perform such duties for the current fiscal year. It
is not contemplated that such appointment of other independent accountants would
be submitted to the stockholders for ratification. The appointment of
independent accountants to serve with respect to the year 2001 would be acted
upon by the stockholders at their Annual Meeting early in that year.
6
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF EXECUTIVE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Executive Compensation Committee (the 'Committee') of the Board of
Directors is responsible for the administration of the executive compensation
program of the Corporation. The Committee is composed of three independent
non-employee directors who are not eligible to participate in the Corporation's
compensation plans for employees.
In 1999 the compensation of the executive officers of the Corporation
consisted of salary, cash bonus awards under the Modified Incentive Compensation
Plan (the 'Bonus Plan') of the Corporation and non-qualified stock options and
performance units pursuant to the Corporation's 1995 Long-Term Incentive Plan.
The amount of compensation for each of these elements is arrived at through
consideration of a number of objective and subjective factors.
SALARY
Officer salaries are subject to annual review by the Committee and are
adjusted on the basis of competitive salary ranges for the officers' positions,
individual performance and the officers' contributions to the Corporation. Also
considered in 1999 were survey data related to compensation of officers in the
Corporation's peer group of companies and the recommendations of the
Corporation's compensation consultant as to appropriate target salary levels for
the Corporation's officers and each officer's years of service and total
compensation received in 1998 and 1997. A number of objective financial measures
of performance, corporate or business unit, as appropriate, were also
considered. The Board acts upon the recommendations of the Committee as to
salary adjustments. In determining Mr. Lasky's salary the Committee took into
account the compensation paid by other corporations of similar size and nature
and Mr. Lasky's years of service and other non-salary compensation. The
Committee also considered specific measures of corporate performance, including
return on assets, return on capital employed, return on equity, and operating
cash flow, both for the full years 1998 and 1997, and on a year-to-date basis,
for 1999. In 1999, Mr. Lasky's annual salary rate was modestly increased by the
Committee to bring Mr. Lasky's annual salary rate more in line with the salaries
paid by other corporations of similar size and nature to their chief executive
officers of similar years of service.
BONUS
In 1998, the Corporation modified the Bonus Plan to align the awards granted
under the Bonus Plan with the performance of the Corporation and its business
units as well as place a value on individual achievements. Payments under the
Bonus Plan are made both to officers and a broad group of other key employees
('Participants'). The amount of the annual bonus paid to each Participant,
including Mr. Lasky, under the Bonus Plan is based on the attainment of
performance objectives agreed to by senior management, and the Committee early
in the fiscal year. The 1999 round of bonus awards was made early in the year,
and was based on performance during 1998. Early in the year, each Participant in
the Bonus Plan is notified of a pre-set bonus range, including a threshold level
below under which no bonus will be paid, a target at which the full
'contemplated' bonus would be paid and a maximum award level above the target
level. The threshold level is pre-set at approximately 50% of the target and the
maximum is set at 200% of the target. Sixty percent (60%) of each bonus award is
based on a pre-established quantitative objective ('business unit's operating
earnings' as defined in the Long Term Incentive Plan) and forty percent (40%) on
pre-established individual qualitative objectives. A target level of operating
earnings was proposed by senior management and approved by the Committee. In
addition to the quantitative factor, the Committee also considered the success
of each Participant in attaining their pre-agreed qualitative performance
objectives for the year. The qualitative objectives are non-financial in nature,
but are measurable and weighted as appropriate to their relative importance to
the success of the Corporation.
7
<PAGE>
LONG TERM INCENTIVE AWARDS
In 1999 the Awards made under the Long Term Incentive Plan consisted of
stock options and performance units. Made to a broad group of key employees in
addition to corporate officers, they are intended to attract and retain highly
qualified key employees and to provide those employees with an additional
incentive to work over a longer period toward increasing the value of the
Corporation and improving the results of the business units with which they are
associated.
In making the 1999 long term incentive target awards the Committee
considered the effect that the efforts of the recipients could have on the
growth of the Corporation and their value to the business. In awarding
performance units to its key employees and executive officers, the Committee
considered specific objectives relating to the gross average annual sales of the
individual business unit or the Corporation as a whole, as appropriate, over the
three year period ending December 31, 2002 and to the average annual return on
capital, as defined, during the same period for the respective organizations.
The Committee also considered the amount of 1998 and 1999 base pay, the annual
bonus received by the awardees in each of those years and the 1998 stock options
and performance unit awards that each had received.
In awarding stock options to its key employees and executive officers, the
Committee considered the effect such persons' efforts could have on the growth
of the corporation. Options were granted with an exercise price of 100% of the
market price on the date of grant. The options are exercisable to the extent of
one third of the total number of shares covered beginning on the first
anniversary of the grant, two thirds from the second anniversary and in full
after the third anniversary.
While to some degree grants were based on subjective factors relating to the
performance of individuals, in 1999 the Committee continued the practice of
having Long Term Incentive Plan awards bear a relationship to base salary, based
on the target percentages previously suggested by the Corporation's compensation
consultant. Recommendations previously supplied by the Corporation's
compensation consultant also confirmed that awards of the size granted under the
1995 Long-Term Incentive Plan were fair and reasonable and consistent with
corresponding awards made by other corporations.
In making target awards of long-term incentive compensation to Mr. Lasky,
the Committee considered factors beyond those applicable to other officers. In
effect, the 1999 target awards of long-term compensation granted to Mr. Lasky in
April 1999 represented a supplemental award to the award made to him the prior
year. The Committee made these awards to Mr. Lasky to provide a further
incentive for him to continue his efforts to advance the interests of the
Corporation. Mr. Lasky's implementation of a strategic planning process and the
progress that continues to be made in identifying and exploring growth
opportunities were considered, as was the impact Mr. Lasky's efforts could have
on future growth. The Committee also considered the compensation awarded other
chief executive officers, as reported by a compensation consultant advising the
Corporation with respect to its overall executive compensation program. A number
of objective financial measures of corporate performance were also considered.
No long term incentive target awards were made to Mr. Lasky at the time target
awards were granted to other officers in November 1999. At that time, the
Committee deferred the consideration of Mr. Lasky's target awards until the year
2000, so as to determine the most appropriate form of long-term compensation for
him.
JOHN R. MYERS, Chairman
THOMAS R. BERNER
J. MCLAIN STEWART
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following table contains information concerning the five most highly
compensated executive officers of the Corporation.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------
AWARDS
------------------
ANNUAL COMPENSATION (g)
(a) --------------------------- SECURITIES (i)
NAME AND PRINCIPAL (b) (c) (d) UNDERLYING ALL OTHER
POSITION YEAR SALARY(1) BONUS OPTIONS COMPENSATION(2)
-------- ---- --------- ----- ------- ---------------
(NUMBER OF SHARES)
<S> <C> <C> <C> <C> <C>
David Lasky, Chairman and 1999 $442,308 $275,000 7,759 $4,634
Chief Executive Officer 1998 $441,300 $275,000 15,941 $4,634
of Curtiss-Wright Corp. 1997 $416,300 $198,000 13,422 $5,012
Martin R. Benante, President 1999 $232,577 $ 81,840 14,987 $3,505
and Chief Operating Officer 1998 $181,000 $ 66,000 4,150 $2,537
of Curtiss-Wright Corp. 1997 $163,700 $ 56,000 2,908 $2,609
Gerald Nachman, Executive 1999 $330,000 $243,950 8,603 $2,794
V.P. of Curtiss-Wright Corp.; 1998 $337,200 $170,000 7,844 $2,942
President, Metal Improvement 1997 $308,500 $135,000 6,040 $3,400
Company, Inc.
George J. Yohrling, V.P. of 1999 $232,300 $ 59,299 5,735 $1,321
Curtiss-Wright Corp.; 1998 $223,400 $ 68,000 5,061 $1,251
President, Curtiss-Wright 1997 $193,100 $ 60,000 3,132 $1,261
Flight Systems, Inc.
Robert A. Bosi, V.P.-Finance 1999 $172,892 $ 73,500 3,780 $3,541
of Curtiss-Wright Corp. 1998 $170,000 $ 70,000 3,543 $3,424
1997 $157,000 $ 58,000 1,454 $3,639
</TABLE>
- ---------
(1) Includes salaries and amounts deferred under the Corporation's Savings and
Investment Plan and Executive Deferred Compensation Plan.
(2) Includes premium payments for executive life insurance paid by the
Corporation during the covered fiscal year for term life insurance.
9
<PAGE>
PERFORMANCE UNITS
Pursuant to the Corporation's 1995 Long Term Incentive Plan, the Executive
Compensation Committee of the Board of Directors awarded performance units in
November 1999 to its executive officers, senior managers and other key
employees.
Performance units are denominated in dollars and payable in cash three years
after their award date, contingent upon attaining an average annual return on
capital and an average annual growth rate based upon objectives established by
the Executive Compensation Committee of the Board of Directors. Awards to
employees of the Corporation's business units are based on the extent to which
these objectives are achieved by the business unit, or units, with which the
employees are affiliated. Awards to employees of the corporate office are based
on the extent to which the Corporation as a whole achieves these objectives.
The values shown below reflect the potential value at a target value of one
dollar per unit payable at the end of the three-year performance period if the
Corporation's average return on capital and average annual growth rate
objectives are attained. The chart also reflects the fact that each unit may
prove to be worth approximately two dollars if both performance targets are
substantially exceeded, or nothing at all, depending upon the extent to which
the performance targets are not met.
AWARD OF PERFORMANCE UNITS
<TABLE>
<CAPTION>
NUMBER OF MINIMUM MAXIMUM PERFORMANCE
NAME UNITS VALUE TARGET VALUE VALUE(1) PERIOD
---- ----- ----- ------------ -------- ------
<S> <C> <C> <C> <C> <C>
D. Lasky........................... 1999 - 67,500 $0 $ 67,500 $137,025 2000 - 2002
1998 - 157,500 $0 $157,500 $319,725 1999 - 2001
1997 - 150,000 $0 $150,000 $304,500 1998 - 2000
M. Benante......................... 1999 - 140,250 $0 $140,250 $284,708 2000 - 2002
1998 - 41,000 $0 $ 41,000 $ 83,230 1999 - 2001
1997 - 32,500 $0 $ 32,500 $ 65,975 1998 - 2000
G. Nachman......................... 1999 - 82,500 $0 $ 82,500 $167,475 2000 - 2002
1998 - 77,500 $0 $ 77,500 $157,325 1999 - 2001
1997 - 67,500 $0 $ 67,500 $137,025 1998 - 2000
G. Yohrling........................ 1999 - 55,000 $0 $ 55,000 $111,650 2000 - 2002
1998 - 50,000 $0 $ 50,000 $101,500 1999 - 2001
1997 - 35,000 $0 $ 35,000 $ 71,050 1998 - 2000
R. Bosi............................ 1999 - 36,250 $0 $ 36,250 $ 74,095 2000 - 2002
1998 - 35,000 $0 $ 35,000 $ 71,050 1999 - 2001
1997 - 32,500 $0 $ 32,500 $ 65,975 1998 - 2000
</TABLE>
- ---------
(1) The performance units are denominated in dollars and are contingent upon
satisfaction of performance objectives keyed to profitable growth over a
period of three fiscal years commencing with the fiscal year following such
awards. Based upon the satisfaction of the performance objectives, the value
of the units is determined by comparing the number of units to the number of
objectives satisfied and assigning a percentage from a pre-established
matrix. The maximum percentage available is 203%.
10
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
PURSUANT TO THE CORPORATION'S 1995 LONG-TERM INCENTIVE PLAN
<TABLE>
<CAPTION>
% OF TOTAL
SHARES OPTIONS
COVERED BY GRANTED EXERCISE
OPTIONS TO EMPLOYEES PRICE GRANT DATE
NAME GRANTED(1) IN 1999 PER SHARE EXPIRATION DATE PRESENT VALUE(2)
---- ---------- ------- --------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
David Lasky................... 7,759 6% $37.56 Apr. 29, 2009 $ 96,522
Martin R. Benante............. 3,908 11.7% $37.56 Apr. 29, 2009 $ 48,616
11,079 $37.84 Nov. 15, 2009 $148,348
Gerald Nachman................ 8,603 6.7% $37.84 Nov. 15, 2009 $115,194
George J. Yohrling............ 5,735 4.5% $37.84 Nov. 15, 2009 $ 76,792
Robert A. Bosi................ 3,780 2.9% $37.84 Nov. 15, 2009 $ 50,614
</TABLE>
- ---------
(1) Options were granted with an exercise price of 100% of the market price on
the date of grant. The options are exercisable to the extent of one third of
the total number of shares covered beginning on the first anniversary of the
grant, two thirds from the second anniversary and in full after the third
anniversary. The options are not transferable other than upon the death of
the optionee, in which case they are transferable pursuant to a designation
of the optionee, or by will or by the laws of descent and distribution. If
the optionee terminates his or her employment the option expires upon such
event; however, if employment is terminated by early retirement under a
retirement plan of the Corporation, the option may be exercised within three
months following the date of retirement. If retirement occurs at age
sixty-five or thereafter, the option may be exercised within three years of
the date of retirement but no later than ten years following the option
grant date.
(2) These values were calculated using the Black-Scholes option pricing model.
The Black-Scholes model is a complicated mathematical formula, which is
widely used and accepted for valuing traded stock options. The model is
premised on immediate exercisability and transferability of the options.
This is not true for the Corporation's options granted to executive officers
and other employees. Therefore, the values shown are theoretical and are not
intended to reflect the actual values the recipients may eventually realize.
Any ultimate value will depend on the market value of the Corporation's
stock at a future date. In addition to the stock price at time of grant and
the exercise price, which are identical, and the ten-year term of each
option, the following assumptions were used to calculate the values shown:
expected dividend yield (1.37 percent (Nov) and 1.38 percent (Apr), the
current yield of the Corporation's common shares on the grant date),
expected stock price volatility (25.06 percent (Nov) and 23.46 percent (Apr)
, the most recent volatility for the month-end stock prices of the
Corporation's common shares for the preceding 3 years), and risk-free rate
of return (6.09 percent (Nov) and 5.39 percent (Apr) equal to the yield on a
7-year U.S. Treasury bond on the option grant date).
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(d)
NUMBER OF (e)
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
(b) YEAR-END YEAR-END(1)
SHARES (c) -------- -----------
(a) ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
David Lasky...................... 0 $0 59,540/22,860 $744,652/$0
Martin R. Benante................ 0 $0 12,637/18,722 $154,153/$0
Gerald Nachman................... 0 $0 30,876/15,845 $399,817/$0
George J. Yohrling............... 0 $0 14,661/10,153 $178,155/$0
Robert A. Bosi................... 0 $0 17,552/7,111 $239,803/$0
</TABLE>
- ---------
(1) Calculated by determining the difference between the fair market value of
the common stock underlying the options on December 31, 1999 ($36.875, the
closing price on the New York Stock Exchange Composite Transactions) and the
exercise price of the options on that date.
TERMINATION OF EMPLOYMENT
Pursuant to a policy designed to retain key employees established by the
Corporation's Board of Directors in 1977, the Corporation has agreements with
Messrs. Lasky, Benante, Nachman, Yohrling, and Bosi, which provide for the
payment by the Corporation of severance pay, in the case of involuntary
termination of employment other than for cause, in an amount equal to one year's
base salary at the time of termination, as well as the continued availability of
certain employee benefits, for a period of one year following termination. The
agreements provide that such severance pay and benefits also would be made
available in the case of voluntary retirement or termination of employment,
which is the direct result of a change in the terms or conditions of employment,
including a reduction in compensation or in job responsibilities. At the option
of the employee, said amount of severance pay may be paid over the two-year
period following such termination, in which case such employee benefits would
continue in effect for the same period. Under the agreements, the payment of
severance pay, and the availability of benefits, is contingent upon a number of
conditions, including the employee's performance of his agreements with respect
to providing consulting services and not entering into competition with the
Corporation.
Consistent with the Corporation's policy designed to retain key employees,
the Corporation also has severance protection agreements with Messrs. Lasky,
Benante, Nachman, Yohrling and Bosi, which provide for payment of severance pay
equal to two times the sum of the executive's base salary and average annual
bonus over a three-year period and the continued availability of certain
employee benefits for a period of two years following termination of employment,
in each case if employment is terminated within twenty-four months following a
change in control of the Corporation. The agreements further provide for the
vesting of all benefits accrued through the termination of employment in the
Corporation's Retirement and Retirement Benefits Restoration Plans; provided
however, that if vesting under any such Plan is not permitted by applicable law,
an actuarially determined lump sum shall be paid in an amount equaling the
non-vested benefit under the applicable plan. The agreements further provide
that upon a change in control any previously awarded performance units under the
Corporation's 1995 Long-Term Incentive Plan shall be paid on a pro-rata basis
for the period of employment and that previously awarded stock options shall
become fully vested and exercisable. The severance pay and benefits under the
severance protection agreements are in lieu of any that would have been provided
under the immediately preceding paragraph of this Proxy Statement.
12
<PAGE>
RETIREMENT PLAN
The Corporation's Retirement Plan is a tax qualified, defined benefit,
trustee plan. The Plan is non-contributory and covers most employees, including
the Corporation's executive officers. On September 1, 1994 the Corporation
amended this Plan. Benefits accrued as of August 31, 1994 were transferred into
the amended Plan. As of September 1, 1994 the following monthly pension benefits
had been accrued: David Lasky, $12,909; Gerald Nachman, $11,885; George J.
Yohrling, $2,559; Martin R. Benante, $137; and Robert A. Bosi, $972. These
benefits are indexed to reflect increases in compensation, as defined, from that
date forward. The Plan as amended provides for an annual benefit at age 65 of
1.5% times the five year final average compensation in excess of social security
covered compensation plus 1% of the five year final average compensation up to
social security covered compensation, in each case multiplied by the
participant's years of service after September 1, 1994, not to exceed 35. In
addition, a participant earns a pay-based cash balance credit equal to 3% of his
or her compensation.
The chart below illustrates the estimated aggregate amount of annual
benefits on a straight life annuity basis attributable to service on or after
September 1, 1994 that would be payable on retirement at age 65 to an employee
in the compensation classification specified, under various assumptions as to
compensation and years of service. The current compensation covered by the
Retirement Plan is substantially equivalent to the cash compensation reported
under the headings entitled 'Salary' and 'Bonus' on page 9 of this Proxy
Statement for the executive officers listed there.
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
COMPENSATION 15 20 25 30 35
- ------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$125,000 .................................. $ 25,493 $ 33,990 $ 42,488 $ 50,985 $ 59,484
150,000 .................................. 31,118 41,490 51,863 62,235 72,608
175,000 .................................. 36,743 48,990 61,238 73,485 85,732
200,000 .................................. 42,368 56,490 70,613 84,735 98,856
225,000 .................................. 47,993 63,990 79,988 95,985 111,980
250,000 .................................. 53,618 71,490 89,363 107,235 125,104
300,000 .................................. 64,868 86,490 108,113 129,735 151,352
400,000 .................................. 87,368 116,490 145,613 174,735 203,848
450,000 .................................. 98,618 131,490 164,363 197,235 230,096
500,000 .................................. 109,868 146,490 183,113 219,735 256,344
550,000 .................................. 121,118 161,490 201,863 242,235 282,592
</TABLE>
Under the Employee Retirement Income Security Act of 1974 ('ERISA'), many
employees elect a survivor option payable to the employee's spouse and, as a
consequence, the amount actually received on retirement by such employee would
be less than indicated above. The Internal Revenue Code provides that effective
January 1, 2000 the maximum allowable annual benefit under the Retirement Plan
is $135,000 (adjusted for each year of employment beyond age 65) and the maximum
allowable annual compensation that may be included in the calculation of a
benefit under the Retirement Plan is $170,000. These limits are substantially
lower than the maximum amounts shown above. Accordingly, the Corporation
maintains a Retirement Benefits Restoration Plan (the 'Restoration Plan')
whereby all participants in the Retirement Plan whose benefits or compensation
under the Retirement Plan would exceed the limitations imposed by the Internal
Revenue Code will receive a supplemental retirement benefit equal to the excess
of the benefit which would have been payable to them under the Retirement Plan
but for said limitations, over the amount payable under the generally applicable
formulas of the Retirement Plan, given said limitations. Such supplemental
benefit is not funded. The amounts set forth above include amounts payable
pursuant to the Restoration Plan. Benefit amounts are not subject to reduction
for any Social Security benefits to which Plan participants may be entitled.
Credited years of service under the Retirement Plan at December 31, 1999 are as
follows: David Lasky, 37 years; Gerald Nachman, 25 years; George J. Yohrling, 23
years; Martin R. Benante, 21 years; and Robert A. Bosi, 10 years. For each of
these persons as of said date, credited service for purposes of the pay-based
cash balance credit referred to above includes five years and four months under
the preceding chart.
13
<PAGE>
In the event of a change in control, the Corporation has agreed to fund a
'Rabbi' trust agreement between the Corporation and PNC Bank, N.A. dated January
30, 1998, which provides for the payment of the Corporation's obligation under
the Restoration Plan referred to in the preceding paragraph.
COMPENSATION OF DIRECTORS
Currently all directors who are not also employees of the Corporation
receive an annual director's fee of $20,000. After considering the compensation
paid by other corporations of similar size and nature, the meeting fees for
non-employee directors was increased in 1999 from $900 to $1,200 for every Board
and Committee meeting attended. Additionally, a new annual retainer for the
chairman of committees was adopted, at the rate of $3,000 per annum. The Board
of Directors also implemented a fee structure, not to exceed $2,000 per day, for
non-employee directors who provide services to the Corporation beyond the normal
duties of the director. Any such services must be authorized in advance by the
Board of Directors and requested by the Chairman of the Board. Pursuant to the
1996 Stock Plan for Non-Employee Directors (the 'Stock Plan for Directors')
non-employee directors may elect to receive their annual director's fees and
meeting fees in the form of common stock of the Corporation or in cash or both.
Elections have been made to receive shares in lieu of cash fees and to defer
receipt of said shares. In 1999, three non-employee directors received a portion
of their 1996 and 1997 deferred compensation under the Stock Plan for Directors
totaling an aggregate of 2,065 shares of the Corporation's Common Stock. The
aggregate balance of said deferred shares remaining in the Stock Plan for
Directors was 9,531 as of December 31, 1999. The shares issued to the three
non-employee directors are included in the table on page 4. The aggregate
balance of shares remaining in the Stock Plan for Directors has not been
included in the table on page 4, since these shares have not yet been issued. In
addition, in accordance with the terms of the Stock Plan for Directors each
non-employee director received 516 shares of common stock in 1996. These shares
are restricted for a period of five years from the date of grant and during that
period may not be sold or transferred and are subject to forfeiture if the
director resigns or declines to continue serving as such during that period.
These shares are included in the table on page 4. For each director who is not
an employee, the Corporation also provides group term life insurance coverage of
$50,000.
14
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder
returns (assuming the reinvestment of dividends) on common stock of the
Corporation with such returns of companies listed on the Russell 2000 Index and
the S & P Aerospace/Defense Index. The graph assumes $100 invested on December
31, 1994 in stock of the Corporation and the companies on each of these indices.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG CURTISS-WRIGHT CORP., THE RUSSELL 2000 INDEX
AND THE S&P AEROSPACE/DEFENSE INDEX
[PERFORMANCE CHART]
Curtiss-Wright S&P Aerospace/Defense Russell 2000
-------------- --------------------- ------------
12/31/94 $100 $100 $100
12/31/95 151 165 127
12/31/96 144 221 155
12/31/97 212 228 204
12/31/98 225 174 191
12/31/99 221 170 188
15
<PAGE>
SECURITY OWNERSHIP AND TRANSACTIONS WITH CERTAIN BENEFICIAL OWNERS
The following information is given with respect to the persons who, to the
knowledge of the Corporation, own beneficially more than 5% of any class of the
voting securities of the Corporation outstanding as of December 31, 1999.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ---------------- --------- --------
<S> <C> <C> <C>
Common Stock.......................... Unitrin, Inc. 4,382,400 shares 43%
One East Wacker Drive Direct
Chicago, Illinois 60601
Common Stock.......................... Argonaut Group, Inc. 822,200 shares 8.1%
1800 Avenue of the Stars Indirect
Los Angeles, Cal. 90067
Common Stock.......................... GAMCO Investors, Inc. 764,640 shares 7.5%
And Direct 3.7%
Gabelli Funds, Inc. 376,000 shares
Corporate Center at Rye Direct
Rye, NY 10580
Common Stock.......................... Royce & Associates, Inc. 853,000 shares 8.45%
And Direct
Royce Management Co. 1,500 shares Less
1414 Ave. of the Americas Direct than 1%
New York, NY 10019
</TABLE>
Amendment No. 3 dated December 12, 1996 to the Schedule 13D of Unitrin, Inc.
('Unitrin') and Trinity Universal Insurance Company ('Trinity'), a wholly-owned
subsidiary of Unitrin, reported that on December 4, 1996 Unitrin had purchased
2,118,984 shares of Curtiss-Wright Corporation common stock representing all of
Trinity's holdings of Curtiss-Wright's common stock. The amendment stated that
Unitrin had used general corporate funds to effect the purchase, that the shares
acquired were being held for investment, and that future investment
considerations by Unitrin might or might not result in the acquisition of
additional securities or the disposition of these securities. The amendment
further reported that Unitrin had sole voting and dispositive power as to the
4,382,400 shares of Curtiss-Wright common stock, which it owned. According to
Unitrin's proxy statement dated March 29, 1999, four of the eight Unitrin
directors are also directors of the Argonaut Group, Inc. ('Argonaut'), which is
referred to below, and beneficially own in the aggregate approximately 30% of
Unitrin's outstanding common stock.
A Schedule 13D dated October 9, 1986 of Argonaut and three of its
subsidiaries reported: (i) ownership by those subsidiaries of the 822,200 shares
of common stock shown above; (ii) that the stock had been acquired for
investment; (iii) that each of those subsidiaries shares with Argonaut voting
and dispositive power with respect to the stock owned by that subsidiary and
(iv) that Argonaut might be deemed a beneficial owner of this stock. According
to the proxy statement of Argonaut, dated April 27, 1999, four of its five
directors are also directors of Unitrin and beneficially own in the aggregate
approximately 27.6% of the outstanding common stock of the Argonaut. The four
Unitrin directors and the four Argonaut directors referred to above are the same
persons.
If Unitrin and Argonaut acted jointly, the aggregate total of 5,204,600
shares of common stock owned by them would constitute over 51% of the
outstanding stock of the Corporation. Under those circumstances, they might be
deemed to be in 'control' of the Corporation (as the term control is defined in
the regulations promulgated pursuant to the Securities Exchange Act of 1934).
However, to date no attempt has been made to obtain representation on the Board
of Directors of the Corporation, to direct its management or policies or
otherwise to exercise 'control' over it.
16
<PAGE>
In their Schedule 13D as amended through August 12, 1997, Mario J. Gabelli,
GAMCO Investors, Inc. ('GAMCO') and Gabelli Funds, Inc. ('GFI') reported that
(i) Mr. Gabelli directly or indirectly controls GAMCO and GFI, and acts as Chief
Investment Officer for such entities; (ii) GAMCO and GFI, beneficially own the
shares set forth in the above table; (iii) GAMCO and GFI are investment advisors
but have no economic interest in their shares (such interest presumably residing
in their investment advisory clients); (iv) the GAMCO and GFI shares were
purchased for investment purposes; (v) GAMCO exercises sole dispositive power,
and sole voting power over 764,640 shares, and GFI exercises sole voting and
dispositive power over 376,000 shares; (vi) Gabelli International Limited
('GIL') was no longer the beneficial owner of shares of the Corporation's common
stock; (vii) GAMCO and GFI were formerly wholly-owned subsidiaries of The
Gabelli Group, Inc. ('TGGI') which, effective August 31, 1990, merged into GFI,
and GAMCO is a wholly-owned subsidiary of GFI; (viii) Mario J. Gabelli is the
majority stockholder, Chairman of the Board and Chief Executive Officer of GFI,
the sole director and Chairman and Chief Executive Officer of GAMCO; (ix) Mr.
Gabelli is deemed to have beneficial ownership of the shares beneficially owned
by GAMCO and GFI and GFI is deemed to have beneficial ownership of the
securities owned beneficially by each of the foregoing entities other than Mr.
Gabelli and (x) the power of Mr. Gabelli and GFI is indirect with respect to
stock beneficially owned directly by GAMCO.
A February 9, 2000 amended Schedule 13G filed by Royce & Associates, Inc.
('Royce'), Royce Management Company ('RMC'), and Charles M. Royce described as
an investment advisor, reported that Royce had increased its beneficial
ownership from 817,000 shares to 853,000 shares of common stock of the
Corporation and that RMC holds 1,500 shares of common stock of the Corporation.
The amended report stated that Charles M. Royce may be deemed to be a
controlling person of Royce and RMC, and as such may be deemed to beneficially
own the shares of common stock of the Corporation beneficially owned by Royce
and RMC, but that he disclaimed beneficial ownership of the shares held by Royce
and RMC. The amended report further stated that these shares had been acquired
in the ordinary course of business and not for the purposes of control of the
Corporation.
OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING
The Board of Directors does not intend to present for action at this Annual
Meeting any matter other than those specifically set forth in the Notice of
Annual Meeting. If any other matter is properly presented for action at the
Meeting, it is the intention of persons named in the proxy to vote thereon in
accordance with their judgment pursuant to the discretionary authority conferred
by the proxy.
By Order of the Board of Directors
BRIAN D. O'NEILL
Secretary
Dated: March 1, 2000
17
<PAGE>
APPENDIX 1
PROXY CARD
PROXY
CURTISS-WRIGHT CORPORATION
1200 Wall Street West, Lyndhurst, New Jersey 07071
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints DAVID LASKY, ROBERT A. BOSI and BRIAN D.
O'NEILL, and each of them as proxies with power of substitution to vote all
shares of the Corporation which the undersigned is entitled to vote at the
Annual Meeting of Stockholders on April 7, 2000, at the Novotel Meadowlands
Hotel, One Polito Avenue, Lyndhurst, New Jersey at 2:00 p.m. or any adjournment
thereof, with all the powers the undersigned would have if personally present,
as specified, respecting the following matters described in the accompanying
Proxy Statement and, in their discretion, on other matters which come before the
meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH STOCKHOLDER SPECIFICATIONS. UNLESS
DIRECTED TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. A majority
(or if only one, then that one) of the proxies or substitutes acting at the
meeting may exercise the powers conferred herein. Receipt of the accompanying
Notice of Meeting and Proxy Statement is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND MAIL IN ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED IN UNITED STATES.
(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
A VOTE FOR ITEMS 1 AND 2 IS RECOMMENDED.
Please mark
your votes as [X]
indicated in
this example
FOR all nominees (1) ELECTION OF DIRECTORS
listed to the right
(except as marked Nominees: M.R. Benante, J.B. Busey IV, S.M. Fuller
to the contrary), D. Lasky, W.B. Mitchell J.R. Myers, W.W. Sihler,
J.M. Stewart
[ ]
WITHHOLD AUTHORITY
to vote for all nominees
listed to the right
[ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -----------------------------------------------------------------------------
(2) PROPOSAL TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as
independent public accountants of the Corporation.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
SIGNATURE________________________ SIGNATURE_____________________DATE ______
(Please sign name as fully and exactly as it appears opposite. When signing in a
fiduciary or representative capacity, please give full title as such. Where more
than one owner, each owner should sign. Proxies executed by a corporation should
be signed in full corporate name by duly authorized officer.)
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
