UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
January 11, 2001
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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
Amendment No. 5 to Schedule 13D
This Amendment No. 5 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, Amendment No. 3 thereto, dated December 4, 1996, and
Amendment No. 4 thereto, dated November 6, 2000.
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 6. Contracts, Agreements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby restated in its entirety as follows:
On January 11, 2001, (a) Unitrin and the Issuer entered into an Amended
and Restated 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 Amended and Restated Agreement and Plan of
Merger (a copy of which is attached hereto as Exhibit 99.2) (the "Merger
Agreement"), each of which were originally entered into as of November 6,
2000, and filed as exhibits to Amendment No. 4, dated November 6, 2000, to
Schedule 13D. A description of the terms and effects of the Distribution
Agreement and the Merger Agreement is included in Item 4 of Amendment No.
4, dated November 6, 2000, to Schedule 13D. The changes to the Distribution
Agreement and the Merger Agreement were made in order primarily to reflect
technical changes relating to the presentation of proposed corporate
governance amendments to the Issuer's certificate of incorporation for
stockholder approval. The Distribution Agreement and the Merger Agreement
are incorporated by reference into this Item 6 and the foregoing
description is qualified in its entirety by reference to the Distribution
Agreement and the Merger Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
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99.1 Amended and Restated Distribution Agreement, dated as of
January 11, 2001, between Unitrin, Inc. and Curtiss-Wright
Corporation.
99.2 Amended and Restated Agreement and Plan of Merger, dated
as of January 11, 2001, 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: January 11, 2001 UNITRIN, INC.
By: /s/ Scott Renwick
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Scott Renwick
Secretary
EXHIBIT INDEX
Exhibit Description
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99.1 Amended and Restated Distribution Agreement, dated as of
January 11, 2001, between Unitrin, Inc. and Curtiss-Wright
Corporation.
99.2 Amended and Restated Agreement and Plan of Merger, dated
as of January 11, 2001, among Unitrin, Inc., CW
Disposition Company and Curtiss-Wright Corporation.
