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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): April 15, 1997
KAMAN CORPORATION
(Exact name of issuer as specified in its charter)
Connecticut 0-1093 06-0613548
(State of (Commission (I.R.S.
Incorporation) File Number) Employer
Identification
No.)
1332 Blue Hills Avenue
Bloomfield, CT 06002
(Address of principal executive offices)
Registrant's telephone number, including area code: (860) 243-7100
Not Applicable
(Former name or former address, if changes since last report)
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Item 5. Other Events.
At the Annual Meeting of Shareholders held on April 15, 1997,
the Company announced a first quarter 1997 pre-tax charge of $15
million related to the closure of Kaman Music's Trace Elliot
amplifier manufacturing operations located in Great Britain. As a
result of the charge, the Company reported a loss for the first
quarter of $4.4 million, compared to earnings of $5.2 million in
1996. Excluding the charge, 1997 first quarter earnings grew
nearly 9% to $5.7 million. Revenues for the first quarter rose 5%
to $252.2 million from $240.0 million a year ago. Also at the
meeting, shareholders re-elected 14 directors, authorized the
Company's board of directors to elect one (1) additional director
during the ensuing year, and reappointed KPMG Peat Marwick LLP as
independent auditors for the Company. A copy of the Company's press
release, dated April 15, 1997, announcing the charge is filed as
Exhibit 99 hereto, and the full text of such press release is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
The following document is filed as an Exhibit to this
Report:
Exhibit 99 - Press Release of the Company, dated April 15,
1997.
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SIGNATURES
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, thereunto duly authorized.
KAMAN CORPORATION
By: _____________________________
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: April 16, 1997
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EXHIBIT INDEX
Exhibit Description
99 Press Release of the Company, dated
April 15, 1997
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KAMAN HOLDS ANNUAL MEETING:
COMPANY REPORTS FIRST QUARTER RESULTS,
SHAREHOLDERS ELECT DIRECTORS
BLOOMFIELD, CONNECTICUT (April 15, 1997) (NASDAQ:KAMNA) At its
annual shareholders' meeting held here today, Kaman Corp. reported
first quarter 1997 revenues and earnings. Shareholders re-elected
14 directors.
FIRST QUARTER RESULTS
As a result of a pre-tax charge of $15 million related to closure
of the Trace Elliot amplifier manufacturing operations in Great
Britain, the company recorded a loss for the first quarter of $4.4
million, compared to earnings of $5.2 million in 1996. Earnings
(loss) applicable to common shareholders were a loss of $5.3
million, or 28 cents per share primary and fully diluted in 1997,
compared to earnings of $4.3 million, or 23 cents per common share
primary, 22 cents per common share fully diluted in the same period
last year. Excluding the charge, 1997 first quarter earnings grew
nearly 9% to $5.7 million, or 25 cents per common share primary, 24
cents per common share fully diluted.
Revenues for the first quarter 1997 rose 5% to $252.2 million from
$240.0 million a year ago.
SEGMENT PERFORMANCE
Distribution
A pre-tax charge was taken in the first quarter as a result of
management's decision to close Kaman Music's Trace Elliot amplifier
manufacturing business in Great Britain. "After reviewing all
options, we determined that it is appropriate to cease this
manufacturing operation and reduce our capital investment," said
Chairman and Chief Executive Officer Charles H. Kaman at the annual
meeting. "The worldwide music business is contracting at present
and going through significant changes in consumer tastes and
product sourcing. Management continues to evaluate our strategic
direction and capital investment in the remainder of this
business."
Revenues and earnings were up at Kaman Industrial Technologies.
"The company produced good earnings growth on relatively low sales
growth," according to Kaman. "We continue to improve operating
efficiencies while enhancing our value-added products and services
to industrial customers to help them improve productivity and
profitability.
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Page 2 of 7
"Kaman Holds Annual Meeting"
April 15, 1997
"This business is closely linked to the industrial production
index, so we are watching the economy closely as it reacts to the
recent actions of the Federal Reserve and general market trends,"
according to Kaman.
Diversified Technologies
While revenues and operating profit within Kaman's Diversified
Technologies segment grew during the first quarter of 1997, the
most important long-term achievement during the quarter was the
company's selection as the preferred tenderer to supply SH-2G Super
Seasprite helicopters to the Royal Navies of both Australia and New
Zealand. "We must still complete negotiations with both countries
and sign contracts," said Kaman. "However, we plan to supply at
least 15 Super Seasprites and provide all of the training,
logistics, spares and support for the aircraft over the life of the
program. There is also some potential for future orders from these
countries as they firm up their requirements.
"More importantly, we have established an excellent foundation and
advantage for competing for contracts with the numerous other
countries throughout Asia and other regions seeking intermediate-
weight helicopters such as the SH-2G," said Kaman.
The selections by Australia and New Zealand mark the second and
third opportunities for sale of retrofit SH-2G Super Seasprites to
international customers. The Arab Republic of Egypt is currently
procuring 10 SH-2G(E) models with deliveries scheduled to begin
late this year. SH-2Gs are also in service with the U.S. Naval
Reserves.
Other aviation subcontract and components production work at Kaman
continued to follow the general positive trend of the worldwide
commercial aviation marketplace.
The company's software and scientific activities also grew during
the quarter.
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Page 3 of 7
"Kaman Holds Annual Meeting"
April 15, 1997
SHAREHOLDERS ELECT DIRECTORS
Kaman re-elected the following directors: Brian E. Barents, chief
executive officer of Galaxy Aerospace Corp.; E. Reeves Callaway
III, president, Callaway Companies; Frank C. Carlucci, chairman,
The Carlyle Group; Laney Chouest, vice president, Edison Chouest
Offshore, Inc.; John A. DiBiaggio, president, Tufts University;
Edythe J. Gaines, retired commissioner, Connecticut Department of
Public Utility Control; Huntington Hardisty, retired admiral, U.S.
Navy and president, Kaman Aerospace International Corp; Charles H.
Kaman, chairman and chief executive officer, Kaman Corp.; C.
William Kaman II, executive vice president, Kaman Corp. and
president, Kaman Music Corp.; Eileen S. Kraus, chairman, Fleet
Bank N.A.; Hartzel Z. Lebed, retired president, CIGNA Corp.; Walter
H. Monteith, Jr., retired chairman, Southern New England
Telecommunications Corp.; John S. Murtha, of counsel, Murtha,
Cullina, Richter and Pinney; and Wanda Lee Rogers, chairman and
president, Rogers Helicopters, Inc.
Shareholders approved a proposal to authorize the Board of
Directors to elect one additional director during the coming year
and appointed KPMG Peat Marwick LLP as the corporation's
independent auditors.
Kaman Corp., headquartered here, is a widely diversified company
providing high-technology products and services to industrial,
commercial and defense markets.
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Page 4 of 7
"Kaman Holds Annual Meeting"
April 15, 1997
KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Summaries of Operations
(In thousands except per share amounts)
<TABLE>
For the Three Months
Ended March 31,
<S> <C> <C>
1997 1996
-------- --------
Revenues $252,157 $240,033
Costs and expenses:
Cost of sales 189,069 177,464
Selling, general and
administrative expense 51,033 51,013
Loss on closure of amplifier business 15,000 -
Interest expense 2,479 2,429
Other expense (income), net (350) 155
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257,231 231,061
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Earnings (loss) before income taxes (5,074) 8,972
Income taxes (benefit) (667) 3,770
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Net earnings (loss) $ (4,407) $ 5,202
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Preferred stock dividend requirement $ (929) $ (929)
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Earnings (loss) applicable to common stock $ (5,336) $ 4,273
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Net earnings (loss) per common share:
Primary $ (.28) $ .23
Fully diluted $ (.28) $ .22
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Average common shares outstanding-primary 19,016 18,611
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Dividends declared per share:
Series 2 preferred stock $ 3.25 $ 3.25
Common stock $ .11 $ .11
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Page 5 of 7
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KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
March 31, December 31,
1997 1996
<S> <C> <C>
Assets
Current assets:
Cash $ 5,220 $ 5,445
Accounts receivable, net 205,697 185,516
Inventories 209,034 213,468
Other current assets 36,382 29,702
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Total current assets 456,333 434,131
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Property, plant and equipment, net 72,935 76,393
Other assets 11,123 11,212
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$540,391 $521,736
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Liabilities and shareholders' equity
Current liabilities:
Notes payable $ 79,837 $ 63,002
Accounts payable 53,079 61,334
Accrued liabilities 40,715 41,087
Other current liabilities 45,558 30,215
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Total current liabilities 219,189 195,638
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Deferred credits 15,280 14,028
Long-term debt, excluding current portion 84,529 83,940
Shareholders' equity:
Series 2 preferred stock 57,167 57,167
Other shareholders' equity 164,226 170,963
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Total shareholders' equity 221,393 228,130
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$540,391 $521,736
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Page 6 of 7
"Kaman Holds Annual Meeting"
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KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
For the Three Months
Ended March 31
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ (4,407) $ 5,202
Depreciation and amortization 3,048 2,980
Gain on sale of assets (505) (213)
Loss on closure of amplifier business 15,000 -
Changes in current assets
and liabilities (30,344) (24,753)
Other, net 518 645
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Cash provided by (used in)
operating activities (16,690) (16,139)
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Cash flows from investing activities:
Proceeds from sale of assets 3,623 1,669
Expenditures for property, plant
& equipment (2,133) (1,794)
Other, net (76) (170)
--------- ---------
Cash provided by (used in)
investing activities 1,414 (295)
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Cash flows from financing activities:
Additions to notes payable 16,835 152
Additions to long-term debt 589 20,000
Dividends paid (3,002) (2,970)
Other, net 629 349
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Cash provided by (used in)
financing activities 15,051 17,531
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Net increase in cash (225) 1,097
Cash at beginning of period 5,445 4,078
--------- ---------
Cash at end of period $ 5,220 $ 5,175
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Page 7 of 7
"Kaman Holds Annual Meeting"
April 15, 1997
###
J. Kenneth Nasshan
(860) 243-7319
Email: [email protected] Internet address: http://www.kaman.com
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