<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-1093
KAMAN CORPORATION
(Exact Name of Registrant)
Connecticut 06-0613548
(State of Incorporation) (I.R.S. Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut 06002
(Address of principal executive offices)
Registrant's telephone number, including area code-(860) 243-7100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
-Class A Common Stock, Par Value $1.00
-6% Convertible Subordinated Debentures Due 2012
-Series 2 Preferred Stock, Par Value $1.00
-Depositary Shares, each representing one quarter of a
share of Series 2 Preferred Stock
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ X ].
State the aggregate market value of the voting and non-voting
stock held by non-affiliates of the registrant. The aggregate
market value shall be computed by reference to the price at which
the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of
filing.
$326,947,587.00 as of February 2, 1998.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date.
Class A Common 22,686,588 shares
Class B Common 667,814 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 1997 Annual Report to Shareholders
are incorporated by reference and filed as Exhibit 13 to this
Report. No other documents except those previously filed with
the Commission are incorporated herein by reference.
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THIS AMENDMENT IS FILED IN ORDER TO INCLUDE IN EXHIBIT 27
(FINANCIAL DATA SCHEDULE) RESTATED INFORMATION REQUIRED
AS A RESULT OF THE ADOPTION BY THE CORPORATION OF
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
NO. 128 CONCERNING THE CALCULATION OF EARNINGS PER SHARE.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the Town of Bloomfield, State of
Connecticut, on this 26th day of March, 1998.
KAMAN CORPORATION
(Registrant)
By Charles H. Kaman, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signature: Title: Date:
- -------------------------------------------------------------------
Charles H. Kaman Chairman, President, Chief March 26, 1998
Executive Officer and Director
(Chief Executive Officer)
Robert M. Garneau Executive Vice President March 26, 1998
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Robert M. Garneau March 26, 1998
Attorney-in-Fact for:
Brian E. Barents Director
Fred A. Breidenbach Director
E. Reeves Callaway, III Director
Frank C. Carlucci Director
Laney J. Chouest Director
John A. DiBiaggio Director
Edythe J. Gaines Director
Huntington Hardisty Director
C. William Kaman, II Director
Eileen S. Kraus Director
Hartzel Z. Lebed Director
Walter H. Monteith, Jr. Director
John S. Murtha Director
Wanda L. Rogers Director
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KAMAN CORPORATION
INDEX TO EXHIBITS
Exhibit 3a The Amended and Restated by reference
Certificate of Incorporation
of the corporation, as amended,
including the form of amendment
designating the corporation's
Series 2 Preferred Stock has been
filed as Exhibits 2.1 and 2.2 to the
Corporation's Form 8-A (Document
No. 0-1093 filed on September 27, 1993),
and is incorporated in this report
by reference.
Exhibit 3b The By-Laws of the corporation by reference
were filed as Exhibit 3(b) to the
corporation's Annual Report on Form 10-K
for 1990 (Document No. 0-1093, filed with
the Securities and Exchange Commission
on March 14, 1991).
Exhibit 4a Indenture between the corporation by reference
and Manufacturers Hanover Trust
Company, as Indenture Trustee,
with respect to the Corporation's
6% Convertible Subordinated Debentures,
has been filed as Exhibit 4.1 to
Registration Statement No. 33 -
11599 on Form S-2 of the corporation
filed with the Securities and Exchange
Commission on January 29, 1987 and is
incorporated in this report by reference.
Exhibit 4b The Amended and Restated by reference
Revolving Credit Agreement
between the corporation and The
Bank of Nova Scotia and Fleet National
Bank of Connecticut, as
Co-Administrative Agents, dated
as of July 3, 1997 has been filed
as an exhibit to the Corporation's
Form 10-Q Document No. 54381-97-16
filed with the Securities and
Exchange Commission on August 15, 1997
and is incorporated in this report
by reference.
Exhibit 4c The corporation is party to certain by reference
long-term debt obligations, such
as real estate mortgages, copies
of which it agrees to furnish to
the Commission upon request.
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Exhibit 10a The 1983 Stock Incentive Plan by reference
(formerly known as the 1983 Stock Option
Plan) has been filed as Exhibit 10b(iii)
to the Corporation's Annual Report on
Form 10-K for 1988 (Document No.
0-1093 filed with the Securities
and Exchange Commission on
March 22, 1989) and is incorporated
in this report by reference.
Exhibit 10b The Kaman Corporation 1993 Stock by reference
Incentive Plan as amended effective
November 18, 1997 filed with the Securities
and Exchange Commission on March 16, 1998
as an exhibit to Document No. 54381-98-9.
Exhibit 10c The Kaman Corporation Employees by reference
Stock Purchase Plan as amended
effective November 19, 1997 filed
with the Securities and Exchange
Commission on March 16, 1998 as
an exhibit to Document No. 54381-98-9.
Exhibit 11 Statement regarding computation by reference
of per share earnings filed with the
Securities and Exchange Commission
on March 16, 1998 as an exhibit to
Document No. 54381-98-9.
Exhibit 13 Portions of the Corporation's by reference
1997 Annual Report to
Shareholders as required by
Item 8 filed with the
Securities and Exchange Commission
on March 16, 1998 as an exhibit to
Document No. 54381-98-9.
Exhibit 21 Subsidiaries filed with the by reference
Securities and Exchange Commission
on March 16, 1998 as an exhibit to
Document No. 54381-98-9.
Exhibit 23 Consent of Independent Auditors by reference
filed with the Securities and
Exchange Commission on March 16,
1998 as an exhibit to
Document No. 54381-98-9.
Exhibit 24 Power of attorney under which by reference
this report has been signed on
behalf of certain directors filed with the
Securities and Exchange Commission
on March 16, 1998 as an exhibit to
Document No. 54381-98-9.
Exhibit 27 Financial Data Schedule (Restated as to Attached
years 1995 and 1996)
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<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE (RESTATED AS TO YEARS 1995 AND 1996). THE
SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 1997 ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000054381
<NAME> KAMAN CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1997 JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1997 DEC-31-1996 DEC-31-1995
<CASH> 109,974 <F1> 5,445 4,078
<SECURITIES> 0 0 0
<RECEIVABLES> 194,981 188,090 180,167
<ALLOWANCES> (3,827) (2,574) (2,289)
<INVENTORY> 199,485 213,468 192,734
<CURRENT-ASSETS> 535,304 434,131 404,864
<PP&E> 153,146 191,323 189,317
<DEPRECIATION> (95,521) (114,930) (106,263)
<TOTAL-ASSETS> 598,161 521,736 500,069
<CURRENT-LIABILITIES> 259,525 195,638 206,273
<BONDS> 29,867 83,940 66,386
0 0 0
37,691 57,167 57,167
<COMMON> 20,604 18,743 18,456
<OTHER-SE> 231,715 152,220 138,660
<TOTAL-LIABILITY-AND-EQUITY> 598,161 521,736 500,069
<SALES> 1,043,365 948,106 896,398
<TOTAL-REVENUES> 1,044,815 953,654 899,476
<CGS> 787,971 708,505 666,761
<TOTAL-COSTS> 996,734 902,252 857,365
<OTHER-EXPENSES> (80,117) <F2> 702 546
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 7,894 10,023 8,834
<INCOME-PRETAX> 120,304 40,677 32,731
<INCOME-TAX> 49,800 17,100 13,129
<INCOME-CONTINUING> 70,504 23,577 19,602
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 70,504 23,577 19,602
<EPS-PRIMARY> 3.53 1.07 .87
<EPS-DILUTED> 2.86 1.00 .85
<FN>
<F1> Includes $105,100 in an overnight repurchase agreement. This
excess cash is the result of the sale of Kaman Sciences Corporation
on December 30, 1997.
<F2> Includes net gain on sale of businesses of $80,351.
</FN>
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</TABLE>
