Kaman Completes Recapitalization
November 03 2005 - 4:26PM
PR Newswire (US)
BLOOMFIELD, Conn., Nov. 3 /PRNewswire-FirstCall/ -- Kaman
Corporation (NASDAQ:KAMNA) announced that it has completed its
recapitalization by today filing an amended and restated
certificate of incorporation with the Secretary of State of the
State of Connecticut. Pursuant to the recapitalization, each share
of Class A common stock has become one share of common stock, par
value $1.00, entitled to one vote per share, and each share of
Class B common stock has been reclassified and converted into 3.58
shares of common stock or, alternatively, at the election of the
holders of the shares, 1.84 shares of common stock and an amount in
cash equal to $27.10. Beginning on November 4, 2005, shares of the
company's common stock will trade on The NASDAQ National Market
under the symbol "KAMN." Giving effect to the recapitalization,
there are approximately 23.9 million shares of common stock
outstanding. By early next week, Mellon Investor Services, the
Company's election agent, will commence the process of distributing
new share certificates and any required cash payments to those
holders of the Class B common stock who made elections and
distributing information to other shareholders as to how they may
obtain new share certificates and, in the case of Class B common
shareholders, any required cash payments. Paul R. Kuhn, chairman,
president and CEO said, "Completion of our recapitalization
represents one of the most significant developments in the history
of this company, and the benefits are expected to be well worth the
years of effort that went into making it possible. With each of our
previously non-voting Class A common shareholders, and all future
shareholders now having the advantage of Kaman's new one-share
one-vote capital structure, we believe there will be a greater
opportunity for Kaman shares to reflect the underlying value of the
company's assets and businesses. Along with this, we believe that
the company will ultimately have enhanced access to capital to
pursue the good opportunities we are seeing before us in each of
our segments." Further detail on the recapitalization and
recapitalization agreement can be found in the recapitalization
agreement, which was filed as Exhibit 2.1 to a Form 8-K filed by
the Company on June 8, 2005, the proxy statement, which was filed
on September 2, 2005 and mailed to shareholders shortly thereafter
and the prospectus supplement, which was filed on September 30 and
mailed to shareholders shortly thereafter. Based in Bloomfield,
Conn., Kaman Corporation conducts business in the aerospace,
industrial distribution and music markets. Kaman operates its
aerospace business through its Aerostructures, Fuzing, and
Helicopters divisions and its Kamatics subsidiary providing
subcontract aerostructure manufacturing for military and commercial
aircraft, missile and bomb fuzing products, SH-2G and K-MAX
helicopters, and proprietary aircraft bearings and products.
Principal aerospace facilities are located in Connecticut, Florida
and Kansas. Kaman is the third largest North American distributor
of power transmission, motion control, material handling and
electrical components and a wide range of bearings offered to a
customer base of more than 50,000 customers representing a highly
diversified cross-section of North American industry, with
principal facilities in Alabama, California, Connecticut, New York,
Indiana, Kentucky and Utah. Kaman is also the largest independent
distributor of musical instruments and accessories, offering more
than 20,000 products for amateurs and professionals, with principal
facilities in Arizona, Connecticut, California, New Jersey and
Tennessee. Forward-Looking Statements This press release may
contain forward-looking information relating to the company's
business and prospects, including the aerospace, industrial
distribution and music businesses, operating cash flow, the
benefits of the recapitalization transaction, and other matters
that involve a number of uncertainties that may cause actual
results to differ materially from expectations. Those uncertainties
include, but are not limited to: 1) the successful conclusion of
competitions for government programs and thereafter contract
negotiations with government authorities, both foreign and
domestic; 2) political conditions in countries where the company
does or intends to do business; 3) standard government contract
provisions permitting renegotiation of terms and termination for
the convenience of the government; 4) economic and competitive
conditions in markets served by the company, particularly defense,
commercial aviation, industrial production and consumer market for
music products, as well as global economic conditions; 5)
satisfactory completion of the Australian SH-2G(A)program,
including successful completion and integration of the full ITAS
software; 6) receipt and successful execution of production orders
for the JPF U.S. government contract including the exercise of all
contract options and receipt of orders from allied militaries, as
both have been assumed in connection with goodwill impairment
evaluations; 7) satisfactory resolution of the EODC/University of
Arizona litigation; 8) achievement of enhanced business base in the
Aerospace segment in order to better absorb overhead and general
and administrative expenses, including successful execution of the
contract with Sikorsky for the BLACK HAWK Helicopter program; 9)
satisfactory results of negotiations with NAVAIR concerning the
company's leased facility in Bloomfield, Conn.; 10) profitable
integration of acquired businesses into the company 's operations;
11) changes in supplier sales or vendor incentive policies; 12) the
effect of price increases or decreases; 13) pension plan
assumptions and future contributions; 14) continued availability of
raw materials in adequate supplies; 15) satisfactory resolution of
the supplier switch and incorrect part issues at Dayron and the
DCIS investigation; 16) cost growth in connection with potential
environmental remediation activities related to the Bloomfield and
Moosup facilities; 17) risks associated with the course of
litigation; 18) changes in laws and regulations, taxes, interest
rates, inflation rates, general business conditions and other
factors; 19) the effects of currency exchange rates and foreign
competition on future operations; and 20) other risks and
uncertainties set forth in the company 's annual, quarterly and
current reports, and proxy statements. Any forward-looking
information provided in this press release should be considered
with these factors in mind. The company assumes no obligation to
update any forward-looking statements contained in this press
release. DATASOURCE: Kaman Corporation CONTACT: Russell H. Jones,
SVP, Chief Investment Officer & Treasurer, Kaman Corporation,
+1-860-243-6307, or Web site: http://www.kaman.com/ Company News
On-Call: http://www.prnewswire.com/comp/480450.html
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