Curtiss-Wright Receives IRS Ruling Permitting Recapitalization
March 28 2005 - 4:09PM
PR Newswire (US)
Curtiss-Wright Receives IRS Ruling Permitting Recapitalization
Shareholders to Vote On Proposed Single Common Share Class
ROSELAND, N.J., March 28 /PRNewswire-FirstCall/ -- Curtiss-Wright
Corporation (NYSE: CW; CW.B) announced today that it has received a
supplemental ruling from the Internal Revenue Service (IRS) that
will permit the Company to go forward with its proposed
recapitalization of Common and Class B Common Stock into a single
class of common stock. The recapitalization proposal still requires
the affirmative vote of a majority of the holders of both classes
of stock voting as a single class and will be presented at the
Annual Meeting of Stockholders scheduled for May 19, 2005. If the
recapitalization proposal is approved by stockholders, the Class B
Common Stock (NYSE:CW.B) will be exchanged on a one-for-one basis
for Common Stock (NYSE:CW). This will result in an elimination of
the "CW.B" ticker and all of the current outstanding shares will
begin trading under the "CW" ticker approximately five days after
the Annual Meeting. Additionally, holders of Class B Common Stock
will receive written instructions on how to exchange Class B Common
Stock certificates for an equal number of shares of Common Stock.
Holders of Common Stock will not need to exchange their stock
certificates as a result of the transaction. "We are very pleased
to receive the supplemental ruling from the IRS," commented Martin
R. Benante, Chairman and CEO. "At this time, the only remaining
condition is an affirmative vote by our shareholders to approve the
recapitalization of the dual-class structure into a single share
class. We believe a single class of stock will benefit all of our
shareholders by providing increased trading liquidity, a simplified
balance sheet and reduced administrative costs." Curtiss-Wright
will place this proposal before stockholders at its 2005 Annual
Meeting. A complete description of the proposal will be included in
the Company's 2005 proxy statement filed with the Securities and
Exchange Commission ("SEC"). The Company urges its stockholders to
read the proxy statement, which is expected to be distributed in
early April, because it will contain important information
regarding the proposal. A free copy of the proxy statement (when it
is available) and other documents filed by Curtiss-Wright with the
SEC (including documents incorporated by reference with the proxy
statement) can be obtained on the SEC's website at
http://www.sec.gov/. Curtiss-Wright stockholders may also obtain a
free copy of the proxy statement (when it is available) on the
Company's website at http://www.curtisswright.com/ or by directing
requests to Curtiss-Wright Corporation, Attention: Investor
Relations. Curtiss-Wright's Annual Meeting will take place on
Thursday, May 19, 2005 at the Wilshire Grand Hotel, 350 Pleasant
Valley Way, West Orange, New Jersey 07052, commencing at 2:00 p.m.
local time. About Curtiss-Wright Curtiss-Wright Corporation is a
diversified company headquartered in Roseland, New Jersey. The
Company designs, manufactures and overhauls products for motion
control and flow control applications, and provides a variety of
metal treatment services. The firm employs approximately 5,600
people worldwide. More information on Curtiss-Wright can be found
on the Internet at http://www.curtisswright.com/ . Forward-looking
statements in this release are made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied. Readers are cautioned not to place
undue reliance on these forward- looking statements, which speak
only as of the date hereof. Such risks and uncertainties include,
but are not limited to: risks associated with implementing the
consolidation; risks that the shareholders of the company may not
approve and/or the company may not implement the consolidation; and
risks associated with the company's inability to predict the effect
of the proposal or its enactment on the prices of either its Common
shares or its Class B common shares or the new common stock to be
issued. DATASOURCE: Curtiss-Wright Corporation CONTACT: Alexandra
M. Deignan of Curtiss-Wright, +1-973-597-4734 Web site:
http://www.curtisswright.com/
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