8-KOther Events

CURTISS WRIGHT CORP 8-K Report (Nov 20, 2001)

Filed November 20, 2001For Securities:CW

Summary

This Form 8-K filing by Curtiss-Wright Corporation (CW) on November 20, 2001, primarily details significant updates and amendments to the company's shareholder rights plan. The most notable event is the amendment and restatement of the Rights Agreement, originally dated November 6, 2000, now updated as of November 20, 2001. This action is intrinsically linked to a pending merger, referred to as "the Merger," between Curtiss-Wright Corporation and CW Disposition Company, a subsidiary of Unitrin, Inc., as outlined in a Second Amended and Restated Agreement and Plan of Merger dated August 17, 2001. In conjunction with the anticipated issuance of Class B Common Stock as part of the merger, the company's Board of Directors authorized the issuance of new preferred stock purchase rights (Class B Rights) for each share of Class B Common Stock. These Class B Rights are analogous to the previously issued Class A Rights and are designed to protect shareholder value in the event of a hostile takeover attempt. The filing clarifies the terms, conditions, and triggers for these rights, including definitions of an "Acquiring Person" and specific thresholds for beneficial ownership that would activate the rights plan. The preferred stock associated with these rights is structured with significant preferential dividend, liquidation, and voting rights, intended to deter hostile acquisitions.

Key Highlights

  • 1Curtiss-Wright Corporation (CW) filed an 8-K on November 20, 2001, reporting on its shareholder rights plan.
  • 2The company amended and restated its Rights Agreement, originally from November 6, 2000, with the restatement effective November 20, 2001.
  • 3This update is in preparation for a merger between Curtiss-Wright and CW Disposition Company, a subsidiary of Unitrin, Inc., as per a merger agreement dated August 17, 2001.
  • 4New Class B Rights will be issued alongside the anticipated Class B Common Stock resulting from the merger, mirroring the existing Class A Rights.
  • 5The filing defines 'Acquiring Person' and sets specific ownership thresholds (15% for general stockholders, 18.5% for Institutional Investors) that trigger the rights plan.
  • 6The rights plan is designed to act as an anti-takeover measure, granting holders the right to purchase preferred stock at a discount under certain hostile acquisition scenarios.
  • 7The associated preferred stock (Series A and Series B) has significant preferential dividend, liquidation, and voting rights, designed to make hostile takeovers prohibitively expensive.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the amendment and restatement of Curtiss-Wright's shareholder rights plan (also known as a 'poison pill') and to detail how it relates to an upcoming merger.

The filing refers to a merger between Curtiss-Wright Corporation and CW Disposition Company, a Delaware corporation and subsidiary of Unitrin, Inc., as detailed in a Second Amended and Restated Agreement and Plan of Merger dated August 17, 2001. This merger will result in the issuance of a new class of common stock, Class B Common Stock.

Class A Rights were originally issued in 2000 to existing common stockholders. Class B Rights are new rights authorized in connection with the merger to be issued to holders of the new Class B Common Stock. Both types of rights are designed to protect shareholders by allowing them to purchase preferred stock at a discount if a hostile party acquires a significant stake in the company.

The rights plan is triggered if an 'Acquiring Person' (generally defined as someone acquiring 15% or more of the voting power, with higher thresholds for 'Institutional Investors') crosses a specified ownership threshold. Upon such an event, the rights allow existing holders (excluding the acquirer) to purchase shares of preferred stock at a substantial discount, thereby diluting the acquirer's stake and making the acquisition much more expensive.