Summary
Curtiss-Wright Corporation (CW) filed an 8-K on December 3, 2001, detailing a significant recapitalization of its common stock completed on November 29, 2001. This recapitalization involved the creation of a new Class B common stock. As part of this transaction, Unitrin, Inc., a major shareholder, exchanged its existing common stock for Class B common stock and subsequently distributed these shares to its own stockholders. The primary impact for investors concerns the governance structure. Holders of the newly created Class B Common Stock will now have the right to elect at least 80% of Curtiss-Wright's Board of Directors, while existing common stockholders will be entitled to elect up to 20%. The company also amended its Restated Certificate of Incorporation to eliminate shareholders' ability to act by written consent or call special meetings, and instituted a two-thirds shareholder vote requirement for amending certain charter provisions. These changes represent a notable shift in corporate control and shareholder rights.
Key Highlights
- 1Curtiss-Wright Corporation completed a stock recapitalization on November 29, 2001.
- 2A new Class B common stock was created as part of the recapitalization.
- 3Unitrin, Inc. exchanged its common stock for Class B stock and distributed it to its shareholders.
- 4Class B common stock holders gain significant voting control, able to elect at least 80% of the Board of Directors.
- 5Existing common stock holders will elect up to 20% of the Board of Directors.
- 6Shareholder rights to act by written consent and call special meetings have been eliminated.
- 7A two-thirds shareholder vote is now required to amend certain provisions of the Restated Certificate of Incorporation.