8-K/AOther Events

CURTISS WRIGHT CORP 8-K/A Report (Dec 3, 2001)

Filed December 3, 2001For Securities:CW

Summary

This Form 8-K/A filing by Curtiss-Wright Corporation (CW) is an amendment to a previously filed Form 8-K, primarily addressing a missing exhibit and signature. The core event reported is the company's recapitalization, which occurred on November 29, 2001. This recapitalization involved the creation of a new Class B common stock and an exchange of existing common stock held by Unitrin, Inc. for this new Class B stock. Following the exchange, Unitrin distributed the Class B shares to its own stockholders. The key implication for investors stems from the changes in board representation. Holders of the new Class B Common Stock are entitled to elect at least 80% of the Curtiss-Wright Board of Directors, while holders of the existing Common Stock can elect up to 20%. Additionally, amendments to the Restated Certificate of Incorporation were made, eliminating shareholders' ability to act by written consent or call special meetings, and requiring a two-thirds shareholder vote for certain charter amendments. The existing board members will continue in their roles.

Key Highlights

  • 1Curtiss-Wright Corporation (CW) filed an amended 8-K to correct previous filing omissions.
  • 2A recapitalization of the company's common stock was consummated on November 29, 2001.
  • 3A new Class B common stock was created as part of the recapitalization.
  • 4Unitrin, Inc. exchanged its existing CW common stock for Class B common stock, which was then distributed to Unitrin's shareholders.
  • 5Holders of Class B Common Stock will elect at least 80% of the Board of Directors.
  • 6Holders of existing Common Stock will elect up to 20% of the Board of Directors.
  • 7Company charter was amended to restrict shareholder actions like written consent and special meetings, and to require supermajority votes for certain amendments.

Frequently Asked Questions

The amended 8-K filing (8-K/A) is primarily to correct the original Form 8-K filed on December 3, 2001, by including a previously omitted Exhibit 99 (a press release dated November 29, 2001) and the conformed signature on the signature page.

On November 29, 2001, Curtiss-Wright consummated a recapitalization of its outstanding common stock. This involved the creation of a new Class B common stock.

The recapitalization introduces a significant shift in board control. Holders of the newly created Class B Common Stock will have the right to elect at least 80% of the Board of Directors, while holders of the original Common Stock will be entitled to elect up to 20%. This structure was implemented following the exchange of existing common stock held by Unitrin, Inc. for Class B shares, which were then distributed to Unitrin's stockholders.

Yes, in connection with the recapitalization, Curtiss-Wright amended its Restated Certificate of Incorporation. These amendments eliminate shareholders' ability to act by written consent or call a special meeting. Furthermore, amending certain provisions of the Restated Certificate of Incorporation will now require a two-thirds vote of the shareholders.