8-KOther EventsExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Mar 28, 2005)

Filed March 28, 2005For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on March 28, 2005, that it has received a supplemental ruling from the Internal Revenue Service (IRS) regarding its proposed recapitalization plan. This ruling permits the company to proceed with its plan to consolidate its Common Stock and Class B Common Stock into a single class of common stock. The recapitalization proposal, which still requires shareholder approval at the Annual Meeting on May 19, 2005, aims to simplify the company's capital structure. If approved, Class B Common Stock will be exchanged on a one-for-one basis for Common Stock, leading to the elimination of the "CW.B" ticker symbol. All outstanding shares will then trade under the single "CW" ticker approximately five days after the meeting. Holders of Common Stock will not need to take any action.

Key Highlights

  • 1Curtiss-Wright Corporation has received a favorable supplemental IRS ruling for its proposed stock recapitalization.
  • 2The company plans to merge its Common Stock and Class B Common Stock into a single class of common stock.
  • 3Shareholder approval is still required for the recapitalization, to be sought at the Annual Meeting on May 19, 2005.
  • 4If approved, Class B Common Stock will be exchanged 1-for-1 for Common Stock.
  • 5The Class B Common Stock ticker symbol "CW.B" will be eliminated.
  • 6All outstanding shares will trade under the single "CW" ticker approximately five days after the Annual Meeting.
  • 7Holders of existing Common Stock will not need to exchange their certificates.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Curtiss-Wright Corporation has received a supplemental ruling from the IRS, which is a key step towards proceeding with its proposed recapitalization plan to consolidate its common stock into a single class.

The proposed plan is to convert the company's existing Common Stock and Class B Common Stock into a single class of common stock. This will simplify the company's stock structure.

For holders of Class B Common Stock, each share will be exchanged on a one-for-one basis for a share of Common Stock. Holders of existing Common Stock will not need to exchange their certificates. Following the exchange, all shares will trade under the "CW" ticker symbol, and the "CW.B" ticker will be eliminated.

The recapitalization is contingent on shareholder approval at the Annual Meeting scheduled for May 19, 2005. If approved, the exchange of Class B shares and the consolidation of tickers are expected to occur approximately five days after the meeting.