8-KMaterial AgreementsSecurities & ListingShareholder Matters+2

CURTISS WRIGHT CORP 8-K Report, Material Agreement (May 25, 2005)

Filed May 25, 2005For Securities:CW

Summary

Curtiss-Wright Corporation (CW) filed an 8-K on May 25, 2005, detailing the consummation of a merger and a significant recapitalization of its capital structure. The primary event was a "Merger" where CW Merger Sub, Inc. merged with and into Curtiss-Wright Corporation, with Curtiss-Wright as the surviving entity. This transaction effectively converted all outstanding shares of Original Common Stock and Class B Common Stock into a single class of Common Stock. This move simplifies the company's equity structure, eliminating separate classes and associated special voting rights for directors, moving towards a more standard corporate governance model where all common stockholders elect all directors. In conjunction with this recapitalization and the issuance of the new unified Common Stock, Curtiss-Wright also entered into a Second Amended and Restated Rights Agreement. This new agreement replaces prior rights agreements and establishes a new "poison pill" (preferred stock purchase rights) structure. Each share of the new Common Stock issued in the merger comes with one-half of a preferred stock purchase right, entitling the holder to purchase a fraction of a share of Series A Participating Preferred Stock under specific triggering conditions, such as a hostile takeover attempt. This rights plan is designed to protect shareholder value by deterring coercive takeover tactics and providing the board with leverage in such situations. Additionally, as a result of the merger, the Class B Common Stock was delisted from the New York Stock Exchange, and the unified Common Stock now trades solely under the symbol "CW." This 8-K signifies a pivotal restructuring for Curtiss-Wright, aiming for a streamlined capital structure, unified shareholder voting, and enhanced takeover defenses through its updated rights plan.

Key Highlights

  • 1Curtiss-Wright Corporation completed a merger on May 24, 2005, consolidating its capital structure into a single class of Common Stock.
  • 2All outstanding shares of Original Common Stock and Class B Common Stock were converted into shares of the new unified Common Stock on a one-for-one basis.
  • 3The merger simplified corporate governance by eliminating separate classes of common stock and associated special voting rights for director elections.
  • 4A Second Amended and Restated Rights Agreement was implemented, introducing a new preferred stock purchase rights plan (a "poison pill").
  • 5Each new share of Common Stock comes with one-half of a preferred stock purchase right, exercisable under certain conditions, such as an acquisition of 15% or more of the company's stock.
  • 6Curtiss-Wright's Class B Common Stock was delisted from the NYSE; the unified Common Stock now trades under the symbol "CW".
  • 7The company's authorized share capital was increased to 100,000,000 shares of Common Stock.

Frequently Asked Questions

The primary purpose was to simplify Curtiss-Wright's capital structure by consolidating its Original Common Stock and Class B Common Stock into a single class of Common Stock. This also aimed to streamline corporate governance by eliminating separate voting rights tied to the previous stock classes and to implement a new shareholder rights plan to protect against hostile takeovers.

The existing Class A Rights and Class B Rights associated with the Original Common Stock and Class B Common Stock, respectively, expired and ceased to represent any rights as of the merger's effective time. They were replaced by new rights issued under the Second Amended and Restated Rights Agreement.

The new plan, governed by the Second Amended and Restated Rights Agreement, issues one-half of a preferred stock purchase right for each share of the new Common Stock. These rights become exercisable if a person or group acquires beneficial ownership of 15% or more of the outstanding Common Stock (or 18.5% for Institutional Investors). Upon exercise, these rights typically allow holders to purchase shares of the company's preferred stock at a discounted price, effectively diluting the acquirer's stake and providing leverage for the board.

Holders of Original Common Stock did not need to exchange their stock certificates. Holders of Class B Common Stock will receive written instructions on how to exchange their Class B certificates for certificates representing an equal number of the new unified Common Stock shares. The new Common Stock, along with the associated rights, will be reflected on stock certificates or ownership statements issued at or after the merger's effective time.