SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 29, 2001
Curtiss-Wright Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-134 13-0612970
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1200 Wall Street West
Lyndhurst, New Jersey 07071
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Address of principal (Zip Code)
executive offices
Registrant's telephone number, including area code: (201) 896-8400
Item 5. Other Events.
On November 29, 2001, Curtiss-Wright Corporation ("Curtiss-Wright")
consummated a recapitalization (the "Recapitalization") of its outstanding
common stock, par value $1 per share (the "Common Stock"), involving the
creation of a new Class B common stock, par value $1 per share (the "Class B
Common Stock"). Prior to the Recapitalization, Unitrin, Inc., a Delaware
corporation ("Unitrin"), was the beneficial owner of 4,382,400 shares of Common
Stock. As part of the Recapitalization, and in order to meet certain tax
requirements, the 4,382,400 shares of Common Stock held by Unitrin were
exchanged for 4,382,400 shares of Class B Common Stock. Immediately after the
consummation of the Recapitalization, Unitrin distributed the shares of Class B
Common Stock to its stockholders. The holders of the Class B Common Stock are
entitled to elect at least 80% of the Board of Directors. The holders of the
Common Stock are entitled to elect up to 20% of the Board of Directors of
Curtiss-Wright. The existing Curtiss-Wright Board of Directors will continue to
serve in their current capacities.
Also in connection with the Recapitalization, Curtiss-Wright amended its
Restated Certificate of Incorporation to provide for, among other things, the
elimination of the shareholders' ability to act by written consent or call a
special meeting, and the requirement of a two-thirds vote of shareholders to
amend certain provisions of the Restated Certificate of Incorporation.
Item 7. Exhibits.
99. Press Release dated November 29, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CURTISS-WRIGHT CORPORATION
DATED: November 29, 2001 By:
Name:
Title:
Exhibit Index
Exhibit Description
99. Press Release dated November 29, 2001.