UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) July 22, 2005 (July 22, 2005)
Kaman Corporation
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
0-1093 06-0613548
(Commission File Number) (IRS Employer
Identification No.)
1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100 Registrant's
telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
The Company announced that on July 22, 2005, an arbiter has
determined that the previously disclosed agreement between Mason Capital
Management ("Mason") and the Kaman family constitutes a "qualifying alternative
transaction" under the recapitalization agreement, dated June 7, 2005, between
the Kaman family and the Company (the "Recapitalization Agreement") and that
the Kaman family has complied with all the conditions necessary to pursue the
alternative transaction with Mason, the closing of which would terminate the
Recapitalization Agreement.
Pursuant to the Recapitalization Agreement, the Company has
five business days to determine whether or not to submit a "substitute
recapitalization proposal" to its shareholders. A "substitute recapitalization
proposal" must offer consideration equivalent to at least $55.65 for each share
of Class B voting common stock. In the event that the Company is to make a
"substitute recapitalization proposal" to its shareholders, the Kaman family
has agreed pursuant to the Recapitalization Agreement, to vote its shares of
Class B voting common stock and Class A nonvoting common stock for approval of
the "substitute recapitalization proposal" and that its ability to pursue the
proposed Mason transaction will be precluded. However, if the recapitalization
agreement were to be later terminated without the "substitute recapitalization
proposal" having been completed, the Kaman family would be free to pursue an
alternative transaction.
A copy of the press release is attached hereto as exhibit
99.1 and incorporated herein by reference.
Further detail on the proposed recapitalization and
recapitalization agreement can be found in the recapitalization agreement,
which was filed as Exhibit 2.1 to a Form 8-K filed by the Company on June 8,
2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release, dated July 22, 2005
SIGNATURES
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.
KAMAN CORPORATION
By: /s/ Robert M. Garneau
-------------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: July 22, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated July 22, 2005