Curtiss-Wright Corporation Announces Plan to Seek IRS Ruling Permitting Recapitalization of Its Common Stock
16 November 2004 - 3:12PM
PR Newswire (US)
Curtiss-Wright Corporation Announces Plan to Seek IRS Ruling
Permitting Recapitalization of Its Common Stock ROSELAND, N.J.,
Nov. 16 /PRNewswire-FirstCall/ -- Curtiss-Wright Corporation (NYSE:
CW; CW.B) today announced that, in response to Curtiss- Wright's
request, Unitrin, Inc. has agreed to request a supplemental ruling
from the Internal Revenue Service that would permit Curtiss-Wright
to submit to its shareholders for approval a plan that would result
in the combination of its Common Stock and Class B Common Stock
into a single class of common stock. Unitrin is the former holder
of approximately 44% of Curtiss-Wright's capital stock, which was
distributed to Unitrin's shareholders in 2001, following a
recapitalization approved by the Curtiss-Wright shareholders. The
recapitalization resulted in Curtiss-Wright's current dual-class
structure. Under the current structure, holders of Class B Common
Stock elect at least 80% of Curtiss-Wright's directors and holders
of Common Stock elect the remaining directors. In all other
matters, the holders of Common Stock and Class B Common Stock have
equal rights. Under existing agreements with Unitrin, the receipt
of a ruling from the IRS is a condition to taking any action to
eliminate the special voting rights of the Class B Common Stock
prior to November 29, 2006. Curtiss-Wright expects to submit its
plan, the form of which is subject to approval by its Board of
Directors, to its shareholders for approval at its annual meeting
scheduled for April 2005. Subject to shareholder approval and the
receipt of the supplemental IRS ruling, Curtiss-Wright expects to
complete the recapitalization in the second quarter of 2005. About
Curtiss-Wright Curtiss-Wright Corporation is a diversified company
headquartered in Roseland, New Jersey. The company designs,
manufactures and overhauls products for motion control and flow
control applications and is a provider of metal treatment services.
The firm employs approximately 5,500 people. More information on
Curtiss-Wright can be found on the Internet at
http://www.curtisswright.com/. Forward-looking statements in this
release are made pursuant to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. Such risks and uncertainties include,
but are not limited to: a reduction in anticipated orders; an
economic downturn; changes in competitive marketplace and/or
customer requirements; a change in government spending; an
inability to perform customer contracts at anticipated cost levels;
and other factors that generally affect the business of aerospace,
defense contracting, marine, and industrial companies. Please refer
to the Company's current SEC filings under the Securities and
Exchange Act of 1934, as amended, for further information. This
press release and additional information is available at
http://www.curtisswright.com/. DATASOURCE: Curtiss-Wright
Corporation CONTACT: Alexandra Deignan of Curtiss-Wright
Corporation, +1-973-597-4734 Web site:
http://www.curtisswright.com/
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