-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSh3AovmWMVvng/ggGJDQZuhY5ubNu99C5nhLASvilOsPCqXcO2lajawm3KcA7IZ 7NuzjkimizpEl68gzNAwqw== 0000950172-01-501215.txt : 20020412 0000950172-01-501215.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950172-01-501215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURTISS WRIGHT CORP CENTRAL INDEX KEY: 0000026324 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 130612970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31682 FILM NUMBER: 1802777 BUSINESS ADDRESS: STREET 1: 1200 WALL ST W CITY: LYNDHURST STATE: NJ ZIP: 07071 BUSINESS PHONE: 2018968400 MAIL ADDRESS: STREET 1: 1200 WALL ST W CITY: LYNDHURST STATE: NJ ZIP: 07071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITRIN INC CENTRAL INDEX KEY: 0000860748 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954255452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3126614600 MAIL ADDRESS: STREET 1: ONE EAST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 SC 13D/A 1 s289245.txt SC 13D - AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Curtiss-Wright Corporation -------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------- (Title of Class of Securities) 231561 10 1 -------------------------------------------- (CUSIP Number) Scott Renwick Unitrin, Inc. One East Wacker Drive Chicago, IL 60601 (312) 661-4520 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 29, 2001 -------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 231561 10 1 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Unitrin, Inc. 95-4255452 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) N/A - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares 0 Beneficially ---------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting 0 Person ---------------------------------------------------- With 9. Sole Dispositive Power 0 ---------------------------------------------------- 10. Shared Dispositive Power 0 - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) HC, CO Amendment No. 8 to Schedule 13D This Amendment No. 8 (the "Amendment") amends and supplements the Schedule 13D originally filed by Unitrin, Inc. ("Unitrin") on April 6, 1990, as amended by Amendment No. 1 thereto, dated February 28, 1996, Amendment No. 2 thereto, dated March 15, 1996, Amendment No. 3 thereto, dated December 4, 1996, Amendment No. 4 thereto, dated November 6, 2000, Amendment No. 5 thereto, dated January 11, 2001, Amendment No. 6 thereto, dated August 17, 2001, and Amendment No. 7 thereto, dated November 1, 2001. Terms used herein and not otherwise defined have the meanings given such terms in Amendment Nos. 4, 5, 6 and 7 to the original Schedule 13D. Item 1. Security and Issuer The classes of equity securities to which this Schedule 13D relates are the common stock, par value $1.00 per share (the "Common Stock"), and the Class B common stock, par value $1.00 per share (the "Class B Common Stock"), of Curtiss-Wright Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1200 Wall Street West, Lyndhurst, New Jersey 07071. Item 5. Interest in Securities of the Issuer As a result of the consummation of the transactions contemplated by the Merger Agreement and the consummation of the Distribution, Unitrin no longer has any interest in either the Common Stock or the Class B Common Stock. Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended to include the following information: On November 29, 2001, Unitrin, Merger Sub and the Issuer consummated the transactions contemplated by the Merger Agreement, including the Recapitalization. Immediately thereafter, Unitrin consummated the transactions contemplated by the Distribution Agreement, including the Distribution. A description of the terms and effects of the Distribution Agreement and the Merger Agreement is included in Item 4 of Amendment No. 4, dated November 6, 2000, to this Schedule 13D, and in Item 6 of Amendment No. 6, dated August 17, 2001, to this Schedule 13D. Copies of the Distribution Agreement and the Merger Agreement are attached to Amendment No. 6, dated August 17, 2001, to this Schedule 13D, as Exhibit 99.1 and 99.2, respectively. A copy of the press release announcing the consummation of the Distribution is attached to this Amendment as Exhibit 99.4. The press release attached hereto as Exhibit 99.4 is incorporated by this reference into this Item 6 and the foregoing is qualified in its entirety by reference to such Exhibit 99.4. Item 7. Material to be Filed as Exhibits Exhibit Description - ------- ----------- 99.4 Press Release issued by Unitrin, Inc. on November 29, 2001. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: November 29, 2001 UNITRIN, INC. By: /s/ Scott Renwick ------------------------------ Scott Renwick Secretary EXHIBIT INDEX Exhibit Description - ------- ----------- 99.4 Press Release issued by Unitrin, Inc. on November 29, 2001. EX-99 3 s289705.txt EXHIBIT 99.4 - PRESS RELEASE Exhibit 99.4 Unitrin Completes Tax-Free Spin-Off of its Investment in Curtiss-Wright CHICAGO--(BUSINESS WIRE)--Nov. 29, 2001--Unitrin, Inc. (NYSE: UTR - news) today successfully completed its previously-announced, tax-free distribution to its shareholders of all Class B common stock of Curtiss-Wright Corporation owned by Unitrin. Unitrin estimates that the aggregate fair market value of the Class B shares distributed to Unitrin shareholders is approximately $185 million. The distribution was made to Unitrin shareholders of record as of November 12, 2001. "We are delighted to have completed this transaction which delivers the value of Unitrin's investment in Curtiss-Wright directly to our shareholders in a tax-efficient manner," said Richard C. Vie, Unitrin's Chairman and Chief Executive Officer. Curtiss-Wright Class B common stock currently trades under the symbol "CW.B" on the New York Stock Exchange. The Class B common stock is identical to Curtiss-Wright's only other class of common stock (NYSE: CW - news), except that the Class B common stock affords its holders together as a class the right to elect at least 80% of Curtiss-Wright's Board of Directors. Prior to the spin-off, Unitrin owned 4,382,400 shares of Curtiss-Wright's common stock, representing approximately 44% of Curtiss-Wright's total issued and outstanding shares of common stock. About the Companies Unitrin's subsidiaries are engaged in three businesses: property and casualty insur ance, life and health insurance and consumer finance. Curtiss-Wright Corporation is a diversified provider of highly engineered products and services to the Motion Control, Flow Control and Metal Treatment industries. Contact: Unitrin, Inc. Scott Renwick, 312/661-4930 -----END PRIVACY-ENHANCED MESSAGE-----