0000026324-01-500010.txt : 20011019 0000026324-01-500010.hdr.sgml : 20011019 ACCESSION NUMBER: 0000026324-01-500010 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011011 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00134 FILM NUMBER: 1756891 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 DEFA14A 1 sch14a-1010.txt INFORMATION REQUIRED IN PROXY STATEMENT-SCH 14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). [ ] Definitive Proxy Statement. [X] Definitive Additional Materials. [ ] Soliciting Material Under Rule 14a-12. _______________________________________________________________________________ CURTISS-WRIGHT CORPORATION (Name of Registrant as Specified in Its Charter) _______________________________________________________________________________ ------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) _______________________________________________________________________________ Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: N/A (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A CURTISS-WRIGHT CORPORATION 1200 Wall Street West Lyndhurst, New Jersey 07071 October 10, 2001 Dear Stockholder: According to our latest records, we have not yet received your proxy for the important Special Meeting of Curtiss-Wright Corporation to be held on October 26, 2001. YOUR BOARD OF DIRECTORS HAS RECOMMENDED THAT YOU VOTE IN FAVOR OF THE PROPOSED RECAPITALIZATION AND OTHER PROPOSALS UNDER CONSIDERATION. Please help your company avoid the expense of further solicitation by signing, dating and returning the enclosed proxy card today. Thank you for your cooperation. Very truly yours, Martin R. Benante Chairman and Chief Executive Officer _______________________________________________________________________________ IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL OUR PROXY SOLICITOR, INNISFREE M&A INCORPORATED TOLL-FREE, at 1-888-750-5834. IMPORTANT NOTE: If you hold your shares through a bank or broker, you may be able to vote by telephone, or via the Internet. Please call Innisfree at 1-888-750-5834 for assistance. _______________________________________________________________________________ CURTISS- WRIGHT CORPORATION SPECIAL MEETING OF STOCKHOLDERS OCTOBER 26, 2001 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS CURTISS-WRIGHT CORPORATION SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 26, 2001 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Martin R. Benante, Michael J. Denton and Robert A. Bosi, and each of them singly, each with full power of substitution, as the proxy and attorney-in-fact of the undersigned with full authority to represent and vote all shares of common stock of the undersigned at the special meeting of stockholders to be held at the Renaissance Meadowlands Hotel, 801 Rutherford Avenue, Rutherford, New Jersey on October 26, 2001, at 10:00 a.m., local time, or at any adjournment or postponement thereof, upon the matters set forth in the Curtiss-Wright Corporation proxy statement and upon those other matters as may properly come before the special meeting, voting as specified on the reverse side of this card with respect to the matters set forth in the proxy statement, and voting in the discretion of the above-named persons on such other matters as may properly come before the special meeting, including, if submitted to a vote of the stockholders, a motion to adjourn the special meeting to another time or place for the purpose of soliciting additional proxies. The undersigned hereby revokes any proxy previously given and acknowledges receipt of the notice of special meeting and proxy statement dated September 5, 2001. The shares represented by this proxy will be voted as directed by the undersigned. The board of directors of Curtiss-Wright Corporation recommends a vote 'FOR' each of Proposal One, Proposal Two, Proposal Three, Proposal Four and Proposal Five. IF THIS PROXY IS SIGNED AND RETURNED AND DOES NOT SPECIFY A VOTE ON ONE OR MORE OF THE PROPOSALS, THE PROXY WILL BE VOTED 'FOR' EACH OF THE PROPOSALS AS TO WHICH NO VOTE IS SPECIFIED. (Continued, and to be signed, on reverse side) [x] PLEASE MARK VOTES AS THE BOARD OF DIRECTORS RECOMMENDS IN THIS EXAMPLE A VOTE 'FOR'EACH OF PROPOSALS 1-5. 1. Approval of Recapitalization Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN 2. Approval of Board Size Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. Approval of Written Consent Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN 4. Approval of Special Meeting Proposal [ ] FOR [ ] AGAINST [ ] ABSTAIN 5. Approval of Supermajority Voting [ ] FOR [ ] AGAINST [ ] ABSTAIN Proposal [ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT For joint accounts, each owner should sign. Executors, Administrators, Trustees, etc. should give full title. Signature: ____________ Date: __________ Signature: ___________ Date: __________