-----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, Ksg5sSOyzK/4u0uCyZtDd4TLK3kYZ0vcxIs/x0f0Ep6LYUtzobBPKy4WAurozA8r Klq0ABiBs4oZXFnjIgzHuQ== 0000950117-05-000828.txt : 20050303 0000950117-05-000828.hdr.sgml : 20050303 20050303144852 ACCESSION NUMBER: 0000950117-05-000828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050301 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050303 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00134 FILM NUMBER: 05657503 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 8-K 1 a39345.txt CURTISS WRIGHT CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 1, 2005 CURTISS WRIGHT CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-134 13-0612970 -------- State or Other Commission File IRS Employer Jurisdiction of Number Identification No. Incorporation or Organization 4 Becker Farm Road Roseland, New Jersey 07068 -------------------- ----- Address of Principal Executive Offices Zip Code Registrant's telephone number, including area code: (973) 597-4700 -------------- Not applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications 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)) 1 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. See Item 8.01 ITEM 4.02(a) NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. See Item 8.01 ITEM 8.01 OTHER EVENTS On March 1, 2005, the Audit Committee of the Board of Directors of Curtiss-Wright Corporation concluded that the previously issued financial information contained in the Company's Press Release dated February 3, 2005, announcing the Company's 2004 fourth quarter and year end financial results, require revision and should no longer be relied upon. The Company has determined to increase its environmental reserves by $4.4 million for estimated future remediation costs that had not been included in previously reported information. The Company expects to file its 2004 Form 10-K within the 75 day filing period. The decision to revise the financial statements was made by the Audit Committee of the Board of Directors and the Board of Directors in consultation with the Company's management. The Audit Committee has discussed the matter disclosed in this report with Deloitte & Touche, the Company's independent registered public accounting firm. A copy of the Company's March 1, 2005 press release with respect to these accounting corrections is attached as Exhibit 99.1 and is incorporated by reference into this Item 4.02 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Press Release dated March 1, 2005 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 2 CURTISS WRIGHT CORPORATION By: /s/ Glenn E. Tynan -------------------- Glenn E. Tynan Vice-President and Chief Financial Officer Date: March 3, 2005 3 EXHIBIT INDEX Exhibit Description Number 99.1 Press Release, dated March 1, 2005. 4 EX-99 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE - -------------------------------------------------------------------------------- Contact: Alexandra M. Deignan (973) 597-4734 CURTISS-WRIGHT REVISES 2004 FULL YEAR AND FOURTH QUARTER FINANCIAL RESULTS - - - $4.4 Million Addition to Environmental Reserve for Fourth Quarter ROSELAND, N.J. - March 1, 2005 - Curtiss-Wright Corporation (NYSE: CW; CW.B) announced that it will increase its environmental reserves in the fourth quarter of 2004. Accordingly, the Company's management and the Audit Committee of the Company's Board of Directors have concluded that the information contained in the Company's 2004 full year and fourth quarter financial press release furnished to the Securities Exchange Commission on February 4, 2005, requires revision, a summary of which is presented below. As part of Curtiss-Wright's on-going internal review processes, the Company's management recently concluded that, upon further analysis of information related to one of the Company's superfund sites, the related reserve was understated as reflected in the financial results previously announced for the fourth quarter of 2004. The Company immediately informed and consulted with its independent public accounting firm, Deloitte & Touche. The Company will increase the reserve relating to the superfund site by approximately $4.4 million. This increase in reserves would reduce the Company's earnings per share for 2004 from the $3.14 per diluted share previously announced on February 3, 2005 to $3.02 per diluted share. The revision will not affect the Company's financial results for 2005 and the Company affirms the guidance it previously provided for 2005 diluted earnings per share of $3.25 to $3.45. Martin R. Benante, Chairman and Chief Executive Officer of Curtiss-Wright commented, "While we regret having to adjust our previously announced results for 2004, we take comfort that our internal processes identified the adjustment and are confident that this is an isolated incident. We moved immediately to address this matter and want to assure our investors that this does not affect our 2004 business segment operating income as previously reported on February 3, 2005, which was and remains $39.0 million and $117.8 million for the quarter and year ended 5 December 31, 2004, respectively." Summary of Revised 2004 Financial Results: - ------------------------------- ----------------- ------------------ (in 000's) Q4 2004 - ------------------------------- ----------------- ------------------ Sales $281,104 $955,039 - ------------------------------- ----------------- ------------------ Operating Income $34,361 $110,719 - ------------------------------- ----------------- ------------------ Net Earnings $20,413 $65,066 - ------------------------------- ----------------- ------------------ Earnings per Diluted Share $0.94 $3.02 - ------------------------------- ----------------- ------------------ 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 provides a variety of metal treatment services. The firm employs approximately 5,600 people worldwide. More information on Curtiss-Wright can be found on the Internet at WWW.CURTISSWRIGHT.COM. The statements in this release that are not historical facts are forward-looking statements, including, but not limited to, Curtiss-Wright's earnings guidance, and the information regarding the revision of Curtiss-Wright's financial statements for the stated periods and the impact thereof. 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. Actual results could differ materially based on factors including, but not limited to, the timing and nature of the final resolution of the accounting matters discussed in this release. Until the revision and filing of Curtiss-Wright's financial statements for fourth quarter and year ended 2004 has been completed, no assurance can be given with respect to the financial statement adjustments, the impacts resulting from such adjustments or the periods affected by such adjustments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Other factors that may affect actual results include, but are not limited to the following: 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, electronics 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. 6 -----END PRIVACY-ENHANCED MESSAGE-----