-----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, O8E+wFxOZk6NnOUakxobPue5BNg+hWDkfj5iCrlV97zbkx94oRQIqgLe7p48AFAm ez85vI5akNXy2XQUhgmEvA== 0000054381-98-000013.txt : 19980330 0000054381-98-000013.hdr.sgml : 19980330 ACCESSION NUMBER: 0000054381-98-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAMAN CORP CENTRAL INDEX KEY: 0000054381 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 060613548 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 002-06680 FILM NUMBER: 98575624 BUSINESS ADDRESS: STREET 1: 1332 BLUE HILLS AVE CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: 2032437100 MAIL ADDRESS: STREET 1: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 FORMER COMPANY: FORMER CONFORMED NAME: KAMAN AIRCRAFT CORP DATE OF NAME CHANGE: 19680403 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-1093 KAMAN CORPORATION (Exact Name of Registrant) Connecticut 06-0613548 (State of Incorporation) (I.R.S. Employer Identification No.) 1332 Blue Hills Avenue, Bloomfield, Connecticut 06002 (Address of principal executive offices) Registrant's telephone number, including area code-(860) 243-7100 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: -Class A Common Stock, Par Value $1.00 -6% Convertible Subordinated Debentures Due 2012 -Series 2 Preferred Stock, Par Value $1.00 -Depositary Shares, each representing one quarter of a share of Series 2 Preferred Stock Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]. State the aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. $326,947,587.00 as of February 2, 1998. Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. Class A Common 22,686,588 shares Class B Common 667,814 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Corporation's 1997 Annual Report to Shareholders are incorporated by reference and filed as Exhibit 13 to this Report. No other documents except those previously filed with the Commission are incorporated herein by reference. THIS AMENDMENT IS FILED IN ORDER TO INCLUDE IN EXHIBIT 27 (FINANCIAL DATA SCHEDULE) RESTATED INFORMATION REQUIRED AS A RESULT OF THE ADOPTION BY THE CORPORATION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 128 CONCERNING THE CALCULATION OF EARNINGS PER SHARE. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Bloomfield, State of Connecticut, on this 26th day of March, 1998. KAMAN CORPORATION (Registrant) By Charles H. Kaman, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature: Title: Date: - ------------------------------------------------------------------- Charles H. Kaman Chairman, President, Chief March 26, 1998 Executive Officer and Director (Chief Executive Officer) Robert M. Garneau Executive Vice President March 26, 1998 and Chief Financial Officer (Principal Financial and Accounting Officer) Robert M. Garneau March 26, 1998 Attorney-in-Fact for: Brian E. Barents Director Fred A. Breidenbach Director E. Reeves Callaway, III Director Frank C. Carlucci Director Laney J. Chouest Director John A. DiBiaggio Director Edythe J. Gaines Director Huntington Hardisty Director C. William Kaman, II Director Eileen S. Kraus Director Hartzel Z. Lebed Director Walter H. Monteith, Jr. Director John S. Murtha Director Wanda L. Rogers Director KAMAN CORPORATION INDEX TO EXHIBITS Exhibit 3a The Amended and Restated by reference Certificate of Incorporation of the corporation, as amended, including the form of amendment designating the corporation's Series 2 Preferred Stock has been filed as Exhibits 2.1 and 2.2 to the Corporation's Form 8-A (Document No. 0-1093 filed on September 27, 1993), and is incorporated in this report by reference. Exhibit 3b The By-Laws of the corporation by reference were filed as Exhibit 3(b) to the corporation's Annual Report on Form 10-K for 1990 (Document No. 0-1093, filed with the Securities and Exchange Commission on March 14, 1991). Exhibit 4a Indenture between the corporation by reference and Manufacturers Hanover Trust Company, as Indenture Trustee, with respect to the Corporation's 6% Convertible Subordinated Debentures, has been filed as Exhibit 4.1 to Registration Statement No. 33 - 11599 on Form S-2 of the corporation filed with the Securities and Exchange Commission on January 29, 1987 and is incorporated in this report by reference. Exhibit 4b The Amended and Restated by reference Revolving Credit Agreement between the corporation and The Bank of Nova Scotia and Fleet National Bank of Connecticut, as Co-Administrative Agents, dated as of July 3, 1997 has been filed as an exhibit to the Corporation's Form 10-Q Document No. 54381-97-16 filed with the Securities and Exchange Commission on August 15, 1997 and is incorporated in this report by reference. Exhibit 4c The corporation is party to certain by reference long-term debt obligations, such as real estate mortgages, copies of which it agrees to furnish to the Commission upon request. Exhibit 10a The 1983 Stock Incentive Plan by reference (formerly known as the 1983 Stock Option Plan) has been filed as Exhibit 10b(iii) to the Corporation's Annual Report on Form 10-K for 1988 (Document No. 0-1093 filed with the Securities and Exchange Commission on March 22, 1989) and is incorporated in this report by reference. Exhibit 10b The Kaman Corporation 1993 Stock by reference Incentive Plan as amended effective November 18, 1997 filed with the Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 10c The Kaman Corporation Employees by reference Stock Purchase Plan as amended effective November 19, 1997 filed with the Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 11 Statement regarding computation by reference of per share earnings filed with the Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 13 Portions of the Corporation's by reference 1997 Annual Report to Shareholders as required by Item 8 filed with the Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 21 Subsidiaries filed with the by reference Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 23 Consent of Independent Auditors by reference filed with the Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 24 Power of attorney under which by reference this report has been signed on behalf of certain directors filed with the Securities and Exchange Commission on March 16, 1998 as an exhibit to Document No. 54381-98-9. Exhibit 27 Financial Data Schedule (Restated as to Attached years 1995 and 1996) EX-27 2
5 FINANCIAL DATA SCHEDULE (RESTATED AS TO YEARS 1995 AND 1996). THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S 1997 ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000054381 KAMAN CORPORATION 1,000 YEAR YEAR YEAR DEC-31-1997 DEC-31-1996 DEC-31-1995 JAN-01-1997 JAN-01-1996 JAN-01-1995 DEC-31-1997 DEC-31-1996 DEC-31-1995 109,974 5,445 4,078 0 0 0 194,981 188,090 180,167 (3,827) (2,574) (2,289) 199,485 213,468 192,734 535,304 434,131 404,864 153,146 191,323 189,317 (95,521) (114,930) (106,263) 598,161 521,736 500,069 259,525 195,638 206,273 29,867 83,940 66,386 0 0 0 37,691 57,167 57,167 20,604 18,743 18,456 231,715 152,220 138,660 598,161 521,736 500,069 1,043,365 948,106 896,398 1,044,815 953,654 899,476 787,971 708,505 666,761 996,734 902,252 857,365 (80,117) 702 546 0 0 0 7,894 10,023 8,834 120,304 40,677 32,731 49,800 17,100 13,129 70,504 23,577 19,602 0 0 0 0 0 0 0 0 0 70,504 23,577 19,602 3.53 1.07 .87 2.86 1.00 .85 Includes $105,100 in an overnight repurchase agreement. This excess cash is the result of the sale of Kaman Sciences Corporation on December 30, 1997. Includes net gain on sale of businesses of $80,351.
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