8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 2, 2005 (September 2, 2005)

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdictionof Incorporation)

0-1093	06-0613548
(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

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):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01Other Events.

On September 8, 2005, members of Kaman’s senior management will present to investors the information about Kaman described in the slides attached to this report as Exhibit 99.1. The slides set forth in Exhibit 99.1 are incorporated by reference herein and such slides may be presented to investors in the future in connection with management presentations concerning the Company, including the proposed recapitalization that the Company previously announced on July 28, 2005.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1 Slides from Kaman’s presentation to investors to be made on September 8, 2005.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KAMAN CORPORATION
By:	/s/ Robert M. Garneau
	Robert M. Garneau
	Executive Vice President and
	Chief Financial Officer

Date: September 2, 2005

3

KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit 99.1 Slides from Kaman’s presentation to investors to be made on September 8, 2005. Attached

4

EX-99.1

INVESTOR PRESENTATION

September

Kaman Corporation

(Nasdaq: KAMNA)

2005

Slide 1

FORWARD-LOOKING STATEMENTS

4

This presentation may contain forward-looking information relating to the corporation's business and prospects, including the aerospace, industrial distribution and music businesses, operating cash flow, the benefits of the recapitalization transaction, and other matters that involve a number of uncertainties that may cause actual results to differ materially from expectations.  Those uncertainties include, but are not limited to: 1) the successful conclusion of competitions for government programs and thereafter contract negotiations with government authorities, both foreign and domestic; 2) political conditions in countries where the corporation does or intends to do business; 3) standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; 4) economic and competitive conditions in markets served by the corporation, particularly defense, commercial aviation, industrial production and consumer market for music products, as well as global economic conditions; 5) satisfactory completion of the Australian SH-2G(A)program, including successful completion and integration of the full ITAS software; 6) receipt and successful execution of production orders for the JPF U.S. government contract including the exercise of all contract options and receipt of orders from allied militaries, as both have been assumed in connection with goodwill impairment evaluations; 7) satisfactory resolution of the EODC/University of Arizona litigation; 8) achievement of enhanced business base in the Aerospace segment in order to better absorb overhead and general and administrative expenses, including successful execution of the contract with Sikorsky for the BLACK HAWK  Helicopter program; 9) satisfactory results of negotiations with NAVAIR concerning the corporation's leased facility in Bloomfield, Conn.; 10) profitable integration of acquired businesses into the corporation's operations; 11) changes in supplier sales or vendor incentive policies; 12) the effect of price increases or decreases; 13) pension plan assumptions and future contributions; 14) continued availability of raw materials in adequate supplies; 15) satisfactory resolution of the supplier switch and incorrect part issues at Dayron and the DCIS investigation; 16) cost growth in connection with potential environmental remediation activities related to the Bloomfield and Moosup facilities; 17)) whether the proposed recapitalization is completed; 18) risks associated with the course of litigation; 19) changes in laws and regulations, taxes, interest rates, inflation rates, general business conditions and other factors; 21) the effects of currency exchange rates and foreign competition on future operations; and 21) other risks and uncertainties set forth in Kaman's annual, quarterly and current reports, and proxy statements.  Any forward-looking information provided in this presentation should be considered with these factors in mind.  The corporation assumes no obligation to update any forward-looking statements contained in this presentation.

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The Corporation intends to file with the Securities and Exchange Commission a Registration Statement on Form S-4, which will contain a proxy statement/prospectus in connection with the proposed recapitalization. The proxy statement/prospectus will be mailed to the stockholders of Kaman when it is finalized. STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Such proxy statement/prospectus (when available) and other relevant documents may also be obtained, free of charge, on the Securities and Exchange Commission's website (http://www.sec.gov) or by request from the contact listed below.

4

Kaman and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed recapitalization. The participants in such solicitation may include Kaman's executive officers and directors.  Further information regarding persons who may be deemed participants will be available in Kaman's proxy statement/prospectus to be filed with the Securities and Exchange Commission in connection with the proposed recapitalization.

Contact:
Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com

FORWARD-LOOKING STATEMENTS, continued

Slide 2

Ninth acquisition in the last several years: There completed for each segment.

Slide 3

Corporate Profile

•

Significant Events of 2005-to-date

–

Improved Operating Results in 1^st and 2^nd quarters of 2005

•

Market conditions and internal factors participated

•

13.6% increase in dividend from $0.11 to $0.125 per quarter

–

Proposed Recapitalization

•

Would eliminate dual class structure in which 2.9% of shares control 100% of the voting

power

•

Only moderate dilution

•

Shareholder vote and finalization expected this year

–

Refinancing of $150 million Revolving Credit completed

•

Investment grade rating of BBB-

•

Flexibility to pursue strategic objectives

–

Acquisition of MBT in Music Segment completed

•

Kaman was the largest independent distributor – MBT was second largest

•

Accretive to earnings

•

Corporate Profile

2004 SALES

g

  Aerospace                                       25%                         $252.4

g

  Industrial Distribution                 59%                           581.8

g

  Music                                              16%                            161.0

                                                                100.0%                       $995.2

Slide 4

Percent                     Millions $

Aerospace

SEGMENT OVERVIEW

Slide 5

 25% of 2004 Sales

g

  Aerostructures            4.6%                $45.4

g

  Fuzing                          5.7%                  56.7

g

  Helicopters                  6.7%                  67.0

g

  Kamatics                     7.8%                  77.1

Aerospace

Slide 6

   Percent                    Millions $

AEROSPACE OPERATING UNITS
2004 Sales (With Percent to Total Kaman Sales)

Aerospace

Slide 7

Sikorsky BLACKHAWK cockpit under construction at Kaman’s Jacksonville facility

Aerostructures Division: Facilities in Jacksonville, FL and Wichita, KS

4

Produces parts and subassemblies for
various customers, including:

•

Military programs such as the Boeing C-17
military transport (approx. $1.1 million
per shipset) and Sikorsky BLACKHAWK
helicopter cockpits (approximately $300
thousand per ship set)

•

Commercial programs such as the Boeing 737
(approximately $1.5 million annually, and 777 (approx.
$190 thousand/ship set)

4

Market conditions have improved:  Teal Group forecasts new
aircraft market to grow from $74 billion in 2005 to $108 billion
in 2010

4

Tier 1’s (Boeing, Sikorsky, Bell, Airbus, etc.) continue to
offload work in order to focus on final assembly providing
substantial opportunities

Aerospace

Slide 8

Top:  Hawk Missile
Bottom:  JPF fuzes at Orlando Facility

Fuzing Division: Facilities in Middletown, CT and Orlando, FL

4

Manufactures safe, arm and fuzing devices for a number of major…

•

Missile programs: AMRAAM, ATACMS, Brimstone, M-100 Hawk, Harpoon, JASSM, Maverick, SLAM-ER, Standard and Tactical Tomahawk

•

Bomb programs: Joint Programmable Fuze, FMU143,

FMU139, 40mm

4

$500 million market

4

Principal customers: U.S. militaries, Boeing, General Dynamics,

Lockheed and Raytheon

4

Ramping up capabilities for production of the 152 A/B Joint

Programmable Fuze: The Fuze of Choice

Aerospace

Slide 9

Top:  Kaman SH-2G Super Seasprites
Bottom:  Kaman K-MAX helicopter

Helicopters Division: Facilities in Bloomfield, CT

4

Markets and supports Kaman-made SH-2G Super Seasprite maritime

helicopter and K-MAX “Aerial Truck” helicopter

4

Major producers are moving away from manufacturing to final assembly

and systems integration, providing subcontract opportunities for Kaman

4

Principal customers include the governments of Australia, Egypt,

New Zealand and Poland; the U.S. Department of State and others

4

Helicopters are expected to return at approximate 10-year
service intervals for standard depot level maintenance. The
first two of ten aircraft delivered to Egypt in the late 1990s are
now in process (approximately $1.3 million/aircraft).
Remainder expected over the next three years.  Possibility of
an upgrade program

4

Program for Australia, in loss position, is moving toward completion

Aerospace

Slide 10

Kamatics highly-engineered bearings

Kamatics & RWG: Facilities in Bloomfield, Ct and Dachsbach, Germany

4

Manufactures proprietary self-lubricating
bearings for OEM and MRO use in nearly
all military and commercial aircraft
produced in North and South America
and Europe

4

Leader in product performance and
applications engineering support

4

Market size:  Approximately $1 billion

4

Key customers include:  U.S. and allied militaries (32% of 2004
sales), and commercial accounts with Boeing, Airbus, Embraer,
Bombardier and others (68% of sales).  Largest customer
represents 18% of 2004 sales, down from 43% in 1998

SEGMENT OVERVIEW

Slide 11

59% of 2004 Sales

Industrial Distribution

Slide 12

Kaman Industrial Technologies

4

Third largest player in highly fragmented $12 billion market

4

The business tends to closely track the U.S. Industrial
production and capacity utilization indices

4

Provides more than one million products to more than 50,000
MRO and OEM customers

4

Serves a broad cross section of north American industry in
70 of the top 100 U.S. Industrial markets

4

Nearly 200 locations in the U.S., Canada and Mexico

Source: Federal Reserve Board

Industrial Distribution

Slide 13

FRB Indices Of Industrial Production
And Capacity Utilization:
Predictability: Segment closely tracks national indices

Industrial Distribution

Slide 14

Portfolio Of Recognized Brands:
More than 1 million products
Sold to more than 50,000 MRO and OEM customers

Industrial Distribution

Slide 15

Geographical Coverage:
Nearly 200 locations in U.S. Canada and Mexico

   SEGMENT OVERVIEW

Slide 16

16% of 2004 Sales

Music

Slide 17

Kaman Music

Top:  Ovation Guitar
Bottom:  Gretsch Drum Set

4

Largest independent distributor of musical
instruments and accessories in the $7.0 billion
U.S. musical instrument market

4

Market is driven by consumer sentiment with the
“Back-to-School” and “Holiday” seasons being
important market indicators

4

Provides over 17,500 products:  Proprietary
lines to the large retail chains, and the full
catalogue to the smaller regional and local
stores

4

Strategically located distribution centers cover the
U.S. and Canadian markets

4

U.S. and Asian manufacturing supports our
proprietary and licensed brands of premium products

4

Leads the market in use of technology, providing systems to
service customers at all levels

ESTIMATED SALES OF TOP INDEPENDENT DISTRIBUTORS
Kaman includes August 2005 acquisition of MBT
(AMOUNTS IN MILLIONS)

Slide 18

Source:  Music Trades
Magazine

Music

Music

Slide 19

Consumer Confidence Index:
Segment Responds to “Back-to-school” and “Holiday” Spending Patterns

Music

Slide 20

Portfolio Of Premier Branded Products:
Largest Independent Distributor…over 17,500 Products

MUSIC BUSINESS MIX:
DIVERSIFICATION BY MAJOR PRODUCT TYPE

Music

g

  Accessories                 40%

g

  Percussion                  31%

g

  Fretted                         29%

Slide 21

Financial Review

Slide 22

Financial Overview

YEAR ENDED                 FIRST SIX MONTHS                       

NET SALES ($ in Millions)   Aerospace
     Aerostructures
     Fuzing
     Helicopters (incl. EODC)
     Kamatics/RWG         Industrial Distribution   Music   Total 2004     $45.4
56.7
73.2
77.1     $252.4     581.8   161.0   $995.2 2003
   $43.2
45.1
97.0
65.9     $251.2     497.9   145.4   $894.5 2005
       $26.3
27.8
41.8
45.8     $141.7     313.5   79.4   $534.6 2004
   $21.7
  25.2
41.1
38.4     $126.4     290.9   75.4   $492.7

              

Slide 23

Kaman Corporation and Subsidiaries

Financial Overview

EBIT ($ in Millions) Aerospace   Industrial Distribution   Music   Total Segment Operating Profit     Net Gain on Sale of Product Lines
and Other Assets   Corporate and Other Expense   Total Operating Profit/(Loss) - EBIT     EBITDA 2004 $ (14.3)   19.3   11.1   16.1     0.2
  (29.9)     $ (13.6)     $ (4.6) 2003 $14.8   12.7   9.5   37.0     18.2
  (20.4)     34.8     44.9 2005 $17.2   16.9   4.4   38.5     0.1
  (22.8)     15.8     20.4 2004 $(0.6)   10.8   3.4   13.6     0.2
  (13.0)     0.8     5.4

Slide 24

  YEAR ENDED                             FIRST SIX MONTHS

Kaman Corporation and Subsidiaries

Financial Overview

Slide 25

2004 Earnings Adjustments - Aerospace

 $20.1 million      Elimination of investment in contracts with
                              MD Helicopters

    7.1 million      Adjustment to Boeing Harbour Pointe contract

    2.0 million      Severance in connection with realignment of
                             Aerospace management team

    5.5 million     Increased accrued contract costs associated
                           with completion of Australia SH-2G (A) program

    3.5 million    Product warranty issues at Dayron

    3.4 million    Adjustment to EODC contract

$41.6 million Total

	As of July 1, 2005	As of December 31, 2004
Current assets	$450,227	$450,335
Current liabilities	224,459	226,105
Working capital	$225,768	$224,230
Bank Debt, Notes Payable, Debentures	$44,406	$43,405
Shareholders’ equity	$287,290	$284,170
Debt as % of capital Capital Expenditures Dividends	13% $4,129 $5,011	13% $7,539 $9,979

Financial Overview

Slide 26

Kaman Corporation and Subsidiaries

Kaman Corporation

Slide 27

Key Investment Considerations

4

Diversified revenue stream with mix of industrial, consumer
and military business

4

Strong and diverse customer base across each segment

4

Strong management team with extensive management experience

4

Industrial Distribution and Music segments follow well-established
economic models

4

Solid financial position

4

Unbroken dividend stream for over 30 years, with a 13.6% increase
announced recently

4

Proposed one share/one vote recapitalization