425

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):   June 8, 2005 (June 8, 2005)

Kaman Corporation

(Exact name of registrant as specified in its charter)

Connecticut;

(State or other jurisdiction of 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)

¨ 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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01.   Other Events

                As previously disclosed, Kaman Corporation (“Kaman” or the “Company”) announced on June 7, 2005 that its board of directors approved an Agreement with certain members of the Kaman family that contemplates a proposed recapitalization (the “Recapitalization”), which would simplify the Company’s capital structure and enhance its corporate governance by eliminating the existing two-class structure of common stock. In connection with the Recapitalization, on June 8, 2005, members of Kaman’s senior management presented 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. The presentation of such information was available to investors via a conference call, the transcript of which is attached to this report as Exhibit 99.2 and incorporated by reference herein.

Item 9.01.   Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit 99.1	Slides from Kaman’s presentation to investors made on June 8, 2005.
Exhibit 99.2	Transcript of Kaman’s presentation to investors made on June 8, 2005.

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

Dated: June 8, 2005

INDEX TO EXHIBITS

Exhibit 99.1	Slides from Kaman’s presentation to investors made on June 8, 2005.
Exhibit 99.2	Transcript of Kaman’s presentation to investors made on June 8, 2005.

EX-99

Exhibit 99.1

PROPOSED RECAPITALIZATION:

OVERVIEW

8 June

Kaman Corporation

(NASDAQ: KAMNA)

2005

The Q&A for this session is
limited to the matters
addressed in this document

FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, the matters set forth in this document are forward-looking statements
that involve a number of risks and uncertainties that could cause actual results to differ materially from any such
statement.  These risks and uncertainties include items discussed in the company's Safe Harbor Compliance Statement for
Forward-looking Statements included in the company's recent filings, including Forms 10-K, 10-Q, and 8-K, with the
Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company
undertakes no obligation to update them.

Kaman 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 from Kaman by contacting
Russell H. Jones, SVP, Chief Investment Officer & Treasurer, by telephone at (860) 243-6307 or by email at rhj-
corp@kaman.com.

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.

Slide 2

CURRENT CAPITALIZATION

Slide 3

CLASS A

CLASS B

Shares Outstanding

(5/31/05)

22,151,756

667,814

Percent of Total

97.1%

2.9%

Percent of Voting Control

0.0%

100.0%

The vast majority of Class B shares are held by the Kaman family.  

OVERVIEW OF PROPOSED RECAPITALIZATION

TERMS:

All current Class A Shares would become voting
common:

One share = one vote

All current Class B Shares reclassified as voting
common:

At 1.95x exchange ratio, or

On a 1-to-1 basis + 0.95x the Class A Share value in
cash (approximately $9.9 million)

Represents approximately 2.8% economic dilution to
current Class A shareholders

Slide 4

RATIONALE FOR RECAPITALIZATION

Aligns voting rights with economic ownership

Removes the current situation whereby Class B shareholders have
100% of the voting control with only 2.9% of the economic ownership:  
Following the recapitalization, voting rights will be equivalent to
economic rights

Simplifies capital structure

Enhances strategic flexibility

Slide 5

PROCESS:

A Special Committee of independent members of the Board of
Directors was formed to evaluate and negotiate a transaction.  

Two independent financial advisors were retained to provide fairness
opinions:

Evercore Partners as to Class A shareholders

Houlihan Lokey Howard & Zukin as to Class B shareholders

The Board of Directors approved the transaction on June 7, 2005.

The transaction requires an affirmative vote by both Class A and
Class B Shareholders, each voting as a separate class.

The Kaman family has signed a voting agreement in favor of the
transaction.

Shareholder votes and closing expected in 3Q/2005.  Proxy materials
will be forwarded following SEC review.

OVERVIEW OF PROPOSED RECAPITALIZATION

Slide 6

IMPACT ON ECONOMICS, EARNINGS, AND CREDIT

Financial Overview

Economic Impact

6.3x

24%

2.9%

97.1%

Economic

Status Quo

100.0%

0.0%

Voting

5.6x

6.3x

Adjusted LTM EBITDA⁽³⁾/Interest Exp

27%

24%

Total Debt ⁽²⁾/Total Capitalization

Credit Impact

(1.3%)

(2.7%)

FY 2005E EPS Dilution

Earnings Impact

2.9%

2.9%

5.5%

5.5%

Class B

97.1%

97.1%

94.5%

94.5%

Class A

Voting

Economic

Voting

Economic

Shares Plus Cash⁽¹⁾

Shares Only⁽¹⁾

Pro Forma

(1)

Assumes all Class B shareholders elect this alternative.

(2)

Includes letters of credit of $26.4 million

(3)

Excludes one-time charges for MDHI

Slide 7

BUSINESS UPDATE

Slide 8

Kaman operates in three segments:  Aerospace, Industrial Distribution
and Music, with the following contribution of each to 2004 sales.

Aerospace

25%

Industrial

Distribution

59%

Music

16%

Aerospace:

Aircraft structures and
components for commercial and
military aircraft

Missile and bomb fuzing

SH-2G and K-MAX helicopter
programs

Proprietary aircraft bearings

Industrial Distribution:

One of the nation’s larger
distributors of power
transmission, motion, control,
material handling and electrical
components and a wide range of
bearings.  

Over 50,000 customers

Music:

Largest independent
distributor of musical
instruments and
accessories

More than 17,500
products

Premium brands

The Industrial Distribution and Music segments - and Kamatics, our
proprietary aircraft bearing business within the Aerospace segment,
produced record sales in 2004 and results for these elements
remained strong in the first quarter of 2005.  

In the Aerospace segment, progress has been made in the:

Realignment of the segment into new operating divisions

Strategic emphasis on aerospace subcontracting including a
major plant relocation

Qualification and initial production of an important new fuzing
product

Ongoing work toward completion of the Australian SH-2G(A)
helicopter program.

The current outlook for the major industrial, consumer, and aviation
markets served remains positive.

Slide 9

BUSINESS UPDATE

INCREASED ANNUAL DIVIDEND to $0.50/SHARE

Represents an increase of 13.6% from the previous rate of $0.44/share

Unbroken cash dividend record dating over 30 years to 1971

Current dividend rate unchanged for over 16 years

Increased confidence in business environment

Dividend yield increases to 3.2% from 2.8% based on stock price
as of May 31, 2005

The dividend increase was not contingent on completion of the
recapitalization

Slide 10

EX-99

Exhibit 99.2

Kaman Corporation
Moderator: Gordon McCoun
June 8, 2005
9:00 a.m. EST