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): October 29, 2002
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-134 13-0612970
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State or Other Commission File IRS Employer
Jurisdiction of Number Identification No.
Incorporation or
Organization
1200 Wall Street West, Suite 501
Lyndhurst, New Jersey 07071
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (201) 896-8400
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Item 2. Acquisition or Disposition of Assets
(a) On October 29, 2002, Curtiss-Wright Corporation (the "Company") acquired
substantially all the assets of the Electro Mechanical Division ("EMD") of
Westinghouse Government Services Company LLC ("Westinghouse"), a wholly-owned
subsidiary of Washington Group International, for a purchase price of $80
million in cash and the assumption of certain liabilities. The purchase price is
subject to certain adjustments as provided for in the Asset Purchase Agreement
(the "Agreement"). The Company funded the purchase price from the credit
available under the Corporation's Revolving Credit facility. The purchase price
was determined as a result of arm's length negotiations between senior
management of the Company and Westinghouse. The acquired business generated
sales of $146 million in 2001.
Pursuant to the terms and conditions of the Agreement, the Company purchased
certain real estate, leasehold interests, inventory, fixed assets, patents,
trade names and trademarks, and other intangibles of the manufacturing and
distribution operations of EMD (the "Purchased Assets").
Westinghouse is not affiliated with the Company or with any of the Company's
subsidiaries. EMD, located in Cheswick, Pennsylvania, will operate as part of
the Company's Flow Control segment, and as a wholly-owned subsidiary of
Curtiss-Wright Flow Control Corporation, in turn a wholly-owned subsidiary of
the Company. EMD will operate at its existing locations and with the current
management team and employee workforce.
The description of the acquisition transaction set forth herein is qualified in
its entirety by reference to the Agreement, which is incorporated as
Exhibit 2.1.
(b) Certain of the Purchased Assets constitute plant, equipment and other
physical property, particularly furniture, fixtures and leasehold improvements
used in the business as described elsewhere herein, and the Company intends to
continue such use.
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Item 7. Financial Statement Pro Forma Information and Exhibits
(a) and (b) Financial Statements of Electro Mechanical Division of
Westinghouse Government Services Company LLC and Pro Forma Financial Information
will be filed by Amendment within sixty (60) days of the date hereof.
(c) Exhibits Description
2.1 Asset Purchase Agreement dated October 25, 2002 between
Westinghouse Government Services Company LLC and
Curtiss-Wright Electro-Mechanical Corporation.
99.1 Press release of Curtiss-Wright Corporation dated October
29, 2002.
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Except for historical information, this Current Report on Form 8-K may be deemed
to contain "forward looking" information. Examples of forward looking
information include, but are not limited to, (a) projections of or statements
regarding return on investment, future earnings, interest income, other income,
earnings or loss per share, investment mix and quality, growth prospects,
capital structure and other financial terms, (b) statements of plans and
objectives of management, (c) statements of future economic performance, and (d)
statements of assumptions, such as economic conditions underlying other
statements. Such forward looking information can be identified by the use of
forward looking terminology such as "believes," "expects," "may," "will,"
"should," "anticipates," or the negative of any of the foregoing or other
variations thereon or comparable terminology, or by discussion of strategy. No
assurance can be given that the future results described by the forward looking
information will be achieved. Such statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward looking
information. Such statements in this Report include, without limitation, those
contained in Item 2, Acquisition or Disposition of Assets and Item 7, Financial
Statements, Pro Forma Information and Exhibits. Important factors that could
cause the actual results to differ materially from those in these
forward-looking statements include, among other items, (i) a reduction in
anticipated orders; (ii) an economic downturn; (iii) changes in the competitive
marketplace and/or customer requirements; (iv) changes in the need for
additional machinery and equipment and/or in the cost for the expansion of the
Corporation's operations; (v) changes in the competitive marketplace and/or
customer requirements; (vi) a change in government spending; (vii) an inability
to perform customer contracts at anticipated cost levels; (viii) political
conditions in the United States and other countries; (ix) labor relation issues;
and (x) other factors that generally affect the business of aerospace, marine,
and industrial companies.
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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.
CURTISS-WRIGHT CORPORATION
By: /s/ Glenn E. Tynan
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Glenn E. Tynan
Vice President - Finance and
Chief Financial Officer
Date: November 11, 2002
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