UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Curtiss-Wright Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
231561 10 1
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(CUSIP Number)
Eric J. Draut
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(312) 661-4520
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 231561 10 1
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Unitrin, Inc.
95-4255452
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 4,382,400
Beneficially -----------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting -----------------------------------------------------
Person 9. Sole Dispositive Power
With 4,382,400
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,382,400
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
43.5%
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14. Type of Reporting Person (See Instructions)
HC, CO
Amendment No. 7 to Schedule 13D
This Amendment No. 7 (the "Amendment") amends and supplements the
Schedule 13D originally filed by Unitrin, Inc. ("Unitrin") on April 6,
1990, as amended by Amendment No. 1 thereto, dated February 28, 1996,
Amendment No. 2 thereto, dated March 15, 1996, Amendment No. 3 thereto,
dated December 4, 1996, Amendment No. 4 thereto, dated November 6, 2000,
Amendment No. 5 thereto, dated January 11, 2001, and Amendment 6 thereto,
dated August 17, 2001. Terms used herein and not otherwise defined have the
meanings given such terms in Amendment Nos. 4, 5 and 6 to the original
Schedule 13D.
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $1.00 per share (the "Common Stock"), of
Curtiss-Wright Corporation, a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1200 Wall Street
West, Lyndhurst, New Jersey 07071.
Item 5. Interest in Securities of the Issuer
Except as set forth elsewhere in this Amendment, and as a result of a
two-for-one stock split paid on December 23, 1997, Unitrin has not acquired
or disposed of any shares of the Issuer's Common Stock since December 4,
1996, the date of Amendment No. 3 to the Schedule 13D. However, the
ownership percentage by Unitrin of the Issuer's Common Stock has increased
as the result of changes in the outstanding number of shares of the
Issuer's Common Stock since December 4, 1996. The result of these changes
is that Unitrin's ownership percentage has increased from 43.1% as reported
in Amendment No. 3 to the Schedule 13D to approximately 43.5% as of the
date of this Amendment.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to include the following
information:
On October 26, 2001, the stockholders of the Issuer approved, at a
special meeting called for such purpose, the transactions contemplated by
the Merger Agreement. Such approval was a condition to the declaration of
the Distribution under the Distribution Agreement. A description of the
terms and effects of the Distribution Agreement and the Merger Agreement is
included in Item 4 of Amendment No. 4, dated November 6, 2000, to Schedule
13D, and in Item 6 of Amendment No. 6, dated August 17, 2001, to Schedule
13D. Copies of the Distribution Agreement and the Merger Agreement are
attached to Amendment No. 6, dated August 17, 2001, to Schedule 13D, as
Exhibit 99.1 and 99.2, respectively.
On November 1, 2001, a committee of the board of directors of Unitrin
declared, subject to the consummation of the Recapitalization, the
Distribution of 4,382,400 shares of Class B common stock of the Issuer, on
a pro rata basis, to stockholders of record of Unitrin as of November 12,
2001. The Class B common stock to be distributed is expected to be received
by Unitrin in the Recapitalization and distributed to its shareholders on
or about November 29, 2001. A copy of the press release announcing the
declaration of the Distribution is attached to this Amendment as Exhibit
99.3.
The press release attached hereto as Exhibit 99.3 is incorporated by
this reference into this Item 6 and the foregoing is qualified in its
entirety by reference to such Exhibit 99.3.
Item 7. Material to be Filed as Exhibits
Exhibit Description
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99.3 Press Release issued by Unitrin, Inc. on November 1, 2001.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: November 2, 2001 UNITRIN, INC.
By: /s/ Eric J. Draut
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Eric J. Draut
Senior Vice President, Treasurer
and Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.3 Press Release issued by Unitrin, Inc. on November 1, 2001.
Exhibit 99.3
Unitrin, Inc. Declares Tax-Free Spin-Off
of Its Investment in Curtiss-Wright
CHICAGO--(BUSINESS WIRE)--Nov. 1, 2001--Unitrin, Inc. (NYSE: UTR - news)
today declared a tax-free distribution to its shareholders of all Class B
common stock of Curtiss-Wright Corporation to be issued to Unitrin pursuant
to a recapitalization of Curtiss-Wright in which all of the shares of
Curtiss-Wright common stock presently held by Unitrin will be exchanged for
Class B common stock. The distribution of Curtiss-Wright Class B shares is
subject to completion of the recapitalization and will be made on or about
November 29, 2001 to Unitrin shareholders of record as of November 12,
2001.
Curtiss-Wright previously announced on October 26, 2001 that its
shareholders had approved the recapitalization. The approval of the
recapitalization by Curtiss-Wright's shareholders was the last remaining
condition to the completion of the spin-off by Unitrin. When distributed,
Curtiss-Wright's Class B common stock will trade on the New York Stock
Exchange under the symbol "CW-B."
Based on the closing price of Curtiss-Wright's common stock on October 31,
2001, and assuming that the Class B common stock trades at substantially
the same price as the other outstanding shares of Curtiss-Wright common
stock, the Curtiss-Wright Class B shares to be distributed have an
aggregate market value of approximately $203 million or $3.01 per share of
Unitrin common stock outstanding. Based on the current number of Unitrin
common shares outstanding, Unitrin shareholders will receive approximately
6.5 shares of Curtiss-Wright Class B common stock for every 100 shares of
Unitrin common stock owned. As part of the distribution, Unitrin
shareholders will receive cash in lieu of any fractional shares of
Curtiss-Wright Class B common stock to which they would otherwise be
entitled.
"Curtiss-Wright has represented a major investment by Unitrin in a business
unrelated to our core operations," stated Richard C. Vie, Unitrin's
Chairman and Chief Executive Officer. "We believe that this transaction
will deliver value to our shareholders by distributing Curtiss-Wright's
stock to them in a tax efficient manner. In addition, the transaction will
allow our management to focus greater attention on our core businesses,
while providing greater liquidity in the market for Curtiss-Wright's
shares."
Under the recapitalization, all of the 4,382,400 Curtiss-Wright common
shares previously held by Unitrin will be exchanged for 4,382,400 shares of
a new Class B common stock of Curtiss-Wright which will be entitled to
elect 80% of the Board of Directors of Curtiss-Wright, but will otherwise
be identical to Curtiss-Wright's existing common stock. All of the other
outstanding shares of Curtiss-Wright common stock will remain outstanding
and be entitled to elect the remaining directors of Curtiss-Wright.
Financial Information
Unitrin, Inc. recorded net income attributable to its investment in
Curtiss-Wright of $11.8 million or $0.17 per share for the year ended
December 31, 2000 and $8.7 million or $0.13 per share for the nine months
ended September 30, 2001. Unitrin's investment in Curtiss-Wright under the
equity method of accounting was $131.7 million at September 30, 2001.
About the Companies
Unitrin's subsidiaries are engaged in three businesses: property and
casualty insurance, life and health insurance and consumer finance.
Curtiss-Wright Corporation is a diversified provider of highly engineered
products and services to the Motion Control, Flow Control and Metal
Treatment industries.
Contact:
Unitrin, Inc.
Scott Renwick, 312/661-4930