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 21, 2004
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):
[ ] 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))
This is page 1 of 5.
Item 2.06 Material Impairments.
On September 27, 2004, the Corporation announced that it intends to
take a non-cash sales and pre-tax earnings charge in the third
quarter of approximately $21.0 million, eliminating its investment
(principally billed receivables and recoverable costs - not billed)
in contracts with MD Helicopters, Inc. ("MDHI"). The non-cash
charge is expected to include a negative sales adjustment of
approximately $19.0 million and an addition to the Corporation's
bad debt reserve of approximately $2.0 million. The charge is not
expected to result in any future cash expenditures.
The contracts with MDHI provide for the production of helicopter
fuselages and rotor blades, however because of payment issues, the
Corporation stopped work on the MDHI program in 2003. It has been
the Corporation's expectation that MDHI would be successful in
executing its strategy to improve current financial and operational
circumstances. MDHI management has indicated that, although it
continues to work on this strategy, it has not been able to resolve
the situation thus far; therefore, the Corporation has determined
that, given current circumstances, a sales and pre-tax charge in
the amount of its investment under these contracts must be taken in
compliance with accounting principles generally accepted in the
United States of America.
The Corporation intends to maintain a business relationship with
MDHI should it be successful in improving its financial and
operational situation.
Item 7.01 Regulation FD Disclosure.
On September 27, 2004, the Corporation issued a press release
regarding its decision to take a non-cash charge in the third
quarter as discussed in Item 2.06 of this Report. A copy of the
press release is furnished with this Report as Exhibit 99.1.
Item 8.01 Other Events.
The non-cash sales and pre-tax earnings charge discussed in Item
2.06 of this Report would create a default under a financial
covenant and possibly an acceleration of indebtedness under the
Corporation's revolving credit agreement, if not avoided by waiver
of any default under, or by modification of, the agreement. The
Corporation has been working with its lenders and expects to
resolve this issue in a manner that will avoid any such default or
Page 2
acceleration or any related issues because of cross-default
provisions of certain smaller debt obligations of the Corporation
and its subsidiaries.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press release dated September 27, 2004.
Page 3
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 27, 2004
Page 4
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 99.1 Press release dated September 27, 2004 Attached
Page 5
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