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) July 6, 2005 (July 6, 2005)
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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 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 communication 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.
The Company announced that on June 29, 2005 it received a
letter from Mason Capital Management ("Mason"), who is also a party to the
previously disclosed agreement between Mason and the Kaman family, in which
Mason represented that it owned 55,642 shares of Class B common stock and
requested that it be permitted to review a list of the holders of Class B
common stock in connection with its intention to purchase all outstanding
shares of Class B common stock. As of this date, the Company has refused to
comply with Mason's request as it believes that Mason has not met the statutory
requirements necessary to obtain such a stockholder list.
In addition, on July 6, 2005, as permitted under the
Company's previously disclosed recapitalization agreement with members of the
Kaman family, the Company submitted certain questions to arbitration as to
whether or not the proposed transaction contemplated by the previously
disclosed agreement between the Kaman family and Mason constitutes a
"qualifying alternative transaction" under the recapitalization agreement. The
Company also sent letters to the Kaman family and Mason requesting certain
information regarding their discussions with respect to the Kaman family's
shares of Class B common stock.
Further detail on the proposed recapitalization and
recapitalization agreement can be found in the recapitalization agreement,
which was filed as Exhibit 2.1 to a Form 8-K filed by the Company 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
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Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: July 6, 2005