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):
December 20, 2001
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. Disposition of Assets
On December 20, 2001, Curtiss-Wright Corporation ("Registrant" or
"Curtiss-Wright"), completed the sale of its Wood-Ridge Industrial Complex
("Industrial Complex") to Wood-Ridge Industrial Property Owner LLC and
Wood-Ridge Development LLC (collectively "Wood-Ridge"), successors in interest
to Shaw Achas LLC.
On August 2, 2001 Curtiss-Wright entered into a Real Estate Sale and
Purchase Agreement (the "Agreement") pursuant to which Wood-Ridge acquired from
Curtiss-Wright certain real estate, assets, and equipment located in Wood-Ridge,
New Jersey. The Industrial Complex comprises approximately 2.3 million square
feet of rental space located on 138 acres of land. As part of the transaction,
Curtiss-Wright transferred to Wood-Ridge the title to the Property and the day
to day operations of the rental property, which is currently leased to tenants
engaged in light manufacturing, assembly and warehousing operations.
Curtiss-Wright received cash in the amount of $51,000,000 from Wood-Ridge,
and Wood-Ridge assumed all lease obligations on the Property. Under the terms of
the Agreement, Curtiss-Wright retains the responsibility to continue its
environmental remediation efforts at the Industrial Complex.
As a result of this transaction, Curtiss-Wright expects to record a
non-recurring net gain of $23.1 million, or $2.26 per share.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits Description
2.1 Real Estate Sale and Purchase dated August 2, 2001 between Curtiss-Wright
Corporation, Curtiss-Wright Flight Systems, Inc. and Shaw Achas, LLC.
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2.2 Addendum To Real Estate Sale And Purchase Agreement dated September 10, 2001 By
And Between Curtiss-Wright Corporation Curtiss-Wright Flight Systems, Inc. and
Shaw Achas LLC
99.1 Press release of Curtiss-Wright Corporation dated December 21, 2001.
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) an inability to perform customer contracts at
anticipated cost levels; (vii) political conditions in the United States and
other countries; (viii) labor relation issues; and (ix) 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
Corporate Controller
Date: January 4, 2001
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