CHICAGO, Nov 1, 2001 (BUSINESS WIRE) — Unitrin, Inc. (NYSE: UTR) 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.
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
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