CURTISS WRIGHT CORP — Regulatory Filings 2012

Aug 13, 2012

8-K 1 c70639_8-k.htm

| 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): August 9, 2012

CURTISS WRIGHT CORPORATION (Exact Name of Registrant as Specified in Its Charter)

Delaware	1-134	13-0612970
State
or Other	Commission
File	IRS
Employer
Jurisdiction
of	Number	Identification
No.
Incorporation
or
Organization

10 Waterview Boulevard
Parsippany, New Jersey	07054
Address of Principal
Executive Offices	Zip
Code

Registrant’s telephone number, including area code: (973) 541-3700

| 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): |

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

Amendment to Credit Agreement

On August 9, 2012, Curtiss-Wright Corporation (the “Company” ) entered into a Third Amended and Restated Credit Agreement (the “Amended and Restated Agreement” ), among the Company, and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents; and RBS Citizens N.A., as Documentation Agent.

The Third Amended and Restated Agreement amends the Company’s $425 Million five-year credit facility under the Credit Agreement dated as of August 10, 2007, by extending the maturity date of the facility from August 10, 2012 to August 9, 2017, and increasing the credit facility from $425 Million to $500 Million with an accordion feature to expand to $600 Million. The revised agreement provides for similar financial and debt covenants that are no more restrictive than those in the prior agreement. The Company plans to use the credit line for working capital purposes, internal growth initiatives, funding of possible future acquisitions and other general corporate purposes.

The foregoing description of the Third Amended and Restated Agreement does not purport to be complete. For an understanding of the terms and provisions, reference should be made to the Third Amended and Restated Agreement, attached as Exhibit 10.1 to this Report.

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Section 9 – Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 — Form of Third Amended and Restated Credit Agreement dated as of August 9, 2012, among the Company, the Company, and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; JPMorgan Chase Bank, N.A., and Wells Fargo, N.A. as Syndication Agents; and RBS Citizens N.A., as Documentation Agent.

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
	Glenn E. Tynan
	Vice-President and
	Chief Financial Officer

Date: August 13, 2012

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Third Amended and
Restated Credit Agreement, dated August 9, 2012.

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