sc13dza

0000950123-10-063660.txt : 20100706 0000950123-10-063660.hdr.sgml : 20100705 20100706124452 ACCESSION NUMBER: 0000950123-10-063660 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 GROUP MEMBERS: BRYON S. KRANTZ GROUP MEMBERS: HARBERT FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: HARBERT FOUNDATION GROUP MEMBERS: KRANTZ FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: NORMAN C. HARBERT GROUP MEMBERS: WEINBERG FAMILY LIMITED PARTNERSHIP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEINBERG RONALD E CENTRAL INDEX KEY: 0000938031 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: SUITE 30-2500 CITY: CLEVELAND STATE: OH ZIP: 44114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWK CORP CENTRAL INDEX KEY: 0000849240 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341608156 STATE OF INCORPORATION: DE FISCAL YEAR END: 0819 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54031 FILM NUMBER: 10938172 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQ. STREET 2: STE 1500 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168613553 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 1500 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 FORMER COMPANY: FORMER CONFORMED NAME: HAWK GROUP OF COMPANIES INC DATE OF NAME CHANGE: 19950417 SC 13D/A 1 l40146sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment No. 2)

Hawk Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

420089 10 4

(CUSIP Number)

Marc C. Krantz
Kohrman Jackson & Krantz P.L.L.
1375 East 9^th Street, 20^th Floor,
Cleveland, OH 44114;
216-696-8700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 1, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)


CUSIP No.		420089 10 4		Page		2		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Norman C. Harbert

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

61,131⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,035,511⁽²⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

61,131⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,096,642⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁽¹⁾ Includes 2,217 shares held by Mr. Harbert’s 401(k) plan.

⁽²⁾ Includes 1,000,511 shares held by the Harbert Family Limited Partnership and 35,000 shares held by the Harbert Foundation.


CUSIP No.		420089 10 4		Page		3		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Harbert Family Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

1,000,511

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,000,511

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000,511

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		420089 10 4		Page		4		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Harbert Foundation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

35,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

35,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		420089 10 4		Page		5		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Ronald E. Weinberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

326,812⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,083,153⁽²⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

326,812⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

1,083,153⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,409,965⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁽¹⁾ Includes a currently exercisable option to purchase 135,967 shares.

⁽²⁾ Includes 1,083,153 shares owned by the Weinberg Family Limited Partnership.


CUSIP No.		420089 10 4		Page		6		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Weinberg Family Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

1,083,153

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,083,153

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,083,153

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		420089 10 4		Page		7		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Byron S. Krantz

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

49,064⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

243,876⁽²⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

49,064⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

243,876⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

292,940⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁽¹⁾ Includes a currently exercisable option to purchase 8,968 shares.

⁽²⁾ Includes 243,876 shares owned by the Krantz Family Limited Partnership.


CUSIP No.		420089 10 4		Page		8		of		12	Pages

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Krantz Family Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

243,876

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

243,876

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

243,876

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		420089 10 4		Page		9		of		12	Pages

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 2 to Schedule 13D is filed by Norman C. Harbert, the Harbert Family Limited Partnership (the “HFLP”), the Harbert Foundation (the “Foundation”), Ronald E. Weinberg, the Weinberg Family Limited Partnership (the “WFLP”), Byron S. Krantz and the Krantz Family Limited Partnership (the “KFLP”) (collectively, the “Reporting Persons”) relating to shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of Hawk Corporation, a Delaware corporation (“Hawk”).

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

On July 1, 2010, Hawk announced that its Board of Directors has determined to commence a process to explore and consider possible strategic alternatives for Hawk. Hawk’s press release was filed as Exhibit 99.1 to Hawk’s Form 8-K filed with the Securities and Exchange Commission on July 1, 2010 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by Hawk, there are currently 7,815,795 shares of Common Stock outstanding.

Mr. Harbert beneficially owns 1,096,642 shares of Common Stock, including 2,217 shares held in his 401(k) plan, 1,000,511 shares held by the HFLP and 35,000 shares held by the Foundation, or 14.0% of the outstanding Common Stock. The HFLP beneficially owns 12.8% of the outstanding Common Stock. The Foundation beneficially owns 0.5% of the outstanding Common Stock.

Mr. Weinberg beneficially owns 1,409,965 shares of Common Stock, including 1,083,153 shares held by the WFLP and a currently exercisable option to purchase 135,967 shares of Common Stock or 18.0% of the outstanding Common Stock, assuming exercise of the option held by Mr. Weinberg. The WFLP beneficially owns 13.7% of the outstanding Common Stock.

Mr. Krantz beneficially owns 292,940 shares of Common Stock, including 243,876 shares held by the KFLP and a currently exercisable option to purchase 8,968 shares of Common Stock, or 3.8% of the outstanding Common Stock, assuming exercise of the option held by Mr. Krantz. The KFLP beneficially owns 3.1% of the outstanding Common Stock.

(b) Mr. Harbert, as chairman of the board of trustees of the Foundation, has shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the shares of Common Stock owned by the Foundation. The Foundation has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the shares of Common Stock owned by it.


CUSIP No.		420089 10 4		Page		10		of		12	Pages

Item 7. Material to be Filed as Exhibits.

7.1 Joint Filing Agreement


CUSIP No.		420089 10 4		Page		11		of		12	Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 6, 2010



	/s/ Norman C. Harbert
	Norman C. Harbert, Individually


	Harbert Family Limited Partnership
	/s/ Norman C. Harbert
	Norman C. Harbert, managing general partner


	Harbert Foundation
	/s/ Norman C. Harbert
	Norman C. Harbert, chairman

	/s/ Ronald E. Weinberg
	Ronald E. Weinberg, Individually


	Weinberg Family Limited Partnership
	/s/ Ronald E. Weinberg
	Ronald E. Weinberg, managing general partner

	/s/ Byron S. Krantz
	Byron S. Krantz, Individually


	Krantz Family Limited Partnership
	/s/ Byron S. Krantz
	Byron S. Krantz, managing general partner


CUSIP No.		420089 10 4		Page		12		of		12	Pages

EXHIBIT INDEX


Exhibit Number		Description

7.1		Joint Filing Agreement

EX-7.1 2 l40146exv7w1.htm EX-7.1 exv7w1

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Date: July 6, 2010



	/s/ Norman C. Harbert
	Norman C. Harbert, Individually


	Harbert Family Limited Partnership
	/s/ Norman C. Harbert
	Norman C. Harbert, managing general partner


	Harbert Foundation
	/s/ Norman C. Harbert
	Norman C. Harbert, chairman

	/s/ Ronald E. Weinberg
	Ronald E. Weinberg, Individually


	Weinberg Family Limited Partnership
	/s/ Ronald E. Weinberg
	Ronald E. Weinberg, managing general partner

	/s/ Byron S. Krantz
	Byron S. Krantz, Individually


	Krantz Family Limited Partnership
	/s/ Byron S. Krantz
	Byron S. Krantz, managing general partner