sc13dza

0000950123-10-112796.txt : 20101210 0000950123-10-112796.hdr.sgml : 20101210 20101210153906 ACCESSION NUMBER: 0000950123-10-112796 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 GROUP MEMBERS: BYRON 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: 101244902 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 l41314sc13dza.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. 4 )

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)

December 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


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Norman C. Harbert


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		420089 10 4		Page		3		of		12	Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Harbert Family Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		420089 10 4		Page		4		of		12	Pages


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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		420089 10 4		Page		5		of		12	Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Ronald E. Weinberg


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		420089 10 4		Page		6		of		12	Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Weinberg Family Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		420089 10 4		Page		7		of		12	Pages


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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		420089 10 4		Page		8		of		12	Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Krantz Family Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		420089 10 4		Page		9		of		12	Pages

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 4 to Schedule 13D (the “Amendment”) 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, of Hawk Corporation, a Delaware corporation (“Hawk”).

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

On December 1, 2010, pursuant to the previously announced Agreement and Plan of Merger, dated October 14, 2010 (the “Merger Agreement”), by and among Carlisle Companies Incorporated, a Delaware corporation (“Carlisle”), HC Corporation, a Delaware corporation and wholly-owned subsidiary of Carlisle (the “Purchaser”), and Hawk Corporation, a Delaware corporation (“Hawk” or the “Company”), Carlisle completed its acquisition of all of the issued and outstanding shares of Hawk’s Class A common stock, par value $0.01 per share, (the “Hawk Common Stock”), including the associated Rights (as defined in the Merger Agreement) (each a “Share” and, collectively, the “Shares”), at a per Share price of $50.00 in cash, without interest thereon and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2010 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), and described in the Schedule TO filed by the Purchaser and Carlisle with the Securities and Exchange Commission (the “SEC”) on November 1, 2010, as amended. Carlisle’s acquisition of the Shares was structured as a two-step transaction, with the Offer followed by the merger of Merger Sub with and into Hawk in a “short-form” merger under Section 253 of the Delaware General Corporation Law (the “Merger”), with Hawk continuing as the surviving corporation and a wholly-owned subsidiary of Carlisle (the “Surviving Corporation”).

The offering period of the Offer expired at midnight, New York City time, at the end of the day on Tuesday, November 30, 2010. Based on information provided by the depositary, as of the expiration date, an aggregate of 7,321,448 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 94% of all of the outstanding Shares. The Purchaser accepted for payment and promptly paid the Offer Price to all stockholders of Hawk who validly tendered and did not withdraw Shares pursuant to the Offer.

Pursuant to the terms of the Tender and Voting Agreements, dated as of October 14, 2010, by and among, Carlisle, the Purchaser and each of Messrs. Weinberg, Harbert and Krantz, the Reporting Persons tendered 2,654,473 Shares of in the Offer.

Pursuant to the Merger Agreement, the Merger became effective on December 1, 2010 (the “Effective Time”). As a result of the Merger, each issued and outstanding Share not tendered in the Offer (other than the Hawk Common Stock held by Carlisle or its subsidiaries, which have been cancelled, and other than Shares for which appraisal rights are properly demanded and


CUSIP No.		420089 10 4		Page		10		of		12	Pages

perfected in accordance with Delaware law) was converted into the right to receive the Offer Price.

The Merger Agreement provides that, at the Effective Time, (1) each outstanding unexercised stock option of Hawk’s will fully vest and be cancelled, and (2) each option holder will be entitled to receive from Hawk in settlement of each option a single lump sum payment equal to the net amount of (i) the product of (A) the excess, if any, of the Merger Consideration over the exercise price per share of such option, multiplied by (B) the number of shares subject to such option, less (ii) any income or employment tax required to be withheld. In connection with this provision, Hawk’s option holders, including Messrs. Weinberg and Krantz, entered into letters with Hawk regarding the cancellation of their options at the effective time of the Merger, in accordance with the foregoing provision of the Merger Agreement.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Hawk with the SEC on October 19, 2010.

Item 5. Interest in Securities of the Issuer.

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

(a) As a result of the transactions described in Item 4, none of the Reporting Persons beneficially owns any Shares of Hawk Common Stock.

(b) As a result of the transactions described in Item 4, none of the Reporting Persons beneficially owns any Shares of Hawk Common Stock.

(c) Except for the tender and acceptance of the Shares in the Offer and the cancellation of the options in the Merger, none of the Reporting Persons has effected any transactions in Hawk Common Stock in the past sixty days.

(e) As a result of the Offer and the Merger, the Reporting Persons ceased to be the beneficial owner of more than 5% of Hawk Common Stock on December 1, 2010.

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: December 10, 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

Page 11 of 13 Pages


CUSIP No.		420089 10 4		Page		12		of		12	Pages

EXHIBIT INDEX


Exhibit Number		Description

	7.1	Joint Filing Agreement

EX-7.1 2 l41314exv7w1.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: December 10, 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