-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TmRypG+kBEDmB0CAgXj4psOGyMZ5vI9ZQUk1bMpZdAy6alJ8T0FG0EaGsJGnOWCQ xvJYa/Jnrl7lvbW947BegQ== 0000950152-02-007394.txt : 20021002 0000950152-02-007394.hdr.sgml : 20021002 20021002155948 ACCESSION NUMBER: 0000950152-02-007394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021002 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021002 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13797 FILM NUMBER: 02779867 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQ STE 30-5000 STREET 2: STE 29-2500 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168613553 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 29-2500 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 FORMER COMPANY: FORMER CONFORMED NAME: HAWK GROUP OF COMPANIES INC DATE OF NAME CHANGE: 19950417 8-K 1 l96528ae8vk.txt HAWK CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 DATE OF REPORT: OCTOBER 2, 2002 (Date of earliest event reported) HAWK CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-13797 34-1608156 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 200 PUBLIC SQUARE, SUITE 30-5000, CLEVELAND, OHIO 44114 (Address of principal executive offices including zip code) (216) 861-3553 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On October 2, 2002, Hawk Corporation filed a press release announcing the extension of the consent payment deadline in connection with its offer to exchange new 12% Senior Notes due 2006 for its outstanding 10 1/4% Senior Notes due 2003 and its related solicitation of consents to amend the indenture for the 10 1/4% Senior Notes due 2003. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits: 99 Hawk Corporation press release of October 2, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 2, 2002 HAWK CORPORATION By: /s/ Thomas A. Gilbride ------------------------------- Thomas A. Gilbride, Vice President - Finance and Treasurer 2 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99 Hawk Corporation press release of October 2, 2002 EX-99 3 l96528aexv99.txt EXHIBIT 99 EXHIBIT 99 ---------- HAWK Corporation FOR IMMEDIATE RELEASE CONTACT: Ronald E. Weinberg Chairman and CEO (216) 861-3553 Jeffrey H. Berlin President and COO (216) 861-3553 HAWK EXTENDS CONSENT PAYMENT DEADLINE FOR EXCHANGE OFFER AND CONSENT SOLICITATION CLEVELAND, Ohio - October 2, 2002 - Hawk Corporation (NYSE: HWK) announced today, in connection with its offer to exchange new 12% Senior Notes due 2006 ("New Notes") for its outstanding 10 1/4% Senior Notes due 2003 ("Old Notes") and its related solicitation of consents to amend the indenture for the Old Notes, that it has extended the consent payment deadline (the deadline by which valid and unrevoked consents must be received in order to be eligible to receive a consent payment) until 5:00 p.m., New York City time, on October 10, 2002. The exchange offer and consent solicitation are subject to the terms and conditions of the Prospectus and Consent Solicitation Statement dated September 12, 2002 (the "Prospectus"), as amended hereby, that the Company has filed with the Securities and Exchange Commission. This announcement amends and supplements the Prospectus and the related letter of transmittal with respect to the matters described above. All other terms and conditions of the Prospectus and the related letter of transmittal remain in full force and effect. Persons with questions regarding the exchange offer and consent solicitation should contact the information agent, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokerage firms) or (800) 290-6430 (all others). This press release is not an offer to sell or the solicitation of an offer to buy any security and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The exchange offer and consent solicitation are made solely by the Prospectus. THE COMPANY Hawk Corporation is a leading worldwide supplier of highly engineered products. Its friction products group is a leading supplier of friction materials for brakes, clutches and transmissions used in airplanes, trucks, construction equipment, farm equipment and recreational vehicles. Through its precision components group, the Company is a leading supplier of powder metal components for industrial applications, including pump, motor and transmission elements, gears, pistons and anti-lock sensor rings. The Company's performance automotive group manufactures clutches and gearboxes for motorsport applications and performance automotive markets. The Company's motor group designs and manufactures die-cast aluminum rotors for small electric motors used in appliances, business equipment and exhaust fans. Headquartered in Cleveland, Ohio, Hawk has approximately 1,550 employees and 16 manufacturing sites in five countries. FORWARD-LOOKING STATEMENTS This press release includes forward-looking statements regarding Hawk's exchange offer and consent solicitation that involve risks and uncertainties. These forward-looking statements are based upon management's expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company that could cause actual results to differ materially from such statements. Actual results and events may differ significantly from those projected in the forward-looking statements. Reference is made to Hawk's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2001, its quarterly reports on Form 10-Q, and other periodic filings, for a description of the foregoing and other factors that could cause actual results to differ materially from those in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Hawk Corporation is online at: http://www.hawkcorp.com/ -----END PRIVACY-ENHANCED MESSAGE-----