-----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, Tx7WYAhRmEinLw4k2FXCEdN0qxGauZV4zaey8hQmx6wy23WHNI+ihLPXy2i1rJuB 9Z7Z3AqzCj2WNEjB+S0ZZQ== 0000950152-02-007734.txt : 20021022 0000950152-02-007734.hdr.sgml : 20021022 20021022170512 ACCESSION NUMBER: 0000950152-02-007734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20021014 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021022 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: 02795317 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 l96677ae8vk.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 14, 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 14, 2002, Hawk Corporation filed a press release announcing, in connection with its offer to exchange new 12% Senior Notes due 2006 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 received valid and unrevoked consents representing a majority in aggregate principal amount of the Old Notes. In addition, Hawk announced the extension of the exchange offer and related consent payment deadline. Hawk also issued press releases on October 16, 17 and 18, 2002, further extending the exchange offer and consent payment deadline. Later in the day on October 18, 2002, Hawk issued another press release announcing the completion of the exchange offer and its acceptance of $64,417,000 or approximately 99% in principal amount of its Old Notes. Hawk further announced that, concurrently with its acceptance of the Old Notes, it completed its new $53.0 million credit facility. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits: 99.1 Hawk Corporation press release of October 14, 2002 99.2 Hawk Corporation press release of October 16, 2002 99.3 Hawk Corporation press release of October 17, 2002 99.4 Hawk Corporation press release of October 18, 2002 99.5 Hawk Corporation press release of October 18, 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 18, 2002 HAWK CORPORATION By: /s/ Thomas A. Gilbride ----------------------------- Thomas A. Gilbride, Vice President - Finance and Treasurer 2 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Hawk Corporation press release of October 14, 2002 99.2 Hawk Corporation press release of October 16, 2002 99.3 Hawk Corporation press release of October 17, 2002 99.4 Hawk Corporation press release of October 18, 2002 99.5 Hawk Corporation press release of October 18, 2002 EX-99.1 3 l96677aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ HAWK Corporation [LETTERHEAD] FOR IMMEDIATE RELEASE CONTACT: Ronald E. Weinberg Chairman and CEO (216) 861-3553 Jeffrey H. Berlin President and COO (216) 861-3553 HAWK ANNOUNCES RECEIPT OF REQUIRED CONSENTS TO AMEND THE INDENTURE FOR ITS 10 1/4% SENIOR NOTES DUE 2003 CLEVELAND, Ohio - October 14, 2002 - Hawk Corporation (NYSE: HWK) announced today, in connection with its offer to exchange new 12% Senior Notes due 2006 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 received valid and unrevoked consents representing a majority in aggregate principal amount of the Old Notes. Pursuant to the proposed amendments to the indenture, the guarantees of the Old Notes and substantially all covenants relating to the Old Notes will be eliminated. As a result, any remaining Old Notes will be structurally subordinated to the new notes and note guarantees issued in the exchange offer. As of 5:00 p.m., New York City time, on October 11, 2002, $52,564,000 in principal amount (approximately 81%) of the Old Notes had been validly tendered and not withdrawn in the exchange offer and consent solicitation. In addition, the Company announced that it is extending the expiration of the exchange offer and the consent payment deadline until 11:00 a.m., New York City time, on Tuesday, October 15, 2002. The Company expects to close the exchange offer as soon as practicable thereafter. The exchange offer and consent solicitation are subject to the terms and conditions of the Prospectus and Consent Solicitation Statement filed by the Company with the Securities and Exchange Commission on September 12, 2002 (as supplemented on October 4, 2002, the "Prospectus"), as amended hereby. Under the terms and conditions of the exchange offer and consent solicitation, which are described in the Prospectus, tendered Old Notes may no longer be withdrawn and consents may no longer be revoked. 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. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. D.F. King is the information agent and HSBC Bank USA is the exchange agent. Additional information regarding the terms and conditions of the exchange offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. 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 1,600 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/ ------------------------ EX-99.2 4 l96677aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 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 ANNOUNCES EXTENSION OF DEBT EXCHANGE OFFER AND RELATED CONSENT SOLICITATION CLEVELAND, Ohio - October 16, 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 is extending the expiration of the exchange offer and the consent payment deadline (the deadline by which valid consents must be received in order to be eligible to receive a consent payment) until 11:00 a.m., New York City time, on October 16, 2002. The Company expects to close the exchange offer as soon as practicable thereafter. As of 5:00 p.m., New York City time, on October 15, 2002, $64,417,000 (approximately 99%) of the Old Notes had been validly tendered and not withdrawn in the exchange offer and consent solicitation. The exchange offer and consent solicitation are subject to the terms and conditions of the Prospectus and Consent Solicitation Statement filed by the Company with the Securities and Exchange Commission on September 12, 2002 (as supplemented on October 4, 2002, the "Prospectus"), as amended hereby. This announcement amends and supplements the Prospectus and the related letter of transmittal with respect to the new expiration date and consent payment deadline described above. All other terms and conditions of the Prospectus and the related letter of transmittal remain in full force and effect. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. D.F. King is the information agent and HSBC Bank USA is the exchange agent. Additional information regarding the terms and conditions of the exchange offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. 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 1,600 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/ ------------------------ EX-99.3 5 l96677aexv99w3.txt EXHIBIT 99.3 Exhibit 99.3 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 ANNOUNCES EXTENSION OF DEBT EXCHANGE OFFER AND RELATED CONSENT SOLICITATION CLEVELAND, Ohio - October 17, 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 is extending the expiration of the exchange offer and the consent payment deadline (the deadline by which valid consents must be received in order to be eligible to receive a consent payment) until 11:00 a.m., New York City time, on October 17, 2002. The Company expects to close the exchange offer as soon as practicable thereafter. As of 5:00 p.m., New York City time, on October 15, 2002, $64,417,000 (approximately 99%) of the Old Notes had been validly tendered and not withdrawn in the exchange offer and consent solicitation. The exchange offer and consent solicitation are subject to the terms and conditions of the Prospectus and Consent Solicitation Statement filed by the Company with the Securities and Exchange Commission on September 12, 2002 (as supplemented on October 4, 2002, the "Prospectus"), as amended hereby. This announcement amends and supplements the Prospectus and the related letter of transmittal with respect to the new expiration date and consent payment deadline described above. All other terms and conditions of the Prospectus and the related letter of transmittal remain in full force and effect. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. D.F. King is the information agent and HSBC Bank USA is the exchange agent. Additional information regarding the terms and conditions of the exchange offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. 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 1,600 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/ ------------------------ EX-99.4 6 l96677aexv99w4.txt EXHIBIT 99.4 Exhibit 99.4 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 ANNOUNCES EXTENSION OF DEBT EXCHANGE OFFER AND RELATED CONSENT SOLICITATION CLEVELAND, Ohio - October 18, 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 is extending the expiration of the exchange offer and the consent payment deadline (the deadline by which valid consents must be received in order to be eligible to receive a consent payment) until 11:00 a.m., New York City time, on October 18, 2002. The Company expects to close the exchange offer as soon as practicable thereafter. As of 5:00 p.m., New York City time, on October 15, 2002, $64,417,000 (approximately 99%) of the Old Notes had been validly tendered and not withdrawn in the exchange offer and consent solicitation. The exchange offer and consent solicitation are subject to the terms and conditions of the Prospectus and Consent Solicitation Statement filed by the Company with the Securities and Exchange Commission on September 12, 2002 (as supplemented on October 4, 2002, the "Prospectus"), as amended hereby. This announcement amends and supplements the Prospectus and the related letter of transmittal with respect to the new expiration date and consent payment deadline described above. All other terms and conditions of the Prospectus and the related letter of transmittal remain in full force and effect. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. D.F. King is the information agent and HSBC Bank USA is the exchange agent. Additional information regarding the terms and conditions of the exchange offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. 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 1,600 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/ ------------------------ EX-99.5 7 l96677aexv99w5.txt EXHIBIT 99.5 Exhibit 99.5 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 ANNOUNCES COMPLETION OF DEBT EXCHANGE OFFER AND NEW CREDIT FACILITY CLEVELAND, Ohio - October 18, 2002 - Hawk Corporation (NYSE: HWK) announced today $64,417,000 or approximately 99% in principal amount of its 10 1/4% Senior Notes due 2003 had been validly tendered and accepted for exchange by the Company. Hawk expects to issue its new 12% Senior Notes due 2006 in exchange for the 10 1/4% notes on October 23, 2002. The exchange offer for the notes and the related solicitation of consents to amend the indenture for the 10 1/4 % notes expired as scheduled today. Concurrently with the acceptance of the 10 1/4% notes for exchange, the Company completed its new credit facility with J.P. Morgan Business Credit Corp., JPMorgan Chase Bank, Fleet Capital Corporation and PNC Bank, National Association. The new credit facility has a maximum commitment of $53.0 million. The Company will use the proceeds of the new credit facility to pay off its existing senior secured credit facility in full, pay transaction costs associated with the new credit facility and the exchange offer, provide for future working capital needs and for general corporate purposes. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. D.F. King is the information agent and HSBC Bank USA is the exchange agent. Additional information regarding the terms and conditions of the exchange offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. 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 was made solely by the Prospectus and Consent Solicitation Statement filed by the Company with the Securities and Exchange Commission on September 12, 2002, including any supplements thereto. 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 1,600 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-----