-----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, DBkOaHuXIQ7UawKNFCrnn5IM5oaOwjGcRuYTzV8vU7nSZa9WAw4eBplc64R5mGtd fYjjZGD/I8t6fARdchQ+RQ== 0000950152-03-006337.txt : 20030625 0000950152-03-006337.hdr.sgml : 20030625 20030625164700 ACCESSION NUMBER: 0000950152-03-006337 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030625 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13797 FILM NUMBER: 03756973 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQ. STREET 2: STE 30-5000 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168613553 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 30-5000 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 FORMER COMPANY: FORMER CONFORMED NAME: HAWK GROUP OF COMPANIES INC DATE OF NAME CHANGE: 19950417 11-K 1 l01650ae11vk.txt HAWK CORP/SK WELLMAN RETIREMENT SVGS-PRFT SHARING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________ COMMISSION FILE NUMBER: 333-68583 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: S. K. Wellman Retirement Savings and Profit Sharing Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Hawk Corporation 200 Public Square, Suite 30-5000 Cleveland, Ohio 44114 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE S. K. Wellman Retirement Savings and Profit Sharing Plan December 31, 2002 and 2001 and Year Ended December 31, 2002 with Report of Independent Auditors S. K. Wellman Retirement Savings and Profit Sharing Plan Audited Financial Statements and Supplemental Schedule December 31, 2002 and 2001 and Year Ended December 31, 2002 TABLE OF CONTENTS Report of Independent Auditors .................................................................. 1 Audited Financial Statements Statements of Net Assets Available for Benefits.................................................. 2 Statement of Changes in Net Assets Available for Benefits........................................ 3 Notes to Financial Statements.................................................................... 4 Supplemental Schedule Schedule H, Line 4i--Schedule of Assets (Held at End of Year)..................................... 8
Report of Independent Auditors Plan Administrator S. K. Wellman Retirement Savings and Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the S.K. Wellman Retirement Savings and Profit Sharing Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Cleveland, Ohio June 13, 2003 1 S. K. Wellman Retirement Savings and Profit Sharing Plan Statements of Net Assets Available for Benefits
DECEMBER 31 2002 2001 ------------ ------------ ASSETS Investments, at fair value: Pooled separate accounts $ 2,897,594 $ 4,696,779 Hawk Corporation common stock 26,273 23,353 Guaranteed Income Fund, at contract value 2,057,228 1,637,495 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 4,981,095 $ 6,357,627 ============ ============
See notes to financial statements. 2 S. K. Wellman Retirement Savings and Profit Sharing Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2002 Additions: Interest income $ 78,020 Contributions: Employer 6,691 Employee 231,436 ------------- 238,127 ------------- Total additions 316,147 Deductions: Benefit payments 450,927 Fees and expenses 906 ------------- Total deductions 451,833 Net realized and unrealized depreciation in fair value of investments (1,021,956) Net transfers to Friction Products Co. Profit Sharing Plan (218,890) ------------- Net decrease (1,376,532) Net assets available for benefits at beginning of year 6,357,627 ------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 4,981,095 =============
See notes to financial statements. 3 S. K. Wellman Retirement Savings and Profit Sharing Plan Notes to Financial Statements December 31, 2002 and 2001 and Year Ended December 31, 2002 A. DESCRIPTION OF THE PLAN The following description of the S. K. Wellman Retirement Savings and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering all non-union employees of the S. K. Wellman Corporation (the Company and Plan Sponsor) who have at least 30 days of service. The Company is a wholly owned subsidiary of Hawk Corporation. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 (ERISA). CONTRIBUTIONS Participants may contribute not less than 1% nor more than 15% of their pretax compensation to the Plan subject to maximum limitations set by the Internal Revenue Code. The Plan Sponsor matches participant contributions at the rate of 10% of the first 6% of the employee's contribution. The Plan also allows for discretionary contributions by the Plan Sponsor. The Plan Sponsor did not make a discretionary contribution for the 2002 Plan year. Forfeitures are used to reduce the amount of matching or discretionary contributions by the Plan Sponsor. The balance of forfeited nonvested accounts was $0 and $4,797 as of December 31, 2002 and 2001, respectively. Plan Sponsor contributions for the year ended December 31, 2002 are net of $7,372 in forfeitures. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Plan Sponsor's contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 4 S. K. Wellman Retirement Savings and Profit Sharing Plan Notes to Financial Statements--Continued A. DESCRIPTION OF THE PLAN--CONTINUED VESTING AND DISTRIBUTION Participants are immediately vested in their contributions and in the Plan Sponsor's matching contributions. Participants become vested in their allocated share of any discretionary contributions at the rate of 33-1/3% after two years of service and 33-1/3% per year thereafter, reaching 100% at the completion of four years of service. Distributions from a participant's account are limited to termination of employment, death, retirement or proven hardship. INVESTMENT OPTIONS The Plan's funds are primarily held in a group annuity contract issued by Connecticut General Life Insurance Company (CIGNA or the Trustee). A participant may direct Plan Sponsor and employee contributions in any of several investment options, including the Hawk Corporation common stock. PAYMENT OF BENEFITS In the case of normal retirement, death, permanent disability or termination prior to retirement, a participant may elect to receive the payout of his or her vested account balance in the form of installments, an annuity or a lump sum. TRANSFERS Net transfers to the Friction Products Co. Profit Sharing Plan represent account balances of participants who had a change in employment status between the Company and Friction Products Co., another Hawk Corporation subsidiary. EXPENSES The Plan Sponsor pays substantially all costs of Plan administration. 5 S. K. Wellman Retirement Savings and Profit Sharing Plan Notes to Financial Statements--Continued B. SUMMARY OF ACCOUNTING POLICIES INVESTMENT VALUATION Investments in the Guaranteed Income Fund are stated at contract value, as determined by CIGNA, which approximates fair value. CIGNA has the right to defer certain disbursements (excluding retirement, termination, and death or disability disbursements) or transfers from the Guaranteed Income Fund when total amounts disbursed from the pool in a given calendar year exceed 10% of the total assets in that pool on January 1 of that year. All other investments are stated at fair value as determined by the Trustee, on the last business day of the Plan year. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. C. INVESTMENTS During 2002, the Plan's investments (including investments purchased, sold, as well as held, during the year) depreciated in fair value as follows:
NET REALIZED AND UNREALIZED DEPRECIATION IN FAIR VALUE OF INVESTMENTS -------------- Pooled separate accounts $ 1,009,633 Hawk Corporation common stock 12,323 ------------ $ 1,021,956 ============
6 S. K. Wellman Retirement Savings and Profit Sharing Plan Notes to Financial Statements--Continued The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
December 31 2002 2001 ------------- ------------ Guaranteed Income Fund $ 2,057,228 $ 1,637,495 S&P 500 Index Fund 731,027 1,314,686 Janus Worldwide Fund 422,158 582,911 White Oak Growth Stock Fund 419,671 782,183 CIGNA Lifetime 40 Fund 322,089 719,913 Janus Fund 673,416
D. PLAN TERMINATION Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. E. INCOME TAX STATUS The Plan has received an opinion letter from the Internal Revenue Service dated February 6, 2002, stating that the written form of the underlying prototype plan document is qualified under Section 401(a) of the Internal Revenue Code (the Code), and that any employer adopting this form of a plan will be considered to have a plan qualified under Section 401(a) of the Code. Therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 7 S. K. Wellman Retirement Savings and Profit Sharing Plan Employer Identification Number: 34-1804995 Plan Number: 003 Schedule H, Line 4i--Schedule of Assets (Held At End of Year) December 31, 2002
Identity of Issue, Borrower, Current Lessor, or Similar Party/Description of Investment Value - --------------------------------------------------------- ------------ * Connecticut General Life Insurance Company: Guaranteed Income Fund $ 2,057,228 CIGNA Lifetime 20 Fund 19,927 CIGNA Lifetime 30 Fund 80,541 CIGNA Lifetime 40 Fund 322,089 CIGNA Lifetime 50 Fund 197,714 CIGNA Lifetime 60 Fund 135,895 S&P 500 Index Fund 731,027 Janus Fund 210,266 Janus Worldwide Fund 422,158 White Oak Growth Stock Fund 419,671 Hawk Corporation common stock 26,273 Large Cap Value/John A. Levin & Co. Fund 25,233 Mid Cap Value/Wellington Management 21,635 Mid Cap Growth/Artisan Partners 45,996 Small Cap Value/Berger Fund 58,460 Small Cap Growth/TimesSquare Fund 23,203 State Street Global Advisors Intermediate Bond Account 183,779 ------------ $ 4,981,095 ============
* Indicates party-in-interest to the Plan. 8 INDEX TO EXHIBITS 23* Consent of Ernst & Young LLP 99.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. S. K. Wellman Retirement Savings and Profit Sharing Plan Date: June 25, 2003 By: /s/ Thomas A. Gilbride ---------------------- Thomas A. Gilbride Plan Administrator EX-23 3 l01650aexv23.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-68583) pertaining to the S.K. Wellman Retirement Savings and Profit Sharing Plan of our report dated June 13, 2003, with respect to the financial statements and schedule of the S.K. Wellman Retirement Savings and Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ ERNST & YOUNG LLP Cleveland, Ohio June 19, 2003 EX-99.1 4 l01650aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PUSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the S.K. Wellman Retirement Savings and Profit Sharing Plan (the Plan) for the period ending December 31, 2002 as filed with the Securities and Exchange Commission (the SEC) on the date hereof (the Report), I, Ronald E. Weinberg, Chairman and Chief Executive Office of Hawk Corporation (Hawk) and member of the Hawk Corporation Pension Committee, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 25, 2003 /s/ Ronald E. Weinberg - ---------------------- Ronald E. Weinberg Chairman, Chief Executive Officer of Hawk Corporation and member of the Hawk Corporation Pension Committee A signed original of this written statement required by Section 906 has been provided to Hawk and will be retained by Hawk and furnished to the SEC or its staff upon request. EX-99.2 5 l01650aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PUSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the S.K. Wellman Retirement Savings and Profit Sharing Plan (the Plan) for the period ending December 31, 2002 as filed with the Securities and Exchange Commission (the SEC) on the date hereof (the Report), I, Thomas A. Gilbride, Vice President - Finance and Treasurer of Hawk Corporation (Hawk) and Plan Administrator, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 25, 2003 /s/ Thomas A. Gilbride - ---------------------- Thomas A. Gilbride Vice President - Finance and Treasurer of Hawk Corporation and Plan Administrator A signed original of this written statement required by Section 906 has been provided to Hawk and will be retained by Hawk and furnished to the SEC or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----