-----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, Etr7kNrOQhb1aHvVgMb16Kvzeands6UtIC2zsu1k+oHGoxYEpP7Dv/QsXb8XGKpM Q2stCoyAooBzIhwsJUhvAg== 0000950152-03-006341.txt : 20030625 0000950152-03-006341.hdr.sgml : 20030625 20030625170556 ACCESSION NUMBER: 0000950152-03-006341 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 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: 03757080 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 l01648ae11vk.txt SINTERLOY CORPORATION (HAWK CORP.) | FORM 11-K 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: Sinterloy Corporation 401(k) 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 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE (UNAUDITED) Sinterloy Corporation 401(k) Plan December 31, 2002 and 2001 and Year Ended December 31, 2002 Sinterloy Corporation 401(k) Plan Financial Statements and Supplemental Schedule December 31, 2002 and 2001 and Year Ended December 31, 2002 TABLE OF CONTENTS Financial Statements Statements of Net Assets Available for Benefits (Unaudited)...................................... 1 Statement of Changes in Net Assets Available for Benefits (Unaudited)............................ 2 Notes to Financial Statements (Unaudited)........................................................ 3 Supplemental Schedule Schedule H, Line 4i--Schedule of Assets (Held at End of Year) (Unaudited)........................ 7
Sinterloy Corporation 401(k) Plan Statements of Net Assets Available for Benefits
DECEMBER 31 2002 2001 --------------- --------------- (UNAUDITED) ASSETS Investments, at fair value: Pooled separate accounts $ 294,869 $ 297,521 Hawk Corporation common stock 30,925 27,828 Guaranteed Income Fund, at contract value 475,597 453,560 Participant loans 94,026 87,891 --------------- --------------- 895,417 866,800 Contributions receivable: Employer 72 Employee 145 --------------- --------------- 217 NET ASSETS AVAILABLE FOR BENEFITS $ 895,634 $ 866,800 =============== ===============
See notes to financial statements. 1 Sinterloy Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits (Unaudited) Year Ended December 31, 2002 Additions: Interest income 27,746 Contributions: Employer 32,450 Employee 64,894 ------------ 97,344 ------------ Total additions 125,090 Deductions: Benefit payments 7,138 Fees and expenses 7,515 ------------ Total deductions 14,653 Net realized and unrealized depreciation in fair value of investments (81,603) ------------ Net increase 28,834 Net assets available for benefits at beginning of year 866,800 ------------ NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 895,634 ============
See notes to financial statements. 2 Sinterloy Corporation 401(k) Plan Notes to Financial Statements (Unaudited) December 31, 2002 and 2001 and Year Ended December 31, 2002 A. DESCRIPTION OF THE PLAN The following description of the Sinterloy Corporation 401(k) 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 was established January 1, 1995 as a defined contribution plan covering all non-union employees of Sinterloy Corporation (the Company and Plan Sponsor) who have completed one year of service, as defined. The Company is a wholly owned subsidiary of Hawk Corporation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participants may elect to contribute not less than 1% nor more than 10% of their pretax compensation to the Plan subject to maximum limitations set by the Internal Revenue Code. The Plan Sponsor makes a matching contribution equal to 50% of the participant's contribution up to 10% of the participant's compensation. The Plan Sponsor also provides that the Plan Sponsor make additional discretionary contributions. The Plan Sponsor did not make a discretionary contribution for the 2002 Plan year. Forfeited balances are allocated back to participant's accounts under the same manner as the discretionary contributions. At December 31, 2002, there were no forfeitures available to allocate to participants. 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. 3 Sinterloy Corporation 401(k) Plan Notes to Financial Statements--Continued A. DESCRIPTION OF THE PLAN - CONTINUED VESTING AND DISTRIBUTIONS Participants are immediately vested in their contributions. Prior to January 1, 1999, participants were 100% vested in Plan Sponsor matching contributions. Beginning January 1, 1999, vesting of Plan Sponsor discretionary and matching contributions is based upon years of continuous service. A participant is 100% vested after six years of credited service based on a graded vesting schedule. 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 Plan Sponsor and employee contributions in any of several investment options, including the Hawk Corporation common stock. PARTICIPANT LOANS Participants may borrow from their fund accounts up to the lesser of $50,000 or 50% of their vested balance. Loan terms range from 1 to 5 years. The terms of such a loan are determined by the Company based on maturity dates quoted by commercial banks for a similar loan. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates at the time of application. Principal and interest is paid through monthly payroll deductions. 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 lump sum. EXPENSES The Plan Sponsor pays substantially all costs of Plan administration. 4 Sinterloy Corporation 401(k) 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. Participant loans are valued at the outstanding balance, which approximates fair value. 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 $ 66,354 Hawk Corporation common stock 15,249 ------------- $ 81,603 =============
5 Sinterloy Corporation 401(k) 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 $ 475,597 $ 453,560 S&P 500 Index Fund 59,810 63,206 CIGNA Lifetime 30 78,200 61,394 Participant Loans 94,026 87,891
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. 6 Sinterloy Corporation 401(k) Plan Employer Identification Number: 31-1549254 Plan Number: 005 Schedule H, Line 4i--Schedule of Assets (Held at End of Year) (Unaudited) December 31, 2002
Identity of Issue, Borrower, Lessor, or Current Similar Party/Description of Investment Value - -------------------------------------------------------------------------------- -------------- * Connecticut General Life Insurance Company--Group Annuity Contract: Guaranteed Income Fund $ 475,597 CIGNA Lifetime 20 Fund 7,090 CIGNA Lifetime 30 Fund 78,200 CIGNA Lifetime 40 Fund 19,416 CIGNA Lifetime 50 Fund 3,996 S&P 500 Index Fund 59,810 Janus Fund 14,724 Janus Worldwide Fund 20,157 White Oak Growth Stock Fund 19,026 Hawk Corporation common stock 30,925 Large Cap Value/John A. Levin & Co. Fund 3,717 Mid Cap Value/Wellington Management 15,277 Mid Cap Growth/Artisan Partners 17,673 Small Cap Value/Berger Fund 33,184 Small Cap Growth/TimesSquare Fund 2,599 * Participant loans (interest rates from 5.25% to 10.50%) 94,026 ------------- $ 895,417 =============
* Indicates a party-in-interest to the Plan. 7 INDEX TO EXHIBITS 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. Sinterloy Corporation 401(k) Plan Date: June 25, 2003 By: /s/ Thomas A. Gilbride ---------------------- Thomas A. Gilbride Plan Administrator EX-99.1 3 l01648aexv99w1.txt EX-99.1 CERTIFICATION 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 Sinterloy Corporation 401(k) 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 4 l01648aexv99w2.txt EX-99.2 CERTIFICATION 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 Sinterloy Corporation 401(k) 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-----