-----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, DWEyWOecOmrtIAcDtnQ88foWx76fPG5oIlh5WDx3Sm4HEuqtrJlfG17NSX9Xo0I/ PrmgIUqtVbuuXLtIEYaWtA== 0000950152-04-004910.txt : 20040625 0000950152-04-004910.hdr.sgml : 20040625 20040625160259 ACCESSION NUMBER: 0000950152-04-004910 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040625 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: 04882281 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 11-K 1 l08047ae11vk.txt HAWK CORP. HELSEL, INC. EMPLOYEES RETIREMENT PLAN 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, 2003 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: Helsel, Inc. Employees' Retirement 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 1500 Cleveland, Ohio 44114 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Helsel, Inc. Employees' Retirement Plan December 31, 2003 and 2002 and Year Ended December 31, 2003 with Reports of Independent Registered Public Accounting Firms Helsel, Inc. Employees' Retirement Plan Audited Financial Statements and Supplemental Schedule December 31, 2003 and 2002 and Year Ended December 31, 2003 TABLE OF CONTENTS Reports of Independent Registered Public Accounting Firms........... 1 Audited Financial Statements Statements of Net Assets Available for Benefits..................... 3 Statement of Changes in Net Assets Available for Benefits........... 4 Notes to Financial Statements....................................... 5 Supplemental Schedule Schedule H, Line 4i--Schedule of Assets (Held at End of Year)....... 10
Report of Independent Registered Public Accounting Firm Plan Administrator Helsel, Inc. Employees' Retirement Plan We have audited the accompanying statement of net assets available for benefits of the Helsel, Inc. Employees' Retirement Plan (the Plan) as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). 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 audit provides 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, 2003, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of the Plan is presented for the purpose of additional analysis and is not a required part of the basic 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 the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Grant Thornton LLP Cleveland, Ohio June 15, 2004 1 Report of Independent Registered Public Accounting Firm Plan Administrator Helsel, Inc. Employees' Retirement Plan We have audited the accompanying statement of net assets available for benefits of the Helsel, Inc. Employees' Retirement Plan as of December 31, 2002. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2002, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Cleveland, Ohio June 13, 2003 2 Helsel, Inc. Employees' Retirement Plan Statements of Net Assets Available for Benefits
DECEMBER 31, 2003 2002 ---------- ---------- ASSETS Investments, at fair value: Pooled separate accounts $2,210,955 $2,144,373 Hawk Corporation common stock 1,573 1,000 Guaranteed Income Fund, at contract value 1,962,749 1,732,131 ---------- ---------- 4,175,277 3,877,504 Employer contributions receivable 111,496 - ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,286,773 $3,877,504 ========== ==========
See notes to financial statements. 3 Helsel, Inc. Employees' Retirement Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2003 Additions: Interest income $ 56,408 Employer contributions 111,496 ---------- Total additions 167,904 Deductions: Benefit payments 112,255 Fees and expenses 4,142 ---------- Total deductions 116,397 Net realized and unrealized appreciation in fair value of investments 357,762 ---------- Net increase 409,269 Net assets available for benefits at beginning of year 3,877,504 ---------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $4,286,773 ==========
See notes to financial statements. 4 Helsel, Inc. Employees' Retirement Plan Notes to Financial Statements December 31, 2003 and 2002 and Year Ended December 31, 2003 1. DESCRIPTION OF PLAN The following description of the Helsel, Inc. Employees' Retirement Plan (the Plan) provides only general information. Participants should refer to the summary plan description or Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a money-purchase pension plan established by Helsel, Inc. (the Company and Plan Sponsor) effective as of January 1, 1994, covering all non-union employees of the Company who have completed one year of service. 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 Effective January 1, 2003 the Plan was amended to change the Plan Sponsor contribution to 3.5% of each eligible participant's compensation, as defined. Effective July 1, 2003, the Plan was further amended to change Plan Sponsor contributions to 0%. Forfeited balances of terminated participants' non-vested accounts are used to reduce future Plan Sponsor contributions or Plan expenses. Forfeitures available to reduce the Company's contributions and Plan expenses were $43,532 and $42,350 at December 31, 2003 and 2002, respectively. PARTICIPANT ACCOUNTS Each participant's account is credited with allocations of (a) the Plan Sponsor's contributions and (b) Plan net 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. VESTING Vesting of participant accounts is based upon years of service. A participant is 100% vested after five years of credited service based on a graded vesting schedule. 5 Helsel, Inc. Employees' Retirement Plan Notes to Financial Statements--Continued December 31, 2003 and 2002 and Year Ended December 31, 2003 1. DESCRIPTION OF PLAN--CONTINUED INVESTMENT OPTIONS The Plan's funds are primarily held in a group annuity contract issued by Connecticut General Life Insurance Company (CIGNA). Upon enrollment in the Plan, a participant may direct Plan Sponsor contributions to any of the investment fund options offered by the Plan, including the Hawk Corporation common stock. Participants may change their investment options and transfer funds between investment options daily. 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. EXPENSES The Plan Sponsor pays substantially all costs of Plan administration. Available forfeitures can be used to pay Plan expenses. Brokers' fees are reflected in the net investment return in each participant's account. 2. SUMMARY OF ACCOUNTING POLICIES INVESTMENT VALUATION -- GUARANTEED INCOME FUND The Plan has entered into an investment contract, the Guaranteed Income Fund (Fund), with CIGNA. CIGNA maintains the contributions to this Fund in a general account, which is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Investments in the Guaranteed Income Fund are included in the financial statements at contract value, as determined by CIGNA, which approximates fair value. Contract value represents contributions made under the contract, plus earnings and transfers in, less participant withdrawals, administrative expenses and transfers out. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. However, CIGNA has the right to defer certain disbursements (excluding retirement, termination, and death or disability disbursements) or transfers from the 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. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates were approximately 3.0% and 4.4% for 2003 and 2002, respectively. The crediting interest rate is based on a formula agreed upon with the issuer, based on the yields of the underlying investments and 6 Helsel, Inc. Employees' Retirement Plan Notes to Financial Statements--Continued December 31, 2003 and 2002 and Year Ended December 31, 2003 2. SUMMARY OF ACCOUNTING POLICIES - CONTINUED considering factors such as projected investment earnings, the current interest environment, investment expenses, and a profit and risk component. The rate may never be less than 0% nor may it be reduced by more than 2.10% during any calendar year. Interest rates are declared in advance and guaranteed for six month periods. INVESTMENT VALUATION -- ALL OTHER INVESTMENTS All other investments are stated at fair value as determined by CIGNA, on the last business day of the Plan year. All investments of the Plan are fully participant-directed. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. 3. INVESTMENTS During 2003, the Plan's investments (including investments purchased, sold, as well as held, during the year) appreciated in fair value as follows:
NET REALIZED AND UNREALIZED APPRECIATION IN FAIR VALUE OF INVESTMENTS -------------- Pooled separate accounts $ 357,189 Hawk Corporation common stock 573 ---------- $ 357,762 ==========
7 Helsel, Inc. Employees' Retirement Plan Notes to Financial Statements--Continued December 31, 2003 and 2002 and Year Ended December 31, 2003 The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
DECEMBER 31, 2003 2002 ----------- ----------- Guaranteed Income Fund $ 1,962,749 $ 1,732,131 CIGNA Lifetime 50 Fund 1,365,203 1,351,990 CIGNA Lifetime 40 Fund 273,699 232,988
4. PLAN TERMINATION 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 and all participant account balances would be distributed based upon the value of the participant's account balance on the termination date. 5. 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. TRANSACTIONS WITH PARTIES-IN-INTEREST Transactions with parties-in-interest consist of purchases and sales of CIGNA sponsored funds. Such transactions are exempt from being prohibited transactions. 8 Helsel, Inc. Employees' Retirement Plan Notes to Financial Statements--Continued December 31, 2003 and 2002 and Year Ended December 31, 2003 7. SUBSEQUENT EVENT Effective April 1, 2004, the Plan was merged with, and all of its net assets transferred on a participant account basis, into the Hawk Corporation 401(k) Retirement Plan (Successor Plan), at which time the participants in the Plan became participants in, and subject to the provisions of the Successor Plan. In addition, each active participant in the Plan became 100% vested in all Plan Sponsor contributions plus actual earnings thereon on the date of the merger to the extent they were not fully vested prior to that date. 9 Helsel, Inc. Employees' Retirement Plan Employer Identification Number: 35-1957561 Plan Number: 001 Schedule H, Line 4i--Schedule of Assets (Held At End of Year) December 31, 2003
Identity of Issuer, Borrower, Current Lessor, or Similar Party/Description of Investment Value -------------------------------------------------- ----- * Connecticut General Life Insurance Company--Group Annuity Contract: Guaranteed Income Fund $ 1,962,749 CIGNA Lifetime 20 Fund 7,106 CIGNA Lifetime 30 Fund 199,351 CIGNA Lifetime 40 Fund 273,699 CIGNA Lifetime 50 Fund 1,365,203 CIGNA Lifetime 60 Fund 174,886 Janus Worldwide Fund 12,230 Janus Fund 65,366 White Oak Growth Stock Fund 10,033 Small Cap Value/Perkins, Wolf, McDonnell Fund 1,174 Small Cap Growth/TimesSquare Fund 6,021 Mid Cap Growth/Artisan Partners Fund 2,385 State Street Global Advisors Intermediate Bond Fund 18,389 S&P 500 Index Fund 74,822 Large Cap Value/John A. Levin & Co. Fund 290 Hawk Corporation common stock 1,573 ------------- $ 4,175,277 =============
* Represents a party-in-interest to the Plan. 10 INDEX TO EXHIBITS 23.1 Consent of Grant Thornton LLP 23.2 Consent of Ernst & Young LLP 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. Helsel, Inc. Employees' Retirement Plan Date: June 25, 2004 By: /s/ Thomas A. Gilbride ---------------------- Thomas A. Gilbride Plan Administrator 11 EX-23.1 2 l08047aexv23w1.txt EXHIBIT 23.1 CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated June 15, 2004, accompanying the financial statements and supplemental schedule included in the Annual Report of the Helsel, Inc. Employees' Retirement Plan on Form 11-K for the year ended December 31, 2003. We hereby consent to the incorporation by reference of said report in the Post-Effective Amendment No. 2 to the Registration Statement of Hawk Corporation Form S-8 (File No. 333-68583, effective June 23, 2004). /s/ GRANT THORNTON LLP Cleveland, Ohio June 25, 2004 12 EX-23.2 3 l08047aexv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Post-effective Amendment No. 2 to the Registration Statement (Form S-8 No. 333-68583) pertaining to the Helsel, Inc. Employees' Retirement Plan of our report dated June 13, 2003, with respect to the financial statement of the Helsel, Inc. Employees' Retirement Plan as of December 31, 2002 included in this Annual Report (Form 11-K) for the year ended December 31, 2003. /s/ ERNST & YOUNG LLP Cleveland, Ohio June 25, 2004 13 -----END PRIVACY-ENHANCED MESSAGE-----