-----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, GnwHtyZXh/3W+dkpGVpNHSgxYw/sKYoq5LlbMiqz/7BPvnGrbDdxbr9IT6x7cbZR B/eJDWKACm7ZgpaW1JCJtw== 0001036031-98-000029.txt : 19980518 0001036031-98-000029.hdr.sgml : 19980518 ACCESSION NUMBER: 0001036031-98-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980515 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWK CORP CENTRAL INDEX KEY: 0000849240 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341608156 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54031 FILM NUMBER: 98624054 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEINBERG RONALD E CENTRAL INDEX KEY: 0000938031 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: SUITE 30-2500 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168613553 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: SUITE 30-2500 CITY: CLEVELAND STATE: OH ZIP: 44114 SC 13D 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. )* Hawk Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 420089 10 4 - ------------------------------------------------------------------------------- (CUSIP Number) Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 1998 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 113d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 420089 10 4 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norman C. Harbert - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,699,545 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 123,064 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,545 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------
3 SCHEDULE 13D CUSIP NO. 420089 10 4 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harbert Family Limited Partnership - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,699,545 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,107,561 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,545 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------
4 SCHEDULE 13D CUSIP NO. 420089 10 4 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald E. Weinberg - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,699,545 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 119,795 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,545 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------
5 SCHEDULE 13D CUSIP NO. 420089 10 4 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weinberg Family Limited Partnership - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,699,545 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,078,153 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,545 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------
6 SCHEDULE 13D CUSIP NO. 420089 10 4 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Byron S. Krantz - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,699,545 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 27,096 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,545 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------
7 SCHEDULE 13D CUSIP NO. 420089 10 4 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Krantz Family Limited Partnership - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,699,545 ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 243,876 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,545 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------
3 CUSIP No. 420089 10 4 This original Schedule 13D Statement is filed jointly on behalf of Norman C. Harbert; the Harbert Family Limited Partnership, an Ohio limited partnership; Ronald E. Weinberg; the Weinberg Family Limited Partnership, an Ohio limited partnership; Byron S. Krantz and the Krantz Family Limited Partnership, an Ohio Limited Partnership, for the purpose of reporting the ownership of shares of Class A Common Stock, $0.01 par value per share, of Hawk Corporation, a Delaware corporation. Item 1. Security and Issuer. This Schedule 13D Statement relates to the shares of Class A Common Stock, $0.01 par value per share (the "Shares"), of Hawk Corporation, a Delaware corporation ("Hawk"), which has its principal executive offices at 200 Public Square, Suite 30-5000, Cleveland, Ohio 44114. Item 2. Identity and Background. (a) The persons filing this Schedule 13D are Norman C. Harbert; the Harbert Family Limited Partnership, an Ohio limited partnership ("HFLP"); Ronald E. Weinberg; the Weinberg Family Limited Partnership, an Ohio limited partnership ("WFLP"); Byron S. Krantz and the Krantz Family Limited Partnership, an Ohio limited partnership ("KFLP") (collectively, the "Investor Group"). Norman C. Harbert, Ronald E. Weinberg and Byron S. Krantz are the managing general partners of HFLP, WFLP and KFLP, respectively. (b) The address of Mr. Harbert, HFLP, Mr. Weinberg and WFLP is 200 Public Square, Suite 30-5000, Cleveland, Ohio 44114. The address of Mr. Krantz and KFLP is 1375 E. Ninth Street, Suite 20, Cleveland, Ohio 44114. (c) HFLP was established by Mr. Harbert for estate planning purposes. Mr. Harbert's principal occupation is Chairman of the Board, Chief Executive Officer and President of Hawk. WFLP was established by Mr. Weinberg for estate planning purposes. Mr. Weinberg's principal occupation is Vice-Chairman of the Board and Treasurer of Hawk. KFLP was established by Mr. Krantz for estate planning purposes. Mr. Krantz is a partner in the law firm of Kohrman Jackson & Krantz P.L.L. and is the Secretary of Hawk. (d) Negative with respect to each member of the Investor Group. (e) Negative with respect to each member of the Investor Group. 9 CUSIP No. 420089 10 4 (f) Messrs. Harbert, Weinberg and Krantz are citizens of the United States of America. HFLP, WFLP and KFLP are limited partnerships organized under the laws of the State of Ohio. Item 3. Source and Amount of Funds or Other Consideration. The Shares reported herein were acquired by each member of the Investor Group more than 60 days prior to the filing of this Schedule 13D. The Shares reported herein are being reported at this time because Hawk's Registration Statement on Form S-1 (Registration No. 333-40535) for the Shares was declared effective on May 11, 1998, and the Shares are now registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Item 4. Purpose of Transaction. Pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, no member of the Investor Group presently has plans or proposals that relate to or would result in any of the following: (i) the acquisition or, except as set forth in this Item 4, the disposition of securities of Hawk; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Hawk; (iii) the sale or transfer of a material amount of assets of Hawk; (iv) any change in the present board of directors or management of Hawk; (v) a material change in the present capitalization or dividend policy of Hawk; (vi) a material change in the business or corporate structure of Hawk; (vii) a change to the Second Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of Hawk or an impediment to the acquisition of control of Hawk by any person; (viii)the delisting from the New York Stock Exchange of the Shares; (ix) a class of equity securities of Hawk becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated in (i) through (ix) above. 10 CUSIP No. 420089 10 4 Mr. Harbert and Mr. Weinberg have each granted to the underwriters of the initial public offering of the Shares an option to purchase up to 62,500 Shares. The option may be exercised by the underwriters at any time prior to June 10, 1998. The members of the Investor Group are also the beneficial owners of all of Hawk's outstanding Series D Preferred Stock, $0.01 par value, with a liquidation value of $1,000 per share. Mr. Harbert and HFLP own 539 and 150 shares of Series D Preferred Stock, respectively. Mr. Weinberg and WFLP own 539 and 150 shares of Series D Preferred Stock, respectively. Mr. Krantz and KFLP own 119 and 33 shares of Series D Preferred Stock, respectively. The holders of the Series D Preferred Stock have the right to elect a majority of the members of Hawk's Board of Directors and to vote separately as a class on any proposal to effect a fundamental corporate change (such as a merger, consolidation, recapitalization or sale of all or substantially all of the assets of Hawk) that is submitted to the stockholders of Hawk for a vote. The voting rights of the shares of Series D Preferred Stock will terminate: (1) as to any of the Harbert, Weinberg or Krantz family groups owning such shares on May 15, 1998 (each, a "Family Group") in the event that such Family Group sells or otherwise ceases to control more than 50% of the total number of shares of Class A Common Stock owned by it on May 15, 1998; (2) as to all of such shares upon the earlier to occur of (a) the date of death of the last to die of Mr. Harbert, his son (Carl J. Harbert, II), Mr. Weinberg or his son (Ronald E. Weinberg, Jr.) or (b) the date that both the Harbert and Weinberg Family Groups sell or cease to control more than 50% of the total number of shares of Class A Common Stock owned by them on May 15, 1998; and (3) as to any of the Family Groups in the event of the breach by such Family Group of the restrictions on transfer of the Series D Preferred Stock. The shares of Series D Preferred Stock owned by the members of the Investor Group may only be sold or transferred between any of the Family Groups or any of the members of such Family Groups. Any Family Group that sells or transfers shares of Series D Preferred Stock in violation of such transfer restrictions and any transferee receiving such shares will not be entitled to vote. Each member of the Investor Group reserves the right to modify its plans and proposals described in this Item 4. Further, subject to applicable laws and regulations, they may formulate plans and proposals that may result in the occurrence of an event set forth in (i) through (x) above or in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) According to the most recently available filing with the Securities 11 CUSIP No. 420089 10 4 and Exchange Commission by Hawk, there are 9,187,750 Shares outstanding (assuming the exercise of all warrants and their conversion to Shares). Mr. Harbert owns 123,064 Shares, or approximately 1.3%, of the outstanding Shares, and HFLP owns 1,107,561 Shares, or approximately 12.1%, of the outstanding Shares. As the managing general partner of HFLP, Mr. Harbert may be deemed to beneficially own all such Shares. Mr. Weinberg owns 119,795 Shares, or approximately 1.3%, of the outstanding Shares, and WFLP owns 1,078,153 Shares, or approximately 11.7%, of the outstanding Shares. As the managing general partner of WFLP, Mr. Weinberg may be deemed to beneficially own all such Shares. Mr. Krantz owns 27,096 Shares, less than 1%, of the outstanding Shares, and KFLP owns 243,876 Shares, or approximately 2.7%, of the outstanding Shares. As the managing general partner of KFLP, Mr. Krantz may be deemed to beneficially own all such Shares. (b) As described in Item 6, Mr. Harbert, as an individual and as the managing general partner of HFLP, has the shared power to vote, or to direct the voting of, the Shares owned by himself, HFLP, and the other members of the Investor Group, and the sole power to dispose of, or to direct the disposition of, the Shares owned by himself and HFLP. As described in Item 6, Mr. Weinberg, as an individual and as the managing general partner of WFLP, has the shared power to vote, or to direct the voting of, the Shares owned by himself, WFLP, and the other members of the Investor Group, and the sole power to dispose of, or to direct the disposition of, the Shares owned by himself and WFLP. As described in Item 6, Mr. Krantz, as an individual and as the managing general partner of KFLP, has the shared power to vote, or to direct the voting of, the Shares owned by himself, KFLP, and the other members of the Investor Group, and the sole power to dispose of, or to direct the disposition of, the Shares owned by himself and KFLP. Pursuant to the Stockholders' Voting Agreement, as amended, which is described in Item 6, the members of the Investor Group may be deemed a group under Rule 13d-5(b), promulgated under the Exchange Act, with respect to all 2,699,545 of the Shares owned by the members of the Investor Group. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. 12 CUSIP No. 420089 10 4 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The members of the Investor Group are parties to a Stockholders' Voting Agreement, effective as of November 27, 1996, that as amended provides that to the extent that any of them is the legal or beneficial owner of any shares of voting stock of Hawk, including any shares of Class A Common Stock or Series D Preferred Stock, they will vote those shares (1) in favor of electing Messrs. Harbert, Weinberg and Krantz (so long as each desires to serve) or their respective designees to the Board of Directors of Hawk, (2) in favor of electing such other directors to the Board of Directors as a majority of Messrs. Harbert, Weinberg and Krantz or their respective designees shall direct and (3) with respect to such matters as are submitted to a vote of the stockholders of Hawk as a majority of Messrs. Harbert, Weinberg and Krantz or their respective designees shall direct. If any of Messrs. Harbert, Weinberg or Krantz or their respective affiliates sells more than 50% of Hawk's Class A Common Stock beneficially owned by such individual on May 15, 1998, the obligation of the other parties to continue to vote their shares of Class A Common Stock and Series D Preferred Stock for the selling stockholder or his designee as a director will terminate. The agreement will terminate upon the first to occur of the mutual written agreement of the parties to terminate the agreement or the death of the last to die of Messrs. Harbert, Weinberg or Krantz or their respective designees; provided that the provisions described in clauses (1) and (2) above will terminate sooner in the event that none of Messrs. Harbert, Weinberg and Krantz (or any designee thereof) remains on the Board of Directors. Copies of the Stockholders' Voting Agreement and the amendment thereto are attached hereto as Exhibit 7.1 and 7.2 and are incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 7.1 Stockholders' Voting Agreement, by and among Hawk Corporation, a Delaware corporation, Norman C. Harbert, the Harbert Family Limited Partnership, an Ohio limited partnership, Ronald E. Weinberg, the Weinberg Family Limited Partnership, an Ohio limited partnership, Byron S. Krantz and the Krantz Family Limited Partnership, an Ohio limited partnership, dated as of November 27, 1996 Exhibit 7.2 Amendment to Stockholders' Voting Agreement, dated January 5, 1998 Exhibit 7.3 Joint Filing Agreement 13 CUSIP No. 420089 10 4 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 1998 By: /s/ Norman C. Harbert ---------------------- Norman C. Harbert HARBERT FAMILY LIMITED PARTNERSHIP By: /s/ Norman C. Harbert ----------------------- Norman C. Harbert, Managing General Partner 14 CUSIP No. 420089 10 4 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 1998 By: /s/ Ronald E. Weinberg ------------------------------- Ronald E. Weinberg WEINBERG FAMILY LIMITED PARTNERSHIP By:/s/ Ronald E. Weinberg -------------------------------- Ronald E. Weinberg, Managing General Partner 15 CUSIP No. 420089 10 4 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 1998 By: /s/ Byron S. Krantz ------------------------------ Byron S. Krantz KRANTZ FAMILY LIMITED PARTNERSHIP By:/s/ Byron S. Krantz ------------------------------- Byron S. Krantz, Managing General Partner 16 CUSIP No. 420089 10 4 Exhibit Index Exhibit 7.1 Stockholders' Voting Agreement, by and among Hawk Corporation, a Delaware corporation, Norman C. Harbert the Harbert Family Limited Partnership, an Ohio limited partnership, Ronald E. Weinberg, the Weinberg Family limited partnership, an Ohio limited partnership, Byron S. Krantz and the Krantz Family Limited Partnership, an Ohio limited partnership, dated as of November 27, 1996 Exhibit 7.2 Amendment to Stockholders' Voting Agreement dated January 5, 1998 Exhibit 7.3 Joint Filing Agreement EX-7.1 2 EXHIBIT 7.1- STOCKHOLDERS' VOTING AGREEMENT 1 Exhibit 7.1 STOCKHOLDERS' VOTING AGREEMENT THIS STOCKHOLDERS' VOTING AGREEMENT ("Agreement") is made and entered into as of this 22nd day of November, 1996, by and among HAWK CORPORATION, a Delaware corporation (the "Company"), NORMAN C. HARBERT ("Harbert"), the HARBERT FAMILY LIMITED PARTNERSHIP, an Ohio limited partnership ("Harbert FLP"), RONALD E. WEINBERG, SR. ("Weinberg"), the WEINBERG FAMILY LIMITED PARTNERSHIP, an Ohio limited partnership ("Weinberg FLP"), BYRON S. KRANTZ ("Krantz") and the KRANTZ FAMILY LIMITED PARTNERSHIP, an Ohio limited partnership ("Krantz FLP"). WHEREAS, Harbert, Weinberg and Krantz are the managing general partners of Harbert FLP, Weinberg FLP and Krantz FLP, respectively; WHEREAS, Harbert FLP, Weinberg FLP, Krantz FLP, Harbert, Weinberg and Krantz are referred to herein collectively as the "Stockholders" and individually as a "Stockholder;" WHEREAS, as of the Effective Date (as defined below), each Stockholder will be the legal and beneficial owner of the number of shares of Class A Common Stock, par value $0.01 per share, of the Company ("Common Stock"), set forth opposite his or its name on Annex I attached hereto and incorporated herein by reference; WHEREAS, each of Harbert, Weinberg and Krantz is currently a director of the Company; WHEREAS, Carl J. Harbert II, Ronald E. Weinberg, Jr. and Marc C. Krantz are the sons and designated successors of Harbert, Weinberg and Krantz, respectively, for purposes of this Agreement and are referred to herein collectively as the "Designated Successors" and individually as a "Designated Successor;" WHEREAS, the parties believe that it is in their mutual best interest (i) that qualified persons serve the Company as members of its board of directors (the "Board of Directors") to provide advice as to the Company's management, policies, administration and development and (ii) to make provision for the voting of the Common Stock and any other class of capital stock of the Company entitled to vote (together with the Common Stock, "Voting Stock") held by the Stockholders and certain other matters concerning the governance of the Company; and WHEREAS, the parties desire to set forth their understandings and agreements in writing; 2 NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Scope and Term of Agreement. 1.1 Scope of Agreement. This Agreement shall govern (i) the voting of all shares of Voting Stock of which any party to this Agreement is now or hereafter becomes the legal or beneficial owner, including, without limitation, any shares of Voting Stock acquired upon the exercise of any stock options issued by the Company, and (ii) all action taken by any of the Stockholders with respect to any matter submitted to a vote of the stockholders of the Company. For purposes of this Agreement, the term "beneficial owner" shall have the meaning assigned to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. For purposes of this Agreement, it is hereby understood and agreed that Harbert, Weinberg and Krantz are, and that (upon succeeding to the rights and obligations of their respective fathers hereunder) the Designated Successors will be, the beneficial owners of the shares of Common Stock now or hereafter owned by Harbert FLP, Weinberg FLP and Krantz FLP (or the successors thereof), respectively. 1.2 No Restrictions on Transfer of Stock. This Agreement shall not restrict in any manner whatsoever the sale, transfer, pledge or other disposition of the shares of Voting Stock owned by any Stockholder. 1.3 Effective Date; Term of Agreement. This Agreement shall become effective only upon the date of consummation of the offering of 10 1/4% Senior Notes due 2003 contemplated by that certain Offering Memorandum of the Company dated November 22, 1996, as amended from time to time (the "Effective Date"), and shall continue until terminated pursuant to Section 1.4 hereof. 1.4 Termination of Agreement. This Agreement shall terminate upon the first to occur of (i) the death of the last of the Designated Successors having any rights or obligations hereunder or (ii) the mutual written agreement of all the parties hereto to terminate this Agreement; provided, however, that the provisions of Sections 2.1 and 2.2 hereof shall terminate sooner in the event that none of Harbert, Weinberg and Krantz (or any designee thereof) remains on the Board of Directors. 2. Election of Directors and Other Stockholder Matters. 2.1 Election of Harbert, Weinberg, Krantz and Designated Successors as Directors. Subject to Section 2.4 hereof, each Stockholder agrees to take, or cause any persons or entities under his or its control to take, all 3 necessary or desirable actions within his, its or such person's or entity's control (whether as a director, member of a committee of the Board of Directors or officer of the Company and including, without limitation, voting all shares of Voting Stock under his or its direction or control and, to the extent permitted by the certificate of incorporation or by-laws of the Company, each as then in effect, executing and delivering written consents of stockholders and calling special stockholders' meetings) to elect to the Board of Directors, to the extent that he desires to serve, (i) each of Harbert, Weinberg and Krantz (or such other person as Harbert, Weinberg or Krantz or, in the event of the death or resignation of any one of them, his Designated Successor, may designate in his stead), and (ii) following the death or resignation of any of Harbert, Weinberg or Krantz, his Designated Successor. 2.2 Election of Other Directors. Each Stockholder agrees to take, or cause any persons or entities under his or its control to take, all necessary or desirable actions within his, its or such person's or entity's control (whether as a director, member of a committee of the Board of Directors or officer of the Company and including, without limitation, voting all shares of Voting Stock under his or its direction or control and, to the extent permitted by the certificate of incorporation or by-laws of the Company, each as then in effect, executing and delivering written consents of stockholders and calling special stockholders' meetings) to elect to the Board of Directors such directors (other than Harbert, Weinberg and Krantz or any designees thereof, the election of which shall be governed by Section 2.1 hereof) as a majority of Harbert, Weinberg and Krantz (or, in the event of the death or resignation of any one of them, his Designated Successor) shall direct. 2.3 Other Stockholder Matters. Each Stockholder agrees to take, or cause any persons or entities under his or its control to take, all necessary or desirable actions within his, its or such person's or entity's control (whether as a director, member of a committee of the Board of Directors or officer of the Company and including, without limitation, voting all shares of capital stock of the Company (to the extent entitled to vote) under his or its direction or control and, to the extent permitted by the certificate of incorporation or by-laws of the Company, each as then in effect, executing and delivering written consents of stockholders and calling special stockholders' meetings) with respect to such matters as are submitted to a vote of the stockholders of the Company (other than the election of directors, which shall be governed by Sections 2.1 and 2.2 hereof) as a majority of Harbert, Weinberg and Krantz (or, in the event of the death or resignation of any one of them, his Designated Successor) shall direct. 2.4 Effect of Sale of Shares. In the event that any of Harbert, Weinberg and Krantz (or any Designated Successor who succeeds to the rights and obligations of his father hereunder) ceases to be the beneficial owner of fifty percent (50%) of the shares of Common Stock that he is currently the beneficial owner of, then he (and his Designated Successor) shall cease to have the right 4 under Section 2.1 hereof to be elected (or have a designee elected) to the Board of Directors; provided that, notwithstanding his (or his Designated Successor's) ceasing to have such right under Section 2.1 hereof, he (or his Designated Successor) shall continue to be obligated to take such actions as are required of him under Sections 2.1, 2.2 and 2.3 hereof. 2.5 Agreement of the Company. The Company hereby agrees that it shall not give effect to any vote cast or other action taken by any Stockholder with respect to any matter submitted to a vote of the stockholders of the Company, unless such vote or action is in accordance with the terms of this Agreement. 3. Remedies. 3.1 Specific Performance. The parties hereto agree that the failure of any party to observe the obligations provided by this Agreement will result in irreparable damage to the non-defaulting party and that the non-defaulting party may seek specific performance of such obligations in any state or federal court having subject matter jurisdiction and located in Cleveland, Ohio. 3.2 Submission to Jurisdiction; Consent to Service of Process; Venue. For the purpose of any action or proceeding instituted with respect to this Agreement, each party other than the Company hereby irrevocably submits to the jurisdiction of any state or federal court having subject matter jurisdiction and located in Cleveland, Ohio. Each party other than the Company also irrevocably consents to the service or process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to such party at his or its address set forth in Section 4.1 hereof or at such other address furnished to the other parties hereto in the manner provided in Section 4.1 hereof, and each party hereby agrees that such service, to the fullest extent permitted by law (i) shall be deemed in every respect effective service of process upon him or it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to him or it. Each party other than the Company also hereby irrevocably waives, to the fullest extent permitted by law, any objection which he or it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court located in Cleveland, Ohio and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Notwithstanding anything in this Agreement to the contrary, the Company shall have the right to serve process in any manner permitted by law and to bring an action or proceeding in respect hereof in any country, state, county or place having jurisdiction over such action. 4. Miscellaneous Provisions. 4.1 Notices. All notices or other forms or communication between or among any of the parties shall be given in writing and sent by registered or 5 certified U.S. mail, return receipt requested, first-class postage prepaid, or personally delivered, to such party at the address set forth below unless notice of a change of address is furnished to the other parties in the manner provided in this Section: If to any Stockholder: The address set forth next to his or its name on Annex I hereto. If to Harbert or Weinberg: c/o Hawk Corporation 200 Public Square, Suite 29-2500 Cleveland, Ohio 44114 If to Krantz: c/o Kohrman Jackson & Krantz P.L.L. One Cleveland Center, 20th Floor Cleveland, Ohio 44114 If to the Company: Hawk Corporation 200 Public Square, Suite 29-2500 Cleveland, Ohio 44114 Attention: Norman C. Harbert 4.2 Amendment. No change in, modification of or amendment to this Agreement shall be valid unless the same is in writing and signed by all parties hereto. 4.3 Waiver. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person against whom it is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement and understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future date. 4.4 Assignment. No party may assign any of his or its rights or obligations under this Agreement without the written consent of all other parties hereto. 4.5 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, beneficiaries, legatees, distributees, estates, executors, administrators, personal representatives, successors and permitted assigns, as the case may be. 4.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed entirely within that State. 4.7 Severability. The invalidity or unenforceability of any 6 particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 4.8 Integration. This Agreement sets forth all of the promises, agreements, conditions and understandings among the parties hereto with respect to the subject matter hereof, and supersedes and is intended to be an integration of any and all prior agreements or understandings with respect thereto. 4.9 Execution in Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. HAWK CORPORATION By: /s/ Byron S. Krantz ------------------------ Its: Secretary /s/ Norman C. Harbert ------------------------ NORMAN C. HARBERT, individually HARBERT FAMILY LIMITED PARTNERSHIP By:/s/ Norman C. Harbert ------------------------ Norman C. Harbert, its Managing General Partner /s/ Ronald E. Weinberg ------------------------ RONALD E. WEINBERG, individually 7 WEINBERG FAMILY LIMITED PARTNERSHIP By:/s/ Ronald E. Weinberg ------------------------ Ronald E. Weinberg, its Managing General Partner /s/ Byron S. Krantz ------------------------ BYRON S. KRANTZ, individually KRANTZ FAMILY LIMITED PARTNERSHIP By:/s/ Byron S. Krantz ------------------------ Byron S. Krantz, its Managing General Partner 8 ANNEX I to Stockholders' Voting Agreement Name and Address of Stockholder Shares of Common Stock Owned - ------------------------------- ---------------------------- Norman C. Harbert 38,101 P.O. Box 127 Hiram, Ohio 44234 Harbert Family Limited Partnership 342,905 P.O. Box 127 Hiram, Ohio 44234 Ronald E. Weinberg 37,089 982 Chestnut Run Gates Mills, Ohio 44040 Weinberg Family Limited Partnership 333,800 982 Chestnut Run Gates Mills, Ohio 44040 Byron S. Krantz 8,389 825-50 Windward #25K Aurora, Ohio 44202 Krantz Family Limited Partnership 75,505 825-50 Windward #25K Aurora, Ohio 44202 EX-7.2 3 EXHIBIT 7.2- FIRST AMENDMENT OF STOCKHOLDERS' VOTING AGREEMENT 1 Exhibit 7.2 Hawk Logo January 5, 1998 Mr. Norman C. Harbert Harbert Family Limited Partnership c/o Hawk Corporation 200 Public Square, Suite 30-5000 Cleveland, Ohio 44114 Mr. Ronald E. Weinberg Weinberg Family Limited Partnership c/o Hawk Corporation 200 Public Square, Suite 30-5000 Cleveland, Ohio 44114 Byron S. Krantz, Esq. Krantz Family Limited Partnership c/o Kohrman Jackson & Krantz P.L.L. One Cleveland Center, 20th Floor Cleveland, Ohio 44114 Re: Form of First Amendment of Stockholders' Voting Agreement Gentlemen: This letter will amend that certain Stockholders' Voting Agreement, effective as of November 27, 1996, by and among Hawk Corporation, a Delaware corporation (the "Company"), Norman C. Harbert ("Harbert"), the Harbert Family Limited Partnership, an Ohio limited partnership ("Harbert FLP"), Ronald E. Weinberg, Sr. ("Weinberg"), the Weinberg Family Limited Partnership, an Ohio limited partnership ("Weinberg FLP"), Byron S. Krantz ("Krantz") and the Krantz Family Limited Partnership, an Ohio limited partnership ("Krantz FLP") (the "Agreement"). The amendment described herein shall be effective only upon the effective date of the initial public offering of shares of Class A Common Stock described in the Company's Registration Statement on Form S-1 (Reg. No. 333-40535), as originally filed with the Securities and Exchange Commission on November 19, 1997, as amended from time to time (the "Effective Date"). Unless otherwise provided herein or the context requires otherwise, capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement. 2 1. All references to Voting Stock in the Agreement shall include, but not be limited to, the shares of Series D Preferred Stock, par value $0.01 per share, of the Company now or hereafter owned by the parties. 2. Section 1.1 of the Agreement is hereby amended and restated as follows: "1.1 Scope of Agreement. This Agreement shall govern (i) the voting of all shares of Voting Stock of which any party to this Agreement is now or hereafter becomes the legal or beneficial owner, including, without limitation, any shares of Voting Stock acquired upon the exercise of any stock options issued by the Company, and (ii) all action taken by any of the Stockholders with respect to any matter submitted to a vote of the stockholders of the Company. For purposes of this Agreement, the term "beneficial owner" shall have the meaning assigned to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. For purposes of this Agreement, it is hereby understood and agreed that Harbert, Weinberg and Krantz are, and that (upon succeeding to the rights and obligations of their respective fathers hereunder) the Designated Successors will be, the beneficial owners of the shares of Voting Stock now or hereafter owned by Harbert FLP, Weinberg FLP and Krantz FLP (or the successors thereof), respectively." 3. Section 1.2 of the Agreement is hereby amended and restated as follows: "1.2 Restrictions on Transfer of Stock. This Agreement shall not restrict in any manner whatsoever the sale, transfer, pledge or other disposition of the shares of Voting Stock owned by any Stockholder; provided that the parties acknowledge that the Series D Preferred Stock is subject to the restrictions on transfer that are set forth in the Certificate of Designation of the Series D Preferred Stock that is incorporated by operation of law in the Second Amended and Restated Certificate of Incorporation of the Company, as amended and/or restated from time to time." 4. Annex I to the Agreement is hereby amended and restated as set forth in Annex I attached hereto and incorporated herein by reference. 5. The address of Harbert, Weinberg and the Company set forth in Section 4.1 of the Agreement is hereby amended as follows: Suite 30-5000, 200 Public Square, Cleveland, Ohio 44114. 6. In all other respects the Agreement shall remain unchanged and in full force and effect. 3 Please acknowledge the foregoing by signing the enclosed copy of this letter below and returning it to me in the enclosed envelope as soon as possible. Very truly yours, HAWK CORPORATION By: /s/ Byron S. Krantz ---------------------------- Byron S. Krantz, Secretary Enclosure ACKNOWLEDGED AND AGREED: /s/ Norman C. Harbert - ---------------------------------- Norman C. Harbert Harbert Family Limited Partnership By:/s/ Norman C. Harbert ------------------------------- Norman C. Harbert, Managing General Partner /s/ Ronald E. Weinberg - ---------------------------------- Ronald E. Weinberg Weinberg Family Limited Partnership By:/s/ Ronald E. Weinberg ------------------------------- Ronald E. Weinberg, Managing General Partner /s/ Byron S. Krantz - ---------------------------------- Byron S. Krantz Krantz Family Limited Partnership By:/s/ Byron S. Krantz ------------------------------- Byron S. Krantz, Managing General Partner 4 ANNEX I Name and Address of Stockholder Shares of Voting Stock Owned* - ------------------------------- ----------------------------- Norman C. Harbert 60,564 shares of Class A Common Stock Hawk Corporation and 539 shares of Series D Preferred 200 Public Square, Suite 30-5000 Stock Cleveland, Ohio 44114 Harbert Family Limited Partnership 1,107,561 shares of Class A Common Hawk Corporation Stock and 150 shares of Series D 200 Public Square, Suite 30-5000 Preferred Stock Cleveland, Ohio 44114 Ronald E. Weinberg 57,295 shares of Class A Common Stock Hawk Corporation and 539 shares of Series D Preferred 200 Public Square, Suite 30-5000 Stock Cleveland, Ohio 44114 Weinberg Family Limited Partnership 1,078,153 shares of Class A Common Hawk Corporation Stock and 150 shares of Series D 200 Public Square, Suite 30-5000 Preferred Stock Cleveland, Ohio 44114 Byron S. Krantz 27,096 shares of Class A Common Stock Kohrman Jackson & Krantz P.L.L. and 119 shares of Series D Preferred One Cleveland Center, 20th Floor stock Cleveland, Ohio 44114 Krantz Family Limited Partnership 243,876 shares of Class A Common Stock Kohrman Jackson & Krantz P.L.L. Stock and 33 shares of Series D One Cleveland Center, 20th Floor Preferred Cleveland, Ohio 44114 ______________________________ * Reflects the number of shares after the public offering assuming full exercise of the underwriters' over-allotment option. EX-7.3 4 EXHIBIT 7.3- AGREEMENT OF JOINT FILING 1 EXHIBIT 7.3 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: May 15, 1998 By: /s/ Norman C. Harbert ------------------------------------------- Norman C. Harbert HARBERT FAMILY LIMITED PARTNERSHIP By: /s/ Norman C. Harbert ------------------------------------------- Norman C. Harbert, Managing General Partner By: /s/ Ronald E. Weinberg ------------------------------------------- Ronald E. Weinberg WEINBERG FAMILY LIMITED PARTNERSHIP By: /s/ Ronald E. Weinberg ------------------------------------------- Ronald E. Weinberg, Managing General Partner By: /s/ Byron S. Krantz ------------------------------------------- Byron S. Krantz KRANTZ FAMILY LIMITED PARTNERSHIP By: /s/ Byron S. Krantz ------------------------------------------- Byron S. 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