8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 5, 2010

Hawk Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-13797	34-1608156
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
200 Public Square, Suite 1500, Cleveland, Ohio		44114
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 216 861-3553

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On February 5, 2010 Hawk Corporation issued a press release announcing that it is soliciting consents from the holders of $75.7 million of the outstanding principal amount of its 8-3/4% Senior Notes due 2014 to effect an amendment to the indenture governing the notes. The proposed amendment to the indenture will allow Hawk to repurchase up to $20.0 million of its outstanding common stock. A copy of this press release has been posted to Hawk’s website www.hawkcorp.com and a copy is also set forth in Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hawk Corporation
February 8, 2010	By:	Thomas A Gilbride
		Name: Thomas A Gilbride
		Title: Vice President-Finance and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Hawk Corporation Press Release dated February 5, 2010

EX-99.1

HAWK ANNOUNCES CONSENT SOLICITATION

CLEVELAND, Ohio – February 5, 2010 – Hawk Corporation (NYSE Amex: HWK) announced today that on Monday, February 8, 2010, it will commence soliciting consents from holders of $75.7 million of the outstanding principal amount of its 8-3/4% Senior Notes due 2014 to effect an amendment to the indenture governing the notes. The proposed amendment to the indenture will allow Hawk to repurchase up to $20 million of its outstanding common stock.

Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated February 8, 2010 and the related Letter of Consent, Hawk will pay a consent fee in the amount of $20 per $1,000 principal amount of notes for valid consents received from holders of record of notes as of 5:00 p.m., New York City time, on February 5, 2010. If the proposed amendment is approved and a supplemental indenture entered into by Hawk, the supplemental indenture would bind all holders of the notes, including those that did not give their consent, but non-consenting holders would not receive the consent fee.

The consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on February 22, 2010, unless extended or earlier terminated.

The consent solicitation is subject to the satisfaction of certain conditions, including Hawk’s receipt of consents representing a majority of the holders of notes from whom consent is sought, as well as other customary conditions.

Hawk has engaged Jefferies & Company, Inc. to act as the solicitation agent in connection with the consent solicitation. Questions regarding the consent solicitation or requests for documentation may be directed to Jefferies & Company, Inc. at (888) 708-5831.

This announcement is not a solicitation of consent with respect to any notes. The consent solicitation is being made solely by the Consent Solicitation Statement dated February 8, 2010.

The Company
Hawk Corporation is a leading supplier of friction materials for brakes, clutches and transmissions used in airplanes, trucks, construction and mining equipment, farm equipment, recreational and performance automotive vehicles. The Company also manufactures fuel cell components.

Forward-Looking Statements
This press release includes forward-looking statements concerning the Company’s consent solicitation in connection with its senior notes. There can be no assurance that the consent solicitation and the transactions associated therewith will be consummated. These forward-looking statements are based upon management’s expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company and which could cause actual results to differ materially from such statements.

Actual results and events may differ significantly from those projected in the forward-looking statements. Reference is made to Hawk’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2008, its quarterly reports on Form 10-Q, and other periodic filings, for a description of the foregoing and other factors that could cause actual results to differ materially from those in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact Information
Thomas A. Gilbride, Vice President — Finance
(216) 861-3553

Investor Relations Contact Information
John Baldissera, BPC Financial Marketing
(800) 368-1217

Hawk Corporation is online at: http://www.hawkcorp.com/