CLEVELAND, Sept. 30 /PRNewswire-FirstCall/ -- Hawk Corporation (Amex: HWK)
announced today that it has commenced a cash tender offer for any and all of
its $66.3 million outstanding principal amount of 12% Senior Notes due 2006
(the "Notes"). In conjunction with the tender offer, consents are being
solicited from holders to effect amendments to the indenture governing the
Notes.
(Logo: http://www.newscom.com/cgi-bin/prnh/20001129/HWKLOGO)
Upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated September 30, 2004 and the
related Consent and Letter of Transmittal (together, the "Tender Offer
Documents"), Hawk is offering to purchase any and all of the outstanding Notes
tendered for a price equal to 100% of the principal amount of Notes (the
"Tender Offer Consideration"). In addition, Hawk will pay a consent payment
(the "Consent Payment") in the amount of $8.79 per $1,000 principal amount of
Notes for validly tendered Notes prior to 5:00 P.M., New York City time, on
October 14, 2004, unless extended (the "Consent Deadline"). The Tender Offer
Consideration and the Consent Payment together equal what is referred to as
the "Total Consideration" in the Tender Offer Documents. The Total
Consideration, plus accrued but unpaid interest to, but not including, the
date of payment for the Notes, will be paid in respect of all Notes validly
tendered prior to the Consent Deadline and accepted for purchase. Any holder
validly tendering Notes after the Consent Deadline will, if such Notes are
accepted for purchase pursuant to the tender offer, receive the Total
Consideration, plus accrued but unpaid interest to, but not including, the
date of payment for the Notes, less the Consent Payment for the Notes so
tendered.
Holders tendering their Notes will be required to consent to certain
proposed amendments (the "Proposed Amendments") to the indenture governing the
Note that will eliminate substantially all of the restrictive covenants and
certain events of default. Adoption of the Proposed Amendments requires the
consent of holders of at least a majority of the aggregate principal amount of
the outstanding Notes not owned by Hawk or any of its affiliates. Holders may
not tender their Notes without delivering consents or deliver consents without
tendering their Notes.
The tender offer is scheduled to expire at midnight, New York City time,
on October 28, 2004, unless extended or earlier terminated.
The tender offer is subject to the satisfaction of certain conditions,
including Hawk's receipt of tenders of Notes representing a majority of the
aggregate principal amount of the Notes outstanding and Hawk's obtaining the
financing necessary to complete the tender offer and related transactions, as
well as other customary conditions.
Hawk has engaged Jefferies & Company, Inc. to act as the exclusive dealer
manager in connection with the tender offer and solicitation of consents.
Questions regarding the tender offer and consent solicitation or requests for
documentation may be directed to Jefferies & Company, Inc. at (504) 681-5774.
This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of a consent with respect to any securities.
The tender offer and consent solicitation is being made solely by the Offer to
Purchase and Consent Solicitation dated September 30, 2004.
The Company
Hawk Corporation is a leading worldwide supplier of highly engineered
products. Its friction products group is a leading supplier of friction
materials for brakes, clutches and transmissions used in airplanes, trucks,
construction equipment, farm equipment and recreational and performance
automotive vehicles. Through its precision components group, the Company is a
leading supplier of powder metal and metal injected molded components used in
industrial, consumer and other applications, such as pumps, motors and
transmissions, lawn and garden equipment, appliances, small hand tools, trucks
and telecommunications equipment. The Company's performance racing group
manufactures clutches and gearboxes for motorsport applications and
performance automotive markets. Headquartered in Cleveland, Ohio, Hawk has
approximately 1,600 employees and 16 manufacturing, research and
administrative sites in 5 countries at its continuing operations.
Forward-Looking Statements
This press release includes forward-looking statements regarding Hawk's
tender offer and consent solicitation that involve risks and uncertainties.
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 that 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. Hawk
cannot provide assurance that the tender offer will be completed. 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, 2003, 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.
SOURCE Hawk Corporation
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Related links:
http://www.hawkcorp.com
Photo Notes:http://www.newscom.com/cgi-bin/prnh/20001129/HWKLOGO
CONTACT:
Ronald E. Weinberg, Chairman, CEO and
President, +1-216-861- 3553, or Thomas A. Gilbride, Vice
President - Finance, +1-216-861-3553, both of Hawk Corporation
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