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Hawk Announces Expiration of Cash Tender Offer for 12% Senior Notes Due 2006

   Hawk Corporation, Cleveland, Ohio. (PRNewsFoto)

CLEVELAND, OH USA
    CLEVELAND, Oct. 29 /PRNewswire-FirstCall/ -- Hawk Corporation (Amex: HWK)
announced today that its cash tender offer for any and all of its
$66.3 million outstanding principal amount of 12% Senior Notes due 2006 (the
"Notes") expired at midnight, New York City time, on October 28, 2004, as
scheduled.  A total of $34,131,166, or approximately 51.5%, of the Notes were
validly tendered prior to the expiration of the tender offer and have been
accepted for payment.
    (Logo:  http://www.newscom.com/cgi-bin/prnh/20001129/HWKLOGO )
    Jefferies & Company, Inc. is the exclusive dealer manager in connection
with the tender offer. Questions regarding the tender offer or requests for
documentation may be directed to Jeff Zolkin at Jefferies & Company, Inc.,
telephone number (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 was made solely by the Offer to Purchase and Consent
Solicitation Statement 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 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 Hawk
that could cause actual results to differ materially from such statements.
Hawk cannot provide assurance that the tender offer will be completed.  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, 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 Hawk 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
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    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