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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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GREENFIELD INDUSTRIES, INC.
(Name of Subject Company)
KENNAMETAL ACQUISITION CORP.
KENNAMETAL INC.
(Bidders)
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COMMON STOCK, PAR VALUE
$0.01 PER SHARE 395058 10 0
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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DAVID T. COFER, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
KENNAMETAL INC.
STATE ROUTE 981 SOUTH
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
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Copies to:
LEWIS U. DAVIS, JR.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
ONE OXFORD CENTRE
301 GRANT STREET, 20TH FLOOR
PITTSBURGH, PENNSYLVANIA
15219-1410
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TENDER OFFER
Kennametal Acquisition Corp., a Delaware corporation ("Purchaser"), and
Kennametal Inc., a Pennsylvania corporation ("Parent") and the owner of all of
the outstanding capital stock of Purchaser, hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") relating to the
offer by Purchaser to purchase all outstanding shares of common stock, par value
$0.01 per share, including the associated preferred stock purchase rights issued
pursuant to the Restated Rights Agreement dated as of February 6, 1996, as
amended on October 10, 1997, between the Company and First Chicago Trust Company
of New York, as Rights Agent (the "Shares"), of Greenfield Industries, Inc., a
Delaware corporation (the "Company"), at $38.00 per Share, net to the seller in
cash, without interest thereon, less any required withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
October 17, 1997 (the "Offer to Purchase"), and in the related Letter of
Transmittal and any amendments or supplements thereto.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b)-(c) of Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, applicable to the Offer expired at 11:59 p.m., Eastern
time, on October 30, 1997. On October 31, 1997, Parent issued a press release to
such effect. The full text of the press release is filed as Exhibit (a)(10) and
is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibit:
(a)(10) Text of press release, dated October 31, 1997, issued by Kennametal
Inc.
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SIGNATURES
After due 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: October 31, 1997
KENNAMETAL INC.
By: /s/ DAVID T. COFER
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Name: David T. Cofer
Title: Vice President, Secretary
and General Counsel
KENNAMETAL ACQUISITION CORP.
By: /s/ DAVID T. COFER
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Name; David T. Cofer
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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(a) (1)* Offer to Purchase, dated October 17, 1997.
(a) (2)* Letter of Transmittal.
(a) (3)* Notice of Guaranteed Delivery.
(a) (4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a) (5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a) (6)* Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a) (7)* Text of Joint Press Release, dated October 12, 1997, issued by Kennametal
Inc. and Greenfield Industries, Inc.
(a) (8)* Advertisement, dated October 17, 1997.
(a) (9)* Text of Press Release, dated October 17, 1997, issued by Kennametal Inc.
(a) (10) Text of Press Release, dated October 31, 1997, issued by Kennametal Inc.
(b) (1)* Commitment Letter, dated October 14, 1997.
(c) (1)* Agreement and Plan of Merger, dated as of October 10, 1997, among Kennametal
Inc., Kennametal Acquisition Corp. (formerly known as Palmer Acquisition
Corp.) and Greenfield Industries, Inc.
(c) (2)* Confidentiality Letter dated August 13, 1997.
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed.
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Exhibit (a)(10)
FROM: KENNAMETAL INC.,
P.O. BOX 231, LATROBE, PA 15650
PHONE: (412) 539-4617
DATE: OCTOBER 31, 1997
FOR RELEASE: IMMEDIATE
FOR FURTHER INFORMATION: FRANK P. SIMPKINS,
MANAGER EXTERNAL REPORTING
KENNAMETAL INC. ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD
FOR GREENFIELD INDUSTRIES, INC. TRANSACTION
LATROBE, PENNSYLVANIA, OCTOBER 31, 1997 - Kennametal Inc. (NYSE:KMT) announced
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, with respect to its pending all-cash
tender offer for all of the outstanding shares of the common stock of
Greenfield Industries, Inc. (NASDAQ:GFII) expired at 11:59 p.m., Eastern time,
on October 30, 1997.
The tender offer remains subject to the other conditions listed in the Offer to
Purchase, including approval from the Federal Cartel Office ("FCO") in Germany,
where Greenfield conducts certain operations. Kennametal intends to file its
pre-merger notification with the FCO in the near future, and expects to proceed
with its tender offer and acquisition of Greenfield following the expiration of
the applicable one-month waiting period or earlier clearance from the FCO.
Kennametal intends to seek early clearance from the FCO in order to complete
the tender offer by its scheduled expiration date, however, there can be no
assurance that the FCO will grant such early clearance.
Kennametal markets, manufacturers and distributes a broad range of tools and
industrial supplies and accessories for the metalworking, mining and highway
construction industries. With more than 7,500 employees worldwide and sales of
approximately $1.2 billion for the year ended June 30, 1997, Kennametal is one
of the world's leading producers and suppliers of cutting tools and
wear-resistant parts made of cemented carbides and other hard materials.
Greenfield Industries, Inc. is a leading worldwide manufacturer of consumable
cutting tools and related products used in a variety of industrial,
electronics, energy and construction, engineered and consumer markets.
Greenfield also manufacturers and sells various products for the marine
industry. The company, which has 5,100 employees, had sales of $520 million in
1996.
