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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): July 25, 2000
KENNAMETAL INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-5318
PENNSYLVANIA 25-0900168
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
WORLD HEADQUARTERS
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650-0231
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code: (724) 539-5000
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ITEM 5. OTHER EVENTS
On July 24, 2000, Kennametal Inc. announced that its Board of Directors has
adopted a new shareowner rights plan to replace its existing plan which has been
in effect since 1990. In addition, Kennametal Inc. announced that Robert L.
McGeehan has resigned as a member of the Board of Directors effective July 24,
2000. The text of the news release is as follows:
KENNAMETAL DECLARES QUARTERLY DIVIDEND
ADOPTS NEW SHAREOWNER RIGHTS PLAN TO REPLACE EXPIRING PLAN
Latrobe, PA - July 24, 2000 - The Board of Directors of Kennametal Inc. (NYSE:
KMT) today declared a quarterly cash dividend of 17 cents per share payable
August 25, 2000 to holders of record as of August 10, 2000. This action
continues the dividend at the rate paid in the preceding 15 quarters.
Kennametal also announced today that its Board of Directors has adopted a new
shareowner rights plan to replace its existing plan which has been in effect
since 1990. The new plan will become effective upon the expiration of the
existing plan on November 2, 2000 and provides for the distribution to
shareowners of one stock purchase right for each share of Kennametal Capital
Stock held as of September 5, 2000. The principal modification effected by the
new plan is the establishment of a new exercise price.
The new plan provides that upon the earlier of ten days following a public
announcement that a person has become the beneficial owner of 20 percent or more
of the voting power of all of Kennametal's shares or ten business days following
the announcement by a person of a tender or exchange offer to acquire Kennametal
shares resulting in such person's beneficial ownership of 20 percent or more of
the voting power, each right will become exercisable. When exercisable, each
right will entitle shareowners to buy one one-hundredth of a share of Kennametal
Series One Preferred Stock at an exercise price of $120.
Once the rights become exercisable, if Kennametal is acquired in a merger or
other business combination, the rights permit holders to purchase the common
stock of the acquiring person having a value of two times the exercise price.
Alternatively, if Kennametal is acquired in a merger in which it survives, or if
a person or group acquires beneficial ownership of the shares representing 20
percent or more of the voting power, each right would entitle the holder to
purchase Kennametal Capital Stock having a value of two times the exercise
price.
The new rights will expire on November 2, 2010, unless further extended.
Kennametal may redeem the rights at $.01 per right at any time prior to the
first date upon which they become exercisable. The rights themselves have no
voting power, nor will they entitle a holder to receive dividends.
In addition, Kennametal announced that Robert L. McGeehan has resigned as a
member of the Board of Directors effective today.
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Kennametal is a global leader in providing tools, tooling systems and solutions
to the metalworking, mining, highway construction, oil and energy industries,
and wear-resistant parts for a wide range of industries. Headquartered in
Latrobe, Pa., Kennametal has approximately 13,000 employees worldwide and annual
sales of approximately $1.9 billion.
- END -
On July 24, 2000, Kennametal Inc. and all the directors of JLK Direct
Distribution Inc., an 83 percent-owned subsidiary of Kennametal Inc., were named
as defendants in civil action No. GD00-12565, filed in the Court of Common Pleas
in Allegheny County, Pennsylvania. A copy of the complaint is filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-K:
(c) Exhibits
(99) Additional Exhibits
99.1 Complaint in Civil Action filed in the Court of Common
Pleas of Allegheny County, Pennsylvania on July 24, 2000.
Filed herewith.
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SIGNATURE
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.
KENNAMETAL INC.
Date: July 25, 2000 By: /s/ FRANK P. SIMPKINS
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Frank P. Simpkins
Corporate Controller and
Chief Accounting Officer
