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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
KENNAMETAL INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 25-0900168
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
WORLD HEADQUARTERS
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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PREFERRED STOCK PURCHASE RIGHTS, NEW YORK STOCK EXCHANGE
NO PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act: NONE.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 24, 2000, the Board of Directors of Kennametal Inc. (the
"Corporation") declared a distribution of one Preferred Stock Purchase Right
(the "Rights") for each outstanding share of Capital Stock, $1.25 par value (the
"Capital Stock"), of the Corporation. The distribution is payable to the
shareowners of record at the close of business on September 5, 2000 (the "Record
Date") and the Rights are effective as of the close of business on November 2,
2000. Except as set forth below, each Right, when exercisable, entitles the
registered holder to purchase from the Corporation one one-hundredth of a share
of Class A Preferred Stock designated as Series One Preferred Stock, without par
value (the "Preferred Stock"), at a price of $120 per one one-hundredth of a
share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent").
Initially, the Rights will be attached to all Capital Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Until the earlier of (i) ten days following
(a) a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to acquire,
20% or more of the outstanding shares of Capital Stock of the Corporation (the
"Stock Acquisition Date") or (b) the Record Date if the tenth day after the
Stock Acquisition Date occurs before the Record Date, (ii) ten business days
following the commencement or announcement of an intention to make a tender
offer or exchange offer which would result in ownership of 20% or more of the
outstanding shares of the Capital Stock, (iii) the close of business on the date
on which a Triggering Event (as hereinafter defined) occurs, or (iv) the close
of business on the tenth day after any person becomes a Controlling Person as
that term is defined in Section 2543 of the Pennsylvania Business Corporation
Law of 1988 (the earliest of the dates in clause (i), (ii), (iii) or (iv) above
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Corporation's Capital Stock certificates outstanding as of
and after the Record Date, by such Capital Stock certificates. The Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Corporation's Capital Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Capital Stock certificates issued after the Record Date, upon transfer, new
issuance or issuances from the Corporation's treasury of the Corporation's
Capital Stock, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any of the Corporation's Capital
Stock certificates outstanding as of and after the Record Date will also
constitute the transfer of the Rights associated with the Capital Stock
represented by such certificate except for the transfer of Capital Stock
certificates (i) from an Acquiring Person (ii) from a person who subsequently
becomes an Acquiring Person if such transfer is to holders of equity interests
in such Acquiring Person or to any person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the Rights; or
(iii) in any transaction which the Board deems to have as a primary purpose or
effect the transactions prohibited by clauses (i) and (ii) of this sentence. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Rights Certificates") will be mailed to holders of
record of the
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Corporation's Capital Stock as of the close of business on the Distribution Date
and such separate certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 2, 2010 (the "Final Expiration Date"), unless earlier
redeemed by the Corporation (as described below) or otherwise extended.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the distribution to holders of Preferred Stock of the
rights or warrants to subscribe for shares of Preferred Stock or securities
convertible into Preferred Stock at less than the then current market price of
the Preferred Stock, or (iii) upon the distribution to holders of Preferred
Stock of evidences of indebtedness, cash (excluding regular periodic cash
dividends), assets or subscription rights or warrants (other than those referred
to above).
In the event that, following the Distribution Date, the Corporation is
acquired in a merger or other business combination transaction in which the
Corporation is not the surviving corporation or in which the Capital Stock is
exchanged or changed or 50% or more of the Corporation's assets or earning power
is sold (in one transaction or a series of transactions), proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise of the Right and payment of the Purchase Price, that
number of shares of common stock of the surviving or purchasing company (or, in
certain cases, one of its affiliates) which at the time of such transaction
would have a market value of two times the Purchase Price.
In the event that any person shall acquire shares representing 20% of
the voting power of all outstanding shares of the Corporation, proper provision
shall be made so that each holder of a Right will thereafter have the right to
receive upon exercise that number of shares (or fractional shares) of Capital
Stock having a market value of two times the exercise price of the Right,
subject to the availability of a sufficient number of treasury shares or
authorized but unissued shares. This event, together with the event described in
the immediately preceding paragraph, are referred to as the "Triggering Events."
Any Rights that are beneficially owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person will become null and void upon
the occurrence of a Triggering Event and any holder of such Rights will have no
right to exercise such Rights from and after the occurrence of such an event.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares are required to be issued. In lieu of
fractional shares, an adjustment in cash may be made based on the market price
of the Capital Stock.
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At any time prior to the earlier of (i) the tenth day following the
Stock Acquisition Date (or the Record Date if the tenth day after the Stock
Acquisition Date occurs before the Record Date) or (ii) the Final Expiration
Date, the Corporation may elect to redeem the Rights in whole, but not in part,
at a price of $0.01 per Right. Under certain circumstances set forth in the
Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Disinterested Directors, as that term is defined in the Rights
Agreement. Immediately upon the action of the Board of Directors electing to
redeem the Rights, with, where required, the concurrence of the Disinterested
Directors, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the redemption price.
The Preferred Stock purchasable upon exercise of the Rights will have a
preferential quarterly dividend in an amount equal to the greater of $25.00 or
100 times any dividend declared on each share of Capital Stock. In the event of
liquidation, the holders of Preferred Stock will receive a preferred liquidation
payment per share of $100 plus the sum of (a) all accrued and unpaid dividends
and distribution plus (b) the Participation Preference, as that term is defined
in the Rights Agreement. Each Preferred Share will have 100 votes, voting
together with the Capital Stock. In the event of any merger, consolidation or
other transaction in which shares of Capital Stock are exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount and type of
consideration received per share of Capital Stock. No fractional shares of
Preferred Stock are required to be issued. In lieu of fractional shares, an
adjustment in cash may be made based on the market price of the Preferred Stock.
In general, the terms of the Rights may be amended by the Board of
Directors of the Corporation without the consent of the holders of the Rights,
except that from and after the Distribution Date, the Rights Agreement permits
only limited amendments (in certain circumstances, with the concurrence of the
Disinterested Directors) and no such amendment may adversely affect the
interests of the holders of the Rights (other than the Acquiring Person and its
Affiliates and Associates).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareowner of the Corporation, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement is available to shareowners of the
Corporation free of charge from the Corporation.
ITEM 2. EXHIBITS.
1. Rights Agreement effective as of November 2, 2000, between
Kennametal Inc. and ChaseMellon Shareholder Services, L.L.C., as
rights agent, which includes the form of Rights Certificate as
Exhibit B.
2. Form of letter to shareowners.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
KENNAMETAL INC.
Dated: October 9, 2000. By: /s/ David T. Cofer
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Name: David T. Cofer
Title: Vice President, Secretary and General
Counsel
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