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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
MLX Corp.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
553076100
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 9, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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<TABLE>
SCHEDULE 13D
CUSIP NO. 553076100
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Hawk Group of Companies, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,002,152
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,002,152
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
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CUSIP No. 553076100
This original Schedule 13D Statement is filed on behalf of The Hawk Group
of Companies, Inc., an Ohio corporation ("Hawk"), for the purpose of reporting
the receipt of proxies relating to the common shares, $0.01 par value, (the
"Stock") of MLX Corp., a Georgia corporation ("MLX").
Item 1. SECURITY AND ISSUER.
This Schedule relates to the Stock of MLX, which has its principal
executive offices at 1000 Center Place, Norcross, Georgia 30093.
Item 2. IDENTITY AND BACKGROUND.
This statement is being filed by Hawk, whose principal business is
manufacturing friction materials, metal stampings and powder metal parts. The
principal business address of Hawk is 200 Public Square, Suite 29-2500,
Cleveland, Ohio 44114-2301.
The following table sets forth the executive officers and directors of
Hawk and certain information relating thereto:
<TABLE>
<CAPTION>
Present Principal
Name Title Business Address Occupation
<S> <C> <C> <C>
Paul R. Bishop Director 512 W. Gorgas Street President of H-P
Louisville, Ohio 44641 Products, Inc.
512 W. Gorgas Street
Louisville, Ohio 44641
Dan T. Moore, III Director 820 W. Superior Avenue President of
Suite 800 Dan T. Moore Companies
Cleveland, Ohio 44113 820 W. Superior Ave.
Suite 800
Cleveland, Ohio 44113
William J. O'Neill, Director 30195 Chagrin Boulevard President of
Jr. Suite 310 Clanco Management Group
Cleveland, Ohio 44124 30195 Chagrin Boulevard
Suite 310
Cleveland, Ohio 44124
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CUSIP No. 553076100
<S> <C> <C> <C>
Norman C. Harbert Director, 200 Public Square President and CEO of
President, Suite 29-2500 Hawk
Chief Cleveland, Ohio 44114 200 Public Square
Executive Suite 29-2500
Officer Cleveland, Ohio 44114
Byron S. Krantz Director, One Cleveland Center Partner
Secretary 20th Floor Kohrman Jackson & Krantz
1375 East 9th Street One Cleveland Center
Cleveland, Ohio 44114 20th Floor
1375 East 9th Street
Cleveland, Ohio 44114
Ronald E. Weinberg Director, 200 Public Square President of Weinberg
Treasurer Suite 29-2500 Capital Corporation
Cleveland, Ohio 44114 200 Public Square
Suite 29-2500
Cleveland, Ohio 44114
Jeffrey H. Berlin Vice 200 Public Square Corporate Development
President Suite 29-2500 Officer of Hawk
Cleveland, Ohio 44114 200 Public Square
Suite 29-2500
Cleveland, Ohio 44114
Thomas A. Gilbride Vice 200 Public Square Chief Financial Officer
President Suite 29-2500 of Hawk
Cleveland, Ohio 44114 200 Public Square
Suite 29-2500
Cleveland, Ohio 44114
</TABLE>
All of the executive officers and directors of Hawk are citizens of the
United States.
During the last five years, neither Hawk nor any of the above-named
executive officers or directors of Hawk has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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CUSIP No. 553076100
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Hawk acquired the proxies in connection with that certain Agreement for
Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc., dated
April 10, 1995, between MLX and Hawk (as the same may be amended from time to
time, the "Agreement"). S.K. Wellman Limited, Inc. is a wholly-owned
subsidiary of MLX. Pursuant to the terms of the Agreement, MLX caused the
members of the Board of Directors of MLX to enter into and execute an
irrevocable proxy in favor of Hawk, with respect to all shares of Stock for
which such members are entitled to vote, as further described in Item 6 below.
Item 4. PURPOSE OF TRANSACTION.
Pursuant to the terms of the Agreement, Hawk was granted the proxies
authorizing certain representatives of Hawk, on behalf of Hawk, to vote the
shares of Stock to be beneficially owned by Hawk in favor of the transactions
contemplated by the Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the most recently available information that Hawk has
received from MLX, Hawk believes there are 2,565,450 shares of Stock
outstanding. Hawk beneficially owns 1,002,152 shares of Stock, or
approximately 39.1% of the outstanding Stock. Messrs. Moore, Harbert and
Weinberg beneficially own 300 shares, 5,000 shares and 3,000 shares of Stock,
respectively, which in each case is less than 1.0% of the outstanding shares of
Stock.
(b) Hawk has sole power to vote or to direct the voting of, the 1,002,152
shares of Stock beneficially owned by it, but does not have the sole power to
dispose or to direct the disposition of any such shares of Stock.
Of the persons listed in Item 2, the following beneficially own shares of
Stock in the amounts indicated:
<TABLE>
<CAPTION>
Number Sole/Shared
Person of Shares Voting/Disposition Power
<S> <C> <C>
Dan T. Moore, III 300 Sole
Norman C. Harbert 5,000 Sole
Ronald E. Weinberg 3,000 Sole
</TABLE>
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CUSIP No.553076100
(c) Of the persons listed in Item 2, the following transactions were effected
within the past 60 days:
<TABLE>
<CAPTION>
Where/How
Number Approximate Transaction
Person Date of Shares Price Per Share Effected
<S> <C> <C> <C> <C>
Norman C. Harbert April 11, 1995 5,000 $9.70 Open Market
Ronald E. Weinberg April 19, 1995 3,000 $9.17 Open Market
</TABLE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Alfred R. Glancy, W. John Roberts and Beverly J. Roberts, S. Sterling
McMillan, Willem F.P. de Vogel, Three Cities Holdings Limited and Teribe
Limited, each executed an irrevocable proxy, pursuant to which Ronald E.
Weinberg, Norman C. Harbert and Jeffrey H. Berlin, were irrevocably appointed
as the representatives of Hawk, acting singly or jointly with full power of
substitution to vote the Stock, which such person or entity providing the proxy
would otherwise be entitled to vote, in favor of the transactions contemplated
by the Agreement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
Exhibit 7.1 - Proxy of Alfred R. Glancy III
Exhibit 7.2 - Proxy of W. John Roberts and Beverly J. Roberts
Exhibit 7.3 - Proxy of S. Sterling McMillan III
Exhibit 7.4 - Proxy of Willem F.P. de Vogel
Exhibit 7.5 - Proxy of Three Cities Holdings Limited
Exhibit 7.6 - Proxy of Teribe Limited
</TABLE>
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CUSIP No. 553076100
After reasonable 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: May 19, 1995. /s/ Thomas A. Gilbride
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Thomas A. Gilbride
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
7.1 Proxy of Alfred R. Glancy III
7.2 Proxy of W. John Roberts and Beverly J. Roberts
7.3 Proxy of S. Sterling McMillan III
7.4 Proxy of Willem F.P. de Vogel
7.5 Proxy of Three Cities Holdings Limited
7.6 Proxy of Teribe Limited
</TABLE>
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Glancy
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C.
HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF
COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with
full power of substitution, proxies of the undersigned and hereby authorizes
them to vote, with all the powers as the undersigned would possess if
personally present, 3,000 shares of common stock, $1.00 par value, of MLX
CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of
the record date for the Annual Meeting of Shareholders of MLX to be held on or
about June 27, 1995, or any adjournment thereof, on all matters properly
considered by the shareholders at such Annual Meeting. This irrevocable proxy
is conditioned upon the appointees voting such shares in accordance with the
provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the
Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between
MLX and Hawk, as may be amended from time to time.
This Proxy is irrevocable to the fullest extent permitted by law and is
coupled with an interest.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of May, 1995.
Signature: /s/ Alfred R. Glancy III
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Title or Authority: _______________
(Please sign exactly as your name
appears on share certificates,
indicating title or representation
capacity, where applicable)
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Roberts
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C.
HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF
COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with
full power of substitution, proxies of the undersigned and hereby authorizes
them to vote, with all the powers as the undersigned would possess if
personally present, 600 shares of common stock, $1.00 par value, of MLX CORP.,
a Georgia corporation ("MLX"), held of record by the undersigned as of the
record date for the Annual Meeting of Shareholders of MLX to be held on or
about June 27, 1995, or any adjournment thereof, on all matters properly
considered by the shareholders at such Annual Meeting. This irrevocable proxy
is conditioned upon the appointees voting such shares in accordance with the
provisions of Paragraph 2.7(d) of Agreement for Purchase and Sale of the
Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between
MLX and Hawk, as may be amended from time to time.
This Proxy is irrevocable to the fullest extent permitted by law and is
coupled with an interest.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of May, 1995.
/s/ W. John Roberts and
Signature: /s/ Beverly J. Roberts
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Title or Authority:___________________
(Please sign exactly as your name
appears on share certificates,
indicating title or representation
capacity, where applicable)
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McMillan
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C.
HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF
COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with
full power of substitution, proxies of the undersigned and hereby authorizes
them to vote, with all the powers as the undersigned would possess if
personally present, 8,424 shares of common stock, $1.00 par value, of MLX
CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of
the record date for the Annual Meeting of Shareholders of MLX to be held on or
about June 27, 1995, or any adjournment thereof, on all matters properly
considered by the shareholders at such Annual Meeting. This irrevocable proxy
is conditioned upon the appointees voting such shares in accordance with the
provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the
Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between
MLX and Hawk, as may be amended from time to time.
This Proxy is irrevocable to the fullest extent permitted by law and is
coupled with an interest.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of May, 1995.
Signature: /s/ S. Sterling McMillan III
------------------------------
Title or Authority:___________________
(Please sign exactly as your name
appears on share certificates,
indicating title or representation
capacity, where applicable)
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de Vogel
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C.
HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF
COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with
full power of substitution, proxies of the undersigned and hereby authorizes
them to vote, with all the powers as the undersigned would possess if
personally present, 1,950 shares of common stock, $1.00 par value, of MLX
CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of
the record date for the Annual Meeting of Shareholders of MLX to be held on or
about June 27, 1995, or any adjournment thereof, on all matters properly
considered by the shareholders at such Annual Meeting. This irrevocable proxy
is conditioned upon the appointees voting such shares in accordance with the
provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the
Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between
MLX and Hawk, as may be amended from time to time.
This Proxy is irrevocable to the fullest extent permitted by law and is
coupled with an interest.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of May, 1995.
Signature:/s/ Willem F. P. de Vogel
-------------------------
Title or Authority:___________________
(Please sign exactly as your name
appears on share certificates,
indicating title or representation
capacity, where applicable)
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TCR
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C.
HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF
COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with
full power of substitution, proxies of the undersigned and hereby authorizes
them to vote, with all the powers as the undersigned would possess if
personally present, 851,456 shares of common stock, $1.00 par value, of MLX
CORP., a Georgia corporation ("MLX"), which the undersigned has the sole power
to vote as of the record date for the Annual Meeting of Shareholders of MLX to
be held on or about June 27, 1995, or any adjournment thereof, on all matters
properly considered by the shareholders at such Annual Meeting. This
irrevocable proxy is conditioned upon the appointees voting such shares in
accordance with the provisions of Paragraph 2.7(d) of the Agreement for
Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as
of April 10, 1995, between MLX and Hawk, as may be amended from time to time.
This Proxy is irrevocable to the fullest extent permitted by law and is
coupled with an interest.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of May, 1995.
Signature: /s/ J. William Uhrig
---------------------
Title or Authority: As attorney-in-fact
--------------------
(Please sign exactly as your name
appears on share certificates,
indicating title or representation
capacity, where applicable)
THREE CITIES HOLDINGS LIMITED
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Teribe
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C.
HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF
COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with
full power of substitution, proxies of the undersigned and hereby authorizes
them to vote, with all the powers as the undersigned would possess if
personally present, 136,722 shares of common stock, $1.00 par value, of MLX
CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of
the record date for the Annual Meeting of Shareholders of MLX to be held on or
about June 27, 1995, or any adjournment thereof, on all matters properly
considered by the shareholders at such Annual Meeting. This irrevocable proxy
is conditioned upon the appointees voting such shares in accordance with the
provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the
Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between
MLX and Hawk, as may be amended from time to time.
This Proxy is irrevocable to the fullest extent permitted by law and is
coupled with an interest.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of May, 1995.
Signature: /s/ J. William Uhrig
---------------------
Title or Authority: as attorney-in-fact
-------------------
(Please sign exactly as your name
appears on share certificates,
indicating title or representation
capacity, where applicable)
TERIBE LIMITED
