<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1998
REGISTRATION NO. 333-40535
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
HAWK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 34-1608156 3499
- -------------------------------- -------------------------------- --------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION (PRIMARY STANDARD INDUSTRIAL
INCORPORATION OR ORGANIZATION) NO.) CLASSIFICATION CODE NO.)
</TABLE>
200 PUBLIC SQUARE, SUITE 30-5000
CLEVELAND, OHIO 44114
(216) 861-3553
- --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NORMAN C. HARBERT
CHAIRMAN OF THE BOARD
200 PUBLIC SQUARE, SUITE 30-5000
CLEVELAND, OHIO 44114
(216) 861-3553
- --------------------------------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
With copies to:
<TABLE>
<S> <C>
MARC C. KRANTZ, ESQ. GLENN E. MORRICAL, ESQ.
KOHRMAN JACKSON & KRANTZ P.L.L. ARTER & HADDEN LLP
ONE CLEVELAND CENTER, 20TH FLOOR 1100 HUNTINGTON BUILDING
1375 EAST NINTH STREET 925 EUCLID AVENUE
CLEVELAND, OHIO 44114 CLEVELAND, OHIO 44115
(216) 736-7204 (216) 696-1100
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] _________________
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 8, 1998
5,135,000 SHARES
HAWK CORPORATION
LOGO
CLASS A COMMON STOCK
($.01 PAR VALUE)
Of the 5,135,000 shares of Class A Common Stock offered hereby (the
"Offering"), 3,500,000 shares are being sold by Hawk Corporation ("Hawk" or the
"Company") and 1,635,000 shares are being sold by certain stockholders of the
Company (the "Selling Stockholders"). The Company will not receive any of the
proceeds from the sale of shares by the Selling Stockholders except that if the
Underwriters' over-allotment option is exercised certain of the Selling
Stockholders will use a portion of the proceeds to prepay in part certain notes
outstanding to the Company. See "Principal and Selling Stockholders" and
"Certain Transactions -- Transactions Concurrent with the Offering."
Upon completion of the Offering, certain directors and executive officers
of the Company will beneficially own all of the outstanding shares of Series D
Preferred Stock, par value $.01 per share, of the Company (the "Series D
Preferred Stock"). For as long as certain conditions are met, the holders of the
Series D Preferred Stock will be entitled to elect a majority of the members of
the Board of Directors of the Company and to vote as a separate class on
fundamental corporate transactions. Accordingly, the holders of the Series D
Preferred Stock may thereby control and direct the policies of the Board of
Directors and, in general, determine the outcome of various matters submitted to
the stockholders for approval, including fundamental corporate transactions. See
"Risk Factors -- Effective Voting Control by Existing Stockholders" and
"Description of Capital Stock."
Prior to the Offering, there has been no public market for the Company's
Class A Common Stock. It is currently expected that the public offering price
will be between $15.00 and $17.00 per share. See "Underwriting" for information
relating to the method of determining the public offering price.
The Class A Common Stock has been approved for listing on the New York
Stock Exchange under the symbol "HWK."
THE CLASS A COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
================================================================================================
UNDERWRITING PROCEEDS
PRICE TO DISCOUNTS AND PROCEEDS TO TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share............... $ $ $ $
- ------------------------------------------------------------------------------------------------
Total(3)................ $ $ $ $
================================================================================================
</TABLE>
(1) See "Underwriting" for indemnification arrangements.
(2) Before deducting estimated expenses of $750,000 payable by the Company.
(3) Certain of the Selling Stockholders have granted to the Underwriters a
30-day option to purchase up to an aggregate of 770,250 additional shares of
Class A Common Stock on the same terms and conditions as set forth above,
solely to cover over-allotments, if any. If this option is exercised in
full, the total Price to Public, Underwriting Discounts and Commissions,
Proceeds to Company and Proceeds to Selling Stockholders will be
$ , $ , $ and $ , respectively. See
"Underwriting."
The shares of Class A Common Stock are being offered by the several
Underwriters named herein, subject to prior sale and acceptance by the
Underwriters and subject to their right to reject any order in whole or in part.
It is expected that Class A Common Stock will be available for delivery on or
about , 1998 at the offices of Schroder & Co. Inc., New York, New
York.
SCHRODER & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MCDONALD & COMPANY
SECURITIES, INC.
, 1998
<PAGE> 3
LOGO
THE COMPANY DESIGNS, ENGINEERS, MANUFACTURES
AND MARKETS SPECIALIZED COMPONENTS, PRINCIPALLY
MADE FROM POWDER METALS, USED IN A WIDE VARIETY
OF AEROSPACE, INDUSTRIAL AND COMMERCIAL
APPLICATIONS.
[PHOTOGRAPH OF FRICTION PRODUCTS]
Friction products for
brakes, clutches and
transmissions.
[PHOTOGRAPH OF POWDER METAL COMPONENTS]
Powder metal
components for
a variety of industrial
applications.
[PHOTOGRAPH OF DIE-CAST ALUMINUM ROTORS]
Die-cast aluminum rotors
for small electric motors.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK INCLUDING OVER-ALLOTMENTS, STABILIZING BIDS, SYNDICATE COVERING
TRANSACTIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
2
<PAGE> 4
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Hawk is a holding company, the principal
assets of which consist of the capital stock of its manufacturing subsidiaries,
Friction Products Co. ("FPC"), S.K. Wellman Corp. ("SKW"), Helsel, Inc.
("Helsel"), Logan Metal Stampings, Inc. ("Logan"), Hutchinson Products
Corporation ("Hutchinson") and Sinterloy Corporation ("Sinterloy"). Unless
otherwise indicated, the information in this Prospectus (1) reflects a
3.2299-for-one split of each share of Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), and Class B Non-Voting Common Stock, par
value $.01 per share (the "Class B Common Stock," and together with the Class A
Common Stock, the "Common Stock") prior to the Offering, (2) assumes the
Company's replacement of its existing senior revolving credit facility with a
new $50.0 million unsecured revolving credit facility (the "New Revolving Credit
Facility"), the Company's entry into a new $35.0 million five year unsecured
term loan facility (the "New Term Loan Facility") and the payment in full,
together with accrued interest thereon, of the Company's $30.0 million aggregate
principal amount of 12% senior subordinated notes (the "Senior Subordinated Note
Redemption") concurrently with the closing of the Offering, (3) assumes
completion of the Preferred Stock Redemption, as described in this Prospectus,
concurrently with the closing of the Offering, (4) assumes the Company's
redemption of $35.0 million of its 10 1/4% Senior Notes due 2003 (the "Senior
Note Redemption") as soon as practicable after the closing of the Offering, and
(5) assumes no exercise of the Underwriters' over-allotment option.
THE COMPANY
GENERAL
Hawk designs, engineers, manufactures and markets specialized components,
principally made from powder metals, used in a wide variety of aerospace,
industrial and commercial applications. The Company believes it is a leading
worldwide supplier of friction products for brakes, clutches and transmissions
used in aerospace, industrial and specialty applications. Friction products
represented 68.9% of Company sales in the first nine months of 1997. Hawk is
also a leading supplier of powder metal components for industrial applications,
including pump, motor and transmission elements, gears, pistons and anti-lock
brake sensor rings. In addition, the Company designs and manufactures die-cast
aluminum rotors for small electric motors used in appliances, business equipment
and exhaust fans. The Company focuses on manufacturing products requiring
sophisticated engineering and production techniques for applications in markets
in which it has achieved a significant market share.
Hawk believes it is the only independent supplier of original equipment and
replacement friction materials to the manufacturers of braking systems for the
Boeing 727, 737 and 757, the McDonnell Douglas DC-9, DC-10 and MD-80 and the
Canadair CRJ aircraft. The Company believes it is also the largest supplier of
friction materials to the general aviation (non-commercial, non-military)
market, supplying friction materials for aircraft manufacturers such as Cessna,
Lear, Gulfstream and Fokker. The Company believes that it is a leading supplier
of friction materials to manufacturers of construction and agricultural
equipment and truck clutches, including Caterpillar, John Deere, New Holland and
Eaton. In addition, the Company is a major supplier of friction products for use
in specialty applications, such as brakes for Harley-Davidson motorcycles, AM
General Humvees and Bombardier, Polaris and Arctco ("Arctic Cat") snowmobiles.
The Company's powder metal components are used primarily in industrial
applications, often as lower cost replacements for parts manufactured by
traditional forging, casting or stamping technologies. The Company targets three
areas of the powder metal component marketplace: high precision components that
are used in fluid power applications requiring tight tolerances; large
structural powder metal parts used in construction, agricultural and truck
applications; and smaller, high volume parts for which the Company can utilize
its efficient pressing and sintering capabilities. The Company believes it is
also the largest independent U.S. manufacturer of die-cast aluminum rotors for
use in subfractional (less than 1/20 horsepower) electric motors.
3
<PAGE> 5
The Company believes that its diverse customer base and extensive sales to
the aerospace and industrial aftermarkets reduce its exposure to economic
fluctuations. The Company estimates that aftermarket sales of friction products
have comprised approximately 50% of the Company's net friction product sales in
recent years. The Company also believes that its principal tradenames are
well-known in the domestic and international marketplace and are associated with
quality and extensive customer support, including specialized product
engineering and strong aftermarket service.
Since its formation in 1989, Hawk has pursued a strategic growth plan by
making complementary acquisitions and broadening its customer base. From 1991
through the 12 month period ended September 30, 1997, the Company's net sales
and income from operations increased at a compound annual rate of 38.3% and
35.5%, respectively. The Company reported a loss before extraordinary item of
$1.9 million in 1996, and expects to incur a net loss, after extraordinary
charges, in the first quarter of 1998 as a result of the incurrence of
non-recurring extraordinary charges of $3.6 million ($2.2 million after tax) in
prepayment penalties and $1.9 million ($1.1 million after tax) as a result of
the write-off of previously capitalized deferred financing costs, each arising
from the Senior Note Redemption. For the first nine months of 1997, the
Company's net sales and income from operations (before non-recurring costs in
1996 of $3.7 million for plant consolidation expenses) increased 24.2% and
55.8%, respectively, compared to the corresponding period in 1996. Since 1994,
sales growth has been primarily driven by the acquisitions of Helsel, SKW and
Hutchinson. These acquisitions tripled the net sales of the Company and, because
the acquisitions were financed primarily with indebtedness, have caused the
Company to become highly leveraged. As a result, the Company's interest expense
grew at a compound annual rate of 103.5% from $3.3 million in 1994 to $13.5
million in 1996 pro forma for all acquisitions. The Company's net sales, pro
forma for all acquisitions, during the period from 1991 through the 12 month
period ended September 30, 1997 grew internally at a compound annual rate of
9.7%.
BUSINESS STRATEGY
The Company's business strategy includes the following principal elements:
- Focus on High-Margin, Specialty Applications. The Company operates
primarily in aerospace, industrial and commercial markets that require
sophisticated engineering and production techniques. In developing new
applications, as well as in evaluating acquisitions, the Company seeks to
compete in markets requiring such engineering expertise and technical
capability, rather than in markets in which the primary competitive factor
is price. The Company believes margins for its products in these markets
are higher than in other manufacturing markets that use standardized
products. The Company's gross margins in 1996 and the first nine months of
1997 were 25.9% and 28.7%, respectively.
- New Product Introduction. A key part of the Company's strategy is
the introduction of new products which incorporate improved performance
characteristics or reduced costs in response to customer needs. Because
friction products are the consumable, or wear, component of brake, clutch
and transmission systems, the introduction of new friction products in
conjunction with a new system provides the Company with the opportunity to
supply the aftermarket for the life of the system. For example, the ability
to service the aftermarket for a particular aircraft braking system will
likely provide the Company with a stable market for its friction products
for the life of an aircraft, which can be 30 years or more. The Company
also seeks to grow by applying its existing products and technologies to
new specialized applications where its products have a performance or
technological advantage. For example, the Company recently developed a
powder metal pump element for a customer's power steering unit that
improved pumping efficiency and dependability while reducing noise and
cost.
- Pursuit of Strategic Acquisitions. Many of the markets in which the
Company competes are fragmented, providing the Company with attractive
acquisition opportunities. The Company will continue to seek to acquire
complementary businesses with leading market positions that will
4
<PAGE> 6
enable it to expand its product offerings, technical capabilities and
customer base. Historically, the Company has been able to achieve
significant cost reductions through the integration of its acquisitions.
For example, since the acquisition of SKW in 1995, the Company has
consolidated SKW's headquarters facility and one of SKW's two U.S.
manufacturing facilities into its existing facilities, resulting in $5.4
million of annualized cost savings.
- Expanding International Sales. To take advantage of worldwide
growth in its end user markets, the Company expanded its international
presence through the acquisition of SKW in 1995, which resulted in the
addition of manufacturing facilities in Italy and Canada and a worldwide
distribution network. The Company continues to expand its European
operations to meet strong demand in established markets throughout Europe.
The Company also believes that further opportunities to expand sales exist
in emerging economies. Sales from the Company's international facilities
have grown from $15.7 million in 1995 to $20.3 million for the 12 month
period ended September 30, 1997.
- Leveraging Customer Relationships. The Company's engineers work
closely with customers to develop and design new products and improve the
performance of existing products. The Company believes that its commitment
to quality, service and just-in-time delivery enables it to build and
maintain strong and stable customer relationships. The Company believes
that more than 80% of its sales are from products and materials for which
it is the sole source provider for specific customer applications. Each of
the Company's ten largest customers have been customers of the Company or
its predecessors for more than ten years. The Company believes that strong
relationships with its customers provide it with significant competitive
advantages in obtaining and securing new business opportunities.
------------------------
Unless the context otherwise requires, the terms "Company" and "Hawk" as
used in this Prospec-
tus refer to Hawk Corporation, a Delaware corporation, its consolidated
subsidiaries and its predecessors by merger. The Company's principal executive
offices are located at 200 Public Square, Suite 30-5000, Cleveland, Ohio 44114,
and its telephone number is (216) 861-3553.
Hawk has applied for the registration of the Wellman Friction Products
trademark. Velvetouch(R), Fibertuff(R), Feramic(R), Velvetouch Feramic(R),
Velvetouch Ceramic(R), Velvetouch Organik(R) and Velvetouch Metalik(R) are
registered trademarks of the Company, and Hawk Brake is a tradename of the
Company. Trademarks and tradenames of corporations other than the Company are
also referred to in this Prospectus.
5
<PAGE> 7
THE OFFERING
<TABLE>
<S> <C>
Class A Common Stock offered:
By the Company............................. 3,500,000 shares(1)
By the Selling Stockholders................ 1,635,000 shares(1)(2)
Total.............................. 5,135,000 shares(1)
Class A Common Stock outstanding after the
Offering................................... 9,187,750 shares(1)(2)(3)
Class B Common Stock outstanding after the
Offering................................... 0 shares
Total Common Stock outstanding after the
Offering................................... 9,187,750 shares(1)(2)(3)
Use of proceeds.............................. To effect the Senior Subordinated Note
Redemption, to effect the Senior Note
Redemption, to effect the Preferred Stock
Redemption and for working capital and
general corporate purposes.(4)
Proposed NYSE symbol......................... HWK
</TABLE>
- ---------------
(1) Does not include 770,250 shares that may be sold by certain of the Selling
Stockholders pursuant to the Underwriters' over-allotment option. See
"Principal and Selling Stockholders" and "Underwriting."
(2) The Company will not receive any proceeds from the sale of Class A Common
Stock by the Selling Stockholders except that if the Underwriters'
over-allotment option is exercised certain of the Selling Stockholders will
use a portion of the proceeds to prepay in part certain notes outstanding to
the Company. See "Principal and Selling Stockholders" and "Certain
Transactions -- Transactions Concurrent with the Offering."
(3) Does not include 700,000 shares of Class A Common Stock reserved for
issuance under the Company's 1997 Stock Option Plan (of which 310,000 shares
will be reserved for options to be outstanding as of the closing of the
Offering), or 31,250 shares of Class A Common Stock, based on an assumed
public offering price of $16.00 per share, issuable upon conversion of 8.0%
two-year notes that were issued by the Company in connection with the
acquisition of Hutchinson. Up to $500,000 of the then-outstanding principal
balance of the notes is convertible at the option of the holders thereof
into shares of Class A Common Stock at the public offering price.
(4) Certain of the shares to be redeemed in the Preferred Stock Redemption are
owned by directors and executive officers of the Company. See "Use of
Proceeds" and "Certain Transactions -- Transactions Concurrent with the
Offering."
6
<PAGE> 8
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL
AND OPERATING DATA
(in thousands, except per share data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
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<S> <C> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1996 1997
------- ------- ----------------------- ------- -----------------------
<CAPTION>
ACTUAL PRO FORMA(1) ACTUAL PRO FORMA(1)
-------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............... $41,395 $84,643 $123,997 $144,215 $93,672 $116,362 $124,985
Gross profit............ 14,624 23,479 32,113 39,133 24,649 33,422 37,374
Plant consolidation
expense(2)............ -- -- 4,028 4,028 3,749 50 50
Income from operations.. 7,376 9,980 9,811 14,257 6,880 16,556 19,617
Interest expense........ 3,267 7,323 10,648 13,527 7,321 10,639 11,039
Extraordinary item(3)... -- -- (1,196) -- -- -- --
Net income (loss)....... 2,287 762 (3,078) (2,207) (1,359) 3,261 4,894
Net income (loss) per
share applicable to
common stockholders... $ .54 $ .09 $ (.58) $ (.22) $ (.27) $ .53 $ .82
Number of shares used to
compute per share
data.................. 3,658,518 4,968,171 5,687,750 5,687,750 5,687,750 5,687,750 5,687,750
OTHER DATA:
Depreciation and
amortization.......... $ 2,466 $ 5,527 $ 8,418 $ 9,967 $ 6,688 $ 7,166 $ 7,669
Capital expenditures
(including capital
leases)............... 1,871 3,781 10,294 12,646 9,142 4,975 5,245
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
---------------------------------
ACTUAL AS ADJUSTED(4)
-------------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents........................................... $ 3,629 $ 19,300
Working capital..................................................... 28,605 44,276
Total assets........................................................ 170,215 183,948
Total long-term debt................................................ 131,296 104,434
Detachable stock warrants, subject to put option(5)................. 9,300 --
Stockholders' equity (deficit)...................................... (1,448) 50,971
</TABLE>
- ---------------
(1) The pro forma income statement data and pro forma other data for the year
ended December 31, 1996 and the nine months ended September 30, 1997 include
the historical operations of the Company, other than extraordinary item, and
give effect to the Hutchinson and Sinterloy acquisitions as if they occurred
as of January 1, 1996. This data should be read in conjunction with the more
detailed information contained in the "Unaudited Pro Forma Consolidated
Statements of Operations" and notes thereto included elsewhere in this
Prospectus.
(2) Reflects charges in 1996 and 1997 relating primarily to the relocation of
machinery and equipment.
(3) Reflects write-off of deferred financing costs, net of $798,000 in income
taxes.
(4) As adjusted balance sheet data assume the sale by the Company of 3,500,000
shares of Class A Common Stock in the Offering as of September 30, 1997 and
the application of net proceeds thereof as set forth under "Use of
Proceeds," the exchange of the detachable warrants for 1,023,793 shares of
Class B Common Stock, the Preferred Stock Redemption, the Senior Note
Redemption and the Company's entry into the New Term Loan Facility.
(5) Effective June 30, 1995, the Company issued $30.0 million aggregate
principal amount of 12% senior subordinated notes with detachable warrants
that provide the holders the option to purchase 1,023,793 shares of the
Company's Class B Common Stock at a nominal price. Beginning in the year
2001, the warrant holders have the right to put the warrants to the Company
for cash, at prices based on the fair market value of the Company at the
date of put, as determined by an independent third party. The warrant
holders' put option is terminated upon the closing of an initial public
offering. For financial reporting purposes, the carrying value of the
warrants, including the put option (classified as detachable stock warrants,
subject to put option, on the Company's balance sheet), was adjusted to $9.3
million as of September 30, 1997, based on revisions to the estimated
present value of the future fair market value of the Company.
7
<PAGE> 9
RISK FACTORS
This Prospectus contains forward-looking statements that involve certain
risks and uncertainties. Statements in this Prospectus regarding future
financial performance and other statements containing the words "expect,"
"believe," "anticipate," "project," "estimate," "predict," "intend" and similar
expressions are forward-looking statements. Actual results and events could
differ materially from those anticipated in such forward-looking statements as a
result of a variety of factors, including those set forth in the following risk
factors and elsewhere in this Prospectus. Prospective investors should consider
carefully the following factors, in addition to the other information contained
in this Prospectus, prior to making an investment in the Class A Common Stock.
ANTICIPATED LOSS IN FIRST QUARTER OF 1998; RECENT LOSS
The Company expects to incur non-recurring extraordinary charges of $3.6
million ($2.2 million after tax) in prepayment penalties and $1.9 million ($1.1
million after tax) as a result of the write-off of previously capitalized
deferred financing costs, each arising from the Senior Note Redemption. As a
result of the penalties and charges, if the Senior Note Redemption occurs as
anticipated in the first quarter of 1998, the Company expects to incur a net
loss, after extraordinary charges, in that quarter.
In 1996, the Company incurred $4.0 million of non-recurring charges related
to plant consolidation expenses and $2.0 million ($1.2 million after tax) of
non-recurring extraordinary charges as a result of the write-off of previously
capitalized deferred financing costs arising from the termination of a then-
existing credit facility. In 1996, the Company reported a loss before
extraordinary item of $1.9 million and a loss applicable to holders of the
Company's common stock of $3.3 million. On a pro forma basis, after giving
effect to the Hutchinson and Sinterloy acquisitions as if they occurred as of
January 1, 1996, the Company's 1996 loss before extraordinary item would have
been $1.0 million. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."
SUBSTANTIAL LEVERAGE; NEW TERM LOAN FACILITY; SENIOR NOTE REDEMPTION
The Company has, and following the Offering will continue to have,
substantial indebtedness under the indenture ("Senior Note Indenture") relating
to the Company's 10 1/4% Senior Notes due 2003 (the "Senior Notes"). In
addition, the Company anticipates entering into the New Term Loan Facility
concurrently with the closing of the Offering. Although the Company has entered
into a commitment letter with Bankers Trust Company with respect to the New Term
Loan Facility, there is no assurance that the Company and Bankers Trust Company
will enter into the New Term Loan Facility. The commitment letter is subject to
customary terms and conditions, including the closing of the Offering and the
use of the proceeds of the Offering to effect the Senior Note Redemption.
Failure to enter into the New Term Loan Facility and to effect the Senior Note
Redemption will prohibit the Company from benefitting from the lower interest
rate that the Company expects to be available initially on the New Term Loan
Facility compared to the Senior Notes. In the future, the Company may incur
additional indebtedness under the New Revolving Credit Facility to be entered
into concurrently with the Offering or under additional facilities for working
capital and to finance the acquisition of additional businesses. None of the
Senior Notes, New Term Loan Facility or New Revolving Credit Facility is or will
be secured by any assets, stock or other collateral of the Company, except that
all such indebtedness is or will be guaranteed by the Company's domestic
subsidiaries. The Company's debt service requirements may reduce funds available
for operations and future business opportunities and increase the Company's
vulnerability to adverse general economic and industry conditions and
competition.
As of September 30, 1997, the Company had total indebtedness, including
current maturities, of $131.3 million. On an as adjusted basis, after giving
effect to the Offering, the Company's total indebtedness as of September 30,
1997 would have been $104.4 million, and the Company's ratio of total debt to
total capitalization would have been 67.2%. The Company's ability to make
scheduled payments of the principal of or interest on, or to refinance, its
indebtedness and to make scheduled payments under its lease agreements depends
on its future performance, which is subject to economic,
8
<PAGE> 10
financial, competitive and other factors beyond its control. Any default under
the documents governing indebtedness of the Company could have a significant
adverse effect on the market value of the Class A Common Stock. Certain of the
Company's competitors currently operate on a less leveraged basis and may have
greater operating and financing flexibility than the Company. See
"Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
ACQUISITION STRATEGY
The Company expects to continue a strategy of identifying and acquiring
complementary businesses. There is no assurance that the Company will continue
to identify suitable new acquisition candidates, obtain financing necessary to
complete such acquisitions, acquire businesses on satisfactory terms, enter into
any definitive acquisition agreements or, if entered into, that future
acquisitions will be successful or will achieve results comparable to the
Company's existing business. The Company could incur substantial additional
indebtedness in connection with its acquisition strategy. Any such additional
indebtedness may reduce funds available for operations and future business
opportunities and increase the Company's vulnerability to adverse general
economic and industry conditions and competition. See "Business -- Business
Strategy" and "Business -- Acquisitions."
FLUCTUATIONS IN QUARTERLY RESULTS
The Company's results of operations are subject to fluctuations from
quarter to quarter due to changes in demand for its products and other factors.
Demand for the Company's products in each of the geographic end markets it
serves can vary significantly from quarter to quarter due to changes in demand
for products that incorporate or utilize the Company's products and other
factors beyond the Company's control, such as the unusually high customer demand
at Sinterloy in the first six months of 1997, prior to its acquisition by the
Company, which high customer demand the Company does not expect to continue in
the comparable period in 1998. In the third quarter, net sales of the Company's
products are typically lower than the first two quarters because of planned
production shut downs at the Company's Italian facility, and in the fourth
quarter, net sales of the Company's products are typically lower than the first
two quarters because of holiday-related manufacturing facility shut downs by the
Company and certain of its customers. Therefore, year-to-year comparisons of
quarterly results may not be meaningful, and quarterly results during the year
are not necessarily indicative of the results that may be expected for any
future period or for the entire year. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Quarterly Results of
Operations."
COMPETITION
The principal industries in which the Company competes are competitive and
fragmented, with many small manufacturers and only a few manufacturers that
generate sales in excess of $50 million. The larger competitors may have
financial and other resources substantially greater than those of the Company.
The Company competes for new business principally at the beginning of the
development of new applications and at the redesign of existing applications by
its customers. For example, new model development for the Company's aircraft
braking system customers generally begins two to five years prior to full scale
production of new braking systems. Product redesign initiatives by customers
typically involve long lead times as well. Although the Company has been
successful in the past in obtaining this new business, there is no assurance
that the Company will continue to obtain such business in the future. The
Company also competes with manufacturers using different technologies, such as
carbon composite ("carbon-carbon") friction materials for aircraft braking
systems. There is no assurance that competition from these technologies or
others will not adversely affect the Company's business, financial condition and
results of operations. See "Business -- Competition."
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
The Company has manufacturing facilities in Italy and Canada. As a
percentage of total Company net sales, net sales from the Company's
international facilities were 9.5% in 1995, 15.6% in 1996 and 13.8% in the 12
month period ended September 30, 1997. One of the elements of the Company's
9
<PAGE> 11
business strategy is its continued expansion into international markets. As a
result, the Company is subject to certain risks inherent in conducting business
internationally, including unexpected changes in regulatory requirements, export
restrictions, currency controls, tariffs and other trade barriers, difficulties
in staffing and managing foreign operations, political and economic instability,
fluctuations in currency exchange rates, difficulty in accounts receivable
collection and potentially adverse tax consequences. The Company is also subject
to risks associated with the imposition of protective legislation and
regulations, including those relating to import or export or otherwise resulting
from trade or foreign policy. In addition, because of the Company's foreign
operations, revenues and expenses are denominated in currencies other than U.S.
dollars, including Italian lira and, to a lesser extent, Canadian dollars.
Changes in exchange rates may have a significant effect on the Company's
business, financial condition and results of operations. The Company does not
currently participate in currency hedging transactions. However, as the
Company's international operations expand, the Company may participate in such
hedging transactions in the future. There is no assurance that one or more of
the foregoing international operation risks will not have a material adverse
effect on the Company's international operations, and, consequently, on the
Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview," "Business -- Business Strategy" and Note L to the
Company's Consolidated Financial Statements.
RELIANCE ON SIGNIFICANT CUSTOMERS
The Company's sales to Aircraft Braking Systems represented approximately
10.4% of the Company's consolidated net sales in 1996 and approximately 8.7% of
the Company's consolidated net sales in the first nine months of 1997. The
Company's top five customers, including Aircraft Braking Systems, accounted for
40.1% of the Company's consolidated net sales in 1996 and 34.2% of the Company's
consolidated net sales in the first nine months of 1997. Thus, a significant
decrease or interruption in business from any of the Company's larger customers
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Customers."
DEPENDENCE ON KEY PERSONNEL
The Company's success depends to a significant extent upon the performance
of its senior management team, including Norman C. Harbert, the Company's
Chairman of the Board, Chief Executive Officer and President, and Ronald E.
Weinberg, Vice-Chairman of the Board and Treasurer. Although the Company
believes that its senior management team has significant depth, the loss of
services of any of the Company's executive officers could have an adverse impact
on the Company. The future success of the Company will depend in large part on
its continued ability to attract and retain qualified engineers and other
professionals, either through direct hiring or acquisition of other businesses
employing such professionals. There is no assurance that the Company will be
able to attract and retain such personnel. See "Management."
COLLECTIVE BARGAINING AGREEMENTS
As of September 30, 1997, 43% of the Company's employees were represented
by unions, including approximately 75 employees at Hutchinson who are covered
under a collective bargaining agreement with the International Association of
Machinists and Aerospace Workers that expires in June 1998, and approximately
100 employees at SKW's Orzinuovi, Italy plant who are represented by a national
mechanics union under an agreement that expires in December 1998. Although the
Company believes its relations with its union employees are good, there is no
assurance that Hutchinson and SKW will be successful in negotiating new
agreements with the unions representing their employees on terms favorable to
the Company or can do so without experiencing work stoppages by some of their
employees. Because of the importance of Hutchinson and SKW's Orzinuovi, Italy
plant to the profitability of the Company, any work stoppage could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Employees."
10
<PAGE> 12
SUPPLY AND PRICE OF RAW MATERIALS
The principal raw materials used by the Company are copper, steel and iron
powder and custom-fabricated cellulose sheet. The Company has no long-term
supply agreements with any of its major suppliers. However, the Company has
generally been able to obtain sufficient supplies of raw materials for its
operations, and changes in prices of such supplies over the past few years have
not had a significant effect on its operations. Although the Company believes
that such raw materials are readily available from alternate sources, an
interruption in the Company's supply of powder metal or cellulose sheet or a
substantial increase in the price of any of these raw materials could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Suppliers and Raw Materials."
EFFECTIVE VOTING CONTROL BY EXISTING STOCKHOLDERS
Upon the closing of the Offering, the Company's directors and executive
officers will beneficially own an aggregate of approximately 43.3% of the
outstanding shares of Class A Common Stock (approximately 35.3% if the
Underwriters' over-allotment option is exercised in full) and 100% of the
outstanding shares of the Company's Series D Preferred Stock, par value $.01 per
share (the "Series D Preferred Stock"). Norman C. Harbert, Chairman of the
Board, Chief Executive Officer, President and a Director of the Company, Ronald
E. Weinberg, Vice-Chairman of the Board, Treasurer and a Director of the
Company, and Byron S. Krantz, Secretary and Director of the Company will
beneficially own approximately 13.4%, 13.0% and 3.0%, respectively, of the
outstanding shares of Class A Common Stock (approximately 12.7%, 12.4% and 3.0%,
respectively, if the Underwriters' over-allotment option is exercised in full),
and will beneficially own 45%, 45% and 10%, respectively, of the outstanding
shares of Series D Preferred Stock, after the Offering. The Series D Preferred
Stock is entitled to elect a majority of the members of the Board of Directors
of the Company and to vote as a separate class on fundamental corporate
transactions. Accordingly, if any two of these stockholders vote their shares of
Series D Preferred Stock in the same manner, they will have sufficient voting
power (without the consent of the Company's other holders of Class A Common
Stock) to elect a majority of the members of the Board of Directors, to thereby
control and direct the policies of the Board of Directors and, in general, to
determine the outcome of various matters submitted to the stockholders for
approval, including fundamental corporate transactions. In addition, Messrs.
Harbert, Weinberg and Krantz have entered into an agreement regarding the
election of the Company's Board of Directors. This agreement and the voting
rights of the Series D Preferred Stock may render more difficult or tend to
discourage mergers, acquisitions, tender offers or proxy contests, even when
stockholders other than Messrs. Harbert, Weinberg and Krantz consider such a
transaction to be in their best interests. See "Principal and Selling
Stockholders," "Certain Transactions -- Transactions Concurrent with the
Offering" and "Description of Capital Stock."
GOVERNMENT REGULATION
The Company's sales to manufacturers of aircraft braking systems
represented 20.8% of the Company's consolidated net sales in 1996, and 18.6% of
the Company's consolidated net sales in the first nine months of 1997. Each
aircraft braking system, including the friction products supplied by the
Company, must meet stringent Federal Aviation Administration ("FAA") criteria
and testing requirements. The Company has been able to meet these requirements
in the past. However, there is no assurance that a review by the FAA of a
braking system including the Company's materials will not result in
determinations that could have a material adverse effect on the Company's
business, financial condition and results of operations, nor can there be any
assurance that the Company or its customers will be able to continue to meet FAA
requirements in the future. See "Business -- Government Regulation."
11
<PAGE> 13
ENVIRONMENTAL MATTERS
Manufacturers such as the Company are subject to stringent environmental
standards imposed by federal, state, local and foreign environmental and worker
health and safety laws, regulations and ordinances, including those related to
air emissions, wastewater discharges and chemical and hazardous waste management
and disposal. Certain of these environmental laws hold owners or operators of
land or businesses liable for their own and for previous owners' or operators'
releases of hazardous or toxic substances, materials or wastes, pollutants or
contaminants. Compliance with environmental laws also may require the
acquisition of permits or other authorizations for certain activities and
compliance with various standards or procedural requirements. The nature of the
Company's operations, the long history of industrial uses at some of its current
or former facilities, and the operations of predecessor owners or operators of
certain of the businesses expose the Company to risk of liabilities or claims
with respect to environmental and worker health and safety matters. The Company
believes that it is in substantial compliance with all material environmental
and worker health and safety laws applicable to its operations. There can be no
assurance, however, that a review of the Company's past, present or future
environmental or worker health and safety compliance by courts or regulatory
authorities will not result in determinations that could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business -- Environmental Matters."
PRODUCT LIABILITY
Manufacturers such as the Company are from time to time the subject of
product liability claims. Although the Company maintains liability insurance
coverage that it believes to be adequate, there can be no assurance that the
Company will be able to maintain such coverage or obtain alternate coverage in
the future at a reasonable cost, or that such coverage will be sufficient to
satisfy future product liability claims. If the Company's insurance coverage is
insufficient, such product liability claims, if successful, could have a
material adverse effect on the Company's business, financial condition and
results of operations.
INTELLECTUAL PROPERTY MATTERS
The Company relies on a combination of internal procedures, confidentiality
agreements, patents, trademarks and trade secrets law and common law, including
the law of unfair competition, to protect its intellectual property. There is no
assurance that the Company's intellectual property rights can be successfully
asserted in the future or will not be invalidated, circumvented or challenged.
In addition, the laws of certain foreign countries in which the Company's
products may be sold do not protect the Company's intellectual property rights
to the same extent as the laws of the United States. The failure or inability of
the Company to protect its proprietary information could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business -- Intellectual Property Matters."
ANTI-TAKEOVER EFFECT OF THE COMPANY'S GOVERNING DOCUMENTS
Certain provisions of the Company's Second Amended and Restated Certificate
of Incorporation and Amended and Restated By-laws may be deemed to have
anti-takeover effects and may discourage, defer or prevent a change of control
of the Company. These provisions (1) enable the holders of the Series D
Preferred Stock to elect a majority of the Board of Directors, (2) provide that
only the Board of Directors, the Chairman or Vice-Chairman of the Board or
holders of at least 25% of the outstanding voting stock of the Company may call
special meetings of the stockholders, (3) establish certain advance notice
procedures for nomination of candidates for election as directors and for
stockholder proposals to be considered at stockholders' meetings, (4) authorize
preferred stock, the terms of which (including voting rights, if any) may be
determined by the Board of Directors and which may be issued without stockholder
approval and (5) prohibit action by stockholders other than at a meeting. See
"Description of Capital Stock -- Anti-Takeover Effects of the Company's
Governing Documents" and "Description of Capital Stock -- Preferred Stock."
12
<PAGE> 14
In addition, on November 13, 1997, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (a "Right") for each
share of Common Stock outstanding at the close of business on January 16, 1998.
A Right will also be attached, until it is redeemed or exchanged or expires, to
each share of Common Stock subsequently issued (including the shares of Class A
Common Stock offered hereby). The Rights will have certain anti-takeover
effects. If triggered, the Rights would cause substantial dilution to a person
or group of persons (other than certain exempt persons, which include Norman C.
Harbert, Ronald E. Weinberg and any of their respective affiliates) that
acquires more than 15% of the Class A Common Stock on terms not approved by the
Board of Directors. The Rights could discourage or make more difficult a merger,
tender offer or similar transaction. See "Description of Capital Stock -- Rights
Agreement."
SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of shares of Class A Common Stock in the
public market following the Offering could adversely affect the market price for
the Class A Common Stock. Upon the closing of the Offering, the Company will
have 9,187,750 shares of Class A Common Stock outstanding. All of the Company's
directors, executive officers and significant employees who held Class A Common
Stock prior to the Offering and certain of the Selling Stockholders have agreed
not to offer, sell or otherwise dispose of any shares of Class A Common Stock
held by them until 180 days after the date of this Prospectus without the prior
written consent of Schroder & Co. Inc. After such date, all 4,004,196 of such
shares may be sold subject to the limitations of Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"). See "Shares Eligible for Future
Sale."
LACK OF PRIOR PUBLIC MARKET
Prior to the Offering, there has been no public market for the Company's
Common Stock. The Class A Common Stock has been approved for listing on the New
York Stock Exchange. However, there is no assurance as to the development or
liquidity of any trading market for the Class A Common Stock or that the
purchasers of the Class A Common Stock will be able to resell their shares at
prices equal to or greater than the public offering price. The public offering
price for the Class A Common Stock will be determined by negotiations between
the Company and Schroder & Co. Inc., Donaldson, Lufkin & Jenrette Securities
Corporation and McDonald & Company Securities, Inc., as representatives (the
"Representatives") of the Underwriters. See "Underwriting" for a discussion of
the factors to be considered in determining the public offering price of the
shares of Class A Common Stock.
POSSIBLE VOLATILITY OF STOCK PRICE
After completion of the Offering, the market price of the Class A Common
Stock could be subject to significant fluctuations due to variations in the
quarterly financial results of the Company and other factors, such as changes in
earnings estimates by analysts, conditions in the overall economy and the
financial markets, natural disasters and other developments affecting the
Company and its competitors. In addition, the securities markets have recently
experienced significant price and volume fluctuations. This volatility has had a
significant effect on the market price of securities issued by many companies
for reasons unrelated to their operating performance, and these fluctuations may
adversely affect the market price of the Class A Common Stock.
DILUTION
Based on the September 30, 1997 financial statements of the Company,
purchasers of the Class A Common Stock will experience immediate dilution of
$16.40 in the net tangible book value per share of the Class A Common Stock,
assuming a public offering price of $16.00 per share. See "Dilution."
13
<PAGE> 15
USE OF PROCEEDS
The net proceeds to the Company from the sale of 3,500,000 shares of Class
A Common Stock offered hereby (based on an assumed public offering price of
$16.00 per share) are estimated to be $51.3 million after deduction of the
estimated underwriting discounts and commissions and expenses of the Offering.
The Company will not receive any proceeds from the sale of Class A Common Stock
by the Selling Stockholders except that if the Underwriters' over-allotment
option is exercised certain of the Selling Stockholders will use a portion of
the proceeds to prepay in part certain notes outstanding to the Company. See
"Certain Transactions -- Transactions Concurrent With the Offering."
As part of its strategy of identifying and acquiring complementary
businesses, the Company has from time to time engaged, and expects to engage in
the future, in discussions relating to such potential acquisitions. There is no
assurance that the Company will continue to identify suitable new acquisition
candidates, obtain financing necessary to complete such acquisitions, acquire
businesses on satisfactory terms or enter into any definitive acquisition
agreements or, if entered into, that future acquisitions will be successful or
will achieve results comparable to the Company's existing business. At this
time, the Company has no outstanding commitments or agreements regarding any
future acquisitions. See "Risk Factors -- Acquisition Strategy."
The following table sets forth the estimated sources and uses of the net
proceeds to the Company from the sale of shares of Class A Common Stock in the
Offering and the New Term Loan Facility, and the completion of the Senior Note
Redemption, the Senior Subordinated Note Redemption and the Preferred Stock
Redemption.
<TABLE>
<CAPTION>
AMOUNT
--------------
(in thousands)
<S> <C>
SOURCES
The Offering................................................ $ 51,300
New Term Loan Facility(1)................................... 35,000
--------
Total Sources..................................... $ 86,300
========
USES
Senior Note Redemption(2)................................... $ 35,000
Prepayment Premium for Senior Note Redemption(2)............ 3,588
Senior Subordinated Note Redemption(3)...................... 30,300
Preferred Stock Redemption(4):
Series A Preferred Stock.................................. 1,409
Series B Preferred Stock.................................. 354
Series C Preferred Stock.................................. 8
Working Capital and General Corporate Purposes(5)........... 15,641
--------
Total Uses........................................ $ 86,300
========
</TABLE>
- ---------------
(1) See "Capitalization" for a description of the New Term Loan Facility.
(2) The Senior Notes bear interest at the rate of 10 1/4% per annum. The Company
anticipates that it will effect the Senior Note Redemption, in accordance
with the terms of the Senior Note Indenture, as soon as practicable after
the closing of the Offering. Under the Senior Note Redemption, $35.0 million
in principal amount of the Senior Notes will be redeemed. At the time of the
Senior Note Redemption, the Company expects to incur non-recurring
extraordinary charges of $3.6 million in prepayment penalties and $1.9
million as a result of the write-off of previously capitalized deferred
financing costs. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."
(footnotes continued on the following page)
14
<PAGE> 16
(3) Represents payment in full of the Senior Subordinated Notes, together with
accrued and unpaid interest thereon (assuming a payment date of January 31,
1998). Principal payments on the Senior Subordinated Notes are due in equal
installments of $10.0 million on January 31, 2004 and June 30, 2004 and
2005. Interest on the Senior Subordinated Notes is payable quarterly at
12.0% per annum.
(4) Represents the redemption (the "Preferred Stock Redemption") of all 1,375
outstanding shares of the Company's Series A Preferred Stock, par value $.01
per share (the "Series A Preferred Stock"), of 351 of the outstanding shares
of the Company's Series B Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"), and of seven of the outstanding shares of the
Company's Series C Preferred Stock, par value $.01 per share (the "Series C
Preferred Stock"), in each case at a redemption price equal to the price
paid per share together with accrued and unpaid dividends thereon (assuming
a redemption date of January 31, 1998). Certain of the shares of Series A,
Series B and Series C Preferred Stock to be redeemed in the Preferred Stock
Redemption are owned by directors and executive officers of the Company as
follows: (1) the Series A Preferred Stock owned by Clanco Partners I, of
which William J. O'Neill, Jr. is the managing partner, Clanco Family
Partners, L.P. ("Clanco FLP"), of which Mr. O'Neill is a director of its
general partner, and Dorothy K. O'Neill Revocable Trust, of which Mr.
O'Neill is a co-trustee, will be redeemed; (2) the Series B Preferred Stock
owned by Clanco FLP, Jeffrey H. Berlin, Douglas D. Wilson and Thomas A.
Gilbride will be redeemed; and (3) the Series C Preferred Stock owned by Mr.
Berlin and Dan T. Moore, III, and certain fractional shares of Series C
Preferred Stock owned by Norman C. Harbert, Ronald E. Weinberg, Byron S.
Krantz and their respective affiliates, will be redeemed. See "Certain
Transactions -- Transactions Concurrent with the Offering."
(5) Pending use of these remaining proceeds, the Company will invest them in
money market funds or other short-term interest bearing securities.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on the Class A Common
Stock. The Company currently intends to retain earnings, if any, to finance the
growth and development of its business and does not anticipate paying any cash
dividends in the foreseeable future. Any future dividends will depend on the
earnings, capital requirements and financial condition of the Company, and on
such other factors as the Company's Board of Directors may consider relevant. In
addition, the New Revolving Credit Facility, New Term Loan Facility and the
Senior Note Indenture prohibit or will prohibit the payment of cash dividends on
the Class A Common Stock except upon compliance with certain conditions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
15
<PAGE> 17
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at September 30, 1997, as adjusted to reflect (1) the sale of 3,500,000
shares of Class A Common Stock offered by the Company hereby (at an assumed
public offering price of $16.00 per share) and the application of the net
proceeds therefrom as described under "Use of Proceeds," (2) the exercise of
warrants to purchase 1,023,793 shares of Class B Common Stock (which will be
automatically converted on a one-for-one basis into shares of Class A Common
Stock upon the sale by certain of the Selling Stockholders in the Offering), (3)
the replacement of the Company's existing senior revolving credit facility (the
"Old Revolving Credit Facility") with the New Revolving Credit Facility, and (4)
the Company's entry into the New Term Loan Facility. This table should be read
in conjunction with the historical consolidated financial statements of the
Company and the notes thereto, included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(in thousands)
<S> <C> <C>
Long-term debt (including current portion)
Old Revolving Credit Facility(1)................................... -- --
New Revolving Credit Facility(2)................................... -- --
Senior Notes(3).................................................... $100,000 $ 65,000
New Term Loan Facility(2).......................................... -- 35,000
Senior Subordinated Notes(4)....................................... 26,862 --
Hutchinson acquisition notes....................................... 1,500 1,500
Other obligations.................................................. 2,934 2,934
-------- --------
Total long-term debt............................................ $131,296 $ 104,434
======== ========
Detachable stock warrants, subject to put option(4).................. $ 9,300 $ --
-------- --------
Stockholders' equity
Series A Preferred Stock, $.01 par value: authorized: 2,625 shares;
issued and outstanding: 1,375 shares, $1,375,000 aggregate
liquidation value (actual); issued and outstanding: none (as
adjusted); Series B Preferred Stock, $.01 par value: authorized:
702 shares; issued and outstanding: 702 shares, $702,000
aggregate liquidation value (actual); issued and outstanding:
none (as adjusted); and Series C Preferred Stock, $.01 par
value: authorized: 1,189 shares; issued and outstanding: 1,189
shares, $1,189,000 aggregate liquidation value (actual); issued
and outstanding: none (as adjusted)............................. $ 1 --
Series D Preferred Stock, $.01 par value: authorized: 1,530 shares;
issued and outstanding: none (actual); issued and outstanding:
1,530 shares, $1,530,000 aggregate liquidation value (as
adjusted)....................................................... -- $ 1
Series E Preferred Stock, $.01 par value: authorized: 100,000
shares; issued and outstanding: none (actual and as adjusted)... -- --
Class A Common Stock, $.01 par value: authorized: 2,200,000 shares;
issued and outstanding: 4,663,957 shares (actual); authorized:
75,000,000 shares; issued and outstanding: 9,187,750 shares (as
adjusted)(5).................................................... 14 92
Class B Common Stock, $.01 par value: authorized: 10,000,000
shares; issued and outstanding: none (actual and as adjusted)... -- --
Additional paid-in capital......................................... 1,964 51,459
Retained earnings (deficit)........................................ (2,653) 193
Other equity adjustments........................................... (774) (774)
-------- --------
Total stockholders' equity (deficit)............................ (1,448) 50,971
-------- --------
Total capitalization....................................... $139,148 $ 155,405
======== ========
</TABLE>
(footnotes on the following page)
16
<PAGE> 18
- ---------------
(1) Borrowings of up to the lesser of (1) $25.0 million, or (2) the sum of 85.0%
of eligible accounts receivable and 60.0% of eligible inventory, under the
Old Revolving Credit Facility were available at LIBOR plus 2.25% per annum
or, at the Company's option, a variable rate based on the lending bank's
prime rate plus 1.0% per annum, for working capital and general corporate
purposes. Amounts outstanding under the Old Revolving Credit Facility are
due November 27, 1999. The Old Revolving Credit Facility was secured by
substantially all of the accounts receivable, inventory and intangibles of
the Company and its domestic subsidiaries. The Old Revolving Credit Facility
will be terminated at the closing of the Offering.
(2) Concurrently with the closing of the Offering, the Company expects to enter
into the New Revolving Credit Facility and the New Term Loan Facility.
Amounts outstanding under each facility will be due five years from the
closing date, and will bear interest at a variable rate based on the
Eurodollar Rate plus 0.75% per annum or, at the Company's option, a variable
rate based on either the lending bank's prime rate or the federal funds rate
plus 0.5% per annum, with both rates subject to increase in the event the
Company does not meet certain debt to earnings before interest, taxes,
depreciation and amortization ("EBITDA") ratios. The New Revolving Credit
Facility and the New Term Loan Facility will be unsecured, will be
guaranteed by the Company's domestic subsidiaries and will be used for
working capital and general corporate purposes. The New Revolving Credit
Facility will not be subject to a borrowing base formula. The commitment fee
on the unused portion of the New Revolving Credit Facility is 0.25% per
annum of such unused portion, which fee is subject to increase in the event
the Company does not meet the debt to EBITDA ratios.
(3) The Company anticipates that it will effect the Senior Note Redemption, in
accordance with the terms of the Senior Note Indenture, as soon as
practicable after the closing of the Offering. Under the Senior Note
Redemption, $35.0 million in principal amount of the Senior Notes will be
redeemed. At the time of the Senior Note Redemption, the Company expects to
incur non-recurring extraordinary charges of $3.6 million ($2.2 million
after tax) in prepayment penalties and $1.9 million ($1.1 million after tax)
as a result of the write-off of previously capitalized deferred financing
costs, which are reflected in adjusted retained earnings. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."
(4) Effective June 30, 1995, the Company issued $30.0 million aggregate
principal amount of Senior Subordinated Notes with detachable warrants that
provide the holders the option to purchase 1,023,793 shares of the Company's
Class B Common Stock at a nominal price. Beginning in the year 2001, the
warrant holders have the right to put the warrants back to the Company for
cash, at prices based on the fair market value of the Company at the date of
put, as determined by an independent third party. The warrant holders' put
option is terminated upon the closing of an initial public offering. For
financial reporting purposes, at June 30, 1995, the fair value of the
warrants, including the put option, was estimated to be $4.6 million and
classified as detachable stock warrants, subject to put option, on the
Company's balance sheet. The resulting discount is being amortized over the
life of the debt as non-cash, imputed interest. This discount is based on an
effective interest rate of 14.2%. The unamortized discount at September 30,
1997 was $3.1 million. Adjustments to the carrying value of the detachable
stock warrants are determined by management based on revisions to the
estimated present value of the future fair market value of the Company. The
carrying value of the warrants, including the put option, was adjusted to
$9.3 million as of September 30, 1997.
(5) Does not include 700,000 shares of Class A Common Stock reserved for
issuance under the Company's 1997 Stock Option Plan (of which 310,000 shares
will be reserved for options to be outstanding as of the closing of the
Offering), or 31,250 shares of Class A Common Stock, based on an assumed
public offering price of $16.00 per share, issuable upon conversion of 8.0%
two-year notes that were issued by the Company in connection with the
acquisition of Hutchinson. Up to $500,000 of the then-outstanding principal
balance is convertible at the option of the holders thereof into shares of
Class A Common Stock at the public offering price.
17
<PAGE> 19
DILUTION
At September 30, 1997, the deficit in the Company's pro forma net tangible
book value as adjusted to give effect to the exchange of the detachable
warrants, the Preferred Stock Redemption, the Senior Note Redemption and the
Senior Subordinated Note Redemption would have been $55.0 million or $9.66 per
share of Class A Common Stock. Pro forma net tangible book value per share
before the Offering represents the Company's tangible assets less total
liabilities divided by the number of shares of Class A Common Stock, assuming
the occurrence of the foregoing transactions. After giving effect to the sale by
the Company of the 3,500,000 shares of Class A Common Stock offered hereby (at
an assumed public offering price of $16.00 per share of Class A Common Stock)
and after deduction of underwriting discounts and commissions and estimated
offering expenses, the pro forma deficit in net tangible book value of the
Company at September 30, 1997 would have been $3.7 million, or $0.40 per share
of Class A Common Stock. This represents an immediate increase in net tangible
book value of $9.26 per share of Class A Common Stock to existing stockholders
and an immediate dilution of $16.40 per share of Class A Common Stock to new
purchasers. The following table illustrates this dilution per share of Class A
Common Stock:
<TABLE>
<S> <C> <C>
Assumed public offering price per share of Class A Common
Stock.......................................................... $16.00
Pro forma net tangible book value (deficit) per share of Class
A Common Stock as of September 30, 1997 before the
Offering(1)................................................. $ (9.66)
Increase per share of Class A Common Stock attributable to the
sale of Class A Common Stock in the Offering................ 9.26
Pro forma net tangible book value (deficit) per share of Class A
Common Stock after giving effect to the Offering(1)............ (0.40)
------
Dilution per share of Class A Common Stock to new
purchasers(1).................................................. $16.40
======
</TABLE>
The following table summarizes, on a pro forma basis as of September 30,
1997, the difference between the number of shares of Class A Common Stock
purchased from the Company, the aggregate consideration paid and the average
price per share of Class A Common Stock paid by existing stockholders and by new
purchasers who purchase Class A Common Stock in the Offering (based upon an
assumed public offering price of $16.00 per share of Class A Common Stock),
without giving effect to estimated underwriting, discounts and commissions and
expenses of the Offering:
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing
stockholders(1)......... 5,687,750 61.9% $ 1,442,000 2.6% $ 0.25
New purchasers............ 3,500,000 38.1% $56,000,000 97.4% $ 16.00
Total(1)........ 9,187,750 100.0% $57,442,000 100.0%
</TABLE>
- ---------------
(1) Does not include 700,000 shares of Class A Common Stock reserved for
issuance under the Company's 1997 Stock Option Plan (of which 310,000 shares
will be reserved for options to be outstanding as of the closing of the
Offering). See "Management -- Stock Option Plan." Also does not include
31,250 shares of Class A Common Stock, based on an assumed public offering
price of $16.00 per share, issuable upon conversion of 8.0% two-year notes
that were issued by the Company in connection with the acquisition of
Hutchinson. Up to $500,000 of the then-outstanding principal balance is
convertible at the option of the holders thereof into shares of Class A
Common Stock at the public offering price.
18
<PAGE> 20
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
The unaudited pro forma consolidated statements of operations of the
Company for the year ended December 31, 1996 and the nine months ended September
30, 1997, include the historical operations of the Company and give effect to
the Hutchinson acquisition in January 1997 and the Sinterloy acquisition in
August 1997 as if they occurred as of January 1, 1996. The unaudited pro forma
consolidated statements of operations have been prepared by the Company's
management. The information is not designed to represent and does not represent
what the Company's results of operations actually would have been had the
aforementioned transactions been completed as of January 1, 1996, or to project
the Company's results of operations for any future period. For example, because
of unusually high customer demand at Sinterloy in the first six months of 1997,
the Company expects that Sinterloy's results of operations in the nine months
ended September 30, 1998 will be lower than those achieved by Sinterloy in the
nine months ended September 30, 1997. The pro forma adjustments are based on
available information and certain assumptions that the Company currently
believes are reasonable under the circumstances. The unaudited pro forma
consolidated statements of operations should be read in conjunction with the
more detailed information contained in the historical consolidated financial
statements and notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.
19
<PAGE> 21
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS
HAWK HUTCHINSON SINTERLOY FOR
CORPORATION ACQUISITION ACQUISITION ACQUISITIONS PRO FORMA
----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net sales................................. $ 123,997 $8,621 $11,597 -- $ 144,215
Cost of sales............................. 91,884 5,776 7,422 -- 105,082
--------- ------- ------- -------- ----------
Gross profit.............................. 32,113 2,845 4,175 -- 39,133
Expenses:
Selling, technical, and administrative
expenses.............................. 15,468 794 1,053 $ 11(1) 17,326
Amortization of intangibles............. 2,806 149 -- 567(2) 3,522
Plant consolidation expense............. 4,028 -- -- -- 4,028
--------- ------- ------- -------- ----------
Total expenses............................ 22,302 943 1,053 578 24,876
--------- ------- ------- -------- ----------
Income from operations.................... 9,811 1,902 3,122 (578) 14,257
Interest expense.......................... 10,648 23 9 2,847(3) 13,527
Other (income) expense, net............... 256 (20) (32) -- 204
--------- ------- ------- -------- ----------
Income (loss) before income taxes and
extraordinary item...................... (1,093) 1,899 3,145 (3,425) 526
Income taxes.............................. 789 791 34 (77)(4) 1,537
--------- ------- ------- -------- ----------
Income (loss) before extraordinary item... $ (1,882) $1,108 $ 3,111 $(3,348) $ (1,011)
========= ======= ======= ======== ==========
Preferred stock dividend requirements..... $ (226) $ (226)
========= ==========
Loss applicable to common stockholders,
excluding extraordinary item of
$1,196.................................. $ (2,108) $ (1,237)
========= ==========
Loss per share applicable to common
stockholders, excluding extraordinary
item of $(.21) per share................ $ (.37) $ (.22)
========= ==========
Number of shares used to compute per share
data.................................... 5,687,750 5,687,750
========= ==========
</TABLE>
- ---------------
<TABLE>
<C> <S> <C>
(1) Represents incremental depreciation expense due to the write up of plant, property and
equipment to fair market value under the purchase method of accounting in the acquisition
of Sinterloy............................................................................... $ 11
======
(2) Represents incremental amortization due to an increase in intangible assets from applying
the purchase method of accounting in the Sinterloy and Hutchinson acquisitions. Intangible
assets include goodwill that is amortized over 30 years.
Sinterloy.................................................................................. $ 317
Hutchinson................................................................................. 250
------
$ 567
======
(3) Represents incremental interest expense, assuming an interest rate of 10.25%, based on the
imputed funding required to effect the acquisitions of:
Sinterloy.................................................................................. 1,801
Hutchinson................................................................................. 1,046
------
$2,847
======
(4) Represents the income tax credit that would have been recorded had Hutchinson and Sinterloy
been included in the Company's consolidated group for tax reporting purposes............... $ (77)
======
</TABLE>
20
<PAGE> 22
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
HISTORICAL
HAWK SINTERLOY ADJUSTMENTS
CORPORATION ACQUISITION FOR ACQUISITION PRO FORMA
----------- ----------- ---------------- ----------
<S> <C> <C> <C> <C>
Net sales..................................... $ 116,362 $ 8,623 -- $ 124,985
Cost of sales................................. 82,940 4,671 -- 87,611
--------- ------ ------- --------
Gross profit.................................. 33,422 3,952 -- 37,374
Expenses:
Selling, technical, and administrative
expenses.................................. 14,241 643 $ 9(1) 14,893
Amortization of intangibles................. 2,575 -- 239(2) 2,814
Plant consolidation expenses................ 50 -- 50
--------- ------ ------- --------
Total expenses.............................. 16,866 643 248 17,757
--------- ------ ------- --------
Income from operations........................ 16,556 3,309 (248) 19,617
Interest expense.............................. 10,639 -- 400(3) 11,039
Other (income) expense, net................... 122 (61) -- 61
--------- ------ ------- --------
Income before income taxes.................... 5,795 3,370 (648) 8,517
Income taxes.................................. 2,534 -- 1,089(4) 3,623
--------- ------ ------- --------
Net income.................................... $ 3,261 $ 3,370 $ (1,737) $ 4,894
========= ====== ======= ========
Preferred stock dividend requirements......... $ (240) $ (240)
========= ========
Net income applicable to common
stockholders................................ $ 3,021 $ 4,654
========= ========
Net income per share applicable to common
stockholders................................ $ .53 $ .82
========= ========
Number of shares used to compute per share
data........................................ 5,687,750 5,687,750
========= ========
</TABLE>
- ---------------
<TABLE>
<C> <S> <C>
(1) Represents incremental depreciation expense due to the write-up of plant, property and
equipment to fair market value under the purchase method of accounting in the acquisition
of Sinterloy............................................................................... $ 9
======
(2) Represents incremental amortization due to an increase in intangible assets from applying
the purchase method of accounting in the acquisition of Sinterloy. Intangible assets
include goodwill that is amortized over 30 years........................................... $ 239
======
(3) Represents the net adjustment to interest expense, assuming an interest rate of 10.25%,
based on the imputed funding required to effect the acquisition of Sinterloy............... $ 400
======
(4) Represents income taxes that would have been incurred had Sinterloy been included in the
Company's consolidated group for tax reporting purposes.................................... $1,089
======
</TABLE>
21
<PAGE> 23
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)
The selected consolidated financial data presented below under the captions
"Income Statement Data," "Other Data" and "Balance Sheet Data" as of and for
each of the five years ended December 31, 1992, 1993, 1994, 1995 and 1996, have
been derived from the audited consolidated financial statements of the Company.
The selected consolidated financial data as of and for the nine months ended
September 30, 1996 and 1997 have been derived from the unaudited consolidated
financial statements of the Company, which have been prepared by management on
the same basis as the audited consolidated financial statements of the Company,
and, in the opinion of management of the Company, reflect all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of such data for such periods and as of such dates. Operating results for the
nine month period ended September 30, 1997 are not necessarily indicative of the
results that may be expected for any other interim period or the full year. The
acquisitions of Helsel, SKW, Hutchinson and Sinterloy occurred in June 1994,
June 1995, January 1997 and August 1997, respectively. This data should be read
in conjunction with the more detailed information contained in the consolidated
financial statements and notes thereto, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and other financial information
included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1992 1993 1994 1995 1996 1996 1997
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............................. $ 24,931 $ 28,417 $ 41,395 $ 84,643 $ 123,997 $ 93,672 $ 116,362
Cost of sales.......................... 14,929 16,834 26,771 61,164 91,884 69,023 82,940
-------- -------- -------- -------- -------- -------- --------
Gross profit......................... 10,002 11,583 14,624 23,479 32,113 24,649 33,422
Selling, technical and administrative
expenses............................. 4,582 4,833 6,294 11,575 15,468 11,612 14,241
Amortization of intangibles............ 1,304 954 954 1,924 2,806 2,408 2,575
Plant consolidation expense(1)......... -- -- -- -- 4,028 3,749 50
-------- -------- -------- -------- -------- -------- --------
Income from operations............... 4,116 5,796 7,376 9,980 9,811 6,880 16,556
Interest expense....................... 2,903 2,654 3,267 7,323 10,648 7,321 10,639
Other expense (income), net............ -- -- (234) (130) 256 55 122
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income taxes,
minority interest, extraordinary
item and cumulative effect of
change in accounting principle..... 1,213 3,142 4,343 2,787 (1,093) (496) 5,795
Income taxes........................... 494 1,716 1,845 1,593 789 863 2,534
Minority interest...................... -- -- 211 432 -- -- --
-------- -------- -------- -------- -------- -------- --------
Income (loss) before extraordinary
item and cumulative effect of
change in accounting principle..... 719 1,426 2,287 762 (1,882) (1,359) 3,261
Extraordinary item(2).................. 233 -- -- -- (1,196) -- --
Cumulative effect of change in
accounting for income taxes.......... -- 284 -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss).................... $ 952 $ 1,142 $ 2,287 $ 762 $ (3,078) $ (1,359) $ 3,261
======== ======== ======== ======== ======== ======== ========
Preferred stock dividend
requirements......................... $ (263) $ (263) $ (294) $ (326) $ (226) $ (170) $ (240)
Income (loss) before extraordinary
item applicable to common
stockholders....................... 456 879 1,993 436 (2,108) (1,529) 3,021
Net income (loss) applicable to
common stockholders................ 689 879 1,993 436 (3,304) (1,529) 3,021
Income (loss) before extraordinary item
per share applicable to common
stockholders......................... .15 .29 .54 .09 (.37) (.27) .53
Net income (loss) per share applicable
to common stockholders............... .23 .29 .54 .09 (.58) (.27) .53
Number of shares used to compute per
share data........................... 3,003,844 3,009,229 3,658,518 4,968,171 5,687,750 5,687,750 5,687,750
OTHER DATA:
Depreciation and amortization.......... $ 2,174 $ 1,920 $ 2,466 $ 5,527 $ 8,418 $ 6,688 $ 7,166
Capital expenditures (including capital
leases).............................. 446 586 1,871 3,781 10,294 9,142 4,975
</TABLE>
(footnotes on the following page)
22
<PAGE> 24
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------- -------------------
1992 1993 1994 1995 1996 1996 1997
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............... $ 68 $ 63 $ 730 $ 771 $ 25,774 $ 1,894 $ 3,629
Working capital (deficit)............... 1,053 (3,709) (4,076) 15,565 48,700 19,009 28,605
Property, plant and equipment, net...... 6,020 5,627 10,166 39,460 44,142 44,284 51,963
Total assets............................ 33,729 33,925 43,645 127,419 158,441 132,894 170,215
Total long-term debt.................... 26,457 24,050 26,726 94,906 129,183 102,146 131,296
Detachable stock warrants, subject to
put option(3)......................... -- -- -- 4,600 4,600 4,600 9,300
Stockholders' equity (deficit).......... 2,488 3,377 5,898 3,948 1,190 2,698 (1,448)
</TABLE>
- ---------------
(1) Reflects charges in 1996 and 1997 relating primarily to the relocation of
machinery and equipment.
(2) Reflects utilization of tax loss carryforward in 1992 and write-off in 1996
of deferred financing costs, net of $798,000 in income taxes.
(3) Effective June 30, 1995, the Company issued $30.0 million aggregate
principal amount of Senior Subordinated Notes with detachable warrants that
provide the holders the option to purchase 1,023,793 shares of the Company's
Class B Common Stock at a nominal price. Beginning in the year 2001, the
warrant holders have the right to put the warrants to the Company for cash,
at prices based on the fair market value of the Company at the date of put,
as determined by an independent third party. The warrant holders' put option
is terminated upon the closing of an initial public offering. For financial
reporting purposes, the carrying value of the warrants, including the put
option (classified as detachable stock warrants, subject to put option, on
the Company's balance sheet), was adjusted to $9.3 million as of September
30, 1997, based on revisions to the estimated present value of the future
fair market value of the Company.
23
<PAGE> 25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in connection with the Company's
consolidated financial statements and notes thereto and other financial
information, included elsewhere in this Prospectus.
OVERVIEW
Hawk is a manufacturing holding company that, through its operating
subsidiaries, designs, engineers, manufactures and markets specialized
components, principally made from powder metals, used in a wide variety of
aerospace, industrial and commercial applications. Since 1989, Hawk has pursued
a strategic growth plan by making complementary acquisitions and broadening its
customer base:
<TABLE>
<CAPTION>
EFFECTIVE DATE YEAR
ACQUISITION OF ACQUISITION BUSINESS FOUNDED
- ----------------- -------------- --------------------------------------------- -------
<S> <C> <C> <C>
FPC and Logan March 1989 Friction products for brakes, clutches and 1961
transmissions used in aerospace, industrial
and specialty applications
Helsel June 1994 High precision powder metal components used 1974
primarily in fluid power applications
SKW June 1995 Friction products for industrial applications 1924
Hutchinson January 1997 Die-cast aluminum rotors for small electric 1947
motors used in business equipment, appliances
and exhaust fans
Sinterloy August 1997 Powder metal components for business 1969
equipment
</TABLE>
The above acquisitions were accounted for under the purchase method of
accounting, with the purchase price allocated to the estimated fair market value
of the assets acquired and liabilities assumed. In the acquisitions, any excess
of the purchase price paid over the estimated fair value of the net assets
acquired was allocated to goodwill, which resulted in approximately $40.1
million of goodwill reflected on the September 30, 1997 balance sheet. The
annual amortization of goodwill will result in non-cash charges to future
operations of approximately $1.8 million per year (of which the majority of such
amortization is deductible for tax purposes) based on amortization periods
ranging from 15 to 40 years.
The acquisitions of Helsel, SKW, Hutchinson and Sinterloy caused a
significant change in the Company's product mix and resulted in a reduction in
the Company's gross profit margin. The Company's gross profit margin in 1993 was
40.8%. The acquisition of Helsel had the effect of reducing the Company's
overall gross profit margin to 35.3% in 1994. The acquisition of SKW had the
effect of further reducing the Company's overall gross profit margin to 27.7% in
1995 and 25.9% in 1996. The Company believes that the gross profit margins of
the industrial and specialty friction products and powder metal components
produced by SKW and Helsel, respectively, exceed gross profit margins realized
in other markets that use standardized products. However, these margins are
exceeded by those achieved by the Company's FPC business, as a result of FPC's
proprietary products and leading position in the aerospace friction products
market.
In 1995, the Company consolidated SKW's headquarters facility into the
Company's existing facilities, which resulted in an annualized cost savings of
$1.8 million due to the elimination of redundant expenses. During 1996, the
Company consolidated one of SKW's two U.S. manufacturing facilities into the
Company's existing facilities, which resulted in $3.6 million in annualized cost
savings from reduction of overhead expenses. The Company incurred $4.0 million
of costs relating primarily to the relocation of machinery and equipment in
1996. In addition, the manufacturing facility consolidation program had the
effect of decreasing the gross profit margins in 1996 primarily as a result of
the temporary production inefficiencies arising from the relocation of
manufacturing operations. Partly as a result of the elimination of these
temporary production inefficiencies, gross margins increased to 28.7% for the
nine months ended September 30, 1997 from 26.3% for the corresponding period in
1996.
24
<PAGE> 26
The Company expects to incur non-recurring extraordinary charges of $3.6
million ($2.2 million after tax) in prepayment penalties and $1.9 million ($1.1
million after tax) as a result of the write-off of previously capitalized
deferred financing costs, each arising from the Senior Note Redemption. As a
result of the penalties and charges, if the Senior Note Redemption occurs as
anticipated in the first quarter of 1998, the Company expects to incur a net
loss, after extraordinary charges, in that quarter.
In November 1996, the Company incurred $2.0 million ($1.2 million after
tax) of non-recurring extraordinary charges as a result of the write-off of
previously capitalized deferred financing costs arising from the termination of
the Company's previous senior credit facility. Primarily because of the
non-recurring charges relating to the manufacturing facility consolidation
program and the deferred financing costs, the Company incurred a net loss of
$3.1 million in 1996.
The Company's foreign operations expose it to the risk of exchange rate
fluctuations. For example, because the Company's Italian operation typically
generates positive net cash flow, which is denominated in lire, a decline in the
value of the lira relative to the dollar would adversely affect the Company's
reported sales and earnings. In addition, the restatement of foreign currency
denominated assets and liabilities into U.S. dollars gives rise to foreign
exchange gains or losses which are recorded in stockholders' equity. The Company
does not currently participate in hedging transactions related to foreign
currency. See Note L to the Company's Consolidated Financial Statements.
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, items in the
Company's income statements as a percentage of net sales:
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------- -----------------
1994 1995 1996 1996 1997
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net sales...................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit................................. 35.3 27.8 25.9 26.3 28.7
Selling, technical and administrative
expenses*.................................... 15.2 13.7 12.5 12.4 12.2
Amortization of intangible assets.............. 2.3 2.3 2.2 2.6 2.2
Plant consolidation expense.................... -- -- 3.2 4.0 --
Income from operations....................... 17.8 11.8 7.9 7.3 14.2
Interest expense............................... 7.9 8.7 8.6 7.8 9.1
Other (income) expense, net.................... (0.6) (0.2) 0.2 -- 0.1
Income (loss) before income taxes............ 10.5 3.3 (0.9) (0.5) 5.0
Income taxes................................... 4.5 1.9 0.6 0.9 2.2
Minority interest.............................. 0.5 0.5 -- -- --
Income before extraordinary item............. 5.5 0.9 (1.5) (1.5) 2.8
Extraordinary item............................. -- -- (1.0) -- --
Net income (loss)............................ 5.5 0.9 (2.5) (1.5) 2.8
</TABLE>
- ---------------
* The Company's technical expenses consist primarily of research and product
development expenses.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996
Net Sales. Net sales increased by $22.7 million, or 24.2%, from $93.7
million during the first nine months of 1996 to $116.4 million during the first
nine months of 1997. The net sales increase was attributable to the acquisitions
of Hutchinson and, to a lesser extent, Sinterloy and strong customer demand in
all of the Company's product lines. Sales attributable to Hutchinson, which was
acquired in January 1997, and Sinterloy, which was acquired in August 1997, were
$8.7 million and $1.7 million, respectively, for the period ending September 30,
1997, or 45.8% of the net sales increase.
25
<PAGE> 27
Gross Profit. Gross profit increased $8.8 million to $33.4 million during
the first nine months of 1997, a 35.6% increase over gross profit of $24.6
million during the first nine months of 1996. The gross profit margin increased
to 28.7% during the first nine months of 1997 from 26.3% during the comparable
period in 1996. The increase was attributable to cost savings resulting from the
consolidation of one of the Company's manufacturing facilities during 1996 into
existing Company facilities, as well as favorable product mix.
Selling, Technical and Administrative Expenses. Selling, technical and
administrative ("ST&A") expenses increased $2.6 million, or 22.6%, from $11.6
million during the first nine months of 1996 to $14.2 million during the first
nine months of 1997. As a percentage of net sales, ST&A remained relatively
constant at 12.2% during the first nine months of 1997 compared to 12.4% during
the comparable period of 1996.
Income from Operations. Income from operations increased $9.7 million, or
140.6%, from $6.9 million in the first nine months of 1996 to $16.6 million in
the first nine months of 1997. Income from operations as a percentage of net
sales increased to 14.2% in the first nine months of 1997 from 7.3% in the
comparable nine month period of 1996, reflecting cost savings from the
consolidation of facilities, reduced plant consolidation expenses, increased
sales and a more favorable product mix.
Interest Expense. Interest expense increased $3.3 million, or 45.3%, to
$10.6 million in the first nine months of 1997 from $7.3 million in the
comparable nine month period in 1996. The increase is attributable to higher
debt levels, a result of the issuance of the Senior Notes in the fourth quarter
of 1996.
Income Taxes. The provision for income taxes increased $1.6 million to
$2.5 million in the first nine months of 1997 (43.7% of pre-tax income) from
$0.9 million in the comparable period of 1996, reflecting the increase in
pre-tax income.
Net Income (Loss). As a result of the factors noted above, net income was
$3.3 million in the first nine months of 1997 compared to a loss of $1.4 million
in the comparable nine month period of 1996.
1996 COMPARED TO 1995
Net Sales. Net sales increased $39.4 million, or 46.5%, from $84.6 million
in 1995 to $124.0 million in 1996. Net friction product sales increased $39.2
million, or 61.1%, from $64.2 million in 1995 to $103.4 million in 1996. The net
friction product sales increase was primarily attributable to the purchase of
SKW in June 1995. Sales attributable to the acquired company in 1996 were $68.9
million compared to $32.3 million of SKW sales that were included in the
Company's results for 1995, representing a net increase of $36.6 million, or
93.3%, of the friction product net sales increase. The remaining net friction
product sales increase of $2.6 million in 1996, or 6.7% of the increase, was
primarily attributable to increased aftermarket sales of friction products used
in construction and agricultural equipment and increased sales of specialty
friction products. These sales increases were partially offset by lower sales of
friction products for heavy truck clutches resulting from lower truck
production. Powder metal component net sales increased $212,000, or 1.0%, from
$20.4 million in 1995 to $20.6 million in 1996. The increase in powder metal
component sales was primarily attributable to higher sales of powder metal
components used in hydraulic mechanisms.
Gross Profit. Gross profit in 1996 was $32.1 million, an increase of $8.6
million, or 36.8%, from $23.5 million in 1995. As a percentage of net sales,
gross profit was 25.9% in 1996 and 27.8% in 1995. Gross profit as a percentage
of sales decreased primarily as a result of the change in product mix resulting
from the SKW acquisition and costs associated with the start-up of production
(other than moving expenses) in connection with the manufacturing facility
consolidation program. As a result of the SKW acquisition, sales of the
Company's higher margin aerospace friction products declined from 25.5% of net
sales in 1995 to 20.8% of net sales in 1996. Combined sales of the Company's
lower margin construction and agriculture friction products increased from 17.6%
of net sales in 1995 to 34.2% of net sales in 1996.
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<PAGE> 28
ST&A Expenses. ST&A expenses increased $3.9 million, or 33.6%, from $11.6
million in 1995 to $15.5 million in 1996. As a percentage of net sales, ST&A
expenses declined from 13.7% to 12.5% over such periods, primarily as a result
of the reductions in the overhead of SKW and the increase in net sales, as a
result of the SKW acquisition, partially offset by higher incentive compensation
at the Company's friction product facilities.
Income from Operations. Income from operations of $9.8 million in 1996
decreased $169,000, or 1.7%, from $10.0 million in 1995. As a percentage of net
sales, income from operations declined from 11.8% in 1995 to 7.9% in 1996. In
addition to the change in product mix resulting from the SKW acquisition and
production start-up costs and increased ST&A expenses referred to above, the
decrease reflects $4.0 million in non-recurring costs in 1996 in connection with
the SKW manufacturing facility consolidation program and $882,000 in increased
amortization of goodwill and deferred financing costs primarily resulting from
the acquisition of SKW.
Interest Expense. Interest expense increased $3.3 million, or 45.4%, from
$7.3 million in 1995 to $10.6 million in 1996. The increase is primarily related
to the higher average amount of outstanding indebtedness in 1996 resulting from
the acquisition of SKW.
Income Taxes. The provision for income taxes decreased $804,000 from $1.6
million in 1995 (57.2% of pre-tax income) to $789,000 of expense in 1996.
Extraordinary Item. In 1996, the Company incurred $2.0 million of
non-recurring extraordinary charges as a result of the write-off of previously
capitalized deferred financing costs arising from the termination of the
Company's previous senior bank credit facility.
Net Income (Loss). The net loss for 1996 was $3.1 million, a change of
$3.8 million compared to net income of $762,000 in 1995, as a result of the
factors noted above.
1995 COMPARED TO 1994
Net Sales. Net sales increased $43.2 million, or 104.5%, from $41.4
million in 1994 to $84.6 million in 1995. Friction product net sales increased
$33.8 million, or 110.9%, from $30.4 million in 1994 to $64.2 million in 1995.
The net friction product sales increase was attributable to the purchase of SKW
in June 1995 and, to a lesser extent, to increased sales of linings for aircraft
braking systems due to the sustained improvement of the U.S. commercial airline
industry. Sales attributable to SKW in 1995, including brake lining sales, were
$32.3 million, or 95.7%, of the friction product net sales increase. Sales for
the Company's other friction products businesses were unchanged as increased
aftermarket sales and sales of heavy truck clutches resulting from increased
truck production were offset by sales declines to original equipment
manufacturers of construction and agricultural equipment. Powder metal component
net sales increased $9.5 million, or 86.6%, from $10.9 million in 1994 to $20.4
million in 1995, primarily as a result of the full year inclusion of Helsel
which was acquired in June 1994. The full year inclusion of Helsel accounted for
$9.2 million, or 97.4%, of the net sales increase in 1995. The remaining powder
metal component sales increase was primarily due to increased sales of powder
metal components for fluid power applications and for anti-lock brake sensor
rings for use in heavy trucks.
Gross Profit. Gross profit in 1995 was $23.5 million, an increase of $8.9
million, or 60.6%, from $14.6 million in 1994. As a percentage of net sales,
gross profit was 35.3% in 1994 and 27.8% in 1995. This change was primarily a
result of a change in product mix resulting from the acquisitions of SKW and
Helsel and $2.4 million in additional cost of sales as a result of the write up
of inventory purchased in the SKW acquisition to fair value. Gross profit
margins in the existing friction products business grew slightly due to the
increased proportion of high margin aircraft brake lining sales.
ST&A Expenses. ST&A expenses increased $5.3 million, or 83.9%, from $6.3
million in 1994 to $11.6 million in 1995. As a percentage of net sales, ST&A
expenses declined from 15.2% to 13.7% over such periods, primarily as a result
of the reductions in the overhead of SKW and the increase in net sales, as a
result of the SKW acquisition.
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<PAGE> 29
Income from Operations. Income from operations increased $2.6 million, or
35.3%, from $7.4 million in 1994 to $10.0 million in 1995. As a percentage of
net sales, income from operations declined from 17.8% in 1994 to 11.8% in 1995,
primarily as a result of the change in product mix following the SKW and Helsel
acquisitions and, to a lesser extent, increased amortization of goodwill and
deferred financing costs of $910,000, primarily as a result of the acquisitions.
Interest Expense. Interest expense increased $4.1 million, or 124.2%, from
$3.3 million in 1994 to $7.3 million in 1995. The increase is primarily related
to the higher average amount of outstanding indebtedness in 1995 resulting from
the acquisition of SKW.
Income Taxes. The provision for income taxes decreased $252,000 from $1.8
million in 1994 (42.5% of pre-tax income) to $1.6 million in 1995 (57.2% of
pre-tax income). The increase in the effective tax rate in 1995 was primarily
the result of increased non-deductible amortization, earnings from foreign
operations and adjustments to the Company's worldwide tax liability.
Net Income. Net income decreased $1.5 million, or 66.7%, from $2.3 million
in 1994 to $762,000 in 1995, as a result of the factors noted above.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the recent acquisitions and the issuance of the Senior
Notes, the Company has, and will continue to have, substantial indebtedness. The
Company will therefore be required to use a substantial portion of its cash flow
from operations for the payment of interest expense on indebtedness. In the
first nine months of 1997, interest expense was equal to 104.4% of the Company's
cash flow from operations.
The Company's primary source of funds for conducting its business
activities and servicing its indebtedness has been cash generated from
operations and borrowings under its Old Revolving Credit Facility (subject to a
borrowing base of a portion of the eligible accounts receivable and inventory).
As of September 30, 1997, there were no amounts outstanding under the Old
Revolving Credit Facility.
Concurrently with closing of the Offering, the Company expects to enter
into the $50.0 million New Revolving Credit Facility and the $35.0 million New
Term Loan Facility and to terminate the Old Revolving Credit Facility. Bankers
Trust Company, the lender under the Old Revolving Credit Facility, will be the
lender under the New Revolving Credit Facility and the New Term Loan Facility.
The New Revolving Credit Facility and the New Term Loan Facility will be
unsecured, will be guaranteed by the Company's domestic subsidiaries and will be
used for working capital and general corporate purposes. The New Revolving
Credit Facility will not be subject to a borrowing base formula. Each facility
will contain financial and other covenants with respect to the Company and its
subsidiaries that, among other matters, will prohibit the payment of cash
dividends on the Class A Common Stock except upon compliance with certain
conditions, restrict the creation of liens, sales of assets, sale-leaseback
transactions and transactions with affiliates and require the maintenance of
certain minimum debt and interest coverage ratios, including a debt coverage
ratio (total debt to consolidated EBITDA) of less than or equal to 4.0 to 1.0
and an interest coverage ratio (consolidated EBITDA to net interest expense)
greater than or equal to 2.5 to 1.0. The Company expects to be in compliance
with all such covenants at closing. In addition, the New Revolving Credit
Facility and the New Term Loan Facility will be subject to a prepayment
requirement if the debt coverage ratio in 2000 or 2001 is equal to or greater
than 3.5 to 1. Any such prepayment would have to be made from any excess cash
flow, as defined. Amounts outstanding under each facility will be due five years
from the closing date, and bear interest at a variable rate based on the
Eurodollar Rate plus 0.75% per annum or, at the Company's option, a variable
rate based on either the lending bank's prime rate or the federal funds rate
plus 0.5% per annum, with both rates subject to increase in the event the
Company does not meet certain debt to EBITDA ratios. Replacement of the Old
Revolving Credit Facility with the New Revolving Credit Facility and entry into
the New Term Loan Facility are subject to the closing of the Offering and use of
the proceeds of the Offering to effect the Senior Note Redemption.
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<PAGE> 30
The Company has outstanding $100.0 million of Senior Notes, which are
unsecured senior obligations of the Company. The Senior Notes, which mature on
December 1, 2003, are guaranteed on a senior unsecured basis by each of the
present and future domestic subsidiaries of the Company. Principal payments on
the Senior Notes are due semi-annually in arrears on June 1 and December 1 of
each year, commencing on June 1, 1997, to holders of record on the immediately
preceding May 15 and November 15, respectively. Interest on the Senior Notes
accrues at the rate of 10 1/4% per annum. The Company is subject to certain
restrictive covenants contained in the Senior Note Indenture, including, but not
limited to, covenants imposing limitations on: the incurrence of additional
indebtedness; certain payments, including dividends and investments; the
creation of liens; sales of assets and preferred stock; transactions with
interested persons; payment and stock issuance restrictions affecting
subsidiaries; sale-leaseback transactions; and mergers and consolidations. The
Company anticipates that it will effect the Senior Note Redemption, in
accordance with the terms of the Senior Note Indenture, as soon as practicable
after the closing of the Offering. Under the Senior Note Redemption, $35.0
million in principal amount of the Senior Notes will be redeemed. See "Use of
Proceeds."
As of September 30, 1997, the Company was in compliance with the terms of
its indebtedness.
Net cash provided by operating activities was $10.2 million for the nine
month period ended September 30, 1997 as compared to $2.8 million in the
comparable period of 1996. The increase in net income of $4.6 million and
non-cash charges in addition to an improved working capital position at
September 30, 1997 accounted for the increased operating cash flow.
Net cash used in investing activities was $30.7 million and $7.5 million
for the nine month periods ending September 30, 1997 and 1996, respectively. The
cash used in investing activities in the 1997 period consisted of $26.0 million
attributable to the acquisitions of Hutchinson and Sinterloy and $4.8 million
for the purchases of property, plant and equipment. In the comparable period of
1996, cash used in investing activities consisted primarily of expenditures for
property, plant and equipment.
Net cash used in financing activities was $1.6 million for the nine month
period ended September 30, 1997 and was used primarily for payment of capital
lease obligations. In the comparable nine month period of 1996, net cash
provided by financing activities of $5.8 million was primarily attributable to
an increase in borrowing under the Company's previous credit facilities.
The primary uses of capital by the Company are (1) to pay interest on, and
to repay principal of, indebtedness, (2) for capital expenditures for
maintenance, replacement and acquisitions of equipment, expansion of capacity,
productivity improvements and product development, and (3) for making additional
strategic acquisitions of complementary businesses. The Company's capital
expenditures were $9.1 million in the nine month period ended September 30, 1996
and $5.0 million for the comparable period of 1997. The Company anticipates that
1998 capital expenditures will be approximately $14.1 million, primarily for the
expansion of the Company's existing manufacturing facilities and the purchase of
additional equipment to expand the Company's manufacturing capacity.
The Company believes that cash flow from operating activities, funds
available from the sale of the Class A Common Stock in the Offering and
additional funds available under the New Revolving Credit Facility will be
sufficient to meet its currently anticipated operating and capital expenditure
requirements and service its indebtedness for the next 12 months. If the Company
cannot generate sufficient cash flow from operating activities or borrow under
the New Revolving Credit Facility to meet such obligations, then the Company may
be required to take certain actions, including refinancing all or a portion of
its existing debt, selling assets or obtaining additional financing. There is no
assurance that any such refinancing or asset sales would be possible or that any
additional financing could be obtained.
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth certain quarterly statement of operations
data. This unaudited quarterly information has been prepared on the same basis
as the annual information presented elsewhere
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<PAGE> 31
herein and, in management's opinion, includes all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of the
information for each of the quarters presented.
<TABLE>
<CAPTION>
1996 1997
------------------------------------------- -------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
------- ------- ------- ------- ------- ------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales..................... $31,422 $31,501 $30,749 $30,325 $36,884 $40,097 $39,381
Gross profit.................. 8,366 8,208 8,075 7,464 10,516 12,420 10,486
Selling, technical and
administrative expenses..... 3,669 3,986 3,957 3,856 4,554 4,893 4,794
Amortization of intangibles... 651 932 825 398 829 797 949
Plant consolidation
expenses.................... 600 1,539 1,610 279 -- -- 50
Income from operations........ 3,446 1,751 1,683 2,931 5,133 6,730 4,693
Interest expense.............. 2,513 2,461 2,347 3,327 3,679 3,380 3,580
Other expense (income), net... 5 5 45 201 (250) 280 92
Income (loss) before income
taxes and extraordinary
item........................ 928 (715) (709) (597) 1,704 3,070 1,021
Income (loss) before
extraordinary item.......... 512 (721) (1,150) (523) 898 1,887 476
Extraordinary item............ -- -- -- (1,196) -- -- --
Net income (loss)............. $ 512 $ (721) $(1,150) $(1,719) $ 898 $ 1,887 $ 476
</TABLE>
The Company's results of operations are subject to fluctuations from
quarter to quarter due to changes in demand for its products and other factors.
Demand for the Company's products in each of the geographic end markets it
serves can vary significantly from quarter to quarter due to changes in demand
for products that incorporate or utilize the Company's products and other
factors beyond the Company's control, such as the unusually high customer demand
at Sinterloy in the first six months of 1997, prior to its acquisition by the
Company, which high customer demand the Company does not expect to continue in
comparable period in 1998. In the third quarter, net sales of the Company's
products are typically lower than the first two quarters because of planned
production shut downs at the Company's Italian facility, and in the fourth
quarter, net sales of the Company's products are typically lower than the first
two quarters because of holiday-related manufacturing facility shut downs by the
Company and certain of its customers. Therefore, year-to-year comparisons of
quarterly results may not be meaningful, and quarterly results during the year
are not necessarily indicative of the results for any future period or for the
entire year. See "Risk Factors -- Fluctuation in Quarterly Results."
INFLATION
Inflation generally affects the Company by increasing interest expense of
floating rate indebtedness and by increasing the cost of labor, equipment and
raw materials. The Company believes that the relatively moderate rate of
inflation over the past few years has not had a significant effect on its
results of operations.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per Share." SFAS
No. 128 specifies modifications to the calculation of earnings per share from
that currently used by the Company. Under SFAS No. 128, "basic earnings per
share" will be calculated based upon the weighted average number of shares
actually outstanding, and "diluted earnings per share" will be calculated based
upon the weighted average number of common shares outstanding and other
potential common shares if they are dilutive. SFAS No. 128 will be adopted by
the Company on December 31, 1997 and all prior periods will be
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<PAGE> 32
restated. The adoption of SFAS No. 128 is not expected to have a material impact
on the Company's earnings per share for any of the periods presented.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which requires that an enterprise classify
items of other comprehensive income, as defined therein, by their nature in a
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and additional paid-in capital in the
equity section of the balance sheet. The Company intends to fully comply with
the provisions of this statement upon its required adoption in the first quarter
of 1998, and does not anticipate a significant impact on the financial
statements.
Also in June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosures About Segments of an Enterprise and Related Information." This
statement establishes standards for reporting financial and descriptive
information about operating segments. Under SFAS No. 131, information pertaining
to the Company's operating segments will be reported on the basis that is used
internally for evaluating segment performance and making resource allocation
determinations. Management is currently studying the potential effects of
adoption of this statement, which is required in 1998.
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<PAGE> 33
BUSINESS
OVERVIEW
Hawk designs, engineers, manufactures and markets specialized components,
principally made from powder metals, used in a wide variety of aerospace,
industrial and commercial applications. The Company believes it is a leading
worldwide supplier of friction products for brakes, clutches and transmissions
used in aerospace, industrial and specialty applications. Friction products
represented 68.9% of Company sales in the first nine months of 1997. Hawk is
also a leading supplier of powder metal components for industrial applications,
including pump, motor and transmission elements, gears, pistons and anti-lock
brake sensor rings. In addition, the Company designs and manufactures die-cast
aluminum rotors for small electric motors used in appliances, business equipment
and exhaust fans. The Company focuses on manufacturing products requiring
sophisticated engineering and production techniques for applications in markets
in which it has achieved a significant market share.
Hawk believes it is the only independent supplier of original equipment and
replacement friction materials to the manufacturers of braking systems for the
Boeing 727, 737 and 757, the McDonnell Douglas DC-9, DC-10 and MD-80 and the
Canadair CRJ aircraft. The Company believes it is also the largest supplier of
friction materials to the general aviation (non-commercial, non-military)
market, supplying friction materials for aircraft manufacturers such as Cessna,
Lear, Gulfstream and Fokker. The Company believes that it is a leading supplier
of friction materials to manufacturers of construction and agricultural
equipment and truck clutches, including Caterpillar, John Deere, New Holland and
Eaton. In addition, the Company is a major supplier of friction products for use
in specialty applications, such as brakes for Harley-Davidson motorcycles, AM
General Humvees and Bombardier, Polaris and Arctco ("Arctic Cat") snowmobiles.
The Company's powder metal components are used primarily in industrial
applications, often as lower cost replacements for parts manufactured by
traditional forging, casting or stamping technologies. The Company targets three
areas of the powder metal component marketplace: high precision components that
are used in fluid power applications requiring tight tolerances; large
structural powder metal parts used in construction, agricultural and truck
applications; and smaller, high volume parts for which the Company can utilize
its efficient pressing and sintering capabilities. The Company believes it is
also the largest independent U.S. manufacturer of die-cast aluminum rotors for
use in subfractional electric motors.
The Company believes that its diverse customer base and extensive sales to
the aerospace and industrial aftermarkets reduce its exposure to economic
fluctuations. The Company estimates that aftermarket sales of friction products
have comprised approximately 50% of the Company's net friction product sales in
recent years. The Company also believes that its principal tradenames are
well-known in the domestic and international marketplace and are associated with
quality and extensive customer support, including specialized product
engineering and strong aftermarket service.
Since its formation in 1989, Hawk has pursued a strategic growth plan by
making complementary acquisitions and broadening its customer base. From 1991
through the 12 month period ended September 30, 1997, the Company's net sales
and income from operations increased at a compound annual rate of 38.3% and
35.5%, respectively. The Company reported a loss before extraordinary item of
$1.9 million in 1996, and expects to incur a net loss, after extraordinary
charges, in the first quarter of 1998 as a result of the incurrence of
non-recurring extraordinary charges of $3.6 million ($2.2 million after tax) in
prepayment penalties and $1.9 million ($1.1 million after tax) as a result of
the write-off of previously capitalized deferred financing costs, each arising
from the Senior Note Redemption. For the first nine months of 1997, the
Company's net sales and income from operations (before non-recurring costs in
1996 of $3.7 million for plant consolidation expenses) increased 24.2% and
55.8%, respectively, compared to the corresponding period in 1996. Since 1994,
sales growth has been primarily driven by the acquisitions of Helsel, SKW and
Hutchinson. These acquisitions tripled the net sales of the Company and, because
the acquisitions were financed primarily with indebtedness, have caused the
Company to become highly leveraged. As a result, the Company's interest expense
grew at a com-
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pound annual rate of 103.5% from $3.3 million in 1994 to $13.5 million in 1996
pro forma for all acquisitions. The Company's net sales, pro forma for all
acquisitions, during the period from 1991 through the 12 month period ended
September 30, 1997 grew internally at a compound annual rate of 9.7%.
BUSINESS STRATEGY
The Company's business strategy includes the following principal elements:
- Focus on High-Margin, Specialty Applications. The Company operates
primarily in aerospace, industrial and commercial markets that require
sophisticated engineering and production techniques. In developing new
applications, as well as in evaluating acquisitions, the Company seeks to
compete in markets requiring such engineering expertise and technical
capability, rather than in markets in which the primary competitive factor
is price. The Company believes margins for its products in these markets
are higher than in other manufacturing markets that use standardized
products. The Company's gross margins in 1996 and the first nine months of
1997 were 25.9% and 28.7%, respectively.
- New Product Introduction. A key part of the Company's strategy is
the introduction of new products which incorporate improved performance
characteristics or reduced costs in response to customer needs. Because
friction products are the consumable, or wear, component of brake, clutch
and transmission systems, the introduction of new friction products in
conjunction with a new system provides the Company with the opportunity to
supply the aftermarket for the life of the system. For example, the ability
to service the aftermarket for a particular aircraft braking system will
likely provide the Company with a stable market for its friction products
for the life of an aircraft, which can be 30 years or more. The Company
also seeks to grow by applying its existing products and technologies to
new specialized applications where its products have a performance or
technological advantage. For example, the Company recently developed a
powder metal pump element for a customer's power steering unit that
improved pumping efficiency and dependability while reducing noise and
cost.
- Pursuit of Strategic Acquisitions. Many of the markets in which the
Company competes are fragmented, providing the Company with attractive
acquisition opportunities. The Company will continue to seek to acquire
complementary businesses with leading market positions that will enable it
to expand its product offerings, technical capabilities and customer base.
Historically, the Company has been able to achieve significant cost
reductions through the integration of its acquisitions. For example, since
the acquisition of SKW in 1995, the Company has consolidated SKW's
headquarters facility and one of SKW's two U.S. manufacturing facilities
into its existing facilities, resulting in $5.4 million of annualized cost
savings.
- Expanding International Sales. To take advantage of worldwide
growth in its end user markets, the Company expanded its international
presence through the acquisition of SKW in 1995, which resulted in the
addition of manufacturing facilities in Italy and Canada and a worldwide
distribution network. The Company continues to expand its European
operations to meet strong demand in established markets throughout Europe.
The Company also believes that further opportunities to expand sales exist
in emerging economies. Sales from the Company's international facilities
have grown from $15.7 million in 1995 to $20.3 million for the 12 month
period ended September 30, 1997.
- Leveraging Customer Relationships. The Company's engineers work
closely with customers to develop and design new products and improve the
performance of existing products. The Company believes that its commitment
to quality, service and just-in-time delivery enables it to build and
maintain strong and stable customer relationships. The Company believes
that more than 80% of its sales are from products and materials for which
it is the sole source provider for specific customer applications. Each of
the Company's ten largest customers have been customers of the Company or
its predecessors for more than ten years. The Company believes that strong
relation-
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<PAGE> 35
ships with its customers provide it with significant competitive advantages
in obtaining and securing new business opportunities.
HISTORY
The Company believes that its management team has demonstrated the ability
to identify, complete and integrate strategic acquisitions. In 1989, an investor
group led by Norman C. Harbert, Chairman of the Board, President and Chief
Executive Officer and a stockholder of the Company, and Ronald E. Weinberg,
Vice-Chairman of the Board, Treasurer and a stockholder of the Company, formed
The Hawk Group of Companies, Inc., an Ohio corporation, to acquire the assets
and liabilities of FPC and Logan, each an Ohio corporation that is a
wholly-owned subsidiary of the Company. The assets of Helsel were acquired in
June 1994 by a group led by Mr. Harbert and Mr. Weinberg, and, in June 1995,
Helsel became a wholly-owned subsidiary of the Company upon its merger with a
subsidiary of the Company. The Company acquired the capital stock of SKW in June
1995, at which time the Company was reincorporated as a Delaware corporation by
means of a parent-subsidiary merger. In October 1996, the Company changed its
name to Hawk Corporation. In November 1996, Hawk Holding Corp., a Delaware
corporation that was a principal stockholder of the Company, merged with and
into the Company. In January 1997, the Company acquired the capital stock of
Hutchinson and, in August 1997, the Company purchased the assets of Sinterloy.
ACQUISITIONS
Building on the base of its original FPC and Logan subsidiaries, the
Company has successfully made the following acquisitions:
- Helsel. The June 1994 Helsel acquisition provided the Company with
the ability to manufacture medium sized, high precision powder metal
components used primarily in fluid power applications. Following the
acquisition, the Company made approximately $5 million in capital
improvements at Helsel, increasing its capacity by approximately 30%. By
focusing on its expertise in fluid power applications and by increasing
capacity, Helsel has increased its sales over 50% since its acquisition by
the Company.
- S.K. Wellman. The June 1995 SKW acquisition furthered the Company's
strategy of consolidating friction product manufacturers. Tracing its
history back to the manufacture of transmission friction discs for the
Model T in the 1920s, SKW brought an established, well-known original
equipment and aftermarket industrial product line to the Company to
complement FPC's core aerospace product line. In addition, the acquisition
provided the Company with strategic access to international markets through
SKW's manufacturing facilities in Italy and Canada and an established
distribution network throughout Europe and the Far East. Following the
acquisition, the Company consolidated one of SKW's two U.S. manufacturing
facilities and SKW's executive offices into other facilities of the
Company.
- Hutchinson. The January 1997 Hutchinson acquisition furthered the
Company's strategy of acquiring complementary businesses and expanded the
Company's product offerings, technical capabilities and customer base.
Hutchinson designs and manufactures die-cast aluminum rotors. The Company
believes that Hutchinson is one of the largest independent domestic
suppliers of these rotors, which are used in subfractional (less than 1/20
horsepower) electric motors for use in business equipment, appliances and
exhaust fans. The Company also believes Hutchinson has growth opportunities
arising from the trend by original equipment motor manufacturers to
outsource production of rotors. Additionally, Hutchinson manufactures
extruded aluminum fan spacers used in commercial diesel engines for heavy
trucks and off-road equipment and precision metal castings used in hand
power tools and gasoline pumping units.
- Sinterloy. The August 1997 acquisition of Sinterloy expanded the
Company's powder metal components business primarily into the business
equipment market. Sinterloy's ability to manufacture high volume small to
medium sized powder metal components complements the Company's
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other powder metal businesses, which generally produce lower volume, higher
precision components.
Both the friction product and powder metal component industries are
fragmented and are undergoing consolidation due in part to the additional
resources needed (1) to perform the research and development necessary to
satisfy customers' increasingly stringent quality and performance criteria, and
(2) to meet just-in-time delivery requirements. As a result, the Company
believes that it can continue to make strategic acquisitions that may include
other friction product and powder metal component manufacturers. To effect its
acquisition strategy, the Company engages in discussions, from time to time,
with other manufacturers in friction products, powder metal component and other
complementary businesses. At this time, the Company has no outstanding
commitments or agreements regarding any future acquisitions. See "Risk
Factors -- Acquisition Strategy."
PRODUCTS AND MARKETS
The Company focuses on supplying components to the aerospace, industrial
and commercial markets that require sophisticated engineering and production
techniques for applications in markets in which it has achieved a significant
market share. Through acquisitions and product line expansions, the Company has
diversified its end markets, which diversification, the Company believes, has
reduced its economic exposure to the cyclicality of any particular industry. In
the first nine months of 1997, the Company's sales by principal products and
principal end markets were:
Principal Products
<TABLE>
<S> <C> <C> <C> <C>
Friction Products 69%
Powder Metal Components 18%
Rotors 5%
Other* 8%
</TABLE>
Principal Markets
<TABLE>
<S> <C> <C> <C> <C>
Aerospace 19%
Truck 15%
Construction 19%
Agricultural 12%
Other** 20%
Pump & Motor 10%
Lawn & Garden 5%
</TABLE>
- ---------------
* Includes steel stampings, precision metal castings and extruded aluminum fan
spacers.
** Includes motorcycles and snowmobiles, performance racing automotive,
automotive (original equipment and aftermarket) and power hand tools.
35
<PAGE> 37
Friction Products
The Company's friction products are made from proprietary formulations of
composite materials that primarily consist of metal powders and synthetic and
natural fibers. Friction products are the replacement elements used in brakes,
clutches and transmissions to absorb vehicular energy and dissipate it through
heat and normal mechanical wear. For example, the friction brake linings in
aircraft braking systems slow and stop airplanes when landing or taxiing.
Friction products manufactured by the Company also include friction linings for
use in automatic and power shift transmissions, clutch facings that serve as the
main contact point between an engine and a transmission, and brake linings for
use in other types of braking systems.
The Company's friction products are custom-designed to meet the performance
requirements of a specific application and must meet or exceed the customer's
performance specifications, including temperature, pressure, component life and
noise level criteria. The engineering required in designing a friction material
for a specific application dictates a balance between the component life cycle
and the performance application of the friction material in, for example,
stopping or starting movement. Friction products are consumed through customary
use in a brake, clutch or transmission system and require regular replacement.
Because the friction material is the consumable, or wear, component of such
systems, new friction product introduction in conjunction with a new system
provides the Company with the opportunity to supply the aftermarket with that
friction product for the life of the system.
The principal markets served by the Company's friction products business
include manufacturers of aircraft brakes, truck clutches, heavy-duty
construction and agricultural vehicle brakes, clutches and transmissions, as
well as manufacturers of motorcycle, snowmobile and performance racing brakes.
Based upon net sales, the Company believes that it is among the top three
worldwide manufacturers of friction products used in aerospace and industrial
applications. The Company estimates that aftermarket sales of friction products
have comprised approximately 50% of the Company's net friction product sales in
recent years. The Company believes that its stable aftermarket sales component
enables the Company to reduce its exposure to adverse economic cycles.
Aerospace. The Company believes it is the only independent supplier of
friction materials to the manufacturers of braking systems for the Boeing 727,
737 and 757, the McDonnell Douglas DC-9, DC-10 and MD-80 and the Canadair CRJ
aircraft. The Company believes it is also the largest supplier of friction
materials to the general aviation (non-commercial, non-military) market,
supplying friction materials for aircraft manufacturers such as Cessna, Lear,
Gulfstream and Fokker. Each aircraft braking system, including the friction
materials supplied by the Company, must meet stringent FAA criteria and
certification requirements. New model development and FAA testing for the
Company's aircraft braking system customers generally begins two to five years
prior to full scale production of new braking systems. If the Company and its
aircraft brake system manufacturing partner are successful in obtaining the
rights to supply a particular model of aircraft, the Company will typically
supply its friction products to that model's aircraft braking system for as long
as the model continues to fly because it is generally too expensive to redesign
a braking system and meet FAA requirements. Moreover, FAA maintenance
requirements mandate that brake linings be changed after a specified number of
take-offs and landings, which the Company expects to result in a continued and
steady market for its aerospace friction products.
The Company's friction products for commercial aerospace applications are
primarily used on "single-aisle" aircraft that are flown on shorter routes,
resulting in more takeoffs and landings than larger aircraft. The Company
believes its friction products provide an attractive combination of performance
and cost effectiveness in these applications. According to Boeing's 1997 Current
Market Outlook, there were over 7,500 single-aisle commercial aircraft in the
world at the end of 1996, and this number is projected to increase to
approximately 11,000 by the end of 2006. The Boeing report also states that
world airline traffic is projected to increase 5.5% per year through 2006. The
Company expects that continued growth in world airline traffic, combined with
the increasing number of single-aisle aircraft, will cause demand for the
Company's aerospace friction products to remain strong. For example, Boeing is
36
<PAGE> 38
utilizing BFGoodrich braking systems with the Company's friction material on
many of its new 737-600, - 700 and -800 series aircraft.
Construction/Agricultural/Trucks. The Company supplies a variety of
friction products for use in brakes, clutches and transmissions on construction
and agricultural vehicles and equipment and trucks. These components are
designed to precise tolerances and permit brakes to stop or slow a moving
vehicle and the clutch or transmission systems to engage or disengage. The
Company believes it is a leading supplier to original equipment manufacturers
and to the aftermarket. The Company believes that its trademark, Velvetouch(R)
is well-known in the aftermarket for these components. As with the Company's
aerospace friction products, new friction product introduction in conjunction
with a new brake, clutch or transmission system provides the Company with the
opportunity to supply the aftermarket with the friction product for the life of
the system. The Company expects to grow with its domestic customers in these
applications as they continue to penetrate worldwide markets. The Company also
expects strong sales growth from its facility in Italy as its primary customers,
New Holland, Same Deutz and Clark Hurth, continue to grow in European and
emerging economic markets.
Construction Equipment. The Company supplies friction products such as
transmission discs, clutch facings and brake linings to manufacturers of
construction equipment, including Caterpillar. The Company believes it is the
second largest domestic supplier of these types of friction products.
Replacement components for construction equipment are sold through manufacturers
such as Caterpillar, as well as various aftermarket distributors.
Demand for Hawk's friction products in the construction sector is partially
driven by demand for new construction equipment and the overall level of
construction activity. According to an industry publication, unit sales of
construction equipment in North America have grown 10.1% per year from 1992 to
1996. This growth has been driven by economic expansion, a favorable interest
rate environment and the evolution of the rental market for construction
equipment. Additionally, there has been strong demand for construction equipment
overseas, driven principally by infrastructure development in emerging
economies. Currently, the Company is experiencing healthy demand in this market
sector as a result of these favorable trends.
Agricultural Equipment. The Company supplies friction products such as
clutch facings, transmission discs and brake linings for manufacturers of
agricultural equipment, including John Deere and New Holland. The Company
believes it is the second largest domestic supplier of such friction products.
Replacement components for agricultural equipment are sold through original
equipment manufacturers as well as various aftermarket distributors.
Demand for Hawk's friction products in the agricultural sector is partially
driven by a healthy domestic farm economy and the replacement of aging equipment
resulting from underinvestment during the 1980s. According to an industry
publication, since 1992, unit sales of U.S. two wheel drive tractors over 100
horsepower have grown at a compound annual rate of 8.0%. In addition, the
Company has been experiencing strong demand from the agricultural equipment
market in Europe.
Medium and Heavy Trucks. The Company supplies friction products for clutch
facings used in medium and heavy trucks to original equipment manufacturers,
such as Eaton. The Company believes it is the leading domestic supplier of
replacement friction products used in these applications. Replacement components
are sold through Eaton and various aftermarket distributors.
Demand for Hawk's friction products in the truck sector is driven by
utilization and original equipment manufacturing volume. Demand for Class 8
(heavy) trucks has been strong over the past several years. According to an
industry publication, sales of Class 8 diesel trucks in 1996 were an estimated
185,000 units, which represents a 46% increase over the 127,000 units sold in
1992. Class 8 truck sales volumes have continued to grow in 1997. As a result,
the Company is currently experiencing strong demand for friction products in the
truck sector.
Specialty. The Company supplies friction products for use in other
specialty applications, such as brake pads for Harley-Davidson motorcycles, AM
General Humvees and Bombardier, Polaris Industries
37
<PAGE> 39
and Arctic Cat snowmobiles. The Company believes that these markets are
experiencing significant growth and the Company will continue to increase its
market share with its combination of superior quality and longer product life.
Under the "Hawk Brake" tradename, the Company also supplies high performance
friction material for use in racing car brakes. The Company's high performance
brake pad for race cars can operate in temperatures of over 1,100 degrees
Fahrenheit. The Company believes that this performance racing material may have
additional applications such as braking systems for passenger and school buses,
police cars and commercial delivery vehicles.
Other. In addition to providing metal stampings for its friction business,
the Company's Logan subsidiary also sells transmission plates and other
components to the automotive and trucking industries.
Powder Metal Components
The Company is a leading supplier of powder metal components consisting
primarily of pump, motor and transmission elements, gears, pistons and anti-lock
brake sensor rings for applications ranging from lawn and garden tractors to
industrial equipment. Since Hawk's founding in 1989, it has participated in the
growing powder metal parts and products industry with a focus on the North
American industrial market, which the Metal Powder Industries Federation
("MPIF"), an industry trade group, estimates had sales of over $1.0 billion in
1996. According to MPIF, the value of iron powder shipments in North America
increased by over 10% per year from 1991 to 1996, and North American powder
manufacturers are anticipating an average annual growth rate of almost 6% per
year for the next ten years.
Fluid Power and Industrial Applications. The Company manufactures a
variety of components made from powder metals for use in (1) fluid power
applications, such as pumps and other hydraulic mechanisms, and (2)
transmissions, other drive mechanisms and anti-lock braking systems used in
trucks and off-road equipment. The Company believes that the market for powder
metal components will continue to grow as the Company's core powder metal
technology benefits from advances that permit production of powder metal
components with increased design flexibility, greater densities and closer
tolerances that provide improved strength, hardness and durability for demanding
applications, and enable the Company's powder metal components to be substituted
for wrought steel or iron components produced with forging, casting or stamping
technologies. Powder metal components can often be produced at a lower cost per
unit than products manufactured with forging, casting or stamping technologies
due to the elimination of, or substantial reduction in, secondary machining,
lower material costs and the virtual elimination of raw material waste. The
Company believes that the current trend of substituting powder metal components
for forged, cast or stamped components in industrial applications will continue
for the foreseeable future, providing the Company with increased product and
market opportunities.
The Company produces powder metal components in three facilities, each
targeting an important aspect of the market place:
- High Precision. Helsel's pressing and finishing capabilities enable
it to specialize in tight tolerance fluid power components such as pump
elements and gears. In addition, the Company believes that Helsel's
machining capabilities provide it with a competitive advantage by giving it
the ability to supply a completed part to its customers, typically without
any subcontracted precision machining. The Company believes that Helsel's
growth will be driven by existing customers' new design requirements and
new product applications primarily for pumps, motors and transmissions.
- Large Size Capability. While Helsel and Sinterloy have small to
medium sized powder metal part capability, FPC has the capability to make
structural powder metal components that are among the largest used in North
America. The Company expects its sales of larger powder metal components to
continue to grow as the Company creates new designs for existing customers
and benefits from market growth, primarily in current construction,
agricultural and truck applications. For example, the Company believes that
sales of its powder metal components used in anti-lock
38
<PAGE> 40
braking systems will benefit as domestic trucks comply with the U.S.
Department of Transportation's regulations requiring the installation of
anti-lock braking systems on new trucks.
- High Volume. Sinterloy targets smaller, high volume parts where it
can utilize its efficient pressing and sintering capabilities to their best
advantage. Sinterloy's primary market for growth is powder metal components
for the business equipment market. The Company believes that the addition
of Sinterloy's capabilities will provide the Company with cross-selling
opportunities from the Company's other powder metal facilities.
Die-Cast Aluminum Rotors
The Company believes that Hutchinson is the largest independent U.S.
manufacturer of die-cast aluminum rotors for use in subfractional electric
motors. These motors are used in a wide variety of applications such as business
equipment, small household appliances and exhaust fans.
The Company believes that more than 90 million subfractional motors are
manufactured in the United States annually. Hutchinson manufactured
approximately 30 million rotors for these motors in 1996. Increased office
automation, increased sales of small household appliances and increased sales of
exhaust fans for heating, ventilation and air conditioning systems in commercial
buildings and residential buildings are all factors that are expected to
increase the growth of subfractional motor sales.
The Company estimates that approximately 50% of all rotors in the
subfractional motor market are made internally by motor manufacturers such as
Emerson and General Electric. However, the Company believes Hutchinson has
growth opportunities arising from the trend by original equipment motor
manufacturers to outsource their production of rotors.
MANUFACTURING
The manufacturing processes for most of the Company's friction products and
powder metal components are essentially similar. In general, both use composite
metal alloys in powder form to make high quality powder metal components. The
basic manufacturing steps, consisting of blending/compounding,
molding/compacting, sintering (or bonding) and secondary machining/treatment,
are as follows:
- Blending/compounding: Composite metal alloys in powder form are
blended with lubricants and other additives according to scientific
formulas, many of which are proprietary to the Company. The formulas are
designed to produce precise performance characteristics necessary for a
customer's particular application, and the Company often works together
with its customers to develop new formulas that will produce materials with
greater energy absorption characteristics, durability and strength.
- Molding/compacting: At room temperature, a specific amount of a
powder alloy is compacted under pressure into a desired shape. The
Company's molding presses are capable of producing pressures of up to 3,000
tons. The Company believes that it has some of the largest presses in the
powder metal industry, enabling it to produce large, complex components.
- Sintering: After compacting, molded parts are heated in furnaces to
specific temperatures, enabling metal powders to metallurgically bond,
harden and strengthen the molded parts while retaining their desired shape.
For friction materials, the friction composite part is also bonded directly
to a steel plate or core, creating a strong continuous metallic part.
- Secondary machining/treatment: If required by customer
specifications, a molded part undergoes additional processing. These
processing operations are generally necessary to attain increased hardness
or strength, tighter dimensional tolerances or corrosion resistance. To
achieve these specifications, parts are heat treated, precision coined,
ground or drilled or treated with a corrosion resistant coating, such as
oil.
39
<PAGE> 41
Certain of the Company's friction products, which are primarily used in
oil-cooled brakes and power shift transmissions, do not require all of the
foregoing steps. For example, molded composite friction materials are molded
under high temperatures and cured in electronically-controlled ovens and then
bonded to a steel plate or core with a resin-based polymer. Cellulose composite
friction materials are blended and formed into continuous sheets and then
stamped into precise shapes by computer-controlled die cutting machines. Like
molded composite friction materials, cellulose composite friction materials are
then bonded to a steel plate or core with a resin-based polymer.
The Company's die-cast aluminum rotors are produced in a three-step
process. Steel stamped disks forming the laminations of the rotors are first
skewed (stacked) and then loaded into dies into which molten aluminum is
injected to create the rotors. The rotor castings created in the dies are then
machined to produce finished rotors. These rotors are manufactured in a variety
of sizes and shapes to customers' design specifications.
Quality Control. Throughout its design and manufacturing process, the
Company focuses on quality control. For product design, each Company
manufacturing facility uses state-of-the-art testing equipment to replicate
virtually any application required by the Company's customers. This equipment is
essential to the Company's ability to manufacture components that meet stringent
customer specifications. To ensure that tight tolerances have been met and that
the requisite quality is inherent in its finished products, the Company uses
statistical process controls, a variety of electronic measuring equipment and
computer-controlled testing machinery. The Company has also established programs
within each of its facilities to detect and prevent potential quality problems.
TECHNOLOGY
The Company believes that it is an industry leader in the development of
systems, processes and technologies which enable it to manufacture friction
products with numerous performance advantages, such as greater wear resistance,
increased stopping power, lower noise and smoother engagement. The Company's
expertise is evidenced by its aircraft brake linings, which are currently being
installed on many of the braking systems of the newly-designed Boeing 737-600,
- -700 and -800 series of aircraft.
The Company maintains an extensive library of proprietary friction product
formulas that serve as starting points for new product development. Each formula
has a specific set of ingredients and processes to generate repeatability in
production. Some formulas may have as many as 15 different components. A slight
change in a mixture can produce significantly different performance
characteristics. The Company uses a variety of technologies and materials in
developing and producing its products, such as graphitic and cellulose
composites. The Company believes its expertise in the development and production
of products using these different technologies and materials gives it a
competitive advantage over other friction product manufacturers, which typically
have expertise in only one or two types of friction material.
The Company also believes that its powder metal components business is able
to produce a wide range of products from small precise components to large
structural parts. The Company has presses that produce some of the largest
powder metal parts in the world, and its powder metal technology permits the
manufacture of complex components with specific performance characteristics and
close dimensional tolerances that would be impractical to produce using
conventional metalworking processes.
CUSTOMERS
The Company's engineers work closely with customers to develop and design
new products and improve the performance of existing products. The Company
believes that its working relationship with its customers on development and
design, and the Company's commitment to quality, service and just-in-time
delivery have enabled it to build and maintain strong and stable customer
relationships. Each of the Company's ten largest customers have been customers
of the Company or its predecessors for
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<PAGE> 42
more than ten years, and the Company believes that more than 80% of its sales
are from products and materials for which it is the sole source provider for
specific customer applications.
The Company believes that its recent acquisitions have broadened product
lines, increased its technological capabilities and will further enhance its
customer relationships and expand its preferred supplier status. As a result of
its commitment to customer service and satisfaction, the Company has received
numerous preferred supplier awards from its leading customers, including
Aircraft Braking Systems, BFGoodrich Aerospace, Caterpillar, John Deere and New
Holland.
The Company's sales to Aircraft Braking Systems represented 10.4% of the
Company's consolidated net sales in 1996 and 8.7% of the Company's consolidated
net sales in the first nine months of 1997. In addition, the Company's top five
customers, including Aircraft Braking Systems, accounted for 40.1% of the
Company's consolidated net sales in 1996 and 34.2% of the Company's consolidated
net sales in the first nine months of 1997. See "Risk Factors -- Reliance on
Significant Customers."
MARKETING AND SALES
The Company markets its products globally through eleven product managers,
who operate from the Company's facilities in the United States, Italy and Canada
and a sales office in the United Kingdom. The Company's product managers and
sales force work directly with the Company's engineers who provide the technical
expertise necessary for the development and design of new products and for the
improvement of the performance of existing products.
The Company's friction products are sold both directly to original
equipment manufacturers and to the aftermarket through its original equipment
customers and a network of distributors and representatives throughout the
world.
The Company's marketing and sales of its powder metal components and
die-cast aluminum rotors are directed by six product managers. The Company sells
its powder metal components and rotors to original equipment manufacturers
through independent sales representatives.
SUPPLIERS AND RAW MATERIALS
The principal raw materials used by the Company are copper, steel and iron
powder and custom-formulated cellulose sheet. The Company believes that its
relationships with its suppliers are good. In an effort to ensure a continued
source of supply of the Company's raw materials at competitive prices, the
Company concentrates on developing relationships with its suppliers. In many
instances, the Company works in close consultation with its suppliers in the
development of new combinations of powder metal. Thus, although the Company has
no long-term supply agreements with any of its major suppliers, the Company has
generally been able to obtain sufficient supplies of these raw materials for its
operations. See "Risk Factors -- Supply and Price of Raw Materials."
COMPETITION
The principal industries in which the Company competes are competitive and
fragmented, with many small manufacturers and only a few manufacturers that
generate sales in excess of $50 million. Larger competitors may have financial
and other resources substantially greater than those of the Company. None of
these competitors compete with the Company in all of its product lines. The
Company believes that the principal competitive factors in the sale of its
friction products and powder metal components are quality, engineering expertise
and technical capability, new product innovation, timely delivery and service.
The Company believes that its strong and stable customer relationships evidence
that it competes favorably with respect to each of these factors.
The Company competes for new business principally at the beginning of the
development of new applications and at the redesign of existing applications by
its customers. For example, new model development for the Company's aircraft
braking system customers generally begins two to five years
41
<PAGE> 43
prior to full scale production of new braking systems. Product redesign
initiatives by customers typically involve long lead times as well.
The Company also competes with manufacturers that use different
technologies. The metallic aircraft braking systems for which the Company
supplies friction materials compete with a "carbon-carbon" braking system.
Carbon-carbon braking systems are significantly lighter than the metallic
aircraft braking systems for which the Company supplies friction materials, but
are more expensive. The carbon-carbon brakes are typically used on wide-body
aircraft, such as the Boeing 747 and military aircraft, where the advantages in
reduced weight justify the additional expense. In addition, as the Company's
core powder metal technology improves, enabling its components to be substituted
for wrought steel or iron components, the Company also increasingly competes
with companies using forging, casting or stamping technologies. Powder metal
components can often be produced at a lower cost per unit than products
manufactured with forging, casting or stamping technologies due to the
elimination of, or substantial reduction in, secondary machining, lower material
costs and the virtual elimination of raw material waste. As a result, powder
metal components are increasingly being substituted for metal parts manufactured
using more traditional technologies. There is no assurance that competition from
these technologies or others will not adversely affect the Company's business,
financial condition and results of operations. See "Risk
Factors -- Competition."
GOVERNMENT REGULATION
The Company's sales to manufacturers of aircraft braking systems
represented 20.8% of the Company's consolidated net sales in 1996 and 18.6% of
the Company's consolidated net sales in the first nine months of 1997. Each
aircraft braking system, including the friction products supplied by the
Company, must meet stringent FAA criteria and testing requirements. The Company
has been able to meet these requirements in the past and continuously reviews
FAA compliance procedures to help ensure continued and future compliance. See
"Risk Factors -- Government Regulation."
ENVIRONMENTAL MATTERS
Manufacturers such as the Company are subject to stringent environmental
standards imposed by federal, state, local and foreign environmental laws and
regulations, including those related to air emissions, wastewater discharges and
chemical and hazardous waste management and disposal. Certain of these
environmental laws hold owners or operators of land or businesses liable for
their own and for previous owners' or operators' releases of hazardous or toxic
substances, materials or wastes, pollutants or contaminants. Compliance with
environmental laws also may require the acquisition of permits or other
authorizations for certain activities and compliance with various standards or
procedural requirements. The Company is also subject to the federal Occupational
Safety and Health Act and similar foreign and state laws. The nature of the
Company's operations, the long history of industrial uses at some of its current
or former facilities, and the operations of predecessor owners or operators of
certain of the businesses expose the Company to risk of liabilities or claims
with respect to environmental and worker health and safety matters. The Company
reviews its procedures and policies for compliance with environmental and health
and safety laws and regulations and believes that it is in substantial
compliance with all such material laws and regulations applicable to its
operations. The costs of compliance with environmental, health and safety
requirements have not been material to the Company. See "Risk
Factors -- Environmental Matters."
42
<PAGE> 44
MANUFACTURING FACILITIES AND OTHER PROPERTIES
The Company's material operations are conducted through the following
facilities, all of which are owned, except as noted:
<TABLE>
<CAPTION>
APPROXIMATE
LOCATION SQUARE FOOTAGE PRINCIPAL FUNCTIONS
- --------------------------- -------------- -------------------------------------------------
<S> <C> <C>
Medina, Ohio............... 148,000 Manufacturing of friction products and powder
metal components, sales and marketing, research
and development, product engineering, customer
service and support, and administration
Brook Park, Ohio........... 111,000 Manufacturing of friction products, domestic and
international sales and marketing, product
engineering, customer service and support, and
administration
Orzinuovi, Italy........... 97,000 Manufacturing of friction products, international
sales and marketing, research and development,
and administration
Akron, Ohio................ 81,000 Manufacturing of metal stampings
Campbellsburg, Indiana..... 75,000 Manufacturing of powder metal components, sales
and marketing, product engineering, customer
service and support, and administration
Solon, Ohio(1)............. 58,000 Research and development
Solon Mills, Illinois(2)... 42,000 Manufacturing of powder metal components, sales
and marketing, customer service and support
Alton, Illinois............ 37,000 Manufacturing of die-cast aluminum rotors, sales
and marketing, customer service and support, and
administration
Concord, Ontario, 15,000 Manufacturing of friction products, distribution
Canada(2)................ and warehousing
Cleveland, Ohio(3)......... 6,200 Principal executive offices
</TABLE>
- ---------------
(1) Approximately 20,000 square feet of the Solon facility is leased to a third
party.
(2) Leased.
(3) Leased. The Company is party to an expense sharing arrangement under which
the Company shares the expenses of its corporate headquarters located in
Cleveland with a company owned by Mr. Weinberg. See "Certain
Transactions -- Other Transactions."
In June 1996, the Company closed its manufacturing facility in LaVergne,
Tennessee that it acquired in the SKW acquisition and consolidated its
operations with existing Company facilities. The Company has placed the LaVergne
facility on the market for sale and does not anticipate incurring any material
gain or loss as a result of the sale.
The Company's Italian facility is subject to certain security interests
granted to its lenders.
The Company believes that substantially all of its property and equipment
is in good condition. Several of the Company's facilities are operating at or
near capacity. With the planned expansion of these facilities, as described
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources," the Company believes that it
will have sufficient capacity to accommodate its needs through 1999.
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<PAGE> 45
EMPLOYEES
As of September 30, 1997, the Company had 1,258 employees, consisting of
107 management, supervisory and administrative personnel, 114 engineering,
quality control and laboratory personnel, 36 sales and marketing personnel and
1,001 manufacturing personnel.
Approximately 300 employees at the Company's Brook Park, Ohio plant are
covered under a collective bargaining agreement with the United International
Paperworkers Union expiring in October 2000; approximately 80 employees at the
Company's Akron, Ohio facility are covered under a collective bargaining
agreement with the United Automobile Workers expiring in July 2000; and
approximately 100 employees at the Company's Orzinuovi, Italy plant are
represented by a national mechanics union under an agreement that expires in
December 1998 and by a local union under an agreement that expires in December
2000. Approximately 75 hourly employees of Hutchinson are covered under a
collective bargaining agreement with the International Association of Machinists
and Aerospace Workers expiring in June 1998. The Company has experienced no
strikes and believes its relations with its employees and their unions to be
good. See "Risk Factors -- Collective Bargaining Agreements" and "Risk
Factors -- Dependence on Key Personnel."
INTELLECTUAL PROPERTY MATTERS
Velvetouch(R), Fibertuff(R), Feramic(R), Velvetouch Feramic(R), Velvetouch
Ceramic(R), Velvetouch Organik(R) and Velvetouch Metalik(R) are among the
federally registered trademarks of the Company. Velvetouch(R) is the Company's
principal trademark for use in the friction products aftermarket and is
registered in 26 countries. In addition, the Company has a pending application
with the United States Patent and Trademark Office to register the trademark
"Wellman Friction Products."
Although the Company maintains patents related to its business, the Company
does not believe that its competitive position is dependent on patent protection
or that its operations are dependent on any individual patent.
To protect its intellectual property, the Company relies on a combination
of internal procedures, confidentiality agreements, patents, trademarks, trade
secrets law and common law, including the law of unfair competition. The Company
is not aware of any pending claims of infringement or other challenges to the
Company's right to use any of its intellectual property. See "Risk
Factors -- Intellectual Property Matters."
LEGAL PROCEEDINGS
The Company is involved in lawsuits that arise in the ordinary course of
its business. In the Company's opinion, the outcome of these matters will not
have a material adverse effect on the Company's business, financial condition or
results of operations.
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MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The directors, executive officers and significant employees of the Company
and their respective ages and positions held with the Company, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- ------------------------------------------------
<S> <C> <C>
Norman C. Harbert(1)................ 64 Chairman of the Board, Chief Executive Officer,
President and Director
Ronald E. Weinberg(1)............... 56 Vice-Chairman of the Board, Treasurer and
Director
Jeffrey H. Berlin................... 35 Executive Vice President
Douglas D. Wilson................... 54 Executive Vice President, President -- FPC and
President -- SKW
Thomas A. Gilbride.................. 44 Vice President-Finance
Jess F. Helsel...................... 73 President -- Helsel
Timothy J. Houghton................. 53 President -- Hutchinson
Paul R. Bishop(2)(3)................ 54 Director
Byron S. Krantz(3).................. 62 Secretary and Director
Dan T. Moore, III(1)................ 57 Director
William J. O'Neill, Jr.(2).......... 64 Director
</TABLE>
- ---------------
(1) Member of the Nominating Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
Norman C. Harbert has served as the Chairman of the Board, President, Chief
Executive Officer and Director of the Company since March 1989. Mr. Harbert has
over 39 years of manufacturing experience. From 1987 to 1988, Mr. Harbert was
Chairman, President and CEO of Maverick Tube Corporation, an oil drilling
equipment manufacturer, and from 1981 to 1986, he served as President and CEO of
Ajax Magnethermic Corporation, an international manufacturer of induction
heating and melting equipment. Prior to that time, Mr. Harbert served at
Reliance Electric Company for 22 years where, in 1980, his last position was as
General Manager, Rotating Products Group, with primary responsibility for a
division with annual sales of $250 million. Mr. Harbert is a director of New
West Eyeworks, Inc., a retail eyewear chain that operates throughout the western
United States, Second Bancorp Inc., a bank holding company, and Caliber System,
Inc., a transportation company (formerly known as Roadway Services, Inc.).
Ronald E. Weinberg has served as Vice-Chairman of the Board, Treasurer and
Director of the Company since March 1989. Mr. Weinberg has over 28 years of
experience in the ownership and management of operating companies, including a
number of manufacturing companies. In 1988, Mr. Weinberg led an investor group
in the acquisition of New West Eyeworks, Inc., a retail eyewear chain that
operates throughout the western United States, and Mr. Weinberg has served as
Chairman of the Board of that company since that date. In 1986, Mr. Weinberg led
an investor group in the acquisition of SunMedia Corp., which publishes a chain
of weekly newspapers in the Cleveland market and operates a direct marketing
company, and Mr. Weinberg has served as Chairman of the Board of that company
since the acquisition date.
Jeffrey H. Berlin has served as an Executive Vice President of the Company
since May 1997. Between July 1994 and May 1997, Mr. Berlin served as the Vice
President -- Marketing and Corporate Development of the Company. From August
1991 to July 1994, Mr. Berlin served the Company as its Director of Corporate
Development. From 1984 to 1991, Mr. Berlin held various corporate finance
positions including Director of Corporate Development for American Consumer
Products, Inc., a manufacturer of consumer hardware products.
45
<PAGE> 47
Thomas A. Gilbride has served as Vice President -- Finance of the Company
since January 1993. Between March 1989 and January 1993, Mr. Gilbride was
employed by the Company in various financial and administrative capacities.
Douglas D. Wilson has served as an Executive Vice President of the Company
since September 1996, the President of FPC since January 1992 and the President
of SKW since June 1995. From November 1990 to December 1991, he was the
Executive Vice President of FPC. Mr. Wilson was President and Chief Executive
Officer of Cleveland Gear Company, a gear manufacturing business, from 1986 to
1990. Mr. Wilson has been the Chairman of the Industry Advisory Group of the
Center for Advanced Friction Studies at the University of Illinois at Carbondale
since its formation in April 1996.
Jess F. Helsel has served as President of Helco, Inc. (the predecessor to
Helsel) since 1974 and has continued in that capacity since the sale of Helsel's
assets to the Company in June 1994. Mr. Helsel has over 52 years of experience
in the powder metal industry.
Timothy J. Houghton has served as President of Hutchinson Foundry Products
Company (the predecessor to Hutchinson) since 1992 and has continued in that
capacity since the acquisition of Hutchinson by the Company in January 1997. Mr.
Houghton also served as Chief Executive Officer of Hutchinson Foundry Products
Company from 1992 until January 1997.
Paul R. Bishop has served as a Director since May 1993. Mr. Bishop has
served as the Chairman, President and Chief Executive Officer of H-P Products,
Inc., a manufacturer of central vacuum systems and fabricated tubing and
fittings, since 1977. Mr. Bishop was a director of Belden & Blake Corporation,
an oil and gas drilling company, from April 1994 to July 1997 and a director of
Key Bank National Association from July 1992 to June 1997.
Byron S. Krantz has been the Secretary and a Director since March 1989. Mr.
Krantz has been a partner in the law firm of Kohrman Jackson & Krantz P.L.L.
since its formation in 1984.
Dan T. Moore, III has served as a Director since March 1989. Mr. Moore has
been the founder, owner and President of Dan T. Moore Company, Inc. since 1969,
Soundwich, Inc. since 1988, Flow Polymers, Inc. since 1985 and Perfect
Impression, Inc. since July 1994, all of which are manufacturing companies. Mr.
Moore has also been Chairman of the Board of Advanced Ceramics Corporation since
March 1993. He has been a director of Invacare Corporation, a manufacturer of
health care equipment, since 1979.
William J. O'Neill, Jr. has served as a Director since March 1989. Mr.
O'Neill has been the President and Chief Executive Officer of Clanco Management
Corp., an O'Neill family management company, since 1983. He has also served as
the Managing Partner of Clanco Partners I, an Ohio general partnership, since
March 1989.
The Company's executive officers serve at the discretion of the Board of
Directors, although the Company or its subsidiaries have entered into employment
agreements with Messrs. Harbert, Weinberg, Helsel and Houghton. See "Employment
Agreements."
COMPOSITION OF BOARD OF DIRECTORS
The Board of Directors of the Company consists of six members elected by
the holders of the Class A Common Stock and Series D Preferred Stock. The
Company's Second Amended and Restated Certificate of Incorporation provides that
the holders of the Series D Preferred Stock have the right to elect a majority
of the directors and that the holders of the Class A Common Stock have the right
to elect the remainder. The directors are elected at the annual meeting of
stockholders of the Company and each director holds office until the next annual
meeting of the stockholders and until his successor has been duly elected and
qualified. See "Risk Factors -- Effective Voting Control by Existing
Stockholders" and "Description of Capital Stock -- Preferred Stock."
46
<PAGE> 48
Certain transactions among the Company and its directors or entities
affiliated with certain directors of the Company are described below in
"Principal and Selling Stockholders -- Stockholder Agreement" and "Certain
Transactions."
BOARD COMMITTEES
The Nominating Committee of the Board of Directors recommends qualified
candidates for election as directors of the Company. The Audit Committee of the
Board of Directors reviews the accounting and reporting principles, policies and
practices followed by the Company and the adequacy of the Company's internal,
financial and operating controls. The Compensation Committee of the Board of
Directors reviews and makes recommendations regarding the compensation of
executive officers of the Company and reviews general policy relating to the
compensation and benefits of employees of the Company. The Compensation
Committee also administers option grants under the Company's 1997 Stock Option
Plan (the "1997 Plan").
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the formation of the Compensation Committee in September 1996, the
Board of Directors made all determinations with respect to executive officer
compensation. The Compensation Committee consists of Messrs. Bishop and Krantz.
Mr. Bishop was not at any time during 1996, or at any other time, an officer or
employee of the Company. Mr. Krantz is Secretary of the Company and a partner in
the law firm of Kohrman Jackson & Krantz P.L.L., which provides legal services
to the Company. See "Certain Transactions -- Other Transactions."
DIRECTOR COMPENSATION
The Company pays each director, other than Messrs. Harbert, Weinberg or
Krantz, an annual fee of $10,000 that is payable $5,000 in cash and $5,000 in
shares of Class A Common Stock at the then current market price, rounded to the
nearest 50 shares. In addition, the Company pays each such director $1,000 in
cash for each board meeting that such director attends and $500 in cash for each
telephonic board meeting that such director participates in. The Company also
reimburses all directors for all expenses incurred in connection with their
services as directors. No additional consideration is paid to the directors for
committee participation.
47
<PAGE> 49
EXECUTIVE COMPENSATION
The following table sets forth the compensation awarded or paid by the
Company during 1995 and 1996 to its President and Chief Executive Officer and
the Company's four other most highly compensated officers and key employees
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION COMPENSATION
- ----------------------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Norman C. Harbert........................ 1996 $377,000 $410,000 $ 14,500(2) $ 20,306(3)
Chairman of the Board, President and 1995 340,000 350,000 11,400(2) 12,500(3)
Chief Executive Officer
Ronald E. Weinberg....................... 1996 266,000 410,000 20,300(4) --
Vice-Chairman of the Board and 1995 231,000 350,000 13,400(4) --
Treasurer
Douglas D. Wilson........................ 1996 166,000 120,000 1,600(5) --
Executive Vice President; President -- 1995 159,000 100,000 -- --
FPC; and President -- SKW
Jess F. Helsel........................... 1996 150,000 912,000(6) 12,300(7) --
President -- Helsel 1995 150,000 910,000(6) 12,300(7) --
Jeffrey H. Berlin........................ 1996 137,000 100,000 10,700(8) --
Executive Vice President 1995 96,000 75,000 2,500(8) --
</TABLE>
- ---------------
(1) Bonuses earned in 1995 were paid in 1996 and bonuses earned in 1996 were
paid in 1997.
(2) Includes $9,200 and $9,500 contributed in 1995 and 1996, respectively, by
FPC to FPC's profit sharing plan on behalf of Mr. Harbert and $2,200 and
$5,000 in medical reimbursements made in 1995 and 1996, respectively.
(3) Represents the premiums paid by the Company for a term life insurance policy
of which Mr. Harbert is the insured and Mr. Harbert's wife is the
beneficiary.
(4) Includes $9,200 and $9,500 contributed in 1995 and 1996, respectively, by
FPC to FPC's profit sharing plan on behalf of Mr. Weinberg and $4,200 and
$10,800 in medical reimbursements made in 1995 and 1996, respectively.
(5) Consists entirely of medical reimbursements.
(6) Upon the Company's acquisition of Helsel, the Company entered into an
Employment Agreement with Mr. Helsel. Mr. Helsel's bonus is determined in
accordance with an earnings formula set forth in that Employment Agreement.
See "Employment Agreements."
(7) Includes $1,800 contributed by Helsel to Helsel's Employee's Savings and
Investment Plan, as matching contributions relating to before-tax
contributions made by Mr. Helsel under such plan, and $10,500 contributed by
Helsel to Helsel's profit sharing plan on behalf of Mr. Helsel.
(8) Includes $2,500 and $9,500 contributed in 1995 and 1996, respectively, by
FPC to FPC's profit sharing plan on behalf of Mr. Berlin and $1,200 in
medical reimbursements made in 1996.
None of the Named Executive Officers received any perquisites or other
personal benefits, securities or property that exceeded the lesser of $50,000 or
10% of the salary and bonus for each Named Executive Officer during 1995 or
1996.
STOCK OPTION PLAN
The 1997 Plan was adopted in November 1997, and provides for the grant of
options to purchase an aggregate of 700,000 shares of the Company's Class A
Common Stock. The 1997 Plan provides for the grant to employees of incentive
stock options within the meaning of sec.422 of the Internal Revenue
48
<PAGE> 50
Code of 1986, as amended (the "Code"), and for the grant of nonstatutory stock
options to eligible employees (including directors and officers) and
non-employee directors.
The 1997 Plan is administered by the Compensation Committee of the Board of
Directors, which is charged with designating those persons to whom options are
to be granted and determining the terms of options granted, including the
exercise price, the number of shares subject to the option, and the time of the
exercise. In granting options the Compensation Committee will take into
consideration the past performance and anticipated future contribution of the
potential option recipient and such other considerations the Committee deems
relevant.
Options granted under the 1997 Plan are subject to the following
restrictions, among others: (1) the per share exercise price must be equal to or
greater than 100%, or equal to or greater than 110% in the case of an officer or
other key employee who owns, at the time an incentive stock option is granted,
more than ten percent of the Class A Common Stock, of the fair market value of a
share of Common Stock on the date of grant of the option, except in the case of
a nonstatutory stock option in which the committee has discretion to set a per
share exercise price of less than 100% of fair market value on the date of grant
of the option; and (2) no option may be exercisable after the expiration of ten
years from the date of its grant, and in the case of an incentive stock option
granted to an officer or other key employee who owns, at the time an incentive
stock option is granted, more than ten percent of the Class A Common Stock, no
option is exercisable after the expiration of five years from the date of grant.
If the option holder ceases to be employed by the Company because he or she is
terminated for Cause (as defined in the 1997 Plan), any options held by the
terminated employee will automatically expire. If an option holder's employment
by the Company is terminated by reason of a mental or physical disability or
death, then his or her options will expire one year after the date of
termination. If an option holder's employment is terminated for any other
reason, then his or her options will terminate three months from the date of
termination. The 1997 Plan provides that unless otherwise provided in an
individual grant, an option will become immediately fully exercisable upon the
occurrence of certain transactions, such as the merger or sale of the Company.
The 1997 Plan authorizes the Company to make loans to option holders to
enable them to exercise their options. Such loans must (1) provide for recourse
to the optionee, (2) bear interest at a rate no less than the prime rate of
interest of the Company's principal lender and (3) be secured by the shares of
Common Stock purchased. The Board of Directors has the authority to amend or
terminate the 1997 Plan, provided that no such action impairs the rights of the
holder of any outstanding option without the written consent of such holder, and
provided further that certain amendments of the 1997 Plan are subject to
stockholder approval. Unless terminated sooner, the 1997 Plan will terminate ten
years from its effective date.
At the closing of the Offering, options to purchase 310,000 shares of Class
A Common Stock will be outstanding under the 1997 Plan at an exercise price
equal to the public offering price and will vest over a five-year period with
20% of each such option becoming exercisable on each of the first five
anniversaries of the effective date of grant. Options to purchase 390,000 shares
of Class A Common Stock will remain available for grant.
BENEFIT PLANS
FPC Profit Sharing Plan. FPC maintains a tax-qualified profit sharing
plan, including features under section 401(k) of the Code, that covers
substantially all of its employees. The plan generally provides for voluntary
employee pre-tax contributions ranging from 1% to 10% and a discretionary FPC
contribution allocated to each employee based on compensation.
SKW Retirement Savings and Profit Sharing Plan. SKW also sponsors a
tax-qualified defined contribution plan, including features under section 401(k)
of the Code, that covers substantially all of its non-union U.S. employees. The
plan generally provides for voluntary employee pre-tax contributions ranging
from 1% to 15%, a matching SKW contribution in an amount equal to 10% of the
first 6% of the
49
<PAGE> 51
employee's contribution, and a discretionary SKW contribution allocated to each
employee based on compensation.
Helsel Employee's Savings and Investment Plan. Helsel maintains a
tax-qualified savings and investment plan, including features under section
401(k) of the Code, that covers substantially all of its employees. The plan
generally provides for voluntary employee pre-tax contributions ranging from 1%
to 23%, a 50% matching contribution by Helsel (up to a maximum of 2% of an
employee's compensation), and a discretionary Helsel contribution.
Helsel Employee's Retirement Plan. Helsel sponsors a tax-qualified defined
contribution plan that covers substantially all of its employees. The retirement
plan provides eligible employees with an annual Helsel contribution equal to 7%
of their compensation.
FPC Pension Plan. FPC sponsors a tax-qualified non-contributory, defined
benefit pension plan covering substantially all of its employees and Logan's
non-union employees. The plan provides participating employees with retirement
benefits at normal retirement age (as defined in the plan) based on specified
formulas. In no event will the amount of annual retirement income determined
under these formulas and payable at the participant's retirement date be greater
than $90,000. In addition, federal law defines the maximum amount of annual
compensation that may be taken into account in calculating the amount of the
pension benefit as follows: 1989 -- $200,000; 1990 -- $209,200;
1991 -- $222,220; 1992 -- $228,860; 1993 -- $235,840; 1994 through
1996 -- $150,000; 1997 -- $160,000 (indexed for inflation). The estimated annual
benefit payable at normal retirement age for each Named Executive Officer who is
eligible to participate in the FPC pension plan is as follows: Mr.
Harbert -- $59,200; Mr. Weinberg -- $88,100; Mr. Wilson -- $90,000; and Mr.
Berlin -- $90,000.
EMPLOYMENT AGREEMENTS
Pursuant to Employment Agreements, each dated as of November 1, 1996, Mr.
Harbert has agreed to serve as Chairman of the Board, President and Chief
Executive Officer of Hawk, and Mr. Weinberg has agreed to serve as Vice-Chairman
of the Board and Treasurer, through December 2004. Mr. Harbert will receive an
annual base salary of $403,625 in 1997. Mr. Weinberg will receive an annual base
salary of $303,625 in 1997. Each receives an annual bonus based on the incentive
compensation programs in effect for the Company's subsidiaries. The base salary
may be adjusted by the Compensation Committee of the Board. If either Mr.
Harbert or Mr. Weinberg becomes mentally or physically disabled during the term,
the Company will pay his annual base salary, at the same rate preceding the
disability, for the remainder of the term of the employment agreement. In the
event of the death or disability of either Mr. Harbert or Mr. Weinberg during
the term, the Company will also pay any of his bonus earned but not paid.
Neither Mr. Harbert nor Mr. Weinberg may engage in any competitive business
while he is employed by the Company and for a period of two years thereafter.
Mr. Harbert is required to devote substantially all of his business time
and effort to the Company but may serve on the boards of other companies and
charitable organizations. Under the terms of Mr. Weinberg's employment
agreement, he is not required to devote all of his time and effort to the
business of the Company, and in recent periods, he has devoted approximately 60%
of his time and effort to the business of the Company. Mr. Weinberg also serves
as Chairman of the Board of New West Eyeworks, Inc. and Chairman of the Board of
SunMedia Corp.
Prior to the Offering, the Company will enter into a split dollar life
insurance agreement with each of Mr. Harbert and Mr. Weinberg (the "Split Dollar
Agreements") pursuant to which the Company will purchase life insurance policies
on the lives of Mr. Harbert and Mr. Weinberg in the face amounts of $1.0 million
and $3.8 million, respectively. Under the terms of the Split Dollar Agreements,
the Company will pay the annual premiums of the insurance policies in the amount
of $46,163 for Mr. Harbert's policy and $58,586 for Mr. Weinberg's policy, and
the Company will be reimbursed for such payments from the policy proceeds in an
amount equal to the greater of the cash value of the policies or the total
amount of premiums paid during the term of the policies. The remaining proceeds
of each policy will be paid to beneficiaries designated by the insured. The
Split Dollar Agreements will terminate upon the occurrence
50
<PAGE> 52
of any of the following events: (1) total cessation of the Company's business;
(2) the bankruptcy, receivership or dissolution of the Company; or (3) the
termination of the insured's employment by the Company (other than for reason of
his death or mental or physical disability). Upon the termination of a Split
Dollar Agreement, the insured will have the right to purchase the policy covered
thereby for an amount equal to the greater of the cash value of the policy or
the total amount of premiums paid during the term of the policy.
An existing Wage Continuation Agreement between the Company and Mr. Harbert
will be amended and restated prior to the closing of the Offering in connection
with the Company's entry into a Split Dollar Agreement with Mr. Harbert. The
Wage Continuation Agreement, as amended and restated, will provide that if Mr.
Harbert dies during the term of his employment agreement or is no longer in the
active employ of the Company solely because of a mental or physical disability,
the Company will pay his spouse a monthly wage continuation payment until her
death in an amount equal to $12,500 per month (on an after-tax basis) less a
monthly annuity (on an after-tax basis) to be purchased for the spouse of Mr.
Harbert with Mr. Harbert's share of the proceeds of the split dollar insurance
policy on Mr. Harbert's life. An existing Wage Continuation Agreement between
the Company and Mr. Weinberg will be terminated prior to the Offering in
connection with the Company's entry into a Split Dollar Agreement with Mr.
Weinberg.
Upon the acquisition of Helsel by a group led by Mr. Harbert and Mr.
Weinberg, Jess F. Helsel entered into an Employment Agreement and a Consulting
Agreement, each effective July 1, 1994. Mr. Helsel agreed to serve as President
of Helsel through the expiration of the term of the employment agreement in June
1997. In June 1997, these agreements were amended to extend the term of the
employment agreement by an additional year ending in June 1998 and to delay the
commencement of the term of the consulting agreement until July 1998. Mr. Helsel
receives an annual base salary of $150,000 and an annual bonus determined in
accordance with specified formulas based on the amount by which Helsel's
earnings before interest, income taxes, depreciation, amortization, certain
corporate charges and payment of Mr. Helsel's bonus exceeds specified targets.
If Mr. Helsel becomes mentally or physically disabled during the term, the
Company will pay his annual base salary and bonus for the remainder of the term.
Under the amended consulting agreement, the Company will pay Mr. Helsel $150,000
for each of the first two years after the expiration of the extended term of the
employment agreement and $75,000 for each of the third and fourth years after
the expiration of such term. Mr. Helsel may not engage in any competitive
business while he is employed by the Company and for a period of five years
after the expiration of the extended term of his employment agreement.
Upon the acquisition of Hutchinson, the Company entered into an Employment
Agreement, dated January 2, 1997, with Timothy J. Houghton, President of
Hutchinson. Under the terms of the three year employment agreement, Mr. Houghton
will receive an annual base salary of $160,000 and a bonus determined in
accordance with a specified formula based on the growth in Hutchinson's earnings
before interest, income taxes, depreciation and amortization during 1997, 1998
and 1999. Mr. Houghton may not engage in any competitive business while he is
engaged by the Company and for a period of five years after the expiration of
his employment agreement.
51
<PAGE> 53
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth, as of the date of this Prospectus and
assuming exercise in full of the Underwriters' over-allotment option,
information regarding the beneficial ownership of the Company's Class A Common
Stock and Series D Preferred Stock (collectively, the "Voting Stock"), by (1)
each stockholder known by the Company to be the beneficial owner of more than
five percent of each class of the Company's outstanding shares of Voting Stock,
(2) each director or executive officer who beneficially owns any shares of
Voting Stock, and (3) all directors and executive officers of the Company as a
group. The information set forth in the table below does not include 31,250
shares of Class A Common Stock, based on an assumed public offering price of
$16.00 per share, issuable upon conversion of 8.0% two-year notes in the
aggregate principal amount of $1.5 million (of which up to $500,000 of the
then-outstanding principal balance is convertible at the option of the holders
thereof into shares of Class A Common Stock) that were issued by the Company in
connection with the acquisition of Hutchinson, and assumes the exercise of
warrants to purchase 1,023,793 shares of Class B Common Stock (which will be
automatically converted on a one-for-one basis into shares of Class A Common
Stock upon the sale by certain of the Selling Stockholders in the Offering). See
"Management -- Stock Option Plan" and "Certain Transactions -- Transactions
Concurrent with the Offering." In addition, the information set forth in the
table below does not include the following options to purchase shares of Class A
Common Stock which will be issued at the closing of the Offering under the 1997
Plan: Mr. Berlin -- 20,000; Mr. Wilson -- 20,000; Mr. Gilbride -- 15,000; Mr.
Harbert -- 10,000; Mr. Helsel -- 10,000; Mr. Weinberg -- 10,000; Mr.
Bishop -- 5,000; Mr. Krantz -- 5,000; Mr. Moore -- 5,000; and Mr.
O'Neill -- 5,000. Each of the foregoing options will have an exercise price
equal to the public offering price and will vest over a five-year period with
20% of each such option becoming exercisable on each of the first five
anniversaries of the effective date of grant. See "Management -- Stock Option
Plan." Unless otherwise indicated, the Company believes that all persons named
in the tables have sole investment and voting power over the shares of Voting
Stock owned. Unless otherwise specified, the address of all the stockholders is
the address of the Company set forth in this Prospectus.
<TABLE>
<CAPTION>
OWNERSHIP PRIOR
TO THE OFFERING OWNERSHIP AFTER THE OFFERING
------------------- ----------------------------------------
SHARES OF
CLASS A CLASS A CLASS A SERIES D
COMMON STOCK(1) COMMON COMMON STOCK(1) PREFERRED STOCK(1)
------------------- STOCK ------------------- ------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT OFFERED SHARES PERCENT SHARES PERCENT
- -------------------------- --------- ------- ------------- --------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
William J. O'Neill,
Jr.(2).................. 1,497,050 26.3% 1,215,549 281,501 3.1% -- --
Norman C. Harbert(3)(4)... 1,230,625 21.6% 62,500 1,168,125 12.7% 689 45%
Ronald E.
Weinberg(3)(5).......... 1,197,948 21.1% 62,500 1,135,448 12.4% 689 45%
CIGNA Mezzanine Partners
III, L.P.(6)............ 683,177 12.0% 683,177 -- -- -- --
Connecticut General Life
Insurance Company(7).... 340,616 6.0% 340,616 -- --
Byron S. Krantz(3)(8)..... 270,972 4.8% -- 270,972 3.0% 152 10%
Jeffrey H. Berlin......... 259,742 4.6% -- 259,742 2.8% -- --
Douglas D. Wilson......... 54,838 * -- 54,838 * -- --
Thomas A. Gilbride........ 48,168 * -- 48,168 * -- --
Dan T. Moore, III......... 10,210 * -- 10,210 * -- --
Jess F. Helsel............ 5,604 * -- 5,604 * -- --
Paul R. Bishop............ 5,604 * -- 5,604 * -- --
All directors and
executive officers as a
group (11
individuals)............ 4,580,761 80.5% 1,340,549 3,240,212 35.3% 1,530 100%
</TABLE>
- ---------------
* Less than 1.0%.
(1) The Class A Common Stock and Series D Preferred Stock are the only voting
securities of the Company that will be outstanding after the Offering. See
"Description of Capital Stock."
(footnotes continued on the following page)
52
<PAGE> 54
(2) Includes 1,491,446 shares held by Clanco Partners I, an Ohio general
partnership, prior to the Offering and 275,897 shares after the Offering.
Mr. O'Neill is the managing partner of Clanco Partners I and as a result has
voting and dispositive power over the shares held by Clanco Partners I.
Clanco Partners I is an Ohio general partnership whose address is c/o
William J. O'Neill, Jr., 30195 Chagrin Boulevard, Suite 310, Pepper Pike,
Ohio 44124.
(3) Each of these stockholders is a party to an agreement governing the voting
and disposition of all shares of Voting Stock of which such stockholders are
the legal or beneficial owners. Each such stockholder disclaims beneficial
ownership of the shares of Voting Stock owned by the other such
stockholders. See "Stockholder Agreement."
(4) Includes 1,107,561 shares held by the Harbert Family Limited Partnership.
The Harbert Family Limited Partnership is an Ohio limited partnership. Mr.
Harbert is the managing general partner of the Harbert Family Limited
Partnership and as a result has voting and dispositive power over the shares
held by the Harbert Family Limited Partnership. Any shares sold by Mr.
Harbert will be sold only if the Underwriters exercise their over-allotment
option.
(5) Includes 1,078,153 shares held by the Weinberg Family Limited Partnership.
The Weinberg Family Limited Partnership is an Ohio limited partnership. Mr.
Weinberg is the managing general partner of the Weinberg Family Limited
Partnership and as a result has voting and dispositive power over the shares
held by the Weinberg Family Limited Partnership. Any shares sold by Mr.
Weinberg will be sold only if the Underwriters exercise their over-allotment
option.
(6) CIGNA Mezzanine Partners III, L.P. is a Delaware limited partnership whose
address is c/o CIGNA Investments, Inc., 900 Cottage Grove Road, Hartford,
Connecticut 06152-2206. Assumes the exercise of warrants to purchase 683,177
shares of Class B Common Stock which will be converted on a one-for-one
basis into shares of Class A Common Stock upon sale by CIGNA Mezzanine
Partners III, L.P. in the Offering.
(7) Connecticut General Life Insurance Company is a Connecticut corporation
whose address is c/o CIGNA Investments, Inc., 900 Cottage Grove Road,
Hartford, Connecticut 06152-2206. Assumes the exercise of warrants to
purchase 340,616 shares of Class B Common Stock which will be converted on a
one-for-one basis into shares of Class A Common Stock upon sale by
Connecticut General Life Insurance Company in the Offering.
(8) Includes 243,876 shares held by the Krantz Family Limited Partnership. The
Krantz Family Limited Partnership is an Ohio limited partnership whose
address is c/o Byron S. Krantz, One Cleveland Center, 20th Floor, Cleveland,
Ohio 44114. Mr. Krantz is the managing general partner of the Krantz Family
Limited Partnership and as a result has voting and dispositive power over
the shares held by the Krantz Family Limited Partnership.
STOCKHOLDER AGREEMENT
Messrs. Harbert, Weinberg and Krantz are parties to a Stockholders' Voting
Agreement, effective as of November 27, 1996, that as amended provides that to
the extent that any of them is the legal or beneficial owner of any shares of
voting stock of the Company, including any shares of Class A Common Stock or
Series D Preferred Stock, they will vote those shares (1) in favor of electing
Messrs. Harbert, Weinberg and Krantz (so long as each desires to serve) or their
respective designees to the Board of Directors of the Company, (2) in favor of
electing such other directors to the Board of Directors as a majority of Messrs.
Harbert, Weinberg and Krantz or their respective designees shall direct and (3)
with respect to such matters as are submitted to a vote of the stockholders of
the Company as a majority of Messrs. Harbert, Weinberg and Krantz or their
respective designees shall direct. If any of Messrs. Harbert, Weinberg or Krantz
or their respective affiliates sells more than 50% of the Class A Common Stock
beneficially owned by such individual on the date of the Offering, the
obligation of the other parties to continue to vote their shares of Class A
Common Stock and Series D Preferred Stock for the selling stockholder or his
designee as a director will terminate. The agreement will terminate upon the
first to occur of the mutual written agreement of the parties to terminate the
agreement or the death of the last to die of Mr. Harbert, Mr. Weinberg or their
respective designees;
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provided that the provisions described in clauses (1) and (2) above will
terminate sooner in the event that none of Messrs. Harbert, Weinberg and Krantz
(or any designee thereof) remains on the Board of Directors.
CERTAIN TRANSACTIONS
TRANSACTIONS CONCURRENT WITH THE OFFERING
Preferred Stock Redemption. Upon the closing of the Offering, the Company
will effect the Preferred Stock Redemption by (1) redeeming all of the
outstanding shares of Series A Preferred Stock, 351 of the 702 outstanding
shares of Series B Preferred Stock and seven of the 1,189 outstanding shares of
Series C Preferred Stock, at their liquidation value, plus accrued and unpaid
dividends, and (2) exchanging the remaining outstanding shares of Series B and
Series C Preferred Stock for an equal number of shares of Series D Preferred
Stock. Assuming such transactions are consummated as of January 31, 1998, the
Series A Preferred Stock will be redeemed for approximately $1.4 million, the
Series B Preferred Stock for approximately $354,000 and the Series C Preferred
Stock for approximately $8,000, including accrued and unpaid dividends. See "Use
of Proceeds."
The Series A Preferred Stock redemption proceeds will be distributed to the
holders of Series A Preferred Stock, including approximately: $1.0 million to
Clanco Partners I, of which William J. O'Neill, Jr. is the managing partner;
$297,000 to Clanco FLP, of which Mr. O'Neill is a director of its general
partner; and $103,000 to the Dorothy K. O'Neill Revocable Trust, of which Mr.
O'Neill is also a co-trustee. The Series B Preferred Stock redemption proceeds
will be distributed to certain holders of Series B Preferred Stock, including
approximately $317,000 to Clanco FLP.
Following the Preferred Stock Redemption, the Company will exchange all
shares of Series B and Series C Preferred Stock of which each of Messrs.
Harbert, Weinberg and Krantz is the legal and beneficial owner for an equal
number of shares of Series D Preferred Stock. Immediately prior to the Preferred
Stock Redemption, Mr. Weinberg will purchase certain shares of Series C
Preferred Stock from other stockholders so that, following the exchange
described in the preceding sentence, he will own the same amount of shares of
Series D Preferred Stock as Mr. Harbert. Upon the closing of the Offering,
Messrs. Harbert, Weinberg and Krantz will own all of the outstanding shares of
Series D Preferred Stock and there will be no shares of Series A, Series B or
Series C Preferred Stock outstanding. See "Principal and Selling Stockholders"
and "Description of Capital Stock -- Preferred Stock."
All shares of Series A, Series B and Series C Preferred Stock redeemed or
exchanged in the Preferred Stock Redemption will be cancelled and permanently
retired. For a description of the terms of the Series D Preferred Stock, see
"Description of Capital Stock -- Preferred Stock."
The Company will not implement the Preferred Stock Redemption or the
exchange of Series B and Series C Preferred Stock for Series D Preferred Stock
unless the Offering is consummated.
Partial June 1995 Note Repayment. On June 30, 1995, Mr. Harbert and Mr.
Weinberg, along with others, issued notes to the Company to repay certain
indebtedness incurred by them with respect to the acquisition of Helsel (the
"June 1995 Notes"). Each of Mr. Harbert's and Mr. Weinberg's note has
outstanding principal in the amount of $802,000. The June 1995 Notes are due and
payable on July 1, 2002 and bore interest at the prime rate plus 1.25% per annum
through September 30, 1996, and at the prime rate thereafter. The Company
expects that each of Mr. Harbert and Mr. Weinberg will use a portion of the
proceeds they receive as Selling Stockholders to repay $302,000 in principal on
the June 1995 Notes, reducing the outstanding principal balance on their
respective notes to $500,000. Any shares sold by Mr. Harbert or Mr. Weinberg
will be sold only if the Underwriters exercise their over-allotment option. See
"Stockholder Notes."
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HAWK CONTROLLING STOCKHOLDER MERGER
In November 1996, concurrently with the closing of the offering of the
Senior Notes, the Company completed the merger of Hawk Holding Corp., a Delaware
corporation and a principal stockholder of the Company ("Hawk Holding"), with
and into the Company in a tax-free reorganization under Section 368(a)(1)(A) of
the Code (the "Hawk Controlling Stockholder Merger"). Hawk Holding had no
material assets other than the capital stock of the Company. Prior to the
merger, Hawk Holding owned 33.9% of the outstanding shares of Class A Common
Stock of the Company and 1,250 shares of the Series A Preferred Stock with a
liquidation value of $1.25 million, plus accrued and unpaid dividends. Hawk
Holding's only liabilities were its debts to the Company and Hawk Holding's
stockholders in the aggregate amount of approximately $870,000. As a result of
the merger, the Series A Preferred Stock owned by Hawk Holding was cancelled,
and the Company issued its Series C Preferred Stock in the aggregate amount of
approximately $1.19 million ($1.25 million less $61,000), which was equal to the
liquidation value of the Series A Preferred Stock owned by Hawk Holding less
$61,000 of indebtedness of Hawk Holding to the Company, which was cancelled in
the merger. In the merger, the Company also cancelled the shares of Class A
Common Stock of the Company owned by Hawk Holding and then reissued the same
amount of shares of Class A Common Stock pro rata to the Hawk Holding
stockholders. The common stockholders of Hawk Holding included: Norman C.
Harbert, Chairman of the Board, President, Chief Executive Officer and a
Director and stockholder of the Company who owned 44.2% of Hawk Holding; Ronald
E. Weinberg, Vice-Chairman of the Board, Treasurer and a Director and
stockholder of the Company who owned 42.1%; Byron S. Krantz, Secretary and a
Director and stockholder of the Company who owned 9.7%; Thomas A. Gilbride, Vice
President - Finance and a stockholder of the Company who owned 1.9%; and Dan T.
Moore, III, a Director of the Company, Douglas D. Wilson, Executive Vice
President and a stockholder of the Company, and Clanco Partners I, each of whom
owned less than 1.0%. William J. O'Neill, Jr., a Director and a stockholder of
the Company, is the managing partner of Clanco Partners I.
Hawk Holding's liabilities included $61,000 of indebtedness to the Company
under a note that bore interest at the prime rate and was due on demand, and
approximately $809,000 of indebtedness to certain of its stockholders under a
note that bore interest at the prime rate plus 1.75% per annum and was due March
14, 1994. Upon the effectiveness of the Hawk Controlling Stockholder Merger, the
$61,000 indebtedness of Hawk Holding to the Company was cancelled. Of the
$809,000 aggregate principal amount of indebtedness to stockholders,
approximately $364,000 was owed to Mr. Harbert for his portion of the note,
$347,000 was owed to Mr. Weinberg for his portion and $81,000 was owed to Mr.
Krantz for his portion. Upon the effectiveness of the Hawk Controlling
Stockholder Merger, the $809,000 aggregate principal amount of indebtedness was
converted into Series C Preferred Stock with a liquidation value of $809,000,
and the Company issued Series C Preferred Stock with a liquidation value of
$380,000 pro rata to the Hawk Holding stockholders.
THE 1995 HELSEL TRANSACTION
In June 1995, Helsel became a wholly-owned subsidiary of the Company.
Helsel was acquired in June 1994 by a control group of Company stockholders led
by Messrs. Harbert and Weinberg. Helsel was operated by the control group of
Company stockholders from the date of the 1994 acquisition until its merger in
June 1995 with a subsidiary of the Company. Pursuant to the terms of that
merger, each outstanding share of common stock of Helsel was converted into
shares of Class A Common Stock of the Company at an exchange ratio based on an
independent valuation. Each outstanding share of the preferred stock of Helsel
was surrendered in exchange for one fully paid share of Series B Preferred Stock
of the Company. The terms of the Series B Preferred Stock of the Company are
identical in all material respects to the terms of the Helsel preferred stock.
At the time of the merger, the following directors and executive officers of the
Company became the beneficial owners of the number of shares
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of Class A Common Stock (as adjusted for the stock split) and Series B Preferred
Stock set forth opposite their names:
<TABLE>
<CAPTION>
SHARES SHARES
OF CLASS A OF SERIES B
NAME OF STOCKHOLDER COMMON STOCK PREFERRED STOCK
- ----------------------------------------------- ------------ ---------------
<S> <C> <C>
William J. O'Neill, Jr.*....................... 7,116 315
Norman C. Harbert.............................. 5,313 158
Ronald E. Weinberg............................. 5,313 158
Jeffrey H. Berlin.............................. 2,532 13
Byron S. Krantz................................ 1,179 35
Douglas D. Wilson.............................. 123 3
Thomas A. Gilbride............................. 78 1
Paul R. Bishop................................. 55 --
Jess F. Helsel................................. 55 --
</TABLE>
- ---------------
* Includes 7,061 shares of Class A Common Stock issued to a
predecessor-in-interest of Clanco Partners I and 315 shares of Series B
Preferred Stock owned by Clanco FLP, of which Mr. O'Neill is a director of its
general partner.
In connection with its acquisition of Helsel's assets from Helco, Inc.
("Helco"), the Company issued a secured promissory note in the original
principal amount of $500,000 to Helco, which note is due August 1, 1999. Jess F.
Helsel, the President of Helsel, is a director, officer and stockholder of
Helco. The note bears interest at the rate of prime plus 1% per annum (currently
9.5%), is payable in four equal annual principal installments of $125,000 and
quarterly installments of interest accrued on the outstanding principal balance
(currently $250,000), and is secured by a security interest in Helsel's assets
and certain guaranties made by the Company, Mr. Harbert and Mr. Weinberg.
On July 1, 1994, the Company issued 9% subordinated notes to the investment
group formed to acquire Helsel, Inc. in the aggregate principal amount of
$200,000. One such note, in the original principal amount of $90,000, was issued
to the William J. O'Neill, Sr. Irrevocable Trust A, of which Mr. O'Neill is a
co-trustee. All of these notes were repaid in full in June 1995.
STOCKHOLDER NOTES
Certain stockholders of the Company issued June 1995 Notes as follows: by
Mr. Harbert in the original principal amount of approximately $802,000; by Mr.
Weinberg in the original principal amount of approximately $802,000; and by Mr.
Krantz in the original principal amount of approximately $60,000. The June 1995
Notes remain outstanding. The Company expects that Mr. Harbert and Mr. Weinberg
will use a portion of any proceeds they receive as Selling Stockholders to
prepay in part their June 1995 Notes. See "Transactions Concurrent with the
Offering."
In addition, Mr. Wilson and Clanco Partners I each issued a note to the
Company on June 30, 1995 with the same terms as the June 1995 Notes. The
original principal amount of each such note was $162,500. Mr. Wilson repaid his
note to the Company in full in February 1997, and Clanco Partners I repaid its
note to the Company in full in August 1996.
OTHER TRANSACTIONS
The Company is a party to an expense sharing arrangement under which the
Company shares certain expenses of its Cleveland, Ohio headquarters with
Weinberg Capital Corporation, of which Mr. Weinberg is President and sole
shareholder. Pursuant to a formula based on full-time equivalent personnel, the
Company pays approximately 54% of the overhead costs of the headquarters,
including, without limitation, rent, utilities and copying, telephone and other
expenses. The aggregate amount of the payments by the Company for the shared
headquarters were approximately $170,000 in the first nine months of 1997,
$128,000 in 1996, $130,000 in 1995 and $95,000 in 1994.
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The Company purchases raw materials from a corporation of which Dan T.
Moore, III is an officer and a principal shareholder. Mr. Moore is a Director of
the Company. The Company paid approximately $860,000 for such raw materials in
the first nine months of 1997 and $901,000 in 1996.
Byron S. Krantz, a Director and the Secretary of the Company, is a partner
of the law firm of Kohrman Jackson & Krantz P.L.L., which provides legal
services to the Company. The Company paid legal fees to Kohrman Jackson & Krantz
P.L.L. in 1996 of $469,000 for services in connection with a variety of matters,
including the registration, sale and exchange of the Senior Notes and the Hawk
Controlling Stockholder Merger.
The Company believes that the terms of the transactions and the agreements
described above are at least as favorable as those which it could otherwise have
obtained from unrelated parties. On-going and future transactions with related
parties will be: (1) on terms at least as favorable as those that the Company
would be able to obtain from unrelated parties; (2) for bona fide business
purposes; and (3) approved by a majority of the disinterested and non-employee
directors.
DESCRIPTION OF CAPITAL STOCK
At the time of the Offering, the authorized capital stock of the Company
consists of (1) 75,000,000 authorized shares of Class A Common Stock, $.01 par
value per share, 9,187,750 shares of which will be outstanding upon consummation
of the Offering, (2) 10,000,000 authorized shares of Class B Common Stock, none
of which will be outstanding upon consummation of the Offering, and (3) 500,000
authorized shares of Serial Preferred Stock, $.01 par value per share
("Preferred Stock"), of which no shares of Series A, Series B or Series C
Preferred Stock and 1,530 shares of Series D Preferred Stock will be outstanding
upon consummation of the Offering and of which 100,000 shares of Series E
Preferred Stock, par value $.01 per share (the "Series E Preferred Stock"), will
be reserved for issuance under the terms of the Rights Agreement described
below. The foregoing description of the Company's capital stock assumes (1) the
sale by the Selling Stockholders of 1,635,000 shares of Class A Common Stock in
the Offering, including the exercise of warrants to purchase 1,023,793 shares of
Class B Common Stock (which will be automatically converted on a one-for-one
basis into shares of Class A Common Stock upon the sale by certain of the
Selling Stockholders in the Offering) and (2) the consummation of the Preferred
Stock Redemption. See "Use of Proceeds" and "Certain
Transactions -- Transactions Concurrent with the Offering." The following
summary description of the capital stock of the Company does not purport to be
complete and is qualified in its entirety by reference to the Second Amended and
Restated Certificate of Incorporation of the Company (the "Certificate") and to
the Amended and Restated By-laws of the Company (the "By-laws"), copies of which
are available as described under "Available Information."
COMMON STOCK
The powers, preferences and rights of the Class A Common Stock, and the
qualifications, limitations and restrictions thereof, are in all respects
identical to those of the Class B Common Stock, except for voting and conversion
rights. The Class B Common Stock was issued to comply with certain regulatory
requirements imposed upon stockholders that are affiliates of insurance
institutions.
Each holder of Class A Common Stock is entitled to one vote per share owned
of record on the applicable record date on all matters presented to a vote of
the stockholders, including the election of certain directors. See
"Management -- Composition of Board of Directors" and "Preferred Stock." Except
as may otherwise be required by the Delaware General Corporation Law and the
Certificate, the holders of Class B Common Stock are not entitled to vote on any
matters to be voted on by the stockholders of the Company.
The Class B Common Stock is convertible into Class A Common Stock on a
one-for-one basis (1) automatically upon the closing of an underwritten public
offering pursuant to an effective registration statement under the Securities
Act, and (2) at the request of a third party transferee under certain
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circumstances. In case of any merger or consolidation of the Company with any
other entity as a result of which the holders of Class A Common Stock are
entitled to receive cash, property, stock or other securities with respect to or
in exchange for their Class A Common Stock, or in case of any sale or conveyance
of all or substantially all of the assets of the Company, the holders of each
share of Class B Common Stock have the right thereafter to convert such share of
Class B Common Stock into the kind and amount of cash, property, stock or other
securities receivable upon such consolidation, merger, sale or conveyance by a
holder of one share of Class A Common Stock.
Subject to the rights of the holders of any outstanding Preferred Stock,
each holder of Common Stock is entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor. Upon
liquidation or dissolution of the Company, each holder of Common Stock will be
entitled to share pro rata in any distribution of the Company's assets after the
payment of all debts and other liabilities, subject to the rights of the holders
of any outstanding Preferred Stock.
The holders of the Class A and Class B Common Stock have no preemptive
rights to purchase or subscribe for any stock or other securities and there are
no conversion rights (other than as stated herein) or redemption or sinking fund
provisions with respect to such stock.
All outstanding shares of Common Stock are, and when issued the shares of
Class A Common Stock offered hereby will be, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors has the authority (without action by the
stockholders) to issue the authorized and unissued Preferred Stock in one or
more additional series, to designate the number of shares constituting any such
series, and to fix, by resolution, the preferences, rights, privileges,
restrictions and other rights thereof, including voting rights, liquidation
preferences, dividend rights and conversion and redemption rights of such
series. Under certain circumstances, the Company could issue this Preferred
Stock as a method of discouraging, delaying or preventing a change of control of
the Company. The Company does not currently intend to issue any additional
shares of Preferred Stock except as described in this Prospectus.
Concurrently with the closing of the Offering and pursuant to the Preferred
Stock Redemption, the Company will (1) redeem all of the outstanding shares of
Series A Preferred Stock, 351 of the 702 outstanding shares of Series B
Preferred Stock and seven of the 1,189 outstanding shares of Series C Preferred
Stock, and (2) exchange the remaining outstanding shares of Series B and Series
C Preferred Stock for an equal number of shares of Series D Preferred Stock. As
a result of the Preferred Stock Redemption, all redeemed or exchanged shares of
Series A, Series B and Series C Preferred Stock will be cancelled and
permanently retired. See "Certain Transactions -- Transactions Concurrent with
the Offering."
The following is a description of the terms of the Series D Preferred
Stock:
- Dividends on the Series D Preferred Stock are cumulative and accrue at
the rate of 9.8% per annum, payable quarterly.
- The holders of the Series D Preferred Stock have the right to elect a
majority of the members of the Board of Directors and to vote separately
as a class on any proposal to effect a fundamental corporate change (such
as a merger, consolidation, recapitalization or sale of all or
substantially all of the assets of the Company) that is submitted to the
stockholders of the Company for a vote. The voting rights of the shares
of Series D Preferred Stock will terminate: (1) as to any of the Harbert,
Weinberg or Krantz family groups owning such shares on the date of
consummation of the Offering (each, a "Family Group") in the event that
such Family Group sells or otherwise ceases to control more than 50% of
the total number of shares of Class A Common Stock owned by it on the
date of consummation of the Offering, as adjusted; (2) as to all of such
shares upon the earlier to occur of (a) the date of death of the last to
die of Mr. Harbert, his son (Carl J. Harbert, II), Mr. Weinberg or his
son (Ronald E. Weinberg, Jr.) or (b) the date that both the Harbert and
Weinberg Family Groups sell or cease to control more than 50% of the
total number
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of shares of Class A Common Stock owned by them on the date of
consummation of the Offering, as adjusted; and (3) as to any of the
Family Groups in the event of the breach by such Family Group of the
restrictions on transfer of the Series D Preferred Stock described below.
See "Management -- Composition of Board of Directors" and "Anti-Takeover
Effects of the Company's Governing Documents."
- Shares of Series D Preferred Stock may only be sold or transferred
between any of the Family Groups or any of the members of such Family
Groups. Any Family Group that sells or transfers shares in violation of
such transfer restrictions and any transferee receiving such shares will
not be entitled to vote its shares of Series D Preferred Stock.
- The Company may, either (1) with the consent of all holders of the Series
D Preferred Stock for as long as they have the voting rights described
above, or (2) without the consent of such holders following the
termination of such voting rights, redeem all of the outstanding shares
of Series D Preferred Stock, provided the Company is not in default in
the payment of any dividends on such series of Preferred Stock then
outstanding, for $1,000 per share plus all accrued and unpaid dividends
to the date of redemption.
- Each share of Series D Preferred Stock is entitled to a liquidation
preference equal to $1,000 per share plus any accrued and unpaid
dividends thereon after payment of all debts and other liabilities of the
Company and before any payment or distribution is made on the Common
Stock (or any other subordinate class or series of stock of the Company).
The holders of the Series D Preferred Stock have no preemptive rights to
purchase or subscribe for any stock or other securities and there are no
conversion rights or sinking fund provisions with respect to such stock.
The Series D Preferred Stock is not listed or quoted on any stock
exchange or market.
In addition, the Board of Directors has authorized the issuance of up to
100,000 shares of Series E Preferred Stock in connection with the Rights
Agreement. For a description of the Rights Agreement and the terms of the Series
E Preferred Stock, see "Rights Agreement."
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Generally, Section 203 of the Delaware General Corporation Law prohibits a
publicly-held Delaware corporation from engaging in a broad range of "business
combinations" with an "interested stockholder" (defined generally as a person
owning 15% of more of a corporation's outstanding voting stock) for three years
following the date such person became an interested stockholder unless: (1)
before the person becomes an interested stockholder, the board of directors of
the corporation approves either the transaction resulting in such person
becoming an interested stockholder or the business combination; (2) upon
consummation of the transaction that resulted in the person becoming an
interested stockholder, the interested stockholder owns 85% or more of the
outstanding voting stock of the corporation (excluding shares owned by directors
who are also officers of the corporation or shares held by employee stock plans
that do not provide employees with the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer);
or (3) following the date on which such person became an interested stockholder,
the business combination is approved by the board of directors of the
corporation and authorized at an annual or special meeting of the stockholders,
and not by written consent, by the affirmative vote of at least two-thirds of
the corporation's outstanding voting stock, excluding shares owned by the
interested stockholder. In the Certificate, the Company has opted to be governed
by the foregoing provisions of Section 203.
ANTI-TAKEOVER EFFECTS OF THE COMPANY'S GOVERNING DOCUMENTS
Certain provisions of the Certificate and By-laws of the Company may be
deemed to have an anti-takeover effect and may delay, discourage or prevent a
change of control of the Company. In addition to the ability of the Board of
Directors to issue Preferred Stock, these provisions include the following:
Vacancies on Board of Directors. The Certificate provides that, subject to
the terms of the Preferred Stock, only the Board of Directors may fill vacant
directorships. As a result, a stockholder
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interested in gaining control of the Company will be precluded from removing
incumbent directors and simultaneously gaining control of the Board of Directors
by filling the vacancies created by such removal with its own nominees.
Special Meetings of Stockholders. The Certificate provides that special
meetings of stockholders of the Company may be called only by a majority of the
Board of Directors, the Chairman or Vice-Chairman of the Board or holders of at
least 25% of the shares of the Company entitled to vote. This provision will
make it more difficult for stockholders to take actions opposed by the Board of
Directors.
Elimination of Actions by Written Consent. The Certificate provides that
stockholder action can be taken only at an annual or special meeting of
stockholders and cannot be taken by written consent in lieu of a meeting.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The By-laws provide that stockholders seeking to bring business
before an annual or special meeting of stockholders, or to nominate candidates
for election as directors at an annual or special meeting of stockholders, must
give the Company not less than 60 days nor more than 90 days prior notice of
such intent; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, such stockholder must give the Company notice of its proposal or
nomination in compliance with the provisions of the By-laws no later than the
close of business on the tenth day following the notice of the meeting; and
provided further that in the event Rule 14a-8, as amended from time to time,
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires notice of a stockholders' proposal to be received by the Company more
than 90 days prior to the meeting, such longer notice period shall control.
These provisions may preclude some stockholders from bringing matters before the
stockholders at an annual or special meeting or from making nominations for
directors at an annual or special meeting.
None of the foregoing provisions may be amended or repealed except by an
affirmative vote of the holders of at least two-thirds of the outstanding shares
of voting stock of the Company.
RIGHTS AGREEMENT
Adoption of Rights Agreement. On November 13, 1997, the Board of Directors
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of Common Stock. The dividend is payable to the stockholders
of record as of 5:00 P.M., Cleveland, Ohio time, on January 16, 1998 (the
"Effective Date"), and with respect to Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to Common Stock issued after the Distribution Date. Except as set forth below,
each Right, when it becomes exercisable, entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series E Preferred
Stock (the "Preferred Shares") at a price of $70.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, dated as of January
16, 1998 (the "Rights Agreement"), between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
The following summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
(a copy of which is available as described under "Available Information"),
including the definitions therein of certain terms used in the foregoing
description.
Issue of Right Certificates. The Rights are attached to all certificates
representing outstanding Common Stock, and no separate Right Certificates (as
defined below) have been distributed. The Rights will separate from the Common
Stock on the earliest to occur of (1) the first date of public announcement that
any person or entity, alone or together with its affiliates and associates (a
"Person"), other than those that are Exempt Persons (as defined below), has
acquired beneficial ownership of 15% or more of the outstanding Class A Common
Stock (other than pursuant to certain permitted offers), or (2) the close of
business on the tenth business day (or such later date as the Board of Directors
of the
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Company may determine) following the commencement of, or first public
announcement of an intention to commence, a tender or exchange offer the
consummation of which would result in any Person becoming an Acquiring Person
(as defined below), including, in the case of both clauses (1) and (2) above,
any such date which is after the date of the Rights Agreement and prior to the
issuance of the Rights (the earliest of such dates being called the
"Distribution Date"). Any Person whose acquisition of Common Stock causes a
Distribution Date pursuant to clause (1) above is an "Acquiring Person." The
first date of public announcement that a Person has become an Acquiring Person
is the "Shares Acquisition Date." For purposes of the Rights Agreement, the
definition of Acquiring Person excludes certain Persons (the "Exempt Persons"),
including Mr. Harbert, Mr. Weinberg and their respective affiliates and
associates.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Stock. Until the Distribution
Date (or earlier redemption, exchange, or expiration of the Rights), new Common
Stock certificates issued after the Effective Date upon transfer or new issuance
of Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption, exchange, or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Effective Date will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As promptly as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date (and to each initial record holder of certain Common Stock
issued after the Distribution Date), and such separate Right Certificates alone
will evidence the Rights.
Exercise and Expiration of Rights. The Rights are not exercisable until
the Distribution Date and will expire at 5:00 P.M., Cleveland, Ohio time, on
January 16, 2008, unless earlier redeemed or exchanged by the Company as
described below. Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Flip-In Provision. In the event that any Person, other than those that are
Exempt Persons, becomes an Acquiring Person other than pursuant to certain
permitted offers, each holder of a Right will have (subject to the terms of the
Rights Agreement) the right to receive upon exercise the number of shares of
Common Stock, or, in the discretion of the Board of Directors, the number of one
one-thousandths of a Preferred Share (or, in certain circumstances, other
securities of the Company) determined in accordance with a formula based on the
then Purchase Price divided by 50% of the then current per share market price of
the Class A Common Stock (the "Flip-In Right"). Notwithstanding the foregoing,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void.
Flip-Over Provision. In the event that, at any time following the Shares
Acquisition Date, (1) the Company is acquired in a merger or other business
combination transaction in which the holders of all of the outstanding Common
Stock immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, or (2) more than 50%
of the Company's assets or earning power is sold or transferred, in either case
with or to an Acquiring Person or any affiliate or associate thereof, or any
other person in which such Acquiring Person, affiliate or associate has an
interest, or any Person acting on behalf of or in concert with such Acquiring
Person, affiliate or associate, or, if in such transaction all holders of Common
Stock are not treated alike, then each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
(the "Flip-Over Right") to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company or the Company, as the case may be, having a value
determined in accordance with a formula based on the then Purchase Price divided
by 50% of the then current per share market price of the common stock of such
acquiring company. The holder of a Right will continue to have the Flip-Over
Right whether or not such holder exercises or surrenders the Flip-In Right.
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<PAGE> 63
Adjustment of Purchase Price. The Purchase Price payable, and the number
of one one-thousandths of a Preferred Share or other securities issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (1) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Shares, (2) upon the grant to holders of
the Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares or (3) upon the distribution to holders of the Preferred Shares
of evidences of indebtedness or assets (excluding regular quarterly cash
dividends or a dividend payable in preferred shares) or of subscription rights
or warrants (other than "equivalent preferred shares," as defined in the Rights
Agreement). The Purchase Price is also subject to adjustment in the event of a
stock split of the Common Stock, or a stock dividend on the Common Stock payable
in Common Stock, or subdivisions, consolidations or combinations of the Common
Stock occurring, in any such case, prior to the Distribution Date.
Redemption of Rights. At any time prior to the earlier to occur of either
(1) a Person becoming an Acquiring Person or (2) the expiration of the Rights,
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right (the "Redemption Price"), which redemption shall be effective upon the
action of the Board of Directors. The Company may at its option pay the
Redemption Price in cash or Common Stock. Additionally, the Company may redeem
the then outstanding Rights in whole, but not in part, at the Redemption Price
after a Shares Acquisition Date and before the expiration of any period during
which the Flip-Over Right may be exercised in connection with a merger or other
business combination transaction or series of transactions involving the Company
in which all holders of Common Stock are treated alike but not involving (other
than as a holder of Common Stock being treated like all other such holders) any
Person acting directly or indirectly on behalf of, or in concert with, any
Acquiring Person, or its affiliates or associates. The Board of Directors may
only redeem Rights if a majority of the Disinterested Directors (as defined in
the Rights Agreement) authorizes such redemption. Upon the effective date of the
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
Exchange of Rights. At any time after a Person becomes an Acquiring Person
but before such Acquiring Person, together with all affiliates and associates
thereof, becomes the "Beneficial Owner" (defined in the Rights Agreement) of 50%
or more of the Common Stock then outstanding, the Company may, at its option,
exchange all or part of the then outstanding and exercisable Rights (other than
those owned by the Acquiring Person, together with any affiliates and associates
of such Acquiring Person, which have become null and void) at an exchange ratio
of one share of Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction involving either the Common
Stock or the Preferred Shares occurring after the date of the Rights Agreement
(the "Exchange Ratio"). The Board of Directors may only exchange Rights if a
majority of the Disinterested Directors authorizes such exchange. Immediately
upon the action of the Board of Directors ordering the exchange of any Rights
and without any further action and without any notice, the right to exercise
such rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Common Stock equal to the
number of such rights held by such holder multiplied by the Exchange Ratio.
Amendment of Rights Agreement. Prior to the Distribution Date, the Company
may supplement or amend any provision of the Rights Agreement without the
approval of the holders of Common Stock. From and after the Distribution Date,
the Company generally may supplement or amend the Rights Agreement without the
approval of the holders of Right Certificates in order (1) to cure any
ambiguity, (2) to correct or supplement any provision which may be defective or
inconsistent with any other provisions, (3) to shorten or lengthen any time
period or (4) to change or supplement the provisions in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Right Certificates (other than an Acquiring Person
or an affiliate or associate of an Acquiring Person). The Company may not
supplement or amend any provision of the
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<PAGE> 64
Rights Agreement unless a majority of the Disinterested Directors authorizes
such supplement or amendment.
Anti-Takeover Effects of Rights. The Rights have certain anti-takeover
effects. If triggered, the Rights would cause substantial dilution to an
Acquiring Person that acquires more than 15% of the Class A Common Stock on
terms not approved by a majority of the Disinterested Directors. The Rights
could discourage or make more difficult a merger, tender offer or similar
transaction. However, the Rights should not interfere with any merger or other
business combination approved by a majority of the Disinterested Directors prior
to the time an Acquiring Person becomes such, because until such time the Rights
may be redeemed by the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate provides that directors and officers shall be indemnified
against liabilities arising from their service as directors or officers to the
fullest extent permitted by law, including payment in advance of a final
disposition of a director's or officer's expenses and attorneys' fees incurred
in defending any action, suit or proceeding. Except in the case of an action,
suit or proceeding brought by or in the right of the Company against an officer
or director, a court must approve such indemnification if the officer or
director is adjudged liable. Presently, the Delaware General Corporation Law
provides that to be entitled to indemnification an individual must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
Company's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Delaware law permits a corporation to purchase and maintain insurance or
furnish similar protection on behalf of any officer or director against any
liability asserted against him and incurred by him in his capacity, or arising
out of the status, as an officer or director, whether or not the corporation
would have the power to indemnify him against such liability under the Delaware
General Corporation Law. The Company maintains a directors' and officers'
liability insurance policy.
At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any director or officer.
LIMITATION ON DIRECTOR LIABILITY
The Certificate also provides that, to the fullest extent permitted by the
Delaware General Corporation Law, a director of the Company shall not be liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director. This provision presently limits a director's liability
except where a director (1) breaches his or her duty of loyalty to the Company
or its stockholders, (2) fails to act in good faith or engages in intentional
misconduct or a knowing violation of law, (3) authorizes payment of an unlawful
dividend or stock repurchase or redemption or (4) obtains an improper personal
benefit.
This provision is consistent with Section 102(b)(7) of the Delaware General
Corporation Law, which is designed, among other things, to encourage qualified
individuals to serve as directors of Delaware corporations. The Company believes
this provision will assist it in maintaining and securing the services of
qualified directors who are not employees of the Company. This provision has no
effect on the availability of non-monetary equitable remedies, such as
injunction or rescission. If equitable remedies are found not to be available to
stockholders for any particular case, stockholders may not have any effective
remedy against actions taken by directors that constitute negligence or gross
negligence.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Class A Common Stock is
Continental Stock Transfer & Trust Company, New York, New York.
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<PAGE> 65
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have 9,187,750 shares of
Class A Common Stock and no shares of Class B Common Stock outstanding. Of these
shares, 5,135,000 shares of Class A Common Stock sold in the Offering will be
freely tradeable without restriction (except as to affiliates of the Company) or
registration under the Securities Act. The remaining 4,052,750 outstanding
shares of Class A Common Stock held by existing stockholders of the Company will
be "restricted securities" within the meaning of Rule 144 under the Securities
Act ("Rule 144"). Of those shares, 48,554 shares held by non-affiliates of the
Company are available for immediate sale in the public market subject to the
limitations of Rule 144. All of the Company's directors, executive officers and
significant employees who held Class A Common Stock prior to the Offering and
certain of the Selling Stockholders have agreed that for a period of 180 days
after the date of this Prospectus they will not, without the prior written
consent of Schroder & Co. Inc., offer, sell or otherwise dispose of any shares
of Class A Common Stock. Given these contractual restrictions, beginning 180
days after the date of this Prospectus, 4,004,196 of such shares would be
available for immediate sale in the public market subject to the limitations of
Rule 144. In addition, a substantial number of shares of Class A Common Stock
issuable upon exercise of options granted pursuant to the 1997 Plan will become
eligible for future sale in the public market at prescribed times. See
"Management -- Stock Option Plan."
In general, under Rule 144 as currently in effect, if one year has elapsed
since the later of the date of acquisition of restricted shares from the Company
or any "affiliate" of the Company, as that term is defined under the Securities
Act, the acquiror or subsequent holder is entitled to sell within any three-
month period a number of shares that does not exceed the greater of 1% of the
then outstanding shares of the Company's Class A Common Stock (approximately
91,878 shares immediately after the Offering) or the average weekly trading
volume of the Class A Common Stock on the New York Stock Exchange during the
four calendar weeks preceding the date on which notice of the sale is filed with
the Securities and Exchange Commission, Washington, D.C. (the "Commission").
Sales under Rule 144 are also subject to certain manner of sales provisions,
notice requirements and the availability of current public information about the
Company. If two years have elapsed since the later of the date of acquisition of
restricted shares from the Company or from any affiliate of the Company, and the
acquiror or subsequent holder thereof is deemed not to have been an affiliate of
the Company at any time during the 90 days preceding a sale, such person would
be entitled to sell such shares in the public market under Rule 144 without
regard to the volume limitations, manner of sale provisions, public information
requirements or notice requirements.
The Company intends to file a registration statement on Form S-8 under the
Securities Act to register an aggregate of 700,000 shares of Class A Common
Stock reserved for issuance under the 1997 Plan. The registration statement is
expected to be filed and to become effective within 180 days following the date
of this Prospectus. Shares of Common Stock issued upon exercise of options
granted under the 1997 Plan after the effective date of such registration
statement will be eligible for sale in the public market subject to the
contractual restrictions described above and, in the case of options exercised
by affiliates, the Rule 144 volume limitations applicable to affiliates.
Since there has been no public market for shares of Class A Common Stock of
the Company, the Company is unable to predict the effect, if any, that sales
made under Rule 144, pursuant to future registration statements, or otherwise,
may have on any then prevailing market price of the Class A Common Stock.
Nevertheless, sales of a substantial amount of the Class A Common Stock in the
public market could adversely affect market prices, as well as the Company's
ability to raise additional capital through an offering of securities.
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<PAGE> 66
UNDERWRITING
The Underwriters named below have severally agreed, subject to certain
conditions, to purchase from the Company and the Selling Stockholders the
aggregate number of shares of Class A Common Stock set forth opposite their
respective names:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
----------------------------------------------------------------- ---------
<S> <C>
Schroder & Co. Inc. .............................................
Donaldson, Lufkin & Jenrette Securities Corporation..............
McDonald & Company Securities, Inc. .............................
---------
Total.................................................. 5,135,000
=========
</TABLE>
The Underwriting Agreement provides that the Underwriters are obligated to
purchase all of the 5,135,000 shares of Class A Common Stock offered hereby, if
any are purchased. The Representatives have advised the Company and the Selling
Stockholders that the Underwriters propose to offer the shares to the public
initially at the public offering price set forth on the cover page of this
Prospectus; that the Underwriters propose initially to offer a concession not in
excess of $ per share to certain dealers, including the Underwriters;
that the Underwriters and such dealers may initially allow a discount not in
excess of $ per share to other dealers; and that the public offering
price and the concession and discount to dealers may be changed by the
Representatives after the commencement of the Offering.
Certain of the Selling Stockholders have granted to the Underwriters
options expiring at the close of business on the 30th day after the date of the
Underwriting Agreement, to purchase up to an aggregate of 770,250 additional
shares of Class A Common Stock, at the public offering price less underwriting
discounts and commissions, all as set forth on the cover page of this
Prospectus. The Underwriters may exercise the options only to cover
over-allotments, if any. To the extent that the Underwriters exercise these
options, each Underwriter will be committed, subject to certain conditions, to
purchase a number of the additional shares proportionate to such Underwriter's
initial commitment.
The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against liabilities, including liabilities under the
Securities Act.
The Company and all its directors, executive officers and significant
employees who held Class A Common Stock prior to the Offering and certain of the
Selling Stockholders have agreed not to offer to sell, grant any option to
purchase or otherwise dispose of any shares of Class A Common Stock held by them
for a period of 180 days after the date of this Prospectus, without the prior
written consent of Schroder & Co. Inc. See "Shares Eligible for Future Sale."
The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to accounts over which they exercise discretionary
authority.
The Class A Common Stock has been approved for listing on the New York
Stock Exchange under the symbol HWK. The Underwriters have advised the New York
Stock Exchange that the minimum distribution, issuance and aggregate market
value requirements for listing on the New York Stock Exchange will be achieved
in the Offering.
The Representatives have advised the Company that, pursuant to Regulation M
under the Exchange Act, certain persons participating in the Offering may engage
in transactions, including over-allotments, stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, that may have the effect of
stabilizing or maintaining the market price of the Class A Common Stock at a
level above that which might otherwise prevail in the open market. An
"over-allotment" refers to the Under-
65
<PAGE> 67
writers' sale of more shares of Class A Common Stock than they are required to
purchase from the Company and the Selling Stockholders in the Offering, thereby
creating a short position in the Class A Common Stock for the account of the
Underwriters. A "stabilizing bid" is a bid for or the purchase of Common Stock
on behalf of the Underwriters for the purpose of fixing or maintaining the
market price of the Class A Common Stock. A "syndicate covering transaction" is
a bid for or the purchase of Class A Common Stock on behalf of the Underwriters
to reduce a short position incurred by the Underwriters in connection with the
Offering. A "penalty bid" is an arrangement permitting the Representatives to
reclaim the selling concession otherwise accruing to an Underwriter or syndicate
member in connection with the Offering if the shares of Class A Common Stock
originally sold by such Underwriter or syndicate member are purchased by the
Representatives in a syndicate covering transaction and therefore have not been
effectively placed by such Underwriter or syndicate member. The Representatives
have advised the Company that such transactions may be effected on the New York
Stock Exchange or otherwise and, if commenced, may be discontinued at any time.
Prior to the Offering, there has been no public market for the Class A
Common Stock. The public offering price will be negotiated between the Company
and the Representatives. Among the factors to be considered in determining the
public offering price, in addition to prevailing market conditions, will be the
Company's historical performance, estimates of the business potential and
earnings prospects of the Company, an assessment of the Company's management and
the consideration of the above factors in relation to market valuation of
companies in related business.
Schroder & Co. Inc. and McDonald & Co. Securities, Inc. acted as placement
agents for the Senior Notes and received customary compensation.
LEGAL MATTERS
Certain legal matters with respect to the Class A Common Stock will be
passed upon for the Company by Kohrman Jackson & Krantz P.L.L., Cleveland, Ohio.
Byron S. Krantz, a partner in Kohrman Jackson & Krantz P.L.L., owns 270,972
shares of Class A Common Stock and 152 shares of Series D Preferred Stock, has
been granted an option to purchase 5,000 shares of Class A Common Stock pursuant
to the 1997 Plan and is the Secretary and a Director of the Company. Marc C.
Krantz, a son of Byron S. Krantz and a partner in Kohrman Jackson & Krantz
P.L.L., is the Assistant Secretary of the Company. The Company paid legal fees
to Kohrman Jackson & Krantz P.L.L. in 1996 of $469,000 for services in
connection with a variety of matters, including the registration, sale and
exchange of the Senior Notes and the Hawk Controlling Stockholder Merger.
Certain legal matters will be passed upon for the Underwriters by Arter & Hadden
LLP, Cleveland, Ohio.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
as of September 30, 1997, December 31, 1996 and 1995 and for the nine months
ended September 30, 1997 and for each of the three years in the period ended
December 31, 1996, appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report appearing elsewhere herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The financial statements of Helco, Inc. as of June 30, 1994, and the
related statements of income, stockholder's equity and cash flows for the year
then ended included in this Prospectus have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements of SKW and subsidiaries as of
December 31, 1994 and 1993, and for each of the two years in the period ended
December 31, 1994, and for the statements of operations and cash flows for the
six month period ended June 30, 1995, appearing in this Prospectus
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<PAGE> 68
and Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report appearing elsewhere herein, and are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
The balance sheets of Houghton Acquisition Corporation d/b/a Hutchinson
Foundry Products Company as of December 31, 1996 and 1995 and the related
statements of income, stockholders' equity (deficit) and cash flows for the
years ended December 31, 1996, 1995 and 1994 included in this Prospectus have
been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth
in their report thereon appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Sinterloy Inc. as of December 31, 1996 and
1995, and the related statements of income, stockholder's equity and cash flows
for the years then ended included in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
The Company is currently subject to certain of the informational
requirements of the Exchange Act, and in accordance therewith and the terms of
the Senior Note Indenture, files reports, statements, and other information with
the Commission. Such reports, statements and other information filed by the
Company may be inspected and copied at the Commission's principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and the Commission's
Regional Offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of all or any part thereof may be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 upon payment of fees prescribed by the Commission. In addition, the
Commission maintains a Web site at http://www.sec.gov containing reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission, including the Company.
The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, exhibits, schedules and supplements thereto,
the "Registration Statement") under the Securities Act with respect to the
Offering. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference to such exhibit. For further information with
respect to the Company and the Offering, reference is made to the Registration
Statement, which may be inspected at the office of the Commission without charge
and copies of which may be obtained from and upon request of the Commission and
payment of the prescribed fee.
REPORTS TO HOLDERS OF CLASS A COMMON STOCK
The Company intends to distribute to its stockholders annual reports
containing financial statements audited by its independent auditors and will
make available copies of quarterly reports for the first three quarters of each
fiscal year containing unaudited financial information.
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<PAGE> 70
HAWK CORPORATION
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HAWK CORPORATION
Report of Independent Auditors....................................................... F-3
Consolidated Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997.. F-4
Consolidated Statements of Operations for the years ended December 31, 1994, 1995 and
1996 and for the nine months ended September 30, 1996 (unaudited) and 1997......... F-6
Consolidated Statements of Shareholders' Equity (Deficit) for the years ended
December 31, 1994, 1995 and 1996 and for the nine months ended September 30,
1997............................................................................... F-7
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and
1996 and for the nine months ended September 30, 1996 (unaudited) and 1997......... F-8
Notes to Consolidated Financial Statements........................................... F-10
HELCO, INC.
Report of Independent Auditors....................................................... F-31
Balance Sheet as of June 30, 1994.................................................... F-32
Statement of Income for the year ended June 30, 1994................................. F-33
Statement of Shareholder's Equity for the year ended June 30, 1994................... F-34
Statement of Cash Flows for the year ended June 30, 1994............................. F-35
Notes to Financial Statements........................................................ F-36
S.K. WELLMAN LIMITED, INC.
Report of Independent Auditors....................................................... F-39
Consolidated Balance Sheets as of December 31, 1993 and 1994......................... F-40
Consolidated Statements of Operations for the years ended December 31, 1993 and 1994
and the six months ended June 30, 1995............................................. F-41
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1993
and 1994........................................................................... F-42
Consolidated Statements of Cash Flows for the years ended December 31, 1993 and 1994,
and the six months ended June 30, 1995............................................. F-43
Notes to Consolidated Financial Statements........................................... F-44
HOUGHTON ACQUISITION CORPORATION D/B/A HUTCHINSON FOUNDRY PRODUCTS COMPANY
Report of Independent Accountants.................................................... F-51
Balance Sheets as of December 31, 1995 and 1996...................................... F-52
Statements of Income for the years ended December 31, 1994, 1995 and 1996............ F-53
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1994,
1995 and 1996...................................................................... F-54
Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996........ F-55
Notes to Financial Statements........................................................ F-56
SINTERLOY, INC.
Report of Independent Auditors....................................................... F-64
Balance Sheets as of December 31, 1995, 1996 and June 30, 1997 (unaudited)........... F-65
Statements of Income for the years ended December 31, 1995 and 1996 and six months
ended June 30, 1997 (unaudited).................................................... F-66
Statements of Shareholder's Equity for the years ended December 31, 1995 and 1996 and
six months ended June 30, 1997 (unaudited)......................................... F-67
Statements of Cash Flows for the years ended December 31, 1995 and 1996 and six
months ended June 30, 1997 (unaudited)............................................. F-68
Notes to Financial Statements........................................................ F-69
</TABLE>
F-1
<PAGE> 71
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<PAGE> 72
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
Hawk Corporation
We have audited the accompanying consolidated balance sheets of Hawk
Corporation and subsidiaries as of September 30, 1997 and December 31, 1996 and
1995 and the related consolidated statements of operations, shareholders'
equity, and cash flows for the nine months ended September 30, 1997 and for each
of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Hawk
Corporation and subsidiaries at September 30, 1997 and December 31, 1996 and
1995, and the consolidated results of their operations and their cash flows for
the nine months ended September 30, 1997 and for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
Cleveland, Ohio
December 19, 1997, except for Note N,
as to which the date is January , 1998
The foregoing report is in the form that will be signed upon the completion
of the increase in authorized shares and the stock split described in Note N to
the financial statements.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
January 7, 1998
F-3
<PAGE> 73
HAWK CORPORATION
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- SEPTEMBER 30,
1995 1996 1997
-------- -------- -------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................ $ 771 $ 25,774 $ 3,629
Accounts receivable, less allowance of $276 in 1995, $182
in 1996 and $216 in 1997.............................. 17,307 16,783 24,962
Inventories:
Raw materials and work-in-process..................... 14,575 16,707 18,102
Finished products..................................... 5,530 4,157 4,465
-------- -------- ---------
20,105 20,864 22,567
Deferred income taxes.................................... 1,042 2,432 1,283
Other current assets..................................... 1,189 935 1,703
-------- -------- ---------
Total current assets................................ 40,414 66,788 54,144
PROPERTY, PLANT AND EQUIPMENT:
Land..................................................... 1,080 1,080 1,218
Buildings and improvements............................... 6,619 7,615 10,283
Machinery and equipment.................................. 38,990 45,766 57,012
Furniture and fixtures................................... 1,118 1,611 1,988
Construction in progress................................. 653 2,825 808
-------- -------- ---------
48,460 58,897 71,309
Less accumulated depreciation............................ 9,000 14,755 19,346
-------- -------- ---------
Total property, plant and equipment................. 39,460 44,142 51,963
OTHER ASSETS:
Intangible assets........................................ 39,821 39,939 56,569
Net assets held for sale................................. 3,604 3,604 3,604
Shareholder notes........................................ 2,000 1,838 1,675
Other.................................................... 2,120 2,130 2,260
-------- -------- ---------
Total other assets.................................. 47,545 47,511 64,108
-------- -------- ---------
TOTAL ASSETS............................................... $127,419 $158,441 $ 170,215
======== ======== =========
</TABLE>
F-4
<PAGE> 74
HAWK CORPORATION
CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
PRO FORMA
DECEMBER 31, DETACHABLE STOCK
-------------------- SEPTEMBER 30, WARRANTS AND
1995 1996 1997 SHAREHOLDERS' EQUITY(1)
-------- -------- ------------- -----------------------
(UNAUDITED)
<S> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES:
Accounts payable........................... $ 8,488 $ 8,194 $ 11,878
Accrued compensation....................... 7,364 6,775 7,206
Other accrued expenses..................... 3,537 2,405 4,860
Current portion of long-term debt.......... 5,460 714 1,595
-------- -------- --------
Total current liabilities........... 24,849 18,088 25,539
LONG-TERM LIABILITIES:
Long-term debt............................. 89,446 128,469 129,701
Deferred income taxes...................... 2,348 4,090 5,065
Other...................................... 2,228 2,004 2,058
-------- -------- --------
Total long-term liabilities......... 94,022 134,563 136,824
DETACHABLE STOCK WARRANTS, SUBJECT TO PUT
OPTION..................................... 4,600 4,600 9,300 $
SHAREHOLDERS' EQUITY (DEFICIT):
Series A preferred stock, $.01 par value
and an aggregate liquidation value of
$2,625, plus any accrued and unpaid
dividends, with 10% cumulative dividend
(2,625 shares authorized, 1,375 shares
issued and outstanding); Series B
preferred stock, $.01 par value and an
aggregate liquidation value of $702, plus
any accrued and unpaid dividends, with 9%
cumulative dividend (702 shares
authorized, issued and outstanding);
Series C preferred stock, $.01 par value
and an aggregate liquidation value of
$1,190, plus any accrued and unpaid
dividends with 10% cumulative dividend
(1,190 shares authorized, issued and
outstanding)............................. 1 1 1
Series D preferred stock, $.01 par value
and an aggregate liquidation value of
$1,530, plus any accrued and unpaid
dividends with 9.8% cumulative dividend
(1,530 shares authorized, issued and
outstanding)............................. 1
Class A common stock, $.01 par value;
75,000,000 shares authorized, 4,663,957
issued and outstanding................... 14 14 14 14
Class B common stock, $.01 par value,
10,000,000 shares authorized, none issued
or outstanding........................... 3
Additional paid-in capital................. 1,724 1,964 1,964 207
Retained earnings (deficit)................ 2,330 (974) (2,653) 3,509
Other equity adjustments................... (121) 185 (774) (774)
-------- -------- -------- ------
Total shareholders' equity
(deficit)......................... 3,948 1,190 (1,448) $ 2,960
======
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT).................................. $127,419 $158,441 $ 170,215
======== ======== ========
</TABLE>
(1) The Unaudited Pro Forma Detachable Stock Warrants and Shareholders' Equity
above gives effect to the exchange of the detachable stock warrants, subject
to put option, for 1,023,793 shares of Class B Common Stock; and the
redemption of all 1,375 outstanding shares of Series A Preferred Stock, 351
of the outstanding shares of Series B Preferred Stock and seven of the
outstanding shares of Series C Preferred Stock, together with accrued and
unpaid dividends thereon.
See notes to consolidated financial statements.
F-5
<PAGE> 75
HAWK CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------- ---------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales.......................... $ 41,395 $ 84,643 $ 123,997 $ 93,672 $ 116,362
Cost of sales...................... 26,771 61,164 91,884 69,023 82,940
--------- --------- --------- --------- ---------
Gross profit....................... 14,624 23,479 32,113 24,649 33,422
Expenses:
Selling, technical and
administrative expenses....... 6,294 11,575 15,468 11,612 14,241
Amortization of intangibles...... 954 1,924 2,806 2,408 2,575
Plant consolidation expense...... 4,028 3,749 50
--------- --------- --------- --------- ---------
Total expenses..................... 7,248 13,499 22,302 17,769 16,866
--------- --------- --------- --------- ---------
Income from operations............. 7,376 9,980 9,811 6,880 16,556
Interest expense................... 3,267 7,323 10,648 7,321 10,639
Other (income) expense, net........ (234) (130) 256 55 122
--------- --------- --------- --------- ---------
Income (loss) before income taxes,
minority interest and
extraordinary item............... 4,343 2,787 (1,093) (496) 5,795
Income taxes....................... 1,845 1,593 789 863 2,534
Minority interest.................. 211 432
--------- --------- --------- --------- ---------
Income (loss) before extraordinary
item............................. 2,287 762 (1,882) (1,359) 3,261
Extraordinary item--write-off of
deferred financing costs, net of
$798 income taxes................ (1,196)
--------- --------- --------- --------- ---------
Net income (loss).................. $ 2,287 $ 762 $ (3,078) $ (1,359) $ 3,261
========= ========= ========= ========= =========
Preferred stock dividend
requirements..................... $ (294) $ (326) $ (226) $ (170) $ (240)
========= ========= ========= ========= =========
Income (loss) before extraordinary
item applicable to common
shareholders..................... $ 1,993 $ 436 $ (2,108) $ (1,529) $ 3,021
========= ========= ========= ========= =========
Net income (loss) applicable to
common shareholders.............. $ 1,993 $ 436 $ (3,304) $ (1,529) $ 3,021
========= ========= ========= ========= =========
Income (loss) before extraordinary
item per share applicable to
common shareholders.............. $ .54 $ .09 $ (.37) $ (.27) $ .53
========= ========= ========= ========= =========
Net income (loss) per share
applicable to common
shareholders..................... $ .54 $ .09 $ (.58) $ (.27) $ .53
========= ========= ========= ========= =========
Number of shares used to compute
per share data................... 3,658,518 4,968,171 5,687,750 5,687,750 5,687,750
========= ========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE> 76
HAWK CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON
PREFERRED COMMON COMMON STOCK
PREFERRED PREFERRED STOCK STOCK STOCK $.01 ADDITIONAL
STOCK STOCK $.01 PAR NO PAR $3 PAR PAR PAID-IN
10% 9% VALUE VALUE VALUE VALUE CAPITAL
--------- --------- --------- ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
January 1, 1994............................. $ 2,625 $ 377
Issuance of stock............................ $ 370 $ 158
Net income...................................
Preferred stock dividend.....................
------- ----- ----- ----- ----- ---- -------
Balance at
December 31, 1994........................... 2,625 370 377 158
Merger of Helsel and Hawk.................... (2,625) (370) $ 1 (377) (158) $ 14 $ 8,724
Net income...................................
Preferred stock dividend.....................
Purchase of warrants......................... (7,000)
Foreign currency translation adjustment......
Additional minimum pension liability.........
------- ----- ----- ----- ----- ---- -------
Balance at
December 31, 1995........................... 1 14 1,724
Merger of Hawk Holding Corp. and Hawk........ 240
Net loss.....................................
Preferred stock dividend.....................
Foreign currency translation adjustment......
Additional minimum pension liability.........
------- ----- ----- ----- ----- ---- -------
Balance at
December 31, 1996........................... 1 14 1,964
Adjustment to carrying value of detachable
warrants....................................
Net income...................................
Preferred stock dividend.....................
Foreign currency translation adjustment......
Minimum pension liability....................
------- ----- ----- ----- ----- ---- -------
Balance at September 30, 1997................ $ $ $ 1 $ $ $ 14 $ 1,964
======= ===== ===== ===== ===== ==== =======
<CAPTION>
RETAINED OTHER
EARNINGS EQUITY
(DEFICIT) ADJUSTMENTS TOTAL
-------- ----------- -------
<S> <C> <C> <C>
Balance at
January 1, 1994............................. $ 375 $ 3,377
Issuance of stock............................ 528
Net income................................... 2,287 2,287
Preferred stock dividend..................... (294) (294)
------- ------- -------
Balance at
December 31, 1994........................... 2,368 5,898
Merger of Helsel and Hawk.................... (474) 4,735
Net income................................... 762 762
Preferred stock dividend..................... (326) (326)
Purchase of warrants......................... (7,000)
Foreign currency translation adjustment...... $ 207 207
Additional minimum pension liability......... (328) (328)
------- ------- -------
Balance at
December 31, 1995........................... 2,330 (121) 3,948
Merger of Hawk Holding Corp. and Hawk........ 240
Net loss..................................... (3,078) (3,078)
Preferred stock dividend..................... (226) (226)
Foreign currency translation adjustment...... 315 315
Additional minimum pension liability......... (9) (9)
------- ------- -------
Balance at
December 31, 1996........................... (974) 185 1,190
Adjustment to carrying value of detachable
warrants.................................... (4,700) (4,700)
Net income................................... 3,261 3,261
Preferred stock dividend..................... (240) (240)
Foreign currency translation adjustment...... (1,296) (1,296)
Minimum pension liability.................... 337 337
------- ------- -------
Balance at September 30, 1997................ $(2,653) $ (774) $(1,448)
======= ======= =======
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE> 77
HAWK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------- ---------------------------
1994 1995 1996 1997
----------- ----------- ----------- 1996 -----------
-----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................. $ 2,287 $ 762 $ (3,078) $(1,359) $ 3,261
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization.... 2,466 5,527 8,418 6,688 7,166
Accretion of discount on debt.... 325 650 488 487
Deferred income taxes............ 302 377 352 1,568
Minority interest................ 211 432
Extraordinary item, net of tax... 1,196
Changes in operating assets and
liabilities, net of acquired
assets:
Accounts receivable.............. (451) (53) 524 (1,208) (5,319)
Inventories...................... (380) (1,398) (759) (241) (865)
Other assets..................... 4 1,115 4 (1,126) (925)
Accounts payable................. 235 196 (294) 350 2,800
Other liabilities................ 147 430 (1,147) (805) 2,023
------- -------- --------- ------- --------
Net cash provided by operating
activities....................... 4,821 7,713 5,866 2,787 10,196
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Helco, Inc............. (4,627)
Purchase of S.K. Wellman Limited,
Inc., net of cash acquired....... (61,607)
Purchase of Hutchinson Foundry
Products Company................. (10,639)
Purchase of Sinterloy, Inc......... (15,449)
Purchases of property, plant and
equipment........................ (1,871) (3,781) (8,275) (7,669) (4,798)
Loans to shareholders.............. (2,000)
Payments received on shareholder
notes............................ 162 162 163
------- -------- --------- ------- --------
Net cash used in investing
activities....................... (6,498) (67,388) (8,113) (7,507) (30,723)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings on long-
term debt........................ 3,880 102,000 181,373 5,317
Payments on long-term debt......... (3,555) (30,726) (149,765) (783)
Net borrowings (payments) under
revolving credit lines........... 1,280 (1,280)
Purchase of warrants............... (7,000)
Proceeds from sale of preferred
stock, including minority
interest......................... 702
Proceeds from sale of common stock,
including minority interest...... 300
Deferred financing costs........... (2,799) (4,678) 417 (565)
Payments of preferred stock
dividends........................ (295) (326) (226) (170) (240)
Other.............................. (121) 546 279 (30)
------- -------- --------- ------- --------
Net cash provided by (used in)
financing activities............. 2,312 59,748 27,250 5,843 (1,618)
------- -------- --------- ------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS................... 635 73 25,003 1,123 (22,145)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD................ 63 698 771 771 25,774
------- -------- --------- ------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD............................. $ 698 $ 771 $ 25,774 $ 1,894 $ 3,629
======= ======== ========= ======= ========
</TABLE>
See notes to consolidated financial statements.
F-8
<PAGE> 78
HAWK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS -- CONTINUED
(DOLLARS IN THOUSANDS)
SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------- SEPTEMBER 30,
1994 1995 1996 1997
------ ------ ------- -------------
<S> <C> <C> <C> <C>
Cash payments for interest.................... $2,743 $6,260 $11,024 $ 8,137
====== ====== =======
Cash payments for income taxes................ $1,852 $1,929 $ 1,153 $ 1,490
====== ====== =======
Noncash investing and financing activities:
Equipment purchased with capital leases..... $ 2,019 $ 177
=======
Acquisition of Helsel minority interest
through issuance of stock................ $4,735
======
</TABLE>
Reconciliation of assets acquired and liabilities assumed
<TABLE>
<CAPTION>
HELCO -- 1994
-----------------
<S> <C>
Fair value of assets acquired............................................. $ 8,615
Liabilities assumed....................................................... (3,488)
Subordinated note payable issued.......................................... (500)
--------
Cash paid for acquisition................................................. $ 4,627
========
</TABLE>
<TABLE>
<CAPTION>
SK WELLMAN -- 1995
------------------
<S> <C>
Fair value of assets acquired, net of cash acquired....................... $ 76,666
Liabilities assumed....................................................... (15,059)
---------
Cash paid for acquisition, net of cash received........................... $ 61,607
=========
</TABLE>
<TABLE>
<CAPTION>
HUTCHINSON -- 1997
-----------------
<S> <C>
Fair value of assets acquired............................................. $ 13,747
Liabilities assumed....................................................... (1,608)
Note payable issued....................................................... (1,500)
--------
Cash paid for acquisition................................................. $ 10,639
========
</TABLE>
<TABLE>
<CAPTION>
SINTERLOY -- 1997
-----------------
<S> <C>
Fair value of assets acquired............................................. $ 16,043
Liabilities assumed....................................................... (594)
--------
Cash paid for acquisition................................................. $ 15,449
========
</TABLE>
See notes to consolidated financial statements.
F-9
<PAGE> 79
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996
NINE MONTHS ENDED SEPTEMBER 30, 1997
A. BASIS OF PRESENTATION
The consolidated financial statements of Hawk Corporation and its
wholly-owned subsidiaries, also include, effective July 1, 1994, the accounts of
Helsel, Inc. (Helsel), effective July 1, 1995, the accounts of S.K. Wellman
Corp. (Wellman), effective January 2, 1997, the accounts of Hutchinson Products
Corporation (Hutchinson) and, effective August 1, 1997, the accounts of
Sinterloy Corporation (Sinterloy) (collectively, the Company). See Note C. All
significant intercompany accounts and transactions have been eliminated in the
accompanying financial statements. Certain amounts have been reclassified in
1994, 1995 and 1996 to conform with the 1997 presentation. All references to
1997 in the Notes to Consolidated Financial Statements refer to the nine months
ended September 30, 1997.
The Company designs, engineers, manufactures and markets specialized
components, principally made from powder metals, used in a wide variety of
aerospace, industrial and commercial applications.
The accompanying unaudited consolidated financial statements at September
30, 1996 have been prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
B. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly-liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined
by the first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost and include expenditures
for additions and major improvements. Expenditures for repairs and maintenance
are charged to operations as incurred. The Company principally uses either the
straight-line or the unit method of depreciation for financial reporting
purposes based on annual rates sufficient to amortize the cost of the assets
over their estimated useful lives (5 to 40 years). Accelerated methods of
depreciation are used for federal income tax purposes.
INTANGIBLE ASSETS
Intangible assets are amortized using the straight-line method over periods
ranging from 3 to 40 years. The ongoing value and remaining useful life of
intangible assets are subject to periodic evaluation and the Company currently
expects the carrying amounts to be fully recoverable. If events and
circumstances indicate that intangible assets might be impaired, an undiscounted
cash flow methodology would be used to determine whether an impairment loss
should be recognized. See Note D.
F-10
<PAGE> 80
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the Company's foreign subsidiaries are
translated into U.S. dollars at year-end exchange rates. Revenues and expenses
are translated at weighted average exchange rates. Gains and losses resulting
from translation are included in other equity adjustments in the consolidated
balance sheets.
REVENUE RECOGNITION
Revenue from the sale of the Company's products is recognized upon shipment
to the customer. Costs and related expenses to manufacture the products are
recorded as cost of sales when the related revenue is recognized.
SIGNIFICANT CONCENTRATIONS
The Company provides credit, in the normal course of its business, to
original equipment and after-market manufacturers. The Company's customers are
not concentrated in any specific geographic region. The Company performs ongoing
credit evaluations of its customers and maintains allowances for potential
credit losses which, when realized, have been within the range of management's
expectations.
The percentage of consolidated net sales to major customers are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Customer A................................................. 22.6% 13.8% 10.4%
Customer B................................................. 11.0 9.8 8.9
</TABLE>
Accounts receivable balances from these customers represent approximately
18% and 13% of the Company's consolidated accounts receivable at December 31,
1995 and 1996, respectively.
PRODUCT RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. The Company's
expenditures for product development and engineering were (in thousands)
approximately $1,158 in 1994, $2,000 in 1995, $2,639 in 1996 and $2,333 in 1997.
ADVERTISING
Advertising costs are expensed as incurred. Advertising expenses amounted
to (in thousands) approximately $106, $385, $197 and $191 in 1994, 1995, 1996
and 1997, respectively.
INCOME TAXES
The Company uses the liability method in measuring the provision for income
taxes and recognizing deferred tax assets and liabilities in the balance sheet.
The liability method requires that deferred income taxes reflect the tax
consequences of currently enacted rates for differences between the tax and
financial reporting bases of assets and liabilities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
At December 31, 1995 and 1996 and September 30, 1997, the carrying value of
the Company's financial instruments, which include cash, cash equivalents and
long-term debt, approximate their fair value.
F-11
<PAGE> 81
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
NET INCOME (LOSS) PER SHARE
Net income (loss) per share is based on the weighted average number of
common shares and common share equivalents (warrants) outstanding during the
respective periods. Earnings available to common shareholders reflects an
adjustment for preferred stock dividends paid during the respective periods.
SUPPLEMENTAL NET INCOME (LOSS) PER SHARE
Supplemental pro forma income (loss) before taxes and net income (loss)
(excluding extraordinary charges), considering only the application of the net
proceeds of a contemplated public offering of shares of common stock, would have
been $2,609 and $(957), respectively, for the year ended December 31, 1996, and
$12,546 and $7,311, respectively, for the nine months ended September 30, 1997.
Supplemental pro forma net income (loss) per share applicable to common
stockholders (excluding extraordinary charges) would have been $(.18) for the
year ended December 31, 1996 and $.77 for the nine months ended September 30,
1997, based on the weighted average number of shares of common stock outstanding
during the period plus the estimated number of shares to be issued in such
public offering.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 1995, Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," was issued. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the asset's carrying amount. The Company adopted SFAS No.
121 effective January 1, 1996. The adoption of SFAS No. 121 did not have a
material effect on the Company's financial position or results of operations.
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." SFAS No. 128 specifies modifications to the
calculation of earnings per share from that currently used by the Company. Under
SFAS No. 128, "basic earnings per share" will be calculated based upon the
weighted average number of shares actually outstanding, and "diluted earnings
per share" will be calculated based upon the weighted average number of common
shares outstanding and other potential common shares if they are dilutive. SFAS
No. 128 will be adopted by the Company on December 31,1997 and all prior periods
will be restated. The adoption of SFAS No. 128 is not expected to have a
material impact on the Company's earnings per share for any of the periods
presented.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which requires that an enterprise classify
items of other comprehensive income, as defined therein, by their nature in a
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and additional paid-in capital in the
equity section of the balance sheet. The Company intends to fully comply with
the provisions of this statement upon its required adoption in the first quarter
of 1998, and does not anticipate a significant impact to the financial
statements.
Also in June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosures About Segments of an Enterprise and Related Information." This
statement establishes standards for reporting financial and descriptive
information about operating segments. Under SFAS No. 131, infor-
F-12
<PAGE> 82
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
mation pertaining to the Company's operating segments will be reported on the
basis that is used internally for evaluating segment performance and making
resource allocation determinations. Management is currently studying the
potential effects of adoption of this statement, which is required in 1998.
C. BUSINESS ACQUISITIONS
Effective June 30, 1994, Helsel, a corporation owned 53% by a control group
of Company shareholders (Hawk Control Group) and 47% by other investors,
commenced operations and acquired substantially all of the net assets of Helco,
Inc. (Helco) for approximately $8.6 million. The acquisition was accounted for
as a purchase. Accordingly, the purchase price was allocated to assets and
liabilities based on their estimated fair values as of the date of the
acquisition. The excess of fair market value of identifiable assets less
liabilities over the purchase price resulted in negative goodwill, which was
applied to reduce property, plant and equipment. The acquisition was financed
through long-term debt and the sale of $702,000 of preferred stock and $300,000
of common stock. Effective June 30, 1995, Helsel became a wholly-owned
subsidiary of the Company whereby each outstanding share of common stock of
Helsel was exchanged, based on an independent valuation, for .0693955 shares of
common stock of the Company. Additionally, the Company issued one share of 9%
preferred stock for each share of Helsel preferred stock. In total, 6,940 Class
A common shares and 702 Series B preferred shares were issued to the Helsel
shareholders. Because the Hawk Control Group owned a controlling interest in
Helsel, the 1995 transaction has been accounted for as a merger of entities
under common control and the Company's 1994 financial statements have been
restated to include Helsel since June 30, 1994. In addition, the acquisition of
the other investors' 47% interest in Helsel, effective June 30, 1995, has been
accounted for as the purchase of a minority interest. Accordingly, the excess of
the purchase price over the estimated fair value of the minority interest ($3.6
million) was recorded as goodwill and is being amortized over 30 years.
A summary of the combination and financial results for Helsel and the
Company, as of December 31, 1994 and for the period July 1, 1994 through
December 31, 1994, follows:
<TABLE>
<CAPTION>
LESS: CONSOLIDATED
MINORITY HAWK
HELSEL HAWK INTEREST CORPORATION
------ ------- -------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Total assets.................... $8,804 $34,841 $ 43,645
Shareholders' equity............ 1,417 5,166 $ (685) 5,898
Net sales....................... 8,555 32,840 41,395
Income before income taxes...... 787 3,556 4,343
Net income...................... 446 2,052 (211) 2,287
</TABLE>
In connection with the acquisition, the Company entered into an employment
agreement through June 1997 with the previous shareholder of Helco, who
continues to serve as President of Helsel. Terms of the employment agreement
include an annual salary of $150,000 and a bonus based on earnings. Amounts
earned under this contract are charged to current operations.
Effective June 30, 1995, Wellman acquired for cash substantially all of the
net assets of S.K. Wellman Limited, Inc. for approximately $62 million. The
acquisition was accounted for as a purchase. The excess of the purchase price
over the estimated fair value of the net assets acquired in the amount of $15.8
million is being amortized over 15 years and is included in intangible assets.
The operating results of Wellman are included in the Company's consolidated
statements of operations since the date of acquisition. As a result of this
acquisition, the Company consolidated certain operating facilities. Accordingly,
the net carrying value of the facilities the Company closed and is planning to
sell are reflected as net assets held for sale on the accompanying balance
sheets at December 31, 1995 and
F-13
<PAGE> 83
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
1996 and September 30, 1997. The net assets held for sale are stated at the
lower of the carrying amount or fair value less costs to sell and consist
primarily of land and buildings. In addition, for the year ended December 31,
1996, the Company incurred and expended approximately $4.0 million of costs
relating primarily to the relocation of machinery and equipment.
Effective January 2, 1997, Hutchinson acquired all of the outstanding
capital stock of Hutchinson Foundry Products Company for (1) $10.6 million in
cash; (2) $1.5 million in 8.0% two-year convertible notes; and (3) contingent
payments to be made by the Company if certain earnings targets are met. The
acquisition has been accounted for as a purchase. The excess of the purchase
price over the estimated fair value of the capital stock acquired in the amount
of $7.7 million is being amortized over 30 years and is included in intangible
assets. The results of operations of Hutchinson are included in the Company's
consolidated statements of income since the date of acquisition.
Effective August 1, 1997, Sinterloy acquired substantially all of the
assets (except cash) and assumed certain liabilities of Sinterloy, Inc., for
$15.4 million in cash, subject to an adjustment based on the adjusted net equity
position of Sinterloy, Inc. at closing. As of September 30, 1997, a closing
adjustment had not been determined. The acquisition was accounted for as a
purchase. The excess of the purchase price over the estimated fair value of the
assets less the assumed liabilities in the amount of $10.4 million is being
amortized over 30 years and is included in intangible assets. The results of
operations of Sinterloy are included in the Company's consolidated statements of
operations since the date of acquisition.
The following unaudited pro forma consolidated results of operations give
effect to the Hutchinson and Sinterloy acquisitions as though they had occurred
on January 1, 1996 and include certain adjustments, such as additional
amortization expense as a result of goodwill and increased interest expense
related to debt incurred for the acquisitions.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Net sales....................................... $108,834 $124,985
======== ========
Net (loss) income............................... $ (506) $ 4,894
======== ========
</TABLE>
Pro forma net sales and net income are not necessarily indicative of the
net sales and net income that would have occurred had the acquisitions been made
at the beginning of the respective years or the results which may occur in the
future.
In November 1996, the Company merged with Hawk Holding Corp. (Old Hawk), a
corporation that owned approximately 34% of the outstanding common stock of the
Company, in a tax-free reorganization. At the time of the merger, Old Hawk was
96% owned by the Hawk Control Group and 4% owned by other investors. In the
merger, the Company acquired and canceled the shares of Class A common stock of
the Company owned by Old Hawk and reissued the same amount of shares of Class A
common stock pro rata to the Old Hawk stockholders. In addition, the Company
acquired and canceled the Class A preferred stock of the Company owned by Old
Hawk, and issued 1,190 shares of Class C preferred stock, which has a
liquidation value substantially equal to the aggregate liquidation value of the
Class A preferred stock previously owned by Old Hawk. Since the Company and Old
Hawk were under common control, the Company has recorded the acquisition of the
Hawk Control Group's interest in Old Hawk at historical cost and the acquisition
of the other investors' ownership interest as a purchase of minority interest.
Accordingly, the excess of the purchase price over the estimated fair value of
the minority interest acquired in the amount of $240,000 was recorded as
goodwill and is being amortized over 30 years.
F-14
<PAGE> 84
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
D. INTANGIBLE ASSETS
The components of intangible assets and related amortization periods are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- SEPTEMBER 30,
1995 1996 1997
------- ------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Product certifications (19 to 40
years)................................. $20,820 $20,820 $20,820
Goodwill (15 to 40 years)................ 21,772 22,012 40,103
Deferred financing costs (3 to 7
years)................................. 2,779 4,678 5,611
Proprietary formulations and patents (10
years)................................. 1,806 1,806 1,806
Other.................................... 779 779 960
------- ------- -------
47,956 50,095 69,300
Accumulated amortization................. (8,135) (10,156) (12,731)
------- ------- -------
$39,821 $39,939 $56,569
======= ======= =======
</TABLE>
Product certifications were acquired and valued based on the Company's
position as a certified supplier of friction materials to the major
manufacturers of commercial aircraft brakes.
E. LONG-TERM DEBT
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- SEPTEMBER 30,
1995 1996 1997
------- -------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Term Loans.............................. $57,090
Revolving Credit Line................... 10,400
Senior Subordinated Notes............... 25,725 $ 26,375 $ 26,862
Senior Notes............................ 100,000 100,000
Other................................... 1,691 2,808 4,434
------- -------- --------
94,906 129,183 131,296
Less current portion.................... 5,460 714 1,595
------- -------- --------
$89,446 $128,469 $ 129,701
======= ======== ========
</TABLE>
As a result of the acquisition of Wellman in June 1995, the Company entered
into a Secured Credit Agreement Facility (Credit Agreement) with several
participating banks, and repaid all previous credit facilities. In November
1996, in connection with the issuance of new Senior Notes (discussed below), the
Credit Agreement was cancelled, all outstanding borrowings were repaid, and the
Company incurred an extraordinary charge of $1,994,000 relating to the write-off
of previously capitalized deferred financing costs. Prior to its cancellation in
November 1996, the Credit Agreement consisted of (1) two term loans requiring
quarterly interest payments, based on certain published rates, and quarterly
principal payments in accordance with payment schedules from September 1995
through June 2002; and (2) a $22,000,000 revolving credit line with a commitment
fee of one half percent per annum on the unused portion and interest payable
quarterly based on certain published rates.
In addition, effective June 30, 1995, the Company issued $30,000,000 in
Senior Subordinated Notes with $10,000,000 maturing on January 31, 2004, and
June 30, 2004 and 2005. Interest is payable quarterly at a fixed rate of 12%. In
connection with the senior subordinated notes, the Company issued detachable
warrants to the lender that provide the lender the option to purchase 316,970
shares of the Company's Class B common stock at a per share price of $.01. The
warrants are exercisable through the year 2005. Beginning in the year 2001, the
Company has the option to repurchase the warrants and the warrant holders have
the right to put the warrants to the Company for cash, at prices based on the
F-15
<PAGE> 85
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
fair market value of the Company at the date of put as determined by an
independent third party. The warrant holders' put option is terminated upon the
occurrence of certain events, including the closing of an initial public
offering.
For financial reporting purposes, at June 30, 1995, the fair value of the
warrants, including the put option, was estimated to be $4,600,000 and
classified as detachable stock warrants, subject to put option on the
accompanying balance sheet. The resulting discount is being amortized over the
life of the debt as non-cash, imputed interest. The discount is based on an
effective interest rate of 14.2%. The unamortized discount at December 31, 1995,
December 31, 1996, and September 30, 1997 totaled $4,275,000, $3,625,000, and
$3,138,000, respectively. Adjustments to the carrying value of the detachable
stock warrants are based on revisions to the estimated present value of the
future fair market value of the Company, with a corresponding charge or credit
to retained earnings. The carrying value of the warrants, including the put
option, was adjusted to $9.3 million as of September 30, 1997.
In November 1996, the Company issued $100,000,000 in Senior Notes due on
December 1, 2003, unless previously redeemed, at the Company's option, in
accordance with the terms of the Notes. Interest is payable semi-annually on
June 1 and December 1 of each year commencing June 1, 1997, at a fixed rate of
10.25%. The Senior Notes and the notes for which certain of the Senior Notes
have been exchanged (Exchange Notes and, together with the Senior Notes, the
Senior Notes) are fully and unconditionally guaranteed on a joint and several
basis by each of the direct or indirect wholly-owned domestic subsidiaries of
the Company (Guarantor Subsidiaries). (See Note M).
Also, in November 1996, the Company executed a new $25,000,000 Revolving
Credit Facility (Credit Facility) which matures in November 1999. The Company
pays a commitment fee of 0.5% per annum on the unused portion. Interest is
payable monthly at LIBOR plus 2.25% per annum, or at the Company's option, a
variable rate based on the prime rate plus 1.0% per annum, payable at various
interest periods per the Credit Facility. The Credit Facility contains covenants
with respect to the Company and its subsidiaries that, among other things,
prohibit the payment of any dividends to the Company by the subsidiaries of the
Company (including the Guarantor Subsidiaries) in the event of a default under
the terms of the Credit Facility. There were no outstanding borrowings under the
Credit Facility at December 31, 1996 or September 30, 1997.
Aggregate principal payments due on long-term debt as of September 30, 1997
are as follows (in thousands): three months ending December 31, 1997 -- $172;
1998 -- $1,581; 1999 -- $1,502; 2000 -- $450; 2001 -- $535; 2002 -- $228;
thereafter -- $126,828.
F. SHAREHOLDERS' EQUITY
In accordance with a Merger Agreement and Plan of Reorganization dated June
30, 1995, the Company, formerly an Ohio corporation, was merged with and into a
Delaware corporation under the same name. Concurrently, each issued and
outstanding share of common stock, without par value, of the previous
corporation was converted into one fully paid share of Class A common stock, par
value $.01 per share, of the merged corporation. Additionally, each issued and
outstanding share of preferred stock, $1,000 par value per share, of the
previous corporation was converted into one fully paid share of Series A
preferred stock, par value $.01 per share, of the merged corporation.
The Company's authorized preferred stock includes 2,625 shares of Class A
preferred stock, 702 shares of Class B preferred stock and 1,190 shares of Class
C preferred stock. Dividends are cumulative at the rate of 10% of $1,000 per
share for Class A and Class C preferred stock and 9% of $1,000 per share for
Class B preferred stock. Each share of preferred stock is: (1) entitled to a
liquidation preference equal to $1,000 per share plus any accrued and unpaid
dividends, (2) not entitled to vote,
F-16
<PAGE> 86
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
except in certain circumstances, (3) redeemable in whole, at the option of the
Company, for $1,000 per share plus all accrued dividends to the date of
redemption.
Each share of the Class B common stock is convertible into one share of
Class A common stock upon the occurrence of certain events. All of the
outstanding shares are Class A.
In June 1995, the Company repurchased detachable warrants covering 6,460
shares of Class B common stock for a negotiated price of $7,000,000. The
warrants were originally issued in connection with a subordinated note that was
paid in full when the Company entered into the Credit Agreement as described in
Note E.
G. EMPLOYEE BENEFITS
The Company has several defined benefit pension plans which cover certain
employees. Benefits payable are based primarily on compensation and years of
service or a fixed annual benefit for each year of service. Certain hourly
employees are also covered under collective bargaining agreements. The Company
funds the plans in amounts sufficient to satisfy the minimum amounts required
under ERISA.
A summary of the components of net periodic pension cost (income) for the
plans is as follows:
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
--------------------------------- SEPTEMBER 30,
1994 1995 1996 1997
------- ------- ------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Service cost.................. $ 246 $ 382 $ 400 $ 339
Interest cost................. 421 665 727 617
Actual return on plan
assets...................... (165) (1,732) (1,435) (2,165)
Net amortization and
deferral.................... (293) 673 576 1,335
------- ------- ------- -------
$ 209 $ (12) $ 268 $ 126
======= ======= ======= =======
</TABLE>
F-17
<PAGE> 87
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
A summary of the actuarially determined benefit obligations and trustees
net assets for Company administered defined benefit pension plans is presented
below, along with a reconciliation of the plans' funded status to amounts
recognized in the Company's balance sheets. The plans' assets are primarily
invested in fixed income and equity securities.
<TABLE>
<CAPTION>
ASSETS ACCUMULATED
EXCEED BENEFITS
ACCUMULATED BENEFITS EXCEED ASSETS
------------------------------- -------------------------------
1995 1996 1997 1995 1996 1997
------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Actuarial present value of
accumulated benefit
obligations:
Vested....................... $(5,960) $(6,186) $(7,461) $(2,559) $(2,594) $(2,209)
Non-vested................... (60) (57) (124) (214) (198) (164)
------- ------- ------- ------- ------- -------
$(6,020) $(6,243) $(7,585) $(2,773) $(2,792) $(2,373)
======= ======= ======= ======= ======= =======
Projected benefit
obligations.................. $(6,634) $(6,943) $(8,218) $(2,773) $(2,909) $(2,373)
Plan assets at fair value...... 7,524 8,677 12,054 1,693 2,261 2,153
------- ------- ------- ------- ------- -------
Projected benefit obligations
less than (in excess of) plan
assets....................... 890 1,733 3,836 (1,080) (648) (220)
Unrecognized net loss (gain)... 371 (263) (1,995) 328 (65) (197)
Prior service cost not yet
recognized in net periodic
pension cost................. 134 134 188 361 347 266
Unrecognized net (asset)
obligation................... (231) (208) (129) 151 125 52
Adjustment required to
recognize minimum
liability.................... (840)
------- ------- ------- ------- ------- -------
Prepaid (accrued) pension
cost......................... $ 1,164 $ 1,396 $ 1,900 $(1,080) $ (241) $ (99)
======= ======= ======= ======= ======= =======
</TABLE>
The following assumptions were used in accounting for the defined benefit
plans:
<TABLE>
<CAPTION>
1994 1995 1996 1997
----- ----- ---- ----
<S> <C> <C> <C> <C>
Used to compute the projected benefit obligation:
Discount rate.......................................... 8.0% 8.0% 7.5% 7.5%
Annual salary increase................................. 3.0 3.0 3.0 3.0
Expected long-term rate of return on plan assets......... 10.0 10.0 9.5 9.0
</TABLE>
The Company also sponsors several defined contribution plans which provide
voluntary employee contributions and, in certain plans, matching and
discretionary employer contributions. Expenses associated with these plans were
(in thousands) approximately $290 in 1994, $920 in 1995, $690 in 1996, and $590
in 1997.
H. LEASE OBLIGATIONS
The Company has capital lease commitments for buildings and equipment.
Future minimum annual rentals, including interest expense, are (in thousands):
three months ending December 31, 1997 -- $219, 1998 -- $875, 1999 -- $737,
2000 -- $491, 2001 -- $580, 2002 -- $238. Amount representing interest is $538.
Total capital lease obligations are included in other long-term debt.
Amortization of assets recorded under capital leases is included with
depreciation expense.
F-18
<PAGE> 88
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The Company leases certain office and warehouse facilities and equipment
under operating leases. Rental expense (in thousands) was approximately $77 in
1994, $270 in 1995, $609 in 1996 and $677 in 1997. Future minimum lease
commitments under these agreements which have an original or existing term in
excess of one year as of September 30, 1997 are as follows (in thousands): three
months ending December 31, 1997 -- $220; 1998 -- $874; 1999 -- $545;
2000 -- $528; 2001 -- $504; 2002 -- $435 and thereafter -- $318.
I. INCOME TAXES
The provision (credit) for income taxes, except for the effect of the
extraordinary item, consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 NINE MONTHS
---------------------------- ENDED
1994 1995 1996 SEPTEMBER 30, 1997
------ ------ ------ ------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Current:
Federal........................... $1,369 $ 907 $ (624) $ 802
State and local................... 174 235 129 80
Foreign........................... 74 932 84
------ ------ ----- ------
1,543 1,216 437 966
Deferred:
Federal........................... 237 365 299 1,510
State and local................... 65 12 53 58
------ ------ ----- ------
302 377 352 1,568
------ ------ ----- ------
TOTAL INCOME TAXES.................. $1,845 $1,593 $ 789 $2,534
====== ====== ===== ======
</TABLE>
Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
and income tax purposes. At December 31, 1996 the Company had net operating loss
carryforwards of approximately $1,600,000 which expire in 2011. The Company also
had $622,000 of Alternative Minimum Tax (AMT) credit carryforwards that do not
expire. Significant components of the Company's deferred tax assets and
liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
---------------- SEPTEMBER 30
1995 1996 1997
------ ------ -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss carryforward................. $ 545
Reserve for severance costs..................... $ 237
Accrued vacation................................ 259 318 $ 500
Accrued pension costs........................... 466
AMT credit carryforward......................... 622
Other accruals.................................. 509 595 535
Other........................................... 302 352 248
------ ------ ------
Total deferred tax assets......................... 1,773 2,432 1,283
Deferred tax liabilities:
Tax over book depreciation and amortization..... 2,659 4,090 4,797
Other........................................... 420 268
------ ------ ------
Total deferred tax liabilities.................... 3,079 4,090 5,065
------ ------ ------
NET DEFERRED TAX LIABILITIES...................... $1,306 $1,658 $ 3,782
====== ====== ======
</TABLE>
F-19
<PAGE> 89
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The provision for income taxes, including the tax effect of the
extraordinary item, differs from the amounts computed by applying the federal
statutory rate as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS
--------------------------- ENDED
1994 1995 1996 SEPTEMBER 30, 1997
---- ----- ------ ------------------
<S> <C> <C> <C> <C>
Income tax (credit) at federal
statutory rate..................... 34.0% 34.0% (34.0)% 34.0%
State and local tax, net of federal
tax benefit........................ 3.0 5.7 3.9 4.0
Nondeductible goodwill
amortization....................... 2.2 7.2 3.7 3.1
Adjustment for worldwide tax rates
and other, net..................... 3.1 9.0 26.4 2.6
---- ---- ---- ----
Provision for income taxes........... 42.3% 55.9% 0.0% 43.7%
==== ==== ==== ====
</TABLE>
Undistributed earnings of the Company's foreign subsidiaries are considered
to be indefinitely reinvested and, accordingly, no provision for U.S. federal
and state income taxes has been provided. Upon distribution of these earnings in
the form of dividends or otherwise, the Company would be subject to both U.S.
income taxes, which may be offset by foreign tax credits, and withholding taxes
payable to various foreign countries.
J. CONTINGENCIES
The Company has wage continuation agreements with two of its
officers/shareholders. In the event the officer/shareholder dies or becomes
permanently disabled while employed by the Company, each agreement provides for
payments to be made annually to the officer/shareholder's spouse based on a
compensation formula, until the spouse's death.
K. RELATED PARTIES
In June 1995, certain shareholders of the Company issued interest-bearing
notes to the Company in the amount of $2 million, in order to enable them to
repay certain indebtedness incurred by them with respect to the acquisition of
Helsel. The notes are due and payable on July 1, 2002 and bear interest at the
prime rate plus 1.25% through September 30, 1996 and at the prime rate
thereafter.
L. GEOGRAPHIC INFORMATION
Geographic information for the years ended December 31, 1995 and 1996 and
the nine months ended September 30, 1997 is as follows:
<TABLE>
<CAPTION>
1995 1996 1997
-------------------------------- -------------------------------- --------------------------------
DOMESTIC FOREIGN DOMESTIC FOREIGN DOMESTIC FOREIGN
OPERATIONS OPERATIONS TOTAL OPERATIONS OPERATIONS TOTAL OPERATIONS OPERATIONS TOTAL
---------- ---------- -------- ---------- ---------- -------- ---------- ---------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............. $ 76,570 $ 8,073 $ 84,643 $104,622 $ 19,375 $123,997 $101,113 $ 15,249 $116,362
Income from
operations.......... 9,242 738 9,980 7,326 2,485 9,811 15,865 691 16,556
Net income (loss)..... 481 281 762 (3,788) 710 (3,078) 2,976 285 3,261
Total assets.......... 113,293 14,126 127,419 141,139 17,302 158,441 151,831 18,384 170,215
</TABLE>
The Company has foreign operations in Canada and Italy. The Company had no
foreign operations in 1994.
F-20
<PAGE> 90
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
M. SUPPLEMENTAL GUARANTOR INFORMATION
As discussed in Note E, each of the Guarantor Subsidiaries of the Senior
Notes has fully and unconditionally guaranteed on a joint and several basis the
obligation to pay principal, premium, if any, and interest with respect to the
Senior Notes. The Guarantor Subsidiaries are direct or indirect wholly-owned
subsidiaries of the Company.
The following supplemental consolidating condensed financial statements
present (in thousands):
1. Consolidating condensed balance sheets as of December 31, 1995,
December 31, 1996, and September 30, 1997, consolidating condensed
statements of income for the years ended December 31, 1995 and 1996
and for the nine months ended September 30, 1996 (unaudited) and
1997 and consolidating condensed statements of cash flows for the
years ended December 31, 1995 and 1996 and for the nine months
ended September 30, 1996 (unaudited) and 1997.
2. Hawk Corporation (Parent), combined Guarantor Subsidiaries and
combined Non-Guarantor Subsidiaries (consisting of the Company's
subsidiaries in Canada and Italy acquired in 1995) with their
investments in subsidiaries accounted for using the equity method.
3. Elimination entries necessary to consolidate the Parent and all of
its subsidiaries.
Management does not believe that separate financial statements of the
Guarantor Subsidiaries of the Senior Notes are material to investors. Therefore,
separate financial statements and other disclosures concerning the Guarantor
Subsidiaries are not presented. The Credit Facility contains covenants with
respect to the Company and its subsidiaries that, among other things, would
prohibit the payment of any dividends to the Company by the subsidiaries of the
Company (including the Guarantor Subsidiaries) in the event of a default under
the terms of the Credit Facility.
F-21
<PAGE> 91
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......... $ 408 $ 78 $ 285 $ 771
Accounts receivable, net........... 11,978 5,329 17,307
Inventories, net................... 16,435 3,670 20,105
Deferred income taxes.............. 1,042 1,042
Other current assets............... 654 535 1,189
-------- -------- ------- ---------- --------
Total current assets........ 408 30,187 9,819 40,414
OTHER ASSETS:
Investment in subsidiaries......... 1,165 4,108 $ (5,273)
Inter-company advances, net........ 94,978 5,353 (100,331)
Property, plant and equipment...... 35,534 3,926 39,460
Intangible assets.................. 2,846 36,616 359 39,821
Other.............................. 2,061 5,641 22 7,724
-------- -------- ------- ---------- --------
Total other assets.......... 101,050 87,252 4,307 (105,604) 87,005
-------- -------- ------- ---------- --------
Total assets......................... $101,458 $117,439 $14,126 $ (105,604) $127,419
======== ======== ======= ========== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................... $ 5,693 $ 2,795 $ 8,488
Accrued compensation............... $ 33 6,572 759 7,364
Other accrued expenses............. 2,793 744 3,537
Current portion of long-term
debt............................. 4,923 125 412 5,460
-------- -------- ------- ---------- --------
Total current liabilities... 4,956 15,183 4,710 24,849
-------- -------- ------- ---------- --------
LONG-TERM LIABILITIES:
Long-term debt..................... 87,954 457 1,035 89,446
Deferred income taxes.............. 2,348 2,348
Other.............................. 1,578 650 2,228
Inter-company advances, net........ 98,256 2,075 $ (100,331)
-------- -------- ------- ---------- --------
Total long-term
liabilities............... 87,954 102,639 3,760 (100,331) 94,022
-------- -------- ------- ---------- --------
Total liabilities........... 92,910 117,822 8,470 (100,331) 118,871
-------- -------- ------- ---------- --------
Detachable stock warrants, subject to
put option......................... 4,600 4,600
Shareholders' equity (deficit)....... 3,948 (383) 5,656 (5,273) 3,948
-------- -------- ------- ---------- --------
Total liabilities and shareholders'
equity............................. $101,458 $117,439 $14,126 $ (105,604) $127,419
======== ======== ======= ========== ========
</TABLE>
F-22
<PAGE> 92
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......... $ 25,187 $ 5 $ 582 $ 25,774
Accounts receivable, net........... 189 10,884 5,710 16,783
Inventories, net................... 16,120 4,744 20,864
Deferred income taxes.............. 1,390 1,042 2,432
Other current assets............... 67 373 495 935
-------- -------- ------- ---------- --------
Total current assets........ 26,833 28,424 11,531 66,788
OTHER ASSETS:
Investment in subsidiaries......... 775 6,457 $ (7,232)
Inter-company advances, net........ 108,607 19,543 (128,150)
Property, plant and equipment...... 38,394 5,748 44,142
Intangible assets.................. 504 39,435 39,939
Other.............................. 1,838 5,318 416 7,572
-------- -------- ------- ---------- --------
Total other assets.......... 111,724 109,147 6,164 (135,382) 91,653
-------- -------- ------- ---------- --------
Total assets......................... $138,557 $137,571 $17,695 $ (135,382) $158,441
======== ======== ======= ========== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................... $ (157) $ 5,167 $ 3,184 $ 8,194
Accrued compensation............... 100 5,856 819 6,775
Other accrued expenses............. (719) 2,728 396 2,405
Current portion of long-term
debt............................. 289 425 714
-------- -------- ------- ---------- --------
Total current liabilities... (776) 14,040 4,824 18,088
LONG-TERM LIABILITIES:
Long-term debt..................... 126,375 1,290 804 128,469
Deferred income taxes.............. 2,729 1,057 304 4,090
Other.............................. 1,272 732 2,004
Inter-company advances, net........ 3,532 120,819 4,574 $ (128,925)
-------- -------- ------- ---------- --------
Total long-term
liabilities............... 132,636 124,438 6,414 (128,925) 134,563
-------- -------- ------- ---------- --------
Total liabilities........... 131,860 138,478 11,238 (128,925) 152,651
Detachable stock warrants, subject to
put option......................... 4,600 4,600
Shareholders' equity (deficit)....... 2,097 (907) 6,457 (6,457) 1,190
-------- -------- ------- ---------- --------
Total liabilities and shareholders'
equity............................. $138,557 $137,571 $17,695 $ (135,382) $158,441
======== ======== ======= ========== ========
</TABLE>
F-23
<PAGE> 93
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......... $ 3,540 $ 40 $ 49 $ 3,629
Accounts receivable, net........... 67 18,703 6,576 $ (384) 24,962
Inventories, net................... 17,801 4,766 22,567
Deferred income taxes.............. 190 1,093 1,283
Other current assets............... 142 614 947 1,703
-------- -------- ------- ---------- --------
Total current assets........ 3,939 38,251 12,338 (384) 54,144
OTHER ASSETS:
Investment in subsidiaries......... 790 5,765 (6,555)
Inter-company advances, net........ 132,535 1,463 9 (134,007)
Property, plant and equipment...... 46,385 5,578 51,963
Intangible assets.................. 233 56,336 56,569
Other.............................. 1,675 7,180 459 (1,775) 7,539
-------- -------- ------- ---------- --------
Total other assets.......... 135,233 117,129 6,046 (142,337) 116,071
-------- -------- ------- ---------- --------
Total assets......................... $139,172 $155,380 $18,384 $ (142,721) $170,215
======== ======== ======= ========== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable................... $ 7,982 $ 3,896 $ 11,878
Accrued compensation............... $ 64 6,278 864 7,206
Other accrued expenses............. (2,068) 7,242 70 $ (384) 4,860
Current portion of long-term
debt............................. 1,175 420 1,595
-------- -------- ------- ---------- --------
Total current liabilities... (2,004) 22,677 5,250 (384) 25,539
LONG-TERM LIABILITIES:
Long-term debt..................... 126,862 2,839 129,701
Deferred income taxes.............. 4,378 350 337 5,065
Other.............................. 484 1,574 2,058
Inter-company advances, net........ 2,986 127,338 5,458 (135,782)
-------- -------- ------- ---------- --------
Total long-term
liabilities............... 134,226 131,011 7,369 (135,782) 136,824
-------- -------- ------- ---------- --------
Total liabilities........... 132,222 153,688 12,619 (136,166) 162,363
-------- -------- ------- ---------- --------
Detachable stock warrants, subject to
put option......................... 9,300 9,300
Shareholders' equity (deficit)....... (2,350) 1,692 5,765 (6,555) (1,448)
-------- -------- ------- ---------- --------
Total liabilities and shareholders'
equity............................. $139,172 $155,380 $18,384 $ (142,721) $170,215
======== ======== ======= ========== ========
</TABLE>
F-24
<PAGE> 94
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED INCOME STATEMENT
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales............................. $ 76,570 $ 8,073 $ 84,643
Cost of sales......................... 54,391 6,773 61,164
------- -------- ------- -------- --------
Gross profit.......................... 22,179 1,300 23,479
Expenses:
Selling, technical and
administrative expenses........... 11,013 562 11,575
Amortization of intangible assets... 1,924 1,924
------- -------- ------- -------- --------
Total expenses........................ 12,937 562 13,499
------- -------- ------- -------- --------
Income from operations................ 9,242 738 9,980
Interest (income) expense, net........ $ (95) 7,032 119 $ 267 7,323
Income from equity investees.......... 1,099 281 (1,380)
Other (income) expense, net........... (127) 264 (267) (130)
------- -------- ------- -------- --------
Income before income taxes and
minority interest................... 1,194 2,618 355 (1,380) 2,787
Income taxes.......................... 1,519 74 1,593
Minority interest..................... 432 432
------- -------- ------- -------- --------
Net income............................ $ 762 $ 1,099 $ 281 $ (1,380) $ 762
======= ======== ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales............................ $104,262 $19,735 $123,997
Cost of sales........................ 76,232 15,652 91,884
------- -------- ------- -------- --------
Gross profit......................... 28,030 4,083 32,113
Expenses:
Selling, technical and
administrative expenses.......... 13,932 1,536 15,468
Amortization of intangible
assets........................... 2,744 62 2,806
Plant consolidation expense........ 4,028 4,028
------- -------- ------- -------- --------
Total expenses....................... 20,704 1,598 22,302
------- -------- ------- -------- --------
Income from operations............... 7,326 2,485 9,811
Interest (income) expense, net....... $ (540) 10,447 369 $ 372 10,648
Income (loss) from equity
investees.......................... (2,422) 710 1,712
Other expense, net................... 155 473 (372) 256
------- -------- ------- -------- --------
Income (loss) before income taxes and
extraordinary item................. (1,882) (2,566) 1,643 1,712 (1,093)
Income taxes (credit)................ (144) 933 789
------- -------- ------- -------- --------
Income (loss) before extraordinary
item............................... (1,882) (2,422) 710 1,712 (1,882)
Extraordinary item -- write-off of
deferred financing costs, net of
income taxes....................... (1,196) (1,196)
------- -------- ------- -------- --------
Net income (loss).................... $ (3,078) $ (2,422) $ 710 $ 1,712 $ (3,078)
======= ======== ======= ======== ========
</TABLE>
F-25
<PAGE> 95
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED INCOME STATEMENT
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)
------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales.............................. $ 79,001 $14,671 $ 93,672
Cost of sales.......................... 57,902 11,121 69,023
------- -------- ------- -------- --------
Gross profit........................... 21,099 3,550 24,649
Expenses:
Selling, technical and administrative
expenses........................... 10,498 1,114 11,612
Amortization of intangible assets.... 2,408 2,408
Plant consolidation expense.......... 3,749 3,749
------- -------- ------- -------- --------
Total expenses......................... 16,655 1,114 17,769
Income from operations................. 4,444 2,436 6,880
Interest expense, net.................. $ 198 6,588 256 $ 279 7,321
Income (loss) from equity investees.... (1,161) 633 528
Other (income) expense, net............ (148) 482 (279) 55
------- -------- ------- -------- --------
Income (loss) before income taxes...... (1,359) (1,363) 1,698 528 (496)
Income taxes (credit).................. (202) 1,065 863
------- -------- ------- -------- --------
Net income (loss)...................... $(1,359) $ (1,161) $ 633 $ 528 $ (1,359)
======= ======== ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1997
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales............................ $101,113 $15,249 $116,362
Cost of sales........................ 70,609 12,331 82,940
------- -------- ------- -------- --------
Gross profit......................... 30,504 2,918 33,422
Expenses:
Selling, technical and
administrative expenses.......... 12,053 2,188 14,241
Amortization of intangible
assets........................... $ 8 2,528 39 2,575
Plant consolidation expense........ 50 50
------- -------- ------- -------- --------
Total expenses....................... 8 14,631 2,227 16,866
Income (loss) from operations........ (8) 15,873 691 16,556
Interest expense, net................ 487 9,830 322 10,639
Income from equity investees......... 3,173 285 $ (3,458)
Other (income) expense, net.......... (635) 757 122
------- -------- ------- -------- --------
Income before income taxes........... 3,313 5,571 369 (3,458) 5,795
------- -------- ------- -------- --------
Income taxes......................... 52 2,398 84 2,534
------- -------- ------- -------- --------
Net income........................... $ 3,261 $ 3,173 $ 285 $ (3,458) $ 3,261
======= ======== ======= ======== ========
</TABLE>
F-26
<PAGE> 96
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net cash and cash equivalents
provided by operating activities... $ 3,934 $ 2,738 $ 1,041 $ 7,713
Cash flows from investing activities:
Purchase of net assets of Wellman,
net of cash acquired............. (61,607) (61,607)
Purchase of property, plant and
equipment........................ (3,145) (636) (3,781)
Loans to shareholders.............. (2,000) (2,000)
-------- -------- ------- -------- --------
Net cash and cash equivalents used in
investing activities............... (63,607) (3,145) (636) (67,388)
Cash flows from financing activities:
Proceeds from borrowings of long-
term debt........................ 102,000 102,000
Payments on long-term debt......... (30,606) (120) (30,726)
Net borrowings under revolving
credit lines..................... (1,280) (1,280)
Purchase of warrants............... (7,000) (7,000)
Deferred financing costs........... (2,799) (2,799)
Payment of preferred stock
dividend......................... (326) (326)
Other.............................. (121) (121)
-------- -------- ------- -------- --------
Net cash and cash equivalents
provided by financing activities... 59,989 (121) (120) 59,748
Net increase (decrease) in cash and
cash equivalents................. 316 (528) 285 73
Cash and cash equivalents, at
beginning of period................ 92 606 698
-------- -------- ------- -------- --------
Cash and cash equivalents, at end of
period............................. $ 408 $ 78 $ 285 $ 771
======== ======== ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net cash and cash equivalents and
cash equivalents provided by (used
in) operating activities........... $ (408) $ 4,168 $ 2,106 $ 5,866
Cash flows from investing activities:
Purchase of property, plant and
equipment........................ (6,247) (2,028) (8,275)
Other.............................. 162 162
-------- -------- ------- -------- --------
Net cash and cash equivalents used in
investing activities............... (6,085) (2,028) (8,113)
Cash flows from financing activities:
Proceeds from borrowings of long-
term debt........................ 178,901 1,966 506 181,373
Payments on long-term debt......... (149,314) (164) (287) (149,765)
Deferred financing costs........... (4,678) (4,678)
Payment of preferred stock
dividend......................... (226) (226)
Other.............................. 546 546
-------- -------- ------- -------- --------
Net cash and cash equivalents
provided by financing activities... 24,683 2,348 219 27,250
Net increase (decrease) in cash.... 24,275 431 297 25,003
Cash and cash equivalents, at
beginning of period................ 408 78 285 771
-------- -------- ------- -------- --------
Cash and cash equivalents, at end of
period............................. $ 24,683 $ 509 $ 582 $ 25,774
======== ======== ======= ======== ========
</TABLE>
F-27
<PAGE> 97
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net cash (used in) provided by
operating activities............... $ (4,920) $ 4,640 $ 3,067 $ 2,787
Cash flows from investing activities:
Purchase of property, plant and
equipment........................ (6,053) (1,616) (7,669)
Payments received on shareholder
notes............................ 162 162
-------- -------- ------- -------- --------
Net cash provided by (used in)
investing activities............... 162 (6,053) (1,616) (7,507)
Cash flows from financing activities:
Proceeds (payments) from borrowings
of long-term debt................ 5,935 274 (892) 5,317
Payment of preferred stock
dividend......................... (170) (170)
Deferred financing costs........... 55 362 417
Other.............................. 279 279
-------- -------- ------- -------- --------
Net cash provided by (used in)
financing activities............... 5,820 915 (892) 5,843
-------- -------- ------- -------- --------
Net increase (decrease) in cash and
cash equivalents................... 1,062 (498) 559 1,123
Cash and cash equivalents at
beginning of period................ 408 46 317 771
-------- -------- ------- -------- --------
Cash and cash equivalents at end of
period............................. $ 1,470 $ (452) $ 876 $ 1,894
======== ======== ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1997
-------------------------------------------------------------------------
COMBINED COMBINED
GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net cash and cash equivalents
provided by operating activities... $ 6,299 $ 3,640 $ 257 $ 10,196
Cash flows from investing activities:
Purchase of Hutchinson Foundry
Products Company................. (10,639) (10,639)
Purchase of Sinterloy, Inc......... (15,449) (15,449)
Purchase of property, plant and
equipment........................ (4,603) (195) (4,798)
Payments received on shareholder
loans............................ 163 163
-------- -------- ------- -------- --------
Net cash used in investing
activities......................... (25,925) (4,603) (195) (30,723)
Cash flows from financing activities:
(Payments) proceeds on long-term
debt............................. (1,751) 1,591 (623) (783)
Deferred financing costs........... (565) (565)
Payment of preferred stock
dividend......................... (240) (240)
Other.............................. (30) (28) 28 (30)
-------- -------- ------- -------- --------
Net cash (used in) provided by
financing activities............... (2,021) 998 (595) (1,618)
-------- -------- ------- -------- --------
Net (decrease) increase in cash and
cash equivalents................... (21,647) 35 (533) (22,145)
Cash and cash equivalents at
beginning of period................ 25,187 5 582 25,774
-------- -------- ------- -------- --------
Cash and cash equivalents at end of
period............................. $ 3,540 $ 40 $ 49 $ 3,629
======== ======== ======= ======== ========
</TABLE>
F-28
<PAGE> 98
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
N. INCREASE IN AUTHORIZED SHARES AND STOCK SPLIT
On , 1998, the Company amended its Certificate of
Incorporation to increase the authorized shares of Class A and Class B Common
Stock to 75,000,000 and 10,000,000, respectively. In addition, on
, 1998, the board of directors declared a 3.2299-for-one split of the
Company's Class A and Class B Common Stock to be effective in the form of a
stock dividend to be distributed on or about , 1998 to holders of
record on , 1998. Accordingly all numbers of common shares and
per share data have been restated to reflect the stock split. The par value of
the additional shares of common stock to be issued in connection with the stock
split will be credited to common stock and a like amount charged to additional
paid-in capital in the first quarter of 1998.
O. SUBSEQUENT EVENTS (UNAUDITED)
INITIAL PUBLIC OFFERING
On November 13, 1997, the Company's board of directors authorized the
filing of a registration statement with the Securities and Exchange Commission
permitting the Company to sell up to an aggregate of 3.5 million shares of its
Class A Common Stock (not including the underwriters' over-allotment option) to
the public. In connection with the public offering (the Offering), or as soon as
practicable after the closing, the Senior Subordinated Notes, together with
accrued and unpaid interest thereon, will be repaid in full, $35.0 million of
the Senior Notes, together with accrued and unpaid interest thereon, will be
repaid and certain shares of the Company's Series A, Series B and Series C
Preferred Stock will be redeemed, together with accrued and unpaid dividends
thereon. In connection with the repayment of the Senior Notes, the Company
expects to incur non-recurring extraordinary charges of $3.6 million in
prepayment penalties and $1.9 million as a result of the write-off of previously
capitalized deferred financing costs. The Company also intends to enter into a
$35.0 million five year unsecured term loan facility and replace its existing
Credit Facility with a new $50.0 million unsecured revolving credit facility.
The Company will effect the Preferred Stock Redemption by (1) redeeming all
of the outstanding shares of Series A Preferred Stock, 351 of the 702
outstanding shares of Series B Preferred Stock and seven of the 1,189
outstanding shares of Series C Preferred Stock at their liquidation value, plus
accrued and unpaid dividends, and (2) exchanging the remaining outstanding
shares of Series B and Series C Preferred Stock for an equal number of shares of
Series D Preferred Stock. All shares of Series A, Series B, and Series C
Preferred Stock redeemed or exchanged in the Preferred Stock Redemption will be
cancelled and permanently retired.
Dividends on the Series D Preferred Stock will be cumulative and accrue at
the rate of 9.8% per annum, payable quarterly. The holders of the Series D
Preferred Stock have the right to elect a majority of the members of the board
of directors and to vote separately as a class on any proposal to effect a
fundamental corporate change that is submitted to the stockholders of the
Company for a vote. The voting rights of the shares of the Series D Preferred
Stock will terminate upon the occurrence of certain events. The Company may,
either (1) with the consent of all holders of the Series D Preferred Stock for
as long as they have the voting rights described above, or (2) without the
consent of such holders following the termination of such voting rights, redeem
all of the outstanding shares of Series D Preferred Stock, provided the Company
is not in default in the payment of any dividends on such series of Preferred
Stock then outstanding, for $1,000 per share plus all accrued and unpaid
dividends to the date of redemption. Each share of Series D Preferred Stock is
entitled to a liquidation preference equal to $1,000 per share plus any accrued
and unpaid dividends thereon after payment of all debts and other liabilities of
the Company and before any payment or distribution is made on the Common Stock.
F-29
<PAGE> 99
HAWK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
STOCK OPTION PLAN
The 1997 Stock Option Plan was adopted in November 1997, and provides for
the grant of options to purchase an aggregate of 700,000 shares of the Company's
Class A Common Stock. The 1997 Plan provides for the grant to employees of
incentive stock options within the meaning of the Internal Revenue Code and for
the grant of nonstatutory options to eligible employees and non-employee
directors. Incentive stock options may be exercisable for up to ten years at an
option price of not less than the fair market value of the Common Stock on the
date that the option is granted, or for up to five years at an option price of
not less than 110% of the fair market value of the Class A Common Stock on the
date the option is granted in the case of an officer or other key employee who
owns, at the time the option is granted, more than ten percent of the Class A
Common Stock. Nonstatutory stock options may be exercisable for up to ten years
at such exercise price and upon such terms and conditions as a committee of the
board of directors may determine.
The 1997 Plan provides that unless otherwise provided in an individual
grant, an option will become immediately fully exercisable upon the occurrence
of certain transactions, such as the merger or sale of the Company.
At the closing of the Offering, options to purchase 310,000 shares of Class
A Common Stock will be outstanding under the 1997 Plan at an exercise price
equal to the public offering price and options to purchase 390,000 shares of
Class A Common Stock will remain available for grant.
RIGHTS AGREEMENT
On November 13, 1997, the board of directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock. The dividend is payable to the stockholders of record as of January 16,
1998, and with respect to Common Stock issued thereafter until the Distribution
Date, as defined in the Rights Agreement, and in certain circumstances, with
respect to Common Stock issued after the Distribution Date. Except as set forth
in the Rights Agreement, each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series E Preferred Stock (the "Series E Preferred Shares") at a price of $70 per
one one-thousandth of a Series E Preferred Share, subject to adjustment.
F-30
<PAGE> 100
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Helco, Inc.
We have audited the accompanying balance sheet of Helco, Inc. as of June
30, 1994, and the related statements of income, shareholder's equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Helco, Inc. at June 30,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Cleveland, Ohio
July 26, 1994
F-31
<PAGE> 101
HELCO, INC.
BALANCE SHEET
JUNE 30, 1994
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................................... $ 563,854
Accounts receivable.......................................................... 2,240,231
Inventories:
Raw materials............................................................. 246,179
Work-in-process........................................................... 579,186
Finished products......................................................... 513,975
----------
1,339,340
Prepaid expenses............................................................. 63,935
----------
Total current assets........................................................... 4,207,360
Property, plant and equipment:
Land......................................................................... 236,996
Building..................................................................... 2,052,734
Manufacturing equipment...................................................... 6,161,719
Office equipment............................................................. 217,709
----------
8,669,158
Less accumulated depreciation................................................ 5,039,901
----------
3,629,257
Other assets................................................................... 119,601
----------
TOTAL ASSETS................................................................... $ 7,956,218
==========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable............................................................. $ 747,893
Accrued payroll and payroll taxes............................................ 259,402
Accrued pension expense...................................................... 214,986
Income taxes payable......................................................... 526,118
Current portion of long-term debt............................................ 432,360
----------
Total current liabilities...................................................... 2,180,759
Long-term debt, less current portion........................................... 1,418,339
Deferred income taxes.......................................................... 299,539
Shareholder's equity:
Common stock, no par value; 1,000 shares authorized, 80 shares issued and
outstanding............................................................... 40,000
Retained earnings............................................................ 4,017,581
----------
Total shareholder's equity..................................................... 4,057,581
----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY..................................... $ 7,956,218
==========
</TABLE>
See notes to financial statements.
F-32
<PAGE> 102
HELCO, INC.
STATEMENT OF INCOME
YEAR ENDED JUNE 30, 1994
<TABLE>
<S> <C>
Net sales..................................................................... $ 13,529,367
Cost of products sold......................................................... 9,865,987
Gross margin.................................................................. 3,663,380
Selling, general and administrative expenses.................................. 1,247,383
Research and development...................................................... 221,270
-----------
2,194,727
Other income (expense):
Interest expense............................................................ (138,705)
Interest income............................................................. 11,485
Miscellaneous income........................................................ 64,358
-----------
(62,862)
-----------
Income before income taxes.................................................... 2,131,865
Provision for income taxes:
Current..................................................................... 838,963
Deferred.................................................................... 26,852
-----------
865,815
-----------
NET INCOME.................................................................... $ 1,266,050
===========
</TABLE>
See notes to financial statements.
F-33
<PAGE> 103
HELCO, INC.
STATEMENT OF SHAREHOLDER'S EQUITY
YEAR ENDED JUNE 30, 1994
<TABLE>
<CAPTION>
COMMON RETAINED
STOCK EARNINGS TOTAL
------- ---------- ----------
<S> <C> <C> <C>
Balance at July 1, 1993.............................. $40,000 $2,751,531 $2,791,531
Net income........................................... 1,266,050 1,266,050
------- ---------- ----------
Balance at June 30, 1994............................. $40,000 $4,017,581 $4,057,581
======= ========== ==========
</TABLE>
See notes to financial statements.
F-34
<PAGE> 104
HELCO, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30, 1994
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................................... $1,266,050
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................. 542,251
Deferred income taxes..................................................... 26,852
Changes in operating assets and liabilities:
Accounts receivable..................................................... (942,556)
Inventories and prepaid expenses........................................ (249,734)
Accounts payable and accrued expenses................................... 752,895
----------
Net cash provided by operating activities.................................... 1,395,758
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of property, plant and equipment................................. (445,645)
----------
Net cash used in investing activities.......................................... (445,645)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term debt................................................. (200,000)
Proceeds from long-term debt................................................. 17,445
Repayments of long-term debt................................................. (411,292)
----------
Net cash used in financing activities.......................................... (593,847)
----------
NET INCREASE IN CASH........................................................... 356,266
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................................. 207,588
----------
CASH AND CASH EQUIVALENTS AT END OF YEAR....................................... $ 563,854
==========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash payments for interest................................................... $ 141,381
==========
Cash payments for income taxes............................................... $ 400,149
==========
</TABLE>
See notes to financial statements.
F-35
<PAGE> 105
HELCO, INC.
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1994
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE BUSINESS
Helco, Inc. (the Company), previously doing business as Helsel, Inc.,
manufactures, markets and distributes powdered metal parts for its customers
located primarily throughout the midwestern United States.
CASH AND CASH EQUIVALENTS
The Company considers all highly-liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at lower of cost or market. Cost is determined by
the first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost. Depreciation is provided
over the estimated service lives of the respective classes of property, plant
and equipment assets using accelerated methods. Gains and losses upon disposal
or retirement are recorded in current operations.
PRODUCT RESEARCH AND DEVELOPMENT
Costs incurred in research, product development and engineering ($221,270)
are charged to operations as incurred.
INCOME TAXES
Deferred income taxes arise from temporary differences between income tax
and financial reporting and principally relate to accruals recorded for book
purposes that are not deductible for tax purposes until paid and the use of
accelerated depreciation methods for property, plant and equipment for income
tax purposes.
FAIR VALUE OF FINANCIAL INSTRUMENTS
At June 30, 1994, the carrying value of the Company's financial
instruments, which include cash, cash equivalents and long-term debt,
approximate their fair value. All of the Company's long-term debt bears interest
at variable rates. See Note B.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.
F-36
<PAGE> 106
HELCO, INC.
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
B. LONG-TERM DEBT
Long-term debt at June 30, 1994 was as follows:
<TABLE>
<S> <C>
Variable rate (currently 8.25%) equipment purchase obligation due
in monthly installments of $14,000, including interest........... $ 509,068
Variable rate (currently 7.25%) equipment purchase obligation, due
in monthly installments of $16,000, including interest........... 182,194
Variable rate (currently 8.0%) equipment purchase obligation, due
in monthly installments of 43,550, including interest............ 95,862
Variable rate (currently 6.5%) mortgage note payable in monthly
installments of $9,300, including interest....................... 902,019
Variable rate (currently 8.0%) equipment purchase obligation, due
in monthly installments of $3,000 including interest............. 145,292
Other.............................................................. 16,264
----------
1,850,699
Less payments due within one year.................................. 432,360
----------
TOTAL LONG-TERM DEBT............................................... $1,418,339
==========
</TABLE>
The above debt is secured by the Company's inventories, accounts receivable
and equipment.
The following is a schedule by years of maturity requirements on long-term
debt as of June 30, 1994:
<TABLE>
<S> <C>
1995............................................................... $ 432,360
1996............................................................... 270,324
1997............................................................... 269,987
1998............................................................... 184,000
1999............................................................... 105,521
Later years........................................................ 588,507
----------
TOTAL DEBT......................................................... $1,850,699
==========
</TABLE>
C. EMPLOYEE BENEFITS
The Company has a qualified defined contribution pension plan covering
substantially all of its employees. Contributions are based on a percent of the
individual employee's earnings. Expenses associated with the plan totaled
$214,986 during the year ended June 30, 1994.
The Company also sponsors an employees' savings and retirement plan in
which certain of its employees are eligible to participate. Participants may
elect to contribute a portion of their compensation to the plan. The Company is
required to contribute 50% of the participant's contribution, not to exceed 2%
of the participant's earnings. Expenses associated with the plan totaled $29,967
during the year ended June 30, 1994.
F-37
<PAGE> 107
HELCO, INC.
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
D. INCOME TAXES
Income taxes set forth in the statement of income are as follows:
<TABLE>
<S> <C>
Current:
Federal............................................................ $670,212
State.............................................................. 168,751
--------
838,963
Deferred............................................................. 26,852
--------
$865,815
========
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
The provision for income taxes differ from the amounts computed by applying
the federal statutory rate as follows:
<TABLE>
<S> <C>
Income tax at federal statutory rate..................................... 34.0%
State and local tax, net................................................. 5.2
Other, net............................................................... 1.4
----
40.6%
====
</TABLE>
E. SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISKS
During the year ended June 30, 1994, the Company had sales approximating
$9,068,879 to four customers. At June 30, 1994 amounts due from these customers
included in accounts receivable was $1,458,672.
F. SUBSEQUENT EVENT
Effective July 1, 1994, substantially all of the net assets of the Company
were sold to a group of outside investors.
F-38
<PAGE> 108
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
S.K. Wellman Limited, Inc.
We have audited the consolidated balance sheets of S.K. Wellman Limited,
Inc. and subsidiaries (a wholly-owned subsidiary of MLX Corp.) as of December
31, 1993 and 1994, and the related consolidated statements of operations,
shareholder's equity, and cash flows for the years then ended. We have also
audited the statements of operations and cash flows of S.K. Wellman Limited,
Inc. and subsidiaries for the six months ended June 30, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of S.K. Wellman
Limited, Inc. and subsidiaries at December 31, 1993 and 1994, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 1993 and 1994 and the six months ended June 30, 1995 in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Cleveland, Ohio
September 26, 1996
F-39
<PAGE> 109
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1994 1993
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................ $ 290 $ 446
Accounts receivable................................................. 8,357 9,638
Inventories:
Raw materials and work-in-process................................ 6,151 7,328
Finished products................................................ 2,298 2,353
------- -------
8,449 9,681
Prepaid expenses and other current assets........................... 585 957
Deferred income taxes............................................... 825 618
------- -------
Total current assets.................................................. 18,506 21,340
Property, plant and equipment:
Land and improvements............................................... 1,179 1,239
Buildings and improvements.......................................... 6,908 7,376
Machinery and equipment............................................. 15,686 17,581
Construction in progress............................................ 533 1,178
------- -------
24,306 27,374
Less accumulated depreciation and amortization...................... 12,250 14,012
------- -------
12,056 13,362
Other assets:
Receivable from MLX Corp............................................ 1,467 2,151
Intangible assets, less accumulated amortization of $3,060 in 1993
and $3,558 in 1994............................................... 2,370 1,925
Other............................................................... 536 510
------- -------
TOTAL ASSETS.......................................................... $34,935 $39,288
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................................... $ 3,356 $ 4,615
Accrued compensation and benefits................................... 2,214 2,764
Accrued taxes....................................................... 403 769
Other accrued liabilities and expenses.............................. 1,481 1,552
Current portion of long-term debt................................... 53 61
------- -------
Total current liabilities............................................. 7,507 9,761
Long-term liabilities:
Debt................................................................ 12,390 10,997
Deferred income taxes............................................... 224 181
Other............................................................... 2,261 2,893
------- -------
Total long-term liabilities........................................... 14,875 14,071
Shareholder's equity:
Preferred stock, $100 par value -- authorized 20,000 shares; none
outstanding
Common stock, $1 par value -- authorized and outstanding 250,000
shares........................................................... 250 250
Retained earnings................................................... 14,044 16,838
Other equity adjustments............................................ (1,536) (1,427)
Cost of 3,750 shares of common stock held for retirement............ (205) (205)
------- -------
Total shareholder's equity............................................ 12,553 15,456
------- -------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY............................ $34,935 $39,288
======= =======
</TABLE>
See notes to consolidated financial statements.
F-40
<PAGE> 110
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED
-------------------- JUNE 30,
1993 1994 1995
------- ------- ----------
<S> <C> <C> <C>
Net sales................................................ $57,036 $60,858 $ 34,916
Costs and expenses:
Cost of products sold.................................. 43,174 46,365 26,617
Selling, general and administrative expenses........... 6,196 6,772 3,085
MLX Corp. management fee............................... 950 1,200 600
Amortization of intangibles............................ 175 175 87
------- ------- --------
50,495 54,512 30,389
------- ------- --------
Operating earnings....................................... 6,541 6,346 4,527
Interest expense......................................... (1,746) (1,369) (660)
Intercompany interest income............................. 151 185 109
Other (expense) income................................... (122) 115 (6)
------- ------- --------
Earnings before income taxes............................. 4,824 5,277 3,970
Provision for income taxes:
Federal income taxes................................... 1,422 1,489 1,016
Foreign, state and local income taxes.................. 533 994 680
------- ------- --------
1,955 2,483 1,696
------- ------- --------
NET EARNINGS............................................. $ 2,869 $ 2,794 $ 2,274
======= ======= ========
</TABLE>
See notes to consolidated financial statements.
F-41
<PAGE> 111
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON
STOCK TOTAL
COMMON RETAINED OTHER EQUITY HELD FOR SHAREHOLDER'S
STOCK EARNINGS ADJUSTMENTS RETIREMENT EQUITY
------ -------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1993........ $250 $14,552 $ (1,026) $ (205) $13,571
Net earnings....................... 2,869 2,869
Dividend to MLX Corp............... (3,377) (3,377)
Foreign currency translation
adjustment....................... (445) (445)
Pension adjustment................. (65) (65)
---- ------- -------- ------ -------
Balances at December 31, 1993...... 250 14,044 (1,536) (205) 12,553
Net earnings....................... 2,794 2,794
Foreign currency translation
adjustment....................... 109 109
---- ------- -------- ------ -------
Balances at December 31, 1994...... $250 $16,838 $ (1,427) $ (205) $15,456
==== ======= ======== ====== =======
</TABLE>
See notes to consolidated financial statements.
F-42
<PAGE> 112
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER SIX MONTHS
31, ENDED
-------------------- JUNE 30,
1993 1994 1995
------- ------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings.............................................. $ 2,869 $ 2,794 $ 2,274
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization........................... 2,501 2,269 1,099
Changes in operating assets and liabilities:
Accounts receivable.................................. (84) (1,281) (907)
Inventories and prepaid expenses..................... (507) (1,604) (891)
Accounts payable and accrued expenses................ 1,486 2,116 143
Deferred income taxes................................ (449) 191
Other................................................ (1,152) 124 301
------- ------- --------
Net cash provided by operating activities................. 4,664 4,609 2,019
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment................ (1,820) (2,983) (1,334)
Collection of intercompany advances and interest.......... 1,731 1,140 372
Advances to MLX Corp...................................... (1,247) (1,824)
------- ------- --------
Net cash used in investing activities..................... (1,336) (3,667) (962)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings of long-term debt.............................. 10,740 365
Repayments of long-term debt.............................. (8,132) (1,750) (1,759)
Changes in capital lease obligations...................... 599 256
Dividends paid to MLX Corp................................ (5,900)
------- ------- --------
Net cash used in financing activities..................... (3,292) (786) (1,503)
------- ------- --------
Net increase (decrease) in cash........................... 36 156 (446)
Cash at beginning of period............................... 254 290 446
------- ------- --------
CASH AT END OF PERIOD..................................... $ 290 $ 446 $ 0
======= ======= ========
</TABLE>
See notes to consolidated financial statements.
F-43
<PAGE> 113
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1994
AND THE SIX MONTHS ENDED JUNE 30, 1995
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE BUSINESS
S.K. Wellman Limited, Inc. (S.K. Wellman or the Company), is a wholly-owned
subsidiary of MLX Corp. (MLX). The Company designs and manufactures proprietary
high-energy friction material and related products for original equipment and
aftermarket applications in the aircraft industry and for heavy equipment
brakes, transmissions and clutches. The Company serves many large manufacturing
companies around the world through subsidiary manufacturing and sales offices
located in Brook Park, Ohio; LaVergne, Tennessee; Solon, Ohio; Concord, Ontario;
Orzinuovi, Italy; and an affiliation with Tokai Carbon Co., Limited in Tokyo,
Japan.
On June 30, 1995, substantially all of the net assets of the Company were
acquired, for cash, by Hawk Corporation for a purchase price of approximately
$62 million. The acquisition was accounted for as a purchase. The operating
results of the Company have been included in Hawk Corporation's consolidated
financial statements since the date of acquisition.
PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of S.K. Wellman and its
wholly-owned subsidiaries. Upon consolidation, all significant intercompany
accounts and transactions have been eliminated.
INVENTORIES
Inventories are stated at lower of cost or market. Cost is determined by
the first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost and include expenditures
for additions and major improvements. Expenditures for repairs and maintenance
are charged to operations as incurred. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of the
respective assets.
INTANGIBLE ASSETS
Intangible assets are amortized using the straight-line method over the
weighted average lives indicated in the following table. The components of
intangible assets are as follows:
<TABLE>
<CAPTION>
1993 1994 LIFE
------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Excess of cost of acquired businesses over
the fair value of the net assets
acquired.................................. $ 1,699 $ 1,699 10 years
Deferred financing costs.................... 907 953 11 years
Proprietary formulations and patents........ 1,806 1,806 10 years
Pension costs............................... 1,018 1,025 15 years
------- --------
5,430 5,483
Accumulated amortization.................... (3,060) (3,558)
------- --------
$ 2,370 $ 1,925
======= ========
</TABLE>
F-44
<PAGE> 114
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
PRODUCT RESEARCH AND DEVELOPMENT
Costs incurred in research, product development and engineering ($3.4
million in 1993 and 1994 and $1.9 million for the six months ended June 30,
1995) are charged to operations as incurred. The Company recorded the research
and product development portion of this expense ($1.7 million in 1993, $1.4
million in 1994 and $.7 million for the six months ended June 30, 1995) as
selling, general and administrative expense in the Consolidated Statements of
Operations.
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of foreign subsidiaries are translated into U.S.
dollars at current exchange rates with the resulting cumulative translation
adjustment reflected as an Other Equity Adjustment in shareholder's equity.
Exchange adjustments resulting from certain transactions, included in other
(expense) income in the accompanying Consolidated Statements of Operations were
a $255,000 loss in 1993, $95,000 income in 1994 and $10,000 income for the six
months ended June 30, 1995.
INCOME TAXES
In accordance with a tax sharing agreement between MLX and the Company, MLX
charges the Company for federal income taxes computed as if the Company was not
part of the consolidated federal income tax return. In addition, the Company
records provisions for foreign, state and local income taxes.
Deferred income taxes arise from temporary differences between income tax
and financial reporting and principally relate to accruals recorded for book
purposes that are not deductible for tax purposes until paid and the use of
accelerated depreciation methods for property, plant and equipment for income
tax purposes.
RECLASSIFICATION
Certain reclassifications have been made in the 1993 financial statements
to conform with the 1994 and 1995 presentation.
B. RELATIONSHIP WITH MLX CORP.
The Company has a Management Services Agreement with MLX under which MLX
provides certain senior management and financial services to the Company for a
fee.
The Company advanced $4 million in cash to MLX in 1990 and made additional
advances totaling $1.2 million in 1993 and $1.8 million in 1994. The Company
charges MLX interest on these advances at a rate which is equal to the rate
which the Company pays on its senior credit facility. The intercompany balance
is adjusted quarterly for charges by MLX for federal income taxes on the
Company's taxable income.
F-45
<PAGE> 115
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
C. LONG-TERM DEBT
The components of long-term debt are as follows:
<TABLE>
<CAPTION>
1994 1993
------- -------
(IN THOUSANDS)
<S> <C> <C>
Senior credit facility:
Revolving credit facility............................. $ 2,345 $ 1,981
Real estate term facility............................. 6,450 8,399
Mezzanine component................................... 1,350 550
Equipment term note................................... 420
Subordinated note....................................... 1,703
Note payable to bank.................................... 175 128
12,443 11,058
Less current portion.................................... 53 61
------- -------
$12,390 $10,997
======= =======
</TABLE>
The Company has available a $19.7 million credit facility (the senior
credit facility). During 1994, the loan and security agreement was amended to
extend the expiration of the facility through January 1998 and to consolidate
the real estate term facility, the original equipment term note and the proceeds
used to repay the seller note into the consolidated term loan.
The senior credit facility provides for four borrowing components with
varying rates and repayment obligations. Included in the senior credit facility
is a secured revolving credit component with a maximum borrowing limit of $7.2
million which expires in January 1998. This revolving loan bears interest at
prime rate plus 1.25% (9.75%) at December 31, 1994 compared to prime rate plus
2.0% (8%) at December 31, 1993. The amount which may be borrowed is subject to
certain availability formulas regarding accounts receivable and inventory.
The senior credit facility also includes a secured consolidated term loan
component with an initial balance of $8.5 million. This loan requires monthly
amortization of $101,000 with any remaining unpaid balance payable in January
1998. The loan bears an initial interest rate of prime plus 2% dropping to prime
plus 1.75% after certain conditions are met.
These components of the senior credit facility are secured by a lien on
substantially all the North American assets of the Company and a pledge of the
common stock of its Italian subsidiary. The agreements require the Company to,
among other things, maintain specified levels of working capital, net worth and
profitability. This agreement also limits cash dividends and loans to MLX. Under
the most restrictive covenants, retained earnings in the amount of approximately
$1.3 million were free from limitations on the payment of dividends to MLX at
December 31, 1994.
An additional component of the senior credit facility is a $2 million,
unsecured, 30-month mezzanine term facility expiring in July 1995 with monthly
amortization requirements of $67,000 and an interest rate of prime plus 3.5%.
This facility may be prepaid, under certain circumstances, with no penalty.
The senior credit facility also has available a line of credit intended to
fund capital expenditures up to a maximum of $2 million. This note bears
interest at prime rate plus 1.75% and requires equal monthly amortization
payments based on a five year term with any remaining unpaid balance payable in
January 1997. Advances are made at the Company's request and may occur at any
time until January 1997. At December 31, 1994 no amounts were outstanding under
the arrangement.
F-46
<PAGE> 116
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The note payable to bank was used to fund certain capital expenditures in
Italy. The note bears interest at 9%, is unsecured, and is due in varying
quarterly installments through December 1996.
The Company intends to finance current maturities of long-term borrowings,
except the Italian note payable to bank, through availability under the
revolving credit facility.
Aggregate maturities and other reductions of debt are: 1995 -- $61,000;
1996 -- $1.3 million; 1997 -- $1.2 million and 1998 -- $8.5 million.
Interest paid was $1.4 million in 1993, $1.2 million in 1994 and $.6
million for the six months ended June 30, 1995.
D. EMPLOYEE BENEFITS
The Company sponsors a defined contribution pension plan which covers a
majority of its U.S. employees. The plan provides for voluntary employee
contributions, a matching Company contribution and a discretionary Company
contribution. Expenses related to this plan were $470,000, $516,000 and $285,000
in 1993, 1994 and for the six months ended June 30, 1995, respectively.
The Company and certain of its subsidiaries sponsor two non-contributory
defined benefit pension plans covering certain of their U.S. and Canadian
employees. Benefits under one plan is based on compensation during the years
immediately preceding retirement. Under the other plan, the benefits are based
on a fixed annual benefit for each year of credited service. It is the Company's
policy to make contributions to these plans sufficient to meet minimum funding
requirements of the applicable laws and regulations, plus such additional
amounts, if any, as the Company's actuarial consultants advise to be
appropriate. Plan assets consist principally of equity securities and fixed
income instruments.
A summary of the components of net periodic pension costs for the plans is
as follows:
<TABLE>
<CAPTION>
1994 1993
------ ------
(IN THOUSANDS)
<S> <C> <C>
Service cost.................................................. $ 105 $ 125
Interest cost................................................. 259 160
Actual return on plan assets.................................. (281) 71
Net amortization and deferral................................. 88 (227)
------ ------
$ 171 $ 129
====== ======
Assumptions used were:
Weighted average discount rate.............................. 7.44% 8.38%
Rate of increase in compensation levels..................... 6.00% 5.00%
Weighted average expected long-term rate of return on
assets................................................... 8.63% 8.63%
</TABLE>
F-47
<PAGE> 117
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The following table presents the funded status and amounts recognized in
the consolidated financial statements at December 31, 1993 and 1994, related to
the defined benefit plans (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1993 DECEMBER 31, 1994
---------------------------- ----------------------------
ASSETS ACCUMULATED ASSETS ACCUMULATED
EXCEED BENEFITS EXCEED BENEFITS
ACCUMULATED EXCEED ACCUMULATED EXCEED
BENEFITS ASSETS BENEFITS ASSETS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ACTUARIAL PRESENT VALUE OF BENEFIT
OBLIGATIONS
Vested benefit obligations........ $ (423) $(1,407) $(372) $(1,558)
======= ======= ===== =======
Accumulated benefit obligations... $ (434) $(1,613) $(381) $(1,772)
======= ======= ===== =======
Projected benefit obligations..... $ (537) $(1,613) $(495) $(1,772)
Plan assets at fair value......... 1,012 984 891 1,038
------- ------- ----- -------
Projected benefit obligations less
than (in excess of) plan
assets.......................... 475 (629) 396 (734)
Unrecognized net loss............. 93 86 149
Prior service cost not yet
recognized in net periodic
pension cost.................... 200 170 349
Unrecognized net obligation
(asset) at January 1............ (284) 214 (246) 76
Adjustment required to recognize
minimum liability............... (500) (574)
------- ------- ----- -------
PREPAID (ACCRUED) PENSION COST AT
DECEMBER 31..................... $ 284 $ (629) $ 320 $ (734)
======= ======= ===== =======
</TABLE>
The Company provides a fixed noncontributory benefit toward postretirement
health care for certain of its U.S. retired union employees. Projected future
costs of providing postretirement health care benefits are recognized as expense
as employees render service. In 1993, the Company recognized a transition
obligation amounting to approximately $540,000, for prior service costs as of
January 1, 1993. This transition obligation is being amortized into general and
administrative expenses over 20 years. The weighted average discount rate used
in determining the accumulated postretirement benefit obligation was 7%.
Postretirement benefit costs amounted to $62,000, $50,000 and $13,500 in 1993,
1994 and the six months ended June 30, 1995, respectively.
E. LEASES
The Company has lease commitments for buildings and equipment. Future
minimum annual rentals are: 1995 -- $211,000, 1996 -- $188,000, 1997 -- $158,000
1998 -- $115,000, 1999 -- $47,000, thereafter -- $135,000. Amount representing
interest is $211,000.
The Company leases certain office and warehouse facilities and equipment
under operating leases. Rental expense was $312,000, $367,000 and $162,000, in
1993, 1994 and the six months ended June 30, 1995, respectively. Future minimum
lease commitments under these agreements which have an original or existing term
in excess of one year as of December 31, 1994 are as follows: 1995 -- $259,000;
1996 -- $128,000; 1997 -- $76,000; 1998 -- $11,000 and 1999 -- $9,000.
F-48
<PAGE> 118
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
F. INCOME TAXES
The results of the Company's operations are included in the consolidated
federal income tax returns of MLX Corp. Income taxes set forth in the
Consolidated Statements of Operations are as follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED
------------------ JUNE 30,
1993 1994 1995
------ ------ ----------
<S> <C> <C> <C>
Federal:
Current.................................... $1,810 $1,298 $1,016
Deferred................................... (388) 191 0
------ ------ ------
1,422 1,489 1,016
219 699 424
Foreign,
State and local:
Current.................................... 375 295 256
Deferred................................... (61)
------ ------ ------
314 295 256
------ ------ ------
$1,955 $2,483 $1,696
====== ====== ======
</TABLE>
The provision for income taxes differ from the amounts computed by applying
the federal statutory rate as follows:
<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED
-------------- JUNE 30,
1993 1994 1995
---- ---- ----------
<S> <C> <C> <C>
Income tax at federal statutory rate.............. 34.0% 34.0% 34.0%
State and local tax, net.......................... 4.3 3.7 4.3
Nondeductible goodwill amortization and other..... 0.6 0.9 0.7
Foreign tax rate differential..................... 3.5 6.1 3.8
Other, net........................................ (1.9) 2.4 0.0
---- ---- ----
40.5% 47.1% 42.8%
==== ==== ====
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax
F-49
<PAGE> 119
S.K. WELLMAN LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
purposes. Significant components of the Company's net deferred tax assets as of
December 31, 1993 and 1994 are as follows (in thousands):
<TABLE>
<CAPTION>
1993 1994
----- -----
<S> <C> <C>
Deferred tax assets:
Accrued vacation.......................................... $ 321 $ 181
Inventory obsolescence.................................... 193 93
Accrued pension........................................... 138 8
Other reserves............................................ 173 336
----- -----
Total deferred tax assets................................... 825 618
Deferred tax liabilities:
Tax over book depreciation................................ (193) (201)
Other..................................................... (31) 20
----- -----
Total deferred tax liabilities.............................. (224) (181)
----- -----
Net deferred tax assets..................................... $ 601 $ 437
===== =====
</TABLE>
Undistributed earnings of the Company's foreign subsidiaries were not
significant at December 31, 1994. Those earnings are considered to be
indefinitely reinvested and, accordingly, no provision for U.S. federal and
state income taxes has been provided. Upon distribution of these earnings in the
form of dividends or otherwise, the Company would be subject to both U.S. income
taxes and withholding taxes payable to various foreign countries.
The Company paid foreign, state and local income taxes amounting to
$504,000 and $628,000 in 1993 and 1994, respectively.
G. OTHER MATTERS
Sales of foreign operations were $10.1 million, $11.8 million and $7.6
million in 1993, 1994 and for the six months ended June 30, 1995, respectively,
with operating earnings of $.9 million, $1.6 million and $1.2 million in 1993,
1994 and six months ended June 30, 1995, respectively, and net loss of $16,000,
net income of $514,000 and net income of $385,000 in 1993, 1994 and for the six
months ended June 30, 1995, respectively. Identifiable assets of foreign
operations were $9.4 million and $10.8 million at December 31, 1993 and 1994,
respectively.
The percentage of net sales to major customers was as follows:
<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED
-------------- JUNE 30,
1993 1994 1995
---- ---- ----------
<S> <C> <C> <C>
Customer A.......................................... 16% 15% 17%
Customer B.......................................... 9% 9% 13%
Customer C.......................................... 14% 16% 12%
</TABLE>
The Company provides credit, in the normal course of its business, to
original equipment and after-market companies in the aircraft and heavy
equipment industries. The Company's customers are not concentrated in any
specific geographic region. The Company performs ongoing credit evaluations of
its customers and maintains allowances for potential credit losses which, when
realized, have been within the range of management's expectations.
F-50
<PAGE> 120
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Houghton Acquisition Corporation d/b/a
Hutchinson Foundry Products Company:
We have audited the accompanying balance sheets of Houghton Acquisition
Corporation d/b/a Hutchinson Foundry Products Company (the "Company") as of
December 31, 1996 and 1995 and the related statements of income, stockholders'
equity (deficit) and cash flows for each of the years in the three-year period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 1996 and 1995 and the results of its operations and its cash flows for each
of the years in the three-year period ended December 31, 1996, in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
St. Louis, Missouri
February 5, 1997
F-51
<PAGE> 121
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 289,620 $ 21,945
Accounts receivable, net of estimated allowance for doubtful
accounts of $-0- and $90,500 in 1996 and 1995,
respectively................................................ 1,378,577 1,007,205
Inventories.................................................... 444,751 226,150
Prepaid expenses and other assets.............................. 142,650 35,608
Refundable income taxes........................................ 141,259
Deferred income taxes.......................................... 51,000 124,000
---------- ----------
Total current assets...................................... 2,447,857 1,414,908
---------- ----------
Property, plant and equipment.................................... 3,957,584 3,248,921
Less accumulated depreciation.................................... 1,140,904 827,744
---------- ----------
2,816,680 2,421,177
---------- ----------
Other assets:
Prepaid pension cost........................................... 175,789 177,373
Debt financing costs, net of accumulated amortization of
$196,238 in 1995............................................ 10,586
Noncompete agreement, net of accumulated amortization of
$400,000 and $300,000 in 1996 and 1995, respectively........ 100,000 200,000
Goodwill, net of accumulated amortization of $104,933 and
$78,699 in 1996 and 1995, respectively...................... 789,314 815,548
Other intangible assets, net of accumulated amortization of
$57,512 and $45,484 in 1996 and 1995, respectively.......... 16,727 28,755
---------- ----------
Total other assets........................................ 1,081,830 1,232,262
---------- ----------
Total assets.............................................. $6,346,367 $5,068,347
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Borrowings on revolving line of credit......................... $ 131,950
Current portion of long-term debt.............................. $ 100,000 100,000
Current portion of capital lease obligations................... 79,584
Accounts payable............................................... 518,940 223,227
Accrued expenses............................................... 249,915 345,771
Income taxes payable........................................... 52,000
Preferred stock dividends payable.............................. 38,389
---------- ----------
Total current liabilities................................. 948,439 891,337
Long-term debt, net of current portion........................... 25,000 375,000
Capital lease obligations, net of current portion................ 545,157
Deferred income taxes............................................ 350,000 308,000
Cumulative redeemable preferred stock............................ 1,434,000 1,360,000
Common stock purchase warrants subject to put option............. 3,283,524 2,269,470
Stockholders' equity (deficit)................................... (239,753) (135,460)
---------- ----------
Total liabilities and stockholders' equity (deficit)...... $6,346,367 $5,068,347
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-52
<PAGE> 122
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Net sales............................................ $8,621,385 $8,133,452 $8,687,853
Cost of goods sold................................... 5,776,692 5,417,039 5,860,256
---------- ---------- ----------
Gross profit....................................... 2,844,693 2,716,413 2,827,597
Selling, general and administrative expenses......... 793,944 868,470 876,046
Amortization expense................................. 148,848 493,160 689,260
---------- ---------- ----------
Income from operations............................. 1,901,901 1,354,783 1,262,291
---------- ---------- ----------
Other income (expense):
Interest expense................................... (23,530) (145,061) (254,775)
Other, net......................................... 20,390 7,150 8,975
---------- ---------- ----------
(3,140) (137,911) (245,800)
---------- ---------- ----------
Income before provision for income taxes........... 1,898,761 1,216,872 1,016,491
Provision for income taxes........................... 791,000 486,000 419,400
---------- ---------- ----------
Net income........................................... $1,107,761 $ 730,872 $ 597,091
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-53
<PAGE> 123
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
RETAINED
ADDITIONAL EARNINGS
COMMON PAID-IN (ACCUMULATED
STOCK CAPITAL DEFICIT) TOTAL
------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Balance, January 1, 1994...................... $5,000 $ 495,000 $ 42,044 $ 542,044
Net income.................................... 597,091 597,091
Dividends on preferred stock.................. (123,997) (123,997)
Accretion on preferred stock and stock
warrants.................................... (954,412) (954,412)
------- --------- ------------ -----------
Balance, December 31, 1994.................... 5,000 495,000 (439,274) 60,726
Net income.................................... 730,872 730,872
Dividends on preferred stock.................. (124,000) (124,000)
Accretion on preferred stock and stock
warrants.................................... (803,058) (803,058)
------- --------- ------------ -----------
Balance, December 31, 1995.................... 5,000 495,000 (635,460) (135,460)
Net income.................................... 1,107,761 1,107,761
Dividends on preferred stock.................. (124,000) (124,000)
Accretion on preferred stock and stock
warrants.................................... (1,088,054) (1,088,054)
------- --------- ------------ -----------
Balance, December 31, 1996.................... $5,000 $ 495,000 $ (739,753) $ (239,753)
======= ========= ============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-54
<PAGE> 124
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................... $ 1,107,761 $ 730,872 $ 597,091
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation..................................... 313,160 289,064 282,642
Amortization..................................... 148,848 493,160 689,260
Deferred income taxes............................ 115,000 14,000 107,000
Loss on disposals of equipment................... 10,918
Changes in Assets and Liabilities:
Accounts receivable.............................. (371,372) 53,736 91,486
Inventories...................................... (218,601) 80,534 (27,470)
Prepaid expenses and other assets................ (107,042) (9,313) (15,511)
Prepaid pension cost............................. 1,584 (28,714) (17,061)
Accounts payable................................. 295,713 (76,871) 24,219
Accrued expenses................................. (95,856) (51,105) 43,954
Income taxes refundable/payable.................. (193,259) 30,825 14,175
----------- ----------- ----------
Net cash provided by operating activities........... 995,936 1,537,106 1,789,785
----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment.......... (58,035) (57,119) (93,278)
Proceeds from disposals of equipment................ 32,000 42,500
----------- ----------- ----------
Net cash used in investing activities............... (58,035) (25,119) (50,778)
----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt........................ (350,000) (2,134,150) (1,350,044)
Repayments of capital lease obligations............. (25,887)
Borrowings under revolving line of credit........... 1,328,895 461,644 327,843
Repayments under revolving line of credit........... (1,460,845) (329,694) (327,843)
Dividends paid on preferred stock................... (162,389) (124,000) (123,318)
----------- ----------- ----------
Net cash used in financing activities............... (670,226) (2,126,200) (1,473,362)
----------- ----------- ----------
Net increase (decrease) in cash and cash
equivalents...................................... 267,675 (614,213) 265,645
Cash and cash equivalents, beginning of year.......... 21,945 636,158 370,513
----------- ----------- ----------
Cash and cash equivalents, end of year................ $ 289,620 $ 21,945 $ 636,158
=========== =========== ==========
SUPPLEMENTAL DISCLOSURES:
Income taxes paid................................... $ 869,000 $ 451,000 $ 298,000
=========== =========== ==========
Interest paid....................................... $ 24,000 $ 170,000 $ 236,000
=========== =========== ==========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Equipment acquired under capital lease agreements..... $ 650,628
===========
Dividends declared but not paid as of December 31..... $ 38,389 $ 38,389
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-55
<PAGE> 125
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
1. DESCRIPTION OF BUSINESS:
Effective December 31, 1992, Houghton Acquisition Corporation (the
"Company") purchased substantially all of the assets of Hutchinson Foundry
Products Company. The Company's principal business is the production and sale of
rotors for use in subfractional horsepower motors and, to a lesser extent, the
machining and sale of aluminum extrusions and castings, principally fan spacers
used by engine manufacturers and gas nozzles used in gasoline pumping units. The
Company sells its products primarily in the Midwest region of the United States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A. CASH AND CASH EQUIVALENTS: Cash and cash equivalents include cash, bank
deposits and highly liquid investments purchased with original
maturities of three months or less.
B. INVENTORIES: Inventories are stated at the lower of cost or market.
Cost is determined principally using the first-in, first-out method.
C. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment acquired
in conjunction with the Acquisition (see Note 1) were recorded at their
estimated fair value at the acquisition date based on independent
appraisals obtained near the acquisition date. Property, plant and
equipment purchased subsequent to the acquisition are recorded at cost.
Depreciation is computed utilizing the straight-line method over the
estimated useful lives of the assets which are as follows:
<TABLE>
<S> <C>
Land improvements............................................ 15 years
Buildings.................................................... 20 years
Machinery and equipment...................................... 10 years
Vehicles and computers....................................... 3-5 years
</TABLE>
Upon retirement or replacement, the cost and related accumulated
depreciation are removed from the respective accounts and any resulting
gain or loss is included in earnings. Expenditures for maintenance and
repairs are charged to operations as incurred, while renewals and
betterments which extend the useful lives of the assets are capitalized.
D. DEBT FINANCING COSTS: Costs incurred in connection with obtaining and
securing the bank loan agreement have been capitalized and are being
amortized over the period of the related borrowings. Amortization
expense for 1996, 1995 and 1994 was $10,586, $68,948 and $68,957,
respectively.
E. NONCOMPETE AGREEMENT: In connection with the acquisition (see Note 1),
the Company entered into a noncompete agreement with the seller valued
at $500,000. Under this noncompete agreement, the seller has agreed not
to compete with the Company through December 31, 1997.
The value of the noncompete agreement is being amortized over the term
of the agreement using the straight-line method. Amortization expense
was $100,000 for 1996, 1995 and 1994.
F. GOODWILL: The excess of the purchase price of the Company over the fair
value of the tangible and identifiable intangible net assets acquired
(see Note 1) has been allocated to goodwill. Goodwill is being amortized
on a straight-line basis over a period of forty years. Amortization
expense was $26,234 for 1996, 1995 and 1994.
F-56
<PAGE> 126
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
At each balance sheet date, management assesses whether there has been a
permanent impairment of the value of goodwill. The factors considered by
management in performing this assessment include current operating
results, trends and prospects as well as the effects of obsolescence,
demand, competition and other economic factors. Management has concluded
that no impairment of the value of goodwill has occurred as of any of
the balance sheet dates presented.
G. OTHER INTANGIBLE ASSETS: Other intangible assets at December 31, 1996
consist of organization costs which are being amortized over five years.
Amortization expense related to these costs amounted to $12,028 for
1996.
Prior to 1996, other intangible assets also included a sales agreement
and a union employment agreement, the values of which were based on
independent appraisals at the date of acquisition (see Note 1). These
intangible assets were amortized on a straight-line basis over the terms
of the respective agreements and became fully amortized during 1995.
Amortization expense related to other intangible assets amounted to
$297,978 and $494,069 in 1995 and 1994, respectively.
H. INCOME TAXES: Deferred tax liabilities and assets are recognized for
the expected future tax consequences of events that have been included
in the financial statements or tax returns. Deferred tax liabilities and
assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax
rates as of the balance sheet date which are expected to be applied to
taxable income in the periods in which the deferred tax liability or
asset is expected to be settled or realized. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized.
I. PREFERRED STOCK AND STOCK WARRANTS: The proceeds received related to
the preferred stock and stock warrants have been allocated to the
respective instruments based upon their estimated fair values as of
March 10, 1993, the effective date of the related Securities Purchase
Agreement. The preferred stock is being accreted to its redemption value
as of March 10, 1998 using the interest method. The stock warrants are
being accreted on a straight-line basis to their estimated value as of
their earliest put date, March 10, 1998, using a formula based on a
multiple of earnings adjusted for certain items as defined in the
Securities Purchase Agreement. Accretion is effected via corresponding
decreases to the Company's retained earnings and constitutes noncash
transactions for purposes of the accompanying statements of cash flows.
J. ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
3. MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK:
The Company has entered into an agreement with one of its largest customers
which entitles the Company to be this customer's exclusive supplier of die cast
rotors, under certain terms and conditions. The current agreement extends
through August 31, 1998.
F-57
<PAGE> 127
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
The following is a summary of sales and uncollateralized accounts
receivable by year and as of December 31, respectively, to individual customers
in amounts that exceeded ten percent of total Company net sales and accounts
receivable, respectively:
<TABLE>
<CAPTION>
NUMBER OF
CUSTOMERS COMBINED PERCENT OF
WITH SALES TO TOTAL
SIGNIFICANT SIGNIFICANT COMPANY
YEAR ENDED DECEMBER 31, SALES CUSTOMERS NET SALES
------------------------------------------- ----------- -------------- ----------
<S> <C> <C> <C>
1996....................................... 2 $3.9 million 45%
1995....................................... 2 $3.9 million 48%
1994....................................... 3 $5.0 million 58%
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF
CUSTOMERS COMBINED PERCENT OF
WITH ACCOUNTS TOTAL
SIGNIFICANT RECEIVABLE COMPANY
ACCOUNTS OF SIGNIFICANT ACCOUNTS
AS OF DECEMBER 31, RECEIVABLE CUSTOMERS RECEIVABLE
-------------------------------------------- ----------- -------------- ----------
<S> <C> <C> <C>
1996........................................ 3 $860,000 62%
1995........................................ 2 $577,000 57%
</TABLE>
Management expects that sales to the Company's major customers will
continue to be a significant portion of its annual sales. The Company performs
ongoing credit evaluations of its customers and has historically experienced
insignificant credit losses.
Substantially all of the Company's balances of cash and cash equivalents
are maintained in accounts at one financial institution.
4. INVENTORIES:
Inventories consist of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Raw materials........................................... $260,216 $102,455
Work-in-process......................................... 107,145 30,579
Finished goods.......................................... 77,390 93,116
-------- --------
$444,751 $226,150
======== ========
</TABLE>
5. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Land and improvements................................ $ 179,450 $ 179,450
Buildings............................................ 694,841 677,664
Machinery and equipment.............................. 3,013,590 2,329,588
Vehicles and computers............................... 69,703 62,219
---------- ----------
$3,957,584 $3,248,921
========== ==========
</TABLE>
As of December 31, 1996, machinery and equipment includes $650,628 of
assets acquired pursuant to capital lease agreements and accumulated
depreciation and depreciation expense include $21,688 related to those assets as
of December 31, 1996 and for the year then ended.
F-58
<PAGE> 128
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
Depreciation expense amounted to $313,160, $289,064 and $282,642 for the
years ended December 31, 1996, 1995 and 1994, respectively.
6. DEBT:
Long-term debt consists of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Obligation under noncompete agreement -- Payable in
quarterly installments through January 1, 1998....... $ 125,000 $ 225,000
Subordinated debt -- Note payable to former owner,
interest payable quarterly at floating rate tied to a
bank's prime rate (10.5% at December 31, 1995),
repaid during 1996................................... 250,000
--------- ---------
125,000 475,000
Less current portion................................... (100,000) (100,000)
--------- ---------
$ 25,000 $ 375,000
========= =========
</TABLE>
Management estimates that the fair value of its outstanding long-term debt
approximates its carrying value.
The Company also has a senior revolving line of credit agreement with a
bank which provides for borrowings up to the lesser of $1 million or an amount
based on specified percentages of the Company's eligible accounts receivable and
inventory, as defined in the agreement. Interest is payable monthly at a
floating rate tied to the bank's prime rate (8.25% at December 31, 1996), plus
.25% on the unused portion of the amount available. The Company had no
outstanding balance under the revolving line of credit agreement as of December
31, 1996.
7. CAPITAL LEASE OBLIGATIONS:
During 1996, the Company entered into various capital lease agreements for
certain machinery and equipment used in its operations.
The following is a schedule, by years, of future minimum lease payments
required under capital lease agreements, together with the present value of the
net minimum lease payments as of December 31, 1996:
<TABLE>
<S> <C>
1997.............................................................. $ 131,603
1998.............................................................. 131,603
1999.............................................................. 131,603
2000.............................................................. 131,603
2001.............................................................. 254,926
---------
Total minimum lease payments.................................... 781,338
Less amount representing interest................................. (156,597)
---------
Present value of minimum lease payments......................... 624,741
Less current portion.............................................. (79,584)
---------
Long-term portion............................................... $ 545,157
=========
</TABLE>
F-59
<PAGE> 129
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
8. COMMON STOCK, PREFERRED STOCK AND STOCK WARRANTS:
Common stock consists of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Common stock; voting; $1 par value; 30,000 shares
authorized; 5,000 shares issued and outstanding;
3,696 shares reserved for issuance upon exercise of
Common Stock Purchase Warrants..................... $ 5,000 $ 5,000
========== ==========
</TABLE>
Preferred stock consists of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Class A Cumulative Redeemable Preferred Stock;
voting; $100 par value; 15,500 shares issued and
outstanding; mandatory dividend rate of 8% per
annum payable quarterly; redeemable by the Company
at any time, however, redemption is mandatory by
March 10, 1998; holders have the option to redeem
upon an event of default as defined in the related
Securities Purchase Agreement, registration of
securities or if the Company's president ceases to
hold a majority of voting securities; redemption
price of $100 per share............................ $1,434,000 $1,360,000
========== ==========
</TABLE>
Stock warrants consist of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Common Stock Purchase Warrants; issued to holders of
Class A Cumulative Redeemable Preferred Stock;
rights to purchase an aggregate of 3,479 shares of
Company's common stock, exercisable at any time for
$1 per share; on or after March 10, 1998, warrant
holders have the option to require the Company to
purchase such warrants, or any common stock
obtained as result of prior exercise of warrants,
at a price based on a multiple of the Company's
adjusted earnings, as defined in the related
Securities Purchase Agreement; holders of stock
issued upon exercise of warrants have the right to
cause the Company to register such shares under the
Securities Act of 1933; if not exercised, warrants
terminate on the sixth anniversary of the date all
preferred stock has been redeemed.................. $3,283,524 $2,269,470
========== ==========
</TABLE>
The Company has also issued other common stock purchase warrants to two
individuals to purchase an aggregate of 217 shares of the Company's common stock
on or before March 15, 1998 at an exercise price of approximately $446 per
share.
Pursuant to the terms of the Securities Purchase Agreement, preferred
stockholders and warrant holders are protected against dilution or other
impairment of their respective interests.
F-60
<PAGE> 130
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
Amounts recorded for accretion of the Cumulative Redeemable Preferred Stock
and Common Stock Purchase Warrants were as follows for the years ended December
31:
<TABLE>
<CAPTION>
CUMULATIVE
REDEEMABLE COMMON STOCK
PREFERRED PURCHASE
STOCK WARRANTS
---------- ------------
<S> <C> <C>
1996............................................. $ 74,000 $1,014,054
1995............................................. $ 64,000 $ 739,058
1994............................................. $ 55,000 $ 899,412
</TABLE>
9. INCOME TAXES:
The Company's provision for income taxes consists of the following for the
years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Federal:
Current................................ $550,000 $381,000 $254,000
Deferred............................... 100,000 12,000 93,000
-------- -------- --------
650,000 393,000 347,000
-------- -------- --------
State:
Current................................ 126,000 91,000 58,400
Deferred............................... 15,000 2,000 14,000
-------- -------- --------
141,000 93,000 72,400
-------- -------- --------
$791,000 $486,000 $419,400
======== ======== ========
</TABLE>
The provision for income taxes for the years ended December 31 differs from
the "expected" tax expense computed by applying the U.S. federal corporate tax
rate of 34% to income before provision for income taxes as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Computed "expected" income tax
provision.............................. $646,000 $414,000 $346,000
State income tax provision, net of
federal income tax benefit............. 82,000 59,000 51,000
Goodwill................................. 10,000 10,000 10,000
Other, net............................... 53,000 3,000 12,400
-------- -------- --------
$791,000 $486,000 $419,400
======== ======== ========
</TABLE>
F-61
<PAGE> 131
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
The significant components of the Company's deferred tax assets and
liabilities recognized in the accompanying balance sheets as of December 31 are
as follows:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Deferred tax assets:
Accrued vacation.................................... $ 47,000 $ 47,000
Accrued compensation................................ 41,000
Allowance for doubtful accounts..................... 35,000
Other............................................... 4,000 1,000
-------- --------
Total deferred tax assets................... 51,000 124,000
Deferred tax liabilities -- Property, plant and
equipment basis differences......................... 350,000 308,000
-------- --------
Net deferred tax liabilities................ $299,000 $184,000
======== ========
</TABLE>
10. EMPLOYEE BENEFIT PLANS:
The Company has a defined benefit retirement plan, Hutchinson Foundry
Retirement Plan for Employees (the "Plan"), which covers substantially all
employees of the Company. The Plan provides benefits in accordance with a
formula equal to $16 per month multiplied by the participants' years of service
as of their retirement date. Benefit payments to retired participants commence
at age 65 (or at some earlier date at a discounted amount as defined by the
Plan, if so elected, for early retirees) and continue for the life of the
participant. Participants also have the option of electing a lump sum
distribution at retirement. The Plan is funded in accordance with ERISA.
Required contributions were $-0-, $18,000 and $-0- for 1996, 1995 and 1994,
respectively.
Net periodic pension (cost) income consists of the following for the years
ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
-------- --------- --------
<S> <C> <C> <C>
Actual return (loss) on plan assets...... $149,499 $ 160,672 $(83,820)
Service cost............................. (21,168) (17,134) (15,865)
Interest cost............................ (34,719) (31,426) (32,584)
Net amortization and deferral............ (95,196) (112,440) 149,330
Settlement gain.......................... 10,468
-------- --------- --------
Net periodic pension (cost)
income....................... $ (1,584) $ 10,140 $ 17,061
======== ========= ========
</TABLE>
F-62
<PAGE> 132
HOUGHTON ACQUISITION CORPORATION d/b/a
HUTCHINSON FOUNDRY PRODUCTS COMPANY
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
The following table presents the funded status of the Plan determined as of
December 31:
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Actuarial present value of accumulated benefit
obligation:
Vested............................................. $ 492,089 $392,196
Nonvested.......................................... 20,381 15,261
--------- --------
Accumulated benefit obligation............. $ 512,470 $407,457
========= ========
Actuarial present value of projected benefit
obligation......................................... $ 512,470 $407,457
Plan assets at fair value............................ 781,655 646,550
--------- --------
Plan assets in excess of projected benefit
obligation............................... 269,185 239,093
Unrecognized prior service cost...................... 38,005
Unrecognized net gain................................ (131,401) (61,720)
========= ========
Prepaid pension cost....................... $ 175,789 $177,373
========= ========
</TABLE>
Plan assets consist of corporate stocks and bonds, mutual funds and money
market accounts. The applicable portion of the unrecognized net gain is being
amortized over the average future working lifetime of the participants. The
assumptions used in developing the present value of the benefit obligations and
pension cost were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Weighted-average discount rate.......................... 7.5 % 7.5 % 8.0 %
Long-term rate of return on plan assets................. 9.0 % 9.0 % 9.0 %
</TABLE>
The Company also has a 401(k) defined contribution plan for substantially
all of its employees. Participants may contribute up to 15% of their
compensation each year. The Company, at its discretion, may elect to match a
percentage of employees' contributions each year, as determined by its Board of
Directors, not to exceed the maximum amount deductible for federal income tax
purposes. The Company contributed $5,000, $5,000 and $10,000 to the 401(k) plan
in 1996, 1995 and 1994, respectively.
11. SUBSEQUENT EVENT:
In January 1997, all of the Company's common stock, preferred stock and
related common stock purchase warrants were sold to Hawk Corporation ("Hawk"), a
Delaware Corporation headquartered in Cleveland, Ohio. Hawk is a manufacturer of
various products requiring sophisticated engineering and production techniques
in numerous industrial markets. No adjustments have been reflected in the
accompanying financial statements as a result of this transaction.
F-63
<PAGE> 133
REPORT OF INDEPENDENT AUDITORS
Shareholder
Sinterloy, Inc.
We have audited the accompanying balance sheets of Sinterloy, Inc. as of
December 31, 1996 and 1995, and the related statements of income, shareholder's
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sinterloy, Inc. at December
31, 1996 and 1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Cleveland, Ohio
August 22, 1997
F-64
<PAGE> 134
SINTERLOY, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JUNE 30,
1995 1996 1997
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 545,412 $1,552,611 $ 2,301,628
Accounts receivable.............................. 965,982 1,294,066 1,666,361
Inventories...................................... 316,640 506,835 407,256
Prepaid expenses................................. 64,750 10,642 18,353
---------- ---------- ----------
Total current assets..................... 1,892,784 3,364,154 4,393,598
Property and equipment:
Machinery and equipment.......................... 1,706,700 3,410,892 3,662,128
Office furniture and fixtures.................... 91,642 65,314 72,324
---------- ---------- ----------
1,798,342 3,476,206 3,734,452
Less accumulated depreciation.................... 869,347 1,350,392 1,569,425
---------- ---------- ----------
928,995 2,125,814 2,165,027
---------- ---------- ----------
TOTAL ASSETS....................................... $2,821,779 $5,489,968 $ 6,558,625
========== ========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable................................. $ 232,075 $ 755,503 $ 298,043
Accrued expenses................................. 135,758 222,513 187,902
Accrued income taxes............................. 16,000 30,000 --
Current portion of note payable.................. 22,174 23,687 24,482
---------- ---------- ----------
Total current liabilities................ 406,007 1,031,703 510,427
Note payable....................................... 109,896 86,209 73,766
Shareholder's equity:
Common stock, no par value, 100,000 shares
authorized, issued and outstanding............ 10,000 10,000 10,000
Retained earnings................................ 2,295,876 4,362,056 5,964,432
---------- ---------- ----------
Total shareholder's equity............... 2,305,876 4,372,056 5,974,432
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY......... $2,821,779 $5,489,968 $ 6,558,625
========== ========== ==========
</TABLE>
See notes to financial statements.
F-65
<PAGE> 135
SINTERLOY, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED
---------------------------- JUNE 30,
1995 1996 1997
----------- ----------- ----------------
(UNAUDITED)
<S> <C> <C> <C>
Net sales................................... $ 7,586,030 $11,596,950 $7,734,875
Cost of sales............................... 5,215,868 7,422,194 4,091,492
----------- ---------- ----------
Gross profit................................ 2,370,162 4,174,756 3,643,383
General and administrative expenses......... 868,970 1,053,213 515,804
----------- ---------- ----------
Operating income............................ 1,501,192 3,121,543 3,127,579
Other income (expense):
Miscellaneous income...................... 5,720 783 7,638
Loss on sale of equipment................. -- (1,628) --
Interest income........................... 12,604 32,485 42,860
Interest expense.......................... (18,733) (8,668) (3,575)
----------- ---------- ----------
Other income (expense) -- net............... (409) 22,972 46,923
----------- ---------- ----------
Income before income taxes.................. 1,500,783 3,144,515 3,174,502
Income taxes................................ 36,077 33,767 --
----------- ---------- ----------
NET INCOME.................................. $ 1,464,706 $ 3,110,748 $3,174,502
=========== ========== ==========
</TABLE>
See notes to financial statements.
F-66
<PAGE> 136
SINTERLOY, INC.
STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
COMMON RETAINED
STOCK EARNINGS TOTAL
------- ----------- -----------
<S> <C> <C> <C>
Balance at January 1, 1995.......................... $10,000 $ 1,223,233 $ 1,233,233
Net income.......................................... 1,464,706 1,464,706
Cash distribution to shareholder.................... (392,063) (392,063)
------- ----------- -----------
Balance at December 31, 1995........................ 10,000 2,295,876 2,305,876
Net income.......................................... 3,110,748 3,110,748
Cash distributions to shareholder................... (1,044,568) (1,044,568)
------- ----------- -----------
Balance at December 31, 1996........................ 10,000 4,362,056 4,372,056
======= =========== ===========
Net income (unaudited).............................. 3,174,502 3,174,502
Cash distributions to shareholder (unaudited)....... (1,572,126) (1,572,126)
------- ----------- -----------
Balance at June 30, 1997 (unaudited)................ $10,000 $ 5,964,432 $ 5,974,432
======= =========== ===========
</TABLE>
See notes to financial statements.
F-67
<PAGE> 137
SINTERLOY, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
DECEMBER 31, SIX MONTHS ENDED
--------------------------- JUNE 30,
1995 1996 1997
----------- ---------- ----------------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.................................. $ 1,464,706 $3,110,748 $3,174,502
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................. 267,539 509,276 219,033
Loss on sale of equipment................ -- 1,628 --
Change in operating assets and
liabilities:
Accounts receivable.................... (262,316) (328,084) (372,295)
Inventories............................ (65,321) (190,195) 99,579
Prepaid expenses....................... (53,983) (10,642) (7,711)
Accounts payable....................... 83,207 523,428 (457,460)
Accrued expenses and other............. 112,943 86,755 (64,611)
Accrued income taxes................... 11,500 14,000
----------- ---------- ----------
Net cash provided by operating activities... 1,558,275 3,716,914 2,591,037
INVESTING ACTIVITIES
Purchases of property and equipment......... (536,543) (1,642,973) (258,246)
FINANCING ACTIVITIES
Payments on line of credit.................. (200,000) -- --
Payments on note payable.................... (20,758) (22,174) (11,648)
Shareholder distributions................... (392,063) (1,044,568) (1,572,126)
----------- ---------- ----------
Net cash used in financing activities....... (612,821) (1,066,742) (1,583,774)
----------- ---------- ----------
Net increase in cash........................ 408,911 1,007,199 749,017
Cash and cash equivalents at beginning of
year..................................... 136,501 545,412 1,552,611
----------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.... $ 545,412 $1,552,611 $2,301,628
=========== ========== ==========
</TABLE>
See notes to financial statements.
F-68
<PAGE> 138
SINTERLOY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
SIX MONTHS ENDED JUNE 30, 1997
A. BASIS OF PRESENTATION
Sinterloy, Inc. (the Company) is primarily engaged in the production of
structural sintered metal parts. The plant facility is located in Solon Mills,
Illinois. The Company was incorporated in Illinois on March 23, 1988.
UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements at June 30, 1997 and for
the six months ended June 30, 1997 have been prepared in accordance with
generally accepted accounting principles for the interim financial information
and with Article 10 of Regulation S-X. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six-month period
ended June 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are carried at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.
Inventories consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- JUNE 30,
1995 1996 1997
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Raw material and supplies.............................. $ 92,799 $242,791 $ 297,042
Work in process........................................ 126,135 148,789 68,787
Finished goods......................................... 97,706 115,255 41,427
-------- -------- --------
$316,640 $506,835 $ 407,256
======== ======== ========
</TABLE>
PROPERTY AND EQUIPMENT
Property and equipment has been recorded at cost.
Depreciation is provided by using an accelerated method over the useful
lives of the assets. Estimated useful lives range from 3 to 7 years.
INCOME TAXES
Effective October 1, 1994, the Company elected S Corporation status. Under
those provisions, the shareholder is liable for individual income taxes on the
Company's taxable income. The Company is responsible for paying Illinois
Replacement Tax of 1.5% of taxable income.
States taxes paid in 1996 and 1995 were $19,767 and $24,577, respectively.
F-69
<PAGE> 139
SINTERLOY, INC.
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ form those estimates.
C. NOTE PAYABLE
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- JUNE 30,
1995 1996 1997
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Payable to a former shareholder, in monthly
installments of $2,621 principal and interest,
bearing interest at 6.62%, due February, 2001,
unsecured............................................ $132,070 $109,896 $ 98,248
Less current portion................................... 22,174 23,687 24,482
-------- -------- --------
LONG-TERM NOTE PAYABLE................................. $109,896 $ 86,209 $ 73,766
======== ======== ========
</TABLE>
Aggregate maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------
<S> <C>
1997.......................................... $ 23,687
1998.......................................... 25,304
1999.......................................... 27,081
2000.......................................... 28,875
2001.......................................... 4,949
---------
$ 109,896
=========
</TABLE>
During 1995, 1996 and 1997, the Company had a revolving line of credit with
a maximum of $500,000 bearing interest at prime. There were no borrowings on the
line of credit at December 31, 1996 and 1995 and June 30, 1997.
Interest paid in 1996 and 1995 was $8,668 and $18,733, respectively.
D. LEASE COMMITMENT
In 1995, the Company leased its facilities from a third party with monthly
rental payments of $5,429. In February 1996 the facilities were purchased by the
Company's sole shareholder who leases the facilities to the Company under a five
year operating lease through January 31, 2001. Beginning March 1996, monthly
rental payments were increased to $13,150 due to a significant addition to the
facility in 1996. The Company also has operating leases for two vehicles and
other miscellaneous equipment. Rent expense was $148,650 and $56,288 for the
years ended December 31, 1996 and 1995, respectively.
Future minimum lease commitments are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------
<S> <C>
1997.......................................... $ 166,206
1998.......................................... 157,800
1999.......................................... 157,800
2000.......................................... 157,800
2001.......................................... 13,150
---------
$ 652,756
=========
</TABLE>
F-70
<PAGE> 140
SINTERLOY, INC.
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
E. PROFIT SHARING PLAN
On September 1, 1993, the Company established a 401(k) profit sharing plan.
Eligible employees may elect to defer up to 10% of their total compensation or
as prescribed by the Internal Revenue Service regulations. The Company
contributes a matching fifty percent (50%) of each employee's elective deferral.
Additionally, the plan allows for the Company to make discretionary
contributions. Company contributions for the years ended December 31, 1996 and
1995 were $59,203 and $53,375, respectively.
The discretionary portion of the contributions was $20,000 for the years
ended December 31, 1996 and 1995.
F. MAJOR CUSTOMERS
For the years ended December 31, 1996 and 1995, the Company generated
approximately 72% and 60%, respectively, of its revenue from three major
customers. Accounts receivable from the three customers was $887,525 and
$684,687, as of December 31, 1996 and 1995, respectively.
G. SUBSEQUENT EVENT
Effective August 1, 1997, the Company sold substantially all of its assets
except cash, and certain liabilities for $15,000,000 (the purchase price). The
purchase price will be adjusted dollar for dollar based on the adjusted net
equity position of the Company at closing compared to the net equity position of
the Company at December 31, 1996.
F-71
<PAGE> 141
Hawk Logo
THE COMPANY'S PRINCIPAL MARKETS
[PHOTOGRAPH OF TRACTOR]
Agriculture
[PHOTOGRAPH OF BULLDOZER]
Construction
[PHOTOGRAPH OF AIRPLANE]
Aerospace
[PHOTOGRAPH OF TRUCK]
Truck
<PAGE> 142
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITY OTHER THAN THE CLASS A COMMON STOCK, NOR DOES IT CONSTITUTE
AN OFFER OR SOLICITATION IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT
IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION, OR AN OFFER OR SOLICITATION
BY ANYONE IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary.................................... 3
Risk Factors............................... 8
Use of Proceeds............................ 14
Dividend Policy............................ 15
Capitalization............................. 16
Dilution................................... 18
Unaudited Pro Forma Consolidated Statements
of Operations............................ 19
Selected Consolidated Financial Data....... 22
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 24
Business................................... 32
Management................................. 45
Principal and Selling Stockholders......... 52
Certain Transactions....................... 54
Description of Capital Stock............... 57
Shares Eligible for Future Sale............ 64
Underwriting............................... 65
Legal Matters.............................. 66
Experts.................................... 66
Available Information...................... 67
Reports to Holders of Class A
Common Stock............................. 67
Index to Financial Statements.............. F-1
</TABLE>
======================================================
======================================================
5,135,000 Shares
LOGO
Hawk Corporation
Class A Common Stock
($.01 par value)
------------------------
Schroder & Co. Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
McDonald & Company
Securities, Inc.
, 1998
======================================================
<PAGE> 143
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses payable by the Registrant in
connection with the Offering (other than underwriting discounts and commissions)
will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 31,819
NASD filing fee.......................................................... 11,000
NYSE listing fee......................................................... 102,100
Registrar and transfer agent's fees and expenses......................... *
Printing expenses........................................................ *
Accounting fees and expenses............................................. *
Legal fees and expenses.................................................. *
Miscellaneous............................................................ *
--------
Total.......................................................... $ *
========
</TABLE>
- ---------------
* To be provided by amendment.
All amounts except the Securities and Exchange Commission registration fee, the
NASD filing fee and the NYSE listing fee are estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law, which enables a corporation in its original certificate or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) pursuant to Section 174 of the Delaware General
Corporation Law (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (4) for any transaction
from which a director derived an improper personal benefit. The Certificate, a
copy of which is filed as Exhibit 3.1 to this Registration Statement, contains
provisions permitted by Section 102(b)(7) of the Delaware General Corporation
Law.
Reference also is made to Section 145 of the Delaware General Corporation
Law, which grants a corporation power to indemnify any persons, including
officers and directors, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses (including attorneys' fees)
which such officer or director actually and reasonably incurred. Any
indemnification made under Section 145, unless ordered by a court, shall be
authorized upon a determination that indemnification of the director, officer,
employee or
II-1
<PAGE> 144
agent is proper because the person has met the applicable standard of conduct
required by this section. Such determination shall be made with respect to a
person who is a director or officer at the time of such determination by a
majority vote of the directors who are not parties to such action, suit, or
proceeding, even though less than a quorum, or by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or if there are no such directors, or if such directors so direct, by
independent legal counsel, or by the stockholders. The Certificate provides for
the indemnification of directors and officers of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law.
The Registrant maintains an insurance policy that provides protection,
within the maximum liability limits of the policy and subject to a deductible
amount for each claim, to the Registrant under its indemnification obligations
and to the directors and officers of the Registrant with respect to certain
matters that are not covered by the Registrant's indemnification obligations.
At present, there is no pending litigation or proceeding involving any
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any director or officer.
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Underwriters have agreed to indemnify the directors,
officers and controlling persons of the Registrant against certain civil
liabilities that may be incurred in connection with the Offering, including
certain liabilities under the Securities Act.
In addition, the Selling Stockholders have agreed to indemnify the
Registrant, each Underwriter, their respective directors and officers and each
person who controls the Registrant or any such Underwriter (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities (or
proceedings in respect thereof) and expenses resulting from any untrue statement
or alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in this Registration Statement
or any prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or necessary to make the statements therein (in the case of
any prospectus, in light of the circumstances under which they were made) not
misleading, but only to the extent that such untrue statement is contained in,
or such omission is from, information so concerning a Selling Stockholder
furnished in writing by such Selling Stockholder expressly for use therein;
provided that the indemnification obligation of a Selling Stockholder is limited
to an amount equal to the proceeds received by such Selling Stockholder pursuant
to this Registration Statement.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The 1995 Parent-Subsidiary Merger. In June 1995, in connection with the
merger of Helsel into a subsidiary of the Registrant and the acquisition of SKW,
the Registrant, which until that time had been an Ohio corporation ("Old Hawk"),
reincorporated as a Delaware corporation in a parent-subsidiary merger. Pursuant
to the terms of the merger, each outstanding share of common stock of Old Hawk
was converted into one fully-paid share of Class A Common Stock of the
Registrant. In addition, each outstanding share of preferred stock of Old Hawk
was, by virtue of the merger, converted into one fully-paid share of Series A
Preferred Stock of the Registrant. The terms of the Series A Preferred Stock of
the Registrant are identical in all material respects to the terms of the Old
Hawk preferred stock.
The 1995 Helsel Merger. In June 1995, Helsel became a wholly-owned
subsidiary of the Registrant by merging with a subsidiary of the Registrant.
Pursuant to the terms of that merger, each outstanding share of common stock of
Helsel was converted into shares of the Class A Common Stock of the Registrant
at an exchange ratio based on an independent valuation. Each outstanding share
of the preferred stock of Helsel was surrendered in exchange for one fully paid
share of Series B Preferred Stock of the Registrant. The terms of the Series B
Preferred Stock of the Registrant are identical in all material respects to the
terms of the Helsel preferred stock.
II-2
<PAGE> 145
The 1995 Refinancing. During the refinancing of the Registrant on June 30,
1995, the Registrant issued warrants to purchase up to 1,023,793 shares (subject
to adjustment) of Class B Common Stock to its subordinated lenders in connection
with their purchase of a total of $30,000,000 of Senior Subordinated Notes.
The Hutchinson Acquisition. In connection with its acquisition of
Hutchinson, the Registrant issued certain 8.0% two-year notes in the aggregate
principal amount of $1.5 million, of which up to $500,000 of the principal
balance thereof outstanding on the effective date of the Offering is convertible
at the option of the holders thereof into shares of Class A Common Stock at the
public offering price of the Class A Common Stock.
Exemptions from Registration. The sales of Preferred Stock, Class A Common
Stock and warrants described above were each made pursuant to an exemption from
registration under Section 4(2) of the Securities Act. The certificates
representing the shares of Preferred Stock, Common Stock and the warrants are
restricted as to transfer and legended to describe such restrictions. No
underwriters were involved in such transactions.
Issuances Concurrent with the Offering. Concurrently with the effective
date of the Offering, the Registrant will issue 1,023,793 shares of Class B
Common Stock (which will be automatically converted on a one-for-one basis into
shares of Class A Common Stock at the time of the Offering) upon the exercise of
certain warrants held by the Selling Stockholders pursuant to an exemption from
registration under Section 4(2) of the Securities Act. As of the closing of the
Offering, pursuant to the Section 4(2) exemption, the Registrant will (1)
exchange the shares of Series B and Series C Preferred Stock owned beneficially
and of record by Norman C. Harbert, Ronald E. Weinberg and Byron S. Krantz for
an equal number of shares of Series D Preferred Stock, and (2) grant to various
directors and employees of the Registrant options to purchase an aggregate of
310,000 shares of Class A Common Stock pursuant to the Registrant's 1997 Plan.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits: See the Exhibit Index following the signature page to this
Registration Statement.
(b) Financial Statement Schedules: All schedules for which provision is
made in the applicable accounting regulations of the Commission are not required
under the related instructions or are not applicable, and therefore have been
omitted.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 146
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 147
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on January 8, 1998.
HAWK CORPORATION
By: /s/ THOMAS A. GILBRIDE
------------------------------------
Thomas A. Gilbride,
Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<C> <S> <C>
NORMAN C. HARBERT* Chairman of the Board, Chief January 8, 1998
- ---------------------------------------- Executive Officer,
Norman C. Harbert President and Director
(principal executive
officer)
RONALD E. WEINBERG* Vice-Chairman of the Board, January 8, 1998
- ---------------------------------------- Treasurer and Director
Ronald E. Weinberg (principal financial
officer)
/s/ THOMAS A. GILBRIDE Vice President - Finance January 8, 1998
- ---------------------------------------- (principal accounting
Thomas A. Gilbride officer)
/s/ BYRON S. KRANTZ Secretary and Director January 8, 1998
- ----------------------------------------
Byron S. Krantz
PAUL R. BISHOP* Director January 8, 1998
- ----------------------------------------
Paul R. Bishop
DAN T. MOORE, III* Director January 8, 1998
- ----------------------------------------
Dan T. Moore, III
WILLIAM J. O'NEILL, JR.* Director January 8, 1998
- ----------------------------------------
William J. O'Neill, Jr.
</TABLE>
*By: /s/ BYRON S. KRANTZ
-----------------------------------------------
Byron S. Krantz
Attorney-in-Fact
II-5
<PAGE> 148
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement
2.1*** Stock Purchase Agreement, dated November 7, 1996, among the Registrant, Timothy
Houghton, CFB Venture Fund II, L.P., MorAmerica Capital Corporation, Community
Investment Partners II, L.P. and St. Louis Community Foundation setting forth the
terms of the Hutchinson acquisition (omitting certain exhibits and schedules
setting forth the forms of opinions of counsel, relating to the purchase price
adjustment mechanism and relating to the business of Houghton Acquisition
Corporation d.b.a. Hutchinson Foundry Products Company, which the Registrant
undertakes to furnish supplementally to the Commission upon request)
2.2**** Asset Purchase Agreement, dated as of July 10, 1997, by and among the Registrant,
Sinterloy, Inc. and Robert G. Sierks setting forth the terms of the Sinterloy
acquisition (omitting the exhibits and schedules setting forth the form of
various ancillary documents and relating to the business of Sinterloy, which the
Registrant undertakes to furnish supplementally to the Commission upon request)
3.1** Form of the Registrant's Second Amended and Restated Certificate of Incorporation
3.2** Form of the Registrant's Amended and Restated By-laws
4.1* Specimen Common Stock certificate
4.2** Form of Rights Agreement between the Registrant and Continental Stock Transfer &
Trust Company, as Rights Agent
4.3*** Indenture, dated as of November 27, 1996, by and among the Registrant, Friction
Products Co., Hawk Brake, Inc., Logan Metal Stampings, Inc., Helsel, Inc., S.K.
Wellman Holdings, Inc., S.K. Wellman Corp., Wellman Friction Products U.K. Corp.,
Hutchinson Products Corporation, and Bank One Trust Company, NA, as Trustee
4.4*** Form of 10 1/4% Senior Note due 2003
4.5*** Form of Series B 10 1/4% Senior Note due 2003
4.6*** Stockholders' Voting Agreement, effective as of November 27, 1996, by and among
the Registrant, Norman C. Harbert, the Harbert Family Limited Partnership, Ronald
E. Weinberg, the Weinberg Family Limited Partnership, Byron S. Krantz and the
Krantz Family Limited Partnership
4.7* Form of letter agreement amending the Stockholders' Voting Agreement, effective
as of November 27, 1996, by and among the Registrant, Norman C. Harbert, the
Harbert Family Limited Partnership, Ronald E. Weinberg, the Weinberg Family
Limited Partnership, Byron S. Krantz and the Krantz Family Limited Partnership
5.1* Opinion of Kohrman Jackson & Krantz P.L.L. as to the validity of the Class A
Common Stock being registered
10.1** The Registrant's 1997 Stock Option Plan
10.2** Form of Incentive Stock Option Agreement
10.3** Form of Non-Statutory Stock Option Agreement
10.4*** Employment Agreement, dated as of November 1, 1996, between the Registrant and
Norman C. Harbert
10.5*** Wage Continuation Agreement, effective as of June 30, 1995, between the
Registrant and Norman C. Harbert
10.6*** Letter agreement, dated November 1, 1996, amending the Wage Continuation
Agreement, effective as of June 30, 1995, between the Registrant and Norman C.
Harbert
10.7*** Employment Agreement, dated as of November 1, 1996, between the Registrant and
Ronald E. Weinberg
10.8*** Wage Continuation Agreement, effective as of June 30, 1995, between the
Registrant and Ronald E. Weinberg
</TABLE>
<PAGE> 149
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<S> <C>
10.9*** Letter agreement, dated November 1, 1996, amending the Wage Continuation
Agreement, effective as of June 30, 1995, between the Registrant and Ronald E.
Weinberg
10.10*** Employment Agreement, dated July 1, 1994, between Helsel, Inc. and Jess F. Helsel
10.11*** Consulting Agreement, dated July 1, 1994, between Helsel, Inc. and Jess F. Helsel
10.12** Letter agreement, dated as of June 1997, amending the Employment Agreement and
the Consulting Agreement, each dated July 1, 1994, between Helsel, Inc. and Jess
F. Helsel
10.13** Employment Agreement, dated January 2, 1997, between the Registrant and Timothy
J. Houghton
10.14*** Promissory Note, dated July 1, 1994, in the principal amount of $500,000, issued
by the Registrant to Helco, Inc.
10.15*** Form of the Promissory Notes, each dated June 30, 1995, issued by each of Norman
C. Harbert, Ronald E. Weinberg, Byron S. Krantz and Douglas D. Wilson to the
Registrant
10.16*** Letter agreement, dated October 1, 1996, amending the Promissory Notes, each
dated June 30, 1995, issued by each of Norman C. Harbert, Ronald E. Weinberg,
Byron S. Krantz and Douglas D. Wilson to the Registrant
10.17** Form of Convertible Promissory Note, dated January 2, 1997, in the aggregate
principal amount of $1.5 million, issued by the Registrant to each of Timothy
Houghton, CFB Venture Fund II, L.P., MorAmerica Capital Corporation, Community
Investment Partners II, L.P. and St. Louis Community Foundation
10.18*** Credit Agreement, dated as of November 27, 1996, among Friction Products Co.,
Hawk Brake, Inc., Logan Metal Stampings, Inc., Helsel, Inc., S.K. Wellman
Holdings, Inc., S.K. Wellman Corp., Wellman Friction Products U.K. Corp. and
Hutchinson Products Corporation, as Borrowers, and the Registrant, as Funds
Administrator, and BT Commercial Corporation, as Lender and Agent (omitting
certain exhibits and schedules setting forth the form of various ancillary
documents and relating to the business of the Registrant, which omitted exhibits
and schedules the Registrant undertakes to furnish supplementally to the
Commission upon request)
10.19*** General Security Agreement, dated as of November 27, 1996, made by Friction
Products Co., Hawk Brake, Inc., Logan Metal Stampings, Inc., Helsel, Inc., S.K.
Wellman Holdings, Inc., S.K. Wellman Corp., Wellman Friction Products U.K. Corp.
and Hutchinson Products Corporation in favor of BT Commercial Corporation, as
Agent
10.20*** Trademark Security Agreement, dated as of November 27, 1996, made by S.K. Wellman
Corp. in favor of BT Commercial Corporation, as Agent
10.21*** Trademark Security Agreement, dated as of November 27, 1996, made by Friction
Products Co. in favor of BT Commercial Corporation, as Agent
10.22*** Patent Security Agreement, dated as of November 27, 1996, made by S.K. Wellman
Corp. in favor of BT Commercial Corporation, as Agent
10.23*** Patent Security Agreement, dated as of November 27, 1996, made by Friction
Products Co. in favor of BT Commercial Corporation, as Agent
10.24*** Agency and Contribution Agreement, dated as of November 27, 1996, among the
Registrant, as Funds Administrator, and Friction Products Co., Hawk Brake, Inc.,
Logan Metal Stampings, Inc., Helsel, Inc., S.K. Wellman Holdings, Inc., S.K.
Wellman Corp., Wellman Friction Products U.K. Corp. and Hutchinson Products
Corporation, as Borrowers
10.25***** Assumption and Joinder Agreement, dated as of August 1, 1997, between Sinterloy
Corporation and BT Commercial Corporation, as Agent
10.26***** Substituted and Restated Revolving Note, dated as of August 1, 1997, in the
principal amount of up to $25,000,000, made by Friction Products Co., Hawk Brake,
Inc., Logan Metal Stampings, Inc., Helsel, Inc., S.K. Wellman Holdings, Inc.,
S.K. Wellman Corp., Wellman Friction Products U.K. Corp., Hutchinson Products
Corporation and Sinterloy Corporation in favor of BT Commercial Corporation, as
Agent
</TABLE>
<PAGE> 150
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<S> <C>
10.27* Form of Termination Agreement terminating the Wage Continuation Agreement,
effective as of June 30, 1995, as amended, between the Registrant and Ronald E.
Weinberg
10.28* Form of Amended and Restated Wage Continuation Agreement between the Registrant
and Norman C. Harbert
21.1** Subsidiaries of the Registrant
23.1* Consent of Kohrman Jackson & Krantz P.L.L. (included in its opinion filed as
Exhibit 5.1 hereto)
23.2 Consents of Ernst & Young LLP
23.3 Consent of Coopers & Lybrand L.L.P.
24.1** Reference is made to the Signatures section of this Registration Statement for
the Power of Attorney contained therein
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed.
*** Incorporated by reference to the Registrant's Registration Statement on
Form S-4 (Reg. No. 333-18433), as filed with the Commission on December 20,
1996.
**** Incorporated by reference to the Registrant's Form 8-K (Reg. No.
333-18433), as filed with the Commission on July 16, 1997.
***** Incorporated by reference to the Registrant's Form 10-Q for the quarterly
period ended June 30, 1997 (Reg. No. 333-18433), as filed with the
Commission on August 14, 1997.
<PAGE> 1
EXHIBIT 1.1
-----------
HAWK CORPORATION
5,135,000 Shares
Class A Common Stock,
(Par Value $.01 Per Share)
---------------
UNDERWRITING AGREEMENT
New York, New York
____________, 1998
SCHRODER & CO. INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
McDONALD & COMPANY SECURITIES, INC.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Schroder & Co. Inc.
Equitable Center
787 Seventh Avenue
New York, New York 10019-6016
Dear Sirs:
Hawk Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters"), an aggregate of
3,500,000 shares of Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), and the persons named in Schedule II hereto (the "Selling
Stockholders"), propose, subject to the terms and conditions stated herein, to
sell to the Underwriters an aggregate of 1,635,000 shares of Class A Common
Stock. The 5,135,000 shares of Class A Common Stock to be sold by the Company
and the Selling Stockholders are herein referred to as the "Firm Securities." In
addition, certain of the Selling Stockholders propose to grant to the
Underwriters an option to purchase up to an additional 770,250 shares of Class A
Common Stock (the "Option Securities"), on the terms and for the purposes set
forth in Section 2 hereof. The Firm Securities and the Option Securities are
herein collectively referred to as the "Securities." Except as may be expressly
set forth below, any reference to you in this Agreement shall be solely in your
capacity as the Representatives.
<PAGE> 2
1A. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) A registration statement on Form S-1 (File No. 333-40535)
as amended by Amendment Nos. 1 through ___ thereto (the "Initial
Registration Statement"), and as a part thereof a preliminary
prospectus, in respect of the Securities, has been filed with the
Securities and Exchange Commission (the "Commission") in the form
heretofore delivered to you and, with the exception of exhibits to the
Initial Registration Statement, to you for each of the other
Underwriters; if the Initial Registration Statement has not become
effective, an amendment (the "Final Amendment") to the Initial
Registration Statement, including a form of final prospectus, necessary
to permit the Initial Registration Statement to become effective, will
promptly be filed by the Company with the Commission; if the Initial
Registration Statement has become effective and any post-effective
amendment to the Initial Registration Statement has been filed with the
Commission prior to the execution and delivery of this Agreement, which
amendment or amendments shall be in form acceptable to you, the most
recent such amendment has been declared effective by the Commission; if
the Initial Registration Statement has become effective, a final
prospectus (the "Rule 430A Prospectus") relating to the Securities
containing information permitted to be omitted at the time of
effectiveness by Rule 430A of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the "Act"),
will promptly be filed by the Company pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Act and, if
applicable, a new registration statement increasing the size of the
offering pursuant to Rule 462(b) of the rules and regulations of the
Commission under the Act (the "Rule 462(b) Registration Statement")
will promptly be filed by the Company pursuant to Rules 462(b) and
232.13(a)(3) of the rules and regulations of the Commission under the
Act (any preliminary prospectus filed as part of the Initial
Registration Statement being herein called a "Preliminary Prospectus,"
the Initial Registration Statement as amended at the time that it
becomes or became effective, or, if applicable, as amended at the time
the most recent post-effective amendment to such registration statement
filed with the Commission prior to the execution and delivery of this
Agreement became effective (the "Effective Date"), including all
exhibits thereto and all information deemed to be a part thereof at
such time pursuant to Rule 430A of the rules and regulations of the
Commission under the Act, together with all parts of the Rule 462(b)
Registration Statement and all exhibits thereto, being herein called
the "Registration Statement," and the final prospectus relating to the
Securities in the form first filed pursuant to Rule 424(b) of the rules
and regulations of the Commission under the Act or, if no such filing
is required, the form of final prospectus included in the Registration
Statement, being herein called the "Prospectus");
(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made,
-2-
<PAGE> 3
not misleading; PROVIDED, HOWEVER, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through you expressly for use therein;
(c) On the Effective Date and the date the Prospectus is filed
with the Commission, and when any further amendment or supplements
thereto become effective or are filed with the Commission, as the case
may be, the Registration Statement, the Prospectus and such amendment
or supplements did and will conform in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
PROVIDED, HOWEVER, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through you expressly for use therein;
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with all requisite power and authority (corporate and
other) to own its properties and to conduct its business as described
in the Prospectus, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases property, or
conducts any business, so as to require such qualification (except
where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the business
affairs or prospects of the Company and its subsidiaries, taken as a
whole); and each of the Company's direct and indirect corporate
subsidiaries has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction of
incorporation, with all requisite power and authority (corporate and
other) to own its properties and to conduct its business as described
in the Prospectus, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases property, or
conducts any business, so as to require such qualification (except
where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the business
affairs or prospects of the Company and its subsidiaries, taken as a
whole); and references in this Agreement to subsidiaries of the Company
shall include direct and indirect corporate subsidiaries;
(e) All the issued shares of capital stock of each corporate
subsidiary of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned by the Company
free and clear of all liens, encumbrances, equities, security
interests, or claims; and there are no outstanding options, warrants or
other rights calling for the issuance of, and there are no commitments,
plans or arrangements to issue, any shares of capital stock of any
subsidiary or any security convertible or exchangeable or exercisable
for capital stock of any subsidiary; except for the shares of stock of
each corporate subsidiary owned by the Company or by a subsidiary of
the
-3-
<PAGE> 4
Company, neither the Company nor any subsidiary owns, directly or
indirectly, any shares of capital stock of any corporation or has any
equity interest in any firm, partnership, joint venture, association or
other entity;
(f) The Company has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement; the
execution and delivery of this Agreement and performance by the Company
of its obligations under this Agreement have been duly and validly
authorized by all requisite corporate action of the Company; and this
Agreement constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms;
(g) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included in the Prospectus, any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental
action, order or decree, which loss or interference is material to the
Company and its subsidiaries, taken as a whole; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been, and prior to the Time
of Delivery (as defined in Section 4 hereof) there will not be, any
change in the capital stock (other than shares issued pursuant to the
terms of warrants or convertible securities of the Company that the
Prospectus indicates are outstanding on the date hereof) or short-term
debt or long-term debt of the Company or any of its subsidiaries, any
dividend or distribution of any kind declared, paid or made on the
capital stock of the Company, or any material adverse change, or any
development involving a prospective material adverse change, in or
affecting the, management, financial condition, shareholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole, otherwise than as set forth or contemplated in the Prospectus;
(h) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title
to all personal property owned by them, in each case free and clear of
all liens, encumbrances and defects except such as are described or
contemplated by the Prospectus, or such as do not materially affect the
value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its
subsidiaries or do not have a material adverse effect on the condition,
financial or otherwise, or the business affairs or prospects of the
Company and its subsidiaries taken as a whole, and any real property
and buildings held under lease by the Company or any of its
subsidiaries are held by them under valid, subsisting and enforceable
leases of record with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such real
property and buildings by the Company and its subsidiaries or do not
have a material adverse effect on the condition, financial or
otherwise, or the business affairs or prospects of the Company and its
subsidiaries taken as a whole;
(i) The Company has an authorized, issued and outstanding
capitalization as set forth in the Registration Statement, and all the
issued shares of capital stock of the Company have been duly and
validly authorized and issued, are fully paid and non-
-4-
<PAGE> 5
assessable, are free of any preemptive rights, rights of first refusal
or similar rights, were issued and sold in compliance with the
applicable Federal and state securities laws and conform in all
material respects to the description in the Prospectus; except as
described in the Prospectus, there are no outstanding options, warrants
or other rights calling for the issuance of, and there are no
commitments, plans or arrangements to issue, any shares of capital
stock of the Company or any security convertible or exchangeable or
exercisable for capital stock of the Company; there are no holders of
securities of the Company who, by reason of the filing of the
Registration Statement have the right (and have not waived such right)
to request the Company to include in the Registration Statement
securities owned by them;
(j) The Securities to be issued and sold by the Company to the
Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will
be duly and validly issued, fully paid and non-assessable, and will
conform in all material respects to the description thereof in the
Prospectus and will be listed on the New York Stock Exchange as of the
Effective Date;
(k) The execution and delivery of this Agreement, the
performance of the obligations of the Company under this Agreement, the
consummation of the transactions herein contemplated and the issue and
sale of the Securities and the compliance by the Company with all the
provisions of this Agreement do not and will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition
of any lien, charge, claim, or encumbrance upon, any of the property or
assets of the Company or any of its subsidiaries pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its
subsidiaries is subject, nor do or will any such actions result in any
violation of the provisions of the Certificate of Incorporation or the
By-laws, in each case as amended to the date hereof, of the Company or
any of its subsidiaries or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their properties; and
no consent, approval, authorization, filing, order, registration or
qualification of or with any court or governmental agency or body is
required for the issue and sale of the Securities or the consummation
of the other transactions contemplated by this Agreement, except the
registration under the Act of the Securities, and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state or foreign securities or Blue Sky laws or by the
by-laws and rules of the National Association of Securities Dealers,
Inc. in connection with the purchase and distribution of the Securities
by the Underwriters;
(l) Except as included in the Prospectus, there are no legal
or governmental proceedings pending to which the Company or any of its
subsidiaries or any of their respective officers or directors is a
party or of which any property of the Company or any of its
subsidiaries is the subject that could prevent consummation of the
transactions contemplated by this Agreement or that is required to be
disclosed in the Registration
-5-
<PAGE> 6
Statement or the Prospectus or any other such proceedings, other than
litigation or proceedings incident to the business conducted by the
Company and its subsidiaries that will not individually or in the
aggregate have a material adverse effect on the condition, financial or
otherwise, or the business affairs or prospects of the Company and its
subsidiaries, taken as a whole; to the best of the Company's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened or contemplated by others; and neither the
Company nor any of its subsidiaries is involved in any employee or
labor dispute, nor, to the Company's knowledge, is any employee or
labor dispute threatened;
(m) The Company and its subsidiaries have all material
licenses, permits and other approvals or authorizations of and from
governmental or regulatory authorities ("Permits") as are necessary
under applicable law to own or lease their respective properties and to
conduct their respective businesses in the manner now being conducted
and as described in the Prospectus; and the Company and its
subsidiaries have fulfilled and performed all of their respective
obligations with respect to such Permits, and no event has occurred
which allows, or after notice or lapse of time or both would allow,
revocation or termination thereof or result in any other material
impairment of the rights of the holder of any such Permits;
(n) Ernst & Young LLP and Coopers & Lybrand L.L.P., who have
certified certain financial statements and delivered their reports with
respect to audited consolidated financial statements and schedules
included in the Registration Statement and the Prospectus, are
independent public accountants as required by the Act and the rules and
regulations of the Commission applicable to such financial statements;
(o) The consolidated financial statements and schedules
included in the Registration Statement and the Prospectus present
fairly the financial condition, the results of operations and the cash
flows of the entities shown as of the dates and for the periods therein
specified in conformity with generally accepted accounting principles
consistently applied throughout the periods involved, except as
otherwise stated therein; the other financial and statistical
information and data set forth in the Registration Statement and the
Prospectus are accurately presented and, to the extent such information
and data are derived from the financial statements and books and
records of the Company and its subsidiaries, are prepared on a basis
consistent with such financial statements and the books and records of
the Company and its subsidiaries; the pro forma financial information
included in the Registration Statement and the Prospectus has been
properly compiled and complies in all material respects with the
applicable accounting requirements of Rule 11-01 and Rule 11-02 of
Regulation S-X of the Commission; and no other financial statements or
schedules are required to be included in the Registration Statement and
the Prospectus;
(p) There are no statutes or governmental regulations, or any
contracts or other documents that are required to be described in or
filed as exhibits to the Registration Statement which are not described
therein accurately in all material respects or filed as exhibits
thereto; and all such contracts to which the Company or any subsidiary
is a party
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<PAGE> 7
have been duly authorized, executed and delivered by the Company or
such subsidiary, constitute valid and binding agreements of the Company
or such subsidiary and are enforceable against the Company or
subsidiary in accordance with the terms thereof;
(q) The Company and its subsidiaries own or possess adequate
patent rights or licenses or other rights to use patent rights,
inventions, trademarks, service marks, trade names, copyrights,
technology and know-how necessary to conduct the general business now
or proposed to be operated by them as described in the Prospectus;
neither the Company nor any of its subsidiaries has received any notice
of infringement of or conflict with asserted rights of others with
respect to any patent, patent rights, inventions, trademarks, service
marks, trade names, copyrights, technology or know-how which, singly or
in the aggregate, could have a material adverse effect on the
condition, financial or otherwise, or the business affairs or prospects
of the Company and its subsidiaries taken as a whole; and, the
discoveries, inventions, products or processes of the Company and its
subsidiaries referred to in the Prospectus do not, to the Company's
knowledge, infringe or conflict with any patent or right of any third
party, or any discovery, invention, product or process which is the
subject of a patent application filed by any third party, known to the
Company;
(r) Neither the Company nor any of its subsidiaries is in
violation of any term or provision of their respective Certificate of
Incorporation or By-laws (or similar corporate constituent documents),
in each case as amended to the date hereof, or any law, ordinance,
administrative or governmental rule or regulation applicable to the
Company or any of its subsidiaries, or of any decree of any court or
governmental agency or body having jurisdiction over the Company or any
of its subsidiaries where the consequences of such violation would have
a material adverse effect on the condition, financial or otherwise, or
the business affairs or prospects of the Company and its subsidiaries,
taken as a whole;
(s) No default exists, and no event has occurred which with
notice or lapse of time, or both, would constitute a default in the due
performance and observance of any term, covenant or condition of any
indenture, mortgage, deed of trust, bank loan or credit agreement,
lease or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which any of them or their respective
properties is bound or may be affected, where such default would have a
material adverse effect on the condition, financial or otherwise, or
the business affairs or prospects of the Company and its subsidiaries,
taken as a whole;
(t) The Company and its subsidiaries have timely filed all
necessary tax returns and notices and have paid all federal, state,
county, local and foreign taxes of any nature whatsoever for all tax
years through December 31, 1996, and have paid all federal, state,
county, local and foreign taxes for any later periods to the extent
such taxes have become due. The Company has no knowledge, or any
reasonable grounds to know, of any tax deficiencies which would have a
material adverse effect on the Company or any of its subsidiaries; the
Company and its subsidiaries have paid all taxes which have become due,
whether pursuant to any assessments or otherwise, and there is no
further liability (whether
-7-
<PAGE> 8
or not disclosed on such returns) or assessments for any such taxes,
and no interest or penalties accrued or accruing with respect thereto,
except as may be set forth or adequately reserved for in the financial
statements included in the Registration Statement; the amounts
currently set up as provisions for taxes or otherwise by the Company
and its subsidiaries on their books and records are sufficient for the
payment of all their unpaid federal, foreign, state, county and local
taxes accrued through the dates as of which they speak, and for which
the Company and its subsidiaries may be liable in their own right, or
as a transferee of the assets of, or as successor to any other
corporation, association, partnership, joint venture or other entity;
(u) The Company will not, during the period of 180 days after
the date of the Prospectus except pursuant to this Agreement, offer,
sell, contract to sell or otherwise dispose of any capital stock of the
Company (or securities convertible into, or exchangeable for, capital
stock of the Company), directly or indirectly, without the prior
written consent of Schroder & Co. Inc., except for grants or exercises
of stock options under the Company's stock option plan described in the
Prospectus as outstanding on the date thereof;
(v) The Company and its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with
management's general or specific authorization; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management's general or specific authorization;
and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken
with respect to any differences;
(w) Neither the Company nor any of its subsidiaries is in
violation of, nor has any of them received any outstanding notice of a
violation of, any foreign, federal, state, county or local law or
regulation relating to equal opportunity or discrimination in the
hiring, promotion or compensation or civil rights generally of
employees, or any applicable federal or state wages and hours laws, or
any provisions of the Employee Retirement Income Security Act of 1974,
as amended, or the rules and regulations promulgated thereunder, or
antitrust or trade regulation matters, where such violation would have
a material adverse effect on the condition, financial or otherwise, or
the business affairs or prospects of the Company and its subsidiaries,
taken as a whole. The Company (A) is in compliance with any and all
applicable federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous
or toxic substances or waste, pollutants or contaminants
("Environmental Laws"), (B) has received all permits, licenses or other
approvals required of it under applicable Environmental Laws to conduct
its business and is in compliance with all terms and conditions of any
such permit, license or approval, except for such noncompliance with
Environmental Laws, failure to receive required permits, licenses or
other approvals or failure to comply with the terms and conditions of
such permits, licenses or approvals that would not, singularly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole; there has been no storage, disposal,
generation,
-8-
<PAGE> 9
transportation, handling or treatment of hazardous substances or solid
wastes by the Company or any of its subsidiaries (or to the knowledge
of the Company, any of their respective predecessors in interest) at,
upon or from any of the property now or previously owned or leased by
the Company or any of its subsidiaries in violation of any applicable
law, ordinance, rule regulation, order, judgment, decree or permit or
which would require remedial action by the Company or any of its
subsidiaries under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or remedial
action which would not result in, or which would not be reasonably
likely to result in, singularly or in the aggregate with all such
violations and remedial actions, a material adverse effect on the
Company and its subsidiaries, taken as a whole; there has been no
spill, discharge, leak, emission, injection, escape, dumping or release
of any kind onto such property or into the environment surrounding such
property of any solid wastes or hazardous substances due to or caused
by the Company or any of its subsidiaries except for any such spill,
discharge, leak, emission, injection, escape, dumping or release which
would not result in or would not be reasonably likely to result in,
singularly or in the aggregate with all such spills, discharges, leaks,
emissions, injections, escapes, dumpings and releases, a material
adverse effect on the Company and its subsidiaries, taken as a whole;
and the terms "hazardous substances" and "solid wastes" shall have the
meanings specified in any applicable local, state and federal laws or
regulations with respect to environmental protection;
(x) To the best of the Company's knowledge, none of the
Company or its subsidiaries, or its or their officers, directors,
employees or agents, has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity, or made any unlawful payment of funds of the
Company or any subsidiary or received or retained any funds in
violation of any law, rule or regulation;
(y) None of the Company or its subsidiaries, or its or their
officers, directors, employees or agents, have taken or will take,
directly or indirectly, any action designed to or which has constituted
or that might be reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the
Company;
(z) Other than with respect to the Underwriters, the Company
has not incurred any liability for finder's or broker's fees or agent's
commission in connection with the execution, delivery or performance of
this Agreement, the offer and sale of the Securities or the transaction
contemplated hereby;
(aa) The Company has furnished you letters from each of the
executive officers, directors and employees of the Company listed on
Appendix A pursuant to which such persons have agreed that for a period
of 180 days after the date of the Prospectus, except pursuant to this
Agreement, such persons will not offer, sell, contract to sell, or
otherwise dispose of, any shares of capital stock of the Company (or
securities convertible into or exchangeable for, capital stock of the
Company), directly or indirectly, without the prior written consent of
Schroder & Co. Inc.;
-9-
<PAGE> 10
(bb) The Company is not and, after giving effect to the
offering and sale of the Securities, will not be an "investment
company" or an entity "controlled" by an "investment company," as such
terms are defined in the Investment Company Act of 1940, as amended;
and
(cc) The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the
businesses in which they are engaged; neither the Company nor any such
subsidiary has been refused any insurance coverage sought or applied
for; and neither the Company nor any such subsidiary has any reason to
believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a material adverse effect on the
condition, financial or otherwise, or the business affairs or prospects
of the Company and its subsidiaries, taken as a whole.
1B. Each Selling Stockholder, severally and not jointly, represents and
warrants to, and agrees with, each of the Underwriters that:
(a) Such Selling Stockholder has, and at the Time of Delivery
(as defined in Section 4 hereof) will have, good and valid title to the
Securities to be sold by such Selling Stockholder hereunder, free and
clear of any liens, encumbrances, equities, security interests, claims
and other restrictions of any nature whatsoever, and such Selling
Stockholder has the full legal right, power and authority, and any
approval required by law, to enter into this Agreement and to sell,
assign, transfer and deliver the Securities being sold by it hereunder
and to make the representations, warranties, covenants and agreements
made by such Selling Stockholders in this Agreement; and upon the
delivery of and payment for such Securities as herein provided, the
several Underwriters will acquire good and valid title thereto, free
and clear of all liens, encumbrances, equities, security interests,
claims and other restrictions of any nature whatsoever;
(b) If such Selling Stockholder is a corporation, it has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of its state of incorporation, is in good
standing under the laws of each other jurisdiction in which it is
required to be so qualified (except where the failure to so qualify
would not have a material adverse effect on the condition, financial or
otherwise, or the business affairs or prospects of such Selling
Stockholder), and has all requisite power and authority (corporate and
other) to enter into this Agreement and an agreement and power of
attorney (with respect to such Selling Stockholder, the "Agreement and
Power-of-Attorney", in the form heretofore delivered to the
Representatives). The execution and delivery of this Agreement and the
Agreement and Power-of-Attorney, the performance of the obligations of
such Selling Stockholder hereunder and thereunder, the consummation of
the transactions herein and therein contemplated and the sale of the
Securities and the compliance by such Selling Stockholder with all the
provisions hereof and thereof, do not and will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default
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<PAGE> 11
under, or result in the creation or imposition of any lien, charge,
claim, or encumbrance upon, any of the property or assets of such
Selling Stockholder pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which such
Selling Stockholder is a party or by which it is bound or to which any
of its property or assets is subject, nor do or will any such actions
result in any violation of the provisions of the governing instruments,
in each case as amended to the date hereof, of such Selling Stockholder
or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over such Selling
Stockholder or any of its properties; and no consent, approval,
authorization, filing, order, registration or qualification of or with
any court or governmental agency or body is required for the issue and
sale of the Securities or the consummation of the other transactions
contemplated by this Agreement or the Agreement and Power-of-Attorney,
except the registration under the Act of the Securities, and such
consents, approvals, authorizations, registrations or qualifications as
may be required under state or foreign securities or Blue Sky laws or
by the by-laws and rules of the National Association of Securities
Dealers, Inc. in connection with the purchase and distribution of the
Securities by the Underwriters;
(c) Such Selling Stockholder has duly executed and delivered
an Agreement and Power-of-Attorney appointing [INSERT NAME OF
ATTORNEY-IN-FACT] as such Selling Stockholder's attorney-in-fact (the
"Attorney-in-Fact") with authority to execute, deliver and perform this
Agreement on behalf of such Selling Stockholder and appointing [INSERT
NAME OF CUSTODIAN], as custodian thereunder (the "Custodian").
Certificates in negotiable form, endorsed in blank or accompanied by
blank stock powers duly executed, with signatures appropriately
guaranteed, representing the Securities to be sold by such Selling
Stockholder hereunder have been deposited with the Custodian pursuant
to the Agreement and Power-of-Attorney for the purpose of delivery
pursuant to this Agreement. Such Selling Stockholder has full power and
authority to enter into the Agreement and Power-of-Attorney and to
perform its obligations thereunder. If the Selling Stockholder is a
corporation, the execution and delivery of the Agreement and
Power-of-Attorney have been duly authorized by all necessary corporate
action of such Selling Stockholder. The Agreement and the
Power-of-Attorney have been duly executed and delivered by such Selling
Stockholder and, assuming due authorization, execution and delivery by
the Custodian, are the legal, valid, binding and enforceable
instruments of such Selling Stockholder. Such Selling Stockholder
agrees that each of the Securities represented by the certificates on
deposit with the Custodian is subject to the interests of the
Underwriters, the Company and the other Selling Stockholders hereunder,
that the arrangements made for such custody, the appointment of the
Attorney-in-Fact and the right, power and authority of the
Attorney-in-Fact to execute and deliver this Agreement and to carry out
the terms of this Agreement are to that extent irrevocable and that the
obligations of such Selling Stockholder hereunder shall not be
terminated, except as provided in this Agreement or the Agreement and
Power-of-Attorney, by any act of such Selling Stockholder, by operation
of law, or otherwise, whether in the case of any individual Selling
Stockholder by the death or incapacity of such Selling Stockholder, or
in the case of a corporate or partnership Selling Stockholder by its
liquidation or dissolution, or in the case of a trust by its revocation
or other termination or by the occurrence of any other event. If any
individual Selling
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<PAGE> 12
Stockholder should die or become incapacitated, or if any corporate or
partnership Selling Stockholder shall liquidate or dissolve, or if any
instrument governing a Selling Stockholder that is a trust shall have
been revoked or any trustee shall have ceased to serve as such, or if
any other event should occur, before the delivery of such Securities
hereunder, the certificates for such Securities deposited with the
Custodian shall be delivered by the Custodian in accordance with the
respective terms and conditions of this Agreement as if such death,
incapacity, termination, liquidation or dissolution or other event had
not occurred, regardless of whether or not the Custodian or the
Attorney-in-Fact shall have received notice thereof;
(d) Such Selling Stockholder will not, during the period of
180 days after the date hereof, except pursuant to this Agreement,
offer, sell, contract to sell, or otherwise dispose of any capital
stock of the Company (or securities convertible into, or exchangeable
for, capital stock of the Company), directly or indirectly, without the
prior written consent of Schroder & Co. Inc.;
(e) Neither the execution and delivery or performance of this
Agreement or the Agreement and Power-of-Attorney or the consummation of
the transactions herein or therein contemplated nor the compliance with
the terms hereof or thereof by such Selling Stockholder will conflict
with, or result in a breach or violation of any of the terms and
provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge, claim or encumbrance on any property
of the Company or any of its subsidiaries, under any indenture,
mortgage, deed of trust, lease or other agreement or instrument to
which such Selling Stockholder is a party or by which such Selling
Stockholder's property is bound, or the charter documents or by-laws of
such Selling Stockholder that is a corporation, the partnership
agreement of such Selling Stockholder that is a partnership, or the
instruments governing such Selling Stockholder that is a trust, or any
statute, ruling, judgment, decree, order, or regulation of any court or
other governmental authority or any arbitrator applicable to such
Selling Stockholder; and no consent, approval, authorization, order,
registration or qualification of or with any governmental authority,
except such as have been obtained, such as may be required under state
or foreign securities or Blue Sky laws or by the by-laws and rules of
the National Association of Securities Dealers, Inc. and, if the
registration statement filed with respect to the Securities is not
effective under the Act as of the time of execution hereof, such as may
be required (and shall be obtained as provided in this Agreement) under
the Act;
(f) Such Selling Stockholder has not taken, and will not take,
directly or indirectly, any action designed to cause or result in, or
that has constituted or which might reasonably be expected to
constitute, the stabilization or manipulation of the price of any
security of the Company;
(g) The sale by such Selling Stockholder of Securities
pursuant hereto is not prompted by any adverse information concerning
the Company that is not set forth in the Registration Statement or the
Prospectus;
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<PAGE> 13
(h) Such Selling Stockholder has reviewed the Prospectus and
the Registration Statement, and the information regarding such Selling
Stockholder set forth therein under the caption "Principal and Selling
Stockholders" is complete and accurate;
(i) At the Time of Delivery, all stock transfer or other taxes
(other than income taxes) which are required to be paid in connection
with the sale and transfer of the Securities to be sold by such Selling
Stockholder to the several Underwriters hereunder will have been fully
paid or provided for by such Selling Stockholder and all laws imposing
such taxes will have been fully complied with;
(j) The Selling Stockholder has not distributed and, prior to
the last to occur of (i) the Time of Delivery, (ii) the Option
Securities Delivery Date (as defined in Section 4 hereof) or (iii)
completion of the distribution of the Securities, will not distribute
without your prior written consent any offering material directly or
indirectly in connection with the offering and sale of the Securities;
(k) Such Selling Stockholder does not have any knowledge or
any reason to believe that the Registration Statement or the Prospectus
(or any amendment or supplement thereto) contains any untrue statement
of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading; and
(l) None of the Company, counsel to the Company, the
Underwriters, or counsel to the Underwriters, or any of them, has made
any representations or warranties or provided any information to such
Selling Stockholder with respect to the tax consequences of the sale of
the Securities.
2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters an aggregate of 3,500,000
Firm Securities, each Selling Stockholder agrees to sell to the several
Underwriters the number of Firm Securities set forth on Schedule II opposite the
name of such Selling Stockholder and each of the Underwriters agrees to purchase
from the Company and the Selling Stockholders, at a purchase price of
$__________ per share, the respective aggregate number of Firm Securities
determined in the manner set forth below. The obligation of each Underwriter to
the Company and each of the Selling Stockholders, respectively, shall be to
purchase that portion of the number of shares of Class A Common Stock to be sold
by the Company or such Selling Stockholder pursuant to this Agreement as the
number of Firm Securities set forth opposite the name of such Underwriter on
Schedule I bears to the total number of Firm Securities to be purchased by the
Underwriters pursuant to this Agreement, in each case adjusted by you such that
no Underwriter shall be obligated to purchase Firm Securities other than in 100
share amounts. In making this Agreement, each Underwriter is contracting
severally and not jointly.
In addition, subject to the terms and conditions herein set forth,
certain of the Selling Stockholders (as indicated on Schedule II) agree to issue
and sell to the Underwriters, as required (for the sole purpose of covering
over-allotments in the sale of the Firm Securities), up to 770,250
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<PAGE> 14
Option Securities at the purchase price per share of the Firm Securities being
sold by the Company as stated in the preceding paragraph. The right to purchase
the Option Securities may be exercised by your giving 48 hours' prior written or
telephonic notice (subsequently confirmed in writing) to the Company of your
determination to purchase all or a portion of the Option Securities. Such notice
may be given at any time within a period of 30 days following the date of this
Agreement. Option Securities shall be purchased severally for the account of
each Underwriter in proportion to the number of Firm Securities set forth
opposite the name of such Underwriter in Schedule I hereto. No Option Securities
shall be delivered to or for the accounts of the Underwriters unless the Firm
Securities shall be simultaneously delivered or shall theretofore have been
delivered as herein provided. The respective purchase obligations of each
Underwriter shall be adjusted by you so that no Underwriter shall be obligated
to purchase Option Securities other than in 100 share amounts. The Underwriters
may cancel any purchase of Option Securities at any time prior to the Option
Securities Delivery Date (as defined in Section 4 hereof) by giving written
notice of such cancellation to the Company.
3. The Underwriters propose to offer the Securities for sale upon the
terms and conditions set forth in the Prospectus.
4. Certificates in definitive form for the Firm Securities to be
purchased by each Underwriter hereunder shall be delivered by or on behalf of
the Company and the Selling Stockholders to you for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer of immediately available funds to the
order of the Company, for the purchase price of the Firm Securities being sold
by the Company, and to the order of the respective Selling Stockholders for the
purchase price of the Firm Securities being sold by the Selling Stockholders, at
the office of Schroder & Co. Inc., Equitable Center, 787 Seventh Avenue, New
York, New York, at 9:30 A.M., New York City time, on ____________, 1998, or at
such other time, date and place as you and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery."
Certificates in definitive form for the Option Securities to be
purchased by each Underwriter hereunder shall be delivered by or on behalf of
the Company to you for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price thereof by wire transfer of
immediately available funds to the order of the applicable Selling Stockholders,
for the purchase price of the Option Securities, in New York, New York, at such
time and on such date (not earlier than the Time of Delivery nor later than ten
business days after giving of the notice delivered by you to the Company with
reference thereto) and in such denominations and registered in such names as
shall be specified in the notice delivered by you to the Company with respect to
the purchase of such Option Securities. The date and time of such delivery and
payment are herein sometimes referred to as the "Option Securities Delivery
Date." The obligations of the Underwriters shall be subject, in their
discretion, (i) to the condition that there shall be delivered to the
Underwriters on the Option Securities Delivery Date opinions and certificates,
dated such Option Securities Delivery Date, referring to the Option Securities,
instead of the Firm Securities, but otherwise to the same effect as those
required to be delivered at the Time of Delivery pursuant to Section 7(d), 7(e),
7(f), 7(g) and 7(j) and (ii) to the condition that none of the events or
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<PAGE> 15
actions described in Sections 7(h) or 7(i) shall have occurred between the date
hereof and the Option Securities Delivery Date.
Certificates for the Firm Securities and the Option Securities so to be
delivered will be in good delivery form, and in such denominations and
registered in such names as you may request not less than 48 hours prior to the
Time of Delivery and the Option Securities Delivery Date, respectively. Such
certificates will be made available for checking and packaging in New York, New
York, at least 24 hours prior to the Time of Delivery and Option Securities
Delivery Date.
In lieu of delivering certificates in definitive form for the
Securities to be delivered by the Company and the Selling Stockholders
hereunder, the Company and the Selling Stockholders may make electronic delivery
of such Securities through the facilities of The Depository Trust Company under
arrangements satisfactory to the Company and the Selling Stockholders, the
transfer agent for the Securities, and you.
5. (a) The Company covenants and agrees with each of the
Underwriters:
(i) If the Registration Statement has not become
effective, to file promptly the Final Amendment with the
Commission and use its best efforts to cause the Registration
Statement to become effective; if the Registration Statement
has become effective, to file promptly the Rule 430A
Prospectus with the Commission; to make no further amendment
or any supplement to the Registration Statement or Prospectus
which shall be disapproved by you after reasonable notice
thereof; to advise you, promptly after it receives notice
thereof of the time when the Registration Statement, or any
amendment thereto, or any amended Registration Statement has
become effective or any supplement to the Prospectus or any
amended Prospectus has been filed, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or the
Prospectus, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending
or supplementing of the Registration Statement or Prospectus
or for additional information; and in the event of the
issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or the
Prospectus or suspending any such qualification, to use
promptly its best efforts to obtain withdrawal of such order;
(ii) Promptly from time to time to take such action
as you may request to qualify the Securities for offering and
sale under the securities laws of such jurisdictions (within
or without the United States of America) as you may request
and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution,
provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
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<PAGE> 16
(iii) To furnish each of the Representatives and
counsel for the Underwriters, without charge, signed copies of
the registration statement originally filed with respect to
the Securities and each amendment thereto (in each case
including all exhibits thereto) and to each other Underwriter,
without charge, a conformed copy of such registration
statement and each amendment thereto (in each case without
exhibits thereto) and, so long as a prospectus relating to the
Securities is required to be delivered under the Act, as many
copies of each Preliminary Prospectus, the Prospectus and all
amendments or supplements thereto as you may from time to time
reasonably request. If at any time when the delivery of a
prospectus is required under the Act an event shall have
occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in
order to make statements therein, in the light of the
circumstances under which they were made when such Prospectus
is delivered, not misleading, or if for any other reason it
shall be necessary to amend or supplement the Prospectus in
order to comply with the Act, the Company will forthwith
prepare and, subject to the provisions of Section 5(a)(i)
hereof, file with the Commission an appropriate supplement or
amendment thereto, and will furnish to each Underwriter and to
any dealer in securities, without charge, as many copies as
you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus;
(iv) To make generally available to its stockholders
as soon as practicable, but in any event not later than 45
days after the close of the period covered thereby, an
earnings statement in form complying with the provisions of
Section 11(a) of the Act covering a period of 12 consecutive
months beginning not later than the first day of the Company's
fiscal quarter next following the Effective Date;
(v) To file promptly all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act subsequent to the Effective Date and
during any period when the Prospectus is required to be
delivered;
(vi) For a period of five years from the Effective
Date, to furnish to its stockholders after the end of each
fiscal year an annual report (including consolidated balance
sheets and statements of operations, cash flow and
shareholders' equity of the Company and its subsidiaries
certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters
of each fiscal year (beginning with the fiscal quarter ending
after the Effective Date), consolidated summary financial
information of the Company and its subsidiaries for such
quarter in reasonable detail;
(vii) During a period of five years from the
Effective Date, to furnish to you copies of all reports or
other communications (financial or other) furnished to
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its stockholders, and deliver to you (i) as soon as they are
available, copies of any reports and financial statements
furnished to or filed with the Commission or any national
securities exchange on which any class of securities of the
Company is listed; and (ii) such additional information
concerning the business and financial condition of the Company
as you may from time to time reasonably request in connection
with your obligations hereunder;
(viii) To apply the net proceeds from the sale of the
Securities in the manner set forth in the Prospectus under the
caption "Use of Proceeds";
(ix) That it will not, and will cause its
subsidiaries, officers, directors, employees, agents and
affiliates not to, take, directly or indirectly, any action
designed to cause or result in, or that might reasonably be
expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the
sale or resale of the Securities;
(x) That prior to the Time of Delivery there will not
be any change in the capital stock or material change in the
short-term debt or long-term debt of the Company or any of its
subsidiaries, or any material adverse change, or any
development involving a prospective material adverse change,
in or affecting the general affairs, management, financial
condition, shareholders' equity or results of operations of
the Company or any of its subsidiaries, otherwise than as set
forth or contemplated in the Prospectus;
(xi) That it will not, during the period of 180 days
after the date hereof (other than pursuant to this Agreement),
offer, sell, contract to sell or otherwise dispose of (or
register for sale under the Act) any capital stock of the
Company (or securities convertible into, or exchangeable for,
capital stock of the Company), directly or indirectly, without
the prior written consent of Schroder & Co. Inc., except for
grants or exercise of stock options under the Company's stock
option plans described in the Prospectus as outstanding on the
date thereof; and
(xii) That it will cause the Securities to be listed
on the New York Stock Exchange at all times from the Effective
Date until at least such time as you notify the Company that
the distribution of the Securities has been completed.
(b) Each Selling Stockholder, severally and not jointly,
covenants and agrees with each of the Underwriters that:
(i) Such Selling Stockholder will not, during the
period of 180 days after the date of the Prospectus, except
pursuant to this Agreement, offer, sell, contract to sell, or
otherwise dispose of any capital stock of the Company (or
securities convertible into, or exchangeable for, capital
stock of the Company), directly or indirectly, without the
prior written consent of Schroder & Co. Inc.;
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<PAGE> 18
(ii) Such Selling Stockholder will not, directly or
indirectly, take any action designed to cause or result in, or
that has constituted or which might reasonably be expected to
constitute, the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale
of the Securities;
(iii) As soon as any Selling Stockholder is advised
thereof, such Selling Stockholder will advise the
Representatives and confirm such advice in writing, (i) of
receipt by the Selling Stockholder or by any representative or
agent of such Selling Stockholder, of any communication from
the Commission relating to the Registration Statement, the
Prospectus or any Preliminary Prospectus, or any notice or
order of the Commission relating to the Company or any of the
Selling Stockholders in connection with the transactions
contemplated by this Agreement and (ii) of the happening of
any event which makes or may make any statement made in the
Registration Statement, the Prospectus or any Preliminary
Prospectus untrue or that requires the making of any change in
the Registration Statement, Prospectus or Preliminary
Prospectus, as the case may be, in order to make such
statement (with regard to the Prospectus or Preliminary
Prospectus, in light of the circumstances in which it was
made) not misleading; and
(iv) Such Selling Stockholder will deliver to the
Representatives prior to the Time of Delivery a properly
completed and executed United States Treasury Department Form
W-9 or Substitute Form W-9.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid: (i) the fees, disbursements and
expenses of counsel and accountants for the Company and the Selling
Stockholders, and all other expenses, in connection with the preparation,
printing and filing of the Registration Statement and the Prospectus and
amendments and supplements thereto and the furnishing of copies thereof,
including charges for mailing, air freight and delivery and counting and
packaging thereof and of any Preliminary Prospectus and related offering
documents to the Underwriters and dealers; (ii) the cost of printing this
Agreement, the Agreement Among Underwriters, the Selling Agreement,
communications with the Underwriters and selling group and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under securities laws as provided in Section 5(a)(ii) hereof,
including filing and registration fees and the fees, disbursements and expenses
for counsel for the Underwriters in connection with such qualification and in
connection with Blue Sky surveys or similar advice with respect to sales; (iv)
the filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (v) all fees and expenses in connection with the listing of the
Securities on the New York Stock Exchange; (vi) all costs and expenses of the
Attorneys-in-Fact and the Custodian, and (vii) all other costs and expenses
incident to the performance of their obligations hereunder which are not
otherwise specifically provided for in this Section 6, including the fees of the
Company's Transfer Agent and Registrar, the cost of any stock issue or transfer
taxes on sale of the Securities to the Underwriters, the cost of the Company's
personnel and other internal costs, the cost of printing and engraving the
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<PAGE> 19
certificates representing the Securities and all expenses and transfer taxes
incident to the sale and delivery of the Securities to be sold by the Company
and the Selling Stockholders to the Underwriters hereunder. Each Selling
Stockholder will reimburse the Company for his pro rata portion of the
Commission registration fee and the National Association of Securities Dealers,
Inc. filing fee applicable to the Securities being sold by such Selling
Stockholder.
It is understood, however, that, except as provided in this Section,
Section 8 and Section 11 hereof, the Underwriters will pay all their own costs
and expenses, including the fees of their counsel, stock transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
7. The obligations of the Underwriters hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company and the Selling Stockholders herein are, at and
as of the Time of Delivery, true and correct, the condition that the Company and
the Selling Stockholders shall have performed all its and their obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The Registration Statement shall have become effective,
and you shall have received notice thereof not later than 10:00 P.M.,
New York City time, on the date of execution of this Agreement, or at
such other time as you and the Company may agree; if required, the
Prospectus shall have been filed with the Commission in the manner and
within the time period required by Rule 424(b); if you and the Company
have elected to rely upon Rule 430A, the price of the Securities and
any price related or other information previously omitted from the
Registration Statement pursuant to such Rule 430A shall have been
transmitted to the Commission for filing pursuant to Rule 424(b) within
the prescribed time period, and on or prior to the Time of Delivery the
Company shall have provided evidence satisfactory to you of such timely
filing, or a post-effective amendment providing such information shall
have been promptly filed and declared effective in accordance with the
requirements of Rule 430A; no stop order suspending the effectiveness
of the Registration Statement shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission shall have been complied with to your reasonable
satisfaction;
(b) All corporate proceedings and related legal and other
matters in connection with the organization of the Company and the
registration, authorization, issue, sale and delivery of the Securities
shall have been reasonably satisfactory to Arter & Hadden LLP, counsel
to the Underwriters, and Arter & Hadden LLP shall have been timely
furnished with such papers and information as they may reasonably have
requested to enable them to pass upon the matters referred to in this
subsection;
(c) You shall not have advised the Company or any Selling
Stockholder that the Registration Statement or Prospectus, or any
amendment or supplement thereto, contains an untrue statement of fact
or omits to state a fact which in your judgment is in either case
material and in the case of an omission is required to be stated
therein or is necessary to
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<PAGE> 20
make the statements therein (with regard to the Prospectus, in light of
the circumstances under which they were made) not misleading;
(d) Kohrman Jackson & Krantz P.L.L., as counsel to the Company
("Company Counsel"), shall have furnished to you and to Arter & Hadden
LLP their written opinion, dated the Time of Delivery, in form and
substance satisfactory to you and Arter & Hadden LLP, to the effect
that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, and is qualified to do business
and is in good standing in each jurisdiction in which its
ownership or leasing of properties requires such qualification
or the conduct of its business requires such qualification
(except where the failure to so qualify would not have a
material adverse effect on the condition, financial or
otherwise, or the business affairs or prospects of the Company
and its subsidiaries, taken as a whole); and the Company has
all necessary corporate power and all material governmental
authorizations, permits and approvals required to own, lease
and operate its properties and conduct its business as
described in the Prospectus;
(ii) Each of the Company's corporate subsidiaries has
been duly and validly incorporated and is validly existing as
a corporation in good standing under the laws of the
jurisdiction of its incorporation, and is qualified to do
business and is in good standing in each jurisdiction in which
its ownership or leasing of properties requires such
qualification or the conduct of its business requires such
qualification (except where the failure to so qualify would
not have a material adverse effect on the condition, financial
or otherwise, or the business affairs or prospects of the
Company and its subsidiaries, taken as a whole); and each such
corporate subsidiary has all necessary corporate power and all
material governmental authorizations, permits and approvals
required to own, lease and operate its properties and to
conduct its business as described in the Prospectus;
(iii) All the outstanding shares of capital stock of
each of the Company's corporate subsidiaries have been duly
authorized and are validly issued and outstanding, are fully
paid and non-assessable and are owned by the Company of record
and, to the best knowledge of such counsel, (A) beneficially
and (B) free and clear of all liens, encumbrances, equities,
security interests or claims of any nature whatsoever; and
neither the Company nor any of its subsidiaries has granted
any outstanding options, warrants or commitments with respect
to any shares of capital stock of such subsidiaries, whether
issued or unissued;
(iv) The Company has an authorized capitalization as
set forth in the Registration Statement and all the issued
shares of capital stock of the Company have been duly and
validly authorized and issued and are fully paid and
non-assessable, are free of any preemptive rights, and were
issued and sold in compliance with all applicable securities
registration provisions of Federal and state
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<PAGE> 21
securities laws; except as described in the Prospectus, to the
knowledge of such counsel, there are no outstanding options,
warrants or other rights calling for the issuance of, and
there are no commitments, plans or arrangements to issue, any
shares of capital stock of the Company; the Securities being
sold by the Company have been duly and validly authorized and,
when duly countersigned by the Company's Transfer Agent and
Registrar and issued, delivered and paid for in accordance
with the provisions of this Agreement, will be duly and
validly issued, fully paid and non-assessable; the Securities
conform to the description thereof in the Prospectus; the
Securities have been duly authorized for listing on the New
York Stock Exchange as of the Effective Date; and the
certificates to be delivered to the Underwriters hereunder are
in valid and sufficient form;
(v) To the best of such counsel's knowledge, except
as set forth in the Prospectus, there are no legal or
governmental proceedings pending or threatened to which the
Company or any of its subsidiaries or any of their respective
officers or directors is a party or of which any property of
the Company or any of its subsidiaries is the subject which,
if resolved against the Company or any of its subsidiaries or
any of their respective officers or directors, individually,
or to the extent involving related claims or issues, in the
aggregate, is of a character required to be disclosed in the
Prospectus which has not been properly disclosed therein;
(vi) This Agreement has been duly authorized,
executed and delivered by the Company and is a legal, valid
and binding agreement of the Company enforceable in accordance
with its terms, except as enforceability of the same may be
limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally
and except as enforceability of those provisions relating to
indemnity may be limited by the Federal securities laws and
principles of public policy;
(vii) The Company has full corporate power and
authority to execute, deliver and perform this Agreement, and
the execution, delivery and performance of this Agreement, the
consummation of the transactions herein contemplated and the
issue and sale of the Securities and the compliance by the
Company with all the provisions of this Agreement will not
conflict with, or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge, claim or
encumbrance upon, any of the property or assets of the Company
or any of its subsidiaries pursuant to, the terms of any
indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument known to such counsel to
which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of
its subsidiaries is subject, nor will such action result in
any violation of the provisions of the Certificate of
Incorporation or the By-laws, in each case as amended, of the
Company or the Certificate of Incorporation or By-laws, of any
of its subsidiaries, or any statute or any order, rule or
regulation known to such counsel of any court or governmental
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<PAGE> 22
agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any court or any
regulatory authority or other governmental body is required
for the issue and sale of the Securities or the consummation
of the other transactions contemplated by this Agreement,
except such as have been obtained under the Act and such
consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign
securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters;
(ix) To the best of such counsel's knowledge, neither
the Company nor any of its subsidiaries is currently in
violation of its Certificate of Incorporation or By-laws, or
in default under, any indenture, mortgage, deed of trust,
lease, bank loan or credit agreement or any other agreement or
instrument of which such counsel has knowledge to which the
Company or any of its subsidiaries is a party or by which any
of them or any of their property may be bound or affected (in
any respect that is material in light of the condition,
financial or otherwise, or the business affairs or prospects
of the Company and its subsidiaries, taken as a whole);
(x) There are no preemptive or other rights to
subscribe for or to purchase, nor any restriction upon the
voting or transfer of, any Securities pursuant to the
Company's Certificate of Incorporation or By-laws, in each
case as amended to the date hereof, or any agreement or other
instrument known to such counsel; and no holders of securities
of the Company have rights to the registration thereof under
the Registration Statement or, if any such holders have such
rights, such holders have waived such rights;
(xi) All contracts and agreements summarized in the
Registration Statement and the Prospectus are fairly
summarized therein, conform in all material respects to the
descriptions thereof contained therein, and, to the extent
such contracts or agreements or any other material agreements
are required under the Act or the rules and regulations
thereunder to be filed as exhibits to the Registration
Statement, they are so filed; and such counsel does not know
of any contracts or other documents required to be summarized
or disclosed in the Prospectus or to be so filed as an exhibit
to the Registration Statement, which have not been so
summarized or disclosed, or so filed;
(xii) All descriptions in the Prospectus of statutes,
regulations or legal or governmental proceedings are fair
summaries thereof and fairly present the information required
to be shown with respect to such matters;
(xiii) Nothing has come to such counsel's attention
to give such counsel reason to believe that any of the
representations and warranties of the Company
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<PAGE> 23
contained in this Agreement or in any certificate or document
contemplated under this Agreement to be delivered are not true
or correct or that any of the covenants and agreements herein
contained to be performed on the part of the Company or any of
the conditions herein contained, or set forth in the
Registration Statement and the Prospectus, to be fulfilled or
complied with by the Company have not been or will not be duly
and timely performed, fulfilled or complied with; and
(xiv) The Registration Statement has become effective
under the Act, the Prospectus has been filed in accordance
with Rule 424(b) of the rules and regulations of the
Commission under the Act, including the applicable time
periods set forth therein, or such filing is not required and,
to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been
instituted or are pending or threatened under the Act; the
Registration Statement, the Prospectus and each amendment or
supplement thereto, as of their respective effective or issue
dates, complied as to form in all material respects with the
requirements of the Act the rules and regulations thereunder
and the requirements of Form S-1; it being understood that
such counsel need express no opinion as to the financial
statements and schedules or other financial or statistical
data contained in the Registration Statement or the
Prospectus.
Such counsel shall also state that they have participated in the
preparation of the Registration Statement and the Prospectus as counsel to the
Company and during the preparation of the Registration Statement and the
Prospectus, they participated in conferences with representatives of the
independent public and internal accountants for, and other representatives of,
the Company and its subsidiaries, at which conferences the contents of the
Registration Statement and the Prospectus and related matters were discussed
and, while they have not confirmed the accuracy or completeness of or otherwise
verified the information contained in the Registration Statement or the
Prospectus, based upon such preparation and conferences and a review of
documents deemed relevant for the purpose of rendering their opinion, nothing
has come to their attention that would lead them to believe that (i) the
Registration Statement, as of the time it became effective under the Act,
contained or contains as of the date of such opinion any untrue statement of a
material fact or omitted or omits as of the date of such opinion to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (ii) the Prospectus and any amendments thereof or
supplements thereto (other than numerical, financial data, statistical data,
ratios, financial statements and notes thereto and related schedules therein, as
to which such counsel need express no belief), as of this date, contained or
contains as of the date of such opinion any untrue statement of material fact or
omitted or omits as of the date of such opinion to state any material fact
required to be stated therein or necessary to make the statement therein, in
light of the circumstances under which they were made, not misleading; provided,
however, such counsel need express no comment as to (i) the information in the
Prospectus under the caption "Underwriting," and (ii) the financial statements,
schedules and other numerical, financial, statistical data, or ratios contained
in the Registration Statement or the Prospectus.
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<PAGE> 24
In rendering their opinions set forth in Section 7(d) above, such
counsel may rely, to the extent deemed advisable by such counsel, (a) as to
factual matters, upon certificates of public officials and officers of the
Company that have been provided to counsel for Underwriters, and (b) as to the
laws of any jurisdiction other than the United States and jurisdictions in which
they are admitted, on opinions of counsel (provided, however, that you shall
have received a copy of each of such opinions which shall be dated the Time of
Delivery, addressed to you or otherwise authorizing you to rely thereon, and
Company Counsel in its opinion to you delivered pursuant to this subsection,
shall state that such counsel are satisfactory to them and Company Counsel has
no reason to believe that the Underwriters and they are not justified to so
rely);
(e) With respect to each of the Selling Stockholders,
_______________, as counsel for the Selling Stockholders, shall have
furnished to you and to Arter & Hadden LLP their written opinion, dated
the Time of Delivery, in form and substance satisfactory to you and to
Arter & Hadden to the effect that:
(i) each Selling Stockholder has full legal right,
power and authority to enter into this Agreement and the
Agreement and Power-of-Attorney and to sell, transfer and
deliver the Securities being sold by such Selling Stockholder
hereunder in the manner provided in this Agreement and to
perform its obligations under the Agreement and
Power-of-Attorney; the execution and delivery of this
Agreement, and the Agreement and Power-of-Attorney have been
duly authorized by all necessary corporate action of each
Selling Stockholder; this Agreement and the Agreement and
Power-of-Attorney have been duly executed and delivered by
each Selling Stockholder; this Agreement and the Agreement and
Power-of-Attorney are legal, valid and binding agreements of
each Selling Stockholder, enforceable in accordance with their
terms, except as enforcement of the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding
in equity or at law);
(ii) upon delivery of and payment for the Securities
being sold by each Selling Stockholder, the several
Underwriters will receive good and valid title to such
Securities, free and clear of all liens, encumbrances,
equities, security interests, claims or other defects,
assuming at such time that the Underwriters acquire the
Securities in good faith without notice of any adverse claim
(within the meaning of the Uniform Commercial Code provisions
that govern the Selling Stockholders' sale of the Securities
to the Underwriters);
(iii) the sale of the Securities to the Underwriters
by the Selling Stockholders pursuant to this Agreement, the
compliance by the Selling Stockholders with the other
provisions of this Agreement and the Agreement and
Power-of-Attorney and the consummation of the other
transactions herein contemplated do not and will not (i)
conflict with, or result in a breach or violation of any of
the terms and provisions of, or constitute a default under, or
result in the
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<PAGE> 25
creation or imposition of any lien, charge, claim or
encumbrance on any property of any Selling Stockholder under,
any indenture, mortgage, deed of trust, lease or other
agreement or instrument to which any Selling Stockholder is a
party or by which any Selling Stockholder or any of the
Selling Stockholders' property is bound or the charter
documents or by-laws of any corporation that is a Selling
Stockholder, the partnership agreement of any Selling
Stockholder that is a partnership or any instrument governing
a trust that is a Selling Stockholder or any statute or any
judgment, decree, order, rule or regulation of any court or
other governmental authority or any arbitrator applicable to
any Selling Stockholder, or (ii) require the consent,
approval, authorization, order, registration or qualification
of or with any governmental authority, except such as have
been obtained and such as may be required under state or
foreign securities or Blue Sky laws or the by-laws and rules
of the National Association of Securities Dealers, Inc.; and
(iv) there are no transfer or other taxes (other than
income taxes) known to such counsel payable in connection with
the sale and delivery of the Securities by the Selling
Stockholders to the several Underwriters or all such taxes
have been fully paid in connection with such sale and
delivery.
In rendering such opinion, such counsel may rely, to the extent deemed
advisable by such counsel, as to factual matters, upon certificates of public
officials and the Selling Stockholders that have been provided to counsel to the
Underwriters.
(f) Arter & Hadden LLP, counsel to the Underwriters, shall
have furnished to you their written opinion or opinions, dated the Time
of Delivery, in form and substance satisfactory to you, with respect to
the incorporation of the Company, the validity of the Securities, the
Registration Statement, the Prospectus and other related matters as you
may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them to
pass upon such matters;
(g) At the effective time of this Agreement and also at the
Time of Delivery, Ernst & Young LLP shall have furnished to you a
letter or letters, dated as of the effective time of this Agreement and
the Time of Delivery (as applicable), in form and substance
satisfactory to you in your sole discretion, which letters shall
include, but not be limited to, determinations based on those specified
procedures set forth or described in Ernst & Young LLP's draft comfort
letter dated __________, 1998, which specified procedures shall be
performed to and including a date within three days of the date of the
applicable letter.
(h) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included in the Prospectus, any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental
action, order or decree; and since the respective dates as of which
information is given in the Prospectus, there shall not have been any
change in the capital stock (except for grants or exercises of stock
options under the Company's stock option plan described in the
Prospectus as
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outstanding on the date thereof) or short-term debt or long-term debt
of the Company or any of its subsidiaries nor any change or any
development involving a prospective change, in or affecting the general
affairs, management, financial condition, shareholders' equity or
results of operations of the Company and its subsidiaries, otherwise
than as set forth or contemplated in the Prospectus, the effect of
which, in any such case is in your judgment so material and adverse as
to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the
manner contemplated in the Prospectus;
(i) Between the date hereof and the Time of Delivery there
shall have been no declaration of war by the Government of the United
States; at the Time of Delivery there shall not have occurred any
material adverse change in the financial or securities markets in the
United States or in political, financial or economic conditions in the
United States or any outbreak or material escalation of hostilities or
other calamity or crisis, the effect of which is such as to make it, in
the judgment of the Representatives, impracticable to market the
Securities or to enforce contracts for the resale of Securities and no
event shall have occurred resulting in (i) trading in securities
generally on the New York Stock Exchange or in the Class A Common Stock
on the New York Stock Exchange being suspended or limited or minimum or
maximum prices being generally established on such exchange, or (ii)
additional material restrictions, not in force on the date of this
Agreement, being imposed upon trading in securities generally (or the
Class A Common Stock specifically) by the New York Stock Exchange or by
order of the Commission or any court or other governmental authority,
or (iii) a general banking moratorium being declared by either Federal
or New York authorities;
(j) The Company and the Selling Stockholders shall have
furnished or caused to be furnished to you at the Time of Delivery
certificates signed by the chief executive officer and the chief
financial officer, on behalf of the Company, and by each Selling
Stockholder satisfactory to you as to such matters as you may
reasonably request and as to (i) the accuracy of its and their
respective representations and warranties herein at and as of the Time
of Delivery and (ii) the performance by the Company and each Selling
Stockholder of all their respective obligations hereunder to be
performed at or prior to the Time of Delivery; the Company and the
Selling Stockholders shall have furnished or caused to be furnished to
you at the Time of Delivery certificates signed by the chief executive
officer and the chief financial officer, on behalf of the Company, and
by each Selling Stockholder as to (i) the fact that they have carefully
examined the Registration Statement and Prospectus and, (a) as of the
Effective Date, the statements contained in the Registration Statement
and the Prospectus were true and correct and neither the Registration
Statement nor the Prospectus omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading (except that each Selling Stockholder shall be responsible
only for information relating to it or required to be disclosed by it)
and (b) since the Effective Date, no event has occurred that is
required by the Act or the rules and regulations of the Commission
thereunder to be set forth in an amendment of, or a supplement to, the
Prospectus that has not been set forth in such an amendment or
supplement; and (ii) the matters set forth in subsection (a) of this
Section 7;
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(k) Each director, executive officer and employee of the
Company listed on Appendix A and each Selling Stockholder shall have
delivered to you an agreement not to offer, sell, contract to sell or
otherwise dispose of any shares of capital stock of the Company (or
securities convertible into, or exchangeable for, capital stock of the
Company), directly or indirectly, for a period of 180 days after the
date of the Prospectus, without the prior written consent of Schroder &
Co. Inc.;
(l) The Company shall have delivered to you evidence that the
Securities have been authorized for listing on the New York Stock
Exchange as of the Effective Date; and
(m) The Company shall have delivered to you written evidence
that the documents or matters set forth on Appendix B hereto have been
delivered, satisfied or fulfilled, as the case may be, in each case in
a manner satisfactory to you and Arter & Hadden LLP.
8. (a) The Company will indemnify, defend and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or in any Blue Sky application or other document executed by
the Company specifically for that purpose or based upon information furnished by
the Company filed in any state or other jurisdiction in order to qualify any or
all of the Securities under the securities laws thereof or filed with the
Commission or any securities association or securities exchange (each, an
"Application"), or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements made
therein not misleading, or (ii) any untrue statement or alleged untrue statement
made by the Company in Section 1A of this Agreement, or (iii) the employment by
the Company of any device, scheme or artifice to defraud, or the engaging by the
Company in any act, practice or course of business which operates or would
operate as a fraud or deceit, or any conspiracy with respect thereto, in which
the Company shall participate, in connection with the issuance and sale of any
of the Securities, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating, preparing to defend, defending or appearing as a third-party
witness in connection with any such action or claim; PROVIDED, HOWEVER, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission relating to an
Underwriter made in any Preliminary Prospectus, the Registration Statement, the
Prospectus or such amendment or supplement or any Application in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter through you expressly for use therein, PROVIDED, FURTHER, that the
indemnity agreement contained in this Section 8(a) with respect to any
Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any
persons controlling such Underwriter) on account of any losses, claims, damages,
liabilities or litigation arising from the sale of Securities to any person, if
such Underwriter fails to send or give a copy of the Prospectus, as the same may
be then supplemented
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or amended, to such person, within the time required by the Act and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact contained in such Preliminary Prospectus was corrected in the
Prospectus, unless such failure is the result of noncompliance by the Company
with Section 5(a)(iii) hereof.
(b) Each Selling Stockholder, severally and not jointly, will
indemnify, defend and hold harmless each Underwriter, the Company and the other
Selling Stockholders against any losses, claims, damages or liabilities to which
such Underwriter, the Company or such other Selling Stockholders may become
subject under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Preliminary Prospectus, the Registration Statement, or the Prospectus, or
any amendment or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements made therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Preliminary Prospectus, the
Registration Statement, the Prospectus or such amendment or supplement in
reliance upon and in conformity with information furnished to such Underwriter
or the Company by such Selling Stockholder in writing expressly for use therein,
or (ii) any untrue statement or alleged untrue statement made by such Selling
Stockholder in Section 1B of this Agreement, and will reimburse such
Underwriter, the Company or such other Selling Stockholders for any legal or
other expenses incurred by such Underwriter, the Company or such other Selling
Stockholders in connection with investigating, preparing to defend, defending or
appearing as a third-party witness in connection with any such action or claim;
PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 8(b)
with respect to any Preliminary Prospectus shall not inure to the benefit of any
Underwriter (or any persons controlling such Underwriter) on account of any
losses, claims, damages, liabilities or litigation arising from the sale of
Securities to any person, if such Underwriter fails to send or give a copy of
the Prospectus, as the same may be then supplemented or amended, to such person
within the time required by the Act and the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in such
Preliminary Prospectus was corrected in the Prospectus, unless such failure is
the result of noncompliance by the Company with Section 5(a)(iii) hereof;
PROVIDED, FURTHER, no Selling Stockholder against whom a claim for indemnity is
made on the basis of the provisions of this Section 8(b) shall be required to
indemnify, hold harmless or reimburse the Company or Underwriters in an
aggregate amount in excess of the proceeds received by the Selling Stockholder
in connection herewith.
(c) In addition to any obligations of the Company and each of
the Selling Stockholders under Section 8(a) and 8(b), the Company and each of
the Selling Stockholders agree that they shall perform their indemnification
obligations under Section 8(a) and Section 8(b) with respect to counsel fees and
expenses and other expenses reasonably incurred by making payments within 45
days to the Underwriter in the amount of the statements of the Underwriter's
counsel or other statements which shall be forwarded by the Underwriter, and
that it shall make such payments notwithstanding the absence of a judicial
determination as to the propriety and enforceability of the obligation to
reimburse the Underwriters for such expenses and the possibility that such
payments
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might later be held to have been improper by a court until such time as a court
orders return of such payments.
The indemnity agreement in Section 8(a) and Section 8(b) shall be in
addition to any liability which the Company or any of the Selling Stockholders
may otherwise have and shall extend upon the same terms and conditions to each
person, if any, who controls any Underwriter within the meaning of the Act or
the Exchange Act.
(d) Each Underwriter will indemnify and hold harmless the
Company and the Selling Stockholders against any losses, claims, damages or
liabilities to which the Company or such Selling Stockholder may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or any Application, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, the Registration Statement, the Prospectus or
such amendment or supplement or any Application in reliance upon and in
conformity with written information furnished to the Company or such Selling
Stockholder by such Underwriter relating to such Underwriter through you
expressly for use therein, and will reimburse the Company or such Selling
Stockholder for any legal or other expenses reasonably incurred by the Company
or such Selling Stockholder in connection with investigating or defending any
such action or claim.
The indemnity agreement in this Section 8(d) shall be in addition to
any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Company or of any Selling Stockholder and to each person, if any, who controls
the Company or any Selling Stockholder within the meaning of the Act or the
Exchange Act.
(e) Promptly after receipt by an indemnified party under
Section 8(a), 8(b) or 8(d) of notice of the commencement of any action
(including any governmental investigation), such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party under Section
8(a), 8(b) or 8(d) except to the extent it was unaware of such action and has
been prejudiced in any material respect by such failure or from any liability
which it may have to any indemnified party otherwise than under such Section
8(a), 8(b) or 8(d). In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party
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under such subsection for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. If, however, (i) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party or (ii) an indemnified party shall have reasonably
concluded that representation of such indemnified party and the indemnifying
party by the same counsel would be inappropriate under applicable standards of
professional conduct due to actual or potential differing interests between them
and the indemnified party so notifies the indemnifying party, then the
indemnified party shall be entitled to employ counsel different from counsel for
the indemnifying party at the expense of the indemnifying party and the
indemnifying party shall not have the right to assume the defense of such
indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to local counsel) for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same set of
allegations or circumstances. The counsel with respect to which fees and
expenses shall be so reimbursed shall be designated in writing by Schroder & Co.
Inc. in the case of parties indemnified pursuant to Section 8(a) and Section
8(b) and by the Company in the case of parties indemnified pursuant to Section
8(d). If at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by Section 8(c), the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.
(f) In order to provide for just and equitable contribution
under the Act in any case in which (i) any Underwriter (or any person who
controls any Underwriter within the meaning of the Act or the Exchange Act)
makes claim for indemnification pursuant to Section 8(a) or Section 8(b) hereof,
but is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that Section 8(a) or Section 8(b)
provides for indemnification in such case or (ii) contribution under the Act may
be required on the part of any Underwriter or any such controlling person in
circumstances for which indemnification is provided under Section 8(d), then,
and in each such case, each indemnifying party shall contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject as an
indemnifying party hereunder (after contribution from others) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Selling Stockholders on the one hand and the Underwriters on the other from
the offering of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under Section 8(e) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but
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also the relative fault of the Company and the Selling Stockholders on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Stockholders on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering of the
Securities purchased under this Agreement (before deducting expenses) received
by the Company and the Selling Stockholders bear to the total underwriting
discounts and commissions received by the Underwriters with respect to the
Securities purchased under this Agreement, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Selling
Stockholders on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company, each of the Selling
Stockholders and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this Section 8(f) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8(f). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section
8(f) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(f), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of a fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this Section 8(f) to contribute are several in proportion to their respective
underwriting obligations and not joint.
(g) Promptly after receipt by any party to this Agreement of
notice of the commencement of any action, suit or proceeding, such party will,
if a claim for contribution in respect thereof is to be made against another
party (the "contributing party"), notify the contributing party of the
commencement thereof; but the omission so to notify the contributing party will
not relieve it from any liability which it may have to any other party for
contribution under the Act except to the extent it was unaware of such action
and has been prejudiced in any material respect by such failure or from any
liability which it may have to any other party other than for contribution under
the Act. In case any such action, suit or proceeding is brought against any
party, and such party notifies a contributing party of the commencement thereof,
the contributing party will be entitled to participate therein with the
notifying party and any other contributing party similarly notified.
9. (a) If any Underwriter shall default in its obligation to purchase
the Firm Securities which it has agreed to purchase hereunder, you may in your
discretion arrange for you or
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another party or other parties to purchase such Firm Securities on the terms
contained herein. If the aggregate number of Firm Securities as to which
Underwriters default is more than one-eleventh of the aggregate number of all
the Firm Securities and within 36 hours after such default by any Underwriter
you do not arrange for the purchase of such Firm Securities, then the Company
and the Selling Stockholders shall be entitled to a further period of 36 hours
within which to procure another party or other parties satisfactory to you to
purchase such Firm Securities on such terms. In the event that, within the
respective prescribed periods, you notify the Company and the Selling
Stockholders that you have so arranged for the purchase of such Firm Securities,
or the Company and the Selling Stockholders notify you that they have so
arranged for the purchase of such Firm Securities, you or the Company shall have
the right to postpone the Time of Delivery for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Firm Securities.
(b) If, after giving effect to any arrangements for the
purchase of the Firm Securities of such defaulting Underwriter or Underwriters
by you or the Company and the Selling Stockholders or both as provided in
subsection (a) above, the aggregate number of such Firm Securities which remain
unpurchased does not exceed one-eleventh of the aggregate number of all the Firm
Securities, then the Company and the Selling Stockholders shall have the right
to require each non-defaulting Underwriter to purchase the number of the Firm
Securities which such Underwriter agreed to purchase hereunder and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based
on the number of Firm Securities which such Underwriter agreed to purchase
hereunder) of the Firm Securities of such defaulting Underwriter or Underwriters
for which such arrangements have not been made; but nothing shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Firm Securities of a defaulting Underwriter or Underwriters by
you or the Company and the Selling Stockholders as provided in subsection (a)
above, the aggregate number of such Firm Securities which remain unpurchased
exceeds one-eleventh of the aggregate number of all the Firm Securities, or if
the Company and the Selling Stockholders shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase Firm
Securities of a defaulting Underwriter or Underwriters, then this Agreement
shall thereupon terminate without liability on the part of any non-defaulting
Underwriter, the Company or any Selling Stockholder, except for the expenses to
be borne by the Company and the Selling Stockholders and the Underwriters as
provided in Section 6 hereof and the indemnity agreement in Section 8 hereof;
but nothing herein shall relieve a defaulting Underwriter from liability for its
default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, each of the Selling Stockholders and the
several Underwriters, as set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the
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results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or an officer or director or
controlling person of the Company, or any of the Selling Stockholders, or any
controlling person of any of the Selling Stockholders, and shall survive
delivery of and payment for the Securities.
11. This Agreement shall become effective (a) if the Registration
Statement has not heretofore become effective, at the earlier of 12:00 Noon, New
York City time, on the first full business day after the Registration Statement
becomes effective, or at such time after the Registration Statement becomes
effective as you may authorize the sale of the Securities to the public by
Underwriters or other securities dealers, or (b) if the Registration Statement
has heretofore become effective, at the earlier of 24 hours after the filing of
the Prospectus with the Commission or at such time as you may authorize the sale
of the Securities to the public by Underwriters or securities dealers, unless,
prior to any such time you shall have received notice from the Company that it
elects that this Agreement shall not become effective, or you, or through you
such of the Underwriters as have agreed to purchase in the aggregate fifty
percent or more of the Firm Securities hereunder, shall have given notice to the
Company that you or such Underwriters elect that this Agreement shall not become
effective; provided, however, that the provisions of this Section and Section 6
and Section 8 hereof shall at all times be effective.
If this Agreement shall be terminated pursuant to Section 9 hereof, or
if this Agreement, by election of you or the Underwriters, shall not become
effective pursuant to the provisions of this Section, the Company and the
Selling Stockholders shall not then be under any liability to any Underwriter
except as provided in Section 6 and Section 8 hereof, but if this Agreement
becomes effective and is not so terminated but the Securities are not delivered
by or on behalf of the Company or any of the Selling Stockholders as provided
herein because the Company or any of the Selling Stockholders has been unable
for any reason beyond its control and not due to any default by it to comply
with the terms and conditions hereof, the Company will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Securities, but the Company and the Selling Stockholders shall then be under no
further liability to any Underwriter except as provided in Section 6 and Section
8 hereof.
12. The statements set forth in the last paragraph on the front cover
page of the Prospectus, the paragraph on the inside front cover of the
Prospectus containing stabilization language and the _________ paragraphs under
the caption "Underwriting" in the Prospectus constitute the only information
furnished by any Underwriter through the Representatives to the Company for
purposes of Sections 1A(b), 1A(c) and 8 hereof.
13. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Schroder & Co. Inc. on behalf of you as the
Representatives, and in all dealings with the Selling Stockholders hereunder,
you and the Company shall be entitled to act and rely upon any statement,
request, notice or agreement
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furnished in writing by or on behalf of such Selling Stockholder or made or
given by the Attorney-in-Fact for such Selling Stockholder.
All statements, requests, notices and agreements hereunder, unless
otherwise specified in this Agreement, shall be in writing and, if to the
Underwriters, shall be delivered or sent by mail, telex or facsimile
transmission (subsequently confirmed by delivery or by letter sent by mail) to
you as the Representatives in care of Schroder & Co. Inc., Equitable Center, 787
Seventh Avenue, New York, New York 10019, Attention: Syndicate Department; and
if to the Company or the Selling Stockholders, shall be delivered or sent by
letter sent by mail, telex or facsimile transmission (subsequently confirmed by
delivery or by letter sent by mail) to the address of the Company set forth in
the Registration Statement, Attention: Chief Executive Officer; PROVIDED,
HOWEVER, that any notice to any Underwriter pursuant to Section 8(d) hereof
shall be delivered or sent by mail, telex or facsimile transmission
(subsequently confirmed by delivery or by letter sent by mail) to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by you upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.
14. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and each of the Selling Stockholders
and, to the extent provided in Section 8 and Section 10 hereof, the officers and
directors of the Company and each person who controls the Company, any Selling
Stockholder or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
15. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
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16. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.
17. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Underwriters, the Company
and each of the Selling Stockholders. It is understood that your acceptance of
this letter on behalf of each of the Underwriters is pursuant to the authority
set forth in a form of Agreement Among Underwriters, manually or facsimile
executed counterparts of which, to the extent practicable and upon request,
shall be submitted to the Company for examination, but without warranty on your
part as to the authority of the signers thereof.
Very truly yours,
HAWK CORPORATION
By:
------------------------------------
Name:
Title:
SELLING STOCKHOLDERS
By:
------------------------------------
As Attorney-in-Fact for each of the
Selling Stockholders listed in
Schedule II
Accepted as of the date hereof:
SCHRODER & CO. INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
McDONALD & COMPANY SECURITIES, INC.
as Representatives of the several Underwriters
By: SCHRODER & CO. INC.
By:
----------------------------------
Managing Director
[320163]
-35-
<PAGE> 36
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF FIRM
UNDERWRITER SECURITIES
- ----------- ----------
<S> <C>
Schroder & Co. Inc........................................ ________
Donaldson, Lufkin & Jenrette Securities Corporation....... ________
McDonald & Company Securities, Inc........................ ________
Total .................................................... 5,135,000
=========
</TABLE>
-36-
<PAGE> 37
SCHEDULE II
<TABLE>
<CAPTION>
MAXIMUM NUMBER
NUMBER OF FIRM OF OPTION
SELLING STOCKHOLDER SECURITIES TO BE SOLD SECURITIES TO BE SOLD
- ------------------- --------------------- ---------------------
<S> <C> <C>
Total .............................. 1,635,000 770,250
========= =======
</TABLE>
-37-
<PAGE> 38
APPENDIX A
Directors, Executive Officers and Employees of the Company
Who are to Execute Lock-up Letter Agreements
--------------------------------------------
Norman C. Harbert
Ronald E. Weinberg
Jeffrey H. Berlin
Douglas D. Wilson
Thomas A. Gilbride
Jess F. Helsel
Timothy J. Houghton
Paul R. Bishop
Byron S. Krantz
Dan T. Moore, III
William J. O'Neill, Jr.
Gary Siciliano
[INSERT OTHER EMPLOYEES]
-38-
<PAGE> 39
APPENDIX B
[INSERT ANY OTHER CLOSING DOCUMENTS OR MATTERS]
-39-
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report on the consolidated financial statements of Hawk Corporation
dated December 19, 1997 (except Note N, as to which the date is January __,
1998), in Amendment No. 3 to the Registration Statement (Form S-1 No.
333-40535) and related Prospectus of Hawk Corporation for the registration of
5,135,000 shares of its common stock.
Ernst & Young LLP
Cleveland, Ohio
- -------------------------------------------------------------------------------
The foregoing consent is in the form that will be signed upon the completion of
the increase in authorized shares and the stock split described in Note N to
the financial statements.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 7, 1998
<PAGE> 2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report on the financial statements of Helco, Inc. dated July 26,
1994, in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-40535)
and related Prospectus of Hawk Corporation for the registration of 5,135,000
shares of its common stock.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 7, 1998
<PAGE> 3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report on the financial statements of Sinterloy, Inc. dated August
22, 1997, in Amendment No. 3 to the Registration Statement (Form S-1 No.
333-40535) and related Prospectus of Hawk Corporation for the registration of
5,135,000 shares of its common stock.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 7, 1998
<PAGE> 4
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report on the consolidated financial statements of S.K. Wellman
Limited Inc. and Subsidiaries dated September 26, 1996, in Amendment No. 3 to
the Registration Statement (Form S-1 No. 333-40535) and related Prospectus of
Hawk Corporation for the registration of 5,135,000 shares of its common stock.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 7, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 (File No.
333-40535) to be filed on or about January 8, 1998, of our report dated
February 5, 1997, on our audit of the financial statements of Houghton
Acquisition Corporation d/b/a Hutchinson Foundry Products Company. We also
consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
St. Louis, Missouri
January 8, 1998
