- Amended Statement of Beneficial Ownership (SC 13D/A)
22 Octubre 2010 - 4:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment No. 3)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Marc C. Krantz
Kohrman Jackson & Krantz P.L.L.
1375 East 9
th
Street, 20
th
Floor, Cleveland, OH 44114; 216-696-8700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note
. Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes
)
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
2
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Norman C. Harbert
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,096,506
(1)(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,096,506
(1)(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,096,506
(1)(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
14.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) Includes 2,081 shares held by Mr. Harberts 401(k) plan.
(2) Includes 1,000,511 shares held by the Harbert Family Limited Partnership and 35,000 shares held by the Harbert Foundation.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
3
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Harbert Family Limited Partnership
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ohio
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,000,511
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,000,511
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,000,511
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
12.9%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
4
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Harbert Foundation
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ohio
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
35,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
35,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
35,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.5%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
5
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ronald E. Weinberg
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,409,965
(1)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,409,965
(1)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,409,965
(1)(2)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
17.9%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) Includes a
currently exercisable option to purchase 135,967 shares and 1,083,153 shares owned by the Weinberg Family Limited Partnership.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
6
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Weinberg Family Limited Partnership
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ohio
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,083,153
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,083,153
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,083,153
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
14.0%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
7
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Byron S. Krantz
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
292,940
(1)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
292,940
(1)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
292,940
(1)
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.8%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1) Includes a
currently exercisable option to purchase 8,968 shares and 243,876 shares owned by the Krantz Family Limited Partnership.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
8
|
|
of
|
|
13
|
|
Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Krantz Family Limited Partnership
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ohio
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
243,876
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
243,876
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
243,876
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
9
|
|
of
|
|
13
|
|
Pages
|
Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 3 to Schedule 13D (the
Amendment
) is filed by
Norman C. Harbert, the Harbert Family Limited Partnership (the
HFLP
), the Harbert Foundation (the
Foundation
), Ronald E. Weinberg, the Weinberg Family Limited Partnership (the
WFLP
), Byron S.
Krantz and the Krantz Family Limited Partnership (the
KFLP
) (collectively, the Reporting
Persons) relating to shares of Class A common stock, par value $0.01 per share, of Hawk
Corporation, a Delaware corporation (Hawk).
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
As previously disclosed by the Reporting Persons in its Amendment No. 2 to Schedule 13D filed
on July 6, 2010 with the Securities and Exchange Commission (
SEC
) and as previously disclosed on
the Form 8-K filed by Hawk on July 1, 2010 with the SEC, Hawk issued a press release on July 1,
2010 announcing that it had commenced a process to explore strategic alternatives, including a
possible sale of Hawk. In connection with the exploration of strategic alternatives, Hawks Board
of Directors formed a Special Committee of the Board, consisting solely of independent directors.
This Special Committee retained Harris Williams & Co., as its financial advisor.
On October 14, 2010, as a result of the exploration of strategic alternatives, Hawk announced
that it had entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Carlisle
Companies Incorporated, a Delaware corporation (
Carlisle
), and HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle (
Merger Sub
). Pursuant to the Merger
Agreement, Carlisle and Merger Sub will commence a tender offer (the
Offer
) to purchase all of
the issued and outstanding shares of Hawks Class A common stock (
Hawk Common Stock
), including
the associated Rights (as defined in the Merger Agreement) (each, a
Share
and, collectively, the
Shares
), at a purchase price of $50.00 per share in cash (the
Offer Price
). The Offer will be
followed by a merger of Merger Sub with and into Hawk (the
Merger
) with Hawk surviving the Merger
as a wholly-owned subsidiary of Carlisle. At the effective time of the Merger, all remaining
outstanding Shares not tendered in the Offer (other than (1) Hawk Common Stock owned by Carlisle,
Merger Sub, Hawk and its subsidiaries and (2) Shares for which appraisal has been properly demanded
under Delaware law) will be acquired for cash at the Offer Price and on the terms and conditions in
the Merger Agreement (the
Merger Consideration
).
Hawks press releases with respect to the Merger Agreement were filed as Exhibit 99.1 and
Exhibit 99.2 to Hawks Form 8-K filed on October 18, 2010 with the SEC and are incorporated herein
by reference.
Concurrently with the execution of the Merger Agreement, and as a condition and inducement to
Carlisle entering into the Merger Agreement, each of Messrs. Weinberg, Harbert and Krantz entered
into a Tender and Voting Agreement with Carlisle and Merger Sub (the
Tender Agreements
).
Pursuant to the Tender Agreements, each of Messrs. Weinberg, Harbert and Krantz has agreed, among
other things, (1) to tender all of his Shares in the Offer; (2) in the event a vote of the
Companys stockholders is required in furtherance of the Merger Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
10
|
|
of
|
|
13
|
|
Pages
|
or the transactions contemplated thereby, including the Merger, he will vote all of his Shares
(to the extent any such Shares are not purchased in the Offer) in favor of the approval of the
Merger and the adoption of the Merger Agreement and against any proposal inconsistent therewith;
and (3) to consent to the redemption by the Company of all of his shares of the Companys Series D
preferred stock. The Tender Agreements will automatically terminate upon the termination of the
Merger Agreement in accordance with its terms.
The description of the Tender Agreements does not purport to be complete and is qualified in
its entirety by reference to the Tender Agreements. Copies of the Tender Agreements are filed
herewith as Exhibit 7.1, Exhibit 7.2, and Exhibit 7.3 and incorporated by reference herein.
The Merger Agreement provides that, at the effective time of the Merger, (1) each outstanding
unexercised stock option of Hawks will fully vest and be cancelled, and (2) each option holder
will be entitled to receive from Hawk in settlement of each option a single lump sum payment equal
to the net amount of (i) the product of (A) the excess, if any, of the Merger Consideration over
the exercise price per share of such option, multiplied by (B) the number of shares subject to such
option, less (ii) any tax required to be withheld. In connection with this provision, certain of
Hawks option holders have entered into letters with Hawk regarding the cancellation of their
options at the effective time of the Merger, in accordance with the foregoing provision of the
Merger Agreement (the
Option Cancellation Letters
). Each of Messrs. Weinberg and Krantz entered
into an Option Cancellation Letter in connection with the Merger Agreement.
The description of the Option Cancellation Letters does not purport to be complete and is
qualified in its entirety by reference to the Form of the Option Cancellation Letter. The Form of
Option Cancellation Letter for Messrs. Weinberg and Krantz is filed herewith as Exhibit 7.4 and
incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) are amended and supplemented as follows:
(a) According to the Merger Agreement, there are currently 7,759,063 shares of Hawk Common Stock
outstanding as of October 14, 2010.
Mr. Harbert
beneficially owns 1,096,506 shares of Hawk Common Stock, including
2,081 shares held in
his 401(k) plan, 1,000,511 shares held by the HFLP and 35,000 shares held by the Foundation, or
14.1% of the outstanding Hawk Common Stock. The HFLP beneficially owns 12.9% of the outstanding Hawk Common
Stock. The Foundation beneficially owns 0.5% of the outstanding Hawk Common Stock.
Mr. Weinberg beneficially owns 1,409,965 shares of Hawk Common Stock, including 1,083,153 shares
held by the WFLP and a currently exercisable option to purchase 135,967 shares of Hawk Common Stock or
17.9% of the outstanding Hawk Common Stock, assuming exercise of the option held by Mr. Weinberg. The
WFLP beneficially owns 14.0% of the outstanding Hawk Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
11
|
|
of
|
|
13
|
|
Pages
|
Mr. Krantz beneficially owns 292,940 shares of Hawk Common Stock, including 243,876 shares held by
the KFLP and a currently exercisable option to purchase 8,968 shares of Hawk Common Stock, or 3.8% of
the outstanding Hawk Common Stock, assuming exercise of the option held by Mr. Krantz. The KFLP
beneficially owns 3.1% of the outstanding Hawk Common Stock.
Together, the Reporting Person own 2,799,411 shares of Hawk Common Stock, including currently
exercisable options to purchase 144,935 shares of Hawk Common Stock, or 35.4% of the outstanding
Hawk Common Stock, assuming exercise of the options held by Messrs. Weinberg and Krantz. Each Reporting Person
disclaims beneficial ownership of the shares of Hawk Common Stock and the options held by each other
Reporting Person.
(b) Due to the
terms of the Tender Agreements, each Reporting Person may be deemed to have shared power to vote, or direct the
voting of, and shared power to dispose, or to direct the disposition of, the shares of Hawk Common Stock
beneficially owned by such Reporting Person with Carlisle for the limited purposes described in Item 4 above.
In addition,
Mr. Harbert, as chairman of the board of trustees of the Foundation, has shared power to
vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the
shares of Hawk Common Stock owned by the Foundation. The Foundation has sole power to vote, or to
direct the voting of, and sole power to dispose, or to direct the disposition of, the shares of
Hawk Common Stock owned by it.
(c) None of the Reporting Persons have effected any transactions in the Hawk Common Stock in the
past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of
the Issuer
The disclosure under Item 4 of this Amendment related to the Tender Agreements and the Option
Cancellation Letters is also responsive to this Item 6 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
|
7.1
|
|
Tender and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle, and Ronald E. Weinberg in his
capacity as a stockholder of Hawk Corporation
|
|
|
7.2
|
|
Tender and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle, and Norman C. Harbert in his
capacity as a stockholder of Hawk Corporation
|
|
|
7.3
|
|
Tender and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle, and Byron S. Krantz in his
capacity as a stockholder of Hawk Corporation
|
|
|
7.4
|
|
Form of Option Cancellation Letter, dated as of October 14, 2010, by and
between Hawk Corporation and each of Ronald E. Weinberg and Byron S. Krantz
|
|
|
7.5
|
|
Joint Filing Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
12
|
|
of
|
|
13
|
|
Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
October 22, 2010
|
|
|
|
|
|
|
|
|
/s/ Norman C. Harbert
|
|
|
Norman C. Harbert, Individually
|
|
|
|
|
|
|
|
|
|
|
Harbert Family Limited Partnership
|
|
|
/s/ Norman C. Harbert
|
|
|
Norman C. Harbert, managing general partner
|
|
|
|
|
|
|
|
|
|
|
Harbert Foundation
|
|
|
/s/ Norman C. Harbert
|
|
|
Norman C. Harbert, chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ronald E. Weinberg
|
|
|
Ronald E. Weinberg, Individually
|
|
|
|
|
|
|
|
|
|
|
Weinberg Family Limited Partnership
|
|
|
/s/ Ronald E. Weinberg
|
|
|
Ronald E. Weinberg, managing general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Byron S. Krantz
|
|
|
Byron S. Krantz, Individually
|
|
|
|
|
|
|
|
|
|
|
Krantz Family Limited Partnership
|
|
|
/s/ Byron S. Krantz
|
|
|
Byron S. Krantz, managing general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
420089 10 4
|
|
Page
|
|
13
|
|
of
|
|
13
|
|
Pages
|
EXHIBIT INDEX
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
7.1
|
|
Tender and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle, and Ronald E. Weinberg in his
capacity as a stockholder of Hawk Corporation
|
|
|
|
7.2
|
|
Tender and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle, and Norman C. Harbert in his
capacity as a stockholder of Hawk Corporation
|
|
|
|
7.3
|
|
Tender and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware
corporation and a wholly-owned subsidiary of Carlisle, and Byron S. Krantz in his
capacity as a stockholder of Hawk Corporation
|
|
|
|
7.4
|
|
Form of Option Cancellation Letter, dated as of October 14, 2010, by and
between Hawk Corporation and each of Ronald E. Weinberg and Byron S. Krantz
|
|
|
|
7.5
|
|
Joint Filing Agreement
|
Hawk (AMEX:HWK)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Hawk (AMEX:HWK)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024