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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 6, 2002
KENNAMETAL INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-5318
PENNSYLVANIA 25-0900168
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
WORLD HEADQUARTERS
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650-0231
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code: (724) 539-5000
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS
On May 6, 2002, Kennametal Inc. announced that it has signed a definitive
agreement to purchase the Widia Group in Europe and India from Milacron Inc. for
188 million (approximately $170 million). The acquisition, which is
expected to close in two to three months, remains subject to European regulatory
approval and negotiated conditions of closing.
Widia, with approximately $240 million in sales, is a leading manufacturer and
marketer of metalworking tools, engineered products and related services in
Europe and India. Widia has an extensive product line of metalworking
consumables, and is a recognized leader in milling applications. The company
employs approximately 3,400 employees, and operates eight manufacturing
facilities in Europe and two in India. Widia's German operations will be merged
into a new Kennametal European subsidiary at the closing. Management currently
intends on integrating the operations of the Widia Group into existing
operations. Widia sells primarily through direct sales and has sales and service
personnel in many European countries.
The company plans to fund the acquisition on a permanent basis as part of a
comprehensive refinancing of its capital structure, the key components of which
are expected to be the establishment of a new, three-year revolving credit
facility, public term debt, and the issuance of $100-150 million of equity.
Sufficient capacity exists under the company's existing bank credit facilities
to fund the acquisition should the transaction close prior to completion of one
or all of the planned financing transactions.
The news release is filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-K:
(c) Exhibits
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
2.1 Stock Purchase Agreement dated May 3, 2002
among Milacron Inc., Milacron B.V. and
Kennametal Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KENNAMETAL INC.
Date: May 7, 2002 By: /s/ TIMOTHY A. HIBBARD
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Timothy A. Hibbard
Corporate Controller and
Chief Accounting Officer