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 1, 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
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 30, 2002, upon the joint recommendation of management and the Audit
Committee, the Board of Directors of Kennametal Inc. (the company) ratified the
dismissal of Arthur Andersen LLP (Arthur Andersen) as the company's independent
auditors following the completion by Arthur Andersen of its review report on the
financial statements of the company for the quarter ended March 31, 2002, and
the selection of PricewaterhouseCoopers LLP as independent auditors for fiscal
year ending June 30, 2002. The appointment of PricewaterhouseCoopers LLP was
made after careful consideration by the Board of Directors, the Audit Committee
and management of the company, and concludes an extensive evaluation process.
In connection with the audits of the two most recent fiscal years ended June 30,
2001 and 2000, and through April 30, 2002, there have been no disagreements with
Arthur Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Arthur Andersen, would have caused Arthur
Andersen to make reference thereto in its reports on the financial statements of
the company for such time periods.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the two most recent fiscal years ended June 30, 2001 and
2000, or within the interim period through April 30, 2002.
Arthur Andersen's reports on the consolidated financial statements of the
company for the last two fiscal years ended June 30, 2001 and 2000 neither
contained an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles.
The company provided Arthur Andersen a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission (the
Commission). Arthur Andersen has provided the company with a letter, addressed
to the Commission, which is filed as an exhibit to this Current Report on Form
8-K.
During the company's two most recent fiscal years ended June 30, 2001 and 2000,
and the subsequent interim period through April 30, 2002, the company did not
consult with PricewaterhouseCoopers LLP regarding any of the matters or events
set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed in accordance with the provisions of Item 601 of
Regulation S-K:
(c) Exhibits
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated May 1, 2002.
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 1, 2002 By: /s/ TIMOTHY A. HIBBARD
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Timothy A. Hibbard
Corporate Controller and
Chief Accounting Officer