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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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
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EXPLANATORY NOTE
This current report on Form 8-K/A amends the current report on Form 8-K of
Kennametal Inc. (the company) dated and filed with the Securities and Exchange
Commission on May 1, 2002 to reflect the fact that, as anticipated, Arthur
Andersen LLP issued its review report on the financial statements of the company
for the quarter ended March 31, 2002 in conjunction with the May 14, 2002 filing
by the company of the quarterly report on Form 10-Q for the quarter ended March
31, 2002. Accordingly, the dismissal of Arthur Andersen and engagement of
PricewaterhouseCoopers LLP became effective on May 14, 2002.
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. This change in independent auditors became effective
on May 14, 2002 following the completion by Arthur Andersen of its review report
on the financial statements of the company for the quarter ended March 31, 2002
in conjunction with the May 14, 2002 filing by the company of the quarterly
report on Form 10-Q for the quarter ended March 31, 2002. The appointment and
engagement 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 May 14, 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 May 14, 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/A
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/A.
During the company's two most recent fiscal years ended June 30, 2001 and 2000,
and the subsequent interim period through May 14, 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 15, 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 17, 2002 By: /s/ TIMOTHY A. HIBBARD
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Timothy A. Hibbard
Corporate Controller and
Chief Accounting Officer