UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ------------------------------------------------------------------------------- FORM 10-Q/A AMENDMENT NO. 1 - ------------------------------------------------------------------------------- |x| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 - ------------------------------------------------------------------------------- Commission File Number: 001-11549 BLOUNT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) - ------------------------------------------------------------------------------- Delaware (State or other jurisdiction of 63-0780521 incorporation or organization) (I.R.S. Employer Identification No.) 4909 SE International Way 97222-4679 Portland, Oregon (Zip Code) (Address of principal executive office) Registrant's telephone number, including area code: (503) 653-8881 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |x| No |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes | | No |x| The total number of shares of the registrant's common stock, $.01 par value, outstanding on March 31, 2004, was 30,883,103. - ------------------------------------------------------------------------------- BLOUNT INTERNATIONAL INC. FORM 10-Q/A - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Commission on May 12, 2004, is being filed solely for the purpose of filing certifications in respect of Section 302 of the Sarbanes-Oxley Act as Exhibits 31.1 and 31.2 thereto. The certifications previously filed with such Quarterly Report following the signatures thereto shall be deemed replaced and superceded in their entirety by Exhibits 31.1 and 31.2 filed herewith. No revisions have been made to the Registrant's financial statements or any other disclosure contained in such Quarterly Report. TABLE OF CONTENTS PART II ITEM 6(a). Exhibits and Reports on Form 8-K page 2 - ------------------------------------------- Signature page 3 - --------- Certifications pages 4 & 5 - -------------- ITEM 6(a) Exhibits: EXHIBIT DESCRIPTION NUMBER 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by James S. Osterman, Chief Executive Officer, for the quarter ended March 31, 2004. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Calvin E. Jenness, Chief Financial Officer, for the quarter ended March 31, 2004. EXHIBIT INDEX EXHIBITS 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by James S. Osterman, Chief Executive Officer, for the quarter ended March 31, 2004. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Calvin E. Jenness, Chief Financial Officer, for the quarter ended March 31, 2004. - ------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereto duly authorized. BLOUNT INTERNATIONAL, INC. Registrant /s/ Calvin E. Jenness ----------------------------------- Calvin E. Jenness Dated: July 13, 2004 Senior Vice President, Chief Financial Officer, and Treasurer