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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): November 17, 1997
KENNAMETAL INC.
(Exact name of registrant as specified in charter)
PENNSYLVANIA 1-5318 25-0900168
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
Route 981 South at Westmoreland County Airport
Latrobe, Pennsylvania 15650
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (412) 539-5000
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Item 2. Acquisition or Disposition of Assets.
(a) On November 17, 1997, Kennametal Inc., a Pennsylvania corporation
(the "Company"), announced that its wholly-owned subsidiary, Kennametal
Acquisition Corp., a Delaware corporation ("Purchaser"), had accepted for
payment 16,179,976 shares of common stock, par value $0.01 per share, including
the associated preferred stock purchase rights (the "Shares"), of Greenfield
Industries, Inc. ("Greenfield") that were validly tendered and not properly
withdrawn, including approximately 609,532 shares tendered pursuant to notices
of guaranteed delivery. The Shares tendered represent approximately 98% of the
outstanding shares of Greenfield, tendered in response to Purchaser's tender
offer (the "Offer") for all outstanding shares at a price of $38.00 per share,
net to the seller in cash, without interest thereon, less any required
withholding taxes. The Offer expired, as scheduled, at 12:00 midnight, New York
City time, on Friday, November 14, 1997.
The Offer, commenced on October 17, 1997, was made pursuant
to an Agreement and Plan of Merger, dated as of October 10, 1997 (the "Merger
Agreement"), by and among the Company, Purchaser and Greenfield. On November
18, 1997, the Company completed its acquisition of Greenfield by a merger in
which the Purchaser merged with and into Greenfield (the "Merger"). In
accordance with Delaware law, the Purchaser, as the beneficial owner of 98% of
the outstanding Shares of Greenfield, was able to effect the Merger without a
meeting of the stockholders of Greenfield. Holders of Shares which were not
tendered in the Offer have statutory appraisal rights under Delaware law with
respect to the Merger. Each Share outstanding which was not tendered and
purchased pursuant to the Offer and with respect to which appraisal has not
properly been demanded by virtue of the Merger has been canceled and converted
automatically into and represents the right to receive $38.00 per Share, net to
such holder in cash, without interest thereon, less any required withholding
taxes, upon the surrender of the certificate formerly representing such Share.
The Company obtained the funds necessary for the foregoing
and for the Company's, Greenfield's, and their respective subsidiaries' working
capital and capital expenditure requirements and general corporate purposes
pursuant to a credit agreement (the "Credit Agreement") entered into among the
Company, Mellon Bank, N.A. as Administrative Agent, and, as initial lenders,
BankBoston, N.A., Deutsche Bank AG, New York Branch and/or Cayman Islands
Branch, Mellon Bank, N.A. and PNC Bank, National Association, providing for up
to $1.4 billion in the aggregate in the form of a revolving credit facility and
a term loan facility. The Company's obligations under the Credit Agreement are
secured by a pledge of all of the capital stock of Greenfield and certain of
its subsidiaries, 65% of the outstanding stock of Kennametal Hertel AG and by
guarantees of Greenfield and certain of its domestic subsidiaries. The Credit
Agreement is incorporated herein by reference to Exhibit (b)(2) of Amendment
No. 4 to the Company's Tender Offer Statement on Schedule 14D-1.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The required financial statements will be filed in an amendment to
this report, which shall be filed no later than January 31, 1998.
(b) Pro Forma Financial Information.
The required pro forma financial information for the acquired business
will be filed no later than January 31, 1998.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of October 10, 1997,
among the Company, the Purchaser, and Greenfield
(incorporated herein by reference to Exhibit (a)(1) to the
Company's Schedule 14D-1 dated October 17, 1997, as
amended).
10.1 Credit Agreement, dated as of November 17, 1997, by and
among the Company, as Borrower, the Lender Parties named
therein, and Mellon Bank, N.A., as Administrative Agent
(incorporated herein by reference to Exhibit (b)(2) to the
Company's Schedule 14D-1 dated October 17, 1997, as
amended).
10.2 Guaranty and Suretyship Agreement, dated as of November 17,
1997, made by the Subsidiary Guarantor named therein in
favor of Mellon Bank, N.A., as Collateral Agent, as
supplemented by the Additional Subsidiary Guarantor
Supplement, dated as of November 18, 1997, made by
Greenfield (incorporated herein by reference to Exhibit
(b)(3) of the Company's Schedule 14D-1, as amended, and
Exhibit 10.2 of Greenfield's Current Report on Form 8-K
dated November 17, 1997, respectively).
10.3 Borrower Pledge Agreement, dated as of November 17, 1997,
made by the Company, as Grantor, in favor of Mellon Bank,
N.A., as Collateral Agent, as supplemented by the
Additional Designated Collateral Supplement, dated November
18, 1997, made by the Company (incorporated herein by
reference to Exhibit (b)(4) of the Company's Schedule
14D-1, as amended, and Exhibit 10.5 of Greenfield's Current
Report on Form 8-K dated November 17, 1997, respectively).
10.4 Subsidiary Pledge Agreement, dated as of November 18, 1997,
made by Greenfield, as Grantor, in favor of Mellon Bank,
N.A., as Collateral Agent (incorporated herein by reference
to Exhibit 10.3 of Greenfield's Current Report on Form 8-K
dated November 17, 1997).
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99.1 Text of Press Release, dated November 17, 1997, by the
Company (incorporated herein by reference to Exhibit
(a)(12) to the Company's Schedule 14D-1 dated October 17,
1997, as amended).
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SIGNATURES
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.
Dated: November 20, 1997
KENNAMETAL INC.
By: /s/ DAVID T. COFER
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Name: David T. Cofer
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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2.1 Agreement and Plan of Merger, dated as of October 10, 1997, among
the Company, the Purchaser, and Greenfield (incorporated herein by
reference to Exhibit (c)(1) to the Company's Schedule 14D-1 dated
October 17, 1997, as amended).
10.1 Credit Agreement, dated as of November 17, 1997, by and among
the Company, as Borrower, the Lender Parties named therein, and
Mellon Bank, N.A., as Administrative Agent (incorporated herein
by reference to Exhibit (b)(2) to the Company's Schedule 14D-1
dated October 17, 1997, as amended).
10.2 Guaranty and Suretyship Agreement, dated as of November 17,
1997, made by the Subsidiary Guarantor named therein in favor of
Mellon Bank, N.A., as Collateral Agent, as supplemented by the
Additional Subsidiary Guarantor Supplement, dated as of November
18, 1997, made by Greenfield (incorporated herein by reference
to Exhibit (b)(3) of the Company's Schedule 14D-1, as amended,
and Exhibit 10.2 of Greenfield's Current Report on Form 8-K
dated November 17, 1997, respectively).
10.3 Borrower Pledge Agreement, dated as of November 17, 1997, made
by the Company, as Grantor, in favor of Mellon Bank, N.A., as
Collateral Agent, as supplemented by the Additional Designated
Collateral Supplement, dated November 18, 1997, made by the
Company (incorporated herein by reference to Exhibit (b)(4) of
the Company's Schedule 14D-1, as amended, and Exhibit 10.5 of
Greenfield's Current Report on Form 8-K dated November 17, 1997,
respectively).
10.4 Subsidiary Pledge Agreement, dated as of November 18, 1997, made
by Greenfield, as Grantor, in favor of Mellon Bank, N.A., as
Collateral Agent (incorporated herein by reference to Exhibit
10.3 of Greenfield's Current Report on Form 8-K dated November
17, 1997).
99.1 Text of Press Release, dated November 17, 1997, by Kennametal
Inc. (incorporated herein by reference to Exhibit (a)(12) to the
Company's Schedule 14D-1 dated October 17, 1997, as amended).
