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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): SEPTEMBER 25, 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 7. FINANCIAL STATEMENTS AND EXHIBITS The following financial statements and exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K: (a) None required (b) None required (c) Exhibits - See Item 9 of this Form 8-K ITEM 9. REGULATION FD DISCLOSURE On September 25, 2002, Kennametal Inc. (the "Corporation") submitted to the Securities and Exchange Commission, in the form prescribed, the separate sworn statements of its principal executive officer and principal financial officer pursuant to the Securities and Exchange Commission's recent order applicable to issuers with revenues in excess of $1.2 billion. In addition, on that date, the Corporation filed with its annual report on Form 10-K for its fiscal year ended June 30, 2002 the certifications by its chief executive officer and chief financial officer pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit Index Exhibit Description - ------- ----------- 99.1 Statement Under Oath of Principal Executive Officer of Kennametal Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings, executed by Markos I. Tambakeras, Chief Executive Officer of Kennametal Inc. Filed herewith. 99.2 Statement Under Oath of Principal Financial Officer of Kennametal Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings, executed by F. Nicholas Grasberger III, Chief Financial Officer of Kennametal Inc. Filed herewith. 99.3 Certification pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Markos I. Tambakeras, Chief Executive Officer of Kennametal Inc. and F. Nicholas Grasberger III, Chief Financial Officer of Kennametal Inc. Exhibit 99.1 of the June 30, 2002 Form 10-K is incorporated herein by reference. 99.4 Certifications pursuant to Section 302 of Sarbanes-Oxley Act of 2002, executed by Markos I. Tambakeras, Chief Executive Officer of Kennametal Inc. and F. Nicholas Grasberger III, Chief Financial Officer of Kennametal Inc. under the caption Certifications in the June 30, 2002 Form 10-K are incorporated herein by reference. 99.5 Press Release dated September 25, 2002. Filed herewith. 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: September 25, 2002 By: /s/ TIMOTHY A. HIBBARD ------------------------------ Timothy A. Hibbard Corporate Controller and Chief Accounting Officer
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER OF KENNAMETAL INC. REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Markos I. Tambakeras, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Kennametal Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended June 30, 2002 of Kennametal Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Kennametal Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. Subscribed and sworn to before me this 25th day of /s/ Markos I. Tambakeras September, 2002. - ------------------------ Markos I. Tambakeras Chairman, President and Chief Executive Officer Kennametal Inc. September 25, 2002 /s/ Jacqueline L. Zitt ---------------------- Notary Public My commission expires: January 8, 2004
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER OF KENNAMETAL INC. REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, F. Nicholas Grasberger III, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Kennametal Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended June 30, 2002 of Kennametal Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Kennametal Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. Subscribed and sworn to before me this 25th day of /s/ F. Nicholas Grasberger III September, 2002. - ------------------------------ F. Nicholas Grasberger III Vice President and Chief Financial Officer Kennametal Inc. September 25, 2002 /s/ Jacqueline L. Zitt ---------------------- Notary Public My commission expires: January 8, 2004
Exhibit 99.5 [Kennametal logo] FROM: KENNAMETAL INC. P.O. Box 231 Latrobe, PA 15650 Investor Relations 724-539-6141 Contact: Beth A. Riley Media Relations 724-539-4618 Contact: Steve Halvonik DATE: September 25, 2002 FOR RELEASE: Immediate KENNAMETAL CERTIFIES FINANCIAL STATEMENTS LATROBE, Pa., September 25, 2002 - Kennametal Inc. (NYSE: KMT) today announced that the company has filed sworn statements in full compliance with the SEC's recent order requiring public companies with revenues in their last fiscal year of greater than $1.2 billion to deliver these statements. The statements, signed by Markos I. Tambakeras, Chairman, President and Chief Executive Officer and F. Nicholas Grasberger III, Vice President and Chief Financial Officer, fully comply with the form prescribed by the SEC in the order. The officers have certified that, to the best of their knowledge, the company's annual report on Form 10-K for fiscal year ended June 30, 2002 and all subsequent periodic reports are accurate in all material respects. In addition, Messrs. Tambakeras and Grasberger today signed certifications in full compliance with Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 and filed them with the SEC with the Form 10-K. In these certifications, the two officers have certified that, to their knowledge, the Form 10-K fully complies with the SEC requirements for this report and does not contain any untrue statement or omission of material fact and that the information contained in the Form 10-K fairly represents, in all material respects, the financial condition and results of operations of the company. Each of these certifications was reviewed by the company's Audit Committee. Each of these certifications is available for viewing on the company's website at http://www.kennametal.com/en/images/pdf/9-25-02-CEO-CFOCert.pdf. Kennametal Inc. aspires to be the premier tooling solutions supplier in the world with operational excellence throughout the value chain and best-in-class manufacturing and technology. Kennametal strives to deliver superior shareowner value through top-tier financial performance. The company provides customers a broad range of technologically advanced tools, tooling systems and engineering services aimed at improving customers' manufacturing competitiveness. With approximately 12,000 employees worldwide, the company's fiscal 2002 annual sales were approximately $1.6 billion, with a third coming from sales outside the United States. Kennametal is a five-time winner of the GM "Supplier of the Year" award and is represented in more than 60 countries. Kennametal operations in Europe are headquartered in Furth, Germany. Kennametal Asia Pacific operations are headquartered in Singapore. For more information, visit the company's web site at www.kennametal.com. # # # # #