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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): AUGUST 30, 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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 30, 2002, Kennametal Inc. announced that it has completed the
previously reported acquisition of the Widia Group from Milacron Inc. for EUR
188 million subject to post-closing adjustments.
Widia, with approximately $240 million in sales, is a leading manufacturer and
marketer of metalworking tools, engineered products and related services in
Europe and India. Widia has an extensive product line of metalworking
consumables, and is a recognized leader in milling applications. The company
employs approximately 3,400 employees, and operates eight manufacturing
facilities in Europe and two in India. Management currently intends to continue
using the acquired assets for such purpose and to integrate the operations of
the Widia Group into existing operations. Widia sells primarily through direct
sales and has sales and service personnel in many European countries.
On August 30, 2002, to fund the acquisition, Kennametal Inc. borrowed EUR 188
million under its new revolving credit facility.
The press release regarding the closing of the Widia acquisition and the new
credit facility are filed herewith.
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) Financial statements of business acquired - not required
(b) Pro-forma financial information - not required
(c) Exhibits
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
2.1 Stock Purchase Agreement dated May 3, 2002 among Milacron
Inc., Milacron B.V. and Kennametal Inc. Exhibit 2.1 of the
May 6, 2002 Form 8-K is incorporated herein by reference.
(10) Material Contracts
10.1 Credit Agreement dated as of June 27, 2002 among Kennametal
Inc., and the several lenders from time to time parties
thereto, Bank of Tokyo-Mitsubishi Trust Company; Bank One,
N.A.; Fleet National Bank; and PNC Bank, NA as the
Co-Syndication Agents, and JP Morgan Chase Bank, as the
Administrative Agent. Filed herewith.
(99) Additional Exhibits
99.1 Press Release dated August 30, 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 11, 2002 By: /s/ TIMOTHY A. HIBBARD
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Timothy A. Hibbard
Corporate Controller and
Chief Accounting Officer