- Amended Statement of Beneficial Ownership (SC 13D/A)
July 06 2010 - 12:45PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment No. 2)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Marc C. Krantz
Kohrman Jackson & Krantz P.L.L.
1375 East 9
th
Street, 20
th
Floor,
Cleveland, OH 44114;
216-696-8700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note.
Schedules filed in paper format shall include a signed original
and five copies of the schedule including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however,
see
the
Notes
)
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CUSIP No.
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420089 10 4
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Page
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2
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Norman C. Harbert
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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61,131
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,035,511
(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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61,131
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,096,642
(1)(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
Includes 2,217 shares held by Mr. Harberts 401(k) plan.
(2)
Includes 1,000,511 shares held by the Harbert Family Limited
Partnership and 35,000 shares held by the Harbert Foundation.
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CUSIP No.
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420089 10 4
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Page
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3
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Harbert Family Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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7
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SOLE VOTING POWER
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NUMBER OF
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1,000,511
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,000,511
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,000,511
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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420089 10 4
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Page
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4
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Harbert Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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7
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SOLE VOTING POWER
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NUMBER OF
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35,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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35,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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35,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.45%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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420089 10 4
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Page
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5
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Ronald E. Weinberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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326,812
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,083,153
(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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326,812
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,083,153
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,409,965
(1)(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
Includes a currently exercisable option to purchase 135,967 shares.
(2)
Includes 1,083,153 shares owned by the Weinberg Family Limited Partnership.
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CUSIP No.
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420089 10 4
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Page
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6
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Weinberg Family Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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7
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SOLE VOTING POWER
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NUMBER OF
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1,083,153
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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1,083,153
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,083,153
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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420089 10 4
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Page
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7
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Byron S. Krantz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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49,064
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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243,876
(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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49,064
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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243,876
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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292,940
(1)(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
Includes a currently exercisable option to purchase 8,968 shares.
(2)
Includes 243,876 shares owned by the Krantz Family Limited Partnership.
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CUSIP No.
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420089 10 4
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Page
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8
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of
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12
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Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Krantz Family Limited Partnership
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)
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(a)
þ
|
|
(b)
o
|
|
|
|
3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Ohio
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
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243,876
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
243,876
|
|
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|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
243,876
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
OO
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CUSIP No.
|
|
420089 10 4
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Page
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9
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of
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12
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Pages
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Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 2 to Schedule 13D is filed by Norman C. Harbert,
the Harbert Family Limited Partnership (the HFLP), the Harbert Foundation (the Foundation),
Ronald E. Weinberg, the Weinberg Family Limited Partnership (the WFLP), Byron S. Krantz and the
Krantz Family Limited Partnership (the KFLP) (collectively, the Reporting Persons) relating to
shares of Class A common stock, par value $0.01 per share (the Common Stock), of Hawk
Corporation, a Delaware corporation (Hawk).
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
On July 1, 2010, Hawk announced that its Board of Directors has determined to commence a
process to explore and consider possible strategic alternatives for Hawk. Hawks press release was
filed as Exhibit 99.1 to Hawks Form 8-K filed with the Securities and Exchange Commission on July
1, 2010 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) are amended and supplemented as follows:
(a) According to the most recently available filing with the Securities and Exchange
Commission by Hawk, there are currently 7,815,795 shares of Common Stock outstanding.
Mr. Harbert beneficially owns 1,096,642 shares of Common Stock, including 2,217 shares held in
his 401(k) plan, 1,000,511 shares held by the HFLP and 35,000 shares held by the Foundation, or
14.0% of the outstanding Common Stock. The HFLP beneficially owns 12.8% of the outstanding Common
Stock. The Foundation beneficially owns 0.5% of the outstanding Common Stock.
Mr. Weinberg beneficially owns 1,409,965 shares of Common Stock, including 1,083,153 shares
held by the WFLP and a currently exercisable option to purchase 135,967 shares of Common Stock or
18.0% of the outstanding Common Stock, assuming exercise of the option held by Mr. Weinberg. The
WFLP beneficially owns 13.7% of the outstanding Common Stock.
Mr. Krantz beneficially owns 292,940 shares of Common Stock, including 243,876 shares held by
the KFLP and a currently exercisable option to purchase 8,968 shares of Common Stock, or 3.8% of
the outstanding Common Stock, assuming exercise of the option held by Mr. Krantz. The KFLP
beneficially owns 3.1% of the outstanding Common Stock.
(b) Mr. Harbert, as chairman of the board of trustees of the Foundation, has shared power to
vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the
shares of Common Stock owned by the Foundation. The Foundation has sole power to vote, or to
direct the voting of, and sole power to dispose, or to direct the disposition of, the shares of
Common Stock owned by it.
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CUSIP No.
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420089 10 4
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10
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12
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(c) None of the Reporting Persons have effected any transactions in the Common Stock in the
past sixty days.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement
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CUSIP No.
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420089 10 4
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Page
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11
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of
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
July 6, 2010
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/s/ Norman C. Harbert
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Norman C. Harbert, Individually
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Harbert Family Limited Partnership
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/s/ Norman C. Harbert
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Norman C. Harbert, managing general partner
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Harbert Foundation
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/s/ Norman C. Harbert
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Norman C. Harbert, chairman
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/s/ Ronald E. Weinberg
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Ronald E. Weinberg, Individually
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Weinberg Family Limited Partnership
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/s/ Ronald E. Weinberg
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Ronald E. Weinberg, managing general partner
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/s/ Byron S. Krantz
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Byron S. Krantz, Individually
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Krantz Family Limited Partnership
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/s/ Byron S. Krantz
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Byron S. Krantz, managing general partner
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CUSIP No.
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420089 10 4
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Page
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12
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12
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Pages
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EXHIBIT INDEX
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Exhibit Number
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Description
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7.1
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Joint Filing Agreement
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