- Statement of Beneficial Ownership (SC 13D)
25 Outubro 2010 - 8:01AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. )
(Name of Issuer)
Class
A Common Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Steven
J. Ford
Carlisle
Companies Incorporated
13925
Ballantyne Corporate Place
Suite
400
Charlotte,
NC 28277
(315)
477-9108
with
copy to:
Robert
A. Rosenbaum
Dorsey
& Whitney LLP
50
South Sixth Street
Suite
1500
Minneapolis,
MN 55402
(612)
340-2600
(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 that is the subject of this Schedule
13D, and is filing this schedule because of Secs. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
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CUSIP No.
420089 10 4
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1.
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Names of Reporting Persons:
Carlisle Companies Incorporated
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2.
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Check the Appropriate Box
if a Member of a Group:
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(a)
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(b)
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power
:
2,799,411(1)
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9.
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Sole Dispositive Power
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0
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10.
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Shared Dispositive Power
:
2,799,411(1)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
:
2,799,411(1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class
Represented by Amount in Row (11):
35.4%(2)
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14.
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Type of Reporting Person:
CO
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(1) An aggregate of 2,799,411 shares are subject to Tender and Voting
Agreements entered into between Carlisle Companies Incorporated, HC
Corporation, and each of certain stockholders of Hawk Corporation (discussed in
Item 5 below). The 2,799,411 shares are
comprised of 2,654,476 issued and outstanding shares and 144,935 shares
issuable upon the exercise of options to purchase shares.
(2) Calculation is based on 7,759,063 shares issued and outstanding as
of October 14, 2010, as represented by Hawk Corporation in the Agreement and
Plan of Merger described in Item 3 hereof and attached as Exhibit 2.1 to
Carlisle Companies Incorporateds Current Report on Form 8-K filed on October
14, 2010.
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CUSIP No.
420089 10 4
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1.
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Names of Reporting Persons:
HC Corporation
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2.
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Check the Appropriate Box
if a Member of a Group:
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(a)
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(b)
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3.
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SEC Use Only:
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4.
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Source of Funds:
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power
:
2,799,411(1)
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9.
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Sole Dispositive Power
:
0
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10.
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Shared Dispositive Power
:
2,799,411(1)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
:
2,799,411(1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class
Represented by Amount in Row (11):
35.4%(2)
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14.
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Type of Reporting Person:
CO
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(1) An aggregate of 2,799,411 shares are subject to Tender and Voting
Agreements entered into between Carlisle Companies Incorporated, HC
Corporation, and each of certain stockholders of Hawk Corporation (discussed in
Item 5 below). The 2,799,411 shares are
comprised of 2,654,476 issued and outstanding shares and 144,935 shares
issuable upon the exercise of options to purchase shares.
(2) Calculation is based on 7,759,063 shares issued and outstanding as
of October 14, 2010, as represented by Hawk Corporation in the Agreement and
Plan of Merger described in Item 3 hereof and attached as Exhibit 2.1 to
Carlisle Companies Incorporateds Current Report on Form 8-K filed on October
14, 2010.
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Item 1.
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Security and Issuer.
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This statement relates to the shares of Class A
common stock, $0.01 par value per share (the Shares) of Hawk Corporation, a
Delaware corporation. The principal
executive office of Hawk Corporation is located at 200 Public Square, Suite
1500, Cleveland, Ohio 44114.
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Item 2.
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Identity and Background.
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Carlisle Companies Incorporated
Pursuant to Instruction C of Schedule 13D, the
information required regarding Carlisle Companies Incorporateds officers and
directors is set forth on Schedule A and incorporated herein by reference.
This statement on Schedule 13D is filed by Carlisle
Companies Incorporated, a Delaware corporation (Carlisle). Carlisle is a diversified manufacturing
company consisting of four segments which manufacture and distribute a broad
range of products. The principal
business and principal offices of Carlisle are located at 13925 Ballantyne
Corporate Place, Suite 400, Charlotte, NC 28277.
During the last five years, neither Carlisle nor, to
the best of its knowledge, any of its executive officers or directors, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Carlisle nor, to
the best of its knowledge, any of its executive officers or directors, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
HC Corporation
Pursuant to Instruction C of Schedule 13D, the
information required regarding HC Corporations officers and directors is set
forth on Schedule A and incorporated herein by reference.
This statement on Schedule 13D is filed by HC
Corporation, a Delaware corporation (Merger Sub). Merger Sub is a direct wholly owned
subsidiary of Carlisle and has not conducted any business other than in
respect to the potential acquisition of all the outstanding Shares. The principal business and principal
offices of Merger Sub are located at 13925 Ballantyne Corporate Place, Suite
400, Charlotte, NC 28277.
During the last five years, neither Merger Sub nor,
to the best of its knowledge, any of its executive officers or directors, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Merger Sub nor,
to the best of its knowledge, any of its executive officers or directors, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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Merger Agreement
On October 14, 2010, Carlisle, and Merger Sub,
entered into an Agreement and Plan of Merger (the Merger Agreement) with
Hawk Corporation, a Delaware corporation.
Pursuant to the Merger Agreement, Carlisle and Merger Sub will
commence a tender offer (the Offer) to purchase all of the issued and
outstanding Shares,
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including the associated Rights (as defined in the
Merger Agreement), at a purchase price of $50.00 per share in cash to be
followed by a merger of Merger Sub with and into Hawk Corporation (the
Merger).
The transactions are expected to be completed during
the fourth calendar quarter of 2010.
The consummation of the Offer and Merger are subject to various
closing conditions, including the tender of a majority of the Shares, the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and other customary
conditions. The Offer is not subject
to a financing condition. The Merger
Agreement also includes customary termination provisions for both Hawk
Corporation and Carlisle and provides that, in connection with the
termination of the Merger Agreement under specified circumstances, Hawk
Corporation will be required to pay Carlisle a termination fee of
$14,500,000.
In connection with the Offer and pursuant to the
terms and conditions of the Merger Agreement, Hawk Corporation granted to
Merger Sub an irrevocable option (the Top-Up Option), for so long as the
Merger Agreement has not been terminated pursuant to its terms, to purchase
from Hawk Corporation up to the number (but not less than that number) of
authorized and unissued Shares equal to the number of Shares that, when added
to the number of Shares owned by Carlisle, Merger Sub or any subsidiary of
Carlisle at the time of the exercise of the Top-Up Option, constitutes at
least one Share more than 90% of the Shares that would be outstanding
immediately after the issuance of all Shares to be issued upon exercise of
the Top-Up Option.
The foregoing summary description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement listed as Exhibit 2.1 hereto, which is
hereby incorporated herein by reference.
Tender and Voting Agreements
Concurrently with the execution of the Merger
Agreement, and as a condition and inducement to Carlisle entering into the
Merger Agreement, three holders of Shares (the Supporting Stockholders),
including Hawk Corporations Chairman and Chief Executive Officer and two
other directors, have each entered into a Tender and Voting Agreement with
Carlisle and Merger Sub (the Tender Agreements). Pursuant to the Tender Agreements, each of
the Supporting Stockholders has agreed, among other things, (i) to tender in
the Offer all of his Shares, (ii) that, in the event a vote of Hawk
Corporations stockholders is required in furtherance of the Merger Agreement
or the transactions contemplated thereby, including the Merger, he will vote
all of his Shares (to the extent any such Shares are not purchased in the
Offer) in favor of the approval of the Merger and the adoption of the Merger
Agreement and against any proposal inconsistent therewith, and (iii) to
consent to the redemption by Hawk Corporation of all of his shares of Hawk
Corporations Series D preferred stock.
The Tender Agreements will automatically terminate upon the
termination of the Merger Agreement in accordance with its terms.
Pursuant to the Tender Agreements, each Supporting
Stockholder appoints Carlisle and any designee of Carlisle and each of
Carlisles officers, as attorney, agent and proxy with full power of
substitution and resubstitution with respect to the Shares on the matters set
forth in Section 1.2 of the Tender Agreements, such proxy authorizes him or
her to vote the Shares or grant a consent or approval of the Shares with
respect thereto. The proxy granted pursuant to the Tender Agreements is
coupled with an interest and is irrevocable unless and until the earlier of
the effective time of the Merger or the termination of the Merger Agreement
in accordance with its terms.
The names of the Supporting Stockholders and the
number of Shares and the percentage ownership that are subject to the Tender
Agreements are set forth in Schedule B hereto which is hereby incorporated
herein by reference. The foregoing
summary description of the Tender Agreement does not purport to be complete
and is qualified in its entirety by reference to the Tender Agreements listed
as Exhibit 2.2, Exhibit 2.3 and Exhibit 2.4 hereto, which are hereby
incorporated herein by reference.
The Tender Agreements were entered into as a
condition to Carlisles and Merger Subs willingness to enter into and
perform their obligations under the Merger Agreement. Carlisle and Merger Sub requested that each
Supporting Stockholder enter into a Tender Agreement, and each Supporting
Stockholder agreed to do so in order to induce
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Carlisle and Merger Sub to enter into, and in
consideration of their entering into, the Merger Agreement. Neither Carlisle nor Merger Sub paid
additional consideration to the Supporting Stockholders in connection with
the execution and delivery of the Tender Agreements.
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Item 4.
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Purpose of Transaction.
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The information provided and incorporated by
reference in Item 3 is hereby incorporated by reference.
As further described in Item 3 above, this statement
on Schedule 13D relates to the Offer, the Merger, the Merger Agreement and
the Tender Agreements. The purpose of
entering into the Merger Agreement and the Tender Agreements, and the purpose
of the Offer, is to enable Carlisle and Merger Sub to acquire control of, and
ultimately the entire equity interest in, Hawk Corporation. At the effective time of the Merger, the
separate existence of Merger Sub will cease and Hawk Corporation will
continue as the surviving corporation and as a wholly owned subsidiary of
Carlisle. Each Share issued and
outstanding immediately prior to the Merger will be automatically cancelled
and converted into the right to receive an amount in cash per share equal to
$50.00 as described in the Merger Agreement.
In addition, each option to purchase Shares will immediately and fully
vest, and will be terminated and cancelled in exchange for the right to
receive an amount payable in cash as described in the Merger Agreement; each
unvested share of restricted stock will be vested and no longer subject to
restrictions and will be cancelled in exchange for the right to receive an
amount payable in cash as described in the Merger Agreement. Following the Merger, Hawk Corporation will
not continue to be publicly traded, and the registration of the Shares under
the Exchange Act will be terminated. The
foregoing summary description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger
Agreement listed as Exhibit 2.1 hereto, which is hereby incorporated herein
by reference.
Pursuant to the terms of the Merger Agreement, the
directors of Merger Sub immediately prior to the effective time of the Merger
and the officers of Hawk Corporation immediately prior to the effective time
of the Merger will be the directors and officers, respectively, of Hawk
Corporation following the Merger.
Pursuant to the terms of the Merger Agreement, the certificate of
incorporation of Hawk Corporation will be the certificate of incorporation of
Hawk Corporation following the Merger.
The by-laws of Hawk Corporation, as in effect immediately prior to the
effective time of the Merger will be the by-laws of Hawk Corporation
following the Merger. The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to Sections 2.5 of the Merger
Agreement listed as Exhibit 2.1 hereto, which is hereby incorporated herein
by reference.
Except as described herein, neither Carlisle nor, to
the best of its knowledge, any of its executive officers or directors, has
any plans or proposals that relate to, or may result in, any of the matters
listed in Items 4 (a) (j) of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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The information provided and incorporated by
reference in Items 3 and 4 is hereby incorporated by reference.
Carlisle may be deemed to beneficially own an
aggregate of 2,799,411 Shares, as a result and subject to the terms of the
Tender Agreements, pursuant to which Carlisle may be deemed to share the
power to vote and dispose of such Shares for the limited purposes described
in Item 3 above. Such Shares
constitute approximately 35.4% of the issued and outstanding Shares based on
the number of Shares issued and outstanding at October 14, 2010.
Except as described herein, neither Carlisle nor, to
the best of its knowledge, any of its executive officers or directors,
beneficially owns any Shares or effected any transaction in Shares during the
past 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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The information provided and incorporated by
reference in Items 3, 4 and 5 is hereby incorporated by reference.
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Other than as described in this statement on
Schedule 13D, neither Carlisle nor, to the best of its knowledge, any of its
executive officers or directors, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of Hawk Corporation, including but not limited to
the transfer or voting of any such securities, finders fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 2.1:
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Agreement and Plan of
Merger, dated as of October 14, 2010, by and among Carlisle Companies
Incorporated, HC Corporation and Hawk Corporation (incorporated by reference
to Exhibit 2.1 to Carlisle Companies Incorporateds Current Report on Form
8-K filed on October 14, 2010).
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Exhibit 2.2:
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Tender and Voting Agreement, dated as of October 14,
2010, among Carlisle Companies Incorporated, HC Corporation and Ronald E.
Weinberg (incorporated by reference to Exhibit 2.2 to Carlisle Companies
Incorporateds Current Report on Form 8-K filed on October 14, 2010).
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Exhibit 2.3:
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Tender and Voting Agreement, dated as of October 14,
2010, among Carlisle Companies Incorporated, HC Corporation and Norman C.
Harbert (incorporated by reference to Exhibit 2.3 to Carlisle Companies
Incorporateds Current Report on Form 8-K filed on October 14, 2010).
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Exhibit 2.4:
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Tender and Voting Agreement, dated as of October 14,
2010, among Carlisle Companies Incorporated, HC Corporation and Byron S.
Krantz (incorporated by reference to Exhibit 2.4 to Carlisle Companies
Incorporateds Current Report on Form 8-K filed on October 14, 2010).
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Exhibit 99.1:
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Joint Filing Agreement, dated October 22, 2010,
between Carlisle Companies Incorporated and HC Corporation.
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[Remainder of page left blank,
signature page follows]
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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.
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Date: October 22, 2010
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CARLISLE COMPANIES INCORPORATED
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/s/ Steven J. Ford
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Steven J. Ford, Vice President and Chief Financial
Officer
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SCHEDULE A
1. DIRECTORS
AND EXECUTIVE OFFICERS OF CARLISLE COMPANIES INCORPORATED
The
following table sets forth the name and present principal occupation or
employment of each director and executive officer of Carlisle. The current business address of each of these
individuals is 13925 Ballantyne Corporate Place, Suite 400, Charlotte,
North Carolina, 28277. Each such
individual is a citizen of the United States of America.
Directors
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Present Principal Occupation or Employment; Material Positions Held During
the Past Five Years
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Robin
J. Adams
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Executive
Vice President, Chief Financial Officer and Chief Administrative Officer
(since 2004) and member of the Board of Directors (since 2005) of BorgWarner
Inc., a leading, global supplier of highly engineered systems and components,
primarily for vehicle powertrain applications. Member of the Audit and
Pension and Benefits Committees of Carlisle.
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Robert
G. Bohn
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Chairman
(since January 2000) and President and Chief Executive Officer (since
November 1997) of Oshkosh Truck Corporation, a manufacturer of specialty
vehicles and bodies for access equipment, defense, fire and emergency and
commercial uses. Director of Menasha Corporation. Former director (from
June 1999 to January 2008) of Graco Inc. Chairman of the Pension
and Benefits Committee and member of Compensation Committee of Carlisle.
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Robin
S. Callahan
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Past
General Manager, Distribution and Marketing of International Business
Machines Corporation, a computer manufacturer and provider of information
technology services. Chairman of Audit Committee (from September 2008)
and member of Executive and Compensation Committees of Carlisle.
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Paul
J. Choquette, Jr.
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Vice
Chairman (since January 2010) and former Chairman and Chief Executive
Officer (from February 2002 to January 2010) of Gilbane, Inc.,
the holding company for Gilbane Development, Inc., and Gilbane Building
Company, real estate development and construction management companies.
Chairman of Compensation Committee and member of Executive and Pension and
Benefits Committees of Carlisle.
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Terry
D. Growcock
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Chairman
of the Board of Directors (from May 2007 to December 2008),
Chairman and Chief Executive Officer (from February 2002 to
April 2007), and President and Chief Executive Officer (from
July 1998 to February 2002) of The Manitowoc Company, a
multi-industry capital goods manufacturer. Director of Harris Corporation and
Harsco Corporation. Member of Compensation, Corporate Governance and
Nominating and Pension and Benefits Committees of Carlisle.
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Stephen
P. Munn
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Lead
Director (since June 2007) of Carlisle. Former Chairman of the Board
(from January 1994 to June 2007) and Chief Executive Officer (from
September 1988 to February 2001) of Carlisle. Director of 62 mutual
funds owned by Prudential. Member of the Executive Committee of the Company.
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Gregg
A. Ostrander
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Executive
Chairman of the Board of Directors (from January 2008 to
July 2010), Chairman, President and Chief Executive Officer (from
April 2001 to January 2008) and President and Chief Executive
Officer (from 1994 to April 2001) of Michael Foods, Inc., a
national leader in egg products, refrigerated potatoes and branded
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cheese
for food service and retail markets, including chain restaurants.
Mr. Ostrander retired from his position at Michael Foods, Inc. in
July 2010. Director of Arctic Cat Inc. and former director of Birds Eye
Foods, Inc. (from November 2005 to December 2009). Member of
the Audit and Compensation Committees of Carlisle.
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David
A. Roberts
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Chairman,
President and Chief Executive Officer (since June 2007) and Chairman of
the Executive Committee of Carlisle (since September 2007). Former
Chairman (from April, 2006 to June, 2007) and President and Chief Executive
Officer (from June, 2001 to June, 2007) of Graco Inc., manufacturer of fluid
handling systems and components used in vehicle lubrication, commercial and
industrial settings. Director of Franklin Electric Co. and ADC
Telecommunications, Inc. and former director of Arctic Cat Inc. (from
August 2006 to March 2009).
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Lawrence
A. Sala
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Chairman
(since 2001), President (since 1995) and Chief Executive Officer (since 1997)
of Anaren, Inc., manufacturer of microwave electronic components and
subsystems for satellite and defense electronics, and telecommunications.
Director of Anaren, Inc. (since 1995). Chairman of Corporate Governance
and Nominating Committee and member of Audit and Executive Committees of
Carlisle.
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Magalen
C. Webert
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Private
investor. Member of Pension and Benefits and Corporate Governance and
Nominating Committees of Carlisle.
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Executive Officers
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Present Principal Occupation or Employment; Material Positions Held During
the Past Five Years
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John
W. Altmeyer
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President,
Construction Materials division of Carlisle since July 1997.
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John
E. Berlin
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President,
Carlisle Interconnect Technologies division of Carlisle since
February 1995.
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Steven
J. Ford
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Vice
President, Chief Financial Officer of Carlisle since November 2008 and
Vice President, Secretary and General Counsel of Carlisle since
July 1995.
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Kevin
G. Forster
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President,
Asia-Pacific division of Carlisle since January 2009; Group President,
Specialty Products from February 2008 to January 2009; and
President, Asia-Pacific from September 1997 to February 2008.
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D.
Christian Koch
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President,
Carlisle Industrial Brake & Friction, Inc., a subsidiary of
Carlisle, since January 2009; President, Carlisle Asia-Pacific division
from February 2008 to January 2009. Formerly employed by
Graco, Inc. (i) as Vice President and General Manager, Asia Pacific
from January 2004 to February 2008, (ii) as Vice President and
General Manager of Asia Pacific and Latin America from June 2003 to
December 2003, (iii) as Vice President, Lubrication Equipment
Division from January 2000 to June 2003, and (iv) in various
sales and marketing positions in the Industrial and Lubrication Equipment
Division prior to June 2003.
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Carol
P. Lowe
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Vice
President of Carlisle since September 2010; President, Trail King
Industries, a subsidiary of Carlisle, from November 2008 to
September 2010; Vice President and Chief Financial Officer of Carlisle
from May 2004 to November 2008; and Treasurer of Carlisle from
January 2002 to May 2004.
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David
A. Roberts
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Chairman,
President and Chief Executive Officer (since June 2007) and Chairman of
the Executive Committee of Carlisle (since September 2007). Former
Chairman (from
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April,
2006 to June, 2007) and President and Chief Executive Officer (from June,
2001 to June, 2007) of Graco Inc., manufacturer of fluid handling systems and
components used in vehicle lubrication, commercial and industrial settings.
Director of Franklin Electric Co. and ADC Telecommunications, Inc. and
former director of Arctic Cat Inc. (from August 2006 to
March 2009).
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Scott
C. Selbach
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Vice
President, Corporate Development since April 2006. Formerly a Director
of Torridon Companies LLC, a private investment firm, from May 2002 to
April 2006.
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David
M. Shannon
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President,
Carlisle FoodService Products Incorporated, a subsidiary of Carlisle, since
January 1997.
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Fred
A. Sutter
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President,
Engineered Transportation Solutions division of Carlisle since February 2008.
Formerly employed by Graco Inc. as (i) Vice President and General
Manager, Applied Fluid Technologies Division from February 2005 to
February 2008, (ii) Vice President and General
Manager, Industrial/Automotive Equipment Division from June 2003 to
February, 2005, and (iii) Vice President, Asia-Pacific and Latin America
from January 1999 to June 2003.
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Kevin
P. Zdimal
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Vice
President and Chief Accounting Officer of Carlisle since May 2010; Vice
President and Treasurer of Carlisle from September 2008 to
May 2010; and Vice President, Finance, of Carlisle Interconnect
Technologies, a subsidiary of Carlisle, from July 2002 to
September 2008.
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2.
DIRECTORS
AND EXECUTIVE OFFICERS OF HC CORPORATION
The
following table sets forth the name and present principal occupation or
employment of each director and executive officer of Merger Sub. The current business address of each of these
individuals is 13925 Ballantyne Corporate Place, Suite 400, Charlotte,
North Carolina, 28277. Each such
individual is a citizen of the United States of America.
Directors
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Present Principal Occupation or Employment
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Steven
J. Ford
|
|
Vice
President, Chief Financial Officer of Carlisle since November 2008 and
Vice President, Secretary and General Counsel of Carlisle since
July 1995. Director of Merger Sub since October 2010.
|
|
|
|
Michael
L. Roberson
|
|
Vice
President of Carlisle since 2005; Assistant General Counsel of Carlisle since
1995. Secretary and Director of Merger Sub since October 2010.
|
|
|
|
David
A. Roberts
|
|
Chairman,
President and Chief Executive Officer (since June 2007) and Chairman of
the Executive Committee of Carlisle (since September 2007). Former
Chairman (from April, 2006 to June, 2007) and President and Chief Executive
Officer (from June, 2001 to June, 2007) of Graco Inc., manufacturer of fluid
handling systems and components used in vehicle lubrication, commercial and
industrial settings. Director of Franklin Electric Co. and ADC
Telecommunications, Inc. and former director of Arctic Cat Inc. (from August 2006
to March 2009). Director of Merger Sub since October 2010.
|
Executive Officers
|
|
Present Principal Occupation or Employment
|
|
|
|
D.
Christian Koch
|
|
President,
Carlisle Industrial Brake & Friction, Inc., a subsidiary of
Carlisle, since
|
11
|
|
January 2009;
President, Carlisle Asia-Pacific division from February 2008 to
January 2009. Formerly employed by Graco, Inc. (i) as Vice
President and General Manager, Asia Pacific from January 2004 to
February 2008, (ii) as Vice President and General Manager of Asia
Pacific and Latin America from June 2003 to December 2003,
(iii) as Vice President, Lubrication Equipment Division from
January 2000 to June 2003, and (iv) in various sales and
marketing positions in the Industrial and Lubrication Equipment Division
prior to June 2003. President of Merger Sub since October 2010.
|
|
|
|
Michael
L. Roberson
|
|
Vice
President of Carlisle since 2005; Assistant General Counsel of Carlisle since
1995. Secretary and Director of Merger Sub since October 2010.
|
12
SCHEDULE B
SUPPORTING STOCKHOLDERS
|
|
Hawk Corporation Class A Common Stock
|
|
|
|
Subject to Tender and Voting Agreements
|
|
Name of Supporting Stockholder
|
|
Number of Shares
|
|
Percentage Ownership
|
|
Norman C. Harbert
|
|
1,096,506
|
|
13.9
|
%
|
Byron S. Krantz
|
|
292,940
|
|
3.7
|
%
|
Ronald E. Weinberg
|
|
1,409,965
|
|
17.8
|
%
|
13
EXHIBIT INDEX
Exhibit 2.1:
|
Agreement
and Plan of Merger, dated as of October 14, 2010, by and among Carlisle
Companies Incorporated, HC Corporation and Hawk Corporation (incorporated by
reference to Exhibit 2.1 to Carlisle Companies Incorporateds Current
Report on Form 8-K filed on October 14, 2010).
|
|
|
Exhibit 2.2:
|
Tender
and Voting Agreement, dated as of October 14, 2010, among Carlisle
Companies Incorporated, HC Corporation and Ronald E. Weinberg (incorporated
by reference to Exhibit 2.2 to Carlisle Companies Incorporateds Current
Report on Form 8-K filed on October 14, 2010).
|
|
|
Exhibit 2.3:
|
Tender
and Voting Agreement, dated as of October 14, 2010, among Carlisle
Companies Incorporated, HC Corporation and Norman C. Harbert (incorporated by
reference to Exhibit 2.3 to Carlisle Companies Incorporateds Current
Report on Form 8-K filed on October 14, 2010).
|
|
|
Exhibit 2.4:
|
Tender
and Voting Agreement, dated as of October 14, 2010, among Carlisle
Companies Incorporated, HC Corporation and Byron S. Krantz (incorporated by
reference to Exhibit 2.4 to Carlisle Companies Incorporateds Current
Report on Form 8-K filed on October 14, 2010).
|
|
|
Exhibit 99.1:
|
Joint
Filing Agreement, dated October 22, 2010, between Carlisle Companies
Incorporated and HC Corporation.
|
14
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