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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
TO
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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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends and restates in its entirety Item
7(c) of the Current Report on Form 8-K of Kennametal Inc. (the "Company") dated
November 17, 1997 and filed with the Securities and Exchange Commission on
November 20, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of October 10, 1997, among the
Company, Kennametal Acquisition Corp., 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) to
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).
23.1 Consent of Price Waterhouse LLP**
23.2 Consent of Price Waterhouse LLP*
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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* Filed herewith.
** Previously filed.
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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: January 20, 1998
KENNAMETAL INC.
By: /s/ DAVID T. COFER
-------------------------
Name: David T. Cofer
Title: Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of October 10, 1997, among the
Company, Kennametal Acquisition Corp., 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) to
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).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Price Waterhouse LLP.
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).
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-8 (No. 33-80182, No. 33-25331, No. 33-55768, No.
33-557766, No. 33-65023, No. 333-18423, No. 333-18429 and No. 333-18437) and
Form S-3 (No. 33-61854) of Kennametal Inc. of our report dated January 30,
1997 relating to the consolidated financial statements of Greenfield
Industries, Inc. as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996, which appears in the Form 8-K/A of
Kennametal Inc. dated December 31, 1997.
PRICE WATERHOUSE LLP
St. Louis, Missouri
January 19, 1998
