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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): June 14, 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 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith and incorporated by
reference into Registration Statement No. 333-40809 pertaining to
certain debt securities of the Registrant.
Exhibit
Number Description
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1 Underwriting Agreement, dated as of June 14, 2002, by and between the
Registrant, Goldman, Sachs & Co., J.P. Morgan Securities Inc. and
Lehman Brothers Inc., as representatives of the several Underwriters
named in Schedule I thereto, relating to the issuance and sale of
$300,000,000 aggregate principal amount of the Company's 7.20% Senior
Notes due 2012
4.1 Indenture, dated as of June 19, 2002, by and between the Registrant
and Bank One Trust Company, N.A., as Trustee
4.2 First Supplemental Indenture, dated as of June 19, 2002, by and
between the Registrant and Bank One Trust Company, N.A., as Trustee
4.3 Form of 7.20% Senior Notes due 2012
5 Opinion of Buchanan Ingersoll Professional Corporation
12.1 Computation of ratio of earnings to fixed charges
12.2 Computation of pro-forma ratio of earnings to fixed charges
23 Consent of Buchanan Ingersoll Professional Corporation
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 thereunto duly authorized.
KENNAMETAL INC.
Date: June 20, 2002 By: /s/ TIMOTHY A. HIBBARD
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Timothy A. Hibbard
Corporate Controller
and Chief Accounting Officer
EXHIBIT INDEX
Number Description Method of Filing
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1 Underwriting Agreement, dated as of June 14, 2002 Filed herewith
4.1 Indenture, dated as of June 19, 2002, by and
between the Registrant and Bank One Trust Company,
N.A., as Trustee Filed herewith
4.2 First Supplemental Indenture, dated as of June 19,
2002, by and between the Registrant and Bank One
Trust Company, N.A. as Trustee Filed herewith
4.3 Form of 7.20% Senior Notes due 2012 Filed herewith
5 Opinion of Buchanan Ingersoll Professional
Corporation Filed herewith
12.1 Computation of ratio of earnings to fixed charges Filed herewith
12.2 Computation of pro-forma ratio of earnings to
fixed charges Filed herewith
23 Consent of Buchanan Ingersoll Corporation Included in
Exhibit 5