Greenfield Industries Inc/DE – ‘8-K’ for 11/18/97

As of:  Wednesday, 11/19/97   ·   For:  11/18/97   ·   Accession #:  1014858-97-95   ·   File #:  0-21828

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     23K 
 2: EX-10.1     Exhibit 10.1 - Additional Subsidiary Guarantor         2      9K 
 3: EX-10.2     Exhibit 10.2 - Subsidiary Pledge Agreement            16     61K 
 4: EX-10.3     Exhibit 10.3 - Additional Designated Collateral        2      8K 

8-K   —   Current Report
Document Table of Contents

8-K
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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)              November 17, 1997 

 GREENFIELD INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)

      Delaware                        0-21828                 04-2917072
   (State or Other Jurisdiction       (Commission              (IRS Employer
           of Incorporation)            File Number)         Identification No.)

2743 Perimeter Parkway 30909
Building One Hundred, Suite 100 (Zip Code)
Augusta, Georgia
(Address of Principal Executive Offices)

Registrant's telephone number, including area code    (706) 863-7708            

 (Former Name or Former Address, if Changed Since Last Report)

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Item 1.  Changes in Control of Registrant                                       

     (a) On November  17, 1997,  Kennametal  Inc.,  a  Pennsylvania  corporation
("Parent"),  announced that its wholly-owned subsidiary,  Kennametal Acquisition
Corp.,  a  Delaware   corporation   ("Purchaser"),   had  accepted  for  payment
16,179,976, or approximately 98%, of the outstanding shares of common stock, par
value $0.01 per share,  including the associated preferred stock purchase rights
issued  pursuant  to  the  Restated  Rights  Agreement  between  the  Greenfield
Industries,  Inc. (the  "Company" or the  "Registrant")  and First Chicago Trust
Company of New York, as Rights  Agent,  dated as of February 6, 1996, as amended
on October  10, 1997 (the  "Shares"),  of the  Company,  tendered in response to
Purchaser's tender offer (the "Offer") for all outstanding Shares of the Company
at a price of $38.00 per  Share,  net to the  seller in cash,  without  interest
thereon,  less any required  withholding taxes. The Offer expired, as scheduled,
at 12:00 midnight, New York City time, on Friday, November 14, 1997.            

     The Offer, commenced on October 17, 1997, was made pursuant to an Agreement
and Plan of Merger,  dated as of October 10, 1997 (the "Merger  Agreement"),  by
and among Parent,  Purchaser and the Company.  The merger of the Purchaser  into
the Company (the  "Merger")  occurred on November 18, 1997. In  accordance  with
Delaware  law,  Purchaser,  as  the  beneficial  owner  of at  least  90% of the
outstanding  Shares of the  Company,  was able to effect  the  Merger  without a
meeting of the  stockholders  of the  Company.  Holders of Shares which were not
tendered in the Offer have  statutory  appraisal  rights under Delaware law with
respect to the  Merger.  Each  Share of the  Company  outstanding  which was not
tendered and purchased pursuant to the Offer and with respect to which appraisal
is not properly demanded by virtue of the Merger has been canceled and converted
automatically  into and represents the right to receive $38.00 per Share, net to
such holder in cash,  without interest  thereon,  less any required  withholding
taxes, upon the surrender of the certificate formerly representing such Share.  

     The Company has been advised by Purchaser  and Parent that the total amount
of funds  required by Purchaser to purchase all Shares on a fully  diluted basis
is approximately $780 million.  The total amount of funds required to consummate
the Offer and the Merger,  to refinance  certain of the  Company's  and Parent's
existing  indebtedness,  and to pay related  fees and  expenses is  estimated by
Purchaser to be approximately $1.1 billion.                                     

     The Company has been advised that Parent  obtained the funds  necessary for
the foregoing and for Parent's, the Company's and their respective subsidiaries'
working  capital  and capital  expenditure  requirements  and general  corporate
purposes  pursuant to a credit  facility (the "Credit  Agreement")  entered into
between Parent and Mellon  Bank,  N.A.,  as  Administrative  Agent,  and, as    
initial  lenders,  BankBoston,  N.A.,  Deutsche  Bank AG, New York Branch and/or
Cayman Islands Branch and PNC                                                   

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Bank, National Association  providing for up to $1.4 billion in the aggregate in
the form of a revolving credit facility and a term loan facility,  substantially
on the terms set forth in  Section  10  ("Source  and Amount of Funds") on pages
15-16 of the  Offer to  Purchase,  a copy of the  form of which is  attached  as
Exhibit (a)(1) to the Schedule 14D-1 and which Section 10 is incorporated herein
by reference.                                                                   

     As a result of the  consummation of the Merger,  the directors of Purchaser
are the directors of the Company until their  successors  have been duly elected
or appointed  and qualified or their earlier  death,  resignation  or removal in
accordance with the Company' Certificate of Incorporation and By-Laws.          

     (b) In connection with the Credit Agreement, Purchaser pledged, on the date
of the Merger, all of the shares of common stock, par value $0.01 per share (the
"Survivor Shares"), of Greenfield Industries, Inc., as the surviving corporation
of the Merger (the "Surviving Corporation"), to Mellon Bank, N.A., as Collateral
Agent  for  the  benefit  of the  Secured  Parties  (as  defined  in the  Credit
Agreement).  In the event the Secured  Parties were to foreclose  their security
interest  in the  Survivor  Shares,  a change in  control  with  respect  to the
Surviving   Corporation   would  result.  To  the  knowledge  of  the  Surviving
Corporation, there are no other arrangements, including any pledge by any person
of  securities  of the  Surviving  Corporation,  the operation of which may at a
subsequent date result in a change in control of the Surviving Corporation.     

Item 7.  Exhibits                                                               

(c)      Exhibits                                             

Exhibit No.                        Description                          
-----------                        -----------                          

10.1           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 (incorporated herein by reference
               to  Exhibit  (b)(3)  of the  Schedule  14D-1  filed by  Parent on
   October 17, 1997, as amended (the "Schedule 14D-1")).

10.2           Additional  Subsidiary  Guarantor Supplement by the Company dated
as of November 18, 1997.                          

10.3           Subsidiary  Pledge  Agreement by the Company dated as of November
18, 1997.                                         

10.4           Borrower Pledge Agreement, dated as of November 17, 1997, made by
               Parent,  as  Guarantor,   in  favor  of  Mellon  Bank,  N.A.,  as
               Collateral  Agent  (incorporated  herein by  reference to Exhibit
(b)(4) of the Schedule 14D-1).                    

10.5           Additional Designated Collateral Supplement by Parent dated as of
November 18, 1997.                                

10.6           Agreement  and Plan of Merger,  dated as of October 10, 1997,  by
               and among Parent,  Purchaser and the Company (incorporated herein
by reference to Exhibit 1 of the Schedule 14D-9). 

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10.7           Credit  Agreement,  dated as of November 17,  1997,  by and among
               Parent, as Borrower, the Lender Parties named therein, and Mellon
               Bank,  N.A.,  as  Administrative  Agent  (incorporated  herein by
 reference to Exhibit (b)(2) of the Schedule 14D-1).

99.1           Press  Release,  dated  November  17, 1997,  by Parent  regarding
               completion  of the Offer  (incorporated  herein by  reference  to
               Exhibit  (a)(12) to Amendment  No. 4, dated  November 17, 1997 to
               the Tender Offer Statement on Schedule  14D-1,  dated October 17,
1997, as amended, filed by Parent and Purchaser). 

99.2           Section 10 ("Source  and Amount of Funds") on pages 15- 16 of the
               Offer to Purchase  (incorporated  herein by  reference to Exhibit
(a)(1) to the Schedule 14D-1).                    

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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.                                           

                           GREENFIELD INDUSTRIES, INC.

Date:    November 18, 1997              By: /s/ Gary L. Weller                  
                                          ----------------------------------
                      Gary L. Weller
                                    Executive Vice President and
                               Chief Financial Officer

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 INDEX TO EXHIBITS

Exhibit No.                        Description                          
-----------                        -----------                          

10.1           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 (incorporated herein by reference
               to  Exhibit  (b)(3)  of the  Schedule  14D-1  filed by  Parent on
   October 17, 1997, as amended (the "Schedule 14D-1")).

10.2           Additional  Subsidiary  Guarantor Supplement by the Company dated
as of November 18, 1997.                          

10.3           Subsidiary  Pledge  Agreement by the Company dated as of November
18, 1997.                                         

10.4           Borrower Pledge Agreement, dated as of November 17, 1997, made by
               Parent,  as  Guarantor,   in  favor  of  Mellon  Bank,  N.A.,  as
               Collateral  Agent  (incorporated  herein by  reference to Exhibit
(b)(4) of the Schedule 14D-1).                    

10.5           Additional Designated Collateral Supplement by Parent dated as of
November 18, 1997.                                

10.6           Agreement  and Plan of Merger,  dated as of October 10, 1997,  by
               and among Parent,  Purchaser and the Company (incorporated herein
by reference to Exhibit 1 of the Schedule 14D-9). 

10.7           Credit  Agreement,  dated as of November 17,  1997,  by and among
               Parent, as Borrower, the Lender Parties named therein, and Mellon
               Bank,  N.A.,  as  Administrative  Agent  (incorporated  herein by
 reference to Exhibit (b)(2) of the Schedule 14D-1).

99.1           Press  Release,  dated  November  17, 1997,  by Parent  regarding
               completion  of the Offer  (incorporated  herein by  reference  to
               Exhibit  (a)(12) to Amendment  No. 4, dated  November 17, 1997 to
               the Tender Offer Statement on Schedule  14D-1,  dated October 17,
1997, as amended, filed by Parent and Purchaser). 

99.2           Section 10 ("Source  and Amount of Funds") on pages 15- 16 of the
               Offer to Purchase  (incorporated  herein by  reference to Exhibit
(a)(1) to the Schedule 14D-1).                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/19/97							SC 13D/A
For Period End:		11/18/97		2		6			15-12G
		11/17/97		1		6			SC 14D1/A
		11/14/97		2
		10/17/97		2		6			SC 14D1,  SC 14D9
		10/10/97		2		6
		2/6/96		2
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