-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ocwN3Vb0ECHmchQCshuNxSQThQl1oKF1d8igTKIMIG/BQ7iBBvh0ak2HVbVr2y0w lBnj/gYPBssIBGZLC02gFg== 0000849240-95-000003.txt : 19950530 0000849240-95-000003.hdr.sgml : 19950530 ACCESSION NUMBER: 0000849240-95-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950519 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MLX CORP /MI CENTRAL INDEX KEY: 0000064247 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 380811650 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-06699 FILM NUMBER: 95541023 BUSINESS ADDRESS: STREET 1: 1000 CENTER PLACE CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 4047980677 MAIL ADDRESS: STREET 1: 1000 CENTER PLACE CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: MCLOUTH STEEL CORP DATE OF NAME CHANGE: 19850212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAWK GROUP OF COMPANIES INC CENTRAL INDEX KEY: 0000849240 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 29-2500 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 BUSINESS PHONE: 2167367216 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 29-2500 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 SC 13D 1 THE HAWK GROUP OF COMPANIES, INC. SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. )* MLX Corp. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 553076100 - ------------------------------------------------------------------------------- (CUSIP Number) Marc C. Krantz, Kohrman Jackson & Krantz, 1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 1995 - ------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's 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 ("Act") 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). 2 SCHEDULE 13D CUSIP NO. 553076100 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Hawk Group of Companies, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,002,152 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,002,152 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------
3 CUSIP No. 553076100 This original Schedule 13D Statement is filed on behalf of The Hawk Group of Companies, Inc., an Ohio corporation ("Hawk"), for the purpose of reporting the receipt of proxies relating to the common shares, $0.01 par value, (the "Stock") of MLX Corp., a Georgia corporation ("MLX"). Item 1. SECURITY AND ISSUER. This Schedule relates to the Stock of MLX, which has its principal executive offices at 1000 Center Place, Norcross, Georgia 30093. Item 2. IDENTITY AND BACKGROUND. This statement is being filed by Hawk, whose principal business is manufacturing friction materials, metal stampings and powder metal parts. The principal business address of Hawk is 200 Public Square, Suite 29-2500, Cleveland, Ohio 44114-2301. The following table sets forth the executive officers and directors of Hawk and certain information relating thereto:
Present Principal Name Title Business Address Occupation Paul R. Bishop Director 512 W. Gorgas Street President of H-P Louisville, Ohio 44641 Products, Inc. 512 W. Gorgas Street Louisville, Ohio 44641 Dan T. Moore, III Director 820 W. Superior Avenue President of Suite 800 Dan T. Moore Companies Cleveland, Ohio 44113 820 W. Superior Ave. Suite 800 Cleveland, Ohio 44113 William J. O'Neill, Director 30195 Chagrin Boulevard President of Jr. Suite 310 Clanco Management Group Cleveland, Ohio 44124 30195 Chagrin Boulevard Suite 310 Cleveland, Ohio 44124 4 CUSIP No. 553076100 Norman C. Harbert Director, 200 Public Square President and CEO of President, Suite 29-2500 Hawk Chief Cleveland, Ohio 44114 200 Public Square Executive Suite 29-2500 Officer Cleveland, Ohio 44114 Byron S. Krantz Director, One Cleveland Center Partner Secretary 20th Floor Kohrman Jackson & Krantz 1375 East 9th Street One Cleveland Center Cleveland, Ohio 44114 20th Floor 1375 East 9th Street Cleveland, Ohio 44114 Ronald E. Weinberg Director, 200 Public Square President of Weinberg Treasurer Suite 29-2500 Capital Corporation Cleveland, Ohio 44114 200 Public Square Suite 29-2500 Cleveland, Ohio 44114 Jeffrey H. Berlin Vice 200 Public Square Corporate Development President Suite 29-2500 Officer of Hawk Cleveland, Ohio 44114 200 Public Square Suite 29-2500 Cleveland, Ohio 44114 Thomas A. Gilbride Vice 200 Public Square Chief Financial Officer President Suite 29-2500 of Hawk Cleveland, Ohio 44114 200 Public Square Suite 29-2500 Cleveland, Ohio 44114
All of the executive officers and directors of Hawk are citizens of the United States. During the last five years, neither Hawk nor any of the above-named executive officers or directors of Hawk has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. 5 CUSIP No. 553076100 Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Hawk acquired the proxies in connection with that certain Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc., dated April 10, 1995, between MLX and Hawk (as the same may be amended from time to time, the "Agreement"). S.K. Wellman Limited, Inc. is a wholly-owned subsidiary of MLX. Pursuant to the terms of the Agreement, MLX caused the members of the Board of Directors of MLX to enter into and execute an irrevocable proxy in favor of Hawk, with respect to all shares of Stock for which such members are entitled to vote, as further described in Item 6 below. Item 4. PURPOSE OF TRANSACTION. Pursuant to the terms of the Agreement, Hawk was granted the proxies authorizing certain representatives of Hawk, on behalf of Hawk, to vote the shares of Stock to be beneficially owned by Hawk in favor of the transactions contemplated by the Agreement. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to the most recently available information that Hawk has received from MLX, Hawk believes there are 2,565,450 shares of Stock outstanding. Hawk beneficially owns 1,002,152 shares of Stock, or approximately 39.1% of the outstanding Stock. Messrs. Moore, Harbert and Weinberg beneficially own 300 shares, 5,000 shares and 3,000 shares of Stock, respectively, which in each case is less than 1.0% of the outstanding shares of Stock. (b) Hawk has sole power to vote or to direct the voting of, the 1,002,152 shares of Stock beneficially owned by it, but does not have the sole power to dispose or to direct the disposition of any such shares of Stock. Of the persons listed in Item 2, the following beneficially own shares of Stock in the amounts indicated:
Number Sole/Shared Person of Shares Voting/Disposition Power Dan T. Moore, III 300 Sole Norman C. Harbert 5,000 Sole Ronald E. Weinberg 3,000 Sole
6 CUSIP No.553076100 (c) Of the persons listed in Item 2, the following transactions were effected within the past 60 days:
Where/How Number Approximate Transaction Person Date of Shares Price Per Share Effected Norman C. Harbert April 11, 1995 5,000 $9.70 Open Market Ronald E. Weinberg April 19, 1995 3,000 $9.17 Open Market
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Alfred R. Glancy, W. John Roberts and Beverly J. Roberts, S. Sterling McMillan, Willem F.P. de Vogel, Three Cities Holdings Limited and Teribe Limited, each executed an irrevocable proxy, pursuant to which Ronald E. Weinberg, Norman C. Harbert and Jeffrey H. Berlin, were irrevocably appointed as the representatives of Hawk, acting singly or jointly with full power of substitution to vote the Stock, which such person or entity providing the proxy would otherwise be entitled to vote, in favor of the transactions contemplated by the Agreement. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1 - Proxy of Alfred R. Glancy III Exhibit 7.2 - Proxy of W. John Roberts and Beverly J. Roberts Exhibit 7.3 - Proxy of S. Sterling McMillan III Exhibit 7.4 - Proxy of Willem F.P. de Vogel Exhibit 7.5 - Proxy of Three Cities Holdings Limited Exhibit 7.6 - Proxy of Teribe Limited
7 CUSIP No. 553076100 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. Dated: May 19, 1995. /s/ Thomas A. Gilbride -------------------------- Thomas A. Gilbride 8 EXHIBIT INDEX
Exhibit No. Description 7.1 Proxy of Alfred R. Glancy III 7.2 Proxy of W. John Roberts and Beverly J. Roberts 7.3 Proxy of S. Sterling McMillan III 7.4 Proxy of Willem F.P. de Vogel 7.5 Proxy of Three Cities Holdings Limited 7.6 Proxy of Teribe Limited
EX-7.1 2 MLX CORP. EX-7.1 1 Glancy IRREVOCABLE PROXY The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C. HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with full power of substitution, proxies of the undersigned and hereby authorizes them to vote, with all the powers as the undersigned would possess if personally present, 3,000 shares of common stock, $1.00 par value, of MLX CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of the record date for the Annual Meeting of Shareholders of MLX to be held on or about June 27, 1995, or any adjournment thereof, on all matters properly considered by the shareholders at such Annual Meeting. This irrevocable proxy is conditioned upon the appointees voting such shares in accordance with the provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between MLX and Hawk, as may be amended from time to time. This Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest. IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th day of May, 1995. Signature: /s/ Alfred R. Glancy III -------------------------- Title or Authority: _______________ (Please sign exactly as your name appears on share certificates, indicating title or representation capacity, where applicable) EX-7.2 3 MLX CORP. EX-7.2 1 Roberts IRREVOCABLE PROXY The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C. HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with full power of substitution, proxies of the undersigned and hereby authorizes them to vote, with all the powers as the undersigned would possess if personally present, 600 shares of common stock, $1.00 par value, of MLX CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of the record date for the Annual Meeting of Shareholders of MLX to be held on or about June 27, 1995, or any adjournment thereof, on all matters properly considered by the shareholders at such Annual Meeting. This irrevocable proxy is conditioned upon the appointees voting such shares in accordance with the provisions of Paragraph 2.7(d) of Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between MLX and Hawk, as may be amended from time to time. This Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest. IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th day of May, 1995. /s/ W. John Roberts and Signature: /s/ Beverly J. Roberts ----------------------- Title or Authority:___________________ (Please sign exactly as your name appears on share certificates, indicating title or representation capacity, where applicable) EX-7.3 4 MLX CORP. EX-7.3 1 McMillan IRREVOCABLE PROXY The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C. HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with full power of substitution, proxies of the undersigned and hereby authorizes them to vote, with all the powers as the undersigned would possess if personally present, 8,424 shares of common stock, $1.00 par value, of MLX CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of the record date for the Annual Meeting of Shareholders of MLX to be held on or about June 27, 1995, or any adjournment thereof, on all matters properly considered by the shareholders at such Annual Meeting. This irrevocable proxy is conditioned upon the appointees voting such shares in accordance with the provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between MLX and Hawk, as may be amended from time to time. This Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest. IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th day of May, 1995. Signature: /s/ S. Sterling McMillan III ------------------------------ Title or Authority:___________________ (Please sign exactly as your name appears on share certificates, indicating title or representation capacity, where applicable) EX-7.4 5 MLX CORP. EX-7.4 1 de Vogel IRREVOCABLE PROXY The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C. HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with full power of substitution, proxies of the undersigned and hereby authorizes them to vote, with all the powers as the undersigned would possess if personally present, 1,950 shares of common stock, $1.00 par value, of MLX CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of the record date for the Annual Meeting of Shareholders of MLX to be held on or about June 27, 1995, or any adjournment thereof, on all matters properly considered by the shareholders at such Annual Meeting. This irrevocable proxy is conditioned upon the appointees voting such shares in accordance with the provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between MLX and Hawk, as may be amended from time to time. This Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest. IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th day of May, 1995. Signature:/s/ Willem F. P. de Vogel ------------------------- Title or Authority:___________________ (Please sign exactly as your name appears on share certificates, indicating title or representation capacity, where applicable) EX-7.5 6 MLX CORP. EX-7.5 1 TCR IRREVOCABLE PROXY The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C. HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with full power of substitution, proxies of the undersigned and hereby authorizes them to vote, with all the powers as the undersigned would possess if personally present, 851,456 shares of common stock, $1.00 par value, of MLX CORP., a Georgia corporation ("MLX"), which the undersigned has the sole power to vote as of the record date for the Annual Meeting of Shareholders of MLX to be held on or about June 27, 1995, or any adjournment thereof, on all matters properly considered by the shareholders at such Annual Meeting. This irrevocable proxy is conditioned upon the appointees voting such shares in accordance with the provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between MLX and Hawk, as may be amended from time to time. This Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest. IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th day of May, 1995. Signature: /s/ J. William Uhrig --------------------- Title or Authority: As attorney-in-fact -------------------- (Please sign exactly as your name appears on share certificates, indicating title or representation capacity, where applicable) THREE CITIES HOLDINGS LIMITED EX-7.6 7 MLX CORP. EX-7.6 1 Teribe IRREVOCABLE PROXY The undersigned hereby irrevocably appoints RONALD E. WEINBERG, NORMAN C. HARBERT AND JEFFREY H. BERLIN, as representatives of THE HAWK GROUP OF COMPANIES, INC., an Ohio corporation ("Hawk"), acting singly or jointly with full power of substitution, proxies of the undersigned and hereby authorizes them to vote, with all the powers as the undersigned would possess if personally present, 136,722 shares of common stock, $1.00 par value, of MLX CORP., a Georgia corporation ("MLX"), held of record by the undersigned as of the record date for the Annual Meeting of Shareholders of MLX to be held on or about June 27, 1995, or any adjournment thereof, on all matters properly considered by the shareholders at such Annual Meeting. This irrevocable proxy is conditioned upon the appointees voting such shares in accordance with the provisions of Paragraph 2.7(d) of the Agreement for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc. dated as of April 10, 1995, between MLX and Hawk, as may be amended from time to time. This Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest. IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th day of May, 1995. Signature: /s/ J. William Uhrig --------------------- Title or Authority: as attorney-in-fact ------------------- (Please sign exactly as your name appears on share certificates, indicating title or representation capacity, where applicable) TERIBE LIMITED -----END PRIVACY-ENHANCED MESSAGE-----