<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                          COMMISSION FILE NO. 001-13797

                                HAWK CORPORATION

             (Exact name of registrant as specified in its charter)

         DELAWARE                                       34-1608156
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

200 PUBLIC SQUARE, SUITE 30-5000, CLEVELAND, OHIO              44114
    (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (216) 861-3553

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                  TITLE OF EACH CLASS      NAME OF EXCHANGE ON WHICH REGISTERED
                  -------------------      ------------------------------------
Series B 10.25% Senior Notes due 2003                   New York Stock Exchange
 Class A Common Stock, par value $.01                   New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days. Yes[X] No[ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         As of March 17, 1999, the registrant had 8,693,900 shares of Class A
Common Stock, net of treasury shares and 0 shares of Class B non-voting Common
Stock outstanding. As of that date, the aggregate market value of the voting
stock of the registrant held by non-affiliates was $41,638,715 (based upon the
closing price of $7.688 per share of Class A Common Stock on the New York Stock
Exchange on March 17, 1999). For purposes of this calculation, the registrant
deems the 3,277,834 shares of Class A Common Stock held by all of its Directors
and executive officers to be the shares of Class A Common Stock held by
affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1998 ("1998 Annual Report") are incorporated by reference into
Parts I, II and IV of this report.

         Portions of the registrant's definitive Proxy Statement ("Proxy
Statement") to be used in connection with its Annual Meeting of Stockholders to
be held on May 10, 1999 are incorporated by reference into Part III of this Form
10-K.

         As used in this Form 10-K, the terms "Company," "Hawk" and "Registrant"
mean Hawk Corporation and its consolidated subsidiaries, taken as a whole,
unless the context indicates otherwise. Except as otherwise stated, the
information contained in this Form 10-K is as of December 31, 1998.


<PAGE>   2

PART I

ITEM 1. BUSINESS.

                  Hawk Corporation ("Hawk" or the "Company"), founded in 1989,
is a holding company, the principal assets of which consist of the capital stock
of its manufacturing subsidiaries, Friction Products Co. ("FPC"), S.K. Wellman
Corp. ("SKW"), Helsel, Inc. ("Helsel"), Sinterloy Corporation ("Sinterloy"),
Clearfield Powdered Metals, Inc. ("Clearfield"), Hutchinson Products Corporation
("Hutchinson") and Logan Metal Stampings, Inc. ("Logan"). Through its
subsidiaries, Hawk operates primarily in two reportable segments: Friction
Products ("Friction") and Powder Metal ("PM"). The Company's friction products
are made from proprietary formulations of composite materials that primarily
consist of metal powders and synthetic and natural fibers. Friction products are
the replacement elements used in brakes, clutches and transmissions to absorb
vehicular energy and dissipate it through heat and normal mechanical wear.
Friction products manufactured by the Company include friction linings for use
in brakes, transmissions and clutches in aerospace, construction, agricultural,
truck and specialty vehicle markets. The Company's powder metal components are
made from formulations of composite powder metal alloys. The PM segment
manufactures a variety of components for use in fluid power, truck, lawn and
garden, construction, agriculture, home appliance, automotive and office
equipment markets. In addition, the Company designs and manufactures die-cast
aluminum rotors for small electric motors used in appliances, business equipment
and exhaust fans. The Company focuses on manufacturing products requiring
sophisticated engineering and production techniques for applications in markets
in which it has achieved a significant market share.

RECENT DEVELOPMENT

         On February 26, 1999, the Company completed its acquisition of
Allegheny Powder Metallurgy, Inc. ("Allegheny"), a Falls Creek, Pennsylvania,
manufacturer of powder metal components. Allegheny had net sales of $17.4
million in 1998, and the acquisition is expected to be accretive to earnings in
1999. The Company used its available cash and funds available under its credit
facility to complete the transaction.

BUSINESS STRATEGY

         The Company's business strategy includes the following principal
         elements:

     --  FOCUS ON HIGH-MARGIN, SPECIALTY APPLICATIONS. The Company operates
         primarily in aerospace, industrial and commercial markets that require
         sophisticated engineering and production techniques. In developing new
         applications, as well as in evaluating acquisitions, the Company seeks
         to compete in markets requiring such engineering expertise and
         technical capability, rather than in markets in which the primary
         competitive factor is price. The Company believes margins for its
         products in these markets are higher than in other manufacturing
         markets that use standardized products. The Company's gross margins in
         1998 and 1997 were 32.1% and 28.5%, respectively.

      -- NEW PRODUCT INTRODUCTION. A key part of the Company's strategy is the
         introduction of new products, which incorporate improved performance
         characteristics or reduced costs in response to customer needs. Because
         friction products are the consumable, or wear, component of brake,
         clutch and transmission systems, the introduction of new friction
         products in conjunction with a new system provides the Company with the
         opportunity to supply the aftermarket for the life of the system. For
         example, the ability to service the aftermarket for a particular
         braking system will likely provide the Company with a stable market for
         its friction products for the life of the product, which can be 30
         years or more. The Company also seeks to grow by applying its existing
         products and technologies to new specialized applications where its
         products have a performance or technological advantage.

      -- PURSUIT OF STRATEGIC ACQUISITIONS. Many of the markets in which the
         Company competes are fragmented, providing the Company with attractive
         acquisition opportunities. The Company will continue to seek to acquire
         complementary businesses with leading market positions that will enable
         it to expand its product offerings, technical capabilities and customer
         base. Historically, the Company has been able to achieve significant
         cost reductions through the integration of its acquisitions.

      -- EXPANDING INTERNATIONAL SALES. To take advantage of worldwide growth in
         its end user markets, the Company expanded its international presence
         through the acquisition of SKW in 1995, which resulted in the addition
         of manufacturing facilities in Italy and Canada and a worldwide
         distribution network. The Company continues to expand its European
         operations to meet strong demand in established markets throughout
         Europe. The Company also believes that further opportunities to expand
         sales exist in emerging economies. Sales from the Company's
         international facilities have grown from $8.1 million in 1995 to $22.0
         million in 1998.

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      -- LEVERAGING CUSTOMER RELATIONSHIPS. The Company's engineers work closely
         with customers to develop and design new products and improve the
         performance of existing products. The Company's commitment to quality,
         service and just-in-time delivery enables it to build and maintain
         strong and stable customer relationships. The Company believes that
         more than 80% of its sales are from products and materials for which it
         is the sole source provider for specific customer applications. Each of
         the Company's ten largest customers have been customers of the Company
         or its predecessors for more than ten years. The Company believes that
         strong relationships with its customers provide it with significant
         competitive advantages in obtaining and securing new business
         opportunities.

ACQUISITIONS

         On June 8, 1998, the Company purchased the capital stock of Clearfield
Powder Metals Inc. The acquisition of Clearfield further expanded the Company's
powder metals component business into the lawn and garden, home appliance, power
hand tool, and truck markets.

         On January 2, 1997, the Company purchased the capital stock of
Hutchinson Foundry Products Company. The Hutchinson acquisition furthered the
Company's strategy of acquiring complementary businesses and expanded the
Company's product offerings, technical capabilities and customer base.
Hutchinson designs and manufactures die-cast aluminum rotors. The Company
believes that Hutchinson is one of the largest independent domestic suppliers of
these rotors, which are used in subfractional (less than 1/20 horsepower)
electric motors for use in business equipment, appliances and exhaust fans. The
Company also believes Hutchinson has growth opportunities arising from the trend
by original equipment motor manufacturers to outsource production of rotors.
Additionally, Hutchinson manufactures extruded aluminum fan spacers used in
commercial diesel engines for heavy trucks and off-road equipment and precision
metal castings used in hand power tools and gasoline pumping units.

         On August 1, 1997, the Company acquired substantially all of the assets
of Sinterloy, Inc. The acquisition of Sinterloy expanded the Company's powder
metal components business primarily into the business equipment market.
Sinterloy's ability to manufacture high volume small to medium sized powder
metal components complements the Company's other powder metal businesses, which
generally produce lower volume, higher precision components.

         Both the friction product and powder metal component industries are
fragmented and are undergoing consolidation due in part to the additional
resources needed (1) to perform the research and development necessary to
satisfy customers' increasingly stringent quality and performance criteria, and
(2) to meet just-in-time delivery requirements. As a result, the Company
believes that it can continue to make strategic acquisitions that may include
other friction product and powder metal component manufacturers. To effect its
acquisition strategy, the Company engages in discussions, from time to time,
with other manufacturers in friction products, powder metal component and other
complementary businesses. At this time, the Company has no outstanding
commitments or agreements regarding any future acquisitions.

PRODUCTS AND MARKETS

         The Company focuses on supplying components to the aerospace,
industrial and commercial markets that require sophisticated engineering and
production techniques for applications in markets in which it has achieved a
significant market share. Through acquisitions and product line expansions, the
Company has diversified its end markets, which diversification, the Company
believes, has reduced its economic exposure to the cyclicality of any particular
industry.

FRICTION PRODUCTS
-----------------

         The Company's Friction segment manufactures products made from
proprietary formulations of composite materials that primarily consist of metal
powders and synthetic and natural fibers. Friction products are the replacement
elements used in brakes, clutches and transmissions to absorb vehicular energy
and dissipate it through heat and normal mechanical wear. For example, the
friction brake linings in aircraft braking systems slow and stop airplanes when
landing or taxiing. Friction products manufactured by the Company also include
friction linings for use in automatic and power shift transmissions, clutch
facings that serve as the main contact point between an engine and a
transmission, and brake linings for use in other types of braking systems.

         The Company's friction products are custom-designed to meet the
performance requirements of a specific application and must meet temperature,
pressure, component life and noise level criteria. The engineering required in
designing a friction material for a specific application dictates a balance
between the component life cycle and the performance application of the friction
material in, for example, stopping or starting movement. Friction products are
consumed through customary use in a brake, clutch or transmission system and
require regular replacement. Because the friction material is the consumable, or
wear, component of such systems, new 
 
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friction product introduction in conjunction with a new system provides the
Company with the opportunity to supply the aftermarket with that friction
product for the life of the system.

         The principal markets served by the Company's Friction segment include
manufacturers of aircraft brakes, truck clutches, heavy-duty construction and
agricultural vehicle brakes, clutches and transmissions, as well as
manufacturers of motorcycle, snowmobile and performance racing brakes. Based
upon net sales, the Company believes that it is among the top three worldwide
manufacturers of friction products used in aerospace and industrial
applications. The Company estimates that aftermarket sales of friction products
have comprised approximately 50% of the Company's net friction product sales in
recent years. The Company believes that its stable aftermarket sales component
enables the Company to reduce its exposure to adverse economic cycles.

         AEROSPACE. The Company believes it is the only independent supplier of
friction materials to the manufacturers of braking systems for the Boeing 727,
737 and 757, the MD DC-9, DC-10 and MD-80 and the Canadair CRJ aircraft. The
Company believes it is also the largest supplier of friction materials to the
general aviation (non-commercial, non-military) market, supplying friction
materials for aircraft manufacturers such as Cessna, Lear, Gulfstream and
Fokker. Each aircraft braking system, including the friction materials supplied
by the Company, must meet stringent Federal Aviation Administration ("FAA")
criteria and certification requirements. New model development and FAA testing
for the Company's aircraft braking system customers generally begins two to five
years prior to full scale production of new braking systems. If the Company and
its aircraft brake system manufacturing partner are successful in obtaining the
rights to supply a particular model of aircraft, the Company will typically
supply its friction products to that model's aircraft braking system for as long
as the model continues to fly because it is generally too expensive to redesign
a braking system and meet FAA requirements. Moreover, FAA maintenance
requirements mandate that brake linings be changed after a specified number of
take-offs and landings, which the Company expects to result in a continued and
steady market for its aerospace friction products.

         The Company's friction products for commercial aerospace applications
are primarily used on "single-aisle" aircraft that are flown on shorter routes,
resulting in more takeoffs and landings than larger aircraft. The Company
believes its friction products provide an attractive combination of performance
and cost effectiveness in these applications. According to Boeing's 1998 Current
Market Outlook, approximately 9,000 of the 12,300 airplanes in the world fleet
are single-aisle commercial aircraft. The report also forecasts single-aisle to
increase by over 3,500 to 12,500 by the end of 2007. The Boeing report also
states that world airline traffic is projected to increase 5% per year over the
next ten years. The Company expects that continued growth in world airline
traffic, combined with the increasing number of single-aisle aircraft, will
cause demand for the Company's aerospace friction products to remain strong. For
example, Boeing is utilizing the Company's friction material on its new 737NG
(New Generation) series aircraft.

         CONSTRUCTION/AGRICULTURAL/TRUCKS. The Company supplies a variety of
friction products for use in brakes, clutches and transmissions on construction
and agricultural equipment and trucks. These components are designed to precise
tolerances and permit brakes to stop or slow a moving vehicle and the clutch or
transmission systems to engage or disengage. The Company believes it is a
leading supplier to original equipment manufacturers and to the aftermarket. The
Company believes that its trademark, Velvetouch(R), is well known in the
aftermarket for these components. As with the Company's aerospace friction
products, new friction product introduction in conjunction with a new brake,
clutch or transmission system provides the Company with the opportunity to
supply the aftermarket with the friction product for the life of the system.

      -- CONSTRUCTION EQUIPMENT. The Company supplies friction products such as
         transmission discs, clutch facings and brake linings to manufacturers
         of construction equipment, including Caterpillar. The Company believes
         it is the second largest domestic supplier of these types of friction
         products. Replacement components for construction equipment are sold
         through manufacturers such as Caterpillar, as well as various
         aftermarket distributors.

      -- AGRICULTURAL EQUIPMENT. The Company supplies friction products such as
         clutch facings, transmission discs and brake linings for manufacturers
         of agricultural equipment, including John Deere and New Holland. The
         Company believes it is the second largest domestic supplier of such
         friction products. Replacement components for agricultural equipment
         are sold through original equipment manufacturers as well as various
         aftermarket distributors.

      -- MEDIUM AND HEAVY TRUCKS. The Company supplies friction products for
         clutch facings used in medium and heavy trucks to original equipment
         manufacturers, such as Eaton. The Company believes it is the leading
         domestic supplier of replacement friction products used in these
         applications. Replacement components are sold through the Company's
         original equipment manufacturers and various aftermarket distributors.

         SPECIALTY. The Company supplies friction products for use in other
specialty applications, such as brake pads for Harley-Davidson motorcycles, AM
General Humvees and Bombardier, Polaris Industries and Arctic Cat snowmobiles.
The Company believes that these markets are experiencing significant growth and
the Company will continue to increase its market share with its combination of
superior quality and longer product life. Under the "Hawk Brake" tradename, the
Company also supplies high performance friction material for use in racing car
brakes. The Company's high performance brake pad for race cars can operate in

                                      4
<PAGE>   5

temperatures of over 1,100 degrees Fahrenheit. The Company believes that this
performance racing material may have additional applications such as braking
systems for passenger and school buses, police cars and commercial delivery
vehicles.

POWDER METAL COMPONENTS
-----------------------

         The Company's PM segment is a leading supplier of powder metal
components consisting primarily of pump, motor and transmission elements, gears,
pistons and anti-lock brake sensor rings for applications ranging from lawn and
garden tractors to industrial equipment. Since Hawk's founding in 1989, it has
participated in the growing powder metal parts and products industry with a
focus on the North American industrial market, which the Metal Powder Industries
Federation ("MPIF"), an industry trade group, estimates had sales of over $1.0
billion in 1997. According to MPIF, the value of iron powder shipments in North
America increased by over 10% per year from 1991 to 1997, and North American
powder manufacturers are anticipating an average annual growth rate of almost 6%
per year for the next ten years.

         FLUID POWER, INDUSTRIAL AND OTHER APPLICATIONS. The Company
manufactures a variety of components made from powder metals for use in (1)
fluid power applications, such as pumps and other hydraulic mechanisms, (2)
transmissions, other drive mechanisms and anti-lock braking systems used in
trucks and off-road and lawn and garden equipment, (3) gears and other
components for use in home appliances and office equipment and (4) components
used in automotive applications. The Company believes that the market for powder
metal components will continue to grow as the Company's core powder metal
technology benefits from advances that permit production of powder metal
components with increased design flexibility, greater densities and closer
tolerances that provide improved strength, hardness and durability for demanding
applications, and enable the Company's powder metal components to be substituted
for wrought steel or iron components produced with forging, casting or stamping
technologies. Powder metal components can often be produced at a lower cost per
unit than products manufactured with forging, casting or stamping technologies
due to the elimination of, or substantial reduction in, secondary machining,
lower material costs and the virtual elimination of raw material waste. The
Company believes that the current trend of substituting powder metal components
for forged, cast or stamped components in industrial applications will continue
for the foreseeable future, providing the Company with increased product and
market opportunities.

         As of February 26, 1999 with the acquisition of Allegheny, the
Company's PM segment operates in five facilities, each targeting an important
aspect of the market place:

      -- HIGH PRECISION. Helsel's pressing and finishing capabilities enable it
         to specialize in tight tolerance fluid power components such as pump
         elements and gears. In addition, the Company believes that Helsel's
         machining capabilities provide it with a competitive advantage by
         giving it the ability to supply a completed part to its customers,
         typically without any subcontracted precision machining. The Company
         believes that Helsel's growth will be driven by existing customers' new
         design requirements and new product applications primarily for pumps,
         motors and transmissions.

      -- LARGE SIZE CAPABILITY. The FPC PM segment operation has the capability
         to make structural powder metal components that are among the largest
         used in North America. The Company expects its sales of larger powder
         metal components to continue to grow as the Company creates new designs
         for existing customers and benefits from market growth, primarily in
         current construction, agricultural and truck applications. For example,
         the Company believes that sales of its powder metal components used in
         anti-lock braking systems will benefit as domestic trucks comply with
         the U.S. Department of Transportation's regulations requiring the
         installation of anti-lock braking systems on new trucks.

      -- HIGH VOLUME. Sinterloy, Clearfield and Allegheny target smaller, high
         volume parts where they can utilize their efficient pressing and
         sintering capabilities to their best advantage. Sinterloy's primary
         market has been powder metal components for the business equipment
         market. Clearfield's market focus has been primarily to the lawn and
         garden, home appliance, power hand tool, and truck markets. Allegheny's
         market focus has been primarily the lawn and garden and automotive
         markets. The Company believes that the high volume capabilities of
         Sinterloy, Clearfield and Allegheny will provide the Company with
         cross-selling opportunities from the Company's other PM facilities.

DIE-CAST ALUMINUM ROTORS
------------------------

         The Company believes that Hutchinson is the largest independent U.S.
manufacturer of die-cast aluminum rotors for use in subfractional electric
motors. These motors are used in a wide variety of applications such as business
equipment, small household appliances and exhaust fans. Hawk accounts for
Hutchinson in its other segment category. Hutchinson does not meet the
quantitative threshold for creating its own reportable segment.



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         The Company estimates that approximately 50% of all rotors in the
subfractional motor market are made internally by motor manufacturers such as
Emerson and General Electric. However, the Company believes Hutchinson has
growth opportunities arising from the trend by original equipment motor
manufacturers to outsource their production of rotors. The Company is currently
exploring the possibility of expanding its rotor manufacturing capabilities into
Mexico, where a large portion of subfractional motors are manufactured.

OTHER
-----
         In addition to providing metal stampings for the Friction segment, the
Company's Logan subsidiary also sells transmission plates and other components
to the automotive and trucking industries. The Company accounts for this portion
of Logan's business in the other segment.


BUSINESS SEGMENT INFORMATION
(in thousands)
<TABLE>
<CAPTION>

                                                     YEAR ENDED DECEMBER 31
                                         -------------------------------------------
                                             1998              1997             1996
                                             ----              ----             ----
Revenues from External Customers

<S>                                      <C>              <C>               <C>     
   Friction                              $109,624         $ 107,679         $ 94,039
   PM                                      53,483            31,360           20,685
   Other                                   19,024            20,047            9,273
                                         --------         ---------         --------
   Consolidated                          $182,131         $ 159,086         $123,997

Operating Income

   Friction                              $ 18,313         $  13,236         $  6,877
   PM                                      13,359             7,193            3,272
   Other                                    1,146             1,644             (338)
                                         --------         ---------         --------
   Consolidated                          $ 32,818         $  22,073         $  9,811

                                                  DECEMBER 31
                                         --------------------------
                                             1998              1997
                                             ----              ----
Total Assets

   Friction                              $115,141         $ 111,333
   PM                                      53,034            37,244
   Other                                   35,271            24,509
                                         --------         ---------
   Consolidated                          $203,446         $ 173,086
</TABLE>


MANUFACTURING

         The manufacturing processes for most of the Company's friction products
and powder metal components are essentially similar. In general, both use
composite metal alloys in powder form to make high quality powder metal
components. The basic manufacturing steps, consisting of blending/compounding,
molding/compacting, sintering (or bonding) and secondary machining/treatment,
are as follows:

      -- BLENDING/COMPOUNDING: Composite metal alloys in powder form are blended
         with lubricants and other additives according to scientific formulas,
         many of which are proprietary to the Company. The formulas are designed
         to produce precise performance characteristics necessary for a
         customer's particular application, and the Company often works together
         with its customers to develop new formulas that will produce materials
         with greater energy absorption characteristics, durability and
         strength.

      -- MOLDING/COMPACTING: At room temperature, a specific amount of a powder
         alloy is compacted under pressure into a desired shape. The Company's
         molding presses are capable of producing pressures of up to 3,000 tons.
         The Company believes that it has some of the largest presses in the
         powder metal industry, enabling it to produce large, complex
         components.

      -- SINTERING: After compacting, molded parts are heated in furnaces to
         specific temperatures, enabling metal powders to metallurgically bond,
         harden and strengthen the molded parts while retaining their desired
         shape. For friction materials, the friction composite part is also
         bonded directly to a steel plate or core, creating a strong continuous
         metallic part.

                                       6
<PAGE>   7

      -- SECONDARY MACHINING/TREATMENT: If required by customer specifications,
         a molded part undergoes additional processing. These processing
         operations are generally necessary to attain increased hardness or
         strength, tighter dimensional tolerances or corrosion resistance. To
         achieve these specifications, parts are heat-treated, precision coined,
         ground or drilled or treated with a corrosion resistant coating, such
         as oil.

         Certain of the Company's friction products, which are primarily used in
oil-cooled brakes and power shift transmissions, do not require all of the
foregoing steps. For example, molded composite friction materials are molded
under high temperatures and cured in electronically-controlled ovens and then
bonded to a steel plate or core with a resin-based polymer. Cellulose composite
friction materials are blended and formed into continuous sheets and then
stamped into precise shapes by computer-controlled die cutting machines. Like
molded composite friction materials, cellulose composite friction materials are
then bonded to a steel plate or core with a resin-based polymer.

         The Company's die-cast aluminum rotors are produced in a three-step
process. Steel stamped disks forming the laminations of the rotors are first
skewed (stacked) and then loaded into dies into which molten aluminum is
injected to create the rotors. The rotor castings created in the dies are then
machined to produce finished rotors. These rotors are manufactured in a variety
of sizes and shapes to customers' design specifications.

         QUALITY CONTROL. Throughout its design and manufacturing process, the
Company focuses on quality control. For product design, each Company
manufacturing facility uses state-of-the-art testing equipment to replicate
virtually any application required by the Company's customers. This equipment is
essential to the Company's ability to manufacture components that meet stringent
customer specifications. To ensure that tight tolerances have been met and that
the requisite quality is inherent in its finished products, the Company uses
statistical process controls, a variety of electronic measuring equipment and
computer-controlled testing machinery. The Company has also established programs
within each of its facilities to detect and prevent potential quality problems.

TECHNOLOGY

         The Company believes that it is an industry leader in the development
of systems, processes and technologies which enable it to manufacture friction
products with numerous performance advantages, such as greater wear resistance,
increased stopping power, lower noise and smoother engagement. The Company's
expertise is evidenced by its aircraft brake linings, which are currently being
installed on many of the braking systems of the newly designed Boeing 737-NG
series of aircraft.

         The Company maintains an extensive library of proprietary friction
product formulas that serve as starting points for new product development. Each
formula has a specific set of ingredients and processes to generate
repeatability in production. Some formulas may have as many as 15 different
components. A slight change in a mixture can produce significantly different
performance characteristics. The Company uses a variety of technologies and
materials in developing and producing its products, such as graphitic and
cellulose composites. The Company believes its expertise in the development and
production of products using these different technologies and materials gives it
a competitive advantage over other friction product manufacturers, which
typically have expertise in only one or two types of friction material.

         The Company also believes that its powder metal components business is
able to produce a wide range of products from small precise components to large
structural parts. The Company has presses that produce some of the largest
powder metal parts in the world, and its powder metal technology permits the
manufacture of complex components with specific performance characteristics and
close dimensional tolerances that would be impractical to produce using
conventional metalworking processes.

CUSTOMERS

         The Company's engineers work closely with customers to develop and
design new products and improve the performance of existing products. The
Company's working relationship with its customers on development and design, and
the Company's commitment to quality, service and just-in-time delivery have
enabled it to build and maintain strong and stable customer relationships. Each
of the Company's ten largest customers have been customers of the Company or its
predecessors for more than ten years, and the Company believes that more than
80% of its sales are from products and materials for which it is the sole source
provider for specific customer applications. Management believes the Company's
relationships with its customers are good.

         The Company's recent acquisitions have broadened product lines,
increased its technological capabilities and will further enhance its customer
relationships and expand its preferred supplier status. As a result of its
commitment to customer service and satisfaction, the Company has received
numerous preferred supplier awards from its leading customers, including
Aircraft Braking Systems, BFGoodrich Aerospace, Caterpillar, John Deere and New
Holland.

                                       7
<PAGE>   8

         The Company's top five customers accounted for 32.7% of the Company's
consolidated net sales in 1998 and 33.8% of the Company's consolidated net sales
in 1997.


MARKETING AND SALES

         The Company markets its products globally through 14 product managers,
who operate from the Company's facilities in the United States, Italy and Canada
and a sales office in the United Kingdom. The Company's product managers and
sales force work directly with the Company's engineers who provide the technical
expertise necessary for the development and design of new products and for the
improvement of the performance of existing products.

         The Company's friction products are sold both directly to original
equipment manufacturers and to the aftermarket through its original equipment
customers and a network of distributors and representatives throughout the
world.

         The Company's marketing and sales of its powder metal components and
die-cast aluminum rotors are directed by 8 product managers. The Company also
sells its powder metal components and rotors to original equipment manufacturers
through independent sales representatives.

COMPETITION

         The principal segments in which the Company competes are competitive
and fragmented, with many small manufacturers and only a few manufacturers that
generate sales in excess of $50 million. The larger competitors may have
financial and other resources substantially greater than those of the Company.
The Company competes for new business principally at the beginning of the
development of new applications and at the redesign of existing applications by
its customers. For example, new model development for the Company's aircraft
braking system customers generally begins two to five years prior to full scale
production of new braking systems. Product redesign initiatives by customers
typically involve long lead times as well. Although the Company has been
successful in the past in obtaining this new business, there is no assurance
that the Company will continue to obtain such business in the future. The
Company also competes with manufacturers using different technologies, such as
carbon composite ("carbon-carbon") friction materials for aircraft braking
systems. Carbon-carbon braking systems are significantly lighter than the
metallic aircraft braking systems for which the Company supplies friction
materials, but are more expensive. The carbon-carbon brakes are typically used
on wide-body aircraft, such as the Boeing 747 and military aircraft, where the
advantages in reduced weight justify the additional expense. In addition, as the
Company's core powder metal technology improves, enabling its components to be
substituted for wrought steel or iron components, the Company also increasingly
competes with companies using forging, casting or stamping technologies. Powder
metal components can often be produced at a lower cost per unit than products
manufactured with forging, casting or stamping technologies due to the
elimination of, or substantial reduction in, secondary machining, lower material
costs and the virtual elimination of raw material waste. As a result, powder
metal components are increasingly being substituted for metal parts manufactured
using more traditional technologies.

SUPPLY AND PRICE OF RAW MATERIALS

         The principal raw materials used by the Company are copper, steel and
iron powder and custom-fabricated cellulose sheet. The Company has no long-term
supply agreements with any of its major suppliers. However, the Company has
generally been able to obtain sufficient supplies of raw materials for its
operations, and changes in prices of such supplies over the past few years have
not had a significant effect on its operations.

GOVERNMENT REGULATION

         The Company's sales to manufacturers of aircraft braking systems
represented 16.5% and 18.0% of the Company's consolidated net sales in 1998 and
1997, respectively. Each aircraft braking system, including the friction
products supplied by the Company, must meet stringent FAA criteria and testing
requirements. The Company has been able to meet these requirements in the past
and continuously reviews FAA compliance procedures to help ensure continued and
future compliance.



                                       8
<PAGE>   9



ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

         Manufacturers such as the Company are subject to stringent
environmental standards imposed by federal, state, local and foreign
environmental laws and regulations, including those related to air emissions,
wastewater discharges and chemical and hazardous waste management and disposal.
Certain of these environmental laws hold owners or operators of land or
businesses liable for their own and for previous owners' or operators' releases
of hazardous or toxic substances, materials or wastes, pollutants or
contaminants. Compliance with environmental laws also may require the
acquisition of permits or other authorizations for certain activities and
compliance with various standards or procedural requirements. The Company is
also subject to the federal Occupational Safety and Health Act and similar
foreign and state laws. The nature of the Company's operations, the long history
of industrial uses at some of its current or former facilities, and the
operations of predecessor owners or operators of certain of the businesses
expose the Company to risk of liabilities or claims with respect to
environmental and worker health and safety matters. The Company reviews its
procedures and policies for compliance with environmental and health and safety
laws and regulations and believes that it is in substantial compliance with all
such material laws and regulations applicable to its operations. The costs of
compliance with environmental, health and safety requirements have not been
material to the Company.

INTELLECTUAL PROPERTY MATTERS

         Wellman Friction Products(R), Velvetouch(R), Fibertuff(R), Feramic(R),
Velvetouch Feramic(R), Velvetouch Ceramic(R), Velvetouch Organik(R) and
Velvetouch Metalik(R) are among the federally registered trademarks of the
Company. Velvetouch(R) is the Company's principal trademark for use in the
Friction segment aftermarket and is registered in 26 countries.

         Although the Company maintains patents related to its business, the
Company does not believe that its competitive position is dependent on patent
protection or that its operations are dependent on any individual patent.

         To protect its intellectual property, the Company relies on a
combination of internal procedures, confidentiality agreements, patents,
trademarks, trade secrets law and common law, including the law of unfair
competition. The Company is not aware of any pending claims of infringement or
other challenges to the Company's right to use any of its intellectual property.

PERSONNEL

         At December 31, 1998, the Company had approximately 1,180 domestic
employees and 199 international employees, consisting of 125 management,
supervisory and administrative personnel, 102 engineering, quality control and
laboratory personnel, 47 sales and marketing personnel and 1,105 manufacturing
personnel.

         Approximately 270 employees at the Company's Brook Park, Ohio plant are
covered under a collective bargaining agreement with the Paper, Allied
Industrial, Chemical and Energy Workers International Union (PACE) expiring in
October 2000; approximately 90 employees at the Company's Akron, Ohio facility
are covered under a collective bargaining agreement with the United Automobile
Workers expiring in July 2000; and approximately 189 employees at the Company's
Orzinuovi, Italy plant are represented by a national mechanics union under an
agreement that expired in December 1998 and by a local union under an agreement
that expires in December 2000. The union and the Italian government are
currently negotiating the national contract. At this time, the Company expects
the agreement to be ratified without any work stoppages. Approximately 60 hourly
employees at the Company's Alton, Illinois facility are covered under a
collective bargaining agreement with the International Association of Machinists
and Aerospace Workers expiring in June 2001. The Company has experienced no
strikes and believes its relations with its employees and their unions to be
good.


                                       9
<PAGE>   10


ITEM 2.  PROPERTIES.

         The Company's material operations are conducted through the following
facilities, all of which are owned, except as noted:
<TABLE>
<CAPTION>

         LOCATION                     SQ. FT.      SEGMENT           PRINCIPAL FUNCTIONS
         --------                     -------      -------           -------------------

<S>                                  <C>           <C>               <C>
Medina, Ohio...................      148,000       Friction / PM     Manufacturing  of friction  products and powder
                                                                     metal components,  sales and marketing,
                                                                     research and development,  product engineering,
                                                                     and administration

Brook Park, Ohio...............      111,000       Friction          Manufacturing of friction  products,  sales and
                                                                     marketing,  research and  development,  product
                                                                     engineering, and administration

Orzinuovi, Italy...............       97,000       Friction          Manufacturing of friction products,
                                                                     international sales and marketing, research
                                                                     and development, and administration

Concord, Ontario, Canada (1)...       15,000       Friction          Manufacturing of friction products,
                                                                     distribution and warehousing

Solon, Ohio (2) ...............       58,000       Friction          Research and development

Campbellsburg, Indiana.........       75,000       PM                Manufacturing of powder metal components,
                                                                     sales  and  marketing, product engineering,

                                                                     customer service and support, and
                                                                     administration

Solon Mills, Illinois (1)......       42,000       PM                Manufacturing of powder metal components,
                                                                     sales and marketing, customer service and
                                                                     support

Clearfield, Pennsylvania.......       40,000       PM                Manufacturing of powder metal components, sales  
                                                                     and marketing, product engineering, customer
                                                                     service and support and warehousing

Alton, Illinois................       37,000       Other             Manufacturing of die-cast aluminum  rotors,
                                                                     sales  and  marketing, customer service and
                                                                     support, and administration

Akron, Ohio....................       81,000       Other             Manufacturing of metal stampings

Cleveland, Ohio (3)............        6,200                         Principal executive offices
</TABLE>

(1) Leased.
(2) Approximately 20,000 square feet of the Solon facility is leased to a third
    party.
(3) Leased. The Company is party to an expense sharing arrangement under which
    the Company shares the expenses of its corporate headquarters located in
    Cleveland with a company owned by Ronald E. Weinberg, the Chairman of the
    Executive Committee of the Company.

         In June 1996, the Company closed its manufacturing facility in
LaVergne, Tennessee that it acquired in the SKW acquisition and consolidated its
operations with existing Company facilities. The Company has placed the LaVergne
facility on the market for sale and does not anticipate incurring any material
gain or loss as a result of the sale.

         The Company's Italian facility is subject to certain security interests
granted to its lenders.

         The Company believes that substantially all of its property and
equipment is in good condition, adequately insured and suitable for their
present and intended use. Several of the Company's facilities are operating at
or near capacity. With its capital 

                                       10
<PAGE>   11

expansion program, the Company believes that it will have sufficient capacity to
accommodate its needs through 2000. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is involved in lawsuits that arise in the ordinary course
of its business. In the Company's opinion, the outcome of these matters will not
have a material adverse effect on the Company's business, financial condition or
results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Hawk Corporation Class A Common Stock is traded on the New York Stock
Exchange under the symbol "HWK." The stock price and dividend information in the
table is presented beginning as of May 12, 1998, the date of the Company's
initial public offering.
<TABLE>
<CAPTION>

         Quarterly Stock Prices and Dividends

         QUARTER             HIGH              LOW         DIVIDEND
         -------             ----              ---         --------
<S>      <C>             <C>                <C>            <C>
         1998
         2nd             $  19.500          $ 17.313       $  0.00
         3rd             $  18.188          $  8.750       $  0.00
         4th             $  12.500          $  6.250       $  0.00
</TABLE>



         Shareholders of record as of March 17, 1999 numbered 57. The Company
estimates that an additional 900 shareholders own stock held for their accounts
at brokerage firms and financial institutions.

         The Company does not intend to declare or pay any cash dividends for
the foreseeable future and intends to retain earnings, if any, for the future
operation and expansion of the Company's business. In addition, the Company's
10.25% Senior Notes due 2003 and its credit facility prohibit the payment of
cash dividends on the Class A common stock except upon compliance with certain
conditions.

ITEM 6.   SELECTED FINANCIAL DATA.

         The information required by this item is set forth on page 13 of the
1998 Annual Report under the caption entitled "Financial Summary", which is
incorporated herein by reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS.

         The information required by this item is set forth on pages 14 through
18 of the 1998 Annual Report under the caption entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operation," which is
incorporated herein by reference. Any investor or potential investor must
consider the risks that are set forth under the sub caption "Forward-Looking
Statements" contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on Page 18 of the 1998 Annual Report which
is incorporated herein by reference.


                                       11
<PAGE>   12


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information required by this item is set forth under the sub
caption "Market Risk Disclosures" contained in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on page 17 of the
1998 Annual Report which is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information required by this item is set forth on pages 18 through
33 of the 1998 Annual Report under the captions entitled "Consolidated Balance
Sheets," "Consolidated Statements of Operations," "Consolidated Statements of
Shareholders' Equity (Deficit)," "Consolidated Statements of Consolidated Cash
Flows," and "Notes to Consolidated Financial Statements," which is incorporated
herein is incorporated by reference. The Report of Independent Auditors is set
forth on Page 13 of this Form 10-K.




                                       12
<PAGE>   13




                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Hawk Corporation

We have audited the accompanying consolidated balance sheets of Hawk Corporation
and subsidiaries as of December 31, 1998 and 1997 and the related consolidated
statements of operations, shareholders' equity (deficit), and cash flows for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Hawk Corporation
and subsidiaries at December 31, 1998 and 1997 and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles.

                                                           /s/ Ernst & Young LLP

Cleveland, Ohio
March 1, 1999



                                       13
<PAGE>   14


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE.

         None.

PART III

ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT.

         The information required by Item 10 is incorporated herein by reference
to the Registrant's definitive Proxy Statement relating to its 1999 Annual
Meeting of Stockholders (the "Proxy Statement"), under the captions "Board of
Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance." This Proxy Statement will be filed with the SEC prior to
April 30, 1999.

ITEM 11.  EXECUTIVE COMPENSATION.

         The information required by Item 11 is contained under the caption
"Executive Compensation and Other Information" in the Proxy Statement and is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information required by Item 12 is contained under the caption
"Principal Stockholders" in the Proxy Statement and is incorporated herein by
reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by Item 13 is contained under the caption
"Certain Relationships and Related Transactions" in the Proxy Statement and is
incorporated herein by reference.

PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      (1)      Financial Statements

                  The following consolidated financial statements of the Company
                  included in the 1998 Annual Report are incorporated by
                  reference in Item 8. The Report of Independent Auditors is set
                  forth on page 13 of this report.

              (i)      Consolidated Balance Sheets at December 31, 1998 and 1997
                       (page 19 of the 1998 Annual Report)

              (ii)     Consolidated Statements of Operations for the years ended
                       December 31, 1998, 1997 and 1996 (page 20 of the 1998 
                       Annual Report)

              (iii)    Consolidated Statements of Shareholders' Equity (Deficit)
                       for the years ended December 31, 1998, 1997 and 1996 
                       (page 21 of the 1998 Annual Report)

              (iv)     Consolidated Statements of Cash Flows for the years ended
                       December 31, 1998, 1997 and 1996 (page 22 of the 1998 
                       Annual Report)

              (v)      Notes to Consolidated Financial Statements for the years
                       ended December 31, 1998, 1997 and 1996 (pages 23 through 
                       34 of the 1998 Annual Report)

                                       14
<PAGE>   15
(b)  Reports on Form 8-K:

         None.

(c)      Exhibits:

         2.1      Stock Purchase Agreement, dated November 7, 1996, among the
                  Company, Timothy Houghton, CFB Venture Fund II, L.P.,
                  MorAmerica Capital Corporation, Community Investment Partners
                  II, L.P. and St. Louis Community Foundation setting forth the
                  terms of the Hutchinson acquisition (omitting certain exhibits
                  and schedules setting forth the forms of opinions of counsel,
                  relating to the purchase price adjustment mechanism and
                  relating to the business of Houghton Acquisition Corporation
                  d.b.a. Hutchinson Foundry Products Company, which the Company
                  undertakes to furnish supplementally to the Commission upon
                  request) (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         2.2      Asset Purchase Agreement, dated as of July 10, 1997, by and
                  among the Company, Sinterloy, Inc. and Robert G. Sierks
                  setting forth the terms of the Sinterloy acquisition (omitting
                  the exhibits and schedules setting forth the form of various
                  ancillary documents and relating to the business of Sinterloy,
                  which the Company undertakes to furnish supplementally to the
                  Commission upon request) (Incorporated by reference to the
                  Company's Form 8-K as filed with the Securities and Exchange
                  Commission (Reg. No.333-18433))

         3.1      Form of the Company's Second Amended and Restated Certificate
                  of Incorporation (Incorporated by reference to the Company's
                  Registration Statement on Form S-1 as filed with the
                  Securities and Exchange Commission (Reg. No.
                  333-40535)

         3.2      Form of the Company's Amended and Restated By-laws
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-1 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-40535))

         4.1      Form of Rights Agreement between the Company and Continental
                  Stock Transfer & Trust Company, as Rights Agent (Incorporated
                  by reference to the Company's Registration Statement on Form
                  S-1 as filed with the Securities and Exchange Commission (Reg.
                  No. 333-40535))

         4.2      Indenture, dated as of November 27, 1996, by and among the
                  Company, Friction Products Co., Hawk Brake, Inc., Logan Metal
                  Stampings, Inc., Helsel, Inc., S.K. Wellman Holdings, Inc.,
                  S.K. Wellman Corp., Wellman Friction Products U.K. Corp.,
                  Hutchinson Products Corporation, and Bank One Trust Company,
                  NA, as Trustee (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         4.3      Form of 10 1/4% Senior Note due 2003 (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         4.4      Form of Series B 10 1/4% Senior Note due 2003 (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         4.5      Stockholders' Voting Agreement, effective as of November 27,
                  1996, by and among the Company, Norman C. Harbert, the Harbert
                  Family Limited Partnership, Ronald E. Weinberg, the Weinberg
                  Family Limited Partnership, Byron S. Krantz and the Krantz
                  Family Limited Partnership (Incorporated by reference to the
                  Company's Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         4.6      Letter agreement, dated January 5, 1998, amending the
                  Stockholders' Voting Agreement, effective as of November 27,
                  1996, by and among the Company, Norman C. Harbert, the Harbert
                  Family Limited Partnership, Ronald E. Weinberg, the Weinberg
                  Family Limited Partnership, Byron S. Krantz and the Krantz
                  Family Limited Partnership (Incorporated by reference to the
                  Company's Registration Statement on Form S-1 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-40535))

         4.7      Form of the Warrant Certificates, each dated June 30, 1995,
                  issued by the Company in favor of each of Connecticut General
                  Life Insurance Company and CIGNA Mezzanine Partners III, L.P.,
                  and registered under the name CIG & Co. (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

                                       15
<PAGE>   16

         10.1     Employment Agreement, dated as of November 1, 1996, between
                  the Company and Norman C. Harbert (Incorporated by reference
                  to the Company's Registration Statement on Form S-4 as filed
                  with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.2     Form of Amended and Restated Wage Continuation Agreement
                  between the Company and Norman C. Harbert (Incorporated by
                  reference to the Company's Registration Statement on Form S-1
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-40535))

         10.3     Employment Agreement, dated as of November 1, 1996, between
                  the Company and Ronald E. Weinberg (Incorporated by reference
                  to the Company's Registration Statement on Form S-4 as filed
                  with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.4     Employment Agreement, dated July 1, 1994, between Helsel, Inc.
                  and Jess F. Helsel (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.5     Consulting Agreement, dated July 1, 1994, between Helsel, Inc.
                  and Jess F. Helsel (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.6     Letter agreement, dated as of June 1997, amending the
                  Employment Agreement and the Consulting Agreement, each dated
                  July 1, 1994, between Helsel, Inc. and Jess F. Helsel
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-1 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-40535))

         10.7*    Letter agreement, dated as of March 26, 1998, amending the
                  Employment Agreement and the Consulting Agreement, each dated
                  July 1, 1994, between Helsel, Inc. and Jess F. Helsel

         10.8     Employment Agreement, dated January 2, 1997, between the
                  Company and Timothy J. Houghton (Incorporated by reference to
                  the Company's Registration Statement on Form S-1 as filed with
                  the Securities and Exchange Commission (Reg. No. 333-40535))

         10.9     Promissory Note, dated July 1, 1994, in the principal amount
                  of $500,000, issued by the Company to Helco, Inc.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.10    Form of the Promissory Notes, each dated June 30, 1995, issued
                  by each of Norman C. Harbert, Ronald E. Weinberg, Byron S.
                  Krantz and Douglas D. Wilson to the Company (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.11    Letter agreement, dated October 1, 1996, amending the
                  Promissory Notes, each dated June 30, 1995, issued by each of
                  Norman C. Harbert, Ronald E. Weinberg, Byron S. Krantz and
                  Douglas D. Wilson to the Company (Incorporated by reference to
                  the Company's Registration Statement on Form S-4 as filed with
                  the Securities and Exchange Commission (Reg. No. 333-18433))

         10.12    Form of Convertible Promissory Note, dated January 2, 1997, in
                  the aggregate principal amount of $1.5 million, issued by the
                  Company to each of Timothy Houghton, CFB Venture Fund II,
                  L.P., MorAmerica Capital Corporation, Community Investment
                  Partners II, L.P. and St. Louis Community Foundation
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-1 as filed with the Securities and
                  Exchange Commission (Reg. No.
                  333-40535))

         10.13    Form of the Senior Subordinated Note and Warrant Purchase
                  Agreements, each dated as of June 30, 1995, between the
                  Company and each of Connecticut General Life Insurance Company
                  and CIGNA Mezzanine Partners III, L.P. (omitting certain
                  annexes relating to the business of the Company and certain
                  exhibits setting forth the form of various ancillary
                  documents, including the form of Subordinated Notes included
                  as Exhibit 10.24 thereto, the form of the Warrant Agreement
                  included as Exhibit 10.25 thereto and the form of Subordinated
                  Guarantee included as Exhibit 10.26 thereto, which omitted
                  annexes and schedule the Company undertakes to furnish
                  supplementally to the Commission upon request) (Incorporated
                  by reference to the Company's Registration Statement on Form
                  S-4 as filed with the Securities and Exchange Commission (Reg.
                  No. 333-18433))

         10.14    First Amendment to Note and Warrant Purchase Agreement, dated
                  as of November 27, 1996, among the Company, Connecticut
                  General Life Insurance Company and CIGNA Mezzanine Partners
                  III, L.P. (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.15    Form of the 12% Senior Subordinated Notes due June 30, 2005,
                  each dated June 30, 1995, issued by the Company

                                       16
<PAGE>   17

                  to each of Connecticut General Life Insurance Company
                  and CIGNA Mezzanine Partners III, L.P., and registered under
                  the name CIG & Co. (Incorporated by reference to the
                  Company's Registration Statement on Form S-4 as filed with    
                  the Securities and Exchange Commission (Reg. No. 333-18433))

         10.16    Warrant Agreement, dated as of June 30, 1996, among the
                  Company, Connecticut General Life Insurance Company and CIGNA
                  Mezzanine Partners III, L.P. (omitting the attachment setting
                  forth the form of Warrant Certificate included as Exhibit 4.14
                  thereto) (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         10.17    Form of Subordinated Guarantee Agreements, each dated as of
                  June 30, 1995, made by each of Friction Products Co., Hawk
                  Brake, Inc., Logan Metal Stampings, Inc., Helsel, Inc., S.K.
                  Wellman Holdings, Inc. and S.K. Wellman Acquisition, Inc.
                  (n.k.a. S.K. Wellman Corp.) in favor of Connecticut General
                  Life Insurance Company and CIGNA Mezzanine Partners III, L.P.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.18    Form of the First Amendment to Subordinated Guarantee
                  Agreement, each dated as of November 27, 1996, made by each of
                  Friction Products Co., Hawk Brake, Inc., Logan Metal
                  Stampings, Inc., Helsel, Inc., S.K. Wellman Holdings, Inc. and
                  S.K. Wellman Corp in favor of Connecticut General Life
                  Insurance Company and CIGNA Mezzanine Partners III, L.P.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.19    Form of Subordinated Guarantee Agreements, each dated as of
                  November 27, 1996, made by each of Wellman Friction Products
                  U.K. Corp. and Hutchinson Products Corporation in favor of
                  Connecticut General Life Insurance Company and CIGNA Mezzanine
                  Partners III, L.P. (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         10.20    Credit Agreement, dated as of May 1, 1998, among the Company
                  and KeyBank National Association, as Swing Line Lender,
                  Administrative Agent and as Syndication Agent (Incorporated by
                  reference to the Company's Form 10-Q for the quarterly period
                  ended June 30,1998 as filed with the Securities and Exchange
                  Commission)

         10.21    Subsidiary Guaranty, dated as of May 1, 1998, among the
                  subsidiaries of the Company, as guarantors, and KeyBank
                  National Association, as Administrative Agent (Incorporated by
                  reference to the Company's Form 10-Q for the quarterly period
                  ended June 30,1998 as filed with the Securities and Exchange
                  Commission)

         13*      Portions of the 1998 Annual Report to Shareholders
                  incorporated herein by reference

         21.1*    Subsidiaries of the Registrant

         23.1*    Consent of Ernst & Young LLP

         27*      Financial Data Schedule

         --------------------------
         * Filed herewith

                                       17
<PAGE>   18



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                                            Hawk Corporation

                                            By: /s/ THOMAS A. GILBRIDE
                                                --------------------------------
                                            Thomas A. Gilbride
                                            Vice President - Finance

                                            Date March 31, 1999

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                                   TITLE                                             DATE
---------                                   -----                                             ----
<S>                                        <C>                                         <C>

                                            Chairman of the Board, Chief                March 31, 1999
/s/ NORMAN C. HARBERT                       Executive Officer and Director
-------------------------------             (principal executive officer)
Norman C. Harbert                            

/s/ RONALD E. WEINBERG                      Chairman - Executive Committee,             March 31, 1999
-------------------------------             Treasurer and Director
Ronald E. Weinberg                          (principal financial officer)
                                            

/s/ THOMAS A. GILBRIDE                      Vice President - Finance                    March 31, 1999
-------------------------------             (principal accounting officer)
Thomas A. Gilbride

/s/ BYRON S. KRANTZ                         Secretary and Director                      March 31, 1999
-------------------------------
Byron S. Krantz

/s/ PAUL R. BISHOP                          Director                                    March 31, 1999
-------------------------------
Paul R. Bishop

/s/ DAN T. MOORE, III                       Director                                    March 31, 1999
-------------------------------
Dan T. Moore, III




/s/ WILLIAM J. O'NEILL, JR.                 Director                                    March 31, 1999
-------------------------------
William J. O'Neill, Jr.
</TABLE>

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                                  EXHIBIT INDEX

         2.1      Stock Purchase Agreement, dated November 7, 1996, among the
                  Company, Timothy Houghton, CFB Venture Fund II, L.P.,
                  MorAmerica Capital Corporation, Community Investment Partners
                  II, L.P. and St. Louis Community Foundation setting forth the
                  terms of the Hutchinson acquisition (omitting certain exhibits
                  and schedules setting forth the forms of opinions of counsel,
                  relating to the purchase price adjustment mechanism and
                  relating to the business of Houghton Acquisition Corporation
                  d.b.a. Hutchinson Foundry Products Company, which the Company
                  undertakes to furnish supplementally to the Commission upon
                  request) (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         2.2      Asset Purchase Agreement, dated as of July 10, 1997, by and
                  among the Company, Sinterloy, Inc. and Robert G. Sierks
                  setting forth the terms of the Sinterloy acquisition (omitting
                  the exhibits and schedules setting forth the form of various
                  ancillary documents and relating to the business of Sinterloy,
                  which the Company undertakes to furnish supplementally to the
                  Commission upon request) (Incorporated by reference to the
                  Company's Form 8-K as filed with the Securities and Exchange
                  Commission (Reg. No.333-18433))

         3.1      Form of the Company's Second Amended and Restated Certificate
                  of Incorporation (Incorporated by reference to the Company's
                  Registration Statement on Form S-1 as filed with the
                  Securities and Exchange Commission (Reg. No.
                  333-40535)

         3.2      Form of the Company's Amended and Restated By-laws
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-1 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-40535))

         4.1      Form of Rights Agreement between the Company and Continental
                  Stock Transfer & Trust Company, as Rights Agent (Incorporated
                  by reference to the Company's Registration Statement on Form
                  S-1 as filed with the Securities and Exchange Commission (Reg.
                  No. 333-40535))

         4.2      Indenture, dated as of November 27, 1996, by and among the
                  Company, Friction Products Co., Hawk Brake, Inc., Logan Metal
                  Stampings, Inc., Helsel, Inc., S.K. Wellman Holdings, Inc.,
                  S.K. Wellman Corp., Wellman Friction Products U.K. Corp.,
                  Hutchinson Products Corporation, and Bank One Trust Company,
                  NA, as Trustee (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         4.3      Form of 10 1/4% Senior Note due 2003 (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         4.4      Form of Series B 10 1/4% Senior Note due 2003 (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         4.5      Stockholders' Voting Agreement, effective as of November 27,
                  1996, by and among the Company, Norman C. Harbert, the Harbert
                  Family Limited Partnership, Ronald E. Weinberg, the Weinberg
                  Family Limited Partnership, Byron S. Krantz and the Krantz
                  Family Limited Partnership (Incorporated by reference to the
                  Company's Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         4.6      Letter agreement, dated January 5, 1998, amending the
                  Stockholders' Voting Agreement, effective as of November 27,
                  1996, by and among the Company, Norman C. Harbert, the Harbert
                  Family Limited Partnership, Ronald E. Weinberg, the Weinberg
                  Family Limited Partnership, Byron S. Krantz and the Krantz
                  Family Limited Partnership (Incorporated by reference to the
                  Company's Registration Statement on Form S-1 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-40535))

         4.7      Form of the Warrant Certificates, each dated June 30, 1995,
                  issued by the Company in favor of each of Connecticut General
                  Life Insurance Company and CIGNA Mezzanine Partners III, L.P.,
                  and registered under the name CIG & Co. (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.1     Employment Agreement, dated as of November 1, 1996, between
                  the Company and Norman C. Harbert (Incorporated by reference
                  to the Company's Registration Statement on Form S-4 as filed
                  with the Securities and Exchange Commission (Reg. No.
                  333-18433))

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<PAGE>   20

         10.2     Form of Amended and Restated Wage Continuation Agreement
                  between the Company and Norman C. Harbert (Incorporated by
                  reference to the Company's Registration Statement on Form S-1
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-40535))

         10.3     Employment Agreement, dated as of November 1, 1996, between
                  the Company and Ronald E. Weinberg (Incorporated by reference
                  to the Company's Registration Statement on Form S-4 as filed
                  with the Securities and Exchange Commission (Reg. No.
                  33-18433))

         10.4     Employment Agreement, dated July 1, 1994, between Helsel, Inc.
                  and Jess F. Helsel (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         10.5     Consulting Agreement, dated July 1, 1994, between Helsel, Inc.
                  and Jess F. Helsel (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         10.6     Letter agreement, dated as of June 1997, amending the
                  Employment Agreement and the Consulting Agreement, each dated
                  July 1, 1994, between Helsel, Inc. and Jess F. Helsel
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-1 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-40535))

         10.7*    Letter agreement, dated as of March 26, 1998, amending the
                  Employment Agreement and the Consulting Agreement, each dated
                  July 1, 1994, between Helsel, Inc. and Jess F. Helsel

         10.8     Employment Agreement, dated January 2, 1997, between the
                  Company and Timothy J. Houghton (Incorporated by reference to
                  the Company's Registration Statement on Form S-1 as filed with
                  the Securities and Exchange Commission (Reg. No. 333-40535))

         10.9     Promissory Note, dated July 1, 1994, in the principal amount
                  of $500,000, issued by the Company to Helco, Inc.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.10    Form of the Promissory Notes, each dated June 30, 1995, issued
                  by each of Norman C. Harbert, Ronald E. Weinberg, Byron S.
                  Krantz and Douglas D. Wilson to the Company (Incorporated by
                  reference to the Company's Registration Statement on Form S-4
                  as filed with the Securities and Exchange Commission (Reg. No.
                  333-18433))

         10.11    Letter agreement, dated October 1, 1996, amending the
                  Promissory Notes, each dated June 30, 1995, issued by each of
                  Norman C. Harbert, Ronald E. Weinberg, Byron S. Krantz and
                  Douglas D. Wilson to the Company (Incorporated by reference to
                  the Company's Registration Statement on Form S-4 as filed with
                  the Securities and Exchange Commission (Reg. No. 333-18433))

         10.12    Form of Convertible Promissory Note, dated January 2, 1997, in
                  the aggregate principal amount of $1.5 million, issued by the
                  Company to each of Timothy Houghton, CFB Venture Fund II,
                  L.P., MorAmerica Capital Corporation, Community Investment
                  Partners II, L.P. and St. Louis Community Foundation
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-1 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-40535))

         10.13    Form of the Senior Subordinated Note and Warrant Purchase
                  Agreements, each dated as of June 30, 1995, between the
                  Company and each of Connecticut General Life Insurance Company
                  and CIGNA Mezzanine Partners III, L.P. (omitting certain
                  annexes relating to the business of the Company and certain
                  exhibits setting forth the form of various ancillary
                  documents, including the form of Subordinated Notes included
                  as Exhibit 10.24 thereto, the form of the Warrant Agreement
                  included as Exhibit 10.25 thereto and the form of Subordinated
                  Guarantee included as Exhibit 10.26 thereto, which omitted
                  annexes and schedule the Company undertakes to furnish
                  supplementally to the Commission upon request) (Incorporated
                  by reference to the Company's Registration Statement on Form
                  S-4 as filed with the Securities and Exchange Commission (Reg.
                  No. 333-18433))

         10.14    First Amendment to Note and Warrant Purchase Agreement, dated
                  as of November 27, 1996, among the Company, Connecticut
                  General Life Insurance Company and CIGNA Mezzanine Partners
                  III, L.P. (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

                                       20
<PAGE>   21

         10.15    Form of the 12% Senior Subordinated Notes due June 30, 2005,
                  each dated June 30, 1995, issued by the Company to each of
                  Connecticut General Life Insurance Company and CIGNA Mezzanine
                  Partners III, L.P., and registered under the name CIG & Co.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.16    Warrant Agreement, dated as of June 30, 1996, among the
                  Company, Connecticut General Life Insurance Company and CIGNA
                  Mezzanine Partners III, L.P. (omitting the attachment setting
                  forth the form of Warrant Certificate included as Exhibit 4.14
                  thereto) (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         10.17    Form of Subordinated Guarantee Agreements, each dated as of
                  June 30, 1995, made by each of Friction Products Co., Hawk
                  Brake, Inc., Logan Metal Stampings, Inc., Helsel, Inc., S.K.
                  Wellman Holdings, Inc. and S.K. Wellman Acquisition, Inc.
                  (n.k.a. S.K. Wellman Corp.) in favor of Connecticut General
                  Life Insurance Company and CIGNA Mezzanine Partners III, L.P.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.18    Form of the First Amendment to Subordinated Guarantee
                  Agreement, each dated as of November 27, 1996, made by each of
                  Friction Products Co., Hawk Brake, Inc., Logan Metal
                  Stampings, Inc., Helsel, Inc., S.K. Wellman Holdings, Inc. and
                  S.K. Wellman Corp in favor of Connecticut General Life
                  Insurance Company and CIGNA Mezzanine Partners III, L.P.
                  (Incorporated by reference to the Company's Registration
                  Statement on Form S-4 as filed with the Securities and
                  Exchange Commission (Reg. No. 333-18433))

         10.19    Form of Subordinated Guarantee Agreements, each dated as of
                  November 27, 1996, made by each of Wellman Friction Products
                  U.K. Corp. and Hutchinson Products Corporation in favor of
                  Connecticut General Life Insurance Company and CIGNA Mezzanine
                  Partners III, L.P. (Incorporated by reference to the Company's
                  Registration Statement on Form S-4 as filed with the
                  Securities and Exchange Commission (Reg. No. 333-18433))

         10.20    Credit Agreement, dated as of May 1, 1998, among the Company
                  and KeyBank National Association, as Swing Line Lender,
                  Administrative Agent and as Syndication Agent (Incorporated by
                  reference to the Company's Form 10-Q for the quarterly period
                  ended June 30,1998 as filed with the Securities and Exchange
                  Commission)

         10.21    Subsidiary Guaranty, dated as of May 1, 1998, among the
                  subsidiaries of the Company, as guarantors, and KeyBank
                  National Association, as Administrative Agent (Incorporated by
                  reference to the Company's Form 10-Q for the quarterly period
                  ended June 30,1998 as filed with the Securities and Exchange
                  Commission)

         13*      Portions of the 1998 Annual Report to Shareholders
                  incorporated herein by reference

         21.1*    Subsidiaries of the Registrant

         23.1*    Consent of Ernst & Young LLP

         27*      Financial Data Schedule


         -----------------------
         Filed herewith


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