UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14A-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
Filed
by the Registrant £
Filed
by a Party other than the Registrant S
Check
appropriate box:
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£
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Preliminary
Proxy Statement
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£
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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£
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Definitive
Proxy Statement
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£
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Definitive
Additional Materials
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S
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Soliciting
Material under Rule 14a-12
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K-TRON
INTERNATIONAL, INC.
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(Name
of Registrant as Specified in Its Charter)
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HILLENBRAND,
INC.
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of filing fee (Check the appropriate box):
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S
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No
fee required.
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£
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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£
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Fee
paid previously with preliminary materials:
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£
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Filed
by Hillenbrand, Inc.
Pursuant
to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: K-Tron International, Inc.
Commission
File No: 000-09576
The
following is the text of a press release issued by Hillenbrand, Inc. on January
11, 2010:
HILLENBRAND,
INC. TO HOST INVESTOR LUNCHEONS
IN
NEW YORK CITY AND BOSTON
BATESVILLE, Ind., Jan. 11, 2010
– /PR Newswire-First Call/ – Hillenbrand, Inc. (NYSE: HI) will be hosting
an investor luncheon from noon to 1:30 PM in New York, New York on January 14,
2010, and in Boston, Massachusetts on January 15, 2010, to discuss the
definitive agreement for Hillenbrand, Inc. to acquire K-Tron International, Inc.
(Nasdaq: KTII).
You
are cordially invited to join us. The luncheons will provide an opportunity to
hear from and meet members of the Hillenbrand and K-Tron management teams (Ken
Camp-CEO Hillenbrand, Cindy Lucchese-CFO Hillenbrand, Mark Lanning-IRO
Hillenbrand and Lukas Guenthardt-SVP Corp. Development K-Tron). The luncheons
will feature a presentation about the combination and discuss how it will better
position Hillenbrand, Inc. for immediate and long-term growth and enhanced
profitability.
In
connection with these luncheons, Hillenbrand has prepared investor presentations
containing information about the K-Tron transaction. These investor
presentations are being filed with the SEC and being made available on the
Investor Relations section of the Company’s web site at www.hillenbrandinc.com.
To RSVP for one of the luncheons please contact Mary
Bischoff, Hillenbrand Investor Relations at mary.bischoff@hillenbrand.com or 812-931-5082. Please
indicate the names of those that will be attending from your firm and indicate
which location (New York or Boston) you prefer, so we can accommodate you. After
we receive your RSVP, you will receive a confirmation for your
attendance.
NEW YORK
CITY
LUNCHEON
AGENDA
Registration: 11:30 AM to
Noon, Peacock Alley, Main Lobby
Executive Presentations and Question
& Answer Session: Noon to 1:30 PM, Peacock Alley Private Dining Room,
Main Lobby
LOCATION
Venue: Waldorf
Astoria
Address: 301 Park Avenue, New
York, NY 10022-6897
Tel: (212)
872-1275
Hotel Information:
http://waldorfnewyork.com/index.cfm
BOSTON
LUNCHEON
AGENDA
Registration: 11:30 AM to
Noon, Oliver Room Foyer, Third Floor
Executive Presentations and Question
& Answer Session: Noon to 1:30 PM, Oliver Room, Third
Floor
LOCATION
Venue: Hilton Boston/
Financial District
Address: 89 Broad Street,
Boston Massachusetts
Tel: (617)
556-0006
Hotel Information:
http://www1.hilton.com/en_US/hi/hotel/BOSFDHF-Hilton-Boston-Financial-District-Massachusetts/index.do
About
Hillenbrand, Inc.
Hillenbrand,
Inc. (www.HillenbrandInc.com)
is the holding company for Batesville Casket Company, a leader in the North
American death care industry through the sale of funeral services products,
including burial caskets, cremation caskets, containers and urns, selection room
display fixturing, and other personalization and memorialization products.
HI-INC-F
Additional
Information and Where to Find it
This
press release may be deemed to be solicitation material in respect of the
proposed acquisition of K-Tron by Hillenbrand. In connection with the
proposed acquisition, K-Tron plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF
K-TRON ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The final
proxy statement will be mailed to shareholders of K-Tron. Investors and security
holders may obtain a free copy of the proxy statement when it becomes available,
and other documents filed by K-Tron with the SEC, at the SEC’s web site at
http://www.sec.gov. Free copies of the proxy statement, when it becomes
available, and K-Tron’s other filings with the SEC may also be obtained from
K-Tron by directing a request to K-Tron International, Inc., Attention: Investor
Relations, Route 55 and 553, P.O. Box 888, Pitman, N.J. 08071, or by calling
856-589-0500.
Hillenbrand,
K-Tron and their respective directors, executive officers and other members of
their management and employees may be deemed to be soliciting proxies from
K-Tron shareholders in favor of the proposed acquisition. Information regarding
Hillenbrand’s directors and executive officers is available in its 2009 Annual
Report on Form 10-K filed with the SEC on November 24, 2009, and definitive
proxy statement relating to its 2010 Annual Meeting of Shareholders filed with
the SEC on January 5, 2010. Information regarding K-Tron’s directors
and executive officers is available in its 2008 Annual Report on Form 10-K filed
with the SEC on March 13, 2009, and definitive proxy statement relating to its
2009 Annual Meeting of Shareholders filed with the SEC on April 6, 2009.
Additional information regarding the interests of such potential
participants
will be included in the proxy statement and the other relevant documents filed
with the SEC when they become available.
CONTACT
Investor
Relations for Hillenbrand, Inc.
Mark
R. Lanning, Vice President of Investor Relations and Treasurer
Phone:
812-934-7256
E-mail:
mrlanning@hillenbrand.com
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