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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2000
JLK DIRECT DISTRIBUTION INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-13059
PENNSYLVANIA 23-2896928
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650-0231
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code: (724) 539-5000
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ITEM 5. OTHER EVENTS
On July 20, 2000, JLK Direct Distribution Inc. (JLK) received a proposal from
Kennametal Inc. (Kennametal) to acquire the outstanding shares of JLK that
Kennametal does not already own for $6.70 per share in cash.
Kennametal currently owns approximately 83% of JLK. The aggregate value of the
transaction would be approximately $28.7 million to acquire the minority
interest of approximately 4.3 million shares.
The proposal is subject to the approval of the JLK Board of Directors, including
the approval of the special committee comprised of the independent directors of
the JLK Board, and to conditions customary in transactions of this type. The
proposal is not conditioned on financing.
Kennametal has reserved the right to amend or withdraw this proposal at any time
at its sole discretion.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JLK DIRECT DISTRIBUTION INC.
Date: July 21, 2000 By: /s/ DIANA L. SCOTT
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Diana L. Scott
Vice President,
Chief Financial Officer
and Treasurer