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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): SEPTEMBER 11, 2000
KENNAMETAL INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-5318
PENNSYLVANIA 25-0900168
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
WORLD HEADQUARTERS
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 September 11, 2000, Kennametal Inc. (Kennametal) and JLK Direct Distribution
Inc. (JLK), an 83 percent-owned subsidiary of Kennametal, issued the following
news release:
KENNAMETAL INC. AND JLK DIRECT DISTRIBUTION INC. ANNOUNCE
AGREEMENT ON ACQUISITION OF JLK MINORITY INTEREST
Latrobe, Pa. - September 11, 2000 - Kennametal Inc. (NYSE:KMT) and JLK Direct
Distribution Inc. (NYSE:JLK) announced that they have entered into a definitive
merger agreement for Kennametal to acquire the outstanding shares of JLK that
Kennametal does not already own. Pursuant to the agreement, JLK has agreed to
commence a cash tender offer for all of its shares of Class A Common Stock at a
price of $8.75 per share. Following JLK's purchase of shares in the tender
offer, Kennametal will acquire the remainder of the minority shares at the same
price in a merger.
Kennametal currently owns approximately 83% of JLK. The aggregate value of the
entire transaction would be approximately $37 million to acquire the minority
interest of approximately 4.3 million shares.
The transaction has been unanimously approved by JLK's Board of Directors,
including its special committee comprised of independent directors of the JLK
Board. CIBC World Markets Corp. acted as financial adviser to the special
committee. The transaction is not conditioned on financing, but is subject to
conditions set forth in the merger agreement.
Disclosure materials, including a tender offer statement describing the
agreement and the structure of the transaction, will be filed with the
Securities and Exchange Commission (SEC) and transmitted to the minority
shareholders of JLK for their careful review. Investors and security holders of
JLK are urged to read these disclosure materials when they become available
because they will contain important information. When these and other documents
are filed with the SEC, they may be obtained for free at the SEC's website at
www.sec.gov. Copies of these documents, when available, may also be obtained
free of charge from Kennametal and JLK by directing requests to David T. Cofer
at the executive headquarters of the companies (724-539-5000).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-K:
(c) Exhibits
(99) Additional Exhibits
99.1 Merger Agreement Among JLK Direct
Distribution Inc. and Kennametal Inc. and
Pegasus Acquisition Corporation dated
September 8, 2000. Filed herewith.
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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.
KENNAMETAL INC.
Date: September 11, 2000 By: /s/ FRANK P. SIMPKINS
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Frank P. Simpkins
Corporate Controller and
Chief Accounting Officer