1
Exhibit (a)(4)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
JLK DIRECT DISTRIBUTION INC.
AT
$8.75 NET PER SHARE
THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE
AT 12:00 MIDNIGHT, EASTERN TIME,
ON OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
October 3, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by JLK Direct Distribution Inc. ("JLK"), a
Pennsylvania corporation, to act as information agent in connection with JLK's
offer to purchase all of the outstanding shares of its Class A Common Stock, par
value $0.01 per share (the "Shares"), at a purchase price of $8.75 net per
Share, to the selling shareowner in cash, without interest thereon (the "Offer
Price"), pursuant to the merger agreement with Kennametal Inc. and Pegasus
Acquisition Corporation, a wholly owned subsidiary of Kennametal, and upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
October 3, 2000 (the "Offer to Purchase"), and in the enclosed Letter of
Transmittal (which, together with the Offer to Purchase, each as amended or
supplemented from time to time, together constitute the "Offer") enclosed
herewith. Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered in your name or in the
name of your nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date of the Offer (as defined
in the Offer to Purchase) a majority of all of JLK's then outstanding shares of
Class A Common Stock (the "Minimum Condition"). This condition may only be
waived by JLK with the consent of Kennametal; however, JLK will waive this
condition if Kennametal and Pegasus waive one of the conditions to their
obligation to consummate the merger, which is that JLK purchase at least 50% of
its outstanding shares of Class A Common Stock in the Offer. The Offer is also
subject to other conditions set forth in the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated October 3, 2000;
2. Letter of Transmittal for your use in accepting the Offer,
tendering Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares and all other required documents cannot be
delivered to The Depositary Trust Company on or before the Expiration Date,
or if the procedures for book-entry transfer cannot be completed on time;
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to ChaseMellon Shareholder Services,
L.L.C. (the "Depositary").
2
Notwithstanding any other provision of the Offer, including the Minimum
Condition (also including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), JLK will accept for payment and
pay for Shares which are validly tendered prior to the Expiration Date and not
theretofore properly withdrawn when, as and if JLK gives oral or written notice
to the Depositary of JLK's acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (i) certificates
representing the Shares ("Share Certificates") or timely confirmation (a
"Book-Entry Confirmation") of the book-entry transfer with respect to, the
Shares into the Depositary's account at The Depository Trust Company (the "Book-
Entry Transfer Facility"), pursuant to the procedures described in the section
of the Offer to Purchase captioned "The Offer-- 3. Procedures for Accepting the
Offer and Tendering Shares", (ii) a properly completed and duly executed Letter
of Transmittal (or a properly completed and manually signed facsimile thereof),
with any required signature guarantees or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer; and (iii) any and
all other documents required by the Letter of Transmittal.
JLK will not pay any fees or commissions to any broker or dealer or other
person (other than the Information Agent and the Depositary as described in the
Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. JLK
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies and other nominees for customary clerical and mailing costs
incurred by them in forwarding the enclosed materials to their customers.
JLK will pay or cause to be paid all stock transfer taxes applicable to
their purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND RIGHTS TO WITHDRAW EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, you must deliver before the
expiration of this Offer to the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase a duly executed and properly completed
Letter of Transmittal (or a facsimile thereof), with any required signature
guarantees (and any other documents required by the Letter of Transmittal), or
an Agent's Message in connection with a book-entry delivery of Shares; AND
either (a) the Share Certificates for the tendered Shares must be received by
the Depositary at one of such addresses or (b) the Shares must be tendered
pursuant to the procedure for book-entry transfer and a book-entry confirmation
must be received by the Depositary, all in accordance with the instructions set
forth in the Letter of Transmittal and in the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedures
specified in the section of the Offer to Purchase captioned "The
Offer--3. Procedures for Accepting the Offer and Tendering Shares."
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, us at:
ChaseMellon Shareholder Services, L.L.C., 44 Wall Street, New York, New York,
10005, telephone (call collect): (917) 320-6285.
Very truly yours,
ChaseMellon Shareholder Services,
L.L.C.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE
AGENT OF JLK, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF
THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
-2-