1
================================================================================
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): OCTOBER 3, 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
================================================================================
2
ITEM 5. OTHER EVENTS
On October 3, 2000, JLK Direct Distribution Inc., a Pennsylvania corporation
("JLK"), commenced a tender offer to purchase all of the outstanding shares of
its Class A Common Stock, par value $.01 per share, for a purchase price of
$8.75 per share, net to the selling shareholders in cash, without interest (the
"Offer"). The Offer was made pursuant to a Merger Agreement, dated September 8,
2000, among JLK, Kennametal Inc., a Pennsylvania corporation ("Kennametal"), and
Pegasus Acquisition Corporation, a Pennsylvania corporation and a wholly owned
subsidiary of Kennametal ("Pegasus"). Kennametal owns approximately 83% of the
economic interest in JLK and approximately 98% of the combined voting power of
JLK's outstanding common stock. The Offer to Purchase dated October 3, 2000, is
incorporated herein by reference.
ITEM 7. EXHIBITS
(a)(1) Offer to Purchase dated October 3, 2000 (incorporated by reference to
Exhibit (a)(1) to the Schedule TO filed by JLK, Kennametal and Pegasus
on October 3, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit
(a)(2) to the Schedule TO filed by JLK, Kennametal and Pegasus on
October 3, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(3) to the Schedule TO filed by JLK, Kennametal and Pegasus
on October 3, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit (a)(4) to the
Schedule TO filed by JLK, Kennametal and Pegasus on October 3, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference to
Exhibit (a)(5) to the Schedule TO filed by JLK, Kennametal and Pegasus
on October 3, 2000).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to Exhibit (a)(6) to the
Schedule TO filed by JLK, Kennametal and Pegasus on October 3, 2000).
(a)(7) Summary advertisement, as published on October 3, 2000 (incorporated by
reference to Exhibit (a)(7) to the Schedule TO filed by JLK, Kennametal
and Pegasus on October 3, 2000).
(a)(8) Opinion of CIBC World Markets Corp. dated September 8, 2000 (included
as Annex A to the Offer to Purchase filed as Exhibit (a)(1) to the
Schedule TO).
3
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.
Date: October 3, 2000
JLK DIRECT DISTRIBUTION INC.
By: /s/ KEVIN G. NOWE
------------------------------
Name: Kevin G. Nowe
----------------------------
Title: Secretary
---------------------------
4
EXHIBIT INDEX
(a)(1) Offer to Purchase dated October 3, 2000 (incorporated by reference to
Exhibit (a)(1) to the Schedule TO filed by JLK, Kennametal and Pegasus
on October 3, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit
(a)(2) to the Schedule TO filed by JLK, Kennametal and Pegasus on
October 3, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(3) to the Schedule TO filed by JLK, Kennametal and Pegasus
on October 3, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit (a)(4) to the
Schedule TO filed by JLK, Kennametal and Pegasus on October 3, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference to
Exhibit (a)(5) to the Schedule TO filed by JLK, Kennametal and Pegasus
on October 3, 2000).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to Exhibit (a)(6) to the
Schedule TO filed by JLK, Kennametal and Pegasus on October 3, 2000).
(a)(7) Summary advertisement, as published on October 3, 2000 (incorporated by
reference to Exhibit (a)(7) to the Schedule TO filed by JLK, Kennametal
and Pegasus on October 3, 2000).
(a)(8) Opinion of CIBC World Markets Corp. dated September 8, 2000 (included
as Annex A to the Offer to Purchase filed as Exhibit (a)(1) to the
Schedule TO).