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Exhibit (a)(11)
SUPPLEMENT TO THE
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 NOVEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
November 7, 2000
To Our Clients:
Enclosed for your consideration is the Supplement to the Offer to Purchase
dated November 7, 2000 (the "Supplement") in connection with the offer by JLK
Direct Distribution Inc., a Pennsylvania corporation, pursuant to the merger
agreement (the "Merger Agreement") with Kennametal Inc. and Pegasus Acquisition
Corporation, a wholly owned subsidiary of Kennametal, to purchase all of the
outstanding shares of JLK 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
shareowners in cash, without interest thereon (the "Offer Price"), on 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 Letter of Transmittal, both of
which were sent to you in a previous mailing, and the Supplement, enclosed
herewith (which, together with the Offer to Purchase and the Letter of
Transmittal, each as amended or supplemented from time to time, collectively
constitute the "Offer").
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF
SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS.
If you have not yet tendered your Shares or have tendered but properly
withdrawn your Shares, we request instructions as to whether you wish us to
tender any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $8.75 per Share, net to you in cash without interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of JLK (the "JLK Board"), based upon the
unanimous recommendation of an independent special committee of the
Board, has unanimously approved the Offer, the Merger (as defined in the
Offer to Purchase) and the Merger Agreement, and has unanimously
determined that the Offer and the Merger are in the best interests of
JLK and fair to you the public shareowners, and unanimously recommends
that the you accept the Offer, and tender your Shares pursuant to the
Offer.
4. THE OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON NOVEMBER 15, 2000, UNLESS THE OFFER IS
EXTENDED.
5. 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. 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 at least 50% of
JLK's then outstanding shares of Class A Common Stock have been
purchased by JLK in the Offer. The Offer is also subject to other
conditions set forth in the Offer to Purchase.
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6. You will not be responsible for any stock transfer taxes applicable to
the purchase of Shares in the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, JLK Direct Distribution Inc.,
is not aware of any state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the opposite side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the opposite side of this letter. Your
instructions should be forwarded to us in sufficient time to permit us to submit
a tender on your behalf prior to the expiration of the Offer. IF YOU HAVE
PREVIOUSLY INSTRUCTED US TO TENDER YOUR SHARES AND HAVE NOT INSTRUCTED US TO
WITHDRAW SUCH SHARES, YOU NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE
THE OFFER PRICE OF $8.75 PER SHARE.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
JLK DIRECT DISTRIBUTION INC.
The undersigned acknowledge(s) receipt of the letter above and the enclosed
Supplement to the Offer to Purchase dated November 7, 2000, as well as the Offer
to Purchase, dated October 3, 2000, and the related Letter of Transmittal, all
relating to the Offer by JLK Direct Distribution Inc. ("JLK"), a Pennsylvania
corporation, to purchase shares of Class A Common Stock, par value $0.01 per
share (the "Shares"), of JLK, at a purchase price of $8.75 net per Share, to the
selling shareowner in cash without interest thereon (the "Offer Price"), upon
terms and subject to the conditions set forth in the Offer to Purchase.
This instructs you to tender the number of Shares indicated below (or, if
no number is indicated below, all Shares) held by you for the account of the
undersigned, on the terms and subject to the conditions set forth in the
Supplement, the Offer to Purchase and the Letter of Transmittal.
Number of Shares to be Tendered
____________________________ Shares
Account Number
____________________________________
Dated
____________________________ , 2000
SIGN HERE
_________________________________
_________________________________
Signature(s)
_________________________________
_________________________________
Print Name(s)
_________________________________
_________________________________
Address(es)
_________________________________
Telephone Number
_________________________________
Tax ID or Social Security Number
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