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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2000
FILE NO. 005-51421
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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JLK DIRECT DISTRIBUTION INC.
(Name of Subject Company)
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JLK DIRECT DISTRIBUTION INC.
KENNAMETAL INC.
PEGASUS ACQUISITION CORPORATION
(Names of Filing Persons -- Offerors)
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CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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46621C105
(CUSIP Number of Class of Securities)
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Please send all correspondence to: With a Copy to:
KEVIN G. NOWE, SECRETARY LEWIS U. DAVIS, JR.
JLK DIRECT DISTRIBUTION INC. BUCHANAN INGERSOLL
1600 TECHNOLOGY WAY PROFESSIONAL CORPORATION
P.O. BOX 231 ONE OXFORD CENTRE
LATROBE 301 GRANT STREET
PENNSYLVANIA PITTSBURGH
15650-0231 PENNSYLVANIA
(724) 539-5000 15219-1410
(412) 562-8880
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of filing person)
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CALCULATION OF FILING FEE
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Transaction Valuation (1) Amount of Filing Fee (2)(3)
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$38,836,088 $7,768
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(1) Estimated for purposes of calculating amount of filing fee only. This amount
assumes the purchase of all outstanding shares of Class A Common Stock (the
"Shares") of JLK Direct Distribution Inc. ("JLK") at the tender offer price of
$8.75 per Share. As of October 2, 2000, there were (1) 4,288,410 Shares issued
and outstanding and (2) unexercised options to acquire 150,000 Shares with an
exercise price of less than $8.75 per Share. Based on the foregoing, the
transaction value is equal to the product of (1) the sum of 4,288,410 Shares
outstanding and 150,000 Shares subject to options to purchase Shares with an
exercise price of less than $8.75 per Share, and (2) $8.75 per Share.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent (1%)
of the value of the transaction.
(3) Previously paid.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $ 7,768
Filing Party: JLK Direct Distribution Inc., Kennametal Inc., and
Pegasus Acquisition Corporation.
Form or Registration No.: Schedule TO
Date Filed: October 3, 2000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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This Amendment No. 2 amends the Tender Offer Statement on Schedule TO,
initially filed on October 3, 2000, relating to the tender offer by JLK Direct
Distribution Inc., a Pennsylvania corporation ("JLK"), to purchase all of the
outstanding shares of its Class A common stock, par value $0.01 per share,
tendered pursuant to the tender offer at a purchase price of $8.75 per share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 3, 2000 (the "Offer
to Purchase"), the Press Release dated November 1, 2000, the Supplement to the
Offer to Purchase, dated November 7, 2000 (collectively, the "Supplemented Offer
to Purchase"), and in the related Letter of Transmittal.
Copies of the Offer to Purchase, the related Letter of Transmittal, and
the Press Release dated November 1, 2000 were previously filed with the
Securities and Exchange Commission as Exhibits (a)(1), (a)(2), and (a)(8),
respectively, and the Supplement is being filed as Exhibit (a)(9), to the
Schedule TO. The information in the Supplemented Offer to Purchase and the
related Letter of Transmittal is hereby expressly incorporated herein in
response to all the Items of the Tender Offer Statement on Schedule TO, except
as otherwise expressly set forth below.
ITEM 12. EXHIBITS.
Item 12 is hereby supplemented and amended by adding the following:
(a)(9) Supplement to the Offer to Purchase, dated November 7, 2000.
(a)(10) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(11) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(12) Memorandum of Understanding among Schiffrin & Barroway LLP, Harnes
Keller LLP, and Buchanan Ingersoll Professional Corporation, dated as
of November 3, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 7, 2000
JLK DIRECT DISTRIBUTION INC.
By: /s/ Stanley B. Duzy, Jr.
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Name: Stanley B. Duzy, Jr.
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Title: Acting Chief Operating Officer
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KENNAMETAL INC.
By: /s/ David T. Cofer
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Name: David T. Cofer
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Title: Vice President
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PEGASUS ACQUISITION CORPORATION
By: /s/ David T. Cofer
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Name: David T. Cofer
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Title: Secretary
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EXHIBIT INDEX
(a)(9) Supplement to the Offer to Purchase, dated November 7, 2000.
(a)(10) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(11) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(12) Memorandum of Understanding among Schiffrin & Barroway LLP, Harnes
Keller LLP, and Buchanan Ingersoll Professional Corporation, dated
as of November 3, 2000.