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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 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(Amendment No. 2)
UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
JLK DIRECT DISTRIBUTION INC.
(Name of Subject Company)
JLK DIRECT DISTRIBUTION INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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 the person(s) filing statement)
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 2 to Rule 14d-9 Solicitation/Recommendation
Statement (as amended, this "Statement") on Schedule 14D-9 is being filed
concurrently with the filing of Amendment No. 2 to the Tender Offer Statement on
Schedule TO under the Securities Exchange Act of 1934 (the Tender Offer
Statement on Schedule TO, as amended by Amendment No. 1 and Amendment No. 2
thereto, is hereafter referred to as the "Tender Offer Statement"). The
underlying Rule 14d-9 transaction relates to a Merger Agreement dated as of
September 8, 2000 (the "Merger Agreement"), among JLK Direct Distribution Inc.,
a Pennsylvania corporation ("JLK"), Kennametal Inc., a Pennsylvania corporation
("Kennametal"), and Pegasus Acquisition Corporation, a Pennsylvania corporation
("Pegasus"). The Merger Agreement provides for an issuer tender offer by JLK to
purchase all of the outstanding shares of its Class A common stock, par value
$0.01 per share, at a purchase price of $8.75 per share, net to the seller in
cash, without interest, which tender offer was commenced pursuant to the terms
and is subject to the conditions set forth in the Offer to Purchase dated
October 3, 2000, the related Letter of Transmittal, the Press Release dated
November 1, 2000 (previously filed with the Securities and Exchange Commission
as Exhibits (a)(1), (a)(2), and (a)(9), respectively, to this Statement) and the
Supplement to the Offer to Purchase, dated November 7, 2000 (filed herewith as
Exhibit (a)(10)), followed by the merger (the "Merger") of Pegasus with and into
JLK, with JLK surviving the Merger. Pegasus was formed by Kennametal in
connection with the Merger.
The information in the Tender Offer Statement, including all schedules
and annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Statement.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
(a)(10) Supplement to the Offer to Purchase, dated November 7, 2000
(incorporated by reference to Exhibit (a)(9) to Amendment No. 2 to the
Schedule TO filed by JLK, Kennametal and Pegasus on November 7, 2000).
(a)(11) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit (a)(10) to Amendment No. 2 to the Schedule TO filed by JLK,
Kennametal and Pegasus on November 7, 2000).
(a)(12) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(11) to Amendment No. 2 to the Schedule TO
filed by JLK, Kennametal and Pegasus on November 7, 2000).
(a)(13) Memorandum of Understanding among Schiffrin & Barroway LLP, Harnes
Keller LLP, and Buchanan Ingersoll Professional Corporation, dated as
of November 3, 2000 (incorporated by reference to Exhibit (a)(12) to
Amendment No. 2 to the Schedule TO filed by JLK, Kennametal and Pegasus
on November 7, 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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EXHIBIT INDEX
(a)(10) Supplement to the Offer to Purchase, dated November 7, 2000
(incorporated by reference to Exhibit (a)(9) to Amendment No. 2 to the
Schedule TO filed by JLK, Kennametal and Pegasus on November 7, 2000).
(a)(11) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit (a)(10) to Amendment No. 2 to the Schedule TO filed by JLK,
Kennametal and Pegasus on November 7, 2000).
(a)(12) Revised Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(11) to Amendment No. 2 to the Schedule TO
filed by JLK, Kennametal and Pegasus on November 7, 2000).
(a)(13) Memorandum of Understanding among Schiffrin & Barroway LLP, Harnes
Keller LLP, and Buchanan Ingersoll Professional Corporation, dated
as of November 3, 2000. (incorporated by reference to Exhibit (a)(12)
to Amendment No. 2 to the Schedule TO filed by JLK, Kennametal and
Pegasus on November 7, 2000).