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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2000
FILE NO.: -
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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): NOVEMBER 7, 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 Identification No.)
of incorporation)
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
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ITEM 5. OTHER EVENTS
On November 7, 2000, JLK Direct Distribution Inc., a Pennsylvania corporation
("JLK"), along with Kennametal Inc., a Pennsylvania corporation ("Kennametal")
and an 83% owner of JLK, and Pegasus Acquisition Corporation, a Pennsylvania
corporation ("Pegasus") and a wholly owned subsidiary of Kennametal, filed
Amendment No. 2 to the Schedule TO under the Securities Exchange Act of 1934, as
amended. Amendment No. 2 to the Schedule TO includes a Supplement to the Offer
to Purchase dated November 7, 2000 (the "Supplement"). Also on November 7, 2000,
JLK filed Amendment No. 2 to the Schedule 14D-9 (together with Amendment No. 2
to the Schedule TO, the "Amendments"), which incorporates the Supplement by
reference to Amendment No. 2 to the Schedule TO.
The Amendments and the Supplement relate to JLK's tender offer to purchase all
of the outstanding shares of its Class A Common Stock, par value $.01 per share
(the "Shares") for a purchase price of $8.75 per share, net to the selling
shareowners in cash, without interest (the "Offer"). The tender offer was
commenced on October 3, 2000, when JLK, Kennametal and Pegasus initially filed
the Schedule TO. The Offer is scheduled to expire at 12:00 midnight on November
15, 2000, unless extended.
The Offer was made pursuant to a merger agreement, dated as of September 8,
2000, among JLK, Kennametal and Pegasus (the "Merger Agreement"). As soon as
practicable after the consummation of the Offer and the satisfaction or waiver
of certain merger conditions, Pegasus will merge with and into JLK (the
"Merger"), with JLK continuing as the surviving corporation. In the Merger,
each outstanding Share, other than Shares owned by Kennametal, Pegasus, or JLK
and shares held by public shareowners who perfect their appraisal rights under
Pennsylvania law, will be converted into the right to receive $8.75 net in cash,
without interest.
ITEM 7. EXHIBITS
(a) 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).
(b) 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).
(c) 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).
(d) 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
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: 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) 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).
(b) 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).
(c) 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).
(d) 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).