1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2000
FILE NO. 005-51421
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE TO
(AMENDMENT NO. 4)
(FINAL AMENDMENT)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------
JLK DIRECT DISTRIBUTION INC.
(Name of Subject Company)
-----------
JLK DIRECT DISTRIBUTION INC.
KENNAMETAL INC.
PEGASUS ACQUISITION CORPORATION
(Names of Filing Persons -- Offerors)
-----------
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
-----------
46621C105
(CUSIP Number of Class of Securities)
-----------
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)
-----------
CALCULATION OF FILING FEE
- ------------------------------------------------------- -----------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (2)(3)
- ------------------------------------------------------- -----------------------------------------------------
$38,836,088 $7,768
- ------------------------------------------------------- -----------------------------------------------------
(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: [X]
================================================================================
2
This final Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule TO originally filed by JLK Direct Distribution Inc., a
Pennsylvania corporation ("JLK"), Kennametal Inc., a Pennsylvania corporation
("Kennametal"), and Pegasus Acquisition Corporation, a Pennsylvania corporation
("Pegasus"), on October 3, 2000, as amended, relating to the tender offer by 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, as amended and supplemented by the Press Release dated November 1, 2000
and the Supplement to the Offer to Purchase dated November 7, 2000, and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer").
The Offer expired at 12:00 midnight, Eastern time, on November 15,
2000. Based upon the final count of the Depositary, a total of 4,129,353 shares
were properly tendered and not withdrawn prior to the expiration of the tender
offer. After giving effect to the purchase of the shares tendered, Kennametal
beneficially owned approximately 99.2% of the outstanding shares of JLK's common
stock.
On November 21, 2000, in accordance with the merger agreement, dated
as of September 8, 2000, among JLK, Pegasus and Kennametal, JLK consummated a
merger with Pegasus whereby JLK became a wholly owned subsidiary of Kennametal.
In the merger, shares of JLK Class A Common Stock that were not tendered in the
tender offer (other than those held by Kennametal or Pegasus) were converted
into the right to receive $8.75 in cash.
3
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 21, 2000
JLK DIRECT DISTRIBUTION INC.
By: /s/ S. B. Duzy, Jr.
--------------------------------------
Name: S. B. Duzy, Jr.
------------------------------------
Title: Acting Chief Operating Officer
-----------------------------------
KENNAMETAL INC.
By: /s/ David T. Cofer
--------------------------------------
Name: David T. Cofer
------------------------------------
Title: Vice President
-----------------------------------
PEGASUS ACQUISITION CORPORATION
By: /s/ David T. Cofer
--------------------------------------
Name: David T. Cofer
------------------------------------
Title: Secretary
-----------------------------------