FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number 1-13059
JLK DIRECT DISTRIBUTION INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2896928
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
State Route 981 South
P. O. Box 231
Latrobe, Pennsylvania 15650
(Address of principal executive offices)
Registrant's telephone number, including area code: 412-539-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- ---------------------
Class A Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
As of August 29, 1997, the aggregate market value of the registrant's capital
stock held by non-affiliates of the registrant, estimated solely for the
purposes of this Form 10-K, was approximately $88,600,000. For purposes of
the foregoing calculation only, all directors and executive officers of the
registrant and each person who may be deemed to own beneficially more than 5%
of the registrant's Capital Stock have been deemed affiliates.
As of August 29, 1997, shares of Common Stock outstanding were:
Class A Common Stock - 4,917,000 Class B Common Stock - 20,237,000
<PAGE>
The undersigned registrant hereby amends and restates Item 5, Market for
Registrant's Common Equity and Related Stockholder Matters, of Part II from
its Annual Report on Form 10-K for the fiscal year ended June 30, 1997 as set
forth in the pages attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JLK DIRECT DISTRIBUTION INC.
By /s/ MICHAEL J. MUSSOG
--------------------------------------
Michael J. Mussog
Vice President and Chief Financial Officer
Date: October 16, 1997
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S CAPITAL STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's Class A Common Stock is traded on the New York Stock
Exchange (the "NYSE") under the symbol "JLK." The following table sets forth
the range of the high and low closing sales price as reported by the NYSE for
the period from June 27, 1997 (when the Company listed the Class A Common
Stock on the NYSE) to June 30, 1997:
Period High Low
------ ---- ---
June 27, 1997-June 30, 1997 $25 5/8 $24 3/8
On September 18, 1997, the last reported sales price for the Class A
Common Stock on the NYSE was $28.50 per share.
The number of shareholders of record of the Class A Common Stock as of
September 18, 1997, was 17. The number of shareholders of record of the
Company's Class B Common Stock as of September 18, 1997, was one.
The Company has not declared cash dividends on the Class A Common Stock
and does not have any plans to pay any cash dividends on the Class A Common
Stock in the foreseeable future. The Company anticipates that any earnings
that might be available to pay dividends on the Class A Common Stock will be
retained to finance the business of the Company.
Use of Proceeds from Registered Securities
- ------------------------------------------
The Company filed a registration statement on Form S-1, Registration No.
333-25989, which became effective on June 26, 1997 (the "Offering"), with
respect to the Company's initial public offering of its Class A Common Stock,
par value $0.01 per share ("Class A Common Stock"). The Offering commenced on
June 27, 1997 and contemplated the sale of 4,257,000 shares of the Class A
Common Stock, plus the sale of an additional 640,000 shares of the Class A
Common Stock pursuant to the exercise of the underwriters' over-allotment
option. The initial price to the public of the Class A Common Stock was
$20.00 per share. In connection with the Offering, Kennametal surrendered to
the Company 640,000 shares of Class B Common Stock equal to the number of
additional shares of Class A Common Stock purchased by the underwriters from
the Company. The Offering, including the sale of the over-allotment option
shares, terminated on July 2, 1997. Upon termination of the Offering,
4,897,000 shares of Class A Common Stock were outstanding and Kennametal held
20,237,000 shares of Class B Common Stock.
Managing underwriters for the Offering were Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Goldman, Sachs & Co. The number of securities sold
in the Offering was 4,897,000 shares of the Class A Common Stock at an
aggregate Offering price of $97,940,000. Underwriting discounts totaled
$6,733,375, and estimated expenses incurred in connection with the Offering
were $1,200,000. Total expenses were approximately $7,933,375.
The net proceeds from the Offering, after deducting underwriting
discounts and estimated expenses, were approximately $90.0 million, and:
(i) were used to repay $20.0 million of indebtedness related to a dividend
paid to Kennametal on April 28, 1997, (ii) were used to repay amounts due to
Kennametal totaling approximately $20.0 million related to acquisitions and
income taxes, (iii) will be used to spend $15-20 million to acquire or
construct a new Midwest distribution center in the Detroit, Michigan
metropolitan area, which is expected to be approximately 200,000 to 250,000
square feet in size and should be in operation by June 30, 1999, (iv) will be
used to provide working capital for new showrooms and Full Service Supply
Programs and (v) were used to fund acquisitions. Pending such uses, the net
proceeds have been loaned to Kennametal in exchange for a note bearing
interest at a fluctuating rate equal to Kennametal's short term borrowing
costs which provides for the repayment of amounts due thereunder on demand by
the Company. Kennametal maintains unused lines of credit to enable it to
repay any portion or all of such loans on demand by the Company.
