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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 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 21, 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 16, 2000, JLK Direct Distribution Inc. ("JLK") successfully
completed its cash tender offer to acquire all of the outstanding shares of its
Class A Common Stock for $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 (collectively, 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properly tendered and not withdrawn prior to the expiration of the tender offer.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 Inc.
("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, Kennametal and Pegasus Acquisition Corporation, a
wholly owned subsidiary of Kennametal ("Pegasus"), 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.
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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 21, 2000
JLK DIRECT DISTRIBUTION INC.
By: /s/ S. B. DUZY, JR.
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Name: S. B. Duzy, Jr.
Title: Acting Chief Operating Officer
