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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 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 1, 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 1, 2000, JLK Direct Distribution Inc., an 83 percent owned
subsidiary of Kennametal Inc., issued the following press release:
JLK DIRECT DISTRIBUTION INC. ANNOUNCES
EXTENSION OF TENDER OFFER
Latrobe, Pa. - November 1, 2000 - JLK Direct Distribution Inc. (NYSE:JLK)
announced that the expiration date of its pending tender offer for all of the
outstanding shares of its Class A Common Stock for $8.75 per share has been
extended until November 15, 2000. The offer was to have expired at 12:00
midnight on October 31, 2000. JLK intends to distribute to its shareowners a
Supplement to its Offer to Purchase containing supplemental disclosures which,
among other matters, will be provided to comply with comments received from the
staff of the Securities and Exchange Commission.
The offer is currently scheduled to expire at 12:00 midnight on November 15,
2000. As of the close of business on October 31, 2000, there were 4,288,410
shares of JLK Class A Common Stock issued and outstanding, of which
approximately 4,028,526 have been tendered in the offer and not withdrawn,
according to the most recent report from the depositary for the tender offer.
JLK reserves the right to further extend the offer and if it extends the offer
again, a public announcement will be made no later than 9:00 a.m. on November
16, 2000. The Supplement to the Offer to Purchase is expected to be mailed to
JLK shareowners on or before November 7, 2000. JLK shareowners that have already
tendered their shares pursuant to the Offer to Purchase dated October 3, 2000
will not be required to re-tender their shares unless they elect to rescind
their original tender. Shareowners that tender pursuant to the Offer to Purchase
have the right to rescind their tender and withdraw their shares at any time
prior to acceptance of shares for payment in the tender by JLK.
ChaseMellon Shareholder Services, L.L.C. is acting as the Information Agent for
the tender offer and may be reached at (888) 634-6468.
Copies of the tender offer statement already filed, and the Supplement when it
is filed, with the SEC may be obtained for free at the SEC's website at
www.sec.gov. Copies of these documents may also be obtained free of charge from
the Information Agent.
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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 1, 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
