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Exhibit (a)(10)
SUPPLEMENT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
JLK DIRECT DISTRIBUTION INC.
AT
$8.75 NET PER SHARE
THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON NOVEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
November 7, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by JLK Direct Distribution Inc. ("JLK"), a
Pennsylvania corporation, to act as information agent in connection with JLK's
offer to purchase all of the outstanding shares of JLK Class A Common Stock, par
value $0.01 per share (the "Shares"), at a purchase price of $8.75 net per
Share, to the selling shareowner in cash, without interest thereon (the "Offer
Price"), pursuant to the merger agreement with Kennametal Inc. and Pegasus
Acquisition Corporation, a wholly owned subsidiary of Kennametal, and upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
October 3, 2000 (the "Offer to Purchase"), and in the Letter of Transmittal,
both of which were sent to you in a previous mailing, and in the Supplement to
the Offer to Purchase, dated November 7, 2000, enclosed herewith (which,
together with the Offer to Purchase and the Letter of Transmittal, each as
amended or supplemented from time to time, collectively constitute the "Offer").
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Supplement to the Offer to Purchase dated November 7, 2000; and
2. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to
the Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND RIGHTS TO WITHDRAW EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
NOVEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
Documents accompanying the Offer to Purchase, including the Letter of
Transmittal, Notice of Guaranteed Delivery, Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, and a return envelope
addressed to ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), remain
valid for use in tendering Shares. If you need additional copies of these
materials, please contact us (call collect) at (917) 320-6285.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date of the Offer (as defined
in the Offer to Purchase, as supplemented) a majority of all of JLK's then
outstanding shares of Class A Common Stock (the "Minimum Condition"). This
condition may only be waived by JLK with the consent of Kennametal; however, JLK
will waive this condition if Kennametal and Pegasus waive one of the conditions
to their obligation to consummate the merger, which is that JLK purchase at
least 50% of its outstanding shares of Class A Common Stock in the Offer. The
Offer is also subject to other conditions set forth in the Offer to Purchase, as
supplemented.
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Notwithstanding any other provision of the Offer, including the Minimum
Condition (also including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), JLK will accept for payment and
pay for Shares which are validly tendered prior to the Expiration Date and not
theretofore properly withdrawn when, as and if JLK gives oral or written notice
to the Depositary of JLK's acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (i) certificates
representing the Shares ("Share Certificates") or timely confirmation (a
"Book-Entry Confirmation") of the book-entry transfer with respect to, the
Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility"), pursuant to the procedures described in the
section of the Offer to Purchase captioned "The Offer -- 3. Procedures for
Accepting the Offer and Tendering Shares"; (ii) a properly completed and duly
executed Letter of Transmittal (or a properly completed and manually signed
facsimile thereof), with any required signature guarantees or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry transfer;
and (iii) any and all other documents required by the Letter of Transmittal.
JLK will not pay any fees or commissions to any broker or dealer or other
person (other than the Information Agent and the Depositary as described in the
Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. JLK
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies and other nominees for customary clerical and mailing costs
incurred by them in forwarding the enclosed materials to their customers.
JLK will pay or cause to be paid all stock transfer taxes applicable to
their purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.
In order to take advantage of the Offer, you must deliver before the
expiration of this Offer to the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase a duly executed and properly completed
Letter of Transmittal (or a facsimile thereof), with any required signature
guarantees (and any other documents required by the Letter of Transmittal), or
an Agent's Message in connection with a book-entry delivery of Shares; AND
either (a) the Share Certificates for the tendered Shares must be received by
the depositary at one of such addresses, or (b) the Shares must be tendered
pursuant to the procedure for book-entry transfer and a book-entry confirmation
must be received by the depositary, all in accordance with the instructions set
forth in the Letter of Transmittal and in the Offer to Purchase. SHARES
PREVIOUSLY VALIDLY TENDERED PURSUANT TO THE OFFER AND NOT PROPERLY WITHDRAWN ARE
VALIDLY TENDERED FOR PURPOSES OF THE EXTENDED OFFER AND THEREFORE NO FURTHER
ACTION IS REQUIRED IN ORDER TO TAKE ADVANTAGE OF THE OFFER.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedures
specified in the section of the Offer to Purchase captioned "The Offer -- 3.
Procedures for Accepting the Offer and Tendering Shares."
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, us at:
ChaseMellon Shareholder Services, L.L.C., 44 Wall Street, New York, New York,
10005, Telephone (call collect): (917) 320-6285.
Very truly yours,
ChaseMellon Shareholder Services,
L.L.C.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE
AGENT OF JLK, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF
THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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