SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
JLK DIRECT DISTRIBUTION INC.
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(Name of Issuer)
Class A Common Stock, par value $.01
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(Title of Class of Securities)
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46621C105
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(CUSIP Number)
with a copy to:
Alexander J. Roepers Allen B. Levithan
Atlantic Investment Management, Inc. LOWENSTEIN SANDLER PC
750 Lexington Avenue 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 688-6644 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 12, 2000
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 46621C105
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Atlantic Investment Management, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ------ (b) ------
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: Delaware
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Number of 7) Sole Voting Power: 0*
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Shares Beneficially 8) Shared Voting Power: 0*
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Owned by
Each Reporting 9) Sole Dispositive Power: 0*
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Person With: 10) Shared Dispositive Power: 0*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 0*
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14) Type of Reporting Person (See Instructions): IA
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* See Items 2 and 5 for additional details.
<PAGE>
Item 2. Identity and Background
Item 2 (a) of the Schedule 13D is hereby amended to read as follows:
(a) This statement is filed by the Reporting Person, with respect to
shares of the Issuer's Class A Common Stock, par value $0.01 per share (the
"Shares") over which the Reporting Person had sole dispositive and voting power
by reason of serving as the investment advisor to (i) AJR International (BVI)
Inc., a British Virgin Islands company ("AJR"), (ii) Quest Capital Partners,
L.P., a Delaware limited partnership ("Quest") and (iii) several managed
accounts (the "Managed Accounts"). Mr. Alexander J. Roepers serves as the
president and sole shareholder of the Reporting Person and the general partner
of Quest.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to read as follows:
(a) Based upon the information contained in the Issuer's most recently
filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, there
were issued and outstanding 4,273,410 Shares as of April 28, 2000.
(b) The Reporting Person does not directly own any Shares. The
Reporting Person has entered into an investment advisory agreement with each of
AJR, Quest and the Managed Accounts, pursuant to which the Reporting Person has
investment authority with respect to the securities held by each entity or in
each account. This authority includes the power to dispose of and the power to
vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, the Reporting Person is deemed to be the
beneficial owner of the Shares held by such entities. As of September 12, 2000
none of AJR, Quest or the Managed Accounts was the beneficial owner of any
Shares. On such date, the Reporting Person ceased to be the beneficial owner of
five percent of the Shares then issued and outstanding.
<PAGE>
(c) The following table details the transactions by the Reporting
Person, on behalf of AJR, Quest and the Managed Accounts, in the Shares during
the past 60 days:
<TABLE>
<S> <C> <C> <C>
Date Quantity Price Type of Transaction
----- -------- ----- -------------------
09/12/00 419,500 $8.588 Open Market Sale
</TABLE>
Except for the transactions listed above, neither the Reporting Person,
nor any entity for which the Reporting Person serves as investment advisor, nor
any person or entity controlled by the Reporting Person, has traded Shares
during the past 60 days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 25, 2000
ATLANTIC INVESTMENT MANAGEMENT, INC.
By:/s/Alexander J. Roepers
_________________________________
Alexander J. Roepers, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
