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EXHIBIT 99.1
KENNAMETAL INC. AND JLK DIRECT DISTRIBUTION INC.
ANNOUNCE AGREEMENT ON ACQUISITION OF JLK MINORITY INTEREST
LATROBE, Pa., September 11,2000 -- Kennametal Inc. (NYSE: KMT) and JLK Direct
Distribution Inc. (NYSE: JLK) announced that they have entered into a definitive
merger agreement for Kennametal to acquire the outstanding shares of JLK that
Kennametal does not already own. Pursuant to the agreement, JLK has agreed to
commence a cash tender offer for all of its shares of Class A Common Stock at a
price of $8.75 per share. Following JLK's purchase of shares in the tender
offer, Kennametal will acquire the remainder of the minority shares at the same
price in a merger.
Kennametal currently owns approximately 83% of JLK. The aggregate value
of the entire transaction would be approximately $37 million to acquire the
minority interest of approximately 4.3 million shares.
The transaction has been unanimously approved by JLK's Board of
Directors, including its special committee comprised of independent directors of
the JLK Board. CIBC World Markets Corp acted as financial adviser to the special
committee. The transaction is not conditioned on financing, but is subject to
conditions set forth in the merger agreement.
Disclosure materials, including a tender offer statement describing the
agreement and the structure of the transaction, will be filed with the
Securities and Exchange Commission (SEC) and transmitted to the minority
shareholders of JLK for their careful review. Investors and security holders of
JLK are urged to read these disclosure materials when they become available
because they will contain important information. When these and other documents
are filed with the SEC, they may be obtained for free at the SEC's website at
www.sec.gov. Copies of these documents, when available, may also be obtained
free of charge from Kennametal and JLK by directing requests to David T. Cofer
at the executive headquarters of the companies (724-539-5000).
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