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Exhibit (a)(5)
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 OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
October 3, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated October 3,
2000 and the related Letter of Transmittal in connection with the offer by JLK
Direct Distribution Inc., a Pennsylvania corporation ("JLK"), pursuant to the
merger agreement (the "Merger Agreement") with Kennametal Inc. and Pegasus
Acquisition Corporation, a wholly owned subsidiary of Kennametal, to purchase
all of the outstanding shares of its 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
shareowners in cash, without interest thereon (the "Offer Price"), on 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 enclosed Letter of Transmittal
(the "Letter of Transmittal", which, together with the Offer to Purchase, each
as amended or supplemented from time to time, together constitute the "Offer").
We are the holder of record of Shares held for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $8.75 per Share, net to you in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of JLK (the "JLK Board"), based upon the
unanimous recommendation of an independent special committee of the Board,
has unanimously approved the Offer, the Merger (as defined in the Offer to
Purchase) and the Merger Agreement, and has unanimously determined that the
Offer and the Merger are in the best interests of JLK and fair to the
public shareowners, and unanimously recommends that you accept the Offer,
and tender your Shares pursuant to the Offer.
4. The Offer and your right to withdraw your shares will expire at
12:00 midnight, Eastern time, on October 31, 2000, unless the Offer is
extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) a majority of all of JLK's then outstanding
shares of Class A Common Stock. 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.
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6. You will not be responsible for any stock transfer taxes applicable
to the purchase of Shares in the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal. However, if the Substitute Form
W-9 that is included in the Letter of Transmittal is not completed and
signed, you may be subject to a required backup federal income tax
withholding of 31% of the gross proceeds payable to you.
Except as disclosed in the Offer to Purchase, JLK is not aware of any state
in which the making of the Offer is prohibited by administrative or judicial
action pursuant to any valid state statute.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the opposite side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the opposite side of this letter. Your
instructions should be forwarded to us in sufficient time to permit us to submit
a tender on your behalf prior to the expiration of the Offer.
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INSTRUCTIONS
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
JLK DIRECT DISTRIBUTION INC.
The undersigned acknowledge(s) receipt of the letter above and the enclosed
Offer to Purchase dated October 3, 2000, and the related Letter of Transmittal
relating to the Offer by JLK Direct Distribution Inc., a Pennsylvania
corporation, to purchase shares of its 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, upon terms and subject to the
conditions set forth in the Offer to Purchase.
This instructs you to tender the number of Shares indicated below (or, if
no number is indicated below, all Shares) held by you for the account of the
undersigned, on the terms and subject to the conditions set forth in the Offer
to Purchase and Letter of Transmittal.
Number of Shares to be Tendered:
----------------------------------------------------- Shares
Account Number
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Dated
---------------------------------------------- , 2000
SIGN HERE
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Signature(s)
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Print Name(s)
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Address(es)
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Telephone Number
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Tax ID or Social Security Number
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