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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): SEPTEMBER 12, 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
of incorporation) Identification No.)
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 September 12, 2000, JLK Direct Distribution Inc. (JLK), an 83 percent-owned
subsidiary of Kennametal Inc. (Kennametal), issued the following news release:
JLK EXPECTS TO RECOGNIZE SPECIAL CHARGES OF $15 - $20 MILLION
ASSOCIATED WITH ITS BUSINESS IMPROVEMENT PLAN
LATROBE, Pa., September 12, 2000 - JLK Direct Distribution Inc. (NYSE:JLK) today
announced that it expects to recognize special charges of $15 to $20 million as
part of its business improvement plan. The plan is expected to be completed
during the first half of fiscal 2002. Plans will include the closing and
consolidation of warehouses, satellite operations and call centers, asset
writedowns and associated workforce reductions.
JLK recently announced a definitive merger agreement for Kennametal Inc.
(NYSE:KMT) to acquire the outstanding shares of JLK that Kennametal does not
already own following a cash tender offer to be made by JLK for its shares.
JLK sells a broad range of metalworking consumables and related products,
including a full line of cutting tools, carbide and other metalworking inserts,
abrasives, drills, machine tool accessories and other industrial supplies. The
company markets to the needs of the small- and medium-sized customers through
its direct marketing catalog and showroom programs and serves medium- and
large-sized industrial manufacturers through integrated industrial supply
programs and distributor-based direct field sales.
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This release contains "forward looking statements" as defined by Section 21E of
the Securities Exchange Act of 1934. Actual results may differ materially from
those expressed or implied in the forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to, the
extent that the economic conditions in the United States and, to a lesser
extent, Europe are not sustained, risks associated with integrating businesses
and restructuring actions, demands on management resources and competition. The
company undertakes no obligation to publicly release any revisions to
forward-looking statements to reflect events or circumstances occurring after
the date hereof.
Disclosure materials, including a tender offer statement describing the merger
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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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.
JLK DIRECT DISTRIBUTION INC.
Date: September 12, 2000 By: /s/ DIANA L. SCOTT
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Diana L. Scott
Vice President,
Chief Financial Officer
and Treasurer
