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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2000
FILE NO. 005-51421
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(Amendment No. 1)
UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
JLK DIRECT DISTRIBUTION INC.
(Name of Subject Company)
JLK DIRECT DISTRIBUTION INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
46621C105
(CUSIP Number of Class of Securities)
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Please send all correspondence to: With a copy to:
KEVIN G. NOWE, SECRETARY LEWIS U. DAVIS, JR.
JLK DIRECT DISTRIBUTION INC. BUCHANAN INGERSOLL
1600 TECHNOLOGY WAY PROFESSIONAL CORPORATION
P.O. BOX 231 ONE OXFORD CENTRE
LATROBE 301 GRANT STREET
PENNSYLVANIA PITTSBURGH
15650-0231 PENNSYLVANIA
(724) 539-5000 15219-1410
(412) 562-8880
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person(s) filing statement)
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 to Rule 14d-9 Solicitation/Recommendation
Statement (as amended, this "Statement") on Schedule 14D-9 is being filed
concurrently with the filing of Amendment No. 1 to the Tender Offer Statement on
Schedule TO under the Securities Exchange Act of 1934 (the Tender Offer
Statement on Schedule TO, as amended by Amendment No. 1 thereto, is hereafter
referred to as the "Tender Offer Statement"). The underlying Rule 14d-9
transaction relates to a Merger Agreement dated as of September 8, 2000 (the
"Merger Agreement"), among JLK Direct Distribution Inc., a Pennsylvania
corporation ("JLK"), Kennametal Inc., a Pennsylvania corporation ("Kennametal"),
and Pegasus Acquisition Corporation, a Pennsylvania corporation ("Pegasus"). The
Merger Agreement provides for an issuer tender offer by JLK to purchase all of
the outstanding shares of its Class A common stock, par value $0.01 per share,
at a purchase price of $8.75 per share, net to the seller in cash, without
interest, which tender offer was commenced pursuant to the terms and is subject
to the conditions set forth in the Offer to Purchase dated October 3, 2000 and
related Letter of Transmittal (previously filed with the Securities and Exchange
Commission as Exhibits (a)(1) and (a)(2), respectively, to this Statement) and
the Press Release dated November 1, 2000 (being filed herewith as Exhibit
(a)(9)), followed by the merger (the "Merger") of Pegasus with and into JLK,
with JLK surviving the Merger. Pegasus was formed by Kennametal in connection
with the Merger.
The information in the Tender Offer Statement, including all schedules
and annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Statement.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
(a)(9) Press Release, dated November 1, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 1, 2000
JLK DIRECT DISTRIBUTION INC.
By: /s/ S. B. Duzy, Jr.
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Name: S. B. Duzy, Jr.
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Title: Acting Chief Operating Officer
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EXHIBIT INDEX
(a)(9) Press Release, dated November 1, 2000.
