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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2000
FILE NO.: -
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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): NOVEMBER 16, 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 Identification No.)
of incorporation)
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 November 16, 2000, JLK Direct Distribution Inc., a subsidiary of Kennametal
Inc., issued the following press release:
JLK DIRECT DISTRIBUTION INC. ANNOUNCES
COMPLETION OF TENDER OFFER
Latrobe, Pa. - November 16, 2000 - JLK Direct Distribution Inc. (NYSE:JLK)
announced the successful completion of its cash tender offer to acquire all of
the outstanding shares of its Class A Common Stock for $8.75 per share.
The tender offer expired as of 12:00 midnight, Eastern time, on November 15,
2000. An aggregate of 4,141,603 shares (including 15,925 shares subject
to guarantees of delivery) were properly tendered and not withdrawn prior to
the expiration of the tender offer. After giving effect to the purchase of the
shares tendered, Kennametal Inc. beneficially owns approximately 99.4% of the
outstanding shares of JLK's common stock.
JLK also announced today that it intends to promptly effect a merger with
Pegasus Acquisition Corporation, a wholly owned subsidiary of Kennametal, as a
result of which JLK will become a wholly owned subsidiary of Kennametal.
Pursuant to the merger, JLK shareowners who did not tender their shares in the
tender offer and who do not seek appraisal of their shares under Pennsylvania
law will have their shares converted into the right to receive $8.75 per share
in cash. The merger will be completed as soon as practicable.
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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.
Date: November 16, 2000
JLK DIRECT DISTRIBUTION INC.
By: /s/ S. B. DUZY, JR.
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Name: S. B. Duzy, Jr.
Title: Acting Chief Operating Officer
