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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): JULY 21, 2000
KENNAMETAL INC.
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(Exact name of registrant as specified in its charter)
Commission file number 1-5318
PENNSYLVANIA 25-0900168
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
WORLD HEADQUARTERS
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650-0231
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(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 July 20, 2000, Kennametal Inc. issued a news release announcing that it has
made a proposal to JLK Direct Distribution Inc. (JLK), an 83 percent-owned
subsidiary of Kennametal Inc., to acquire the outstanding shares of JLK that it
does not already own for $6.70 per share in cash. The text of the news release
is as follows:
KENNAMETAL INC. PROPOSES ACQUISITION OF MINORITY INTEREST IN ITS JLK DIRECT
DISTRIBUTION INC. SUBSIDIARY
LATROBE, Pa., July 20, 2000 - Kennametal Inc. (NYSE: KMT) announced that it has
made a proposal to JLK Direct Distribution Inc. (NYSE: JLK) to acquire the
outstanding shares of JLK that it does not already own for $6.70 per share in
cash.
Kennametal currently owns approximately 83% of JLK. The aggregate value of the
transaction would be approximately $28.7 million to acquire the minority
interest of approximately 4.3 million shares.
The proposal is subject to the approval of the JLK Board of Directors, including
the approval of the special committee comprised of the independent directors of
the JLK Board, and to conditions customary in transactions of this type. The
proposal is not conditioned on financing.
Kennametal reserves the right to amend or withdraw this proposal at any time at
its sole discretion. Kennametal does not anticipate making further announcements
regarding this matter until such time as an agreement has been reached or until
negotiations are terminated.
Kennametal is a global leader in providing tools, tooling systems and solutions
to the metalworking, mining, highway construction, oil and energy industries,
and wear-resistant parts for a wide range of industries. Headquartered in
Latrobe, Pa., Kennametal has approximately 13,000 employees worldwide and annual
sales of approximately $1.9 billion.
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This press release does not constitute an offer to, or solicitation of, the
minority shareowners of JLK. If a definitive agreement is entered into with JLK,
disclosure materials describing the agreement and the structure of the
transaction thereafter will be filed with the Securities and Exchange Commission
and transmitted to the minority shareowners for their careful review.
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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.
KENNAMETAL INC.
Date: July 21, 2000 By: /s/ FRANK P. SIMPKINS
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Frank P. Simpkins
Corporate Controller and
Chief Accounting Officer
