Filed Pursuant to Rule 424(b)(3)
Reg. No. 333-44969
Supplement dated September 14, 1998
to
OFFER TO EXCHANGE
all outstanding
9 7/8% SENIOR SUBORDINATED NOTES DUE 2007
($130,000,000 principal amount outstanding)
for
9 7/8% SENIOR SUBORDINATED NOTES DUE 2007
of
DESA INTERNATIONAL, INC.
dated August 7, 1998
The Company has been advised that Childs and UBS Capital have been
engaged in negotiations to sell substantially all of the Holdings Preferred
Stock, and certain of the shares of Common Stock and warrants to acquire Common
Stock of Holdings, held by them to ReliaStar Financial Corp. and certain
affiliates of PPM America, Inc. (collectively, the "PPM/ReliaStar Parties"). No
assurance may be given that the purchase of such securities by the PPM/ReliaStar
Parties will ultimately be consummated. However, Holdings expects that, in
connection with such purchases, it will be required to provide certain
representations and warranties to the PPM/ReliaStar Parties in the agreement
among the PPM/ReliaStar Parties, Childs and UBS Capital providing for the
purchase of such securities (the "Purchase Agreement"), to agree to
modifications to the existing Stockholders Agreement and to agree to enter into
a "tag-along" agreement (the "Tagalong Agreement") for the benefit of the
PPM/ReliaStar Parties.
Holdings anticipates that the provisions of the Purchase Agreement will
include restrictions on payments or distributions by Holdings to its equity
security holders and on certain significant corporate actions, in each case
without the consent of the PPM/ReliaStar Parties, and to permit representatives
of the PPM/ReliaStar Parties to attend meetings of its board of directors.
Holdings also anticipates that the Purchase Agreement will include provisions
obligating Holdings to offer to redeem the Holdings Preferred Stock (or, after
the issuance of Exchange Notes in exchange therefor, the Exchange Notes)
following the occurrence of any Change of Control (as defined in the Indenture)
to the maximum extent then permitted pursuant to indentures and debt agreements
(including the Indenture) to which the Company and Holdings are then subject.
Holdings anticipates that the modifications to the Stockholders
Agreement will provide, among other things, for the inclusion of any Holdings
Common Stock and warrants to acquire Common Stock of Holdings held by the
PPM/ReliaStar Parties in the "tagalong," "dragalong" and "registration" rights
provided under the Stockholders Agreement and to provide the PPM/ReliaStar
Parties, as a group, with certain preemptive rights with respect to future
issuances of preferred stock of Holdings. Holdings anticipates that the Tagalong
Agreement will restrict the ability of Childs to transfer Common Stock of
Holdings to third parties unless a simultaneous offer is made to purchase all of
the Holdings Preferred Stock (or, after the issuance of Exchange Notes in
exchange therefor, the Exchange Notes) then outstanding.
