<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 30, 1996
BEC GROUP, INC.
---------------
(Exact name of Registrant as specified in charter)
Delaware 1-14360 13-3868804
(State of Incorporation) (Commission File No.) (IRS Employer Id. No.)
Suite B-302, 555 Theodore Fremd Avenue, Rye, New York 10580
-------------------------------------------------------- -----
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 967-9400
------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1 of 3.
No Exhibit Index.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Registrant is engaged in discussions regarding prospective transactions
which, if consummated, will have a material impact on the Registrant and its
financial results.
The Registrant has determined to divest its Foster Grant Group ("Foster Grant")
operation. Foster Grant markets and distributes popular priced sunglasses,
reading glasses and eyewear accessories. During 1995 and into 1996, Foster
Grant's performance has failed to meet the Registrant's expectations, and
Foster Grant has undergone substantial restructuring in an effort to restore
profitability levels. The Registrant has determined that Foster Grant's full
recovery will require longer than originally anticipated and that it is in the
best interests of both the Registrant and Foster Grant that Foster Grant
operate in a private company environment rather than as a substantial component
part of a publicly held company. Consequently, the Registrant has entered into
discussions with prospective investor groups, including Foster Grant
management, regarding the sale of Foster Grant. Based on such discussions, the
Registrant is cautiously optimistic that a sale can be completed prior to the
release of third quarter results, although no agreement has been executed as of
the date of this Current Report on Form 8-K. It is anticipated that the
purchase price would be approximately $45 million, with a further payment of up
to $15 million to the Registrant possible based on Foster Grant's future
performance. Mr. Martin E. Franklin, the Registrant's Chairman and Chief
Executive Officer, has indicated a willingness to participate with an investor
group as a minority investor. The Registrant has created an independent
committee of disinterested Board members to evaluate offers that may be
received, and it is the intent of the Board of Directors to retain an
investment banking firm to render a fairness opinion on any transaction that
may be negotiated.
Additionally, the Registrant is engaged in preliminary discussions
with the manufacturer and certain key independent distributors of Bolle(R) brand
products regarding the prospective consolidation and unification of the Bolle(R)
brand worldwide. Bolle America, Inc. ("Bolle America"), a wholly-owned
subsidiary of the Registrant, is the exclusive licensee of the Bolle(R) brand in
North America and is the largest independent distributor of Bolle(R) brand
products in the world. It is the Regisrant's intent to actively pursue these
discussions.
There can be no assurance that either of the transactions described herein will
be consummated or, if consummated, will be consummated on the terms presently
under discussion.
2
<PAGE> 3
BEC GROUP, INC.
SIGNATURES
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.
BEC GROUP, INC.
By: /s/ Ian Ashken
------------------------
Ian Ashken
Chief Financial Officer
DATE: JULY 30, 1996
3
