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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 1999
THE DERBY CYCLE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-61191 31-10396
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(State of incorporation or (Commission (I.R.S. Employer
or organization) File Number) (Identification No.)
22710 72nd Avenue South Kent, Washington 98032
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(Address of principal executive offices)
Registrant's telephone number, including area code: (253) 395-1100
This Report contains 4 pages.
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Item 2. ACQUISITION OR DEPOSITION OF ASSETS
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On February 4, 1999, The Derby Cycle Corporation (the "Company") acquired
the assets (and assumed certain liabilities) of the Diamond Back Group for
approximately $42.75 million in cash. The Diamond Back Group consists of Diamond
Back International Company Limited, a private British Virgin Islands company
("Diamond Back"), Western States Import Company Inc., a Delaware corporation
("Western States") and Bejka Trading A.B., a private Swedish company ("Bejka"),
each of which is engaged in the bicycle, bicycle parts and accessories and
fitness equipment distribution business. Western States and Bejka had worldwide
revenues of approximately $69.9 million and $4.1 million, respectively, for
their 1997 fiscal years. Diamond Back was essentially a holding company for the
group's intellectual property and did not generate material revenues.
The Company financed the acquisition of the Diamond Back Group by issuing
$20 million principal amount in subordinated notes (the "Subordinated Notes") to
an affiliate of the Government of Singapore and $22.75 million in newly issued
Class C Common Stock to DC Cycle, L.L.C. and Perseus Cycle, L.L.C., each an
existing shareholder of the Company. The Subordinated Notes mature in 2010 and
bear interest at an annual rate of 19% compounded daily.
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Item 5. OTHER
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On January 11, 1999, Gary S. Matthews became the new Chief Executive
Officer of the Company. Mr. Matthews was formerly the Managing Director of U.K.
Operations of Guinness Great Britain Limited.
Item 7. EXHIBITS
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None.
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SIGNATURE
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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, thereto duly authorized.
THE DERBY CYCLE CORPORATION
By: /s/ Simon J. Goddard
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Name: Simon J. Goddard
Title: Chief Financial Officer
Date: February 19, 1999
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