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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 22, 2000
Commission File Number 0001067447
THE DERBY CYCLE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-1038896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Daniel S. Lynch
The Derby Cycle Corporation
300 First Stamford Place (5th Floor)
Stamford, Connecticut 06902-6765
(Address of principal executive offices, including zip code)
Telephone: (203) 961 1666
(Registrant's telephone number, including area code)
This Report contains 4 pages.
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ITEM 5. OTHER EVENTS
COMPANY CLOSES REFINANCING WITH SENIOR BANK, EQUITY SPONSORS AND SOROS PRIVATE
EQUITY PARTNERS
The Derby Cycle Corporation (the "Company") announced today that it closed a
$31,000,000 refinancing with its senior lenders, its existing equity sponsors,
and a new equity sponsor, Soros Private Equity Partners. The bank financing
included a DM 26,500,000 increase ($11,500,000) in the Company's revolving
credit facility available to the Company during its peak borrowing season in
2001 and 2002. The equity financing included $12,000,000 in new equity money and
the conversion of $7,406,000 in junior subordinated debt to equity.
The Company issued $7,500,000 of Series D preferred stock bearing a 30% annual
cumulative dividend to Quantum Industrial Partners, LDC, a Soros affiliate, and
$2,250,000 to two of the Company's existing sponsors, Thayer Equity Investors
III, L.P. ("Thayer") and Perseus Cycle, LLC ("Perseus"). The Series D shares are
redeemable at any time at the option of the Company, and redeemable by the
holder upon a change of control as defined under the Company's indentures
governing its senior high yield notes, in each case, subject to restrictions
contained in the Company's senior credit facility. The Company also converted
$7,406,000 of junior subordinated notes and accrued interest held by Thayer and
Perseus into Series D-1 preferred stock. The Series D-1 preferred shares are
pari passu with the Series D shares and bear an annual cumulative dividend of
19%. All dividends on the Series D and the Series D-1 accrue until redemption.
The DM 26,500,000 ($11,500,000) increase on the revolver is available to the
Company during its next two peak seasons from January 1, 2001 to May 11, 2001
and January 1, 2002 to May 11, 2002. Other amendments to the senior facility
included a new maturity date of June 30, 2002 and a revised financial covenant
package.
Quantum will be entitled to appoint one representative to the Company's board of
directors.
STATEMENTS ABOUT THE COMPANY'S FUTURE PERFORMANCE ARE FORWARD LOOKING STATEMENTS
SUBJECT TO THE SAFE HARBOR CREATED BY THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. MANAGEMENT CAUTIONS THAT THE COMPANY'S PERFORMANCE IS HIGHLY
DEPENDENT UPON A VARIETY OF IMPORTANT FACTORS, INCLUDING, AMONG OTHER THINGS,
CYCLES OF CUSTOMER ORDERS, SHIPMENTS OF COMPONENTS FROM FOREIGN SUPPLIERS,
CHANGING CONSUMER TRENDS AND CURRENCY FLUCTUATIONS.
For further information, please contact:
Daniel S. Lynch
Chief Financial Officer
Derby Cycle Corporation
Tel: (203) 356-3681
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Item 7. Financial Statements and Exhibits
Exhibits Page number
4.1 Second Amended and Restated Shareholders' Agreement 7
4.2 Registration Agreement 42
10.9 Warrant Agreement 51
10.10 Purchase Agreement 71
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
The Derby Cycle Corporation Date
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By: /s/ Simon J. Goddard November 28, 2000
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Name: Simon J. Goddard
Title: Vice President and Corporate Controller
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