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 8, 1996
THE LEHIGH GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1920670
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1-155
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(Commission File Number)
810 Seventh Avenue
New York, New York 10019
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code(212) 333-2620
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
Attached as an exhibit hereto is the Company's press release dated July
9, 1996, which is being filed under cover of this Current Report on Form 8-K
pursuant to Rule 135C(d) of the Securities Act of 1933, as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits -
99 - Press Release dated July 9, 1996
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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 thereunto duly authorized.
Date: July 16, 1996 THE LEHIGH GROUP INC.
(Registrant)
By: /s/Robert A. Bruno
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Name: Robert A. Bruno
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Title: Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99 Press release dated July 9, 1996 announcing
that the Company and DHB Capital Group Inc.
executed a definitive merger agreement and
describing a summary of the transaction.
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Lehiqh Group and DHB Capital Group Siqn
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Definitive Merqer Aqreement; DHB Group Buys
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Option to Purchase Shares
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New York, N.Y. -- July 9, 1996 -- The Lehigh Group, Inc. (NYSE: LEI) and
DHB Capital Group, Inc. (NASDAQ Bulletin Board: DHBT and Boston Stock Exchange:
DHB) jointly announced that they have executed a definitive merger agreement
under which DHB Capital will merge into a newly-formed subsidiary of Lehigh
Capital.
Consistent with the terms of the agreement in principle announced on June
11, 1996, under the terms of the definitive agreement Lehigh Group shares will
be reverse-split on a 21.845 to 1 basis and DHB Capital shares will be exchanged
on a one-to-one basis. Consequently, following the merger existing Lehigh Group
stockholders will own 3% and DHB Group stockholders will own 97% of the
resulting company, which will be renamed from "The Lehigh Group, Inc." to "DHB
Group, Inc."
This transaction has been approved by the Boards of Directors of both
companies and is subject to approval by the stockholders of each company. It is
contemplated that those stockholder meetings will be held in early October 1996.
Following the merger, Mr. David H. Brooks, Chairman and CEO of DHB Capital,
will become Chairman and CEO of the combined company, and Mr. Salvatore J.
Zizza, Chairman and CEO of the Lehigh Group, will become President and COO.
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Concurrent with the execution of the definitive merger agreement, Mr. Zizza
sold to DHB Capital an option to purchase up to six million shares of Lehigh
Group at $0.50 per share, which is the price at which Mr. Zizza can acquire
those shares from Lehigh Group under pre-existing agreements. That option, if
exercised in full, would equal approximately 37% of Lehigh Group's stock at that
time. Furthermore, Mr. Zizza agreed to use his best efforts prior to the record
date for the Lehigh Group stockholders' meeting to obtain irrevocable proxies
for Lehigh Group shares owned by himself and other officers and directors of
Lehigh Group.
The option sold by Mr. Zizza to DHB Capital expires on the later of January
8, 1997 and the consummation or termination of the definitive merger agreement.
Also, it contains customary standstill agreements on DHB Capital's ability to
vote or dispose of any Lehigh Group shares which it may acquire. Under the
option agreement, DHB Capital may acquire up to 5% of Lehigh Group's stock prior
to October 15, 1996 on the open market or privately negotiated purchases; and,
if a new Schedule 13D is filed after July 8, 1996, it may acquire up to an
additional 10% of Lehigh Group's stock.
Commenting on the transaction, Messrs. Zizza and Brooks said "This deal is
a win-win situation for both companies' stockholders. Lehigh Group stockholders
will continue their ownership, on a favorable basis, in DHB Capital's growing
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and profitable businesses. DHB Capital's shareholders will benefit from greater
market liquidity, as well as from the expanded management team which will result
from the combination of Lehigh Capital's and DHB Capital's businesses."
For further information, please contact:
Ms. Mary Kreidell
(516) 997-1155
[DHB Capital Group, Inc.]
or
Mr. Robert Bruno
(212)333-2620
[The Lehigh Group, Inc.]
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