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RYKA INC.
555 South Henderson Road, Suite B
King of Prussia, PA 19406
Supplement Dated November 24, 1997
To Proxy Materials Dated November 10, 1997
Regarding RYKA's Annual Meeting Scheduled For 10:00am,
Thursday, December 4, 1997
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TO OUR SHAREHOLDERS:
This Supplement is being delivered in connection with the Proxy
Materials dated November 10, 1997. Except as expressly set forth herein, this
Supplement is qualified in its entirety by the information contained in the
Proxy Materials. Unless otherwise set forth herein, all capitalized terms used
herein shall have the respective meanings ascribed to them in the Proxy
Materials.
On November 20, 1997, the KPR Companies and RYKA entered into a Loan
and Security Agreement ("Loan Agreement") with a new lender pursuant to which
their prior lender was paid off in full on November 21, 1997. Under the Loan
Agreement, the KPR Companies' credit facility is a revolving line of $20,000,000
and the RYKA credit facility is a revolving line of $5,000,000. The term of the
Loan Agreement is five years. The KPR Companies and RYKA have an interest rate
choice of prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate) plus two hundred
seventy-five bonus points. The new lender has consented to the Reorganization.
Both the KPR Companies and RYKA may borrow up to the amount of their
revolving line based upon 85% of their eligible accounts receivable and 65% of
their eligible inventory, as those terms are defined in the Loan Agreement.
In addition to the revolving lines of credit described above, provided
that 80% of their orders are pre-sold, the new lender will over-advance to the
KPR Companies up to an additional $2,000,000 and to RYKA up to an additional
$1,000,000 over the collateral for additional letters of credit needed for
seasonal production of new merchandise for the Fall 1998, Spring 1999 and Fall
1999 seasons. Upon the consummation of the Reorganization, the credit facilities
will become one revolving line of $25,000,000 with a seasonal over-advance limit
of an additional $3,000,000 for the combined companies.
The KPR Companies presently owe Michael Rubin subordinated debt of
$3,055,841 which is comprised of (i) a loan from Mr. Rubin to the KPR Companies
in the principal amount of $851,440, plus accrued and unpaid interest on such
loan of $180,517 through October 31, 1997 and (ii) a note in the principal
amount of $2,204,401 representing undistributed sub chapter S corporation
retained earnings previously taxed to Mr. Rubin as the sole shareholder of the
KPR Companies. No interest will accrue on the note representing sub chapter S
corporation earnings until the Effective Date of the Reorganization at which
time the interest will begin to accrue on such note at prime plus 1/4% or LIBOR
(Adjusted Eurodollar Rate) plus two hundred seventy-five bonus points. Since the
date of the Proxy Materials, there has been no change in the amount of the
subordinated loan from the KPR Companies to RYKA.
The Loan Agreement and a related Subordination Agreement by and among
the KPR Companies, Mr. Rubin and the lender entered into at the same time as the
Loan Agreement (the "Subordination Agreement") allow the KPR Companies to repay
Mr. Rubin $1,000,000 of the subordinated debt principal and the accrued interest
of $180,517 at the time of this loan closing or within five days thereafter,
subject to there being $2,000,000 of availability under the KPR Companies'
credit line after taking into account such payments. It is anticipated that the
required availability will exist and such payments will be made within five days
of the loan closing.
In addition, the Loan Agreement and the Subordination Agreement permit
the KPR Companies to make continued regular payments of interest on the
subordinated debt and to further reduce principal on a quarterly basis,
commencing with the first quarter of 1998, in an amount up to 50% of the
cumulative consolidated net income of both borrowers, reduced by net losses of
the borrowers during such period.
As stated above, the prior lender's loans have been paid off in full.
This prior lender has agreed to waive $245,000 of a $250,000 fee of which
$125,000 was due on November 20, 1997 and $125,000 would have been due on
November 30, 1997 as a result of extending the due date of its loans through
November 30, 1997.
ANY SHAREHOLDER WHO HAS PREVIOUSLY SUBMITTED AN EXECUTED PROXY MAY
REVOKE IT AT ANY TIME BEFORE IT IS VOTED BY SUBMITTING A LATER-DATED PROXY OR BY
GIVING WRITTEN NOTICE OF SUCH REVOCATION TO THE CORPORATE SECRETARY. IF ANY
SHAREHOLDER WANTS TO OBTAIN ANOTHER PROXY CARD IN ORDER TO CHANGE HIS OR HER
VOTE, PLEASE CALL THE CORPORATE SECRETARY AT (610) 337-2200 AND A NEW PROXY CARD
WILL BE SENT TO YOU IMMEDIATELY.
By Order of the Board of Directors,
STEVEN A. WOLF
Secretary
November 24, 1997
