<PAGE>
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 13, 1996
-----------------
CUSTOM CHROME, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 000 - 19540 94-1716138
---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
16100 JACQUELINE COURT, MORGAN HILL, CALIFORNIA 95037
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 778-0500
--------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS
On November 13, 1996, the Board of Directors of the Registrant declared a
dividend distribution of one Preferred Shares Purchase Right (the "Rights")
on each outstanding share of the Registrant's common stock. The dividend
distribution will be made to stockholders of record as of 5:00 p.m.
(Pacific Standard Time) December 13, 1996. The Registrant will mail
stockholder notices regarding the Rights within approximately two weeks
after the record date. The Rights will expire on November 13, 2006.
The information which is set forth in the Registrant's Press Release dated
November 19, 1996 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release dated November 19, 1996.
-2-
<PAGE>
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.
Date: December 9, 1996 Custom Chrome, Inc.
/s/ James J. Kelly, Jr.
__________________________________________
James J. Kelly, Jr.
Executive Vice President, Finance and
Chief Financial Officer
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Page
- ---------- --------------------------------------------- ------------
<S> <C> <C>
99.1 Text of Press Release dated November 19, 1996 5
</TABLE>
-4-
<PAGE>
EXHIBIT 99.1
[CUSTOM CHROME LOGO]
World's Finest Products for Harley-Davidsons
--------------------------------------------
Contact: Ignatius (Nace) J. Panzica -or- James J. Kelly, Jr.
Chairman, and Chief Executive Vice President,
Executive Officer Finance and Chief
Custom Chrome, Inc. Financial Officer
(408) 778-0500 (408) 778-0500
CUSTOM CHROME, INC. DECLARES DIVIDEND DISTRIBUTION
OF PREFERRED SHARES PURCHASE RIGHTS
Morgan Hill, California, November 19, 1996 -- The Board of Directors of
Custom Chrome, Inc. (the "Company") (NASDAQ: CSTM), the leading independent
supplier of aftermarket parts and accessories for Harley-Davidson motorcycles,
today announced that it has declared a dividend distribution on November 13,
1996 of one Preferred Shares Purchase Right on each outstanding share of the
Company's Common Stock. Each Right will entitle stockholders to buy 1/1000th
share of the Company's Series A Participating Preferred Stock at an exercise
price of $80.00. The Rights will become exercisable following the tenth day
after a person or group announces acquisition of 15% or more of the Company's
Common Stock or announces commencement of a tender offer the consummation of
which would result in ownership by the person or group of 15% or more of the
Common Stock. The Company will be entitled to redeem the Rights at $.01 per
Right at any time on or before the tenth day following acquisition by a person
or group of 15% or more of the Company's Common Stock.
If, prior to redemption of the Rights, a person or group acquires 15% or
more of the Company's Common Stock, each Right not owned by a holder of 15% or
more of the Common Stock will entitle its holder to purchase, at the Right's
then current exercise price, that number of shares of Common Stock of the
Company (or, in certain circumstances as determined by the Board, cash, other
property or other securities) having a market value at that time of twice the
Right's exercise price. If, after the tenth day following acquisition by a
person or group of 15% or more of the Company's Common Stock, the Company sells
more than 50% of its assets or earning power or is acquired in a merger or other
business combination transaction, the acquiring person must assume the
-1-
<PAGE>
Page 2
November 19, 1996
obligations under the Rights and the Rights will become exercisable to acquire
Common Stock of the acquiring person at the discounted price. At any time after
an event triggering exercisability of the Rights at a discounted price and prior
to the acquisition by the acquiring person of 50% or more of the outstanding
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than those owned by the acquiring person or its affiliates) for Common
Stock of the Company at an exchange ratio of one share of Common Stock per
Right.
The Rights are designed to assure that the Company's stockholders receive
fair and equal treatment in the event of any proposed takeover of the Company
and to guard against partial tender offers and other abusive tactics to gain
control of the Company without paying all stockholders the fair value of their
shares, including a "control premium".
The dividend distribution will be made on December 13, 1996 to stockholders
of record as of 5:00 p.m. (Pacific Standard Time) on that date. The Company will
mail stockholder notices regarding the Rights within approximately two weeks
after the record date. The Rights will expire on November 13, 2006.
Further details of the Rights are contained in a letter that will be mailed
to all the Company's stockholders.
Established in 1970, Custom Chrome is the largest independent supplier of
aftermarket parts and accessories for Harley-Davidson motorcycles with customers
located throughout North America, as well as in Europe and the Far East. Custom
Chrome's headquarters is in Morgan Hill, California. Distribution facilities are
located in Visalia, California, Louisville, Kentucky and Harrisburg,
Pennsylvania. Custom Chrome distributes products under its own brand names, such
as Rev Tech(R), Premium(R), Dyno Power(R), and C.C. Rider(R), as well as under
the other supplier's brand names.
