<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
BELL SPORTS CORP.
(NAME OF THE ISSUER)
4 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000
(TITLE OF CLASS OF SECURITIES)
077903AA0
(CUSIP NUMBER OF CLASS OF SECURITIES)
LINDA K. BOUNDS
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
BELL SPORTS CORP.
6350 SAN IGNACIO AVENUE
SAN JOSE, CALIFORNIA 95119
(408) 574-3400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
----------------------------------
June 30, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
Page 1 of 6 pages
<PAGE>
Bell Sports Corp., a Delaware corporation (the "Company"), hereby amends
and supplements its Issuer Tender Offer Statement on Schedule 13E-4 filed with
the Securities and Exchange Commission on June 30, 1998 (the "Statement"), with
respect to the tender offer (the "Tender Offer") by the Company for up to $62.5
million aggregate principal amount of its 4 1/4% Convertible Subordinated
Debentures due 2000 (the "Debentures"). This amendment constitutes Amendment
No. 1 to the Statement.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Statement. A copy of the Supplement to Offer to Purchase
dated July 24, 1998 is attached hereto as Exhibit 99.14 (the "Supplement").
Pursuant to General Instruction E to Schedule 13E-4, information previously
disclosed in the Statement is omitted from this Amendment No. 1.
ITEM 1. SECURITY AND ISSUER
(b) The Company is offering to purchase up to $62.5 million of the $86.25
million aggregate principal amount outstanding of its 4 1/4%
Convertible Subordinated Debentures due 2000 for a cash purchase price
of $905 per $1,000 principal amount. Reference is made to the
information set forth on the cover page of the Supplement, which
information is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1. Offer to Purchase dated June 30, 1998 (Exhibit 99.1 to the Company's
Schedule 13E-4 filed with the Securities and Exchange Commission on
June 30, 1998)
99.2. Form of Letter of Transmittal (Exhibit 99.2 to the Company's Schedule
13E-4 filed with the Securities and Exchange Commission on June 30,
1998)
99.3. Notice of Guaranteed Delivery (Exhibit 99.3 to the Company's Schedule
13E-4 filed with the Securities and Exchange Commission on June 30,
1998)
99.4. Form of Letter to Holders of 4 1/4% Convertible Subordinated
Debentures due 2000 (Exhibit 99.4 to the Company's Schedule 13E-4
filed with the Securities and Exchange Commission on June 30, 1998)
99.5. Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies
and Other Nominees (Exhibit 99.5 to the Company's Schedule 13E-4 filed
with the Securities and Exchange Commission on June 30, 1998)
Page 2 of 6 pages
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99.6. Form of Letter to Clients (Exhibit 99.6 to the Company's Schedule 13E-
4 filed with the Securities and Exchange Commission on June 30, 1998)
99.7. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (Exhibit 99.7 to the Company's Schedule 13E-4
filed with the Securities and Exchange Commission on June 30, 1998)
99.8. Agreement and Plan of Recapitalization and Merger, dated as of
February 17, 1998, between HB Acquisition Corporation and the Company
(Incorporated by reference to the Company's Current Report on Form 8-K
dated February 17, 1998)
99.9. First Amendment to Agreement and Plan of Recapitalization and Merger,
dated as of April 8, 1998, between HB Acquisition Corporation and the
Company (Incorporated by reference to the Company's Current Report on
Form 8-K dated April 8, 1998)
99.10. Amended and Restated Employment Agreement, dated as of February 17,
1998 and effective as of and simultaneous with the Merger, among Terry
G. Lee, the Company and Bell Sports, Inc. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998)
99.11. Amended and Restated Employment Agreement, dated as of February 17,
1998 and effective as of and simultaneous with the Merger, among Mary
J. George, the Company and Bell Sports, Inc. (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 28, 1998)
99.12. Memorandum of Understanding between the Company and Linda K. Bounds,
dated January 28, 1998 (Exhibit 99.12 to the Company's Schedule 13E-4
filed with the Securities and Exchange Commission on June 30, 1998)
99.13. Letter Agreement dated as of February 17, 1998, as amended on April 8,
1998, between Mary J. George and HB Acquisition (Exhibit 99.13 to the
Company's Schedule 13E-4 filed with the Securities and Exchange
Commission on June 30, 1998)
99.14. Supplement to Offer to Purchase dated July 24, 1998*
99.15. Form of Letter of Transmittal (as amended on July 24, 1998)*
99.16. Notice of Guaranteed Delivery (as amended on July 24, 1998)*
99.17. Form of Letter to Holders of 4 1/4% Convertible Subordinated
Debentures due 2000 (as amended on July 24, 1998)*
Page 3 of 6 pages
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99.18. Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies
and Other Nominees (as amended on July 24, 1998)*
99.19. Form of Letter to Clients (as amended on July 24, 1998)*
99.20. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
* Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: July 27, 1998 BELL SPORTS CORP.
By /s/ Linda K. Bounds
--------------------------------
Name: Linda K. Bounds
Title: Senior Vice President and
Chief Financial Officer
Page 4 of 6 pages
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1. Offer to Purchase dated June 30, 1998 (Exhibit 99.1 to the Company's
Schedule 13E-4 filed with the Securities and Exchange Commission on
June 30, 1998)
99.2. Form of Letter of Transmittal (Exhibit 99.2 to the Company's Schedule
13E-4 filed with the Securities and Exchange Commission on June 30,
1998)
99.3. Notice of Guaranteed Delivery (Exhibit 99.3 to the Company's Schedule
13E-4 filed with the Securities and Exchange Commission on June 30,
1998)
99.4. Form of Letter to Holders of 4 1/4% Convertible Subordinated
Debentures due 2000 (Exhibit 99.4 to the Company's Schedule 13E-4
filed with the Securities and Exchange Commission on June 30, 1998)
99.5. Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies
and Other Nominees (Exhibit 99.5 to the Company's Schedule 13E-4 filed
with the Securities and Exchange Commission on June 30, 1998)
99.6. Form of Letter to Clients (Exhibit 99.6 to the Company's Schedule 13E-
4 filed with the Securities and Exchange Commission on June 30, 1998)
99.7. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (Exhibit 99.7 to the Company's Schedule 13E-4
filed with the Securities and Exchange Commission on June 30, 1998)
99.8. Agreement and Plan of Recapitalization and Merger, dated as of
February 17, 1998, between HB Acquisition Corporation and the Company
(Incorporated by reference to the Company's Current Report on Form 8-K
dated February 17, 1998)
99.9. First Amendment to Agreement and Plan of Recapitalization and Merger,
dated as of April 8, 1998, between HB Acquisition Corporation and the
Company (Incorporated by reference to the Company's Current Report on
Form 8-K dated April 8, 1998)
99.10. Amended and Restated Employment Agreement, dated as of February 17,
1998 and effective as of and simultaneous with the Merger, among Terry
G. Lee, the Company and Bell Sports, Inc. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998)
Page 5 of 6 pages
<PAGE>
99.11. Amended and Restated Employment Agreement, dated as of February 17,
1998 and effective as of and simultaneous with the Merger, among Mary
J. George, the Company and Bell Sports, Inc. (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 28, 1998)
99.12. Memorandum of Understanding between the Company and Linda K. Bounds,
dated January 28, 1998 (Exhibit 99.12 to the Company's Schedule 13E-4
filed with the Securities and Exchange Commission on June 30, 1998)
99.13. Letter Agreement dated as of February 17, 1998, as amended on April 8,
1998, between Mary J. George and HB Acquisition (Exhibit 99.13 to the
Company's Schedule 13E-4 filed with the Securities and Exchange
Commission on June 30, 1998)
99.14. Supplement to Offer to Purchase dated July 24, 1998 (as amended on
July 24, 1998)*
99.15. Form of Letter of Transmittal (as amended on July 24, 1998)*
99.16. Notice of Guaranteed Delivery (as amended on July 24, 1998)*
99.17. Form of Letter to Holders of 4 1/4% Convertible Subordinated
Debentures due 2000 (as amended on July 24, 1998)*
99.18. Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies
and Other Nominees (as amended on July 24, 1998)*
99.19. Form of Letter to Clients (as amended on July 24, 1998)*
99.20. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
* Filed herewith.
Page 6 of 6 pages
<PAGE>
SUPPLEMENT TO
OFFER TO PURCHASE
BELL SPORTS CORP.
OFFER TO PURCHASE FOR CASH
UP TO $62.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS
4 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000
AT
$905 PER $1,000 PRINCIPAL AMOUNT
(PLUS ACCRUED AND UNPAID INTEREST FROM MAY 15, 1998
UP TO, BUT NOT INCLUDING, THE DATE OF PAYMENT)
- -------------------------------------------------------------------------------
THE TENDER OFFER WILL EXPIRE AT 7:00 A.M., NEW YORK CITY TIME, ON AUGUST 14,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED DEBENTURES MAY BE
WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE.
- -------------------------------------------------------------------------------
This Supplement (the "Supplement") supplements and amends the Offer to
Purchase, dated June 30, 1998 (as so supplemented and amended, the "Offer to
Purchase"), with respect to the offer by Bell Sports Corp., a Delaware
corporation ("Bell Sports"), to purchase for cash up to $62.5 million
aggregate principal amount of its 4 1/4% Convertible Subordinated Debentures
due 2000 (the "Debentures"). Unless otherwise defined, capitalized terms used
herein have the same meanings as in the Offer to Purchase, and the Letter of
Transmittal relating thereto (the "Letter of Transmittal"). The terms of and
conditions to the Tender Offer, except as set forth herein, remain as set
forth in the Offer to Purchase and the Letter of Transmittal.
On the terms and subject to the conditions of the Offer to Purchase and the
Letter of Transmittal, Bell Sports will now pay to each Holder who has,
pursuant to the Tender Offer, validly tendered and not withdrawn Debentures,
as the Tender Offer Consideration, an amount equal to $905 per $1,000
principal amount of Debentures so tendered, plus accrued and unpaid interest
from May 15, 1998 up to, but not including, the date of payment.
The Tender Offer will now expire at 7:00 a.m., New York City time, on August
14, 1998, unless extended.
This Supplement is accompanied by a new Letter of Transmittal reflecting the
amendments set forth herein, and such new Letter of Transmittal should be used
to tender Debentures pursuant to the Tender Offer, unless tender by book-entry
is made.
The Merger is expected to become effective on August 17, 1998 or as soon
thereafter as all conditions to the Merger are satisfied and the Company's
stockholders are expected to be mailed letters of transmittal and instructions
relating to the exchange of their shares for cash shortly thereafter. This
supplement will serve as notice pursuant to Section 1206 of the Indenture.
The Dealer Manager for the Tender Offer is:
DONALDSON, LUFKIN & JENRETTE
JULY 24, 1998
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER UP TO $62.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF 4 1/4% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2000
OF
BELL SPORTS CORP.
PURSUANT TO THE OFFER TO PURCHASE
DATED: JUNE 30, 1998
AS AMENDED AND SUPPLEMENTED ON JULY 24, 1998
- -------------------------------------------------------------------------------
THE TENDER OFFER WILL EXPIRE AT 7:00 A.M., NEW YORK CITY TIME, ON AUGUST 14,
1998 UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF DEBENTURES MUST
TENDER THEIR DEBENTURES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO
RECEIVE THE TENDER OFFER CONSIDERATION. TENDERED DEBENTURES MAY BE WITHDRAWN
AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE.
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The Depositary for the Tender Offer is:
HARRIS TRUST AND SAVINGS BANK
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Overnight Courier or by Hand:
-------- ----------------------- --------------------------------
c/o Harris Trust Company of New York
(For Eligible Institutions Only) c/o Harris Trust Company of New York
Wall Street Station (212) 701-7636 88 Pine Street, 19th Floor
Post Office Box 1023 Confirm by Telephone: New York, New York 10005
---------------------
New York, New York 10268-1023 (212) 701-7624 Att'n: Reorganization Department
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
All capitalized terms used herein and not defined shall have the meaning
ascribed to them in the Offer to Purchase.
DESCRIPTION OF DEBENTURES
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<TABLE>
<CAPTION>
NAME(S) AND
ADDRESS(ES)
OF
HOLDER(S) AGGREGATE
(PLEASE PRINCIPAL AMOUNT
FILL IN, IF CERTIFICATE REPRESENTED PRINCIPAL AMOUNT
BLANK) NUMBERS* BY CERTIFICATE(S) TENDERED**
- -----------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
TOTAL PRINCIPAL
AMOUNT
OF DEBENTURES
</TABLE>
- --------------------------------------------------------------------------------
* Need not be completed by Holders (as defined) tendering by book-entry
transfer or in accordance with DTC's ATOP procedure for transfer.
** Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and upon the terms and subject to the conditions of the Offer
to Purchase, a Holder will be deemed to have tendered with respect to
the entire aggregate principal amount represented by the Debentures
indicated in the column labeled "Aggregate Principal Amount Represented
by Certificate(s)." See Instruction 2 below.
- --------------------------------------------------------------------------------
List above the Debentures to which this Letter of Transmittal relates. If the
space provided above is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this
Letter of Transmittal. Tenders of Debentures will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
<PAGE>
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO DONALDSON,
LUFKIN & JENRETTE SECURITIES CORPORATION (THE "DEALER MANAGER"), WHOSE ADDRESS
AND TELEPHONE NUMBER APPEAR ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL.
REQUESTS FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE AND THIS LETTER OF
TRANSMITTAL SHOULD BE DIRECTED TO GEORGESON & COMPANY, INC., WHICH IS ACTING
AS INFORMATION AGENT FOR THE TENDER OFFER, WHOSE ADDRESS AND TELEPHONE NUMBER
APPEAR ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL.
The instructions contained herein should be read carefully before this
Letter of Transmittal is completed.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION
PURSUANT TO THE TENDER OFFER MUST VALIDLY TENDER (OR RETENDER IF SUCH HOLDERS
HAVE PREVIOUSLY WITHDRAWN) THEIR DEBENTURES TO THE DEPOSITARY ON OR PRIOR TO
THE EXPIRATION DATE.
This Letter of Transmittal is to be used by Holders of Debentures issued
under the Indenture, dated as of November 15, 1993 (CUSIP No. 077903AA0), of
Bell Sports Corp., a Delaware corporation. This Letter of Transmittal is to be
used by such Holders if: (i) certificates representing Debentures are to be
physically delivered to the Depositary herewith by such Holders, (ii) tender
of Debentures is to be made by book-entry transfer to the Depositary's account
at DTC, pursuant to the procedures set forth in the Offer to Purchase under
the caption "The Tender Offer-Procedures for Tendering Debentures-Book-Entry
Delivery," or (iii) tender of Debentures is to be made according to the
guaranteed delivery procedures set forth under the caption "The Tender Offer-
Procedures for Tendering Debentures-Guaranteed Delivery" in the Offer to
Purchase.
A DTC participant tendering through ATOP, in order to make a valid tender,
must also properly complete and duly execute this Letter of Transmittal (or
Agent's Message in lieu thereof) and deliver it to the Depositary. Delivery of
documents to DTC does not constitute delivery to the Depositary.
IN THE EVENT THAT THE TENDER OFFER IS WITHDRAWN OR OTHERWISE NOT COMPLETED,
THE TENDER OFFER CONSIDERATION WILL NOT BE PAID OR BECOME PAYABLE TO HOLDERS
OF THE DEBENTURES WHO HAVE VALIDLY TENDERED THEIR DEBENTURES IN CONNECTION
WITH THE TENDER OFFER, AND ANY TENDERED DEBENTURES WILL BE RETURNED.
THE TENDER OFFER IS MADE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THE OFFER TO PURCHASE AND HEREIN. HOLDERS SHOULD CAREFULLY REVIEW THE
INFORMATION SET FORTH THEREIN AND HEREIN.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with
respect to the Tender Offer.
Your bank or broker can assist you in completing this form. The instructions
included with this Letter of Transmittal must be followed. Questions and
requests for assistance may be directed to the Dealer Manager, whose address
and telephone number appear on the back cover of this Letter of Transmittal.
Requests for additional copies of the Offer to Purchase and this Letter of
Transmittal should be directed to Georgeson & Company, Inc., which is acting
as information agent for the Tender Offer, whose address and telephone number
appear on the back cover of this Letter of Transmittal. See Instruction 10
below.
2
<PAGE>
[_]CHECK HERE IF CERTIFICATES REPRESENTING TENDERED DEBENTURES ARE ENCLOSED
HEREWITH.
[_]CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND
COMPLETE THE FOLLOWING:
Name of tendering institution ______________________________________________
[_] DTC Account No. _____________________________________________________
[_] DTC Transaction Code No. ____________________________________________
[_]CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name of Holder(s): _________________________________________________________
Window Ticket No. (if any) _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
[_] DTC Account No. _____________________________________________________
[_] DTC Transaction Code No. ____________________________________________
If Holders desire to tender Debentures pursuant to the Tender Offer and
(i) certificates representing such Debentures are not lost but are not
immediately available, (ii) time will not permit this Letter of
Transmittal, certificates representing such Debentures and all other
required documents to reach the Depositary prior to the Expiration Date, or
(iii) the procedures for book-entry transfer cannot be completed prior to
the Expiration Date, such Holders may effect a tender of such Debentures in
accordance with the guaranteed delivery procedures set forth in the Offer
to Purchase under the caption "The Tender Offer-Procedures for Tendering
Debentures-Guaranteed Delivery." See Instruction 1 below.
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase dated June 30, 1998 and of the Supplement thereto dated July 24, 1998
(together, the "Offer to Purchase") of Bell Sports Corp., a Delaware
corporation ("Bell Sports"), relating to Bell Sports' 4 1/4% Convertible
Subordinated Debentures due 2000 (the "Debentures") and this Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offer Documents"), which together constitute Bell Sports' offer
(the "Tender Offer") to purchase for cash up to $62.5 million aggregate
principal amount of the Debentures, upon the terms and subject to the
conditions set forth in the Offer Documents. The Debentures were issued in
November 1993 in an aggregate principal amount of $86,250,000, all of which
was outstanding as of June 30, 1998.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE TENDER OFFER, THE
UNDERSIGNED HEREBY TENDERS TO BELL SPORTS THE PRINCIPAL AMOUNT OF DEBENTURES
INDICATED ABOVE.
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the principal amount of Debentures tendered with this Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon
the order of, Bell Sports, all right, title and interest in and to the
Debentures that are being tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Depositary
also acts as the agent of Bell Sports) with respect to such Debentures, with
full power of substitution (such power-of-attorney being deemed to be an
irrevocable power coupled with an interest) to (i) present such Debentures and
all evidences of transfer and authenticity to, or transfer ownership of, such
Debentures on the account books maintained by DTC to, or upon the order of,
Bell Sports, (ii) present such Debentures for transfer of ownership on the
books of the relevant security registrar, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Debentures, all
in accordance with the terms of and conditions to the Tender Offer as
described in the Offer to Purchase.
The undersigned understands that tenders of Debentures may be withdrawn by
written notice of withdrawal received by the Depositary at any time prior to
the Expiration Date, and, thereafter, if the Tender Offer is terminated
without any Debentures being purchased thereunder and as set forth below. In
the event of a termination of the Tender Offer, certificates representing
Debentures tendered pursuant to the Tender Offer will be returned to the
tendering Holder promptly (or in the case of Debentures tendered by book-entry
transfer, such Debentures will be credited to the account maintained at DTC
from which such Debentures were delivered). If, prior to the Expiration Date,
Bell Sports increases the percentage of Debentures being sought, or increases
or decreases the Tender Offer Consideration, any such changes in such
percentage or consideration would be applicable to all Holders whose
Debentures are accepted for payment pursuant to the Tender Offer. In addition,
in any of the foregoing events, if at the time notice of any such change is
first published, sent or given to Holders, the Tender Offer is scheduled to
expire at any time prior to the tenth business day from and including the date
that such notice is first published, sent or given, the Tender Offer would be
extended at least until the expiration of such ten business day period.
The undersigned understands that valid tenders of Debentures pursuant to any
of the procedures described in the Offer to Purchase and in the instructions
hereto will constitute a binding agreement between the undersigned and Bell
Sports upon the terms and subject to the conditions of the Tender Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Debentures
tendered hereby, and that when such Debentures are accepted for purchase and
payment by Bell Sports, Bell Sports will acquire good title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim or right. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or by Bell Sports to
be necessary or desirable to complete the sale, assignment and transfer of the
Debentures tendered hereby.
For purposes of the Tender Offer, the undersigned understands that Bell
Sports will be deemed to have accepted for purchase validly tendered
Debentures (or defectively tendered Debentures with respect to which Bell
Sports has waived such defect), if, as and when Bell Sports gives oral
(confirmed in writing) or written notice thereof to the Depositary.
4
<PAGE>
The undersigned understands that, under certain circumstances and subject to
certain conditions of the Tender Offer (each of which Bell Sports may waive)
set forth in the Offer to Purchase, Bell Sports would not be required to
accept for purchase any of the Debentures tendered and may accept for purchase
tendered Debentures on a Pro Rata Acceptance (as defined in the Offer to
Purchase) basis. Any Debentures not accepted for purchase will be returned
promptly to the undersigned at the address set forth above (or in the case of
Debentures tendered by book-entry transfer, such Debentures will be credited
to the account maintained at DTC from which such Debentures were delivered),
unless otherwise indicated herein under "Special Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
The undersigned understands that the delivery and surrender of the
Debentures is not effective, and the risk of loss of the Debentures does not
pass to the Depositary, until receipt by the Depositary (whether through DTC's
ATOP procedures for transfer or otherwise) of this Letter of Transmittal, or a
manually signed facsimile hereof, properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to Bell Sports. All questions as to the form of
all documents and the validity (including time of receipt) and acceptance of
tenders and withdrawals of Debentures will be determined by Bell Sports, in
its sole discretion, which determination shall be final and binding.
Unless otherwise indicated herein under "Special Payment Instructions," the
undersigned hereby requests that any Debentures representing principal amounts
not tendered or not accepted for purchase be issued in the name(s) of the
undersigned (and in the case of Debentures tendered by book-entry transfer, by
credit to the account at DTC), and checks for payments of the Tender Offer
Consideration, as the case may be, to be made in connection with the Tender
Offer be issued to the order of the undersigned. Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," the undersigned hereby
requests that any Debentures representing principal amounts not tendered or
not accepted for purchase and checks for payments of the Tender Offer
Consideration to be made in connection with the Tender Offer be delivered to
the undersigned at the address(es) shown above. In the event that the "Special
Payment Instructions" box or the "Special Delivery Instructions" box is, or
both are, completed, the undersigned hereby requests that any Debentures
representing principal amounts not tendered or not accepted for purchase be
issued in the name(s) of, certificates for such Debentures be delivered to,
and checks for payments of the Tender Offer Consideration to be made in
connection with the Tender Offer be issued in the name(s) of, and be delivered
to, the person(s) at the addresses so indicated. The undersigned recognizes
that Bell Sports has no obligation pursuant to the "Special Payment
Instructions" box or "Special Delivery Instructions" box to transfer any
Debentures from the name of the registered Holder(s) thereof if Bell Sports
does not accept for purchase any of the principal amount of such Debentures so
tendered.
5
<PAGE>
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF DEBENTURES
REGARDLESS OF WHETHER DEBENTURES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s) of
Debentures exactly as their name(s) appear(s) on certificate(s) for
Debentures or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as the owner of
Debentures, or by person(s) authorized to become registered Holder(s) by
endorsements on certificates for Debentures or by bond powers transmitted
with this Letter of Transmittal. Endorsements on Debentures and signatures on
bond powers by Holders not executing this Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 3 below. If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer
or other person acting in a fiduciary or representative capacity, such person
must set forth his or her full title below under "Capacity" and submit
evidence satisfactory to Bell Sports of such person's authority to so act.
See Instruction 3 below.
X
----------------------------------------------------------------------------
X
----------------------------------------------------------------------------
Signature(s) of Registered Holder(s) or Authorized Signatory
Dated: , 1998
---------------------
Name(s):
-------------------------------------------------------------------
-------------------------------------------------------------------
(Please Print)
Capacity:
------------------------------------------------------------------
Address:
-------------------------------------------------------------------
-------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone No.:
-----------------------------------------------
Tax Identification or Social Security No.:
---------------------------------
(PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 HEREIN)
MEDALLION SIGNATURE GUARANTEES, IF REQUIRED
(SEE INSTRUCTION 3 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Eligible Institution)
------------------------------------------------------------------------------
(Authorized Signature)
------------------------------------------------------------------------------
(Printed Name)
[affix Medallion
Guarantee Stamp
here]
Dated: __________________, 1998
- --------------------------------------------------------------------------------
6
<PAGE>
- ------------------------------------ ----------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 6) (SEE INSTRUCTIONS 2, 3, 4 AND 6)
To be completed ONLY if To be completed ONLY if
certificates for Debentures in a certificates for Debentures in a
principal amount not tendered or principal amount not tendered or
not accepted for purchase are to not accepted for purchase or
be issued in the name of, or checks for the Tender Offer
checks for the Tender Offer Consideration are to be sent to
Consideration are to be issued to someone other than the person or
the order of, someone other than persons whose signature(s)
the person or persons whose appear(s) within this Letter of
signature(s) appears within this Transmittal (a "Recipient") or to
Letter of Transmittal (the an address different from that
"Beneficiary") or if Debentures shown in the box entitled
tendered by book-entry transfer "Description of Debentures"
that are not accepted for within this Letter of
purchase are to be credited to an Transmittal.
account maintained at DTC other
than the one designated above
(the "Account Party"). Any such
Beneficiary or Account Party must
complete a Substitute Form W-9.
Mail:[_] Debentures
[_] Checks
(CHECK AS APPLICABLE)
Name _____________________________
Issue:[_] Debentures (PLEASE PRINT)
[_] Checks Address __________________________
__________________________________
(CHECK AS APPLICABLE) (ZIP CODE)
Name _____________________________
(PLEASE PRINT)
Address __________________________
__________________________________
(ZIP CODE)
__________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit unpurchased Debentures
by book-entry to the DTC account
set forth below:
__________________________________
(DTC ACCOUNT NUMBER)
DTC Account Name:
__________________________________
- ------------------------------------ ----------------------------------------
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR DEBENTURES OR
BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES; WITHDRAWAL OF
TENDERS. To tender Debentures in the Tender Offer, physical delivery of
certificates for Debentures or a confirmation of any book-entry transfer into
the Depositary's account with DTC of Debentures tendered electronically, as
well as a properly completed and duly executed copy or manually signed
facsimile of this Letter of Transmittal, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. The Depositary
and DTC have confirmed that the Tender Offer is eligible for ATOP.
Accordingly, DTC participants may electronically transmit their acceptance of
the Tender Offer by causing DTC to transfer Debentures to the Depositary in
accordance with DTC's ATOP procedures for transfer. DTC will then send an
Agent's Message (as defined in the Offer to Purchase) to the Depositary. The
method of delivery of this Letter of Transmittal, Debentures and all other
required documents to the Depositary is at the election and risk of Holders.
If such delivery is by mail, it is suggested that Holders use properly insured
registered mail with return receipt requested, and that the mailing be made
sufficiently in advance of the Expiration Date to permit delivery to the
Depositary prior to such date. No alternative, conditional or contingent
tenders of Debentures will be accepted. HOLDERS DESIRING TO TENDER DEBENTURES
ON THE EXPIRATION DATE SHOULD NOTE THAT SUCH HOLDERS MUST ALLOW SUFFICIENT
TIME FOR COMPLETION OF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF
DTC ON THAT DATE. Except as otherwise provided below, the delivery will be
deemed made when actually received or confirmed by the Depositary. THIS LETTER
OF TRANSMITTAL AND THE DEBENTURES SHOULD BE SENT ONLY TO THE DEPOSITARY, NOT
TO BELL SPORTS, THE TRUSTEE, THE INFORMATION AGENT OR THE DEALER MANAGER.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
If a Holder desires to tender Debentures pursuant to the Tender Offer and
(a) certificates representing such Debentures are not lost but are not
immediately available, (b) time will not permit this Letter of Transmittal,
certificates representing such Debentures and all other required documents to
reach the Depositary on or prior to the Expiration Date, or (c) the procedures
for book-entry transfer cannot be completed on or prior to the Expiration
Date, a tender may be effected if all the following are complied with:
(a) such tender is made by or through an Eligible Institution;
(b) on or prior to the Expiration Date, the Depositary has received from
such Eligible Institution at one of the addresses of the Depositary set
forth on the first page of this Letter of Transmittal, a properly completed
and validly executed Notice of Guaranteed Delivery (by manually signed
facsimile transmission, mail or hand delivery) in substantially the form
provided with the Offer to Purchase, setting forth the name(s) and
addressees of the registered Holder(s) and the principal amount of
Debentures being tendered and stating that the tender is being made thereby
and guaranteeing that, within three New York Stock Exchange ("NYSE")
trading days after the date of execution of the Notice of Guaranteed
Delivery, the applicable Letter of Transmittal properly completed and
validly executed (or a manually signed facsimile thereof or Agent's Message
in lieu thereof), together with certificates representing the Debentures
(or confirmation of book-entry transfer of such Debentures into the
Depositary's account with DTC) and any other documents required by the
Letter of Transmittal and the instructions thereto, will be deposited by
such Eligible Institution with the Depositary; and
(c) this Letter of Transmittal (or a manually signed facsimile thereof),
properly completed and validly executed with any required signature
guarantees or Agent's Message in lieu thereof, together with certificates
for all Debentures in proper form for transfer (or confirmation of book-
entry transfer of such Debentures into the Depositary's account with DTC),
and any other required documents are received by the Depositary within
three NYSE trading days after the date of execution of such Notice of
Guaranteed Delivery.
Tenders of Debentures may be validly withdrawn at any time on or prior to
the Expiration Date. Holders who wish to exercise their right of withdrawal
with respect to the Tender Offer must give written notice of withdrawal
delivered by mail, hand delivery or manually signed facsimile transmission,
which notice must be received by the Depositary at one of its addresses set
forth on the first page of this Letter of Transmittal on or prior to the
Expiration Date. In order to be valid, a notice of withdrawal must specify the
name of the person who deposited the Debentures to be withdrawn (the
"Depositor"),
8
<PAGE>
the name in which the Debentures are registered (or, if tendered by book-entry
transfer, the name of the DTC participant whose name appears on the security
position listing as the owner of such Debentures), if different from that of
the Depositor, and the principal amount of Debentures to be withdrawn. If
certificates have been delivered or otherwise identified (through confirmation
of book-entry transfer of such Debentures) to the Depositary, the name of the
Holder and the certificate number or numbers relating to such Debentures
withdrawn must also be furnished to the Depositary as aforesaid prior to the
physical release of the certificates for the withdrawn Debentures (or, in the
case of Debentures transferred by book-entry transfer, the name and number of
the account at DTC to be credited with withdrawn Debentures). The notice of
withdrawal must be signed by the Holder in the same manner as this Letter of
Transmittal (including, in any case, any required signature guarantees), or be
accompanied by evidence satisfactory to Bell Sports that the person
withdrawing the tender has succeeded to be the beneficial owner of such
Debentures. Withdrawals of tendered Debentures may not be rescinded and any
Debentures withdrawn will thereafter be deemed not validly tendered for
purposes of the Tender Offer. However, validly withdrawn Debentures may be
retendered by following the procedures therefor described in the Offer to
Purchase at any time on or prior to the Expiration Date.
2. PARTIAL TENDERS. Tenders of Debentures pursuant to the Tender Offer will
be accepted only in respect of principal amounts equal to $1,000 or integral
multiples thereof. If less than the entire principal amount of any Debentures
evidenced by a submitted certificate is tendered, the tendering Holder must
fill in the principal amount tendered in the last column of the box entitled
"Description of Debentures" herein. The entire principal amount represented by
the certificates for all Debentures delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated. If the entire principal
amount of all Debentures is not tendered or not accepted for purchase,
Debentures representing such untendered or unaccepted amount will be sent (or
if tendered by book-entry transfer, returned by credit to the account at DTC
designated herein) to the Holder unless otherwise provided in the appropriate
box on this Letter of Transmittal (see Instruction 4), promptly after the
Debentures are accepted for purchase.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENT;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered Holder(s) of the Debentures tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a DTC participant whose name is shown as the owner of
the Debentures tendered hereby, the signature must correspond with the name
shown on the security position listing, as the owner of the Debentures.
If any of the Debentures tendered hereby are registered in the name of two
or more Holders, all such Holders must sign this Letter of Transmittal. If any
tendered Debentures are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this Letter of Transmittal is signed by the Holder, and the certificates
for any principal amount of Debentures not tendered or not accepted for
purchase are to be issued (or if any principal amount of Debentures that is
not tendered or not accepted for purchase is to be reissued or returned) to
or, if tendered by book-entry transfer, credited to the account at DTC of the
Holder, and checks for payments of the Tender Offer Consideration to be made
in connection with the Tender Offer are to be issued to the order of the
Holder, then the Holder need not endorse any certificates for tendered
Debentures, nor provide a separate bond power. In any other case (including if
this Letter of Transmittal is not signed by the Holder), the Holder either
must properly endorse the certificates for Debentures tendered or transmit a
separate properly completed bond power with this Letter of Transmittal (in
either case, executed exactly as the name(s) of the registered Holder(s)
appear(s) on such Debentures, and, with respect to a DTC participant whose
name appears on a security position listing as the owner of Debentures,
exactly as the name(s) of the participants appear(s) on such security position
listing), with the signature on the endorsement or bond power guaranteed by an
Eligible Institution, unless such certificates or bond powers are executed by
an Eligible Institution.
If this Letter of Transmittal or any certificates for Debentures or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting, in a fiduciary,
or representative capacity, such persons should so indicate when signing and
proper evidence satisfactory to Bell Sports of their authority so to act must
be submitted with this Letter of Transmittal.
9
<PAGE>
Endorsements on certificates for Debentures and signatures on bond powers
provided in accordance with this Instruction 3 by registered Holders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless the signature is that of an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Debentures tendered herewith (or by
a DTC participant whose name appears on a security position listing as the
owner of Debentures) and the payment of the Tender Offer Consideration is to
be made, or if any Debentures for principal amounts not tendered or not
accepted for purchase are to be issued, directly to such Holder(s) (or, if
tendered by a DTC participant, any Debentures for principal amounts not
tendered or not accepted for purchase are to be credited to such participant's
account at DTC) and neither the "Special Payment Instructions" box nor the
"Special Delivery Instructions" box of this Letter of Transmittal has been
completed or (ii) such Debentures are tendered for the account of an Eligible
Institution. In all other cases, all signatures on Letters of Transmittal and
endorsements on certificates, signatures on bond powers accompanying
Debentures must be guaranteed by an Eligible Institution, unless the signature
is that of an Eligible Institution.
4. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
Debentures for principal amounts not tendered or not accepted for purchase or
checks for payment of the Tender Offer Consideration to be made in connection
with the Tender Offer are to be issued or sent, if different from the name and
address of the registered or acting Holder signing this Letter of Transmittal.
In the case of issuance in a different name, the taxpayer identification or
social security number of the person named must also be indicated. If no
instructions are given, Debentures not tendered or not accepted for purchase
will be returned to the registered or acting Holder of the Debentures
tendered. Any Holder tendering by book-entry transfer may request that
Debentures not tendered or not accepted for purchase be credited to such
account at DTC as such Holder may designate under the caption "Special Payment
Instructions." If no such instructions are given, any such Debentures not
tendered or not accepted for purchase will be returned by crediting the DTC
account designated above.
5. SUBSTITUTE FORM W-9. Each tendering Holder is required to provide the
Depositary with the Holder's correct taxpayer identification number ("TIN")
and federal employer identification number, on Substitute Form W-9, which is
provided under "Important Tax Information" below, or, alternatively, to
establish another basis for exemption from backup withholding. A Holder must
cross out item (2) in the Certification box on Substitute Form W-9 if such
Holder is subject to backup withholding. Failure to provide the information on
the form may subject the tendering Holder to 31% federal income tax backup
withholding on the payments made to the Holder or other payee with respect to
Debentures purchased pursuant to the Tender Offer. The box in Part 3 of the
form should be checked if the tendering Holder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked and the Depositary is not provided with a TIN,
thereafter the Depositary will withhold 31% on all such payments of the Tender
Offer Consideration until a TIN is provided to the Depositary.
6. TRANSFER TAXES. Bell Sports will pay all transfer taxes applicable to the
purchase and transfer of Debentures pursuant to the Tender Offer, except in
the case of deliveries of certificates for Debentures for principal amounts
not tendered or not met that are registered or issued in the name of any
person other than the registered or acting Holder of Debentures tendered
thereby.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. IRREGULARITIES. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Debentures will be determined by Bell Sports, in its sole discretion, which
determination shall be final and binding. ALTERNATIVE, CONDITIONAL OR
CONTINGENT TENDERS WILL NOT BE CONSIDERED VALID. Bell Sports reserves the
absolute right to reject any or all tenders of Debentures that are not in
proper form or the acceptance of which would, in Bell Sports' opinion, be
unlawful. Bell Sports also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Debentures. Bell
Sports' interpretations of the terms and conditions of the Tender Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Debentures
must be cured within such time as Bell Sports determines, unless waived by
Bell Sports. Tenders of Debentures shall not be deemed to have been made until
all defects or irregularities have been waived by Bell Sports or cured. All
tendering Holders, by execution of this Letter of Transmittal or a manually
signed facsimile hereof, waive any
10
<PAGE>
right to receive notice of the acceptance of their Debentures for purchase.
None of Bell Sports, the Depositary, the Dealer Manager, the Information
Agent, the Trustee or any other person will be under any duty to give notice
of any defects or irregularities in tenders of Debentures, or will incur any
liability to Holders for failure to give any such notice.
8. WAIVER OF CONDITIONS. Bell Sports expressly reserves the absolute right,
in its sole and absolute discretion, to amend or waive any of the conditions
to the Tender Offer in the case of any Debentures tendered, in whole or in
part, at any time and from time to time.
9. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR DEBENTURES. Any
Holder whose certificates for Debentures have been mutilated, lost, stolen or
destroyed should write to or telephone the Trustee at the address or telephone
number set forth in the Offer to Purchase.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering Debentures and requests for assistance or additional
copies of the Offer to Purchase and this Letter of Transmittal may be directed
to the Dealer Manager whose address and telephone number appear below. A
Holder may also contact such Holder's broker, dealer, commercial bank, trust
company or nominee for assistance concerning the Tender Offer.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Debentures are
accepted for payment is required to provide the Depositary (as payer) with
such Holder's correct TIN on Substitute Form W-9 below or otherwise establish
a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his or her social security number. If the Depositary is
not provided with the correct TIN, a $50 penalty may be imposed by the
Internal Revenue Service, and payments made to such Holder with respect to
Debentures purchased pursuant to the Tender Offer may be subject to backup
withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A Substitute Form W-9 can be obtained from the Depositary. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions. A foreign person may qualify
as an exempt recipient by submitting to the Depositary, in lieu of a
substitute Form W-9, a properly completed Internal Revenue Service Form W-8
signed under penalties of perjury, attesting to that Holder's exempt status.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments with respect to Debentures
purchased pursuant to the Tender Offer, the Holder is required to provide the
Depositary with either (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN) and that (A) such Holder is exempt from
backup withholding, (B) the Holder has not been notified by the Internal
Revenue Service that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends, or (C) the Internal Revenue
Service has notified the Holder that the Holder is no longer subject to backup
withholding or (ii) otherwise establish an adequate basis for exemption from
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary its TIN (e.g., social security
number or employer identification number). If the Debentures are held in more
than one name or are held not in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.
11
<PAGE>
PAYER'S NAME: HARRIS TRUST AND SAVINGS BANK
- --------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND _________________________
CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
SUBSTITUTE
_________________________
FORM W-9 Employer Identification
Number
--------------------------------------------------------
PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT:
PAYER'S REQUEST (1) The number shown on this form is my correct
FOR TAXPAYER Taxpayer Identification Number (or I am waiting a
IDENTIFICATION number to be issued to me) and
NUMBER ("TIN") (2) I am not subject to backup withholding because
(i) I am exempt from backup withholding,
(ii) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup
withholding as result of a failure to report all
interests or dividends, or (iii) the IRS has
notified me that I am no longer subject to backup
withholding.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must
cross out item (2) in Part 2 above if you
have been notified by the IRS that you
were subject to backup withholding. If PART 3--
you received another notification from Awaiting
the IRS stating that you are no longer TIN [_]
subject to backup withholding, do not
cross out such item (2).
SIGNATURE ____________ DATE _____, 1998
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that, if I do not provide a taxpayer
identification number to the Depositary, 31% of all reportable payments
made to me will be withheld, but will be refunded if I provide a certified
taxpayer identification number within 60 days.
SIGNATURE ____________________________________________ DATE: _______, 1998
Name (Please Print) ______________________________
- --------------------------------------------------------------------------------
12
<PAGE>
Any requests for additional copies of this Letter of Transmittal or the
Notice of Guaranteed Delivery should be directed to the Information Agent at
the address and telephone number set forth below.
The Information Agent for the Tender Offer is:
[LOGO OF GEORGESON & COMPANY INC.]
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect (212) 440-9800
Call Toll Free: 1-800-223-2064
Any questions or requests for assistance may be directed to the Dealer
Manager at the address and telephone number set forth below or at such
Holder's broker, dealer, commercial bank or trust company or nominee for
assistance concerning the Tender Offer.
The Dealer Manager for the Tender Offer is:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
2121 Avenue of the Stars
Suite 3000
Los Angeles, California 90067
(310) 282-6158 (call collect)
(310) 282-5516 (call collect)
<PAGE>
EXHIBIT 99.16
CUSIP 077903AA0
NOTICE OF GUARANTEED DELIVERY
TO TENDER IN RESPECT OF
UP TO $62.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF THE
4 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000
OF
BELL SPORTS CORP.
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 30, 1998, AS AMENDED AND SUPPLEMENTED BY THE
SUPPLEMENT TO OFFER TO PURCHASE, DATED JULY 24, 1998
As set forth under the caption "Procedures for Tendering Debentures-
Guaranteed Delivery" in the Offer to Purchase, dated June 30, 1998 (and the
supplement thereto dated July 24, 1998, together, the "Offer to Purchase") of
Bell Sports Corp., a Delaware corporation (the "Company") and in Instruction 1
of the related Letter of Transmittal (the "Letter of Transmittal and, together
with the Offer to Purchase, the "Offer Documents"), this Notice of Guaranteed
Delivery, or one substantially in the form hereof, must be used to accept the
Company's offer to purchase for cash up to $62.5 million of its 4 1/4%
Convertible Subordinated Debentures due 2000 (the "Debentures") subject to the
terms and conditions set forth in the Offer Documents if time will not permit
the Letter of Transmittal, certificates representing Debentures and all other
required documents to reach the Depositary on or prior to the Expiration Date,
or the procedures for book-entry transfer cannot be completed on or prior to the
Expiration Date. This form must be delivered by an Eligible Institution by
registered or certified mail or hand delivery, or transmitted by facsimile
transmission to the Depositary as set forth above. All capitalized terms used
herein and not defined herein shall have the meanings set forth in the Offer to
Purchase.
The Depositary for the Tender Offer is:
HARRIS TRUST AND SAVINGS BANK
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Overnight Courier or By Hand:
c/o Harris Trust Company of (212) 701-7636 c/o Harris Trust Company of
New York (For Eligible Institutions Only) New York
Wall Street Station Confirm by Telephone: 88 Pine Street, 19th Floor
Post Office Box 1023 (212) 701-7624 New York, New York 10005
New York, New York 10268-1023 Att'n: Reorganization Department
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Offer to Purchase and Letter of Transmittal
(receipt of which is hereby acknowledged), the principal amount of Debentures
specified below pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase under the caption "Procedures for Tendering Debentures-
Guaranteed Delivery."
The undersigned understand(s) that tenders of Debentures may be withdrawn
by written notice of withdrawal received by the Depositary at any time on or
prior to 7:00 a.m., New York City time, on the Expiration Date. In the event of
a termination of the Tender Offer, the Debentures tendered pursuant to the
Tender Offer will be returned to the tendering Holders promptly (or, in the case
of Debentures tendered by book-entry transfer, such Debentures will be credited
to the account maintained at DTC from which such Debentures were delivered).
Tendered Debentures cannot be withdrawn subsequent to the Expiration Date unless
the Company decreases either (i) the Tender Consideration for such Debentures or
(ii) the principal amount of such Debentures subject to the Tender Offer, in
which event Debentures previously tendered may be validly withdrawn until the
expiration of ten business days after the date that notice of such reduction is
first published, given or sent to Holders of such Debentures by the Company.
The undersigned understand(s) that payment by the Depositary for Debentures
tendered and accepted for payment pursuant to the Tender Offer will be made only
after timely receipt by the Depositary of such Debentures (or Book-Entry
confirmation of the transfer of such Debentures into the Depositary's account at
DTC) and Letter of Transmittal (or a manually signed facsimile copy thereof)
with respect to such Debentures properly completed and duly executed with any
required signature guarantees and any other documents required by the Letter of
Transmittal or a properly transmitted Agent's Message.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under the Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
- --------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
This Notice of Guaranteed Delivery must be signed by the Holder(s) of Debentures
exactly as their name(s) appear(s) on certificate(s) for Debentures or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Debentures, or by person(s)
authorized to become Holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her
name, address and full title as indicated below.
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Aggregate Principal Amount of Debentures Name(s) of Holder(s):
Tendered: _____________________________________________ ______________________________________________________
Certificate No(s). (if available): ____________________ ______________________________________________________
Window Ticket No. (if any): ___________________________ __Address(s) of Holder(s):
[_] Check here if Debentures will be tendered by ______________________________________________________
book-entry transfer: ______________________________________________________
The Depository Trust Company Account __(Zip Code)
Number: _______________________________________________ Area Code and Tel. No.: ______________________________
Transaction Code Number: ______________________________ _Name(s) of Authorized Signatory: ____________________
Dated: ________________________________ , 1998 __Full Title:_________________________________________
___Address(es) of Authorized Signatory:
______________________________________________________
__Area Code and Tel. No.: ____________________________
__Signature(s) of Registered Holder
or Authorized Signatory:
______________________________________________________
______________________________________________________
__
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association or
other entity that hereby (i) represents that the above-named persons are deemed
to own the Debentures tendered hereby within the meaning of Rule 14e-4
promulgated under the Exchange Act, as amended ("Rule 14e-4"), (ii) represents
that such tender of Debentures complies with Rule 14e-4 and (iii) is a
recognized Eligible Institution. The undersigned hereby guarantees to deliver
the Debentures, in proper form for transfer, or confirmation of book-entry
transfer pursuant to the procedures set forth in the Offer to Purchase under the
caption "Procedures for Tendering Debentures-Guaranteed Delivery," together with
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof or Agent's Message in lieu thereof) with any required
signature guarantees, and any other documents required by the Letter of
Transmittal will be received by the Depositary at one of its addresses set forth
above within three New York Stock Exchange trading days after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee
to the Depositary and must deliver the Letter of Transmittal and certificates
for the Debentures to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
<TABLE>
- ----------------------------------------------------------------------------------------------------
<S> <C>
Name of Firm: __________________________________ ________________________________________________
_Address: ______________________________________ _(Authorized Signatory)
________________________________________________ Title: _________________________________________
(Zip Code) _Date: ______________________________________,
Area Code and Tel. No.: _______________________ 1998
_
- ----------------------------------------------------------------------------------------------------
</TABLE>
NOTE: DO NOT SEND DEBENTURES WITH THIS NOTICE. DEBENTURES SHOULD BE SENT TO THE
DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
3
<PAGE>
EXHIBIT 99.17
BELL SPORTS CORP.
6350 SAN IGNACIO AVENUE
SAN JOSE, CALIFORNIA 95119
July 24, 1998
To the Holders of
4 1/4% Convertible Subordinated Debentures due 2000
of Bell Sports Corp.:
Bell Sports Corp., a Delaware corporation ("Bell Sports"), is offering to
purchase for cash (the "Tender Offer") up to $62.5 million aggregate principal
amount of its 4 1/4% Convertible Subordinated Notes due 2000 (the "Debentures"),
upon the terms and subject to the conditions set forth in the enclosed Offer to
Purchase dated June 30, 1998 (and the supplement thereto dated July 24, 1998,
together, the "Offer to Purchase") and the related Letter of Transmittal (the
"Letter of Transmittal"). The Debentures were issued under an indenture dated
as of November 15, 1993.
The consideration for each $1,000 principal amount of Debentures tendered
pursuant to the Tender Offer shall be $905, plus accrued and unpaid interest
from May 15, 1998 up to, but not including, the date of payment.
The Tender Offer is being made in connection with, and Bell Sports'
obligation to accept for purchase and to pay for Debentures validly tendered
pursuant to the Tender Offer is conditioned upon, (i) consummation of the merger
of HB Acquisition Corporation with and into Bell Sports (the "Merger"), (ii)
completion of a note offering by Bell Sports, Inc., a wholly-owned subsidiary of
Bell Sports (the "Subsidiary"), (iii) entry into a new senior credit facility by
the Subsidiary in an amount, together with other funds available to the Bell
Sports, sufficient to fund amounts payable in connection with the Merger, (iv)
Debentures in an amount not less than $35.0 million aggregate principal amount
being tendered in the Tender Offer, and (v) the satisfaction of the General
Conditions (as defined in the Offer to Purchase).
Please read carefully the Offer to Purchase and the other enclosed
materials relating to the Tender Offer. If you require assistance, you should
consult your financial, tax or other professional advisors. Holders who wish to
participate in the Tender Offer are asked to respond promptly by completing and
returning the Letter of Transmittal (enclosed), and all other required
documentation, to Harris Trust and Savings Bank, the Depositary for the Tender
Offer, or to electronically transmit their acceptance of the Tender Offer by
causing The Depository Trust Company ("DTC") to transfer Debentures to the
Depositary in accordance with DTC's Automated Tender Offer Procedures for
transfer.
If you have questions regarding the terms of the Tender Offer, please
direct your questions to Donaldson, Lufkin & Jenrette Securities Corporation at
2121 Avenue of the Stars, Fox Plaza, Los Angeles, California 90067. In
addition, Georgeson & Company, Inc. is acting as our Information Agent for the
Tender Offer and can be reached at Wall Street Plaza, New York, New York 10005
or at 1-800-223-2064.
Thank you for your time and effort in reviewing this request.
Very truly yours,
BELL SPORTS CORP.
<PAGE>
EXHIBIT 99.18
CUSIP 077903AA0
OFFER TO PURCHASE FOR CASH
UP TO $62.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF
4 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000
OF
BELL SPORTS CORP.
- --------------------------------------------------------------------------------
THE TENDER OFFER WILL EXPIRE AT 7:00 A.M., NEW YORK CITY TIME, ON AUGUST 14,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF DEBENTURES MUST TENDER
THEIR DEBENTURES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE
TENDER OFFER CONSIDERATION. TENDERED DEBENTURES MAY BE WITHDRAWN AT ANY TIME ON
OR PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
July 24, 1998
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is an Offer to Purchase (and the supplement
thereto dated July 24, 1998, together, the "Offer to Purchase") and a Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offer Documents"), relating to the offer (the "Tender Offer") by
Bell Sports Corp., a Delaware corporation ("Bell Sports"), to purchase for cash
up to $62.5 million aggregate principal amount of its 4 1/4% Convertible
Subordinated Debentures due 2000. The Debentures were issued under an indenture
dated as of November 15, 1993.
The consideration for each $1,000 principal amount of Debentures tendered
pursuant to the Tender Offer shall be $905, plus accrued and unpaid interest
from May 15, 1998 up to, but not including, the date of payment.
THE TENDER OFFER IS BEING MADE IN CONNECTION WITH, AND BELL SPORTS'
OBLIGATION TO ACCEPT FOR PURCHASE AND TO PAY FOR DEBENTURES VALIDLY TENDERED
PURSUANT TO THE TENDER OFFER IS CONDITIONED UPON, (I) CONSUMMATION OF THE MERGER
OF HB ACQUISITION CORPORATION WITH AND INTO BELL SPORTS (THE "MERGER"), (II)
COMPLETION OF A NOTE OFFERING BY BELL SPORTS, INC., A WHOLLY-OWNED SUBSIDIARY OF
BELL SPORTS (THE "SUBSIDIARY"), (III) ENTRY INTO A NEW SENIOR CREDIT FACILITY BY
THE SUBSIDIARY IN AN AMOUNT, TOGETHER WITH OTHER FUNDS AVAILABLE TO BELL SPORTS,
SUFFICIENT TO FUND AMOUNTS PAYABLE IN CONNECTION WITH THE MERGER, (IV)
DEBENTURES IN AN AMOUNT NOT LESS THAN $35.0 MILLION AGGREGATE PRINCIPAL AMOUNT
BEING TENDERED IN THE TENDER OFFER, AND (V) THE SATISFACTION OF THE GENERAL
CONDITIONS (AS DEFINED IN THE OFFER TO PURCHASE).
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase;
2. Letter of Transmittal for your use and for the information of your
clients;
3. Notice of Guaranteed Delivery to be used to accept the Tender
Offer if the Debentures and all other required documents, cannot be
delivered to the Depositary, by the Expiration Date;
4. A letter to the Holders of Debentures from Bell Sports:
5. A letter which may be sent to your clients for whose accounts you
hold Debentures
<PAGE>
registered in your name or in the name of your nominee, with an instruction
form provided for obtaining such clients' instructions with respect to the
Tender Offer; and
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal income
tax withholding.
7. A return envelope addressed to Harris Trust & Savings Bank, the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE TENDER OFFER WILL EXPIRE AT 7:00 A.M., NEW YORK CITY TIME, ON AUGUST
14, 1998, UNLESS EXTENDED.
Bell Sports will not pay any fees or commissions to any broker, dealer,
commercial bank, trust company or other person in connection with the
solicitation of tenders of Debentures pursuant to the Tender Offer. Bell
Sports, upon request, will reimburse brokers, dealers, commercial banks, and
trust companies for reasonable and customary mailing and handling expenses
incurred by them in forwarding any of the enclosed materials to their clients.
Bell Sports will pay all transfer taxes to purchase and transfer the Debentures
pursuant to the Tender Offer, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
Any requests for additional copies of the Offer to Purchase, the Letter of
Transmittal and Notice of Guaranteed Delivery should be directed to the
Information Agent and any questions or requests for assistance should be
directed to the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF BELL SPORTS, THE DEALER MANAGER, THE
INFORMATION AGENT, THE DEPOSITARY, THE TRUSTEE, OR OF ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER
THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
EXHIBIT 99.19
OFFER TO PURCHASE FOR CASH
UP TO $62.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF 4 1/4% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2000
OF
BELL SPORTS CORP.
- --------------------------------------------------------------------------------
THE TENDER OFFER WILL EXPIRE AT 7:00 A.M., NEW YORK CITY TIME, ON AUGUST 14,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF DEBENTURES MUST TENDER
THEIR DEBENTURES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE
TENDER OFFER CONSIDERATION. TENDERED DEBENTURES MAY BE WITHDRAWN AT ANY TIME ON
OR PRIOR TO THE EXPIRATION DATE.
- -------------------------------------------------------------------------------
July 24, 1998
To Our Clients:
Enclosed for your consideration is an Offer to Purchase (and a supplement
thereto dated July 24, 1998, together, the "Offer to Purchase") and a Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offer Documents") relating to the offer (the "Tender Offer") by
Bell Sports Corp., a Delaware corporation ("Bell Sports"), to purchase for cash
up to $62.5 million aggregate principal amount of its 4 1/4% Convertible
Subordinated Debentures due 2000 (the "Debentures").
WE ARE THE HOLDER OF RECORD OF DEBENTURES HELD BY US FOR YOUR ACCOUNT. A
TENDER OF SUCH DEBENTURES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER DEBENTURES HELD BY US
FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender Debentures
on your behalf in respect of any or all of the Debentures held by us for your
account, upon the terms and subject to the conditions set forth in the Offer
Documents.
Your attention is directed to the following:
1. The consideration for each $1,000 principal amount of Debentures
tendered pursuant to the Tender Offer shall be $905, plus accrued
and unpaid interest from May 15, 1998 up to, but not including,
the date of payment.
2. The Tender Offer is being made in connection with, and Bell
Sports' obligation to accept for purchase and to pay for
Debentures validly tendered pursuant to the Tender Offer is
conditioned upon, (i) consummation of the merger of HB
Acquisition Corporation with and into Bell Sports (the "Merger"),
(ii) completion of a note offering by Bell Sports, Inc., a
wholly-owned subsidiary of Bell Sports (the "Subsidiary"), (iii)
entry into a new senior credit facility by the Subsidiary in an
amount, together with other funds available to Bell Sports,
sufficient to fund amounts payable in connection with the Merger,
(iv) Debentures in an amount not less than $35.0 million
aggregate principal amount being tendered in the
<PAGE>
Tender Offer, and (v) the satisfaction of the General Conditions
(as defined in the Offer to Purchase).
3. The Tender Offer is being made for Debentures having an aggregate
principal of up to $62.5 million. If Debentures having an
aggregate principal amount in excess of $62.5 million are
tendered, Bell Sports will purchase Debentures having an
aggregate principal amount of $62.5 million, pro rata in an
amount per Holder equal to a fraction the numerator of which is
such Holder's total principal amount of Debentures tendered and
the denominator of which is the total principal amount of
Debentures tendered, multiplied by $62.5 million.
4. The Tender Offer will expire at 7:00 a.m., New York City time, on
August 14, 1998, unless the Tender Offer is extended. Tendered
Debentures may be withdrawn at any time on or prior to the
Expiration Date.
5. If you wish to tender any or all of your Debentures, we must
receive your instructions in ample time to permit us to effect a
valid tender on your behalf of Debentures on or prior to the
Expiration Date.
If you wish to have us tender any or all of your Debentures held by us for
your account upon the terms set forth in the Offer to Purchase, please so
instruct us by completing, executing and returning to us the Instruction Form
contained in this letter. An envelope in which to return your instructions to
us is enclosed. If you authorize the tender of your Debentures, all such
Debentures will be tendered unless otherwise specified on the Instruction Form.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT
A TENDER ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION DATE.
The Tender Offer is not being made to (nor will tenders of Debentures be
accepted from or on behalf of) Holders of Debentures in any jurisdiction in
which the making or acceptance of the Tender Offer would not be in compliance
with the laws of such jurisdiction. However, Bell Sports, in its sole
discretion, may take such action as it may deem necessary to make the Tender
Offer in any such jurisdiction, and may extend the Tender Offer to Holders of
Debentures in such jurisdiction.
<PAGE>
INSTRUCTION FORM WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
UP TO $62.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF
4 1/4 % CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000
OF
BELL SPORTS CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated June 30, 1998, including the supplement thereto dated
July 24, 1998, and the related Letter of Transmittal, in connection with the
offer (the "Tender Offer") by Bell Sports Corp., a Delaware corporation (the
"Company"), to purchase for cash up to $62.5 million aggregate principal amount
of its 4 1/4% Convertible Subordinated Debentures due 2000 (the "Debentures").
This will instruct you to tender to the Company the aggregate principal
amount of Debentures indicated below held by you for the account or benefit of
the undersigned (or, if no amount is indicated below, for all of the aggregate
principal amount of Debentures held by you for the account of the undersigned)
upon the terms and subject to the conditions set forth in the Tender Offer.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
UNDERSIGNED. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY.
<TABLE>
- ------------------------------
<S> <C>
SIGN HERE
Aggregate Principal Amount of
Debentures to be Tendered: ________________________________
______________________________ ________________________________
* Signature(s)
________________________________
Please type or print name(s)
________________________________
Date
________________________________
Please type or print name(s)
________________________________
Area Code and Telephone Number
________________________________
Taxpayer Identification or
Social Security Number
</TABLE>
______________
* Unless otherwise indicated, it will be assumed that we should tender all of
the aggregate principal amount of Debentures held by us for your account.
3
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social security numbers have nine digits separated by two hyphens: i.e. 000-
00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- --------------------------------------------- ---------------------------------------------------------
GIVE THE GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF-- NUMBER OF--
- --------------------------------------------- ---------------------------------------------------------
<S> <C> <S> <C>
1. An individual's account The individual 6. Sole proprietorship The owner
account
2. Two or more individuals The actual owner
(joint account) of the account 7. A valid trust, estate, The legal entity (Do not
or, if combined or pension trust furnish the identifying
funds, the first number of the personal
individual on representative or trustee
the account(1) unless the legal entity
itself is not designated
3. Custodian account of a The minor(2) in the account title.)(4)
minor (Uniform Gift to
Minors Act) 8. Corporate account The corporation
4. a. The usual revocable The grantor- 9. Partnership account The partnership
savings trust trustee(1) held in the name of
account (grantor the business
is also trustee)
b. So-called trust The actual 10. Association, club, The organization
account that is owner(1) religious, charitable,
not a legal or or other tax-exempt
valid trust under organization
State law
11. A broker or registered The broker or nominee
5. Sole proprietorship The owner(3) nominee
account
12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
- --------------------------------------------- ---------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner. The name of the business or the "doing business
as" name may also be entered. Either the social security number or the
employer identification number may be used.
(4) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN") or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card,
or Form SS-4, Application for Employer Identification Number, at the local
office of the Social Security Administration or the Internal Revenue Service
and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on all dividend and
interest payments and on broker transactions include the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodian account under Section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding including the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including the exempt-interest dividends
under section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments described in section 6049(b)(6) to nonresident aliens.
. Payments of tax-exempt interest (including the exempt-interest dividends
under section 859).
. Payments described in section 6049(b)(7) to resident aliens.
. Payments on tax-free covenant bonds under section 1466.
. Payments made to a nominee.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. Complete the Substitute Form W-9 as
follows:
ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ACROSS THE FACE OF
THE FORM, SIGN, DATE, AND RETURN THE FORM TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup with-
holding. For details, see the sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N and the regulations thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes and to help verify the accuracy of tax reforms. Payers must be given
the numbers whether or not recipients are required to file tax returns. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a
false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS.--If the payer discloses or uses
taxpayer identification numbers in violation of Federal law, the payer may be
subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
