<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. 2)
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)
CALCULATION OF FILING FEE: PREVIOUSLY PAID.
Page 1
<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 (as amended on July 28,
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. 2 to the Statement.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Statement. Pursuant to General Instruction E to
Schedule 13E-4, information previously disclosed in the Statement is omitted
from this Amendment No. 2.
ITEM 1.
(b) The Offer to Purchase expired by its terms at 7:00 a.m., New York City
time, on August 14, 1998. Debentures were tendered pursuant to the Tender Offer
in an aggregate principal amount of $77,397,000. The Company has accepted
$62,500,000 aggregate principal amount of Debentures in accordance with the
terms of the Tender Offer. Accordingly, the Company will purchase approximately
80% of the Debentures tendered from all tendering debentureholders on a pro rata
basis. The Debentures will be purchased for $905 per $1,000 principal amount of
Debentures, plus accrued and unpaid interest from May 15, 1998 up to, but not
including, the date of payment.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
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)
</TABLE>
Page 2
<PAGE>
<TABLE>
<S> <C>
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)
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 (Exhibit 99.14
to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on July 28, 1998)
</TABLE>
Page 3
<PAGE>
<TABLE>
<S> <C>
99.15. Form of Letter of Transmittal (as amended on July 24, 1998)
(Exhibit 99.15 to the Company's Schedule 13E-4 filed with the
Securities and Exchange Commission on July 28, 1998)
99.16. Notice of Guaranteed Delivery (as amended on July 24, 1998)
(Exhibit 99.16 to the Company's Schedule 13E-4 filed with the
Securities and Exchange Commission on July 28, 1998)
99.17. Form of Letter to Holders of 4 1/4% Convertible Subordinated
Debentures due 2000 (as amended on July 24, 1998) (Exhibit 99.17 to
the Company's Schedule 13E-4 filed with the Securities and Exchange
Commission on July 28, 1998)
99.18. Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (as amended on July 24, 1998) (Exhibit
99.18 to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on July 28, 1998)
99.19. Form of Letter to Clients (as amended on July 24, 1998) (Exhibit
99.19 to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on July 28, 1998)
99.20. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (as amended on July 24, 1998) (Exhibit 99.20 to
the Company's Schedule 13E-4 filed with the Securities and Exchange
Commission on July 28, 1998)
99.21. Press release of Bell Sports Corp. dated June 30, 1998*
99.22. Press release of Bell Sports Corp. dated July 24, 1998*
99.23. Press release of Bell Sports Corp. dated August 17, 1998*
</TABLE>
*Filed herewith.
Page 4
<PAGE>
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: August 17, 1998 BELL SPORTS CORP.
By /s/ Linda K. Bounds
-----------------------------------
Name: Linda K. Bounds
Title: Senior Vice President and
Chief Financial Officer
Page 5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
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)
</TABLE>
Page 6
<PAGE>
<TABLE>
<S> <C>
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 (Exhibit 99.14
to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on July 28, 1998)
99.15. Form of Letter of Transmittal (as amended on July 24, 1998)
(Exhibit 99.15 to the Company's Schedule 13E-4 filed with the
Securities and Exchange Commission on July 28, 1998)
99.16. Notice of Guaranteed Delivery (as amended on July 24, 1998)
(Exhibit 99.16 to the Company's Schedule 13E-4 filed with the
Securities and Exchange Commission on July 28, 1998)
99.17. Form of Letter to Holders of 4 1/4% Convertible Subordinated
Debentures due 2000 (as amended on July 24, 1998) (Exhibit 99.17
to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on July 28, 1998)
99.18. Form of Letter to Broker, Dealers, Commercial Banks, Trust
Companies and Other Nominees (as amended on July 24, 1998)
(Exhibit 99.18 to the Company's Schedule 13E-4 filed with the
Securities and Exchange Commission on July 28, 1998)
99.19. Form of Letter to Clients (as amended on July 24, 1998) (Exhibit
99.19 to the Company's Schedule 13E-4 filed with the Securities
and Exchange Commission on July 28, 1998)
99.20. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (as amended on July 24, 1998) (Exhibit 99.20
to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on July 28, 1998)
</TABLE>
Page 7
<PAGE>
<TABLE>
<S> <C>
99.21. Press release of Bell Sports Corp. dated June 30, 1998*
99.22. Press release of Bell Sports Corp. dated July 24, 1998*
99.23. Press release of Bell Sports Corp. dated August 17, 1998*
</TABLE>
*Filed herewith.
Page 8
<PAGE>
Exhibit 99.21
RELEASE DATE: June 30, 1998
CONTACT: Sondra L. Lehman, Director of Investor Relations (888) 534-9500
BELL SPORTS CORP.
COMMENCES TENDER OFFER FOR ITS
4- 1/4% CONVERTIBLE SUBORDINATED
DEBENTURES DUE 2000
SAN JOSE, CA - BELL SPORTS CORP. (NASDAQ: BSPT AND BSPTG) Tuesday announced that
it has commenced an offer (the "Offer") to purchase up to $62.5 million
aggregate principal amount of its 4- 1/4 percent Convertible Subordinated
Debentures due November 2000, CUSIP 077903AA0 ("Debentures").
The Offer will expire at 5:00 p.m. New York City time on July 29, 1998, unless
extended. The purchase price per $1,000 principal amount of Debentures will be
$890, plus accrued and unpaid interest from May 15, 1998 up to, but not
including, the date of payment.
The Company's obligation to purchase Debentures is conditioned upon, among other
things, the consummation of the Company's merger with HB Acquisition Corp. and
the receipt of financing. Consummation of the Offer is not a condition to the
Company's merger with HB Acquisition Corp.
Requests for documents may be directed to Georgeson & Co. Inc., the information
agent, at 800/223-2064. Questions regarding the Offer may be directed to
Donaldson, Lufkin & Jenrette Securities Corporation (contact Todd Wadler or Kent
Savagian), the exclusive dealer manager for Offer, at (310) 282-6158.
Headquartered in San Jose, California, Bell Sports is a leading manufacturer and
marketer of bicycle helmets, bicycle accessories and auto racing helmets and
sells snowboards and ski helmets. Bell Sports markets its products under the
brand names: Bell, Giro, Rhode Gear, VistaLite, Blackburn, Copper Canyon
Cycling, Spoke-Hedz and Cycle Tech.
<PAGE>
Exhibit 99.22
RELEASE DATE: July 24, 1998
CONTACT: Sondra L. Lehman, Director of Investor Relations (888) 534-9500
BELL SPORTS CORP. INCREASES
ITS OFFER PRICE AND EXTENDS
THE EXPIRATION DATE FOR ITS
OUTSTANDING OFFER TO PURCHASE
SAN JOSE, CA - Bell Sports Corp. (Nasdaq: BSPT and BSPTG) today announced that
in connection with its outstanding offer to purchase up to $62.5 million of its
4 1/4% Convertible Subordinated Debentures due 2000 (the "Debentures") dated
June 30, 1998 (the "Offer to Purchase"), it has extended the Expiration Date to
7:00 a.m. New York City time, on August 14, 1998, as such date and time may be
further extended.
In addition to extending the Expiration Date, the Company is also amending the
Offer to Purchase to change the consideration to be paid for each Debenture
validly tendered on or prior to the Expiration Date to a cash purchase price of
$905 per $1000 principal amount.
Loomis, Sayles & Co, L.P. has informed the Company that it intends to tender its
holding of Debentures pursuant to the revised offer.
Unless otherwise stated herein, the terms and conditions of the Offer to
Purchase remain as set forth in the Offer to Purchase dated June 30, 1998, as
amended, which can be obtained (along with certain related documents) by
contacting Georgeson & Company, Inc., the Information Agent for the Offer to
Purchase, at (800) 223-2064 or (212) 440-9800 for banks and brokers.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") is acting as the
Dealer Manager for the Offer to Purchase. Questions concerning the Offer to
Purchase may be directed to DLJ at (310) 282-6158 (call collect) or (310) 282-
5516 (call collect).
As of July 23, 1998, approximately $4 million aggregate principal amount of
Debentures had been tendered pursuant to the Offer to Purchase.
This press release constitutes neither an offer to purchase nor a solicitation
of an offer to sell securities. The offer to purchase is made only pursuant to
the Offer to Purchase dated June 30, 1998, as it may be amended or supplemented
by the Company from time to time. For information regarding the pricing, tender
and delivery procedures and conditions of the Offer to Purchase, reference is
made to the Offer to Purchase and the related documents.
1
<PAGE>
The Company is the leading manufacturer and marketer of bicycle helmets
worldwide and a leading supplier of a broad line of bicycle accessories in North
America. The Company is also a leading supplier of auto racing helmets and a
supplier of bicycle accessories worldwide. Recently, the Company began
marketing in-line skating, snowboarding, snow skiing and water sport helmets.
The Company markets its helmets under the widely recognized Bell, Bell Pro and
Giro brand names, and its accessories under such leading brands as Bell,
Blackburn, Rhode Gear, VistaLite, Copper Canyon Cycling and Spoke-Hedz.
Certain matters within this news release are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and as such
may involve known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance or achievements of the Company to be
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Although the Company believes the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
attained. These risks are detailed from time to time in the Company's filing
with the Securities and Exchange Commission.
2
<PAGE>
Exhibit 99.23
RELEASE DATE: August 17, 1998
CONTACT: Sondra L. Lehman, Director of Investor Relations (888) 534-9500
BELL SPORTS CORP.
COMPLETES MERGER WITH
HB ACQUISITION CORPORATION
AND RELATED FINANCING TRANSACTIONS
San Jose, CA -- Bell Sports Corp. (Nasdaq: BSPT and BSPTG) announced today
that it has completed its plan of recapitalization and merger with HB
Acquisition Corporation, an affiliate of Charlesbank Equity Fund IV, Limited
Partnership (together with its affiliates, "Charlesbank") and Brentwood
Associates Buyout Fund II, L.P. (together with its affiliates, "Brentwood").
Each outstanding share of the Company's common stock has been converted into the
right to receive $10.25 per share in cash. Today will be the last trading day
for the Company's common stock.
The Company will send each registered stockholder a letter describing the
procedures to be followed in order to surrender his or her stock certificates in
exchange for the merger consideration. Stockholders should not forward their
certificates to the Company.
In connection with the plan of recapitalization and merger, Charlesbank and
Brentwood invested an aggregate of $45 million in equity of the Company and $15
million in the Company's 14% Senior Discount Debentures due 2009.
The Company accepted for purchase the maximum $62.5 million aggregate
principal amount of its 4 1/4% Convertible Subordinated Debentures due 2000 (the
"Debentures") pursuant to its previously announced offer to purchase. The tender
offer was commenced June 30, 1998 and expired at 7:00 a.m. on August 14, 1998.
Upon expiration of the tender offer, approximately $77 million aggregate
principal amount of Debentures had been tendered. Donaldson, Lufkin & Jenrette
Securities Corporation acted as dealer manager for the tender offer.
Bell Sports, Inc., a wholly-owned subsidiary of the Company, issued
$110,000,000 aggregate principal amount of 11.00% Senior Subordinated Notes due
2008 (the "Notes") pursuant to a private placement, which was not registered
under the Securities Act of 1933. The Notes may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. Interest on the Notes will be payable semi-annually, in arrears,
in cash on August 15 and February 15, commencing on February 15, 1999.
Additionally, Bell Sports, Inc. entered into a five year $60 million senior
secured revolving credit facility, subject to borrowing base requirements.
Mary J. George, the newly appointed Chief Executive Officer of Bell Sports
Corp., commented, "We are very excited about working with our new investors,
Charlesbank and Brentwood. Fiscal 1999 presents many opportunities for the
Company, including growth in international markets, which the
1
<PAGE>
Company together with Charlesbank and Brentwood will fully pursue." George
continued, "We remain focused on our core business and improving its
operations."
Certain matters within this news release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and
as such may involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Bell Sports
Corp. to be different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Although Bell Sports
Corp. believes the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be attained. These risks are detailed from time to time in
the Bell Sports Corp.'s filings with the Securities and Exchange Commission.
Bell Sports Corp. is the leading manufacturer and marketer of bicycle
helmets worldwide and a leading supplier of a broad line of bicycle accessories
in North America. The Company is also a leading supplier of auto racing helmets
and a supplier of bicycle accessories worldwide. Recently, the Company began
marketing in-line skating, snowboarding, snow skiing and water sport helmets.
The Company markets its helmets under the widely recognized Bell, Bell Pro and
Giro brand names, and its accessories under such leading brands as Bell,
Blackburn, Rhode Gear, VistaLite, Copper Canyon Cycling and Spoke-Hedz.
2
