SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 13, 2000
BELL SPORTS CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-19873 36-3671789
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6350 San Ignacio Avenue, San Jose, California 95119
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 408-574-3400
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 13, 2000, Bell Sports Corp., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Bell Sports Holdings, L.L.C., a Delaware limited liability
company ("Bell Sports Holdings"), and Andsonica Acquisition Corp., a Delaware
corporation ("Andsonica Acquisition"). The Merger Agreement provides for the
merger (the "Merger") of Andsonica Acquisition with and into the Company.
Following the Merger, the separate corporate existence of Andsonica Acquisition
will cease and the Company will continue as the surviving corporation. Andsonica
Acquisition is a newly-organized corporation formed by Chartwell Investments II
L.L.C. for the purpose of entering into the Merger Agreement and engaging in the
transactions contemplated thereby.
The Merger Agreement was approved by the Board of Directors of the Company
prior to its execution and also has been approved by the stockholders of the
Company. The consummation of the Merger, which is subject to satisfaction of
customary conditions, is anticipated in mid-August.
The Merger will constitute a change of control under the Indenture
governing the outstanding 11% Senior Subordinated Notes (the "Notes") due 2008
issued by Bell Sports, Inc., a wholly-owned subsidiary of the Company, and as a
result, Bell Sports, Inc. expects to make a change of control offer to
repurchase the Notes after the consummation of the Merger.
Copies of the Merger Agreement and the Company's press releases issued on
June 14, 2000 with respect to the Merger Agreement and the transactions
contemplated thereby are attached hereto as Exhibits 2, 20.1 and 20.2,
respectively, and each is incorporated herein by reference.
This Current Report on Form 8-K contains or incorporates 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 that 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.
These forward-looking statements include, but are not limited to,
statements regarding future events and the Company's plans, goals, objectives
and expectations. The inclusion of such forward-looking information should not
be regarded as a representation that the future events, plans, goals, objectives
or expectations the Company contemplates will be achieved. These risks are
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
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(c) EXHIBITS.
The following is a list of the Exhibits filed herewith.
Exhibit
Number Description of Exhibit
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2 Agreement and Plan of Merger, dated as of June 13, 2000, among Bell
Sports Holdings, Andsonica Acquisition and the Company.
20.1 Press Release issued by the Company on June 14, 2000.
20.2 Press Release issued by the Company on June 14, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BELL SPORTS CORP.
Date: June 15, 2000 By: /s/ Mary J. George
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Mary J. George
Chief Executive Officer
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EXHIBIT INDEX
The following is a list of the Exhibits filed herewith.
Exhibit
Number Description of Exhibit
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2 Agreement and Plan of Merger, dated as of June 13, 2000, among Bell
Sports Holdings, Andsonica Acquisition and the Company.
20.1 Press Release issued by the Company on June 14, 2000.
20.2 Press Release issued by the Company on June 14, 2000.
