BELL SPORTS CORP
8-K, EX-20.2, 2000-06-20
SPORTING & ATHLETIC GOODS, NEC
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[BELL SPORTS LOGO]  NEWS RELEASE                    [CHARTWELL INVESTMENTS LOGO]

Contact: Richard Willis,                            Contact: Todd R. Berman
         Chief Operating Officer, CFO                        President
         408-574-3530                                        212-521-5500

For Immediate Release
June 14, 2000

         Bell Sports - Industry Leader in Bike Helmets and Accessories -
                    Recapitalized in Agreement with Chartwell

San Jose, California - Bell Sports Corp., the leader in design, development, and
marketing of bicycle helmets and  accessories,  today signed a  recapitalization
agreement with an affiliate of Chartwell Investments.

Under the agreement,  an affiliate of Chartwell and management are  contributing
over $100 million of equity in a management-led  recapitalization of Bell Sports
Corp.  that will give Chartwell  majority  ownership.  Brentwood  Associates and
Charlesbank Capital Partners, the company's current investors,  will continue to
maintain an interest in Bell.  Total  financing for the transaction is in excess
of $340 million.

"We have enjoyed a rewarding  and  productive  partnership  with  Brentwood  and
Charlesbank.  During the two years  since  Brentwood  and  Charlesbank  took the
company  private,  Bell has  substantially  improved  its  market  position  and
financial  performance." said Mary George, who will become Executive Chairman of
the Board of Bell Sports Corp upon completion of the transaction.

"With our new partners at Chartwell,  Bell Sports will continue to be one of the
strongest  capitalized  companies in the industry. We will continue to be led by
the proven  executive team that propelled the company's rapid growth and we look
forward to working with Chartwell," concluded Ms. George.

Bell Sports has been providing  quality products to sports  enthusiasts for over
50 years,  and is the leading  designer  and  marketer of bicycle  helmets and a
broad line of cycling accessories  throughout North America,  Europe,  Australia
and Asia. It is also a leader in marketing  skating and winter  sports  helmets.
The company markets its helmets under the widely  recognized  Bell, Bell Pro and
Giro brand names, and its bicycle accessories under such leading brands as Bell,
Blackburn, Rhode Gear, VistaLite and Spoke-Hedz.

In April, 2000, Bell Sports Corp., released its results for the third quarter of
fiscal 2000 reporting LTM sales and LTM EBITDA as of March of $234.7 million and
$37.0 million, respectively.
<PAGE>
Richard Willis, who will become the President and Chief Executive Officer,  upon
completion of the transaction, added, "Bell Sports is enjoying tremendous growth
and will continue to lead the industry in  innovation  and quality and to invest
in our  people and  products.  Further,  we have new  investors  that  except to
provide  significant  resources to enable Bell to make  acquisitions.  This will
allow us to leverage our strong heritage of successful  acquisitions,  and build
an even stronger company."

 "Bell is a market-leading company with outstanding people,  innovative products
and excellent growth prospects.  We are very enthusiastic  about partnering with
Mary George,  Richard  Willis and the entire Bell team to continue the growth of
their company and realize Bell's full potential," said Todd Berman, President of
Chartwell.

The  transaction  will  constitute  a change  of  control  under  the  Indenture
governing the Bell Sports Inc.  outstanding  11% Senior  Subordinated  Notes due
2008 and as a result Bell Sports Inc., a wholly owned subsidiary of the Company,
expects to make a change of control offer to repurchase the Notes after closing.

Closing,   which  is  subject  to  satisfaction  of  customary  conditions,   is
anticipated  in mid  August.  The Board of  Directors  and  stockholders  of the
Company have approved the transaction.

Chartwell  Investments  is a New York City  based  private  equity  firm,  which
invests in growth financings and management buy-outs of middle market companies.
Chartwell recently completed the $200 million  acquisition of Playcore,  Inc., a
leading playground equipment and backyard products company.

Brentwood  Associates is a Los Angeles-based  private equity firm with over $750
million under  management,  which specializes in  growth-oriented  build-ups and
buyouts.  Charlesbank  Capital  Partners LLC,  based in Boston,  manages over $2
billion of capital committed to acquisition and expansion  financing for growing
companies and developing real estate assets.


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