SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 30, 1999
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ICON Fitness Corporation
IHF Holdings, Inc.
ICON Health & Fitness, Inc.
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(Exact Name of Registrant as Specified in its Charter)
333-18475 87-0566936
33-87930-01 87-0531209
Delaware 33-87930 87-0531206
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1500 South 1000 West
Logan, Utah 84321
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(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code 435-750-5000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
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On July 30, 1999, ICON Health & Fitness, Inc. ("ICON") announced
the commencement of an exchange offer with concurrent consent
solicitation (collectively, the "Exchange Offers") for 100% of its 13%
Senior Subordinated Notes due 2002 (the "13% Notes"), 100% of the 15%
Senior Secured Discount Notes due 2004 (the "15% Notes") of IHF
Holdings, Inc. ("IHF Holdings") the Company's immediate parent
company, and 100% of the 14% Senior Discount Notes due 2006 (the "14%
Notes") of ICON Fitness Corporation ("ICON Fitness"), IHF Holdings'
immediate parent company. ICON also announced that, in connection with
the launch of the Exchange Offers, the lenders under its existing
credit facility agreed to extend the term of its revolving credit
commitment from August 2, 1999 to October 29, 1999. A copy of the
press release announcing the commencement of the Exchange Offers and
the extension of the existing credit facility is attached hereto as
Exhibit 99.
Under the terms of the Exchange Offers, ICON will pay the
following consideration for each $1,000 principal amount of 13% Notes
validly tendered and not withdrawn:
- $395 in cash,
- $444 principal amount of new 12% notes due 2005 of ICON,
- an additional cash payment equal to the sum of (i)
interest due on the tendered 13% notes on July 15, 1999 (with
additional interest thereon from July 15, 1999 to the closing of the
exchange offers at the rate of 17% per annum) and (ii) interest
accrued after July 15, 1999 on the tendered 13% notes to the closing
of the exchange offers at the rate of 17% per annum, and
- warrants to purchase a pro rata share of 4.3% of the fully
diluted equity of a newly formed holding company, HF Holdings, Inc.
("New ICON"), which will own substantially all of ICON's equity upon
consummation of the exchange offers.
Under the terms of the exchange offers, ICON will also pay: (i)
for each $1,000 principal amount at maturity of 15% Notes of IHF
Holdings validly tendered and not withdrawn, warrants to purchase a
pro rata share of 6.5% of the fully diluted equity of New ICON and
(ii) for each $1,000 principal amount at maturity of 14% Notes of ICON
Fitness validly tendered and not withdrawn, warrants to purchase a pro
rata share of 2.0% of the fully diluted equity of New ICON.
ICON and its parent companies have each reserved the right to
effect the Exchange Offers for the 15% Notes of IHF Holdings and 14%
Notes of ICON Fitness (but not the 13% Notes of ICON) by commencing
cases under the Bankruptcy Code and proposing a prepackaged plan of
liquidation of either or both of IHF Holdings and ICON Fitness
pursuant to which the consideration described above would be
transferred to the filing parent company and then distributed to the
respective holders of the 15% Notes and/or 14% Notes, as applicable.
The Exchange Offers will expire at 5:00 p.m., New York City time,
on August 30, 1999. Holders who tender their securities in the
Exchange Offers will be deemed to have submitted consents in the
consent solicitations. Holders may not deliver consents without
tendering their notes. Holders of 15% Notes and/or 14% Notes who
tender their notes in the Exchange Offers must also submit a vote for
the proposed plan of liquidation of the parent companies in order for
their notes to be deemed validly tendered. The deadline for voting on
the prepackaged plan of liquidation is also at 5:00 p.m., New York
City time, on August 30, 1999.
The securities offered in the Exchange Offers have not been, and
will not be, registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. The Exchange Offers are made only by an Exchange Offer
and Consent Solicitation Statement dated July 30, 1999.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of busines acquired
None
(b) Pro Forma financial information
None
(c) Exhibits
99.3 Press Release dated July 30, 1999, announcing launch of exchange
offer and extension of bank credit facility
99.4 Press Release dated August 2, 1999, announcing revised expiration
date for exchange offer
SIGNATURES
Pursuant to the requirements of the Securities 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.
ICON Fitness Corporation
IHF Holdings, Inc.
ICON Health & Fitness, Inc.
Date: August 3, 1999 By: /s/ S. Fred Beck
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Name: S. Fred Beck
Title: Chief Financial Officer
Friday July 30, 4:43 pm Eastern Time
Company Press Release
ICON Health & Fitness, Inc. Announces Launch of
Exchange Offer and Extension of Bank Credit Facility
LOGAN, Utah--(BUSINESS WIRE)--July 30, 1999--ICON Health & Fitness,
Inc. (``ICON'') today announced the commencement of an exchange offer
with concurrent consent solicitation for 100% of its 13% Senior
Subordinated Notes due 2002, 100% of the 15% Senior Secured Discount
Notes due 2004 of IHF Holdings, ICON's immediate parent company, and
100% of the 14% Senior Discount Notes due 2006 of ICON Fitness
Corporation, IHF Holdings' immediate parent company. ICON also
announced that, in connection with the launch of these exchange
offers, the lenders under its existing credit facility have agreed to
extend the term of its revolving credit commitment from August 2, 1999
to October 29, 1999.
The exchange offers are part of an overall plan to deleverage ICON's
balance sheet that includes a proposed $40 million equity investment
from affiliates of Bain Capital, Credit Suisse First Boston and
members of existing management and a new $300 million senior credit
facility. The exchange offers and consent solicitations are being made
on substantially the terms previously announced.
Other terms and conditions of the exchange offers are set forth in an
Exchange Offer and Consent Solicitation Statement dated July 30, 1999.
The exchange offers and consent solicitations will expire at 5:00
p.m., New York City time, on August 26, 1999. Holders who tender their
securities in the exchange offers will be deemed to have submitted
consents in the consent solicitations. Holders may not deliver
consents without tendering their notes.
The exchange offers and consent solicitations, the new credit facility
and the equity investment are subject to a number of conditions that
have not yet been satisfied (some of which may be waived), including
(i) participation of at least 90% of the outstanding 13% Notes of
ICON, 98% of the 15% Notes of IHF Holdings and 98% of the 14% Notes of
ICON Fitness Corporation in the exchange offers, (ii) closing of the
new bank credit facility and equity investment on the terms set forth
in their respective commitments, (iii) absence of events causing a
material adverse change in ICON's business and (iv) appropriate
governmental and other consents. Other conditions of the exchange
offers are set forth in an Exchange Offer and Consent Solicitation
Statement dated July 30, 1999.
ICON is one of the largest manufacturers and marketers of home fitness
equipment in the United States. ICON's focus is to address consumers'
interest in a healthy, active lifestyle with a broad range of high
quality products at a variety of price/value relationships
specifically targeted to meet different consumers' health and fitness
needs. ICON's line of home fitness aerobic products includes
treadmills, ellipticals, exercise bikes, stair steppers and upright
rowers and its line of anaerobic fitness products includes home gyms
and weight benches. ICON also offers trampolines, recreational sports
products, sports medicine products, fitness accessories and spas and
massage products.
ICON markets the majority of its products under the brand names
ProForm, HealthRider, Image, Weslo, NordicTrack, JumpKing and the
licensed brands Reebok and Weider.
The securities offered in the exchange offers have not been, and will
not be, registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The exchange
offer is made only by the Exchange Offer and Consent Solicitation
Statement.
Persons with questions regarding the exchange offers should contact
MacKenzie Partners, Inc., the Information Agent for the exchange
offers, at 800-322-2885.
Contact:
MacKenzie Partners, Inc.
Bob Marese, 212-929-5500
Monday August 2, 2:25 pm Eastern Time
Company Press Release
ICON Health & Fitness, Inc. Announces Revised Expiration Date for Exchange
Offer
LOGAN, Utah--(BUSINESS WIRE)--Aug. 2, 1999--ICON Health & Fitness, Inc.
(``ICON'') previously announced the commencement of an exchange offer with
concurrent consent solicitation for 100% of its 13% Senior Subordinated Notes
due 2002, 100% of the 15% Senior Secured Discount Notes due 2004 of IHF
Holdings, ICON's immediate parent company, and 100% of the 14% Senior Discount
Notes due 2006 of ICON Fitness Corporation, IHF Holdings' immediate parent
company.
The exchange offers and consent solicitations will expire at 5:00 p.m., New York
City time, on August 30, 1999. Holders who tender their securities in the
exchange offers will be deemed to have submitted consents in the consent
solicitations. Holders may not deliver consents without tendering their notes.
ICON is one of the largest manufacturers and marketers of home fitness equipment
in the United States. ICON's focus is to address consumers' interest in a
healthy, active lifestyle with a broad range of high quality products at a
variety of price/value relationships specifically targeted to meet different
consumers' health and fitness needs. ICON's line of home fitness aerobic
products includes treadmills, ellipticals, exercise bikes, stair steppers and
upright rowers and its line of anaerobic fitness products includes home gyms and
weight benches. ICON also offers trampolines, recreational sports products,
sports medicine products, fitness accessories and spas and massage products.
ICON markets the majority of its products under the brand names ProForm,
HealthRider, Image, Weslo, NordicTrack, JumpKing and the licensed brands Reebok
and Weider.
The securities offered in the exchange offers have not been, and will not be,
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. The exchange offer is made only by the Exchange Offer
and Consent Solicitation Statement.
Persons with questions regarding the exchange offers should contact MacKenzie
Partners, Inc., the Information Agent for the exchange offers, at 800-322-2885.
Contact:
MacKenzie Partners, Inc., New York
Bob Marese, 212-929-5500
