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): May 13, 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)
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Item 5. Other Events
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On May 13, 1999, ICON Health & Fitness, Inc. ("ICON") announced that it has
reached an agreement in principle with holders of approximately 92% of its 13%
Senior Subordinated Notes due 2002 on a plan to significantly deleverage ICON's
consolidated balance sheet.
The press release is attached hereto as Exhibit 99.
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
99.1 Press Release dated May 13, 1999, relating to agreement reached
with holders of approximately 92% of 13% Senior Subordinated Notes due 2002
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: May 27, 1999 By: /s/ S. Fred Beck
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Name: S. Fred Beck
Title: Chief Financial Officer
Thursday May 13, 7:42 p.m. Eastern Time
Company Press Release
ICON Health & Fitness Inc. Reaches Agreement With Major Bondholders to
Significantly Deleverage Its Balance Sheet
LOGAN, Utah--(BUSINESS WIRE)--May 13, 1999--ICON Health & Fitness Inc. ("ICON")
Thursday announced that it has reached an agreement in principle with holders of
approximately 92% of its 13% Senior Subordinated Notes due 2002 on a plan to
significantly deleverage ICON's consolidated balance sheet.
Arrangement with Holders of 13% Notes
Under the terms of the agreement, ICON will commence an exchange offer to
acquire 100% of the 13% Notes of ICON.
ICON will pay the following consideration for each $1,000 principal amount of
13% Notes validly tendered and not withdrawn: (i) $395 of cash, (ii) a pro rata
share of up to $45.0 million aggregate principal amount of new 12% Senior
Subordinated Notes due 2005 of ICON and (iii) a pro rata share of warrants to
purchase up to 4.3% of the common stock of ICON outstanding on a fully diluted
basis upon the closing of the exchange offer.
Holders who tender their 13% Notes of ICON will be required to consent to
certain proposed amendments to the related indenture.
Arrangement with Parent Company Bondholders
ICON also announced that it is in negotiations with a holder of a majority of
outstanding bonds of IHF Holdings Inc. ("Holdings"), ICON's immediate parent,
and ICON Fitness Corp. ("Fitness"), Holdings' immediate parent, regarding the
treatment of those outstanding bonds in the deleveraging plan.
As part of the plan being negotiated, ICON would also commence an exchange offer
to acquire 100% of the 15% Senior Secured Discount Notes due 2004 of Holdings
and 14% Senior Discount Notes due 2006 of Fitness.
ICON anticipates that it will propose to pay: (i) for each $1,000 principal
amount at maturity of 15% Notes of Holdings validly tendered and not withdrawn,
a pro rata share of 6.5% of the common stock of ICON outstanding on a fully
diluted basis upon the closing of the exchange offer and (ii) for each $1,000
principal amount at maturity of 14% Notes of Fitness validly tendered and not
withdrawn, a pro rata share of 2.0% of the common stock of ICON outstanding on a
fully diluted basis upon the closing of the exchange offer.
Holders who tender their 15% Notes of Holdings or 14% Notes of Fitness would
also be required to consent to certain proposed amendments to the related
indentures.
The exchange offers and consent solicitations are subject to a number of
conditions that have not yet been satisfied (some of which may be waived),
including (i) ICON obtaining commitments from certain investors, which are
expected to include Bain Capital and members of existing management, for a $40
million equity investment in ICON, (ii) the participation of at least 90% of the
outstanding 13% Notes, 95% of the 15% Notes and 95% of the 14% Notes in the
exchange offers, (iii) ICON entering into a new bank credit facility, (iv) ICON
entering into employment agreements and other arrangements with certain members
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of senior management, (v) the absence of events causing a material adverse
change in ICON's business and (vi) appropriategovernmental and other consents.
Other terms and conditions of the exchange offers will be set forth in an
exchange offer and consent solicitation statement to be delivered to bondholders
of each of the related companies.
No assurance can be given that ICON will commence the exchange offers, or, if
commenced, that the contemplated transactions will be consummated.
The securities to be offered in the proposed 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.
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, Nordic Track, WeiderCare, JumpKing and the licensed
brand Reebok.
Contact:
ICON Health & Fitness Inc., Logan
Colleen Logan, 435-750-5204
