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 9, 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 20, 1999, ICON Health & Fitness, Inc. ("ICON") announced that it
has received an agreement from holders of approximately 98% of its outstanding
13% Senior Subordinated Notes to forbear until October 15, 1999 from
exercising their rights and remedies under the indenture with respect to the
interest payment that was due on July 15, 1999. This forbearance agreement was
executed by all holders of the 13% Notes that ICON was able to identify.
In an earlier press release issued July 9, 1999, ICON announced that it had
made significant progress in its previously announced plan to deleverage its
balance sheet. ICON obtained a commitment for a $40 million equity investment
from Bain Capital, Credit Suisse First Boston and members of existing management
in return for an 87% equity interest in the deleveraged company.
The press releases are 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 July 20, 1999, relating to agreement reached
with holders of approximately 98% of 13% Senior Subordinated Notes due 2002
99.2 Press Release dated July 9, 1999, announcing progress in its
previously announced plan to deleverage its balance sheet
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: July 22, 1999 By: /s/ S. Fred Beck
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Name: S. Fred Beck
Title: Chief Financial Officer
Tuesday July 20, 8:07 pm Eastern Time
Company Press Release
SOURCE: ICON Health & Fitness, Inc.
ICON Announces Bondholders Execution of Forbearance Agreement
LOGAN, Utah, July 20 /PRNewswire/ -- ICON Health & Fitness, Inc. ("ICON")
announced today that it has received an agreement from holders of approximately
98% of its outstanding 13% Senior Subordinated Notes to forbear until October
15, 1999 from exercising their rights and remedies under the indenture with
respect to the interest payment that was due on July 15, 1999. This forbearance
agreement was executed by all holders of the 13% Notes that ICON was able to
identify.
As previously announced, ICON has obtained a commitment for a $40 million equity
investment from Bain Capital, Credit Suisse First Boston and members of existing
management, as well as a commitment for a new $300 million senior credit
facility which will be used, in part, to refinance amounts outstanding under its
existing credit facility. The new facility will be funded by certain lenders
under ICON's existing credit facility.
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 Corp. 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 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.
ICON is one of the largest manufacturers and marketers of home fitness equipment
in the United States, ICON's focus is to address consumer's 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, WeiderCare, JumpKing and the licensed
brand Reebok.
SOURCE: ICON Health & Fitness, Inc.
Friday July 9, 7:53 pm Eastern Time
Company Press Release
SOURCE: ICON Health & Fitness, Inc.
ICON Health & Fitness, Inc. Announces Progress in Its Previously Announced
Plan to Deleverage Its Balance Sheet
LOGAN, Utah, July 9 /PRNewswire/ -- ICON Health & Fitness, Inc. (``ICON'')
announced today that it has made significant progress in its previously
announced plan to deleverage its balance sheet. ICON has obtained a commitment
for a $40 million equity investment from Bain Capital, Credit Suisse First
Boston and members of existing management in return for an 87% equity interest
in the deleveraged company.
In addition, ICON has obtained a commitment for a new $300 million senior
credit facility which will be used, in part, to refinance amounts outstanding
under its existing credit facility. The new facility will be funded by certain
lenders under ICON's existing credit facility.
ICON expects to launch an exchange offer and consent solicitation for its 13%
Senior Subordinated Notes due 2002, as well as an exchange offer and consent
solicitation for the outstanding bonds of IHF Holdings, Inc., ICON's immediate
parent, and ICON Fitness Corp., IHF Holdings' immediate parent, in mid to late
July on the terms previously announced. Although the previously announced
agreement with the informal committee of holders of its 13% Notes recently
expired, ICON and the committee are working to finalize documentation of the
13% Notes exchange offer on the terms previously announced.
ICON is currently in discussions with the lenders under its existing credit
facility to extend the term of its revolving credit commitment from August 2,
1999, and to obtain additional availability to fund its business, through the
consummation of the debt restructuring. No assurance can be given, however,
that any such extension will be obtained.
ICON also announced that the lenders have agreed to forbear from exercising
rights and remedies under the credit facility in connection with existing
financial covenant defaults until the expiration of the revolving credit
commitment. As a result of these defaults, the existing lenders have exercised
their contractual right to prohibit the July 15th payment of interest on the
13% Notes. Under the terms of the exchange offers, ICON would pay to all
tendering holders of 13% Notes interest accrued on their notes through and
including the closing of the exchange offers, including the interest otherwise
payable on July 15th.
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 95% of the outstanding 13% Notes of ICON, 98% of the 15% Notes of IHF
Holdings and 98% of the 14% Notes of ICON Fitness Corp. 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 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, NordicTrack, WeiderCare, JumpKing and the
licensed brand Reebok.
SOURCE: ICON Health & Fitness, Inc.
