Bell announces merger with American Recreation
Summary: Bell's press release announcing their 1995 merger with American Recreation.
News Release from Bell Sports
Release Date: June 27, 1995 - Contact information below.
Bell Sports Corp and
American Recreation Company
Announce Shareholder Approval of Merger
Scottsdale, AZ - Bell Sports Corp. (Nasdaq: BSPT and BSPTG) and
Commack, NY - American Recreation Holdings, Inc (Nasdaq: AMRE)
announced that shareholders of both companies have approved the
merger of the two companies at special meetings held earlier today.
Closing of the merger is expected to occur on July 3, 1995. Bell
shareholders also approved amendments to increase the size of the Board
of Directors and a stock incentive plan, as well as limiting the number
of options which may be granted to an employee during a fiscal year.
By virtue of the Agreement and Plan of Merger, each outstanding share of
American Recreation Company Holdings, Inc. (ARC) will be converted into
.6890 shares of Common Stock of Bell Sports Corp. This will result in
the issuance of approximately 6.0 million shares of Bell Common Stock to
ARC shareholders. Instructions regarding the exchange will be promptly
mailed to each holder. In addition, Harry H. Manko, Stephen A.
Silverstein, Arnold L. Chavkin and Michael R. Hannon each of whom is
currently a director of American Recreation Company Holdings, Inc. will
become directors of Bell, effective upon the closing of the merger.
Bell Sports Corp. expects to account for the transaction as a "purchase"
as such term is used under generally accepted accounting principles. In
connection with the transaction, Bell expects to record in the fourth
quarter of its fiscal year ended July 1, 1995, certain one-time charges
relating to the transaction and consolidation and integration of Bell
and ARC operations. In addition, ARC expects to expense certain
transaction costs related to the merger in its quarter ended June 30,
Terry G. Lee, Chairman and Chief Executive Officer of the combined
company commented, "The merger is expected to create a more diversified
company, provide significant geographic synergies, increase our helmet
market share and supply numerous cost savings opportunities. We will
consolidate manufacturing and sales/marketing facilities as well as the
finance and public company activities."
Bell also announced that it is launching the most extensive marketing
and advertising program in its 41 year history by positioning the Bell
helmet brand in all trade channels at higher price points than the BSI
and Cycle Products' helmets. "We have the most recognized brand name in
helmets and have created a campaign, complete with television
advertising, which will allow us to capitalize on the Bell name with
mass merchant consumers. Previously, the Bell brand was sold only in the
specialty bike dealer trade channel. Based upon our market research, we
believe many consumers will be willing to pay a premium price for a
Bell brand. In addition, we believe the program will provide shelf space
leverage for accessories and our other helmet brands. Retailer response
has been extremely positive which reinforces our belief that this will
be one of the most successful campaigns Bell has ever undertaken," added
The combined company will be a leading designer, manufacturer and
marketer of bicycle parts and accessories, bicycle helmets, bicycles and
auto racing helmets in the United States, Canada and Europe. Its
products are marketed under the brand names: Bell, Mongoose, Rhode Gear,
VistaLite, Blackburn, BSI, Bike Star, SportRack, Pro Class, Advent,
Headwinds, Cycle Products and several license arrangements which
include: Fisher Price, Sesame Street and Spalding.
Bell Sports' stock and convertible debentures are traded on the Nasdaq
Stock Market under the symbols BSPT and BSPTG, respectively and American
Recreation Company Holdings, Inc, is traded on the Nasdaq Stock Market
under the symbol AMRE.
Howard Kosick, Chief Financial Officer - Bell Sports Corp.
Sandra Lehman, Investor Relations - Bell Sports Corp.
(602)951-0033, ext. 5
Charles Cimitile, V.P. of Finance - American Recreation Company Holdings, Inc.
BHSI Note: In their July 3rd, 1995, issue, Newsweek's Wall Street Editor,
Allan Sloan, took Bell's management to task for being greedy despite poor performance.
He said that although Bell's stock has fallen by two thirds since 1993, this deal
includes a change in stock option pricing lowing the cost of
stock options for Bell management from as high as $42.37 to a more
realistic $13.87. That would still be no bargain at mid-1995 prices,
but Newsweek's comment was "Good heavens. What will they get if the stock goes up?"