-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMlYHJecmPvTENfHTBoFaKp2neXeuRog0OTOdncG2uhLL6R7a7qrmivQRRqU87MF ot2akuHvL2Vz6tTSA4ouLQ== 0001029294-99-000010.txt : 19990624 0001029294-99-000010.hdr.sgml : 19990624 ACCESSION NUMBER: 0001029294-99-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990531 ITEM INFORMATION: FILED AS OF DATE: 19990527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICON FITNESS CORP CENTRAL INDEX KEY: 0001029294 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 870566936 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-18475 FILM NUMBER: 99636303 BUSINESS ADDRESS: STREET 1: 1500 SOUTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 BUSINESS PHONE: 801-750-77 MAIL ADDRESS: STREET 1: 1500 SOUTH 1000 WEST STREET 2: ONE INTERNATIONAL PLACE CITY: LOGAN STATE: UT ZIP: 84321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICON HEALTH & FITNESS INC CENTRAL INDEX KEY: 0000934798 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 870531206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-87930 FILM NUMBER: 99636304 BUSINESS ADDRESS: STREET 1: 1500 SOUTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 BUSINESS PHONE: 4357507737 MAIL ADDRESS: STREET 1: 1500 SOUTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IHF HOLDINGS INC CENTRAL INDEX KEY: 0000934799 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 870531209 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-87930-01 FILM NUMBER: 99636305 BUSINESS ADDRESS: STREET 1: 1500 SOUTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 BUSINESS PHONE: 4357507737 MAIL ADDRESS: STREET 1: 1500 SOUTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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 ------------- ICON Fitness Corporation IHF Holdings, Inc. ICON Health & Fitness, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) 333-18475 87-0566936 33-87930-01 87-0531209 Delaware 33-87930 87-0531206 ------------------ ----------------- ------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 1500 South 1000 West Logan, Utah 84321 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code 435-750-5000 ------------ Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events - -------------------- 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 - ----------------------------------------- (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 --------------------------- Name: S. Fred Beck Title: Chief Financial Officer EX-99 2 EXHIBIT 99.1 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 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 -----END PRIVACY-ENHANCED MESSAGE-----