-----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, OABRdN9jmT5sGXERIZj3I9lMcrJ14roz5yGC/XPv9sEsXcqx8Yi4BIIpukq90+wK 1eTivdu/8lJHyaB9zIFlwQ== 0001029294-99-000011.txt : 19990723 0001029294-99-000011.hdr.sgml : 19990723 ACCESSION NUMBER: 0001029294-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000531 ITEM INFORMATION: FILED AS OF DATE: 19990722 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: 99668776 BUSINESS ADDRESS: STREET 1: 1500 SOUTH 1000 WEST CITY: LOGAN STATE: UT ZIP: 84321 BUSINESS PHONE: 4357505000 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: 99668777 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: 99668778 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): July 9, 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 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 - ----------------------------------------- (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 --------------------------- Name: S. Fred Beck Title: Chief Financial Officer EX-99 2 EXHIBIT 99.1 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. EX-99 3 EXHIBIT 99.2 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. -----END PRIVACY-ENHANCED MESSAGE-----