0000950150-95-000561.txt : 19950905 0000950150-95-000561.hdr.sgml : 19950905 ACCESSION NUMBER: 0000950150-95-000561 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950901 SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 954530889 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 95570020 BUSINESS ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 BUSINESS PHONE: 3108262355 MAIL ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 8-K 1 FORM 8-K DATED AUGUST 31, 1995 1 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): August 31, 1995 --------------- BELL INDUSTRIES, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) California 1-11471 95-4530889 ------------------------ ------------------------ ------------------------ (State of incorporation) (Commission File Number) (IRS Identification No.) 11812 San Vicente Blvd., Suite 300 Los Angeles, Calif 90049 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 826-2355. -------------- N/A ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On August 24, 1995, the registrant submitted a formal offer to the Board of Directors of Sterling Electronics Corporation, which proposed a merger of the registrant and Sterling. A copy of the formal offer is attached hereto as Exhibit (99.1). ITEM 7. EXHIBIT. (c) Exhibit. (99.1) Letter to the Board of Directors of Sterling Electronics Corporation dated August 24, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BELL INDUSTRIES, INC. Dated: August 31, 1995 By: /s/ TRACY A. EDWARDS ---------------------- Tracy A. Edwards Vice President and Chief Financial Officer EX-99.1 2 LETTER TO STERLING ELECTRONICS, DATED 08-24-95 1 [BELL INDUSTRIES LETTERHEAD] Exhibit (99.1) August 24, 1995 Board of Directors Sterling Electronics Corporation 4201 Southeast Freeway Houston, Texas 77027 Attn: Ronald S. Spolane Chairman of the Board and Chief Executive Officer Gentlemen: After careful study and analysis we are strongly convinced that a combination of Sterling Electronics Corporation ("Sterling") with Bell Industries, Inc. ("Bell") as a "merger of equals" would create substantial financial benefits to the shareholders of both companies beyond what either organization can achieve independently. A combination of our two organizations into a new enterprise would create a formidable competitor and take advantage of the economics which are driving our industry toward increasing consolidation. Moreover, a merger in which both Bell's and Sterling's officers and directors have significant participation in the ongoing management of the combined company would facilitate a smooth and effective integration of our two organizations, thereby ensuring the realization of the full benefits of combination. Our proposal calls for a board of directors to be formed which would include the five inside directors currently on the two boards (three Bell and two Sterling) and three outside directors from each board, thereby giving Sterling and Bell equal representation of outside directors. We also propose that Sterling's President will become the President of the combined electronics distribution group which would have almost $700 million in sales and represent close to 90% of the combined entity's revenues. He would also be appointed the Executive Vice President of the new enterprise. Because both the Sterling and Bell trade names are widely recognized and well regarded, the combined entity would retain both names with the exact operating and corporate names mutually determined by the combined entity's board of directors. 2 Sterling Electronics Corporation August 24, 1995 Page Two We also recognize your desire to have a strong financial incentive for your shareholders to vote for a merger with Bell. Therefore, unlike most "mergers of equals", Bell is hereby proposing to the Board of Directors of Sterling that Sterling and Bell merge by exchanging one share of Bell common stock for one share of Sterling common stock. If the proposal were completed at the closing stock prices of August 21, 1995 (Bell = $22.875; Sterling = $18.25), Sterling shareholders would receive a premium of 25% over the value of their Sterling stock (and premiums over the all-time high and last six months average stock prices of 21% and 58%, respectively). Moreover, the book value per share for Sterling shareholders would increase from $6.33 to approximately $10.97, representing a 73.3% increase. In addition to a substantial premium in market value, the Sterling shareholders would own a stock with significantly better growth prospects, a stronger asset and equity base, and improved liquidity. In order to more fully discuss, quantify and assess these advantages, we propose that Bell and Sterling enter into immediate negotiations to merge our two companies on the basis outlined above. Our offer of a share-for-share exchange should be regarded as being very serious and fully supported by our board of directors. The offer is subject only to the satisfactory negotiation of a definitive merger agreement, approval by your board of directors, approval by each of our shareholder constituencies and receipt of the necessary regulatory consents. We are passionate in our belief that Sterling and Bell are an excellent fit and that both shareholder groups would greatly benefit from a combination. We would welcome the opportunity to make a presentation directly to the Sterling board regarding the benefits from combining and exactly how the position of each shareholder group is improved. Our one firm request is that you respond to our proposal no later than 3:00 p.m. (Pacific daylight time) on Friday, September 8, 1995. Bell's management and board of directors are fully committed to making this merger a reality. Sincerely, /s/ THEODORE WILLIAMS --------------------------------- Theodore Williams Chairman and Chief Executive Officer