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
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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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 826-2355.
--------------
N/A
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(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