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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) December 17, 1998
HOLMES PRODUCTS CORP.
(Exact Name of Registrant as Specified in Charter)
Massachusetts 333-44473 04-2768914
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
233 Fortune Boulevard, Milford, MA 01757
(Address of Principal Executive Officer) (Zip Code)
Registrant's telephone number, including area code: (508) 634-8050
Not applicable
(Former Name or Former Address, if changed since Last Report)
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Item 5. Other Events.
On December 17, 1998, Holmes Products Corp., a Massachusetts
corporation ("Parent"), announced the signing of an Agreement and
Plan of Merger, dated as of December 17, 1998 (the "Merger
Agreement"), among Parent, Moriarty Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Parent (the "Purchaser")
and The Rival Company, a Delaware corporation (the "Company"). The
Merger Agreement provides for the commencement by the Purchaser of a
tender offer to purchase for cash all of the outstanding shares of
Common Stock, par value $.01 per share, of the Company (the "Shares")
at a price of $13.75 per Share, net to the seller, subject to the
satisfaction of certain conditions (the "Tender Offer"), to be
followed by a merger (the "Merger") of the Purchaser with and into
the Company. Pursuant to the Merger, each outstanding Share not
purchased in the Tender Offer, other than Shares as to which
dissenters' rights have been duly asserted and perfected under the
Delaware General Corporation Law and Shares held by the Company,
Parent, the Purchaser or any other subsidiary of Parent, will be
converted into the right to receive $13.75 per Share in cash, without
interest.
The Tender Offer will be conditioned upon, among other things,
the valid tender of at least 70% of the outstanding Shares, and the
receipt of the cash proceeds of financing pursuant to debt and equity
commitments received by Parent to fund the Tender Offer and the
Merger, to refinance certain existing indebtedness of the Company and
Parent and to pay fees and expenses related to the transaction. The
financing is subject to the satisfaction of certain conditions which
will be described in Parent's Tender Offer materials.
The Merger Agreement contains a number of customary
representations, warranties and covenants of the parties. The Merger
is subject to a number of customary conditions, and the Merger
Agreement may be terminated by either party under certain
circumstances. The Merger Agreement also provides that if it is
terminated under specific circumstances, Parent will be entitled to
receive from the Company a termination fee of $4.5 million.
The directors and certain officers of the Company ("Tendering
Stockholders") (who beneficially own an aggregate of 1,049,769 Shares
("Owned Shares") constituting approximately 11.3% of the Shares
outstanding) have entered into a Tender and Voting Agreement with
Parent and the Purchaser dated as of December 17, 1998 (the "Tender
and Voting Agreement"), pursuant to which the Tendering Stockholders
have agreed, among other things, (i) to tender in the Tender Offer
all of the Owned Shares now owned or which may hereafter be acquired
by the Tendering Stockholders; and (ii) to vote the Owned Shares in
favor of the adoption of the Merger Agreement and the approval of the
Merger, and against any action or agreement that would result in a
breach in any
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material respect of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger
Agreement.
The press release issued by Parent in connection with the
execution of the Merger Agreement is filed herewith as Exhibit 99.1
and is incorporated herein by reference. The description of the
Merger Agreement and the Tender and Voting Agreement set forth above
and in such exhibit does not purport to be complete and is qualified
in its entirety by reference to the provisions of such agreements,
which will be filed with the Securities and Exchange Commission as
exhibits to Parent's and Purchaser's Tender Offer materials.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Text of press release dated December 17, 1998.
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SIGNATURE
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.
HOLMES PRODUCTS CORP.
(Registrant)
By: /s/ Ira B. Morgenstern
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Name: Ira B. Morgenstern
Title: Senior Vice President - Finance