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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): November 26, 1996
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Bell Industries, Inc.
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(Exact name of registrant as specified in its charter)
California 1-7899 95-2039211
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
11812 San Vicente Boulevard, Los Angeles, California 90049-5022
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (310) 826-2355
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 26, 1996, Bell Industries, Inc. (the "Registrant"),
ME Acquisition, Inc., a New York corporation and wholly-owned subsidiary of the
Registrant (the "Purchaser"), and Milgray Electronics, Inc., a New York
corporation ("Milgray"), executed an Agreement and Plan of Merger (the "Merger
Agreement"), which provides for the merger (the "Merger") of the Purchaser with
and into Milgray and the conversion of all of the outstanding shares (the
"Shares") of common stock of Milgray, par value $.25 per share, into the right
to receive cash in the amount of $14.77 per Share. The Merger Agreement also
provides for the Purchaser to commence a tender offer (the "Offer") for any and
all Shares at a price of $14.77 per share, net to the seller in cash (the
"Offer Price"). The Offer was commenced on December 4, 1996 and is scheduled
to expire at 5:00 p.m., New York City time, on January 7, 1997 (the "Expiration
Date"), unless extended by the Purchaser. The Offer is subject to the
satisfaction or waiver of certain conditions, including (i) that there will be
validly tendered prior to the Expiration Date and not withdrawn a number of
Shares which, together with the Shares owned by the Purchaser, the Registrant,
represents at least 66 2/3% percent of the outstanding Shares and (ii) the
receipt of financing by the Registrant. The Registrant has entered into a
commitment letter with Union Bank of California, N.A. pursuant to which such
bank will arrange a $250 million credit facility, although receipt of such
financing is conditioned upon, among other things, negotiation and execution of
definitive loan documents. At the Effective Time (as defined in the Merger
Agreement) of the Merger, each issued and outstanding Share not owned directly
or indirectly by the Registrant or Milgray, except Shares held by persons who
object to the Merger and comply with all of the provisions of New York law
concerning the right of holders of Shares to dissent from the Merger and
demand appraisal of their Shares, will be converted into the right to receive
the Offer Price, payable to the holder thereof, without interest.
The Merger Agreement further provides that, promptly upon the
acquisition of Shares by Purchaser or any other subsidiary of the Registrant
pursuant to the Offer, the Registrant shall be entitled to designate such
number of directors, rounded to the nearest whole number, on the Board of
Directors of Milgray as is equal to the product of the total number of
directors then serving on such Board (which, immediately prior to such
calculation, shall not consist of more than five directors) multiplied by the
ratio of the aggregate number of Shares beneficially owned by the Registrant,
Purchaser and any of their affiliates to the total number of Shares then
outstanding. Milgray must, upon request of the Purchaser, take all action
necessary to cause the Registrant's designees to be elected or appointed to
Milgray's Board of Directors, including without limitation, securing the
resignations of such number of its incumbent directors as is necessary to
enable the Registrant's designees to be so elected or appointed to Milgray's
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Board, and must cause the Registrant's designees to be so elected or appointed.
At such time, Milgray must also cause persons designated by the Registrant to
constitute the same percentage (rounded to the nearest whole number) as is on
Milgray's Board of Directors of (i) each committee of Milgray's Board of
Directors, (ii) each board of directors (or similar body) of each of Milgray's
subsidiaries and (iii) each committee (or similar body) of each such board. In
addition, the Merger Agreement also provides that the Registrant will,
immediately after the Effective Time, elect Herbert S. Davidson, a director,
Chief Executive Officer and President of Milgray and beneficial owner on the
date hereof of 3,742,064 Shares or approximately 55.2% of the outstanding
shares ("Shareholder"), to the Registrant's board of directors.
The consummation of the Merger is subject to, among other things,
(i) approval by the affirmative vote required by the shareholders of Milgray,
if required pursuant to applicable New York law; (ii) receipt of requisite
governmental approvals; and (iii) as to Milgray's obligations to effect the
Merger, the purchase by the Registrant or the Purchaser or their affiliates of
Shares pursuant to the Offer.
The foregoing description of the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and incorporated herein in its entirety by reference.
Concurrently with the execution of the Merger Agreement on
November 26, 1996, the Registrant, the Purchaser and Shareholder executed a
Tender Agreement (the "Tender Agreement") relating to Shareholder's obligations
in connection with the Offer and the Merger. Pursuant to the Tender Agreement
and subject to the terms and conditions set forth therein, Shareholder will
tender all of the Shares beneficially owned by him in the Offer. The Tender
Agreement further provides that Shareholder will vote such Shares in favor of
the Merger and otherwise in the manner specified therein, and that Shareholder
will not in any way compete with respect to Milgray's business during a period
of at least three years from the date of the sale of the Shares.
The foregoing description of the Tender Agreement is qualified in
its entirety by reference to the Tender Agreement, a copy of which is attached
hereto as Exhibit 2.2 and incorporated herein in its entirety by reference.
On November 27, 1996, the Registrant and Milgray issued a joint
press release announcing the execution of the Merger Agreement and the Tender
Agreement, a copy of which is attached hereto as Exhibit 99.1 hereto and
incorporated herein in its entirety by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following are furnished as exhibits to this report:
2.1 Agreement and Plan of Merger, dated as of November 26,
1996, among Bell Industries, Inc., ME Acquisition, Inc.
and Milgray Electronics, Inc.
2.2 Tender Agreement, dated as of November 26, 1996, among
Bell Industries, Inc., ME Acquisition, Inc. and Herbert
S. Davidson
99.1 Joint Press Release issued on November 27, 1996 by Bell
Industries, Inc. and Milgray Electronics, Inc.
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SIGNATURES
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.
By: /s/ Theodore Williams
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Theodore Williams
President and Chief Executive Officer
Date: December 5, 1996
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INDEX OF EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
November 26 1996, among Bell Industries, Inc.,
ME Acquisition, Inc. and Milgray Electronics, Inc.
2.2 Tender Agreement, dated as of November 26, 1996,
among Bell Industries, Inc., ME Acquisition,
Inc. and Herbert S. Davidson
99.1 Joint Press Release issued on November 27,
1996, by Bell Industries, Inc. and
Milgray Electronics, Inc.
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