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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): January 7, 1997
BELL INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
California 1-11471 95-2039211
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(State of incorporation) (Commission File Number) (IRS Identification No.)
11812 San Vicente Blvd., Suite 300 Los Angeles, CA 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.)
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Item 2. Acquisition or Disposition of Assets
On November 26, 1996, Bell Industries, Inc., a California corporation
("Bell" or 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 provided for 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, into the right to
receive cash in the amount of $14.77 per Share.
On December 4, 1996 Registrant commenced a tender offer for the
outstanding shares of Milgray common stock. The tender offer expired on January
7, 1997 at which time Purchaser had acquired 6,582,250 Shares, representing
approximately 97.1% of the outstanding Shares. Pursuant to the terms of the
Merger Agreement, on January 15, 1997, the Purchaser was merged with and into
Milgray. The aggregate purchase price paid for the Shares in the Tender Offer
and the Merger was approximately $100 million.
In order (i) to finance the purchase of the Shares pursuant to the
Tender Offer and the Merger and to pay certain related fees and expenses
related to the Tender Offer and the Merger, (ii) to refinance certain existing
debt of the Registrant and, after consummation of the Merger, Milgray, and
(iii) for working capital and general corporate purposes of the Registrant and
its subsidiaries, the Registrant obtained a $250 million credit facility from
Union Bank of California, N.A. pursuant to a credit agreement (the "Credit
Agreement") dated as of January 7, 1997. The Credit Agreement provides for
credit facilities relating to the Tender Offer consisting of a tender loan of
up to $175 million, which was repaid on the effective date of the Merger, a $50
million term loan facility and a $200 million revolving credit facility which
will be available from time to time on and after the effective date of the
Merger.
The foregoing description of the Merger Agreement and Credit Agreement
is qualified in its entirety by reference to the underlying agreements, copies
of which are attached as Exhibits 2.1 and 10.1 to the Form 8-K filed on January
22, 1997.
This Form 8-K/A is an Amendment to the Form 8-K filed on January 22,
1997 for the purpose of including the pro forma combined financial information
of Bell and Milgray.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro forma financial information.
Attached on Exhibit (99.4) is unaudited pro forma financial
information for the Registrant and Milgray Electronics, Inc.
(c) Exhibit
(99.4) Unaudited pro forma financial information for the Registrant
and Milgray Electronics, Inc.
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.
Dated: March 24, 1997 By: /s/ TRACY A. EDWARDS
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Tracy A. Edwards
Vice President and
Chief Financial Officer