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): October 1, 1998
BELL INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
California 1-11471 95-2039211
- --------------------------------------------------------------------------------
(State of incorporation) (Commission File Number) (IRS Identification No.)
2201 E. El Segundo Boulevard El Segundo, CA 90245
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 563-2355.
--------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
2
Item 5. Other Information
On October 1, 1998, Bell Industries, Inc., a California corporation
("Bell" or the "Registrant") agreed to sell its Electronic Distribution Group
"EDG" to Arrow Electronics, Inc., a New York based distributor of electronic
components and computer products. The purchase price is approximately $185
million in cash and the assumption of substantially all the liabilities of
EDG, subject to post closing adjustments.
The sale of EDG will be structured as a sale of substantially all the
assets of the EDG operations. The purchase price was determined based on
negotiations between the parties.
The sale requires approval by Bell's shareholders, along with customary
regulatory review, and is expected to close around yearend.
3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(2.1) Agreement of Purchase and Sale dated as of October 1, 1998,
as amended from time to time, by and between Bell Industries,
Inc. and Arrow Electronics, Inc. (The exhibits and schedules
to such agreement, as described therein, have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. A copy of
such exhibits and schedules shall be furnished supplementally
to the Securities and Exchange Commission upon request).
(99.1) Stock Option Agreement dated as of October 1, 1998, by and
between Arrow Electronics, Inc., and Bell Industries, 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: October 14, 1998 By: /s/ TRACY A. EDWARDS
-----------------------------
Tracy A. Edwards
Executive Vice President
and Chief Financial Officer