SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 30, 1999
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ICON Fitness Corporation
IHF Holdings, Inc.
ICON Health & Fitness, Inc.
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(Exact Name of Registrant as Specified in its Charter)
333-18475 87-0566936
33-87930-01 87-0531209
Delaware 33-87930 87-0531206
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1500 South 1000 West
Logan, Utah 84321
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(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code 435-750-5000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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On July 30, 1999, ICON Health & Fitness, Inc. ("ICON") announced
the commencement of an exchange offer with concurrent consent
solicitation (collectively, the "Exchange Offers") for 100% of its 13%
Senior Subordinated Notes due 2002 (the "13% Notes"), 100% of the 15%
Senior Secured Discount Notes due 2004 (the "15% Notes") of IHF
Holdings, Inc. ("IHF Holdings") the Company's immediate parent
company, and 100% of the 14% Senior Discount Notes due 2006 (the "14%
Notes") of ICON Fitness Corporation ("ICON Fitness"), IHF Holdings'
immediate parent company. ICON also announced that, in connection with
the launch of the Exchange Offers, the lenders under its existing
credit facility agreed to extend the term of its revolving credit
commitment from August 2, 1999 to October 29, 1999. A copy of the
press release announcing the commencement of the Exchange Offers and
the extension of the existing credit facility is attached hereto as
Exhibit 99.
Under the terms of the Exchange Offers, ICON will pay the
following consideration for each $1,000 principal amount of 13% Notes
validly tendered and not withdrawn:
- $395 in cash,
- $444 principal amount of new 12% notes due 2005 of ICON,
- an additional cash payment equal to the sum of (i)
interest due on the tendered 13% notes on July 15, 1999 (with
additional interest thereon from July 15, 1999 to the closing of the
exchange offers at the rate of 17% per annum) and (ii) interest
accrued after July 15, 1999 on the tendered 13% notes to the closing
of the exchange offers at the rate of 17% per annum, and
- warrants to purchase a pro rata share of 4.3% of the fully
diluted equity of a newly formed holding company, HF Holdings, Inc.
("New ICON"), which will own substantially all of ICON's equity upon
consummation of the exchange offers.
Under the terms of the exchange offers, ICON will also pay: (i)
for each $1,000 principal amount at maturity of 15% Notes of IHF
Holdings validly tendered and not withdrawn, warrants to purchase a
pro rata share of 6.5% of the fully diluted equity of New ICON and
(ii) for each $1,000 principal amount at maturity of 14% Notes of ICON
Fitness validly tendered and not withdrawn, warrants to purchase a pro
rata share of 2.0% of the fully diluted equity of New ICON.
ICON and its parent companies have each reserved the right to
effect the Exchange Offers for the 15% Notes of IHF Holdings and 14%
Notes of ICON Fitness (but not the 13% Notes of ICON) by commencing
cases under the Bankruptcy Code and proposing a prepackaged plan of
liquidation of either or both of IHF Holdings and ICON Fitness
pursuant to which the consideration described above would be
transferred to the filing parent company and then distributed to the
respective holders of the 15% Notes and/or 14% Notes, as applicable.
The Exchange Offers will expire at 5:00 p.m., New York City time,
on August 30, 1999. Holders who tender their securities in the
Exchange Offers will be deemed to have submitted consents in the
consent solicitations. Holders may not deliver consents without
tendering their notes. Holders of 15% Notes and/or 14% Notes who
tender their notes in the Exchange Offers must also submit a vote for
the proposed plan of liquidation of the parent companies in order for
their notes to be deemed validly tendered. The deadline for voting on
the prepackaged plan of liquidation is also at 5:00 p.m., New York
City time, on August 30, 1999.
The securities offered in the Exchange Offers have not been, and
will not be, registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. The Exchange Offers are made only by an Exchange Offer
and Consent Solicitation Statement dated July 30, 1999.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of busines acquired
None
(b) Pro Forma financial information
None
(c) Exhibits
99.3 Press Release dated July 30, 1999, announcing launch of exchange
offer and extension of bank credit facility
99.4 Press Release dated August 2, 1999, announcing revised expiration
date for exchange offer
SIGNATURES
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.
ICON Fitness Corporation
IHF Holdings, Inc.
ICON Health & Fitness, Inc.
Date: August 3, 1999 By: /s/ S. Fred Beck
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Name: S. Fred Beck
Title: Chief Financial Officer