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) February 5, 1999
HOLMES PRODUCTS CORP.
(Exact Name of Registrant as Specified in Charter)
Massachusetts 333-44473 04-2768914
(State or Other Jurisdiction (Commission File (IRS Employer
of 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)
Item 2. Acquisition or Disposition of Assets.
On February 5, 1999, Holmes Products Corp., a Massachusetts
corporation ("Holmes"), through its wholly-owned subsidiary, Moriarty
Acquisition Corp., a Delaware corporation ("Moriarty"), completed its
acquisition of The Rival Company, a Delaware corporation that designs,
manufactures and markets consumer products for use in the kitchen and
home, as well as industrial and building supply products ("Rival").
The acquisition was completed pursuant to a tender offer by Moriarty
for Rival's common stock at a price of $13.75 in cash per share, and a
subsequent merger pursuant to the short-form merger provisions of
Delaware law. Holmes financed the acquisition through debt and equity
transactions. Copies of the definitive financing documents from these
transactions are attached as Exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
The required financial statements of The Rival Company are
incorporated herein by reference from The Rival Company's (1) Annual
Report on Form 10-K for the fiscal year ended June 30, 1998 and (2)
Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1998, filed with the Commission on September 4, 1998 and November
2, 1998, respectively, pursuant to the Securities Exchange Act of
1934, as amended.
(b) Pro Forma Financial Information
The unaudited pro forma combined condensed financial statements of
Holmes as of September 30, 1998, for the year ended December 31, 1997,
for the nine months ended September 30, 1998 and for the twelve months
ended September 30, 1998 are attached as Exhibits hereto.
(c) Exhibits.
10.1 Investors Subscription Agreement dated February 5, 1999 by
and among Holmes Products Corp. and certain investors.
10.2 Indenture dated as of February 5, 1999 among Holmes Products
Corp., certain of its subsidiaries and State Street Bank
and Trust Company, as trustee.
10.3 Registration Rights Agreement dated as of February 5, 1999
by and among Holmes Products Corp., certain of its
subsidiaries and BancBoston Robertson Stephens Inc. and
Lehman Brothers Inc.
10.4 Amended and Restated Revolving Credit and Term Loan
Agreement dated as of February 5, 1999 among Holmes
Products Corp., Moriarty Acquisition Corp., The Rival
Company, Holmes Products (Far East) Limited, Esteem
Industries Limited, Raider Motor Corporation, Holmes
Products (Europe) Limited, Bionaire International B.V.,
Patton Electric Hong Kong, Limited, and The Rival Company
of Canada, Ltd., BankBoston, N.A. and the other lending
institutions party thereto, BankBoston, N.A. as
Administrative Agent and Lehman Commercial Paper Inc. as
Documentation Agent, with BancBoston Robertson Stephens Inc.
as Syndication Agent and Arranger and Lehman Brothers Inc.
as Co-Arranger.
99.1 Unaudited pro forma combined condensed financial statements
of Holmes Products Corp. as of September 30, 1998, for the
year ended December 31, 1997, for the nine months ended
September 30, 1998 and for the twelve months ended
September 30, 1998.
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
--------------------------
Name: Ira B. Morgenstern
Title: Senior Vice President-Finance
Date: February 10, 1999
EXHIBIT INDEX
Exhibit Number Title
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10.1 Investors Subscription Agreement dated February 5, 1999
by and among Holmes Products Corp. and certain investors.
10.2 Indenture dated as of February 5, 1999 among Holmes
Products Corp., certain of its subsidiaries and State
Street Bank and Trust Company, as trustee.
10.3 Registration Rights Agreement dated as of February 5, 1999
by and among Holmes Products Corp., certain of its
subsidiaries and BancBoston Robertson Stephens Inc. and
Lehman Brothers Inc.
10.4 Amended and Restated Revolving Credit and Term Loan
Agreement dated as of February 5, 1999 among Holmes Products
Corp., Moriarty Acquisition Corp., The Rival Company,
Holmes Products (Far East) Limited, Esteem Industries
Limited, Raider Motor Corporation, Holmes Products (Europe)
Limited, Bionaire International B.V., Patton Electric Hong
Kong, Limited, and The Rival Company of Canada, Ltd.,
BankBoston, N.A. and the other lending institutions party
thereto, BankBoston, N.A. as Administrative Agent and
Lehman Commercial Paper Inc. as Documentation Agent, with
BancBoston Robertson Stephens Inc. as Syndication Agent
and Arranger and Lehman Brothers Inc. as Co-Arranger.
99.1 Unaudited pro forma combined condensed financial statements
of Holmes Products Corp. as of September 30, 1998, for the
year ended December 31, 1997, for the nine months ended
September 30, 1998 and for the twelve months ended
September 30, 1998.