Inc Specialty Retail Western Office
160 Knowles Drive Los Gatos, CA 95030
Telephone: (408) 370-1010
FAX: (408) 370-7542
March 3, 1995
Dear Valued Customer,
It is our continuing goal to communicate with you on a regular basis as well as when specific wvents arise that deserve special attention. I am pleased to announce that American Recreation Company Holdings and Bell Sports have entered into a definitive merger agreement. As always, these arrangements are subject to FTC and stockholder approval, but the merger is expected to close by mid year.
As many of you are aware, Bell Sports continues to be aggressive in bringing together the best brands and products to our valued retailer base. We are in the process now of determining just how this will effect such areas as our product offering, slaes representation, shipping logistics, and credit to name a few. One thing that we can promise though is our commitment to offer additional sales opportunities to your store.
I have included a copy of the press release and I am fully committed to communicating changes as they arise in this exciting and dynamic situation. Until then, all orders for Bell sports products will continue to be handled by your Bell Sporst representative. All orders will continue to be shipped out of our Providence or Los Gatos sales office as relates to your store location.
We are excited about what the future brings and look forward to serve you in new ways in the coming months.
Best Regards, Mark E. Williams Sr. Vice President/General Manager Specialty Retail Division
Bell Sports Corp. News Release
Release Date: February 15, 1995 - For Immediate Release Contact: Howard Kosick, Chief Financial Officer - Bell Sports Corp. (602) 951-0033 ext 2 Charles Cimitile, Vice President - Finance - American Recreation Company Holdings, Inc. (516) 864-2000 ext 243 Rick Steelman, Georgeson & Company (212) 440-9830
BELL SPORTS CORP. AND AMERICAN RECREATION COMPANY HOLDINGS, INC. ANNOUNCE SIGNING OF MERGER AGREEMENT
SCOOTSDALE, AZ - Bell Sports Corp. (Nadaq: BSPT and BSPTG) and COMMACK, NY - American Recreation Company Holdings, Inc. (Nasdaq: AMRE) today announce that the two companies have entered into a definitive merger agreement. The Boards of Directors of each company approved the merger agreement under which each share of common stock of American Recreation Company Holdings will be converted into .6224 shares of common stock of Bell Sports. The conversion ratio is subject to adjustment in certain circumstances. As a result of the merger, American Recreation Company Holdings currently has approximately 8.6 million shares outstanding.
Consummation of the merger is subject , among other things, to apptoval by stockholders of both companies and regulatory approvals. It is intended that the merger qualify as a tax-free reorganization to the American Recreation stockholders. The merger is currently expected to close by mid year.
Terry G. Lee, Chairman and CEO of Bell Sports, stated that Harry Manko, Chairman of American Recreation Company Holdings, will become Vice Chairman of Bell Sports, and Stephen A. Silvertein, American Recreation Company Holdings' President and CEO, will become President and Chief Operating Officer of Bell Sports Upon consummation of the merger. Harry Manko, Stephen Silverstein, Arnold Chavkin, and Michael Hannon, the directors of American Recreation Company Holdings, will join the Bess Sports board.
Mr. Lee commented, "We are enthusiastic about the bicycle and related parts and accessory product lines that American Recreation brings to the combined company. The proposed merger presents numerous synergies and cost savings opportunities, particularly with respect to bicycle helmets and sistribution centers. as well as complementary geographic strengths. Bell's market strength in Europe will complement very nicely American Recreation's market strength in Canada."
Mr. Manko stated, "The transaction provides American Recreation Company Holdings' stockholders with an investment in a combined entity respected for excellence and for innovation in the bicycle helmet, bicycle accessories and bicycle markets. We are confident that American Recreation Company Holdings will contribute to the continued growth of Bell Sports."
Although it is too early to precisely quantify savings asd consolidation benefits, some preliminary cost savings have been identified and, based on current estimated, the combination of the two companies should favorably impact Bell Sports Corp.'s operating resaults beginning in fiscal 1996. Sales for the combined entity for the last twelve months approximated $270 million.
Heradquartered in Scottsdale, Arizona, Bell Sports is a leading manufacturer and marketer of bicycle helmets and accessories as well as auto racing helmets in the United States and Europe. Bell Sports Corp. markets its products under the names: Mongoose, Pro Class, Advent, Headwinds, Cycle Products and several license agreements which include: Fisher Price, Sesame Street, Disney and Spalding.
Bell Sports' stock and convertible debentures are traded on the Nasdaq Stock Market under the symbols BSPT and BSPTG, respectively. American Recreation Company Holdings, Inc. stock is also traded on the Nasdaq Stock Market under the symbol AMRE.