Bell Industries Sends Response Letter to Coast Distribution System's Board of Directors.EL SEGUNDO El Segundo (ĕl sēgŭn`dō), industrial city (1990 pop. 15,223), Los Angeles co., S Calif., on Santa Monica Bay; inc. 1917. Its products include navigation and computer systems, aircraft parts, office machines, telephone apparatus, and , Calif. -- Bell Industries, Inc. (AMEX AMEX See: American Stock Exchange :BI) said today it has sent a letter to the board of directors of The Coast Distribution System, Inc. (AMEX:CRV CRV Curve CRV Crew Return Vehicle (NASA) CRV California Redemption Value CRV Cassa Di Risparmio Di Vignola (Italian bank) CRV Call Reference Value (telecommunications) ), expressing its desire to meet with members of Coast's board or Coast's financial advisor to discuss entering into negotiations to acquire the company. A copy of the letter is set forth below:
Bell Letter Dated February 17, 2006
The Coast Distribution System, Inc.
350 Woodview Avenue
Morgan Hill, CA 95037
Attn: Board of Directors
Gentlemen:
Let us begin by stating that we were disappointed to learn that a
Special Committee of the Board of Directors of The Coast Distribution
System, Inc. (the "Company") has rejected our proposal. We were also
quite surprised, to say the least, to hear the announcement on
February 3, 2006 that the Company responded to our offer to enter into
a negotiated acquisition by adopting a Shareholder Rights Plan. We do
not believe such a response is constructive or in the best interest of
the Company's stockholders.
In our experience, the purpose of a Shareholder Rights Plan is to
protect the Company's stockholders from unfair or coercive takeover
proposals. It appears that the Board of Directors has misinterpreted
our desire to enter into good-faith discussions regarding a negotiated
transaction as a hostile attempt to takeover the Company. On the
contrary, our aim was and is to negotiate a transaction on a friendly
basis. If the Board of Directors or its financial advisor were willing
to meet with us and engage in a friendly process, we query what need
would there be for the change-in-control protection conferred by a
Shareholder Rights Plan? We believe that the Board of Directors is
thwarting an opportunity for the Company's stockholders to unlock the
full value of their investment.
Our good-faith intentions are evidenced by the fact that we have
substantially increased our cash offer price and have expressed our
willingness to shorten the period of due diligence and to defer the
exclusivity provisions until such time as we have entered into a
definitive agreement. Since the Company's announcement on January 6,
2006 that it had retained Seven Hills Partners LLC ("Seven Hills") as
its financial advisor, we have tried numerous times, albeit
unsuccessfully, to establish a dialogue with Seven Hills in order to
discuss our proposal offer and to begin a due diligence review. If
Seven Hills was truly retained to fairly evaluate all offers, then why
have they continuously rebuffed our attempts to engage in meaningful
discussions and failed to provide us with any information despite our
willingness to enter into a confidentiality agreement? In fact, we
have contacted Seven Hills eight times and have received no
information or any indication that we will ever be provided with
information that a financial advisor would typically provide to an
interested purchaser.
We are also troubled by the curious timing of the announcement of
the Company's stock buyback program and the idea that the Company is
using the artificial increase in the price of the stock due to the
buybacks to make our offer appear inadequate. As we have previously
stated, we are willing to consider circumstances that may justify a
further increase in our offer.
The Company has gone to great lengths to let stockholders and
other interested parties know that despite the adoption of the
Shareholder Rights Plan, it is willing to consider a Qualified Offer
(as defined in the Shareholder Rights Plan), subject to several
conditions designed to ensure that the Company's stockholders are
treated fairly. It is ironic, indeed, that although our offer
satisfies what we believe to be the most important of these conditions
for stockholders, the Special Committee of the Board of Directors
continues to publicly state that our proposal is not in the best
interest of the Company's stockholders.
We are prepared and eager to meet with the members of the Board of
Directors or its financial advisor at any time to negotiate a
transaction. However, if we do not hear back from the Board of
Directors or the financial advisor, we will assume that the Company is
not interested in engaging in discussions. While we believe our offer
provides a unique and timely opportunity for the Company's
stockholders to realize the full value for their shares, we trust that
you will publicly articulate the Company's current outlook for
expected financial performance, dividend continuation and product
strategy so that all stockholders will be adequately informed and can
appropriately assess value.
About Bell Industries, Inc. Bell is comprised of three diversified diversified (di·verˑ·s business units: Bell Tech.logix, Recreational Products Group and J.W. Miller. Bell Tech.logix offers a comprehensive portfolio of technology products and managed lifecycle services, including planning, product sourcing, deployment and disposal, and support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services . Bell's Recreational Products Group distributes after-market af·ter-mar·ket n. The market for parts and accessories used in the upkeep or enhancement of a previous purchase, as of a car or computer. af parts and accessories primarily to the recreational vehicle and boating markets. J.W. Miller manufactures and sells standard and custom magnetic components used in electronic applications for computer, medical, lighting and telecommunication telecommunication Communication between parties at a distance from one another. Modern telecommunication systems—capable of transmitting telephone, fax, data, radio, or television signals—can transmit large volumes of information over long distances. equipment. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements in this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the company's filings with the Securities and Exchange Commission, including Factors That May Affect Future Results of Operations included in the Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December December: see month. 31, 2004 and Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations in the Form 10-K for the year ended December 31, 2004 and the Form 10-Q Form 10-Q See 10-Q. for the quarter ended September September: see month. 30, 2005. In addition, general industry and market conditions and growth rates Growth Rates The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures. Notes: Remember, historically high growth rates don't always mean a high rate of growth looking into the future. and general economic conditions could affect such statements. Furthermore, there is the risk that this offer may not be accepted by The Coast Distribution System or, if accepted, the transaction will not be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. . Any forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date of this release. Additional Information Investors and security holders are urged to read the disclosure documents regarding the proposed merger as they become available because they will contain important information. Investors and security holders will be able to obtain a free copy of any such disclosure documents as they become available, as well as other filings containing information about Bell Industries and The Coast Distribution System, without charge, at the SEC's internet site (http://www.sec.gov). Copies of the disclosure documents and the filings with the SEC that will be incorporated by reference in such disclosure documents can also be obtained without charge, as they become available, by directing a request to PondelWilkinson Inc., as information agent for Bell Industries, Inc. at 1880 Century Park East, Suite 700, Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , CA 90067, telephone: 310-279-5980, e-mail address See Internet address. e-mail address - electronic mail address : investor@pondel.com. The directors and executive officers of Bell Industries may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from The Coast Distributions Systems shareholders in respect of the proposed merger. Information regarding the directors and executive officers of Bell Industries is currently available in its proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. filed with the SEC by Bell Industries on April 22, 2005. Other information regarding the participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any disclosure documents and any other relevant materials that will be filed by Bell Industries with the SEC as they become available. Any information concerning The Coast Distribution System contained in this document has been taken from, or is based upon, publicly available information. Although Bell Industries does not have any information that would indicate that the information contained in this document that has been taken from such documents is inaccurate or incomplete, Bell Industries does not take any responsibility for the accuracy or completeness of such information. |
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