Local RV Parts Maker Spurned in Bid for Rival

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It looks like Bell Industries Inc. isn’t going away quietly even after being spurned for the third time by rival Coast Distribution Systems Inc.


El Segundo-based Bell, which like Coast makes accessory and aftermarket parts for recreational vehicles and boats, has been seeking to acquire its Morgan Hill-based rival since last year. But this month Coast rejected an $8.10 per share offer from the suitor, likely spawning a nasty takeover battle.


Bell, whose third offer for Coast’s 4.4 million outstanding shares was almost a dollar more than its first offer at the end of last year, is threatening to have candidates sympathetic to the merger elected to Coast’s board. (The two previous offers were for $7.16 per share, then $7.70 per share.)


In a letter to Coast released this month along with its final offer, Bell stated it would “not hesitate to nominate two directors for election to (Coast’s) board at the company’s 2006 annual meeting of shareholders. If elected, our nominees would support Bell’s platform, which is to seek the immediate sale of the company to Bell, or the highest offer, and to restore good corporate governance practices at Coast.”


The meeting is scheduled for Aug. 22. However, in its letter rejecting the offer, Coast said that it explored the deal and decided that remaining independent was “far superior to Bell’s proposal.” The letter went on to state that “the board has unanimously rejected Bell’s proposal in its entirety, and sees no merit or purpose whatsoever in pursuing this matter further.”


Both companies refused to comment on the issue, but the latest earnings reports paint different pictures Bell and Coast. Bell announced a $1.3 million loss on slumping sales of $27 million for the quarter ending March 31, while Coast announced net income of $2.2 million on rising sales of $51 million.


Moreover, Coast has posted profits over the past three years while Bell has posted losses even as RV ownership has grown nationwide.

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