<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                                        
                             WASHINGTON, D.C. 20549
                                        
                                  FORM 10-K/A
                                        
                                AMENDMENT NO. 1
                                        
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (THE "ACT")
                     FOR THE FISCAL YEAR ENDED MAY 31, 1996
                                        
                          ICON HEALTH & FITNESS, INC.
                                      AND
                               IHF HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
                                        
COMMISSION FILE NO.: (33-87930)
                     (33-87930-01)
                                                          87-0531206
                DELAWARE                                  87-0531209
(State or other jurisdiction of incorporation        (I.R.S. Employer
or organization)                                     Identification No.)
 
    1500 SOUTH, 1000 WEST,  LOGAN, UT                           84321
(Address of principal executive offices)                     (Zip Code)
   
 
Registrant's telephone number, including
area code:  (801) 750-5000 

 
 
Securities registered pursuant to Section 12(b)
of the Act:

 
 Title of Each Class                              Name of Each Exchange
 -------------------                               on Which Registered
                                                  ----------------------
 
        NONE                                              NONE 

Securities registered pursuant to Section
12(g) of the Act:

                    Title of Class:  NONE
                    --------------       

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:  YES [T] NO [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K [T].

On May 31, 1996, all of the voting stock of ICON Health & Fitness, Inc. was held
by IHF Holdings, and all of the voting stock of IHF Holdings, Inc. was held by
IHF Capital, Inc.

As of May 31, 1996, ICON Health & Fitness, Inc. had 1,000 shares of common stock
outstanding, and IHF Holdings, Inc. had 1,000 shares of common stock 
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                        
The following documents are incorporated herein by reference:  NONE

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This amendment is filed for the purpose of updating the following information of
the Form 10K filed with the Commission on August 29, 1996.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------

                   Index to Consolidated Financial Statements
                   ------------------------------------------
                                 and Schedules
                                 -------------
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                                                                                          ----
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Report of Independent Accountants of Price Waterhouse LLP...............................    65
Independent Auditors' Report of Deloitte & Touche LLP...................................    66
 
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets, May 31, 1996 and 1995......................................    67
Consolidated Statements of Income for the Three Years Ended May 31, 1996................    68
Consolidated Statements of Stockholders' Equity for the Three Years Ended May 31, 1996..    69
Consolidated Statements of Cash Flows for the Three Years Ended May 31, 1996............    71
Notes to Consolidated Financial Statements..............................................    72
 
FINANCIAL STATEMENT SCHEDULES:
Schedule VIII - Valuation Accounts for the Three Years Ended May 31, 1996...............    92
 
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, ICON Health & Fitness, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly  authorized.

                                    ICON HEALTH & FITNESS, INC.


                                    By: /s/ Scott R. Watterson
                                       --------------------------------------
                                       Name: Scott R. Watterson
                                       Title: Chairman of the Board and Chief
                                       Executive Officer
Date:  October 8, 1996


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
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<CAPTION>
 
Signatures                                              Capacity                        Date
-----------                                             ---------                      ------   
<S>                                        <C>                                  <C>
 
/s/ Scott R. Watterson                     Chairman of the Board of Directors        October 8, 1996
------------------------------             and Chief Executive Officer 
Scott R. Watterson                         (principal executive officer)
 
/s/ S. Fred Beck                           Vice President, Chief Financial and       October 8, 1996
------------------------------             Accounting Officer, Treasurer and
S. Fred Beck                               Secretary (principal financial and
                                           accounting officer)
 
/s/ Gary E. Stevenson                      Director                                  October 8, 1996
------------------------------ 
Gary E. Stevenson              

------------------------------             Vice Chairman of the Board                October __, 1996
Eric Weider                                of Directors    

/s/ Robert C. Gay                          Vice Chairman of the                      October 8, 1996
------------------------------             Board of Directors    
Robert C. Gay                  

------------------------------             Director                                  October __, 1996
Richard Renaud

/s/ Ronald P. Mika                         Director                                  October 8, 1996
------------------------------ 
Ronald P. Mika                 

/s/ Geoffrey S. Rehnert                    Director                                  October 8, 1996
------------------------------ 
Geoffrey S. Rehnert            
</TABLE> 

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<PAGE>
 
                                   SIGNATURES

    Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, IHF Holdings, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              IHF HOLDINGS, INC.


                              By: /s/ Scott R. Watterson
                                 -------------------------------------
                                 Name: Scott R. Watterson
                                 Title: Chairman of the Board and
                                 Chief Executive Officer
Date:  October 8, 1996

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING  PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<CAPTION>
 
Signatures                                              Capacity                        Date
-----------                                             ---------                      ------   
<S>                                        <C>                                  <C>
 
/s/ Scott R. Watterson                     Chairman of the Board of Directors        October 8, 1996
------------------------------             and Chief Executive Officer 
Scott R. Watterson                         (principal executive officer)
 
/s/ S. Fred Beck                           Vice President, Chief Financial and       October 8, 1996
------------------------------             Accounting Officer, Treasurer and
S. Fred Beck                               Secretary (principal financial and
                                           accounting officer)
 
/s/ Gary E. Stevenson                      Director                                  October 8, 1996
------------------------------ 
Gary E. Stevenson              

------------------------------             Vice Chairman of the Board                October __, 1996
Eric Weider                                of Directors    


/s/ Robert C. Gay                          Vice Chairman of the                      October 8, 1996
------------------------------             Board of Directors    
Robert C. Gay                  

------------------------------             Director                                  October __, 1996
Richard Renaud


/s/ Ronald P. Mika                         Director                                  October 8, 1996
------------------------------ 
Ronald P. Mika                 

/s/ Geoffrey S. Rehnert                    Director                                  October 8, 1996
------------------------------ 
Geoffrey S. Rehnert            
</TABLE> 

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