-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RvxRptZJCYQxo+W++yuImbYjVQ1Is4Ixspxc7fHLRJ+XiDTFo4qhcE6O8HQC3bGj fHWzw50DB+7H87MS5dCJYg== 0001104659-06-015572.txt : 20060310 0001104659-06-015572.hdr.sgml : 20060310 20060310091044 ACCESSION NUMBER: 0001104659-06-015572 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 GROUP MEMBERS: ALTOR 2003 GP LTD GROUP MEMBERS: NAVICO ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOWRANCE ELECTRONICS INC CENTRAL INDEX KEY: 0000804073 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 440624411 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41519 FILM NUMBER: 06677612 BUSINESS ADDRESS: STREET 1: 12000 E SKELLY DR CITY: TULSA STATE: OK ZIP: 74128 BUSINESS PHONE: 9184376881 MAIL ADDRESS: STREET 1: 12000 E SKELLY DRIVE CITY: TULSA STATE: OK ZIP: 74128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Simrad Yachting AS CENTRAL INDEX KEY: 0001351214 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 111 STREET 2: STRANDPROMENADEN 50 CITY: HORTEN STATE: Q8 ZIP: 3191 BUSINESS PHONE: 47 33 03 41 40 MAIL ADDRESS: STREET 1: P.O. BOX 111 STREET 2: STRANDPROMENADEN 50 CITY: HORTEN STATE: Q8 ZIP: 3191 SC 13D/A 1 a06-6358_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.  2)*

LOWRANCE ELECTRONICS, INC.

(Name of Issuer)

 

Common Stock, par value $0.10 per share

(Title of Class of Securities)

 

548900109

(CUSIP Number)

 

Hugo Maurstad

Strandpromenaden 50

3191 Horten

Norway

+47 33 03 40 00

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 8, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1



 

CUSIP No. 548900109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Simrad Yachting AS

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
BK/AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Norway

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,911,856

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
4,911,856

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
4,911,856

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
Not applicable

 

 

13.

Percent of Class Represented by Amount in Row (11) 
95.6%*

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


*                                         Based on 5,135,516 shares of common stock of Lowrance Electronics Inc. (“Lowrance”) outstanding as of January 29, 2006, as represented by Lowrance in the Agreement and Plan of Merger, dated as of January 29, 2006, by and among Simrad Yachting AS (“Simrad”), Navico Acquisition Corp. (“Navico”) and Lowrance (the “Merger Agreement”) discussed in Items 3, 4 and 6 below.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Navico Acquisition Corp.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
BK/AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,911,856

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
4,911,856

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
4,911,856

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
Not applicable

 

 

13.

Percent of Class Represented by Amount in Row (11) 
95.6%*

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


*                                         Based on 5,135,516 shares of Lowrance common stock outstanding as of January 29, 2006, as represented by Lowrance in the Merger Agreement discussed in Items 3, 4 and 6 below.

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Altor 2003 GP Ltd*

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
BK/PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Jersey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,911,856

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
4,911,856

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
4,911,856

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
Not applicable

 

 

13.

Percent of Class Represented by Amount in Row (11) 
95.6%**

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


*                                         Altor 2003 GP Ltd is the legal representative and general partner of the limited partnerships which comprise Altor 2003 Fund, an investment fund governed by the laws of Jersey.

 

**                                  Based on 5,135,516 shares of Lowrance common stock outstanding as of January 29, 2006, as represented by Lowrance in the Merger Agreement discussed in Items 3, 4 and 6 below.

 

4



 

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Statement on Schedule 13D originally filed on February 8, 2006 relating to the common stock, par value $0.10 per share (the “Shares”), of Lowrance Electronics, Inc, a Delaware corporation (“Lowrance”) as amended by Amendment No. 1, filed thereto on March 6, 2006.  The Schedule 13D, as amended, is referred to herein as the “Schedule 13D”.  Unless otherwise indicated, capitalized terms used but not defined herein have the meanings assigned to such term in the Schedule 13D.

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated as follows: 

On January 29, 2006, Lowrance, Simrad and Navico entered into the Merger Agreement, pursuant to which Navico, a wholly owned subsidiary of Simrad, would acquire Lowrance by means of a cash tender offer and second step merger.  On January 31, 2006, in accordance with the Merger Agreement, Navico commenced an offer (the “Offer”) to purchase all of the outstanding Shares of Lowrance, at a price of $37.00 per Share, net to the seller in cash and without interest, subject to certain terms and conditions.  The Offer expired at 12:00 Midnight, New York City time on Tuesday, February 28, 2006. According to the depositary for the Offer, a total of 4,105,658 Shares had been tendered and not withdrawn prior to this expiration, including 286,150 Shares subject to guaranteed delivery.  As a result of these purchases in the Offer, Simrad, through Navico, became the owner of approximately 80% of the outstanding Shares.

On March 1, 2006, Simrad announced that Navico would provide a subsequent offering period which would expire at 12:00 Midnight, New York City time, on Friday, March 3, 2006, unless extended. On March 6, 2006, Simrad announced that Navico extended the subsequent offering period and that it would expire at 12:00 Midnight, New York City time, on Wednesday, March 8, 2006, unless further extended. According to the depositary for the offer, as of 5:00 p.m. New York City time on Friday, March 3, 2006, a total of 4,425,873 Shares had been validly tendered in the offer and the subsequent offering period to date, including 47,088 Shares subject to guaranteed delivery.

 

5



 

During the subsequent offering period, Lowrance stockholders who had not previously tendered their Shares into the Offer could do so and Navico would promptly purchase any such Shares at $37.00 per Share, net to the stockholder in cash without interest.

The purpose of the subsequent offering period was to enable Lowrance stockholders who did not tender their Shares prior to the initial expiration of the Offer to participate in the Offer and receive the offer price on an expedited basis, and also to enable Simrad and Navico to attempt to acquire 90% or more of the outstanding Shares prior to the expiration of the subsequent offering period. 

On March 9, 2006, Sirmad announced that at 12:00 Midnight, New York City time, on March 8, 2006, the Offer expired.  According to the depositary for the Offer, as of the expiration of the Offer, 4,911,856 Shares were validly tendered in the Offer and the subsequent offering period, including 41,415 shares subject to guaranteed delivery.   As a result of the offer, Simrad, through Navico, now owns approximately 95.6% of the outstanding Shares.

Navico will acquire all of the remaining outstanding Shares by means of a merger with and into Lowrance (with Lowrance as the surviving corporation (the “Surviving Corporation”) under Delaware law. Pursuant to the Merger Agreement, upon the consummation of the Merger, among other things, (i) the Surviving Corporation will be a wholly owned subsidiary of Simrad following the Merger; (ii) each Share of Lowrance (subject to certain conditions and exceptions set forth in the Merger Agreement) shall be converted into the right to receive $37 in cash without interest; (iii) the directors of Merger Sub will become the directors of the Surviving Corporation; (iv) the Certificate of Incorporation of the Merger Sub, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation of the Surviving Corporation and will be in effect until duly amended as provided therein or by applicable law; and (v) the by-laws of Merger Sub, as in effect immediately prior to the Merger, shall be the by-laws of the Surviving Corporation until duly amended as provided therein or by applicable law.

Upon consummation of the Merger, the Shares shall cease to be quoted on the Nasdaq National Market System and shall become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a)                    For purposes of Rule 13d-3 promulgated under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of 4,911,856 Shares, representing an aggregate of 95.6% of Lowrance’s issued and outstanding Shares as of March 8, 2006. 

To the knowledge of the Reporting Persons, no Shares are beneficially owned by any of the persons identified in Schedule I to this Schedule 13D.

(b)                   The sole power to vote or direct the voting of, and the power to dispose or direct the disposition of, the Shares described above is held by Merger Sub.  Simrad, through its ownership and/or control of Merger Sub, has and Altor, as a result of its ownership interest in Simrad may be deemed to have, the power to vote or direct the voting of and the power to dispose or direct the disposition of, such Shares. 

(c)                    Neither of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any person or entity listed on Schedule I attached hereto, has effected any transactions in the Shares during the past 60 days.

(d)                   To the knowledge of the Reporting Persons no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Shares.

 

6



 

(e)                    Not applicable.

 

7



 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

March 8, 2006

 

 

ALTOR 2003 GP LTD, as legal representative and
general partner of the limited partnerships that,
together, comprise the ALTOR 2003 FUND

 

 

 

By:

/s/ Edward Moore

 

 

 

Name: Edward Moore

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Lynda Elliott

 

 

 

Name: Lynda Elliott

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

SIMRAD YACHTING AS

 

 

 

 

By:

/s/ Hugo Maurstad

 

 

 

Name: Hugo Maurstad

 

 

Title: Chairman

 

 

 

 

 

 

 

NAVICO ACQUISITION CORP.

 

 

 

 

 

 

 

By:

/s/ Hugo Maurstad

 

 

 

Name: Hugo Maurstad

 

 

Title: President

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

8


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