-----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, FBMk+7PO84oL6guJUTgVpR6YG3w3+2YKEZikxC7zndVEZZe6/Gmq7XSh0BISck/P iS4KLDVlvWFnEl+kCUS5JA== 0000950131-01-000081.txt : 20010122 0000950131-01-000081.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950131-01-000081 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010105 GROUP MEMBERS: BLUE MARLIN, INC GROUP MEMBERS: COBRA ELECTRONICS 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 TO-C SEC ACT: SEC FILE NUMBER: 005-41519 FILM NUMBER: 1502630 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: COBRA ELECTRONICS CORP CENTRAL INDEX KEY: 0000030828 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 362479991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 6460 W CORTLAND ST CITY: CHICAGO STATE: IL ZIP: 60635 BUSINESS PHONE: 3128898870 MAIL ADDRESS: STREET 1: 6460 W CORTLAND ST CITY: CHICAGO STATE: IL ZIP: 60635 SC TO-C 1 0001.txt SCHEDULE TO-C ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - - - - - - - - - - SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14 (D) (1) OR SECTION 13 (E) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 - - - - - - - - - - LOWRANCE ELECTRONICS, INC. (Name of Subject Company (Issuer)) BLUE MARLIN, INC. COBRA ELECTRONICS CORPORATION (Names of Filing Persons (Offerors)) - - - - - - - - - - COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) - - - - - - - - - - 548900 10 9 (CUSIP Number of Class of Securities) - - - - - - - - - - Gerald M. Laures Vice President - Finance, and Corporate Secretary Cobra Electronics Corporation 6500 W. Cortland Street Chicago, IL 60707 Telephone: (773) 889-8870 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Pran Jha Sidley & Austin Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 CALCULATION OF FILING FEE Transaction Valuation: Not Applicable Amount of Filing Fee: Not Applicable - ---------- [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: Not applicable Filing Party: Not applicable Form or registration No.: Not applicable Date Filed: Not applicable [ X ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ X ] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ Item 12 EXHIBITS Exhibit 99.1 Text of Press Release issued on January 5, 2001, including related Fact Sheet. Exhibit 99.2 Description of graphic presentation located on Cobra Electronics Corporation's website at www.cobraelectronics.com. EXHIBIT INDEX Exhibit 99.1 Text of Press Release issued on January 5, 2001, including related Fact Sheet. Exhibit 99.2 Description of graphic presentation located on Cobra Electronics Corporation's website at www.cobraelectronics.com. EX-99.1 2 0002.txt PRESS RELEASE DATED 1/5/01, AND RELATED FACT SHEET Exhibit 99.1 [COBRA LETTERHEAD] FOR IMMEDIATE RELEASE Investor Contact: Gerald M. Laures Vice President - Finance Cobra Electronics Corporation 773-804-6216 glaures@cobraelectronics.com ---------------------------- Media Contacts: Larry Larsen Fleishman-Hillard 312-751-3617 larsenl@fleishman.com --------------------- Jessica Heine Fleishman-Hillard 312-932-2801 heinej@fleishman.com -------------------- COBRA ELECTRONICS TO ACQUIRE LOWRANCE ELECTRONICS Acquisition Secures Cobra's Leadership in Complementary Markets and Expands its Global Reach CHICAGO, Illinois, and TULSA, Oklahoma, January 5, 2001 - Cobra Electronics Corporation (Nasdaq: COBR) and Lowrance (Nasdaq: LEIX) today announced the signing of a definitive agreement under which Cobra will purchase all of the outstanding shares of common stock of Lowrance at $8.25 per share in cash. The acquisition brings together premier companies from the two-way mobile communications, SONAR, marine and recreational GPS businesses, combining their complementary products and customers and extending Cobra's global reach. The transaction values Lowrance at approximately $53 million, including the assumption of debt anticipated at the time of closing. The acquisition will significantly increase Cobra's revenues as Lowrance's fiscal 2000 revenues exceeded $73 million. Under the agreement, which has been approved by the boards of directors of both companies, Cobra will commence a tender offer no later than January 16, 2001 for all of the outstanding shares of Lowrance's common stock. Stockholders owning approximately 54.3 percent of Lowrance's outstanding shares of common stock have entered into agreements to tender their shares pursuant to the tender offer. The offer is subject to customary conditions, including the tender of at least 63 and 1/3 percent of Lowrance's outstanding shares of common stock. The tender offer is also conditioned on Cobra's -more- obtaining adequate financing. Cobra has agreed to the terms of senior bank financing with LaSalle Bank, GE Capital and BT Commercial in the amount of $85 million. Cobra has also agreed to the terms of subordinated financing with American Capital Strategies in the amount of $15 million. The proceeds from financing will provide necessary funds for the transaction as well as refinance Cobra's existing working capital and letter of credit requirements. Both the senior bank and the subordinated financing are subject to negotiation and the execution of definitive agreements and other financing conditions. The financing transactions and the acquisition are anticipated to close in February 2001. "This acquisition secures a leading position for Cobra in the marine and recreational Global Positioning System (GPS) and SONAR businesses, both of which provide significant, profitable growth opportunities," said Jim Bazet, president and chief executive officer of Cobra Electronics. "The acquisition offers us tremendous strategic growth opportunities in terms of new product development, distribution and manufacturing. It also positions us with superior technology in GPS, SONAR and navigational mapping software." Cobra and Lowrance have each successfully positioned themselves in high- growth markets. Cobra is a strong number two player in the estimated $300 million Family Radio Service (FRS) business - one of the fastest growing segments of two-way mobile communications. Lowrance is a leader in the marine and recreational GPS market. Boaters and outdoor enthusiasts use GPS to determine location and navigation information based on satellite data. According to Allied Business Intelligence, the worldwide commercial GPS market, including the markets in which Lowrance participates, is expected to grow from an estimate of nearly $5 billion in 1999 to an estimate of nearly $14 billion in 2005, nearly tripling over the six year period. The companies will also bring together leadership in complementary businesses. Cobra is the leader in the Citizens Band radio and radar detection markets. Lowrance is the number one player in the marine and recreational SONAR market. SONAR refers to the technology that detects bottom contours, depth and the presence of fish below water. "The Lowrance acquisition supplements Cobra's strong internal growth and continues the momentum of our transformation. It fits with our growth strategies to aggressively expand internationally, extend domestic distribution channels, develop leadership positions in complementary markets, and pursue strategic acquisitions," said Jim Bazet. For the first nine months of 2000, Cobra increased its sales by 19 percent and its net income by over 140 percent. "Like Cobra, Lowrance has a 40-year track record of innovation and a reputation that stands for quality and technological leadership," said Darrell Lowrance, co-founder, president and chief executive officer of Lowrance. "The deal joins complementary companies, combines Lowrance's -more- 2 state-of-the-art technology with Cobra's superb marketing and distribution strengths, and secures resources for Lowrance's expansion." Through the acquisition, Cobra will have access to new channels, such as original equipment manufacturers (OEMs), marine dealers and sporting goods stores. These channels will provide opportunity for cross-channel product sales and marketing. Cobra products are currently distributed through a strong, well- established network of approximately 300 retailers, including eight of the top ten consumer electronics retailers, the "Big Three" office supply super-stores, and mass market channels such as Wal-Mart, Kmart, Costco and Sam's Club. Additionally, the acquisition will expand Cobra's international presence from 32 to 60 foreign countries, with strengthened distribution in Canada, Europe and Australia. The tender offer will be followed by a merger in which each share of Lowrance common stock not tendered through the offer will convert to a right to receive $8.25 in cash. After the merger, Lowrance will become a wholly owned subsidiary of Cobra. "I am delighted that Darrell Lowrance and the entire senior management team will remain with the company," said Jim Bazet. "Together, we will leverage our combined innovation, technology and distribution strengths to build our global two-way mobile communications, SONAR and marine navigation and recreational GPS businesses." ABOUT COBRA ELECTRONICS Forbes named Cobra Electronics Corporation (Nasdaq: COBR) to its list of "200 Best Small Companies in America" in 2000. Cobra is a leading global manufacturer of two-way mobile communications products, holding the number one or strong number two position in every major market in which it does business. The Family Radio Service (FRS) business is one of the fastest growing segments of two-way mobile communications, and Cobra is a leading FRS player in the U.S., Canada and Europe. Cobra has a 40-year track record of innovation and award- winning products, and leads the industry in developing technology applications that anticipate market demand. To learn more about Cobra Electronics and its products, please visit the Cobra site at http://www.cobraelectronics.com. -more- 3 ABOUT LOWRANCE Lowrance is the number one company in the marine and recreational SONAR market and has a leading position in the marine and recreational Global Positioning System (GPS) business. With over 43 years of proprietary design and manufacturing expertise and 50 U.S. patents, Lowrance's technology has revolutionized the consumer GPS and SONAR industries. Lowrance markets under the brand names "Lowrance" and "Eagle" in 60 countries. To learn more about Lowrance and its products, please visit the Lowrance site at http://www.lowrance.com. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Lowrance. At the time a subsidiary of Cobra commences its offer, it will file a Tender Offer Statement with the Securities and Exchange Commission and Lowrance will file a Solicitation/Recommendation Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The offer to purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement will be made available to all stockholders of Lowrance, at no expense to them. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and all other offer documents filed with the Commission) and the Solicitation/Recommendation Statement will also be available for free at the Commission's Web site at www.sec.gov. The statements in this release concerning Cobra's sales and profit growth are forward-looking statements that involve certain risks and uncertainties, including the acceptance of Cobra's new and existing products by customers, continued success of Cobra's cost containment efforts and continuation of key distribution channel relationships. These forward-looking statements are based on assumptions that Cobra believes to be reasonable. No assurance can be given that the assumptions will prove to be correct, and the difference between assumptions and actual results could be material. #### [COBRA LETTERHEAD] [LOWRANCE LETTERHEAD] COBRA ELECTRONICS PROFILE - -------------------------------------------------------------------------------- TICKER NASDAQ: COBR - -------------------------------------------------------------------------------- Incorporated 1961 - -------------------------------------------------------------------------------- President and CEO Jim Bazet - -------------------------------------------------------------------------------- Leadership Number one in radar detection and Citizens Band radios, strong number two in Family Radio Service (FRS) two-way mobile radios - -------------------------------------------------------------------------------- International Reach 32 countries - -------------------------------------------------------------------------------- Company Locations - - Headquarters - Chicago, Illinois - - Overseas Presence - Dublin, Ireland & Hong Kong - -------------------------------------------------------------------------------- Employees 135 - -------------------------------------------------------------------------------- Distribution 8 of the top 10 consumer electronics retailers, the "Big Three" office suppliers, Wal-Mart, Kmart, Costco & Sam's Club - -------------------------------------------------------------------------------- Sales $118.7 million (1999); $95.7 million for the nine months ending 9/30/2000 - -------------------------------------------------------------------------------- Net Income $4.0 million (1999); $4.2 million for the nine months ending 9/30/2000 - -------------------------------------------------------------------------------- EBITDA $8.1 million (1999); $8.9 million for the nine months ending 9/30/2000 - -------------------------------------------------------------------------------- Web site www.cobraelectronics.com - -------------------------------------------------------------------------------- LOWRANCE ELECTRONICS PROFILE - -------------------------------------------------------------------------------- TICKER NASDAQ: LEIX - -------------------------------------------------------------------------------- Incorporated 1958 - -------------------------------------------------------------------------------- Founder, president and CEO Darrell Lowrance - -------------------------------------------------------------------------------- Leadership Number one in marine and recreational SONAR, leader in marine and recreational GPS - -------------------------------------------------------------------------------- International Reach 60 countries - -------------------------------------------------------------------------------- Company Locations - - Headquarters - Tulsa, Oklahoma - - Manufacturing Facility - Ensenada, Mexico - - Overseas Presence - Toronto, Canada & Sydney, Australia - -------------------------------------------------------------------------------- Employees 887 - -------------------------------------------------------------------------------- Distribution OEMs, marine dealers and distributors & sporting goods stores - -------------------------------------------------------------------------------- Sales $73.2 million - -------------------------------------------------------------------------------- Net Income $4.7 million (excluding severance and merger costs) - -------------------------------------------------------------------------------- EBITDA $7.8 million (excluding severance and merger costs) - -------------------------------------------------------------------------------- Web site www.lowrance.com - -------------------------------------------------------------------------------- EX-99.2 3 0003.txt DESCRIPTION OF PRESENTATION ON COBRA'S WEBSITE Exhibit 99.2 DESCRIPTION OF GRAPHIC PRESENTATION ------------------------------------ LOCATED ON ---------- COBRA ELECTRONICS CORPORATION'S WEBSITE --------------------------------------- - -------------------------------------------------------------------------------- Slide DESCRIPTION - -------------------------------------------------------------------------------- 1 TITLE PAGE - -------------------------------------------------------------------------------- 2 PRESENTATION HIGHLIGHTS - -------------------------------------------------------------------------------- 3 SUMMARY DESCRIPTION OF COBRA ELECTRONICS - Two-way mobile communications leader - Family Radio Service (FRS) products - Radar detection systems - Citizen Band radios - Number 1 or strong number 2 in each market - Customers = travelers, sports/outdoor enthusiasts - Distribution through: - Consumer electronics retailers - "Big Three" office supply super-stores - Wal-mart, Kmart, Costco & Sam's Club - Incorporated in 1961 - -------------------------------------------------------------------------------- 4 COBRA'S TRANSFORMATION OVER THE PAST THREE YEARS - Capitalized on the high-growth FRS segment - Secured a strong number 2 industry position - Extended its leadership internationally - Number 1 FRS brand in Canada - Leading PMR brand in EU member countries - Grew its radar market share from number 3 to number 1 - Introduced new products and technologies - Delivered strong internal growth - Grew net income by over 550% (1996-1999) - -------------------------------------------------------------------------------- 5 INDUSTRY RECOGNITION Cobra's transformation has been recognized by industry observers... - Forbes named Cobra to its list of "200 Best Small Companies in America" in 2000 - Deloitte & Touche named Cobra as one of Chicago's fastest growing technology companies in the firm's "Fast 50" program in 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 6 COBRA'S GROWTH STRATEGY Strategy Milestone -------- --------- Expand internationally ----> Sales in 32 countries Extend distribution ----> Grew retail chain accounts by 20% (1997-1999) Develop new markets ----> Strong Number 2 in FRS Strategic acquisitions ----> Lowrance Electronics - -------------------------------------------------------------------------------- 7 LOWRANCE'S STRATEGIC FIT Lowrance enhances Cobra's growth opportunity and continues its transformation by adding... - Attractive new market positions in GPS & SONAR - Superior technology & manufacturing capabilities - Expanded distribution (U.S./international) - Opportunity for further top & bottom line growth - -------------------------------------------------------------------------------- 8 LOWRANCE SNAPSHOT - Marine/recreational GPS & SONAR leader - Customers = travelers, fishing/outdoors enthusiasts - Distributes through: - Marine dealers/distributors & sporting goods stores - Company Location - Headquarters = Tulsa, Oklahoma - Manufacturing plant = Ensenada, Mexico - Incorporated in 1958 - -------------------------------------------------------------------------------- 9 LOWRANCE'S BUSINESSES 1. Marine/Recreational GPS Boaters and outdoor enthusiasts use GPS to determine location and navigation information based on satellite data. 2 - -------------------------------------------------------------------------------- 2. Marine/Recreational SONAR Boaters and fisherman use SONAR to detect bottom contours, depth and the presence of fish below water. - -------------------------------------------------------------------------------- 10 GPS MARKET GPS offers high-growth opportunities in a large, global market... - Industry expected to nearly triple over the next 5 years from $5 billion in 1999 to $14 billion in 2005. - -------------------------------------------------------------------------------- 11 GPS GROWTH DRIVERS - Mobility trends - Increased travel - Growth of wireless communications - "On the go" lifestyles - Broad industry applications - Transportation/automotive - Communications/safety - Construction/mining - Wide consumer appeal - Hiking - Boating - Trip planning - -------------------------------------------------------------------------------- 12 GPS GROWTH OPPORTUNITY Lowrance is well positioned to capture growth... - Leading provider in marine & recreational markets - Unique technologies & commitment to quality - Strong brand recognition - Extensive distribution (U.S./international) - -------------------------------------------------------------------------------- 13 SONAR MARKET Lowrance... - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- - Invented the first SONAR device - Dominated brand in the $100 million recreational market - Drives growth by: - Innovating technology & products - Expanding reach to 50 million fishing enthusiasts - Capitalizing on international growth opportunities - -------------------------------------------------------------------------------- 14 LOWRANCE'S SUPERIOR TECHNOLOGY - 50 U.S. patents - Introduced market "Firsts" - Handheld GPS with mapping CD-ROM - Aviation GPS with ground mapping - LCD product offering with GPS, mapping and SONAR capabilities - Leading innovator for more than 40 years - Lowrance's technology provides Cobra opportunity for new product development - -------------------------------------------------------------------------------- 15 LOWRANCE'S SUPERIOR MANUFACTURING FACILITY - High-quality facility in Ensenada, Mexico - Technologically/operationally state-of-the-art - 108,000 square feet - Designed for expansion - Highly cost-effective production - Lowrance's plant provides Cobra opportunity to manufacture its high-end products - -------------------------------------------------------------------------------- 16 EXPANDED DOMESTIC DISTRIBUTION Lowrance expands Cobra's distribution in the U.S. ... - Opportunity to cross-market products through common channels - Adds new complementary channels - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- - Marine dealers/distributors - Sporting goods stores - -------------------------------------------------------------------------------- 17 EXTENDED GLOBAL REACH Lowrance enhances Cobra's international presence ... - Stretches reach from 32 to 60 countries - Expands European market coverage - Deepens market presence in Canada & Australia - -------------------------------------------------------------------------------- 18 ENHANCED FINANCIAL STRENGTH Lowrance strengthens Cobra's financial potential with profitable growth opportunities ... - Complementary products - Leading technologies - High-quality manufacturing - New distribution - -------------------------------------------------------------------------------- 19 TRANSACTION SUMMARY Value - Approximately $53 million, including stock purchase & assumption of debt Terms - Stock purchase for $8.25/share in cash & an estimated $21.9 million in debt at closing Financing - Senior financing provided by LaSalle Bank, GE Capital & BT Commercial. Subordinated financing by American Capital Strategies Close - Targeted February 28, 2001 Organization - Lowrance becomes a wholly-owned subsidiary of Cobra Lowrance Management - Continues to manage the company - -------------------------------------------------------------------------------- 20 ACQUISITION BENEFITS - Lowrance extends Cobra's growth opportunity. And, in so doing, it strengthens Cobra's - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- value to shareholders - -------------------------------------------------------------------------------- 21 SAFE HARBOR Certain statements in this presentation regarding Cobra's long-term growth, value creation, and dominance of the relevant market place are forward-looking statements that invoke substantial risks and uncertainties. Actual results may differ materially from those implied by such forward-looking statements as a result of various factors. Readers are encouraged to review Cobra's Annual Report on Form 10-K and quarterly report on Form 10-Q for the third quarter of 2000 for other important factors that may cause actual results to differ materially from those implied in these forward-looking statements. - -------------------------------------------------------------------------------- 22 TENDER OFFER LEGEND This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Lowrance. At the time a subsidiary of Cobra commences its offer, it will file a Tender Offer Statement with the Securities and Exchange Commission and Lowrance will file a Solicitation/Recommendation Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The offer to purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement will be made available to all stockholders of Lowrance, at no expense to them. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and all other offer documents filed with the Commission) and the Solicitation/Recommendation Statement will also be available for free at the Commission's Web site at www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----