8-K

 

                                   FORM 8-K


                      SECURITIES AND EXCHANGE COMMISSION


                             Washington, DC 20549


                               ----------------


                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


                               ----------------


                Date of Report
                (Date of earliest                        
                event reported):                        June 30, 1997


                             OshKosh B'Gosh, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


     Delaware                       0-13365                     39-0519915
- --------------------------------------------------------------------------------
(State or other                (Commission File               (IRS Employer
jurisdiction of                     Number)                 Identification No.)
incorporation)




      112 Otter Avenue, Oshkosh, Wisconsin                          54901
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code                 (414)231-8800

 


ITEM 5.   OTHER EVENTS

     The press release of OshKosh B'Gosh, Inc. dated June 30, 1997 filed as 
Exhibit 99 hereto that discloses a self tender offer for up to 2.5 million 
shares of common stock is incorporated by reference.

ITEM 7:   FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

Exhibit No.    Exhibit

     99        Press release of OshKosh B'Gosh, Inc. dated June 30, 1997








 


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       OSHKOSH B'GOSH, INC.



DATE:  June 30, 1997                   By: /s/ David L. Omachinski
                                           -------------------------------------
                                       Name:   David L. Omachinski
                                       Title:  Vice President, Treasurer
                                               and Chief Financial Officer












 

                             OSHKOSH B'GOSH, INC.

                  Exhibit Index to Current Report on Form 8-K
                              Dated June 30, 1997


Exhibit Number                      Exhibit                                 Page

     99                             Press release dated June 30, 1997
                                    of OshKosh B'Gosh, Inc.

EX-99

 

                   [OSHKOSH B'GOSH, INC. PRESS RELEASE FORM]
- --------------------------------------------------------------------------------

                  OSHKOSH B'GOSH, INC. ANNOUNCES SELF-TENDER 
                  FOR UP TO 2,000,000 SHARES OF COMMON STOCK

     OSHKOSH, WISCONSIN--(BW) June 30, 1997--OshKosh B'Gosh, Inc. (NASDAQNMS-
GOSHA), a Delaware corporation, announced today that its board of directors has
authorized the Company to repurchase its common stock pursuant to a "dutch
auction" self-tender offer. The self-tender will be for up to 2,000,000 shares
of the Company's Class A Common Stock and/or Class B Common Stock. The tender
offer price will range from $19.00 to $22.00 per share in cash, subject to
market and other customary conditions. The tender offer is expected to commence
Monday, June 30, 1997, and will expire at 12:00 Midnight, Eastern Time, on
Tuesday, July 29, 1997, unless extended. On June 27, 1997, OshKosh Class A
Common Stock was last traded at $19 3/4 per share.

     The tender offer will be subject to various terms and conditions described
in the tender offer materials to be distributed to shareholders this week. Under
the terms of the tender offer, OshKosh shareholders will be given the
opportunity to specify prices within the Company's stated price range at which
they are willing to sell their shares. Upon receipt of tenders, OshKosh will
determine a final price that enables it to purchase up to 2,000,000 shares from
those shareholders who agreed to sell at or below the selected purchase price.
All shares purchased will be at the determined price. If more than 2,000,000
shares are tendered at or below the purchase price, there will be a proration
unless OshKosh elects (in its sole discretion) to purchase the excess. The offer
will not be contingent upon any minimum number of shares being tendered. OshKosh
currently has 10,425,571 shares of Class A Common Stock and 1,260,704 shares of
Class B Common Stock outstanding. The Class A Common Stock is listed on the
Nasdaq National Market under the symbol "GOSHA." A similar listing of Class B
Common Stock was terminated on June 27, 1977. The Class B Common Stock continues
to be convertible into Class A Common Stock on a share for share basis at the
shareholder's option. The Company indicated it intends to finance the tender
offer primarily with available cash and, to a lesser extent, through its
existing credit facilities.

     Neither the Company nor its board of directors makes any recommendation to
shareholders as to whether to tender or refrain from tendering their shares.
Each shareholder must make the decision whether to tender shares and, if so, how
many shares and at what price or prices shares should be tendered.

     Douglas W. Hyde, Chairman and Chief Executive Officer of OshKosh, said, "We
believe that this use of cash and borrowings from existing credit facilities
will result in a more efficient capital structure for the Company and is
consistent with our long-term goal of increasing shareholder value."

     Robert W. Baird & Co. Incorporated will serve as the dealer manager for the
tender offer. Georgeson & Company Inc. will serve as the information agent.