-----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, E8fK3C8ReuP0so7pwXTf+kG3UIyF1FrF2EXmywh+Cpjm/hUkoPAfDaWjcFihmMjA TCNnyys2uC+e4Pua+JuQhw== 0000950131-97-004222.txt : 19970701 0000950131-97-004222.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950131-97-004222 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19970630 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-33438 FILM NUMBER: 97632874 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 SC 13E4 1 SCHEDULE 13E-4 As Filed With The Securities and Exchange Commission On June 30, 1997 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) OSHKOSH B'GOSH, INC. (Name of Issuer) OSHKOSH B'GOSH, INC. (Name of Person(s) Filing Statement) CLASS A COMMON STOCK CLASS B COMMON STOCK (Title of Class of Securities) CLASS A COMMON STOCK--688222 207 CLASS B COMMON STOCK--688222 230 (CUSIP Number of Class of Securities) DAVID L. OMACHINSKI VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER OSHKOSH B'GOSH, INC. 112 OTTER AVENUE OSHKOSH, WISCONSIN 54901 (414) 231-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) ---------------- With a Copy to: STEVEN R. DUBACK, ESQ. QUARLES & BRADY 411 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-4497 JUNE 30, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) ---------------- CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE - ------------------------------------------------------------------------------ $44,000,000 $8,800
* Calculated solely for the purpose of determining the filing fee, based upon the purchase of 2,000,000 shares at $22.00 per share. [ ] Check 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 filings: NOT APPLICABLE ITEM 1. SECURITY AND ISSUER. (a) The issuer of the securities to which this Schedule 13E-4 relates is OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), and the address of its principal executive office is 112 Otter Avenue, Oshkosh, Wisconsin, 54901. (b) This Schedule 13E-4 relates to the offer by the Company to purchase 2,000,000 shares (or such lesser number of shares as are properly tendered) of its Class A Common Stock, par value $.01 per share ("Class A Shares") and Class B Common Stock, par value $.01 per share ("Class B Shares") (such shares are hereinafter collectively referred to as the "Shares"), of which 10,425,571 Class A Shares and 1,260,704 Class B Shares were outstanding as of June 25, 1997, at a price not in excess of $22.00 nor less than $19.00 per Share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 30, 1997, (the "Offer to Purchase"), and in the related Letter of Transmittal, which together constitute the "Offer," copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, and incorporated herein by reference. As of the date of this filing, the Class B Shares are not registered under the Securities Exchange Act of 1934, as amended. Executive officers and directors of the Company may participate in the Offer on the same basis as the Company's other shareholders, although the Company has been advised that no director or executive officer of the Company intends to tender any Shares pursuant to the Offer. The information set forth in "Introduction" and "The Offer--Section 1, Number of Shares; Proration" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Introduction" and the "The Offer--Section 1, Number of Shares; Proration" and "Price Range of Shares; Dividends--Section 8" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "The Offer--Section 9, Source and Amount of Funds" of the Offer to Purchase and information provided in Exhibit (b) of Item 9 to Schedule 13E-4 is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) The information set forth in "Introduction" and "The Offer--Section 9, Source and Amount of Funds," "The Offer--Section 2, Purpose of the Offer; Certain Effects of the Offer," "The Offer--Section 11, Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" and "The Offer--Section 12, Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "The Offer--Section 11, Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "Introduction" and "The Offer--Section 9, Source and Amount of Funds," "The Offer--Section 2, Purpose of the Offer; Certain Effects of the Offer" and "The Offer--Section 11, Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED. The information set forth in "Introduction" and "The Offer--Section 16, Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in "The Offer--Section 10, Certain Information Concerning the Company" of the Offer to Purchase is incorporated herein by reference, the information set forth on pages 14 through 30 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, filed as Exhibit (g)(1) hereto, is incorporated herein by reference, the information set forth on pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed as Exhibit (g)(2) hereto is incorporated herein by reference and the information set forth in the Company's Current Report on Form 8-K dated June 30, 1997, filed as Exhibit (g)(3) hereto is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in "The Offer--Section 13, Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "The Offer--Section 12, Effect of the Offer on the Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1)Form of Offer to Purchase, dated June 30, 1997. (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9). (3) Form of Notice of Guaranteed Delivery. (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (6) Text of Press Release issued by the Company, dated June 30, 1997. (7) Form of Summary Advertisement, dated July 1, 1997. (8) Form of Letter to Shareholders of the Company, dated June 30, 1997, from Douglas W. Hyde, Chairman and Chief Executive Officer of the Company. (9) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. (b) Credit agreement between OshKosh B'Gosh, Inc. and Firstar Bank Milwaukee, N.A. and participating banks as amended, and dated as of June 28, 1996. (Exhibit 10.12 to OshKosh B'Gosh, Inc. Form 10-K ("Form 10-K") for the fiscal year ended December 31, 1996, Commission File No. 0-13365, is incorporated by reference.) (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) Pages 14 through 30 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (Incorporated by reference from the Form 10-K). (2) Pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter, ended March 31, 1997 (Incorporated by reference to the Form 10-Q filed for the quarter ended March 31, 1997). (3) The Company's Current Report on Form 8-K, dated June 30, 1997. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-4 is true, complete and correct. OSHKOSH B'GOSH, INC. /s/ David L. Omachinski By: _________________________________ Name: David L. Omachinski Title:Vice President, Treasurer and Chief Financial Officer June 30, 1997 EX-99.(A)(1) 2 FORM OF OFFER TO PURCHASE LOGO OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT IN EXCESS OF $22.00 NOR LESS THAN $19.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON JULY 29, 1997, UNLESS THE OFFER IS EXTENDED. OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), hereby invites its shareholders to tender shares of its Class A Common Stock, $.01 par value per share (the "Class A Shares") or its Class B Common Stock, $.01 par value per share (the "Class B Shares") (collectively, the "Shares"), to the Company at a price not in excess of $22.00 nor less than $19.00 per Share in cash, as specified by shareholders tendering their Shares, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal, which together constitute the "Offer." The Company will determine the single per Share price, not in excess of $22.00 nor less than $19.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares, whether Class A Shares or Class B Shares, properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $22.00 nor less than $19.00 per Share). All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, subject to the terms and the conditions of the Offer, including the proration and conditional tender provisions. All Shares purchased in the Offer will be purchased at the Purchase Price. The Company reserves the right, in its sole discretion, to purchase more than 2,000,000 Shares pursuant to the Offer. See Sections 1 and 15. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. The Class A Shares are listed and traded on the Nasdaq Stock Market Inc. ("Nasdaq") National Market ("National Market") under the symbol "GOSHA." As of June 27, 1997, the Class B Shares are no longer listed or traded on any exchange. On June 27, 1997, the last full trading day prior to the commencement of the Offer, the last trade per Class A Share price as reported on the National Market was $19.75 and the last trade per Class B Share price on the National Market (prior to delisting) was $19.125. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE CLASS A SHARES. SEE SECTION 8. ----------------- IMPORTANT Any shareholder wishing to tender all or any part of his or her Shares should either (a) complete and sign a Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal and either mail or deliver it with any required signature guarantee and any other required documents to Harris Trust and Savings Bank (the "Depositary"), and either mail or deliver the stock certificates for such Shares to the Depositary (with all such other documents) or tender such Shares pursuant to the procedure for book-entry tender set forth in Section 3, or (b) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such shareholder. Holders of Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such person if they desire to tender their Shares. Any shareholder who desires to tender Shares and whose certificates for such Shares cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary, in any case, by the expiration of the Offer must tender such Shares pursuant to the guaranteed delivery procedure set forth in Section 3. To properly tender Shares, shareholders (other than certain Odd Lot Holders (as defined herein)) must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent or to the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be obtained from the Information Agent. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. ----------------- The Dealer Manager for the Offer is: ROBERT W. BAIRD & CO. INCORPORATED 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Toll-Free: 1-888-224-7326 TABLE OF CONTENTS
SECTION PAGE - ------- ---- SUMMARY................................................................... 1 INTRODUCTION.............................................................. 2 THE OFFER................................................................. 4 1. Number of Shares; Proration........................................ 4 2. Purpose of the Offer; Certain Effects of the Offer................. 6 3. Procedures for Tendering Shares.................................... 8 4. Withdrawal Rights.................................................. 10 5. Purchase of Shares and Payment of Purchase Price................... 11 6. Conditional Tender of Shares....................................... 12 7. Certain Conditions of the Offer.................................... 12 8. Price Range of Shares; Dividends................................... 14 9. Source and Amount of Funds......................................... 14 10. Certain Information Concerning the Company......................... 15 11. Interest of Directors and Officers; Transactions and Arrangements Concerning Shares...................................................... 18 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act....................................................... 21 13. Certain Legal Matters; Regulatory Approvals........................ 21 14. Certain Federal Income Tax Consequences............................ 21 15. Extension of Offer; Termination; Amendment......................... 25 16. Fees and Expenses.................................................. 26 17. Miscellaneous...................................................... 27
SUMMARY This general summary is solely for the convenience of the Company's shareholders and is qualified in its entirety by reference to the full text and more specific details in this Offer to Purchase. PURCHASE PRICE The Company will select a single Purchase Price which will be not more than $22.00 nor less than $19.00 per Share. All Shares purchased by the Company will be purchased at the Purchase Price even if tendered at or below the Purchase Price and regardless of whether they are Class A Shares and/or Class B Shares. Each shareholder (other than certain Odd Lot Holders) desiring to tender Shares must specify in the Letter of Transmittal the minimum price (not more than $22.00 nor less than $19.00 per Share) at which such shareholder is willing to have his or her Shares purchased by the Company. A shareholder can specify the preference and priority of tendered Shares, among his or her Shares (e.g. tender of all Class A Shares prior to any Class B Shares held by that shareholder) and can specify different minimum prices for different Shares held by that shareholder. See Section 1. NUMBER OF SHARES TO 2,000,000 Shares, including Class A Shares and/or BE PURCHASED Class B Shares (or such lesser number of Shares as are properly tendered). See Section 1. HOW TO TENDER See Section 3. A shareholder may also call the SHARES Information Agent or the Dealer Manager or consult with a broker for assistance. BROKERAGE Tendering shareholders will not be obligated to pay COMMISSIONS AND brokerage fees or commissions to the Dealer Manager, STOCK TRANSFER TAX the Depositary or the Information Agent or, except as set forth in Instruction 7 to the Letter of Transmittal, transfer taxes on the sale of Shares pursuant to the Offer. A tendering shareholder who holds securities with such shareholder's broker may be required by such broker to pay a service charge or other fee. July 29, 1997, at 12:00 Midnight, Eastern Daylight EXPIRATION AND Savings Time, unless extended by the Company. PRORATION DATES PAYMENT DATE As soon as practicable after the termination of the Offer. It is expected that the Payment Date will be approximately seven to ten business days after expiration of the Offer. Neither the Company nor its Board of Directors makes POSITION OF THE any recommendation to any shareholder as to whether COMPANY AND ITS to tender or refrain from tendering Shares. The DIRECTORS Company has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. WITHDRAWAL RIGHTS Tendered Shares may be withdrawn at any time until 12:00 Midnight, Eastern Daylight Savings Time, on July 29, 1997, unless the Offer is extended by the Company, and, unless previously purchased, after 12:00 Midnight, Eastern Daylight Savings Time, on September 24, 1997. See Section 3. ODD LOTS There will be no proration of Shares tendered by any shareholder owning beneficially fewer than 100 Class A Shares or fewer than 100 Class B Shares who tenders all such Shares at or below the Purchase Price prior to the Proration Date and who checks the "Odd Lots" box in the Letter of Transmittal. See Section 1. 1 To the Holders of Class A Shares and Class B Shares of OshKosh B'Gosh, Inc. INTRODUCTION OshKosh B'Gosh, Inc. (the "Company") invites its shareholders to tender Shares, at a price not in excess of $22.00 nor less than $19.00 per Share, as specified by shareholders tendering their Shares, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal, which together constitute the "Offer." The Company will determine the single per Share price, not in excess of $22.00 nor less than $19.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares (whether Class A Shares or Class B Shares) properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy an aggregate of 2,000,000 Shares (or such lesser number of Shares as are properly tendered). All Shares acquired in the Offer will be acquired at the Purchase Price, regardless of whether they are Class A Shares or Class B Shares. All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tender will be returned. The Company reserves the right, in its sole discretion, to purchase more than 2,000,000 Shares pursuant to the Offer. See Section 15. THIS OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF SHARES BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE OFFER. HOWEVER, 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. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. Upon the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 2,000,000 Shares are properly tendered at or below the Purchase Price and not withdrawn, the Company will buy Shares first from all Odd Lot Holders (as defined below) of Class A Shares or Class B Shares (as defined in Section 1) who properly tender all such Shares at or below the Purchase Price and then, subject to procedures for conditional tenders described in Section 1, on a pro rata basis from all other shareholders who properly tender at prices at or below the Purchase Price (and do not withdraw them prior to the expiration of the Offer). See Section 1. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn and Shares not purchased because of proration or conditional tenders, will be returned at the Company's expense to the shareholders who tendered such Shares or to other persons at their direction. The Purchase Price will be paid net to the tendering shareholder in cash for all Shares purchased. Tendering shareholders will not be obligated to pay brokerage fees or commissions to the Dealer Manager, the Depositary or the Information Agent or, except as set forth in Instruction 7 to the Letter of Transmittal, transfer taxes on the sale of Shares pursuant to the Offer. A tendering shareholder who holds securities with such shareholder's broker may be required by such broker to pay a service charge or other fee. HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE FORM W-9 THAT IS INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER, AND CERTAIN NON-U.S. SHAREHOLDERS MAY BE SUBJECT TO A 30% INCOME TAX WITHHOLDING. SEE SECTION 14. The Company will pay all 2 fees and expenses of Robert W. Baird & Co. Incorporated ("Baird" or the "Dealer Manager"), Harris Trust and Savings Bank (the "Depositary"), Georgeson & Company, Inc. (the "Information Agent"), and Harris Trust and Savings Bank (the "Transfer Agent") incurred in connection with the Offer. See Section 16. Since May 1994, the Company has repurchased 2,922,600 Class A Shares in open market transactions through June 27, 1997. Consistent with this strategy, on June 5, 1997, the Company's Board of Directors authorized officers of the Company to consider the advisability of the Offer and on June 27, 1997, the Company's Board of Directors approved the Offer. The Company initially considered an offer relating solely to Class A Shares, which would have required a holder of Class B Shares to convert them into Class A Shares in order to tender in the Offer. The Company realized that once converted into Class A Shares, they could not be reconverted back into Class B Shares, even if all or a portion were not purchased in the Offer. The Company, therefore, decided to include the Class B Shares in the Offer so that holders thereof could determine whether to participate in the Offer without undergoing the uncertainty and burdens of making an irrevocable conversion into Class A Shares. The Offer is being made because the Company's Board of Directors determined that the Offer constitutes a prudent use of the Company's financial resources, given the Company's business profile, assets and prospects. As of June 20, 1997, the Company had available approximately $39.9 million in cash and short-term investments. The Company believes that, even after anticipated capital expenditures and working capital needs and payment of dividends, this amount will continue to increase. The Company believes that the Offer will provide a capital structure that makes greater use of financial leverage without imposing unreasonable risk on the Company or its shareholders. The Company believes that its profitability and cash flows will be sufficient for anticipated capital expenditures, working capital needs, and payment of dividends. The Company's Board of Directors also believes that the Company's financial condition and outlook and current market conditions, including recent trading prices of the Shares, make this an attractive time to repurchase a portion of the outstanding Shares. In the view of the Company's Board of Directors, the Offer will result in a more efficient capital structure for the Company, as described above. Accordingly, the Offer is consistent with the Company's long term corporate goal of increasing shareholder value. After the Offer is completed, the Company believes that its financial condition, access to capital and outlook for continued favorable cash flow generation will allow it to continue to reinvest in its core business, including ongoing product development activities, capital expenditures and global expansion. The Offer provides shareholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices, not in excess of $22.00 nor less than $19.00 per Share, at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open market sales. In addition, the Offer may give shareholders the opportunity to sell at prices greater than market prices prevailing prior to announcement of the Offer. Since 1993 when, with shareholder approval, the Company's Certificate of Incorporation was amended to give the holders of the Class B Shares the privilege of converting their Class B Shares into Class A Shares on a share for share basis, there has been a steady decline in the number of holders of the Class B Shares. As a result, the number of holders has fallen below the minimum requirement for maintaining the listing of the Class B Shares on the Nasdaq National Market. In the course of deciding whether and how to proceed with the Offer, the Company, recognizing that sales pursuant to the Offer had the potential for aggravating the situation even further, requested the Nasdaq's commitment to continue listing the Class B Shares on the Nasdaq National Market without regard to the number of holders, but the Nasdaq declined to make such a commitment. Based on the above, and in view of the fact that one could reasonably expect that the Class B Shares could be involuntarily delisted from the Nasdaq National Market in the very near future, the Board of Directors felt it was in the best interests of the Company and its shareholders to take the steps necessary to voluntarily terminate the listing of the Class B Shares. Therefore the Company deregistered the Class B Shares under the Securities Exchange Act of 1934 and caused the listing of the Class B Shares on the Nasdaq National Market to be terminated effective June 27, 1997. The Class B Shares can still be converted into Class A Shares on a share for share basis at any time. 3 The Class A Shares will still be listed on Nasdaq and the Company expects to maintain a National Market listing for its Class A Shares. As of June 25, 1997, the Company had issued and outstanding 10,425,571 Class A Shares and 1,260,704 Class B Shares. The 2,000,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 17% of the outstanding Shares. The Class A Shares are listed and traded on the Nasdaq National Market under the symbol "GOSHA." The Class B Shares were listed and traded until June 27, 1997 under the symbol "GOSHB." On June 27, 1997, the last full trading day prior to the announcement of the Offer, the last trade per Class A Share as reported on the Nasdaq National Market was $19.75 and the Class B Shares (prior to delisting) were last traded at $19.125. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE CLASS A SHARES. See Section 8. THE OFFER 1. NUMBER OF SHARES; PRORATION. Upon the terms and subject to the conditions of the Offer, the Company will purchase 2,000,000 Shares or such lesser number of Shares as are properly tendered (and not withdrawn in accordance with Section 4) prior to the Expiration Date (as defined below) at prices (determined in the manner set forth below) not in excess of $22.00 nor less than $19.00 per Share in cash. The term "Expiration Date" means 12:00 Midnight, Eastern Daylight Savings Time, on July 29, 1997, unless and until the Company, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. See Section 15 for a description of the Company's right to extend, delay, terminate or amend the Offer. The Company reserves the right to purchase more than 2,000,000 Shares pursuant to the Offer. In accordance with applicable regulations of the Securities and Exchange Commission (the "Commission"), the Company may purchase pursuant to the Offer an additional amount of Shares not to exceed 2% of the outstanding Shares without amending or extending the Offer. See Section 15. If (i) the Company increases or decreases the price to be paid for Shares, the Company increases or decreases the Dealer Managers' soliciting fee, the Company increases the number of Shares being sought and such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, or the Company decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 15, the Offer will be extended until the expiration of such period of ten business days. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Savings Time. In the event of an over-subscription of the Offer as described below, Shares tendered at or below the Purchase Price prior to the Expiration Date will be subject to proration and conditional tender provisions, except for Odd Lots of either class of stock as explained below. The proration period also expires on the Expiration Date. The Company will, upon the terms and subject to the conditions of the Offer, select the lowest Purchase Price that will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $22.00 nor less than $19.00 per Share) taking into account the number of Shares to be tendered and the prices specified by tendering Shareholders. All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, subject to the terms and the conditions of the Offer, including the proration and conditional tender provisions. All Shares purchased in the Offer will be purchased at the Purchase Price, regardless of whether they are Class A Shares or Class B Shares. THE OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF SHARES, BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. 4 In accordance with Instruction 5 of the Letter of Transmittal, shareholders (other than certain Odd Lot Holders) desiring to tender Shares must specify the price, not in excess of $22.00 nor less than $19.00 per Share, at which they are willing to sell their Shares to the Company. By following the directions of the Letter of Transmittal, shareholders can specify one minimum price for a specified portion of their Shares and a different minimum price for other specified Shares. Shareholders can also specify the order in which their Shares will be purchased in the event that, as a result of the proration provisions or otherwise, some but not all of their tendered Shares are purchased pursuant to the Offer. As promptly as practicable following the Expiration Date, the Company will, in its sole discretion, determine the Purchase Price that it will pay for Shares properly tendered pursuant to the Offer and not withdrawn, taking into account the number of Shares tendered and the prices specified by tendering shareholders. The Company intends to select the lowest Purchase Price, not in excess of $22.00 nor less than $19.00 per Share, that will enable it to purchase 2,000,000 Shares (or such lesser number of Shares as are properly tendered) pursuant to the Offer. Shares properly tendered pursuant to the Offer at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, subject to the terms and conditions of the Offer, including the proration and conditional tender provisions. All Shares tendered and not purchased pursuant to the Offer, including Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tender, will be returned to the tendering shareholders (or to another person specified by a tendering shareholder) at the Company's expense as promptly as practicable following the Expiration Date. Priority of Purchases. Upon the terms and subject to the conditions of the Offer, if more than 2,000,000 Shares have been properly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date, the Company will purchase properly tendered Shares in the following order of priority: (a) first, all Shares tendered and not withdrawn prior to the Expiration Date by any Odd Lot Holder who: (1) tenders all Shares beneficially owned by such Odd Lot Holder of either class of the Shares at a price at or below the Purchase Price, including by electing to accept the Purchase Price determined by the Company (tenders of less than all Shares of a particular class owned by such shareholder will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) second, after purchase of all of the foregoing Shares in item (a) above, all Shares (i) conditionally tendered in accordance with Section 6, for which the condition was satisfied, and (ii) all other Shares tendered properly and unconditionally, in each case at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional Shares) as described below; and (c) third, if necessary, Shares conditionally tendered for which the condition was not satisfied, at or below the Purchase Price and not withdrawn prior to the Expiration Date, selected by random lot in accordance with Section 6. Odd Lots. For purposes of the Offer, the term "Odd Lots" shall mean all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not withdrawn by any person who owns, beneficially or of record, an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares (an "Odd Lot Holder") (and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery). In order to qualify for this preference, an Odd Lot Holder must tender all such Shares of a class in accordance with the procedures described in Section 3. As set forth above, Odd Lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares. This preference is not available to partial tenders. Any shareholder wishing to tender all of such shareholder's Class A Shares or Class B Shares pursuant to this Section should complete the box captioned "Odd Lots" on the Letter of 5 Transmittal and, if applicable, on the Notice of Guaranteed Delivery. See Instruction 8 to the Letter of Transmittal. The Company also reserves the right, but will not be obligated, to purchase all Shares duly tendered by any shareholder who tendered all Class A Shares and/or all Class B Shares owned, beneficially or of record, at or below the Purchase Price and who, as a result of proration, would then own, beneficially or of record, an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares. If the Company exercises this right, it will increase the number of Shares that it is offering to purchase by the number of Shares purchased through the exercise of the right. Proration. If proration of tendered Shares is required, the Company will determine the proration factor as soon as practicable following the Expiration Date. Proration for each shareholder tendering Shares, other than Odd Lot Holders, shall be based on the ratio of the number of Shares tendered by such shareholder to the total number of Shares tendered by all shareholders, other than Odd Lot Holders, at or below the Purchase Price, subject to the conditional tender provisions described in Section 6. Because of the difficulty in determining the number of Shares properly tendered (including Shares tendered by guaranteed delivery procedures, as described in Section 3) and not withdrawn, and because of the odd lot procedure, the Company does not expect that it will be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until approximately seven (7) to ten (10) business days after the Expiration Date. The preliminary results of any proration will be announced by press release as soon as practicable after the Expiration Date. Shareholders may obtain such preliminary information from the Information Agent or the Dealer Manager and may be able to obtain such information from their brokers or financial advisors. As described in Section 14, the number of Shares that the Company will purchase from a shareholder may affect the federal income tax consequences to the shareholder of such purchase and therefore may be relevant to the shareholder's decision whether to tender Shares. The Letter of Transmittal affords each tendering shareholder the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration and the opportunity to make a tender of all of the shareholder's Shares conditioned upon the purchase of all or a specified minimum number of the Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2.PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. The discussion in the Introduction, this Section 2 and Section 10 contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. When used in this Offer to Purchase, the words "anticipate," "believe," "estimate," "intend" and "expect" and similar expressions are intended to identify such forward-looking statements. The forward-looking statements are based on the Company's current views and assumptions and involve risks and uncertainties that include, among other things, consumer demands and fashion trends, brand image, future competition, trademark protection; and foreign economic conditions, including currency rate fluctuations. Some or all of the factors are beyond the Company's control. The Offer provides shareholders who are considering a sale of all or a portion of their Shares with the opportunity to determine the price or prices (not in excess of $22.00 nor less than $19.00 per Share) at which they are willing to sell their Shares and, subject to the terms and conditions of the Offer, to sell those Shares for cash without the usual transaction costs associated with market sales. The Offer also allows shareholders to sell a portion of their Shares while retaining a continuing equity interest in the Company. In addition, the Offer may give shareholders the opportunity to sell Shares at prices greater than market prices prevailing prior to announcement of the Offer. Shareholders who determine not to accept the Offer will realize a proportionate increase in their relative equity interest in the Company and thus in the Company's future earnings and assets, 6 subject to the Company's right to issue additional Shares and other equity securities in the future. To the extent the purchase of Shares in the Offer results in a reduction of the number of shareholders of record, the costs of the Company for services to shareholders may be reduced. Since May, 1994, the Company has repurchased approximately 2,922,600 Class A Shares in open market transactions through June 27, 1997. Consistent with this strategy, on June 27, 1997, the Company's Board of Directors approved the terms of the Offer. The Offer is being made because the Company's Board of Directors determined that the Offer constitutes a prudent use of the Company's financial resources, given the Company's business profile, assets and prospects. As of June 20, 1997, the Company had available approximately $39.9 million in cash and short-term investments. The Company believes that, after anticipated capital expenditures and payment of dividends, this amount will continue to increase. The Company believes that the Offer will provide a capital structure that makes greater use of financial leverage without imposing unreasonable risk on the Company or its shareholders. The Company believes that its profitability and cash flows will be sufficient for anticipated capital expenditures, working capital needs, and payment of dividends. The Company's Board of Directors also believes that the Company's financial condition and outlook and current market conditions, including recent trading prices of the Shares, make this an attractive time to repurchase a portion of the outstanding Shares. In the view of the Company's Board of Directors, the Offer is an attractive use of the Company's financial resources and the use of cash and borrowings to fund the Offer will result in a more efficient capital structure for the Company, as described above. Accordingly, the Offer is consistent with the Company's long term corporate goal of increasing shareholder value. After the Offer is completed, the Company believes that its financial condition, access to capital and outlook for continued favorable cash generation will allow it to continue to reinvest in its core business, including through ongoing product development activities, capital expenditures and global expansion. The amounts required to fund a portion of the Offer and pay related expenses will be provided by available cash and existing credit facilities described in Section 9. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATIONS TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER. The Company may in the future purchase additional Shares on the open market, in private transactions, through tender offers or otherwise. In 1996, the Company's Board of Directors authorized the additional purchase of up to 1 Million Class A Shares on the open market and outside of the Offer. Pursuant to that authorization and after consideration of all purchases to date, the Company has authorization to purchase up to 227,400 Class A Shares. Any additional purchase may be on the same terms or on terms which are more or less favorable to shareholders than the terms of the Offer. However, Rule 13e- 4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. Any possible future purchases by the Company will depend on many factors, including the results of the Offer, the market price of the Shares, the Company's business and financial position and general economic and market conditions. If applicable. Shares the Company acquires pursuant to the Offer will be cancelled and returned to the status of authorized but unissued stock and will be available for the Company to issue without further shareholder action (except as required by applicable law or the rules of Nasdaq or any other securities exchange on which the Shares are listed) for purposes including, without limitation, the acquisition of other businesses, the raising of additional capital for use in the Company's business and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plan or compensation programs for directors. The Company has no current plans for issuance of the Shares repurchased pursuant to the Offer. 7 3.PROCEDURES FOR TENDERING SHARES. Proper Tender of Shares. For Shares to be tendered properly pursuant to the Offer, (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), including any required signature guarantees and any other documents required by the Letter of Transmittal, must be received prior to 12:00 Midnight, Eastern Daylight Savings Time, on the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase or (b) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, SHAREHOLDERS (OTHER THAN CERTAIN ODD LOT HOLDERS) DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $.25) AT WHICH THEIR SHARES ARE BEING TENDERED. Shareholders who desire to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are tendered, provided that the same Shares cannot be tendered (unless properly withdrawn previously in accordance with the terms of the Offer) at more than one price. IN ORDER TO PROPERLY TENDER SHARES (OTHER THAN SHARES TENDERED BY CERTAIN ODD LOT HOLDERS), ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, Odd Lot Holders who tender all such Shares must complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery, in order to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1, except in the case of certain tenders made pursuant to the book-entry procedures described in Section 3. See Instruction 8 of the Letter of Transmittal. To prevent backup federal income tax withholding of 31% of the gross proceeds, and in the case of certain foreign shareholders, to prevent a 30% withholding tax, certain completed forms should accompany the Letter of Transmittal. See Section 14. Signature Guarantees and Method of Delivery. No signature guarantee is required (a) if the Letter of Transmittal is signed by the registered holder of the Shares (which term for purpose of this Section 3 shall include any participant in The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility", and collectively the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the owner of the Shares tendered therewith and such holder has not completed the box entitled "Special Delivery Instructions" on the Letter of Transmittal; or (b) if Shares are tendered for the account of a firm or other entity that is a member in good standing of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agents in the United States (each such entity being hereinafter referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate for Shares is registered in the name of a person other than the person executing a Letter of Transmittal or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, or stock power guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facilities as described below), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. 8 Book-Entry Delivery. The Depositary will establish an account with respect to the Shares for purposes of the Offer at each Book-Entry Transfer Facilities within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the respective Book-Entry Transfer Facilities' system may make book-entry delivery of the Shares by causing such facility to transfer Shares into the Depositary's account in accordance with the respective Book-Entry Transfer Facilities' procedures for transfer. Although delivery of Shares may be effected through a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facilities, either (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the Depositary at its address set forth on the back cover of this Offer to Purchase prior to the Expiration Date or (b) the guaranteed delivery procedure described below must be followed. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's Share certificates cannot be delivered to the Depositary prior to the Expiration Date (or the procedures for book-entry transfer cannot be completed on a timely basis) or if time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives by hand, mail, telegram or facsimile transmission, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form the Company has provided with this Offer to Purchase (specifying the price at which the Shares are being tendered), including (where required) a signature guarantee by an Eligible Institution; and (c) the certificates for all tendered Shares, in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facilities), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any required signature guarantees or other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of receipt by the Depositary of such Notice of Guaranteed Delivery. If any tendered Shares are not purchased or if less than all Shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased Shares will be returned as promptly as practicable after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry transfer at a Book-Entry Transfer Facilities, such Shares will be credited to the appropriate account maintained by the tendering shareholder at the appropriate Book-Entry Transfer Facilities, in each case without expense to such shareholder. Stock Option Plans. The Company is not offering, as part of the Offer, to purchase any of the options (the "Options") outstanding under the Company's 1994 Incentive Stock Option Plan (the "Incentive Stock Plan") and tenders of such Options will not be accepted. Holders of Options who wish to participate in the Offer may either (a) comply with the procedures for Guaranteed Delivery set forth under "Guaranteed Delivery" above without having to exercise their Options until after the results of the Offer are known (provided, however, that an Option holder will not be required to make the requisite tender through an Eligible Institution and may personally execute and deliver a Notice of Guaranteed Delivery, or (b) exercise their Options and purchase Shares and then tender such Shares pursuant to the Offer, provided that, in the case of either (a) or (b), any such exercise of an Option and tender of Shares is in accordance with the terms of the Stock Incentive Plan and the Options. In no event are any Options to be delivered to the Depositary in connection with the tender of Shares hereunder. An exercise of an Option cannot be revoked even if the Shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. All holders of Options who are either executive officers or outside directors of the Company have indicated that they do not intend to tender any Shares pursuant to the Offer. 9 Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to give Notice of Defects. All questions as to the number of Shares to be accepted, the price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Company, in its sole discretion, and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of any Shares that it determines are not in appropriate form or the acceptance for payment of or payments for which may be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by the Company. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Tendering Shareholder's Representation and Warranty; Company's Acceptance Constitutes an Agreement. A tender of Shares pursuant to any of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the Offer, as well as the tendering shareholder's representation and warranty to the Company that (a) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated by the Commission under the Exchange Act and (b) the tender of such Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for such person's own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by law (including any extensions thereof), the person so tendering (i) has a net long position equal to or greater than the amount of (a) Shares tendered or (b) other securities convertible into or exchangeable or exercisable for the Shares tendered and will acquire such Shares for tender by conversion, exchange or exercise and (ii) will deliver or cause to be delivered such Shares in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Company upon the terms and conditions of the Offer. 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight, Eastern Daylight Savings Time, on August 25, 1997. For a withdrawal to be effective, a notice of withdrawal must be in written, telegraphic or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the name of the registered holder (if different from that of the person who tendered such Shares), the number and class(es) of Shares tendered and the number and class(es) of Shares to be withdrawn. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry tender set forth in Section 3, the notice of withdrawal also must specify the name and the number of the account at the applicable Book-Entry Transfer Facilities to be credited with the withdrawn Shares and otherwise comply with the procedures of such facility. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person shall be obligated to give notice of any defects or irregularities in any notice of withdrawal nor shall any of them incur liability for failure to give any such notice. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding. 10 Withdrawals may not be rescinded and any Shares withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Shares are properly retendered prior to the Expiration Date by again following one of the procedures described in Section 3. If the Company extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain tendered Shares on behalf of the Company and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. 5.PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the Offer, as promptly as practicable following the Expiration Date, the Company (a) will determine the Purchase Price it will pay for the Shares properly tendered and not withdrawn prior to the Expiration Date, taking into account the number of Shares so tendered and the prices specified by tendering shareholders, and (b) will accept for payment and pay for (and thereby purchase) Shares properly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date. For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased) Shares that are tendered at or below the Purchase Price and not withdrawn (subject to the proration and conditional tender provisions of the Offer) only when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, the Company will accept for payment and pay a single per Share Purchase Price for 2,000,000 Shares (subject to increase or decrease as provided in Section 15) or such lesser number of Shares as are properly tendered at prices not in excess of $22.00 nor less than $19.00 per Share and not withdrawn as permitted in Section 4. The Company will pay for Shares purchased pursuant to the Offer by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Company and transmitting payment to the tendering shareholders. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date. However, the Company does not expect to be able to announce the final results of any proration and commence payment for Shares purchased until approximately seven (7) to ten (10) business trading days after the Expiration Date. Certificates for all Shares tendered and not purchased, including all Shares tendered at prices in excess of the Purchase Price and Shares not purchased due to proration or conditional tender, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with the appropriate Book-Entry Transfer Facilities by the participant therein who so delivered such Shares) to the tendering shareholder at the Company's expense as promptly as practicable after the Expiration Date without expense to the tendering shareholders. Under no circumstances will interest on the Purchase Price be paid by the Company by reason of any delay in making payment. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 7. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 7 of the Letter of Transmittal. 11 ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN AND RETURN TO THE DEPOSITARY THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 14. ALSO SEE SECTION 14 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. SHAREHOLDERS. 6.CONDITIONAL TENDER OF SHARES. Under certain circumstances set forth in Section 1 above, the Company may prorate the number of Shares purchased pursuant to the Offer. As discussed in Section 14, the number of Shares to be purchased from a particular shareholder might affect the tax consequences of such purchase to such shareholder and such shareholder's decision whether to tender. Accordingly, if a shareholder tenders all Shares he or she beneficially owns, the shareholder may tender Shares subject to the condition that a specified minimum number, if any, must be purchased. Any shareholder wishing to make such a conditional tender should so indicate in the box captioned "Conditional Tender" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. It is the tendering shareholder's responsibility to calculate such minimum number of Shares and each shareholder is urged to consult his or her own tax advisor. If the effect of accepting tenders on a pro rata basis is to reduce the number of Shares to be purchased from any shareholder below the minimum number so specified, such tender will automatically be deemed withdrawn, except as provided in the next paragraph, and Shares tendered by such shareholder will be returned as soon as practicable after the Expiration Date. However, if so many conditional tenders would be deemed withdrawn that the total number of Shares to be purchased falls below 2,000,000, then, to the extent feasible, the Company will select enough of such conditional tenders, which would otherwise have been deemed withdrawn, to purchase such desired number of Shares. In selecting among such conditional tenders, the Company will select by random lot and will limit its purchase in each case to the designated minimum number of Shares to be purchased. Conditional tenders will be selected by lot only from shareholders who tender all of their Shares. IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWN. 7.CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment, purchase or pay for any Shares tendered and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if at any time on or after June 27, 1997, and prior to the time of payment for any such Shares (whether any Shares have previously been accepted for payment pursuant to the Offer) any of the following events shall have occurred (or shall have been determined by the Company to have occurred) and, in the Company's judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by the Company), the occurrence of such event or events makes it inadvisable to proceed with the Offer or with such acceptance for payment or payment: (a) there shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly (i) challenges the making of the Offer, the acquisition of some of all of the Shares pursuant to the Offer or otherwise relates in any manner to the Offer; or (ii) in the Company's sole judgment, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the contemplated benefits of the Offer to the Company; 12 (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any court or any authority, agency or tribunal that, in the Company's sole judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer; (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares; (iii) materially impair the contemplated benefits of the Offer to the Company; or (iv) materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries. (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States; (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event that, in the Company's sole judgment, might affect the extension of credit by banks or other lending institutions in the United States; (v) any significant decrease in the market price of the Shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the sole judgment of the Company, have a material adverse effect on the Company's business, operations or prospects or the trading in the Shares; (vi) any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on the Company's business, operations or prospects or that, in the sole judgment of the Company, makes it inadvisable to proceed with the Offer; (vii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (viii) any decline in either the Dow Jones Industrial Average or the Standard and Poor's Index of 500 Companies by an amount in excess of 10% measured from the close of business on June 26, 1997; (d) a tender or exchange offer with respect to some or all of the Shares (other than the Offer), or a merger or acquisition proposal for the Company, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or the Company shall have learned that (i) any person, entity or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares, or any new group shall have been formed that beneficially owns more than 5% of the outstanding Shares (other than any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the Commission before June 27, 1997); (ii) any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the Commission before June 27, 1997, shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding Shares; or (iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of their respective assets or securities; or (e) any change or changes shall have occurred in the business, financial condition, assets, income, operations, prospects or stock ownership of the Company or its subsidiaries that, in the Company's sole judgment, is or may be material to the Company or its subsidiaries. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition and may be waived by the Company, in whole or in part, at any time and from time to time in its sole 13 discretion. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding on all parties. 8.PRICE RANGE OF SHARES; DIVIDENDS. The Class A Shares are listed and traded on the Nasdaq National Market. Until June 27, 1997, the Class B Shares were listed and traded on the Nasdaq National Market. The Class B Shares are no longer listed or traded on any exchange. See "Introduction" for history of listing of the Class B Shares. The following table sets forth, for the quarters indicated, the high and low closing per Class A Share and Class B Share sales prices on the Nasdaq National Market as compiled from Nasdaq and the cash dividends declared per Share in each such quarter:
CLASS A HIGH LOW DIVIDENDS - ------- ---- ---- --------- 1995: 1st................................................. $15 $13 1/2 $.07 2nd................................................. 16 3/4 14 .07 3rd................................................. 18 15 1/2 .07 4th................................................. 17 1/2 11 1/2 .07 1996: 1st................................................. $17 1/2 $14 1/8 $.07 2nd................................................. 18 1/4 14 1/8 .07 3rd................................................. 18 1/4 15 1/2 .07 4th................................................. 17 14 .07 1997: 1st................................................. $17 1/2 $13 1/2 $.07 2nd (through June 27, 1997)......................... 19 3/4 15 1/2 .07 CLASS B HIGH LOW DIVIDENDS - ------- ---- ---- --------- 1995: 1st................................................. $15 $13 1/2 $.06 2nd................................................. 16 1/2 14 1/4 .06 3rd................................................. 18 16 1/4 .06 4th................................................. 18 3/4 17 1/4 .06 1996: 1st................................................. $19 1/2 $18 1/2 $.06 2nd................................................. 19 3/8 18 3/4 .06 3rd................................................. 19 1/4 18 3/4 .06 4th................................................. 19 18 7/8 .06 1997: 1st................................................. $19 1/2 $19 1/8 $.06 2nd (through June 27, 1997)......................... 20 1/8 19 1/8 .06
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE CLASS A SHARES. 14 9.SOURCE AND AMOUNT OF FUNDS. Assuming the Company purchases 2,000,000 Shares pursuant to the Offer at a purchase price of $22.00 per Share, the Company expects the maximum aggregate cost to purchase Shares and to pay related fees and expenses to be approximately $44.5 million. The Company expects to fund the purchase of Shares pursuant to the Offer and the payment of related fees and expenses from available cash and existing credit facilities described below. At June 20, 1997 the Company had available cash and marketable securities of $39.9 million. As of the Expiration Date, the Company anticipates available cash will be reduced by several million dollars due to seasonal working capital needs. The Company therefore may finance part of the aggregate purchase price of the Offer from existing credit facilities. The Company has a credit agreement with participating banks. This arrangement provides a $60 million revolving credit facility and a $40 million revocable demand line of credit for cash borrowings, issuance of commercial paper and letters of credit, with interest at Libor plus 5/8% or Prime. The agreement expires in June, 1999. The Company believes that these credit facilities, along with cash generated from operations, will be sufficient to finance the Offer, the Company's seasonal working capital needs as well as its capital expenditures, remaining special charges, and business development needs. The preceding summary of the credit facilities is qualified in its entirety by reference to the text of the credit facilities or amendment, which is filed as an exhibit to the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") of which this Offer to Purchase forms a part. A copy of the Schedule 13E-4 may be obtained from the Commission in the manner provided in Section 10 under the heading "--Additional Information." 10.CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company was founded in 1895 and was incorporated in the state of Delaware in 1929. The Company designs, manufactures, sources and markets apparel for the children's wear, youth wear, and men's wear markets. The Company also offers a children's footwear collection. While its heritage is in the men's work wear market, the Company is currently best known for its line of high quality children's wear. The children's wear and youth wear business represented approximately 93% of consolidated Company revenues for 1996. The success of the children's wear business can be attributed to the Company's core themes: quality, durability, style, trust and Americana. These themes have propelled the Company to the position of market leader in the branded children's wear industry. The Company strategically extends the product line and also leverages the economic value of the OshKosh B'Gosh name via both domestic and international licensing agreements. In addition to the Company's wholesale business, the Company also operates a chain of 114 domestic OshKosh B'Gosh branded stores, including 108 factory outlet stores which sell first quality and irregular OshKosh B'Gosh merchandise throughout the United States and six showcase/mall stores. In 1994, the Company opened an OshKosh B'Gosh showcase store in New York City to feature a full line of OshKosh product in a signature environment designed to reinforce brand awareness among consumers. During 1996 the Company opened four first quality retail stores in regional mall locations and opened an additional first quality retail store in the spring of 1997. The Company is expanding its retail product line in its OshKosh B'Gosh branded stores by offering youth wear sizes for girls and boys under the trade names Genuine Girls (girls sizes 7-16) and Genuine Blues (boys sizes 8-16). Recently the Company completed a comprehensive strategic planning initiative. As part of this initiative and combined with management's commitment to more efficient utilization of working capital, the Company has taken steps to improve product marketability, streamline operations, reduce its capital base and cost structure and improve delivery performance. These actions include limiting distribution of its children's wear products by narrowing the distribution channels in which the Company's products are sold, the discontinuance of under-performing business units and the closing of certain domestic manufacturing facilities based on an on-going review of the Company's manufacturing capacity and alternative sourcing opportunities. 15 In 1985, OshKosh B'Gosh International Sales, Inc. was created for the sale of OshKosh B'Gosh products to foreign distributors. Over the next few years, the Company expanded internationally through the creation of additional subsidiaries in France, Hong Kong, Germany and the United Kingdom. In 1996, the Company decided to close the Hong Kong subsidiary, and wind-down its unprofitable European operations. The Company's European business was transferred to a licensee as of January 1, 1997. Ownership of retail showcase stores in London and Paris will be transferred to the Company's European licensee. As an integrated manufacturer and marketer, the Company is responsible for the design, manufacture and sourcing of its apparel. Through its manufacturing facilities and third-party contractors, the Company utilizes quality materials and skilled workmanship from around the world to produce apparel and footwear in accordance with Company specifications and production schedules. The Company has been expanding its utilization of off-shore sourcing as a cost-effective means of producing its products and to this end, leased a production facility in Honduras in 1990 through its wholly-own subsidiary Manufacturera International Apparel S.A. During 1996, as a part of the Company's ongoing review of its internal manufacturing capacity, operational effectiveness, and alternative sourcing opportunities, the Company decided to close additional domestic manufacturing facilities. The Company licenses the OshKosh B'Gosh name for a wide variety of children's products including sleepwear, outerwear, apparel accessories, eyewear, educational toys, and bedding products. The Company also receives royalties from international licensees for the use of the OshKosh B'Gosh name on children's and mean's wear products. Prior to 1995, the Company had licensed its name for use on footwear. In 1995, the Company began sourcing and distributing footwear directly, both domestically and internationally. All footwear operations are now carried on in-house, with the assumption of the sales and domestic distribution functions, which were previously handled by a third-party agent. CERTAIN FINANCIAL INFORMATION SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION The following summary historical financial information as of and for the years ended December 31, 1996 and 1995 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Company's 1996 Annual Report"). The following summary historical financial information as of and for the three months ended March 31, 1997 and 1996 was derived from the unaudited consolidated condensed financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1997 (the "Company's 1997 First Quarter Report"), each of which is hereby incorporated herein by reference, and other information and data contained in the Company's 1996 Annual Report and the Company's 1997 First Quarter Report. The Company intends to report second quarter results on or about July 22, 1997. More comprehensive financial information is included in such reports, and the financial information that follows is qualified in its entirety by reference to such reports, as such reports may be amended from time to time, and all the financial statements and related notes contained therein, copies of which may be obtained as set forth below under the caption "--Additional Information." The summary historical financial information as of and for the three months ended March 31, 1997 and March 31, 1996, is unaudited and was derived from the accounting records of the Company. In the opinion of management of the Company, the summary historical financial information as of and for the three months ended March 31, 1997 and 1996 include all adjusting entries (consisting only of normal recurring adjustments) necessary to present fairly the information set forth therein. Results for an interim period may not be indicative of the results of operation for any future period. Summary Unaudited Pro Forma Financial Information. The following summary unaudited pro forma financial information sets forth the summary historical financial information of the Company as adjusted to give effect to the purchase of 2,000,000 Shares in the Offer at a Purchase Price of $19.00 per Share and at a Purchase Price of $22.00 per Share, the minimum and maximum possible Purchase Prices in the Offer. Expenses related to the Offer are estimated to be approximately $500,000. The summary consolidated income statement gives 16 effect to the purchase of Shares pursuant to the Offer as if it had occurred January 1, 1996. The summary consolidated balance sheets give effect to the purchase of Shares pursuant to the Offer as if it had occurred as of March 31, 1997. The summary unaudited pro forma financial information does not purport to be indicative of the results that would have been obtained had the purchase of Shares in the Offer been completed at the dates indicated or results that may be obtained in the future. The summary unaudited pro forma financial information should be read in conjunction with the summary historical financial information and accompanying notes.
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31, -------------------------------------- ------------------------------------------ PRO FORMA ACTUAL PRO FORMA ACTUAL ------------------ ------------------ -------------------- -------------------- ASSUMED ASSUMED ASSUMED ASSUMED $19 PER $22 PER $19 PER $22 PER SHARE SHARE SHARE SHARE PURCHASE PURCHASE PURCHASE PURCHASE PRICE, PRICE, PRICE, PRICE, MARCH 31, MARCH 31, MARCH 31, MARCH 31, 1996 1996 1996 1995 1997 1997 1997 1996 -------- -------- -------- -------- --------- --------- --------- --------- (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE INFORMATION) ---------------------------------------------------------------------------------- INCOME STATEMENT INFORMATION: Net sales............... $444,766 $444,766 $444,766 $432,266 $ 97,363 $ 97,363 $ 97,363 $120,876 Income (loss) before income taxes........... (6,274) (6,624) (4,097) 20,188 6,482 6,396 6,966 6,083 Net income (loss)....... (218) (428) 1,119 10,947 3,848 3,797 4,176 3,376 Weighted average number of common shares outstanding............ 10,339 10,339 12,339 12,865 9,777 9,777 11,777 12,456 Earnings (loss) per share.................. $ (.02) $ (.04) $ .09 $ .85 $ .39 $ .39 $ .35 $ .27 Ratio of earnings to fixed charges.......... -- -- -- 3.87x 5.07x 4.81x 5.86x 4.50x BALANCE SHEET INFORMATION (at end of period): Working capital......... $ 68,578 $ 62,578 $107,078 Total assets............ 151,585 146,485 190,085 Total debt.............. -- 900 -- Other long-term liabilities............ 13,656 13,656 13,656 Shareholders' equity.... 101,060 95,060 139,560 Book value per common share.................. $ 10.43 $ 9.81 $ 11.94
NOTES TO SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION The following assumptions were made in presenting the summary historical and pro forma financial information. (a) The pro forma financial information assumes 2,000,000 Shares are purchased January 1, 1996 at $19 per Share and $22 per Share, as applicable, with the purchase being initially financed with borrowings under the existing Credit Facilities of $36,500 and $42,500, respectively, and available cash at January 1, 1996 of $2,000 (Note: The pro forma borrowings would have been reduced during 1996 and the first quarter of 1997 with available cash generated from operations.) (b) The pro forma balance sheet assumes 2,000,000 Shares are purchased March 31, 1997 at $19 per Share and $22 per Share, financed with borrowings under the existing Credit Facilities of $900 and available cash at March 31, 1997 of $43,600. (c) For purposes of the Ratio of Earnings to Fixed Charges computation, earnings are defined as income (loss) before income taxes and fixed charges. Fixed charges are the sum of interest expense and the interest portion of operating lease expense. Earnings were inadequate to cover fixed charges by approximately $4,097 for 17 the year ended December 31, 1996. Assuming 2,000,000 Shares are purchased at $19 per Share and $22 per Share, earnings would have been inadequate to cover fixed charges by approximately $6,274 and $6,624 for the pro forma years ended December 31, 1996, respectively. (d) Book value per Share is calculated as total shareholders' investment divided by the number of pro forma Shares outstanding at the end of the period. ADDITIONAL INFORMATION The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company's shareholders and filed with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549; at its regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048. Copies of such material may also be obtained by mail, upon payment of the Commission's customary charges, from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site on the World Wide Web at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the Commission. Such reports, proxy statements and other information concerning the Company also can be inspected at the offices of the Nasdaq National Market, 1735 K Street NW, Washington, DC 20006-1500, on which the Class A Shares are listed. 11.INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES. As of June 25, 1997, the Company had issued and outstanding 10,425,571 Class A Shares and 1,260,704 Class B Shares. The 2,000,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 17% of the outstanding Shares. As of January 1, 1997, the Company's directors and executive officers as a group (15 persons) beneficially owned an aggregate of 458,517 Class A Shares and 512,021 Class B Shares, representing approximately 8% of the outstanding Shares. Each of the Company's executive officers and directors has advised the Company that he or she does not intend to tender any Shares pursuant to the Offer. If the Company purchases 2,000,000 Shares pursuant to the Offer, then immediately after the purchase of Shares pursuant to the Offer, the Company's executive officers and directors as a group will beneficially own approximately 10% of the outstanding Shares. Based upon the Company's records and upon information provided to the Company by its directors, executive officers, associates and subsidiaries, neither the Company nor, to the best of the Company's knowledge, any of the directors or executive officers of the Company or any of its subsidiaries nor any associates or subsidiaries of the foregoing, has effected any transactions in the Shares during the 40 business days prior to the date hereof. Except as set forth in this Offer to Purchase, neither the Company nor any person controlling the Company nor, to the Company's knowledge, any of its directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). 18 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of the Company's Class A Shares and Class B Shares by each director owning more than 1% of either Class A Shares or Class B Shares, each person known to own more than 5% of either class of the Company's Shares, and all directors and executive officers as a group. The information is as of January 1, 1997, except as noted in the accompanying footnotes. Although shares of Class B Shares are convertible into Class A Shares on a one-for-one basis, the Class A Shares disclosures do not include shares that would be issuable upon such conversion. Except as indicated in the footnotes such persons have sole voting and investment power of the shares beneficially owned and disclaim beneficial ownership of shares held directly by their spouses.
CLASS A SHARES PERCENTAGE OF PERCENTAGE OF NAME AND ADDRESS BENEFICIALLY CLASS A SHARES CLASS B SHARES CLASS B SHARES OF BENEFICIAL OWNER OWNED OUTSTANDING BENEFICIALLY OWNED OUTSTANDING ------------------- -------------- -------------- ------------------ -------------- Banc One Corporation and subsidiaries, including amounts owned as Trustee of the Earl W. Wyman Trusts, dated February 17, 1960 as amended ("Earl W. Wyman Trusts")(1).............. 1,183,852 11.2% 137,254 10.9% 100 East Broad Street Columbus, OH 43271-0251 Stinson Capital Partners, L.P., et al.(1).......... 934,700 8.9% -- -- 909 Montgomery Street Suite 400 San Francisco, CA 94133 William F. Wyman(1)(2)(3)........... 87,610 0.8% 236,292 18.7% 1373 Waugoo Avenue Oshkosh, WI 54901 Thomas R. Hyde(1)(2)(4).. 125,466 1.2% 108,327 8.6% 109 Chapin Parkway Buffalo, NY 14209 Thomas R. Wyman(1)(2)(5). 297,765 2.8% 146,612 11.6% 2896 Fond du Lac Road Oshkosh, WI 54901 Douglas W. Hyde(1)(2)(6). 131,558 1.2% 151,302 12.0% 3700 Edgewater Lane Oshkosh, WI 54901 Michael D. Wachtel(1)(2)(7)......... 135,606 1.3% 123,558 9.8% 1030 Washington Avenue Oshkosh, WI 54901 Joyce W. Hyde(1)(2)(8)... 91,263 0.9% 67,799 5.4% 1234 Washington Avenue Oshkosh, WI 54901 All Directors and Executive Officers as a group (15 persons)(9).... 458,517 4.3% 512,021 40.6%
(1) The Earl W. Wyman Trust for the benefit of the Wyman family beneficially owns 247,500 Class A Shares and 55,180 Class B Shares or about 2.4% and 4.4%, respectively, of such stock outstanding. Its beneficiaries are Thomas R. Wyman and his children (William F. Wyman and Ann E. Wolf). The Earl W. Wyman Trust 19 for the benefit of the Hyde family beneficially owns 165,000 Class A Shares and 55,180 Class B Shares, or about 1.6% and 4.4%, respectively, of such stock outstanding. Its beneficiaries are Joyce W. Hyde and her children (Douglas W. Hyde, Thomas R. Hyde, and Margaret H. Wachtel). All of the beneficiaries disclaim beneficial ownership of such shares. The Class A Share ownership of Stinson Capital Partners, L.P., et al is based upon information filed pursuant to an Amendment No. 2 to a Schedule 13D, dated February 6, 1997 with information as of January 30, 1997. The Class A Shares and Class B Shares ownership of Banc One Corp. is based upon information as of December 31, 1996 filed on a Schedule 13G, dated February 14, 1997. (2) Thomas R. Wyman and Shirley F. Wyman are the parents of William F. Wyman and Ann E. Wolf. Thomas R. Wyman is also the brother of Joyce W. Hyde. Joyce W. Hyde and Charles F. Hyde are the parents of Douglas W. Hyde, Thomas R. Hyde and Margaret H. Wachtel (who is the wife of Michael D. Wachtel). (3) William F. Wyman owns directly 83,630 Class A Shares and 191,226 Class B Shares, or approximately 0.8% and 15.2%, respectively, of such stock outstanding. He also owns, as sole trustee of three trusts created for the benefit of his children, 880 Class A Shares and 19,560 Class B Shares owned by two trusts of which he is a remainder beneficiary and 3,100 Class A Shares issuable pursuant to the vested portion of employee stock options. (4) Thomas R. Hyde owns directly 57,530 Class A Shares and 92,901 Class B Shares, or approximately 0.6% and 7.4%, respectively, of such stock outstanding. He owns as sole trustee of two trusts created for the benefit of his children 17,200 Class A Shares and 3,280 Class B Shares. He has beneficial ownership of 19,136 Class A Shares and 8,146 Class B Shares held by him as custodian for his minor children, and he shares beneficial ownership of 2,800 Class A Shares held by his spouse. In addition, he shares beneficial ownership of 4,000 Class A Shares and 4,000 Class B Shares owned by a trust of which he is an income beneficiary, his minor son is a remainder beneficiary and his spouse is the sole trustee. In addition, he shares beneficial ownership with his spouse of 24,800 Class A Shares owned by a limited partnership in which he and his spouse are the sole general partners. The amounts shown in the table do not include 20,747 Class A Shares owned by the Joyce W. Hyde Income Trust of 1987 of which he is a remainder beneficiary, as to which he disclaims beneficial ownership. (5) Thomas R. Wyman owns the shares listed either directly or as marital property with his wife, Shirley F. Wyman. The amount shown in the table also includes 1,000 Class A Shares issuable pursuant to a vested stock option. The amount shown in the table does not include 3,372 Class B Shares (less than 1% of the total number outstanding) owned by Shirley F. Wyman, or the shares owned directly by their two adult children, as to which he disclaims beneficial ownership. The table also does not including 20,000 Class A Shares held by a trust under which Thomas R. Wyman and Shirley F. Wyman are income beneficiaries. They disclaim beneficial ownership of those shares. (6) Douglas W. Hyde owns directly 68,325 Class A Shares and 138,657 Class B Shares, or approximately 0.7% and 11.0%, respectively, of the total number of such shares outstanding. He also owns as sole trustee of two trusts created for the benefit of his children 13,500 Class A Shares and 3,280 Class B Shares. In addition, he shares beneficial ownership of 35,283 Class A Shares and 9,365 Class B Shares owned directly by his spouse, held by his spouse as trustee for the benefit of his children and held by him as custodian for his minor children. The amounts shown in the table also includes 14,450 Class A Shares issuable pursuant to the vested portion of employee stock options. The amounts shown in the table do not include 16,635 Class A Shares and 2,445 Class B Shares owned by a trust of which he is the income beneficiary and his minor daughter is the remainder beneficiary, or 20,747 Class A Shares owned by the Joyce W. Hyde Income Trust of 1987 of which he is a remainder beneficiary, as to which he disclaims beneficial ownership. (7) Michael D. Wachtel owns directly 13,710 Class A Shares and 1,710 Class B Shares, or approximately 0.1% of the outstanding shares of each class. He owns an additional 10,118 Class B Shares as sole trustee of two trusts created for the benefit of his children. In addition, he shares beneficial ownership of 96,346 Class A Shares and 108,450 Class B Shares owned directly by his spouse and held by his wife as custodian for their minor children and 13,500 Class A Shares and 3,280 Class B Shares owned by his spouse as sole trustee of 20 two trusts created for the benefit of their children. The amounts shown in the table also include 12,050 Class A Shares issuable pursuant to the vested portion of employee stock options. The amounts shown in the table do not include 12,681 Class A Shares and 29,083 Class B Shares owned by two trusts of which his spouse is the income beneficiary and his minor children are remainder beneficiaries, respectively, or 20,747 Class A Shares owned by the Joyce W. Hyde Income Trust of 1987 of which his wife is a remainder beneficiary, as to which he disclaims beneficial ownership. (8) Joyce W. Hyde and her husband own a total of 129,162 Class A Shares and 124,304 Class B Shares, or about 1.2% and 9.9%, respectively, of the outstanding shares, all as marital property, but she has voting and dispositive power with respect to the amounts shown in the table. The amounts shown in the table do not include the shares owned directly or indirectly by their three adult children, as to which she disclaims beneficial ownership. The table also does not include 62,240 Class A Shares held by the Joyce W. Hyde Income Trust of 1987, under which she is the income beneficiary, but disclaims beneficial ownership. (9) The amounts shown in the table include 74,175 Class A Shares issuable to directors and executive officers pursuant to the vested portions of stock options, but do not include amounts owned by the Earl W. Wyman Trusts described in Note 1, above. The decendents of Earl W. Wyman, their spouses and trusts of which they are beneficiaries (the "Wyman/Hyde Group," including, among others, Thomas R. Hyde, Joyce W. Hyde, Douglas W. Hyde, Michael D. Wachtel, Margaret H. Wachtel, the Earl W. Wyman Trusts, Thomas R. Wyman and William F. Wyman) own a total of 1,823,188 Class A Shares (approximately 17.3% of the outstanding shares) and 1,035,655 Class B Shares (approximately 82.2% of the outstanding shares). Each member of the Wyman/Hyde Group is subject to a cross purchase agreement pursuant to which his or her Class B Shares generally may not be transferred except to a spouse or descendant (or a trust for their benefit) unless the shares first have been offered to the other members of the Wyman/Hyde Group. 12.EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise be traded publicly and may reduce the number of shareholders. Nonetheless, the Company anticipates that there will be a sufficient number of Class A Shares outstanding and publicly traded following consummation of the Offer to ensure a continued trading market for the shares. Based upon published guidelines of the Nasdaq National Market, the Company does not believe that its purchase of Shares pursuant to the Offer will cause the Company's remaining Class A Shares to be delisted from the Nasdaq National Market. The Class A Shares are currently "margin securities' under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such Shares as collateral. The Company believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Class B Shares were delisted prior to the Offer and therefore are no longer "margin securities." 13.CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The Company is not aware of any license or regulatory permit that appears to be material to the Company's business that might be adversely affected by the Company's acquisition of Shares as contemplated herein or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Company as contemplated herein. Should any such approval or other action be required, the Company presently contemplates that such approval or other action will be sought. The Company is unable to predict whether it may determine that it is required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure 21 to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company's obligations under the Offer to accept for payment and pay for Shares is subject to certain conditions. See Section 7. 14.CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a general summary of the material U.S. federal income tax consequences of the exchange of Shares for cash pursuant to the Offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all the tax consequences that may be relevant to a particular shareholder in light of the shareholder's particular circumstances and it is not intended to be applicable in all respects to all categories of shareholders, some of whom--such as insurance companies, tax-exempt persons, financial institutions, regulated investment companies, dealers in securities or currencies, persons that hold Shares as a position in a "straddle" or as part of a "hedge," "conversion transaction" or other integrated investment, persons who received Shares as compensation or persons whose functional currency is other than United States dollars--may be subject to different rules not discussed below. In addition, this summary does not address any state, local or foreign tax considerations that may be relevant to a shareholder's decision to tender Shares pursuant to the Offer. This summary discusses only Shares held as capital assets within the meaning of Section 1221 of the Code. EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISER WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL CONSEQUENCES OF PARTICIPATING IN THE OFFER, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION. Dividend v. Sale Treatment. If an exchange of Shares for cash pursuant to the Offer is treated as a sale because a shareholder meets any of the tests discussed below, the shareholder will recognize gain or loss on the exchange in an amount equal to the difference between the amount of cash received by the shareholder and such shareholder's tax basis in the Shares exchanged. Such gain or loss will be a capital gain or loss and will be long-term capital gain or loss if the Shares were held more than one year. Calculation of gain or loss must be made separately for each block of Shares owned by a shareholder. Under the tax laws, a shareholder may be able to designate which blocks and the order of such blocks of Shares to be tendered pursuant to the Offer. However, under legislation recently proposed by the Treasury Department, gain or loss would be determined based on the average tax basis of all Shares of each class held by the beneficial owner. Such legislation is proposed to be effective 30 days after the date of enactment. If a shareholder's exchange of Shares for cash pursuant to the Offer satisfies none of the tests discussed below, the receipt of cash by the shareholder will be treated as a distribution from the Company and will be taxed to the shareholder as ordinary dividend income provided the Company has sufficient current and accumulated earnings and profits (as the Company believes it does). If the exchange is treated as a dividend, the tax basis of a shareholder's Shares which are exchanged for cash pursuant to the Offer is added to the tax basis of the remaining Shares of common stock of the Company which the shareholder actually or constructively owns and cannot be used to offset such shareholder's dividend income from the transaction. Consequences of Sale Treatment for the Purchase of Shares for Cash Pursuant to the Offer. An exchange of Shares for cash will be treated as a sale of Shares by the exchanging shareholder provided that at least one of the following tests is met: (a) as a result of the exchange the shareholder's equity interest in the Company is completely terminated (a "complete termination"); (b) the receipt of cash in exchange for the shareholder's Shares is "not essentially equivalent to a dividend"; or 22 (c) as a result of the exchange there is a "substantially disproportionate" reduction in the shareholder's equity interest in the Company. In applying the foregoing tests, the constructive ownership rules of Section 318 of the Code apply. Thus a shareholder generally takes into account Shares actually owned by the shareholder as well as Shares actually (and in some cases constructively) owned by others, but which the shareholder is treated as owning by reason of the application of the constructive ownership rules. Pursuant to the constructive ownership rules, a shareholder will be considered to own those Shares owned, directly or indirectly, by certain members of the shareholder's family and certain related entities (such as corporations, partnerships, trusts and estates) in which the shareholder has an interest, as well as Shares which the shareholder has an option to purchase. Under certain circumstances, however, a shareholder may avoid the constructive ownership of Shares owned by family members solely for the purpose of determining whether the "complete termination" of interest test referred to above has been satisfied if (a) the shareholder does not actually own any Shares after the purchase by the Company, and (b) in accordance with Section 302(c)(2) of the Code, the shareholder files an effective waiver with the Internal Revenue Service ("IRS"). If a shareholder desires to file such a waiver, the shareholder should consult his or her own tax advisor. "COMPLETE TERMINATION": A sale of shares pursuant to the Offer will be deemed to result in a "complete termination" of the shareholder's interest in the Company if, immediately after the sale, either: (a) the shareholder owns, actually and constructively, no Shares of the Company's common stock; or (b) the shareholder actually owns no Shares of the Company's common stock and constructively owns only Shares of the Company's common stock as to which the shareholder is eligible to waive, and does effectively waive, such constructive ownership under the procedures described in Section 302(c)(2) of the Code, as discussed above. "NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND": Even if a shareholder's receipt of cash in exchange for Shares pursuant to the Offer fails to meet the "complete termination" test, the shareholder may nevertheless meet the "not essentially equivalent to a dividend" test. Whether a shareholder meets this test will depend on his or her facts and circumstances. In any case, in order to satisfy this test, the shareholder's sale of Shares pursuant to the Offer must result in a "meaningful reduction" in his or her interest in the Company taking into account the constructive ownership rules of Section 318 of the Code referred to above. The IRS has held in a public ruling that, under the particular facts of that ruling, a 3.3% reduction in the percentage stock ownership of a stockholder constituted a "meaningful reduction" when the stockholder owned .0001118% of the publicly-held corporation's stock before a redemption, owned .0001081% of the corporation's stock after the redemption, and did not exercise any control over corporate affairs. In that ruling, the IRS applied the meaningful reduction standard to three important rights attributable to stock ownership: (1) the right to vote and thereby exercise control; (2) the right to participate in current earnings and accumulated surplus; and (3) the right to share in net assets on liquidation. In measuring the change, if any, in a shareholder's proportionate interest in the Company, the meaningful reduction test is applied by taking into account all Shares that the Company purchases pursuant to the Offer, including Shares purchased from other shareholders. If, taking into account the constructive ownership rules of Section 318 of the Code referred to above, a shareholder owns Shares that constitute only a minimal interest in the Company and does not exercise any control over the affairs of the Company, any reduction in the shareholder's percentage interest in all of the three rights described in the preceding sentence should be a "meaningful reduction." Such selling shareholder would, under these circumstances, be entitled to treat his or her sale of Shares to the Company pursuant to the Offer as a "sale or exchange" for U.S. federal income tax purposes. If a shareholder intends to rely on the "not essentially equivalent to a dividend" test to obtain "sale or exchange" treatment for Shares that he or she sells pursuant to the Offer, particularly if he or she owns, actually or constructively, a combination of Class A Shares and Class B Shares, the shareholder is urged to consult his or 23 her own tax advisor, inasmuch as the redeeming corporation in the public ruling described above had only one class of stock outstanding, and the Company has two classes of outstanding voting shares which classes have different voting and dividend rights. "SUBSTANTIALLY DISPROPORTIONATE": Under Section 302(b)(2) of the Code, a sale of Shares pursuant to the Offer, in general, will be "substantially disproportionate" as to a shareholder if immediately after the sale: (a) The ratio of the outstanding voting stock of the Company that the shareholder then actually and constructively owns (treating as not outstanding all voting stock purchased by the Company pursuant to the Offer) is less than 80% of the ratio of the outstanding voting stock of the Company that the shareholder actually and constructively owned immediately before the sale of Shares (treating as outstanding all voting stock purchased by the Company pursuant to the Offer); and (b) the ratio of the fair market value of the outstanding common stock that the shareholder then actually and constructively owns (treating as not outstanding all common stock purchased by the Company pursuant to the Offer) is less than 80% of the ratio of the fair market value of the outstanding common stock that the shareholder actually and constructively owned immediately before the sale of Shares (treating as outstanding all common stock purchased by the Company pursuant to the Offer). Both classes of the Company's outstanding common stock are voting shares. However, because the voting rights of those two classes differ, certain issues exist as to precisely how the "substantially disproportionate" percentage determinations, described above, are to be calculated in these circumstances. For this reason, if a shareholder intends to rely on the "substantially disproportionate" test to obtain "sale or exchange" treatment for Shares that a shareholder sells pursuant to the Offer, the shareholder should consult his or her tax advisor regarding the particulars of how this test will be applied to the shareholder in this instance. Corporate Dividends-received Deduction. If the case of a corporate shareholder, if the cash paid is treated as a dividend, such dividend income may be eligible for the 70% dividends-received deduction. The dividends- received deduction is subject to certain limitations, and may not be available if the corporate shareholder does not satisfy certain holding period requirements set forth in Section 246 of the Code or if the Shares are treated as "debt financed portfolio Stock" within the meaning of Section 246A(c) of the Code. Additionally, if a dividends-received deduction is available, the dividend may be treated as an "extraordinary dividend" under Section 1059(a) of the Code, in which case a corporate shareholder's adjusted tax basis in the Shares retained by such shareholder would be reduced, but not below zero, by the amount of the nontaxed portion of such dividend. Any amount of the nontaxed portion of the dividend in excess of the corporate shareholder's adjusted tax basis generally will be subject to tax upon a sale or other taxable disposition of the Shares. Corporate shareholders are urged to consult their own tax advisors as to the effect of Section 1059 of the Code on the adjusted tax basis of their Shares. Legislation recently proposed by the Treasury Department would, if enacted, alter these rules in certain respects. Over-subscription of the Offer. The Company cannot predict whether or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer will cause the Company to accept fewer Shares than are tendered. Consequently, the Company can give no assurance that a sufficient number of any shareholder's Shares will be purchased pursuant to the Offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for federal income tax purposes pursuant to the rules discussed above. However, see Section 6 regarding a shareholder's right to tender Shares subject to the condition that a specified minimum number of such Shares must be purchased (if any are purchased). Consequences to Shareholders Who Do Not Tender Pursuant to the Offer. Shareholders who do not accept the Company's Offer to tender their Shares will not incur any tax liability as a result of the consummation of the Offer. 24 Backup Federal Income Tax Withholding. Payments in connection with the Offer may be subject to "backup withholding" at a 31% rate. Backup withholding generally applies if the shareholder (a) fails to furnish such shareholder's social security number or other taxpayer identification number ("TIN"), (b) furnishes an incorrect TIN, (c) fails to properly report to the IRS interest or dividends or (d) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is such shareholder's current number and that such shareholder is not subject to backup withholding. To prevent backup withholding each shareholder should complete the substitute IRS Form W-9 included in the Letter of Transmittal. Certain persons generally are exempt from backup withholding, including corporations, financial institutions and certain non-U.S. shareholders. In order to qualify for an exemption from backup withholding, a non-U.S. shareholder must submit a properly executed IRS Form W-8 to the Depositary. Withholding for non-U.S. Shareholders. Although a non-U.S. shareholder may be exempt from U.S. federal backup withholding, certain payments to the non-U.S. shareholders are subject to U.S. withholding tax at a rate of 30%. The Depositary will withhold the 30% tax from gross payments made to non-U.S. shareholders pursuant to the Offer unless the Depositary determines that a non- U.S. shareholder is either exempt from the withholding or entitled to a reduced withholding rate under an income tax treaty. For purposes of this discussion, a "non-U.S. shareholder" means a shareholder who is not (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized under the laws of the United States or of any State or political subdivision of the foregoing, (c) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) a "United States Trust." A United States Trust is (a) for taxable years beginning after December 31, 1996, or if the trustee of a trust elects to apply the following definition to an earlier taxable year, any trust if, and only if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more U.S. trustees have the authority to control all substantial decisions of the trust, and (b) for all other taxable years, any trust the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source. A non- U.S. shareholder will not be subject to the withholding tax if the payment from the Company is effectively connected with the conduct of a trade or business in the United States by such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by such non-U.S. shareholder) and the non-U.S. shareholder has furnished the Depositary with a properly executed IRS Form 4224 prior to the time of payment. A non-U.S. shareholder who is eligible for a reduced rate of withholding pursuant to a U.S. income tax treaty must certify such to the Depositary by providing to the Depositary a properly executed IRS Form 1001 prior to the time payment is made. A non-U.S. shareholder may be eligible to obtain from the IRS a refund of tax withheld if such non-U.S. shareholder is able to establish that no tax (or a reduced amount of tax) is due. ALL SHAREHOLDERS OF SHARES OF THE COMPANY ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF EXCHANGING SHARES FOR CASH PURSUANT TO THE OFFER IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. 15.EXTENSION OF OFFER; TERMINATION; AMENDMENT. The Company expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by the Company to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of and payment for any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any Shares not previously accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement thereof. The Company's reservation of the right to delay payment for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the 25 Exchange Act, which requires that the Company must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by the Company to have occurred, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Offer). Amendments to the Offer may be made at any time and from time to time effected by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern Time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designated to inform shareholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones New Service. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (a) the Company increases or decreases the price to be paid for Shares, the number of Shares being sought in the Offer or the Dealer Manager's soliciting fees and, in the event of an increase in the number of Shares being sought, such increase exceeds 2% of the outstanding Shares, and (b) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from and including the date that such notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15, the Offer will be extended until the expiration of such period of ten business days. 16.FEES AND EXPENSES. The Company has retained Robert W. Baird & Co. Incorporated to act as the Dealer Manager in connection with the Offer. The Dealer Manager will receive a fee for its service of $.09 per share for each Share purchased in this Offer. The Company also has agreed to reimburse the Dealer Manager for certain out-of- pocket expenses incurred in connection with the Offer and to indemnify the Dealer Manager against certain liabilities in connection with the Offer, including liabilities under the federal securities laws. The Company has retained Georgeson & Company Inc. to act as Information Agent and Harris Trust and Savings Bank to act as Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by the Company for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. No fees or commissions will be payable to brokers, dealers or other persons (other than fees to the Dealer Manager, the Information Agent and the Depositary as described above) for soliciting tenders of Shares pursuant to the Offer. The Company, however, upon request, will reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by such persons in forwarding the Offer and related materials to the beneficial owners of Shares held by any such person as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Company, the Dealer Manager, the Information Agent or the Depositary for purposes of the Offer. The Company will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Shares except as otherwise provided in Instruction 7 in the Letter of Transmittal. 26 17.MISCELLANEOUS. The Company is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer is being made on the Company's behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act, the Company has filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4 which contains additional information with respect to the Offer. Such Schedule 13E-4, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning the Company. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGER IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DEALER MANAGER. OSHKOSH B'GOSH, INC. June 30, 1997 27 Facsimile copies of the Letter of Transmittal will be accepted from Eligible Institutions. The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each shareholder or his or her broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. The Depositary for the Offer is: HARRIS TRUST AND SAVINGS BANK By Mail: Facsimile Transmission: By Hand: Harris Trust and Savings Bank (for Eligible Institutions Only) Harris Trust and Savings (212) 701-7636 Bank c/o Harris Trust Company (212) 701-7637 c/o Harris Trust Company of New York Confirm by Telephone: of New York Wall Street Station (212) 701-7624 Receive Window P.O. Box 1010 77 Water Street, 5th New York, New York 10268- Floor 1010 New York, New York 11005 Any questions or requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at the telephone numbers and locations listed below. Shareholders may also contact their local broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. The Information Agent for the Offer is: LOGO Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 The Dealer Manager for the Offer is: ROBERT W. BAIRD & CO. INCORPORATED 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Toll-Free: 1-888-224-7336 June 30, 1997 28 EX-99.(A)(2) 3 FORM OF LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF OSHKOSH B'GOSH, INC. PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 30, 1997 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON TUESDAY, JULY 29, 1997 UNLESS THE OFFER IS EXTENDED. TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY: By Mail: Facsimile By Hand and Messenger: Transmission: Harris Trust and Savings (for Eligible Harris Trust and Bank Institutions Only) Savings Bank c/o Harris Trust Company c/o Harris Trust of New York (212) 701-7636 Company of Wall Street Station (212) 701-7637 New York P.O. Box 1010 Confirm by Telephone: Receive Window New York, New York 10268- (212) 701-7624 77 Water Street, 5th 1010 Floor New York, New York 11005 Delivery of this instrument and all other documents to any address or transmission of instructions to a facsimile number other than as set forth above does not constitute a valid delivery. PLEASE READ THE ENTIRE LETTER OR TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW. DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE USE PRE-ADDRESSED LABEL OR FILL IN EXACTLY AS NAME(S) TENDERED CERTIFICATES APPEAR(S) ON CERTIFICATE(S)) (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY) - ------------------------------------------------------------------ ------------------------------------------------ NUMBER OF CLASS CERTIFICATE NUMBER SHARES (A OR B) NUMBER(S)* OF SHARES TENDERED** ---------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- TOTAL SHARES TENDERED - -----------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by Class and certificate number) in which Shares are to be purchased in event of proration. (Attach additional list if necessary.)***See Instruction 10. 1st:2nd:3rd:4th:5th: - -------------------------------------------------------------------------------- * DOES NOT need to be completed if Shares are tendered by book-entry transfer. ** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4. *** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. - -------------------------------------------------------------------------------- [_]Check here if any of the certificates representing Shares that you own have been lost, destroyed or stolen. See Instruction 16. Number of Shares represented by lost, destroyed or stolen certificates: _ This Letter of Transmittal is to be used only if (a) certificates for Shares (as defined below) are being forwarded herewith (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depository) or (b) a tender of Shares is being made concurrently by book-entry transfer to the account maintained by Harris Trust and Savings Bank (the "Depositary") at The Depository Trust Company or Philadelphia Depository Trust Company (the "Book-Entry Transfer Facilities") pursuant to Section 3 of the Offer to Purchase. See Instruction 2. THIS LETTER OF TRANSMITTAL MAY NOT BE USED FOR SHARES ATTRIBUTABLE TO ACCOUNTS UNDER THE OSHKOSH B'GOSH, INC. 1994 INCENTIVE STOCK PLAN. SEE SECTION 3, "PROCEDURES FOR TENDERING SHARES-STOCK OPTION PLANS" IN THE OFFER TO PURCHASE. -2- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY Shareholders who cannot deliver the certificates for their Shares to the Depositary prior to the Expiration Date (as defined in the Offer to Purchase (as defined below)) or who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver a Letter of Transmittal and all other required documents to the Depositary prior to the Expiration Date must, in each case, tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to any of the Book-Entry Transfer Facilities does not constitute delivery to the Depositary. [_CHECK]HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution ____________________________________________ Account Number ___________________________________________________________ Transaction Code Number __________________________________________________ [_CHECK]HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): __________________________________________ Date of Execution of Notice of Guaranteed Delivery: _____________________ Name of Institution that Guaranteed Delivery: ___________________________ Check Box and Give Account Number if Delivered by Book-Entry Transfer [_] The Depository Trust Company [_] Philadelphia Depository Trust Company Account Number ___________________________________________________________ CONDITIONAL TENDER (SEE INSTRUCTION 9) [_]Check here if tendering all of the shareholder's Shares and if tender of Shares is conditional on the Company purchasing all or a minimum number of the tendered Shares and complete the following: Minimum number of Shares to be sold: --------------------------------------------- -3- ODD LOTS (SEE INSTRUCTION 8) To be completed ONLY if the Shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 Class A Shares or fewer than 100 Class B Shares. The undersigned either (check one box): [_] is the beneficial or record owner of an aggregate of fewer than 100 Class A Shares and/or Class B Shares, all which Shares of that class are being tendered; or [_] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares and is tendering all of such Shares of that class. In addition, the undersigned is tendering such Shares either (check one box): [_] at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [_] at the price per Share indicated below under "Price (in Dollars) per Share at which Shares are being tendered." ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY TO HARRIS TRUST AND SAVINGS BANK The undersigned hereby tenders to OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), the above described shares of the Company's Class A Common Stock, $.01 par value per share (the "Class A Shares") or its Class B Common Stock, $.01 par value per share (the "Class B Shares") (collectively, the "Shares"), at a price per Share indicated in this Letter of Transmittal (unless this Letter of Transmittal is for an Odd Lot Holder who has elected to accept the Purchase Price determined by the Company), net to the seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated June 30, 1997 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to and effective upon acceptance for payment of the Shares tendered hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby and orders the registration of all such Shares if tendered by book-entry transfer and hereby irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Depositary also acts as the agent of the Company) with respect to such Shares with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (a) deliver certificate(s) for such Shares or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facilities, together in either such case with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company upon receipt by the Depositary, as the undersigned's agent, of the aggregate Purchase Price (as defined below) with respect to such Shares; (b) present certificates for such Shares for cancellation and transfer on the Company's books; and -4- (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants to the Company that: (a) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that: (i) the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and (ii) such tender of Shares complies with Rule 14e-4 under the 1934 Act; (b) when and to the extent the Company accepts such Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (d) the undersigned has read and agrees to all of the terms of the Offer. All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The name(s) and address(es) of the registered holder(s) should be printed above, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The class and certificate numbers, the number of Shares represented by such certificates and the number of Shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above. Any order (by class and certificate number) in which the tendered Shares must be purchased should also be indicated above. The price at which such Shares are being tendered should be indicated in the box below (unless this Letter of Transmittal is for an Odd Lot Holder who has elected to accept the Purchase Price determined by the Company). The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not in excess of $22.00 nor less than $19.00 per Share) net to the seller in cash (the "Purchase Price") that it will pay for Shares (without regard to whether they are Class A Shares or Class B Shares) properly tendered and not withdrawn prior to the Expiration Date pursuant to the Offer, taking into account the number of Shares so tendered and the prices (in multiples of $.25) specified by tendering shareholders. The undersigned understands that the Company will select the lowest Purchase Price that will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $22.00 nor less than $19.00 per Share) pursuant to the Offer. The undersigned understands that all Shares properly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including its proration and conditional tender provisions, and that the Company will return all other Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn prior to the Expiration Date and Shares not purchased because of proration or conditional tender. -5- The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered hereby. In any such event, the undersigned understands that certificate(s) for any Shares delivered herewith but not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or "Special Delivery Instructions" boxes below. The undersigned recognizes that the Company has no obligation, pursuant to the Special Payment Instructions, to transfer any certificate for Shares from the name of its registered holder, or to order the registration or transfer of Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book- entry transfer. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the aggregate Purchase Price for such of the Shares tendered hereby as are purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or "Special Delivery Instructions" boxes below. -6- NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5) - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED.) - -------------------------------------------------------------------------------- [_] $19.00 [_] $20.00 [_] $21.00 [_] $22.00 [_] $19.25 [_] $20.25 [_] $21.25 [_] $19.50 [_] $20.50 [_] $21.50 [_] $19.75 [_] $20.75 [_] $21.75
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6, 7 AND 11) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the aggregate Purchase Price of Shares purchased are to be issued in the name of and sent to someone other than the undersigned. Issue: [_] Check to: [_] Certificates to: Name(s) ----------------------------- (Please Print) Address ----------------------------- (Zip Code) ----------------------------------- (Taxpayer Identification or Social Security Number) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6, 7 AND 11) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the Purchase Price of Shares purchased, issued in the name of the undersigned, are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above. Mail: [_] Check to: [_] Certificates to: Name(s) ----------------------------- (Please Print) Address ----------------------------- (Zip Code) -7- PLEASE SIGN HERE (PLEASE ALSO COMPLETE AND RETURN THE ENCLOSED FORM W-9) (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- SIGNATURES OF OWNER(S) Dated: ------------------------- , 1997 Name(s) _____________________________________________________________________ (PLEASE PRINT) Capacity (full title): ______________________________________________________ Address: ____________________________________________________________________ Area Code(s) and Telephone Number(s): _______________________________________ GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Name of Firm: _______________________________________________________________ Authorized Signature: _______________________________________________________ Name: _______________________________________________________________________ (PLEASE PRINT) Title: ______________________________________________________________________ Address: ____________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone Number: _____________________________________________ Dated: ------------------------- , 1997 -8- INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a firm which is a bank, broker, dealer, credit union, savings association, or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program (each, an "Eligible Institution"). No signature guarantee is required on this Letter of Transmittal (i) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) of Shares tendered herewith, unless such holder(s) has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" included herein, or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instructions 6 and 11. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only if certificates for Shares are delivered with it to the Depositary (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for Shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered Shares or confirmation of a book-entry transfer into the Depositary's account at a Book- Entry Transfer Facilities of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile of it, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the Expiration Dare (as defined in the Offer to Purchase). DELIVERY OF DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Shareholders whose certificates are not immediately available or who cannot deliver certificates for their Shares and all other required documents to the Depositary before the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, must, in any case, tender their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of it) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, certificates for all physically tendered Shares or book- entry confirmations, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile of it) and all other documents required by this Letter of Transmittal, must be received by the Depositary within three (3) Nasdaq trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution in the form set forth in such Notice. For Shares to be tendered validly pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. The Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender. -9- 3. Inadequate Space. If the space provided in the box captioned "Description of Shares Tendered" is inadequate, the certificate numbers, the class or classes, and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares that are to be tendered in the column entitled "Number of Shares Tendered," in the box captioned "Description of Shares Tendered." In such case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares (including any Shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the "Special Payment Instructions" or "Special Delivery Instructions" box on this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all Shares represented by the certificates(s) listed and delivered to the Depositary will be deemed to have been tendered. 5. Indication of Price at Which Shares are being Tendered. Except if this Letter of Transmittal is for an Odd Lot Holder who has elected to accept the Purchase Price determined by the Company and has checked the appropriate box, for Shares to be properly tendered, the shareholder MUST check the box indicating the price per Share at which he or she is tendering Shares under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this Letter of Transmittal. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of his or her Share holdings at different prices must complete a separate Letter of Transmittal (and, if applicable, a separate Notice of Guaranteed Delivery) for each price at which he or she wishes to tender each such portion of his or her Shares. The same Shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Signatures on Letter of Transmittal, Stock Powers and Endorsements. (a) If this Letter if Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. (b) If any tendered Shares are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal. (c) When this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Shares or separate stock power(s) are required unless payment is to the made or the certificate(s) for the Shares not tendered or not purchased are to be issued to a person other than the registered holder(s). If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) OR STOCK POWER(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. See Instruction 1. (d) If this Letter of Transmittal or any certificate(s) or stock powers(s) are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority to so act. 7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay or cause to be paid any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however: (a) payment of the aggregate Purchase Price for Shares tendered hereby and accepted for purchase is to be made to any other person than the registered holder(s); -10- (b) Shares not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) tendered certificates are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal; then the Depositary will deduct from such aggregate Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person, unless satisfactory evidence of the payment of such taxes or any exemption from them is submitted. 8. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all Shares tendered at or below the Purchase Price before the Expiration Date and not withdrawn, the Shares purchased first will consist of all Shares tendered by any shareholder who owned of record or owned beneficially an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares, and who tenders all of his or her Class A Shares or Class B Shares, as applicable, at or below the Purchase Price (an "Odd Lot Holder"). This preference will not be available unless the box captioned "Odd Lots" is completed. 9. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased ("Conditional Tenders"). If the Company is to purchase less than all Shares tendered before the Expiration Date and not withdrawn, the Depositary will perform a preliminary proration, and any Shares tendered at or below the Purchase Price pursuant to a Conditional Tender for which the condition was not satisfied by the preliminary proration shall be deemed withdrawn, subject to reinstatement if such conditional tendered Shares are subsequently selected by random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase. CONDITIONAL TENDERS WILL BE SELECTED BY A LOT ONLY FROM SHAREHOLDERS WHO TENDER ALL OF THEIR SHARES. All tendered Shares shall be deemed unconditionally tendered unless the "Conditional Tender" box is completed. The Conditional Tender alternative is made available so that a shareholder may assure that the purchase of Shares from the shareholder pursuant to the Offer will be treated as a sale of such Shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Odd Lot Shares, which will not be subject to proration, cannot be conditionally tendered. It is the tendering shareholder's responsibility to calculate the minimum number of Shares that must be purchased from the shareholder in order for the shareholder to qualify for sale (rather than dividend) treatment, and each shareholder is urged to consult his or her own tax advisor. IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND THEREBY WILL BE DEEMED WITHDRAWN. 10. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the Federal income tax treatment of the Purchase Price for the Shares purchased. If you do not designate an order, in the event that fewer than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Sections 1 and 14 of the Offer to Purchase. 11. Special Payment and Delivery Instructions. If certificate(s) for Shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Letter of Transmittal or to the signer at a different address, the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 12. Irregularities. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, which determinations shall be final and binding on all -11- parties. The Company reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice. 13. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to, or additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent or the Dealer Manager at their addresses and telephone numbers set forth at the end of this Letter of Transmittal or from your broker, dealer, commercial bank or trust company. 14. 31% Backup Withholding. Under Federal income tax law, a shareholder who receives a payment pursuant to the Offer is required to provide the Depositary (as payer) with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the shareholder is an individual, the TIN is his or her social security number. If the Depositary is not provided with the correct TIN, payments that are made to such shareholder or other payee with respect to the Offer may be subject to 31% backup withholding. Certain shareholders (including, among others, corporations and certain foreign individuals) may not be subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld, provided that the required information is given to the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the submitting shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such shareholder if a TIN is provided to the Depositary within 60 days. The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 15. Withholding for Non-U.S. Shareholders. Although a non-U.S. share- holder may be exempt from U.S. Federal backup withholding, certain payments to non- U.S. share- holders are subject to U.S. withholding tax at a rate of 30%. The Depositary will withhold the 30% from gross payments made to non-U.S. shareholders pursuant to the Offer unless the Depositary determines that a non- U.S. shareholder is either exempt from the -12- withholding or entitled to a reduced withholding rate under an income tax treaty. For purposes of this discussion, a "non-U.S. shareholder" means a shareholder who is not (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in the United States or under the law of the United States or of any State or political subdivision of the foregoing, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a "United States Trust." A United States Trust is (a) for taxable years beginning after December 31, 1996, or if the Trustee of a trust elects to apply the following definition to an earlier taxable year, any trust if, and only if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more U.S. trustees have the authority to control all substantial decisions of the trust and (b) for all other taxable years, any trust the income of which is includible in gross income for United States Federal income tax purposes regardless of its source. A non-U.S. shareholder will not be subject to the withholding tax if the payment from the Company is effectively connected with the conduct of a trade or business in the United States by such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by such non-U.S. shareholder) and the non-U.S. shareholder has furnished the Depositary with a properly executed IRS Form 4224 prior to the time of payment. A non-U.S. shareholder who is eligible for a reduced rate of withholding pursuant to a U.S. income tax treaty must certify such to the Depositary by providing to the Depositary a properly executed IRS Form 1001 prior to the time payment is made. A non-U.S. shareholder may be eligible to obtain from the IRS a refund of tax withheld if such non-U.S. shareholder is able to establish that no tax (or a reduced amount of tax) is due. 16. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box provided in the box titled "Description of Shares Tendered" and indicating the number of Shares represented by the certificate so lost, destroyed or stolen. The shareholder will then be instructed by the Depositary as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. Please allow at least ten to fourteen business days to complete such procedures. -13- HARRIS TRUST AND SAVINGS BANK - -------------------------------------------------------------------------------- PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ----------------------- SUBSTITUTE Social security number FORM W-9 OR ----------------------- Employer identification number - -------------------------------------------------------------------------------- DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE PART 2--CERTIFICATION--Under penalties of perjury, I certify that: (1)The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2)I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. - -------------------------------------------------------------------------------- CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) PART 3 Signature: ______________ Date: ____________ Awaiting TIN [_] NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld; but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. ------------------------------------- ---------------------------------- Signature Date -14- The Information Agent for the Offer is: LOGO Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 The Dealer Manager for the Offer is: ROBERT W. BAIRD & CO. INCORPORATED 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Toll-Free: 1-888-224-7326 IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with certificates for the Shares being tendered and all other required documents), or a Notice of Guaranteed Delivery, must be received prior to 12:00 Midnight, Eastern Daylight Savings Time, on the Expiration Date. SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR LETTER OF TRANSMITTAL. -15- EX-99.(A)(3) 4 FORM OF NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK OF OSHKOSH B'GOSH, INC. PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 30, 1997 This form or a facsimile hereof must be used to accept the Offer (as defined below) if: (a) certificates for shares of Class A Common Stock, $.01 par value per share (the "Class A Shares") and/or of Class B Common Stock, $.01 par value per share (the "Class B Shares") (collectively, the "Shares"), of OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), cannot be delivered to the Depositary prior to the Expiration Date (as defined in Section 1 of the Company's Offer to Purchase dated June 30, 1997 (the "Offer to Purchase")); or (b) the procedure for book-entry transfer (set forth in Section 3 of the Offer to Purchase) cannot be completed on a timely basis; or (c) the Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary prior to the Expiration Date. This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. TO: HARRIS TRUST AND SAVINGS BANK By Mail: Facsimile Transmission: (for Eligible Institutions Only) Harris Trust and Savings Bank c/o Harris Trust Company of New York Wall Street Station P.O. Box 1010 New York, New York 10268-1010 (212) 701-7636 (212) 701-7637 Confirm by Telephone: (212) 701-7624 By Hand: Harris Trust and Savings Bank c/o Harris Trust Company of New York Receive Window 77 Water Street, 5th Floor New York, New York 11005 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to the Company at the price per Share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"), receipt of both of which is hereby acknowledged, Shares (consisting of Class A Shares and Class B Shares) pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. CONDITIONAL TENDER (SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL) [_]Check here and complete the following if the shareholder is tendering all of his or her Shares and if tender of Shares is conditional on the Company purchasing all or a minimum number of the tendered Shares: Minimum number of Shares to be sold: ______________________________ Shares ODD LOTS To be completed ONLY if the Shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares. The undersigned either (check one box): [_]is the beneficial or record owner of an aggregate of fewer than 100 Class A Shares, all of which are being tendered and/or fewer than 100 Class B Shares, all of which are being tendered; or [_]is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares of Class A Shares and/or fewer than 100 Class B Shares and is tendering all of such Shares of such class. In addition, the undersigned is tendering Shares either (check one box): [_]at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [_]at the price per Share indicated below under "Price (in Dollars) per Share at which Shares are Being Tendered." ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED -2- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - ------------------------------------------------------------------------------- CHECK ONLY ONE BOX IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE AT WHICH SHARES ARE TENDERED.) - ------------------------------------------------------------------------------- [_] $19.00 [_] $20.00 [_] $21.00 [_] $22.00 [_] $19.25 [_] $20.25 [_] $21.25 [_] $19.50 [_] $20.50 [_] $21.50 [_] $19.75 [_] $20.75 [_] $21.75
(Please type or print) Certificate Nos. (if available): ------------------------------------------------------ ------------------------------------------------------ Name(s) ------------------------------------------------------ Address(es) ------------------------------------------------------ ------------------------------------------------------ Area Code(s) and Telephone Number(s) SIGN HERE ------------------------------------------------------ Signature(s) ------------------------------------------------------ Dated: If Shares will be tendered by book-entry transfer, check the box and fill in the applicable account number, below: [_] The Depository Trust Company [_] Philadelphia Depository Trust Company Account Number: _____________________________________ -3- GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned is a firm or other entity that is a bank, broker, dealer, credit union, savings association, or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program and represents that: (a) the above-named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (b) such tender of Shares complies with such Rule 14e-4, and guarantees that the Depositary will receive (i) certificates of the Shares tendered hereby in proper form for transfer, or (ii) confirmation that the Shares tendered hereby have been delivered pursuant to the procedure for book- entry transfer (set forth in Section 3 of the Offer to Purchase) into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal, all within three Nasdaq trading days after the date the Depositary receives this Notice of Guaranteed Delivery. Authorized Signature: _________________________________________________ Name: _________________________________________________________________ (Please Print) ------------------------------------------------------------------------ ------------------------------------------------------------------------ Title: ________________________________________________________________ Name of Firm: _________________________________________________________ Address: ______________________________________________________________ ------------------------------------------------------------------------ ------------------------------------------------------------------------ (Including Zip Code) Area Code and Telephone Number: _______________________________________ Date: __________________________________________________________ , 1997 DO NOT SEND CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. -4- EX-99.(A)(4) 5 FORM OF LETTER TO BROKERS, DEALERS, ETC. Robert W. Baird & Company Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 OSHKOSH B'GOSH, INC. OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT IN EXCESS OF $22.00 NOR LESS THAN $19.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON JULY 29, 1997, UNLESS THE OFFER IS EXTENDED. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), has appointed us to act as Dealer Manager in connection with its offer to purchase for cash 2,000,000 shares (or such lesser number of shares as are properly tendered) of its Class A Common Stock, par value $.01 per share (the "Class A Shares") and its Class B Common Stock, $.01 par value per share (the "Class B Shares") (collectively, the "Shares"), at a price not in excess of $22.00 nor less than $19.00 per Share in cash, as specified by its shareholders tendering their Shares, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated June 30, 1997, and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine the single per Share price, not in excess of $22.00 nor less than $19.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 2,000,000 Shares of either class (or such lesser number of Shares as are properly tendered). All Shares acquired in the Offer will be acquired at the Purchase Price. All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tender will be returned. The Company reserves the right, in its sole discretion, to purchase more than 2,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the Offer to Purchase. If, prior to the Expiration Date (as defined in the Offer to Purchase), more than 2,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered and not withdrawn, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase (i) first from Odd Lot Holders (as defined in the Offer to Purchase) of either Class A Shares or Class B Shares who properly tender all applicable Shares beneficially owned by such Odd Lot Holder at or below the Purchase Price, (ii) second, after purchase of all of the foregoing shares, all Shares conditionally tendered, for which the condition was satisfied, and all other Shares tendered unconditionally at prices at or below the Purchase Price, on a pro-rata basis and (iii) third, if necessary, Shares conditionally tendered, for which the condition was not satisfied, at prices at or below the Purchase Price, selected by random lot. If any shareholder tenders all of his or her Shares and wishes to avoid proration or to limit the extent to which only a portion of such Shares may be purchased because of the proration provisions, such shareholder may tender Shares subject to the condition that a specified minimum number of Shares (which may be represented by designated stock certificates) or none of such Shares be purchased. The Company also reserves the right, but will not be obligated, to purchase all Shares duly tendered by any shareholder who tendered all Shares owned, beneficially or of record, at or below the Purchase Price and who, as a result of proration, would then own, beneficially or of record, an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares. If the Company exercises this right, it will increase the number of Shares that it is offering to purchase by the number of Shares purchased through the exercise of the right. See Sections 1, 3 and 6 of the Offer to Purchase. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated June 30, 1997; 2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter, dated June 30, 1997, from Douglas W. Hyde, Chairman and Chief Executive Officer of the Company, to shareholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with accompanying Form W-9); and 5. Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary by the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON JULY 29, 1997, UNLESS THE OFFER IS EXTENDED. No fees or commissions will be payable to brokers, dealers or any person for soliciting tenders of Shares pursuant to the Offer other than fees paid to the Dealer Manager, the Information Agent or the Depositary as described in the Offer to Purchase. The Company will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3, "Procedures for Tendering Shares," of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer if such tenders are made by or through a broker or dealer which is a firm or other entity that is a member in good standing of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States. Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the "Book-Entry Transfer Facilities" described in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be received by the Depositary within three (3) Nasdaq trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. 2 Any inquiries you may have with respect to the Offer should be addressed to Robert W. Baird & Co. Incorporated or to the Information Agent at their respective addresses and telephone numbers set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the undersigned, telephone: 888-224-7326 (toll free) or from the Information Agent, Georgeson & Company Inc., telephone: (212) 440-9800 or (800) 223-2064 (toll free). Very truly yours, Robert W. Baird & Co. Incorporated Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.(A)(5) 6 FORM OF LETTER TO CLIENTS OSHKOSH B'GOSH, INC. Offer To Purchase For Cash Up To 2,000,000 Shares Of Its Common Stock At A Purchase Price Not In Excess of $22.00 Nor Less Than $19.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON JULY 29, 1997, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated June 30, 1997, and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), to purchase 2,000,000 shares (or such lesser numbered shares as are properly tendered) of its Class A Common Stock, par value $.01 per share ("Class A Shares") or Class B Common Stock, par value $.01 per share ("Class B Shares") (collectively, the "Shares"), at a price not in excess of $22.00 nor less than $19.00 per Share, specified by tendering shareholders, upon the terms and subject to the conditions set forth in the Offer. The Company will determine the single per Share price, not in excess of $22.00 nor less than $19.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are properly tendered). All Shares acquired in the Offer will be acquired at the Purchase Price (without regard to whether they are Class A Shares or Class B Shares). All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tender will be returned. The Company reserves the right, in its sole discretion, to purchase more than 2,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the Offer to Purchase. If, prior to the Expiration Date (as defined in the Offer to Purchase), more than 2,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered and not withdrawn, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase (i) first from Odd Lot Holders (as defined in the Offer to Purchase) who properly tender all applicable Shares of a class beneficially owned by such Odd Lot Holder at or below the Purchase Price, (ii) second, after purchase of all of the foregoing shares, all Shares conditionally tendered, for which the condition was satisfied, and all other Shares tendered unconditionally, in each case at prices at or below the Purchase Price, on a pro-rata basis and (iii) third, if necessary, Shares conditionally tendered, for which the condition was not satisfied, at prices at or below the Purchase Price, selected by random lot. If any shareholder tenders all of his or her Shares and wishes to avoid proration or to limit the extent to which only a portion of such Shares may be purchased because of the proration provisions, such shareholder may tender Shares subject to the condition that a specified minimum number of Shares (which may be represented by designated stock certificates) or none of such Shares be purchased. See Sections 1, 3 and 6 of the Offer to Purchase. We are the owner of record of Shares held for your account. As such, we are the only ones who can tender such Shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender Shares of either class at prices not in excess of $22.00 nor less than $19.00 per Share as indicated in the attached Instruction Form, net to you in cash. 2. If you tender all of your Shares, you may condition your tender of Shares on the Company purchasing all or a minimum number of your Shares but if you do so, unconditional tenders and tenders with a lower minimum condition may have priority over your shares and it may increase the possibility that the random lot selection procedures (as discussed in the Offer to Purchase) will apply to your Shares, and so it may reduce the likelihood that at least some of your Shares will be purchased. 3. You may designate the order in which your Shares shall be purchased in the event of proration. 4. The Offer is not conditioned upon any minimum number of Shares being tendered. 5. The Offer, proration period and withdrawal rights will expire at 12:00 Midnight, Eastern Daylight Savings Time, on July 29, 1997, unless the Company extends the Offer. 6. The Offer is for 2,000,000 Shares, constituting approximately 17% of the Shares outstanding as of June 25, 1997. 7. Tendering shareholders will not be obligated to pay brokerage fees or commissions to the Dealer Manager, the Depositary or the Information Agent or, except as set forth in Instruction 7 to the Letter of Transmittal, transfer taxes on the sale of Shares pursuant to the Offer. A tendering shareholder who holds securities with such shareholder's broker may be required by such broker to pay a service charge or other fee. 8. If you beneficially hold an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares, and you instruct us to tender on your behalf all such Shares of either class at or below the Purchase Price before the Expiration Date (as defined in the Offer to Purchase) and check the box captioned "Odd Lots" in the attached Instruction Form, the Company, upon the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the Purchase Price. 9. If you wish to tender portions of your Shares of either class at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit a separate Letter of Transmittal on your behalf for each price you will accept. 10. The listing of the Class B Shares on the Nasdaq National Market was terminated on June 27, 1997 and such Class B Shares no longer qualify as a "margin security." The Class B Shares continue to be convertible into Class A Shares at the holder's election on a share for share basis. The Class A Shares are expected to continue to be listed on the Nasdaq National Market. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON JULY 29, 1997, UNLESS THE COMPANY EXTENDS THE OFFER. As described in Section 1 of the Offer to Purchase, if more than 2,000,000 Shares have been properly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date (as defined in the Offer to Purchase), the Company will purchase properly tendered Shares on the basis set forth below: (a) first, all Shares properly tendered and not withdrawn prior to the Expiration Date by any Odd Lot Holder (as defined in the Offer to Purchase) who: -2- (1) tenders all Class A Shares and/or all Class B Shares, as applicable, beneficially owned by such Odd Lot Holder at a price at or below the Purchase Price, including by electing to accept the Purchase Price determined by the Company (tenders of less than all Shares owned by such shareholder will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and if applicable on the Notice of Guaranteed Delivery; and (b) second, after purchase of all of the foregoing Shares listed above, all Shares conditionally tendered in accordance with Section 6 of the Offer to Purchase, for which the condition was satisfied, and all other Shares tendered properly and unconditionally, in each case at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional Shares) as described in Section 1 of the Offer to Purchase; and (c) third, if necessary, Shares conditionally tendered, for which the condition was not satisfied, at or below the Purchase Price and not withdrawn prior to the Expiration Date, selected by random lot in accordance with Section 6 of the Offer to Purchase. If you tender all of the Shares you own (whether beneficially or of record), you may condition your tender on the Company purchasing a minimum number of your tendered Shares. In such case, if as a result of the preliminary proration provisions in the Offer to Purchase the Company would purchase less than such minimum number of your Shares, then the Company will not purchase any of your Shares, except as provided in the next sentence. In such case, if as a result of conditionally tendered Shares not being purchased the total number of Shares that would be purchased falls below 2,000,000, the Company will select, by random lot, Shares for purchase from shareholders who conditionally tendered Shares for which the condition, based on a preliminary proration, has not been satisfied. See Sections 1 and 6 of the Offer to Purchase. The Offer is being made to all holders of Shares. The Company is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in such state. In those jurisdictions whose securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. -3- INSTRUCTION FORM INSTRUCTIONS FOR TENDER OF SHARES OF OSHKOSH B'GOSH, INC. Please tender to OshKosh B'Gosh, Inc. (the "Company"), on (our) (my) behalf, the number of Shares indicated below, which are beneficially owned by (us) (me) and registered in your name, upon the terms and subject to the conditions contained in the Offer to Purchase of the Company dated June 30, 1997, and the related Letter of Transmittal, the receipt of both of which is acknowledged. NUMBER OF SHARES TO BE TENDERED PURSUANT TO THIS INSTRUCTION FORM: CLASS A SHARES CLASS B SHARES - ------------------------------------------------------------------------------- CONDITIONAL TENDER [_]Check here and complete the following if you are tendering all of your Shares and if tender of such Shares is conditional on the Company purchasing all or a minimum number of the tendered Shares: Minimum number of Shares to be sold: ________________________________________ ODD LOTS (SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL) [_]By checking this box the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than 100 Class A Shares and/or fewer than 100 Class B Shares and is tendering all of such Shares of either class. In addition, the undersigned is tendering such Shares either (check one box): [_]at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [_]at the price per Share indicated below under "Price (in Dollars) per Share at which Shares are Being Tendered." ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED -4- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX IF MORE THAN ONE BOX IS CHECKED OR IS NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED.) - -------------------------------------------------------------------------------- [_] $19.00 [_] $20.00 [_] $21.00 [_] $22.00 [_] $19.25 [_] $20.25 [_] $21.25 [_] $19.50 [_] $20.50 [_] $21.50 [_] $19.75 [_] $20.75 [_] $21.75
- -------------------------------------------------------------------------------- Indicate in this box the order (by Class and/or certificate number) in which Shares are to be purchased in event of proration. (Attach additional list if necessary.)* See Instructions. 1st:2nd:3rd:4th:5th: - -------------------------------------------------------------------------------- * If you do not designate an order, in the event fewer than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOT 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 WHICH PRICE OR PRICES SHARES SHOULD BE TENDERED. Signature(s): _____________________ Address: __________________________ ----------------------------------- ----------------------------------- Name(s): __________________________ (Including Zip Code) ----------------------------------- Area Code and Telephone Number: ___ (Please Print) ----------------------------------- ----------------------------------- Date: ______________________ , 1997 (Taxpayer Identification or Social Security Number) -5- EX-99.(A)(6) 7 TEXT OF PRESS RELEASE [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. EX-99.(A)(7) 8 FORM OF SUMMARY ADVERTISEMENT [TOMBSTONE ADVERTISEMENT IN WALL STREET JOURNAL] - ------------------------------------------------------------------------------- This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Shares (as defined below). The Offer is made solely by the Offer to Purchase, dated June 30, 1997, and the related Letter of Transmittal, and is not being made to, nor will tenders be accepted from or on behalf of, holders of the Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction the securities laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed made on behalf of the Company by the Dealer Manager or one or more brokers or dealers licensed under the laws of such jurisdiction. OFFER TO PURCHASE FOR CASH by OshKosh B'Gosh, Inc. Up to 2,000,000 Shares of Common Stock at a Purchase Price of Not Greater Than $22.00 nor Less Than $19.00 per Share OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), is offering to purchase for cash up to 2,000,000 shares of its Class A Common Stock, par value $.01 per share (the "Class A Shares") and/or its Class B Common Stock, par value $.01 per share (the "Class B Shares") (collectively, the "Shares"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 30, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). The Company is inviting its shareholders to tender their Shares at prices specified by such shareholders, not greater than $22.00 nor less than $19.00 per Share, upon the terms and subject to the conditions set forth in the Offer. Based upon the number of Shares tendered and the prices specified by tendering shareholders, the Company will select a single purchase price per Share (the "Purchase Price") which will be not greater than $22.00 nor less than $19.00 per Share that the Company will pay for Shares properly tendered and not withdrawn pursuant to the Offer, without regard to whether tendered shares are Class A Shares or Class B Shares. The Company will select the lowest Purchase Price which will enable it to purchase all 2,000,000 Shares, or such lesser number of Shares as are properly tendered at prices not greater than $22.00 nor less than $19.00 per Share, pursuant to the Offer. All Shares tendered at or below the Purchase Price will be purchased at the Purchase Price, subject to the terms and conditions of the Offer, including the proration and "odd lot" provisions described therein. The Purchase Price will be paid in cash, net to the seller, with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned. Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. If the number of shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date (as defined below) (the "Eligible Shares") exceeds the number of Shares to be purchased pursuant to the Offer, then the Company will select the Shares to be purchased from the Eligible Shares on a pro rata basis after purchase of all Shares from Odd Lot Holders (as defined below), subject to the provisions for conditional lenders described below. The Offer will expire at 12:00 Midnight, Eastern Daylight Savings Time, on Tuesday, July 29, 1997 (as may be extended in accordance with the terms of the Offer, the "Expiration Date"), unless the Company exercises its right, in its sole discretion, to extend the Offer at any time or from time to time by oral or written notice to the Depositary (as defined in the Offer to Purchase). The Company expressly reserves the right, in its sole discretion, to purchase up to an additional 2% of the outstanding Shares pursuant to the Offer without the need to extend the Offer. Upon the terms and subject to the conditions of the Offer, in the event that prior to the Expiration Date a greater number of Shares is properly tendered, and not withdrawn, at prices at or below the Purchase Price than will be accepted by the Company for purchase pursuant to the Offer, the Company will accept the Shares to be purchased in the following order of priority: (i) all Shares properly tendered at or below the Purchase Price and not withdrawn before the Expiration Date by any shareholder who holds fewer than 100 Class A Shares and/or fewer than 100 Class B Shares ("Odd Lot Holder") and tenders all of such Shares and does not withdraw any such Shares, (ii) all Shares (a) conditionally tendered, for which the condition was satisfied, and (b) all other Shares unconditionally tendered, in each case at or below the Purchase Price and not withdrawn before the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional Shares), and (iii) if necessary, Shares conditionally tendered, for which the condition was not satisfied, at prices at or below the Purchase Price, selected by random lot. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that Shares tendered may be withdrawn at any time after 40 business days from the commencement of the Offer unless theretofore accepted for payment by the Company as provided in the Offer to Purchase. To be effective, a written, telegraphic, telex, or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary at one of its addresses set forth in the Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn and the number and class of Shares to be withdrawn and the name of the registered holders of the Shares if different from the person who tendered the Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering shareholder) and the class and serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facilities (as defined in the Offer to Purchase) to be credited with the withdrawn Shares. The Company is making the Offer (i) because its Board of Directors believes that the purchase of Shares pursuant to the Offer constitutes a prudent use of its financial resources, given its business profile, assets, and prospects and (ii) to afford those shareholders who desire liquidity an opportunity to sell all or a portion of their Shares without the usual transaction costs associated with open market sales. This opportunity to sell Shares without paying any brokerage fee may be particularly valuable to smaller shareholders, for whom such fees may be relatively high. Odd Lot Holders who tender into the Offer will realize additional transactional savings by avoiding any applicable "odd lot" discount payable on a sale of Shares. If a shareholder is considering the sale of all or a portion of his or her Shares, the Offer also gives him or her the opportunity to determine the minimum price at which he or she is willing to sell his or her Shares. The Offer may also give the shareholder the opportunity to sell Shares at prices greater than the market price of the Shares prevailing before the Company announced the Offer. Shareholders who do not tender Shares or whose Shares are not purchased in the Offer will have a proportionate increase in their ownership interest in the Company. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that are available to be publicly traded on the National Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), and is likely to reduce the number of shareholders. Nonetheless, the Company anticipates that there will be enough shareholders and sufficient publicly available Class A Shares following the Offer to provide a reasonably liquid trading market for them. As of June 27, 1997, the Class B Shares are no longer listed with Nasdaq. The Company can make no assurances that sufficient publicly traded Shares will be available following the Offer to provide a reasonably liquid trading market. Neither the Company nor its Board of Directors makes any recommendation to shareholders as to whether or not to tender Shares. A shareholder must make his or her own decision whether to tender Shares and, if so, how many Shares to tender and at what price or prices. The Company has been informed by such persons that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference. Copies of the Offer to Purchase and Letter of Transmittal are being mailed commencing today to all holders of the Shares, as reflected on the records of the Transfer Agent as of June 30, 1997. The Offer is explained in detail in those materials. Shareholders are urged to carefully read those materials before making any decision with respect to the Offer. Additional copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent at the address and telephone number set forth below and will be furnished promptly at the Company's expense. Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Shareholders may also contact their broker, dealer, commercial bank, or trust company for assistance concerning the Offer. - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON TUESDAY, JULY 29, 1997, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- The Information Agent For The Offer Is: [GEORGESON & COMPANY INC. LOGO] ------------------------------- Wall Street Plaza New York, New York 10005 Banks and Bankers call collect (212) 440-9800 Call Toll-Free 1-800 223-2064 The Dealer Manager For The Offer Is: ROBERT W. BAIRD & CO. INCORPORATED 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Call Toll-Free 1-888-224-7326 July 1, 1997 The Offer will expire at 12:00 Midnight, Eastern Daylight Savings Time, on Tuesday, July 29, 1997 (as may be extended in accordance with the terms of the Offer, the "Expiration Date"), unless the Company exercises its right, in its sole discretion, to extend the Offer at any time or from time to time by oral or written notice to the Depositary (as defined in the Offer to Purchase). The Company expressly reserves the right, in its sole discretion, to purchase up to an additional 2% of the outstanding Shares pursuant to the Offer without the need to extend the Offer. Upon the terms and subject to the conditions of the Offer, in the event that prior to the Expiration Date a greater number of Shares is properly tendered, and not withdrawn, at prices at or below the Purchase Price than will be accepted by the Company for purchase pursuant to the Offer, the Company will accept the Shares to be purchased in the following order of priority: (i) all Shares properly tendered at or below the Purchase Price and not withdrawn before the Expiration Date by any shareholder who holds fewer than 100 Class A Shares and/or fewer than 100 Class B Shares ("Odd Lot Holder") and tenders all of such Shares and does not withdraw any such Shares, (ii) all Shares (a) conditionally tendered, for which the condition was satisfied, and (b) all other Shares unconditionally tendered, in each case at or below the Purchase Price and not withdrawn before the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional Shares), and (iii) if necessary, Shares conditionally tendered, for which the condition was not satisfied, at prices at or below the Purchase Price, by random lot. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that Shares tendered may be withdrawn at any time after 40 business days from the commencement of the Offer unless theretofore accepted for payment by the Company as provided in the Offer to Purchase. To be effective, a written, telegraphic, telex, or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary at one of its addresses set forth in the Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn and the number and class of Shares to be withdrawn and the name of the registered holders of the Shares if different from the person who tendered the Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering shareholder) and the class and serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facilities (as defined in the Offer to Purchase) to be credited with the withdrawn Shares. The Company is making the Offer (i) because its Board of Directors believes that the purchase of Shares pursuant to the Offer constitutes a prudent use of its financial resources, given its business profile, assets, and prospects and (ii) to afford those shareholders who desire liquidity an opportunity to sell all or a portion of their Shares without the usual transaction costs associated with open market sales. This opportunity to sell Shares without paying any brokerage fee may be particularly valuable to smaller shareholders, for whom such fees may be relatively high. Odd Lot Holders who tender into the Offer will realize additional transactional savings by avoiding any applicable "odd lot" discount payable on a sale of Shares. If a shareholder is considering the sale of all or a portion of his or her Shares, the Offer also gives him or her the opportunity to determine the minimum price at which he or she is willing to sell his or her Shares. The Offer may also give the shareholder the opportunity to sell Shares at prices greater than the market price of the Shares prevailing before the Company announced the Offer. Shareholders who do not tender Shares or whose Shares are not purchased in the Offer will have a proportionate increase in their ownership interest in the Company. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that are available to be publicly traded on the National Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), and is likely to reduce the number of shareholders. Nonetheless, the Company anticipates that there will be enough shareholders and sufficient publicly available Class A Shares following the Offer to provide a reasonably liquid trading market for them. As of June 27, 1997, the Class B Shares are not listed with Nasdaq. The Company can make no assurances that sufficient publicly traded Shares will be available following the Offer to provide a reasonably liquid trading market. Neither the Company nor its Board of Directors makes any recommendation to shareholders as to whether or not to tender Shares. A shareholder must make his or her own decision whether to tender Shares and, if so, how many Shares to tender and at what price or prices. The Company has been informed by such persons that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference. Copies of the Offer to Purchase and Letter of Transmittal are being mailed commencing today to all holders of the Shares, as reflected on the records of the Transfer Agent as of June 30, 1997. The Offer is explained in detail in those materials. Shareholders are urged to carefully read those materials before making any decision with respect to the Offer. Additional copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent at the address and telephone number set forth below and will be furnished promptly at the Company's expense. -3- Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Shareholders may also contact their broker, dealer, commercial bank, or trust company for assistance concerning the Offer. - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT SAVINGS TIME, ON TUESDAY, JULY 29, 1997, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- The Information Agent For The Offer Is: [GEORGESON & COMPANY INC. LOGO] New York, New York (800) 223-2064 (212) 440-9800 The Dealer Manager For The Offer Is: ROBERT W. BAIRD & CO. INCORPORATED 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 888-224-7326 (toll free throughout U.S.) July 1, 1997 -4- EX-99.(A)(8) 9 FORM OF LETTER TO SHAREHOLDERS LOGO - ------------------------------------------------------------------------------- To Our Shareholders: OshKosh B'Gosh, Inc. ("OshKosh") is offering (the "Offer") to purchase up to 2,000,000 shares of its Class A Common Stock ("Class A Shares") and/or of its Class B Common Stock ("Class B Shares") (collectively, the "Shares"), or approximately 17% of the currently outstanding Shares, from existing shareholders. The price will not be in excess of $22.00 nor less than $19.00 per Share. OshKosh is conducting the tender offer through a procedure known as a "Dutch Auction." This allows you to select the price or prices within the specified range at which you are willing to sell your Shares to OshKosh. On June 27, 1997, the last trading day prior to the announcement of the Offer, the price per share for the last trade for the Class A Shares on the Nasdaq National Market was $19.75. Until June 27, 1997, the Class B Shares were traded on Nasdaq National Market and the price per share for the last trade as of June 27, 1997 (prior to delisting) was 19.125. Any shareholder whose Shares are purchased in the Offer will receive the total purchase price in cash and will not incur the usual transaction costs associated with open market sales. The Offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. We encourage you to read these materials carefully before making any decision with respect to the Offer. If you desire to tender your Shares, the instructions on how to tender Shares are also explained in detail in the accompanying materials. Neither OshKosh nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering 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. OshKosh has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. Please note that the Offer will expire at 12:00 Midnight, Eastern Daylight Savings Time, on Tuesday, July 29, 1997, unless it is extended. Questions with respect to the Offer should be referred to Georgeson & Company Inc., the Information Agent, at (212) 440-9800 or (800) 223-2064 (toll free throughout the U.S.). Sincerely yours, Douglas W. Hyde Chairman and Chief Executive Officer LOGO EX-99.(A)(9) 10 SUBSTITUTE W-9 GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. - -------------------------------------------------------------------------------
GIVE THE FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY NUMBER OF-- - ----------------------------------------------------------------------------- 1.Individual The individual 2.Two or more The actual owner of individuals (joint the account or, if account) combined funds, the first individual on the account(1) 3.Custodian account The minor(2) of a minor (Uniform Gift to Minors Act) 4.a The usual The grantor- revocable trustee(1) savings trust account (grantor is also trustee) b So-called trust The actual owner(1) account that is not a legal or valid trust under State law 5.Sole The owner(3) proprietorship - -----------------------------------------------------------------------------
- -------------------------------------------------------------------------------
GIVE THE EMPLOYER FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF-- - ------------------------------------------------------------------------------ 6. Sole proprietorship The owner(3) 7. A valid trust, estate, or pension trust The legal entity(4) 8. Corporate The corporation 9. Association, club, religious, charitable, The organization educational, or other tax-exempt organization 10. Partnership The partnership 11. A broker or registered nominee The broker or nominee 12. Account with the Department of Agriculture in the The public entity name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding include the following: . An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), an individual retirement account or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2). . The United States or any agency or instrumentality thereof. . A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof. . A foreign government or any political subdivision, agency or instrumentality thereof. . An international organization or any agency or instrumentality thereof. Other payees that may be exempt from backup withholding include: . A corporation. . A financial institution. . A dealer in securities or commodities registered in the U.S., the District of Columbia or a possession of the U.S. . A futures commission merchant registered with the Commodity Futures Trading Commission. . A real estate investment trust. . A common trust fund operated by a bank under section 584(a). . An entity registered at all times during the tax year under the Investment Company Act of 1940. . A foreign central bank of issue. . A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List. . A trust exempt from tax under section 664 as described in section 4947. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner. . Payments of patronage dividends where the amount received is not paid in money. . Payments made by certain foreign organizations. . Section 404(k) payments made by an ESOP. Payments of interest not generally subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. . Payments of tax-exempt interest (including exempt-interest dividends under section 852). . Payments described in section 6049(b)(5) to nonresident aliens. . Payments on tax-free covenant bonds under section 1451. . Payments made by certain foreign organizations. . Mortgage interest paid to you. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDEN- TIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. PRIVACY ACT NOTICE.--Section 6109 of the Code requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(G)(3) 11 THE COMPANY'S CURRENT REPORT ON FORM 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. -----END PRIVACY-ENHANCED MESSAGE-----