-----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, BshWiC6RAh9SkitiI9EMs8lnJ2kGYz2k+kb4E3TxUOtET8REHfLmr1ekAk+Ny0H9 7cKh9CBEmn12zxCUrhtZxQ== 0000950131-97-004834.txt : 19970808 0000950131-97-004834.hdr.sgml : 19970808 ACCESSION NUMBER: 0000950131-97-004834 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970807 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33438 FILM NUMBER: 97653321 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/A BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 SC 13E4/A 1 AMENDMENT #2 TO SCHEDULE 13E-4 As Filed With The Securities and Exchange Commission On August 7, 1997 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 2 TO 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) This final Amendment via Amendment No. 2 amends and supplements the issuer tender offer statement on Schedule 13E-4, dated June 30, 1997 and as amended via Amendment No. 1 on July 23, 1997, filed by OshKosh B'Gosh, Inc., a Delaware corporation (the "Company"), relating to the offer by the Company to purchase up to 1,775,000 shares (or such lesser number of shares as was properly tendered) of its Class A Common Stock, par value $.01 per share ("Class A Shares") and up to 225,000 shares (or such lesser number of shares as was properly tendered) of Class B Common Stock, par value $.01 per share ("Class B Shares") (such shares are hereinafter collectively referred to as the "Shares"), 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, and as previously supplemented and the Offer commenced on June 30, 1997 and expired at midnight New York time on August 6, 1997, and a total of 1,656,791 Class A Shares and 41,524 Class B Shares have been accepted at a purchase price of $22.00 per Share, whether Class A Shares or Class B Shares. As of June 25, 1997, the Company had 10,425,571 Class A Shares and 1,260,704 Class B Shares outstanding. Following the purchase of the Shares properly tendered in the Offer, the Company has approximately 8,768,780 Class A Shares and 1,219,180 Class B Shares outstanding. On August 7, 1997, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(12) hereto and is incorporated by reference. ITEM 1. SECURITY AND ISSUER. (a) The issuer of the securities to which this Amendment No. 2 to Schedule 13E-4 relates is the Company and the address of its principal executive office is 112 Otter Avenue, Oshkosh, Wisconsin, 54901. (b) This Amendment No. 2 to Schedule 13E-4 relates to the offer by the Company to purchase up to 1,775,000 Class A Shares and up to 225,000 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 and the letter dated July 23, 1997 (the "Supplemental Letter"), which together constitute the "Offer," copies of which are attached as Exhibits (a)(1), (a)(2) and (a)(10), 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 as modified by the Supplemental Letter is incorporated herein by reference. (c) The information set forth in "Introduction" and the "The Offer--Section 1, Number of Shares; Proration" as modified by the Supplemental Letter 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), and in the Press Release filed as Exhibit (g)(4) 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, Letter of Transmittal and Supplemental Letter dated July 23, 1977 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.* (10) Form of Letter to Shareholders of the Company, dated July 23, 1997, from Douglas W. Hyde.** (11) Text of Press Release issued by the Company, dated July 22, 1997.** (12) Text of Press Release issued by the Company, dated August 7, 1997. (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.* (4) Text of Press Release issued by the Company, dated July 22, 1997.** - -------- * Previously Filed with Schedule 13E-4. * *Previously Filed with Amendment No. 1 to Schedule 13E-4. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to 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 August 7, 1997 EX-99.12 2 PRESS RELEASE DATED 8/07/97 FOR IMMEDIATE RELEASE: Wednesday, August 7, 1997 RELEASE: National Circuit and Analyst Wire--Pages 1 & 2 Newsfax List--Pages 1 & 2 CONTACT: David L. Omachinski OshKosh B' Gosh, Inc. 414/232-4140 OSHKOSH B' GOSH, INC. ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION TENDER OSHKOSH, WISCONSIN--(BW) August 7, 1997--OshKosh B' Gosh, Inc. (NASDAQNMS-GOSHA) announced today that preliminary accounting by Harris Trust & Savings Bank, the depository for the Company's "Dutch auction" self tender offer which expired on August 6, 1997, indicates that, subject to final verification, 1,656,791 shares of Class A common stock and 41,524 shares of Class B common stock have been accepted for purchase at a price of $22.00 per share for all shares. Of the approximately 1,698,315 shares tendered, approximately 197,425 shares were tendered pursuant to guaranteed delivery. The self tender offer commenced on June 30, 1997 and expired at midnight, Eastern Daylight time, on August 6, 1997. Prior to the self tender offer, OshKosh B' Gosh, Inc. had 10,425,571 shares of Class A common stock and 1,260,704 shares of Class B common stock outstanding. Following the purchase of shares tendered in the sale, OshKosh B' Gosh, Inc. will have approximately 8,768,780 shares of Class A common stock outstanding and 1,219,180 shares of Class B common stock outstanding. Payment for shares properly tendered will be made on or about August 12, 1997, subject to proper delivery of shares in accordance with the terms of the offer. OshKosh B' Gosh, Inc. is a premier marketer of quality children's apparel, available in over 80 countries around the world. The Company is headquartered in Oshkosh, Wisconsin. -----END PRIVACY-ENHANCED MESSAGE-----