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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100) TENDER OFFER STATEMENT
UNDER SECTION 14 (d) (1) OR SECTION 13 (e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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LOWRANCE ELECTRONICS, INC.
(Name of Subject Company (Issuer))
BLUE MARLIN, INC.
COBRA ELECTRONICS CORPORATION
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
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548900 10
(CUSIP Number of Class of Securities)
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Gerald M. Laures
Vice President--Finance, and Corporate Secretary
Cobra Electronics Corporation
6500 W. Cortland Street
Chicago, IL 60707
Telephone: (773) 889-8870
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
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Copy to:
Pran Jha
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
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CALCULATION OF FILING FEE
Transaction Amount of Filing
Valuation*: $31,092,567 Fee: $6,219
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of all outstanding shares of common
stock, par value $.10 per share, of Lowrance Electronics, Inc. (the
"Company Common Stock") at a price per share of Company Common Stock of
$8.25 in cash. As of January 3, 2001, there were approximately 3,768,796
shares outstanding of Company Common Stock. The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the value of the
transaction.
[_] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid:Not applicable Filing Party:Not applicable
Form or registration No.:Not applicableDate Filed:Not applicable
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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This Tender Offer Statement on Schedule TO relates to the third-party tender
offer by Blue Marlin, Inc., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Cobra Electronics Corporation, a Delaware corporation
("Parent"), to purchase all of the issued and outstanding shares of common
stock, par value $.10 per share (the "Shares"), of Lowrance Electronics, Inc.,
a Delaware corporation (the "Company"), at a purchase price of $8.25 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 16,
2001 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit
(a)(1)(A), and in the related Letter of Transmittal (the "Letter of
Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(B) (which,
together with the Offer to Purchase, as amended or supplemented from time to
time, constitute the "Offer"). The information set forth in the Offer to
Purchase and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1-9 and 11 of Schedule TO. The Agreement and
Plan of Merger dated as of January 4, 2001 among Parent, Purchaser and the
Company, a copy of which is incorporated herein by reference, the forms of
Stockholder Agreement each dated as of January 4, 2001 among Parent, Purchaser
and certain stockholders of the Company, copies of which are included as
Exhibit (d)(2) and Exhibit (d)(3) hereto, respectively, the Confidentiality
Agreement between Parent, Purchaser and the Company executed in July 2000, a
copy of which is included as Exhibit (d)(4) hereto, and the Exclusivity
Agreement dated September 11, 2000 between Parent and the Company, a copy of
which is included as Exhibit (d)(5) hereto, are incorporated herein by
reference with respect to Items 5 and 11 of Schedule TO.
Item 3. Identity and Background of Filing Persons.
None of Parent, Purchaser or, to the best knowledge of such corporations,
any of the persons listed on Schedule I to the Offer to Purchase has during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to any
judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
Item 10. Financial Statements.
(a) (1) Incorporated herein by reference to Item 8 ("Financial Statements
and Supplementary Data") of Parent's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 filed with the Securities and Exchange Commission
on March 29, 2000. Reports, statements or other information filed with the
Securities and Exchange Commission (the "SEC") may be read and copied at the
SEC's public reference room at 450 Fifth Street, N.W., Washington D.C. 20549.
These filings are also available to the public from commercial document
retrieval services and at the Internet world wide web site maintained by the
SEC at http://www.sec.gov.
(a) (2) Incorporated herein by reference to Part I ("Financial Information")
of Parent's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000 filed with the Securities and Exchange Commission on November 13, 2000.
Reports, statements or other information filed with the SEC may be read and
copied at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington D.C. 20549. These filings are also available to the public from
commercial document retrieval services and at the Internet world wide web site
maintained by the SEC at http://www.sec.gov.
(a) (3)-(4) The information set forth in Section 9 ("Certain Information
Concerning Cobra and Purchaser") of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in Section 9 ("Certain Information Concerning
Cobra and Purchaser") of the Offer to Purchase is incorporated herein by
reference.
Item 12. Exhibits.
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<C> <S>
(a)(1)(A) Offer to Purchase dated January 16, 2001.
(a)(1)(B) Letter of Transmittal.
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<C> <S>
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Form of Summary Advertisement as published on January 16, 2001.
(a)(1)(H) Text of press release issued by Parent dated January 16, 2001.
(b)(1) Term Sheet dated as of December 14, 2000 between Parent and
General Electric Capital Corporation, LaSalle Bank National
Association and BT Commercial Corporation.
(b)(2) Term Sheet dated as of December 22, 2000 between Parent and
American Capital Strategies, Ltd.
(d)(1) Agreement and Plan of Merger dated as of January 4, 2001, by and
among Parent, Purchaser and the Company (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of the Company
filed on January 8, 2001).
(d)(2) Form of Stockholder Agreement dated as of January 4, 2001 among
Parent, Purchaser and certain stockholders of the Company
(including a schedule listing each such stockholder and the number
of shares of the Company owned by such stockholder as set forth in
the Stockholder Agreement entered into by such stockholder).
(d)(3) Form of Stockholder Agreement dated as of January 4, 2001 among
Parent, Purchaser and certain stockholders of the Company
(including a schedule listing each such stockholder and the number
of shares of the Company owned by such stockholder as set forth in
the Stockholder Agreement entered into by such stockholder).
(d)(4) Confidentiality Agreement between Parent and the Company executed
in July 2000.
(d)(5) Exclusivity Agreement between Parent and the Company dated
September 11, 2000.
(g) None.
(h) None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Cobra Electronics Corporation
/s/ James R. Bazet
By:
___________________________________
Name: James R. Bazet
Title: President and Chief
Executive Officer
Blue Marlin, Inc.
/s/ James R. Bazet
By:
___________________________________
Name: James R. Bazet
Title: President
Date: January 16, 2001
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EXHIBIT INDEX
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Exhibit No. Description
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(a)(1)(A) Offer to Purchase dated January 16, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Form of Summary Advertisement as published on January 16, 2001.
(a)(1)(H) Text of press release issued by Parent dated January 16, 2001.
(b)(1) Term Sheet dated as of December 14, 2000 between Parent and
General Electric Capital Corporation, LaSalle Bank National
Association and BT Commercial Corporation.
(b)(2) Term Sheet dated as of December 22, 2000 between Parent and
American Capital Strategies, Ltd.
(d)(1) Agreement and Plan of Merger dated as of January 4, 2001, by and
among Parent, Purchaser and the Company (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of the Company
filed on January 8, 2001).
(d)(2) Form of Stockholder Agreement dated as of January 4, 2001 among
Parent, Purchaser and certain stockholders of the Company
(including a schedule listing each such stockholder and the number
of shares owned by such stockholder as set forth in the
Stockholder Agreement entered into by such stockholder.
(d)(3) Form of Stockholder Agreement dated as of January 4, 2001 among
Parent, Purchaser and certain stockholders of the Company
(including a schedule listing each such stockholder and the number
of shares owned by such stockholder as set forth in the
Stockholder Agreement entered into by such stockholder.
(d)(4) Confidentiality Agreement between Parent and the Company executed
in July 2000.
(d)(5) Exclusivity Agreement between Parent and the Company dated
September 11, 2000.
(g) None.
(h) None.
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