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Exhibit (a)(1)(D)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
LOWRANCE ELECTRONICS, INC.
at
$8.25 Net Per Share
by
BLUE MARLIN, INC.
a wholly owned subsidiary of
COBRA ELECTRONICS CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, FEBRUARY 12, 2001, UNLESS THE OFFER IS EXTENDED.
January 16, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Blue Marlin, Inc., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Cobra Electronics Corporation,
a Delaware Corporation ("Cobra"), to act as Information Agent in connection
with Purchaser's offer to purchase all outstanding shares of common stock,
$.10 par value per share (the "Shares"), of Lowrance Electronics, Inc., a
Delaware corporation ("Lowrance"), at a purchase price of $8.25 per Share, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 16, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") enclosed herewith. The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of January 4, 2001, among Cobra,
Purchaser and Lowrance (the "Merger Agreement"). Holders of Shares whose
certificates for such Shares (the "Certificates") are not immediately
available or who cannot deliver their Certificates and all other required
documents to the Depositary or complete the procedures for book-entry transfer
prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated January 16, 2001.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
(with manual signatures) may be used to tender Shares.
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3. A letter to stockholders of Lowrance from Darrell J. Lowrance, the
President and Chief Executive Officer of Lowrance, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by Lowrance and mailed to the
stockholders of Lowrance.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if neither of the two procedures for tendering Shares set forth in
the Offer to Purchase can be completed on a timely basis.
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name, with space provided for
obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 12, 2001,
UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $8.25 per Share, net to the seller in cash without
interest.
2. The Offer is being made for all of the outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Monday, February 12, 2001, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer such number
of Shares that would constitute at least 63 1/3 percent of the Shares that
in the aggregate are outstanding determined on a fully diluted basis
(assuming the exercise of all options to purchase Shares, and the
conversion or exchange of all securities convertible or exchangeable into
Shares, outstanding at the expiration date of the Offer), and Cobra's
receipt of the proceeds of debt financing in an amount necessary to
consummate the transactions contemplated by the Merger Agreement, on terms
satisfactory to Cobra in its sole discretion. The Offer is also subject to
the other terms and conditions contained in the Offer to Purchase.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions imposed by Cobra or Purchaser or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
transfer of Shares pursuant to the Offer.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and
any required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase) or other required
documents should be sent to the Depositary and (ii) certificates representing
the tendered Shares on a timely Book-Entry Confirmation (as defined in the
Offer to Purchase) should be delivered to the Depositary in accordance with
the instructions set forth in the Offer.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender must
be effected by following the guaranteed delivery procedures specified in
Section 3 of the Offer to Purchase.
Neither Purchaser, Cobra nor any officer, director, stockholder, agent or
other representative of Purchaser or Cobra will pay any fees or commissions to
any broker, dealer or other person (other than the Depositary and the
Information Agent as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. Purchaser will, however, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients. Purchaser
will pay or cause to be paid any
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transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Morrow & Co., Inc., the Information Agent for the Offer, 445 Park Ave., 5th
Floor, New York, New York 10022 (800-654-2468).
Requests for copies of the enclosed materials may be directed to the
Information Agent at the above address and telephone number.
Very truly yours,
Morrow & Co., Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF COBRA, PURCHASER, THE DEPOSITARY, THE
INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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