SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT<F1>
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 25, 1995
OSHKOSH B'GOSH, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-13365 39-0519915
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
112 Otter Avenue
Oshkosh, Wisconsin 54901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 231-8800
_____________________________________________________________
(Former name or former address, if changed since last report)
___________________________
<F1>This report updates the description of the Registrant's Common
Stock under the Securities Exchange Act of 1934.
Item 5. Other Events.
Updated Description of Capital Stock:
The following "Description of Capital Stock" is filed for the
purpose of updating the description of the Common Stock of OshKosh B'Gosh,
Inc. (the "Company") under the Securities Exchange Act of 1934:
DESCRIPTION OF CAPITAL STOCK
(The following summary does not purport to be a complete description
of the applicable provisions of the Company's Restated Certificate of
Incorporation and Bylaws, each as amended, or of applicable statutory or
other law, and is qualified in its entirety by reference thereto.)
The Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), of the Company provides that the Company
has authority to issue 30,000,000 shares of Class A Common Stock, one cent
($.01) par value; 3,750,000 shares of Class B Common Stock, one cent
($.01) par value; and 1,000,000 shares of Preferred Stock, one cent ($.01)
par value, issuable in series. A total of 11,188,787 shares of Class A
Common Stock and 1,267,013 shares of Class B Common Stock were outstanding
as of September 30, 1995. There were 1,820 stockholders of record of
Class A Common Stock and 180 stockholders of record of Class B Common
Stock on September 30, 1995. No shares of Preferred Stock are currently
outstanding. All of the outstanding shares are fully paid and non-
assessable, except in each case for statutory liability under Wisconsin
Statute 180.0622(2)(b) "in an amount equal to the par value" of such
shares for unpaid employee wages, but not exceeding six months service in
any one case. Although the Company is not a Wisconsin domestic
corporation, the Wisconsin Supreme Court has held that the substantially
identical predecessor statute to Wisconsin Statute 180.0622(2)(b)
applies to stockholders of foreign corporations licensed to do business in
the State of Wisconsin, which the Company is, as well as to stockholders
of domestic corporations.
Common Stock
Dividends. Dividends must be paid on both the Class A Common Stock
and the Class B Common Stock at any time that dividends are paid on
either. Whenever dividends (other than dividends of Company stock) are
paid on the Common Stock, however, each share of Class A Common Stock is
entitled to receive 115% of the dividend paid on each share of Class B
Common Stock, rounded up or down to the nearest $0.0025.
Voting Rights. Holders of the Class A Common Stock have the right
to elect or remove, as a class, 25% of the entire Board of Directors of
the Company, rounded to the nearest whole number of Directors, but not
less than one. (In determining the nearest whole number, any number which
includes a fraction equal to at least .5 will be rounded up to the next
highest whole number.) Holders of Class A Common Stock are not entitled
to vote on any other corporate matters, except as may be required by law,
and are entitled to one vote per share on all matters upon which they are
entitled to vote. Holders of Class B Common Stock are entitled to elect
or remove, as a class, the other 75% of the Directors (subject to any
rights granted to any series of Preferred Stock) and are entitled to one
vote per share on all matters (including an increase or decrease in the
unissued authorized capital stock of any class) presented to the
stockholders for vote.
<PAGE>
Liquidation Rights. Upon liquidation, dissolution or winding up of
the Company, and after distribution of any amounts due to holders of
Preferred Stock, holders of the Class A Common Stock are entitled to
receive $3.75 per share (as adjusted for the Company's 1987 stock dividend
and subject to further adjustment for future stock splits, stock dividends
or similar events involving shares of Class A Common Stock) before any
payment or distribution is made to holders of the Class B Common Stock.
Thereafter, holders of the Class B Common Stock are entitled to receive
the next $3.75 per share (as adjusted for the Company's 1987 stock
dividend and subject to further adjustment for future stock splits, stock
dividends or similar events involving shares of the Class B Common Stock)
before any further payment or distribution is made to holders of the Class
A Common Stock. Thereafter, holders of the Class A Common Stock and Class
B Common Stock share on a pro-rata basis in all payments or distributions
upon liquidation, dissolution or winding up of the Company.
Conversion Rights. Each share of Class B Common Stock is
convertible at the option of the holder thereof into one share of Class A
Common Stock. If and when the number of issued and outstanding shares of
Class B Common Stock falls below two percent of the aggregate number of
issued and outstanding shares of Class A Common Stock and Class B Common
Stock, the Class A Common Stock and the Class B Common Stock will be
automatically converted into shares of Common Stock, with all such shares
of Common Stock having equal rights as to dividends, voting, and
liquidation.
Certain Statutory Provisions. Section 203 of the Delaware General
Corporation Law, as amended ("Section 203"), provides that, subject to
certain exceptions specified therein, an "interested stockholder" of a
Delaware corporation shall not engage in any business combination with the
corporation for a three-year period following the time that such
stockholder becomes an "interested stockholder" unless (i) prior to such
time, the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an "interested stockholder," (ii) upon consummation of the
transaction which resulted in the stockholder becoming an "interested
stockholder," the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced
(excluding certain shares), or (iii) at or subsequent to such time, the
business combination is approved by the board of directors of the
corporation and authorized at an annual or special meeting of stockholders
by the affirmative vote of at least 66-2/3% of the outstanding voting
stock which is not owned by the "interested stockholder." Except as
otherwise specified in Section 203, an "interested stockholder" is
generally defined to include (x) any person that is the owner of 15% or
more of the outstanding voting stock of the corporation, or is an
affiliate or associate of the corporation and was the owner of 15% or more
of the outstanding voting stock of the corporation at any time within
three years immediately prior to the relevant date and (y) the affiliates
and associates of any such person.
Under certain circumstances, Section 203 makes it more difficult for
a person who would be an "interested stockholder" to effect various
business combinations with a corporation for a three-year period. The
provisions of Section 203 may encourage companies interested in acquiring
other companies to negotiate in advance with the target company's Board of
Directors, since the stockholder approval requirement would be avoided if
a majority of the directors then in office approve either the business
combination or the transaction that results in the stockholder becoming an
interested stockholder. It is possible that such provisions could make it
more difficult to accomplish transactions which stockholders may otherwise
deem to be in their best interests.
Other Terms. No stockholder of the Company has preemptive or other
rights to subscribe for additional shares of the Company. Neither class
of Common Stock of the Company is callable, putable or redeemable by its
terms at the option of the Company or its stockholders. No stockholder of
the Company has cumulative voting rights. The affirmative vote of at
least two-thirds of each class of shares (A and B) is required to approve
certain major corporate actions, including any merger, sale, lease,
exchange or other disposition of all or substantially all of the assets of
the Company or any amendment of the Certificate of Incorporation affecting
the vote on such transactions.
Transfer Agent. The transfer agent for the Common Stock of the
Company is Harris Trust and Savings Bank, Chicago, Illinois.
Preferred Stock
The Certificate of Incorporation authorizes the Board of Directors
to issue Preferred Stock in series and to fix the variations in the
powers, preferences, rights, qualifications, limitations or restrictions
of any series with respect to the rate and nature of dividends, the price
and terms and conditions on which shares may be redeemed, the amount
payable in the event of voluntary or involuntary liquidation, any sinking
fund provisions for redemption or repurchase of shares, the terms and
conditions for conversion into any other class or series of the stock of
the Company, and voting rights, if any. No series of Preferred Stock has
been designated at this time.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index following the Signatures page of this
report, which is incorporated herein by reference.
SIGNATURES
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 hereunto duly authorized.
OSHKOSH B'GOSH, INC.
Date: October 25, 1995 By:/s/DAVID L. OMACHINSKI
David L. Omachinski
Vice President, Finance,
Treasurer and Chief
Financial Officer
OSHKOSH B'GOSH, INC.
EXHIBIT INDEX
to
CURRENT REPORT ON FORM 8-K
Dated October 25, 1995
Sequen-
Incorporated tial
Herein By Filed Page
Number Description Reference To Herewith No.
99.1 Restated Certificate of Incorporation
of OshKosh B'Gosh, Inc.
(dated March 19, 1985) X
99.2 Certificate of Amendment to the
Restated Certificate of Incorporation
of OshKosh B'Gosh, Inc. (dated
May 8, 1987) X
99.3 Certificate of Amendment to the
Restated Certificate of Incorporation
of OshKosh B'Gosh, Inc. (dated
May 7, 1993) X
99.4 Bylaws of OshKosh B'Gosh, Inc. (as
amended through February 20, 1995) Exhibit 3.2 to
the Registrant's
Form 10-K for
year ended
December 31, 1994
