<PAGE>
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
<TABLE>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$44,000,000 $8,800
</TABLE>
* 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
<PAGE>
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.
<PAGE>
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.)
<PAGE>
(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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
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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
<PAGE>
TABLE OF CONTENTS
<TABLE>
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SECTION PAGE
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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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
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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
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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
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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.
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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.
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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.
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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.
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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
<PAGE>
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
<PAGE>
(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
<PAGE>
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:
<TABLE>
<CAPTION>
CLASS A HIGH LOW DIVIDENDS
- ------- ---- ---- ---------
<S> <C> <C> <C>
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
<CAPTION>
CLASS B HIGH LOW DIVIDENDS
- ------- ---- ---- ---------
<S> <C> <C> <C>
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
</TABLE>
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE CLASS A
SHARES.
14
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
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)
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
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
------------------- -------------- -------------- ------------------ --------------
<S> <C> <C> <C> <C>
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%
</TABLE>
(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
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<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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**
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<S> <C> <C> <C> <C>
TOTAL SHARES
TENDERED
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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: _
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
(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-
<PAGE>
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-
<PAGE>
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.)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
[_] $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
</TABLE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
(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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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.
<PAGE>
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-
<PAGE>
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.)
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
[_] $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
</TABLE>
(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-
<PAGE>
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-
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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-
<PAGE>
(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-
<PAGE>
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-
<PAGE>
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.)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
[_] $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
</TABLE>
- --------------------------------------------------------------------------------
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-
<PAGE>
[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.
<PAGE>
[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
<PAGE>
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
<PAGE>
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.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- -----------------------------------------------------------------------------
<S> <C>
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
- -----------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ------------------------------------------------------------------------------
<S> <C>
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
- ------------------------------------------------------------------------------
</TABLE>
(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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
