<PAGE>
As Filed With The Securities and Exchange Commission On July 23, 1997
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 TO SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
OSHKOSH B'GOSH, INC.
(Name of Issuer)
OSHKOSH B'GOSH, INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK
CLASS B COMMON STOCK
(Title of Class of Securities)
CLASS A COMMON STOCK--688222 207
CLASS B COMMON STOCK--688222 230
(CUSIP Number of Class of Securities)
DAVID L. OMACHINSKI
VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
OSHKOSH B'GOSH, INC.
112 OTTER AVENUE
OSHKOSH, WISCONSIN 54901
(414) 231-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
----------------
With a Copy to:
STEVEN R. DUBACK, ESQ.
QUARLES & BRADY
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-4497
JUNE 30, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this Amendment No. 1 to 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 Amendment No. 1 to Schedule 13E-4 relates to the offer by the
Company to purchase up to 1,775,000 shares (or such lesser number of shares as
is properly tendered) of its Class A Common Stock, par value $.01 per share
("Class A Shares") and up to 225,000 shares (or such lesser number of shares
as is properly tendered) of Class B Common Stock, par value $.01 per share
("Class B Shares") (such shares are hereinafter collectively referred to as
the "Shares"), of which 10,425,571 Class A Shares and 1,260,704 Class B Shares
were outstanding as of June 25, 1997, at a price not in excess of $22.00 nor
less than $19.00 per Share in cash upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 30, 1997, (the
"Offer to Purchase"), and in the related Letter of Transmittal and the letter
dated July 23, 1997 (the "Supplemental Letter"), which together constitute the
"Offer," copies of which are attached as Exhibits (a)(1), (a)(2) and (a)(10),
respectively, and incorporated herein by reference. As of the date of this
filing, the Class B Shares are not registered under the Securities Exchange
Act of 1934, as amended. Executive officers and directors of the Company may
participate in the Offer on the same basis as the Company's other
shareholders, although the Company has been advised that no director or
executive officer of the Company intends to tender any Shares pursuant to the
Offer. The information set forth in "Introduction" and "The Offer--Section 1,
Number of Shares; Proration" of the Offer to Purchase as modified by the
Supplemental Letter is incorporated herein by reference.
(c) The information set forth in "Introduction" and the "The Offer--Section
1, Number of Shares; Proration" as modified by the Supplemental Letter and
"Price Range of Shares; Dividends--Section 8" of the Offer to Purchase is
incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "The Offer--Section 9, Source and
Amount of Funds" of the Offer to Purchase and information provided in Exhibit
(b) of Item 9 to Schedule 13E-4 is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in "Introduction" and "The Offer--Section
9, Source and Amount of Funds," "The Offer--Section 2, Purpose of the Offer;
Certain Effects of the Offer," "The Offer--Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" and "The
Offer--Section 12, Effects of the Offer on the Market for Shares; Registration
Under the Exchange Act" of the Offer to Purchase is incorporated herein by
reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "The Offer--Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction" and "The Offer--Section 9,
Source and Amount of Funds," "The Offer--Section 2, Purpose of the Offer;
Certain Effects of the Offer" and "The Offer--Section 11, Interest of
Directors and Officers; Transactions and Arrangements Concerning Shares" of
the Offer to Purchase is incorporated herein by reference.
<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), and in the Press Release filed as Exhibit (g)(4) hereto is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "The Offer--Section 13, Certain Legal
Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein
by reference.
(c) The information set forth in "The Offer--Section 12, Effect of the Offer
on the Market for Shares; Registration Under the Exchange Act" of the Offer to
Purchase is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase, Letter of
Transmittal and Supplemental Letter dated July 23, 1977 is incorporated herein
by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)Form of Offer to Purchase, dated June 30, 1997.*
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(6) Text of Press Release issued by the Company, dated June 30, 1997.*
(7) Form of Summary Advertisement, dated July 1, 1997.*
(8) Form of Letter to Shareholders of the Company, dated June 30, 1997,
from Douglas W. Hyde, Chairman and Chief Executive Officer of the
Company.*
(9) Guidelines for Certification of Taxpayer Identification Number on
Substitute W-9.*
(10) Form of Letter to Shareholders of the Company, dated July 23, 1997,
from Douglas W. Hyde.
(11) Text of Press Release issued by the Company, dated July 22, 1997.
<PAGE>
(b) Credit agreement between OshKosh B'Gosh, Inc. and Firstar Bank
Milwaukee, N.A. and participating banks as amended, and dated as of
June 28, 1996. (Exhibit 10.12 to OshKosh B'Gosh, Inc. Form 10-K ("Form
10-K") for the fiscal year ended December 31, 1996, Commission File
No. 0-13365, is incorporated by reference.)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Pages 14 through 30 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 (Incorporated by reference from
the Form 10-K).
(2) Pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for
the quarter, ended March 31, 1997 (Incorporated by reference to the
Form 10-Q filed for the quarter ended March 31, 1997).
(3) The Company's Current Report on Form 8-K, dated June 30, 1997.
(4) Text of Press Release issued by the Company, dated July 22, 1997.
- --------
* Previously Filed with Schedule 13E-4.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment No. 1 to Schedule 13E-4 is true,
complete and correct.
OSHKOSH B'GOSH, INC.
/s/ David L. Omachinski
By: _________________________________
Name: David L. Omachinski
Title:Vice President, Treasurer and
Chief
Financial Officer
July 23, 1997
<PAGE>
LOGO
JULY 23, 1997
To Shareholders of OshKosh B'Gosh, Inc.
INTRODUCTION
As we approach the tender offer expiration date and in addition to the
information set forth in the Offer to Purchase, dated June 30, 1997, and the
Letter of Transmittal, shareholders of OshKosh B'Gosh, Inc. (the "Company" or
"OshKosh") should carefully consider the following information in deciding
whether 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") on the terms and subject
to the conditions set forth in the Offer to Purchase and related Letter of
Transmittal and this supplemental letter (collectively, the "Offer"). The
Company is revising the Offer to separately specify the amount of the Offer
for Class A Shares and Class B Shares. Accordingly, the Company has amended
the Offer so that it is limited to 225,000 Class B Shares (approximately the
total number owned by persons other than officers, directors and their
extended families) and 1,775,000 Class A Shares. The total of 2,000,000 Shares
remains unchanged. As a result of this modification, the Offer, proration
period and withdrawal rights have been extended and will now expire at 12:00
p.m. Midnight, Eastern Daylight Savings time on Wednesday, August 6, 1997,
unless further extended by the Company.
OshKosh hereby invites its shareholders to tender 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, in the Offer to Purchase and in the
related Letter of Transmittal. 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 both 1,775,000 Class A Shares and 225,000 Class B
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). The same Purchase Price
will apply both to Class A Shares and to 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, subject to the terms and the conditions of
the Offer, including the proration and conditional tender provisions. The
Company reserves the right, in its reasonable discretion, to purchase more
than 2,000,000 Shares pursuant to the Offer (i.e., more than 1,775,000 Class A
Shares and/or more than 225,000 Class B Shares).
TENDER AMOUNT
Please note that the Offer to Purchase is specifically for 1,775,000 Class A
Shares and 225,000 Class B Shares, together totaling 2,000,000 Shares. If more
than this amount of Class A Shares or Class B Shares are tendered, the Company
will prorate separately for each class, unless the Company amends the Offer to
purchase a higher number of Shares.
LOGO
<PAGE>
CONDITIONS OF THE OFFER
The Company also amends the Offer and specifically agrees that the
conditions (described in detail on pages 12 to 14 of the Offer to Purchase)
shall be determined in the reasonable judgment of the Company. Thereafter,
after the expiration date, the Company will purchase up to 2,000,000 Shares,
subject to proration rights.
RECENT ACTIVITY
A copy of the Company's July 22, 1997 Press Release concerning financial
information for the Company's second quarter ended June 30, 1997 is enclosed.
On July 22, 1997, the price per share for the last trade for the Class A
Shares on the Nasdaq National Market was $21.50. 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.
Facsimile copies of the Letter of Transmittal will be accepted from Eligible
Institutions (as defined in the Offer to Purchase). 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 ban,
trust company or nominee to the Depositary (as defined in the Offer to
Purchase) 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 (for Eligible Harris Trust and Savings
Bank Institutions Only) Bank
c/o Harris Trust Company (212) 701-7636 c/o Harris Trust Company
of New York (212) 701-7637 of New York
Wall Street Station Confirm by Telephone: Receive Window
P.O. Box 1010 (212) 701-7624 77 Water Street, 5th
New York, New York Floor
10268-1010 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 at the telephone numbers and location
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:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
Sincerely yours,
LOGO
Douglas W. Hyde
Chairman and Chief Executive Officer
2
<PAGE>
OSHKOSH B'GOSH, INC. ANNOUNCES
SECOND QUARTER 1997 FINANCIAL RESULTS
OSHKOSH, WISCONSIN--(BW) JULY 22, 1997--OshKosh B'Gosh, Inc. (NASDAQNMS--
GOSHA) announced today a net loss for the second quarter of 1997 of $.4
million ($.04 per share). This compares to a net loss in the second quarter of
1996 of $9.8 million ($.79 per share). The second quarter of 1996 included an
after tax special charge of $8 million ($.64 per share). Excluding the special
charge, the Company's second quarter 1996 net loss was approximately $1.8
million ($.15 per share).
For the six months ended June 30, 1997, the Company's net income of $3.7
million ($.32 per share) is approximately $2.2 million more than the Company's
income (excluding special charges) for the first six months of 1996 of $1.5
million ($.12 per share).
The Company's improved second quarter and year-to-date 1997 results of
operations are attributable to the Company's continued implementation of its
product sourcing strategy, increased sales at the Company's retail stores
(31.6% higher on a comparable store basis for the second quarter of 1997), and
elimination of its unprofitable European and Genuine Kids businesses. These
improvements were offset in part by a substantially lower level of wholesale
shipments during the second quarter and first half of 1997, primarily as a
result of the Company's previously announced strategic decision to reduce
distribution. The Company's business is seasonal, with second quarter sales
and income traditionally the lowest for the year.
Douglas W. Hyde, chairman, president and C.E.O., stated, "We are pleased to
report this continued improvement in our operating results. The further
development of our global product sourcing capabilities, along with strong
sales trends at both our company retail stores and key wholesale accounts, are
encouraging."
On June 30, 1997, the Company announced that its Board of Directors approved
a Dutch auction self-tender offer to repurchase up to two million shares of
the Company's Class A common stock and Class B common stock. The Dutch auction
tender offer provides an opportunity for shareholders to tender shares within
a range of $19 to $22 per share. The SEC has requested that the offer be
stated separately for the Class A shares on the one hand and the Class B
shares on the other, so the Company has amended the offer so that it is
limited to 225,000 Class B shares and 1,775,000 Class A shares. As a result of
this modification, the Company has also extended the period of the tender
offer and the related proration period and withdrawal rights so that they now
end at midnight on August 6, 1997. The Company believes that its cash, cash
equivalents and short-term investments at June 30, 1997 and available credit
facilities will be sufficient to finance this tender offer.
This press release contains certain information and projections that may be
considered forward-looking by securities law and, as such, is subject to
certain risks and uncertainties. The Company's future results of operations
and the other forward-looking statements contained in this press release
involve a number of risks and uncertainties including, but not limited to,
business conditions and the general economy, competitive factors, consumer
acceptance of the Company product offerings, the level of consumer spending
for apparel, particularly in the children's wear segment, the Company's
ability to manufacture or source products in a time frame which permits on
time shipments, the financial strength of the retail industry, as well as
risks associated with foreign operations. Actual results may differ
materially.
OshKosh B'Gosh, Inc. is best known as a premier marketer of quality
children's apparel, available in over 80 countries around the world. The
Company is headquartered in OshKosh, Wisconsin.
<PAGE>
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996*
----------- ------------
(UNAUDITED)
ASSETS
------
<S> <C> <C>
Current assets
Cash and cash equivalents. $ 30,915 $ 31,201
Short-term investments.... 11,670 10,040
Accounts receivable....... 20,892 20,504
Inventories............... 60,849 66,799
Prepaid expenses & other
current assets........... 5,203 1,890
Deferred income taxes..... 15,300 18,500
-------- --------
Total current assets.... 144,829 148,934
Property, plant & equipment. 65,358 67,747
Less accumulated deprecia-
tion and amortization...... 27,760 25,965
-------- --------
Net property, plant and
equipment.............. 37,598 41,782
Non-current deferred income
taxes...................... 4,400 3,400
Other assets................ 3,424 1,917
-------- --------
Total assets............ $190,251 $196,033
======== ========
<CAPTION>
LIABILITIES AND
SHAREHOLDERS' EQUITY
- --------------------
<S> <C> <C>
Current liabilities
Accounts payable.......... $ 3,406 $ 5,408
Accrued expenses.......... 35,166 38,885
-------- --------
Total current liabili-
ties................... 38,572 44,293
Employee benefit plan lia-
bilities................... 13,323 13,663
Shareholders' equity
Preferred stock........... -- --
Common stock:
Class A................. 104 105
Class B................. 13 13
Retained earnings......... 137,769 137,349
Cumulative foreign cur-
rency translation adjust-
ments.................... 470 610
-------- --------
Total shareholders' eq-
uity................... 138,356 138,077
-------- --------
Total liabilities and
shareholders' equity... $190,251 $196,033
======== ========
</TABLE>
- --------
*Condensed from audited financial statements.
<PAGE>
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS ENDED
ENDED JUNE 30, JUNE 30,
----------------- ------------------
1997 1996 1997 1996
------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales............................... $71,144 $ 82,579 $168,507 $203,455
Cost of products sold................. 47,362 57,057 112,431 141,376
------- -------- -------- --------
Gross profit............................ 23,782 25,522 56,076 62,079
Selling, general and administrative ex-
penses................................. 26,292 30,211 53,659 62,044
Special charges......................... -- 20,900 -- 20,900
Royalty income, net..................... (1,206) (1,370) (3,012) (2,541)
------- -------- -------- --------
Operating income (loss)................. (1,304) (24,219) 5,429 (18,324)
------- -------- -------- --------
Other income (expense)
Interest expense...................... (97) (261) (129) (526)
Interest income....................... 672 247 1,065 580
Other................................. (17) 162 (145) 282
------- -------- -------- --------
Other income (expense)--net............. 558 148 791 336
------- -------- -------- --------
Income (loss) before taxes............ (746) (24,071) 6,220 (17,988)
Income taxes (benefit) ............... (300) (14,231) 2,490 (11,524)
------- -------- -------- --------
Net income (loss)................... $ (446) $ (9,840) $ 3,730 $ (6,464)
======= ======== ======== ========
Average number of shares outstanding.... 11,686 12,456 11,731 12,456
Net income (loss) per common share...... $ (0.04) $ (0.79) $ 0.32 $ (0.52)
======= ======== ======== ========
Cash dividend per common share
Class A............................... $ 0.07 $ 0.07 $ 0.14 $ 0.14
Class B............................... $ 0.06 $ 0.06 $ 0.12 $ 0.12
</TABLE>
<PAGE>
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1997 1996
------- --------
<S> <C> <C>
Cash flows from operating activities
Net income (loss).......................................... $ 3,730 $ (6,464)
Depreciation............................................... 4,465 5,350
Special charges............................................ -- 20,900
Provisions for deferred income taxes....................... 2,200 (11,600)
Items in income not affecting cash......................... 173 1,357
Changes in current assets.................................. 2,249 (16,010)
Changes in current liabilities............................. (5,005) (2,872)
------- --------
Net cash provided by (used in) operating activities...... 7,812 (9,339)
------- --------
Cash flows from investing activities
Additions to property, plant and equipment................. (2,965) (2,916)
Proceeds from disposal of assets........................... 1,765 1,710
Purchase of short-term investments......................... (1,630) --
Other...................................................... (1,958) (32)
------- --------
Net cash used in investing activities.................... (4,788) (1,238)
------- --------
Cash flows from financing activities
Net increase in long-term borrowings....................... -- 11,160
Cash dividends paid........................................ (1,619) (1,719)
Repurchase of common shares................................ (1,691) --
------- --------
Net cash provided by (used in) financing activities...... (3,310) 9,441
------- --------
Net decrease in cash and cash equivalents................ $ (286) $ (1,136)
======= ========
</TABLE>
