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As Filed With The Securities and Exchange Commission On August 7, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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)
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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)
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This final Amendment via Amendment No. 2 amends and supplements the issuer
tender offer statement on Schedule 13E-4, dated June 30, 1997 and as amended
via Amendment No. 1 on July 23, 1997, filed by OshKosh B'Gosh, Inc., a
Delaware corporation (the "Company"), relating to the offer by the Company to
purchase up to 1,775,000 shares (or such lesser number of shares as was
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 was 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"), 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, and as previously supplemented and the
Offer commenced on June 30, 1997 and expired at midnight New York time on
August 6, 1997, and a total of 1,656,791 Class A Shares and 41,524 Class B
Shares have been accepted at a purchase price of $22.00 per Share, whether
Class A Shares or Class B Shares. As of June 25, 1997, the Company had
10,425,571 Class A Shares and 1,260,704 Class B Shares outstanding. Following
the purchase of the Shares properly tendered in the Offer, the Company has
approximately 8,768,780 Class A Shares and 1,219,180 Class B Shares
outstanding. On August 7, 1997, the Company issued a press release announcing
the preliminary results of the Offer, a copy of which is filed as Exhibit
(a)(12) hereto and is incorporated by reference.
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this Amendment No. 2 to Schedule
13E-4 relates is the Company and the address of its principal executive office
is 112 Otter Avenue, Oshkosh, Wisconsin, 54901.
(b) This Amendment No. 2 to Schedule 13E-4 relates to the offer by the
Company to purchase up to 1,775,000 Class A Shares and up to 225,000 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,
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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.
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.*
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(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.**
(12) Text of Press Release issued by the Company, dated August 7, 1997.
(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.**
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* Previously Filed with Schedule 13E-4.
* *Previously Filed with Amendment No. 1 to Schedule 13E-4.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment No. 2 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
August 7, 1997
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FOR IMMEDIATE RELEASE:
Wednesday, August 7, 1997
RELEASE:
National Circuit and Analyst Wire--Pages 1 & 2
Newsfax List--Pages 1 & 2
CONTACT:
David L. Omachinski
OshKosh B' Gosh, Inc.
414/232-4140
OSHKOSH B' GOSH, INC. ANNOUNCES
PRELIMINARY RESULTS OF DUTCH AUCTION TENDER
OSHKOSH, WISCONSIN--(BW) August 7, 1997--OshKosh B' Gosh, Inc.
(NASDAQNMS-GOSHA) announced today that preliminary accounting by Harris Trust &
Savings Bank, the depository for the Company's "Dutch auction" self tender
offer which expired on August 6, 1997, indicates that, subject to final
verification, 1,656,791 shares of Class A common stock and 41,524 shares of
Class B common stock have been accepted for purchase at a price of $22.00 per
share for all shares. Of the approximately 1,698,315 shares tendered,
approximately 197,425 shares were tendered pursuant to guaranteed delivery.
The self tender offer commenced on June 30, 1997 and expired at midnight,
Eastern Daylight time, on August 6, 1997. Prior to the self tender offer,
OshKosh B' Gosh, Inc. had 10,425,571 shares of Class A common stock and
1,260,704 shares of Class B common stock outstanding. Following the purchase of
shares tendered in the sale, OshKosh B' Gosh, Inc. will have approximately
8,768,780 shares of Class A common stock outstanding and 1,219,180 shares of
Class B common stock outstanding.
Payment for shares properly tendered will be made on or about August 12,
1997, subject to proper delivery of shares in accordance with the terms of the
offer.
OshKosh B' Gosh, Inc. is a premier marketer of quality children's apparel,
available in over 80 countries around the world. The Company is headquartered in
Oshkosh, Wisconsin.
