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As Filed With The Securities and Exchange Commission On October 18, 1999
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) (Title of Class of Securities)
688222 206 688222 306
(CUSIP Number of Class of Securities) (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
(920) 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 LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-4497
OCTOBER 4, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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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 4,500,000 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 100,000 shares (or such lesser number of shares as are properly
tendered) of its Class B Common Stock, par value $.01 per share ("Class B
Shares") (such shares are hereinafter collectively referred to as the "Shares"),
of which 14,022,481 Class A Shares and 2,248,218 Class B Shares were outstanding
as of September 30, 1999, at a price not in excess of $21.00 nor less than
$18.50 per Share in cash upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated October 4, 1999 (the "Offer to Purchase"), in
the letter dated October 18, 1999, and the attached press release concerning its
third quarter earnings (the "Supplemental Letter"), and in the related Letter of
Transmittal and Option Exercise Form, which together constitute the "Offer,"
copies of which are attached as Exhibits (a)(1), (a)(2) and (a)(4),
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. Officers and directors of the Company may participate in
the Offer on the same basis as the Company's other shareholders, but none of
them have advised the Company that they intend to do so. The Company has been
advised that certain members of the Wyman and Hyde families who are parties to
the cross purchase agreement described in Section 11 of the Offer to Purchase
(including family members who serve as officers and directors of the Company),
presently intend to sell to unrelated persons in independent market transactions
an aggregate of approximately 411,000 Class A Shares, including shares subject
to exercisable options held by them. The information set forth in "The
Offer--Section 1, Number of Shares; Proration" 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.
(c) The information set forth in "The Offer--Section 1, Number of
Shares; Proration" and "The Offer--Section 8, Price Range of Shares; Dividends"
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 is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
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(a)-(j) The information set forth in "The Offer--Section 2, Purpose of
the Offer; Certain Effects of the Offer," "The Offer--Section 9, Source and
Amount of Funds," "The Offer--Section 10, Certain Information Concerning the
Company," "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 "The Offer--Section 2, Purpose of the
Offer; Certain Effects of the Offer," "The Offer--Section 9, Source and Amount
of Funds" 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 "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 in Item 8, "Financial Statements
and Supplementary," of the Company's Annual Report on Form 10-K for the year
ended January 2, 1999, filed as Exhibit (g)(1) hereto, is incorporated herein by
reference, and the information set forth in Item 1, "Financial Statements," of
the Company's Quarterly Report on Form 10-Q for the quarter ended July 3, 1999,
filed as Exhibit (g)(2) hereto, is incorporated herein by reference. The
information contained in the Supplemental Letter (including the attached press
release) is also hereby incorporated 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.
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(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, the Letter of
Transmittal and the Option Election Form is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase, dated October 4, 1999.*
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).*
(3) Overview of Questions and Answers.*
(4) (a)Form of Memorandum dated October 4, 1999, to holders of options
for Class A Shares; (b) Instructions for Tender of Option Shares;
and (c) Option Election Form.*
(5) Form of Notice of Guaranteed Delivery.*
(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(7) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(8) Text of Press Release issued by the Company, dated October 1,
1999.*
(9) Form of Summary Advertisement, dated October 4, 1999.*
(10) Form of Letter to Shareholders of the Company, dated October 4,
1999, from Douglas W. Hyde, Chairman and Chief Executive Officer of
the Company.*
(11) Guidelines for Certification of Taxpayer Identification Number on
Substitute W-9.*
(12) Supplemental Letter to Shareholders of the Company, dated
October 18, 1999, from Douglas W. Hyde, Chairman and Chief
Executive Officer of the Company, and attached press release
dated October 18, 1999.
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(b) Commitment Letters dated September 22, 1999.*
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) The information set forth in Item 8, "Financial Statements and
Supplementary," of the Company's Annual Report on Form 10-K for the
year ended January 2, 1999.
(2) The information set forth in Item 1, "Financial Statements,"
of the Company's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999.
- --------------
* Previously filed with 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 Schedule 13E-4 is true, complete and
correct.
OSHKOSH B'GOSH, INC.
By: /s/ David L. Omachinski
-----------------------
Name: David L. Omachinski
Title: Vice President, Treasurer and
Chief Financial Officer
October 18, 1999
6
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[OSHKOSH B'GOSH LOGO]
October 18, 1999
To Shareholders of OshKosh B'Gosh, Inc.
In addition to the information set forth in the Offer to Purchase, dated
October 4, 1999, and in the Letter of Transmittal, Option Election Form and
related instructions (which together with this supplemental letter constitute
the "Offer"), we encourage you to carefully consider the information in this
supplemental letter and the attached press release regarding financial results
for the Company's third quarter in deciding whether to tender shares of Class A
Common Stock or Class B Common Stock in the Offer.
A copy of the Company's October 18, 1999 Press Release regarding financial
results for the Company's third quarter ended October 2, 1999, is enclosed. On
October 15, 1999, the price per share for the last trade of Class A Shares on
the Nasdaq National Market was $19 7/8. Any shareholder whose Shares are
purchased in the Offer will not incur the usual transaction costs associated
with open market sales.
The expiration date, proration date and the end of the initial period
during which shareholders have withdrawal rights continues to be November 2,
1999, at 12:00 midnight, Eastern Time, unless extended by the Company.
Manually signed 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
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or Overnight Courier:
Harris Trust and Savings Bank (for Eligible Institutions Only) Harris Trust and Savings Bank
c/o Harris Trust Company of (212) 701-7636 c/o Harris Trust Company of
New York (212) 701-7637 New York
Wall Street Station Receive Window
P.O. Box 1010 Confirm by Telephone: 88 Pine Street, 19th Floor
New York, New York 10268-1010 (212) 701-7624 New York, New York 10005
</TABLE>
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.
[OSHKOSH ADDRESS]
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The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 WATER STREET
NEW YORK, NY 10005
Banks and Brokerage Firms Call Collect:
(212) 425-1685
All Others Call Toll Free:
(888) 246-5358
The Dealer Manager for the Offer is:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000
Sincerely yours,
[DOUGLAS W. HYDE SIG]
Douglas W. Hyde
Chairman and Chief Executive Officer
<PAGE> 3
FOR RELEASE:
5:00 a.m., C.S.T., Monday, October 18, 1999
CONTACT:
David L. Omachinski, Chief Financial Officer
OshKosh B'Gosh, Inc.
920/232-4140
OSHKOSH B'GOSH, INC. ANNOUNCES
THIRD QUARTER 1999 FINANCIAL RESULTS
OSHKOSH, WISCONSIN -- (PR NEWSWIRE) OCTOBER 18, 1999 -- OshKosh B'Gosh,
Inc. (NASDAQNMS-GOSHA) today reported increases in sales and earnings during the
third quarter of 1999. Third quarter net income of $14.7 million was $1.2
million (8.7%) over 1998 third quarter net income of $13.5 million. Third
quarter 1999 diluted earnings per share of $.89 were 27.1% over 1998 third
quarter diluted earnings per share of $.70. Third quarter 1999 net sales were
$140.8 million, a $9.8 million increase (7.5%) over third quarter 1998 net sales
of $131.0 million.
For the first nine months of 1999, the Company's net income of $24.0
million ($1.41 per diluted share) was $2.3 million (10.6%) over net income for
the first nine months of 1998 of $21.7 million ($1.10 per diluted share). Net
sales for the first nine months of 1999 of $325.3 million were $9.4 million
(3.0%) more than the Company's net sales for the first nine months of 1998 of
$315.9 million.
The Company's higher third quarter and year to date 1999 results of
operations are primarily attributable to a combination of the increased net
sales and significantly improved gross profit margins. The Company's domestic
wholesale unit shipments for the three month and nine month periods ended
October 2, 1999 were up 3.5% and 2.0%, respectively, over the corresponding
three month and nine month periods of 1998. In addition, the Company's retail
division continued its positive sales trends with sales gains for the three
month and nine month periods ended October 2, 1999 of 12.8% and 10.1%,
respectively, over the corresponding three month and nine month periods of 1998.
Third quarter and year to date 1999 retail sales gains resulted from a
combination of comparable store sales gains (6.8% for the third quarter and 6.2%
year to date), along with sales volume from stores opened subsequent to October
3, 1998.
Douglas W. Hyde, OshKosh B'Gosh, Inc. chairman, president and C.E.O.,
commented, "We are pleased to report the continued growth in our net income and
earnings per share for the third quarter of 1999. The consumer response to our
fall back-to-school product offering has been excellent, and speaks well to our
ongoing consumer focus."
The Company's third quarter and year to date 1999 gross profit margins have
been favorably impacted by the continued implementation and execution of the
Company's global sourcing strategy.
On October 1, 1999, the Company announced that it's board of directors
approved a dutch auction self tender offer to repurchase up to 4.5 million
shares of the Company's Class A Common Stock and up to 100,000 shares of its
Class B Common Stock. This tender offer provides an opportunity for shareholders
to tender their Class A and/or Class B shares within a range of $18.50 to $21.00
per share. This tender offer expires on Tuesday, November 2, 1999. The Company
believes that its cash and short term investments at October 2, 1999 and
borrowing availability under its new credit agreement which is expected to be
finalized on or before November 2, 1999, along with cash generated from
operations, will be sufficient to finance the offer and the Company's seasonal
working capital needs, as well as its capital expenditures and business
development needs.
<PAGE> 4
The 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 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's
product offering, 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 timeframe which permits on-time shipments, financial strength of
the retail industry, Year 2000 issues, as well as risks associated with foreign
operations. Actual results may differ materially.
Oshkosh B'Gosh, Inc. is best known as a premiere marketer of quality
children's apparel, available in over 80 countries around the world. The Company
is headquartered in Oshkosh, Wisconsin.
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OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 2, JANUARY 2,
1999 1999*
---------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 19,133 $ 14,308
Short-term investments.................................... 485 2,500
Accounts receivable....................................... 39,164 24,008
Inventories............................................... 43,168 65,584
Prepaid expenses & other current assets................... 2,101 862
Deferred income taxes..................................... 15,100 16,700
-------- --------
TOTAL CURRENT ASSETS........................................ 119,151 123,962
Property, plant & equipment................................. 68,072 65,588
Less accumulated depreciation and amortization............ 36,018 33,208
-------- --------
NET PROPERTY, PLANT & EQUIPMENT............................. 32,054 32,380
NON-CURRENT DEFERRED INCOME TAXES........................... 5,000 4,900
OTHER ASSETS................................................ 1,496 1,326
-------- --------
TOTAL ASSETS................................................ $157,701 $162,568
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 3,683 $ 7,638
Accrued expenses.......................................... 47,999 39,448
-------- --------
TOTAL CURRENT LIABILITIES................................... 51,682 47,086
EMPLOYEE BENEFIT PLAN LIABILITIES........................... 13,053 12,465
SHAREHOLDERS' EQUITY
Preferred stock........................................... -- --
Common stock:
Class A................................................ 140 157
Class B................................................ 22 23
Retained earnings......................................... 92,804 102,837
-------- --------
TOTAL SHAREHOLDERS' EQUITY.................................. 92,966 103,017
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $157,701 $162,568
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</TABLE>
* Condensed from audited financial statements.
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OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTH NINE MONTH
PERIOD ENDED PERIOD ENDED
------------------------ ------------------------
OCTOBER 2, OCTOBER 3, OCTOBER 2, OCTOBER 3,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES........................................... $140,831 $131,046 $325,280 $315,869
Cost of products sold............................... 82,892 80,242 192,823 194,900
-------- -------- -------- --------
GROSS PROFIT........................................ 57,939 50,804 132,457 120,969
Selling, general and administrative expenses........ 36,073 30,767 99,047 91,129
Royalty income, net................................. (2,249) (2,446) (5,911) (6,242)
-------- -------- -------- --------
OPERATING INCOME.................................... 24,115 22,483 39,321 36,082
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest expense.................................. (193) (113) (571) (285)
Interest income................................... 212 169 708 666
Miscellaneous..................................... (52) (17) (131) (91)
-------- -------- -------- --------
OTHER INCOME -- NET................................. (33) 39 6 290
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES.......................... 24,082 22,522 39,327 36,372
Income taxes........................................ 9,388 9,008 15,338 14,686
-------- -------- -------- --------
NET INCOME.......................................... $ 14,694 $ 13,514 $ 23,989 $ 21,686
======== ======== ======== ========
NET INCOME PER COMMON SHARE
Basic............................................. $ 0.90 $ 0.71 $ 1.43 $ 1.12
Diluted........................................... $ 0.89 $ 0.70 $ 1.41 $ 1.10
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic............................................. 16,280 18,907 16,825 19,385
Diluted (including share equivalents)............. 16,486 19,228 17,056 19,669
CASH DIVIDENDS PER COMMON SHARE
Class A........................................... $ 0.0500 $ 0.0500 $ 0.1500 $ 0.1200
Class B........................................... $ 0.0425 $ 0.0425 $ 0.1275 $ 0.1025
</TABLE>
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OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTH
PERIOD ENDED
------------------------
OCTOBER 2, OCTOBER 3,
1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period................................. $ 23,989 $ 21,686
Depreciation.............................................. 5,142 5,939
Deferred income taxes..................................... 1,500 800
Items in net income not affecting cash and cash
equivalents............................................ 1,187 1,471
Changes in current assets................................. 6,021 (16,301)
Changes in current liabilities............................ 4,596 3,864
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES................... 42,435 17,459
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment................ (5,604) (9,848)
Proceeds from disposal of assets.......................... 635 224
Sale of short-term investments, net....................... 2,015 8,700
Changes in other assets................................... (616) 67
-------- --------
NET CASH USED IN INVESTING ACTIVITIES....................... (3,570) (857)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings....................... -- 5,450
Dividends paid............................................ (2,488) (2,292)
Net proceeds from issuance of common shares............... 1,165 554
Repurchase of common shares............................... (32,717) (33,009)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES....................... (34,040) (29,297)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ $ 4,825 $(12,695)
======== ========
</TABLE>
