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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): October 1, 1999
Oshkosh B'Gosh, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-13365 39-0519915
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
112 Otter Avenue, Oshkosh, Wisconsin 54901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (920) 231-8800
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ITEM 5. OTHER EVENTS
The press release of OshKosh B'Gosh, Inc. dated October 1, 1999 filed as
Exhibit 99 hereto that discloses a self tender offer for up to 4.5 million
shares of Class A Common Stock and up to 100,000 shares of Class B 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 October 1, 1999
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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: October 1, 1999 By:
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Name: David L. Omachinski
Title: Vice President, Treasurer
and Chief Financial Officer
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OSHKOSH B'GOSH, INC.
Exhibit Index to Current Report on Form 8-K
Dated October 1, 1999
Exhibit Number Exhibit Page
99 Press release dated October 1, 1999
of OshKosh B'Gosh, Inc.
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FOR RELEASE:
6:00 A.M., C.S.T., Friday, October 1, 1999
CONTACT:
David L. Omachinski
OshKosh B'Gosh, Inc.
920/232-4140
OSHKOSH B'GOSH, INC. ANNOUNCES SELF-TENDER FOR UP TO 4.5 MILLION
SHARES OF CLASS A COMMON STOCK AND UP TO 100,000 SHARES OF CLASS
B COMMON STOCK
OSHKOSH, WISCONSIN-(PR NEWSWIRE) OCTOBER 1, 1999 -- OshKosh B'Gosh, Inc. (Nasdaq
OTC: GOSHA), a Delaware corporation, announced today that its board of directors
has authorized the Company to repurchase shares of its common stock pursuant to
a "dutch auction" self-tender offer. The self-tender will be for 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. The tender offer price will be determined separately
for each class and will range from $18.50 to $21.00 per share in cash, subject
to market and other customary conditions. The tender offer is expected to
commence on Monday, October 4, 1999, and expire at 12:00 Midnight, Eastern Time,
on Tuesday, November 2, 1999, unless extended. On September 30, 1999, OshKosh
Class A Common Stock was last traded at $15 31/32.
The tender offer will be subject to various terms and conditions described in
the tender offer materials to be distributed to shareholders. 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 Class A
Purchase Price that enables it to purchase up to 4.5 million Class A Shares from
those shareholders who agreed to sell at or below the selected Class A Purchase
Price, and a final Class B Purchase Price that enables it to purchase up to
100,000 Class B Shares from those shareholders who agreed to sell at or below
the selected Class B Purchase Price. All shares of either class that are
purchased will be purchased at the determined price for that class. If more than
4.5 million Class A Shares are tendered at or below the Class A Purchase Price
or more than 100,000 Class B Shares are tendered at or below the Class B
Purchase Price, there will be a proration for the applicable class unless
OshKosh elects (in its sole discretion) to purchase the excess.
The Offer is not contingent upon any minimum number of shares being tendered. As
of September 30, 1999, OshKosh had 14,022,481 shares of Class A Common Stock and
2,248,218 shares of Class B Common Stock outstanding. The Class A Common Stock
is listed on the Nasdaq National Market under the symbol "GOSHA." The Class B
Common Stock is not listed or traded on any exchange. The Class B Common Stock
is convertible into Class A Common Stock on a share for share basis at the
shareholder's option. The Company intends to finance the tender offer primarily
through borrowings under a new loan agreement and, to a lesser extent, with
available cash from the Company's operations.
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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, commented, "We
believe that from a financial and capital structure perspective, using available
cash and leveraging our balance sheet to repurchase our shares will result in a
more efficient capital structure for the Company and is consistent with our
long-term goal of increasing shareholder value. Moving forward, we remain
committed to our consumer driven strategy of a strong focus on innovative
product design, further development and execution of our sourcing strategy and
exploring further brand extension possibilities."
Goldman, Sachs & Co. will serve as the dealer manager for the tender offer.
D. F. King & Co., Inc. will serve as the information agent.
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