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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
September 7, 2000
Date of Report
LOWRANCE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15240 44-0624411
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
12000 East Skelly Drive Tulsa, Oklahoma 74128 (Address of principal executive
offices and zip code)
(918) 447-6881
(Registrant's telephone number, including area code)
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Form 8-K
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Item 5. Other Events.
The following table presents the current principal stockholder information.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of September 7, 2000, the number and
percentages of outstanding shares of the Common Stock beneficially owned by all
persons known by the Company to own more than 5% of the Company's Common Stock,
by each director and nominee for director of the Company, and by all officers
and directors of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership of Shares
---------------------- --------------------- -----------
<S> <C> <C>
Darrell J. Lowrance (1) 1,907,423 (2) 50.6%
12000 East Skelly Drive
Tulsa, OK 74128-2486
Willard P. Britton (1) 14,653 *
1571 Breakwater Terrace Direct
Hollywood, FL 33019
Ronald G. Weber (1) 71,745 (3) 1.9%
12000 East Skelly Drive
Tulsa, OK 74128-2486
Peter F. Foley, III (1) 54,183 1.4%
Boone Bait Company Direct
1501 Minnesota Avenue
Winter Park, FL 32790
Estate of James L. Knight 350,628 9.3%
c/o Northern Trust Bank of Direct
Florida, N.A.
700 Brickell Avenue
Miami, FL 33131-2881
Don C. Whitaker 296,900 (4) 7.9%
23 Beechwood
Irvine, CA 72604
All directors and 2,048,104 (5) 54.3%
officers as a group
(including those listed
above, five persons
total)
</TABLE>
* One-half of one percent or less
(1) Director
(2) Includes 180,500 shares held indirectly in an individual retirement
account with Mr. Lowrance having the sole voting and investment power,
143,908 shares held of record by the Trustees of the Lowrance
1
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Savings Plan and Trust for Mr. Lowrance, who is entitled to vote such
shares and 3,725 owned indirectly by an immediate family member.
(3) Includes 33,000 shares held of record by the Trustees of the Lowrance
Savings Plan and Trust for Mr. Weber, who is entitled to vote such
shares.
(4) Includes 25,000 held indirectly by Don C. Whitaker, Inc. Don C.
Whitaker is the President of Don C. Whitaker, Inc. Also includes
15,800 shares held by an immediate family member.
(5) All voting securities owned by officers and directors are owned
directly except for 361,133 shares.
Darrell J. Lowrance and James L. Knight (deceased) entered into a
Shareholders' Agreement dated December 22, 1978, which provides that, except for
sales in a public offering, neither party may sell his Common Stock without
offering the Company the right of first refusal at the same price offered by a
third party, payable in eight equal annual payments, including annual interest
at 8%. If the Company does not exercise the right of first refusal and purchase
the Common Stock, then the other individual party has the right to purchase such
stock at the same price and under the same payment terms. On October 8, 1986, a
First Amendment to the Shareholders' Agreement was entered into between Messrs.
Knight and Lowrance which allowed them, after the initial public offering of the
Company's stock in 1986 to sell their Common Stock in the public market pursuant
to Rule 144 and permits charitable donations of their Common Stock within
certain limits as to the total number of shares which may be donated to one
charitable institution without first offering such stock to the Company or the
other party. The right of first refusal terminates only when either (a) Mr.
Lowrance's stock ownership in the Company is less than 15% of the Company's
outstanding stock, or (b) Mr. Knight's stock ownership in the Company is less
than 10% of the Company's outstanding stock, exclusive of any stock donated by
either of them to a charitable institution. Additionally, Messrs. Lowrance and
Knight entered into an Agreement on October 8, 1986, with the Company whereby
they agreed not to sell any of their shares of Common Stock privately, except as
permitted under the First Amendment to Shareholders' Agreement.
As of September 7, 2000, 840,460 shares of Common Stock were sold in the
public market by the Estate of James L. Knight pursuant to Rule 144 since May of
1992 when the Estate first elected to sell stock owned by the Estate as
permitted by the Agreement and First Amendment to Shareholders' Agreement and as
allowed under Rule 144. Additionally, in May 1993, 68,966 shares of common
stock were sold by the Estate of James L. Knight to the Company and retired and
34,483 shares were sold by the Estate of James L. Knight directly to Mr.
Lowrance. Except for the sales made by the Estate of James L. Knight pursuant
to Rule 144 and the sales made by the Estate of James L. Knight to the Company
and Mr. Lowrance, neither Mr. Knight nor Mr. Lowrance has sold nor made a gift
of any stock in the Company pursuant to the aforementioned Agreement and First
Amendment to Shareholders' Agreement.
SIGNATURE
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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.
LOWRANCE ELECTRONICS, INC.
Date: September 15, 2000 By: /s/ Douglas J. Townsdin
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Douglas J. Townsdin
Vice President of Finance and CFO
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