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United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
January 8, 2001 (January 4, 2001)
LOWRANCE ELECTRONICS, INC.
(Exact name of registrant as
specified in its charter)
DELAWARE 0-15240 44-0624411
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
12000 EAST SKELLY DRIVE
TULSA, OKLAHOMA 74128
(Address of principal executive offices and zip code)
918-437-6881
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Lowrance Electronics, Inc. (the "Company") has entered into an Agreement
and Plan of Merger (the "Merger Agreement") dated as of January 4, 2001, among
the Company, Cobra Electronics Corporation, a Delaware corporation ("Parent"),
and Blue Marlin, Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Sub"). The Merger Agreement contemplates, among other things, that,
subject to the terms and conditions set forth in the Merger Agreement, Parent
and Sub will commence a cash tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's common stock, par value $0.10 per share (the
"Shares"), at a price of $8.25 per Share, net to the seller in cash, without
interest thereon. The Offer will be subject to certain conditions, including
the conditions that (i) at the expiration of the Offer there shall have been
validly tendered and not withdrawn a number of Shares which constitutes at least
63 1/3 percent of the Shares that in the aggregate are outstanding determined on
a fully diluted basis, (ii) any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, shall have expired or been
terminated prior to the expiration date of the Offer, and (iii) Parent shall
have received the proceeds of debt financing in an amount necessary to
consummate the transactions contemplated by the Merger Agreement on terms
satisfactory to Parent in its sole discretion. The Merger Agreement provides
that if the Offer is consummated pursuant to its terms, Sub will, on the terms
and subject to the conditions set forth in the Merger Agreement, thereafter be
merged (the "Merger") with and into the Company, with the Company as the
surviving corporation in the merger. At the effective time of the Merger, each
outstanding Share, other than the Shares owned by Parent or the Sub, will be
converted (except for Shares owned by any holder who properly demands appraisal
rights) into the right to receive $8.25 in cash.
The foregoing discussion is only a summary and is qualified in its entirety
by reference to the Merger Agreement and the press release filed as exhibits
hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
B. PRO FORMA FINANCIAL INFORMATION.
Not applicable.
C. EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger, dated as of January 4,
2001, among Cobra Electronics Corporation, Blue Marlin,
Inc. and Lowrance Electronics, Inc.
Exhibit 99.1 Press Release, dated January 5, 2001, relating to the
tender offer by Cobra Electronics Corporation
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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 hereunto duly authorized.
LOWRANCE ELECTRONICS, INC.
Dated: January 8, 2001 By: /s/ Douglas J. Townsdin
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Douglas J. Townsdin
Vice President of Finance and CFO
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