-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8v8bVreYpDQi2TrEClfjBTidKX1e27jYAVYvqUv5CojcySKeZtR+5m0FpNDSoz/ FEZoK+pLJ6TUeJ0XwfU7Ow== 0000950131-01-501104.txt : 20010504 0000950131-01-501104.hdr.sgml : 20010504 ACCESSION NUMBER: 0000950131-01-501104 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOWRANCE ELECTRONICS INC CENTRAL INDEX KEY: 0000804073 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 440624411 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-41519 FILM NUMBER: 1621166 BUSINESS ADDRESS: STREET 1: 12000 E SKELLY DR CITY: TULSA STATE: OK ZIP: 74128 BUSINESS PHONE: 9184376881 MAIL ADDRESS: STREET 1: 12000 E SKELLY DRIVE CITY: TULSA STATE: OK ZIP: 74128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COBRA ELECTRONICS CORP CENTRAL INDEX KEY: 0000030828 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 362479991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 6460 W CORTLAND ST CITY: CHICAGO STATE: IL ZIP: 60635 BUSINESS PHONE: 3128898870 MAIL ADDRESS: STREET 1: 6460 W CORTLAND ST CITY: CHICAGO STATE: IL ZIP: 60635 SC TO-T/A 1 dsctota.txt AMENDMENT # 7 TO SC TO-T = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - - - - - - - - - - SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1) OR SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) - - - - - - - - - - LOWRANCE ELECTRONICS, INC. (Name of Subject Company (Issuer)) BLUE MARLIN, INC. COBRA ELECTRONICS CORPORATION (Names of Filing Persons (Offerors)) - - - - - - - - - - COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) - - - - - - - - - - 548900 10 (CUSIP Number of Class of Securities) - - - - - - - - - - Gerald M. Laures Vice President - Finance, and Corporate Secretary Cobra Electronics Corporation 6500 W. Cortland Street Chicago, IL 60707 Telephone: (773) 889-8870 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Pran Jha Sidley & Austin Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 __________________________________________________ [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ X ] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ X ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = SCHEDULE 13D CUSIP No. 54890010 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: Cobra Electronics Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 36-2479991 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [x] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH -0-* REPORTING ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0-* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *The Stockholders Agreements, which provided certain rights to the Reporting Person, terminated pursuant to their terms as of May 2, 2001. SCHEDULE 13D CUSIP No. 54890010 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: Blue Marlin, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 36-4413162 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [x] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH -0-* REPORTING ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0-* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *The Stockholders Agreements, which provided certain rights to the Reporting Person, terminated pursuant to their terms as of May 2, 2001. This Amendment No. 7 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed by Blue Marlin, Inc., a Delaware corporation ("Purchaser"), and Cobra Electronics Corporation, a Delaware corporation ("Parent"), on January 16, 2001 (as previously amended, the "Schedule TO"), relating to the offer to purchase all issued and outstanding shares of common stock, par value $.10 per share (the "Shares"), of Lowrance Electronics, Inc., a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 16, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, as supplemented or amended from time to time, constitute the "Offer"). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase. This Amendment also amends and supplements the Schedule 13D of Parent and Purchaser originally filed on February 5, 2001. Item 1 through Item 11. Item 1 through Item 11 of the Schedule TO are hereby amended and supplemented by adding the following thereto: On May 2, 2001, Parent issued a press release announcing that the Offer and the Merger Agreement were terminated. The press release is filed as an exhibit hereto and incorporated herein by reference. Purchaser has instructed the Depositary for the Offer to return promptly all Shares tendered to date and not previously withdrawn. Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto: (a)(1)(N) Text of press release issued by Parent dated May 2, 2001. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. COBRA ELECTRONICS CORPORATION By: /s/ James R. Bazet ------------------------------ Name: James R. Bazet Title: President and Chief Executive Officer BLUE MARLIN, INC. By: /s/ James R. Bazet ------------------------------- Name: James R. Bazet Title: President Date: May 3, 2001 5 EXHIBIT INDEX Exhibit No. Description - --- ----------- (a)(1)(N) Text of press release issued by Parent dated May 2, 2001 6 EX-99.(A)(1)(N) 2 dex99a1n.txt PRESS RELEASE DATED MAY 2, 2001 Exhibit (a)(1)(N) Investor Contact: Michael Smith Senior Vice President and Chief Financial Officer Cobra Electronics Corporation 773-804-6281 msmith@cobraelec.com -------------------- Media Contact: Larry Larsen Fleishman-Hillard 312-751-3617 larsenl@fleishman.com --------------------- COBRA ELECTRONICS TERMINATES ACQUISITION OF LOWRANCE ELECTRONICS CHICAGO, IL, May 2, 2001 - Cobra Electronics Corporation (Nasdaq: COBR), a leading global manufacturer of two-way mobile communications products, today announced that it has terminated its tender offer for all of the outstanding shares of Lowrance Electronics, Inc. (Nasdaq: LEIX) and the related Agreement and Plan of Merger between Cobra and Lowrance. The tender offer had been scheduled to expire at midnight, New York City time, on Friday, May 4, 2001. In a letter to Lowrance's Chairman and Chief Executive Officer Darrell Lowrance, Cobra's President and Chief Executive Officer Jim Bazet cited, among other things, a material adverse change in Lowrance's net sales and earnings relative to financial projections provided to Cobra as the reason for Cobra's decision. "As a result of ... variances from financial projections, Cobra has concluded that, under the terms of the Merger Agreement, there has been a material adverse change with respect to Lowrance. The existence of a material adverse change constitutes a failure to satisfy the conditions of our tender offer for shares of Lowrance common stock. Consequently, Cobra is terminating its tender offer. " (Dated May 2, 2001). "After we announced our intention to reduce the offer price, we had hoped to be able to move forward with the transaction. We were disappointed when Lowrance informed us after our announcement that they had missed their revised net sales projections for April by a significant amount," said Bazet. "Based on Lowrance's results, we have determined that the transaction is not viable, even at the reduced offer price of $7.50 per share. Our decision is in the best interests of our company and its shareholders." 1 About Cobra Electronics Forbes named Cobra Electronics Corporation (Nasdaq: COBR) to its list of "200 Best Small Companies in America" in 2000. Cobra is a leading global manufacturer of two-way mobile communications products, holding the number one or strong number two position in every major market in which it does business. The Family Radio Service (FRS) business is one of the fastest growing segments of two-way mobile communications, and Cobra is a leading FRS player in the U.S., Canada and Europe. Cobra has a 40-year track record of innovation and award- winning products, and leads the industry in developing technology applications that anticipate market demand. To learn more about Cobra and its products, please visit the Cobra site at http://www.cobraelectronics.com. #### 2 -----END PRIVACY-ENHANCED MESSAGE-----