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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1998
REGISTRATION NO. 333-47327
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GERBER CHILDRENSWEAR, INC.*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1624764 2300
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER (PRIMARY STANDARD INDUSTRIAL
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) CLASSIFICATION CODE NUMBER)
7005 PELHAM ROAD
SUITE D
GREENVILLE, SC 29615
TELEPHONE: (864) 987-5200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MR. EDWARD KITTREDGE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
GERBER CHILDRENSWEAR, INC.
7005 PELHAM ROAD
SUITE D
GREENVILLE, SC 29615
TELEPHONE: (864) 987-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
LANCE C. BALK, ESQ. VALERIE FORD JACOB, ESQ.
KIRKLAND & ELLIS FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
153 EAST 53RD STREET ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10022 NEW YORK, NY 10004
TELEPHONE:(212) 446-4800 TELEPHONE: (212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
=======================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
share.......................... $62,100,000 $18,319.50
=======================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraph (o) of Rule 457 of the Securities Act.
(2) The registration fee was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
*Registrant's name is GCIH, Inc. and will be changed to Gerber Childrenswear,
Inc. in connection with the consummation of the Offering and other transactions
contemplated hereby including the merger of Gerber Childrens-wear, Inc. into
GCIH, Inc., the amendment and restatement of the Company's Certificate of
Incorporation and the exchange of GCIH, Inc. stock (each as described on page
59 of the Prospectus).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered other than underwriting
compensation:
SEC registration fee........................................ $18,319.50
NASD filing fee............................................. 6,710.00
New York Stock Exchange original listing fee................ 92,685
Blue sky fees and expenses (including attorneys' fees and
expenses)................................................. 5,000
Printing and engraving expenses............................. 200,000
Transfer agent's fees and expenses.......................... 3,500
Accounting fees and expenses................................ 300,000
Legal fees and expenses..................................... 300,000
Miscellaneous expenses...................................... 73,785.50
----------
Total.................................................. $1,000,000
==========
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* To be provided by amendment.
All amounts are estimated except for the SEC registration fee and the NASD
filing fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any person who is, or
is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any person who is, or is threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Company's Certificate of Incorporation provides for the indemnification
of directors and officers of the Company to the fullest extent permitted by
Section 145.
In that regard, the Certificate of Incorporation provides that the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director or officer of such corporation, or is or was
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serving at the request of such corporation as a director, officer or member of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification in
connection with an action or suit by or in the right of such corporation to
procure a judgment in its favor is limited to payment of settlement of such an
action or suit except that no such indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
indemnifying corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in consideration of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Over the past three years, the Company sold shares of its capital stock as
follows in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, or Rule 701 pursuant to Section
3(b) of the Securities Act.
SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Series A Preferred Stock of GCIH were sold to the following
persons on the following dates. Such shares were converted immediately prior to
the Offering into either (a) shares of Common Stock or (b) the right to receive
cash, in each case pursuant to the Merger described herein. See "Certain
Relationships and Related Transactions--The Reorganization."
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
January 22, 1996 Citicorp Venture Capital, Ltd. 86,974.5 $8,697,446.50
January 22, 1996 CCT III, L.P. 15,348.4 $1,534,843.50
January 22, 1996 Richard M. Cashin 3,327.5 $ 332,746.50
January 22, 1996 Natasha Partnership 2,774.4 $ 277,439.30
January 22, 1996 David Thomas 2,774.4 $ 277,439.30
January 22, 1996 Thomas McWilliams 950.7 $ 95,070.50
January 22, 1996 John Weber 475.4 $ 47,535.30
January 22, 1996 Byron L. Knief 237.7 $ 23,767.60
January 22, 1996 Michael A. Delaney 237.7 $ 23,767.60
January 22, 1996 David Y. Howe 237.7 $ 23,767.60
January 22, 1996 M. Saleem Muqaddam 190.1 $ 19,014.20
January 22, 1996 Charles E. Corpening 95.1 $ 9,507.00
January 22, 1996 Richard Solar 1,188.4 $ 118,838.10
January 22, 1996 Edward Kittredge 1,188.4 $ 118,838.10
January 22, 1996 David Jones 950.7(1) $ 95,070.40
January 22, 1996 David Uren 451.6 $ 45,158.50
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(1) Repurchased by the Company on February 11, 1997.
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CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Class A Common Stock of GCIH were sold to the following persons
on the following dates. Such shares were converted into Common Stock immediately
prior to the Offering pursuant to the Merger described herein. See "Certain
Relationships and Related Transactions--Reorganization."
AGGREGATE
NUMBER PURCHASE
DATE NAME OF SHARES PRICE
---- ---- --------- -----------
January 22, 1996 Citicorp Venture Capital, Ltd. 523,476.0(2) $523,476.00
January 22, 1996 CCT III, L.P. 79,584.0 $ 79,584.00
January 22, 1996 Richard M. Cashin 17,253.5 $ 17,253.50
January 22, 1996 63 BR Partnership 14,385.7 $ 14,385.70
January 22, 1996 David Thomas 14,385.7 $ 14,385.70
January 22, 1996 Alchemy, L.P. 4,929.5 $ 4,929.50
January 22, 1996 John Weber 2,464.7 $ 2,464.70
January 22, 1996 Byron L. Knief 1,232.4 $ 1,232.40
January 22, 1996 Michael A. Delaney 1,232.4 $ 1,232.40
January 22, 1996 David Y. Howe 1,232.4 $ 1,232.40
January 22, 1996 M. Saleem Muqaddam 985.8 $ 985.80
January 22, 1996 Charles E. Corpening 493.0 $ 493.00
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(2) The Company repurchased (a) 23,500 of such shares on February 11, 1997 for
$1.00 per share, or an aggregate consideration of $23,500 and (b)50,826.8
of such shares on September 30, 1997 at a price of $1.00 for an aggregate
consideration of $50,826.80. Such repurchased shares were canceled but
reissued in the form of Class B Common Stock of GCIH.
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Class B Common of GCIH were sold to the following persons on the
following dates. Such shares were converted into shares of Common Stock
immediately prior to the Offering, pursuant to the Merger described herein. See
"Certain Relationships and Related Transactions--Reorganization."
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
January 22, 1996 Richard Solar 23,661.9 $ 23,661.90
January 22, 1996 Edward Kittredge 76,161.9 $ 27,161.90
January 22, 1996 David Jones 29,929.6(3) $ 29,929.60
January 22, 1996 David Uren 14,841.5 $ 14,841.50
February 11, 1997 Joseph Medalie 2,500 $ 2,500.00
February 28, 1997 Gerardo M. Arce 250 $ 250.00
February 28, 1997 Larry L. Bateman 500 $ 500.00
February 28, 1997 Charles W. Berry 500 $ 500.00
February 28, 1997 Ronald C. Boone 500 $ 500.00
February 28, 1997 Harvey Burak 1,000 $ 1,000.00
February 28, 1997 Ray Jefferson Caplenor 1,500(4) $ 1,500.00
February 28, 1997 LeeAnn Carroll 500 $ 500.00
February 28, 1997 Jay R. Cope 250 $ 250.00
February 28, 1997 Robert L. Gall 1,000 $ 1,000.00
February 28, 1997 George J. Boltz 250 $ 250.00
February 28, 1997 Bobbie C. Greene 250 $ 250.00
February 28, 1997 David R. Hamilton 250 $ 250.00
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NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
February 28, 1997 Kenneth R. Heatter 250 $ 250.00
February 28, 1997 Earle R. Keaton, Jr. 500 $ 500.00
February 28, 1997 Douglas E. Klein 250 $ 250.00
February 28, 1997 Christine R. Lanigan 1,000 $ 1,000.00
February 28, 1997 Angela C. Lombardi 1,000 $ 1,000.00
February 28, 1997 Raymond R. McManus 750 $ 750.00
February 28, 1997 Jacqueline D. McNulty 750 $ 750.00
February 28, 1997 Jeffrey Mintz 500 $ 500.00
February 28, 1997 Deanna L. Parris 250 $ 250.00
February 28, 1997 John Larry Pelt 250 $ 250.00
February 28, 1997 David C. Pittman 250 $ 250.00
February 28, 1997 James B. Robertson 250 $ 250.00
February 28, 1997 Marvin E. Roberts 250 $ 250.00
February 28, 1997 Jeanne E. Scannell 1,000 $ 1,000.00
February 28, 1997 Eugene L. Scarpa 500 $ 500.00
February 28, 1997 Lee M. Schaeffer 1,500 $ 1,500.00
February 28, 1997 Dwight Smith 500 $ 500.00
February 28, 1997 Dale F. Tarlow 1,000 $ 1,000.00
February 28, 1997 John M. Temple 1,000(5) $ 1,000.00
February 28, 1997 Philip V. Todaro 1,000 $ 1,000.00
February 28, 1997 Holly H. Waddell 250 $ 250.00
February 28, 1997 Deidre A. Wahlberg 500 $ 500.00
February 28, 1997 Ralph L. Wheeler 250 $ 250.00
February 28, 1997 Philip R. Whitaker 500 $ 500.00
July 25, 1997 Raymond McManus 250 $ 250.00
July 25, 1997 Robert L. Gall 250 $ 250.00
July 25, 1997 David G. Phillips 250 $ 250.00
September 30, 1997 Susan M. Vander Molen 250 $ 250.00
September 30, 1997 Richard Solar 7,500 $ 7,500.00
November 24, 1997 Edward Kittredge 20,000 $ 20,000.00
November 26, 1997 Robert P. Robertson 1,000 $ 1,000.00
November 26, 1997 David Hamilton 250 $ 250.00
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(3) Such shares were repurchased by the Company on February 11, 1997.
(4) Such shares were repurchased by the Company on January 15, 1998.
(5) Such shares were repurchased by the Company on September 20, 1997.
CLASS C COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Shares of Class C Common of GCIH were sold to the following person on the
following date. Such shares were converted into shares of Common Stock
immediately prior to the Offering, pursuant to the Merger described herein. See
"Certain Relationships and Related Transactions -- Reorganization."
NUMBER AGGREGATE
DATE NAME OF SHARES PURCHASE PRICE
---- ---- --------- --------------
January 22, 1996 Lawrence R. Glenn 2,500 $ 2,500.00
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CLASS D COMMON STOCK, PAR VALUE $0.01 PER SHARE.
No shares of such class have been issued. Warrants to purchase 191,250
shares of Class D Common Stock were issued to CMP on January 22, 1996 in
connection with the issuance of senior subordinated indebtedness of the Company
to CMP, for an aggregate consideration of $189,337.50. Such warrants were
converted into warrants to purchase Class B Common Stock of the Company,
immediately prior to the Offering, pursuant to the Merger described herein. See
"Certain Relationships and Related Transactions--Reorganization."
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
NUMBER DESCRIPTION
- ------- -----------
1.1+ Form of Purchase Agreement.
3.1+ Form of Amended and Restated Certificate of Incorporation of
the registrant.
3.2+ Form of Amended and Restated Bylaws of the registrant.
4.1+ Form of certificate representing shares of Common Stock,
$0.01 par value per share.
4.2+ Credit Agreement by and among GCIH, Auburn, GCI, the
domestic subsidiaries of the same and various lending
institutions dated as of December 17, 1997.
4.3+ First Amendment to Credit Agreement by and among GCIH,
Auburn, GCI, the domestic subsidiaries of the same and
various lending institutions dated as of April 3, 1998.
4.4+ Second Amendment to Credit Agreement by and among GCIH,
Auburn, GCI, the domestic subsidiaries of the same and
various lending institutions dated as of June 4, 1998.
5.1+ Opinion and consent of Kirkland & Ellis.
10.1+ Stock Purchase Agreement by and between GPC and GCIH dated
as of December 14, 1995.
10.2+ Form of Executive Stock Purchase Agreement between GCIH and
certain of its Executives, each dated January 22, 1996.
10.3+ Form of Manager Securities Purchase Agreement between GCIH
and certain of its Managers.
10.4+ Securities Purchase Agreement by and between GCIH and CVC,
dated as of January 22, 1996.
10.5+ Form of Director Stock Purchase Agreement between GCIH and
certain of its directors.
10.6+ Amended and Restated Registration Rights Agreement by and
between GCIH, Citicorp Venture Capital, Ltd., and other
stockholders of GCIH, dated as of June 5, 1998.
10.7+ Stock Purchase Agreement by and among GCIH, James P.
Manning, Eileen Manning and Certain Charitable Remainder
Trusts dated as of November 12, 1997.
10.8+ Share Purchase Agreement by and among GCIH, James P. Manning
and Eileen Manning dated as of December 16, 1997.
10.9+ Amended and Restated Senior Subordinated Credit Agreement
dated as of December 17, 1997 by and among GCIH, GCI, CMP
and others.
10.10+ Subordination and Intercreditor Agreement by and among
Nationsbank, CMP, GCI and others dated as of December 17,
1997.
10.11+ 12% Junior Subordinated Note in the face amount of
$11,000,000, issued by GCIH to GPC as of December 29, 1997.
10.12+ License Agreement by and between Warner Bros. Division of
Time Warner Entertainment Company, L.P. and GCI dated as of
March 12, 1998.
10.13** License Agreement by and between GPC and GCI dated as of
January 22, 1996.
10.14+ License Agreement among The Kendall Company, GPC, and Soft
Care Apparel, Inc. (n/k/a GCI), dated as of July 31, 1986,
as amended pursuant to that certain Letter Agreement dated
January 19, 1996 by and among The Kendall Company, GPC, GCI
and GCIH.
10.15+ Trademark License Agreement between Auburn and Wilson
Sporting Goods Co. dated April 29, 1997; as sublicensed to
Sport Socks Ireland as of October 1, 1997, effective as of
January 1, 1998; as amended as of December 5, 1997.
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NUMBER DESCRIPTION
- ------- -----------
10.16+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Zona Franca
Industrial La Romana (Sewing, Packaging).
10.17+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Altos
Buvillaverde.
10.18+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Altos
Buvillaverde.
10.19+ Lease Amendment by and between GCI and the Industrial
Development Board of the City of Evergreen, Alabama, dated
as of August 28, 1997, and assignment and assumption
agreement and resolution of the Industrial Development Board
dated as of the same date.
10.20+ Lease Agreement between GCI and Highland Properties, LLC
dated as of November 25, 1996, and amendments thereto, for
the lease of the Greenville facility.
10.21+ Severance Agreement by and between GPC, GCI and David E.
Uren, dated as of March 18, 1995.
10.22 Form of Amendment No. 1 to the Executive Stock Purchase
Agreement.
21.1+ Subsidiaries of the registrant.
23.1+ Consent of Ernst & Young LLP
23.2+ Consent of J.C. Holland & Co., PSC
23.3+ Consent of Price Waterhouse
23.4+ Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.5+ Consent of The NPD Group, Inc.
24.1+ Powers of Attorney (included in signature page).
27.1+ Financial Data Schedule.
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* To be filed by amendment.
** The Company has requested confidential treatment with respect to certain
provisions of this Exhibit from the Commission.
+ Previously filed.
(b) Financial Statement Schedules:
The following financial statement schedule for GCIH, Inc. is included in
this Registration Statement:
Schedule II -- Supplemental Schedule of Valuation and Qualifying Accounts
The following financial statement schedule for Gerber Childrenswear, Inc.
is included in this Registration Statement:
Schedule II -- Supplemental Schedule of Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions, are inapplicable or not material, or the information called for
thereby is otherwise included in the financial statements and therefore have
been omitted.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a posteffective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraph (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the Offering of such securities at that time shall be deemed
to be the initial bona fide Offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.
In addition, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the Offering of such securities
at that time shall be deemed to be the initial bona fide Offering thereof.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the Offering of such securities at that
time shall be deemed to be the initial bona fide Offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on June 10, 1998.
GERBER CHILDRENSWEAR, INC.
By: /s/ RICHARD L. SOLAR
------------------------------------
Name: Richard L. Solar
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 10, 1998, by, or on behalf of,
the following persons in the capacities indicated with respect to Gerber
Childrenswear, Inc.:
SIGNATURE CAPACITY
--------- --------
* Chairman of the Board, President and Chief
- -------------------------------------------------------- Executive Officer (Principal Executive
Edward Kittredge Officer)
* Senior Vice President, Assistant Secretary
- -------------------------------------------------------- and Director (Principal Financial Officer)
Richard L. Solar
* Vice President of Finance, Secretary and
- -------------------------------------------------------- Treasurer (Principal Accounting Officer)
David E. Uren
* Director
- --------------------------------------------------------
Richard Cashin
* Director
- --------------------------------------------------------
Lawrence R. Glenn
* Director
- --------------------------------------------------------
Joseph Medalie
* Director
- --------------------------------------------------------
John D. Weber
*By: /s/ RICHARD L. SOLAR
----------------------------------------------------
Attorney-in-Fact
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SCHEDULE II
GCIH, INC.
SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------- ---------- ---------- ---------- ----------
Year ended December 31, 1997:
Allowance for doubtful accounts............... $ 1,798 $ 5,113 $4,401(1) $ 2,510
Period ended December 31, 1996:
Allowance for doubtful accounts............... -- 3,683 1,885(1) 1,798
- ---------------
(1) Allowances, uncollected amounts and credit balances written off against
reserve, net of recoveries.
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SCHEDULE II
GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY")
SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
CHARGED
BALANCE AT TO COST BALANCE AT
BEGINNING AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------- ----------- -------- ---------- ----------
Year ended December 31, 1995:
Allowance for doubtful accounts................ $ 3,755 $ 2,203 $ 3,358(1) $ 2,600
- ---------------
(1) Allowances, uncollected amounts and credit balances written off against
reserve, net of recoveries.
12
EXHIBIT INDEX
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
SEQUENTIALLY
NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
1.1 + Form of Purchase Agreement.
3.1 + Form of Amended and Restated Certificate of Incorporation of
the registrant.
3.2 + Form of Amended and Restated Bylaws of the registrant.
4.1 + Form of certificate representing shares of Common Stock,
$0.01 par value per share.
4.2 + Credit Agreement by and among GCIH, Auburn, GCI, the
domestic subsidiaries of the same and various lending
institutions dated as of December 17, 1997.
4.3 + First Amendment to Credit Agreement by and among GCIH,
Auburn, GCI, the domestic subsidiaries of the same and
various lending institutions dated as of April 3, 1998.
4.4 + Second Amendment to Credit Agreement by and among GCIH,
Auburn, GCI, the domestic subsidiaries of the same and
various lending institutions dated as of June 4, 1998.
5.1 + Opinion and consent of Kirkland & Ellis.
10.1 + Stock Purchase Agreement by and between GPC and GCIH dated
as of December 14, 1995.
10.2 + Form of Executive Stock Purchase Agreement between GCIH and
certain of its Executives, each dated January 22, 1996.
10.3 + Form of Manager Securities Purchase Agreement between GCIH
and certain of its Managers.
10.4 + Securities Purchase Agreement by and between GCIH and CVC,
dated as of January 22, 1996.
10.5 + Form of Director Stock Purchase Agreement between GCIH and
certain of its directors.
10.6 + Amended and Restated Registration Rights Agreement by and
between GCIH, Citicorp Venture Capital, Ltd., and other
stockholders of GCIH, dated as of June 5, 1998.
10.7 + Stock Purchase Agreement by and among GCIH, James P.
Manning, Eileen Manning and Certain Charitable Remainder
Trusts dated as of November 12, 1997.
10.8 + Share Purchase Agreement by and among GCIH, James P. Manning
and Eileen Manning dated as of December 16, 1997.
10.9 + Amended and Restated Senior Subordinated Credit Agreement
dated as of December 17, 1997 by and among GCIH, GCI, CMP
and others.
10.10+ Subordination and Intercreditor Agreement by and among
Nationsbank, CMP, GCI and others dated as of December 17,
1997.
10.11+ 12% Junior Subordinated Note in the face amount of
$11,000,000, issued by GCIH to GPC as of December 29, 1997.
10.12+ License Agreement by and between Warner Bros. Division of
Time Warner Entertainment Company, L.P. and GCI dated as of
March 12, 1998.
10.13** License Agreement by and between GPC and GCI dated as of
January 22, 1996.
13
SEQUENTIALLY
NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
10.14+ License Agreement among The Kendall Company, GPC, and Soft
Care Apparel, Inc. (n/k/a GCI), dated as of July 31, 1986,
as amended pursuant to that certain Letter Agreement dated
January 19, 1996 by and among The Kendall Company, GPC, GCI
and GCIH.
10.15+ Trademark License Agreement between Auburn and Wilson
Sporting Goods Co. dated April 29, 1997; as sublicensed to
Sport Socks Ireland as of October 1, 1997, effective as of
January 1, 1998; as amended as of December 5, 1997.
10.16+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Zona Franca
Industrial La Romana (Sewing, Packaging).
10.17+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Altos
Buvillaverde.
10.18+ Lease Agreement by and between GCI and Operadora Zona Franca
De La Romana, S.A. for property located at Altos
Buvillaverde.
10.19+ Lease Amendment by and between GCI and the Industrial
Development Board of the City of Evergreen, Alabama, dated
as of August 28, 1997, and assignment and assumption
agreement and resolution of the Industrial Development Board
dated as of the same date.
10.20+ Lease Agreement between GCI and Highland Properties, LLC
dated as of November 25, 1996, and amendments thereto, for
the lease of the Greenville facility.
10.21+ Severance Agreement by and between GPC, GCI and David E.
Uren, dated as of March 18, 1995.
10.22+ Form of Amendment No. 1 to the Executive Stock Purchase
Agreement.
21.1 + Subsidiaries of the registrant.
23.1 + Consent of Ernst & Young LLP
23.2 + Consent of J.C. Holland & Co., PSC
23.3 + Consent of Price Waterhouse
23.4 + Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.5 + Consent of The NPD Group, Inc.
24.1 + Powers of Attorney (included in signature page).
27.1 + Financial Data Schedule.
- ---------------
* To be filed by amendment.
** The Company has requested confidential treatment with respect to certain
provisions of this Exhibit from the Commission.
+ Previously filed.