SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
ST. JOHN KNITS, INC.
(Name of the Issuer)
ST. JOHN KNITS, INC.
ST. JOHN KNITS INTERNATIONAL, INCORPORATED
SJKACQUISITION, INC.
PEARL ACQUISITION CORP.
ROBERT E. GRAY
MARIE GRAY
KELLY A. GRAY
(Name of Person(s) Filing Statement)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
790289 102
(CUSIP Number of Class of Securities)
Robert E. Gray Roger G. Ruppert James P. Kelley
Chief Executive Officer Senior Vice President-Finance Managing Director
and Chairman of the Board and Chief Financial Officer Pearl Acquisition Corp.
St. John Knits, Inc. St. John Knits International, Incorporated 245 Park Avenue
17422 Derian Avenue 17422 Derian Avenue 41st Floor
Irvine, California 92614 Irvine, California 92614 New York, New York 10167
(949) 863-1171 (949) 863-1171 (212) 949-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
------------------
Copies to:
David A. Krinsky, Esq. Brian J. McCarthy, Esq. Philip T. Ruegger III, Esq.
O'Melveny & Myers LLP Skadden, Arps, Slate, Meagher & Flom, LLP Simpson Thacher & Bartlett
610 Newport Center Drive, 17th Floor 300 South Grand Avenue, Suite 3400 425 Lexington Avenue
Newport Beach, California 92660-6429 Los Angeles, California 90071 New York, New York 10017-3954
(949) 760-9600 (213) 687-5000 (212) 455-2000
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ x ]
Calculation of Filing Fee
- ----------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$511,447,460 $102,289
- ----------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
*For purposes of calculation of the filing fee only. The "Transaction Valuation"
amount referred to above is the sum of (i) the product of 16,581,482, the number
of outstanding shares of common stock, without par value (the "Shares"), of St.
John Knits, Inc. as of February 22, 1999 and $30, the cash price per Share to be
paid in the Mergers (as defined herein), and (ii) cash consideration of
$14,003,000 to be paid for options being surrendered in connection with the
Mergers. In accordance with Rule 0-11 under the Securities Exchange Act of 1934,
the filing fee is determined by multiplying the amount calculated pursuant to
the preceding sentence by 1/50th of one percent.
This Rule 13e-3 Transaction Statement (the "Statement") of St. John
Knits, Inc., a California corporation (the "Company"), St. John Knits
International, Incorporated, a Delaware corporation ("SJKI"), Pearl Acquisition
Corp., a Delaware corporation and, direct, wholly owned subsidiary of
Vestar/Gray Investors LLC ("Acquisition"), and SJKAcquisition, Inc., a
California corporation and, direct, wholly owned subsidiary of SJKI ("Merger
Sub"), Robert E. Gray, Marie Gray and Kelly A. Gray relates to an Agreement and
Plan of Merger, dated as of February 2, 1999 (the "Merger Agreement"), among the
Company, SJKI, Acquisition and Merger Sub, pursuant to which (a) Merger Sub will
merge with and into the Company (the "Reorganization Merger"), with the result
being that the Company will become a wholly owned subsidiary of SJKI and (b)
Acquisition will merge with and into SJKI (the "Acquisition Merger" and,
together with the Reorganization Merger, the "Mergers"), with SJKI as the
surviving corporation. As a result of the Mergers, SJKI will be 7% owned by
existing shareholders of the Company, other than the Grays, and 93% owned by
Vestar/Gray Investors LLC. Vestar/Gray Investors LLC is a Delaware corporation
and is wholly owned by Vestar Capital Partners III, L.P. Prior to the
Reorganization Merger, Robert E. Gray, Marie Gray and Kelly A. Gray (the
"Grays") will contribute their shares of the Company's common stock to
Vestar/Gray Investors LLC, and Vestar/Gray Investors LLC will become
approximately 16% owned by the Grays. The Merger Agreement and the Mergers have
already been approved by the Boards of Directors and the stockholders of all the
parties to the Merger Agreement, other than the stockholders of SJKI and the
shareholders of the Company. The Statement is intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Act"). A copy of the Merger Agreement filed by the Company as Appendix A
to the Company's Proxy Statement-Prospectus (the "Proxy Statement-Prospectus")
is filed as Exhibit (c)(1) to the Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement-
Prospectus of the information required to be included in response to the items
of this Statement. The information in the Proxy Statement-Prospectus, including
all appendices thereto, is hereby expressly incorporated herein by reference and
the responses to each item in this Statement are qualified in their entirety by
the information contained in the Proxy Statement-Prospectus.
1
CROSS-REFERENCE SHEET
Item in
Schedule 13E-3 Where Located in Proxy Statement-Prospectus
- -------------- -------------------------------------------
Item 1(a) "SUMMARY -- The Companies" and "INFORMATION ABOUT ST. JOHN AND
ST. JOHN KNITS INTERNATIONAL"
Item 1(b) "SUMMARY -- The Special Meeting" and "THE SPECIAL MEETING --
Record Date and Voting Rights"
Item 1(c) "SUMMARY -- Market Price and Dividend Information"
Item 1(d) "SUMMARY -- Market Price and Dividend Information," "RISK FACTORS --
We Do Not Expect to Pay Dividends" and "THE MERGERS -- Merger Financing"
Item 1(e) *
Item 1(f) "PURCHASES OF SHARES"
Item 2(a)-(d), (g) "SUMMARY -- The Companies," "INFORMATION ABOUT ST. JOHN AND
ST. JOHN KNITS INTERNATIONAL -- Management and Additional Information" and
"CERTAIN INFORMATION CONCERNING ACQUISITION, VESTAR AND THE GRAYS"
Item 2(e)-(f) *
Item 3(a)(1) *
Item 3(a)(2)-(b) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders,"
"SPECIAL FACTORS -- Background of the Mergers" and "-- Reasons
for the Mergers; Recommendations to Shareholders"
Item 4(a) "SUMMARY -- The Mergers," "-- What You Will Receive," "SPECIAL
FACTORS -- Purpose and Structure for the Mergers," "THE MERGERS" and "THE MERGER
AGREEMENT"
Item 4(b) "SUMMARY -- The Voting Agreement," "-- Reasons for the Mergers; Recommendations
to Shareholders," "-- Interests of Certain Persons Involved in the Mergers That Are
Different from Yours," "-- The Stockholders Agreement," "-- The Limited Liability
Company Agreement," "SPECIAL FACTORS -- Background of the Mergers," "-- Reasons for
the Mergers; Recommendations to Shareholders," "--Interests of Certain Persons in the
2
Mergers; Conflicts of Interests," "-- Certain Effects of the Mergers; New York Stock Exchange Delisting;
Operations of St. John After the Mergers," "THE VOTING AGREEMENT," "THE STOCKHOLDERS AGREEMENT" and "THE
LIMITED LIABILITY COMPANY AGREEMENT"
Item 5(a)-(b) *
Item 5(c) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders," "-- Interests of Certain Persons
Involved in the Mergers That Are Different from Yours," "SPECIAL FACTORS -- Reasons for the Mergers;
Recommendations to Shareholders," "-- Interests of Certain Persons in the Mergers; Conflicts of Interests"
and "THE MERGERS -- Board of Directors and Officers of St. John Knits International Following the Mergers"
Item 5(d) "SUMMARY -- Merger Financing," "--Market Price and Dividend Information," "--Selected Pro Forma Condensed
Consolidated Financial Data (Unaudited)," "RISK FACTORS -- We Do Not Expect to Pay Dividends," "SPECIAL
FACTORS --Certain Effects of the Mergers; New York Stock Exchange Delisting; Operations of St. John After
the Mergers," "THE MERGERS -- Merger Financing," "Pro Forma Condensed Consolidated Financial Statements
(Unaudited)" and "COMPARISON OF THE RIGHTS OF HOLDERS OF ST. JOHN COMMON STOCK AND ST. JOHN KNITS
INTERNATIONAL COMMON STOCK -- Dividends and Repurchases of Shares"
Item 5(e) "SPECIAL FACTORS -- Purpose and Structure for the Mergers"
Item 5(f)-(g) "SUMMARY -- New York Stock Exchange Delisting," "RISK FACTORS -- Our Common Stock Will Not Be Listed,
Which Will Result In A Loss of Liquidity" and "SPECIAL FACTORS -- Certain Effects of the Mergers;
New York Stock Exchange Delisting; Operations of St. John After the Mergers"
Item 6(a)-(c) "SUMMARY -- Merger Financing," "-- Selected Pro Forma Condensed Consolidated Financial Data (Unaudited),"
"THE MERGERS -- Merger Financing" and "--Pro Forma Condensed Consolidated Financial Statements (Unaudited)"
Item 6(d) *
Item 7(a)-(c) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders," "-- Accounting Treatment," "SPECIAL
FACTORS --Background of the Mergers," "-- Purpose and Structure for the Mergers" and "--Reasons for the
Mergers; Recommendations to Shareholders"
Item 7(d) "SUMMARY -- Material Federal Income Tax Consequences," "-- New York Stock Exchange Delisting," "SPECIAL
FACTORS -- Certain Effects of the Mergers; New York Stock Exchange Delisting; Operations of St. John After
the Mergers" and "-- Material Federal Income Tax Consequences"
Item 8(a) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders," "SPECIAL FACTORS -- Background of
the Mergers" and "-- Reasons for the Mergers; Recommendations to Shareholders"
3
Item 8(b) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders,"
"-- Opinions of Financial Advisors," "SPECIAL FACTORS -- Reasons for
the Mergers; Recommendations to Shareholders" and "-- Fairness Opinions
of Financial Advisors"
Item 8(c) "SPECIAL FACTORS -- Purpose and Structure for the Mergers"
Item 8(d)-(e) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders"
and "SPECIAL FACTORS -- Reasons for the Mergers; Recommendations to
Shareholders"
Item 8(f) *
Item 9(a)-(c) "SUMMARY -- Reasons for the Mergers; Recommendations to Shareholders,"
"-- Opinions of Financial Advisors," "SPECIAL FACTORS --
Background of the Mergers" and "-- Reasons for the Mergers;
Recommendations to Shareholders" and "-- Fairness Opinions of
Financial Advisors"
Item 10(a) "SUMMARY -- Percentage of Shares Held By Directors and Executive
Officers," "-- The Voting Agreement," "THE VOTING AGREEMENT," "THE SPECIAL
MEETING -- Record Date and Voting Rights" and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
Item 10(b) *
Item 11 "SUMMARY -- The Voting Agreement," "-- The Stockholders Agreement,"
"-- The Limited Liability Company Agreement," "THE VOTING AGREEMENT," "THE
STOCKHOLDERS AGREEMENT" and "THE LIMITED LIABILITY COMPANY AGREEMENT"
Item 12(a)-(b) "SUMMARY -- Interests of Certain Persons Involved in the Mergers That
Are Different from Yours," "-- The Special Meeting," "SPECIAL
FACTORS -- Interests of Certain Persons in the Mergers; Conflicts of
Interests" and "THE SPECIAL MEETING -- Record Date and Voting Rights"
Item 13(a) "SUMMARY -- Dissenters' Rights" and "THE MERGERS -- Dissenters'
Rights of Appraisal"
Item 13(b)-(c) *
Item 14(a) Company's Annual Report on Form 10-K, as amended, for the fiscal year ended
November 1, 1998, and "SUMMARY -- Selected Historical Condensed Financial Data"
4
Item 14(b) "SUMMARY -- Selected Pro Forma Condensed Consolidated Financial Data (Unaudited)" and
"THE MERGERS -- Pro Forma Condensed Consolidated Financial Statements
(Unaudited)"
Item 15(a)-(b) "THE MERGERS -- Merger Financing," "THE SPECIAL MEETING -- Proxies" and
"-- Solicitation of Proxies"
Item 16 *
Item 17(a)(1) Letter dated February 2, 1999, from The Chase Manhattan Bank
and Chase Securities Inc. to Vestar Capital Partners III, L.P.
Item 17(a)(2) Letter dated February 2, 1999, from Chase Securities Inc. to
Vestar Capital Partners III, L.P.
Item 17(b)(1)+ Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated (included as Appendix B to the Proxy Statement-Prospectus)
Item 17(b)(2)+ Fairness Opinion of Wasserstein Perella & Co., Inc. (included as Appendix C to the
Proxy Statement-Prospectus)
Item 17(c)(1)+ Agreement and Plan of Merger, dated as of February 2, 1999, by
and among the Company, SJKI, Acquisition and Merger Sub (included as Appendix A
to the Proxy Statement-Prospectus)
Item 17(c)(2)+ Voting Agreement, dated as of February 2, 1999, among Vestar
Capital Partners III, L.P., Vestar/Gray Investors LLC and the Grays (included as
Appendix E to the Proxy Statement-Prospectus)
Item 17(c)(3)<> Form of Amended and Restated Limited Liability Company
Agreement of Vestar/Gray Investors LLC
Item 17(c)(4)<> Form of Stockholders Agreement among SJKI, Vestar/Gray
Investors LLC, Vestar Capital Partners III, L.P., the Grays and other management
stockholders
Item 17(d) Proxy Statement-Prospectus filed by St. John Knits International, Incorporated on March 1,
1999 and incorporated herein by reference.
Item 17(e)+ Summary of Appraisal Rights (included as Appendix D to the Proxy Statement-Prospectus)
Item 17(f) *
________________
* The Item is inapplicable or the answer thereto is in the
negative.
+ Incorporated herein by reference from the Proxy
Statement-Prospectus which forms a part of the
Registration Statement on Form S-4 of St. John Knits
International, Incorporated filed March 1, 1999.
<> To be filed in a subsequent amendment.
5
RULE 13E-3 TRANSACTION STATEMENT
Item 1. Issuer and Class of Security Subject to the Transaction
(a) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- The Companies" and "INFORMATION ABOUT
ST. JOHN AND ST. JOHN KNITS INTERNATIONAL" is incorporated herein
by reference.
(b) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- The Special Meeting" and "THE SPECIAL
MEETING -- Record Date and Voting Rights" is incorporated herein
by reference.
(c) The information set forth in the Proxy Statement-Prospectus under
the caption "SUMMARY -- Market Price and Dividend Information" is
incorporated herein by reference.
(d) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Market Price and Dividend Information,"
"RISK FACTORS -- We Do Not Expect to Pay Dividends" and "THE
MERGERS -- Merger Financing" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Proxy Statement-Prospectus under
the caption "PURCHASES OF SHARES" is incorporated herein by
reference.
Item 2. Identity and Background
This Statement is filed jointly by the Company, the issuer of the
securities which are the subject of the Rule 13e-3 transaction,
SJKI, Merger Sub, Acquisition, Robert E. Gray, Marie Gray and
Kelly A. Gray. The Company and Merger Sub are each corporations
organized under the laws of the state of California. SJKI is a
corporation organized under the laws of the state of Delaware.
Acquisition is a corporation organized under the laws of the
state of Delaware. SJKI and Merger Sub are each affiliates of the
Company. The Grays are executive officers and directors of the
Company. The principal business of the Company is designing,
manufacturing and selling women's apparel. SJKI does not conduct
any business other than holding the capital stock of Merger Sub.
Merger Sub has been organized for the purpose of consummating the
6
Reorganization Merger and has no other business activities.
Acquisition has been organized for the purpose of consummating
the Acquisition Merger and has no other business activities. The
address of the Company, SJKI, Merger Sub, Robert E. Gray, Marie
Gray and Kelly A. Gray is c/o St. John Knits, Inc., 17422 Derian
Avenue, Irvine, California 92614. The address of Acquisition is
c/o Vestar Capital Partners III, L.P., 1225 17th Street, Suite
1660, Denver, Colorado 80202.
(a)-(d), (g) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- The Companies," "INFORMATION ABOUT ST.
JOHN AND ST. JOHN KNITS INTERNATIONAL -- Management and
Additional Information" and "CERTAIN INFORMATION CONCERNING
ACQUISITION, VESTAR AND THE GRAYS" is incorporated herein by
reference.
(e)-(f) None of the Company, SJKI, Acquisition, Merger Sub, Robert E.
Gray, Marie Gray, Kelly A. Gray, any executive officer, director
or person controlling the Company, SJKI, Acquisition or Merger
Sub has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations
(a)(1) Not applicable.
(a)(2)-(b) The information set forth in the Proxy Statement-Prospectus under
captions "SUMMARY -- Reasons for the Mergers; Recommendations to
Shareholders," "SPECIAL FACTORS -- Background of the Mergers" and
"--Reasons for the Mergers; Recommendations to Shareholders" is
incorporated herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- The Mergers," "--What You Will Receive,"
"SPECIAL FACTORS -- Purpose and Structure for the Mergers," "THE
7
MERGERS" and "THE MERGER AGREEMENT" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- The Voting Agreement," "-- Reasons for
the Mergers; Recommendations to Shareholders," "-- Interests of
Certain Persons Involved in the Mergers That Are Different from
Yours," "-- The Stockholders Agreement," "-- The Limited
Liability Company Agreement," "SPECIAL FACTORS -- Background of
the Mergers," "-- Reasons for the Mergers; Recommendations to
Shareholders," "-- Interests of Certain Persons in the Mergers;
Conflicts of Interests," "-- Certain Effects of the Mergers; New
York Stock Exchange Delisting; Operations of St. John After the
Mergers," "THE VOTING AGREEMENT," "THE STOCKHOLDERS AGREEMENT"
and "THE LIMITED LIABILITY COMPANY AGREEMENT" is incorporated
herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(b) Not applicable.
(c) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Reasons for the Mergers; Recommendations
to Shareholders," "-- Interests of Certain Persons Involved in
the Mergers That Are Different from Yours," "SPECIAL FACTORS --
Reasons for the Mergers; Recommendations to Shareholders," "--
Interests of Certain Persons in the Mergers; Conflicts of
Interests" and "THE MERGERS -- Board of Directors and Officers of
St. John Knits International Following the Mergers" is
incorporated herein by reference.
(d) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Merger Financing," -- Market Price and
Dividend Information," "-- Selected Pro Forma Condensed
Consolidated Financial Data (Unaudited)," "RISK FACTORS -- We Do
Not Expect to Pay Dividends," "SPECIAL FACTORS -- Certain Effects
of the Mergers; New York Stock Exchange Delisting; Operations of
St. John After the Mergers," "THE MERGERS -- Merger Financing,"
"-- Pro Forma Condensed Consolidated Financial Statements
(Unaudited)" and "COMPARISON OF THE RIGHTS OF HOLDERS OF ST. JOHN
COMMON STOCK AND ST. JOHN KNITS INTERNATIONAL COMMON STOCK --
Dividends and Repurchases of Shares" is incorporated herein by
reference.
(e) The information set forth in the Proxy Statement-Prospectus under
the caption "SPECIAL FACTORS -- Purpose and Structure of the
Mergers" is incorporated herein by reference.
(f)-(g) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- New York Stock Exchange Delisting,"
"RISK FACTORS -- Our Common Stock Will Not Be Listed, Which Will
Result In A Loss of Liquidity" and
8
"SPECIAL FACTORS -- Certain Effects of the Mergers; New York
Stock Exchange Delisting; Operations of St. John after the
Mergers" is incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration
(a)-(c) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Merger Financing," "-- Selected Pro
Forma Condensed Consolidated Financial Data (Unaudited)," "THE
MERGERS -- Merger Financing" and "-- Pro Forma Condensed
Consolidated Financial Statements (Unaudited)" is incorporated
herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a)-(c) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Reasons for the Mergers; Recommendations
to Shareholders," "-- Accounting Treatment," "SPECIAL FACTORS --
Background of the Mergers," "-- Purpose and Structure for the
Mergers" and "-- Reasons for the Mergers; Recommendations to
Shareholders" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Material Federal Income Tax
Consequences," "-- New York Stock Exchange Delisting," "SPECIAL
FACTORS -- Certain Effects of the Mergers; New York Stock
Exchange Delisting; Operations of St. John After the Mergers" and
"-- Material Federal Income Tax Consequences" is incorporated
herein by reference.
Item 8. Fairness of the Transaction
(a) The information set forth in the Proxy Statement-Prospectus under
the caption "SUMMARY -- Reasons for the Mergers; Recommendations
to Shareholders," "SPECIAL FACTORS -- Background of the Mergers"
and "-- Reasons for the Mergers; Recommendations to Shareholders"
is incorporated herein by reference.
(b) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Reasons for the Mergers; Recommendations
to Shareholders," "-- Opinions of Financial Advisors," "SPECIAL
FACTORS -- Reasons for the Mergers; Recommendations to
Shareholders" and "-- Fairness Opinions of Financial Advisors" is
incorporated herein by reference.
(c) The information set forth in the Proxy Statement-Prospectus under
the caption "SPECIAL FACTORS -- Purpose and Structure for the
Mergers" is incorporated herein by reference.
(d)-(e) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Reasons for the Mergers; Recommendations
to Shareholders" and "SPECIAL FACTORS -- Reasons for the Mergers;
9
Recommendations to Shareholders" is incorporated herein by
reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(c) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Reasons for the Mergers; Recommendations
to Shareholders," "-- Opinions of Financial Advisors," "SPECIAL
FACTORS -- Background of the Mergers" and "-- Reasons for the
Mergers; Recommendations to Shareholders" and "-- Fairness
Opinions of Financial Advisors" is incorporated herein by
reference.
Item 10. Interest in Securities of the Issuer
(a) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Percentage of Shares Held By Directors
and Executive Officers," "-- The Voting Agreement," "THE VOTING
AGREEMENT," "THE SPECIAL MEETING -- Record Date and Voting
Rights" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
(b) None.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities
The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- The Voting Agreement," "-- The
Stockholders Agreement," "-- The Limited Liability Company
Agreement," "THE VOTING AGREEMENT," "THE STOCKHOLDERS AGREEMENT"
and "THE LIMITED LIABILITY COMPANY AGREEMENT" is incorporated
herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction
(a)-(b) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Interests of Certain Persons Involved in
the Mergers That Are Different from Yours," "-- The Special
Meeting," "SPECIAL FACTORS -- Interests of Certain Persons in the
Mergers; Conflicts of Interests" and "THE SPECIAL MEETING --
Record Date and Voting Rights" is incorporated herein by
reference.
Item 13. Other Provisions of the Transaction
10
(a) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Dissenters' Rights" and "THE MERGERS --
Dissenters' Rights of Appraisal" is incorporated herein by
reference.
(b)-(c) Not applicable.
Item 14. Financial Information
(a) The information set forth in the Company's Annual Report on Form
10-K, as amended, for the fiscal year ended November 1, 1998 and
in the Proxy Statement-Prospectus under the caption "SUMMARY --
Selected Historical Condensed Financial Data" is incorporated
herein by reference.
(b) The information set forth in the Proxy Statement-Prospectus under
the captions "SUMMARY -- Selected Pro Forma Condensed
Consolidated Financial Data (Unaudited)" and "THE MERGERS -- Pro
Forma Condensed Consolidated Financial Statements (Unaudited)" is
incorporated herein by reference.
Item 15. Persons and Assets Employed, Retained or Utilized
(a)-(b) The information set forth in the Proxy Statement-Prospectus under
the captions "THE MERGERS -- Merger Financing," "THE SPECIAL
MEETING -- Proxies" and "-- Solicitation of Proxies" is
incorporated herein by reference.
Item 16. Additional Information
Not applicable.
Item 17. Material to Be Filed as Exhibits
(a)(1) Letter dated February 2, 1999, from The Chase Manhattan Bank and
Chase Securities Inc. to Vestar Capital Partners III, L.P.
(a)(2) Letter dated February 2, 1999, from Chase Securities Inc. to
Vestar Capital Partners III, L.P.
(b)(1) Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated herein by reference to Appendix B to
the Proxy Statement-Prospectus).
11
(b)(2) Fairness Opinion of Wasserstein Perella & Co., Inc. (incorporated
herein by reference to Appendix C to the Proxy Statement-
Prospectus).
(c)(1) Agreement and Plan of Merger, dated as of February 2, 1999, by
and among the Company, SJKI, Acquisition and Merger Sub
(incorporated herein by reference to Appendix A to the Proxy
Statement-Prospectus).
(c)(2) Voting Agreement, dated as of February 2, 1999, among Vestar
Capital Partners III, L.P., Vestar/Gray Investors LLC and the
Grays (incorporated herein by reference to Appendix E to the
Proxy Statement-Prospectus).
(c)(3) Form of Amended and Restated Limited Liability Company Agreement
of Vestar/Gray Investors LLC (to be filed in a subsequent
amendment).
(c)(4) Form of Stockholders Agreement among SJKI, Vestar/Gray Investors
LLC, Vestar Capital Partners III, L.P., the Grays and other
management stockholders (to be filed in a subsequent amendment).
(d) Proxy Statement-Prospectus (filed by St. John Knits
International, Incorporated on March 1, 1999 and incorporated
herein by reference).
(e) Summary of Appraisal Rights (incorporated by reference to
Appendix D to the Proxy Statement-Prospectus).
(f) Not applicable.
12
SIGNATURES
----------
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.
PEARL ACQUISITION CORP.
By: /s/ JAMES P. KELLEY
------------------------------------
Name: James P. Kelley
Title:
ST. JOHN KNITS, INC.
By: /s/ BOB GRAY
------------------------------------
Name: Bob Gray
Title:
ST. JOHN KNITS INTERNATIONAL, INCORPORATED
By: /s/ BOB GRAY
------------------------------------
Name: Bob Gray
Title:
SJKACQUISITION, INC.
By: /s/ BOB GRAY
------------------------------------
Name: Bob Gray
Title:
BOB GRAY
By: /s/ BOB GRAY
------------------------------------
Title:
13
MARIE GRAY
By: /s/ MARIE GRAY
____________________________________
Title:
KELLY A. GRAY
By: /s/ KELLY A. GRAY
____________________________________
Title:
February 26, 1999
14
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------ -------
(a)(1) Letter dated February 2, 1999, from The Chase Manhattan Bank and
Chase Securities Inc. to Vestar Capital Partners III, L.P.
(a)(2) Letter dated February 2, 1999, from Chase Securities Inc. to
Vestar Capital Partners III, L.P.
(b)(1) Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated herein by reference to Appendix B to
the Proxy Statement-Prospectus).
(b)(2) Fairness Opinion of Wasserstein Perella & Co., Inc. (incorporated
herein by reference to Appendix C to the Proxy Statement-
Prospectus).
(c)(1) Agreement and Plan of Merger, dated as of February 2, 1999, by
and among the Company, SJKI, Acquisition and Merger Sub
(incorporated herein by reference to Appendix A to the Proxy
Statement-Prospectus).
(c)(2) Voting Agreement, dated as of February 2, 1999, among Vestar
Capital Partners III, L.P., Vestar/Gray Investors LLC and the
Grays (incorporated herein by reference to Appendix E to the
Proxy Statement-Prospectus).
(c)(3) Form of Amended and Restated Limited Liability Company Agreement
of Vestar/Gray Investors LLC (to be filed in a subsequent
amendment).
(c)(4) Form of Stockholders Agreement among SJKI, Vestar/Gray Investors
LLC, Vestar Capital Partners III, L.P., the Grays and other
management stockholders (to be filed in a subsequent
amendment).
(d) Proxy Statement-Prospectus (filed by St. John Knits
International, Incorporated on March 1, 1999 and incorporated
herein by reference).
(e) Summary of Appraisal Rights (incorporated by reference to
Appendix D to the Proxy Statement-Prospectus).
(f) Not applicable.
15