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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

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

VESTAR/GRAY INVESTORS LLC

VESTAR CAPITAL PARTNERS III, L.P.

VESTAR ASSOCIATES III, L.P.

VESTAR ASSOCIATES CORPORATION III
(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 International,
St. John Knits, Inc. 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)

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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]
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CALCULATION OF REGISTRATION FEE
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Transaction Valuation* Amount of Filing Fee
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$511,447,460 $102,289
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[_]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 April 26, 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.
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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 ("Pearl"), SJKAcquisition, Inc., a California corporation and
direct wholly owned subsidiary of SJKI ("SJKAcquisition"), Robert E. Gray,
Marie Gray, Kelly A. Gray, Vestar/Gray Investors LLC, Vestar Capital Partners
III, L.P., Vestar Associates III, L.P. and Vestar Associates Corporation III
relates to an Agreement and Plan of Merger, dated as of February 2, 1999 (the
"Merger Agreement"), among the Company, SJKI, Pearl and SJKAcquisition,
pursuant to which (a) SJKAcquisition 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) Pearl 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 limited liability company and is wholly owned by
Vestar Capital Partners III, L.P., a Delaware limited partnership. Vestar
Associates III, L.P., a Delaware limited partnership, is the sole general
partner of Vestar Capital Partners III, L.P., and Vestar Associates
Corporation III, a Delaware corporation, is the sole general partner of Vestar
Associates 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
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.

CROSS-REFERENCE SHEET

Item in
Schedule 13E-3 Where Located in Proxy Statement-Prospectus
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Item 1(a) "Summary--St. John and St. John Knits International" 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--St. John and St. John Knits International,"
"Information About St. John and St. John Knits International--
Management and Additional Information" and "Information
Concerning Pearl, 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 in the
Mergers," "Special Factors--Purpose and Structure for the
Mergers," "The Mergers" and "The Merger Agreement"
Item 4(b) "Summary--Reasons for the Mergers; Recommendations to
Shareholders," "--Interests of the Grays That Are Different
from Yours," "Special Factors--Background of the Mergers," "--
Reasons for the Mergers; Recommendations to Shareholders," "--
Interests of the Grays and Other Officers and Directors of St.
John in the Mergers; Conflicts of Interests," "--Effects of the
Mergers; Operations of St. John After the Mergers; New York
Stock Exchange Delisting," "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 the Grays That Are Different
from Yours," "Special Factors--Reasons for the Mergers;
Recommendations to Shareholders," "--Interests of the Grays and
Other Officers and Directors of St. John 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 Historical Condensed Financial Data
and Selected Pro Forma Condensed Consolidated Financial Data
(Unaudited)," "Risk Factors--We Do Not Expect to Pay
Dividends," "Special Factors--Effects of the Mergers;
Operations of St. John After the Mergers; New York Stock
Exchange Delisting," "The Mergers--Merger Financing," "Selected
Historical Condensed Financial Data and 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 May Make it More
Difficult for You to Sell Shares" and "Special Factors--Effects
of the Mergers; Operations of St. John After the Mergers; New
York Stock Exchange Delisting"
Item 6(a)-(c) "Summary--Merger Financing," "--Selected Historical Condensed
Financial Data and Selected Pro Forma Condensed Consolidated
Financial Data (Unaudited)," "The Mergers--Merger Financing"
Item 6(d) *
Item 7(a)-(c) "Summary--Reasons for the Mergers; Recommendations to
Shareholders," "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--Effects of
the Mergers; Operations of St. John After the Mergers; New York
Stock Exchange Delisting" and "--Material Federal Income Tax
Consequences"
Item 8(a) "Summary--Reasons for the Mergers; Recommendations to
Shareholders," "--Procedural and Substantive Fairness,"
"Special Factors--Background of the Mergers" and "--Reasons for
the Mergers; Recommendations to Shareholders"
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 Special Meeting--Record Date and Voting Rights"
and "Security Ownership of Five Percent Beneficial Owners and
Management"
Item 10(b) *
Item 11 "The Voting Agreement," "The Stockholders' Agreement" and "The
Limited Liability Company Agreement"
Item 12(a)-(b) "Summary--Interests of the Grays That Are Different from
Yours," "--The Special Meeting," "Special Factors--Interests of
the Grays and Other Officers and Directors of St. John 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 and Form 10-K/A for
the fiscal year ended November 1, 1998, and "Summary--
Selected Historical Condensed Financial Data and Selected
Pro Forma Condensed Consolidated Financial Data
(Unaudited)"
Item 14(b) "Summary--Selected Historical Condensed Financial Data and
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(b)(3) Presentation Materials prepared by Merrill Lynch, Pierce,
Fenner & Smith Incorporated in connection with providing
its opinion to the Special Committee on February 2, 1999
Item 17(b)(4) Presentation Materials prepared by Wasserstein Perella &
Co., Inc. in connection with providing its opinion to the
Special Committee on February 2, 1999
**Item 17(c)(1) Agreement and Plan of Merger, dated as of February 2, 1999,
by and among the Company, SJKI, Pearl and SJKAcquisition
(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 April 28, 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) *

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* The Item is inapplicable or the answer thereto is in the negative.

** Filed previously.

*** Incorporated herein by reference from the Proxy Statement-Prospectus which
forms a part of Amendment No. 1 to the Registration Statement on Form S-4
of St. John Knits International, Incorporated filed April 28, 1999.

****To be filed by amendment.

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--St. John and St. John Knits International"
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, SJKAcquisition, Pearl, Robert E. Gray, Marie Gray, Kelly A.
Gray, Vestar/Gray Investors LLC, Vestar Capital Partners III,
L.P., Vestar Associates III, L.P. and Vestar Associates
Corporation III. The Company and SJKAcquisition 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. Pearl is a corporation organized under the laws of the
state of Delaware. Vestar/Gray Investors LLC is a limited
liability company organized under the laws of the state of
Delaware. Vestar Capital Partners III, L.P. and Vestar Associates
III, L.P. are each limited partnerships organized under the laws
of the state of Delaware. Vestar Associates Corporation III is a
corporation organized under the laws of the state of Delaware.
SJKI and SJKAcquisition 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 SJKAcquisition. SJKAcquisition
has been organized for the purpose of consummating the
Reorganization Merger and has no other business activities. Pearl
has been organized for the purpose of consummating the
Acquisition Merger and has no other business activities.
Vestar/Gray Investors LLC has also been organized for the purpose
of consummating the Acquisition Merger and has no other business
activities. The principal business of each of Vestar Capital
Partners III, L.P., Vestar Associates III, L.P. and Vestar
Associates Corporation III is investing in securities. The
address of the Company, SJKI, SJKAcquisition, 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 Pearl,
Vestar/Gray Investors LLC, Vestar Capital Partners III, L.P.,
Vestar Associates III, L.P. and Vestar Associates Corporation III
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--St. John and St. John Knits
International," "Information About St. John and St. John Knits
International--Management and Additional Information" and
"Information Concerning Pearl, Vestar and the Grays" is
incorporated herein by reference.
(e)-(f) None of the Company, SJKI, Pearl, SJKAcquisition, Robert E. Gray,
Marie Gray, Kelly A. Gray, Vestar/Gray Investors LLC, Vestar
Capital Partners III, L.P., Vestar Associates III, L.P., Vestar
Associates Corporation III, any executive officer, director or
person controlling the Company, SJKI, Pearl, SJKAcquisition,
Vestar/Gray Investors LLC, Vestar Capital Partners III, L.P.,
Vestar Associates III, L.P. or Vestar Associates Corporation III
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 in
the Mergers," "Special Factors--Purpose and Structure for the
Mergers," "The Mergers" and "The Merger Agreement" 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," "--Interests of the Grays That Are Different from
Yours," "Special Factors--Background of the Mergers," "--Reasons
for the Mergers; Recommendations to Shareholders," "--Interests of
the Grays and Other Officers and Directors of St. John in the
Mergers; Conflicts of Interests," "--Effects of the Mergers;
Operations of St. John After the Mergers; New York Stock Exchange
Delisting," "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 the Grays That Are Different from
Yours," "Special Factors--Reasons for the Mergers; Recommendations
to Shareholders," "--Interests of the Grays and Other Officers and
Directors of St. John in the Merger; 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 Historical Condensed Financial
Data and Selected Pro Forma Condensed Consolidated Financial Data
(Unaudited)," "Risk Factors--We Do Not Expect to Pay Dividends,"
"Special Factors--Effects of the Mergers; Operations of St. John
After the Mergers; New York Stock Exchange Delisting," "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 May Make it
More Difficult for You to Sell Shares" and "Special Factors--
Effects of the Mergers; Operations of St. John after the Mergers;
New York Stock Exchange Delisting" 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 Historical
Condensed Financial Data and 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," "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--Effects of the
Mergers; Operations of St. John After the Mergers; New York Stock
Exchange Delisting" 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
captions "Summary--Reasons for the Mergers; Recommendations to
Shareholders," "--Procedural and Substantive Fairness," "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;
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," "--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 Special Meeting--
Record Date and Voting Rights" and "Security Ownership of Five
Percent 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 "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 the Grays That Are Different from
Yours," "--The Special Meeting," "Special Factors--Interests of the
Grays and Other Officers and Directors of St. John 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
(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
and Form 10-K/A for the fiscal year ended November 1, 1998 and in the
Proxy Statement-Prospectus under the caption "Summary--Selected
Historical Condensed Financial Data and Selected Pro Forma Condensed
Consolidated Financial Data (Unaudited)" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement-Prospectus under the
captions "Summary--Selected Historical Condensed Financial Data and
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).

*(b)(2) Fairness Opinion of Wasserstein Perella & Co., Inc. (incorporated
herein by reference to Appendix C to the Proxy Statement-Prospectus).
(b)(3) Presentation Materials prepared by Merrill Lynch, Pierce, Fenner &
Smith Incorporated in connection with providing its opinion to the
Special Committee on February 2, 1999.

(b)(4) Presentation Materials prepared by Wasserstein Perella & Co., Inc. in
connection with providing its opinion to the Special Committee on
February 2, 1999.

*(c)(1) Agreement and Plan of Merger, dated as of February 2, 1999, by and
among the Company, SJKI, Pearl and SJKAcquisition (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 SJKI on April 28, 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.

- --------

* Filed previously.

** To be filed by amendment.

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.

/s/ James P. Kelley
By:
___________________________________
James P. Kelley
Name:

Title:

ST. JOHN KNITS, INC.

/s/ Bob Gray
By:
___________________________________
Bob Gray
Name:

Title:

ST. JOHN KNITS INTERNATIONAL,
INCORPORATED

/s/ Bob Gray
By:
___________________________________
Bob Gray
Name:

Title:

SJKACQUISITION, INC.

/s/ Bob Gray
By:
___________________________________
Bob Gray
Name:

Title:

BOB GRAY

/s/ Bob Gray
By:
___________________________________
Bob Gray
Name:

MARIE GRAY

/s/ Marie Gray
By:
___________________________________
Marie Gray
Name:

KELLY A. GRAY

/s/ Kelly A. Gray
By:
___________________________________
Kelly A. Gray
Name:

VESTAR/GRAY INVESTORS LLC

By:

/s/ James P. Kelley

_______________________________

Name: James P. Kelley

Title:

VESTAR CAPITAL PARTNERS III, L.P.

By its General Partner:

Vestar Associates III, L.P.

By its General Partner:

Vestar Associates Corporation III

By:

/s/ James P. Kelley

_______________________________

Name: James P.Kelley

Title:

VESTAR ASSOCIATES III, L.P.

By its General Partner:

Vestar Associates Corporation III

By:

/s/ James P. Kelley

_______________________________

Name: James P. Kelley

Title:

VESTAR ASSOCIATES CORPORATION III

By:

/s/ James P. Kelley

_______________________________

Name: James P. Kelley

Title:

April 27, 1999

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).
(b)(3) Presentation Materials prepared by Merrill Lynch, Pierce, Fenner &
Smith Incorporated in connection with providing its opinion to the
Special Committee on February 2, 1999.
(b)(4) Presentation Materials prepared by Wasserstein Perella & Co., Inc. in
connection with providing its opinion to the Special Committee on
February 2, 1999.
*(c)(1) Agreement and Plan of Merger, dated as of February 2, 1999, by and
among the Company, SJKI, Pearl and SJKAcquisition (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 SJKI on April 28, 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.

- --------

* Filed previously.

** To be filed by amendment.