As filed with the Securities and Exchange Commission on July 12, 1999
Registration No. 5-43547
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
(Final Amendment)
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/SJK 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 Vestar Capital Partners III, L.P.
St. John Knits, Inc. St. John Knits International, Incorporated 1225 17th Street
17422 Derian Avenue 17422 Derian Avenue Suite 1660
Irvine, California 92614 Irvine, California 92614 Denver, Colorado 80202
(949) 863-1171 (949) 863-1171 (303) 292-6300
(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: [_]
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This Amendment No. 4 (the "Statement") is the Final Amendment to the Rule
13e-3 Transaction Statement made by 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/SJK Investors LLC, Vestar Capital
Partners III, L.P., Vestar Associates III, L.P. and Vestar Associates
Corporation III.
This Statement amends the Rule 13e-3 Transaction Statement filed by such
parties with the Securities and Exchange Commission on March 1, 1999, as
amended on April 28, 1999, May 17, 1999 and May 26, 1999. All information set
forth below should be read in conjunction with the information contained or
incorporated by reference in the Statement as previously amended.
This Final Amendment is filed pursuant to Rule 13e-3(d)(3) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
report the consummation on July 7, 1999 of (a) the merger of SJKAcquisition
with and into the Company (the "Reorganization Merger") and (b) the merger of
Pearl with and into SJKI (the "Acquisition Merger" and together with the
Reorganization Merger, the "Mergers"), as contemplated by the Agreement and
Plan of Merger, dated as of February 2, 1999 (the "Merger Agreement"), by and
among the Company, SJKI, Pearl and SJKAcquisition.
Item 3. Past Contacts, Transactions or Negotiations
The information set forth in Item 3 is hereby amended and supplemented as
follows:
(a)(2) On July 7, 1999, the Reorganization Merger became effective at 5:00
a.m., California time, as set forth in the Agreement of Merger
previously filed with the Secretary of State of California, and the
Acquisition Merger became effective by filing the Certificate of
Merger with the Secretary of State of Delaware. On July 7, 1999, the
Company issued a press release announcing the consummation of the
Mergers. A copy of the press release is set forth as Exhibit (d) and
incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration
The information set forth in Item 6 is hereby amended and supplemented as
follows:
(a) On July 7, 1999, SJKI entered into a credit agreement (the "Credit
Agreement") by and among SJKI, the Lenders from time to time party
thereto and The Chase Manhattan Bank, as administrative agent. The
Credit Agreement provides for a Tranche A term loan in the aggregate
amount of $75 million, a Tranche B term loan in the aggregate amount of
$115 million and a revolving credit facility in the aggregate amount of
up to $25 million. SJKI also issued senior subordinated notes in the
aggregate principal amount of $100 million pursuant to an indenture
dated as of July 7, 1999 (the "Indenture") among SJKI, the Company, St.
John Trademarks, Inc., St. John Italy, Inc. and St. John Home, LLC and
The Bank of New York, as trustee. In addition, SJKI issued to
Vestar/SJK Investors LLC 250,000 shares of 15 1/4% Exchangeable
Preferred Stock due 2010 of SJKI (the "Preferred Stock"), having a $25
million aggregate liquidation preference. A copy of each of the Credit
Agreement, the Indenture and the Certificate of Designations for the
Preferred Stock is set forth as Exhibits (a)(1), (a)(2) and (a)(3),
respectively, and incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings With Respect to the
Issuer's Securities.
The information set forth in Item 11 is hereby amended and supplemented as
follows:
The Preferred Stock referred to in Item 6(a) above was acquired by Vestar/SJK
Investors LLC. The Preferred Stock will rank junior in right of payment to all
liabilities and obligations of SJKI (other than common stock of SJKI and any
preferred stock of SJKI which by its terms is on a parity with or junior to
the Preferred Stock).
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Vestar/SJK Investors LLC will be entitled to receive, when, as and if declared
by the board of directors of SJKI, out of funds legally available therefor,
dividends on the Preferred Stock at an annual rate equal to 15 1/4%, provided
that if dividends are not paid on a dividend payment date, dividends shall
continue to accrue on unpaid dividends. Dividends on the Preferred Stock may
only be paid in cash if permitted under the Credit Agreement, the Indenture
and other contractual arrangements of SJKI. Vestar/SJK Investors LLC will also
be entitled to five demand registrations at the expense of SJKI. Vestar/SJK
Investors LLC has agreed to waive its rights, as the holder of the Preferred
Stock, to receive any premiums in excess of the liquidation preference under
certain redemption provisions of the Certificate of Designations.
Item 16. Additional Information
The information set forth in Item 16 is hereby amended and supplemented as
follows:
Reference is made to the information set forth in Items 3(a)(2), 6(a) and 11.
Item 17. Material to Be Filed as Exhibits
The information set forth in Item 17 is hereby amended and supplemented as
follows:
(a)(1) Credit Agreement, dated July 7, 1999, by and among SJKI, the Lenders
from time to time party thereto and The Chase Manhattan Bank, as
administrative agent
(a)(2) Indenture, dated July 7, 1999, by and among SJKI, the Company, St. John
Trademarks, Inc., St. John Italy, Inc. and St. John Home, LLC and The
Bank of New York, as trustee
(a)(3) Certificate of Designations for 15 1/4% Exchangeable Preferred Stock
due 2010 of SJKI
(d) Press release dated July 7, 1999
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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: *
___________________________________
ST. JOHN KNITS, INC.
By: /s/ Bob Gray
___________________________________
Name: Bob Gray
ST. JOHN KNITS INTERNATIONAL,
INCORPORATED
By: /s/ Bob Gray
___________________________________
Name: Bob Gray
SJKACQUISITION, INC.
By: *
___________________________________
BOB GRAY
By: /s/ Bob Gray
___________________________________
Name: Bob Gray
MARIE GRAY
By: /s/ Marie Gray
___________________________________
Name: Marie Gray
KELLY A. GRAY
By: /s/ Kelly A. Gray
___________________________________
Name: Kelly A. Gray
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*These entities did not survive the Mergers.
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VESTAR/GRAY INVESTORS LLC
By its Managing Member:
Vestar/SJK Investors LLC
By its Managing Member:
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
VESTAR/SJK INVESTORS LLC
By its Managing Member:
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
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
VESTAR ASSOCIATES III, L.P.
By its General Partner:
Vestar Associates Corporation III
By: /s/ James P. Kelley
___________________________________
Name: James P. Kelley
VESTAR ASSOCIATES CORPORATION III
By: /s/ James P. Kelley
___________________________________
Name: James P. Kelley
July 12, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit
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(a)(1) Credit Agreement, dated July 7, 1999, by and among SJKI, the Lenders
from time to time party thereto and The Chase Manhattan Bank, as
administrative agent
(a)(2) Indenture, dated July 7, 1999, by and among SJKI, the Company, St.
John Trademarks, Inc., St. John Italy, Inc. and St. John Home, LLC and
The Bank of New York, as trustee
(a)(3) Certificate of Designations for 15 1/4% Exchangeable Preferred Stock
due 2010 of SJKI
(d) Press release dated July 7, 1999
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