-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/I6Z91iDeZ1STWDKZm9Dus5tavP1PAAFtzmSREvavUa++/y65ZfLa33Q1J0m6uq CK9eW/BqxjFRAQi43JERBg== 0001104659-03-023831.txt : 20031027 0001104659-03-023831.hdr.sgml : 20031027 20031027174339 ACCESSION NUMBER: 0001104659-03-023831 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031024 FILED AS OF DATE: 20031027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIFTH BERKSHIRE ASSOCIATES LLC CENTRAL INDEX KEY: 0001267860 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31829 FILM NUMBER: 03959264 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 33RD FL. CITY: BOSTON STATE: MA ZIP: 02108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND IV COINVESTMENT FUND LTD PARTNERSHIP CENTRAL INDEX KEY: 0001267628 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31829 FILM NUMBER: 03959263 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: 33RD FL CITY: BOSTON STATE: MA ZIP: 02108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND V L P CENTRAL INDEX KEY: 0001069736 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31829 FILM NUMBER: 03959266 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6172270050 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARTERS INC CENTRAL INDEX KEY: 0001060822 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 133912933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: THE PROSCENIUM STREET 2: 1170 PEACHTREE STREET NE SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 404 745 2100 MAIL ADDRESS: STREET 1: 1590 ADAMSON PKWY STREET 2: STE 400 CITY: MORROW STATE: GA ZIP: 30260 FORMER COMPANY: FORMER CONFORMED NAME: CARTER HOLDINGS INC DATE OF NAME CHANGE: 19980430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE INVESTORS LLC CENTRAL INDEX KEY: 0001122645 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31829 FILM NUMBER: 03959265 BUSINESS ADDRESS: STREET 1: BERKSHIRE PARTNERS STREET 2: ONE BOSTON PLACE 33RD FLOOR CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6172270050 MAIL ADDRESS: STREET 1: BERKSHIRE PARTNERS STREET 2: ONE BOSTON PL. #3300 CITY: BOSTON STATE: MA ZIP: 02108 4 1 a4.xml 4 X0201 4 2003-10-24 1 0001060822 CARTERS INC CRI 0001267860 FIFTH BERKSHIRE ASSOCIATES LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001267628 BERKSHIRE FUND IV COINVESTMENT FUND LTD PARTNERSHIP C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001069736 BERKSHIRE FUND V L P C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001122645 BERKSHIRE INVESTORS LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 Common Stock 2003-10-24 4 S 0 1651771 19.00 D 17385379 I See Footnote Fifth Berkshire Associates LLC ("FBA"), as the sole general partner of Berkshire Fund V, Limited Partnership ("Fund V") and Berkshire Fund V Coinvestment Fund, Limited Partnership ("Coinvest Fund"), may be deemed to share voting and dispositive power with respect to the 11,811,007 shares of common stock of the Issuer (the "Common Stock") directly held by Fund V (after giving effect to the transactions reported on this Form 4) and the 5,574,372 shares of Common Stock directly held by Coinvest Fund (after giving effect to the transactions reported on this Form 4) (see Exhibit 99 to this Form 4). FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares. By: /s/ Kevin T. Callaghan, Managing Director of Fifth Berkshire Associates LLC 2003-10-27 EX-99.1 3 ex-99d1.htm EX-99.1

Exhibit 99.1

Attachment to Form 4 – Joint Filer Information

Pursuant to Instruction 4(b)(v) of the General Instructions to Form 4, this joint filer information is also being filed on behalf of the Reporting Persons set forth below as an exhibit to the Form 4 filed by Fifth Berkshire Associates LLC. The date of event requiring this statement is 10/24/03 and the securities to which this Form 4 relates are shares of common stock of Carter’s, Inc.

TABLE I: Non-Derivative Securities Beneficially Owned

Name and Address of Reporting Person

Transition Code

Securities Disposed of (D)

Price

Amount of Securities Beneficially Owned Following Reported Transaction(s)

Ownership Form: Direct (D) or Indirect (I)

Nature of Indirect Beneficial Ownership

Berkshire Fund V, Limited Partnership

S

1,122,154

$19.00

11,811,007

D

Berkshire Fund V Coinvestment Fund, Limited Partnership

S

529,617

$19.00

5,574,372

D

Berkshire Investors LLC (a)

S

112,215

$19.00

1,181,100

D

The address of each of the above-listed Reporting Person is c/o Berkshire Partners LLC, One Boston Place, Suite 3300, Boston, Massachusetts 02108

(a) Berkshire Investors LLC may be deemed to be, but does not admit to be, a member of a “group” holding over 10% of the outstanding Common Stock for purposes of Section 13(d)(3) of the Exchange Act.

Signature of Reporting Persons:

BERKSHIRE FUND V, LIMITED PARTNERSHIP

By:		Fifth Berkshire Associates LLC,
		its General Partner

By:		/s/ Kevin T. Callaghan
		Name: Kevin T. Callaghan
		Title: Managing Director

BERKSHIRE FUND V COINVESTMENT FUND, LIMITED PARTNERSHIP

By:		Fifth Berkshire Associates LLC,
		its General Partner

By:		/s/ Kevin T. Callaghan
		Name: Kevin T. Callaghan
		Title: Managing Director

BERKSHIRE INVESTORS LLC

By:	/s/ Kevin T. Callaghan
	Name: Kevin T. Callaghan
	Title: Managing Director

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