0001140361-18-037881.txt : 20180906 0001140361-18-037881.hdr.sgml : 20180906 20180905193328 ACCESSION NUMBER: 0001140361-18-037881 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180906 DATE AS OF CHANGE: 20180905 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY ELLIS INTERNATIONAL, INC CENTRAL INDEX KEY: 0000900349 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 591162998 STATE OF INCORPORATION: FL FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48707 FILM NUMBER: 181056434 BUSINESS ADDRESS: STREET 1: 3000 NW 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055922830 MAIL ADDRESS: STREET 1: 3000 NW 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: PERRY ELLIS INTERNATIONAL INC DATE OF NAME CHANGE: 19990623 FORMER COMPANY: FORMER CONFORMED NAME: SUPREME INTERNATIONAL CORP DATE OF NAME CHANGE: 19940531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WATER ISLAND CAPITAL LLC CENTRAL INDEX KEY: 0001222765 IRS NUMBER: 134100544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 41 MADISON AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-584-2367 MAIL ADDRESS: STREET 1: 41 MADISON AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D 1 formsc13d.htm SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934 (Amendment No. __)
 
Perry Ellis International, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

288853104
(CUSIP Number)

Ludmila Chwazik, 41 Madison Ave., 42nd Floor, New York, NY 10010, (646) 727-4463
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 31, 2018
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
SCHEDULE 13D
 
CUSIP No.
288853104
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Water Island Capital, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO  Funds  of  Investment  Advisory  Clients
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
867,606
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
867,606
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
867,606
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.468%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA  -  Investment  Adviser
 
 
 
 
 
Page 2
Item 1.
Security and Issuer
 
Common Stock of Perry Ellis International, Inc. (“Issuer”)
 
Item 2.
Identity and Background

This statement is being filed by Water Island Capital LLC (“Reporting Person”).  The Reporting Person is a Delaware limited liability company and is an investment adviser registered with the U.S. Securities and Exchange Commission.  The business address for the Reporting Person is 41 Madison Ave., New York NY 10010.

The Reporting Person has not been convicted in a criminal proceeding or 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 or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws during the last five years.
 
Item 3.
Source and Amount of Funds or Other Considerations

The source of the funds used to purchase shares of the Issuer was the reporting person’s advisory clients’ funds.  No borrowed funds were used to purchase the shares.
 
Item 4.
Purpose of Transaction

The Reporting Person is engaged in the business of securities analysis and investment. The Reporting Person takes an opportunistic and flexible approach to event-driven opportunities around the globe. Event-driven investing is a highly specialized strategy designed to profit from the behavior of equity and debt instruments trading within the timelines of specific corporate events, such as mergers, acquisitions, restructurings, refinancings, recapitalizations, and distressed situations.

The Reporting Person does not believe that the merger consideration recently offered in the Agreement and Plan of Merger, dated as of June 15, 2018, by and among the Issuer; Feldenkreis Holdings LLC; and GF Merger Sub, Inc. represents fair value to the Issuer’s shareholders.  As a holder of such shares, the Reporting Person is considering various options and remedies to maximize the value of its shares in connection with the merger.
 
Item 5.
Interest in Securities of the Issuer
 
(a)
The Reporting Person beneficially owns 867,606 shares of Issuer’s common stock, representing approximately 5.468% of the outstanding shares of Issuer’s common stock. The calculation of the percentage of outstanding shares of Issuer’s common stock held by the Reporting Person is based on 15,867,000 shares of Issuer’s common stock outstanding.
 
(b)
The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the 867,606 shares of Issuer’s common stock.
 
(c)
See Exhibit A.
 
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 867,606 shares of Issuer’s common stock.
 
(e)
Not applicable.
 
Page 3
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Dispositive and voting power of the Reporting Person with respect to the Issuer’s securities are held pursuant to written agreements with its investment advisory clients.
 
Item 7.
Material to Be Filed as Exhibits

A description of the transactions in the shares that were effected by the Reporting Person during the 60 days prior to August 31, 2018 is filed herewith as Exhibit A.
 
Signature
 
After reasonable 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.
 
September 5, 2018
  
Dated
  
   
/s/ Ludmila Chwazik
  
Signature
  
   
Ludmila Chwazik, Chief Compliance Officer
  
Name/Title
  
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
 
 
 EX-99.A 2 ex99_a.htm EXHIBIT A
Exhibit A
 
Exhibit A - Transactions Within the Last 60 Days
 
Ticker
Date
Type
Price
Number of
Shares
PERY US
2-Jul-18
Purchase
29.2124
702
PERY US
2-Jul-18
Purchase
29.2124
13,563
PERY US
2-Jul-18
Purchase
29.2296
3,950
PERY US
2-Jul-18
Purchase
29.2296
76,276
PERY US
2-Jul-18
Purchase
29.2624
2,025
PERY US
2-Jul-18
Purchase
29.2624
39,094
PERY US
3-Jul-18
Purchase
29.2858
1,229
PERY US
3-Jul-18
Purchase
29.2858
23,716
PERY US
3-Jul-18
Purchase
29.2976
2,206
PERY US
3-Jul-18
Purchase
29.2976
42,568
PERY US
3-Jul-18
Purchase
29.317
1,669
PERY US
3-Jul-18
Purchase
29.317
32,212
PERY US
5-Jul-18
Purchase
28.4209
8,354
PERY US
5-Jul-18
Purchase
28.4209
161,646
PERY US
9-Jul-18
Purchase
28.5607
1,649
PERY US
9-Jul-18
Purchase
28.5607
31,464
PERY US
10-Jul-18
Purchase
28.5809
505
PERY US
10-Jul-18
Purchase
28.5809
9,496
PERY US
11-Jul-18
Purchase
28.6687
883
PERY US
11-Jul-18
Purchase
28.6687
17,075
PERY US
12-Jul-18
Purchase
28.6471
1,927
PERY US
12-Jul-18
Purchase
28.6471
37,001
PERY US
16-Jul-18
Purchase
28.2278
751
PERY US
16-Jul-18
Purchase
28.2278
14,444
PERY US
17-Jul-18
Purchase
28.25
2,090
PERY US
18-Jul-18
Purchase
28.2455
78
PERY US
18-Jul-18
Purchase
28.2455
3,354
PERY US
19-Jul-18
Purchase
28.235
204
PERY US
19-Jul-18
Purchase
28.235
4,079
PERY US
20-Jul-18
Purchase
28.2741
2,700
PERY US
24-Jul-18
Purchase
27.7485
197
PERY US
24-Jul-18
Purchase
27.7485
803
PERY US
25-Jul-18
Purchase
27.75
72
PERY US
25-Jul-18
Purchase
27.75
1,028
PERY US
27-Jul-18
Purchase
27.8322
406
PERY US
27-Jul-18
Purchase
27.8322
6,994
PERY US
30-Jul-18
Purchase
27.846
22
PERY US
30-Jul-18
Purchase
27.846
478
PERY US
3-Aug-18
Purchase
29.1074
2,604
PERY US
3-Aug-18
Purchase
29.1074
44,499
PERY US
6-Aug-18
Purchase
29.1102
838
PERY US
6-Aug-18
Purchase
29.1102
14,434
PERY US
7-Aug-18
Purchase
29.1472
1,302
PERY US
7-Aug-18
Purchase
29.1472
22,755
PERY US
8-Aug-18
Purchase
29.1
1,083
 
Page 1
Exhibit A - Transactions Within the Last 60 Days
 
PERY US
8-Aug-18
Purchase
29.1
19,091
PERY US
9-Aug-18
Purchase
29.0998
940
PERY US
9-Aug-18
Purchase
29.0998
16,535
PERY US
10-Aug-18
Purchase
29.0676
1,338
PERY US
10-Aug-18
Purchase
29.0676
23,360
PERY US
13-Aug-18
Purchase
29.0954
487
PERY US
13-Aug-18
Purchase
29.0954
8,628
PERY US
14-Aug-18
Purchase
27.5037
4,275
PERY US
14-Aug-18
Purchase
27.5037
75,134
PERY US
14-Aug-18
Purchase
27.5136
1,696
PERY US
14-Aug-18
Purchase
27.5136
29,804
PERY US
15-Aug-18
Purchase
27.4987
1,368
PERY US
15-Aug-18
Purchase
27.4987
20,932
PERY US
31-Aug-18
Purchase
27.5
1,951
PERY US
31-Aug-18
Purchase
27.5
27,642
 
 
Page 2