-----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, LFjKVttFlYXNySLeDiTiNrfXIys2cmwL4oD33TI7K0RtJ7hBTdWJ3MBZJoEuorKE 2Glx/JyjHXAJ+239SVGvsg== 0001017062-99-000960.txt : 19990518 0001017062-99-000960.hdr.sgml : 19990518 ACCESSION NUMBER: 0001017062-99-000960 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ST JOHN KNITS INC CENTRAL INDEX KEY: 0000896100 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 952245070 STATE OF INCORPORATION: CA FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-43547 FILM NUMBER: 99625565 BUSINESS ADDRESS: STREET 1: 17422 DERIAN AVE IVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9498631171 MAIL ADDRESS: STREET 1: 17422 DERIAN AVE CITY: IRVINE STATE: CA ZIP: 92614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SJKACQUISITION INC CENTRAL INDEX KEY: 0001084622 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 17422 DERIAN AVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9498631171 MAIL ADDRESS: STREET 1: 17422 DERIAN AVE CITY: IRVINE STATE: CA ZIP: 92614 SC 13E3/A 1 AMENDMENT #2 - SJKACQUISITION, INC. As filed with the Securities and Exchange Commission on May 17, 1999 Registration No. 5-43547 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 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/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 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] ================================================================================ 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/SJK 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/SJK Investors LLC, a Delaware limited liability company. Vestar/SJK Investors LLC 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. 1 CROSS-REFERENCE SHEET
Item in Schedule 13E-3 Where Located in Proxy Statement-Prospectus -------------- ------------------------------------------- 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"
2 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 "Summary--Interests of the Grays That Are Different from Yours," "Special Factors--Interests of the Grays and Other Officers and Directors of St. John in the Mergers; Conflicts of Interests," "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) *
3 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(c)(5) Letter Agreement, dated as of April 27, 1999, between Vestar Capital Partners III, L.P. and Robert E. Gray, attaching (i) a summary of terms for the Grays' stock options, (ii) a form of St. John Knits International, Incorporated 1999 Stock Option and (iii) a form of stock option agreement (incorporated herein by reference to Exhibit 10.5 to SJKI's Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-73107)) ***Item 17(d) Proxy Statement-Prospectus filed by St. John Knits International, Incorporated on May 17, 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. ** Filed previously. *** Incorporated herein by reference from the Proxy Statement-Prospectus which forms a part of Amendment No. 2 to the Registration Statement on Form S-4 of St. John Knits International, Incorporated filed May 17, 1999. **** To be filed by amendment. 4 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/SJK 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 and Vestar/SJK Investors LLC are each limited liability companies 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 and Vestar/SJK Investors LLC have also been organized for the purpose of consummating the Acquisition Merger and have 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/SJK 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.
5 (e)-(f) None of the Company, SJKI, Pearl, 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., Vestar Associates Corporation III, any executive officer, director or person controlling the Company, SJKI, Pearl, SJKAcquisition, Vestar/Gray Investors LLC, Vestar/SJK 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.
6 (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.
7 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 "Summary--Interests of the Grays That Are Different from Yours," "Special Factors--Interests of the Grays and Other Officers and Directors of St. John in the Mergers; Conflicts of Interests," "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)
8 *(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) (c)(5) Letter Agreement, dated as of April 27, 1999, between Vestar Capital Partners III, L.P. and Robert E. Gray, attaching (i) a summary of terms for the Grays' stock options, (ii) a form of St. John Knits International, Incorporated 1999 Stock Option Plan and (iii) a form of stock option agreement (incorporated herein by reference to Exhibit 10.5 to SJKI's Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-73107)) (d) Proxy Statement-Prospectus (filed by SJKI on May 17, 1999 and incorporated herein by reference) *(e) Summary of Appraisal Rights (incorporated herein by reference to Appendix D to the Proxy Statement-Prospectus) (f) Not applicable.
- -------- * Filed previously. ** To be filed by amendment. 9 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 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: /s/ Bob Gray ___________________________________ Name: Bob Gray 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 10 VESTAR/GRAY INVESTORS LLC By: /s/ James P. Kelley ___________________________________ Name: James P. Kelley VESTAR/SJK INVESTORS LLC 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 May 17, 1999 11 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) (c)(5) Letter Agreement, dated as of April 27, 1999, between Vestar Capital Partners III, L.P. and Robert E. Gray, attaching (i) a summary of terms for the Grays' stock options, (ii) a form of St. John Knits International, Incorporated 1999 Stock Option Plan and (iii) a form of stock option agreement (incorporated herein by reference to Exhibit 10.5 to SJKI's Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-73107)) (d) Proxy Statement-Prospectus (filed by SJKI on May 17, 1999 and incorporated herein by reference) *(e) Summary of Appraisal Rights (incorporated herein by reference to Appendix D to the Proxy Statement-Prospectus) (f) Not applicable.
- -------- * Filed previously. ** To be filed by amendment. 12 -----END PRIVACY-ENHANCED MESSAGE-----