UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 12, 2001
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CARTER HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 333-51447 13-3912933
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1590 Adamson Parkway, Suite 400, Morrow, Georgia 30260
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 961-8722
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Not applicable
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(Former name and former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On July 16, 2001, Carter Holdings, Inc. (the "Company") announced that the
Company, its stockholders and CH Acquisitions LLC, a Delaware limited liability
company (the "CH Acquisitions"), entered into a Stock Purchase Agreement, dated
as of July 12, 2001, pursuant to which CH Acquisitions will acquire all of the
outstanding capital stock of the Company. A copy of the Company's press release
with respect to the transaction is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO DESCRIPTION
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99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 18, 2001 CARTER HOLDINGS, INC.
Registrant
By: /s/ David A. Brown
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Name: David A. Brown
Title: Executive Vice President
EXHIBIT INDEX
EXHIBIT NO DESCRIPTION
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99.1 Press Release
Exhibit 99.1
BERKSHIRE PARTNERS TO ACQUIRE THE WILLIAM CARTER COMPANY
FROM INVESTCORP IN $450 MILLION TRANSACTION
BOSTON, MA, NEW YORK, NY and MORROW, GA -- JULY 16, 2001 -- Berkshire Partners
LLC, the Boston-based private equity investment firm, and Investcorp, the global
investment group, today announced that they have signed a definitive agreement
under which Berkshire will acquire The William Carter Company ("Carter's") from
Investcorp and its clients for approximately $450 million.
Carter's is the nation's largest branded marketer of baby and toddler apparel,
and a leading marketer of young children's apparel. Over its 136 years of
operation, Carter's has become one of the best recognized brand names in the
children's apparel industry. Morrow, Georgia-based Carter's markets its products
under the brand names of CARTER'S and CARTER'S CLASSICS to department stores and
specialty store accounts, and through its 149 retail outlet stores.
The transaction, expected to close in the third quarter of 2001, involves the
continuing leadership of the company's senior management. Upon completion of the
transaction, investment funds established by Berkshire and management will own
all of the company's equity. Berkshire's equity investment will total
approximately $130 million.
"Over the course of our four-and-a-half-year partnership with Investcorp,
Carter's made substantial operating and financial progress and has further
established the CARTER'S family of brands as the most innovative and popular in
the children's apparel sector," said Frederick J. Rowan II, Chairman, Chief
Executive Officer and President of The William Carter Company. "As we look
towards the future, we are excited to begin a new partnership with Berkshire
Partners and benefiting from their experience with branded- and retail-oriented
companies."
Bradley M. Bloom, Managing Director at Berkshire, stated, "Carter's talented
management team and leading brand name were key factors in our decision to
invest in the company. The strategy of management to build an industry leader
that serves its customer base and ultimately the consumer with excellent value
in a high quality, branded product is an ideal fit with our own investment
philosophy. We look forward to our new partnership with management as they lead
Carter's to continued success."
Christopher O'Brien, a member of Investcorp's Management Committee, said, "We
are very pleased with the outcome of the investment we first made in Carter's in
1996. Fred Rowan and his team achieved tremendous financial results in a range
of economic conditions by executing a strategic plan that moved the company into
new sales channels, allowed it to introduce new product
lines, and optimize its supply chain. The company is well-positioned as the
leader in an important, growing industry, and we wish Carter's and Berkshire
Partners all the best."
In 2000, Carter's consolidated net sales were $471.4 million, representing a
nearly 50 percent increase from $318.2 million in 1996. During this period,
wholesale sales increased from $189.0 million to $256.1 million and retail
outlet store sales increased from $129.2 million to $215.3 million.
ABOUT BERKSHIRE PARTNERS LLC
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Berkshire Partners is an active investor in the private equity market managing
approximately $3.0 billion of equity capital. Through its 15-year investment
history, Berkshire has completed 70 acquisitions or growth capital investments
with a primary focus on building solid, growth-oriented companies in conjunction
with strong, equity-incented management teams. Berkshire invests in a number of
industries including manufacturing, retailing, transportation,
telecommunications and business services. Its private equity transactions have
taken several forms; leveraged buyouts, recapitalizations, growth capital
investments, privatizations, and industry consolidations. Investors consist
primarily of university endowments, public and private pension funds, insurance
companies, foundations, and financial institutions. Additional information may
be found at http://www.berkshirepartners.com.
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ABOUT INVESTCORP
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Investcorp is a leading global investment group with offices in New York, London
and Bahrain. Since 1982, it has completed transactions in North America and
Western Europe, with a total acquisition value of approximately $19 billion. In
addition to The William Carter Company, Investcorp and its clients currently
have investments in U.S. companies including Stratus Technologies, Jostens,
Inc., Werner Holdings, TelePacific Communications and Independent Wireless One.
U.S. investments that have been taken public by Investcorp include Prime
Service, Tiffany & Co., Circle K Corporation, Saks Fifth Avenue and CSK Auto
Corporation. In Europe, Investcorp and its clients currently have investments in
Avecia (formerly Zeneca Specialties), Gerresheimer Glas, Polestar and Welcome
Break. Additional information may be found at www.Investcorp.com.
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ABOUT THE WILLIAM CARTER COMPANY
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The William Carter Company is the nation's largest branded marketer of baby and
toddler apparel, and a leading marketer of young children's apparel. Over the
company's 136 years of operation, Carter's has become one of the best recognized
brand names in the children's apparel industry. Carter's markets its family of
brands, including CARTER'S and CARTER'S CLASSICS, to approximately 500
department stores and specialty store accounts, together representing an
estimated 8,000 store fronts, as well as through its 149 retail outlet stores.
The company, which is based in Morrow, Georgia and has approximately 7,000
employees, was founded in 1865 by William Carter in
Needham, Massachusetts. Additional information may be found at www.carters.com.
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Contacts: BERKSHIRE INVESTCORP
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Brad Bloom Todd Fogarty
Jeanine Neumann Kekst and Company
Berkshire Partners (212) 521-4854
(617) 227-0050
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