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 27, 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 27, 2001, The William Carter Company (the "Company") announced
that it intends to raise approximately $175 million gross proceeds through an
offering of Senior Subordinated Notes due 2011. A copy of the Company's press
release with respect to the offering 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 27, 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
99.1 Press Release
Exhibit 99.1
THE WILLIAM CARTER COMPANY ANNOUNCES OFFERING OF SENIOR
SUBORDINATED NOTES TO PARTIALLY FINANCE THE PREVIOUSLY
ANNOUNCED ACQUISITION BY BERKSHIRE PARTNERS LLC
MORROW, GA, July 27, 2001: The William Carter Company ("Carter's") today
announced that it intends to raise approximately $175 million gross proceeds
through an offering of Senior Subordinated Notes due 2011. The net proceeds from
the offering would be used to partially fund the previously announced
acquisition of Carter's by Berkshire Partners LLC, including the planned
optional redemption by Carter's of its outstanding $100 million aggregate
principal amount of 10 3/8% Senior Subordinated Notes due 2006, which would
require the payment by Carter's of principal, accrued interest and the
applicable redemption premium. The note offering and the planned redemption are
subject to market and other conditions including, without limitation, the
closing of the acquisition transaction.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy the 2011 notes, nor a notice of redemption under the indenture
governing the 2006 notes. The 2011 notes to be offered have not been, and will
not be, registered under the Securities Act of 1933 or any other jurisdiction
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
Certain statements in this press release are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended, and are subject to the
safe harbor created thereby. These statements involve a number of risks,
uncertainties, and other factors including the failure to close the acquisition
transaction and potential changes in market conditions that could cause actual
results to differ materially.