| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/23/2003 |
3. Issuer Name and Ticker or Trading Symbol
CARTERS INC [ CRI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 19,037,150 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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 the12,933,161 shares of common stock of the Issuer "Common Stock" directly held by Fund V and the 6,103,989 shares of Common Stock directly held by Coinvest Fund (see Exhibit 99 to this Form 3). FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares. |
| By: /s/ Bradley M. Bloom, Managing Director of Fifth Berkshire Associates LLC | 10/23/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Attachment to Form 3 — Joint Filer Information
Pursuant to Instruction 5(b)(v) of the General Instructions to Form 3, this joint filer information is also being filed on behalf of the Reporting Persons set forth below as an exhibit to the Form 3 filed by Fifth Berkshire Associates LLC with respect to beneficial ownership of securities of Carter’s, Inc. (CRI). The date of event requiring this statement is 10/23/03.
TABLE I: Non-Derivative Securities Beneficially Owned
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Name and Address of Reporting Person |
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Amount or Number of Shares |
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Ownership Form of Derivative Security: Direct (D) or Indirect (I) |
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Nature of Indirect Beneficial Ownership |
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Berkshire Fund V, Limited Partnership |
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12,933,161 |
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D |
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Berkshire Fund V Coinvestment Fund, Limited Partnership |
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6,103,989 |
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D |
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Berkshire Investors LLC (a) |
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1,293,315 |
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D |
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The address of each of the above-listed Reporting Persons 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.
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Signature of Reporting Persons: |
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BERKSHIRE FUND V, LIMITED PARTNERSHIP |
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By: |
Fifth Berkshire Associates LLC, its General Partner |
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By: |
/s/ Bradley M. Bloom |
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Name: |
Bradley M. Bloom |
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Title: |
Managing Director |
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BERKSHIRE FUND V COINVESTMENT FUND, LIMITED PARTNERSHIP |
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By: |
Fifth Berkshire Associates LLC, its General Partner |
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By: |
/s/ Bradley M. Bloom |
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Name: |
Bradley M. Bloom |
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Title: |
Managing Director |
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BERKSHIRE INVESTORS LLC |
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By: |
/s/ Bradley M. Bloom |
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Name: |
Bradley M. Bloom |
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Title: |
Managing Director |
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