| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARTERS INC [ CRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/08/2004 | J(1) | 2,809,156 | D | $33.47(2) | 6,795,822 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | 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. On December 8, 2004, Berkshire Fund V, Limited Partnership ("Fund V") and Berkshire Fund V Coinvestment Fund, Limited Partnership ("Coinvest Fund"), distributed a total of 2,809,156 shares of common stock of the Issuer (the "Common Stock") pro rata to their respective limited partners, of which 1,908,441 of the shares were directly held by Fund V and 900,715 shares were directly held by Coinvest Fund. Of the 2,809,156 shares of Common Stock distributed, Fifth Berkshire Associates LLC ("FBA"), as the sole general partner of Fund V and Coinvest Fund, had a pecuniary interest in 463,192 shares, which FBA received as part of the distribution and promptly transferred to the members of FBA. |
| 2. The price listed in the table above is the designated price per share distributed in the pro rata distribution pursuant to the funds' governing documents. No consideration was paid in connection with the distribution. |
| 3. FBA, as the sole general partner of Fund V and Coinvest Fund, may be deemed to share voting and dispositive power with respect to the 4,616,839 shares of Common Stock directly held by Fund V (after giving effect to the transactions reported on this Form 4) and the 2,178,983 shares of Common Stock directly held by Coinvest Fund (after giving effect to the transactions reported on this Form 4) (see Exhibit 99 to this Form 4). FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares. |
| By: /s/ Ross M. Jones, Managing Director of Fifth Berkshire Associates LLC | 12/08/2004 | |
| ** 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 4 (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 4 – Joint Filer Information
Pursuant to Instruction 4(b)(v) of the General Instructions to Form 4, this joint filer information is also being filed on behalf of the Reporting Persons set forth below as an exhibit to the Form 4 filed by Fifth Berkshire Associates LLC. The date of event requiring this statement is 12/08/04 and the securities to which this Form 4 relates are shares of common stock of Carter’s, Inc.
TABLE I: Non-Derivative Securities Beneficially Owned
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Name and Address of Reporting Person |
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Transaction Code |
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Securities Disposed of (D) |
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Price |
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Amount of Securities Beneficially Owned Following Reported Transaction(s) |
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Ownership Form: 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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J(b |
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1,908,441 |
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$ |
33.47 |
(d) |
4,616,839 |
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D |
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Berkshire Fund V Coinvestment Fund, Limited Partnership |
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J(b |
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900,715 |
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$ |
33.47 |
(d) |
2,178,983 |
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D |
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Berkshire Investors LLC (a) |
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J(c |
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190,844 |
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$ |
33.47 |
(d) |
461,684 |
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D |
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The address of each of the above-listed Reporting Person 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 of the Issuer for purposes of Section 13(d)(3) of the Exchange Act.
(b) See Footnote 1 to this Form 4.
(c) On December 8, 2001, Berkshire Investors LLC distributed a total of 190,844 shares of Common Stock pro rata to its members.
(d) The price listed in the table above is the designated price per share distributed in the pro rata distribution pursuant to the governing documents of the three funds. No consideration was paid to any of the three funds in connection with the distribution.
Signature of Reporting Persons:
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BERKSHIRE FUND V, LIMITED PARTNERSHIP |
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By: |
Fifth Berkshire Associates LLC, |
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its General Partner |
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By: |
/s/ Ross M. Jones |
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Name: Ross M. Jones |
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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, |
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its General Partner |
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By: |
/s/ Ross M. Jones |
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Name: Ross M. Jones |
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Title: Managing Director |
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BERKSHIRE INVESTORS LLC |
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By: |
/s/ Ross M. Jones |
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Name: Ross M. Jones |
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Title: Managing Director |
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