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) November 9, 2005
Carter’s, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-31829 |
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13-3912933 |
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(States or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
The
Proscenium,
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
(Address of principal executive offices, including zip code)
(404) 745-2700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 8.01. Other Events
On November 9, 2005, Berkshire Partners LLC (“Berkshire”), a private equity firm whose investment funds (the “Berkshire Funds”) own approximately 25% of the common stock of Carter’s, Inc. (the “Company”), issued a press release announcing a distribution of 3.6 million shares of Company stock to both the general partner and limited partners of the Berkshire Funds. A copy of this press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit 99.1 Press Release issued by Berkshire on November 9, 2005.
SIGNATURE
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.
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CARTER’S, INC. |
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November 9, 2005 |
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By: |
/s/ Michael D. Casey |
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Name: |
Michael D. Casey |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
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EXHIBIT INDEX
The following exhibit is furnished with this report:
99.1 Press Release issued by Berkshire on November 9, 2005.
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Exhibit 99.1
Contact: Berkshire Partners LLC
Jeanine Neumann 617-227-0050
BERKSHIRE PARTNERS ANNOUNCES A DISTRIBUTION OF
CARTER’S COMMON STOCK
Boston, MA — November 9, 2005 — Berkshire Partners LLC (“Berkshire”), a Boston-based private equity firm, announced today a distribution of 3.6 million shares of Carter’s, Inc. (NYSE: CRI) (the “Company”) common stock by investment funds Berkshire manages (“Berkshire Funds”). The shares will be distributed to both the general partner and limited partners of the Berkshire Funds.
Berkshire partnered with Company management in August 2001 to acquire Carter’s. The Company completed its initial public offering in October 2003 and a secondary offering in September 2004. Prior to the IPO, the Berkshire Funds owned 20.3 million shares, representing approximately 85% of the Company. Prior to the current distribution, the Berkshire Funds owned approximately 7.3 million shares representing approximately 25% of the Company. After the distribution, the Berkshire Funds will own approximately 3.6 million shares representing approximately 13% of the Company.
The distribution is consistent with Berkshire’s long-term strategy as a private equity firm to realize value for its investors. The distribution will also increase the market float for Carter’s stock. Bradley M. Bloom and Ross M. Jones, Managing Directors of Berkshire, are members of the Company’s Board of Directors.
About Berkshire Partners LLC
Berkshire Partners has invested in mid-sized private companies for the past twenty years through six investment funds with aggregate capital commitments of approximately $3.5 billion. The firm’s investment strategy is to seek companies that have strong growth prospects and to partner with talented management teams who are interested in being owners of the companies they operate. Berkshire has developed specific industry experience in several areas including consumer products, industrial manufacturing, transportation, communications, business services, and retailing and related services. Berkshire has been an investor in over 80 operating companies with more than $13.0 billion of acquisition value and combined revenues in excess of $17 billion. Additional information may be found at www.berkshirepartners.com.
About Carter’s, Inc.
Carter’s, Inc. is the nation’s largest branded marketer of children’s apparel for ages newborn to six years old. Carter’s, Inc. markets the Carter’s and OshKosh B’Gosh brands, two of the most trusted and recognized brands in the marketplace. These brands are sold in more than 4,000 department and national chain store and through more than 350 Company-operated stores. The OshKosh B’Gosh brand is also sold in more than 50 countries worldwide. Carter’s Child of Mine and Just One Year brands are available at Wal-Mart and Target, respectively. OshKosh B’Gosh’s Genuine Kid’s brand is sold at Target. Carter’s is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.