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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Carters, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
146229109
(CUSIP Number)
October 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/_X_/ Rule 13d-1(b)
/___/ Rule 13d-1(c)
/___/ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number. SEC 1745 (02-02)
CUSIP No. 146229109 13G
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Guardian Life Insurance Company of America
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -1,520,289-
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
-1,520,289-
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,520,289-
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IC, HC
- ----------------------------------------------------------------
CUSIP No. 146229109 13G
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Guardian Investor Services LLC
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -1,520,289-
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
-1,520,289-
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,520,289-
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IA, BD, HC
- ----------------------------------------------------------------
CUSIP No. 146229109 13G
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RS Investment Management Co. LLC
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -1,520,289-
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
-1,520,289-
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,520,289-
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IA
- ----------------------------------------------------------------
CUSIP No. 146229109 13G
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RS Partners Fund
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -920,082-
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
-920,082-
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-920,082-
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IV
- -----------------------------------------------------------------
CUSIP No. 146229109 13G
ITEM 1.
(a) The name of the issuer is Carters, Inc. (the "Issuer").
(b) The principal executive office of the Issuer is located at:
The Proscenium, 1170 Peachtree Street NE, Suite 900, Atlanta, GA 30309.
ITEM 2.
(a-c) See Annex I for information on the persons filing this
statement (collectively, the "Filers")
(d) This statement relates to shares of common stock of the Issuer
(the "Stock").
(e) The CUSIP number of the Stock is 146229109.
CUSIP No. 146229109 13G
ITEM 3. If this statement is filed pursuant to rules 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) _X*_ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o). *Guardian Investor Services LLC is a registered investment
adviser, a registered broker-dealer, and the parent company
of RS Investment Management Co. LLC.
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) _X*_ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c). *The Guardian Life Insurance Company of America is an
insurance company and the parent company of Guardian
Investor Services LLC and RS Investment Management Co. LLC.
(d) _X*_ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
*RS Partners Fund is a registered investment company.
(e) _X*_ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E). *RS Investment Management Co. LLC is a registered
investment adviser. Guardian Investor Services LLC is a
registered investment adviser, a registered broker-dealer,
and the parent company of RS Investment Management Co. LLC.
(f) ___ An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) _X*_ A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G).
*The Guardian Life Insurance Company of America is an
insurance company and the parent company of Guardian
Investor Services LLC and RS Investment Management Co. LLC.
Guardian Investor Services LLC is a registered investment
adviser, a registered broker-dealer, and the parent company of
RS Investment Management Co. LLC.
(h) ___ A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with rule 240.13d-1(b)(1)(ii)(J)
CUSIP No. 146229109 13G
ITEM 4. OWNERSHIP
See Items 5-9 and 11 on the cover page for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /X/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
RS Investment Management Co. LLC is a registered investment adviser whose
clients have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock. No individual
client's holdings of the Stock are more than five percent of the outstanding
Stock.
The Guardian Life Insurance Company of America is an insurance company and
the parent company of Guardian Investor Services LLC and RS Investment
Management Co. LLC. Guardian Investor Services LLC is a registered
investment adviser, a registered broker-dealer, and the parent company of
RS Investment Management Co. LLC.
CUSIP No. 146229109 13G
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
CUSIP No. 146229109 13G
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: November 1, 2008
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Thomas G. Sorell
Thomas G. Sorell
Executive Vice President and Chief Investment Officer
GUARDIAN INVESTOR SERVICES LLC
By: /s/ Thomas G. Sorell
Thomas G. Sorell
Executive Vice President and Chief Investment Officer
RS INVESTMENT MANAGEMENT CO. LLC
By: /s/ Terry R. Otton
Terry R. Otton
Chief Executive Officer
RS PARTNERS FUND
By: RS INVESTMENT MANAGEMENT CO. LLC
Investment Adviser
By: /s/ Terry R. Otton
Terry R. Otton
Chief Executive Officer
CUSIP No. 146229109 13G
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely
filing of the Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such person
contained therein; but none of them is responsible for the completeness or
accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is
inaccurate.
Dated: November 1, 2008
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Thomas G. Sorell
Thomas G. Sorell
Executive Vice President and Chief Investment Officer
GUARDIAN INVESTOR SERVICES LLC
By: /s/ Thomas G. Sorell
Thomas G. Sorell
Executive Vice President and Chief Investment Officer
RS INVESTMENT MANAGEMENT CO. LLC
By: /s/ Terry R. Otton
Terry R. Otton
Chief Executive Officer
RS PARTNERS FUND
By: RS INVESTMENT MANAGEMENT CO. LLC
Investment Adviser
By: /s/ Terry R. Otton
Terry R. Otton
Chief Executive Officer
CUSIP No. 146229109 13G
Annex I
The filers are:
I.
(a) The Guardian Life Insurance Company of America is a New York
mutual life insurance company.
(b) insurance company and parent company
II.
(a) Guardian Investor Services LLC is a Delaware limited liability company.
(b) registered investment adviser, registered broker-dealer, and parent
company
III.
(a) RS Investment Management Co. LLC is a Delaware limited liability
Company.
(b) registered investment adviser
IV.
(a) RS Partners Fund is a series of a Massachusetts business trust.
(b) investment company