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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE YANKEE CANDLE COMPANY, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
984757104
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(CUSIP Number)
JOAN BARKHORN HASS, ESQ.
NIXON PEABODY LLP
101 FEDERAL STREET, BOSTON, MA 02110
(617) 345-1115
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 6, 1999
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13D-1(g), check the
following box. / /
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule
13d-7(b) for other parties to whom copies are to be sent.
*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 later disclosures provided in a
prior cover page.
The information required in 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.
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CUSIP No. 984757104 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Michael J. Kittredge
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
U.S.A.
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Number of Shares (7) Sole Voting Power
Beneficially Owned 4,059,840
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
4,059,840
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,059,840
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
7.4%
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(14) Type of Reporting Person*
IN
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CUSIP No. 984757104 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, $.01 par
value per share ("Common Stock"), of The Yankee Candle Company, Inc., a
Massachusetts corporation ("Yankee Candle"). The principal executive offices of
Yankee Candle are located at 102 Christian Lane, Whately, MA 01093.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Michael J. Kittredge ("Mr.
Kittredge"). Mr. Kittredge was the founder of Yankee Candle and is Chairman of
Yankee Candle's Board of Directors. Mr. Kittredge is a U.S. citizen, and his
address is 203 South Beach Road, Hobe Sound, Florida 33455.
During the last five years Mr. Kittredge has been neither (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 27, 1998, Mr. Kittredge, as sole stockholder, sold 449.9782
shares of Yankee Candle common stock, no par value per share ("Old Yankee Candle
Stock"), to Yankee Candle Holdings Corp., a Delaware corporation ("Yankee Candle
Holdings") for $180,000,000. Mr. Kittredge retained ownership of 49.9976 shares
of Old Yankee Candle Stock. On July 6, 1999, Yankee Candle was reorganized (the
"Reorganization") pursuant to an Agreement and Plan of Reorganization (the
"Reorganization Agreement"), in contemplation of an initial public offering.
Pursuant to the Reorganization Agreement, Yankee Candle Holdings transferred
449.9782 shares of Old Yankee Candle Stock to Yankee Candle in exchange for
43,545,479 shares of Common Stock and options to purchase 554,521 shares of
Common Stock. Pursuant to a related Share Exchange Agreement (the "Share
Exchange Agreement"), Mr. Kittredge transferred 49.9976 shares of Old Yankee
Candle Stock to Yankee Candle in exchange for 4,900,000 shares of Common Stock.
The foregoing description of the Reorganization Agreement and the
Share Exchange Agreement is not intended to be complete and is qualified in its
entirety by the complete text of the Reorganization Agreement and the Share
Exchange Agreement, which are attached as Exhibits 1 and 2, respectively, to
this Statement on Schedule 13D and are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Kittredge acquired the shares of Common Stock in the
Reorganization, as more fully described in Item 3, in contemplation of an
initial public offering of Common Stock by Yankee Candle. On July 7, 1999, Mr.
Kittredge sold 840,160 shares of Common Stock in the initial public offering, at
the initial public offering price of $18.00 per share.
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CUSIP No. 984757104 13D Page 4 of 6 Pages
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Except as set forth above, Mr. Kittredge has no plans or proposals
which relate to or would result in the types of transactions or events set forth
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of July 7, 1999:
(a) Amount beneficially owned: 4,059,840 shares of Common
Stock
(b) Percent of class: 7.4%
(c) Number of shares as to which Mr. Kittredge has:
(i) Sole power to vote or to direct the vote:
4,059,840
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of: 4,059,840
(iv) Shared power to dispose or to direct the
disposition of: None
Except as described in Item 3, there have been no transactions in
shares of Common Stock by Mr. Kittredge during the 60-day period prior to the
date of this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to a Stockholder's Agreement, dated as of April 27, 1998 (the
"Kittredge Agreement"), between Yankee Candle and Mr. Kittredge, Mr. Kittredge
may participate proportionately in any sale by Forstmann Little & Co. Equity
Partnership-V, L.P. and Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-VI, L.P. (together, the "Forstmann Partnerships")
of all or a portion of the shares held by the Forstmann Partnerships to any
person who is not a partner or affiliate of the Forstmann Partnerships. In
addition, Mr. Kittredge is entitled and required to participate proportionately
in a public offering of shares of Common Stock by the Forstmann Partnerships, by
selling the same percentage of his shares of Common Stock that the Forstmann
Partnership sell in such a public offering. The sale of shares of Common Stock
in such a transaction must be for the same price and otherwise on the same terms
and conditions as the sale by the Forstmann Partnerships. If the Forstmann
Partnerships sell or exchange all or a portion of their Common Stock in a bona
fide arm's-length transaction, the Forstmann Partnerships may require Mr.
Kittredge to sell a proportionate amount of his shares of Common Stock for the
same price and on the same terms and conditions as the sale of Common Stock by
the Forstmann Partnerships, and if stockholder approval of the transaction is
required, to vote his shares of Common Stock in favor of the sale or exchange.
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CUSIP No. 984757104 13D Page 5 of 6 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement and Plan of Reorganization, dated July 2, 1999,
between Yankee Candle and Yankee Candle Holdings, and the exhibits
thereto, which was filed as Exhibit 1 to the Statement on 13D
relating to the Common Stock of Yankee Candle, filed by the
Forstmann Partnerships, and which is incorporated herein by
reference.
Exhibit 2: Share Exchange Agreement dated July 2, 1999 by and between Yankee
Candle and Mr. Kittredge.
Exhibit 3: Stockholders Agreement, dated as of April 27, 1998, between
Yankee Candle and Mr. Kittredge, which was filed as Exhibit 10.6
to Yankee Candle's Registration Statement on Form S-1 (File No.
333-76397) and which is incorporated herein by reference.
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CUSIP No. 984757104 13D Page 6 of 6 Pages
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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.
/s/ Michael J. Kittredge
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Michael J. Kittredge
Date: July 16, 1999
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Exhibit 2
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT, dated as of July 2, 1999 (the "Agreement") by
and between the Yankee Candle Company, Inc., a Massachusetts corporation (the
"Company"), and Michael J. Kittredge ("Kittredge").
WHEREAS, in connection with the initial public offering of the
Company's securities (the "Offering"), the Company and Yankee Candle Holdings
Corp., a Delaware corporation ("Holdings"), have entered into an Agreement
and Plan of Reoganization (the "Reorganization Agreement"), dated as of the
date hereof, providing for the isssuance by the Company of shares of new
common stock, par value $.01 per share ("New Common Stock"), of the Company
to Holdings, in exchange for the transfer by Holdings of all of its assets,
including, without limitation, its existing shares of common stock, no par
value, of the Company ("Existing Comon Stock");
WHEREAS, Kittredge is the owner of 49.9976 shares of Existing Common
Stock; and
WHEREAS, to carry out the intent of the Reorganization Agreement the
parties hereto deem it desirable that Kittredge exchange his shares of
Existing Common Stock for shares of New Common Stock on the terms and subject
to the conditions set forth herein;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and parties hereto agree as
follows:
1. THE KITTREDGE EXHANGE. On the business day immediately preceding
the day of the closing of the Offering (the "Effective Date"), on the terms
and conditions set forth herein, Kittredge shall sell, transfer, convey and
deliver certificates representing his 49.9976 shares of Existing Common
Stock, duly endorsed in blank or with stock powers attached, to the Company
in exchange for certificates representing 4,900,000 newly issued, fully paid
and non-assessable shares of New Common Stock (the "Kittredge Exchange").
Kittredge represents and warrants to the Company that his shares of Existing
Common Stock are on the date hereof, and will be on the Effective Date, free
of all liens, claims and encumbrances except those created pursuant to
agreements to which the Company is a party.
2. TERMINATION. This Agreement shall automatically terminate, and the
Kittredge Exchange shall automatically be abandoned, upon the termination of the
Reorganization Agreement. This Agreement may not otherwise be terminated without
the written consent of the parties hereto and Holdings.
3. THIRD PARTY BENEFICIARY. This Agreement shall inure to the benefit
of the parties hereto and Holdings, which shall be a third party beneficiary
hereto.
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4. ENTIRE AGREEMENT. This Agreement and the Reorganization Agreement
contain the entire agreement of the parties with respect to the transactions
contemplated hereby.
5. MODIFICATIONS. No amendment or modification of this Agreement shall
be valid unless it is in writing and signed by or on behalf of each of the
Company and Kittredge.
6. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York, without giving effect to the principles of conflict of laws.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be an original and all of
which shall constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE YANKEE CANDLE COMPANY, INC.
By: /s/ Michael D. Parry
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Name: Michael D. Parry
Title: President and Chief Executive Officer
MICHAEL J. KITTREDGE
/s/ Michael J. Kittredge
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