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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) December 8, 1998
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ST. JOHN KNITS, INC.
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(Exact name of registrant as specified in its charter)
California 1-11752 95-2245070
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
17422 Derian Avenue, Irvine, California 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 863-1171
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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A copy of the press release issued by St. John Knits, Inc., a
California corporation (the "Company"), on December 8, 1998 is filed as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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99.1 Press Release issued by the Company on December 8, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 10, 1998
ST. JOHN KNITS, INC.
By: /s/ Roger G. Ruppert
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Name: Roger G. Ruppert
Title: Senior Vice President - Finance,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No. Description of Exhibit
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99.1 Press Release issued by the Company on December 8, 1998
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EXHIBIT 99.1
Company Press Release
St. John Knits Receives Definitive Offer For $28 Per Share From Group Led by
Founder And CEO Bob Gray
IRVINE, California--Dec. 8, 1998--St. John Knits Inc. (NYSE: SJK), today
announced that its Board of Directors has formed an independent committee to
evaluate a definitive proposal it has received from company founder, Chairman,
and Chief Executive Officer Bob Gray and his family to buy the company's
outstanding shares not owned by the Gray family for $28 per share in cash. The
proposal represents a premium of approximately 28 percent over Tuesday's closing
stock price of 21 15/16 and has a total value of approximately $490 million.
Gray has informed the company that he has received a commitment to provide
equity financing from Vestar Capital Partners, a private equity investment firm
with offices in New York and Denver. Gray and Vestar are working with Chase
Manhattan Bank to provide the balance of required financing for the transaction.
In a letter proposing his offer to the Board of St. John Knits, Gray said, "I
believe our offer delivers substantial, certain value to shareholders as we
undertake a strategy to refocus on our core business lines. After carefully
considering the company's business performance this year and evaluating our
strategic options for the future, I have concluded that rather than pushing for
top-line growth at our historic growth rate of 25 percent per year through
further product and market diversification, it is in the company's best long-
term interest to slow the growth rate to about 10 percent per year and focus on
doing what we do best -- delivering the highest quality merchandise and service
to our loyal customers. I believe we can best accomplish this objective as a
private company."
St. John Knits designs, manufactures, and markets women's clothing and
accessories. The company's products are sold under the St. John, Griffith &
Gray, SJK by St. John and Marie Gray trade names. St. John's retail division
operates 17 boutiques and nine outlet stores.
Contact:
St. John Knits, Irvine
Roger G. Ruppert, 949/863-1171
or
Kekst and Company
Michael Freitag/Jason Lynch
212/521-4800
or
For Vestar Capital Partners
Clark & Weinstock
Gene Donati or Kara Fitzsimmons
212/953-2550
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