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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 11, 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 11, 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 11, 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 11, 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 11, 1998
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EXHIBIT 99.1
Company Press Release
St. John Knits Appoints Robert Davis, Mark Goldston and Daniel Reiner to Its
Board of Directors
IRVINE, California -- December 11, 1998 -- St. John Knits Inc. (NYSE:SJK) Friday
announced the appointments of Robert Davis, Daniel Thomas Reiner and Mark R.
Goldston to three newly created positions on its board of directors, raising the
total number of directors from six to nine.
Mr. Davis is a former president and chief operating officer of St. John Knits
and rejoins the board, having served as a director of the company from 1984
until 1996. Mr. Davis is a lawyer by training and conducted a litigation, labor
and corporate legal practice at the law firm of Thomas, Wallace, Feehan and
Baron from 1973 until 1980. He is currently a member of the boards of directors
of the apparel manufacturer Guess and of Kent Manufacturing and Money Mailers.
Mr. Goldston is chairman and chief executive officer of the Goldston Group, a
Los Angeles based strategic advisory firm specializing in advising companies
through various life-cycle stages, from major turnaround/repositioning efforts
to addressing the implications and management of high growth enterprises. From
1996 to 1997, he served as vice chairman of Boston Chicken Inc. and president
and CEO of its Einstein/Noah Bagel Corp. subsidiary. He has previously served as
president of L.A. Gear Inc.; a principal of the private investment firm Odyssey
Partners L.P.; chief marketing officer of Reebok Inc.; president of Faberge
Inc.; and vice president of Worldwide Marketing for the Fragrance and Skincare
Divisions of Revlon Inc.
Mr. Reiner is an entrepreneur and private investor whose activities have spanned
a wide variety of industries. He was the founder, chairman, president and chief
executive officer of Optical Devices Inc., a high-technology manufacturer of
contrast enhancement filters for computer monitors. His current activities
include serving as director of Co-Star Inc., a privately held manufacturer of
computer-driven specialty label printers and software; a director of VPI Quality
Windows, a privately held vinyl window manufacturer in the northwestern U.S.;
general partner of Granite Bay Golf Club in California; and a director of
VaxGen, a biotechnology company currently conducting Phase III worldwide
clinical trials of several AIDS vaccines.
Bob Gray, chairman and chief executive officer, said: "I am delighted that
Robert Davis has returned to our board of directors and that Mark Goldston and
Daniel Reiner have joined our board of directors. I know we will benefit from
their counsel, based on many years of business, management and board experience
in a wide variety of industries and situations, as we embark on a strategy to
refocus St. John Knits on its core business lines."
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Messrs. Davis, Goldston and Reiner will constitute the independent committee of
directors evaluating the recently announced proposal by Mr. Gray to purchase the
outstanding shares of St. John Knits not owned by the Gray family for $28 per
share in cash. The St. John Knits board has indicated that it, and the company,
will not have any public comments with respect to receipt of, or the terms of,
any proposals it may receive until such time as the board of directors has
approved a definitive transaction or as otherwise required by law.
St. John Knits designs, manufactures and markets women's clothing and
accessories. The company's products are sold under the St. John, Griffith &
Gray and Marie Gray trade names. St. John's retail division operates 17
boutiques and nine outlet stores.
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Contact:
St. John Knits, Irvine
Roger G. Ruppert, 949/863-1171
or
Kekst and Co.
Michael Freitag or Jason Lynch, 212/521-4800
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