ST JOHN KNITS INC
8-K, 1999-02-04
KNIT OUTERWEAR MILLS
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<PAGE>
 
                       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)   January 31, 1999
                                                   ----------------------------


                             ST. JOHN KNITS, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       California                  1-11752            95-2245070
- -------------------------------------------------------------------------------
(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
                                                  -----------------------------

                                 Not Applicable
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

                                        
<PAGE>
 
ITEM 5.  OTHER EVENTS
- ------   ------------

         A copy of the press release issued by St. John Knits, Inc., a
California corporation (the "Company"), on January 31, 1999 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
- ------   ------------------------------------------------------------------

99.1     Press Release issued by the Company on January 31, 1999.


                                   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: February 2, 1999

                                   ST. JOHN KNITS, INC.



                                   By:    /s/ Roger G. Ruppert
                                          --------------------------------
                                   Name:  Roger G. Ruppert
                                   Title: Senior Vice President - Finance,
                                          Chief Financial Officer

                                       2
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

                                        
Exhibit
   No.         Description of Exhibit
- -------        ----------------------

99.1           Press Release issued by the Company on January 31, 1999

                                       3

<PAGE>
 
                                                            EXHIBIT 99.1

Company Press Release

For Immediate Release
- ---------------------


Contact:  For St. John Knits:          For Vestar Capital Partners
          Roger G. Ruppert             Gene Donati or Kara Fitzsimmons
          (949) 863-1171               Clark & Weinstock
          or                           (212) 953-2550
          Michael Freitag/Jason Lynch
          Kekst and Company
          (212) 521-4800
 
 


                 FOURTH EXTENSION OF EXPIRATION DATE FOR OFFER
                               FOR ST. JOHN KNITS



     IRVINE, Calif., (January 31, 1999) - St. John Knits, Inc. (NYSE:SJK)
     announced today that the Company received from Company founder, Chairman
     and Chief Executive Officer Bob Gray and Vestar Capital Partners an
     extension of the expiration date of the proposal by Bob Gray, his family
     and Vestar Capital Partners to acquire the Company's outstanding shares not
     owned by the Gray family.  The offer was set to expire on February 1, 1999
     and has been extended through February 2, 1999.

     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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