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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
ST. JOHN KNITS, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
790289 10 2
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(CUSIP NUMBER)
ROBERT E. GRAY JAMES P. KELLEY
17422 DERIAN AVENUE VESTAR CAPITAL PARTNERS III, L.P.
IRVINE, CALIFORNIA 92614 1225 17TH STREET, SUITE 1660
(714) 863-1171 DENVER, COLORADO 80202
(303) 292-6300
WITH COPIES TO
PAUL A. ROWE ROBERT L. FRIEDMAN
HEWITT & MCGUIRE, LLP SIMPSON THACHER & BARTLETT
19900 MACARTHUR BOULEVARD, SUITE 1050 425 LEXINGTON AVENUE
IRVINE, CALIFORNIA 92612 NEW YORK, NEW YORK 10017
(949) 798-0500 (212) 455-2000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
JANUARY 14, 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 WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(e), 13D-(f) OR 13D-1(g), CHECK THE FOLLOWING BOX
/X/.
NOTE: SEE RULE 13D-7(b) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES
OF THE SCHEDULE, INCLUDING ALL EXHIBITS.
*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).
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This Amendment No. 2 (this "Amendment") amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") filed on December 17, 1998, as amended by
Amendment No. 1 ("Amendment No. 1"), filed on December 31, 1998, on behalf of
Robert E. Gray, Marie Gray, Kelly A. Gray, the Gray Family Trust, the Kelly Ann
Gray Trust (collectively, the "Gray Stockholders"), and Vestar Capital Partners
III, L.P. ("Vestar"), Vestar Associates III, L.P. ("Vestar Associates III"), and
Vestar Associates Corporation III (Vestar Associates Corporation III, together
with Vestar and Vestar Associates III, the "Vestar Reporting Persons" and,
together with the Gray Stockholders, the "Reporting Persons"), relating to the
Common Stock, no par value ("Common Stock"), of St. John Knits, Inc., a
California corporation (the "Company"). Capitalized terms used and not defined
in this Amendment have the meanings set forth in the Schedule 13D.
This Amendment is being filed in connection with a letter dated January 14,
1999, to the Board of Directors of the Company from Robert Gray and Vestar (the
"January 14 Letter"), which January 14 Letter is further described in Item 6.
ITEM 6. CONTRACTS, ARRANGEMENT OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented by deleting the
final two paragraphs and by adding the following at the end thereof:
The letter dated December 8, 1998 sent by the Purchasers to the Company setting
forth the Purchasers' proposal to acquire 98% of the outstanding common stock of
the Company (as modified on December 16, 1998, the "Letter") provided that the
Purchasers retained the right to terminate their proposal if a definitive
agreement had not been executed by the Company and the Purchasers by December
31, 1998. In a letter dated December 30, 1998 to the Board of Directors of the
Company from Robert Gray and Vestar (the "December 30 Letter"), the Purchasers
extended the proposal made in the Letter and stated that they reserved the right
to terminate their proposal if a definitive agreement had not been executed by
the Company and the Purchasers by January 15, 1999. The January 14 Letter
further extended the proposal until January 22, 1999. Except for such
extension, all the terms and conditions of the Letter remain in effect.
Except as described in the Schedule 13D and except for the Letter, the December
30 Letter and the January 14 Letter, which together constitute a preliminary
indication of interest in consummating a transaction and not a binding
commitment with respect to a transaction, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the persons identified in
Item 2, has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of the Company,
including but not limited to, transfer or voting of any of the securities of the
Company, finder's fees, joint ventures, loan or option arrangements,
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Page 3 of 6
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the
following at the end thereof:
4. Letter from Robert E. Gray and Vestar Capital Partners III, L.P.
to the Board of Directors of St. John Knits, Inc., dated January
14, 1999.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
/s/ Robert E. Gray
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ROBERT E. GRAY
/s/ Marie Gray
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MARIE GRAY
/s/ Kelly A. Gray
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KELLY A. GRAY
GRAY FAMILY TRUST
By: /s/ Robert E. Gray
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Name: Robert E. Gray
By: /s/ Marie Gray
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Name: Marie Gray
KELLY ANN GRAY TRUST
By: /s/ Robert E. Gray
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Name: Robert E. Gray
By: /s/ Marie Gray
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Name: Marie Gray
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Page 5 of 6
VESTAR CAPITAL PARTNERS III, L.P.
By: Vestar Associates III, L.P.
Its: General Partner
By: Vestar Associates Corporation III
Its: General Partner
By: /s/ James P. Kelley
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Name: James P. Kelley
VESTAR ASSOCIATES III, L.P.
By: Vestar Associates Corporation III
Its: General Partner
By: /s/ James P. Kelley
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Name: James P. Kelley
VESTAR ASSOCIATES CORPORATION III
By: /s/ James P. Kelley
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Name: James P. Kelley
January 15, 1999
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EXHIBIT 4
January 14, 1999
Board of Directors
St. John Knits, Inc.
17422 Derian Avenue
Irvine, California 92614
Ladies and Gentlemen:
Reference is made to the letter dated December 8, 1998, as modified on
December 16, 1998, and the letter dated December 30, 1998 (together, the "Prior
Letters"), from Robert Gray and Vestar Capital Partners III, L.P. (the
"Purchasers") to you in connection with our proposal to purchase 98% of the
outstanding common stock of St. John Knits, Inc. (the "Company"). Capitalized
terms used and not defined herein shall have the meaning set forth in the Prior
Letters.
The Independent Committee has requested that we extend our proposal in
order to allow sufficient time for the Independent Committee to complete its
evaluation of the proposed Transaction. Accordingly, we are willing to extend
our proposal until January 22, 1999. Except for such extension, all the terms
and conditions of the Prior Letters remain in effect. We remain committed to
working with you and the Company to negotiate a definitive acquisition agreement
and consummate a Transaction between us and the Company.
Yours truly,
/s/ Robert E. Gray
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Robert Gray
VESTAR CAPITAL PARTNERS III, L.P.
By: Vestar Associates III, L.P.,
its General Partner
By: Vestar Associates Corporation III,
its General Partner
By: /s/ James P. Kelley
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James P. Kelley
cc: Independent Committee
