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OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION OMB Number:
COMMISSION 3235-0145
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A Expires:
December 31, 2005
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Estimated average
burden hours per
response. . 11
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
CARTER'S, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
146229 10 9
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(CUSIP Number)
DECEMBER 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
X Rule 13d-1(d)
*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 the 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 (however, see the Notes).
CUSIP NO. 146229 10 9 13G/A PAGE 2 OF 8 PAGES
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Berkshire Fund V, Limited Partnership
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
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(b) X
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3. SEC Use Only
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4. Citizenship or Place of Organization
Massachusetts
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5. Sole Voting Power
4,616,839
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Number of
Shares 6. Shared Voting Power
Beneficially 0
Owned by --------------------------------------------------------
Each
Reporting 7. Sole Dispositive Power
Person With 4,616,839
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,616,839
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
16.2%
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12. Type of Reporting Person (See Instructions)
PN
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CUSIP NO. 146229 10 9 13G/A PAGE 3 OF 8 PAGES
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Berkshire Fund V Coinvestment Fund, Limited Partnership
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
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(b) X
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3. SEC Use Only
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4. Citizenship or Place of Organization
Massachusetts
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5. Sole Voting Power
2,178,983
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Number of
Shares 6. Shared Voting Power
Beneficially 0
Owned by --------------------------------------------------------
Each
Reporting 7. Sole Dispositive Power
Person With 2,178,983
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,983
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
7.7%
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12. Type of Reporting Person (See Instructions)
PN
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CUSIP NO. 146229 10 9 13G/A PAGE 4 OF 8 PAGES
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Berkshire Investors LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
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(b) X
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3. SEC Use Only
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4. Citizenship or Place of Organization
Massachusetts
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5. Sole Voting Power
461,684
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Number of
Shares 6. Shared Voting Power
Beneficially 0
Owned by --------------------------------------------------------
Each
Reporting 7. Sole Dispositive Power
Person With 461,684
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
461,684
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
1.6%
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12. Type of Reporting Person (See Instructions)
PN
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CUSIP NO. 146229 10 9 13G/A PAGE 5 OF 8 PAGES
ITEM 1.
Except as set forth below, all previously reported Items are
unchanged. For clarity, Item 2(a) is restated without change in its
form.
ITEM 2.
(a) Name of Person Filing
Berkshire Fund V, Limited Partnership ("Fund V")
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and Berkshire Fund V Coinvestment Fund, Limited Partnership
("Coinvest Fund"), and Berkshire Investors LLC ("Investors")
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are jointly filing this amended Schedule 13G.
Fifth Berkshire Associates LLC, a Massachusetts limited
liability company ("FBA"), is the general partner --- of Fund
---
V and Coinvest Fund. The managing members of FBA are Bradley
M. Bloom, J. Christopher Clifford, Kevin T. Callaghan, Richard
K. Lubin, Carl Ferenbach, Garth H. Greimann, Jane
Brock-Wilson, David R. Peeler, Robert J. Small, and Ross M.
Jones (the "Berkshire Principals"). The Berkshire Principals
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are also the managing members of Investors.
Fund V, Coinvest Fund and Investors often make
acquisitions in, and dispose of, securities of an issuer on
the same terms and conditions and at the same time. Based on
the foregoing and the relationships described herein, these
entities may be deemed to constitute a "group" for purposes of
Section 13(g)(3) of the Securities Exchange Act of 1934. The
filing of this statement shall not be construed as an
admission that Fund V, Coinvest Fund and Investors are a
group, or have agreed to act as a group.
CUSIP NO. 146229 10 9 13G/A PAGE 6 OF 8 PAGES
ITEM 4. OWNERSHIP
Item 4 is hereby amended and restated in its entirety as follows:
(a) Amount beneficially owned:
Fund V directly holds 4,616,839 shares of Common Stock.
Accordingly, Fund V has sole voting power with respect to
4,616,839 shares of Common Stock and has sole dispositive
power with respect to 4,616,839 shares of Common Stock. As the
sole general partner of Fund V, FBA may be deemed to
indirectly beneficially own 4,616,839 shares of Common Stock
held by Fund V.
Coinvest Fund directly holds 2,178,983 shares of Common
Stock. Accordingly, Coinvest Fund has sole voting power with
respect to 2,178,983 shares of Common Stock and has sole
dispositive power with respect to 2,178,983 shares of Common
Stock. As the sole general partner of Coinvest Fund, FBA may
be deemed to indirectly beneficially own 2,178,983 shares of
Common Stock held by Coinvest Fund.
Investors directly holds 461,684 shares of Common Stock.
Accordingly, Investors has sole voting power with respect to
461,684 shares of Common Stock and has sole dispositive power
with respect to 461,684 shares of Common Stock.
By virtue of their positions as managing members of FBA
and Investors, the Berkshire Principals may be deemed to
possess indirect beneficial ownership of the shares of Common
Stock beneficially owned by Fund V, Coinvest Fund, and
Investors. However, none of the Berkshire Principals, acting
alone, has voting or investment power with respect to shares
beneficially owned by Fund V, Coinvest Fund or Investors, and,
as a result, each Berkshire Principal disclaims beneficial
ownership of such shares of Common Stock.
(b) Percent of class:
Fund V beneficially owns 16.2% of the Company's Common Stock.
Coinvest Fund beneficially owns 7.7% of the Company's Common
Stock.
Investors beneficially owns 1.6% shares of the Company's
Common Stock.
The percentage of Common Stock reportedly owned by each entity
is based on 28,421,417 shares of Common Stock outstanding,
which is the total number of shares outstanding as of November
12, 2004, as indicated in the Company's Quarterly Report on
Form 10-Q filed on that date.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Fund V has sole power to vote 4,616,839 shares of the
Company's Common Stock.
Coinvest Fund has sole power to vote 2,178,983 shares of
the Company's Common Stock.
Investors has sole power to vote 461,684 shares of the
Company's Common Stock.
(ii) Shared power to vote or to direct the vote
0
CUSIP NO. 146229 10 9 13G/A PAGE 7 OF 8 PAGES
(iii) Sole power to dispose or to direct the disposition of
Fund V has sole power to direct the disposition of
4,616,839 shares of the Company's Common Stock.
Coinvest Fund has sole power to direct the disposition
of 2,178,983 shares of the Company's Common Stock.
Investors has sole power to direct the disposition of
461,684 shares of the Company's Common Stock.
(iv) Shared power to dispose or to direct the disposition of
0
CUSIP NO. 146229 10 9 13G/A PAGE 8 OF 8 PAGES
SIGNATURES
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.
BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC,
its General Partner
By: /s/ Ross M. Jones
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Name: Ross M. Jones
Title: Managing Director
BERKSHIRE FUND V COINVESTMENT FUND, LIMITED
PARTNERSHIP
By: Fifth Berkshire Associates LLC,
its General Partner
By: /s/ Ross M. Jones
---------------------------------
Name: Ross M. Jones
Title: Managing Director
BERKSHIRE INVESTORS LLC
By: /s/ Ross M. Jones
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Name: Ross M. Jones
Title: Managing Director