Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13E-3
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
PERRY ELLIS INTERNATIONAL, INC.
(Name of Issuer)
Perry Ellis International, Inc.
Feldenkreis Holdings LLC
GF Merger Sub, Inc.
George Feldenkreis
Oscar Feldenkreis
Fanny Hanono
The George Feldenkreis Revocable Trust UAD 12/23/13
The Oscar Feldenkreis Revocable Trust UAD 05/06/11
The Fanny Hanono Revocable Trust UAD 07/06/11
The Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12
The Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12
The Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
288853104
(CUSIP Number of Class of Securities)
|
|
|
Tricia Thompkins
Executive Vice President, General Counsel and
Secretary
Perry Ellis International, Inc.
3000 N.W. 107
th
Avenue
Miami, FL 33172
(305) 592-2830
|
|
George Feldenkreis
Sole Member
Feldenkreis Holdings LLC
4810 NW 74 Avenue
Miami, FL 33166
(305) 499-9789
|
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)
|
|
|
|
|
With copies to:
|
Stephen Roddenberry
Carl D. Roston
Akerman LLP
98 Southeast Seventh Street, Suite 1100
Miami, FL 33131
(305) 374-5600
|
|
Robert B. Schumer
Kelley D. Parker
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of Americas
New York, NY 10019
(212) 373-3000
|
|
Steve Wolosky
Elizabeth R. Gonzalez-Sussman
Michael R. Neidell
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300
|
This
statement is filed in connection with (check the appropriate box):
|
|
|
ý
|
|
The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
o
|
|
The filing of a registration statement under the Securities Act of 1933.
|
o
|
|
A tender offer.
|
o
|
|
None of the above.
|
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary
copies:
ý
Check the following box if the filing is a final amendment reporting the results of the transaction:
o
CALCULATION OF FILING FEE
|
|
|
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
|
$437,342,760.89
|
|
$54,450.00
|
|
-
*
-
For
purposes of calculating the filing fee only, the transaction value was determined based upon the sum of (i) (A) 15,892,593 shares of Company Common Stock
(including 635,975 shares of Company Common Stock issuable pursuant to a corresponding number of restricted stock awards) issued and outstanding, multiplied by (B) $27.50 (the "per share merger
consideration"), (ii) (A) 5,001 options to acquire a corresponding number of shares of Company Common Stock under the Company Equity Plan, converted into the right to receive
(B) the excess, if any, of the per share merger consideration over the per share exercise or purchase price of the applicable Company option at the time of calculation, and
(iii) (A) 27,973 stock appreciation rights with respect to a corresponding number of shares of Company Common Stock granted under the Company Equity Plan, converted into the right to
receive (B) the excess, if any, of the per share merger consideration over the exercise price per share of Company Common Stock subject to such Company stock appreciation right at the time of
calculation.
-
**
-
The
filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by
0.0001245.
-
ý
-
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
|
Amount Previously Paid:
|
|
$54,450.00
|
|
Filing Party:
|
|
Perry Ellis International, Inc.
|
Form or Registration No.:
|
|
Schedule 14APreliminary Proxy Statement
|
|
Date Filed:
|
|
July 11, 2018
|
Table of Contents
TABLE OF CONTENTS
Table of Contents
INTRODUCTION
This Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this
"Schedule 13E-3" or "Transaction Statement") is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as
amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"):
(i) Perry Ellis International, Inc. ("Perry Ellis," or the "Company"), a Florida corporation and the issuer of the common stock, par value $0.01 per share (the "Perry Ellis common
stock"), that is subject to the Rule 13e-3 transaction; (ii) Feldenkreis Holdings LLC ("Parent"), a Delaware limited liability company; (iii) GF Merger Sub, Inc.
("Merger Sub"), a Florida corporation and a wholly-owned subsidiary of Parent; (iv) George Feldenkreis; (v) Oscar Feldenkreis; (vi) Fanny Hanono; (vii) the George
Feldenkreis Revocable Trust UAD 12/23/13; (viii) the Oscar Feldenkreis Revocable Trust UAD 05/06/11; (ix) the Fanny Hanono Revocable Trust UAD 07/06/11; (x) the Erica
Feldenkreis 2012 Irrevocable Trust UAD 10/17/12; (xi) the Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12; and (xii) the Stephanie Feldenkreis 2012 Irrevocable Trust UAD
10/17/12. Filing Persons (iv) through (xii) are collectively referred to herein as the "Rollover Investors."
The Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "merger agreement"),
dated June 15, 2018, which provides for, among other things, the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly-owned
subsidiary of Parent. Parent and Merger Sub are affiliates of Mr. George Feldenkreis. Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a
preliminary Proxy Statement (the "Proxy Statement") under Regulation 14A of the Exchange Act, relating to a special meeting of the shareholders of the Company (the "Special Meeting") at which
the shareholders of the Company will consider and vote upon a proposal to adopt the merger agreement and cast an advisory (non-binding) vote to approve certain items of compensation that are based on
or otherwise related to the merger and may become payable to certain named executive officers of the Company under existing agreements with the Company (the "golden parachute compensation"). The
adoption of the merger agreement will require (1) the affirmative vote of shareholders holding a majority of the shares of Perry Ellis common stock entitled to vote thereon outstanding as of
the close of business on the record date for the Special Meeting and (2) the affirmative vote of shareholders holding a majority of the shares of Perry Ellis common stock entitled to vote
thereon outstanding as of the close of business on the record date for the Special Meeting that are not directly or indirectly owned by the Rollover Investors, any other officers or directors of the
Company or any other Person having any equity interest in, or right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary. A copy of the
Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the merger agreement is attached as Appendix A to the Proxy Statement.
Under
the terms of the merger agreement, if the merger is completed, each share of Perry Ellis common stock, other than as provided below, will be converted into the right to receive
$27.50 in cash (the "per share merger consideration"), without interest and less applicable withholding taxes. The following shares of Perry Ellis common stock will not be converted into the right to
receive the per share merger consideration in connection with the merger: (i) shares of Perry Ellis common stock owned by the Company and its wholly-owned subsidiaries, (ii) shares of
Perry Ellis common stock owned by Parent and its subsidiaries, including such shares contributed to Parent by each Rollover Investor pursuant to the applicable rollover commitment letter under which,
and subject to the terms and conditions of which, such Rollover Investor has committed to contribute to Parent the amount of shares of Perry Ellis common stock set forth therein, and
(iii) shares of Perry Ellis common stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected their appraisal rights in accordance with the
Florida Business Corporation Act. The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including the adoption of the merger agreement by the
Company's shareholders. The Rollover Investors committed to contribute approximately 100.00% of their shares of Perry Ellis common stock
Table of Contents
at
the closing of the merger to Parent in exchange for a pro rata share of the equity of Parent based on a value for each share of Perry Ellis common stock so contributed of $27.50. Immediately
following the merger, the Rollover Investors will own 100.00% of the equity securities of Parent.
The
cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required
to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all
appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in
the Proxy Statement and the appendices thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and/or amendment. Capitalized terms used but not
expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.
The information contained in this Schedule 13E-3 and the Proxy Statement concerning the Company was supplied by the Company and none of the other Filing Persons take
responsibility for the accuracy of such information. Similarly, all information contained in this Schedule 13E-3 and the Proxy Statement concerning each Filing Person has been supplied by such
Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
While
each of the Filing Persons acknowledges that the merger is a "going private" transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction
Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is "controlled" by any Filing Person.
Item 1.
Summary Term Sheet.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Item 2.
Subject Company Information.
(a)
Name and Address.
The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
(b)
Securities.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
The
exact title of the subject equity securities is "Perry Ellis International, Inc. common stock, par value $ 0.01 per share."
(c)
Trading Market and Price.
The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
2
Table of Contents
(d)
Dividends.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
(e)
Prior Public Offerings.
The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
(f)
Prior Stock Purchases.
The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
Item 3.
Identity and Background of Filing Person.
(a)
Name and Address.
Perry Ellis International, Inc. is the subject company. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
(b)
Business and Background of Entities.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
(c)
Business and Background of Natural Persons.
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Item 4.
Terms of the Transaction.
(a)(1)
Tender Offers.
Not Applicable.
(a)(2)
Mergers or Similar Transactions.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSPurposes and Reasons of the GF Group Filing Persons for the
3
Table of Contents
(c)
Different Terms.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
(d)
Appraisal Rights.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
(e)
Provisions for Unaffiliated Security Holders.
The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
(f)
Eligibility for Listing or Trading.
Not Applicable.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
(a)
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
4
Table of Contents
(b)
Significant Corporate Events.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE
COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSCertain Effects of the Merger; Plans for the Company"
"SPECIAL FACTORSFinancing of the Merger"
"SPECIAL FACTORSLimited Guarantee"
"SPECIAL FACTORSInterests of the Company's Directors and Executive Officers in the Merger"
"SPECIAL FACTORSVoting Agreement"
"SPECIAL FACTORSPledge and Security Agreement"
"THE MERGER AGREEMENT"
"ADVISORY VOTE ON "GOLDEN PARACHUTE COMPENSATION""
Appendix AAgreement and Plan of Merger
(c)
Negotiations or Contacts.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
(e)
Agreements Involving the Subject Company's Securities.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSInterests of the Company's Directors and Executive Officers in the Merger"
"SPECIAL FACTORSLimited Guarantee"
"SPECIAL FACTORSVoting Agreement"
"SPECIAL FACTORSPledge and Security Agreement"
"SPECIAL FACTORSFinancing of the Merger"
"THE MERGER AGREEMENT"
"ADVISORY VOTE ON "GOLDEN PARACHUTE COMPENSATION""
"WHERE SHAREHOLDERS CAN FIND MORE INFORMATION"
Appendix AAgreement and Plan of Merger
Item 6.
Purposes of the Transaction and Plans or Proposals.
(b)
Use of Securities Acquired.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSCertain Effects of the Merger; Plans for the Company"
"SPECIAL FACTORSDelisting and Deregistration of Company Common Stock" "SPECIAL FACTORSPayment of Merger Consideration and Surrender of Stock
5
Table of Contents
(c)(1)-(8)
Plans.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSPurposes and Reasons of the GF Group Filing Persons for the
Merger"
"SPECIAL FACTORSCertain Effects of the Merger; Plans for the Company"
"SPECIAL FACTORSDelisting and Deregistration of Company Common Stock"
"SPECIAL FACTORSFinancing of the Merger"
"SPECIAL FACTORSLimited Guarantee"
"SPECIAL FACTORSInterests of the Company's Directors and Executive Officers in the Merger"
"SPECIAL FACTORSVoting Agreement"
"SPECIAL FACTORSPledge and Security Agreement"
"THE MERGER AGREEMENT"
"ADVISORY VOTE ON "GOLDEN PARACHUTE COMPENSATION""
"MARKETS AND MARKET PRICE"
Appendix AAgreement and Plan of Merger
Item 7.
Purposes, Alternatives, Reasons and Effects.
(a)
Purposes.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
(b)
Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
6
Table of Contents
(c)
Reasons.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
(d)
Effects.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSPurposes and Reasons of the GF Group Filing Persons for the Merger"
"SPECIAL FACTORSCertain Effects of the Merger; Plans for the Company"
"SPECIAL FACTORSEffects on the Company if the Merger is not Completed"
"SPECIAL FACTORSFinancing of the Merger"
"SPECIAL FACTORSInterests of the Company's Directors and Executive Officers in the Merger"
"SPECIAL FACTORSDelisting and Deregistration of Company Common Stock"
"SPECIAL FACTORSFees and Expenses"
"SPECIAL FACTORSMaterial U.S. Federal Income Tax Consequences"
"SPECIAL FACTORSAppraisal Rights"
"SPECIAL FACTORSPayment of Merger Consideration and Surrender of Stock Certificates"
"THE MERGER AGREEMENTCertificate of Incorporation; Bylaws"
"THE MERGER AGREEMENTConversion of Securities"
"ADVISORY VOTE ON "GOLDEN PARACHUTE COMPENSATION""
Appendix BSections 607.1301-607.1333 of the Florida Business Corporation Act
Item 8.
Fairness of the Transaction.
(a),
(b)
Fairness; Factors Considered in Determining Fairness
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSOpinion of PJS"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSPositions of the GF Group Filing Persons Regarding the Fairness of the Merger"
Appendix COpinion of PJS
7
Table of Contents
The
presentations and discussion materials dated March 3, 2018, April 12, 2018, June 2, 2018, June 11, 2018, June 15, 2018 and July 31, 2018 each prepared by
PJS and reviewed by the special committee of the board of directors of the Company, are attached hereto as Exhibits (c)(2), (c)(3), (c)(4), (c)(5), (c)(6), (c)(7) and (c)(8) and are
incorporated by reference herein, and the presentation dated April 20, 2018, prepared by Cook and reviewed by the special committee of the board of directors of the Company, is attached hereto
as Exhibit (c)(9) and is incorporated by reference herein.
(c)
Approval of Security Holders.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"THE SPECIAL MEETINGWho is Entitled to Vote at the Special Meeting?"
"THE SPECIAL MEETINGHow Many Votes are Needed to Approve Each Proposal?"
"THE SPECIAL MEETINGHow Many Shares Must Be Present to Constitute a Quorum for the Special Meeting?"
"THE MERGER AGREEMENTConditions to the Completion of the Merger"
(d)
Unaffiliated Representative.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
(e)
Approval of Directors.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
(f)
Other Offers.
The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
Item 9.
Reports, Opinions, Appraisals and Negotiations.
(a)-(c)
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
;
Availability of Documents
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by
reference.
8
Table of Contents
Directors;
Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSOpinion of PJS"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"WHERE SHAREHOLDERS CAN FIND MORE INFORMATION"
Appendix COpinion of PJS
The presentations and discussion materials dated March 3, 2018, April 12, 2018, June 2, 2018, June 11, 2018, June 15, 2018 and July 31, 2018 each prepared by
PJS and reviewed by the special committee of the board of directors of the Company, are attached hereto as Exhibits (c)(2), (c)(3), (c)(4), (c)(5), (c)(6), (c)(7) and (c)(8) and are
incorporated by reference herein, and the presentation dated April 20, 2018, prepared by Cook and reviewed by the special committee of the board of directors of the Company, is attached hereto
as Exhibit (c)(9) and is incorporated by reference herein.
Item 10.
Source and Amounts of Funds or Other Consideration.
(a),
(b)
Source of Funds
;
Conditions
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
(c)
Expenses.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
(d)
Borrowed Funds.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Item 11.
Interest in Securities of the Subject Company.
(a)
Securities Ownership.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
9
Table of Contents
(b)
Securities Transactions.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Item 12.
The Solicitation or Recommendation.
(d)
Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSInterests of the Company's Directors and Executive Officers in the Merger"
"SPECIAL FACTORSVoting Agreement"
"THE SPECIAL MEETINGStock Ownership and Interests of Certain Persons"
(e)
Recommendation of Others.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSPurposes and Reasons of the GF Group Filing Persons for the Merger"
"SPECIAL FACTORSPositions of the GF Group Filing Persons Regarding the Fairness of the Merger"
Item 13.
Financial Statements.
(a)
Financial Information.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
10
Table of Contents
(b)
Pro Forma Information.
Not Applicable.
Item 14.
Persons/Assets, Retained, Employed, Compensated Or Used.
(a)
Solicitations or Recommendations.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"SPECIAL FACTORSPurposes and Reasons of the Company for the Merger"
"SPECIAL FACTORSFees and Expenses"
"THE SPECIAL MEETINGExpenses of Proxy Solicitation"
(b)
Employees and Corporate Assets.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
"SUMMARY
TERM SHEET"
"QUESTIONS AND ANSWERS ABOUT THE MERGER, THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING"
"SPECIAL FACTORSBackground of the Merger"
"SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger"
"THE SPECIAL MEETINGExpenses of Proxy Solicitation"
Item 15.
Additional Information.
(b)
Golden Parachute Compensation.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
(c)
Other Material Information.
The entirety of the Proxy Statement, including all appendices thereto, is
incorporated herein by reference.
Item 16.
Exhibits.
(a), (b), (c), (d), (f), (g). The list of exhibits filed as part of this Schedule 13E-3 is submitted in the Exhibit Index and is incorporated
herein by reference.
11
Table of Contents
SIGNATURES
After due 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.
|
|
|
|
|
|
|
|
|
PERRY ELLIS INTERNATIONAL, INC.
|
|
|
By:
|
|
/s/ TRICIA MCDERMOTT THOMPKINS
|
|
|
|
|
Name:
|
|
Tricia McDermott Thompkins
|
|
|
|
|
Title:
|
|
EVP, General Counsel and Secretary
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
FELDENKREIS HOLDINGS LLC
|
|
|
By:
|
|
/s/ GEORGE FELDENKREIS
|
|
|
|
|
Name:
|
|
George Feldenkreis
|
|
|
|
|
Title:
|
|
Sole Member
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
GF MERGER SUB, INC.
|
|
|
By:
|
|
/s/ GEORGE FELDENKREIS
|
|
|
|
|
Name:
|
|
George Feldenkreis
|
|
|
|
|
Title:
|
|
President and Chief Executive Officer
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
GEORGE FELDENKREIS
|
|
|
/s/ GEORGE FELDENKREIS
Name: George Feldenkreis
|
Dated: August 3, 2018
12
Table of Contents
After
due 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.
|
|
|
|
|
OSCAR FELDENKREIS
|
|
|
/s/ OSCAR FELDENKREIS
Name: Oscar Feldenkreis
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
FANNY HANONO
|
|
|
/s/ FANNY HANONO
Name: Fanny Hanono
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
THE GEORGE FELDENKREIS REVOCABLE TRUST UAD 12/23/13
|
|
|
By:
|
|
/s/ GEORGE FELDENKREIS
|
|
|
|
|
Name:
|
|
George Feldenkreis
|
|
|
|
|
Title:
|
|
Trustee
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
THE OSCAR FELDENKREIS REVOCABLE TRUST UAD 05/06/11
|
|
|
By:
|
|
/s/ OSCAR FELDENKREIS
|
|
|
|
|
Name:
|
|
Oscar Feldenkreis
|
|
|
|
|
Title:
|
|
Trustee
|
Dated: August 3, 2018
13
Table of Contents
After
due 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.
|
|
|
|
|
|
|
|
|
THE FANNY HANONO REVOCABLE TRUST UAD 07/06/11
|
|
|
By:
|
|
/s/ FANNY HANONO
|
|
|
|
|
Name:
|
|
Fanny Hanono
|
|
|
|
|
Title:
|
|
Trustee
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
THE ERICA FELDENKREIS 2012 IRREVOCABLE TRUST UAD 10/17/12
|
|
|
By:
|
|
/s/ ELENA FELDENKREIS
|
|
|
|
|
Name:
|
|
Elena Feldenkreis
|
|
|
|
|
Title:
|
|
Trustee
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
THE JENNIFER FELDENKREIS 2012 IRREVOCABLE TRUST UAD 10/17/12
|
|
|
By:
|
|
/s/ ELENA FELDENKREIS
|
|
|
|
|
Name:
|
|
Elena Feldenkreis
|
|
|
|
|
Title:
|
|
Trustee
|
Dated: August 3, 2018
After
due 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.
|
|
|
|
|
|
|
|
|
THE STEPHANIE FELDENKREIS 2012 IRREVOCABLE TRUST UAD 10/17/12
|
|
|
By:
|
|
/s/ ELENA FELDENKREIS
|
|
|
|
|
Name:
|
|
Elena Feldenkreis
|
|
|
|
|
Title:
|
|
Trustee
|
Dated: August 3, 2018
14
Table of Contents
EXHIBIT INDEX
|
|
|
|
|
(a)(2)(i)
|
|
Preliminary Proxy Statement of Perry Ellis International, Inc., (included in the Schedule 14A filed on August 3, 2018, and incorporated herein by reference) (the "Preliminary Proxy Statement").
|
|
|
|
|
|
(a)(2)(ii)
|
|
Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
|
|
|
|
|
|
(a)(5)(i)
|
|
Joint press release issued by Perry Ellis International, Inc., dated June 16, 2018 (included as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on June 18, 2018, and incorporated
herein by reference).
|
|
|
|
|
|
(a)(5)(ii)
|
|
Letter to Employees, dated June 16, 2018 included as Exhibit 99.2 to the Company's Current Report on Form 8-K, filed on June 18, 2018, and incorporated herein by reference).
|
|
|
|
|
|
(b)(1)
|
|
Debt Commitment Letter, dated as of June 15, 2018, by and between Fortress Credit Advisors LLC and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(b)(2)
|
|
Amended and Restated Debt Commitment Letter, dated as of June 30, 2018, by and between Wells Fargo Bank, National Association and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(c)(1)
|
|
Opinion of PJ SOLOMON, dated June 15, 2018 (included as Appendix C to the Preliminary Proxy Statement, and incorporated herein by reference).
|
|
|
|
|
|
(c)(2)
|
|
Discussion Materials, dated June 15, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(3)
|
|
Financing Analysis, dated June 15, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(4)
|
|
Financing Analysis, dated June 11, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(5)
|
|
Financing Analysis, dated June 2, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(6)*
|
|
Discussion Materials, dated April 12, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(7)
|
|
Discussion Materials, dated March 3, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(8)*
|
|
Financing Analysis, dated July 31, 2018, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(c)(9)*
|
|
Severance Program Review, dated April 20, 2018, of FW Cook to the Compensation Committee of the Board of Directors of the Company.
|
|
|
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of June 15, 2018, by and among Feldenkreis Holdings LLC, GF Merger Sub, Inc. and Perry Ellis International, Inc. (included as Appendix A to the Preliminary
Proxy Statement, and incorporated herein by reference).
|
|
|
|
|
|
(d)(2)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between George Feldenkreis and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(3)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between Oscar Feldenkreis and Feldenkreis Holdings LLC.
|
|
|
|
|
15
Table of Contents
|
|
|
|
|
(d)(4)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between Fanny Hanono and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(5)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between The George Feldenkreis Revocable Trust UAD 12/23/13 and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(6)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between The Oscar Feldenkreis Revocable Trust UAD 05/06/11 and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(7)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between The Fanny Hanono Revocable Trust UAD 07/06/11 and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(8)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between The Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12 and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(9)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between The Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12 and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(10)
|
|
Equity Rollover Agreement, dated as of June 15, 2018, by and between The Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12 and Feldenkreis Holdings LLC.
|
|
|
|
|
|
(d)(11)
|
|
Voting Agreement, dated as of June 15, 2018, by and among Feldenkreis Holdings LLC, George Feldenkreis, Oscar Feldenkreis, Fanny Hanono, The George Feldenkreis Revocable Trust UAD 12/23/13, The Oscar Feldenkreis
Revocable Trust UAD 05/06/11, The Fanny Hanono Revocable Trust UAD 07/06/11, The Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, The Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, The Stephanie Feldenkreis 2012 Irrevocable
Trust UAD 10/17/12, and Perry Ellis International, Inc.
|
|
|
|
|
|
(d)(12)
|
|
Limited Guarantee, dated as of June 15, 2018, by and between George Feldenkreis and Perry Ellis International, Inc.
|
|
|
|
|
|
(d)(13)
|
|
Pledge and Security Agreement, dated as of June 15, 2018, by and between Perry Ellis International, Inc. and George Feldenkreis.
|
|
|
|
|
|
(f)
|
|
Sections 607.1301-607.1333 of the Florida Business Corporation Act (included as Appendix B to the Preliminary Proxy Statement, and incorporated herein by reference).
|
|
|
|
|
|
(g)
|
|
None.
|
-
*
-
Certain
portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.
-
-
Previously
filed.
16
Perry Ellis International Inc. (delisted) (NASDAQ:PERY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Perry Ellis International Inc. (delisted) (NASDAQ:PERY)
Historical Stock Chart
From Jul 2023 to Jul 2024