SEC Info - Gerber Childrenswear Inc - IPO: ‘S-1/A’ on 6/10/98

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Gerber Childrenswear Inc – IPO: ‘S-1/A’ on 6/10/98

As of: Wednesday, 6/10/98 · Accession #: 950123-98-5838 · File #: 333-47327

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/10/98  Gerber Childrenswear Inc          S-1/A                  2:104K                                   RR Donnelley/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 4 to Form S-1                           13     77K 
 2: EX-10.13    License Agreement                                     28     87K

S-1/A — Amendment No. 4 to Form S-1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Financial Statement Schedules Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Recent Sales of Unregistered Securities Undertakings
1	1st Page - Filing Submission
2	Item 13. Other Expenses of Issuance and Distribution
"	Item 14. Indemnification of Directors and Officers
3	Item 15. Recent Sales of Unregistered Securities
6	Item 16. Exhibits and Financial Statement Schedules
7	Item 17. Undertakings

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1998 

                                                      REGISTRATION NO. 333-47327
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 4 

TO
FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
GERBER CHILDRENSWEAR, INC.* 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                                  
            DELAWARE                  62-1624764                  2300            
(STATE OR OTHER JURISDICTION OF    (I.R.S. EMPLOYER   (PRIMARY STANDARD INDUSTRIAL
 INCORPORATION OR ORGANIZATION)  IDENTIFICATION NO.)  CLASSIFICATION CODE NUMBER) 

7005 PELHAM ROAD
SUITE D 
GREENVILLE, SC 29615
TELEPHONE: (864) 987-5200 
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

------------------------

MR. EDWARD KITTREDGE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT 
GERBER CHILDRENSWEAR, INC.
7005 PELHAM ROAD
SUITE D 
GREENVILLE, SC 29615
TELEPHONE: (864) 987-5200 
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE) 
------------------------

Copies to:

                                                                [Download Table]
                                                                  
  LANCE C. BALK, ESQ.             VALERIE FORD JACOB, ESQ.        
    KIRKLAND & ELLIS      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
  153 EAST 53RD STREET               ONE NEW YORK PLAZA           
NEW YORK, NEW YORK 10022             NEW YORK, NY 10004           
TELEPHONE:(212) 446-4800         TELEPHONE: (212) 859-8000        

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective. 

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933 (the "Securities Act"), check the following box. [ ]                       

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]                                             

                                                        [Enlarge/Download Table]

=======================================================================================================
       TITLE OF EACH CLASS                 PROPOSED MAXIMUM                                            
          OF SECURITIES                   AGGREGATE OFFERING                      AMOUNT OF            
        TO BE REGISTERED                       PRICE(1)                      REGISTRATION FEE(2)       
-------------------------------------------------------------------------------------------------------
                                                                                                       
Common Stock, par value $0.01 per                                                                      
  share..........................             $62,100,000                        $18,319.50            
=======================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee        
pursuant to paragraph (o) of Rule 457 of the Securities Act.            

(2) The registration fee was previously paid.                                   

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE  
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID 
SECTION 8(a), MAY DETERMINE.                                                    

*Registrant's name is GCIH, Inc. and will be changed to Gerber Childrenswear,   
 Inc. in connection with the consummation of the Offering and other transactions
contemplated hereby including the merger of Gerber Childrens-wear, Inc. into  
GCIH, Inc., the amendment and restatement of the Company's Certificate of     
Incorporation and the exchange of GCIH, Inc. stock (each as described on page 
59 of the Prospectus).                                                        
================================================================================

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered other than underwriting         
compensation:                                                                   

                                                                [Download Table]
                                                                        
SEC registration fee........................................  $18,319.50
NASD filing fee.............................................    6,710.00
New York Stock Exchange original listing fee................      92,685
Blue sky fees and expenses (including attorneys' fees and               
  expenses).................................................       5,000
Printing and engraving expenses.............................     200,000
Transfer agent's fees and expenses..........................       3,500
Accounting fees and expenses................................     300,000
Legal fees and expenses.....................................     300,000
Miscellaneous expenses......................................   73,785.50
                                                              ----------
     Total..................................................  $1,000,000
                                                              ==========

------------------------                                                        
* To be provided by amendment.                                                  

    All amounts are estimated except for the SEC registration fee and the NASD
filing fee.                                                                     

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

The Company is incorporated under the laws of the State of Delaware.  
Section 145 of the General Corporation Law of the State of Delaware ("Section   
145") provides that a Delaware corporation may indemnify any person who is, or  
is threatened to be made, a party to any threatened, pending or completed       
action, suit or proceeding, whether civil, criminal, administrative or          
investigative (other than an action by or in the right of such corporation), by 
reason of the fact that such person was an officer, director, employee or agent 
of such corporation, or is or was serving at the request of such corporation as 
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in   
connection with such action, suit or proceeding, provided such person acted in  
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or        
proceeding, had no reasonable cause to believe that his conduct was illegal. A  
Delaware corporation may indemnify any person who is, or is threatened to be    
made, a party to any threatened, pending or completed action or suit by or in   
the right of the corporation by reason of the fact that such person was a       
director, officer, employee or agent of such corporation, or is or was serving  
at the request of such corporation as a director, officer, employee or agent of 
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection  
with the defense or settlement of such action or suit, provided such person     
acted in good faith and in a manner he reasonably believed to be in or not      
opposed to the corporation's best interests except that no indemnification is   
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the    
merits or otherwise in the defense of any action referred to above, the         
corporation must indemnify him against the expenses which such officer or       
director has actually and reasonably incurred.                                  

     The Company's Certificate of Incorporation provides for the indemnification
of directors and officers of the Company to the fullest extent permitted by     
Section 145.                                                                    

    In that regard, the Certificate of Incorporation provides that the Company
shall indemnify any person who was or is a party or is threatened to be made a  
party to any threatened, pending or completed action, suit or proceeding,       
whether civil, criminal, administrative or investigative (other than an action  
by or in the right of the corporation) by reason of the fact that he is or was a
director or officer of such corporation, or is or was                           

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serving at the request of such corporation as a director, officer or member of  
another corporation, partnership, joint venture, trust or other enterprise,     
against expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by him in connection with such   
action, suit or proceeding if he acted in good faith and in a manner he         
reasonably believed to be in or not opposed to the best interests of such       
corporation, and, with respect to any criminal action or proceeding, had no     
reasonable cause to believe his conduct was unlawful. Indemnification in        
connection with an action or suit by or in the right of such corporation to     
procure a judgment in its favor is limited to payment of settlement of such an  
action or suit except that no such indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be   
liable for negligence or misconduct in the performance of his duty to the       
indemnifying corporation unless and only to the extent that the Court of        
Chancery of Delaware or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in consideration of   
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.               

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.                              

    Over the past three years, the Company sold shares of its capital stock as
follows in reliance upon the exemption from registration provided by Section    
4(2) of the Securities Act of 1933, as amended, or Rule 701 pursuant to Section 
3(b) of the Securities Act.                                                     

SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE.                            

Shares of Series A Preferred Stock of GCIH were sold to the following 
persons on the following dates. Such shares were converted immediately prior to 
the Offering into either (a) shares of Common Stock or (b) the right to receive 
cash, in each case pursuant to the Merger described herein. See "Certain        
Relationships and Related Transactions--The Reorganization."                    

                                                                [Download Table]

                                                  NUMBER        AGGREGATE   
       DATE                        NAME          OF SHARES    PURCHASE PRICE
       ----                        ----          ---------    --------------
                                                                            
January 22, 1996  Citicorp Venture Capital, Ltd. 86,974.5     $8,697,446.50 
January 22, 1996  CCT III, L.P.                  15,348.4     $1,534,843.50 
January 22, 1996  Richard M. Cashin               3,327.5     $  332,746.50 
January 22, 1996  Natasha Partnership             2,774.4     $  277,439.30 
January 22, 1996  David Thomas                    2,774.4     $  277,439.30 
January 22, 1996  Thomas McWilliams                 950.7     $   95,070.50 
January 22, 1996  John Weber                        475.4     $   47,535.30 
January 22, 1996  Byron L. Knief                    237.7     $   23,767.60 
January 22, 1996  Michael A. Delaney                237.7     $   23,767.60 
January 22, 1996  David Y. Howe                     237.7     $   23,767.60 
January 22, 1996  M. Saleem Muqaddam                190.1     $   19,014.20 
January 22, 1996  Charles E. Corpening               95.1     $    9,507.00 
January 22, 1996  Richard Solar                   1,188.4     $  118,838.10 
January 22, 1996  Edward Kittredge                1,188.4     $  118,838.10 
January 22, 1996  David Jones                       950.7(1)  $   95,070.40 
January 22, 1996  David Uren                        451.6     $   45,158.50 

---------------                                                                 

(1) Repurchased by the Company on February 11, 1997.                            

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CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE.                                

   Shares of Class A Common Stock of GCIH were sold to the following persons
on the following dates. Such shares were converted into Common Stock immediately
prior to the Offering pursuant to the Merger described herein. See "Certain     
Relationships and Related Transactions--Reorganization."                        

                                                                [Download Table]

                                                                AGGREGATE 
                                                  NUMBER        PURCHASE  
       DATE                        NAME          OF SHARES        PRICE   
       ----                        ----          ---------     -----------
                                                                          
January 22, 1996  Citicorp Venture Capital, Ltd. 523,476.0(2)  $523,476.00
January 22, 1996  CCT III, L.P.                   79,584.0     $ 79,584.00
January 22, 1996  Richard M. Cashin               17,253.5     $ 17,253.50
January 22, 1996  63 BR Partnership               14,385.7     $ 14,385.70
January 22, 1996  David Thomas                    14,385.7     $ 14,385.70
January 22, 1996  Alchemy, L.P.                    4,929.5     $  4,929.50
January 22, 1996  John Weber                       2,464.7     $  2,464.70
January 22, 1996  Byron L. Knief                   1,232.4     $  1,232.40
January 22, 1996  Michael A. Delaney               1,232.4     $  1,232.40
January 22, 1996  David Y. Howe                    1,232.4     $  1,232.40
January 22, 1996  M. Saleem Muqaddam                 985.8     $    985.80
January 22, 1996  Charles E. Corpening               493.0     $    493.00

---------------                                                                 

(2) The Company repurchased (a) 23,500 of such shares on February 11, 1997 for  
   $1.00 per share, or an aggregate consideration of $23,500 and (b)50,826.8
   of such shares on September 30, 1997 at a price of $1.00 for an aggregate
consideration of $50,826.80. Such repurchased shares were canceled but
reissued in the form of Class B Common Stock of GCIH.                 

CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE.                                

    Shares of Class B Common of GCIH were sold to the following persons on the
following dates. Such shares were converted into shares of Common Stock         
immediately prior to the Offering, pursuant to the Merger described herein. See 
"Certain Relationships and Related Transactions--Reorganization."               

                                                                [Download Table]

                                            NUMBER        AGGREGATE   
       DATE                         NAME   OF SHARES    PURCHASE PRICE
       ----                         ----   ---------    --------------
                                                                      
January 22, 1996   Richard Solar           23,661.9     $   23,661.90 
January 22, 1996   Edward Kittredge        76,161.9     $   27,161.90 
January 22, 1996   David Jones             29,929.6(3)  $   29,929.60 
January 22, 1996   David Uren              14,841.5     $   14,841.50 
February 11, 1997  Joseph Medalie             2,500     $    2,500.00 
February 28, 1997  Gerardo M. Arce              250     $      250.00 
February 28, 1997  Larry L. Bateman             500     $      500.00 
February 28, 1997  Charles W. Berry             500     $      500.00 
February 28, 1997  Ronald C. Boone              500     $      500.00 
February 28, 1997  Harvey Burak               1,000     $    1,000.00 
February 28, 1997  Ray Jefferson Caplenor     1,500(4)  $    1,500.00 
February 28, 1997  LeeAnn Carroll               500     $      500.00 
February 28, 1997  Jay R. Cope                  250     $      250.00 
February 28, 1997  Robert L. Gall             1,000     $    1,000.00 
February 28, 1997  George J. Boltz              250     $      250.00 
February 28, 1997  Bobbie C. Greene             250     $      250.00 
February 28, 1997  David R. Hamilton            250     $      250.00 

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                                                                [Download Table]

                                            NUMBER        AGGREGATE   
       DATE                          NAME  OF SHARES    PURCHASE PRICE
       ----                          ----  ---------    --------------
                                                                      
February 28, 1997   Kenneth R. Heatter          250     $      250.00 
February 28, 1997   Earle R. Keaton, Jr.        500     $      500.00 
February 28, 1997   Douglas E. Klein            250     $      250.00 
February 28, 1997   Christine R. Lanigan      1,000     $    1,000.00 
February 28, 1997   Angela C. Lombardi        1,000     $    1,000.00 
February 28, 1997   Raymond R. McManus          750     $      750.00 
February 28, 1997   Jacqueline D. McNulty       750     $      750.00 
February 28, 1997   Jeffrey Mintz               500     $      500.00 
February 28, 1997   Deanna L. Parris            250     $      250.00 
February 28, 1997   John Larry Pelt             250     $      250.00 
February 28, 1997   David C. Pittman            250     $      250.00 
February 28, 1997   James B. Robertson          250     $      250.00 
February 28, 1997   Marvin E. Roberts           250     $      250.00 
February 28, 1997   Jeanne E. Scannell        1,000     $    1,000.00 
February 28, 1997   Eugene L. Scarpa            500     $      500.00 
February 28, 1997   Lee M. Schaeffer          1,500     $    1,500.00 
February 28, 1997   Dwight Smith                500     $      500.00 
February 28, 1997   Dale F. Tarlow            1,000     $    1,000.00 
February 28, 1997   John M. Temple            1,000(5)  $    1,000.00 
February 28, 1997   Philip V. Todaro          1,000     $    1,000.00 
February 28, 1997   Holly H. Waddell            250     $      250.00 
February 28, 1997   Deidre A. Wahlberg          500     $      500.00 
February 28, 1997   Ralph L. Wheeler            250     $      250.00 
February 28, 1997   Philip R. Whitaker          500     $      500.00 
July 25, 1997       Raymond McManus             250     $      250.00 
July 25, 1997       Robert L. Gall              250     $      250.00 
July 25, 1997       David G. Phillips           250     $      250.00 
September 30, 1997  Susan M. Vander Molen       250     $      250.00 
September 30, 1997  Richard Solar             7,500     $    7,500.00 
November 24, 1997   Edward Kittredge         20,000     $   20,000.00 
November 26, 1997   Robert P. Robertson       1,000     $    1,000.00 
November 26, 1997   David Hamilton              250     $      250.00 

---------------                                                                 

(3) Such shares were repurchased by the Company on February 11, 1997.           

(4) Such shares were repurchased by the Company on January 15, 1998.            

(5) Such shares were repurchased by the Company on September 20, 1997.          

CLASS C COMMON STOCK, PAR VALUE $0.01 PER SHARE.                                

   Shares of Class C Common of GCIH were sold to the following person on the
following date. Such shares were converted into shares of Common Stock          
immediately prior to the Offering, pursuant to the Merger described herein. See 
"Certain Relationships and Related Transactions -- Reorganization."             

                                                                [Download Table]

                                          NUMBER      AGGREGATE   
       DATE                        NAME  OF SHARES  PURCHASE PRICE
       ----                        ----  ---------  --------------
                                                                  
January 22, 1996  Lawrence R. Glenn         2,500   $    2,500.00 

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CLASS D COMMON STOCK, PAR VALUE $0.01 PER SHARE.                                

No shares of such class have been issued. Warrants to purchase 191,250
shares of Class D Common Stock were issued to CMP on January 22, 1996 in        
connection with the issuance of senior subordinated indebtedness of the Company 
to CMP, for an aggregate consideration of $189,337.50. Such warrants were       
converted into warrants to purchase Class B Common Stock of the Company,        
immediately prior to the Offering, pursuant to the Merger described herein. See 
"Certain Relationships and Related Transactions--Reorganization."               

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                           

(a) Exhibits:                                                         

                                                                [Download Table]

NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
 1.1+     Form of Purchase Agreement.                                 
 3.1+     Form of Amended and Restated Certificate of Incorporation of
          the registrant.                                             
 3.2+     Form of Amended and Restated Bylaws of the registrant.      
 4.1+     Form of certificate representing shares of Common Stock,    
          $0.01 par value per share.                                  
 4.2+     Credit Agreement by and among GCIH, Auburn, GCI, the        
          domestic subsidiaries of the same and various lending       
          institutions dated as of December 17, 1997.                 
 4.3+     First Amendment to Credit Agreement by and among GCIH,      
          Auburn, GCI, the domestic subsidiaries of the same and      
          various lending institutions dated as of April 3, 1998.     
 4.4+     Second Amendment to Credit Agreement by and among GCIH,     
          Auburn, GCI, the domestic subsidiaries of the same and      
          various lending institutions dated as of June 4, 1998.      
 5.1+     Opinion and consent of Kirkland & Ellis.                    
10.1+     Stock Purchase Agreement by and between GPC and GCIH dated  
          as of December 14, 1995.                                    
10.2+     Form of Executive Stock Purchase Agreement between GCIH and 
          certain of its Executives, each dated January 22, 1996.     
10.3+     Form of Manager Securities Purchase Agreement between GCIH  
          and certain of its Managers.                                
10.4+     Securities Purchase Agreement by and between GCIH and CVC,  
          dated as of January 22, 1996.                               
10.5+     Form of Director Stock Purchase Agreement between GCIH and  
          certain of its directors.                                   
10.6+     Amended and Restated Registration Rights Agreement by and   
          between GCIH, Citicorp Venture Capital, Ltd., and other     
          stockholders of GCIH, dated as of June 5, 1998.             
10.7+     Stock Purchase Agreement by and among GCIH, James P.        
          Manning, Eileen Manning and Certain Charitable Remainder    
          Trusts dated as of November 12, 1997.                       
10.8+     Share Purchase Agreement by and among GCIH, James P. Manning
          and Eileen Manning dated as of December 16, 1997.           
10.9+     Amended and Restated Senior Subordinated Credit Agreement   
          dated as of December 17, 1997 by and among GCIH, GCI, CMP   
          and others.                                                 
10.10+    Subordination and Intercreditor Agreement by and among      
          Nationsbank, CMP, GCI and others dated as of December 17,   
          1997.                                                       
10.11+    12% Junior Subordinated Note in the face amount of          
          $11,000,000, issued by GCIH to GPC as of December 29, 1997. 
10.12+    License Agreement by and between Warner Bros. Division of   
          Time Warner Entertainment Company, L.P. and GCI dated as of 
          March 12, 1998.                                             
10.13**   License Agreement by and between GPC and GCI dated as of    
          January 22, 1996.                                           
10.14+    License Agreement among The Kendall Company, GPC, and Soft  
          Care Apparel, Inc. (n/k/a GCI), dated as of July 31, 1986,  
          as amended pursuant to that certain Letter Agreement dated  
          January 19, 1996 by and among The Kendall Company, GPC, GCI 
          and GCIH.                                                   
10.15+    Trademark License Agreement between Auburn and Wilson       
          Sporting Goods Co. dated April 29, 1997; as sublicensed to  
          Sport Socks Ireland as of October 1, 1997, effective as of  
          January 1, 1998; as amended as of December 5, 1997.         

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                                                                [Download Table]

NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
10.16+    Lease Agreement by and between GCI and Operadora Zona Franca
          De La Romana, S.A. for property located at Zona Franca      
          Industrial La Romana (Sewing, Packaging).                   
10.17+    Lease Agreement by and between GCI and Operadora Zona Franca
          De La Romana, S.A. for property located at Altos            
          Buvillaverde.                                               
10.18+    Lease Agreement by and between GCI and Operadora Zona Franca
          De La Romana, S.A. for property located at Altos            
          Buvillaverde.                                               
10.19+    Lease Amendment by and between GCI and the Industrial       
          Development Board of the City of Evergreen, Alabama, dated  
          as of August 28, 1997, and assignment and assumption        
          agreement and resolution of the Industrial Development Board
          dated as of the same date.                                  
10.20+    Lease Agreement between GCI and Highland Properties, LLC    
          dated as of November 25, 1996, and amendments thereto, for  
          the lease of the Greenville facility.                       
10.21+    Severance Agreement by and between GPC, GCI and David E.    
          Uren, dated as of March 18, 1995.                           
10.22     Form of Amendment No. 1 to the Executive Stock Purchase     
          Agreement.                                                  
21.1+     Subsidiaries of the registrant.                             
23.1+     Consent of Ernst & Young LLP                                
23.2+     Consent of J.C. Holland & Co., PSC                          
23.3+     Consent of Price Waterhouse                                 
23.4+     Consent of Kirkland & Ellis (included in Exhibit 5.1).      
23.5+     Consent of The NPD Group, Inc.                              
24.1+     Powers of Attorney (included in signature page).            
27.1+     Financial Data Schedule.                                    

---------------                                                                 

* To be filed by amendment.                                                   

** The Company has requested confidential treatment with respect to certain     
provisions of this Exhibit from the Commission.                           

+ Previously filed.                                                           

(b) Financial Statement Schedules:                                    

  The following financial statement schedule for GCIH, Inc. is included in
this Registration Statement:                                                    

   Schedule II -- Supplemental Schedule of Valuation and Qualifying Accounts

   The following financial statement schedule for Gerber Childrenswear, Inc.
is included in this Registration Statement:                                     

   Schedule II -- Supplemental Schedule of Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable     
accounting regulations of the Commission are not required under the related     
instructions, are inapplicable or not material, or the information called for   
thereby is otherwise included in the financial statements and therefore have    
been omitted.                                                                   

ITEM 17.  UNDERTAKINGS.                                                         

The undersigned registrant hereby undertakes:                                   

          (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a posteffective amendment to this
registration statement:                                               

           (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                         

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             (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the 
      aggregate, represent a fundamental change in the information set forth
in this registration statement;                                 

            (iii) To include any material information with respect to the plan
       of distribution not previously disclosed in this registration statement
or any material change to such information in this registration 
statement;                                                      

 provided, however, that the undertakings set forth in paragraph (i) and
 (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic 
    reports filed by the registrant pursuant to Section 13 or Section 15(d) of
   the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.                                          

    (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered 
   therein, and the Offering of such securities at that time shall be deemed
to be the initial bona fide Offering thereof.                         

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the     
termination of the Offering.                                          

In addition, the undersigned registrant hereby undertakes that, for   
purposes of determining any liability under the Securities Act of 1933, each    
filing of the registrant's annual report pursuant to section 13(a) or section   
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the    
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the Offering of such securities 
at that time shall be deemed to be the initial bona fide Offering thereof.      

    The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such     
denominations and registered in such names as required by the underwriter to    
permit prompt delivery to each purchaser.                                       

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the  
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
has been advised that in the opinion of the Commission such indemnification is  
against public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other   
than the payment by the registrant of expenses incurred or paid by a director,  
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, 
unless in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.                       

The undersigned registrant hereby undertakes that:                    

          (1) For purposes of determining any liability under the Securities Act
    of 1933, the information omitted from the form of prospectus filed as part
    of this registration statement in reliance upon Rule 430A and contained in
    a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
   (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.      

         (2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of    
   prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the Offering of such securities at that
time shall be deemed to be the initial bona fide Offering thereof.    

II-7

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in the City of New York, State of New   
York on June 10, 1998.                                                          

                              GERBER CHILDRENSWEAR, INC.

                                By:     /s/ RICHARD L. SOLAR
                                            ------------------------------------
                              Name: Richard L. Solar
                                    Title: Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed on June 10, 1998, by, or on behalf of,   
the following persons in the capacities indicated with respect to Gerber        
Childrenswear, Inc.:                                                            

                                                        [Enlarge/Download Table]

                       SIGNATURE                                            CAPACITY                
                       ---------                                            --------                
                                                                                                    

                           *                              Chairman of the Board, President and Chief
--------------------------------------------------------  Executive Officer (Principal Executive    
                    Edward Kittredge                      Officer)                                  

                           *                              Senior Vice President, Assistant Secretary
--------------------------------------------------------  and Director (Principal Financial Officer)
                    Richard L. Solar                                                                

                           *                              Vice President of Finance, Secretary and  
--------------------------------------------------------  Treasurer (Principal Accounting Officer)  
                     David E. Uren                                                                  

                           *                              Director                                  
--------------------------------------------------------                                            
                     Richard Cashin                                                                 

                           *                              Director                                  
--------------------------------------------------------                                            
                   Lawrence R. Glenn                                                                

                           *                              Director                                  
--------------------------------------------------------                                            
                     Joseph Medalie                                                                 

                           *                              Director                                  
--------------------------------------------------------                                            
                     John D. Weber                                                                  

               *By: /s/ RICHARD L. SOLAR                                                            
  ----------------------------------------------------                                              
                    Attorney-in-Fact                                                                

II-8

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                                                                     SCHEDULE II

GCIH, INC.

SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                 BALANCE AT  CHARGED TO               BALANCE AT
                                                 BEGINNING    COST AND                  END OF  
                  DESCRIPTION                    OF PERIOD    EXPENSES   DEDUCTIONS     PERIOD  
                  -----------                    ----------  ----------  ----------   ----------
                                                                                                
Year ended December 31, 1997:                                                                   
  Allowance for doubtful accounts...............  $ 1,798     $ 5,113      $4,401(1)   $ 2,510  

Period ended December 31, 1996:                                                                 
  Allowance for doubtful accounts...............       --       3,683       1,885(1)     1,798  

---------------                                                                 
(1) Allowances, uncollected amounts and credit balances written off against     
reserve, net of recoveries.                                             

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                                                                     SCHEDULE II

GERBER CHILDRENSWEAR, INC.
("PREDECESSOR COMPANY") 

SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                               CHARGED                          
                                                  BALANCE AT   TO COST                BALANCE AT
                                                   BEGINNING     AND                    END OF  
                   DESCRIPTION                     OF PERIOD   EXPENSES  DEDUCTIONS     PERIOD  
                   -----------                    -----------  --------  ----------   ----------
                                                                                                
Year ended December 31, 1995:                                                                   
  Allowance for doubtful accounts................   $ 3,755    $ 2,203    $ 3,358(1)   $ 2,600  

---------------                                                                 

(1) Allowances, uncollected amounts and credit balances written off against     
reserve, net of recoveries.                                             

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EXHIBIT INDEX 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                           

(a) Exhibits:                                                         

                                                                [Download Table]

                                                                        SEQUENTIALLY
                                                                          NUMBERED  
NUMBER                            DESCRIPTION                               PAGE    
-------                           -----------                           ------------
                                                                                    
  1.1 +   Form of Purchase Agreement.                                               
  3.1 +   Form of Amended and Restated Certificate of Incorporation of              
          the registrant.                                                           
  3.2 +   Form of Amended and Restated Bylaws of the registrant.                    
  4.1 +   Form of certificate representing shares of Common Stock,                  
          $0.01 par value per share.                                                
  4.2 +   Credit Agreement by and among GCIH, Auburn, GCI, the                      
          domestic subsidiaries of the same and various lending                     
          institutions dated as of December 17, 1997.                               
  4.3 +   First Amendment to Credit Agreement by and among GCIH,                    
          Auburn, GCI, the domestic subsidiaries of the same and                    
          various lending institutions dated as of April 3, 1998.                   
  4.4 +   Second Amendment to Credit Agreement by and among GCIH,                   
          Auburn, GCI, the domestic subsidiaries of the same and                    
          various lending institutions dated as of June 4, 1998.                    
  5.1 +   Opinion and consent of Kirkland & Ellis.                                  
 10.1 +   Stock Purchase Agreement by and between GPC and GCIH dated                
          as of December 14, 1995.                                                  
 10.2 +   Form of Executive Stock Purchase Agreement between GCIH and               
          certain of its Executives, each dated January 22, 1996.                   
 10.3 +   Form of Manager Securities Purchase Agreement between GCIH                
          and certain of its Managers.                                              
 10.4 +   Securities Purchase Agreement by and between GCIH and CVC,                
          dated as of January 22, 1996.                                             
 10.5 +   Form of Director Stock Purchase Agreement between GCIH and                
          certain of its directors.                                                 
 10.6 +   Amended and Restated Registration Rights Agreement by and                 
          between GCIH, Citicorp Venture Capital, Ltd., and other                   
          stockholders of GCIH, dated as of June 5, 1998.                           
 10.7 +   Stock Purchase Agreement by and among GCIH, James P.                      
          Manning, Eileen Manning and Certain Charitable Remainder                  
          Trusts dated as of November 12, 1997.                                     
 10.8 +   Share Purchase Agreement by and among GCIH, James P. Manning              
          and Eileen Manning dated as of December 16, 1997.                         
 10.9 +   Amended and Restated Senior Subordinated Credit Agreement                 
          dated as of December 17, 1997 by and among GCIH, GCI, CMP                 
          and others.                                                               
 10.10+   Subordination and Intercreditor Agreement by and among                    
          Nationsbank, CMP, GCI and others dated as of December 17,                 
          1997.                                                                     
 10.11+   12% Junior Subordinated Note in the face amount of                        
          $11,000,000, issued by GCIH to GPC as of December 29, 1997.               
 10.12+   License Agreement by and between Warner Bros. Division of                 
          Time Warner Entertainment Company, L.P. and GCI dated as of               
          March 12, 1998.                                                           
 10.13**  License Agreement by and between GPC and GCI dated as of                  
          January 22, 1996.                                                         

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                                                                [Download Table]

                                                                       SEQUENTIALLY
                                                                         NUMBERED  
NUMBER                           DESCRIPTION                               PAGE    
-------                          -----------                           ------------
                                                                                   
 10.14+  License Agreement among The Kendall Company, GPC, and Soft                
         Care Apparel, Inc. (n/k/a GCI), dated as of July 31, 1986,                
         as amended pursuant to that certain Letter Agreement dated                
         January 19, 1996 by and among The Kendall Company, GPC, GCI               
         and GCIH.                                                                 
 10.15+  Trademark License Agreement between Auburn and Wilson                     
         Sporting Goods Co. dated April 29, 1997; as sublicensed to                
         Sport Socks Ireland as of October 1, 1997, effective as of                
         January 1, 1998; as amended as of December 5, 1997.                       
 10.16+  Lease Agreement by and between GCI and Operadora Zona Franca              
         De La Romana, S.A. for property located at Zona Franca                    
         Industrial La Romana (Sewing, Packaging).                                 
 10.17+  Lease Agreement by and between GCI and Operadora Zona Franca              
         De La Romana, S.A. for property located at Altos                          
         Buvillaverde.                                                             
 10.18+  Lease Agreement by and between GCI and Operadora Zona Franca              
         De La Romana, S.A. for property located at Altos                          
         Buvillaverde.                                                             
 10.19+  Lease Amendment by and between GCI and the Industrial                     
         Development Board of the City of Evergreen, Alabama, dated                
         as of August 28, 1997, and assignment and assumption                      
         agreement and resolution of the Industrial Development Board              
         dated as of the same date.                                                
 10.20+  Lease Agreement between GCI and Highland Properties, LLC                  
         dated as of November 25, 1996, and amendments thereto, for                
         the lease of the Greenville facility.                                     
 10.21+  Severance Agreement by and between GPC, GCI and David E.                  
         Uren, dated as of March 18, 1995.                                         
 10.22+  Form of Amendment No. 1 to the Executive Stock Purchase                   
         Agreement.                                                                
 21.1 +  Subsidiaries of the registrant.                                           
 23.1 +  Consent of Ernst & Young LLP                                              
 23.2 +  Consent of J.C. Holland & Co., PSC                                        
 23.3 +  Consent of Price Waterhouse                                               
 23.4 +  Consent of Kirkland & Ellis (included in Exhibit 5.1).                    
 23.5 +  Consent of The NPD Group, Inc.                                            
 24.1 +  Powers of Attorney (included in signature page).                          
 27.1 +  Financial Data Schedule.                                                  

---------------                                                                 

* To be filed by amendment.                                                   

** The Company has requested confidential treatment with respect to certain     
provisions of this Exhibit from the Commission.                           

+ Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/10/98	1	9
	6/5/98	6	12
	6/4/98	6	12	8-A12B
	4/3/98	6	12
	3/12/98	6	12
	1/15/98	5
	1/1/98	6	13
	12/31/97	10
	12/29/97	6	12
	12/17/97	6	12
	12/16/97	6	12
	12/5/97	6	13
	11/26/97	5
	11/24/97	5
	11/12/97	6	12
	10/1/97	6	13
	9/30/97	4	5
	9/20/97	5
	8/28/97	7	13
	7/25/97	5
	4/29/97	6	13
	2/28/97	4	5
	2/11/97	3	5
	12/31/96	10
	11/25/96	7	13
	1/22/96	3	12
	1/19/96	6	13
	12/31/95	11
	12/14/95	6	12
	3/18/95	7	13
				List all Filings

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Filing Submission 0000950123-98-005838 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Gerber Childrenswear Inc – IPO: ‘S-1/A’ on 6/10/98

As of: Wednesday, 6/10/98 · Accession #: 950123-98-5838 · File #: 333-47327

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Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

S-1/A — Amendment No. 4 to Form S-1Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
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S-1/A — Amendment No. 4 to Form S-1
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