UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Perry Ellis International, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
868610106
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 24, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of '' 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing informa tion which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabili ties of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 868610106
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
428,403
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
428,403
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,403
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 868610106
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
428,403
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
428,403
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,403
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 868610106
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
428,403
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
428,403
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,403
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, $.01 par value (the
"Shares"), of Perry Ellis International, Inc. a Florida corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 3000
N.W. 107 Avenue, Miami, Florida 33172.
Item 2. Identity and Background
The persons filing this statement are Barberry Corp., a Delaware
corporation ("Barberry"), High River Limited Partnership, a Delaware limited
partnership ("High River") and Carl C. Icahn, a citizen of the United States of
America (collectively, the "Registrants"). The principal business address and
the address of the principal office of the Registrants is 100 South Bedford
Road, Mount Kisco, New York 10549, except Carl C. Icahn's principal business
address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York,
New York 10153.
Barberry is the general partner of High River. Barberry is 100 percent
owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and
indirectly to determine the investment and voting decisions made by Registrants.
Each of Barberry and High River is primarily engaged in the business of
investing in securities. Carl C. Icahn's present principal occupation or
employment is acting as President and a Director of Starfire Holding
Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the
Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire is
primarily engaged in the business of holding, either directly or through its
subsidiaries, a majority of the common stock of ACF. ACF is primarily engaged in
the business of leasing, selling and manufacturing railroad freight and tank
cars.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of High River and
Barberry, are set forth in Schedule A attached hereto.
Except as set forth on Schedule B, no member of High River or Barberry nor
any manager or executive officer of High River or Barberry, has, during the past
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting, or mandating activities subject
to, Federal or State securities laws or a finding of any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the close of business on June 23, 2003, the aggregate purchase
price of 56,700 Shares purchased by High River was $581,065.68 (excluding
commissions). The source of funding for the purchase of these Shares was general
working capital of High River.
On, June 24, 2003, High River became entitled to receive 371,703 Shares
(the "Merger Shares") in exchange for 1,807,898 shares of Salant Corporation
("Salant") held by it pursuant to a merger of Salant with and into Issuer.
Item 4. Purpose of Transaction
High River received the Merger Shares as a result of its ownership of
Salant shares and the subsequent merger of Salant with and into the Issuer.
Registrants are holding the Shares for investment.
Registrants reserve the right, at any time or from time to time, to acquire
additional Shares or to dispose of Shares, in each case in the open market, in
private transactions or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on July 3, 2003, Registrants may be
deemed to beneficially own, in the aggregate, 428,403 Shares, representing
approximately 5.13% of the Issuer's outstanding Shares (based upon the 8,353,661
Shares estimated to be outstanding as of July 3, 2003 by the Issuer in the
Issuer's draft registration statement on Form S-3 to be, filed with the
Securities and Exchange Commission on or about July 7, 2003).
(b) High River has sole voting power and sole dispositive power with regard
to 428,403 Shares. Each of Barberry and Carl C. Icahn has shared voting power
and shared dispositive power with regard to 428,403 Shares.
Barberry and Mr. Icahn, by virtue of their relationships to High River (as
disclosed in Item 2), may be deemed to beneficially own (as that term is defined
in Rule 13d-3 under the Act) the Shares which High River directly beneficially
owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such
Shares for all other purposes.
(c) See item 3.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Registrants
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 3, 2003
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.,
General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to Perry Ellis]
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.01 par value, of Perry Ellis International, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 3rd day of July, 2003.
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.,
General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D with respect
to Perry Ellis]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of Each Executive Officer
and Director of High River and Barberry.
The following sets forth the name, position, and principal occupation of
each director and executive officer of High River and Barberry. Each such person
is a citizen of the United States of America. Except as otherwise indicated, the
business address of each director and officer is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153. To the best of Registrants'
knowledge, except as set forth in this statement on Schedule 13D, none of the
directors or executive officers of the Registrants own any shares of the Issuer.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Barberry Corp. General Partner
Highcrest Investors Limited Partner
Corp.
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman, President and Secretary
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Robert J. Mitchell Authorized Signatory
Jordan Bleznick Vice President - Taxes
SCHEDULE B
-----------
On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against "Carl C. Icahn, Icahn Associates Corp. and High River Limited
Partnership" alleging that High River's tender offer for Reliance 9% senior
notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary
restraining order and preliminary and permanent injunctive relief to prevent
defendants from purchasing the notes. The Court initially imposed a temporary
restraining order. Defendants then supplemented the tender offer disclosures.
The Court conducted a hearing on the disclosures and other matters raised by
Reliance. It then denied plaintiffs' motion for a preliminary injunction and
ordered dissolution of its temporary restraining order following dissemination
of the supplement.
Reliance took an immediate appeal to the United States Court of Appeals for
the Second Circuit and sought a stay to restrain defendants from purchasing
notes during the pendency of the appeal. On January 30, 2001, the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a further temporary restraining order from the District Court. The Court
considered the matter and reimposed its original restraint until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March
9, 2001 and denied on March 22, 2001.