UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Korn/Ferry International
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
500643200
(CUSIP Number)
David L. Lowe
Friedman Fleischer & Lowe GP, LLC
One Maritime Plaza, Suite 1000
San Francisco, California 94111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 2004
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), 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.
(Continued on following pages)
(Page 1 of 10 Pages)
--------------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 500643200 SCHEDULE 13D Page 2 of 10 Pages
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------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Friedman Fleischer & Lowe Capital Partners, L.P.
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
------------ -------------------------------------------------------------------
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) [ ]
Not applicable
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Friedman Fleischer & Lowe Capital Partners, L.P. is organized
under the laws of the State of Delaware.
------------ --- ---------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,110,182 (including shares issuable upon exercise of warrants)
BENEFICIALLY --- ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --- ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,110,182 (including shares issuable upon exercise of warrants)
--- ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,182 (including shares issuable upon exercise of warrants)
(See Item 5)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not applicable
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 10.85% (See Item 5)
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
PN
============ ===================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 500643200 SCHEDULE 13D Page 3 of 10 Pages
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------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
FFL Executive Partners, L.P.
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
------------ -------------------------------------------------------------------
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) [ ]
Not applicable
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FFL Executive Partners, L.P. is organized under the laws of the
State of Delaware.
------------ ------ ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 74,353 (including shares issuable upon exercise of warrants)
BENEFICIALLY ------ ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ------ ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
74,353 (including shares issuable upon exercise of warrants)
------ ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,353 (including shares issuable upon exercise of warrants)
(See Item 5)
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not applicable
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately .20% (See Item 5)
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
PN
============ ===================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10
KORN/FERRY INTERNATIONAL SCHEDULE 13D
AMENDMENT NO. 1
NOTE: This Amendment No. 1 amends a Statement on Schedule 13D filed on July 2,
2002 by Friedman Fleischer & Lowe Capital Partners, L.P., a Delaware limited
partnership ("FFL Capital Partners"), and FFL Executive Partners, L.P., a
Delaware limited partnership ("FFL Executive Partners," and together with FFL
Capital Partners, the "FFL Funds" or the "Reporting Persons"). This Amendment
No. 1 is filed on behalf of FFL Funds.
This Amendment No. 1 is being filed to reflect the sale by FFL Funds of
3,415 shares of 7.5% Convertible Series A Preferred Stock, of Korn/Ferry
International (the "Issuer") and 7.5% Convertible Subordinated Notes Due 2010 of
the Issuer with an aggregate principal amount of $13,662,000 (collectively, the
"Convertible Securities"), all of which are convertible into the aggregate
amount of 1,675,858 shares of the Issuer's Common Stock, to Credit Suisse First
Boston Capital LLC pursuant to a Forward Sale Contract entered into as of June
25, 2004. The Forward Sale Contract provides that the Reporting Persons will be
required to deliver the Convertible Securities in June, 2006. There has been no
change in the information set forth in response to Item 1 or 2 of the Schedule
13D. Accordingly, those Items are omitted from this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following:
On September 11, 2002 a registration statement registering the common stock
of the Issuer underlying the Convertible Securities and the eight-year warrants,
was filed by the Issuer with the Securities and Exchange Commission.
On June 25, 2004 FFL Funds sold 3,415 shares of the 7.5% Convertible Series
A Preferred Stock and 7.5% Convertible Subordinated Notes Due 2010 with an
aggregate principal amount of $13,662,000, all of which are convertible into the
aggregate amount of 1,675,858 shares of the Issuer's Common Stock, to Credit
Suisse First Boston Capital LLC pursuant to a Forward Sale Contract. The Forward
Sale Contract provides that the Reporting Persons will be required to deliver
the Convertible Securities in June, 2006.
Item 4. Purpose of Transaction
Item 4 is amended to read as follows:
As described above, FFL Funds entered into a Forward Sale Contract whereby
it sold the Convertible Securities. On an evaluation of the Issuer's business
prospects and financial condition, the market for the Common Stock and other
equity securities, other available investment opportunities, money and stock
market conditions and other future developments, the Reporting Persons have
decided to sell part of its holdings of the Issuer's Common Stock in such
forward sale contract for the purpose of raising capital.
Except as set forth in this Schedule 13D/A, none of the Reporting Persons
has a present plan or proposal that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However,
each of the Reporting Persons reserves the right to propose or participate in
future transactions, subject to any applicable terms and conditions in the
Investor Rights Agreement, which may result in one or more of such actions,
including but not limited to, an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, of a material
Page 5 of 10
amount of assets of the Issuer or its subsidiaries, or other transactions which
might have the effect of causing the Issuer's Common Stock to cease to be listed
on the New York Stock Exchange or causing the Common Stock to become eligible
for termination of registration under Section 12(g) of the Exchange Act.
Item 5. Interest in Securities of Issuer
Items 5(a), 5(b) and 5(c) are amended to read as follows:
(a) The following table describes the number of shares of Common Stock
issuable upon exercise or conversion of derivative securities and the percentage
of outstanding shares of Common Stock that would be owned by the Reporting
Persons upon such issuance. All percentages below are based on 37,894,244 shares
of Common Stock issued and outstanding on March 9, 2004, as represented by the
Issuer in its quarterly report on Form 10-Q for the quarter ended January 31,
2004, as filed on March 12, 2004.
Name Warrants Preferred Stock Notes Total Percent Ownership
---- -------- --------------- ----- ----- -----------------
FFL Capital Partners 269,335 768,208 3,072,639 4,110,182 10.85%
FFL Executive 4,872 13,897 55,584 74,353 .20%
Partners
Total (FFL Funds) 274,207 782,105 3,128,222 4,184,534 11.05%
(b) FFL Capital Partners. FFL Capital Partners has the sole power to vote,
or direct the vote of, and to dispose, or direct the disposition of 4,110,182
shares of Common Stock.
FFL Executive Partners. FFL Executive Partners has the sole power to vote,
or direct the vote of, and to dispose, or direct the disposition of 74,353
shares of Common Stock.
FFL GP. FFL GP may be deemed to have the power to vote, and direct the vote
of, or to dispose, or direct the disposition of, the 4,184,534 shares of Common
Stock owned by FFL GP, as the general partner of each of the FFL Funds. FFL GP
disclaims beneficial ownership of any shares of Common Stock owned by the FFL
Funds, except to the extent of its pecuniary interest therein, if any.
The Managing Members. The Managing Members may be deemed to have the power
to vote, and direct the vote of, or to dispose, or direct the disposition of,
the 4,184,534 shares of Common Stock owned by the FFL Funds as managing members
of FFL GP. Each of the Managing Members disclaims beneficial ownership of any
shares of Common Stock owned by the FFL Funds, except to the extent of his
pecuniary interest therein, if any.
(c) Except as otherwise described herein or in any Exhibit filed herewith,
to the knowledge of the Reporting Persons, none of the persons named in response
to paragraph (a) above has effected any transaction in shares of Common Stock
(or in Common Stock equivalents) during the past 60 days.
Page 6 of 10
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Reference is hereby made to the information disclosed under Items 3 and 4
of the Schedule 13D and Schedule 13D/A and is incorporated by reference in
response to this Item 6.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Which was previously filed, is the Certificate of
Designations of 7.5% Convertible Series A Preferred Stock
(incorporated by reference to the Issuer's Form 8-K filed with
the SEC on June 18, 2002).
Exhibit 2 - Which was previously filed, is the Form of 7.5%
Convertible Subordinated Notes Due 2010 (incorporated by
reference to the Issuer's Form 8-K filed with the SEC on June 18,
2002).
Exhibit 3 - Which was previously filed, is the Credit Agreement, dated
as of February 14, 2003, made by the Issuer, the Lenders (as
defined therein) and Wells Fargo Bank, National Association
(incorporated by reference to the Issuer's Form 10-Q filed with
the SEC on March 17, 2003).
Exhibit 4 - Which was previously filed, is the Form of Stock Purchase
Warrant (incorporated by reference to the Issuer's Form 8-K filed
with the SEC on June 18, 2002).
Exhibit 5 - Which was previously filed, is the Investor Rights
Agreement, dated as of June 13, 2002, made by and among the
Issuer and the FFL Funds (incorporated by reference to the
Issuer's Form 8-K filed with the SEC on June 18, 2002).
Exhibit 6 - Form of Forward Sale Contract, dated June 25, 2004, by and
between FFL Funds and Credit Suisse First Boston Capital LLC.
Page 7 of 10
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.
NVESTORS:
Dated: June 25, 2004 FRIEDMAN FLEISCHER & LOWE CAPITAL
PARTNERS, L.P.
By: Friedman Fleischer & Lowe GP, LLC,
its general partner
By: /s/ David Lowe
Name: David Lowe
Title: Senior Managing Member
Dated: June 25, 2004 FFL EXECUTIVE PARTNERS, L.P.
By: Friedman Fleischer & Lowe GP, LLC,
its general partner
By: /s/ David Lowe
Name: David Lowe
Title: Senior Managing Member
Page 8 of 10
Exhibit Index
Exhibit Description
1 Certificate of Designations of 7.5% Convertible Series A
Preferred Stock (incorporated by reference to the Issuer's
Form 8-K filed with the SEC on June 18, 2002)
2 Form of 7.5% Convertible Subordinated Notes Due 2010
(incorporated by reference to the Issuer's Form 8-K filed
with the SEC on June 18, 2002).
3 Credit Agreement, dated as of February 14, 2003, made by the
Issuer, the Lenders (as defined therein) and Wells Fargo
Bank, National Association (incorporated by reference to the
Issuer's Form 10-Q filed with the SEC on March 17, 2003).
4 Form of Stock Purchase Warrant (incorporated by reference to
the Issuer's Form 8 K filed with the SEC on June 18, 2002).
5 Investor Rights Agreement, dated as of June 13, 2002, made
by and among the Issuer and the FFL Funds (incorporated by
reference to the Issuer's Form 8-K filed with the SEC on
June 18, 2002).
6 Form of Forward Sale Contract, dated June 25, 2004, by and
between FFL Funds and Credit Suisse First Boston Capital
LLC.
Page 9 of 10
Credit Suisse First Boston
Equity Derivatives
Physically Settled Forward Contract
on
Korn Ferry 7.5% Convertible Suborindated Note
Executable Terms as of
June 25, 2004
Forward Buyer: Credit Suisse First Boston Capital LLC
Forward Seller: Friedman Fleischer & Lowe Capital Partners LP
Underlying Securities: 7.5% Convertible Suborindated Note of Korn Ferry, as adjusted pursuant to the terms of the Indenture
Trade Date: 6/25/2004
Face: 13,662,000
Underlying Shares 1,340,726
Conversion Price $10.19
Initial Price: Following execution of definitive documentation and delivery of the Underlying Security to Forward Buyer,
Forward Buyer will pay to Forward Seller $26,072,230.98 plus Accrued Payments
Accrued Payments: $ 31,308.75
Quoted Price $ 18.2745
Maturity Date: 2 years from the Trade Date, provided that Forward Buyer may elect to accelerate the Maturity Date and
take physical delivery of the Underlying Securities anytime upon 1 business day's notice
Settlement Method: Physical. On the Settlement Date, Forward Seller will deliver the Underlying Securities to Forward Buyer.
Interim Flows: Forward Seller will pay Forward Buyer 100% of all Coupons, Dividends and other payments on the Underlying
Shares on the date of payment
Pledge: Forward Seller will pledge the Underlying Securities to Forward Buyer on the Trade Date, and will deliver
such securities to Forward Buyer to perfect the Forward Seller's security interest.
Documentation: Forward Buyer and Forward Seller will enter into definitive documentation reflecting the economic terms
hereof as promptly as practical following the Trade Date but not to exceed 10 calendar days from the Trade
Date
Representation: Forward Seller is not in possession of material non-public information regarding Korn Ferry
Forward Seller is not subject to any Korn Ferry blackout window
Forward Seller will file a Form 144 simultaneous with the execution hereof
Name: Rajat Duggal, Managing Director Name: Stephen Roti, Managing Director
Signature:___________________________ Signature:___________________________
Credit Suisse First Boston makes no representations as to the tax, legal, credit and/or accounting consequences to the client of
entering into this type of transaction. Clients are advised to make an independent review of these issues and to reach their own
conclusions. Prices are provided for information purposes only. This term sheet represents neither an offer to sell nor a
solicitation to buy securities.
Page 10 of 10
Credit Suisse First Boston
Equity Derivatives
Physically Settled Forward Contract
on
Korn Ferry Convertible Series A Preferred Stock
Executable Terms as of
June 25, 2004
Forward Buyer: Credit Suisse First Boston Capital LLC
Forward Seller: Friedman Fleischer & Lowe Capital Partners LP
Underlying Securities: 7.5% Convertible Series A Preferred Stock of Korn Ferry, as adjusted pursuant to the terms of the Indenture
Trade Date: 6/25/2004
Face: 3,415,000
Underlying Shares 335,132
Conversion Price $10.19
Initial Price: Following execution of definitive documentation and delivery of the Underlying Security to Forward Buyer,
Forward Buyer will pay to Forward Seller $6,517,103.56 plus Accrued Payments
Accrued Payments: $ 7,826.04
Quoted Price $ 18.2745
Maturity Date: 2 years from the Trade Date, provided that Forward Buyer may elect to accelerate the Maturity Date and take
physical delivery of the Underlying Securities anytime upon 1 business day's notice
Settlement Method: Physical. On the Settlement Date, Forward Seller will deliver the Underlying Securities to Forward Buyer.
Interim Flows: Forward Seller will pay Forward Buyer 100% of all Coupons, Dividends and other payments on the Underlying
Shares on the date of payment
Pledge: Forward Seller will pledge the Underlying Securities to Forward Buyer on the Trade Date, and will deliver
such securities to Forward Buyer to perfect the Forward Seller's security interest.
Documentation: Forward Buyer and Forward Seller will enter into definitive documentation reflecting the economic terms
hereof as promptly as practical following the Trade Date but not to exceed 10 calendar days from the Trade
Date
Representation: Forward Seller is not in possession of material non-public information regarding Korn Ferry
Forward Seller is not subject to any Korn Ferry blackout window
Forward Seller will file a Form 144 simultaneous with the execution hereof
Name: Rajat Duggal, Managing Director Name: Stephen Roti, Managing Director
Signature:___________________________ Signature:___________________________
Credit Suisse First Boston makes no representations as to the tax, legal, credit and/or accounting consequences to the client of
entering into this type of transaction. Clients are advised to make an independent review of these issues and to reach their own
conclusions. Prices are provided for information purposes only. This term sheet represents neither an offer to sell nor a
solicitation to buy securities.