UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker
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1(a) NAME OF ISSUER (Please type or print)
Korn/Ferry International
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1(b) IRS IDENT. NO. |(c) SEC FILE NO.
95-2623879 |001-14505
|
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1(d) ADDRESS OF ISSUER STREET
1800 Century Park East, Suite 900
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1(d) CITY STATE ZIP CODE
Los Angeles CA 90067
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1(e) TELEPHONE
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AREA CODE |NUMBER
|
310 |552-1834
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Friedman Fleischer & Lowe Capital Partners, L.P.*
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2(b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER
52-2137801 10% Stockholder
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2(d) ADDRESS STREET
One Maritime Plaza, Suite 1000
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2(d) CITY STATE ZIP CODE
San Francisco CA 94111
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.
SEC USE
3(a) (b) ONLY (c) (d) (e) (f) (g)
Title of the Name and Address of Broker- Number of Aggregate Number of Shares Approximate Name of Each
Class of Each Broker Through Dealer Shares or Market or Other Units Date of Sale Securities
Securities Whom the Securities File Other Units Value Outstanding (See instr. 3(f)) Exchange
to be Sold are to be Offered Number to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g))
or Each Market (See instr. 3(d))
Maker who is 3(c))
Aquiring the
Securities
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Common Stock Credit Suisse First 1,646,080 $30,666,470 37,894,244 6/25/04 N/A
(1) Boston Capital LLC
c/o Credit Suisse First
Boston LLC
11 Madison Avenue
New York, NY 10011
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INSTRUCTIONS:
1.(a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer'S S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2.(a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3.(a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended
to be sold
(c) Number of shares or other units to be sold (if debt securities, give the
aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date
within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debit
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
(1) In accordance with the procedures described in the Commission's
interpretive letter to Goldman, Sachs & Co. dated December 20, 1999, this
Form 144/A is being filed in connection with the sale of 3,354 shares of
7.5% Convertible Series A Preferred Stock of the Issuer, and 7.5%
Convertible Subordinated Notes due 2010 of the Issuer with an aggregate
principal amount of $13,419,244 (collectively, the "Convertible
Securities"), all of which are convertible into the aggregate amount of
1,646,080 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 will provide that the selling
person listed in Item 2(a) of this Form 144 will be required to deliver the
Convertible Securities in June, 2006.
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
purchase price or other consideration therefor:
Name of Person
from Whom Acquired
Title of Date You Nature of (If gift, also give date Amount of Date of
the Class Acquired Acquisition Transaction donor acquired) Securities Acquired Payment Nature of Payment
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Common 6/13/02 Private Sale Issuer 5,059,254 6/13/02 Cash
Stock
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INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any note
or other obligation, or if payment was made in installments describe the
arrangement and state when the note or other obligation was discharged in
full or the last installment paid.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during
the past 3 months by the person for whose account the securities are to be sold.
Amount of Gross
Name and Address of Seller Title of Securities Sold Date of Sale Securities Proceeds
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FFL Executive Partners, L.P. Common Stock 6/25/04 29,778(2) $579,769.03
One Maritime Plaza, Suite 1000
San Francisco, CA 94111
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REMARKS: This amendment was filed to amend a Form 144 filed on 6/24/04 in order
to adjust the number of securities sold by the Reporting Person. Such adjustment
was required because a number of the securities sold in the transaction were
owned by an affiliate of the Reporting Person, FFL Executive Partners, L.P.,
which is concurrently filing a Form 144.
(2) Sold pursuant to a substantially similar Forward Sale Contract as the
Reporting Person.
* This statement is being filed by Friedman Fleischer & Lowe GP, LLC ("FFL GP")
as the designated filer on behalf of Friedman Fleischer & Lowe Capital Partners,
L.P. FFL GP is the sole general partner of Friedman Fleischer & Lowe Capital
Partners, L.P.
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In addition,
information shall be given as to sales by all persons whose sales are required
by paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
be sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective operations
of the Issuer of the securities to be sold which has not been publicly
disclosed.
June 25, 2004 /s/ David Lowe
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(DATE OF NOTICE) (SIGNATURE)
The notice shall be signed by the person for whose account the securities are to
be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001).