UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date | of Report (Date of earliest event reported):June 26, 2006 |
| | | | |
Commission File Number | | Registrant, State of Incorporation Address and Telephone Number | | I.R.S. Employer Identification No. |
| | |
| 333-42427 | | J. CREW GROUP, INC. (Incorporated in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500 | | 22-2894486 |
| | |
| 333-42423 | | J. CREW OPERATING CORP. (Incorporated in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500 | | 22-3540930 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into Material Definitive Agreements
On June 26, 2006, J. Crew Group, Inc. (the “Company”), J.Crew Operating Corp. (“Operating”) and certain of their direct and indirect subsidiaries entered into Amendment No. 4 (the “Amendment”) to the Amended and Restated Loan and Security Agreement, dated December 23, 2004 (the “Revolving Credit Agreement”) with Wachovia Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto (the “Revolver Lenders”). The Amendment provides the consent of the Revolver Lenders to the Company’s proposed initial public offering, the redemption of the Company’s outstanding preferred stock and the related transactions described in the Company’s Amendment No. 8 to the Registration Statement on Form S-1 (File No. 333-127628) filed on June 22, 2006. In addition, the Amendment revises the covenant contained the Revolving Credit Agreement that restricts annual capital expenditures by the Company and its subsidiaries to conform to the restrictions contained in the Credit and Guaranty Agreement dated as of May 15, 2006 among Operating, as borrower, the Company and certain of Operating’s direct and indirect subsidiaries, as guarantors, Goldman Sachs Credit Partners L.P, as administrative agent and collateral agent, and the lenders party thereto. A copy of the Amendment is attached hereto as Exhibit 10.1.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
The Board of Directors of the Company adopted a new Code of Business Conduct and Ethics (the “Code”). The Code applies to all the Company’s employees, directors and officers, including its principal executive officer, principal financial officer and controller.
The Code provides additional detail with respect to the information it contains, and, among other changes, has been updated to meet the requirements of the New York Stock Exchange, Inc. on which the Company has listed its common stock. A copy of the Code is available upon written request as provided in the Company’s most recently filed Form 10-K and is filed as Exhibit 14 to this Form 8-K.
Item 7.01 Press Release Issued By the Company
On June 27, 2006, the Company issued a press release announcing the pricing of the initial public offering of its Common Stock. The Company is furnishing a copy of the press release hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| | 10.1 | Amendment No. 4 dated June 26, 2006 to the Amended and Restated Loan and Security Agreement dated December 23, 2004 among Operating and certain of Operating’s direct and indirect subsidiaries, as borrowers, the Company and J. Crew International, Inc., as guarantors, Wachovia Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto. |
| | 14 | J. Crew Group, Inc. Code of Business Conduct and Ethics. |
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| | 99.1 | Press Release issued by J. Crew Group, Inc. on June 27, 2006. |
Certain statements herein are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the current expectations or beliefs of the Company concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the strength of the economy, changes in the overall level of consumer spending or preferences in apparel, the performance of the Company’s products within the prevailing retail environment, trade restrictions, political or financial instability in countries where the Company’s goods are manufactured, postal rate increases, paper and printing costs, availability of suitable store locations at appropriate terms and other factors which are set forth in The Company’s Form 10-K and in all filings with the Securities and Exchange Commission made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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J. CREW GROUP, INC. |
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| By: | | /S/ JAMES S. SCULLY |
| Name: | | James S. Scully |
| Title: | | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| 10.1 | Amendment No. 4 dated June 26, 2006 to the Amended and Restated Loan and Security Agreement dated December 23, 2004 among J.Crew Operating Corp. and certain of its direct and indirect subsidiaries, as borrowers, J. Crew Group, Inc. and J. Crew International, Inc., as guarantors, Wachovia Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto. |
| 14. | J. Crew Group, Inc. Code of Business Conduct and Ethics. |
| 99.1 | Press Release issued by J. Crew Group, Inc. on June 27, 2006. |
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