SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 6, 2001
THE J. JILL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) | 0-22480 (Commission File Number) | 04-2973769 (IRS Employer Identification No.) | ||
4 Batterymarch Park, Quincy, MA (Address of Principal Executive Offices) | 02169-7468 (Zip Code) | |||
Registrant's telephone number, including area code: (617) 376-4300
On February 6, 2001, The J. Jill Group, Inc. (the "Company") issued and sold an aggregate of 1,710,000 restricted shares of its common stock (the "Restricted Shares") to institutional investors at $18.00 per share for gross proceeds of $30,780,000 pursuant to several stock purchase agreements (each individually a "Stock Purchase Agreement" and collectively the "Stock Purchase Agreements") between the Company and the investors (each an "Investor") listed in the table below. Each such stock purchase agreement was (i) substantially identical to the form of stock purchase agreement attached as an exhibit hereto, (ii) between the Company and a single Investor, and (iii) for the sale to such Investor of the number of shares set forth opposite the name of such Investor in the column entitled "Shares" in the table below. The Company previously announced the execution and delivery of the Stock Purchase Agreements on January 31, 2001 in a press release, which is attached as an exhibit hereto and incorporated herein by reference. The Company paid a fee of 6.0% of the gross proceeds from the sale of Restricted Shares to U.S. Bancorp Piper Jaffray Inc., the Company's placement agent for the sale of the Restricted Shares.
| Investor | Shares | |
|---|---|---|
| AIM Small Cap Growth Fund | 175,000 | |
| Bricoleur Partners, L.P. | 36,000 | |
| Bricoleur Partners II, L.P. | 31,000 | |
| Bricoleur Offshore, Ltd. | 33,000 | |
| Fidelity Advisor Series I: Fidelity Advisor Value Strategies Fund | 200,000 | |
| Variable Insurance Products Fund III: Aggressive Growth Portfolio | 500 | |
| Fidelity Advisor Series I: Fidelity Advisor TechnoQuant Growth Fund | 24,800 | |
| Fidelity Capital Trust: Fidelity TechnoQuant Growth Fund | 37,200 | |
| Fidelity Securities Fund: Fidelity Advisor Aggressive Growth Fund | 9,500 | |
| Fidelity Commonwealth Trust: Fidelity Small Cap Retirement Fund | 2,700 | |
| Fidelity Small Cap America Fund | 97,300 | |
| Fidelity Capital Trust: Fidelity Small Cap Selector | 138,000 | |
| Neuberger Berman Millennium Fund | 66,900 | |
| Nationwide Select Advisors Small Cap Growth Fund | 11,200 | |
| Principal Investors Fund, Inc.—Partners SmallCap Growth Fund I | 1,900 | |
| Pequot Scout Fund, L.P. | 100,000 | |
| Pequot Navigator Offshore Fund, Inc. | 50,000 | |
| PIMCO Opportunity Fund | 200,000 | |
| Putnam Investment Funds—Putnam Small Cap Value Fund | 82,500 | |
| Putnam Variable Trust—Putnam VT Small Cap Value Fund | 22,500 | |
| Putnam Funds Trust—Putnam Equity Fund 2000 | 2,500 | |
| Putnam Funds Trust—Putnam Equity Fund 98 | 11,500 | |
| Putnam Investment Funds—Putnam Capital Opportunities Fund | 55,800 | |
| Putnam Capital Appreciation Fund | 70,100 | |
| Putnam Variable Trust—Putnam VT Capital Appreciation Fund | 100 | |
| Special Situations Cayman Fund, L.P. | 31,250 | |
| Special Situations Private Equity Fund, L.P. | 125,000 | |
| Special Situations Fund III, L.P. | 93,750 |
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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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.
| THE J. JILL GROUP, INC. | |||
Date: February 13, 2001 | By: | /s/ OLGA L. CONLEY Olga L. Conley Chief Financial Officer | |
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