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): December 23, 2002
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
333-42427 J. CREW GROUP, INC. 22-2894486
(Incorporated in New York)
770 Broadway
New York, New York 10003
Telephone: (212) 209-2500
333-42423 J. CREW OPERATING CORP. 22-3540930
(Incorporated in Delaware)
770 Broadway
New York, New York
Telephone: (212) 209-2500
Item 5. Other Events.
On December 23, 2002, J. Crew Group, Inc. (the "Company") and J. Crew Operating
Corp., a wholly owned subsidiary of the Company, completed a three-year
$180,000,000 secured credit facility, consisting of a $160 million revolving
credit and letter of credit facility and a $20 million supplemental loan
available on a seasonal basis. A copy of the Loan and Security Agreement is
attached hereto as Exhibit 10.1.
Item 7. Exhibits.
10.1 Loan Agreement dated as of December 23, 2002 among J. Crew Operating
Corp. and certain subsidiaries thereof, as Borrowers, J. Crew Group,
Inc. and certain subsidiaries thereof, as Guarantors, Wachovia Bank,
National Association, as Arranger, Congress Financial Corporation, as
Administrative Agent and Collateral Agent, and the Lenders thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
J. CREW GROUP, INC.
J. CREW OPERATING CORP.
By /s/ Scott M. Rosen
---------------------------------
Name: Scott M. Rosen
Title: Executive Vice-President
and Chief Financial Officer
Date: December 27, 2002
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Loan and Security Agreement dated December 23, 2002