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): February 3, 2003
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 10003
Telephone: (212) 209-2500
Item 5. Other Events.
On February 3, 2003, J.Crew Group, Inc. (the "Company"), TPG Partners
II, L.P. and Emily Woods entered into a Letter Agreement (the "Letter
Agreement") that amended the Stockholders' Agreement among the Company, TPG
Partners II, L.P. and Emily Woods, dated October 17, 1997 (as amended by the
Letter Agreement between the Company, TPG Partners II, L.P. and Emily Woods,
dated June 11, 1998). A copy of the Letter Agreement is attached hereto as
Exhibit 4.1.
On February 4, 2003, the Company, J.Crew Operating Corp. ("Operating")
and certain subsidiaries thereof, and TPG-MD Investment, LLC entered into a
Credit Agreement (the "Credit Agreement") pursuant to which TPG -MD Investment,
LLC will provide a $20.0 million subordinated loan to Operating. The loan will
be guaranteed by certain subsidiaries of Operating and may be exchanged into
shares of common stock of the Company. A copy of the Credit Agreement is
attached hereto as Exhibit 10.1.
Item 7. Exhibits.
4.1 Letter Agreement, dated February 3, 2003, between, J. Crew
Group, Inc., TPG Partners II, L.P., and Emily Woods.
10.1 Credit Agreement, dated as of February 4, 2003, between J. Crew
Group, Inc, J. Crew Operating Corp. and certain subsidiaries
thereof, and TPG-MD Investment, LLC.
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.
By /s/ Scott M. Rosen
-----------------------------------
Name: Scott M. Rosen
Title: Executive Vice-President
and Chief Financial Officer
Date: February 7, 2003
2
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Letter Agreement, dated February 3, 2003, between, J. Crew
Group, Inc., TPG Partners II, L.P., and Emily Woods.
10.1 Credit Agreement, dated as of February 4, 2003, between J. Crew
Group, Inc, J. Crew Operating Corp., and certain subsidiaries
thereof, and TPG-MD Investment, LLC.
3