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 7, 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
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(Incorporated in New York)
770 Broadway
New York, New York 10003
Telephone: (212) 209-2500
333-42423 J. CREW OPERATING CORP. 22-3540930
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(Incorporated in Delaware)
770 Broadway
New York, New York 10003
Telephone: (212) 209-2500
Item 5. Other Events.
On February 7, 2003, J. Crew Group (the "Company"), J. Crew Operating
Corp. and certain subsidiaries thereof, and Congress Financial Corporation, as
Agent and as Lender, entered into an Amendment No. 1 (the "Amendment No. 1") to
the Loan and Security Agreement, dated December 23, 2002, among Operating and
certain subsidiaries thereof, as Borrowers, the Company 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. A copy of the Amendment No. 1 is attached hereto as
Exhibit 10.1.
On February 12, 2003, Scott Gilbertson, the Company and the Company's
majority stockholder entered into a Stockholders' Agreement, a copy of which is
attached hereto as Exhibit 4.1.
Item 7. Exhibits.
4.1 Stockholders' Agreement, dated February 12, 2003, between Scott
Gilbertson, J. Crew Group, Inc. and TPG Partners II, L.P.
10.1 Amendment No. 1, dated February 7, 2003, to Loan and Security
Agreement between J. Crew Group, Inc., J. Crew Operating Corp.
and certain subsidiaries thereof, and Congress Financial
Corporation.
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
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Name: Scott M. Rosen
Title: Executive Vice-President
and Chief Financial Officer
Date: February 14, 2003
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EXHIBIT INDEX
Exhibit No. Description
4.1 Stockholders' Agreement, dated February 12, 2003, between Scott
Gilbertson, J. Crew Group, Inc. and TPG Partners II, L.P.
10.1 Amendment No. 1, dated February 7, 2003, to Loan and Security Agreement
between J. Crew Group, Inc., J. Crew Operating Corp. and certain
subsidiaries thereof, and Congress Financial Corporation.
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