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): May 2, 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 May 2, 2003, J. Crew Group, Inc. issued a press release announcing the completion of its offer to exchange new 16.0% Senior Discount Contingent Principal Notes due 2008 of J.Crew Intermediate LLC for all of its outstanding 13 1/8% Senior Discount Debentures due 2008. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Company on May 2, 2003. 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: May 2, 2003 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release issued by the Company on May 2, 2003.