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 6, 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 6, 2003, J. Crew Group, Inc. (the "Company") successfully
completed through J. Crew Intermediate LLC, its newly formed wholly-owned
subsidiary ("Intermediate"), an exchange offer and consent solicitation (the
"Exchange Offer") relating to the outstanding 13 1/8% Senior Discount Debentures
due 2008 ("Existing Debentures") issued by the Company for Intermediate's 16.0%
Senior Discount Contingent Principal Notes due 2008 ("New Notes"). Pursuant to
the terms of the Exchange Offer, Intermediate issued a total of $193,346,138 in
aggregate principal amount at maturity (not including contingent principal, if
any, or accreted interest thereon) of New Notes in exchange for a total of
$120,333,000 in aggregate principal amount of Existing Debentures tendered in
the Exchange Offer. The Indenture under which the New Notes were issued is filed
herewith as Exhibit 4.1. The Existing Debentures tendered in the Exchange Offer
will be held by Intermediate.
The New Notes were issued at a substantial discount from their principal
amount at maturity. Cash interest will not accrue on the New Notes until
November 15, 2005. In addition, on each May 15 from and after May 15, 2004 to
and including May 15, 2008, the accreted value or the principal amount at
maturity, as applicable, of the New Notes will be increased upon the achievement
by the Company of consolidated EBITDA in excess of $50.0 million for the
immediately preceding fiscal year by an amount equal to 10% of EBITDA in excess
of $50.0 million.
The New Notes were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), and may not
be resold without registration under the Act or except pursuant to an exemption
from the registration requirements thereof. Pursuant to the Registration Rights
Agreement filed herewith as Exhibit 4.2, the Company has agreed to exchange the
New Notes for notes that have been registered under the Act, or to register the
New Notes for resale, within 210 days of May 6, 2003.
In connection with the Exchange Offer, the Company also received valid
consents from a sufficient number of holders of the Existing Debentures to
permit an amendment to the indenture governing the Existing Debentures. This
amendment is reflected in the First Supplemental Indenture filed herewith as
Exhibit 4.3.
On May 6, 2003, the Company also paid accrued interest on the Existing
Debentures that were not tendered in the exchange offer, together with interest
thereon at a rate of 13 1/8% per annum from April 15, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
4.1 Indenture, dated as of May 6, 2003, between J. Crew Intermediate
LLC and U.S. Bank National Association, as trustee (relating to
the New Notes).
4.2 Registration Rights Agreement, dated as of May 6, 2003, between
J. Crew Intermediate LLC and U.S. Bank National Association on
behalf of the Holders (as defined therein).
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4.3 First Supplemental Indenture, dated as of May 6, 2003, between
J. Crew Intermediate LLC and U.S. Bank National Association, as
successor trustee to State Street Bank and Trust Company
(relating to the Existing Debentures).
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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 8, 2003
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EXHIBIT INDEX
Exhibit Number Description of Document
- -------------- ---------------------------------------------------------------
4.1 Indenture, dated as of May 6, 2003, between J. Crew
Intermediate LLC and U.S. Bank National Association, as trustee
(relating to the New Notes).
4.2 Registration Rights Agreement, dated as of May 6, 2003, between
J. Crew Intermediate LLC and U.S. Bank National Association on
behalf of the Holders (as defined therein).
4.3 First Supplemental Indenture, dated as of May 6, 2003, between
J. Crew Intermediate LLC and U.S. Bank National Association, as
successor trustee to State Street Bank and Trust Company
(relating to the Existing Debentures).
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