Attached files
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| EX-99.1 - THE TALBOTS, INC. PRESENTATION SLIDES - TALBOTS INC | ex99_1.htm |
UNITED
STATES
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
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Date
of Report (Date of earliest event
reported)
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January
12, 2010
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THE
TALBOTS, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-12552
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41-1111318
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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One
Talbots Drive, Hingham, Massachusetts
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02043
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code
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(781)
749-7600
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
x Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Section
7 – Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
A copy of investor presentation slides
to be used by The Talbots, Inc. (the “Company”) in investor roadshow
presentations commencing January 12, 2010 is attached as Exhibit 99.1 to this
Current Report on Form 8-K. These investor presentation slides are
also available on the Company’s website under “Investor Relations” at
www.thetalbotsinc.com.
Outlook provided in the investor
presentation for the fourth quarter of fiscal 2009 is intended solely as a
restatement of the public outlook provided by the Company on December 8, 2009 as
part of its third quarter earnings release and conference call. The reference to
fourth quarter outlook does not, and is not intended to, either re-confirm or
update in any manner that December 8, 2009 publicly provided outlook and does
not, and is not intended to, reflect any financial or operating results of the
Company or future expectations of the Company for any period following December
8, 2009. Such prior outlook is subject to the Company’s forward looking
statement accompanying its December 8, 2009 earnings release, which is available
on the Company’s website under “Investor Relations” at www.thetalbotsinc.com,
and is not a guarantee of future performance.
Non-GAAP
Financial Measures:
To
supplement the Company’s financial results presented in accordance with U.S.
Generally Accepted Accounting Principles (“GAAP”), the Company uses, and has
also included in the attached presentation slides, certain non-GAAP financial
measures. These non-GAAP financial measures should not be considered in
isolation, or as a substitute for, or superior to, financial measures calculated
in accordance with GAAP. These non-GAAP financial measures as disclosed by the
Company may also be calculated differently from similar measures disclosed by
other companies. To ease the use and understanding of our supplemental non-GAAP
financial measures, the Company includes the most directly comparable GAAP
financial measure.
In
addition to earnings per share and pre-tax operating profit from continuing
operations for the referenced periods in fiscal 2008 and fiscal 2009, which
exclude restructuring and impairment charges, the Company provides certain
fourth fiscal quarter 2009 outlook which excludes potential restructuring, asset
impairment charges as well as any other potential special items. The Company is
not able to reasonably calculate any such potential exclusions at this
time.
Management
uses these financial measures, together with GAAP results, in preparing certain
internal budgets and operating plans, evaluating actual performance, assessing
historical performance over reporting periods, assessing management performance,
and assessing operating performance against other companies. This information
may also aid investors in further understanding and evaluating the Company’s
period to period operating performance and financial results. Material
limitations of these financial measures are: (i) such measures do not reflect
actual GAAP amounts, (ii) charges related to restructuring include in part
actual cash outlays and are not solely non-cash accounting charges, and (iii)
impairment charges reflect an actual decrease in the carrying value of one or
more assets based on current estimates of the fair value of those assets and may
be material items to an investor’s understanding of the Company’s financial
position. Management compensates for these limitations by clarifying that these
measures are only one operating metric used for internal financial analysis and
planning purposes and should not be considered in isolation, and by providing
the directly comparable GAAP financial measure.
Section
8 – Other Events
Item
8.01 – Other Events.
Commencing
January 12, 2010, representatives of the Company will participate in a series of
investor roadshow presentations in connection with the previously announced
merger of the Company acquisition subsidiary with and into BPW Acquisition Corp.
and related transactions. A copy of investor presentation slides to be used in
the investor roadshow presentations is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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The
Talbots, Inc. Presentation Slides.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
TALBOTS, INC.
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Dated:
January 12, 2010
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By:
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/s/
Richard T. O’Connell,
Jr.
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Name:
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Richard
T. O’Connell, Jr.
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Title:
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Executive Vice President,
Real
Estate,
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Legal,
Store Planning & Design and
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Construction
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