SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
Date of Report (Date of earliest event reported): February 24, 2011
J.CREW GROUP, INC.
(Exact name of registrant as specified in its charter)
File Number: 001-32927
(State or other jurisdiction
New York, New York 10003
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||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
Item 8.01. Other Events.
As previously disclosed by J.Crew Group, Inc. (the Company), seven purported class action complaints were filed in the Supreme Court of the State of New York (the New York
Actions), in connection with the previously announced Agreement and Plan of Merger (as amended on January 18, 2011, the Merger Agreement), dated as of November 23, 2010, among the Company, Chinos Holdings,
Inc., a Delaware corporation (Parent), and Chinos Acquisition Corporation, a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Parent (each of Parent and Merger Sub are beneficially owned by
affiliates of TPG Capital, L.P. (TPG) and Leonard Green & Partners, L.P. (Leonard Green)). The Company also previously disclosed that on January 13, 2011, the court in the New York Actions ruled
that those cases will be stayed indefinitely in favor of shareholder litigation proceeding in Delaware. On February 17, 2011, the plaintiffs in the New York Actions presented to the Supreme Court of the State of New York an Order to Show Cause
seeking to vacate the stay of the New York Actions, consolidate all of the New York Actions, enjoin the shareholder vote to adopt the Merger Agreement scheduled for March 1, 2011, and direct a hearing on the plaintiffs claims. At a
hearing on February 24, 2011, the New York court denied the plaintiffs request to enjoin the shareholder vote, and denied the plaintiffs request to lift the stay of proceedings except to order the seven cases consolidated and
appoint the plaintiffs agreed-upon lead plaintiff structure. The cases otherwise remain stayed.
Certain statements herein are forward-looking statements. Such forward-looking statements reflect the Companys current expectations
or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the strength of
the economy, changes in the overall level of consumer spending or preferences in apparel, our ability to compete with other retailers, the parties ability to consummate the proposed transaction on the contemplated timeline, the performance of
the Companys products within the prevailing retail environment, our strategy and expansion plans, systems upgrades, reliance on key personnel, trade restrictions, political or financial instability in countries where the Companys goods
are manufactured, postal rate increases, paper and printing costs, availability of suitable store locations at appropriate terms and other factors which are set forth in the Companys Form 10-K and in all filings with the Securities and
Exchange Commission made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It:
In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission and mailed to its security holders a definitive proxy statement. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE DEFINITIVE PROXY STATEMENT, BECAUSE THESE MATERIALS CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed or furnished to the Securities and Exchange Commission by the Company at the Securities and
Exchange Commissions website at http://www.sec.gov or at the Companys website at http://www.jcrew.com and then clicking on the Investor Relations link and then the SEC Filings link. The definitive proxy statement
and other relevant materials may also be obtained for free from J.Crew Group, Inc. by directing such request to J.Crew Group, Inc., 770 Broadway, New York, New York 10003; or (212) 209-2500. The contents of the websites referenced above are not
deemed to be incorporated by reference into the definitive proxy statement.
Participants in Solicitation:
The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation
of proxies from its stockholders in connection with the proposed transaction. Information concerning the interests of the Companys participants in the solicitation is set forth in J.Crew Group, Inc.s proxy statements and Annual Reports
on Form 10-K, previously filed with the Securities and Exchange Commission, and in the definitive proxy statement relating to the proposed transaction. Each of these documents is available free of charge at the Securities and Exchange
Commissions website at www.sec.gov and from the Company at http://www.jcrew.com, and then clicking on the Investor Relations link and then the SEC Filings link or by directing such request to J.Crew Group, Inc., 770
Broadway, New York, New York 10003; or (212) 209-2500.
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.
|J.CREW GROUP, INC.|
Senior Vice President, General
Counsel and Secretary
Dated: February 25, 2011