- Amended Statement of Ownership (SC 13G/A)
February 12 2010 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
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|
Under
the Securities Exchange Act of 1934
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(Amendment
No. 15)
1
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THE
TALBOTS, INC.
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(Name
of Issuer)
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Common
Stock, par value $0.01 per share
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(Title
of Class of Securities)
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874161-10-2
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(CUSIP
Number)
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|
December
31, 2009
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(Date
of Event which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
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¨
Rule
13d-1(b)
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¨
Rule
13d-1(c)
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ý
Rule
13d-1(d)
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1. The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13G
CUSIP
No. 874161-10-2
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1.
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Name
of Reporting Persons
I.R.S.
Identification No. of Above Persons (Entities Only)
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AEON
(U.S.A.), INC.
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2.
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Check
the Appropriate Box If A Member of A Group
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(a)
¨
(b)
¨
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3.
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SEC
Use Only
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4.
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Citizenship
of Place of Organization
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DELAWARE
1
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Number
of Shares
Beneficially
Owned
By
Each
Reporting
Person
With
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5.
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Sole
Voting Power
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29,921,829
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6.
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Shared
Voting Power
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0
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7.
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Sole
Dispositive Power
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29,921,829
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned By Each Reporting Person
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29,921,829
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10.
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Check
If The Aggregate Amount In Row (9) Excludes Certain Shares
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¨
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11.
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Percent
of Class Represented By Amount in Row (9)
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54.4%
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12.
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Type
of Reporting Person
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CO
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1.
AEON (U.S.A.), Inc. is a wholly owned subsidiary of AEON Co., Ltd., a Japanese
retail company.
Item
1(a).
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Name
of Issuer:
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The
Talbots, Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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One
Talbots Drive
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Hingham,
Massachusetts 02043
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Item
2(a).
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Name
of Person Filing:
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AEON
(U.S.A.), Inc.
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Item
2(b).
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Address
of Principal Business Office, or if none, Residence:
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450
Seventh Avenue, 42
nd
Floor
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New
York, New York 10123
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Item
2(c).
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Citizenship:
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Delaware
corporation
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.01 per share
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Item
2(e).
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CUSIP
Number:
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874161-10-2
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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Not
applicable.
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(a)
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£
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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£
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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£
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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£
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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£
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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£
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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£
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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£
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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£
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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£
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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29,921,829
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AEON
(U.S.A.), Inc. is a wholly owned subsidiary of AEON Co., Ltd., a Japanese
retail company. As such, AEON Co., Ltd. may be deemed the
indirect beneficial owner of the shares of Common Stock, par value $0.01
per share, of The Talbots, Inc. that are owned by AEON (U.S.A.),
Inc.
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(b)
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Percent
of class:
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54.4%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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|
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29,921,829
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(ii)
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Shared
power to vote or to direct the vote
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Not
applicable.
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(iii)
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Sole
power to dispose or to direct the disposition of
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29,921,829
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(iv)
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Shared
power to dispose or to direct the disposition of
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|
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Not
applicable.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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AEON
(U.S.A.), Inc. is a wholly owned subsidiary of AEON Co., Ltd., a Japanese
retail company.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certification.
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Not
applicable.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 12, 2010
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AEON
(U.S.A.), INC.
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By:
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/s/
Isao T. Tsuruta
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Name:
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Isao.
T. Tsuruta
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Title:
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Executive
and Vice President and General
Manager
|
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