- Current report filing (8-K)
March 09 2010 - 8:36AM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported)
March 6, 2010
THE TALBOTS, INC.
(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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Registrants telephone number, including area code
(781) 749-7600
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):
þ
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2010, a Stipulation (the Stipulation) entered into by The Talbots, Inc. (Talbots or
the Company), the Companys board of directors; AEON (U.S.A.), Inc.; BPW Acquisition Corp.
(BPW); Perella Weinberg Partners LP, a financial advisor to the audit committee of the board of
directors of the Company and an affiliate of Perella Weinberg Partners Acquisition LP, one of the
sponsors of BPW; the Vice Chairman, Chief Executive Officer, and Senior Vice President of BPW and
John C. Campbell (Plaintiff) was filed in the Court of Chancery of the State of Delaware (the
Chancery Court) with respect to the previously disclosed putative class and derivative action
captioned
Campbell v. The Talbots, Inc., et al.,
C.A. No. 5199-VCS.
Pursuant to the Stipulation, Plaintiff has withdrawn its motion for a preliminary injunction to
enjoin consummation of the proposed merger and related transactions between the Company and BPW.
In exchange, the Company has agreed to implement and maintain certain corporate governance
measures, subject to the terms and conditions specified in the Stipulation. The Stipulation does
not constitute dismissal, settlement or withdrawal of Plaintiffs claims in the litigation and
there is no assurance the parties will finally settle and discharge such claims.
The foregoing summary does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Stipulation, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Stipulation, dated March 6, 2010.
Cautionary Statement and Certain Risk Factors to Consider
In addition to the information set forth in this
Form 8-K
, you should carefully consider the
risk factors and risks and uncertainties included in each of Talbots and BPWs Annual Report on
Form 10-K and Quarterly Reports on
Form 10-Q
, as well as in this
Form 8-K
below.
This
Form 8-K
contains forward-looking information. These statements may be identified by such
forward-looking terminology as expect, achieve, plan, look, believe, anticipate,
outlook, will, would, should, potential, or similar statements or variations of such
terms. All of the information concerning Talbots or BPWs outlook, future liquidity, future
financial performance and results, future credit facilities and availability, future cash flows and
cash needs, and other future financial performance or financial position, as well as assumptions
underlying such information, constitute forward-looking information. Forward looking statements are
based on a series of expectations, assumptions, estimates and projections about BPW and/or Talbots,
are not guarantees of future results or performance, and involve substantial risks and uncertainty,
including assumptions and projections concerning liquidity, internal plans, regular-price and
markdown selling, operating cash flows, and credit availability for all forward periods. Business
and forward-looking statements involve substantial known and unknown risks and uncertainties,
including the following risks and uncertainties:
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Talbots and BPWs ability to satisfy the conditions to consummation of the contemplated
transactions;
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BPWs and Talbots ability to obtain the necessary participation of BPW warrant holders
in the exchange of BPW warrants for Talbots stock or warrants;
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Talbots ability to satisfy the conditions to the $200 million credit commitment
provided by GE or, failing that, to obtain sufficient alternative financing on a timely
basis;
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the availability of proceeds of the BPW trust account following any exercise by
stockholders of their conversion rights and the incurrence of transaction expenses;
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the continuing material impact of the deterioration in the U.S. economic environment
over the past two years on Talbots business, continuing operations, liquidity, financing
plans, and financial results, including substantial negative impact on consumer
discretionary spending and consumer confidence, substantial loss of household wealth and
savings, the disruption and significant tightening in the U.S. credit and lending markets,
and potential long-term unemployment levels;
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Talbots level of indebtedness and its ability to refinance or otherwise address its
short-term debt maturities, including all Aeon short-term indebtedness due April 16, 2010,
on the terms or in amounts needed to satisfy maturities and to address its longer-term
liquidity and cash needs, as well as its working capital, strategic initiatives and other
cash requirements;
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any lack of sufficiency of available cash flows and other internal cash resources to
satisfy all future operating needs and other Talbots cash requirements;
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satisfaction of all borrowing conditions under all Aeon credit facilities including no
events of default, accuracy of all representations and warranties, solvency conditions,
absence of material adverse effect or change, and all other borrowing conditions;
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risk of any default under Talbots Aeon credit facilities;
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Talbots ability to achieve its 2009 financial plan for operating results, working
capital, liquidity and cash flows;
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risks associated with Talbots appointment of and transition to a new exclusive global
merchandise buying agent and that the anticipated benefits and cost savings from this
arrangement may not be realized or may take longer to realize than expected, and risk that
upon any cessation of the relationship for any reason Talbots would be able to
successfully transition to an internal or other external sourcing function;
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Talbots ability to continue to purchase merchandise on open account purchase terms at
existing or future expected levels and with extended payment of accounts payable and risk
that suppliers could require earlier or immediate payment or other security due to any
payment concern or timing;
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risks and uncertainties in connection with any need to source merchandise from
alternate vendors;
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any disruption in Talbots supply of merchandise;
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Talbots ability to successfully execute, fund, and achieve supply chain initiatives,
anticipated lower inventory levels, cost reductions, and other initiatives;
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the risk that anticipated benefits from the sale of the J. Jill brand business may not
be realized or may take longer to realize than expected and the risk that estimated or
anticipated costs, charges and liabilities to settle and complete the transition and exit
from and disposal of the J. Jill brand business, including both retained obligations and
contingent risk for assigned obligations, may materially differ from or be materially
greater than anticipated;
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Talbots ability to accurately estimate and forecast future regular-price and markdown
selling, operating cash flows and other future financial results and financial position;
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the success and customer acceptance of Talbots merchandise offerings;
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future store closings and success of and necessary funding for closing underperforming
stores;
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risk of impairment of goodwill and other intangible and long-lived assets; and
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the risk of continued compliance with NYSE continued listing conditions.
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All of the forward-looking statements are as of the date of this Form 8-K only. In each case,
actual results may differ materially from such forward-looking information. Neither Talbots nor BPW
can give any assurance that such expectations or forward-looking statements will prove to be
correct. An occurrence of
or any material adverse change in one or more of the risk factors or
risks and uncertainties referred to in this Form 8-K or included in Talbots and/or BPWs periodic
reports filed with the Securities and Exchange Commission could materially and adversely affect
Talbots and/or BPWs continuing operations and Talbots and/or BPWs future financial results, cash
flows, prospects, and liquidity. Except as required by law, neither Talbots nor BPW undertakes or
plans to update or revise any such forward-looking statements to reflect actual results, changes in
plans, assumptions, estimates or projections, or other circumstances affecting such forward-looking
statements occurring after the date of this Form 8-K, even if such results, changes or
circumstances make it clear that any forward-looking information will not be realized. Any public
statements or disclosures by Talbots and BPW following this Form 8-K which modify or impact any of
the forward-looking statements contained in this Form 8-K will be deemed to modify or supersede
such statements in this Form 8-K.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities. Talbots has filed with the SEC, and the SEC has declared effective, a Registration
Statement on Form S-4 containing a prospectus/proxy statement/information statement regarding the
proposed merger transaction between Talbots and BPW. The final prospectus/proxy
statement/information statement and a supplement thereto regarding the proposed merger transaction
have been mailed to stockholders of Talbots and BPW. In connection with the exchange offer,
Talbots has filed with the SEC, a tender offer statement, a Registration Statement on Form S-4
including a prospectus/offer to exchange, and other related documentation. The prospectus/offer to
exchange and related offer documents have been mailed to warrantholders of BPW.
Investors and
security holders are urged to read the final prospectus/proxy statement/information statement, the
supplement, the tender offer statement, the prospectus/offer to exchange, any amendments or
supplements thereto and any other relevant documents filed with the SEC when available carefully
because they contain important information.
Investors and security holders will be able to obtain
free copies of the Registration Statement, the final prospectus/proxy statement/information
statement, the supplement, the tender offer statement, the prospectus/offer to exchange, any
amendments or supplements thereto and other documents filed with the SEC by Talbots and BPW through
the web site maintained by the SEC at
www.sec.gov
. In addition, investors and security
holders will be able to obtain free copies of the Registration Statement, the final
prospectus/proxy
statement/information statement, the supplement, the tender offer statement, the prospectus/offer
to exchange and any amendments or supplements thereto and other related documents filed by Talbots
with the SEC when they become available from Talbots by requesting them in writing at Investor
Relations Department, One Talbots Drive, Hingham, MA 02043, or by telephone at (781) 741-4500. The
documents filed by BPW may also be obtained by requesting them in writing to BPW at BPW Acquisition
Corp., Arjay (Richard) Jensen, SVP at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY
10153, or by telephone at (212) 287-3310.
The offer by Talbots to exchange all warrants exercisable for shares of BPW common stock for shares
of Talbots common stock and warrants exercisable for shares of Talbots common stock, subject to the
election and proration procedures set forth in the prospectus/offer to exchange, will only be made
pursuant to such prospectus/offer to exchange, the letter of election and transmittal and other
offer documents initially filed with the SEC on March 1, 2010, as amended or supplemented. Talbots
may not complete the exchange offer until the Registration Statement on Form S-4 of which the
prospectus/offer to exchange forms a part is declared effective by the SEC.
The warrant exchange
offer is scheduled to expire at 12:00 midnight New York City time at the end of March 26, 2010,
unless extended
. If the offer is extended, Talbots will notify the exchange agent for the offer and
issue a press release announcing the extension on or before 9:00 a.m. New York City time on the
first business day following the date the exchange offer was scheduled to expire.
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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: March 9, 2010
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By:
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/s/ Richard T. OConnell, Jr.
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Name:
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Richard T. OConnell, Jr.
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Title:
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Executive Vice President, Real
Estate, Legal, Store
Planning & Design and
Construction, and
Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Stipulation, dated March 6, 2010.
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