TLB Talbots (The)

 

 

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) April 6, 2010

THE TALBOTS, INC.

 

(Exact Name of Registrant as Specified in Charter)

Delaware		1-12552		41-1111318
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

One Talbots Drive, Hingham, Massachusetts		02043
(Address of principal executive offices)		(Zip Code)

Registrant’s 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		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))

 

 

TABLE OF CONTENTS

Item 1.01 Entry Into a Material Definitive Agreement.

Second Amendment to Agreement and Plan of Merger

     On April 6, 2010, The Talbots, Inc. (“Talbots”), Tailor Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Talbots (“Merger Sub”), and BPW Acquisition Corp. (“BPW”) entered into the Second Amendment to Agreement and Plan of Merger (the “Second Amendment”), amending the Agreement and Plan of Merger, dated as of December 8, 2009, by and among Talbots, BPW and Merger Sub, as previously amended by the First Amendment to Agreement and Plan of Merger, dated as of February 16, 2010 (as amended, the “Merger Agreement”).

     The Second Amendment provides that immediately following Merger Sub’s merger with and into BPW (the “Merger”) pursuant to and subject to the terms of the Merger Agreement, with BPW becoming a wholly-owned subsidiary (the “Surviving Corporation”) of Talbots, Talbots will merge the Surviving Corporation with and into Talbots pursuant to Section 253 of the Delaware General Corporation Law, with Talbots continuing as the surviving corporation.

     A copy of the Second Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 8.01 Other Events.

     On April 6, 2010, BPW filed a definitive proxy statement with the Securities and Exchange Commission in connection with launching its consent solicitation to amend the existing warrant agreement relating to warrants to purchase shares of BPW common stock (“BPW warrants”).

     The amendment to the existing warrant agreement will require the consent of (i) holders of record of BPW warrants as of 5:00 p.m. EDT on March 17, 2010 exercisable for a majority of the shares of BPW common stock issuable on exercise of all outstanding BPW warrants and (ii) holders of record of BPW warrants as of the record date exercisable for a majority of the shares of BPW common stock issuable on exercise of all outstanding BPW warrants issued in BPW’s initial public offering.

     If the amendment to the existing warrant agreement becomes effective, holders of BPW warrants will not be able to exercise their BPW warrants for up to one year from the date of the completion of BPW’s initial business combination, whether such initial business combination is the Merger or a different qualifying transaction (unless, in the case of BPW warrants other than BPW warrants issued to BPW’s sponsors prior to BPW’s initial public offering, the board of directors of BPW (or the board of directors of Talbots if the Merger has been completed) at such time determines, in its sole discretion, to accelerate the exercisability of such BPW warrants). In addition, the amendment to the existing warrant agreement will provide that the BPW warrants will no longer be entitled to the benefit of anti-dilution protections and other provisions in the existing warrant agreement that will be removed or modified. For example, the amendment to the existing warrant agreement will provide that in the event of a stock split with respect to BPW common stock (or Talbots common stock if the Merger has been completed), the terms of the BPW warrants will provide for no corresponding increase to the number of shares of BPW common stock or Talbots common stock, as applicable, issuable on exercise of BPW warrants and corresponding decrease of the exercise price. In addition, if the amendment to the existing warrant agreement is approved, upon the occurrence of certain future events (other than BPW’s initial business combination), including without limitation certain reclassifications, reorganizations, mergers or consolidations involving BPW (or Talbots if the Merger has been completed), or upon a dissolution of BPW (or Talbots if the Merger has been completed) following certain asset sales or transfers involving BPW (or Talbots if the Merger has been completed), the board of directors of BPW (or the board of directors of Talbots if the Merger has been completed), at such time will have the option to cancel each BPW warrant in exchange for the right to receive a cash payment equal to the excess, if any, of the fair market value (as determined by the board of directors of BPW or Talbots, as applicable, at such time, acting in good faith and its sole discretion) of the consideration that the holder of such BPW warrant would have received if such holder had exercised such BPW warrant immediately prior to such event, over the exercise price then applicable to such BPW warrant.

     The consent solicitation is scheduled to expire at 5:00 p.m., New York City time on April 8, 2010, unless extended by BPW.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1

Second Amendment to Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp.

********************************

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 BPW’s 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 BPW’s 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:

	•		Talbots’ and BPW’s ability to satisfy the conditions to consummation of the contemplated transactions;
	•		BPW’s and Talbots’ ability to obtain the necessary participation of BPW warrant holders in the exchange of BPW warrants for Talbots stock or warrants;
	•		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;
	•		the availability of proceeds of the BPW trust account following any exercise by stockholders of their conversion rights and the incurrence of transaction expenses;
	•		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;
	•		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;
	•		any lack of sufficiency of available cash flows and other internal cash resources to satisfy all future operating needs and other Talbots cash requirements;
	•		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;
	•		risk of any default under Talbots’ Aeon credit facilities;
	•		Talbots’ ability to achieve its 2009 financial plan for operating results, working capital, liquidity and cash flows;

	•		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;
	•		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;
	•		risks and uncertainties in connection with any need to source merchandise from alternate vendors;
	•		any disruption in Talbots’ supply of merchandise;
	•		Talbots’ ability to successfully execute, fund, and achieve supply chain initiatives, anticipated lower inventory levels, cost reductions, and other initiatives;
	•		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;
	•		Talbots’ ability to accurately estimate and forecast future regular-price and markdown selling, operating cash flows and other future financial results and financial position;
	•		the success and customer acceptance of Talbots merchandise offerings;
	•		future store closings and success of and necessary funding for closing underperforming stores;
	•		risk of impairment of goodwill and other intangible and long-lived assets; and
	•		the risk of continued compliance with NYSE continued listing conditions.

      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 BPW’s periodic reports filed with the Securities and Exchange Commission could materially and adversely affect Talbots’ and/or BPW’s continuing operations and Talbots’ and/or BPW’s 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 or a solicitation of any vote, consent or approval. 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 regarding the proposed merger transaction has been mailed to stockholders of Talbots and BPW. Talbots has also filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 containing a Prospectus/Offer to Exchange and other documents, as required, in connection with the warrant exchange offer. 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 Prospectus/Proxy Statement/Information 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 Statements, the final Prospectus/Proxy Statement/Information 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 Statements, the final Prospectus/Proxy Statement/Information Statement, the Prospectus/Offer to Exchange, and any amendments or supplements thereto 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 Doug McGovern at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by telephone at (212) 287-3200.

     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. The warrant exchange offer is scheduled to expire at 6:00 p.m., New York City time, on April 6, 2010,

unless further 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.

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.

		THE TALBOTS, INC.
Dated: April 6, 2010		By: Name:		/s/ Richard T. O’Connell, Jr.   Richard T. O’Connell, Jr.
		Title:		Executive Vice President, Real Estate, Legal, Store Planning & Design and Construction, and Secretary

EXHIBIT INDEX

2.1

Second Amendment to Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp.

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