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): October 12, 2005
Commission File Number |
Registrant, State of Incorporation Address and Telephone Number |
I.R.S. Employer Identification No. | ||
333-42427 | J. CREW GROUP, INC. (Incorporated in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500 |
22-2894486 | ||
333-42423 | J. CREW OPERATING CORP. (Incorporated in Delaware) 770 Broadway New York, New York 10003 Telephone: (212) 209-2500 |
22-3540930 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
¨ | 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)) |
Item 1.01. Entry into Material Definitive Agreements
On October 12, 2005, J. Crew Group, Inc., a Delaware corporation (Parent) entered into a joinder agreement (the Joinder Agreement) whereby Parent affirmed its obligations as a guarantor under the Amended and Restated Loan and Security Agreement, dated December 24, 2004 (the Revolving Credit Facility), by and among Wachovia Bank, National Association, as administrative agent and collateral agent, J. Crew Operating Corp. (Operating), J. Crew Group, Inc., a New York corporation (Old Parent), J. Crew Intermediate LLC (Intermediate), certain of their subsidiaries, Wachovia Bank, National Association, as administrative agent and collateral agent, and certain other lenders party thereto. Parent assumed the obligations of a guarantor under the Revolving Credit Facility as a result of the mergers of Parent with Old Parent and with Intermediate. The Joinder Agreement is attached as Exhibit 4.1 hereto.
On October 17, 2005, Parent, Operating, certain of their subsidiaries and U.S. Bank National Association, as trustee, entered into the First Supplemental Indenture, dated as of the same date (the First Supplemental Indenture) supplementing the Indenture dated as of March 18, 2005 providing for the issuance of Operatings 9 3/4% Senior Subordinated Notes due 2014 (the Notes). Pursuant to the terms of the First Supplemental Indenture, Parent assumed the obligation of Intermediate as a guarantor under the Indenture as a result of the merger of Parent with Intermediate. The First Supplemental Indenture is attached as Exhibit 4.2 hereto.
On October 17, 2005, Parent, Operating, certain of their subsidiaries and U.S. Bank National Association, as trustee and collateral agent, entered into the Second Supplemental Indenture, dated as of the same date (the Second Supplemental Indenture), supplementing the Indenture, as supplemented by the First Supplemental Indenture (the Indenture). Pursuant to the terms of the Second Supplemental Indenture, substantially all of the affirmative and negative covenants of the Indenture were eliminated along with the provision obligating Operating to make an offer to repurchase the Notes in the event of a change in control of Operating, the security and collateral provisions and certain events of default contained in the Indenture. The Second Supplemental Indenture also provided for the amendment and termination of the security agreement related to the Notes. The Second Supplemental Indenture will become effective as of the date of the acceptance for payment by the Company of the Notes that have been validly tendered (and not validly withdrawn) pursuant to its previously announced tender offer and consent solicitation regarding the Notes. The Second Supplemental Indenture is attached as Exhibit 4.3 hereto.
Item 8.01. Other Events
On October 17, 2005 Operating announced that pursuant to its previously announced tender offer and consent solicitation, holders of 100% of the outstanding principal amount of the Notes tendered their Notes and delivered consents to proposed Second Supplemental Indenture. A copy of Operatings October 17, 2005 news release making the announcement is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
2
Item 9.01 Financial Statements and Exhibits
(c)
4.1 | Joinder Agreement, dated October 12, 2005. | |
4.2 | First Supplemental Indenture, dated as of October 17, 2005. | |
10.2 | Second Supplemental Indenture, dated as of October 17, 2005. | |
99.1 | Press Release issued by J. Crew Operating Corp. on October 17, 2005, announcing that 100% of its outstanding 9 3/4% Senior Subordinated Notes due 2014 have been tendered. |
The information in this Current Report is being furnished under Items 1.01, 8.01 and 9.01 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
Certain statements herein are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the current expectations or beliefs of Parent and Operating (collectively, the Company) 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, the performance of the Companys products within the prevailing retail environment, 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 Annual Report on Form 10-K for the period ended January 31, 2005 (the 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.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
J. CREW GROUP, INC. | ||
J. CREW OPERATING CORP. | ||
By | /s/ James S. Scully | |
Name: | James S. Scully | |
Title: | Executive Vice-President and Chief Financial Officer |
Date: October 18, 2005
Exhibit 4.1
JOINDER AGREEMENT
October 12, 2005
Wachovia Bank, National Association, as Agent
1133 Avenue of the Americas
New York, New York 10036
Attn: Portfolio Manager
Re: J. Crew Group, Inc. et al.
Ladies and Gentlemen:
Wachovia Bank, National Association, successor by merger to Congress Financial Corporation, in its capacity as agent (in such capacity, Agent) pursuant to the Loan Agreement (as hereinafter defined), acting for and on behalf of the parties thereto as lenders (individually, each a Lender and collectively, Lenders), and the Lenders have entered into financing arrangements with J. Crew Operating Corp., a Delaware corporation (Operating), J. Crew Inc., a New Jersey corporation (J. Crew), Grace Holmes, Inc., a Delaware corporation doing business as J. Crew Retail (Retail), H.F.D. No. 55, Inc., a Delaware corporation doing business as J. Crew Factory (Factory, and together with J. Crew, Retail and Operating, each individually a Borrower and collectively, Borrowers), J. Crew Group, Inc., a New York corporation (Parent), J. Crew International, Inc. (JCI), and J. Crew Intermediate LLC, a Delaware limited liability company (Intermediate, and together with Parent and JCI, each individually a Guarantor and collectively, Guarantors), pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated December 24, 2004, by and among Agent, Lenders, Borrowers and Guarantors, as amended by Amendment No. 1 to Amended and Restated Loan and Security Agreement dated as of October 10, 2005 (as the same now exists or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the Loan Agreement, and together with the agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, including this Joinder Agreement, collectively, the Financing Agreements).
This Joinder Agreement is executed and delivered by J. Crew Group, Inc., a Delaware corporation (New Guarantor), in favor of Agent and each Lender.
1. Definitions. For purposes of this Joinder Agreement, all capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement, unless otherwise defined herein.
2. Assumption and Acknowledgment.
(a) Ratification and Assumption. New Guarantor as the surviving corporation of the respective Mergers hereby expressly assumes, ratifies, restates and confirms the Obligations
1
and the Financing Agreements to which Parent and Intermediate are parties or by which Parent or Intermediate or their respective properties are bound and New Guarantor confirms and ratifies its assumption of the Obligations and such Financing Agreements pursuant to the Mergers, the Merger Documents and by operation of law and its continuing liability in respect thereof as the surviving corporation of the Mergers. Without limiting the generality of the foregoing, (i) New Guarantor agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Parent and Intermediate and as applied to each of Parent and Intermediate with the same force and effect as if New Guarantor had originally executed and been an original Guarantor party signatory to the Loan Agreement and the other Financing Agreements and (ii) New Guarantor is deemed to make as of the date hereof, and is, in all respects, bound by, all representations, warranties and covenants made by a Guarantor set forth in the Loan Agreement or in any of the other Financing Agreements.
(b) Continuing Liability. New Guarantor, as the surviving corporation pursuant to the Mergers, shall continue to be directly and primarily liable in all respects for the Obligations of each of Parent and Intermediate arising prior to the date hereof.
(c) Continuation of Security Interests. Agent shall continue to have valid and perfected security interests, liens and rights in and to all of the Collateral owned and acquired by New Guarantor from Parent and Intermediate, as the surviving corporation of the Mergers, and all such Collateral, together with all assets and properties owned by New Guarantor after the Mergers of the types and categories constituting Collateral shall be deemed included in the Collateral and such security interests, liens and rights and their perfection and priorities have continued and shall continue in all respects in full force and effect. The security interests and liens of Agent in the Collateral so owned and acquired by New Guarantor shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interest on the Collateral to Agent by Parent and Intermediate under the Loan Agreement and the other Financing Agreements.
(d) No Adverse Effect on Rights of Agent or Lenders. Without limiting the generality of the foregoing, (i) none of the transactions contemplated by the Merger Documents shall in any way limit, impair or adversely affect the Obligations or any security interests or liens in any assets or properties securing the same, and (ii) the security interests, liens and rights of Agent in and to the assets and properties of New Guarantor, as the surviving corporation of the Mergers, have continued and upon and after the consummation of the Mergers shall continue to secure all Obligations of New Guarantor and the predecessor owners of such assets and properties, as the case may be, in addition to all other existing and future Obligations of New Guarantor.
3. Conditions Precedent. The joinder of New Guarantor provided for herein shall be effective as of the date hereof, but only upon the satisfaction of each of the following conditions precedent, in a manner reasonably satisfactory to Agent:
(a) Agent shall have received a counterpart of this Joinder Agreement, duly executed and delivered by New Guarantor and Borrower Agent; and
2
(b) Agent shall have received, in form and substance satisfactory to Agent, evidence that Agent will have a valid perfected first priority security interest in all of the Collateral of New Guarantor upon the filing of a UCC financing statement naming Agent, as secured party, and New Guarantor, as debtor.
4. Representations, Warranties and Covenants. New Guarantor hereby represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:
(a) the execution, delivery, and performance of this Joinder Agreement and any other Financing Agreements to which New Guarantor is party are within its corporate powers, and have been duly authorized by all necessary corporate action, and do not and will not (i) to the best of New Guarantors knowledge, violate any provision of federal, state, or local law or regulation, organizational documents of New Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on New Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of New Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of New Guarantor, any Borrower or any other Guarantor, other than the Permitted Liens, or (iv) require any approval of the holders of the Capital Stock of New Guarantor, or any approval or consent of any Person under any Material Contract of New Guarantor, other than those already obtained prior to the effective date hereof;
(b) this Joinder Agreement and the other agreements, documents and instruments to be executed and/or delivered by New Guarantor in connection herewith or related hereto and any and all other Financing Agreements to which New Guarantor is made party hereunder constitute its legal, valid, and binding obligations, enforceable against New Guarantor in accordance with their respective terms;
(c) each other representation and warranty applicable to New Guarantor as a Person comprising a Guarantor under the Financing Agreements is and will be true and correct as of the date hereof, excluding any representations and warranties which specifically relate to an earlier date.
5. Binding Effect. This Joinder Agreement is binding upon and enforceable against New Guarantor, Agent and Lenders and their successors and assigns and shall inure to the benefit of and may be enforced by Agent and Lenders and their respective successors and assigns.
6. Notices. Notices to New Guarantor shall be given in the manner set forth in the Loan Agreement.
7. Further Assurances. New Guarantor shall execute and deliver to Agent all agreements, documents and instruments that Agent may reasonably request, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected Agents security interests in and liens upon the Collateral and in order to fully consummate all of the transactions contemplated under this Joinder Agreement and the Financing Agreements.
3
8. Governing Law. The validity, interpretation and enforcement of this Joinder Agreement and any dispute relating thereto between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York, without regard to principles of conflicts of laws, but excluding any rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
9. Counterparts. This Joinder Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Joinder Agreement by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Joinder Agreement. Any party delivering an executed counterpart of this Joinder Agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Joinder Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement, as of the date first above written.
J. CREW GROUP, INC. | ||
By: | /s/ James S. Scully | |
James S. Scully, EVP & CFO |
ACKNOWLEDGED AND AGREED: | ||
J. CREW OPERATING CORP., | ||
By: | /s/ James S. Scully | |
James S. Scully, EVP & CFO | ||
WACHOVIA BANK, NATIONAL ASSOCIATION, | ||
By: | /s/ Jason Searle | |
Title: | Jason Searle, Associate |
5
Exhibit 4.2
EXECUTION
FIRST SUPPLEMENTAL INDENTURE
to
INDENTURE
Dated as of March 18, 2005
by and among
J. CREW GROUP, INC.
as New Guarantor
and
J. CREW OPERATING CORP.
as Issuer
and
GRACE HOLMES, INC. d/b/a J. CREW RETAIL, H.F.D. NO 55, INC. d/b/a
J. CREW FACTORY, J. CREW, INC., and J. CREW INTERNATIONAL,
INC.
as Holdover Guarantors
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of October 17, 2005
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of October 17, 2005, among J. CREW GROUP, INC., a corporation duly organized and existing under the laws of Delaware (the New Guarantor), J. CREW OPERATING CORP. (the Issuer), U.S. BANK NATIONAL ASSOCIATION (the Trustee), and GRACE HOLMES, INC. d/b/a J.CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC. and J. CREW INTERNATIONAL, INC., as guarantors (the Holdover Guarantors).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of March 18, 2005, providing for the issuance of 9 3/4% Senior Subordinated Notes due 2014 (the Notes) guaranteed by the Holdover Guarantors and J. CREW INTERMEDIATE LLC (the Predecessor Guarantor) pursuant to a note guarantee, dated as of March 18, 2005 (the Note Guarantee);
WHEREAS, the Predecessor Guarantor and the New Guarantor have entered into the Agreement of Merger dated October 11, 2005 (the Merger Agreement), and the New Guarantor has executed and filed in Delaware a certificate to cause the occurrence of the merger described in the Merger Agreement (the Merger). The effective date of the Merger was October 11, 2005 and by operation of the Merger (i) the Predecessor Guarantor was merged with and into the New Guarantor and (ii) the New Guarantor became responsible for and subject to all obligations and entitled to the rights of the Predecessor Guarantor under the Indenture and the Notes;
WHEREAS, the Merger is permitted under Section 12.03 of the Indenture and the New Guarantor has executed this First Supplemental Indenture to comply with the requirements of Section 12.03; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. ASSUMPTION OF GUARANTEE. The New Guarantor hereby expressly assumes all the obligations of the Predecessor Guarantor under the Indenture and the Note Guarantee endorsed by the Predecessor Guarantor upon the Notes and the due and punctual performance of all the covenants and conditions of the Indenture to be performed by the Predecessor Guarantor.
3. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth herein and in the Indenture, including but not limited to Article 12 thereof.
4. EFFECT OF THE SUPPLEMENTAL INDENTURE. This First Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. Except as expressly supplemented hereby, the Indenture, the Notes and the Note Guarantees issued thereunder shall continue in full force and effect.
5. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the New Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, any Note Guarantee, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor and the Issuer.
[Signature page follows]
3
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first stated above.
J. CREW GROUP, INC. | ||
as New Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
EVP & CFO | |
J. CREW OPERATING CORP. as Issuer | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
EVP & CFO | |
GRACE HOLMES, INC. d/b/a J. CREW RETAIL | ||
as Holdover Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
EVP & CFO | |
H.F.D. NO 55, INC. d/b/a J. CREW FACTORY | ||
as Holdover Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
EVP & CFO |
4
J. CREW, INC. | ||
as Holdover Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
EVP & CFO | |
J. CREW INTERNATIONAL, INC. as Holdover Guarantor | ||
By: |
/s/ Nicholas Lamberti | |
Name: |
Nicholas Lamberti | |
Title: |
VP | |
U.S. BANK NATIONAL ASSOCIATION as Trustee | ||
By: |
/s/ Philip G. Kane, Jr. | |
Name: |
Philip G. Kane, Jr. | |
Title: |
Vice President |
5
Exhibit 10.2
EXECUTION
SECOND SUPPLEMENTAL INDENTURE
to
INDENTURE
Dated as of March 18, 2005
by and among
J. CREW OPERATING CORP.
as Issuer
and
J. CREW GROUP, INC., GRACE HOLMES, INC. d/b/a J. CREW RETAIL,
H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC., and J.
CREW INTERNATIONAL, INC.
as Guarantors
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
and
U.S. BANK NATIONAL ASSOCIATION
as Collateral Agent
Dated as of October 17, 2005
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of October 17, 2005, by and among J. CREW OPERATING CORP., a corporation duly organized and existing under the laws of Delaware (the Company), having its principal business office at 770 Broadway, New York, New York 10003, J. CREW GROUP, INC., GRACE HOLMES, INC. d/b/a J. CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC., and J. CREW INTERNATIONAL, INC. (the Guarantors), U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as trustee (the Trustee) and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as collateral agent (the Collateral Agent), having a corporate trust office at Goodwin Square, 225 Asylum Street, Hartford, CT 06103.
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Trustee previously entered into an indenture, dated as of March 18, 2005, as supplemented by the First Supplemental Indenture, dated as of the date hereof (the Indenture), providing for the issuance of 9 3/4 % Senior Subordinated Notes Due 2014 (the Notes), capitalized terms used but not defined herein having the meanings assigned in the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that amendments and supplements to the Indenture and the Notes may be made and one or more amended or supplemental indentures entered into by the Company, the Guarantors and the Trustee with the consent of the holders of the Notes (the Holders) of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), except for certain specific events which require the consent of each Holder affected thereby;
WHEREAS, the Company, the Guarantors and the Trustee, as Collateral Agent, previously entered into a security agreement (the Security Agreement), dated November 21, 2004 securing the obligations of the Company and the Guarantors under the Indenture and the Notes;
WHEREAS, Section 9.3 of the Security Agreement provides that the Security Agreement or any provision thereof may be amended, terminated, discharged or modified by the Collateral Agent acting upon the instructions of the Required Holders (as such term is defined in the Security Agreement);
WHEREAS, the Company, the Guarantors, the Trustee, as Collateral Agent, and Congress Financial Corporation, as senior credit agent, previously entered into an Intercreditor Agreement (the Intercreditor Agreement), dated November 21, 2004 relating to the Security Agreement;
WHEREAS, the Company undertook an exchange offer and consent solicitation pursuant to the Companys Offer to Purchase for Cash Any and All Outstanding 9 3/4% Senior Subordinated Notes due 2014 (CUSIP No. 46612GAC1) and Solicitation of Consents to Amendments to the Related Indenture dated October 3, 2005 (the Exchange Offer), offering to exchange the Holders Notes for cash, and requesting, among other things, that the Holders give
their consent to implement the amendments to the Indenture, the amendments to the Security Agreement, including the release of the Collateral, and the termination of the Security Agreement, as set forth in this Second Supplemental Indenture (the Amendments);
WHEREAS, the Company has received through the Exchange Offer the valid consents of the Holders of at least a majority in principal amount of the Notes outstanding and the Required Holders consenting to the substance of the Amendments set forth in this Second Supplemental Indenture;
WHEREAS, all conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding, and legal instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;
WHEREAS, the Company has requested that the Trustee and the Collateral Agent execute and deliver this Second Supplemental Indenture; and
WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company, the Guarantors, the Trustee and the Collateral Agent hereby agree for the equal and ratable benefit of all Holders as follows:
ARTICLE 1
AMENDMENTS
Section | 1.01. Indenture Amendments. The Indenture is hereby amended as follows: |
(a) The table of contents of the Indenture is amended by:
(1) deleting or Purchased from the heading Selection of Notes to be Redeemed or Purchased in Section 3.02;
(2) deleting or Purchase from the heading Deposit of Redemption or Purchase Price in Section 3.05;
(3) deleting or Purchased from the heading Notes Redeemed or Purchased in Part in Section 3.06;
(4) replacing the heading Asset Sale in Section 3.09 with the heading [intentionally omitted];
(5) replacing the heading Maintenance of Office or Agency in Section 4.02 with the heading [intentionally omitted];
2
(6) replacing the heading Commission Reports in Section 4.03 with the heading [intentionally omitted];
(7) replacing the heading Compliance Certificate in Section 4.04 with the heading [intentionally omitted];
(8) replacing the heading Taxes in Section 4.05 with the heading [intentionally omitted];
(9) replacing the heading Stay, Extension and Usury Laws in Section 4.06 with the heading [intentionally omitted];
(10) replacing the heading Restricted Payments in Section 4.07 with the heading [intentionally omitted];
(11) replacing the heading Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries in Section 4.08 with the heading [intentionally omitted];
(12) replacing the heading Incurrence of Indebtedness and Issuance of Preferred Stock in Section 4.09 with the heading [intentionally omitted];
(13) replacing the heading Asset Sales in Section 4.10 with the heading [intentionally omitted];
(14) replacing the heading Transactions with Affiliates in Section 4.11 with the heading [intentionally omitted];
(15) replacing the heading Liens in Section 4.12 with the heading [intentionally omitted];
(16) replacing the heading Offer to Purchase Upon Change of Control in Section 4.13 with the heading [intentionally omitted];
(17) replacing the heading Corporate Existence in Section 4.14 with the heading [intentionally omitted];
(18) replacing the heading Business Activities in Section 4.15 with the heading [intentionally omitted];
(18) replacing the heading No Layering of Debt in Section 4.16 with the heading [intentionally omitted];
(18) replacing the heading Additional Note Guarantees in Section 4.17 with the heading [intentionally omitted];
(19) replacing the heading Merger, Consolidation of Sale of Assets in Section 5.01 with the heading [intentionally omitted];
3
(20) replacing the heading Security Documents in Section 11.01 with the heading [intentionally omitted];
(21) replacing the heading Release of Collateral in Section 11.02 with the heading [intentionally omitted];
(22) replacing the heading Certificates of the Trustee in Section 11.03 with the heading [intentionally omitted];
(23) replacing the heading Authorization of Actions to Be Taken by the Trustee Under the Security Documents in Section 11.04 with the heading [intentionally omitted];
(24) replacing the heading Authorization of Receipt of Funds by the Trustee Under the Security Documents in Section 11.05 with the heading [intentionally omitted];
(25) replacing the heading Termination of Security Interest in Section 11.06 with the heading [intentionally omitted]; and
(26) replacing the heading Designations in Section 11.08 with the heading [intentionally omitted].
(b) Section 1.01 of the Indenture is amended by:
(1) deleting the following definitions:
Acquired Debt
Additional Assets
Asset Sale
Attributable Debt
Change of Control
Collateral Permitted Liens
Consolidated Cash Flow
Consolidated Net Income
Consolidated Total Indebtedness to Consolidated Cash Flow Ratio
Designated Noncash Consideration
Discharge of First-Lien Obligations
First-Lien Obligations
Fixed Charge Coverage Ratio
Fixed Charges
Net Income
Net Proceeds
Other Second Lien Obligations
Permitted Investments
Permitted Refinancing Indebtedness
Purchase Money Note
Receivables Fees
4
Replacement Preferred Stock
Restricted Investment
Senior Discount Contingent Principal Notes
Tax Sharing Agreement
Total Indebtedness
Treasury Rate
Weighted Average Life to Maturity;
(2) inserting Amended and Restated before Loan and Security Agreement, in the definition of Congress Credit Facility;
(3) replacing 2002 with 2004 in the definition of Congress Credit Facility;
(4) inserting Wachovia Bank, National Association, as successor by merger to before Congress Financial Corporation in the definition of Congress Credit Facility;
(5) inserting Wachovia Bank, National Association, as successor by merger to before Congress Financial Corporation in the definition of Credit Agent;
(6) replacing and in the first parenthetical of the definition of Credit Facilities with ,;
(7) adding and the Goldman Credit Facility following the Black Canyon Credit Facility in the first parenthetical of the definition of Credit Facilities;
(8) inserting the following immediately before the definition of Default:
Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.;
(9) replacing (ii) any Capital Stock that would constitute Disqualified Stock solely as a result of any redemption feature that is conditioned upon, and subject to, compliance with Section 4.07 hereof shall not constitute Disqualified Stock and (iii) from the definition of Disqualified Stock with and (ii);
(10) deleting , that are excluded from the calculation set forth in clause (C) of Section 4.07 (a)(iv) hereof from the last sentence of the definition of Excluded Contributions;
(11) inserting the following immediately before the definition of Government Securities:
Goldman Credit Facility means that certain credit facility to be entered into by and among the Company, certain Affiliates thereof, Goldman Sachs Credit Partners L.P. and certain other financial institutions and parties to be named
5
therein, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, extended, modified, renewed, refunded, replaced or refinanced from time to time, whether or not by the same or any other agent, lender or group of lenders.
(12) deleting (i) from the definition of Intercreditor Agreement;
(13) inserting Wachovia Bank, National Association, as successor by merger to before Congress Financial Corporation in the definition of Intercreditor Agreement;
(14) deleting and (ii) any substantially identical agreement hereafter entered into pursuant to Section 11.07(c) from the definition of Intercreditor Agreement;
(15) deleting from If the Company or any through such third Person in an amount determined as provided in Section 4.07(d) hereof. (inclusive) from the definition of Investments;
(16) deleting subject to the provisions of Section 4.17, from the definition of Non-Guarantor Subsidiary;
(17) replacing (ii) in the second clause of the definition of Senior Debt with (ii) all Indebtedness of the Company or any Guarantor outstanding under the Goldman Credit Facility (including post-petition interest at the rate provided in the documentation with respect thereto, whether or not allowed as a claim in any bankruptcy proceeding) and all Hedging Obligations and Treasury Management Obligations with respect thereto; (iii);
(18) replacing (iii) in the third clause of the definition of Senior Debt with (iv);
(19) deleting except as permitted by Section 4.11 hereof, from the definition of Unrestricted Subsidiary; and
(20) deleting from , except in the case of clauses (iii) and (iv) through otherwise would be permitted by Section 4.07 hereof. (inclusive) from the definition of Unrestricted Subsidiary.
(c) Section 1.02 of the Indenture is amended by deleting each of the following terms and the corresponding section reference thereto:
Affiliate Transaction
Asset Sale Offer
Change of Control Offer
Change of Control Payment
Change of Control Payment Date
6
Custodian
Excess Proceeds
incur
Liens Securing Note Obligations
Liens Securing Other Second-Lien Obligations
Offer Amount
Offer Period
Payment Default
Permitted Debt
Purchase Date
Restricted Payments.
(d) Section 2.04 of the Indenture is amended by deleting the last sentence of such section.
(e) Section 2.08 of the Indenture is amended by deleting , Section 4.10, Section 4.13 in clause (ii) of paragraph (d) thereof.
(f) Section 2.18 of the Indenture is amended by deleting , if the Companys Consolidated Cash Flow for the Companys most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Additional Notes are issued is greater than $75.0 million from paragraph (a) of such section.
(g) Section 3.02 of the Indenture is amended by: (1) deleting or Purchased from the heading of such section; (2) deleting or purchased in an offer to purchase at any time from the first sentence of paragraph (a) of such section; and (3) deleting or purchased and or purchase wherever such words appear in such section.
(h) Section 3.03 of the Indenture is amended by replacing Subject to the provisions of Section 3.09 and Section 4.13 hereof, at from paragraph (a) of such section with At.
(i) Section 3.05 of the Indenture is amended by: (1) deleting or Purchase from the heading of such section; (2) deleting or the date on which Notes must be accepted for purchase pursuant to Section 4.10 or Section 4.13 from the first sentence of paragraph (a) of such section; and (3) deleting or purchased and or purchase wherever such words appear in such section.
(j) Section 3.06 of the Indenture is amended by: (1) deleting or Purchased from the heading of such section; (2) deleting the words or purchased from the section and (3) deleting the words or unpurchased from the section.
(k) Section 3.07 of the Indenture is amended by: (1) deleting the heading of the first paragraph (a) Optional Redemption; (2) deleting paragraph (b) from the section; and (3) deleting paragraph (c) from the section.
(l) Section 3.08 of the Indenture is amended by replacing Except as set forth in Section 3.09, Section 4.10 and Section 4.13 hereof, the from such section with The.
7
(m) Section 3.09 of the Indenture is amended by deleting the heading and the text of such section in their entirety and inserting in lieu thereof [intentionally omitted].
(n) Article 4 of the Indenture is amended by deleting the heading and the text of Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 in their entirety and inserting in lieu thereof [intentionally omitted].
(o) Section 5.01 of the Indenture is amended by deleting the heading and the text of such section in their entirety and inserting in lieu thereof [intentionally omitted].
(p) Section 5.02 of the Indenture is amended by: (1) deleting in a transaction that is subject to, and that complies with the provisions of Section 5.01 hereof; (2) deleting in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof; and (3) inserting a period at the end of such section.
(q) Section 6.01 of the Indenture is amended by: (1) inserting or after the semicolon at the end of clause (i) of such section; (2) deleting the semicolon at the end of clause (ii) of such section and inserting a period in lieu thereof; (3) deleting clauses (iii) to (x) (inclusive) of such section in their entirety; and (4) deleting the following from the end of such section: The term Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
(r) Section 6.02 of the Indenture is amended by: (1) deleting the first sentence of such section; and (2) deleting the word other from the second sentence of such section.
(s) Section 7.07 is amended by deleting paragraph (d) of such section.
(t) Section 8.02 of the Indenture is amended by: (1) replacing the comma after Section 2.09 with and; and (2) deleting and Section 4.02.
(u) Section 8.03 of the Indenture is amended by: (1) deleting and in Section 4.03, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.15, Section 4.16, Section 4.17 from the first sentence of such section; and (2) deleting the last sentence of such section.
(v) Section 9.02 of the Indenture is amended by: (1) deleting (other than provisions relating to Section 3.09, Section 4.10 and Section 4.13 hereof) from clause (ii) of paragraph (d) of such section; and (2) deleting (other than a payment required by Section 3.09, Section 4.10 or Section 4.13 hereof) from clause (vii) of paragraph (d) of such section.
(w) Article 11 of the Indenture is amended by:
(1) deleting the heading and the text of Sections 11.01, 11.02, 11.03, 11.04, 11.05, 11.06 and 11.08 in their entirety and inserting in lieu thereof [intentionally omitted];
(2) deleting or in the Security Documents from the second sentence of paragraph (a) of Section 11.07; and
8
(3) deleting paragraphs (b), (c) and (d) of Section 11.07.
(x) Section 12.02 of the Indenture is amended by deleting paragraph (e) of such section.
(y) Section 12.03 of the Indenture is amended by deleting Article 4 and from paragraph (a) of such section.
(z) Section 12.04 of the Indenture is amended by: (1) deleting , if the sale or other disposition does not violate Section 4.10 hereof from clauses (i) and (ii) of such section; and (2) replacing the text of clause (iii) of the section with [intentionally omitted].
(aa) The Form of Back of Note in Exhibit A of the Indenture is amended by: (1) replacing secured in the fourth sentence of the first paragraph of Section 4 with unsecured; (2) deleting the heading of the first paragraph (a) Optional Redemption from Section 5; (3) deleting paragraphs (b) and (c) from Section 5; (4) replacing Except as set forth in paragraph 7 below, the from Section 6 with The; (5) replacing the heading and text of Section 7 in its entirety with [intentionally omitted]; (6) inserting the word or between the semicolon and (ii) default in the first paragraph of Section 13; (7) deleting clauses (iii) to (x) (inclusive) from the first paragraph of Section 13; (8) deleting the first sentence of the second paragraph of Section 13; and (9) deleting the word other in the second sentence of the second paragraph of Section 13.
(bb) The form Option of Holder to Elect Purchase in Exhibit A is deleted.
Section 1.02. Mutatis Mutandis Effect. The Indenture, as supplemented, is hereby amended mutatis mutandis to reflect the addition or amendment of each of the defined terms incorporated in the Indenture pursuant to Section 1.01 above.
ARTICLE 2
AMENDMENT AND TERMINATION OF THE SECURITY DOCUMENTS
Section 2.01. Acting upon the instructions of the Required Holders, the Collateral Agent hereby amends the Security Agreement pursuant to Section 9.3 thereof to waive the requirement in Section 10.4(a)(v) of the Security Agreement that any approval, authorization or ratification of the Collateral Agent to release any security interest in or lien upon, any of the Collateral must be in writing.
Section 2.02. Acting upon the instructions of the Required Holders, the Collateral Agent hereby amends the Security Agreement pursuant to Section 9.3 thereof to waive the requirements in Section 11.2 of the Security Agreement that (i) the Security Agreement continue in full force and effect until the claims and obligations arising under the Loan Agreement and the Indenture have been paid in full, (ii) all monetary Secured Obligations (as such term is defined in the Security Agreement) have been fully and finally discharged and paid prior to termination of the Security Agreement, (iii) the Collateral Agents continuing security interest in the Collateral and the rights and remedies of the Collateral Agent and Junior Creditors (as such term is defined in the Security Agreement) under the Security Agreement and under applicable law remain in effect until all monetary Secured Obligations have been fully and finally discharged and paid and (iv)
9
all monetary Secured Obligations be paid in full in immediately available funds before the Collateral Agent is obligated to send termination statements with respect to the Collateral to the J. Crew Companies (as such term is defined in the Security Agreement) or to file such statements with any filing office or to authorize the J. Crew Companies to file such termination statements.
Section 2.03. Acting upon the instructions of the Required Holders and pursuant to Section 10.4 of the Security Agreement, as amended pursuant to Section 2.01 hereof, the Collateral Agent hereby releases any security interest in or lien upon any of the Collateral granted pursuant to the Security Agreement, and pursuant to Section 9.3 of the Security Agreement, the Collateral Agent and each Grantor (as such term is defined in the Security Agreement) hereby terminate the Security Agreement and relieve and discharge each party thereto of their respective duties, obligations and covenants under the Security Agreement.
Section 2.04. The Collateral Agent agrees to deliver all documents, and take any other actions, which are reasonably required to evidence the termination of the Security Agreement and the release of the security interest in the Collateral granted therein including, without limitation, at the J. Crew Companies expense, the filing of all UCC termination statements with the relevant filing office evidencing the terminations of the Collateral Agents security interest in the Collateral, the execution and delivery of all similar documents to the J. Crew Companies, and, upon the request of the J. Crew Companies, the authorization for the J. Crew Companies to file such UCC termination statements on behalf of the Collateral Agent.
Section 2.05. Acting upon the instructions of the Required Holders, the Collateral Agent hereby waives all rights of the Collateral Agent and Holders under the Intercreditor Agreement and consents to the termination of the Intercreditor Agreement.
Section 2.06. The Collateral Agent agrees to execute a termination letter with regard to the Intercreditor Agreement along with the parties thereto.
ARTICLE 3
MISCELLANEOUS
Section 3.01. Effectiveness and Termination. This Second Supplemental Indenture shall be effective as of the date of the acceptance for payment by the Company of the Notes that have been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer. If the Exchange Offer is earlier terminated by the Company in accordance with the terms and conditions of the Exchange Offer, this Second Supplemental Indenture shall also be terminated and shall be of no further force or effect, without liability on the part of any of the parties hereto.
Section 3.02. Effect of the Supplemental Indenture. This Second Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. Except as expressly supplemented hereby, the Indenture and the Notes issued thereunder shall continue in full force and effect.
Section 3.03. Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
10
Section 3.04. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. The recitals to this Second Supplemental Indenture are statements of the Company and the Trustee shall have no responsibility for such recitals.
Section 3.05. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction thereof.
Section 3.06. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.
[Signature page follows]
11
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first stated above.
J. CREW OPERATING CORP. | ||
as Issuer | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
Executive Vice-President and Chief Financial Officer | |
J. CREW GROUP, INC. as Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
Executive Vice-President and Chief Financial Officer | |
GRACE HOLMES, INC. d/b/a | ||
J. CREW RETAIL as Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
Executive Vice-President and Chief Financial Officer | |
H.F.D. NO 55, INC. d/b/a J. CREW | ||
FACTORY as Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
Executive Vice-President and Chief Financial Officer |
12
J. CREW, INC. | ||
as Guarantor | ||
By: |
/s/ James S. Scully | |
Name: |
James S. Scully | |
Title: |
Executive Vice-President and Chief Financial Officer | |
J. CREW INTERNATIONAL, INC. as Guarantor | ||
By: |
/s/ Nicholas Lamberti | |
Name: |
Nicholas Lamberti | |
Title: |
Vice-President | |
U.S. BANK NATIONAL ASSOCIATION as Trustee | ||
By: |
/s/ Philip G. Kane, Jr. | |
Name: |
Philip G. Kane, Jr. | |
Title: |
Vice President | |
U.S. BANK NATIONAL ASSOCIATION as Collateral Agent | ||
By: |
/s/ Philip G. Kane, Jr. | |
Name: |
Philip G. Kane, Jr. | |
Title: |
Vice President |
13
Exhibit 99.1
For: J.Crew Group
Contact: James Scully Chief Financial Officer (212) 209-8040
Owen Blicksilver Owen Blicksilver PR (516) 742-5950 |
For Immediate Release
J. Crew Announces That 100% Of Outstanding 9 3/4% Senior Subordinated Notes Have Been Tendered
NEW YORK (October 17, 2005) J. Crew Operating Corp. (the Company) today announced that pursuant to its previously announced tender offer and consent solicitation, holders of 100% of the outstanding principal amount of its 9 3/4% Senior Subordinated Notes due 2014 (CUSIP No. 46612GAC1) (the Notes) have tendered their Notes and delivered consents to proposed amendments to the Indenture pursuant to which the Notes were issued.
The Company commenced the tender offer and consent solicitation on October 3, 2005. If the tender offer and consent solicitation are consummated, holders of Notes who tendered their Notes at or prior to the Consent Payment Deadline (which was October 14, 2005 at 5:00 pm New York City Time) will receive the Total Consideration equal to $1,015.07 per $1,000 principal amount of the Notes validly tendered, or 101.507% of their par value, plus accrued and unpaid interest up to, but not including, the settlement date.
The right to withdraw tendered Notes and revoke consents will expire upon the execution of the supplemental indenture containing the proposed amendments to the Indenture, which is expected to occur on or about October 17, 2005. The proposed amendments will become effective upon the Companys acceptance for payment of the Notes tendered in the tender offer.
The tender offer and consent solicitation are scheduled to expire at 9:00 am, New York City time, on November 1, 2005, unless extended (the Expiration Time). The consummation of the tender offer and consent solicitation are conditioned upon the simultaneous closings of the initial public offering of the Companys parent, J. Crew Group, Inc. and a new senior secured term loan to be entered into by the Company, as more fully described in the Companys offer to purchase dated October 3, 2005.
Questions regarding the tender offer and consent solicitation should be directed to Goldman, Sachs & Co., the sole Dealer-Manager, at 212-357-7867 or 877-686-5059 (Attention: Credit Liability Management Group). Requests for assistance or additional sets of the offer materials may be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer and consent solicitation, at 866-873-6300.
1
This press release shall not constitute an offer to purchase or a solicitation of acceptance of the tender offer, which may be made only pursuant to the terms of the offer to purchase and related letter of transmittal. In any jurisdiction where the laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed made on behalf of the company by Goldman, Sachs & Co. or one or more registered brokers or dealers under the laws of such jurisdiction.
J.Crew Group is a nationally recognized retailer of mens and womens apparel, shoes and accessories. The Company operates 157 retail stores, the J.Crew catalog business, jcrew.com, and 44 factory outlet stores.
Certain statements herein are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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, the performance of the Companys products within the prevailing retail environment, 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 SEC 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.
2