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EX-2.1 - EX-2.1 - TALBOTS INC | y82700exv2w1.htm |
EX-99.1 - EX-99.1 - TALBOTS INC | y82700exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 16, 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) |
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 | 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)) |
Item 1.01 Entry Into a Material Definitive Agreement.
First Amendment to Agreement and Plan of Merger
On February 16, 2010, The Talbots, Inc. (Talbots or the Company), Tailor Acquisition,
Inc., a Delaware corporation and wholly-owned subsidiary of Talbots (Merger Sub), and BPW
Acquisition Corp. (BPW) entered into the First Amendment (the Amendment) to the Agreement and
Plan of Merger, dated as of December 8, 2009, by and among Talbots, BPW and Merger Sub (the Merger
Agreement). Subject to the terms and conditions set forth in the amended Merger Agreement,
Talbots will acquire BPW by means of a merger of Merger Sub with and into BPW (the Merger), with
BPW continuing as the surviving corporation and a wholly-owned subsidiary of Talbots after the
Merger.
As a result of the Amendment, if the Merger is completed, subject to the terms of the amended
Merger Agreement, holders of shares of BPW common stock will receive a number of shares of Talbots
common stock based on the greater of: (i) the exchange ratio calculated under the Merger Agreement
as in effect prior to the Amendment and (ii) the quotient obtained by dividing $11.25 by the
average of the daily volume weighted average prices per share of Talbots common stock on the New
York Stock Exchange over the 5 consecutive trading days immediately preceding the date of the
completion of the Merger. Both calculations are subject to a collar providing for a maximum of
1.3235 shares of Talbots common stock and a minimum of 0.9000 shares of Talbots common stock for
each share of BPW common stock.
A copy of the Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Item 8.01 Other Events.
In connection with the Amendment, Talbots filed a supplement, dated February 17, 2010 (the
Supplement), to the joint Information Statement/Proxy Statement/Prospectus included in the
Registration Statement on Form S-4, file No. 333-163955, filed by Talbots with the Securities and
Exchange Commission (the SEC) and declared effective by the SEC on January 26, 2010, and mailed
by Talbots and BPW Acquisition Corp. to their respective stockholders commencing on January 26,
2010.
On February 17, 2010, the Company and BPW issued a joint press release announcing that they
had entered into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1.
***
Forward-looking Information
The
foregoing contains forward-looking information. This forward-looking information may be
identified by such forward-looking terminology as expect, anticipate, will, or similar
statements or variations of such terms. Among other forward-looking information, the statements
above relating to consummation of the Merger and satisfaction of the other conditions and
contingencies to the consummation of the Merger constitute forward-looking statements.
Our forward-looking statements are based on a series of expectations, assumptions, estimates and
projections about our Company which involve substantial uncertainty and substantial risk,
including: the risk that the Merger will not be consummated; the risk that conditions and other
contingencies to consummation and closing will not occur; the risk that anticipated benefits from
the Merger may not be realized or may take longer to realize than expected. The reader is urged to
consider all such factors. If these or other significant risks and uncertainties occur, or if our
estimates or underlying assumptions prove inaccurate, our actual results, including actual costs
and timing, could differ materially. In light of the uncertainty inherent in such forward-looking
statements, you should not consider their inclusion to be a representation that such
forward-looking matters will be achieved.
All of our forward-looking statements are as of the date of this Form 8-K only, and except as may
be required by law or SEC rule or requirement, the Company does not undertake to update or revise
any forward-looking statements to reflect actual results, changes in assumptions, estimates or
projections, or other circumstances occurring after the date hereof.
Any public statements or disclosures by the Company following this Form 8-K which modify or impact
any of the forward-looking statements contained in or accompanying this Form 8-K will be deemed to
modify or supersede such statements in or accompanying 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 or approval. Talbots has filed with the SEC, and the SEC
has declared effective, a Registration Statement on Form S-4 containing an Information Statement/Proxy
Statement/Prospectus regarding the proposed transaction between Talbots and BPW. The
final Information Statement/Proxy Statement/Prospectus regarding the proposed transaction has been
mailed to stockholders of
Talbots and BPW. Talbots intends to file a tender offer statement and other documents, as
required, with the SEC in connection with the warrant exchange offer. Investors and security
holders are urged to read the Information Statement/Proxy Statement/Prospectus, the Supplement, the
tender offer statement, 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
Information Statement/Proxy Statement/Prospectus, the Supplement, the tender offer statement, 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
Information Statement/Proxy Statement/Prospectus, the Supplement, the tender offer statement 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
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.
Talbots, BPW and certain of their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of BPW in connection with the
proposed transaction between Talbots and BPW. You can find information regarding Talbots
directors and executive officers in Talbots definitive proxy statement for its 2009 Annual Meeting
of Stockholders, which was filed with the SEC on April 24, 2009. You can find information
regarding BPWs directors and executive officers in BPWs Annual Report on Form 10-K for its fiscal
year ended December 31, 2008, which was filed with the SEC on March 30, 2009. These documents can
be obtained free of charge from the sources indicated above. Investors and security holders may
obtain additional information regarding the interests of such participants by reading the final
Information Statement/Proxy Statement/Prospectus, as supplemented.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1. | First Amendment to Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. | ||
99.1 | Press Release, dated February 17, 2010. |
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. |
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Dated: February 17, 2010 | By: | /s/ Michael Scarpa | ||
Name: | Michael Scarpa | |||
Title: | Chief Operating Officer, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
2.1. | First Amendment to Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. | ||
99.1 | Press Release, dated February 17, 2010. |