J. Crew Group DEFA14A 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
J.CREW GROUP, INC.
(Name of Registrant as Specified in its Charter)
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On February 23, 2011, Millard S. Drexler, chairman of the board of directors and chief executive officer of J.Crew Group, Inc., a Delaware corporation (the Company or J.Crew), left a voicemail for the Companys associates, the transcript of which is copied below.
Hi this is Mickey with a message to all -
I just wanted to keep you as up to date as possible in regards to our pending transaction with TPG and Leonard Green & Partners. You might be seeing some increased press over the next few days which is not unexpected. We are following through with the process that has previously been disclosed and hope to complete the transaction soon. If you do receive any outside inquiries, please direct them to Margot Fooshee.
As always, it is important for us to remain focused on running the day to day business and I want to thank each and every one of you for your continued hard work.
Certain statements herein are forward-looking statements. 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, our ability to compete with other retailers, the parties ability to consummate the proposed transaction on the contemplated timeline, the performance of the Companys products within the prevailing retail environment, our strategy and expansion plans, systems upgrades, reliance on key personnel, 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 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.
Additional Information and Where to Find It:
In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission and mailed to its security holders a definitive proxy statement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE DEFINITIVE PROXY STATEMENT, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed or furnished to the Securities and Exchange Commission by the Company at the Securities and Exchange Commissions website at http://www.sec.gov or at the Companys website at http://www.jcrew.com and then clicking on the Investor Relations link and then the SEC Filings link. The definitive proxy statement and other relevant materials may also be obtained for free from J.Crew Group, Inc. by directing such request to J.Crew Group, Inc., 770 Broadway, New York, New York 10003; or (212) 209-2500. The contents of the websites referenced above are not deemed to be incorporated by reference into the definitive proxy statement.
Participants in Solicitation:
The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information concerning the interests of the Companys participants in the solicitation is set forth in J.Crew Group, Inc.s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the definitive proxy statement relating to the proposed transaction. Each of these documents is available free of charge at the Securities and Exchange Commissions website at www.sec.gov and from the Company at http://www.jcrew.com, and then clicking on the Investor Relations link and then the SEC Filings link or by directing such request to J.Crew Group, Inc., 770 Broadway, New York, New York 10003; or (212) 209-2500.