الإحصائيات الأساسية
| CIK | 912263 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Talbots, Inc. (THE)
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 20, 2012 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-12552 The Talbots, Inc. (Exact name of registrant as specified in |
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| August 6, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 17, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 3, 2012 |
As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. |
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| August 3, 2012 |
As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. |
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| August 3, 2012 |
S-8 POS 1 d390748ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 033-72086 Registration No. 033-86040 Registration No. 333-05643 Registration No. 333-56215 Registration No. 333-42708 Registration No. 333-101037 Registration No. 333-107317 Registration No. 333-119262 Registration No. 333-145156 Registration No. 333-154797 UNITED STATES SECU |
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| August 3, 2012 |
S-8 POS 1 d390748ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 033-72086 Registration No. 033-86040 Registration No. 333-05643 Registration No. 333-56215 Registration No. 333-42708 Registration No. 333-101037 Registration No. 333-107317 Registration No. 333-119262 Registration No. 333-145156 Registration No. 333-154797 UNITED STATES SECU |
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| August 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 Post-Effective Amendment No. 1 to Form S-4 As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 333-165111 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE TALBOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 5621 |
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| August 3, 2012 |
AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 to Rights Agreement Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 to Rights Agreement (this “Amendment”), dated as of August 2, 2012, between The Talbots, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 1, 2011 (as amended by tha |
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| August 3, 2012 |
S-8 POS 1 d390748ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 033-72086 Registration No. 033-86040 Registration No. 333-05643 Registration No. 333-56215 Registration No. 333-42708 Registration No. 333-101037 Registration No. 333-107317 Registration No. 333-119262 Registration No. 333-145156 Registration No. 333-154797 UNITED STATES SECU |
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| August 3, 2012 |
S-8 POS 1 d390748ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 033-72086 Registration No. 033-86040 Registration No. 333-05643 Registration No. 333-56215 Registration No. 333-42708 Registration No. 333-101037 Registration No. 333-107317 Registration No. 333-119262 Registration No. 333-145156 Registration No. 333-154797 UNITED STATES SECU |
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| August 3, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 2, 2012 THE TALBOTS, INC. |
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| August 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 Post-Effective Amendment No. 1 to Form S-4 As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 333-163955 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE TALBOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 5621 |
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| August 3, 2012 |
BY-LAWS THE TALBOTS, INC. ARTICLE I Amended and Restated By-Laws Exhibit 3.2 BY-LAWS OF THE TALBOTS, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE — The registered office of The Talbots, Inc. (the “Corporation”) shall be established and maintained at the office of The Corporation Trust Company at The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware. The Corporation |
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| August 3, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. |
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| August 3, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE TALBOTS, INC. ARTICLE ONE EX-3.1 2 d391063dex31.htm AMENDED AND RESTATED CERTIFICATE Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE TALBOTS, INC. ARTICLE ONE The name of the corporation is The Talbots, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmi |
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| August 3, 2012 |
As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. |
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| August 3, 2012 |
S-8 POS 1 d390748ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 033-72086 Registration No. 033-86040 Registration No. 333-05643 Registration No. 333-56215 Registration No. 333-42708 Registration No. 333-101037 Registration No. 333-107317 Registration No. 333-119262 Registration No. 333-145156 Registration No. 333-154797 UNITED STATES SECU |
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| August 3, 2012 |
SC TO-T/A 1 a12-1439925sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE |
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| August 3, 2012 |
As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. |
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| August 3, 2012 |
SYCAMORE PARTNERS ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR THE TALBOTS, INC. Exhibit (a)(5)(xviii) SYCAMORE PARTNERS ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR THE TALBOTS, INC. |
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| July 30, 2012 |
SYCAMORE PARTNERS TO EXTEND OFFER TO ACQUIRE THE TALBOTS, INC. EX-99.(A)(5)(XVII) 2 a12-1439924ex99da5xvii.htm EX-99.(A)(5)(XVII) Exhibit (a)(5)(xvii) SYCAMORE PARTNERS TO EXTEND OFFER TO ACQUIRE THE TALBOTS, INC. New York, NY, July 27, 2012 — In connection with the previously announced merger agreement, Sycamore Partners today announced that TLB Merger Sub Inc. (an affiliate of Sycamore Partners) has extended the expiration of its tender offer to acquire all |
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| July 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. SY |
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| July 27, 2012 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 26, 2012 |
EX-99.(A)(5)(XVI) 2 a12-1439923ex99da5xvi.htm EX-99.(A)(5)(XVI) Exhibit 99.(a)(5)(xvi) SYCAMORE PARTNERS ANNOUNCES SATISFACTION OF AN ADDITIONAL CONDITION TO TENDER OFFER FOR TALBOTS STOCK New York, NY, July 26, 2012 — Sycamore Partners today announced that the Office of the Comptroller of the Currency (“OCC”) has determined not to disapprove the acquisition of control of Talbots Classics National |
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| July 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. SYC |
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| July 24, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 23, 2012 THE TALBOTS, INC. |
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| July 24, 2012 |
EX-99.1 - Memorandum of Understanding, dated July 23,2012 Exhibit 99.1 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“MOU”) is entered into as of July 23, 2012, by and among the undersigned parties (the “Parties”) to In re The Talbots, Inc. Shareholders Litigation, Consolidated C.A. No. 7513-CS (the “Action”), pending before the Delaware Chancery Court (the “Court”) and Brodt v. Th |
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| July 24, 2012 |
EX-99.1 - Memorandum of Understanding, dated July 23,2012 Exhibit 99.1 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“MOU”) is entered into as of July 23, 2012, by and among the undersigned parties (the “Parties”) to In re The Talbots, Inc. Shareholders Litigation, Consolidated C.A. No. 7513-CS (the “Action”), pending before the Delaware Chancery Court (the “Court”) and Brodt v. Th |
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| July 24, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. SYC |
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| July 24, 2012 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 24, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 23, 2012 THE TALBOTS, INC. |
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| July 20, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 20, 2012 THE TALBOTS, INC. |
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| July 20, 2012 |
EX-99.1 3 d383042dex991.htm EX-99.1 Exhibit 99.1 SYCAMORE PARTNERS AND TALBOTS ANNOUNCE AMENDMENT TO MERGER AGREEMENT RELATED TO FINANCING PROCEEDS CONDITION Receipt of Letter from the Pension Benefit Guaranty Corporation Satisfies a Condition to Tender Offer for Talbots Stock New York, NY and Hingham, MA, July 20, 2012 – The Talbots, Inc. (NYSE: TLB) (the “Company” or “Talbots”) and Sycamore Part |
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| July 20, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 20, 2012 THE TALBOTS, INC. |
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| July 20, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 20, 2012 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit (d)(9) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of July 20, 2012, is by and among TLB Holdings LLC, a Delaware limited liability company (“Parent”), TLB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and The Talbots, Inc., a Delaware corporation (the “Compan |
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| July 20, 2012 |
July 20, 2012 BY EDGAR AND FEDEX Mellissa Campbell Duru Special Counsel Office of Mergers & Acquisitions U. |
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| July 20, 2012 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-2.1 2 d383042dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of July 20, 2012, is by and among TLB Holdings LLC, a Delaware limited liability company (“Parent”), TLB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and The Talbots, Inc., a Del |
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| July 20, 2012 |
Exhibit 99.1 SYCAMORE PARTNERS AND TALBOTS ANNOUNCE AMENDMENT TO MERGER AGREEMENT RELATED TO FINANCING PROCEEDS CONDITION Receipt of Letter from the Pension Benefit Guaranty Corporation Satisfies a Condition to Tender Offer for Talbots Stock New York, NY and Hingham, MA, July 20, 2012 – The Talbots, Inc. (NYSE: TLB) (the “Company” or “Talbots”) and Sycamore Partners today announced the execution o |
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| July 20, 2012 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-2.1 2 d383042dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of July 20, 2012, is by and among TLB Holdings LLC, a Delaware limited liability company (“Parent”), TLB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and The Talbots, Inc., a Del |
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| July 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. SYC |
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| July 20, 2012 |
Exhibit (a)(5)(xiv) SYCAMORE PARTNERS AND TALBOTS ANNOUNCE AMENDMENT TO MERGER AGREEMENT RELATED TO FINANCING PROCEEDS CONDITION Receipt of Letter from the Pension Guaranty Corporation satisfies a condition to tender offer for Talbots Stock New York, NY and Hingham, MA, July 20, 2012 — The Talbots, Inc. |
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| July 19, 2012 |
5 ELECTION FORM The Talbots, Inc. Retirement Savings Voluntary Plan (“Plan”) Exhibit (a)(23) Exhibit (a)(23) July 3, 2012 To: Participants in The Talbots, Inc. |
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| July 19, 2012 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| July 19, 2012 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 19, 2012 |
Exhibit (a)(24) Exhibit (a)(24) Talbots Company Pooled Stock Fund will no longer be an investment option in The Talbots, Inc. |
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| July 19, 2012 |
EX-99.(A)(25) 4 d381166dex99a25.htm EXHIBIT (A)(25) Exhibit (a)(25) July 19, 2012 Cede & Co P.O. Box 20 Bowling Green Station New York, NY 10274 RE: Notice of a Tender Offer for Shares of Talbots Common Stock To Whom It May Concern: This notice is being sent to you as the registered holder of the warrants issued pursuant to the Warrant Agreement, dated as of February 26, 2008, between The Talbots, |
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| July 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. (Na |
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| July 16, 2012 |
SYCAMORE PARTNERS TO EXTEND OFFER TO ACQUIRE THE TALBOTS, INC. Exhibit (a)(5)(xiii) SYCAMORE PARTNERS TO EXTEND OFFER TO ACQUIRE THE TALBOTS, INC. |
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| July 13, 2012 |
SC 14D9/A 1 d380096dsc14d9a.htm SCHEDULE 14D-9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) The Talbots, Inc. (Name of Subject Company) The Talbots, Inc. (Name of Person Filing Statement) Common Stock, $0.01 par value (Title of Class of Securities) 87416 |
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| July 13, 2012 |
CORRESPONDENCE Direct Dial + 1 212 819 7900 Facsimile + 1 212 354 8113 [email protected] July 13, 2012 Mellissa Campbell Duru Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-3628 Re: The Talbots, Inc. Schedule 14D-9 Filed June 27, 2012 Amendment No. 1 to Schedule 14D-9 Filed Jun |
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| July 12, 2012 |
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE Exhibit (a)(5)(xii) UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE RINA BRODT, On Behalf of Herself and All ) Other Similarly Situated, ) Case No. |
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| July 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. (Na |
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| July 9, 2012 |
TLB / Talbots, Inc. (THE) / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* THE TALBOTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) 06/29/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| July 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. (Na |
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| July 6, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(xi) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE THE TALBOTS, INC. |
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| June 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. (Na |
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| June 29, 2012 |
Schedule 14D-9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 29, 2012 |
8-K 1 d372380d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 29, 2012 THE TALBOTS, INC. (Exact name of registrant as specified in its charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorpor |
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| June 29, 2012 |
June 29, 2012 BY EDGAR AND FEDEX Mellissa Campbell Duru Special Counsel Office of Mergers & Acquisitions U. |
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| June 29, 2012 |
AMENDMENT NO. 1 SEPARATION AGREEMENT OF TRUDY F. SULLIVAN EX-10.1 2 d372380dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO SEPARATION AGREEMENT OF TRUDY F. SULLIVAN THIS AMENDMENT NO. 1 (this “Amendment”), dated as of June 29, 2012, to the Separation Agreement dated December 4, 2011, (the “Separation Agreement”), by and between The Talbots, Inc., a Delaware corporation (the “Company”), and Trudy F. Sullivan (the “Executive”). WHEREAS, the Executive is |
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| June 28, 2012 |
Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 27, 2012 |
Letter from Gary M. Pfeiffer to the stockholders of The Talbots, Inc. Exhibit (a)(20) June 27, 2012 Dear Stockholder: On behalf of the Board of Directors of The Talbots, Inc. (the “Company”), we are pleased to inform you that on May 30, 2012, the Company entered into a definitive merger agreement (the “Merger Agreement”) to be acquired by TLB Merger Sub Inc. (the “Purchaser”), an affiliate of Syca |
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| June 27, 2012 |
EX-99.(E)(4) 3 d371520dex99e4.htm CONFIDENTIALITY AGREEMENT Exhibit (e)(4) STRICTLY CONFIDENTIAL January 27, 2012 Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Stefan Kaluzny Managing Director Dear Mr. Kaluzny: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is dated as of January 27, 2012 by and between Sycamore |
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| June 27, 2012 |
SCHEDULE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 27, 2012 |
Form SC 14D9 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 The Talbots, Inc. |
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| June 25, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.(A)(5)(X) 2 a12-1439913ex99da5x.htm EX-99.(A)(5)(X) Exhibit 99.(a)(5)(x) EFiled: Jun 22 2012 11:31AM EDT Transaction ID 44964054 Case No. 7647- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CRAIG WILSON, individually and on behalf ) of all others similarly situated, ) ) Plaintiff, ) ) Civil Action No. v. ) ) TRUDY F. SULLIVAN, GARY M. ) PFEIFFER, SUSAN M. SWAIN, JOHN W. ) GLEESON, MARJOR |
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| June 25, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.01 Per Share (Title of Cla |
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| June 19, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.(A)(5(IX) 2 a12-1439912ex99da5ix.htm EX-99.(A)(5(IX) Exhibit (a)(5)(ix) EFiled: Jun 15 2012 5:44PM EDT Transaction ID 44850537 Case No. 7629- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE BENJAMIN WONG, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) Civil Action No. ) GARY M. PFEIFFER, MARJORIE L. ) BOWEN, JOHN W. GLEESON, ANDREW ) H. MADSEN, TRUDY |
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| June 19, 2012 |
SC TO-T/A 1 a12-1439912sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) Common St |
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| June 15, 2012 |
EX-99.(D)(2) 15 a2209873zex-99d2.htm EX-99.(D)(2) Exhibit (d)(2) STRICTLY CONFIDENTIAL January 27, 2012 Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Stefan Kaluzny Managing Director Dear Mr. Kaluzny: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is dated as of January 27, 2012 by and between Sycamore Partners |
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| June 15, 2012 |
EX-99.(A)(1)(E) 6 a2209873zex-99a1e.htm EX-99.(A)(1)(E) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of The Talbots, Inc. at $2.75 Net Per Share Pursuant to the Offer to Purchase dated June 15, 2012 by TLB Merger Sub Inc., a direct wholly-owned s |
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| June 15, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(vi) EFiled: Jun 7 2012 6:46PM EDT Transaction ID 44694122 Case No. 7513-CS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHARLES LEACH, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) C.A. No. 7513-CS ) GARY M. PFEIFFER, MARJORIE L. ) BOWEN, JOHN W. GLEESON, ANDREW ) H. MADSEN, TRUDY F. SULLIVAN, ) SUSAN M. SWAIN, THE TALBOTS, INC., ) TLB H |
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| June 15, 2012 |
Exhibit (d)(4) SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NEW YORK 10019 May 30, 2012 TLB Holdings LLC c/o Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Stefan Kaluzny and Peter Morrow Gentlemen: TLB Holdings LLC, a Delaware limited liability company (“Parent”), has informed us that, pursuant |
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| June 15, 2012 |
Exhibit (d)(5) LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of May 30, 2012 (this “Limited Guarantee”), is made by Sycamore Partners, L. |
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| June 15, 2012 |
$85,000,000 Amended and Restated Term Loan Agreement EX-99.(D)(7) 20 a2209873zex-99d7.htm EX-99.(D)(7) Exhibit (d)(7) Execution Version May 30, 2012 TLB Merger Sub Inc. c/o Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Peter Morrow and Ryan McClendon $85,000,000 Amended and Restated Term Loan Agreement Ladies and Gentlemen: You (“Merger Sub”) have advised Wells Fargo Bank, National Associatio |
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| June 15, 2012 |
Project Boston $200,000,000 Second Amended and Restated Credit Agreement Commitment Letter Exhibit (d)(6) [EXECUTION COPY] General Electric Capital Corporation GE Capital Markets, Inc. |
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| June 15, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(iv) EFiled: Jun 5 2012 2:18PM EDT Transaction ID 44633856 Case No. 7594- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE DAVID WILKIN, ) ) Plaintiff, ) ) v ) ) C. A. No. THE TALBOTS, INC., GARY M. ) PFEIFFER, MARJORIE L. BOWEN, JOHN ) W. GLEESON, ANDREW H. MADSEN, ) TRUDY F. SULLIVAN, SUSAN SWAIN, ) TLB HOLDINGS LLC, and TLB MERGER ) SUB INC., ) ) Defendants. ) VERIFIED CLASS ACTI |
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| June 15, 2012 |
EXHIBIT (d)(3) May 5, 2012 The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Attention: Board of Directors Ladies and Gentlemen: Investment funds managed by Sycamore Partners Management, L.L.C. (“Sycamore”) have engaged in discussions with The Talbots, Inc. (together with its subsidiaries, the “Company”) regarding the proposed acquisition (the “Transaction”) by one or more entities controlled |
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| June 15, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 15, 2012 |
VERIFIED CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY Exhibit (a)(5)(vii) EFiled: Jun 8 2012 5:07PM EDT Transaction ID 44711415 Case No. |
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| June 15, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (d)(1) AGREEMENT AND PLAN OF MERGER by and among The Talbots, Inc. |
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| June 15, 2012 |
WAIVER TO AGREEMENT AND PLAN OF MERGER Exhibit (d)(8) WAIVER TO AGREEMENT AND PLAN OF MERGER This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc. |
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| June 15, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(viii) EFiled: Jun 13 2012 5:57PM EDT Transaction ID 44798563 Case No. |
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| June 15, 2012 |
Exhibit (a)(5)(iii) EFiled: Jun 4 2012 11:53AM EDT Transaction ID 44603659 Case No. |
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| June 15, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock (Including the Associated Stock Purchase Rights) of The Talbots, Inc. |
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| June 15, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of The Talbots, Inc. |
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| June 15, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of The Talbots, Inc. |
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| June 15, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) of The Talbots, Inc. |
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| June 15, 2012 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| June 15, 2012 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(v) EFiled: Jun 6 2012 7:11PM EDT Transaction ID 44670351 Case No. 7602- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHRISTOPHER R. WALSH, on Behalf of ) C. A. No. Himself and All Others Similarly Situated, ) ) Plaintiff, ) CLASS ACTION v. ) ) THE TALBOTS, INC., TRUDY F. ) SULLIVAN, GARY M. PFEIFFER, ) SUSAN M. SWAIN, JOHN W. GLEESON, ) MARJORIE L. BOWEN, ANDREW H. ) MADSEN, SY |
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| June 14, 2012 |
TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR COMMENCEMENT OF TENDER OFFER BY TWO DAYS EX-99.1 2 a12-1439911ex99d1.htm EX-99.1 Exhibit 99.1 TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR COMMENCEMENT OF TENDER OFFER BY TWO DAYS HINGHAM, Mass., Jun. 13, 2012 — The Talbots, Inc. (NYSE:TLB) today announced that the Company and Sycamore Partners agreed to extend the date by which Sycamore Partners is obligated to commence the tender offer for all of the outstanding shares of Tal |
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| June 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE TALBOTS, INC. (Name of Subject Company (Issuer)) TLB MERGER SUB INC. TLB HOLDINGS LLC (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 874161102 (CUSI |
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| June 13, 2012 |
TLB / Talbots, Inc. (THE) / Sycamore Partners, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert |
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| June 13, 2012 |
TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR COMMENCEMENT OF TENDER OFFER BY TWO DAYS Exhibit 99.1 TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR COMMENCEMENT OF TENDER OFFER BY TWO DAYS HINGHAM, MA, June 13, 2012 — The Talbots, Inc. (NYSE:TLB) today announced that the Company and Sycamore Partners agreed to extend the date by which Sycamore Partners is obligated to commence the tender offer for all of the outstanding shares of Talbots common stock pursuant to the previousl |
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| June 13, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 12, 2012 THE TALBOTS, INC. |
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| June 13, 2012 |
WAIVER TO AGREEMENT AND PLAN OF MERGER EX-99.2 Exhibit 99.2 WAIVER TO AGREEMENT AND PLAN OF MERGER This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc., a Delaware corporation (the “Company”), TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and waives cert |
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| June 13, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 THE TALBOTS, INC. |
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| June 13, 2012 |
DEFA14A 1 d366962d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 12, 2012 THE TALBOTS, INC. (Exact name of registrant as specified in its charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of inco |
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| June 13, 2012 |
TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR COMMENCEMENT OF TENDER OFFER BY TWO DAYS EX-99.1 Exhibit 99.1 TALBOTS AND SYCAMORE PARTNERS AGREE TO EXTEND DATE FOR COMMENCEMENT OF TENDER OFFER BY TWO DAYS HINGHAM, MA, June 13, 2012 — The Talbots, Inc. (NYSE:TLB) today announced that the Company and Sycamore Partners agreed to extend the date by which Sycamore Partners is obligated to commence the tender offer for all of the outstanding shares of Talbots common stock pursuant to the p |
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| June 13, 2012 |
WAIVER TO AGREEMENT AND PLAN OF MERGER Exhibit 11 WAIVER TO AGREEMENT AND PLAN OF MERGER This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc. |
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| June 13, 2012 |
WAIVER TO AGREEMENT AND PLAN OF MERGER EX-99.2 3 d366962dex992.htm EX-99.2 Exhibit 99.2 WAIVER TO AGREEMENT AND PLAN OF MERGER This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc., a Delaware corporation (the “Company”), TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Pa |
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| June 7, 2012 |
GLOBAL TRADEMARK PROTECTION AND COOPERATION AGREEMENT EX-10.12 7 d348104dex1012.htm EX-10.12 Exhibit 10.12 GLOBAL TRADEMARK PROTECTION AND COOPERATION AGREEMENT This Global Trademark Protection and Cooperation Agreement (“Agreement”) is entered into effective as of the 15th day of March, 2012 by and between The Talbots Group, Limited Partnership, a Massachusetts limited partnership with its principal place of business in Hingham, Massachusetts and Th |
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| June 7, 2012 |
EX-10.9 Exhibit 10.9 THE TALBOTS, INC. 2012 PERFORMANCE PLAN — AWARD AGREEMENT Participant: Performance Stock Units at Target: Shares (“Target PSUs”) Performance Period: January 29, 2012 through February 2, 2013 Performance Measures: See Schedule A Effective Date: March 1, 2012 The Compensation Committee (“Committee”) of the Board of Directors of The Talbots, Inc. (the “Company”) has determined th |
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| June 7, 2012 |
EX-10.8 3 d348104dex108.htm EX-10.8 Exhibit 10.8 confidential Approved by the Board of Directors on February 29, 2012 AMENDMENT TO THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN, AS AMENDED THROUGH FEBRUARY 28, 2008 The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the “Plan”) is hereby amended effective as of February 29, 2012, as follows: The first four sentences of Secti |
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| June 7, 2012 |
confidential CLARIFICATION AND MODIFICATION EX-10.10 Exhibit 10.10 confidential CLARIFICATION AND MODIFICATION This Clarification and Modification, dated March 8, 2012 (“Clarification/Modification”) is between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Michael Scarpa (the “Executive”). This is intended to clarify and modify the Severance Agreement between the parties dated December 4, 2008 |
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| June 7, 2012 |
EX-10.7 Exhibit 10.7 confidential March 7, 2011 By Hand and Email Deirdre FitzGerald c/o The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Dear Deirdre, On behalf of The Talbots, Inc. (including its subsidiaries, “Talbots” or the “Company”), we are pleased to offer you the position of Senior Vice President, Merchandising Apparel, in accordance with the following: Base Salary, Benefits and Perq |
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| June 7, 2012 |
10-Q 1 d348104d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 28, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com |
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| June 7, 2012 |
EX-10.11 Exhibit 10.11 May 31, 2012 VIA E-MAIL [NAME] [ADDRESS] Re: Talbots - FY12 Cash Value Awards Dear [ ]: This letter confirms your cash value awards granted to you as part of the FY12 annual director compensation program (“Program”) in lieu of the annual equity awards customarily granted under the Program. Effective April 16, 2012, you have been awarded two cash value awards entitling you to |
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| June 1, 2012 |
$85,000,000 Amended and Restated Term Loan Agreement Exhibit 10 Execution Version May 30, 2012 TLB Merger Sub Inc. c/o Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Peter Morrow and Ryan McClendon $85,000,000 Amended and Restated Term Loan Agreement Ladies and Gentlemen: You (“Merger Sub”) have advised Wells Fargo Bank, National Association (“Wells Fargo”) that Merger Sub, an entity formed by |
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| June 1, 2012 |
Project Boston $200,000,000 Second Amended and Restated Credit Agreement Commitment Letter Exhibit 9 [EXECUTION COPY] General Electric Capital Corporation GE Capital Markets, Inc. |
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| June 1, 2012 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.1 3 d361631dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 30, 2012, between The Talbots, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 1, 2011 (the “Rights Agreement” |
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| June 1, 2012 |
Exhibit 7 SYCAMORE PARTNERS, L.P. SYCAMORE PARTNERS A, L.P. 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NEW YORK 10019 May 30, 2012 TLB Holdings LLC c/o Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Stefan Kaluzny and Peter Morrow Gentlemen: TLB Holdings LLC, a Delaware limited liability company (“Parent”), has informed us that, pursuant to an |
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| June 1, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 30, 2012 THE TALBOTS, INC. |
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| June 1, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 30, 2012 THE TALBOTS, INC. |
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| June 1, 2012 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.1 3 d361631dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 30, 2012, between The Talbots, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 1, 2011 (the “Rights Agreement” |
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| June 1, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among The Talbots, Inc., TLB Holdings LLC, and TLB Merger Sub Inc. dated as of May 30, 2012 TABLE OF CONTENTS Page ARTICLE I The Offer 2 Section 1.01 The Offer 2 Section 1.02 Company Actions 5 Section 1.03 Top-Up 6 Section 1.04 Directors 7 ARTICLE II The Merger 9 Section 2.01 The Merger 9 Section 2.02 Closing 9 Section 2.03 Effective Time 9 Se |
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| June 1, 2012 |
TLB / Talbots, Inc. (THE) / Sycamore Partners, L.P. - SC 13D/A Activist Investment SC 13D/A 1 a12-135761sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Sec |
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| June 1, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among The Talbots, Inc., TLB Holdings LLC, and TLB Merger Sub Inc. dated as of May 30, 2012 TABLE OF CONTENTS Page ARTICLE I The Offer 2 Section 1.01 The Offer 2 Section 1.02 Company Actions 5 Section 1.03 Top-Up 6 Section 1.04 Directors 7 ARTICLE II The Merger 9 Section 2.01 The Merger 9 Section 2.02 Closing 9 Section 2.03 Effective Time 9 Se |
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| May 31, 2012 |
SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 THE TALBOTS, INC. |
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| May 31, 2012 |
Financial Statements and Exhibits, Other Events FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 30, 2012 THE TALBOTS, INC. |
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| May 31, 2012 |
EX-99.2 3 d361406dex992.htm EX-99.2 Exhibit 99.2 May 31, 2012 Dear Associates, It is my pleasure to share some very exciting news for our Company. This morning, we announced that Talbots and Sycamore Partners have entered into a definitive agreement through which Sycamore Partners will acquire all the outstanding common stock of the Company. Under the terms of the agreement, Talbots will operate a |
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| May 31, 2012 |
EX-99.1 Exhibit 99.1 TALBOTS TO BE ACQUIRED BY SYCAMORE PARTNERS Stockholders to Receive $2.75 in Cash Per Share Transaction Valued at $369 Million HINGHAM, MA, May 31, 2012 — The Talbots, Inc. (NYSE:TLB) (“Talbots” or the “Company”) and Sycamore Partners today announced that they have entered into a definitive agreement pursuant to which an affiliate of Sycamore Partners will acquire all the outs |
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| May 31, 2012 |
EX-99.2 3 d361406dex992.htm EX-99.2 Exhibit 99.2 May 31, 2012 Dear Associates, It is my pleasure to share some very exciting news for our Company. This morning, we announced that Talbots and Sycamore Partners have entered into a definitive agreement through which Sycamore Partners will acquire all the outstanding common stock of the Company. Under the terms of the agreement, Talbots will operate a |
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| May 31, 2012 |
EX-99.1 Exhibit 99.1 TALBOTS TO BE ACQUIRED BY SYCAMORE PARTNERS Stockholders to Receive $2.75 in Cash Per Share Transaction Valued at $369 Million HINGHAM, MA, May 31, 2012 — The Talbots, Inc. (NYSE:TLB) (“Talbots” or the “Company”) and Sycamore Partners today announced that they have entered into a definitive agreement pursuant to which an affiliate of Sycamore Partners will acquire all the outs |
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| May 31, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 30, 2012 THE TALBOTS, INC. |
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| May 29, 2012 |
10-K/A 1 d359606d10ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| May 25, 2012 |
EX-99.1 2 d359301dex991.htm EX-99.1 Exhibit 99.1 TALBOTS REPORTS IMPROVED FIRST QUARTER FISCAL 2012 RESULTS -Earnings Per Share of $0.02; Adjusted Earnings Per Share of $0.09 -Operating Income of $5.6M; Adjusted Operating Income of $10.5M -Board of Directors Continues to Actively Explore a Full Range of Strategic Alternatives HINGHAM, MA, May 25, 2012 — The Talbots, Inc. (NYSE:TLB) today reported |
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| May 25, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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) May 25, 2012 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 25, 2012 |
EX-99.2 Exhibit 99.2 TALBOTS ANNOUNCES EXPIRATION OF EXCLUSIVITY PERIOD WITH SYCAMORE PARTNERS WITHOUT REACHING DEFINITIVE MERGER AGREEMENT HINGHAM, MA, May 25, 2012 — The Talbots, Inc. (NYSE:TLB) (“Talbots” or the “Company”) today announced that the exclusivity agreement with Sycamore Partners, which was executed on May 5, 2012 and twice extended through May 24, 2012, has expired. The Company has |
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| May 23, 2012 |
TLB / Talbots, Inc. (THE) / Sycamore Partners, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert |
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| May 18, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2012 THE TALBOTS, INC. |
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| May 18, 2012 |
TALBOTS AND SYCAMORE PARTNERS EXTEND EXCLUSIVITY AGREEMENT EX-99.1 2 d355791dex991.htm PRESS RELEASE Exhibit 99.1 TALBOTS AND SYCAMORE PARTNERS EXTEND EXCLUSIVITY AGREEMENT HINGHAM, MA, May 15, 2012 — The Talbots, Inc. (NYSE:TLB) today announced that, based on ongoing discussions during the last week, the Company and Sycamore Partners have agreed to extend the exclusivity period under the exclusivity agreement entered into on May 5, 2012 in connection wit |
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| May 18, 2012 |
Exhibit 99.2 May 15, 2012 The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Attention: Board of Directors Ladies and Gentlemen: We refer to our Exclusivity Agreement dated May 5, 2012 (the “Exclusivity Agreement”). All terms used, but not defined, in this letter have the meanings given to them in the Exclusivity Agreement. Sycamore and the Company agree that the reference in the first numbered |
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| May 16, 2012 |
TLB / Talbots, Inc. (THE) / Sycamore Partners, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert |
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| May 16, 2012 |
Exhibit 4 May 15, 2012 The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Attention: Board of Directors Ladies and Gentlemen: We refer to our Exclusivity Agreement dated May 5, 2012 (the “Exclusivity Agreement”). All terms used, but not defined, in this letter have the meanings given to them in the Exclusivity Agreement. Sycamore and the Company agree that the reference in the first numbered pa |
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| May 10, 2012 |
TLB / Talbots, Inc. (THE) / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) TALBOTS INC (Name of Issuer) COM (Title of Class of Securities) 874161102 (CUSIP Number) April 30, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] R |
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| May 9, 2012 |
Exhibit 99.2 May 5, 2012 The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Attention: Board of Directors Ladies and Gentlemen: Investment funds managed by Sycamore Partners Management, L.L.C. (“Sycamore”) have engaged in discussions with The Talbots, Inc. (together with its subsidiaries, the “Company”) regarding the proposed acquisition (the “Transaction”) by one or more entities controlled by |
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| May 9, 2012 |
TALBOTS RECEIVES PROPOSAL FROM SYCAMORE PARTNERS TO ACQUIRE ALL OUTSTANDING COMMON STOCK Exhibit 99.1 TALBOTS RECEIVES PROPOSAL FROM SYCAMORE PARTNERS TO ACQUIRE ALL OUTSTANDING COMMON STOCK HINGHAM, MA, May 7, 2012 — The Talbots, Inc. (NYSE:TLB) today announced that its Board of Directors has received a non-binding proposal from Sycamore Partners to acquire all of the Company’s outstanding common stock for $3.05 per share. In addition, the Company today announced that it has entered |
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| May 9, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 5, 2012 THE TALBOTS, INC. |
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| May 7, 2012 |
TLB / Talbots, Inc. (THE) / Sycamore Partners, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert |
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| May 7, 2012 |
EXHIBIT 3 TO FORM SC 13D/A May 5, 2012 The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Attention: Board of Directors Ladies and Gentlemen: Investment funds managed by Sycamore Partners Management, L.L.C. (“Sycamore”) have engaged in discussions with The Talbots, Inc. (together with its subsidiaries, the “Company”) regarding the proposed acquisition (the “Transaction”) by one or more entities |
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| April 19, 2012 |
TLB / Talbots, Inc. (THE) / MMCAP International Inc. SPC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 THE TALBOT’S, INC. |
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| April 13, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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 12, 2012 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) Commission File |
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| April 13, 2012 |
EX-99.1 Exhibit 99.1 The Talbots, Inc. TALBOTS REPORTS FOURTH QUARTER AND FISCAL YEAR 2011 RESULTS Board of Directors Continues to Evaluate Full Range of Strategic Alternatives Hingham, MA, April 12, 2012 — The Talbots, Inc. (NYSE:TLB) today reported results for the fourth quarter and fiscal year ended January 28, 2012. Fourth quarter loss from continuing operations was $53.2 million, or $0.77 per |
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| April 12, 2012 |
CERTIFICATE OF INCORPORATION TAL MERGER, INC. EX-3.1 2 d276221dex31.htm CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE TALBOTS, INC. Exhibit 3.1 State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “THE TALBOTS, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BE |
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| April 12, 2012 |
EX-10.60 3 d276221dex1060.htm SEPARATION AGREEMENT BETWEEN THE TALBOTS, INC. AND TRUDY F. SULLIVAN Exhibit 10.60 Execution Copy SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made this 4th day of December, 2011 by THE TALBOTS, INC., a Delaware corporation (the “Company”), and TRUDY F. SULLIVAN (the “Executive”). INTRODUCTION WHEREAS, the Executive is the President and Chief E |
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| April 12, 2012 |
THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT November 11, 1993 Change in Control Agreement - The Talbots, Inc. and Richard T. O'Connell, Jr. Exhibit 10.70 THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT November 11, 1993 Mr. Richard T. O’Connell 45 Browndale Place Port Chester, New York 10573 Dear Mr. O’Connell: This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event t |
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| April 12, 2012 |
Subsidiaries of The Talbots, Inc. List of Subsidiaries of The Talbots, Inc. Exhibit 21.1 Subsidiaries of The Talbots, Inc. Name of subsidiary Organized under the laws of The Talbots Group, Limited Partnership Massachusetts Talbots Import, LLC Delaware Talbots Classics National Bank Rhode Island Talbots Classics Finance Company, Inc. Delaware Talbots Classics , Inc. Massachusetts Talbots (Canada) Corporation Nova Scotia, Canada Tal |
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| April 12, 2012 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 4, 2012 |
CORRESP 1 filename1.htm April 4, 2012 BY EDGAR SUBMISSION Ms. Tia L. Jenkins, Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: The Talbots, Inc. Form 10-K for the Fiscal Year Ended January 29, 2011 Filed March 30, 2011 Correspondence submitted Janu |
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| February 17, 2012 |
EX-10.2 3 d303862dex102.htm GUARANTY AND SECURITY AGREEMENT, DATED FEBRUARY 16, 2012 Exhibit 10.2 Execution Version GUARANTY AND SECURITY AGREEMENT Dated as of February 16, 2012 by THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as the Borrowers, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of WELLS FARGO BANK, NATIONAL ASSOC |
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| February 17, 2012 |
EX-10.6 7 d303862dex106.htm INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 16, 2012 Exhibit 10.6 EXECUTION VERSION INTERCREDITOR AGREEMENT by and among GENERAL ELECTRIC CAPITAL CORPORATION, as ABL Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Agent, THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as Borrowers, and THE GUARANTORS PARTY |
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| February 17, 2012 |
EX-10.1 2 d303862dex101.htm TERM LOAN AGREEMENT, DATED FEBRUARY 16, 2012 Exhibit 10.1 EXECUTION VERSION TERM LOAN AGREEMENT Dated as of February 16, 2012 by and among THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, WELLS FARGO BANK, NATIONAL ASSOCIATION, fo |
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| February 17, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 16, 2012 THE TALBOTS, INC. |
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| February 17, 2012 |
Amended and Restated Credit Agreement, dated February 16, 2012 Exhibit 10.3 [EXECUTION VERSION] AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 16, 2012 by and among THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORA |
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| February 17, 2012 |
AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD ACCESS AND MONITORING AGREEMENT Amended and Restated Private Label Credit Card Access and Monitoring Agreement Exhibit 10. |
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| February 17, 2012 |
Amended and Restated Guaranty and Security Agreement, dated February 16, 2012 Exhibit 10. |
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| February 17, 2012 |
Press Release, dated February 16, 2012 Exhibit 99.1 TALBOTS ANNOUNCES NEW $75 MILLION SECURED TERM LOAN AND AMENDMENT OF $200 MILLION SECURED REVOLVING CREDIT FACILITY -Financing Transactions Facilitate Strategic Review Process -Board of Directors Continues to Explore Full Range of Strategic Alternatives HINGHAM, MA, February 16, 2012 — The Talbots, Inc. (NYSE:TLB) announced today that the Company |
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| February 15, 2012 |
Correspondence February 15, 2012 BY EDGAR SUBMISSION Ms. Tia L. Jenkins, Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: The Talbots, Inc. Form 10-K for the Fiscal Year Ended January 29, 2011 Filed March 30, 2011 Correspondence submitted January 2 |
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| February 14, 2012 |
TLB / Talbots, Inc. (THE) / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 7, 2012 |
TLB / Talbots, Inc. (THE) / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* THE TALBOTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) 12/31/2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| January 30, 2012 |
EX-2 2 a12-36711ex2.htm EX-2 Exhibit 2 STRICTLY CONFIDENTIAL January 27, 2012 Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, New York 10019 Attention: Stefan Kaluzny Managing Director Dear Mr. Kaluzny: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is dated as of January 27, 2012 by and between Sycamore Partners Management, L.L.C., a Dela |
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| January 30, 2012 |
TLB / Talbots, Inc. (THE) / Sycamore Partners, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert |
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| January 26, 2012 |
TLB / Talbots, Inc. (THE) / WELLS FARGO & COMPANY/MN Passive Investment SC 13G 1 wftalbotsinc-874161102.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TALBOTS INC (Name of Issuer) COM (Title of Class of Securities) 874161102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 20, 2012 |
Correspondence January 20, 2012 BY EDGAR SUBMISSION Ms. Tia L. Jenkins, Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: The Talbots, Inc. Form 10-K for the Fiscal Year Ended January 29, 2011 Filed March 30, 2011 Form 10-Q for the Fiscal Quarter En |
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| December 20, 2011 |
Exhibit 99.2 December 20, 2011 Stefan Kaluzny Managing Director Sycamore Partners Management, L.L.C. 9 West 57th Street, 31st Floor New York, NY 10019 Dear Mr. Kaluzny, Thank you for your letter dated December 6, 2011. Our Board of Directors has considered the terms of the proposed transaction outlined in that letter and has determined that your proposal is inadequate and substantially undervalues |
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| December 20, 2011 |
TALBOTS RESPONDS TO SYCAMORE PARTNERS COMPANY TO EXPLORE STRATEGIC ALTERNATIVES Exhibit 99.1 TALBOTS RESPONDS TO SYCAMORE PARTNERS COMPANY TO EXPLORE STRATEGIC ALTERNATIVES HINGHAM, MA, December 20, 2011 –The Talbots, Inc. (NYSE:TLB) today responded to the unsolicited proposal received on December 6, 2011 from Sycamore Partners to acquire all of Talbots outstanding shares of common stock at a price of $3.00 per share. In its response, the Company informed Sycamore Partners th |
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| December 20, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 20, 2011 THE TALBOTS, INC. |
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| December 12, 2011 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) December 2, 2011 (Date of event which requires filing |
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| December 8, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* THE TALBOTS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 874161102 (CUSIP Number) November 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: x |
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| December 8, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12552 TH |
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| December 6, 2011 |
Exhibit 1 December 6, 2011 The Board of Directors c/o Mr. Gary M. Pfeiffer Chairman of the Board of Directors The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Dear Mr. Pfeiffer: As one of Talbots’ largest shareholders, we are concerned by the Company’s rapidly deteriorating performance. We believe we are not alone in our concerns about the Company’s current condition and future direction. Sin |
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| December 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert |
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| December 5, 2011 |
TALBOTS ANNOUNCES RETIREMENT PLANS OF CHIEF EXECUTIVE OFFICER; SEARCH FOR SUCCESSOR HAS COMMENCED Exhibit 99.1 TALBOTS ANNOUNCES RETIREMENT PLANS OF CHIEF EXECUTIVE OFFICER; SEARCH FOR SUCCESSOR HAS COMMENCED HINGHAM, MA, December 5, 2011 ? The Talbots, Inc. (NYSE:TLB) today announced that its Board of Directors has formally begun the process of identifying a successor to Trudy F. Sullivan, the Company?s President and Chief Executive Officer. The Board of Directors has formed a search committe |
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| December 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 4, 2011 THE TALBOTS, INC. |
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| December 1, 2011 |
Exhibit 99.1 TALBOTS REPORTS THIRD QUARTER FISCAL 2011 RESULTS - Stronger Product and Aggressive Promotional Strategy Drives Sequential Sales Improvement -Company Implements a $50M Annualized Cost Reduction Initiative HINGHAM, MA, December 1, 2011 — The Talbots, Inc. (NYSE:TLB) today reported results for the third quarter and commented on key initiatives and actions as well as fourth quarter 2011. |
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| December 1, 2011 |
Table of Contents 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) November 29, 2011 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction (Commission (I.R.S. Em |
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| September 8, 2011 |
exv10w3 Lesli Gilbert June 6, 2011 Page 1 Exhibit 10.3 Exhibit B SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made as of the Executive’s employment commencement date, between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Lesli R Gilbert (the “Executive”). This Agreement sets forth the agreement of the parties relating to the sev |
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| September 8, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12552 THE T |
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| September 8, 2011 |
exv10w1 Exhibit 10.1 June 6, 2011 By Email Lesli R. Gilbert 128 Blue Meadow Lane Sicklerville, NJ 08081 Dear Lesli, On behalf of The Talbots, Inc. (including its subsidiaries, “Talbots” or the “Company”), we are pleased to offer you the position of Senior Vice President, Stores in accordance with the following: Base Salary, Benefits and Perquisites • Your salary will be at the rate of $375,000 per |
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| September 8, 2011 |
THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT EX-10.2 3 b85406exv10w2.htm EX-10.2 Lesli Gilbert June 6, 2011 Page 1 Exhibit 10.2 Exhibit A THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT Lesli R. Gilbert Senior Vice President, Stores c/o The Talbots, Inc. One Talbots Drive Hingham, Massachusetts 02043 Dear Lesli: This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, |
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| September 7, 2011 |
TALBOTS ANNOUNCES CHIEF CREATIVE OFFICER CHANGE exv99w2 Exhibit 99.2 TALBOTS ANNOUNCES CHIEF CREATIVE OFFICER CHANGE HINGHAM, MA, September 7, 2011 — The Talbots, Inc. (NYSE:TLB) today announced that Mr. Michael Smaldone, Chief Creative Officer, has departed the Company, effective immediately. Trudy F. Sullivan, Talbots President and Chief Executive Officer, commented, “While we have made progress in executing our brand vision and product desig |
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| September 7, 2011 |
8-K 1 b87999e8vk.htm FORM 8-K 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) September 6, 2011 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorpo |
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| September 7, 2011 |
TALBOTS REPORTS SECOND QUARTER FISCAL 2011 RESULTS EX-99.1 2 b87999exv99w1.htm EX-99.1 Exhibit 99.1 TALBOTS REPORTS SECOND QUARTER FISCAL 2011 RESULTS HINGHAM, MA, September 7, 2011 — The Talbots, Inc. (NYSE:TLB) today reported results for the quarter ended July 30, 2011 and commented on key initiatives and actions as well as third quarter 2011. Second quarter loss from continuing operations was $37.4 million, or $0.54 per share, compared to last |
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| August 2, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Talbots, Inc. (Exact name of registrant as specified in its charter) Delaware 41-1111318 (State of incorporation (I.R.S. Employer Identification or organization) No.) One Talb |
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| August 2, 2011 |
8-K 1 b87548e8vk.htm FORM 8-K Table of Contents 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): August 1, 2011 The Talbots, Inc. (Exact name of registrant as specified in its charter) Delaware 1-12552 41-1111318 (State or Other Jur |
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| August 2, 2011 |
THE TALBOTS, INC. ADOPTS STOCKHOLDER RIGHTS PLAN exv99w1 Exhibit 99.1 THE TALBOTS, INC. ADOPTS STOCKHOLDER RIGHTS PLAN Hingham, Mass., August 2, 2011 (BUSINESS WIRE) — The Talbots, Inc. (NYSE: TLB) announced today that its Board of Directors had unanimously adopted a stockholder rights plan (the “Rights Plan”) in which one common stock purchase right will be distributed as a dividend on each outstanding share of the Company’s common stock (the “ |
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| August 2, 2011 |
THE TALBOTS, INC. COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement EX-4.1 2 b87548exv4w1.htm EX-4.1 Exhibit 4.1 THE TALBOTS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issue of Right Certificates 7 Section 4. Form of Right Certificates 9 Section 5. Countersignature and Registration 10 Section 6. Transfer, Split Up, Combination an |
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| August 1, 2011 |
Exhibit 99.2 TRADING DATA Alligator Investors, L.L.C. Shares of Common Stock Purchased Price Per Share ($) (1) Date of Purchase 129,000 $ 3.0538 7/25/11 1,500,000 $ 3.1032 7/26/11 659,400 $ 3.1584 7/27/11 1,305,386 $ 3.5183 7/28/11 Sycamore Partners, L.P. None. Sycamore Partners GP, L.L.C. None. Sycamore Partners MM, L.L.C. None. Panther Investors, L.L.C. Shares of Common Stock Purchased Price Per |
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| August 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) Robert F. Wall, Esq. Winst |
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| August 1, 2011 |
EX-99.1 2 a11-232441ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with |
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| July 11, 2011 |
SC 13G/A 1 secfiling.htm SEC FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) June 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| June 29, 2011 |
Exhibit 24 POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints each of Richard T. |
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| June 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010. o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-12552 A. Full tit |
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| June 8, 2011 |
10-Q 1 b83240e10vq.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com |
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| June 7, 2011 |
e8vk 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) June 7, 2011 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 7, 2011 |
exv99w1 Exhibit 99.1 TALBOTS REPORTS FIRST QUARTER FISCAL 2011 RESULTS - Earnings Per Share of $0.01; Adjusted Earnings Per Share of $0.08 -Operating Income of $3.2M; Adjusted Operating Income of $7.6M - Company Comments on Second Quarter HINGHAM, MA, June 7, 2011 — The Talbots, Inc. (NYSE:TLB) today reported results for the quarter ended April 30, 2011. First quarter income from continuing operat |
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| May 25, 2011 |
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) May 19, 2011 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 25, 2011 |
AMENDED AND RESTATED THE TALBOTS, INC. ARTICLE I exv3w1 Exhibit 3.1 Approved May 19, 2011 AMENDED AND RESTATED BY-LAWS OF THE TALBOTS, INC. ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be fixed by resolution of the Board of Directors from time to time. Subject to the other provis |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commissi |
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| April 8, 2011 |
Table of Contents SCHEDULE 14A INFORMATION 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 o Check the appropriate box: o Preliminary Proxy Statement x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to ?240. |
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| April 8, 2011 |
SCHEDULE 14A INFORMATION 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 o Check the appropriate box: o Preliminary Proxy Statement o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to ?240. |
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| March 30, 2011 |
THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT EX-10.35 2 b84980exv10w35.htm EX-10.35 Exhibit 10.35 [DATE] THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT To: [NAME] We are pleased to notify you that by the determination of the Compensation Committee (the “Committee”) of the Board of Directors of The Talbots, Inc. (together with its subsidiaries, the “Company”) a nonqualified stock option to purc |
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| March 30, 2011 |
EX-10.79 4 b84980exv10w79.htm EX-10.79 Exhibit 10.79 November 18, 2010 [Name] c/o The Talbots, Inc. One Talbots Drive Hingham, MA 02043 Re: CODE SECTION 409A AMENDMENT Dear [First Name], This is to confirm that notwithstanding anything to the contrary in any severance, change in control or employment agreement or arrangement between you and the Company (collectively, the “agreements”), it is the i |
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| March 30, 2011 |
THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN RESTRICTED STOCK AGREEMENT EX-10.36 3 b84980exv10w36.htm EX-10.36 Exhibit 10.36 [DATE] THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN RESTRICTED STOCK AGREEMENT To: [NAME] The undersigned acknowledges receipt from The Talbots, Inc. (together with its subsidiaries, the “Company” or “Talbots”) of (i) this Restricted Stock Agreement (the “Agreement”) providing the terms and conditions of a grant of restricted stoc |
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| March 30, 2011 |
exv21w1 Exhibit 21.1 LIST OF SUBSIDIARIES OF THE TALBOTS, INC. Name of subsidiary Organized under the laws of Talbots Classics, Inc. Massachusetts The Talbots Group, Limited Partnership Massachusetts J. Jill, GP Massachusetts J. Jill, LLC New Hampshire Talbots Import, LLC Delaware Birch Pond Realty Corporation Delaware Talbots International Retailing Limited, Inc. Delaware Talbots Classics Finance |
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| March 30, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12552 THE TALBOTS |
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| March 24, 2011 |
exv99w1 Exhibit 99.1 TALBOTS REPORTS FOURTH QUARTER AND FISCAL YEAR 2010 RESULTS - Fourth Quarter Loss Per Share of $0.04; Fourth Quarter Adjusted Loss Per Share of $0.14 - Full Year EPS of $0.11; Full Year Adjusted EPS of $0.61 - Total Outstanding Debt of $25.5 Million at Year-End - Company Comments on First Quarter and Full Year 2011 Hingham, MA, March 24, 2011 — The Talbots, Inc. (NYSE:TLB) tod |
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| March 24, 2011 |
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 24, 2011 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* THE TALBOTS, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 874161102 (CUSIP Number) December 31, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 11, 2011 |
sc13gza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* THE TALBOTS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 874161102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is f |
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| February 11, 2011 |
EXHIBIT 99.1 — JOINT FILING AGREEMENT EX-99.1 2 c62860z4exv99w1.htm EX-99.1 Exhibit 99.1 EXHIBIT 99.1 — JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none o |
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| February 10, 2011 |
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) February 10, 2011 The Talbots, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| February 9, 2011 |
SC 13G 1 talbots.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* THE TALBOTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) 01/31/2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| January 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 16)1 THE TALBOTS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 874161-10-2 (CUSIP Number) December 31, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| December 21, 2010 |
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) December 20, 2010 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| December 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Talbots, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874161102 (CUSIP Number) November 30, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| December 7, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12552 TH |
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| December 7, 2010 |
exv99w1 Exhibit 99.1 TALBOTS REPORTS THIRD QUARTER RESULTS - EPS of $0.24 and Adjusted EPS of $0.27 - - Income from Continuing Operations Increased 9.8% to $17.0 Million - - Net Sales Decreased 3.2% Hingham, MA, December 7, 2010 — The Talbots, Inc. (NYSE:TLB) today reported results for the third quarter and year-to-date period ended October 30, 2010 and commented on its outlook for the fourth quar |
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| December 7, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) December 7, 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 incorpora |
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| October 28, 2010 |
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 28, 2010 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Number |
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| October 19, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) The Talbots, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 874161102 (CUSIP Number of Class of Securities) Andrew N. Siegel, Esq. General Counsel Perella Weinberg Partners Group LP 767 Fifth Avenue New York, NY 10153 (212) 287-3200 |
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| October 5, 2010 |
Exhibit 99.1 TALBOTS TO UPDATE INVESTORS ON COMPANY?S TRANSFORMATION AND THREE-YEAR STRATEGIC PLAN AT INVESTOR MEETING Company Outlines Initiatives to Drive Long-Term Sales Growth and Increase Profitability - - Targets Top-Line Sales Growth of 4% to 6% (CAGR) from 2010 through 2013 - - - Expects to Achieve Adjusted Operating Income of Approximately 12% in 2013 - Company Updates Outlook for Third Q |
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| October 5, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits Table of Contents 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 5, 2010 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commi |
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| September 8, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12552 THE T |
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| September 8, 2010 |
Exhibit 99.1 FOR IMMEDIATE RELEASE TALBOTS REPORTS SECOND QUARTER RESULTS Strategic Initiatives Deliver Significant Improvement in Operating Results - EPS of $0.01 and Adjusted EPS of $0.14 - -Operating Income of $8.7M and Adjusted Operating Income of $12.5M - -Total Sales Decreased 1.3% to $300.7M - -Total Debt Decreased $459.7M to $37.4M Hingham, MA, September 8, 2010 ? The Talbots, Inc. (NYSE:T |
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| September 8, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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) September 8, 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. Em |
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| August 31, 2010 |
FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 31, 2010 (this ?Amendment?), modifies that certain Credit Agreement, dated as of April 7, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the ?Credit Agreement?), among THE TALBOTS, INC., a Delaware corporation (the ?Company?), THE TAL |
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| August 31, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) August 31, 2010 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 31, 2010 |
MASTER AGREEMENT STANDBY LETTERS OF CREDIT TERMS AND CONDITIONS EX-10.3 4 b82519exv10w3.htm EX-10.3 EXHIBIT 10.3 MASTER AGREEMENT FOR STANDBY LETTERS OF CREDIT TERMS AND CONDITIONS General Electric Capital Corporation 201 Merritt Seven Norwalk, CT 06856 The undersigned (“Applicant”) will require, from time to time, Standby Letters of Credit. General Electric Capital Corporation (“GE Capital”) will, upon Applicant’s application therefor, and to the extent such |
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| August 31, 2010 |
MASTER AGREEMENT DOCUMENTARY LETTERS OF CREDIT TERMS AND CONDITIONS EX-10.2 3 b82519exv10w2.htm EX-10.2 EXHIBIT 10.2 MASTER AGREEMENT FOR DOCUMENTARY LETTERS OF CREDIT TERMS AND CONDITIONS General Electric Capital Corporation 201 Merritt Seven Norwalk, CT 06856 The undersigned (“Applicant”) will require, from time to time, Documentary Letters of Credit. General Electric Capital Corporation (“GE Capital”) will, upon Applicant’s application therefor, and to the exte |
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| June 29, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009. o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-12552 A. Full tit |
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| June 29, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009. o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-12552 A. Full tit |
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| June 18, 2010 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 2 b81415exv99w1.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 7, 2010, The Talbots, Inc. (“Talbots” or the “Company”) completed a series of transactions, consisting of: (i) the merger (the “Merger”) of Tailor Acquisition, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, with and into BPW Acquisition Corp. (“BPW”), immediately f |
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| June 18, 2010 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 of incorporation) (Comm |
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| June 8, 2010 |
EX-4.1 2 b81238exv4w1.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between THE TALBOTS, INC. and COMPUTERSHARE INC., as Warrant Agent Dated as of April 9, 2010 Warrants To Purchase Common Stock 1 TABLE OF CONTENTS 1. Definitions 1 2. Warrant Certificates 7 2.1. Issuance of Warrants 7 2.2. Form of Warrant Certificates 7 2.3. Execution and Delivery of Warrant Certificates 7 3. Exercise and Expiration of |
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| June 8, 2010 |
Re: Board of Director Compensation – exv10w10 Exhibit 10.10 [DATE] [Name] [Address] Re: Board of Director Compensation – Restricted Stock Unit Award Dear : The purpose of this agreement is to confirm that, effective , 20, you have been awarded restricted stock units of Talbots common stock under the Talbots Restated Directors Stock Plan, the terms of which are incorporated herein, as part of your compensation for service as a Talbots |
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| June 8, 2010 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Julie Lorigan Senior Vice President, Investor and Media Relations (781) 741-7775 Melissa Jaffin/Jessica Liddell – Investor/Media Relations Berns Communications Group (212) 994-4660 TALBOTS REPORTS STRONG FIRST QUARTER RESULTS -Operating Income Increased $25.1 Million -Adjusted Operating Income Increased $47.5 Million -Net Sales Increased 4.7% -Significan |
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| June 8, 2010 |
The Talbots, Inc. Non-Employee Director Compensation Program EX-10.9 5 b81238exv10w9.htm EX-10.9 Exhibit 10.9 The Talbots, Inc. Non-Employee Director Compensation Program Retainer Fees Under the proposed non-employee director compensation program, annual retainer fees would be established as follows: • Each non-employee director will receive an annual cash retainer of $50,000. • The Non-Executive Chairman of the Board will receive an annual cash retainer of |
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| June 8, 2010 |
Exhibit 4.4 WARRANT AGREEMENT between THE TALBOTS, INC. and COMPUTERSHARE INC., as Warrant Agent Dated as of April 7, 2010 Warrants To Purchase Common Stock TABLE OF CONTENTS 1. Definitions 1 2. Warrant Certificates 6 2.1. Issuance of Warrants 6 2.2. Form of Warrant Certificates 7 2.3. Execution and Delivery of Warrant Certificates 7 3. Exercise and Expiration of Warrants 8 3.1. Right to Acquire C |
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| June 8, 2010 |
EX-10.11 7 b81238exv10w11.htm EX-10.11 Exhibit 10.11 [DATE] [Name] [Address] Dear : This will confirm that, in accordance with the Restated Directors Stock Plan (the “Plan”) of The Talbots, Inc. (the “Company”), the terms of which are incorporated herein, you have been granted an Option for shares of Talbots common stock effective , 20 (“Grant Date”). Details of Option Grant The exercise price for |
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| June 8, 2010 |
2010 Management Incentive Plan – Performance Criteria EX-10.13 9 b81238exv10w13.htm EX-10.13 Exhibit 10.13 2010 Management Incentive Plan – Performance Criteria Under the Management Incentive Program (“MIP”) of The Talbots, Inc. (the “Company”), based on and subject to achieving pre-established financial performance goals, cash incentive awards may be made annually to those eligible management employees who are in certain position levels within the C |
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| June 8, 2010 |
EX-10.12 8 b81238exv10w12.htm EX-10.12 Exhibit 10.12 [Date] [Name] [Address] Dear : It is my pleasure to advise you that, in accordance with the Restated Directors Stock Plan, the terms of which are incorporated herein, you have been granted, effective , 20, an Option for an additional shares of Talbots common stock. The exercise price for each share of common stock subject to this Option is $ per |
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| June 8, 2010 |
10-Q 1 b81238e10vq.htm THE TALBOTS, INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t |
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| June 8, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) June 8, 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 |
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| June 8, 2010 |
exv10w8 Exhibit 10.8 January 17, 2008 By Overnight Mail Lizanne Nielsen-Kindler 115 Sunnyside Avenue Pleasantville, NY 10570 Dear Lizanne, On behalf of The Talbots, Inc. (including its subsidiaries, “Talbots” or the “Company”) and subject to review and approval by the Company’s Board of Directors, we are pleased to offer you the position of Senior Vice President/General Merchandise Manager, Talbot |
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| May 21, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 16, 2010 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 21, 2010 |
Submission of Matters to a Vote of Security Holders 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): May 20, 2010 THE TALBOTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12552 41-1111318 (State or other jurisdiction of incorporation) (Commission File Number) ( |
