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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
J.Crew Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
46612H402
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(CUSIP Number)
Millard S. Drexler
J. Crew Group, Inc.
770 Broadway
New York, NY 10003
(212) 209-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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July 25, 2007
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 46612H402 Page 2 of 7 pages
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1 NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Millard S. Drexler I.R.S. #
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
3,023,509
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 5,506,744
PERSON WITH
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9 SOLE DISPOSITIVE POWER
3,023,509
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10 SHARED DISPOSITIVE POWER
5,506,744
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,530,253
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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This Amendment No. 2 amends the Schedule 13D (the "Original Schedule 13D")
filed on behalf of Millard S. Drexler, an individual (the "Reporting Person"),
on July 6, 2006, as amended by Amendment No. 1 to Schedule 13D, filed on behalf
of the Reporting Person on May 17, 2007 ("Amendment No. 1"), relating to the
common stock, par value $.01 per share (the "Common Stock"), of J.Crew Group,
Inc. (the "Company").
This Amendment No. 2 is additionally being filed to correct certain
clerical errors contained in Amendment No. 1, specifically in respect of the
reported grants to the Reporting Person on May 15, 2007 of (i) 200,000
restricted shares of Common Stock and (ii) options to purchase 50,000 shares of
Common Stock. This Amendment No. 2 correctly reports that such grants to the
Reporting Person were (i) 50,000 restricted shares of Common Stock and (ii)
options to purchase 200,000 shares of Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to the initial public offering of the Company, which closed on July
3, 2006 (the "IPO"), the Reporting Person (a) owned 2,335,557 shares of Common
Stock, of which (i) 552,117 shares were acquired upon the exercise of stock
options that were issued to the Reporting Person pursuant to the Company's stock
option plans, (ii) 1,783,440 shares were granted under the Company's equity
incentive plan, 649,934 shares of which are unvested restricted shares, and
(iii) 508,194 shares were transferred to the MSD GRAT, a trust of which the
Reporting Person is a trustee and shares voting and dispositive power (the
"Trust"); and (b) was granted options to purchase 1,402,057 shares that are
exercisable within the next sixty days. The Reporting Person paid (a) $800,000
for the purchase of 1,404,040 Shares (as defined below in Item 6) purchased
pursuant to the terms of a Services Agreement between the Company and the
Reporting Person, dated January 24, 2003 (the "Services Agreement"), (b)
$200,000 for the grant of an option to exercise up to 1,080,032 shares of Common
Stock pursuant to the terms of the Services Agreement and (c) $1,945,159.40 in
connection with the exercise of stock options.
The Reporting Person held a 97.5% membership interest in MDJC LLC ("MDJC"),
an entity that was controlled by the Reporting Person and which held 3,280,478
shares of Common Stock of the Company (the "MDJC Shares"). On January 23, 2007,
in connection with the dissolution of MDJC, MDJC distributed the MDJC Shares of
which (i) 2,283,213 were distributed to the Reporting Person and (ii) 997,265
shares of which were distributed to the Trust.
On May 15, 2007, 50,000 restricted shares of the Company's Common Stock
(the "Restricted Shares") were granted to the Reporting Person pursuant to an
equity incentive plan of the Company. The Restricted Shares will vest in two
equal installments on May 15, 2011 and May 15, 2012 subject to the Company's
satisfaction of certain performance criteria.
On January 27, 2007, the Reporting Person transferred a total of 388,618
shares of Common Stock to The Drexler Family Revocable Trust (the "Family
Trust") for which the Reporting Person and his spouse, Peggy Fishman Drexler
("Mrs. Drexler"),
Page 3 of 7 Pages
are trustees. On July 25, 2007, the Reporting Person transferred another
3,612,568 shares of Common Stock to the Family Trust.
All of the funds required to acquire the shares of Common Stock
beneficially owned by the Reporting Person were obtained from the personal funds
of the Reporting Person.
Item 4. Purpose of Transaction.
The Reporting Person has no plans or proposals that relate to or would
result in: (a) the acquisition of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
The information required by Item 4 not otherwise provided herein is set
forth in Item 3 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) As of July 25, 2007, the Reporting Person may be deemed to beneficially
own 8,530,253 shares of Common Stock, representing 13.4% of the outstanding
Common Stock, based on the 60,919,086 shares of Common Stock outstanding on May
31, 2007, as represented by the Company in its Quarterly Report on Form 10-Q,
filed on June 14, 2007.
(b) The information required by Item 4(b) not otherwise provided herein is
set forth in Rows 7 - 10 of the cover page for the Reporting Person and is
incorporated herein by reference. The Reporting Person shares the power to vote
or to direct the vote and to dispose or to direct the disposition of (i) the
1,505,459 shares of Common Stock owned by the Trust and (ii) the 4,001,286
shares of Common Stock owned by the Family Trust with his spouse, Mrs. Drexler.
Mrs. Drexler is a self-employed research psychologist/author. Her business
address is care of the Company. The Company's address is set forth in Item 2(b)
and is incorporated herein by reference. Mrs. Drexler, during the last five
years, has not been
Page 4 of 7 Pages
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, Mrs. Drexler has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Mrs. Drexler is a United States citizen.
(c) The information required by Item 5(c) is set forth in Item 3 and is
incorporated herein by reference.
(d) Mrs. Drexler has the right to receive half of the proceeds from any
dividend or sale of the Reporting Person's Common Stock under the community
property law of the State of California.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person entered into an amended and restated employment
agreement with the Company, dated October 20, 2005 (the "Employment Agreement"),
a copy of which is incorporated herein by reference as Exhibit C. Under the
terms of the Employment Agreement, if the Company terminates the employment of
the Reporting Person without "cause" or the Reporting Person terminates his
employment for "good reason" (each as defined in the employment agreement), the
Reporting Person will be entitled to receive, among other things, the
accelerated vesting of any unvested restricted shares and/or unvested stock
options as provided for in any applicable grant agreement.
The Reporting Person entered into a Stockholders' Agreement, dated January
24, 2003, with the Company and TPG Partners II, L.P. ("TPG Partners"), relating
to the shares of Common Stock owned, directly or indirectly, by him and any
other shares of Common Stock that the Reporting Person may subsequently acquire
(the "Shares"), a copy of which is incorporated herein by reference as Exhibit D
(the "Stockholders Agreement"). Under the terms of the Stockholders Agreement
that survived the consummation of the IPO: (i) the Reporting Person has the
right (a) to include the Shares in any registered offering of Common Stock that
includes shares of Common Stock held by TPG Partners and (b) one year after the
consummation of the IPO, to require the Company to register the Shares under the
Securities Exchange Act of 1934, as amended; (ii) if a third party acquires all
or substantially all of the Company's shares and TPG Partners intends to
transfer its shares to such purchaser (a "Sale Transaction"), TPG Partners may
require the Reporting Person to transfer the Shares; and (iii) the Reporting
Person has the right to transfer the Shares in a Sale Transaction.
Amendment No. 1 to Stockholders Agreement, by and among the Company, TPG
Partners, TPG Parallel II, L.P., TPG Investors II, L.P. and TPG 1999 Equity II,
L.P., the form of which is attached hereto as Exhibit E (the "Amended
Stockholders Agreement")
Page 5 of 7 Pages
was entered into by the parties thereto on July 3, 2006. Under the terms of the
Amended Stockholders Agreement, (i) TPG Parallel II, L.P., TPG Investors II,
L.P. and TPG 1999 Equity II, L.P. were added as parties to the Stockholders
Agreement, and all references to "TPG Partners II, L.P." and the "Majority
Stockholder" in the Stockholders Agreement are deemed to include collectively
TPG Partners, TPG Parallel II, L.P., TPG Investors II, L.P. and TPG 1999 Equity
II, L.P.; (ii) the termination provision was amended such that Section 3 and
Section 5 of the Stockholders Agreement will terminate if (a) in the written
opinion of counsel to the Company, all of the Shares then owned by the Reporting
Person could be sold in any 90-day period pursuant to Rule 144 (without giving
effect to the provisions of Rule 144(k)) or (b) all of the Shares held by the
Reporting Person have been sold in a registration pursuant to the Securities Act
of 1933, as amended, or pursuant to Rule 144; (iii) in the event that a proposed
offering by the Reporting Person is underwritten, the Company may ratably reduce
the number of shares the Reporting Person and any other selling stockholder may
sell in such offering to the extent that the underwriter informs the Company in
writing that the number of shares of Common Stock requested to be included in
such registration exceeds the number which can be sold in such offering within a
price range acceptable to the Reporting Person; and (iv) the Company shall bear
all costs of preparing and filing the registration statement, and shall
indemnify and hold harmless, to the extent customary and reasonable, the seller
of any shares of Common Stock covered by such registration statement.
On May 15, 2007, the Company granted the Reporting Person an option to
purchase 200,000 shares of Common Stock. The option will vest in two equal
installments on May 15, 2011 and May 15, 2012.
The information required by Item 6 not otherwise provided herein is set
forth in Item 5(d) and is incorporated herein by reference.
Page 6 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 27, 2007
/s/ Millard S. Drexler
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Millard S. Drexler