SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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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May 15, 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 6 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
7,174,695
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8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 1,505,459
BY EACH REPORTING ----------- -------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,174,695
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10 SHARED DISPOSITIVE POWER
1,505,459
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,680,154
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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)
13.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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This Amendment No. 1 amends the Schedule 13D (the "Original Schedule 13D")
filed on behalf of Millard S. Drexler, an individual (the "Reporting Person") on
July 6, 2006, relating to the common stock, par value $.01 per share (the
"Common Stock"), of J.Crew Group, Inc. (the "Company").
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 in 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.
In addition, on May 15, 2007, 200,000 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 over a three-year period subject to the Company's satisfaction of certain
performance criteria.
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,
Page 3 of 6 Pages
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 May 15, 2007, the Reporting Person may be deemed to beneficially
own 8,680,154 shares of Common Stock, representing 13.9% of the outstanding
Common Stock, based on the 59,929,250 shares of Common Stock outstanding on
April 18, 2007, as represented by the Company in its Definitive Proxy Statement
on Schedule 14A, filed on May 4, 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 the
1,505,459 shares of Common Stock owned by the Trust with his spouse, Peggy
Fishman Drexler ("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 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 the second
paragraph of 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.
Page 4 of 6 Pages
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.
It is expected that 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") will be entered into by the parties thereto in
the near future. 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. shall be
added as parties to the Stockholders Agreement, and all references to "TPG
Partners II, L.P." and the "Majority Stockholder" in the Stockholders Agreement
shall be 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
shall be 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 50,000 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 5 of 6 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: May 17, 2007
/s/ Millard S. Drexler
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Millard S. Drexler