TALBOTS INC
8-K, 2000-05-18
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                       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 14, 2000
                                                                ----------------




                                THE TALBOTS, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



  Delaware                           1-12552                 41-1111318
- --------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission              (I.R.S. Employer
  of Incorporation)                 File Number)             Identification No.)




175 Beal Street, Hingham, Massachusetts                        02043
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)




Registrant's telephone number, including area code            (781) 749-7600
                                                              ------------------



<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.       Other Events.


         On April 14, 2000,  The  Norinchukin  Bank approved an extension of its
Revolving  Credit  Agreement dated as of January 25, 1994, First Amendment dated
as of November  21, 1995,  Second  Amendment  dated as of April 18, 1996,  Third
Amendment dated as of April 17, 1998 and Fourth  Amendment dated as of April 16,
1999, between The Talbots, Inc. ("Talbots")  and The Norinchukin Bank.


         On April 17, 2000, The Bank of Tokyo-Mitsubishi  Trust Company approved
and accepted an extension  of its Credit  Agreement  dated as of April 17, 1998,
and First Amendment to Credit  Agreement  dated April 17, 1999,  between Talbots
and The Bank of Tokyo-Mitsubishi Limited.


         On April 19,  2000,  The  Dai-Ichi  Kangyo  Bank,  Limited  approved an
extension of its Revolving Credit Agreement dated as of April 14, 1998,  between
Talbots and The Dai-Ichi Kangyo Bank, Limited.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits.


         Exhibit 99.1      Acceptance  of  Extension  dated April 14, 2000
                           from The Norinchukin Bank to Talbots.

         Exhibit 99.2      Acceptance  of  Extension  dated April 17, 2000
                           from The Bank of  Tokyo-Mitsubishi  Trust  Company to
                           Talbots.

         Exhibit 99.3      Confirmation  of Extension dated April 19, 2000
                           from The Dai-Ichi Kangyo Bank, Limited to Talbots.



<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                 THE TALBOTS, INC.


                                      CAROL GORDON STONE
Dated:   May 18, 2000           By:  ____________________________________
                                      Carol Gordon Stone
                                      Vice President, Corporate Controller



<PAGE>



                                  EXHIBIT INDEX

         Exhibit 99.1      Acceptance  of  Extension  dated April 14, 2000
                           from The Norinchukin Bank to Talbots.

         Exhibit 99.2      Acceptance  of  Extension  dated April 17, 2000
                           from The Bank of  Tokyo-Mitsubishi  Trust  Company to
                           Talbots.

         Exhibit 99.3      Confirmation  of Extension dated April 19, 2000
                           from The Dai-Ichi Kangyo Bank, Limited to Talbots.






                      [Letterhead of The Norinchukin Bank]


                             Acceptance Of Extension



                                                         April 14, 2000



To:      The Talbots, Inc.

         Re:      Revolving Credit Agreement dated as of January 25, 1994; First
                  Amendment,  dated as of November 21, 1995;  Second  Amendment,
                  dated as of April 18, 1996; Third Amendment, dated as of April
                  17, 1998; and Fourth  Amendment  Agreement,  dated as of April
                  16,  1999,  between The  Talbots,  Inc. as  borrower,  and The
                  Norichukin Bank (the "Agreement")
                  --------------------------------------------------------------

Dear Sirs:

Pursuant to Section 14 (j)(ii) of the Agreement,  we hereby  irrevocably  accept
your one year  extension  of the  Revolving  Credit  Period  (as  defined in the
Agreement) so that the Revolving Credit Period would expire on April 17, 2002.

Very truly yours,

The Norinchukin Bank,
New York Branch


     YOSHIRO NIIRO
By:________________________
     Yoshiro Niiro
     General Manager





               [Letterhead of The Bank of Tokyo-Mitsubishi, Ltd.]




April 17, 2000


To:      Mr. Edward L. Larsen
         Senior Vice President, Finance
         The Talbots, Inc.


                             ACCEPTANCE OF EXTENSION

RE:      Credit  Agreement  dated as of April 17, 1998,  and First  Amendment to
         Credit  Agreement  dated April 17, 1999,  between The Talbots,  Inc. as
         borrower,  and The Bank of Tokyo-Mitsubishi  Ltd., New York Branch (the
         "Agreement")


Dear Sir:

         Pursuant  to  Section  1(h) of the  Agreement,  we hereby  accept  your
request for  one-year  extension  of the Credit  Facility  Termination  Date (as
defined in the  Agreement) so that the Credit  Facility  Termination  Date would
expire on April 17, 2002.

             Very truly yours,


             The Bank of Tokyo-Mitsubishi Ltd., New York Branch



             TAKAHARU SAEGUSA
         By:----------------------------
             Takaharu Saegusa
             Deputy General Manager

cc:      Mr. N. Kaida/Jusco (U.S.A.), Inc.




                 [Letterhead of The Dai-Ichi Kangyo Bank, Ltd.]



                            CONFIRMATION OF EXTENSION

                                                         April 19, 2000

THE TALBOTS, INC.
175 Beal Street
Hingham, MA  02043


         Re:      Revolving Credit Agreement made as of April 14, 1998,  between
                  The Talbots,  Inc. as borrower,  and The Dai-Ichi Kangyo Bank,
                  Limited (the "Agreement")
                  --------------------------------------------------------------

Dear Sirs:

We are  pleased  to confirm  with you the one year  extension  of the  Revolving
Credit  according  to Section  14(j)(i) of the  Agreement.  The new expiry dated
April 17, 2002.

                                             Very truly yours,

                                             THE DAI-ICHI KANGYO BANK, LTD.
                                             NEW YORK BRANCH

                                             TAKASHI HORIE
                                          By:-----------------------------------
                                             Takashi Horie
                                             Senior Vice President
                                             & Department Head

cc:      Mr. Natsuki Kaida
         Jusco (U.S.A.), Inc.



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