TALBOTS INC
8-K, 2000-06-30
WOMEN'S CLOTHING STORES
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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)         June 1, 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.


         The Talbots,  Inc.  ("Talbots") and JUSCO (U.S.A.),  Inc. ("JUSCO USA")
entered  into  the  Fifth  Extension  of  Share  Repurchase  Program  ("Extended
Program")  dated as of June 1,  2000,  following  the  approval  of the Board of
Directors of Talbots of the fifth extension of its stock  repurchase  program to
acquire up to an  additional  $20  million of its  outstanding  shares of common
stock, $0.01 par value per share ("Common Stock") over a two year period.


         Under the Extended Program Talbots  purchases shares on the open market
and purchases a proportionate  number of shares from JUSCO USA so as to maintain
substantially the same percentage ownership of Talbots between JUSCO USA and the
public  shareholders.  The price of the Common Stock purchased from JUSCO USA is
equal to the  weighted  average  price of the  Common  Stock  paid to the public
shareholders.

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

         (c)      Exhibits.

         Exhibit 10.35        Fifth Extension of Share Repurchase  Program
                              dated as of June 1, 2000 between The Talbots, Inc.
                              and JUSCO (U.S.A.), Inc.



<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:   June 30, 2000              By:  _______________________________
                                               Carol Gordon Stone
                                         Vice President, Corporate Controller



<PAGE>



                                  EXHIBIT INDEX

         Exhibit 10.35        Fifth Extension of Share Repurchase  Program
                              dated as of June 1, 2000 between The Talbots, Inc.
                              and JUSCO (U.S.A.), Inc.


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