425

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 6, 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)	File Number)	Identification No.)

One Talbots Drive, Hingham, Massachusetts	02043
(Address of principal executive offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2010, a Stipulation (the “Stipulation”) entered into by The Talbots, Inc. (“Talbots” or the “Company”), the Company’s board of directors; AEON (U.S.A.), Inc.; BPW Acquisition Corp. (“BPW”); Perella Weinberg Partners LP, a financial advisor to the audit committee of the board of directors of the Company and an affiliate of Perella Weinberg Partners Acquisition LP, one of the sponsors of BPW; the Vice Chairman, Chief Executive Officer, and Senior Vice President of BPW and John C. Campbell (“Plaintiff”) was filed in the Court of Chancery of the State of Delaware (the “Chancery Court”) with respect to the previously disclosed putative class and derivative action captioned Campbell v. The Talbots, Inc., et al., C.A. No. 5199-VCS.

Pursuant to the Stipulation, Plaintiff has withdrawn its motion for a preliminary injunction to enjoin consummation of the proposed merger and related transactions between the Company and BPW. In exchange, the Company has agreed to implement and maintain certain corporate governance measures, subject to the terms and conditions specified in the Stipulation. The Stipulation does not constitute dismissal, settlement or withdrawal of Plaintiff’s claims in the litigation and there is no assurance the parties will finally settle and discharge such claims.

The foregoing summary does not purport to be complete and is qualified in its entirety by the terms and conditions of the Stipulation, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Stipulation, dated March 6, 2010.

Cautionary Statement and Certain Risk Factors to Consider

     In addition to the information set forth in this Form 8-K, you should carefully consider the risk factors and risks and uncertainties included in each of Talbots and BPW’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as in this Form 8-K below.

     This Form 8-K contains forward-looking information. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,” “outlook,” “will,” “would,” “should,” “potential,” or similar statements or variations of such terms. All of the information concerning Talbots or BPW’s outlook, future liquidity, future financial performance and results, future credit facilities and availability, future cash flows and cash needs, and other future financial performance or financial position, as well as assumptions underlying such information, constitute forward-looking information. Forward looking statements are based on a series of expectations, assumptions, estimates and projections about BPW and/or Talbots, are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning liquidity, internal plans, regular-price and markdown selling, operating cash flows, and credit availability for all forward periods. Business and forward-looking statements involve substantial known and unknown risks and uncertainties, including the following risks and uncertainties:

• Talbots and BPW’s ability to satisfy the conditions to consummation of the contemplated transactions;

• BPW’s and Talbots ability to obtain the necessary participation of BPW warrant holders in the exchange of BPW warrants for Talbots stock or warrants;

• Talbots ability to satisfy the conditions to the $200 million credit commitment provided by GE or, failing that, to obtain sufficient alternative financing on a timely basis;

• the availability of proceeds of the BPW trust account following any exercise by stockholders of their conversion rights and the incurrence of transaction expenses;

• the continuing material impact of the deterioration in the U.S. economic environment over the past two years on Talbots business, continuing operations, liquidity, financing plans, and financial results, including substantial negative impact on consumer discretionary spending and consumer confidence, substantial loss of household wealth and savings, the disruption and significant tightening in the U.S. credit and lending markets, and potential long-term unemployment levels;

• Talbots level of indebtedness and its ability to refinance or otherwise address its short-term debt maturities, including all Aeon short-term indebtedness due April 16, 2010, on the terms or in amounts needed to satisfy maturities and to address its longer-term liquidity and cash needs, as well as its working capital, strategic initiatives and other cash requirements;

• any lack of sufficiency of available cash flows and other internal cash resources to satisfy all future operating needs and other Talbots cash requirements;

• satisfaction of all borrowing conditions under all Aeon credit facilities including no events of default, accuracy of all representations and warranties, solvency conditions, absence of material adverse effect or change, and all other borrowing conditions;

• risk of any default under Talbots Aeon credit facilities;

• Talbots ability to achieve its 2009 financial plan for operating results, working capital, liquidity and cash flows;

• risks associated with Talbots appointment of and transition to a new exclusive global merchandise buying agent and that the anticipated benefits and cost savings from this arrangement may not be realized or may take longer to realize than expected, and risk that upon any cessation of the relationship for any reason Talbots would be able to successfully transition to an internal or other external sourcing function;

• Talbots’ ability to continue to purchase merchandise on open account purchase terms at existing or future expected levels and with extended payment of accounts payable and risk that suppliers could require earlier or immediate payment or other security due to any payment concern or timing;

• risks and uncertainties in connection with any need to source merchandise from alternate vendors;

• any disruption in Talbots’ supply of merchandise;

• Talbots ability to successfully execute, fund, and achieve supply chain initiatives, anticipated lower inventory levels, cost reductions, and other initiatives;

• the risk that anticipated benefits from the sale of the J. Jill brand business may not be realized or may take longer to realize than expected and the risk that estimated or anticipated costs, charges and liabilities to settle and complete the transition and exit from and disposal of the J. Jill brand business, including both retained obligations and contingent risk for assigned obligations, may materially differ from or be materially greater than anticipated;

• Talbots ability to accurately estimate and forecast future regular-price and markdown selling, operating cash flows and other future financial results and financial position;

• the success and customer acceptance of Talbots merchandise offerings;

• future store closings and success of and necessary funding for closing underperforming stores;

• risk of impairment of goodwill and other intangible and long-lived assets; and

• the risk of continued compliance with NYSE continued listing conditions.

All of the forward-looking statements are as of the date of this Form 8-K only. In each case, actual results may differ materially from such forward-looking information. Neither Talbots nor BPW can give any assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of

or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this Form 8-K or included in Talbots and/or BPW’s periodic reports filed with the Securities and Exchange Commission could materially and adversely affect Talbots and/or BPW’s continuing operations and Talbots and/or BPW’s future financial results, cash flows, prospects, and liquidity. Except as required by law, neither Talbots nor BPW undertakes or plans to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances affecting such forward-looking statements occurring after the date of this Form 8-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by Talbots and BPW following this Form 8-K which modify or impact any of the forward-looking statements contained in this Form 8-K will be deemed to modify or supersede such statements in this Form 8-K.

Important Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. Talbots has filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 containing a prospectus/proxy statement/information statement regarding the proposed merger transaction between Talbots and BPW. The final prospectus/proxy statement/information statement and a supplement thereto regarding the proposed merger transaction have been mailed to stockholders of Talbots and BPW. In connection with the exchange offer, Talbots has filed with the SEC, a tender offer statement, a Registration Statement on Form S-4 including a prospectus/offer to exchange, and other related documentation. The prospectus/offer to exchange and related offer documents have been mailed to warrantholders of BPW. Investors and security holders are urged to read the final prospectus/proxy statement/information statement, the supplement, the tender offer statement, the prospectus/offer to exchange, any amendments or supplements thereto and any other relevant documents filed with the SEC when available carefully because they contain important information. Investors and security holders will be able to obtain free copies of the Registration Statement, the final prospectus/proxy statement/information statement, the supplement, the tender offer statement, the prospectus/offer to exchange, any amendments or supplements thereto and other documents filed with the SEC by Talbots and BPW through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement, the final prospectus/proxy statement/information statement, the supplement, the tender offer statement, the prospectus/offer to exchange and any amendments or supplements thereto and other related documents filed by Talbots with the SEC when they become available from Talbots by requesting them in writing at Investor Relations Department, One Talbots Drive, Hingham, MA 02043, or by telephone at (781) 741-4500. The documents filed by BPW may also be obtained by requesting them in writing to BPW at BPW Acquisition Corp., Arjay (Richard) Jensen, SVP at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by telephone at (212) 287-3310.

The offer by Talbots to exchange all warrants exercisable for shares of BPW common stock for shares of Talbots common stock and warrants exercisable for shares of Talbots common stock, subject to the election and proration procedures set forth in the prospectus/offer to exchange, will only be made pursuant to such prospectus/offer to exchange, the letter of election and transmittal and other offer documents initially filed with the SEC on March 1, 2010, as amended or supplemented. Talbots may not complete the exchange offer until the Registration Statement on Form S-4 of which the prospectus/offer to exchange forms a part is declared effective by the SEC. The warrant exchange offer is scheduled to expire at 12:00 midnight New York City time at the end of March 26, 2010, unless extended. If the offer is extended, Talbots will notify the exchange agent for the offer and issue a press release announcing the extension on or before 9:00 a.m. New York City time on the first business day following the date the exchange offer was scheduled to expire.

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SIGNATURES

     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.
Dated: March 9, 2010	By:	/s/ Richard T. O’Connell, Jr.
		Name:	Richard T. O’Connell, Jr.
		Title:	Executive Vice President, Real Estate, Legal, Store Planning & Design and Construction, and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Stipulation, dated March 6, 2010.

EX-10.1

Exhibit 10.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

	X
JOHN C. CAMPBELL,
	:
Plaintiff,
	:	C.A. No. 5199-VCS
v.
	:
THE TALBOTS, INC., AEON (U.S.A.), INC.,
BPW ACQUISITION CORP., PERELLA	:
WEINBERG PARTNERS LP, JOSEPH R.
PERELLA, GARY S. BARANCIK,	:
MICHAEL KRAMER, JOHN W. GLEESON,
TSUTOMU KAJITA, MOTOYA OKADA,	:
GARY M. PFEIFFER, YOSHIHIRO SANO,
TRUDY F. SULLIVAN, SUSAN M. SWAIN,	:
and ISAO TSURUTA,
	:
Defendants.

STIPULATION

     The parties, by their undersigned counsel, hereby stipulate and agree as follows:

     1. Plaintiff’s pending motion for a preliminary injunction is withdrawn, without prejudice.

     2. In exchange for withdrawal of the motion for a preliminary injunction, defendants agree that the following procedures will be implemented by The Talbots, Inc. (“Talbots”) and shall remain in place until at least the 2013 Annual Meeting of Shareholders of Talbots, subject in all cases other than (1) to the closing of the BPW merger and related transactions.

          a. The Talbots Board will not propose a certificate amendment to implement a classified board.

          b. The Talbots Board will not propose a certificate amendment to eliminate the right to act by consent or to require shareholder action by a supermajority or unanimous written consent.

          c. The Talbots bylaws will be amended to limit the number of directors to ten, a majority of which shall be independent.

          d. All directors of Talbots will stand for election at the 2010 Annual Meeting.

          e. The proxy statement for the 2010 Annual Meeting will contain further reasonable disclosures concerning the BPW/AEON transaction, as agreed upon with plaintiff, and incorporate by reference prior disclosures.

          f. The Nominating and Corporate Governance Committee of the Talbots Board shall review prior to the 2010 Annual Meeting, whether directors and committee chairmen shall be rotated among standing committees such as Audit, Nominating and Corporate Governance and Compensation, and add or substitute on these committees directors who are newly appointed or elected as the board determines to be appropriate.

          g. The Talbots Board will maintain the separation between the positions of Chairman of the Board and CEO, and will designate a lead director (who shall be an independent director) to preside in the absence of the Chairman of the Board.

          h. Directors of Talbots will be required to own Talbots stock at a certain value.

          i. There shall be no option or warrant repricing or exchange under Talbots’ equity incentive plans for employees and/or directors without stockholder approval.

          j. Section 2.6 of the Talbots bylaws will be amended to provide a majority of the entire board constitutes a quorum and will delete from Section 2.7 the requirement for the affirmative vote of a majority of the entire board for specified actions.

          k. Section 2.10 of the Talbots bylaws will be amended to require that director stock options, restricted shares or units and other director equity incentive compensation must be issued pursuant to a stockholder-approved plan.

          1. Talbots will send a Section 228 notice to stockholders substantially in the form previously provided by plaintiff’s counsel.

     3. This Stipulation does not constitute dismissal, settlement or withdrawal of any of plaintiff’s claims in the litigation.

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PRICKETT, JONES & ELLIOTT, P.A.	SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
/s/ Paul A. Fioravanti, Jr. Michael Hanrahan (DE Bar No. 941)	/s/ Paul J. Lockwood Thomas J. Allingham II (DE Bar No. 476)
Elizabeth M. McGeever (DE Bar No. 2057)	Paul J. Lockwood (DE Bar No. 3369)
Paul A. Fioravanti, Jr. (DE Bar No. 3808)	One Rodney Square
Laina M. Herbert (DE Bar No. 4717)	P.O. Box 636
Kevin H. Davenport (DE Bar No. 5327) 1310 King Street Wilmington, DE 19801 (302) 888-6500	Wilmington, DE 19801 (302) 651-3000 Attorneys for Defendants
	AEON (U.S.A.), Inc., Tsutomu Kajita, Motoya
Attorneys for Plaintiff	Okada, Yoshihiro Sano and Isao Tsuruta
RICHARDS, LAYTON & FINGER	PAUL, WEISS, RIFKIND, WHARTON & GARRISON, LLP
/s/ Anne C. Foster Anne C. Foster (DE Bar No. 2513)	/s/ Stephen P. Lamb Stephen P. Lamb (DE Bar No. 2053)
One Rodney Square	Brandywine Building
Wilmington, DE 19801	1000 N. West Street — Suite 1200
(302) 651-7700 Attorneys for Defendant Perella Weinberg Partners LP	Wilmington, DE 19801 (302) 655-4410 Attorneys for Defendant Trudy F. Sullivan
POTTER, ANDERSON & CORROON, LLP	ASHBY & GEDDES, P.A.
/s/ Brian C. Ralston Donald J. Wolfe, Jr. (DE Bar No. 285)	/s/ Philip Trainer, Jr. Philip Trainer, Jr. (DE Bar No. 2788)
Brian C. Ralston (DE Bar No. 3770)	500 Delaware Avenue
Hercules Plaza - 6th Floor	P.O. Box 1150
P.O. Box 951	Wilmington, DE 19899
Wilmington, DE 19899	(302) 654-18888
(302) 984-6000
Attorneys for Defendants	Attorney for Defendant
John W. Gleeson, Gary M. Pfeiffer, and	The Talbots, Inc.
Susan M. Swain

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MORRIS, NICHOLS, ARSHT & TUNNELL LLP

/s/ Jon E. Abramczyk Jon E. Abramczyk (DE Bar No. 2432)

1201 North Market Street

P.O. Box 1347

Wilmington, DE 19899
(302) 658-9200

Attorneys for Defendants

BPW Acquisition Corp., Joseph R. Perella,

Gary S. Barancik and Michael Kramer

DATED: March 6, 2010

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