SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) July 13, 2001

Jenny Craig, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-10887		33-0366188
(Commission File Number)		(IRS Employer Identification No.)

11355 North Torrey Pines Road, La Jolla, California			92037
(Address of Principal Executive Offices)			(Zip Code)

(858) 812-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

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Item 2. Acquisition or Disposition of Assets Item 7. Exhibit 10

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 27, 2002

Jenny Craig, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-10887		33-0366188

(Commission File Number)		(IRS Employer Identification No.)


11355 North Torrey Pines Road, La Jolla, California			92037

(Address of Principal Executive Offices)			(Zip Code)

(858) 812-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

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	Item 5. Other Events
	Item 7. Exhibits
Exhibit 2.1
Exhibit 10.1
Exhibit 10.2
Exhibit 99.1

Item 25. ~~Acquisition~~Other ~~or Disposition of Assets~~Events

AsOn ~~previously~~January 28, 2002, Jenny Craig, Inc. (the “Company”) announced that it had entered into an Agreement and Plan of Merger, ondated ~~July~~as of January 1327, ~~2001~~2002 (the ~~Jenny~~“Merger ~~Craig~~Agreement”), ~~Inc~~with J Holdings Corp. (“~~JCI~~Parent”) orand ~~the~~J Acquisition Corp. (“~~Company~~Purchaser”), ~~sold~~a direct wholly owned subsidiary of Parent. Pursuant to the ~~National~~Merger ~~University~~Agreement, ~~for~~Purchaser will be merged with and into the Company (the “Merger”) and the Company will survive the Merger as a ~~purchase~~direct ~~price~~subsidiary of Parent. ~~$21,000,000~~At ~~real~~the Effective Time of the Merger (as defined in the Merger ~~property~~Agreement), ~~located~~the atstockholders ~~11355~~of ~~North~~the ~~Torrey~~Company ~~Pines~~will ~~Road~~receive $5.30 in cash for each outstanding share of common stock, Lapar ~~Jolla~~value $0.000000005 per share, ~~California~~of ~~which~~the ~~was~~Company. ~~used~~Consummation asof the ~~corporate~~Merger ~~headquarters~~is subject to customary conditions, including the approval of the stockholders of the Company., ~~After~~the ~~repayment~~receipt of ~~related~~required ~~indebtedness~~regulatory approvals, and ~~expenses~~the receipt of ~~sale~~the required financing under the Parent’s financing commitments. In accordance with and subject to the terms and conditions of the Merger Agreement, the Company ~~received~~has ~~approximately~~the right to ~~$15,000,000~~terminate inthe ~~net~~Merger ~~cash~~Agreement ~~proceeds~~if ~~which~~it ~~will~~receives ~~not~~an beunsolicited ~~subject~~bona fide proposal to ~~tax~~acquire ~~because~~the Company on terms which its Board of Directors and a special ~~existing~~committee ~~net~~of ~~operating~~its ~~loss~~independent ~~carryforwards.~~directors ~~The~~have ~~gain~~determined onto be more favorable to the ~~sale~~Company’s ofstockholders than the Merger, if the termination is effected ~~building~~prior ~~will~~to be5:00 ~~recorded~~p.m. pacific time on March 29, 2002 or prior to a vote of stockholders in favor of the ~~quarter~~Merger, ~~ending~~whichever ~~September 30~~is earlier, ~~2001.~~and ~~The~~certain other conditions are met. In the event of any such termination, the Company ~~will~~would be required ~~able~~ to ~~continue~~pay toa ~~occupy~~termination fee of $4,875,000. A copy of the ~~building~~Merger Agreement ~~until~~is ~~June~~included herein as Exhibit ~~30,~~2.1 ~~2002~~and a copy of the press release of ~~while~~the itCompany ~~pursues~~with ~~relocation~~respect to the Merger is included as Exhibit 99.1.

~~Item~~ Concurrently with the execution of the Merger Agreement, the Company, Sidney Craig, Jenny Craig, Craig Enterprises, Inc. (“CEI”), SJF Enterprises, Inc. (“SJF”), DA Holdings, Inc. (“DA”), J Holdings Corp. and J Acquisition Corp. entered into a Stockholders’ Voting Agreement (the “Voting Agreement”) pursuant to which Mr. 7Craig, Mrs. Craig, CEI, SJF and DA have agreed to vote shares beneficially owned by them representing approximately 66.9% of common stock of the Company in favor of the Merger. The agreement to vote in favor of the Merger terminates on the earlier of the Effective Time of the Merger or the termination of the Merger Agreement in accordance with its terms. A copy of the Voting Agreement is attached hereto as Exhibit 10.1.

~~Exhibit 10.~~SJF ~~Purchase~~has ~~and~~also ~~Sale~~executed ~~Agreement~~a ~~and~~commitment ~~Joint~~letter ~~Escrow~~(the ~~Instructions~~“SJF Commitment Letter”) ~~dated~~addressed ~~June 12~~to Parent pursuant to which SJF has agreed to contribute 754,717 shares ~~2001~~of bycommon stock of the Company to Parent immediately prior to the consummation of the Merger in exchange for shares of common stock of Parent representing twenty percent (20%) of the outstanding common stock of Parent and shares ~~between~~of ~~Jenny~~preferred ~~Craig~~stock ~~Operations,~~of ~~Inc~~Parent representing twenty percent (20%) of the outstanding preferred stock of Parent. ~~and~~A ~~National~~copy of the SJF Commitment Letter is ~~University~~attached hereto as Exhibit 10.2.

The Merger Agreement, the Voting Agreement, SJF Commitment Letter and the press release are incorporated by reference into this Item 5 and the foregoing description of such documents and the Merger is qualified in its entirety by reference to such documents.

Item 7. Exhibits

Exhibit 2.1. Agreement and Plan of Merger, dated January 27, 2002, by and among Jenny Craig, Inc., J Holdings Corp. and J Acquisition Corp.

Exhibit 10.1. Stockholders’ Voting Agreement, dated January 27, 2002, by and among Jenny Craig, Inc., Sidney Craig, Jenny Craig, Craig Enterprises, Inc., SJF Enterprises, Inc., DA Holdings, Inc., J Holdings Corp. and J Acquisition Corp.

Exhibit 10.2. Commitment Letter from SJF Enterprises, Inc., dated January 27, 2002, addressed to J Holdings Corp.

Exhibit 99.1. Press Release, dated January 28, 2002, announcing the execution of the Agreement and Plan of Merger.

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.

	JENNY CRAIG, INC. (Registrant)
				JENNY CRAIG, INC.
Date September 21, 2001	By	/s/ JAMES S. KELLY
				(Registrant)
		JAMES KELLY, Vice President and Chief Financial Officer
Date		January 29, 2002	By	/s/ JAMES S. KELLY
				JAMES KELLY, Vice President and Chief Financial Officer

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