FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 20, 1996
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(Date of earliest event reported)
ANNTAYLOR STORES CORPORATION ANNTAYLOR, INC.
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(Exact name of registrant as Exact name of registrant as
specified in its charter) specified in its charter)
Delaware 1-10738 13-3499319 Delaware 1-11980 51-0297083
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(State or (Commission (IRS Employer (State or (Commission (IRS Employer
Jurisdic- File Number) Identification Jurisdic- File Number) Identification
tion of Number) tion of Number)
incorpor- incorpor-
ation) ation)
_______________________________________________________
142 West 57th Street
New York, New York 10019
(Address, including zip code, of Registrants' principal executive
offices)
Registrants' telephone number including area code: (212) 541-3300
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ITEM 2. Acquisition of Disposition of Assets
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On September 20, 1996, AnnTaylor Stores Corporation, a
Delaware corporation (the "Company"), through its wholly
owned subsidiary, AnnTaylor, Inc., a Delaware corporation
("Ann Taylor"), acquired (the "Acquisition") (i) the entire
interest of Cygne Designs, Inc. ("Cygne") and its wholly
owned subsidiary Cygne Group (F.E.) Limited, a Hong Kong
corporation ("CGFE"), in Ann Taylor's direct sourcing joint
venture with Cygne, known as CAT US Inc. and C.A.T. (Far
East) Limited (together, "CAT") and (ii) the assets (the
"Assets") of Cygne's Ann Taylor Woven Division (the
"Division") formerly used for sourcing merchandise for Ann
Taylor. The Assets include inventory related to the
Division ("Inventory") and certain fixed assets and office
equipment, primarily located in New York City.
As consideration for the Acquisition, (i) the Company
issued to Cygne and CGFE an aggregate of 2,348,145 shares of
common stock, par value $.0068 per share ("ATSC Common
Stock"), of the Company (such shares of ATSC Common Stock
having an aggregate market value of $36,000,000 based on the
market price of the ATSC Common Stock during the ten trading
days ended September 19, 1996), and (ii) Ann Taylor paid to
Cygne approximately $3.2 million in cash for the fixed
assets of the Division and the Inventory, which amount is
subject to post-closing adjustments. In addition, Ann
Taylor assumed certain liabilities of Cygne including
certain capital lease obligations and the payment of $1.6
million to the former President of CAT with respect to
amounts due under his previous employment agreement with
CAT, and forgave $7,985,000 of advances made by Ann Taylor
to Cygne.
In connection with the Acquisition, (i) Cygne received
an additional $6,500,000 cash payment from Ann Taylor in
settlement of certain accounts receivable, and (ii) the
Company and Ann Taylor entered into Consulting Agreements
(the "Consulting Agreements") with Cygne and each of Bernard
M. Manuel, the Chairman and Chief Executive Officer of
Cygne, and Irving Benson, the President of Cygne. Under the
Consulting Agreements, Ann Taylor will pay Cygne an
aggregate of $450,000 annually for three years in
consideration for consulting services to be provided by
Messrs. Manuel and Benson.
The Company has agreed to register the shares of ATSC
Common Stock issued to Cygne and CGFE pursuant to a
Stockholders Agreement among the Company, Cygne and CGFE,
dated September 20, 1996.
The consideration for the Acquisition was determined by
arms-length negotiations between Ann Taylor and Cygne. Ann
Taylor's source of funds for the cash portion of such
consideration was borrowings under its existing line of
credit with a syndicate of banks led by Bank of America.
As a result of the Acquisition, CAT became an indirect
wholly owned subsidiary of the Company and will perform all
of Ann Taylor's direct sourcing functions, including those
previously provided by the Division, under the name
AnnTaylor Global Sourcing, Inc.
A copy of a press release issued by the Company on
September 23, 1996 with respect to the transaction is
attached hereto as Exhibit 1 and is incorporated herein by
reference.
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ITEM 7. Financial Statements and Exhibits
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(a) The financial statements required by Item 7(a) of
Form 8-K were filed by the Registrants in their
Current Report, dated June 21, 1996.
(b) The pro forma financial information required by Item
7(b) of Form 8-K is filed herewith as Exhibit 2
and is incorporated herein by reference.
(c) Exhibit No.
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1. Press release issued by the Company on
September 23, 1996.
2. Unaudited historical and pro forma combined
balance sheets, statements of operations and
notes thereto of the Company and the Acquired
Businesses.
3. Stock and Asset Purchase Agreement, dated
as of June 7, 1996, by and among AnnTaylor
Stores Corporation, AnnTaylor, Inc., Cygne
Designs, Inc. and Cygne Group (F.E.) Limited.
Incorporated by reference to Exhibit 2 to the
Registrants' Current Report on Form 8-K filed
on June 10, 1996.
4. Amendment to Stock and Asset Purchase
Agreement, dated as of August 27, 1996, by and
among AnnTaylor Stores Corporation, AnnTaylor,
Inc., Cygne Designs, Inc. and Cygne Group (F.E.)
Limited. Incorporated by reference to Exhibit 3
to the Registrants' Current Report on Form 8-K,
filed on August 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
ANNTAYLOR STORES CORPORATION
Date: September 26, 1996 By: /s/ J. Patrick Spainhour
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J. Patrick Spainhour
Chairman of the Board and Chief
Executive Officer
Date: September 26, 1996 By: /s/ Walter J. Parks
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Walter J. Parks
Senior Vice President - Finance
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
ANNTAYLOR, INC.
Date: September 26, 1996 By: /s/ J. Patrick Spainhour
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J. Patrick Spainhour
Chairman of the Board and
Chief Executive Officer
Date: September 26, 1996 By: /s/ Walter J. Parks
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Walter J. Parks
Senior Vice President - Finance
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EXHIBIT INDEX
Exhibit
Number Description
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1 Press release issued by the Company on September
23, 1996.
2 Unaudited historical and pro forma combined
balance sheets, statements of operations and
notes thereto of the Company and the Acquired
Businesses.
3 Stock and Asset Purchase Agreement, dated as of
June 7, 1996, by and among AnnTaylor Stores
Corporation, AnnTaylor, Inc., Cygne Designs, Inc.
and Cygne Group (F.E.) Limited. Incorporated by
reference to Exhibit 2 to the Registrants'
Current Report on Form 8-K filed on June 10, 1996.
4 Amendment to Stock and Asset Purchase Agreement,
dated as of August 27, 1996, by and among
AnnTaylor Stores Corporation, AnnTaylor, Inc.,
Cygne Designs, Inc. and Cygne Group (F.E.)
Limited. Incorporated by reference to Exhibit 3
to the Registrants' Current Report on Form 8-K,
filed on August 30, 1996.