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: April 8, 1996
(Date of earliest event reported)
ANNTAYLOR STORES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10738 13-3499319
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(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
142 West 57th Street
New York, New York 10019 10019
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 541-3300
Item 5. Other Events.
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On April 8, 1996, AnnTaylor Stores Corporation, a Delaware corporation
(the "Company"), announced that it had entered into an Agreement in Principle
(the "Agreement in Principle") with Cygne Designs, Inc., a Delaware corporation
("Cygne"), regarding the proposed acquisition (the "Acquisition") by the Company
of (i) Cygne's entire interest in the Company's direct sourcing joint venture
with Cygne, known as CAT US, Inc. and C.A.T. (Far East) Limited, and (ii) the
assets (the "Assets") of Cygne's AnnTaylor Woven Division that are used for
sourcing merchandise for Ann Taylor.
As consideration for the Acquisition, the Company will issue to Cygne
shares of common stock, par value $.0068 per share, of the Company (the "Common
Stock") having a market value of $36,000,000 (based on the market price during
the ten trading days prior to closing, but in no event more than 2.5 million
shares). The Company also will pay to Cygne cash in an amount equal to the
tangible net book value of the inventory and fixed assets included in the
Assets, less certain assumed liabilities. In addition, as part of the
transaction, the Company will assume the obligation to make payment to the
President of CAT of
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certain amounts due under his existing employment agreement with CAT as a result
of the Acquisition.
Consummation of the Acquisition is subject to the negotiation and
execution of a definitive stock and asset purchase agreement and the
satisfaction of various conditions. It is currently anticipated that the
Acquisition will close in July 1996, although there can be no assurance that the
transaction will be consummated or that it will be consummated within the
anticipated time frame.
The Company also announced on April 8, 1996 the commencement of an
offering under Rule 144A under the Securities Act of convertible trust
originated preferred securities by AnnTaylor Finance Trust, a statutory business
trust to be organized by the Company under the laws of the State of Delaware.
The convertible preferred securities will be convertible, at the option of the
holder, into shares of the Company's common stock. Consummation of the offering
with proceeds of at least $75 million (before initial purchasers' discounts and
commissions) is one of the conditions to the Acquisition.
The information set forth above is qualified in its entirety by
reference to a press release issued by the Company on April 8, 1996. A copy of
such release is at-
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tached 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) Financial statements of business acquired:
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Not applicable.
(b) Pro Forma financial information:
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Not applicable.
(c) Exhibits:
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1 Press release issued by the Company on April 8, 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
By: /s/ Paul E. Francis
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Name: Paul E. Francis
Title: Executive Vice President-
Finance and Administration
Date: April 8, 1996
EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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1 Press release issued by
the Company on April 8,
1996