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): November 14, 2003
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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 Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
142 West 57th Street
New York, New York 10019
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(Address, including Zip Code, of Registrant's Principal Executive Offices)
(212) 541-3300
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(Registrant's Telephone Number, Including Area Code)
ANNTAYLOR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11980 51-0297083
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
142 West 57th Street
New York, New York 10019
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(Address, including Zip Code, of Registrant's Principal Executive Offices)
(212) 541-3300
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Names or Former Addresses, if Changed
Since Last Report)
This combined Form 8-K is separately filed by each of AnnTaylor Stores
Corporation and AnnTaylor, Inc. The information contained herein relating to
each individual registrant is filed by such registrant on its own behalf.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On November 14, 2003, AnnTaylor, Inc. amended and restated its senior
secured $175,000,000 revolving credit facility. The Second Amended and
Restated Credit Agreement ("Credit Agreement"), which expires in November
2008, replaces the $175,000,000 revolving credit facility that was scheduled
to expire by its terms in April 2004. A copy of the Credit Agreement is
attached hereto as Exhibit 10.1. The Second Amended and Restated Pledge and
Security Agreement is attached hereto as Exhibit 10.2, and the Second Amended
and Restated Parent Guaranty is attached hereto as Exhibit 10.3.
AnnTaylor Stores Corporation issued a press release on November 14,
2003 announcing the Credit Agreement. A copy of the press release is attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Second Amended and Restated Credit Agreement, dated as of
November 14, 2003, by and among AnnTaylor, Inc., Annco,
Inc., AnnTaylor Distribution Services, Inc., AnnTaylor
Retail, Inc., the financial institutions from time to time
parties thereto, and Bank of America, N.A., as
Administrative Agent and as Collateral Agent.
10.2 Second Amended and Restated Pledge and Security Agreement,
dated as of November 14, 2003, by AnnTaylor, Inc.,
AnnTaylor Stores Corporation, Annco, Inc., AnnTaylor
Distribution Services, Inc. and AnnTaylor Retail, Inc. in
favor of Bank of America, N.A., in its capacity as
administrative agent for each of the Lenders party to the
Credit Agreement.
10.3 Second Amended and Restated Parent Guaranty, dated as of
November 14, 2003, made by AnnTaylor Stores Corporation in
favor of Bank of America, N.A., in its capacity as
administrative agent for each of the Lenders party to the
Credit Agreement.
99.1 Press Release issued by AnnTaylor Stores Corporation on
November 14, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by
the undersigned hereunto duly authorized.
ANNTAYLOR STORES CORPORATION
By: /s/ Barbara K. Eisenberg
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Barbara K. Eisenberg
Date: November 14, 2003 Senior Vice President,
General Counsel and Secretary
ANNTAYLOR, INC.
By: /s/ Barbara K. Eisenberg
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Barbara K. Eisenberg
Date: November 14, 2003 Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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10.1 Second Amended and Restated Credit Agreement, dated as of
November 14, 2003, by and among AnnTaylor, Inc., Annco, Inc.,
AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc.,
the financial institutions from time to time parties thereto,
and Bank of America, N.A., as Administrative Agent and as
Collateral Agent.
10.2 Second Amended and Restated Pledge and Security Agreement,
dated as of November 14, 2003, by AnnTaylor, Inc., AnnTaylor
Stores Corporation, Annco, Inc., AnnTaylor Distribution
Services, Inc. and AnnTaylor Retail, Inc. in favor of Bank of
America, N.A., in its capacity as administrative agent for each
of the Lenders party to the Credit Agreement.
10.3 Second Amended and Restated Parent Guaranty, dated as of
November 14, 2003, made by AnnTaylor Stores Corporation in
favor of Bank of America, N.A., in its capacity as
administrative agent for each of the Lenders party to the
Credit Agreement.
99.1 Press Release issued by AnnTaylor Stores Corporation on
November 14, 2003.