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: June 7, 1996
(Date of earliest event reported)
ANNTAYLOR STORES CORPORATION ANNTAYLOR, INC.
(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
(State or (Commis- (IRS Em- (State (Com- (IRS Employer
other sion File ployer or other mission Identification
jurisdic- Number) Identifi- juris- File No.)
tion of cation diction Number)
incorpo- No.) of
ration) incorpo-
ration)
142 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 541-3300
(Address including zip code, and telephone number including area
code of registrants' principal executive offices)
Item 5. Other Events.
On June 7, 1996, AnnTaylor Stores Corporation, a
Delaware corporation (the "Company"), and its wholly owned
subsidiary, AnnTaylor, Inc., a Delaware corporation ("Ann
Taylor"), announced that they had entered into a definitive
agreement (the "Agreement") with Cygne Designs, Inc., a
Delaware corporation ("Cygne"), and its wholly owned sub-
sidiary, Cygne Group (F.E.) Limited, a Hong Kong corpora-
tion ("CGFE"), regarding the acquisition (the "Acquisi-
tion") of (i) Cygne's entire interest in Ann Taylor'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 and CGFE shares of common stock, par
value $.0068 per share, of the Company (the "Common Stock")
having an aggregate 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).
Ann Taylor will pay to Cygne cash in an amount equal to the
tangible net book value of the fixed assets (but not to
exceed $2,646,000) plus the tangible net book value of the
inventory included in the Assets, less certain assumed
liabilities. In addition, as part of the transaction, Ann
Taylor will assume the obligation to make payment to the
President of CAT of certain amounts due under his existing
employment agreement with CAT as a result of the Acquisi-
tion.
Consummation of the Acquisition is subject to the
satisfaction of various conditions. It is currently antic-
ipated that the Acquisition will close in August 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 information set forth above is qualified in
its entirety by reference to (i) a press release issued by
the Company on June 7, 1996, a copy of which is attached
hereto as Exhibit 1 and is incorporated herein by reference
and (ii) the Agreement, a copy of which is attached hereto
as Exhibit 2 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
1. Press release issued by the Company and Ann
Taylor on June 7, 1996.
2. Stock and Asset Purchase Agreement, dated as
of June 7, 1996, by and between the Company,
Ann Taylor, Cygne and CGFE.
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 under-
signed hereunto duly authorized.
ANNTAYLOR STORES CORPORATION
By:/s/ WALTER J. PARKS
Walter J. Parks
Senior Vice President - Finance
and Principal Accounting Officer
Date: June 10, 1996
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 under-
signed hereunto duly authorized.
ANNTAYLOR, INC.
By:/s/ WALTER J. PARKS
Walter J. Parks
Senior Vice President - Finance
and Principal Accounting Officer
Date: June 10, 1996
EXHIBIT INDEX
Exhibit Description
Number
1 Press release issued by the Company
on June 7, 1996.
2 Stock and Asset Purchase Agreement,
dated as of June 7, 1996, by and be-
tween the Company, Ann Taylor, Cygne
and Cygne Group (F.E.) Limited.