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: August 23, 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 (Commissi (IRS (State (Commis (IRS
other on File Employer or other sion Employer
jurisdict Number) Identifica jurisdic File Identifica
ion of tion No.) tion of Number) tion No.)
incorpora incorpor
tion) 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
Item 5. Other Events.
On August 23, 1996, AnnTaylor Stores Corporation,
a Delaware corporation (the "Company"), announced that
Sally Frame Kasaks resigned as Chairman and Chief Executive
Officer and a Director of the Company and its wholly owned
subsidiary, AnnTaylor, Inc., a Delaware corporation ("Ann
Taylor"), and J. Patrick Spainhour, the Company's President
and Chief Operating Officer, was promoted to Chairman and
Chief Executive Officer. Since joining the Company in
February 1996, Mr. Spainhour has been responsible for
overseeing business operations including finance,
information systems, logistics, human resources, store
planning and real estate. He has also been responsible for
worldwide sourcing for Ann Taylor, including the planned
integration of certain assets of Cygne Designs, Inc.
("Cygne") and Ann Taylor's direct sourcing joint
venture with Cygne, known as CAT U.S., Inc. and C.A.T. (Far
East) Limited (collectively, "CAT"), into a new sourcing
division of Ann Taylor. The planned acquisition by Ann
Taylor of such assets and the stock of CAT is more fully
described below.
The Company and Ann Taylor also announced, on
August 28, 1996, that they entered into an amendment (the
"Amendment") to their previously announced Stock and Asset
Purchase Agreement, dated as of June 7, 1996 (the "Agreement"),
with Cygne and Cygne Group (F.E.) Limited, a subsidiary of Cygne
("CGFE"). The Agreement provides for the acquisition (the
"Acquisition") by Ann Taylor of (i) Cygne's entire interest
in CAT and (ii) the assets of Cygne's Ann Taylor Woven
Division (the "Division") that are used for sourcing
merchandise for Ann Taylor.
As partial consideration for the Acquisition, the
Agreement provides that the Company will issue to Cygne, on
its behalf and on behalf of CGFE, shares of common stock,
par value $.0068 per share, of the Company (the "Common
Stock") having an aggregate value of $36,000,000 (based on
the market price during the ten trading days prior to
closing), but, except as described below pursuant to the
Amendment, in no event more than 2.5 million shares (the
"2.5 Million Cap").
The Amendment provides, among other things, that
if, on the closing date of the Acquisition, (x) the 2.5
Million Cap is triggered and (y) the aggregate value of the
Common Stock to be issued to Cygne is less than
$32,500,000, then the Company will issue to Cygne shares of
Common Stock having an aggregate value of $32,500,000
(based on the market price during the ten trading days
prior to closing), but in no event more than 3.0 million
shares. Ann Taylor, at its option, may deliver cash (the
"Additional Cash") equal to the aggregate market value of
all or a portion of any shares issuable in excess of the
2.5 Million Cap (the "Additional Shares"). In addition,
the Amendment provides that Cygne may terminate the
Agreement if, at the time of the closing, the aggregate
value of the Common Stock to be issued to Cygne, including
any Additional Shares issuable or Additional Cash payable
in lieu thereof, is less than $32,500,000.
On August 20, 1996, the Company released 1996 second
quarter and six month operating results. For the quarter ended
August 3, 1996, the Company reported net sales, gross profit,
operating income, net income and net income per share of $187.9
million, $80.7 million, $8.3 million, $627,000 and $.03 per share,
respectively. For the six months ended August 3, 1996, the
Company reported net sales, gross profit, operating income,
net income and net income per share of $372.3 million, $163.9
million, $18.9 million, $2.4 million and $.11, respectively.
Based on preliminary six month operating results of
the Division and CAT, if the Acquisition had been consummated on
February 4, 1996 and accounted for under the "purchase" method
of accounting, ATSC's pro forma net sales, gross profit,
operating income, net income and net income per share for the
six months ended August 3, 1996, would have been $372.3 million,
$170.9 million, $25.1 million, $4.7 million and $.18,
respectively. The preliminary pro forma information set forth
above has been derived from (i) the unaudited financial
statements of the Company and (ii) the unaudited combined
financial statements of the Division and CAT (the "Combined
Entity"). The Company's financial statements include all
adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the Company's results for
the unaudited six months. The financial statements of the
Combined Entity, in the opinion of the current management of the
Combined Entity, include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation
of the Combined Entity's results for the unaudited six months.
The preliminary pro forma information is presented for
illustrative purposes only, and is not necessarily indicative of
the operating results that might have been achieved had the
Acquisition occurred as of an earlier date, nor is it
necessarily indicative of operating results that may occur in
the future.
The information set forth above is qualified in
its entirety by reference to (i) a press release issued by
the Company on August 23, 1996, a copy of which is attached
hereto as Exhibit 1 and incorporated herein by reference,
(ii) a press release issued by the Company on August 28,
1996, a copy of which is attached hereto as Exhibit 2 and
incorporated herein by reference and (iii) the Amendment, a
copy of which is attached hereto as Exhibit 3 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
1. Press release issued by the Company on
August 23, 1996.
2. Press release issued by the Company on
August 28, 1996.
2. Amendment to Stock and Asset Purchase
Agreement, dated as of August 27, 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
undersigned hereunto duly authorized.
ANNTAYLOR STORES CORPORATION
By: /s/ Jocelyn F.L. Barandiaran
Jocelyn F.L. Barandiaran
Vice President
Date: August 29, 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
undersigned hereunto duly authorized.
ANNTAYLOR, INC.
By: /s/ Jocelyn F.L. Barandiaran
Jocelyn F.L. Barandiaran
Vice President
Date: August 29, 1996
EXHIBIT INDEX
Exhibit Description
Number
1 Press release issued by the Company
on August 23, 1996.
2 Press release issued by the Company
on August 28, 1996.
3 Amendment to Stock and Asset Purchase
Agreement, dated as of August 27,
1996, by and between the Company,
Ann Taylor, Cygne and CGFE.