-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZWOnjtJo04kPsROogIq0CX9S7OaAHsDfBT2b12G22jPd3bhz4EQ7vcTm1p5Tzat J4doqpCSdo2wsOb4MIY7Tg== 0000850090-96-000015.txt : 19961218 0000850090-96-000015.hdr.sgml : 19961218 ACCESSION NUMBER: 0000850090-96-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961217 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANNTAYLOR INC CENTRAL INDEX KEY: 0000850090 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 510297083 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11980 FILM NUMBER: 96682197 BUSINESS ADDRESS: STREET 1: 142 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125413300 10-Q 1 ANNTAYLOR, INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-11980 ANNTAYLOR, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 51-0297083 - ------------------------------ -------------------------------------- (State of other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 142 West 57th Street, New York, NY 10019 - ----------------------------------- ----------- (Address of principal executive offices) (Zip Code) (212) 541-3300 --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ . Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Outstanding as of Class November 29, 1996 ------ ----------------- Common Stock, $1.00 par value 1 This registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. =========================================================================== 2 INDEX TO FORM 10-Q Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended November 2, 1996 and October 28, 1995 3 Condensed Consolidated Balance Sheets at November 2, 1996 and February 3, 1996 4 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 2, 1996 and October 28, 1995 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Operations 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 =========================================================================== 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ANNTAYLOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Quarters and Nine Months Ended November 2, 1996 and October 28, 1995 (unaudited) Quarters Ended Nine Months Ended --------------------- ------------------ Nov. 2, Oct. 28, Nov. 2, Oct. 28, 1996 1995 1996 1995 ------- ------- ------- ------- (in thousands) Net sales $212,670 $178,500 $584,999 $530,501 Cost of sales 115,580 98,362 324,008 304,586 ------- ------- ------- ------- Gross profit 97,090 80,138 260,991 225,915 Selling, general and administrative expenses 75,838 69,074 216,121 198,758 Employment contract separation expense 3,500 --- 3,500 --- Amortization of goodwill 2,578 2,377 7,331 7,130 ------- ------- ------- ------- Operating income 15,174 8,687 34,039 20,027 Interest expense (including distributions to ATSC relating to the Preferred Securities) 6,345 5,402 18,676 14,368 Other expense, net 898 374 474 200 ------- ------- ------- ------- Income before income taxes 7,931 2,911 14,889 5,459 Income tax provision 4,669 2,225 9,188 5,091 ------- ------- ------- ------- Net income $ 3,262 $ 686 $ 5,701 $ 368 ======= ====== ======= ======= See accompanying notes to condensed consolidated financial statements. =============================================================================== 4 ANNTAYLOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS November 2, 1996 and February 3, 1996 November 2, February 3, 1996 1996 ---------- ---------- (unaudited) (in thousands) ASSETS Current assets Cash $ 2,421 $ 1,283 Accounts receivable, net 70,521 70,395 Merchandise inventories 127,952 102,685 Prepaid expenses and other current assets 9,687 12,808 Prepaid tenancy 7,748 8,099 Deferred income taxes 4,400 3,400 ------- ------- Total current assets 222,729 198,670 Property and equipment Land and building 8,983 8,923 Leasehold improvements 78,426 73,677 Furniture and fixtures 114,722 99,548 Construction in progress 4,383 14,190 ------ ------- 206,514 196,338 Less accumulated depreciation and amortization 59,850 42,443 ------- ------- Net property and equipment 146,664 153,895 Goodwill, net of accumulated amortization of $74,056 and $66,725, respectively 340,927 313,525 Deferred financing costs, net of accumulated amortization of $3,158 and $1,960, respectively 3,117 3,933 Other assets 3,785 8,686 ------- ------- Total assets $717,222 $678,709 ======= ======= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Accounts payable $ 39,394 $ 42,909 Accrued expenses 38,333 29,018 Current portion of long-term debt 281 40,266 ------- ------- Total current liabilities 78,008 112,193 Long-term debt 163,979 232,192 Deferred income taxes 3,500 1,300 Other liabilities 8,120 7,336 Commitments and contingencies Stockholder's equity Common stock, $1.00 par value; 1,000 shares authorized;1 shares issued 1 1 Additional paid-in capital 443,793 311,567 Retained earnings 19,821 14,120 ------- ------- Total stockholder's equity 463,615 325,688 ------- ------- Total liabilities and stockholder's equity $717,222 $678,709 ======= ======= See accompanying notes to condensed consolidated financial statements. ======================================================================== 5 ANNTAYLOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended November 2, 1996 and October 28, 1995 (unaudited) Nine Months Ended ------------------- Nov. 2, Oct. 28, 1996 1995 ------- ------- (in thousands) Operating activities: Net income $ 5,701 $ 368 Adjustments to reconcile net income to net cash provided by operating activities: Employment contract separation expense 3,500 --- Equity earnings in CAT (1,043) (1,064) Provision for loss on accounts receivable 1,315 866 Depreciation and amortization 19,232 14,008 Amortization of goodwill 7,331 7,130 Amortization of deferred financing costs 1,198 624 Amortization of deferred compensation 25 78 Deferred income taxes 3,200 1,200 Loss on disposal of property and equipment 641 947 Change in assets and liabilities net of effects from purchase of ATGS: (Increase) decrease in: Receivables (1,441) (13,444) Merchandise inventories (19,731) (27,261) Prepaid expenses and other current assets 1,472 (6,621) Increase (decrease) in: Accounts payable (3,515) 25,372 Accrued expenses 5,576 (2,071) Other non-current assets and liabilities, net 208 1,331 ------- ------- Net cash provided by operating activities 23,669 1,463 ------- ------- Investing activities: Purchases of property and equipment (9,795) (68,994) Purchase of ATGS (356) --- ------- ------- Net cash used by investing activities (10,151) (68,994) ------- ------- Financing activities: Net borrowings (repayments) under revolving credit agreement (94,000) 39,000 Payments on mortgage (198) --- Parent company contribution 96,200 388 Net (repayments) borrowings under receivables facility (14,000) 4,000 Payments of financing costs (382) (1,643) Increase in bank overdrafts --- 486 Proceeds from term loan --- 25,000 -------- ------- Net cash (used by) provided by financing activities (12,380) 67,231 ------- ------- Net increase (decrease) in cash 1,138 (300) Cash, beginning of period 1,283 1,551 ------ ------ Cash, end of period $ 2,421 $ 1,251 ====== ====== Supplemental Disclosures of Cash Flow Information: Cash paid during the period for interest $14,998 $10,398 ====== ====== Cash paid during the period for income taxes $ 4,803 $ 7,549 ====== ====== See accompanying notes to condensed consolidated financial statements. ========================================================================== 6 ANNTAYLOR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation --------------------- The condensed consolidated financial statements are unaudited but, in the opinion of management, contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. All significant intercompany accounts and transactions have been eliminated. The results of operations for the 1996 interim period shown in this report are not necessarily indicative of results to be expected for the fiscal year. The February 3, 1996 condensed consolidated balance sheet amounts have been derived from the previously audited consolidated balance sheet of AnnTaylor, Inc. (the "Company" or "Ann Taylor"). Certain fiscal 1995 amounts have been reclassified to conform to the 1996 presentation. The financial information set forth herein should be read in conjunction with the Notes to the Company's Consolidated Financial Statements contained in the Ann Taylor 1995 Annual Report on Form 10-K. 2. Long-Term Debt -------------- The following summarizes long-term debt outstanding at November 2, 1996. (in thousands) Revolving Credit Facility $ 7,000 Term Loan 24,500 8-1/2% Notes 100,000 Receivables Facility 26,000 Mortgage 6,760 ------- Total debt 164,260 Less current portion 281 ------- Total long-term debt $163,979 ======= In November 1996, the maturity date of the AnnTaylor Funding, Inc. receivables financing facility was extended from January 27, 1997 to May 4, 1998. All other aspects of this financing agreement remain the same. ==================================================================== 7 In connection with the CAT/Cygne Transaction discussed in Note 3, the HongKong and Shanghai Banking Corporation allowed AnnTaylor Global Sourcing, Inc. ("ATGS", formerly known as CAT US Inc. ("CAT") and now a wholly owned subsidiary of Ann Taylor), to continue CAT's $40,000,000 credit facility. The maximum amount that may be borrowed under this credit facility is $8,000,000; the balance of $32,000,000 can only be used for letters of credit. Such credit facility matures on July 29, 1997 and contains financial and other covenants. As of November 2, 1996, there was no balance outstanding under ATGS's credit agreement. On April 25, 1996, AnnTaylor Stores Corporation ("ATSC") completed the sale (the "Initial Sale"), in a private placement, of $87,500,000 8-1/2% Convertible Trust Originated Preferred Securities ("Preferred Securities") issued by its financing vehicle, AnnTaylor Finance Trust, a Delaware business trust (the "Trust"). On May 17, 1996, the Trust, a wholly-owned subsidiary of ATSC, issued an additional $13,125,000 of Preferred Securities pursuant to the exercise of an over-allotment option (the "Over- allotment Sale") granted to the placement agents in connection with the Initial Sale. The Preferred Securities have a liquidation preference of $50 per security ($100,625,000 in the aggregate) and are convertible at the option of the holders thereof into ATSC's common stock at a conversion rate of 2.545 shares of common stock for each Preferred Security (equivalent to $19.65 per share of common stock, which represented a 20% premium to the $16.375 closing price of the common stock on the New York Stock Exchange at the date of the execution of the purchase agreement relating to the sale of the Preferred Securities). The sole assets of the Trust are $103,700,000 of 8-1/2% Convertible Subordinated Debentures of ATSC maturing on April 15, 2016. A total of 2,012,500 Preferred Securities were issued, and are convertible into an aggregate of 5,121,812 shares of ATSC common stock. Subject to certain distribution deferral provisions, distributions on the Preferred Securities are payable quarterly in arrears on each January 15, April 15, July 15 and October 15, commencing July 15, 1996. Payment of distributions on the Preferred Securities by the Trust is dependent upon receipt of payment of interest by ATSC on its 8-1/2% Convertible Subordinated Debentures held by the Trust. ATSC's ability to make such interest payments is dependent upon its receipt of dividends or other distributions from Ann Taylor. The payment of dividends and distributions from Ann Taylor to ATSC is subject to certain restrictions contained in the Bank Credit Agreement and the Indenture relating to the 8-3/4% Notes. Provided that Ann Taylor is not then in default under the Bank Credit Agreement at the time of any such distribution, the lenders under the Bank Credit Agreement have consented to quarterly distributions by Ann Taylor to ATSC equal to the amount of interest due on the Convertible Subordinated Debentures. These distributions are included in the condensed consolidated statements of operations as interest expense. ================================================================== 8 3. CAT/Cygne Transaction --------------------- In Fiscal 1995, the Company purchased approximately 16% of its merchandise directly from Cygne Designs, Inc. ("Cygne") and an additional 38% of its merchandise through the Company's direct sourcing joint venture with Cygne known as CAT. On September 20, 1996 (the "Effective Date"), pursuant to the Stock and Asset Purchase Agreement dated as of June 7, 1996, by and among ATSC, Ann Taylor, Cygne and Cygne Group F.E. Limited (as amended, the "Purchase Agreement"), Ann Taylor acquired the entire interest of Cygne in CAT and certain of the assets (the "Assets") of the Ann Taylor Woven Division of Cygne (the "Division") that were used for sourcing merchandise for Ann Taylor (the "CAT/Cygne Transaction"). As a result of the CAT/Cygne Transaction, 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 Ann Taylor Global Sourcing. For financial reporting purposes, the transaction has been accounted for as of the Effective Date under the purchase method of accounting in accordance with Accounting Principles Board Opinion No. 16, Accounting for Business Combinations. Pursuant to the Purchase Agreement, at the closing ATSC and Ann Taylor delivered to Cygne, as the purchase price for Cygne's interest in CAT and the Assets (i) 2,348,145 shares of common stock of ATSC having an aggregate value, as of the Effective Date, of $36,000,000, (ii) $3,200,000 in cash as payment for inventory and fixed assets and (iii) approximately $6,500,000 in cash in settlement of open accounts payable by Ann Taylor to Cygne for merchandise delivered by Cygne prior to the closing. The Company also assumed certain liabilities related to the operations of the Division. The purchase price is subject to post-closing adjustments based upon final determination of the value of certain of the assets purchased and liabilities assumed. As of November 2, 1996, certain post-closing adjustments are expected to reduce the net cash paid to approximately $400,000. The total purchase price to the Company of the CAT/Cygne Transaction has been allocated to the tangible and intangible assets and liabilities of CAT and the Division that were acquired, based on preliminary estimates of their respective fair values. Accordingly, the allocation of the purchase price reflected in the accompanying Condensed Consolidated Balance Sheets may be adjusted upon final determination of the purchase price adjustments. Management does not believe the subsequent changes, if any, will be significant. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill and is being amortized on a straight-line basis over 25 years. In connection with the CAT/Cygne Transaction, Ann Taylor entered into two three-year consulting agreements with Cygne for ================================================================== 8 the services of Mr. Bernard Manuel, Chairman and Chief Executive Officer of Cygne, and Mr. Irving Benson, President of Cygne. In November 1996, Mr. Benson resigned from his employment with Cygne and, in accordance with the terms of the consulting agreement relating to Mr. Benson's services, Cygne's obligations and rights under the consulting agreement were automatically assigned to Mr. Benson. In addition, Mr. Dwight Meyer, formerly president of CAT, has entered into a three-year employment agreement with Ann Taylor pursuant to which he will serve as Executive Vice President - Sourcing of Ann Taylor and Ann Taylor Global Sourcing. 4. Supplementary Data ------------------- The following unaudited pro forma condensed consolidated data for the nine months ended November 2, 1996 and October 28, 1995 have been presented to reflect the CAT/Cygne Transaction as if it had occurred at the beginning of each such period: Nine Months Ended Nine Months Ended ------------------- ------------------- November 2, 1996 October 28,1995 ------------------- ------------------- Actual Pro Forma Actual Pro Forma -------- -------- -------- --------- (in thousands) Net sales $584,999 $584,999 $530,501 $530,501 Net income $ 5,701 $ 8,629 $ 368 $ 3,178 The pro forma data set forth above does not purport to be indicative of the results that actually would have occurred if the CAT/Cygne Transaction had occurred at the beginning of the periods presented or of results which may occur in the future. 5. Supplemental Schedule of Noncash Investing and Financing Activities: -------------------------------------------------------------------- A summary of the noncash activity which occurred in conjunction with the CAT/Cygne Transaction is as follows: (in thousands) Fair value of assets acquired $ 8,333 Excess of purchase price over the fair value of net assets acquired 34,734 Ann Taylor's previous investment in CAT (6,711) Issuance of ATSC common stock (36,000) ------- Cash paid $ 356 ======= ======================================================================== 10 Item 2. Management's Discussion and Analysis of Operations --------------------------------------------------- Results of Operations Nine Months Ended ----------------------- November 2, October 28, 1996 1995 ----------- ----------- Number of Stores: Open at beginning of period 306 262 Opened during period 9 43 Expanded during period* 7 29 Closed during period 6 2 Open at end of period 309 303 Type of Stores Open at End of Period: AnnTaylor Stores 260 256 AnnTaylor Factory Stores 23 23 AnnTaylor Loft stores 17 15 AnnTaylor Studio stores 9 9 - --------------- * Expanded stores are excluded from comparable store sales for the first year following expansion. Nine Months Ended November 2, 1996 Compared to Nine Months Ended - ---------------------------------------------------------------- October 28, 1995 - ---------------- The Company's net sales in the first nine months of 1996 increased to $584,999,000 from $530,501,000 in the first nine months of 1995, an increase of $54,498,000 or 10.3%. The increase in net sales was primarily attributable to the fourteen new stores opened and the eight existing stores expanded since the end of the third quarter of 1995, partially offset by the closing of eight stores since the end of the third quarter of 1995 and by a 0.5% decrease in comparable store sales in the first nine months of 1996. Management believes that the decrease in comparable store sales was due primarily to the Company's lower inventory position during the period; during the first nine months of 1996, inventories were on average approximately 15% lower on a per square foot basis compared to the same period of the prior fiscal year. This inventory comparison excludes raw materials, work-in-progress and finished goods acquired September 1996 in connection with the Company's acquisition of CAT and the Assets of the Division. Gross profit as a percentage of net sales increased to 44.6% in the first nine months of 1996 from 42.6% in the first nine months of 1995. This increase was attributable to decreased cost of goods sold as a percentage of net sales, primarily resulting from lower markdowns. ================================================================= 11 Selling, general and administrative expenses were $216,121,000, or 36.9% of net sales in the first nine months of 1996, compared to $198,758,000, or 37.5% of net sales in the first nine months of 1995. The increase in expense was primarily attributable to increased retail square footage, which at the end of the nine-month period was 5.8% higher than at the end of the same nine-month period in 1995. The operating expense rate as a percentage of sales decreased primarily as a result of increased leverage on fixed expenses and the suspension of the Company's mail order catalog, partially offset by higher expense rates in new retail square footage. In connection with the resignation in August of Sally Frame Kasaks as Chairman and Chief Executive Officer of the Company, a one-time pre-tax charge of $3,500,000 ($1,958,000 net of related tax benefit) was recorded relating to the estimated costs of the Company's obligations under Ms. Kasaks' employment contract with ATSC. As a result of the foregoing, operating income increased to $34,039,000, or 5.8% of net sales, in the first nine months of 1996, from $20,027,000, or 3.8% of net sales, in the first nine months of 1995. As described above, operating income was reduced by $3,500,000, or 0.6% of net sales, related to the estimated costs of the Company's obligations under Ms. Kasaks' employment contract. Amortization of goodwill was $7,331,000 in the first nine months of 1996 compared to $7,130,000 in the first nine months of 1995. Operating income, without giving effect to such goodwill amortization in either year, was $41,370,000, or 7.1% of net sales, in the 1996 period and $27,157,000, or 5.1% of net sales, in the 1995 period. Interest expense was $18,676,000 in the first nine months of 1996, which includes distributions by Ann Taylor to ATSC relating to the Preferred Securities, and $14,368,000 in the first nine months of 1995. The increase in interest expense is primarily attributable to higher interest rates applicable to the Company's debt obligations and higher outstanding indebtedness in 1996. The income tax provision was $9,188,000, or 61.7% of income before income taxes in the 1996 period, compared to $5,091,000, or 93.3% of income before income taxes in the 1995 period. The effective income tax rate for both periods was higher than the statutory rate primarily as a result of non-deductible goodwill amortization. As a result of the foregoing factors, the Company had net income of $5,701,000, or 1.0% of net sales, for the first nine months of 1996 compared to net income of $368,000, or 0.1% of net sales, for the first nine months of 1995. =================================================================== 12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.3 Employment Agreement dated November 25, 1996 between ATSC and Patricia DeRosa. Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. 10.4 Employment Agreement dated September 20, 1996 between Ann Taylor and Dwight F. Meyer. Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. 10.5 First Amendment to the Amended and Restated Receivables Financing Agreement, dated as of October 31, 1995, among AnnTaylor Funding, Inc., Ann Taylor, Market Street Capital Corp. and PNC Bank, National Association. Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. 10.6 Amended and Restated Credit Agreement, dated as of September 20, 1996, between AnnTaylor Global Sourcing, Inc. and the HongKong and Shanghai Banking Corporation Limited. Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. 10.7 Promissory Note dated September 20, 1996 from AnnTaylor Global Sourcing, Inc. to the HongKong and Shanghai Banking Corporation Limited, New York Branch. Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. ========================================================================= 13 10.8 Amended and Restated Security Agreement, dated as of September 20, 1996, between AnnTaylor Global Sourcing, Inc. and the HongKong and Shanghai Banking Corporation Limited. Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. 10.9 Letter of Negative Pledge, dated as of September 20, 1996, from AnnTaylor Global Sourcing, Inc. to the HongKong and Shanghai Banking Corporation Limited. Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q of ATSC for the Quarter ended November 2, 1996 filed on December 17, 1996. (b) Reports on Form 8-K: ATSC filed a report dated August 23, 1996 with the Commission on Form 8-K on August 30, 1996 with respect to (i) the resignation of Sally Frame Kasaks as the Company's Chairman and Chief Executive Officer and the promotion of J. Patrick Spainhour from President and Chief Operating Officer to Chairman and Chief Executive Officer, (ii) the amendment of the Stock and Asset Purchase Agreement among ATSC, Ann Taylor, Cygne and Cygne Group (F.E.) Limited providing for the acquisition by Ann Taylor of Cygne's interest in CAT and the assets of the Division, and (iii) preliminary unaudited pro forma financial information for the Company, CAT U.S., Inc., C.A.T. (Far East) Limited and the Division on a combined basis for the six months ended August 3, 1996. The Company filed a report dated September 20, 1996 with the Commission on Form 8-K on September 26, 1996 with respect to the consummation of the acquisition by the Company, through its wholly owned subsidiary Ann Taylor, of Cygne's interest in CAT and the Assets of the Division. ===================================================================== 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ANNTAYLOR, INC. Date: December 17, 1996 By: /s/ Paul E. Francis ------------------- ---------------------- Paul E. Francis Executive Vice President- Finance and Administration (Chief Financial Officer) Date: December 17, 1996 By: /s/ Walter J. Parks ------------------- ----------------------- Walter J. Parks Senior Vice President - Finance (Principal Accounting Officer) EX-27 2 FDS
5 This schedule contains summary financial information extracted from the condensed consolidated statements of operations and condensed balance sheets and is qualified in its entirety by reference to such financial statements. 0000850090 ANNTAYLOR, INC. 1,000 9-MOS FEB-01-1997 NOV-02-1996 2,421 0 71,286 765 127,952 222,729 206,514 59,850 717,222 78,008 0 0 0 1 463,614 717,222 584,999 584,999 324,008 324,008 227,426 0 18,676 14,889 9,188 0 0 0 0 5,701 0 0
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