-----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, TU8gLhU8RqSh/WofI3vBN/bfL/SlptgprI1M3RLExw32AMX5fWkvalKfvtqYwmYE V0TQREt+FxPXHDCg9MoA9g== 0000950172-99-000767.txt : 19990617 0000950172-99-000767.hdr.sgml : 19990617 ACCESSION NUMBER: 0000950172-99-000767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990611 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR ANN STORES CORP CENTRAL INDEX KEY: 0000874214 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 133499319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10738 FILM NUMBER: 99647073 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125413300 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11980 FILM NUMBER: 99647074 BUSINESS ADDRESS: STREET 1: 142 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125413300 8-K 1 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 _____________ June 11, 1999 __________________________________________________________________________ (Date of Earliest Event Reported) ANNTAYLOR STORES CORPORATION __________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Delaware 1-10738 13-3499319 __________________________________________________________________________ (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) ANNTAYLOR, INC. __________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Delaware 1-11980 51-0297083 __________________________________________________________________________ (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 142 West 57th Street New York, New York 10019 _____________________________________________________________________________ (Address, including Zip Code, of Registrants' Principal Executive Offices) (212) 541-3300 ___________________________________________________________________________ (Registrants' Telephone Number, Including Area Code) Not Applicable ___________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On June 11, 1999, AnnTaylor Stores Corporation, a Delaware corporation (the "Company"), announced that it intended to raise at least $100,000,000 through the sale of discounted convertible subordinated debentures due 2019 (the "Debentures"), which would be convertible at the option of the holders thereof into shares of the Company's common stock. On June 15, 1999, the Company announced the terms of the Debentures, which it expects to issue for an aggregate issue price of $100,000,000, or $180,975,000 aggregate principal amount (subject to an increase to up to $110,000,000 issue price, or $199,072,500 aggregate principal amount). The Debentures will be sold for an issue price of $552.56 per $1,000 principal amount of Debenture, and will pay cash interest on the principal amount at the rate of 0.55% per annum, resulting in a yield to maturity of 3.75%. The Debentures will be convertible at the option of the holders thereof into 12.078 shares of the Company's common stock per $1,000 face amount of Debenture (equivalent to $45.75 per share of the Company's common stock). The Debentures will be guaranteed on a Subordinated basis by the Company's wholly owned subsidiary, AnnTaylor, Inc. The Company intends to use the proceeds of the Debentures to refinance the outstanding 8 3/4% Subordinated Notes due 2000 issued by AnnTaylor, Inc. The information set forth above is qualified in its entirety by reference to press releases issued by the Company on June 11, 1999 and June 15, 1999, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release issued by the Company on June 11, 1999. 99.1 Press Release issued by the Company on June 15, 1999. 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 hereunto duly authorized. ANNTAYLOR STORES CORPORATION By: /s/ Jocelyn F. L. Barandiaran _________________________________ Name: Jocelyn F. L. Barandiaran Title: Senior Vice President Date: June 15, 1999 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 hereunto duly authorized. ANNTAYLOR, INC. By: /s/ Jocelyn F. L. Barandiaran ________________________________ Name: Jocelyn F. L. Barandiaran Title: Senior Vice President Date: June 15, 1999 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release issued by the Company on June 11, 1999. 99.2 Press Release issued by the Company on June 15, 1999. EX-99 2 EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 ANNTAYLOR 142 WEST 57TH STREET NEW YORK, N.Y. 10019 FOR IMMEDIATE RELEASE New York, New York, June 11, 1999 - AnnTaylor Stores Corporation (NYSE: ANN) announced today that it intends to raise at least $100 million through the sale of discounted convertible subordinated debentures due 2019. The Debentures will be convertible at the option of the holders thereof into shares of the Company's common stock. The Company plans to use the proceeds of the financing to refinance the 8 3/4% Senior Subordinated Notes due 2000 issued by the Company's wholly owned subsidiary AnnTaylor, Inc. Consummation of the financing is subject to obtaining the consents of the required lenders under the Company's revolving credit facility, and to market and other conditions, and there can be no assurance that the offering of the Debentures will be consummated. The securities will not be registered or required to be registered under the Securities Act of 1933 (the "Securities Act") and will be sold in the United States in a private placement under Rule 144A under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Ann Taylor is one of the country's leading women's specialty retailers, operating 383 stores in 42 states and the District of Columbia. ------ Contacts: Investor Relations: Media Relations: Barry Erdos Jill Golden EVP - Chief Financial Officer Vice President - Communications (212) 541-3318 (212) 541-3269 EX-99 3 EXHIBIT 99.2 - PRESS RELEASE EXHIBIT 99.2 ANNTAYLOR 142 WEST 57TH STREET NEW YORK, N.Y. 10019 FOR IMMEDIATE RELEASE New York, New York, June 15, 1999 - AnnTaylor Stores Corporation (NYSE: ANN) announced today that it has established the terms of the discounted convertible subordinated debentures due 2019 ("Debentures") that it disclosed on Friday, June 11, 1999 it was offering for sale through a private placement. The Debentures will be sold for an issue price of $552.56 per $1,000 principal amount of Debenture, and will pay cash interest on the principal amount at the rate of 0.55% per annum, resulting in a yield to maturity of 3.75%. The Debentures will be convertible at the option of the holders thereof into 12.078 shares of the Company's common stock per $1,000 face amount of Debenture (equivalent to $45.75 per share of Common Stock). The Company expects to issue Debentures having an aggregate issue price of $100,000,000, or $180,975,000 aggregate principal amount (subject to increase to up to $110,000,000 issue price, or $199,072,500 aggregate principal amount). As previously announced, the Company intends to use the proceeds of the Debentures to refinance the 8 3/4% Subordinated Notes due 2000 issued by the Company's wholly owned subsidiary AnnTaylor, Inc. Consummation of the sale of the Debentures is subject to customary closing conditions, and there can be no assurance that the offering of the Debentures will be consummated. The securities will not be registered or required to be registered under the Securities Act of 1933 (the "Securities Act") and will be sold in the United States in a private placement under Rule 144A under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Ann Taylor is one of the country's leading women's specialty retailers, operating 383 stores in 42 states and the District of Columbia. ------ Contacts: Investor Relations: Media Relations: Barry Erdos Jill Golden EVP - Chief Financial Officer Vice President - Communications (212) 541-3318 (212) 541-3269 -----END PRIVACY-ENHANCED MESSAGE-----