-----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, Dka7D/fYvVL4GPoyI8Jmaz2dIW6Fe5/FqEbh6wdkK/g+vtOBq3wHG5esY5ntKQ4x DYkpvVZzUV1z/iKKYLo+Qg== 0000950110-96-001362.txt : 19961113 0000950110-96-001362.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950110-96-001362 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NYSE SUBJECT COMPANY: 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: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42038 FILM NUMBER: 96657886 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125413300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYGNE DESIGNS INC CENTRAL INDEX KEY: 0000906782 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 042843286 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1372 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123546474 MAIL ADDRESS: STREET 1: 1372 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* ANNTAYLOR STORES CORPORATION ---------------------------- (Name of Issuer) COMMON STOCK, $.0068 PAR VALUE PER SHARE ---------------------------------------- (Title of Class of Securities) 036115103 -------------- (CUSIP Number) Paul D. Baiocchi, Esq., Vice President, General Counsel and Secretary, Cygne Designs, Inc., 1372 Broadway, New York, Ny 10018; Telephone (212) 354-6474 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 8, 1996 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to the "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -1- SCHEDULE 13D - ---------------------------- -------------------------------- CUSIP No.036115 10 3 Page 2 of 5 Pages - ---------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cygne Designs, Inc.; EIN 04-2843286 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,506,645 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,506,645 OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,506,645 REPORTING --------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 1,506,645 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,506,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. -2- SCHEDULE 13D This Amendment No. 2 amends and supplements the Schedule 13D, dated September 30, 1996 as amended on October 25, 1996 (the "Schedule 13D"), filed on behalf of Cygne Designs, Inc. (the "Company" or "Cygne"), a Delaware corporation. The business address of Cygne is 1372 Broadway, New York, New York 10018. Except as modified hereby, there has been no change in the information previously reported in the Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Cygne beneficially owns 1,506,645 shares of ATSC Common Stock, comprising 5.9% of the outstanding shares of the ATSC Common Stock. (b) Cygne has the sole or shared power to vote or direct the vote for 1,506,645 shares of the Issuer's Common Stock, and Cygne has the sole or shared power to dispose or direct the disposition of 1,506,645 shares of the Issuer's Common Stock. No Executive Officer and Director has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or direct the disposition of any shares of the Issuer's Common Stock, except that the Board of Directors of Cygne may be deemed to have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the AT Shares. The Stockholders Agreement among Cygne, Cygne Group (F.E.) Limited, a wholly-owned subsidiary of Cygne ("CGFE"), and ATSC requires that the AT Shares be voted in the same proportion as the votes cast by all other stockholders of ATSC. In addition, upon an event of default under Cygne's credit facility with the Hongkong and Shanghai Banking Corporation Limited (the "HS Bank"), the HS Bank may vote the AT Shares. Further, Cygne's credit arrangement with the HS Bank requires that Cygne dispose of some or all of the AT Shares under certain circumstances. See Item 6. (c) Since filing on Amendment No. 1 to the Schedule 13D on October 25, 1996, Cygne made the following sales of shares of ATSC Common Stock on the New York Stock Exchange: -3- No. of Price Date Shares Sold Per Share($) -------- ----------- ------------ 11/06/96 48,000 19 11/06/96 25,000 19-1/4 11/06/96 14,000 19-3/8 11/06/96 13,000 19-1/2 11/07/96 3,000 19-3/8 11/07/96 57,000 19-1/4 11/07/96 65,000 19-1/2 11/08/96 50,000 19-1/2 11/08/96 57,500 19-3/8 Other than as set forth above in Item 5(c), the Reporting Person has not effected any transactions in the ATSC Common Stock since filing Amendment No. 1 on Schedule 13D on October 25, 1996. (d) No person or entity other than Cygne has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the AT Shares owned by Cygne except that the HS Bank has the right to receive dividends and proceeds under certain circumstances as described under Item 6. (e) Not applicable. -4- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 11, 1996 CYGNE DESIGNS, INC. By: /S/ PAUL D. BAIOCCHI ------------------------- Paul D. Baiocchi Vice President and Secretary -5- -----END PRIVACY-ENHANCED MESSAGE-----