<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 28, 2000
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________to__________________
Commission file number 0-3747
-------------------------------------
THE CATO CORPORATION AND SUBSIDIARIES
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 56-0484485
------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8100 Denmark Road, Charlotte, North Carolina 28273-5975
-------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(704) 554-8510
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the 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 [ ]
As of November 14, 2000, there were 19,538,223 shares of Class A Common Stock
and 5,364,317 shares of Class B Common Stock outstanding.
<PAGE> 2
THE CATO CORPORATION
FORM 10-Q
OCTOBER 28, 2000
TABLE OF CONTENTS
Page
No.
----
PART I - FINANCIAL INFORMATION (UNAUDITED)
Condensed Consolidated Statements of Income 2
For the Three Months and Nine Months Ended
October 28, 2000 and October 30, 1999
Condensed Consolidated Balance Sheets 3
At October 28, 2000, October 30, 1999 and January 29, 2000
Condensed Consolidated Statements of Cash Flows 4
For the Nine Months Ended October 28, 2000
and October 30, 1999
Notes to Condensed Consolidated Financial Statements 5 - 7
For the Three Months and Nine Months Ended
October 28, 2000 and October 30, 1999
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 11
PART II - OTHER INFORMATION 12 - 13
<PAGE> 3
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PART I FINANCIAL INFORMATION
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------- ----------------------------
OCTOBER 28, October 30, OCTOBER 28, October 30,
2000 1999 2000 1999
(UNAUDITED) (Unaudited) (UNAUDITED) (Unaudited)
------------- ------------- -------------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES
Retail sales $ 136,856 $ 127,367 $ 462,385 $ 429,196
Other income (principally finance and layaway charges) 4,764 4,990 15,157 14,844
------------- ------------- -------------- ------------
Total revenues 141,620 132,357 477,542 444,040
------------- ------------- -------------- ------------
COSTS AND EXPENSES
Cost of goods sold 97,429 90,247 312,768 290,364
Selling, general and administrative 35,014 34,485 110,890 105,525
Depreciation 2,320 2,202 7,075 6,334
Interest 15 5 32 16
------------- ------------- -------------- ------------
Total expenses 134,778 126,939 430,765 402,239
------------- ------------- -------------- ------------
INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 6,842 5,418 46,777 41,801
Income tax expense 2,395 1,896 16,372 14,630
------------- ------------- -------------- ------------
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 4,447 3,522 30,405 27,171
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAX ($79) -- -- -- 147
------------- ------------- -------------- ------------
NET INCOME $ 4,447 $ 3,522 $ 30,405 $ 27,318
============= ============= ============== ============
BASIC EARNINGS PER SHARE $ .18 $ .13 $ 1.22 $ 1.03
============= ============= ============== ============
DILUTED EARNINGS PER SHARE $ .18 $ .13 $ 1.20 $ 1.01
============= ============= ============== ============
DIVIDENDS PER SHARE $ .10 $ .075 $ .30 $ .205
============= ============= ============== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
OCTOBER 28, October 30, January 29,
2000 1999 2000
(UNAUDITED) (Unaudited)
--------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 6,940 $ 26,502 $ 30,389
Short-term investments 58,888 54,347 56,886
Accounts receivable - net 44,598 44,126 45,458
Merchandise inventories 94,734 90,355 69,497
Deferred income taxes 3,796 3,969 4,093
Prepaid expenses 1,780 1,520 2,494
--------------- --------------- ---------------
Total Current Assets 210,736 220,819 208,817
Property and Equipment - net 82,236 67,032 69,338
Other Assets 8,442 6,524 7,634
--------------- --------------- ---------------
Total $ 301,414 $ 294,375 $ 285,789
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 63,415 $ 62,209 $ 54,707
Accrued expenses 22,477 24,358 24,392
Income taxes 4,312 5,250 4,730
--------------- --------------- ---------------
Total Current Liabilities 90,204 91,817 83,829
Deferred Income Taxes 5,550 5,801 5,806
Other Noncurrent Liabilities 7,930 7,413 7,374
Stockholders' Equity
Preferred Stock, $100 par value per share, 100,000
shares authorized, none issued -- -- --
Class A Common Stock, $.033 par value per share,
50,000,000 shares authorized; issued 24,296,971
shares, 24,163,587 shares and 24,173,480 shares at
October 28, 2000, October 30, 1999 and
January 29, 2000, respectively 810 805 805
Convertible Class B Common Stock, $.033 par value
per share, 15,000,000 shares authorized; issued
5,364,317 shares, 5,264,317 shares and 5,364,317
shares at October 28, 2000, October 30, 1999 and
January 29, 2000, respectively 179 176 179
Additional paid-in capital 73,034 70,640 71,974
Retained earnings 169,651 142,230 146,881
Accumulated Other Comprehensive Loss (1,458) (1,108) (1,801)
Unearned Compensation - Restricted Stock Awards (763) -- (984)
--------------- --------------- ---------------
241,453 212,743 217,054
Less Class A Common Stock in treasury, at cost
(4,759,148 shares at October 28, 2000, 2,883,948
shares at October 30, 1999 and 3,290,348
shares at January 29, 2000, respectively) (43,723) (23,399) (28,274)
--------------- --------------- ---------------
Total Stockholders' Equity 197,730 189,344 188,780
--------------- --------------- ---------------
Total $ 301,414 $ 294,375 $ 285,789
=============== =============== ===============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
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THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
--------------------------------------------
OCTOBER 28, October 30,
2000 1999
(UNAUDITED) (Unaudited)
--------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 30,405 $ 27,318
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 7,075 6,334
Amortization of investment premiums 101 138
Compensation expense related to restricted stock award 221 --
Loss on disposal of property and equipment 881 405
Changes in operating assets and liabilities which
provided (used) cash:
Accounts receivable 860 410
Merchandise inventories (25,237) (29,243)
Other assets (94) 500
Accrued income taxes (418) 5,053
Accounts payable and other liabilities 7,391 14,353
----------------- ----------------
Net cash provided by operating activities 21,185 25,268
----------------- ----------------
INVESTING ACTIVITIES
Expenditures for property and equipment (20,854) (19,032)
Purchases of short-term investments (9,447) (20,013)
Sales of short-term investments 7,687 5,619
----------------- ----------------
Net cash used in investing activities (22,614) (33,426)
----------------- ----------------
FINANCING ACTIVITIES
Dividends paid (7,636) (5,454)
Purchases of treasury stock (15,449) (4,697)
Proceeds from employee stock purchase plan 445 436
Proceeds from stock options exercised 620 307
----------------- ----------------
Net cash used in financing activities (22,020) (9,408)
----------------- ----------------
Net Decrease in Cash and Cash Equivalents (23,449) (17,566)
Cash and Cash Equivalents at Beginning of Period 30,389 44,068
----------------- ----------------
Cash and Cash Equivalents at End of Period $ 6,940 $ 26,502
================= ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 28, 2000
AND OCTOBER 30, 1999
--------------------------------------------------------------------------------
NOTE 1 - GENERAL:
The consolidated financial statements have been prepared from the accounting
records of The Cato Corporation and its wholly-owned subsidiaries (the Company),
and all amounts shown at October 28, 2000 and October 30, 1999 are unaudited. In
the opinion of management, all adjustments (consisting solely of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of the interim period may not be indicative of the entire
year.
The interim financial statements should be read in conjunction with the
financial statements and notes thereto, included in the Company's Annual Report
in Form 10-K for the fiscal year ended January 29, 2000.
The Company's short-term investments are classified as available-for-sale
securities, and therefore, are carried at fair value, with unrealized gains and
losses, net of income taxes, reported as a component of other comprehensive
income.
Total comprehensive income for the third quarter and nine months ended October
28, 2000 was $4,636,000 and $30,748,000, respectively. Total comprehensive
income for the third quarter and nine months ended October 30, 1999 was
$3,277,000 and $25,986,000, respectively. Total comprehensive income is composed
of net income and net unrealized gains and losses on available-for-sale
securities.
Merchandise inventories are stated at the lower of cost (first-in, first-out
method) or market as determined by the retail inventory method.
In the first quarter of fiscal 2000, the Company repurchased 1,468,800 shares of
Class A Common Stock for $15,449,000, or an average price of $10.52 per share.
In the first quarter of fiscal 1999, the Company repurchased 569,000 shares of
Class A Common Stock for $4,577,000, or an average price of $8.04 per share. In
March 1999, the Company transferred 63,000 shares of Class A Common Stock from
treasury stock to its Employee Stock Ownership Plan as the contribution for the
fiscal year ended January 30, 1999.
The provisions for income taxes are based on the Company's estimated annual
effective tax rate.
Effective for fiscal 1999, the Company changed its policy for recognizing
revenues related to layaway sales to comply with the Securities and Exchange
Commissions Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). Revenues for layaway sales and related fees are
recognized when the layaway merchandise is delivered to the customer.
Previously, revenues were recognized at the time of the sale. The Company
accounted for the adoption of SAB 101 as a change in accounting principle and
recorded a cumulative effect in the first quarter of fiscal 1999. The cumulative
effect of this accounting
<PAGE> 7
Page 6
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 28, 2000
AND OCTOBER 30, 1999
--------------------------------------------------------------------------------
NOTE 1 - GENERAL CONTINUED:
change resulted in an increase in net income of $147,000, net of income tax of
$79,000, or $.01 per share. This increase was driven by the release of the
Company's layaway reserve, which slightly exceeded the associated margin on
previously recognized layaway sales. The proforma effect of retroactive
application of the accounting change on fiscal 1998 is immaterial to the
financial statements.
NOTE 2 - EARNINGS PER SHARE:
Earnings per share is calculated by dividing net income by the weighted-average
number of Class A and Class B common shares outstanding during the respective
periods. The weighted-average shares outstanding is used in the basic earnings
per share calculation, while the weighted-average shares and equivalents
outstanding is used in the diluted earnings per share calculation.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------------- --------------------------------
OCTOBER 28, October 30, OCTOBER 28, October 30,
2000 1999 2000 1999
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Weighted-average shares outstanding (basic) 24,865,073 26,523,490 24,980,060 26,559,736
Dilutive effect of stock options 415,829 579,744 396,733 469,030
-------------- ------------- -------------- ---------------
Weighted-average shares and
equivalents outstanding (diluted) 25,280,902 27,103,234 25,376,793 27,028,766
============== =============== ============== ===============
</TABLE>
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION:
Income tax payments, net of refunds received, for the nine months ended October
28, 2000 and October 30, 1999 were $17,435,000 and $10,021,000, respectively.
NOTE 4 - FINANCING ARRANGEMENTS:
At October 28, 2000, the Company had an unsecured revolving credit agreement
which provides for borrowings of up to $35 million. The revolving credit
agreement is committed until July 2003. The credit agreement contains various
financial covenants and limitations, including the maintenance of specific
financial ratios. The Company was in compliance with all financial covenants and
ratios and there were no borrowings outstanding under the agreement at October
28, 2000, October 30, 1999 or January 29, 2000.
<PAGE> 8
Page 7
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 28, 2000
AND OCTOBER 30, 1999
--------------------------------------------------------------------------------
NOTE 5 - REPORTABLE SEGMENT INFORMATION:
The Company has two reportable segments: retail and credit. The following
schedule summarizes certain segment information (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------- ----------------------------------
OCTOBER 28, October 30, OCTOBER 28, October 30,
2000 1999 2000 1999
-------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Revenues:
Retail $ 138,142 $ 129,438 $ 467,421 $ 435,396
Credit 3,478 2,919 10,121 8,644
============= ============ ============ =============
Total $ 141,620 $ 132,357 $ 477,542 $ 444,040
============= ============ ============ =============
Income before taxes and cumulative
effect of accounting change:
Retail $ 5,591 $ 4,250 $ 43,356 $ 38,773
Credit 1,251 1,168 3,421 3,028
============= ============ ============ =============
Total $ 6,842 $ 5,418 $ 46,777 $ 41,801
============= ============ ============ =============
</TABLE>
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain items in the
Company's unaudited Condensed Consolidated Statements of Income as a percentage
of total retail sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ -------------------------------
OCTOBER 28, October 30, OCTOBER 28, October 30,
2000 1999 2000 1999
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Total retail sales 100.0% 100.0% 100.0% 100.0%
Total revenues 103.5 103.9 103.3 103.4
Cost of goods sold 71.2 70.9 67.7 67.6
Selling, general and administrative 25.6 27.0 24.0 24.6
Income before income taxes 5.0 4.3 10.1 9.7
Net income 3.2 2.8 6.6 6.3
</TABLE>
COMPARISON OF THIRD QUARTER AND FIRST NINE MONTHS OF 2000 WITH 1999.
OPERATING RESULTS
Total retail sales for the third quarter were $136.9 million compared to last
year's third quarter sales of $127.4 million, a 7% increase. Same-store sales
increased 2% in the third quarter. For the nine months ended October 28, 2000,
total retail sales were $462.4 million compared to last year's first nine months
sales of $429.2 million, an 8% increase, and same-store sales increased 1% for
the comparable nine month period. The increase in retail sales for the first
nine months of 2000 resulted from the Company's continued everyday low pricing
strategy, improved merchandise offerings, and an increase in store development
activity. The Company operated 847 stores at October 28, 2000 compared to 794
stores at the end of last year's third quarter.
Other income for the third quarter decreased 5% over the prior year's comparable
period. The decrease in the third quarter resulted primarily from a reduction of
interest income.
Cost of goods sold were 71.2% and 67.7% of total retail sales for the third
quarter and first nine months of 2000, respectively, compared to 70.9% and 67.6%
for last year's comparable three and nine month periods. The slight increase in
cost of goods sold as a percentage of retail sales for the third quarter was
attributable to an increase in freight and distribution costs.
<PAGE> 10
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
OPERATING RESULTS - CONTINUED
Selling, general and administrative (SG&A) expenses were $35.0 million and
$110.9 million for the third quarter and first nine months of this year,
compared to $34.5 million and $105.5 million for last year's comparable three
and nine month periods, respectively. SG&A expenses as a percentage of retail
sales for the third quarter and first nine months of 2000 declined 140 and 60
basis points, respectively, over the prior year as expenses remained well
controlled and under plan.
Effective for fiscal 1999, the Company changed its policy for recognizing
revenues related to layaway sales to comply with the Securities and Exchange
Commissions Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). Revenues for layaway sales and related fees are
recognized when the layaway merchandise is delivered to the customer.
Previously, revenues were recognized at the time of the sale. The Company
accounted for the adoption of SAB 101 as a change in accounting principle and
recorded a cumulative effect in the first quarter of fiscal 1999. The cumulative
effect of this accounting change resulted in an increase in net income of
$147,000, net of income tax of $79,000, or $.01 per share. This increase was
driven by the release of the Company's layaway reserve, which slightly exceeded
the associated margin on previously recognized layaway sales. The proforma
effect of retroactive application of the accounting change on fiscal 1998 is
immaterial to the financial statements.
LIQUIDITY AND CAPITAL RESOURCES
At October 28, 2000, the Company had working capital of $120.5 million, compared
to $129.0 million at October 30, 1999 and $125.0 million at January 29, 2000.
Cash provided by operating activities was $21.2 million for the nine months
ended October 28, 2000, compared to $25.3 million for last year's comparable
nine month period. The decrease resulted primarily from a decrease in the change
of accounts payable and other liabilities and accrued income taxes offset by a
decrease in the change of merchandise inventories and an increase in net income.
At October 28, 2000, the Company had cash, cash equivalents, and short-term
investments of $65.8 million, compared to $80.8 million at October 30, 1999 and
$87.3 million at January 29, 2000.
Net cash used in investing activities totaled $22.6 million for the first nine
months of 2000 compared to $33.4 million for the comparable period of 1999. Cash
was used primarily to fund capital expenditures for new, relocated and remodeled
stores and for new technology. The decrease in cash used was primarily related
to a decrease in purchases of short-term investments in fiscal 2000 as compared
to fiscal 1999.
Expenditures for property and equipment totaled $20.9 million for the nine
months ended October 28, 2000, compared to $19.0 million of expenditures in last
year's first nine months. The Company expects total capital expenditures to be
approximately $28 million for the current
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
fiscal year. The Company intends to open approximately 65 new stores, relocate
32 stores, remodel 100 stores and close 13 stores during the current fiscal
year. For the nine months ended October 28, 2000, the Company had opened 47 new
stores, relocated 29 stores, remodeled 80 stores and closed nine stores.
Net cash used in financing activities totaled $22.0 million for the first nine
months of 2000 compared to $9.4 million for the comparable period of 1999. The
increase was due primarily from its share buyback program and an increase in
dividends paid in fiscal 2000 as compared to fiscal 1999.
At October 28, 2000, the Company had an unsecured revolving credit agreement
which provides for borrowings of up to $35 million. The revolving credit
agreement is committed until July 2003. The credit agreement contains various
financial covenants and limitations, including the maintenance of specific
financial ratios. The Company was in compliance with all financial covenants and
ratios and there were no borrowings outstanding under the agreement at October
28, 2000, October 30, 1999 or January 29, 2000.
In February 2000, the Board of Directors increased the quarterly dividend by 33%
from $.075 per share to $.10 per share.
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities". In June 2000, the FASB issued SFAS No. 138,
which amended certain provisions of SFAS 133. The Company will adopt SFAS 133
and the corresponding amendments under SFAS 138 on February 4, 2001. The Company
has performed an inventory of embedded derivatives and does not believe that it
has any derivatives (embedded or otherwise) that would have to be disclosed and
fair valued under SFAS 133, as amended by SFAS 138. This statement should have
no impact on the Company's consolidated results of operations and financial
position.
At October 28, 2000, October 30, 1999 and January 29, 2000, the Company's
investment portfolio consisted of governmental debt securities with maturities
of up to 36 months. These securities are classified as available-for-sale, and
are recorded on the balance sheet at fair value with unrealized gains and losses
reported as accumulated other comprehensive loss.
The Company believes that its cash, cash equivalents and short-term investments,
together with cash flows from operations and borrowings available under its
revolving credit agreement, will be adequate to fund the Company's proposed
capital expenditures and other operating requirements during fiscal 2000.
<PAGE> 12
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THE CATO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
Form 10-Q includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements
other than statements of historical facts included in the Form 10-Q and located
elsewhere herein regarding the Company's financial position and business
strategy may constitute forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct.
<PAGE> 13
Page 12
PART II OTHER INFORMATION
THE CATO CORPORATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) None
(B) No Reports on Form 8-K were filed during the quarter ended
October 28, 2000.
<PAGE> 14
Page 13
PART II OTHER INFORMATION (CONTINUED)
THE CATO CORPORATION
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.
THE CATO CORPORATION
December 6, 2000 /s/ Wayland H. Cato, Jr.
-------------------------- --------------------------------------
Date Wayland H. Cato, Jr.
Chairman of the Board
December 6, 2000 /s/ John P. Derham Cato
-------------------------- --------------------------------------
Date John P. Derham Cato
Vice Chairman of the Board
President and Chief Executive Officer
December 6, 2000 /s/ Michael O. Moore
-------------------------- --------------------------------------
Date Michael O. Moore
Executive Vice President
Chief Financial Officer and Secretary
December 6, 2000 /s/ Robert M. Sandler
-------------------------- --------------------------------------
Date Robert M. Sandler
Senior Vice President
Controller
