<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
THE CATO CORPORATION
(Exact name of registrant, as specified in its charter)
DELAWARE 56-0484485
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8100 Denmark Road
Charlotte, North Carolina 28273-5975
(704) 554-8510
(Address of principal executive offices)
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THE CATO CORPORATION
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-------------
MICHAEL O. MOORE
Executive Vice President
Chief Financial Officer and
Secretary
The Cato Corporation
8100 Denmark Road
Charlotte, North Carolina 28273-5975
(Name and address of agent for service)
(704) 554-8510
(Telephone number, including area code, of agent for service)
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered price per unit aggregate offering price registration fee
- -------------------------- ---------------- -------------------------- -------------------------- ------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 250,000 $10.625 (2) $2,656,250 (1) $ 701.25
par value $0.03 1/3
(including rights to purchase
Class A Common Stock)
=======================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to The Cato Corporation 1993 Stock Purchase
Plan.
(2) In accordance with Rule 457(h)(1) of Regulation C, the proposed maximum
offering price per unit is computed on the basis of the average of the high
and low prices on the NASDAQ National Market System on January 31, 2000.
================================================================================
<PAGE> 2
INCORPORATION BY REFERENCE
This registration statement registers 250,000 additional shares of
Class A common stock of The Cato Corporation, rights to purchase Class A common
stock, including an indeterminate amount of Plan interests under The Cato
Corporation 1993 Stock Purchase Plan, shares and rights under which have
previously been registered on Form S-8 (Registration No. 33-69844) (the "Prior
Registration Statement"). The contents of the Prior Registration Statement are
incorporated by reference into this registration statement.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by The Cato Corporation (the "Registrant") and The
Cato Corporation 1993 Stock Purchase Plan (the "Plan") are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
January 30, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended May 1, 1999, July 31, 1999 and October 30, 1999;
(c) The Plan's Annual Report on Form 11-K for the fiscal year ended
September 30, 1999;
(d) The description of the Registrant's Common Stock, no par value
contained in the Registrant's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description; and
(e) All documents subsequently filed by the Registrant or the Plan with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold from the
date of filing such documents with the Commission.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document (which
also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
2
<PAGE> 3
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina on January
14, 2000.
THE CATO CORPORATION
By: /s/ MICHAEL O. MOORE
-------------------------------------
Michael O. Moore
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each undersigned and director and officer of The Cato Corporation
hereby constitutes and appoints Michael O. Moore and John P. Derham Cato, and
each of them, with full power of substitution and resubstitution, his true and
lawful attorneys-in-fact and agents, for him and his name, place, and stead, in
any and all capacities, to sign on his behalf any and all amendments (including
post-effective amendments and amendments thereto) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, and grants
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to de done in and about the premises as fully as to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms all that such
attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JOHN P. DERHAM CATO President and Chief Executive January 14, 2000
- ------------------------------------ Officer (principal executive
John P. Derham Cato officer) and Director
</TABLE>
(Signatures Continued)
3
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL O. MOORE Executive Vice President and Chief January 14, 2000
-------------------------------------------- Financial Officer (principal
Michael O. Moore financial officer and principal
accounting officer)
/s/ WAYLAND H. CATO, JR. Chairman of the Board and Director January 14, 2000
--------------------------------------------
Wayland H. Cato, Jr.
/s/EDGAR T. CATO Director January 14, 2000
--------------------------------------------
Edgar T. Cato
/s/HOWARD A. SEVERSON Director January 14, 2000
--------------------------------------------
Howard A. Severson
/s/ROBERT W. BRADSHAW, JR. Director January 14, 2000
--------------------------------------------
Robert W. Bradshaw, Jr.
/s/GRANT L. HAMRICK Director January 14, 2000
--------------------------------------------
Grant L. Hamrick
/s/THOMAS E. CATO Director January 14, 2000
--------------------------------------------
Thomas E. Cato
/s/ CLARICE CATO GOODYEAR Director January 14, 2000
--------------------------------------------
Clarice Cato Goodyear
/s/ GEORGE S. CURRIN Director January 14, 2000
--------------------------------------------
George S. Currin
/s/ PAUL FULTON Director January 14, 2000
--------------------------------------------
Paul Fulton
/s/ JAMES H. SHAW Director January 19, 2000
--------------------------------------------
James H. Shaw
/s/ A.F. SLOAN Director January 14, 2000
--------------------------------------------
A. F. Sloan
</TABLE>
4
<PAGE> 5
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
The Cato Corporation Compensation Committee has duly caused the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on January 14,
2000.
THE CATO CORPORATION 1993 STOCK PURCHASE
PLAN
By: The Cato Corporation Compensation Committee
By: /s/ PAUL FULTON
----------------------------------
Paul Fulton, Committee Member
By: /s/ GRANT L. HAMRICK
----------------------------------
Grant L. Hamrick, Committee Member
By: /s/ JAMES H. SHAW
----------------------------------
James H. Shaw, Committee Member
By: /s/ A.F. (PETE) SLOAN
----------------------------------
A.F. (Pete) Sloan, Committee Member
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4 The Cato Corporation 1993 Employee Stock Purchase Plan, as amended
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit 5.1)
24 Form of Power of Attorney (included in the signature pages to this
registration statement)
</TABLE>
6
<PAGE> 1
EXHIBIT 4
THE CATO CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
1.0 PURPOSE OF PLAN
The purpose of The Cato Corporation 1993 Employee Stock Purchase Plan
(hereinafter "SPP" or "Plan") is to provide employees of The Cato
Corporation (the "Company") with an opportunity to participate in the
accumulation and potential appreciation of the Class A Common Stock,
par value $0.03-1/3 per share ("Common Stock"), of the Company. The
Company intends for the SPP to comply with the provisions of Section
423 of the Code, as in effect on October 1, 1993.
2.0 DEFINITIONS
2.1 Board of Directors: The Board of Directors of the Company.
2.2 Code: Internal Revenue Code of 1986, as amended.
2.3 Compensation: W-2 compensation plus salary reductions from the
Company's 401(k) and Flexible Spending Account, less any income
related to relocation, one time or annual performance bonuses and
stock plans.
2.4 Designated Enrollment Period: The period 30 days before the beginning
of each offering period.
2.5 Eligible Employees: All active employees, who are customarily
employed by the Company for more than 20 hours per week and more than
five months per calendar year and who have reached the age required
to enter into enforceable contracts in the employee's state of
residence.
2.6 Stock Option Committee: A committee consisting of the outside
members of the Board of Directors. Members of the Stock Option
Committee shall not be eligible to participate in the Plan and shall
be "disinterested persons" within the meaning of Section 16 and Rule
16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
3.0 EFFECTIVE DATE
The SPP shall become effective on the date of the filing of a registration
statement with the Securities and Exchange Commission pertaining to the
Common Stock to be issued under the Plan, provided that the Plan must be
approved by the Company's shareholders within twelve months of the date of
its adoption by the Company. Rights of Eligible Employees are conditional
upon shareholder approval of the Plan.
<PAGE> 2
4.0 ADMINISTRATION
4.1 The SSP shall be administered by the Stock Option Committee
("Committee"). Members of the Committee receive no additional
compensation for administering the SPP.
4.2 Subject to the provisions of the SPP and relevant law, the Committee
shall have complete authority in its sole discretion: (i) to specify
the purchase price, subject to Section 6 hereof, of shares to be
purchased under the SPP; (ii) to interpret the SPP; (iii) to
prescribe, amend and rescind rules and regulations relating to the
SPP; (iv) to amend the SPP to conform with relevant law; and (v) to
make all other determinations and to do all other acts deemed
necessary or advisable for the administration of the SPP. The
Committee's determination on the foregoing matters shall be
conclusive. No member of the Committee or the Board of Directors
shall be liable for any action or determination concerning the SPP
made in good faith.
5.0 ELIGIBILITY AND PARTICIPATION IN THE PLAN
5.1 Offering Dates
Each SPP offering period is a six month period, commencing October 1
and April 1 (the "offering periods" or "offering period"). The
initial offering period will commence on October 1, 1993 and will end
on March 31, 1994. The Committee shall have the power to change the
duration and effective dates of the offering periods.
5.2 Participation in the Plan
5.2.1 Enrollment
An Eligible Employee may elect to participate in the SPP by
completing and submitting a subscription agreement during
the applicable Designated Enrollment Period. Once enrolled,
and providing that the employee remains eligible for the
SPP, the employee's participation and payroll deduction rate
will continue through ensuing offering periods unless the
employee cancels or changes such participation via the
designated change form.
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An Eligible Employee may only enroll within the Designated
Enrollment Period. An employee who becomes eligible after
an enrollment period is closed may enroll only during a
subsequent Designated Enrollment Period.
5.2.2 Cancellation
A participant may cancel his/her participation in the SPP at
any time. If a participant cancels his/her participation on
or before March 15 and September 15 of each offering period
by submitting the designated form to the Human Resources
Department, payroll deductions withheld during that
offering period will be refunded to the employee as soon as
practicable. If a participant cancels his/her participation
after March 15 and September 15 of each offering period,
payroll deferral during the offering period will be used to
purchase Common Stock pursuant to Section 6.2, 6.3 and 6.4
and the participant's account may be closed. No interest
will be paid on any amount refunded.
Upon withdrawal, the participant's account may be closed
and certificates for all whole shares of Common Stock in
the participant's account may be issued to the participant.
The participant will receive cash from any fractional
shares and any uninvested payroll deductions in the account
except as provided above.
Upon the request of a participant in his/her notice of
cancellation, all (but not less than all) of the shares in
the participant's account will be sold as soon as
practicable at market price. The net proceeds of the sale
(the total sales price of all shares of Common Stock sold
less the costs of sale) will be distributed to the
participant. If the participant does not request that
shares of stock in his/her account be sold, certificates
for such shares will be distributed to the participant.
Notice of a participant's death constitutes notice of
withdrawal from the Plan. Settlement of the participant's
account will be made pursuant to Section 8.3.
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To reinstate his/her participation, the employee must
re-enroll during any subsequent Designated Enrollment Period.
However, if the employee is an officer subject to Section
16(b) of the Exchange Act, of the Company, the employee may
not re-enroll during the next enrollment period but must wait
at least six months from the date of cancellation, and
thereafter may re-enroll during any subsequent Designated
Enrollment Period.
5.2.3 Changes
Changes, other than cancellation as noted in Section 5.2.2
above, may be made only during the Designated Enrollment
Periods. Such changes will be effective at the beginning of
the offering period following such Designated Enrollment
Period.
6.0 NUMBER OF SHARES AND PRICE
6.1 The number of shares of Common Stock available for purchase under
the SPP shall be five hundred thousand (500,000) shares. Shares
not purchased by participants during any offering period will be
carried over to each subsequent offering period. The number of
shares covered by the SPP is subject to adjustment in the event
of stock split or other transaction described in Section 9.1.
6.2 The purchase price at which shares will be sold during each SPP
offering period is 85% of the lower of the fair market value at
(1) the beginning date of such offering period or (2) the ending
date of such offering period. The fair market value of the Common
Stock on a given date is the closing or last sale price on the
NASDAQ/National Market System for that date. If the offering
period begins or ends on a day when the NASDAQ/National Market
System does not trade, the fair market value shall be determined
by using the closing or last sale price on the last trading day
immediately preceding the beginning or ending day of the offering
period. Shares shall be purchased as soon as practicable after
the end of each offering period.
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<PAGE> 5
6.3 An Eligible Employee may elect to allocate from 1% to 10%, in whole
percentages, of his/her compensation, through payroll deduction, to
purchase shares through the SPP. Eligible Employees who are paid
bi-weekly must allocate a minimum of $10.00 per pay period. Eligible
Employees who are paid monthly must allocate a minimum of $20.00 per
pay period. Each Eligible Employee who is a participant in the Plan
on April 15 of each year may make a one time election on April 15 of
each year to purchase shares through the SPP in an amount not to
exceed $10,000. The participant shall indicate his/her intent to make
a one time purchase by returning an election form and a check
representing the amount of the election by April 10 to the Company. A
participant who is an officer subject to Section 16(b) of the
Exchange Act must return an irrevocable election form on or before
October 15 of the preceding year. The purchase price will be
determined on April 15 using the same method and under the same
conditions as indicated in Section 6.2 above (subject to the
limitation in Section 6.7). All payroll deductions made for a
participant are credited to his/her SPP account and are deposited
into an interest bearing account and may be commingled with other
Company funds. Interest earned on the account balance will be used to
defray the expense of administering the Plan. If interest earned on
the account balance exceeds the expenses incurred by the Plan, the
excess interest shall accrue to the benefit of the Company to be used
for general corporate purposes. The Company will pay expenses in
excess of the amount generated by the interest on the account used to
hold payroll deductions.
6.4 The number of shares purchased by each participant at the end of each
offering period will be determined by dividing the purchase price as
defined in Section 6.2 above into the amount of payroll deduction
withheld for that participant during the offering period, subject to
SPP limitations detailed elsewhere in this Plan.
6.5 If the number of shares elected to be purchased by participants
exceeds the aggregate number of shares available during the offering
period, the Company will reduce pro rata the number of shares
available to each participant. Excess payroll deductions will be
refunded.
6.6 After purchases have been made, or after the offering date, the
Company will issue the applicable number of Common Stock shares and,
as soon as practicable after the end of such offering period or
offering date, credit the account of each participant for the
applicable number of shares and distribute to each participant a
statement showing the number of shares (whole and fractional)
credited to the account of the participant. A participant will
receive Common Stock certificates for whole shares owned by the
participant only upon written request to the
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<PAGE> 6
Company. The excess of any payroll deduction required to purchase
the applicable number of shares of Common Stock, including
amounts attributable to fractional share interests, will be
carried over to the next offering period. No fractional shares
may be issued under the SPP. If the participant chooses not to
participate in the next offering period, the participant's
cancellation will be handled pursuant to Section 5.2.2.
6.7 Notwithstanding any other provisions of this SPP, the fair market
value of shares that may be purchased by any participant during
any calendar year, pursuant to this SPP or any other plan
maintained by the Company or any Subsidiary that constitutes an
employee stock purchase plan within the meaning of Section 423 of
the Code, shall in no event exceed $25,000, and no participant
shall have the right to purchase shares under the SPP to the
extent such purchase would cause the participant to own stock
aggregating 5 percent or more of the total combined voting power
or value of all classes of stock of the Company or of any parent
or subsidiary as described in Section 424(d) of the Code.
6.8 A participant may purchase shares under the SPP only if such
participant is an employee on both the first day and the last
business day of such offering period. No participant shall have
any of the rights of a shareholder with respect to shares
purchased under the SPP until the purchase price for such shares
has been paid and either the participant's account has been
credited with such shares or certificates for such shares have
been issued to the participant.
6.9 With respect to shares purchased under the SPP by officers
subject to Section 16(b) of the Exchange Act, such persons
acknowledge that to avail themselves of the exemption from
Section 16(b), such shares must be held for a minimum period of
six months from the date of purchase to the date of disposition
of the shares.
6.10 An employee of the Company or lineal descendants of the employee
may not participate in the Plan if such employee owns stock
aggregating five (5) percent or more of the total combined voting
power or value of all classes of stock of the Company.
7.0 NO CONTRACT OF EMPLOYMENT
Participation in the SPP shall neither constitute a contract of
employment nor convey to any employee any right to continue in the
employment of the Company or to continue to be involved in any business
in which the Company may engage.
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8.0 EMPLOYMENT TERMINATION, DEATH, DISABILITY, RETIREMENT AND LEAVES OF
ABSENCE
8.1 If a participant terminates employment for any reason, including
death, disability or retirement, or no longer meets the eligibility
requirements for any reason other than a leave of absence as
detailed in Section 8.2 below, his/her account balance representing
partial shares shall be paid in cash in accordance with the
cancellation provisions in Section 5.2.2 above. A certificate shall
be issued for whole shares.
8.2 If a participant is on an unpaid leave of absence for up to a
maximum of twelve weeks during an offering period, provided that
she/he is an active participant (not terminated) on the beginning and
ending dates of such offering period, she/he may remain in the SPP
for that period. If the leave exceeds twelve weeks, or if the
employee is not on active status (terminated) at the beginning and
ending dates of the offering period, participation will be
automatically cancelled and the account balance paid in accordance
with the cancellation provisions in Section 5.2.2 above.
8.3 A participant may designate, in writing via the enrollment form, a
beneficiary. In the event of a participant's death, his/her
designated beneficiary shall receive shares and cash in full
repayment of the amounts deposited in the participant's account and
cash for the payroll deductions, if any, for the current offering
period. In the case of a married participant who resides in a
community property state, no party other than the participant's
spouse may be named as primary beneficiary without the written
consent of the spouse. In the absence of a designated beneficiary,
the account balance of a married participant will be paid to the
participant's spouse, and the account balance of an unmarried
participant will be paid to the participant's estate.
8.4 The Committee shall have the discretion to make decisions about
rights of participants and obligations of the SPP in situations of
death, disability, retirement, and leaves of absence and all
decisions of the Committee shall be final and binding on all affected
parties.
9.0 CAPITAL CHANGES
9.1 If the outstanding shares of Common Stock are increased, decreased
or changed into, or exchanged for, a different number or kind of
shares or securities of the Company, with or without receipt of
consideration by the Company, through reorganization, merger,
recapitalization,
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<PAGE> 8
reclassification, stock split, stock consolidation, stock dividend, or
similar event, then an appropriate and proportionate adjustment shall
be made in the number and kind of shares or other securities which may
be purchased under the SPP.
9.2 Adjustments under Section 9.1 hereof shall be made by the Committee,
whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive as to all affected
parties. No fractional shares shall be issued under the Plan on
account of any such adjustment but total ownership balance (whole
and fractional shares) will be considered for such adjustments.
10.0 RECORDKEEPING
10.1 A recordkeeper on agent will be designated for the SPP. All expenses
of establishing and administering the SPP, in excess of interest
earned on the account to hold participants' payroll deductions, will
be paid by the Company without charge to participants.
10.2 A statement will be sent to each participant as soon as practicable
after the end of each offering period. The statement will include
payroll deduction totals, fair market values at the beginning and
end of the offering period, purchase price, shares purchased (whole
and fractional) and shares allocated.
11.0 RESTRICTIONS ON ASSIGNMENT OF PLAN RIGHTS
Subject to the provisions hereof, a participant may not sell, pledge or
otherwise assign or transfer his/her right to purchase shares under the
Plan, his/her account under the Plan, or any interest therein, or any cash
or shares credited to such account. A participant who desires to sell,
pledge or otherwise assign or transfer shares in his/her account must
request that certificates for such shares be issued in the participant's
name as provided herein.
12.0 CONSENT OF PARTICIPANTS
Each participant shall be bound by the terms and conditions of the SPP as
such terms and conditions may be amended from time to time.
13.0 AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors shall have the right to modify or terminate the SPP
in its sole discretion at any time, without the approval of shareholders
except as required by applicable law. The approval of the Company's
shareholders shall be required for, among other things, any amendment that
will increase the
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<PAGE> 9
number of shares reserved under the SPP, as such number may be adjusted
pursuant to Sections 6.1 and 9.0 hereof; reduce the price of shares to be
purchased under the SPP below the price determined in accordance with
Section 6.0 thereof; or cause the Plan to fail to comply with Section 423
of the Code. The SPP shall terminate on September 30, 2003 unless it has
been previously terminated by the Board of Directors.
14.0 TAXATION
Any taxes required by law to be withheld on account of the SPP shall be
deducted and withheld accordingly. A participant may become liable for
taxes when she/he disposes of shares acquired through this SPP. The Company
shall not be responsible for any effect that the SPP may have on an
individual's taxes.
15.0 GOVERNING LAW
The interpretation and performance of this SPP shall be governed by the
laws of the State of Delaware.
16.0 DIVIDENDS
Dividends will be paid on all shares held in each participant's account
under the Plan on the basis of full and fractional shares held in the
account on the record dates for such dividends. Dividend payments will be
reinvested in additional shares of Common Stock on the dividend payable
date at 85% of the fair market value determined as the closing price or
last sale price on the NASDAQ/National Market System for that date. If the
dividend payable date falls on a day when the NASDAQ/National Market System
does not trade, the fair market value shall be determined by using the
closing or last sale price on the last trading day immediately preceding
the dividend payable date. Shares will be purchased as soon as practicable
after the dividend payable date.
17.0 RESTRICTIONS ON RESALE
Shares of Common Stock for which certificates have been issued in the
participant's name as provided herein are freely transferable and will
not be subject to specific transfer restrictions except as defined in
Section 6.9 and except for purchases made on the one-time purchase date
of April 15. One-time purchases made on April 15 are subject to and must
be held for a minimum period of six months from the date of grant to the
date of disposition of the shares.
9
<PAGE> 1
EXHIBIT 5.1
[ROBINSON, BRADSHAW & HINSON, P.A. LETTERHEAD]
PATRICK S. BRYANT
(704) 377-8366
February 3, 2000
The Cato Corporation
8100 Denmark Road
Charlotte, North Carolina 28273-5975
Ladies and Gentlemen:
We refer to the Registration Statement, as amended, of The Cato
Corporation, a Delaware corporation (hereinafter referred to as the
"Company"), filed with the Securities and Exchange Commission for the purpose
of registering under the Securities Act of 1933, as amended, up to 250,000
shares of the Company's Class A Common Stock, par value $0.03-1/3 per share
(the "Shares"), that may be issued in accordance with the Company's 1993
Employee Stock Purchase Plan (the "Plan"). We have examined the Restated
Certificate of Incorporation and Bylaws of the Company, minutes of applicable
meetings or consent actions of the Board of Directors of the Company, and other
Company records, together with applicable certificates of public officials and
other documents that we have deemed relevant.
Based upon the foregoing and subject to the conditions set forth below, it
is our opinion that the Shares, if and when issued and sold as contemplated by
the Registration Statement, will be legally issued, fully paid and
nonassessable.
We have assumed that the Company and those persons purchasing Shares under
the Plan will have complied with the relevant requirements of the Plan.
The opinions expressed herein are contingent upon the Company's Restated
Certificate of Incorporation and Bylaws not being further amended prior to the
issuance of any Shares after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States, and we express no opinion
with respect to the laws of any other state or jurisdiction.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Patrick S. Bryant
Patrick S. Bryant
PSB/jnb
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Cato Corporation on Form S-8 of our reports dated March 12, 1999 and
November 12, 1999, appearing in the Annual Report on Form 10-K of The Cato
Corporation for the year ended January 30, 1999 and in the Annual Report on Form
11-K of The Cato Corporation 1993 Stock Purchase Plan for the year ended
September 30, 1999, respectively.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
February 3, 2000
