SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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June 21, 1999
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(Date of Earliest Event Reported)
ANNTAYLOR STORES CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10738 13-3499319
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
ANNTAYLOR, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11980 51-0297083
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
142 West 57th Street
New York, New York 10019
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(Address, including Zip Code, of Registrants' Principal Executive Offices)
(212) 541-3300
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(Registrants' Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed
Since Last Report)
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ITEM 5. OTHER EVENTS.
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On June 21, 1999, AnnTaylor Stores Corporation, a Delaware corporation
(the "Company"), announced that it had completed the sale, through a private
placement, of a new issue of discounted convertible subordinated debentures due
2019 (the "Debentures"), and that the proceeds of the offering are being used in
connection with the redemption, on July 22, 1999, of the $100,000,000
outstanding 8-3/4% subordinated notes due 2000 (the "8-3/4% Notes") issued by
the Company's wholly owned subsidiary AnnTaylor, Inc. AnnTaylor, Inc. has
deposited with the trustee under the indenture relating to the 8-3/4% Notes,
funds sufficient for the satisfaction and discharge of AnnTaylor, Inc.'s
obligations under the 8-3/4% Note indenture.
The terms of the Debentures, and the redemption price for the 8-3/4%
Notes, are described in the press release issued by the Company on June 21,
1999, that is attached hereto as Exhibit 99.1 and is incorporated hereby by
reference. The information set forth above is qualified in its entirety by
reference to that press release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
99.1 Press Release issued by the Company on June
21, 1999.
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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
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Jocelyn F. L. Barandiaran
Senior Vice President
Date: June 21, 1999
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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
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Jocelyn F. L. Barandiaran
Senior Vice President
Date: June 21, 1999
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by the Company on June 21, 1999.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ANN TAYLOR ANNOUNCES CONSUMMATION OF
$100 MILLION FINANCING AND
REDEMPTION OF 8-3/4% SUBORDINATED NOTES
New York, New York, June 21, 1999 - AnnTaylor Stores Corporation (NYSE:
ANN) announced today that it had completed the sale of a new issue of deep
discount convertible subordinated debentures due 2019 ("Convertible
Debentures"). The net proceeds of the sale are being used in connection with the
redemption of the $100,000,000 outstanding 8-3/4% Subordinated Notes due 2000
(the "8-3/4% Notes") issued by the Company's wholly owned subsidiary AnnTaylor,
Inc.
The Convertible Debentures were sold for an issue price of $552.56 per
$1,000 principal amount of Debenture, and have an aggregate principal amount at
maturity of $180,975,000. Cash interest is payable on the principal amount at
the rate of 0.55% per annum. This interest rate and the accrual of original
issue discount represent a yield to maturity of 3.75%. The Convertible
Debentures are 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's obligations with
respect to the Convertible Debentures are guaranteed on a subordinated basis by
AnnTaylor, Inc.
Simultaneously with the closing of the sale of the Convertible Debentures,
AnnTaylor, Inc. instructed the trustee under the Indenture relating to the
8-3/4% Notes to issue a notice of redemption for all of the outstanding 8-3/4%
Notes, at a redemption price of 101.375% of principal amount, plus accrued
unpaid interest to the redemption date, and deposited with the trustee funds
sufficient for the satisfaction and discharge of AnnTaylor, Inc.'s obligations
under the Indenture. The redemption date for the 8-3/4% Notes will be July 22,
1999.
The Convertible Debentures are not registered or required to be registered
under the Securities Act of 1933 (the "Securities Act") and were 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 384 stores in 42 states and the District of Columbia.
o o o
Contacts: Investor Relations: Media Relations:
Barry Erdos Jill Golden
EVP - Chief Financial Officer Vice President - Communications
(212) 541-3318 (212) 541-3269
