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.
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.
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Contacts: Investor Relations: Media Relations:
Barry Erdos Jill Golden
EVP - Chief Financial Officer Vice President - Communications
(212) 541-3318 (212) 541-3269
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
