UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
ANNTAYLOR STORES CORPORATION
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(Name of Issuer)
COMMON STOCK, $.0068 PAR VALUE PER SHARE
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(Title of Class of Securities)
036115103
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 20, 1996
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(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).
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SCHEDULE 13D
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CUSIP No.036115 10 3 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cygne Designs, Inc.; EIN 04-2843286
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 1,230,145
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,230,145
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,230,145
REPORTING ---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 1,230,145
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,145
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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SCHEDULE 13D
This Amendment No. 3 amends and supplements the Schedule 13D, dated
September 30, 1996 as amended on October 25, 1996 and November 8, 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 1,230,145 shares of ATSC Common Stock,
comprising 4.8% of the outstanding shares of the ATSC Common
Stock.
(b) Cygne has the sole or shared power to vote or direct the vote for
1,230,145 shares of the Issuer's Common Stock, and Cygne has the
sole or shared power to dispose or direct the disposition of
1,230,145 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. 2 to the Schedule 13D on November 8,
1996, Cygne made the following sales of shares of ATSC Common
Stock on the New York Stock Exchange:
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No. of Price
Date Shares Sold Per Share($)
-------- ----------- ------------
11/12/96 150,000 19-1/4
11/12/96 26,500 19-3/8
11/20/96 90,000 20-1/2
11/20/96 10,000 20-5/8
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. 2 on Schedule 13D on November 8, 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) On November 20, 1996, Cygne ceased to be the beneficial owner of
more than five percent of the Issuer's Common Stock.
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<PAGE>
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 20, 1996
CYGNE DESIGNS, INC.
By: /S/ PAUL D. BAIOCCHI
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Paul D. Baiocchi
Vice President and Secretary
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