AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C> <C>
ANNTAYLOR STORES CORPORATION DELAWARE 13-3499319
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
</TABLE>
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142 WEST 57TH STREET, NEW YORK, NEW YORK 10019, (212) 541-3300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOCELYN F.L. BARANDIARAN, ESQ.
ANNTAYLOR STORES CORPORATION
142 WEST 57TH STREET, NEW YORK, NEW YORK 10019, (212) 541-3300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPY TO:
PATRICIA MORAN CHUFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE RODNEY SQUARE, P.O. BOX 636, WILMINGTON, DE 19899, (302) 651-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SECURITY PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock of AnnTaylor Stores
Corporation...................... 2,348,145 $17.375(1) $40,799,019 $12,363.34
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 11, 1996
PROSPECTUS
[LOGO]
2,348,145 SHARES
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COMMON STOCK
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This Prospectus relates to the resale of 2,348,145 shares of common stock,
par value $.0068 per share (the "Company Common Stock"), of AnnTaylor Stores
Corporation, a Delaware corporation (the "Company"), originally issued to Cygne
Designs, Inc., a Delaware corporation ("Cygne" or the "Selling Stockholder") and
its wholly owned subsidiary Cygne Group (F.E.) Limited, a Hong Kong corporation
("CGFE"), in connection with the acquisition by AnnTaylor, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("Ann Taylor"), of (i)
the entire interest of Cygne and CGFE in Ann Taylor's direct sourcing joint
venture with Cygne, known as CAT US Inc. and C.A.T. (Far East) Limited
(together, "CAT") and (ii) the assets (the "Assets") of Cygne's AnnTaylor Woven
Division (the "Division") formerly used for sourcing merchandise for Ann Taylor
(the "CAT/Cygne Transaction"). See "Description of the CAT/Cygne Transaction".
The Company will not receive any of the proceeds from the sale of shares by the
Selling Stockholder. The Company Common Stock is quoted on the New York Stock
Exchange ("NYSE") under the symbol "ANN." On October 10, 1996, the last reported
sale price of the Company Common Stock on the NYSE Composite Tape was $19 7/8.
The Company Common Stock issued to Cygne and CGFE pursuant to the CAT/Cygne
Transaction (the "Offered Securities") may be offered and sold from time to time
by the Selling Stockholder pursuant to this Prospectus directly to purchasers or
through agents, underwriters or dealers. See "Selling Stockholder" and "Plan of
Distribution." If required, the names of any such agents or underwriters
involved in the sale of the Offered Securities and the applicable agent's
commission, dealer's purchase price or underwriter's discount, if any, will be
set forth in an accompanying supplement to this Prospectus (the "Prospectus
Supplement"). The Selling Stockholder will receive all of the net proceeds from
the sale of the Offered Securities and will pay all underwriting discounts,
selling commissions and transfer taxes, if any, applicable to any such sale. The
Company is responsible for payment of all other expenses incident to the
registration of the Offered Securities. The Selling Stockholder and any
broker-dealers, agents or underwriters that participate in the distribution of
the Offered Securities may be deemed to be "underwriters" within the meaning of
the Securities Act, and any commission received by them and any profit on the
resale of the Offered Securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution" for a description of indemnification arrangements.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE
"RISK FACTORS" BEGINNING ON PAGE 5.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information reporting requirements of the
Exchange Act, and in accordance therewith files periodic reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC" or "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661.
Copies of all or part of such materials may also be obtained at prescribed rates
from the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such materials
can also be inspected at the offices of the New York Stock Exchange, at 20 Broad
Street, New York, New York 10005. The Commission also maintains a Web site at
http://www.sec.gov. that contains reports, proxy statements and other
information.
The Company has filed with the Commission a Registration Statement (which
term shall encompass any amendments thereto) on Form S-3 under the Securities
Act with respect to the securities offered by this Prospectus (the "Registration
Statement"). This Prospectus, which constitutes part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered by
this Prospectus, reference is made to the Registration Statement, including the
exhibits thereto, and the financial statements and notes thereto filed or
incorporated by reference as a part thereof, which are on file at the offices of
the Commission and may be obtained upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete, and, in each such instance, are
qualified in all respects by reference to the applicable documents filed with
the Commission. The Registration Statement and the exhibits thereto filed by the
Company with the Commission may be inspected and copied at the locations
described above.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act (Commission File No. 1-10738) are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the year ended February 3, 1996;
(b) Proxy Statement relating to the 1996 Annual Meeting of Stockholders;
(c) Proxy Statement relating to the Special Meeting of Stockholders held on
August 15, 1996;
(d) Quarterly Reports on Form 10-Q for the quarters ended May 4, 1996 and
August 3, 1996;
(e) Current Reports on Form 8-K, filed on April 8, 1996, May 2, 1996, June
10, 1996, June 21, 1996, August 30, 1996 and September 26, 1996; and
(f) The description of the Company Common Stock, contained in the Company's
registration statement on Form 8-A, which became effective May 16, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the filing of a post-effective amendment that indicates the termination of this
offering shall be deemed to be incorporated in this Prospectus by reference and
to be a part hereof from the date of filing of such documents.
Any statements 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 offering 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 Prospectus.
The Company will provide, without charge to each person to whom this
Prospectus has been delivered, a copy of any or all of the documents referred to
above that have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests for such copies should be directed to AnnTaylor
Stores Corporation, 142 West 57th Street, New York, New York 10019, Attention:
Jocelyn F.L. Barandiaran, Corporate Secretary. Telephone requests may be
directed to the Corporate Secretary at (212) 541-3300.
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THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE CERTAIN FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND BUSINESS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION,
STATEMENTS UNDER THE CAPTIONS "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K
(THE "FORM 10-K"), "UNAUDITED HISTORICAL AND PRO FORMA COMBINED FINANCIAL
STATEMENTS" IN EXHIBIT 99 TO THE COMPANY'S FORM 10-K, "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF OPERATIONS" IN THE COMPANY'S QUARTERLY REPORTS ON FORM 10-Q AND
"UNAUDITED HISTORICAL AND PRO FORMA COMBINED BALANCE SHEETS, STATEMENTS OF
OPERATIONS AND NOTES THERETO" IN THE COMPANY'S CURRENT REPORTS ON FORM 8-K FILED
ON JUNE 21, 1996, AUGUST 30, 1996, AND SEPTEMBER 26, 1996. THESE FORWARD LOOKING
STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. NO ASSURANCE CAN BE GIVEN
THAT ANY OF SUCH
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<PAGE>
MATTERS WILL BE REALIZED. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE,
AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) COMPETITIVE PRESSURE IN THE
RETAIL APPAREL INDUSTRY INCREASES SIGNIFICANTLY; (2) CUSTOMERS DO NOT RESPOND
FAVORABLY TO THE COMPANY'S MERCHANDISE OFFERINGS; (3) COSTS OR DIFFICULTIES
RELATED TO THE ASSIMILATION OF THE SOURCING FUNCTIONS AND EMPLOYEES ACQUIRED IN
CONNECTION WITH THE CAT/CYGNE TRANSACTION ARE GREATER THAN EXPECTED; (4) THE
COMPANY'S SUBSTANTIAL DEGREE OF LEVERAGE HINDERS ITS ABILITY TO OBTAIN
ADDITIONAL FINANCING, REDUCES FUNDS AVAILABLE FOR OPERATIONS OR HINDERS ITS
ABILITY TO ADJUST RAPIDLY TO CHANGING MARKET CONDITIONS; (5) THE COMPANY'S
FINANCIAL CONDITION IS MATERIALLY AND ADVERSELY AFFECTED BY THE OUTCOME OF
CERTAIN LITIGATION DESCRIBED IN THE COMPANY'S CURRENT REPORT ON FORM 8-K FILED
ON MAY 2, 1996; (6) GENERAL ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN
EXPECTED; AND (7) THE REGULATORY ENVIRONMENT CHANGES SIGNIFICANTLY, OR THE RATE
OF IMPORT DUTIES OR EXPORT QUOTAS INCREASES SIGNIFICANTLY WITH RESPECT TO THE
COMPANY'S MERCHANDISE. FURTHER INFORMATION ON OTHER FACTORS THAT COULD AFFECT
THE FINANCIAL RESULTS OF THE COMPANY AND SUCH FORWARD LOOKING STATEMENTS IS
INCLUDED IN THE SECTION HEREIN ENTITLED "RISK FACTORS".
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<PAGE>
RISK FACTORS
Prospective purchasers of the Offered Securities should consider carefully
the information set forth or incorporated by reference in this Prospectus and,
in particular, should evaluate the following risks in connection with an
investment in the Company Common Stock being offered hereby.
COMPETITION AND OTHER BUSINESS FACTORS
The women's retail apparel industry is highly competitive. Ann Taylor
competes primarily with better department stores, specialty retailers and
boutiques engaged in the retail sale of better quality women's apparel, many of
which are larger and have greater resources than the Company. Sales and earnings
of the Company depend to a significant extent upon its ability to respond to
changes in fashion trends. As with other retail businesses, the Company's
operations may be adversely affected by a number of factors beyond its control,
including economic downturns, cyclical variations in the retail market for
better quality women's apparel and rapid changes in fashion preferences. The
Company believes that the decrease in its comparable store sales in Fiscal 1995
is attributable to the poor consumer response to Ann Taylor's merchandise
offerings, as well as weakness in demand for women's apparel generally. There
can be no assurance that a prolonged economic downturn and weakness in demand
for women's apparel would not have a material adverse impact on the Company and
Ann Taylor.
INTEGRATION OF CAT AND THE CYGNE SOURCING BUSINESS
In Fiscal 1995, Ann Taylor purchased approximately 16% of its merchandise
directly from Cygne and an additional 38% of its merchandise through CAT, the
direct sourcing joint venture which was 40% owned by Ann Taylor and 60% owned by
Cygne. On September 20, 1996, Ann Taylor acquired Cygne's interest in CAT and
the Assets of the Division. As a result of the CAT/Cygne Transaction, CAT became
an indirect wholly owned subsidiary of the Company and will perform all of Ann
Taylor's direct sourcing functions, including those previously provided by the
Division, under the name Ann Taylor Global Sourcing. The direct sourcing
business differs from the Company's traditional retail business and requires
certain skills that traditionally have not been required of Ann Taylor
personnel. The Company may face challenges in assimilating CAT's and the
Division's sourcing functions and their employees into the Ann Taylor
organization and will require management to focus a portion of its time
overseeing the integration process. To facilitate such integration, Ann Taylor
has entered into three-year consulting agreements with Cygne for the services of
Mr. Bernard Manuel, Chairman and Chief Executive Officer of Cygne, and Mr.
Irving Benson, President of Cygne. In addition, Mr. Dwight Meyer, formerly
president of CAT, has entered into a three-year employment agreement with Ann
Taylor pursuant to which he will serve as Executive Vice President--Sourcing of
Ann Taylor Global Sourcing. Mr. Meyer has significant experience running direct
sourcing operations, including the last 4 years as President of CAT. Despite
these steps, there can be no assurance that Ann Taylor will be able to
successfully integrate CAT's and the Division's sourcing operations with its
existing operations or realize certain of the benefits expected to be obtained
from the CAT/Cygne Transaction.
INDEBTEDNESS AND ABILITY TO SERVICE INDEBTEDNESS
After giving effect to the CAT/Cygne Transaction, including additional
borrowings made in connection therewith, as of August 3, 1996, the long-term
consolidated indebtedness of the Company and Ann Taylor, including the current
portion of long-term debt, would have been $173.4 million, or approximately 29%
of its total capitalization. This high degree of leverage could have important
consequences to the holders of the Offered Securities, including the following:
(i) the ability of Ann Taylor to obtain additional financing for working
capital, capital expenditures, acquisitions or general corporate purposes may be
impaired in the future; (ii) the Company may be substantially more leveraged
than certain of its competitors, which may place the Company at a competitive
disadvantage;
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<PAGE>
and (iii) the Company's substantial degree of leverage may hinder its ability to
adjust rapidly to changing market conditions and could make it more vulnerable
in the event of a downturn in general economic conditions or its business. In
addition, substantially all of Ann Taylor's borrowings other than the 8 3/4%
Notes (as defined herein) are and will continue to be at variable rates of
interest, which exposes Ann Taylor to the risk of increased interest rates.
Unless otherwise extended or refinanced, Ann Taylor will be required in 1998
to repay in full its obligations under the Amended and Restated Credit
Agreement, dated as of September 29, 1995 (as amended, the "Bank Credit
Agreement"), between Ann Taylor and the Lenders named therein, which currently
provides for a $24.5 million Term Loan (the "Term Loan") and a $122 million
Revolving Credit Facility (the "Revolving Credit Facility"). As of August 3,
1996, Ann Taylor's outstanding indebtedness under the Term Loan was $24.5
million and under the Revolving Credit Facility was $4.0 million. After giving
effect to additional borrowings made in connection with the consummation of the
CAT/Cygne Transaction, as of August 3, 1996, Ann Taylor's outstanding
indebtedness under the Term Loan would have been $24.5 million and Ann Taylor's
outstanding indebtedness under the Revolving Credit Facility would have been
$15.0 million. Ann Taylor is also required, commencing in Fiscal 1996, to reduce
outstanding borrowings under the Revolving Credit Facility to $50 million or
less for a 30-day period each fiscal year. This requirement has been met for
Fiscal 1996. Amounts under Ann Taylor's Receivables Facility (the "Receivables
Facility"), under which $26.0 million was outstanding at August 3, 1996, become
due in January 1997. Although there can be no assurance, the Company expects to
negotiate an extension of the maturity of the Receivables Facility during 1996.
AnnTaylor Global Sourcing, Inc. ("ATGS") obtains its principal working
capital financing pursuant to a $40 million loan facility (the "ATGS Credit
Agreement") provided by The Hongkong and Shanghai Banking Corporation Limited
("HKSBC"). The ATGS Credit Agreement terminates on July 29, 1997. Although ATGS
and Ann Taylor are currently in compliance with the terms of their respective
financing agreements, the ATGS Credit Agreement contains a cross-default
provision which relates to defaults under other indebtedness of ATGS and
indebtedness of Ann Taylor, pursuant to which a default by ATGS on other
indebtedness or by Ann Taylor under the Bank Credit Agreement gives HKSBC the
right to cancel ATGS's $40 million credit facility and to demand immediate
repayment of the amounts outstanding under that facility. The ATGS Credit
Agreement requires that the provisions of the Bank Credit Agreement as in effect
at the time of the execution of the ATGS Credit Agreement be complied with,
notwithstanding any future amendments, modifications or waivers. Ann Taylor has
outstanding an $8 million stand-by letter of credit to support ATGS's
obligations to HKSBC. HKSBC has the right under certain circumstances to draw on
such letter of credit to cover unpaid principal and interest owed by ATGS.
Ann Taylor's ability to make scheduled principal payments, or to refinance
its obligations, with respect to its indebtedness, and to pay interest thereon,
will depend on its financial and operating performance, which, in turn, is
subject to prevailing economic conditions and to certain financial, business and
other factors beyond its control. If Ann Taylor's cash flow and capital
resources are insufficient to fund its debt service obligations, Ann Taylor may
be forced to reduce or delay planned capital expenditures, sell assets, seek
additional funds from an equity offering of the Company or refinance or
restructure its debt. There can be no assurance that Ann Taylor's cash flow and
capital resources will be sufficient for payment of its indebtedness in the
future. If Ann Taylor is not able to satisfy its debt service obligations, it
could default on its indebtedness, including the Bank Credit Agreement, the
Receivables Facility, the 8 3/4% Notes (as defined herein) and the Convertible
Debentures (as defined herein), which would entitle the holders of such
indebtedness to accelerate the maturity thereof, thereby permitting acceleration
of debt under other instruments that may contain cross-acceleration or
cross-default provisions. In addition, ATGS may not be able to generate
sufficient cash flow or have sufficient capital resources to fund its debt
service obligations. If such circumstances were to occur and if Ann Taylor could
not provide the necessary funds in order for ATGS to meet its obligations, ATGS
could default on its indebtedness under the ATGS Credit Agreement.
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<PAGE>
RESTRICTIVE COVENANTS AND ASSET ENCUMBRANCES
Ann Taylor's ability to pay dividends, as well as repay debt, make
acquisitions, create liens, make capital expenditures and make certain
investments, is restricted by the provisions of the Bank Credit Agreement (and
with respect to certain of the restrictions, the Indenture (the "Note
Indenture") relating to its 8 3/4% Subordinated Notes due 2000 (the "8 3/4%
Notes")), the Receivables Facility, the Indenture (the "Debenture Indenture")
relating to its 8 1/2% Convertible Subordinated Debentures Due 2016 (the
"Convertible Debentures") and the guarantee by the Company of the 8 1/2% Trust
Originated Preferred SecuritiesSM issued by AnnTaylor Finance Trust, a wholly
owned subsidiary of the Company, and is dependent on its financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to
financial, business and other factors beyond its control. There can be no
assurance that financial results that comply with the restrictive covenants and
financial tests in the Bank Credit Agreement and the Receivables Facility will
be achieved, and Ann Taylor's inability to satisfy these covenants, if not
waived by its lenders, could result in a default under one or more of such
financing arrangements. In the event of such a default, the lenders could elect
to declare all amounts borrowed, together with accrued and unpaid interest, due
and payable. In addition, a failure to comply with the obligations contained in
the Bank Credit Agreement, the Receivables Facility, the Note Indenture or the
Debenture Indenture could result in an event of default under the Bank Credit
Agreement, the Receivables Facility or the Note Indenture, respectively, which
could permit acceleration of debt under other instruments that may contain
cross-acceleration or cross-default provisions. If Ann Taylor were unable to pay
such amounts, the lenders could proceed against any collateral securing
obligations due to them. If such indebtedness were to be accelerated, there can
be no assurance that the assets of Ann Taylor would be sufficient to repay in
full such indebtedness and other indebtedness of Ann Taylor.
During Fiscal 1995, Ann Taylor was not in compliance with certain of the
financial covenants contained in its then-existing bank credit agreement and
receivables facility on two occasions, which noncompliance was cured by a waiver
under or an amendment to those facilities. Ann Taylor is currently in compliance
with all of the financial covenants contained in the Bank Credit Agreement and
the Receivables Facility. Although based upon its current projections, the
Company believes that it will be able to remain in compliance with all of the
financial covenants in the Bank Credit Agreement and the Receivables Facility,
no assurance can be given that the Company's financial results will provide such
compliance.
CONTROL OF THE COMPANY
As of August 3, 1996, the ML Entities (as defined below) owned approximately
26.6% of the outstanding Company Common Stock. Consequently, the ML Entities,
which have two designees on the Company's Board of Directors, are in a position
to influence the management and affairs of the Company. After giving effect to
the issuance of approximately 2.3 million shares of Company Common Stock in
connection with the CAT/Cygne Transaction, the ML Entities would own
approximately 24.1% of the outstanding Company Common Stock.
MANAGEMENT OF THE COMPANY
Effective August 23, 1996, Sally Frame Kasaks resigned as the Chairman and
Chief Executive Officer and a Director of the Company and Ann Taylor, and J.
Patrick Spainhour, the Company's President and Chief Operating Officer, was
promoted to Chairman and Chief Executive Officer. The Company has initiated a
search for a President and Chief Operating Officer to direct the Company's
merchandising efforts, which were formerly supervised by Ms. Kasaks.
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THE COMPANY
The Company, through its wholly owned subsidiary Ann Taylor, is a leading
national specialty retailer of better quality women's apparel, shoes and
accessories sold primarily under the Ann Taylor brand name. Ann Taylor
merchandise represents classic styles, updated to reflect current fashion
trends. The Company's stores offer a full range of career and casual separates,
weekend wear, dresses, tops, accessories and shoes, coordinated as part of a
total wardrobing strategy. This total wardrobing strategy is reinforced by an
emphasis on customer service. Ann Taylor sales associates are trained to assist
customers in merchandise selection and wardrobe coordination, helping them
achieve the "Ann Taylor look" while reflecting the customers' personal styles.
As of August 3, 1996, Ann Taylor operated 306 stores in 40 states and the
District of Columbia, under the names Ann Taylor, Ann Taylor Factory Store, Ann
Taylor Loft and Ann Taylor Studio. Of the 257 stores operated under the Ann
Taylor name, approximately three-quarters are located in regional malls and
upscale specialty retail centers, with the balance located in downtown and
village locations. These stores represent Ann Taylor's core merchandise line. In
1993, Ann Taylor converted its four existing clearance centers to Ann Taylor
Factory Stores, and as of August 3, 1996, operated 23 Ann Taylor Factory Stores
located in factory outlet centers. The success of the Ann Taylor Factory Stores
and consumers' continuing emphasis on value led Ann Taylor to begin testing, in
1995, Ann Taylor Loft, a separate moderate-priced store concept for customers
who appreciate the Ann Taylor style but have a smaller budget for apparel, shoes
and accessories. As of August 3, 1996 Ann Taylor operated 17 Ann Taylor Loft
stores, also located in factory outlet centers. In Fall 1994, Ann Taylor began
testing Ann Taylor Studio stores, a free-standing shoe and accessory store
concept offering the broadest assortment of Ann Taylor shoes, as well as Ann
Taylor hosiery, small leather accessories such as belts and handbags, and Ann
Taylor's "destination" fragrance and personal care line. As of August 3, 1996,
Ann Taylor had nine Ann Taylor Studio stores.
The Company believes that "Ann Taylor" is a highly recognized national brand
that defines a distinct fashion point of view. As a result of strong consumer
acceptance of this niche positioning, the Company's sales per square foot
productivity and operating profit margins have historically been among the
highest in the specialty apparel retailing industry. The Company has adopted a
growth strategy of capitalizing on this brand recognition by introducing product
extensions within its stores and entering new channels of distribution, as well
as continuing its retail store expansion program.
The Company is a holding company that was incorporated under the laws of the
State of Delaware in 1988 under the name AnnTaylor Holdings, Inc. The Company
changed its name to AnnTaylor Stores Corporation in April 1991. The Company was
formed at the direction of Merrill Lynch Capital Partners, Inc. ("ML Capital
Partners"), a wholly owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co."),
for the purpose of acquiring Ann Taylor in a leveraged buyout transaction (the
"Acquisition") in 1989. As of August 3, 1996, certain limited partnerships
controlled directly or indirectly by ML Capital Partners, together with certain
other affiliates of ML&Co. (collectively, the "ML Entities"), owned 6,155,118
shares, or approximately 26.6%, of the outstanding Company Common Stock. After
giving effect to the issuance of approximately 2.3 million shares of Company
Common Stock in connection with the CAT/Cygne Transaction, the ML Entities would
own approximately 24.1% of the outstanding Company Common Stock. The ML Entities
have two designees on the Company's Board of Directors and, therefore, are in a
position to influence management of the Company.
The principal executive offices of the Company are located at 142 West 57th
Street, New York, New York 10019, and the telephone number is (212) 541-3300.
Unless the context indicates otherwise, all references herein to the Company
include the Company and its wholly owned subsidiary Ann Taylor.
8
<PAGE>
CAT/CYGNE TRANSACTION
On September 20, 1996, the Company, through Ann Taylor, acquired (i) the
entire interest of Cygne and CGFE in Ann Taylor's direct sourcing joint venture
with Cygne, known as CAT and (ii) the Assets of Cygne's Ann Taylor Woven
Division formerly used for sourcing merchandise for Ann Taylor. The Assets
included inventory related to the Division ("Inventory") and certain fixed
assets and office equipment, primarily located in New York City.
As consideration for the CAT/Cygne Transaction, (i) the Company issued to
Cygne and CGFE an aggregate of 2,348,145 shares (the "Acquisition Shares") of
Company Common Stock (such shares of Company Common Stock having an aggregate
market value of $36,000,000 based on the market price of the Company Common
Stock during the ten trading days ended September 19, 1996), and (ii) Ann Taylor
paid to Cygne approximately $3.2 million in cash for the fixed assets of the
Division and the Inventory, which amount is subject to post-closing adjustments.
On September 20, 1996, CGFE transferred its shares of Company Common Stock
acquired pursuant to the CAT/Cygne Transaction to Cygne. In addition, Ann Taylor
assumed certain liabilities of Cygne including certain capital lease obligations
and the payment of $1.6 million to the former President of CAT with respect to
amounts due under his previous employment agreement with CAT, and forgave
$7,985,000 of advances made by Ann Taylor to Cygne.
In connection with the CAT/Cygne Transaction, (i) Cygne received an
additional $6,500,000 cash payment from Ann Taylor in settlement of certain
accounts receivables, and (ii) the Company and Ann Taylor entered into
Consulting Agreements (the "Consulting Agreements") with Cygne and each of
Bernard M. Manuel, the Chairman and Chief Executive Officer of Cygne, and Irving
Benson, the President of Cygne. Under the Consulting Agreements, Ann Taylor will
pay Cygne an aggregate of $450,000 annually for three years in consideration for
consulting services to be provided by Messrs. Manuel and Benson.
As a result of the CAT/Cygne Transaction, CAT became an indirect wholly
owned subsidiary of the Company and will perform all of Ann Taylor's direct
sourcing functions, including those previously provided by the Division, under
the name AnnTaylor Global Sourcing, Inc.
The Company entered into a stockholders agreement with Cygne and CGFE
(the "Stockholders Agreement") relating to the Acquisition Shares pursuant to
which the Company is required to, at the Company's expense, (i) file with the
SEC within 15 business days after the closing of the CAT/Cygne Transaction a
registration statement (the "Shelf Registration Statement") covering resales of
the Acquisition Shares, (ii) use its reasonable best efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act as
promptly as practicable and (iii) use its reasonable best efforts to keep
effective the Shelf Registration Statement until three years after the date it
is declared effective or such earlier date as all Acquisition Shares, shall have
been disposed of or on which all such shares may be resold without registration
pursuant to Rule 144(k) under the Securities Act. The Company is required to
provide to Cygne copies of the prospectus which is a part of the Shelf
Registration Statement, notify Cygne when the Shelf Registration Statement has
become effective and take certain other actions as are required to permit
resales of the Acquisition Shares. Cygne or any permitted transferee is required
to name the selling security holder in the related Prospectus and to deliver a
Prospectus to purchasers, is subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and is bound
by the provisions of the Stockholders Agreement, including certain
indemnification obligations. This Prospectus is part of the Shelf Registration
Statement.
Under the Stockholders Agreement, Cygne and CGFE are prohibited from, among
other things, (i) making or in any way participating, directly or indirectly, in
any solicitation of proxies with respect to the Company Common Stock or any
securities of the Company's subsidiaries, (ii) initiating, proposing or
participating in the solicitation of the Company's stockholders for the approval
of one or
9
<PAGE>
more stockholder proposals with respect to the Company, or inducing or
encouraging any other individual or entity to initiate any stockholder proposal
relating to the Company, (iii) depositing any Acquisition Shares into a voting
trust or subjecting any Acquisition Shares to any arrangement or agreement with
respect to the voting thereof or (iv) executing any written consents.
Except for certain permitted transfers under the Stockholders Agreement,
including a pro rata dividend or other pro rata distribution to all of Cygne's
stockholders, upon liquidation of Cygne or otherwise, (i) no transfers of more
than two percent (2%) of the then outstanding shares of Company Common Stock may
be made in any two (2)-week period, (ii) no transfers of any Acquisition Shares
may knowingly be made to any person who beneficially owns in excess of five
percent (5%) of the then outstanding shares of Company Common Stock and (iii) no
transfers of Acquisition Shares constituting more than two percent (2%) of the
then outstanding shares of Company Common Stock may knowingly be made to a
single purchaser (or group of related purchasers).
USE OF PROCEEDS
The Selling Stockholder will receive all of the proceeds from the sale of
the Offered Securities. The Company will not receive any proceeds from the sale
of the Offered Securities.
10
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 40,000,000 shares of
Company Common Stock, par value $.0068 per share, and 2,000,000 shares of
preferred stock, par value $.01 per share.
COMMON STOCK
Holders of the Company Common Stock are entitled to one vote per share on
all matters to be voted upon by the stockholders generally, including the
election of directors. Subject to the rights of holders of preferred stock, the
holders of Company Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. In the event of the liquidation, dissolution or winding up
of the Company, holders of Company Common Stock are entitled to share ratably in
all assets remaining after payment of liabilities, subject to the rights of
holders of preferred stock, including any liquidation amount payable with
respect to any outstanding preferred stock. The holders of Company Common Stock
have no preemptive or conversion rights and are not subject to further calls or
assessments by the Company.
PREFERRED STOCK
The Company's Certificate of Incorporation, as amended, authorizes the Board
of Directors (without stockholder approval) to, among other things, issue shares
of preferred stock from time to time in one or more series, each series to have
such powers, designations, preferences and rights, and qualifications,
limitations or restrictions thereof, as may be determined by the Board of
Directors. The Company currently has no shares of preferred stock outstanding.
CERTAIN CERTIFICATE OF INCORPORATION AND BY-LAWS PROVISIONS
Pursuant to the Certificate of Incorporation, the Board of Directors of the
Company is divided into three classes serving staggered three-year terms.
Directors can be removed from office only for cause and only by the affirmative
vote of the holders of a majority of the then-outstanding shares of capital
stock entitled to vote generally in an election of directors. Vacancies on the
Board of Directors may be filled only by the remaining directors and not by the
stockholders.
The Certificate of Incorporation also provides that any action required or
permitted to be taken by the stockholders of the Company may be effected only at
an annual or special meeting of stockholders, and prohibits stockholder action
by written consent in lieu of a meeting. The Company's By-laws provide that
special meetings of stockholders may be called only by the chairman, the
president or the secretary of the Company and must be called by any such officer
at the request in writing of the Board of Directors. Stockholders are not
permitted to call a special meeting or to require that the Board of Directors
call a special meeting of stockholders.
The By-laws establish an advance notice procedure for the nomination, other
than by or at the direction of the Board of Directors, of candidates for
election as directors as well as for other stockholder proposals to be
considered at annual meetings of stockholders. In general, notice of intent to
nominate a director or raise business at such meetings must be received by the
Company not less than 60 nor more than 90 days prior to the anniversary of the
previous year's annual meeting, and must contain certain specified information
concerning the person to be nominated or the matters to be brought before the
meeting and information concerning the stockholder submitting the proposal.
11
<PAGE>
LIMITATIONS ON DIRECTORS' LIABILITY
The Company's Certificate of Incorporation provides that no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases or (iv) for any
transaction from which the director derived an improper personal benefit. The
effect of these provisions will be to eliminate the rights of the Company and
its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of fiduciary
duty as a director (including breaches resulting from grossly negligent
behavior), except in the situations described above. These provisions will not
limit the liability of directors under federal securities laws.
12
<PAGE>
SELLING STOCKHOLDER
The following table sets forth information as of October 9, 1996, except as
otherwise noted, with respect to the number of shares of Company Common Stock
beneficially owned by the Selling Stockholder. The Selling Stockholder owns 9.2%
of the outstanding Company Common Stock prior to the sale of all the Offered
Securities and upon the sale of all the Offered Securities, the Selling
Stockholder will own no shares of Company Common Stock. The shares of Company
Common Stock offered hereby were acquired by Cygne in the CAT/Cygne Transaction.
See "CAT/Cygne Transaction."
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES OF
OF COMPANY COMMON NUMBER OF SHARES COMPANY COMMON
STOCK BENEFICIALLY OF COMPANY STOCK BENEFICIALLY
SELLING OWNED PRIOR TO THE COMMON STOCK OWNED AFTER THE
SECURITY SALE OF ALL THE OFFERED SALE OF ALL THE
HOLDER OFFERED SECURITIES HEREBY OFFERED SECURITIES
- -------------- ------------------ ---------------- -------------------
<S> <C> <C> <C>
Cygne Designs,
Inc........... 2,348,145 2,348,145 0
</TABLE>
Prior to the consummation of the CAT/Cygne Transaction, Cygne had sourced
merchandise for Ann Taylor for more than ten years, and Ann Taylor had become
one of Cygne's two largest customers. During Cygne's fiscal 1993, 1994 and 1995
and the first half of fiscal 1996, net sales to Ann Taylor were $121.8 million,
$193.4 million, $231.9 million and $117.1 million, respectively, representing
55.3%, 37.5%, 42.9% and 73.3%, respectively, of Cygne's net sales. Cygne
supplied products to Ann Taylor directly through the Division as well as through
CAT. A substantial portion of the increase in sales to Ann Taylor during this
period resulted from increased sales by CAT, which accounted for 55.3%, 70.9%,
71.6% and 70.8% of Cygne's total net sales to Ann Taylor during Cygne's fiscal
1993, 1994 and 1995 and the first half of fiscal 1996.
In connection with the CAT/Cygne Transaction, Cygne entered into two 3-year
consulting agreements with Ann Taylor for the services of Mr. Bernard Manuel,
Cygne's Chairman of the Board and Chief Executive Officer, and Mr. Irving
Benson, Cygne's President and a director, to facilitate the integration of CAT
and the Division into Ann Taylor's operations. These agreements, which each
provide for an annual fee of $225,000 for the services of Messrs. Benson and
Manuel, respectively, will automatically be assigned to the consultant if his
employment with Cygne is terminated for any reason.
In connection with Cygne's credit facility with HKSBC, Cygne has pledged the
2,348,145 shares of Company Common Stock to secure the repayment of its
obligations to the HKSBC. HKSBC has the right to receive all dividends paid in
respect of the 2,348,145 shares of Company Common Stock and to vote and acquire
ownership of the 2,348,145 shares of Company Common Stock following an event of
default under Cygne's credit facility. In connection therewith, Cygne entered
into an Escrow Agreement, dated as of September 20, 1996, among Cygne, a
subsidiary of Cygne, HKSBC and Marine Midland Bank (the "Escrow Agreement"), and
deposited the 2,348,145 shares of Company Common Stock with Marine Midland Bank
as the Escrow Agent. The Escrow Agreement provides that the 2,348,145 shares of
Company Common Stock will be sold from time to time upon Cygne's instructions
and must be sold to the extent that Cygne's obligations to the HKSBC exceed the
lesser of the maximum facility or the borrowing base under the credit facility,
subject, in either case, to the restrictions imposed by the Stockholders
Agreement. See "CAT/Cygne Transaction." In addition, Cygne has granted to HKSBC
an option to exercise Cygne's rights under the Stockholders Agreement, subject
to HKSBC's agreement to be bound by the terms and conditions under such
agreement. Cygne also has granted a security interest in the 2,348,145 shares
of Company Common Stock to Mitsubishi Corporation and Mitsubishi International
Corporation, its subordinated lenders, which security interest is subordinated
to the security interest in favor of HKSBC.
13
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time to purchasers directly
by the Selling Stockholder. Alternatively, the Selling Stockholder may from time
to time offer the Offered Securities to or through underwriters, broker/dealers
or agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder or the purchasers of
such securities for whom they may act as agents. The Selling Stockholder and any
underwriters, broker/dealers or agents that participate in the distribution of
Offered Securities may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker/dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Offered Securities may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
sale of the Offered Securities may be effected in transactions (which may
involve crosses or block transactions) (i) on any national securities exchange
or quotation service on which the Offered Securities may be listed or quoted at
the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market or (iv)
through the writing of options. At the time a particular offering of the Offered
Securities is made, a Prospectus Supplement, if required, will be distributed
which will set forth the aggregate amount and type of Offered Securities being
offered and the terms of the offering, including the name or names of any
underwriters, broker/dealers or agents, any discounts, commissions and other
terms constituting compensation from the Selling Stockholder and any discounts,
commissions or concessions allowed or reallowed or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if applicable,
the Offered Securities will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Offered Securities may not be offered or sold unless they have
been registered or qualified for sale in such jurisdictions or any exemption
from registration or qualification is available and is complied with.
The Selling Stockholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Offered Securities by the
Selling Stockholder. The foregoing may affect the marketability of such
securities.
Pursuant to the Stockholders Agreement, all expenses of the registration of
the Offered Securities will be paid by the Company, including, without
limitation, Commission filing fees and expenses of compliance with state
securities or "blue sky" laws; provided, however, that the Selling Stockholder
will pay all underwriting discounts and selling commissions, if any. The Selling
Stockholder will be indemnified by the Company against certain liabilities under
the Securities Act, or will be entitled to contribution in connection therewith.
The Company will be indemnified by the Selling Stockholder against certain civil
liabilities, including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith.
14
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the Offered Securities will be passed
upon for the Company by Jocelyn F.L. Barandiaran, Esquire, Senior Vice
President, General Counsel and Corporate Secretary of the Company, Ms.
Barandiaran beneficially owns 2,000 shares of Company Common Stock and has been
granted options to purchase an additional 52,500 shares of Company Common Stock.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus of AnnTaylor Stores Corporation as of February 3, 1996 and January
28, 1995 and for each of the fiscal years in the three year period ended
February 3, 1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated by reference herein,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The combined financial statements of the AnnTaylor Woven Division of Cygne
Designs, Inc., CAT US Inc. and C.A.T. (Far East) Limited and Subsidiary as of
February 3, 1996 and January 28, 1995 and for each of the years then ended, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon, incorporated by reference herein in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
15
<PAGE>
- ----------------------------------------- --------------------------------------
NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE 2,348,145 SHARES
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY COMMON STOCK
THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY ANNTAYLOR STORES CORPORATION, THE
SELLING STOCKHOLDER OR ANY OF THEIR
RESPECTIVE AGENTS. THIS PROSPECTUS DOES ANNTAYLOR
NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF STORES CORPORATION
THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF
ANNTAYLOR STORES CORPORATION SINCE THE
DATE HEREOF.
-------------------
TABLE OF CONTENTS
PAGE
----
Available Information............ 2
Incorporation of Certain
Documents by Reference........... 3 [LOGO]
Risk Factors..................... 5
The Company...................... 8
The CAT/Cygne Transaction........ 9
Use of Proceeds.................. 10
Description of Capital Stock..... 11
Selling Stockholder.............. 13
Plan of Distribution............. 14
Legal Matters.................... 15
Experts.......................... 15
----------------------------
PROSPECTUS
----------------------------
- ----------------------------------------- --------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses (other than the SEC filing fee) are estimated.
SEC registration fee........................................... $ *
Printing expenses.............................................. *
Legal fees and expenses........................................ *
Accounting fees and expenses................................... *
Miscellaneous.................................................. *
----------
Total.................................................. $ *
----------
----------
* To be filed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Company if he acted in good faith
and in a manner that he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Company, the director or officer may not be indemnified in respect of any claim,
issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of this duty to the Company unless a
court determines otherwise. The designees of the ML Entities who serve on the
Company's board of directors also have certain rights to indemnification by ML &
Co. and the ML Entities for liabilities incurred in connection with actions
taken by them in their capacity as directors of the Company.
Article Seven of the Certificate of Incorporation of the Company provides
that, to the fullest extent permitted by law, directors of the Company will not
be liable for monetary damages to the Company or its stockholders for breaches
of their fiduciary duties.
Under the Stockholders Agreement, the Selling Stockholder is required to
indemnify the officers and directors of the Company against losses caused by any
untrue or alleged untrue statement of material fact contained in this
Registration Statement, any prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
omission or alleged untrue statement or omission (i) is caused by, results from
or relates to, or is alleged to be omitted from, such information furnished in
writing by the Selling Stockholder or (ii) arises out of or results from the
Selling Stockholder's failure to deliver, or its underwriter's or other agent's
failure to deliver, a copy of this Registration Statement or prospectus or any
amendments or supplements thereto after the Company has furnished the Selling
Stockholder with the requested number of copies of the same; provided, however,
that the Selling Stockholder shall not be liable for any claims hereunder in
excess of the amount of net proceeds received by the Selling Stockholder from
the sale of the Offered Securities pursuant to this Registration Statement.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A. EXHIBITS
The Exhibits listed in the following Exhibit Index are filed as part of the
Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- ---------------------------------------------------------------------------
<C> <S>
4.1 Stockholders Agreement, dated as of September 20, 1996, by and among
AnnTaylor Stores Corporation, Cygne Designs, Inc. and Cygne Group (F.E.)
Limited
5.1* Opinion of Jocelyn F.L. Barandiaran, General Counsel of AnnTaylor Stores
Corporation, as to the legality of the Common Stock of AnnTaylor Stores
Corporation being registered hereby.
23.1* Consent of Jocelyn F.L. Barandiaran, General Counsel of AnnTaylor Stores
Corporation (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney (set forth on signature page of the Registration
Statement).
</TABLE>
* To be filed by amendment
B. FINANCIAL STATEMENTS AND SCHEDULES
All schedules for which provision is made in Regulation S-X of the
Securities and Exchange Commission either are not required under the related
instructions or the information required to be included therein has been
included in the financial statements of the Company.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
II-2
<PAGE>
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on October ,
1996.
ANNTAYLOR STORES CORPORATION
By /s/ J. Patrick Spainhour
------------------------------
Chairman of the Board, Chief
Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul E. Francis, Walter J. Parks and Jocelyn F.L.
Barandiaran, and each of them acting singly, such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) 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, granting unto said attorneys-in-fact and
agents, and each of them acting singly, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, the registration
statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ------------------------------------- -----------------
<S> <C> <C>
/s/ J. Patrick Spainhour
.................................. Chairman of the Board, Chief October 10, 1996
J. Patrick Spainhour Executive Officer and Director
/s/ Paul E. Francis
.................................. Executive Vice President--Finance October 10, 1996
Paul E. Francis and Administration, Chief Financial
Officer and Director
/s/ Walter J. Parks
.................................. Senior Vice President--Finance October 10, 1996
Walter J. Parks and Principal Accounting Officer
/s/ Gerald S. Armstrong
.................................. Director October 10, 1996
Gerald S. Armstrong
/s/ James J. Burke, Jr.
.................................. Director October 10, 1996
James J. Burke, Jr.
/s/ Robert C. Grayson
.................................. Director October 10, 1996
Robert C. Grayson
/s/ Rochelle B. Lazarus
.................................. Director October 10, 1996
Rochelle B. Lazarus
/s/ Hanne M. Merriman
.................................. Director October 10, 1996
Hanne M. Merriman
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
--------------
<C> <S>
4.1 Stockholders Agreement, dated as of September 20, 1996, by and among
AnnTaylor Stores Corporation, Cygne Designs, Inc. and Cygne Group (F.E.)
Limited
5.1* Opinion of Jocelyn F.L. Barandiaran, General Counsel of AnnTaylor Stores
Corporation, as to the legality of the Common Stock of AnnTaylor Stores
Corporation being registered hereby.
23.1* Consent of Jocelyn F.L. Barandiaran, General Counsel of AnnTaylor Stores
Corporation (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney (set forth on signature page of the Registration
Statement).
</TABLE>
* To be filed by amendment
EXHIBIT 4.1
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of September 20, 1996 (the
"Agreement"), among AnnTaylor Stores Corporation, a Delaware corporation (the
"Company"), Cygne Designs, Inc., a Delaware corporation ("Cygne"), and Cygne
Group ( F.E.) Limited, a Hong Kong corporation and wholly owned subsidiary of
Cygne ("CGFE" and, together with Cygne, "Holder").
WHEREAS, pursuant to that certain Stock and Asset Purchase Agreement,
dated as of June 7, 1996 (the "Purchase Agreement"), as amended as of August 27,
1996, the Company has acquired (the "Acquisition") from Holder (i) all of the
shares of common stock, par value $.01 per share, of CAT US, Inc., a Delaware
corporation, and all of the HK $1 ordinary shares of C.A.T. (Far East) Limited,
a Hong Kong corporation, owned by Holder and (ii) certain of the assets of
Cygne's AnnTaylor Woven Division;
WHEREAS, in consideration for the Acquisition, the Company has, among
other things, issued to Holder 2,348,145 shares of common stock, par value
$.0068 per share (the "Common Stock"), of the Company (the shares of Common
Stock issued to Holder in consideration for the Acquisition are hereinafter
referred to as the "Acquisition Shares"); and
WHEREAS, the Company and Holder have determined that it is in their
best interests that certain aspects of their relationship be regulated according
to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
<PAGE>
ARTICLE I
CERTAIN DEFINITIONS
Section 1.01 Definitions.
As used in this Agreement, the following terms shall have the
following meanings:
The term "Acquisition" shall have the meaning ascribed to it in the
-----------
second paragraph of the preamble.
The term "Acquisition Shares" shall have the meaning ascribed to it in
------------------
the third paragraph of the preamble.
The term "Affiliate" shall have the meaning ascribed to it in Rule
---------
12b-2 of the General Rules and Regulations under the Exchange Act.
The term "Agreement" shall have the meaning ascribed to it in the
---------
first paragraph of the preamble.
The term "Common Stock" shall have the meaning ascribed to it in the
------------
third paragraph of the preamble.
The term "Company" shall have the meaning ascribed to it in the first
-------
paragraph of the preamble.
The term "Company Offering" shall mean the sale of equity securities
----------------
of the Company, or securities convertible into or exchangeable or exercisable
for equity securities of the Company, pursuant to a registration statement filed
by the Company under the Securities Act (other than (i) a registration statement
filed on Form S-4 or any successor form or (ii) a registration statement filed
on Form S-8 or any successor form) respecting an underwritten offering, whether
primary or secondary, that is declared effective by the SEC.
The term "Company Subsidiary" shall mean any Person the majority of
------------------
the outstanding voting securities or interests of which are owned by the
Company, and shall include AnnTaylor Stores Corporation Finance Trust.
The term "Effective Date" shall have the meaning ascribed to it in
--------------
Section 2.02.
2
<PAGE>
The term "Exchange Act" shall mean the Securities Exchange Act of
------------
1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.
The term "Holder" shall have the meaning ascribed to it in the first
------
paragraph of the preamble.
The term "Losses" shall have the meaning ascribed to it in Sec-
------
tion 2.06(a).
The term "Person" shall mean an individual, trustee, corporation,
------
partnership, business trust, limited liability company, limited liability
partnership, joint stock company, trust, unincorporated association, union,
business association, firm or other entity.
The term "Purchase Agreement" shall have the meaning ascribed to it in
------------------
the second paragraph of the preamble.
The term "Registration Expenses" shall have the meaning ascribed to it
---------------------
in Section 2.05.
The term "Rule 144" shall mean Rule 144 promulgated under the
--------
Securities Act (or any successor rule).
The term "Rule 415 Offering" shall have the meaning ascribed to it in
-----------------
Section 2.01(a).
The term "SEC" shall mean the Securities and Exchange Commission.
---
The term "Securities Act" shall mean the Securities Act of 1933, as
--------------
amended, and the rules and regulations of the SEC promulgated thereunder.
The term "Shelf Registration Statement" shall have the meaning
----------------------------
ascribed to it in Section 2.01(a).
The term "Transfer" shall mean any attempt to, directly or indirectly,
--------
offer, sell, assign, transfer, grant a participation in, pledge or otherwise
dispose of any of the Acquisition Shares, or the consummation of any such
3
<PAGE>
transactions, or the soliciting of any offers to purchase or otherwise acquire,
or take a pledge of any of the Acquisition Shares.
ARTICLE II
REQUIRED REGISTRATION
Section 2.01 Required Registration.
(a) Form S-3. As promptly as practicable, but in no event later than
fifteen (15) business days after the date on which the Acquisition closes, the
Company shall use reasonable best efforts to prepare and file with the SEC a
registration statement (the "Shelf Registration Statement") on Form S-3 or
another appropriate form permitting registration of the Acquisition Shares so as
to permit promptly the resale of the Acquisition Shares by Holder pursuant to an
offering on a delayed or continuous basis pursuant to Rule 415 (or any successor
rule) under the Securities Act (a "Rule 415 Offering") and shall use reasonable
best efforts to cause the Shelf Registration Statement to be declared effective
by the SEC as promptly as practicable.
(b) Effectiveness. The Company shall use reasonable best efforts to
keep the Shelf Registration Statement continuously effective under the Securi-
ties Act until the date that is the earliest to occur of (i) the date that all
Acquisition Shares covered by the Shelf Registration Statement have been sold,
(ii) the third anniversary of the date hereof and (iii) when, in the written
opinion of counsel to the Company, all outstanding Acquisition Shares held by
persons which are not Affiliates of the Company may be resold without registra-
tion under the Securities Act pursuant to Rule 144(k) under the Act or any
successor provision thereto.
(c) Amendments/Supplements. The Company shall amend and supplement
the Shelf Registration Statement and the prospectus contained therein if
required by the rules, regulations or instructions applicable to the regis-
tration form used by the Company for such Shelf Registration Statement or if
required by the Securities Act; provided, however, that the Company may delay
-------- -------
the filing of any such amendment or supplement for up to 90 days if the Company
in good faith has a valid business reason for such delay.
(d) Offerings. At any time after the effective date of the Shelf
Registration Statement, Holder, subject to the restrictions and conditions con-
4
<PAGE>
tained herein, and to compliance which all applicable state and federal
securities laws, shall have the right to dispose of all or any portion of the
Acquisition Shares from time to time in negotiated or market transactions (which
may include delivery to class action plaintiffs or a distribution to Holder's
stockholders).
Section 2.02 Holdback Agreement.
From and after the first anniversary of the date on which the Shelf
Registration Statement is declared effective by the SEC (the "Effective Date"),
upon the request of the Company, Holder shall not effect any public sale or
distribution (including sales pursuant to Rule 144) of Acquisition Shares,
during the ten (10)-day period prior to the date on which the Company has
notified Holder that the Company intends to commence a Company Offering through
the filing of a registration statement with the Securities and Exchange
Commission, through the one hundred twenty (120)-day period immediately follow-
ing the closing date of such Company Offering; provided, however, that Holder
-------- -------
shall not be obligated to comply with this Section 2.02 on more than one (1)
occasion in any twelve (12)-month period.
Section 2.03 Blackout Provisions.
The Company shall be deemed not to have used its reasonable best
efforts to keep the Shelf Registration Statement effective during the requisite
period if the Company voluntarily takes any action that would result in Holder
not being able to offer and sell any Acquisition Shares during that period,
unless (i) such action is required by applicable law, (ii) upon the occurrence
of any event contemplated by Section 2.04(a)(8) below, such action is taken by
the Company in good faith and for valid business reasons or (iii) the continued
effectiveness of the Shelf Registration Statement would require the Company to
disclose a material financing, acquisition or other corporate development, and
the proper officers of the Company shall have determined in good faith that such
disclosure is not in the best interests of the Company and its stockholders,
and, in the case of clause (ii) above, the Company thereafter promptly comply
with the requirements of Section 2.04(a)(8) below; provided that the Company
takes the same action in respect of the Shelf Registration Statement filed
pursuant to that certain Registration Rights Agreement, dated as of April 25,
1996, between the Company and the Initial Purchasers named therein.
5
<PAGE>
Section 2.04 Registration Procedures.
(a) Procedures. In connection with the registration of the
Acquisition Shares pursuant to this Agreement, the Company shall use reasonable
best efforts to effect the registration and sale of the Acquisition Shares in
accordance with Holder's intended method of disposition thereof and, in connec-
tion therewith, the Company shall as expeditiously as practicable:
(1) prepare and file with the SEC the Shelf Registration
Statement and use reasonable best efforts to cause the Shelf
Registration Statement to become and remain effective in accordance
with Section 2.01(a) and (b) above;
(2) prepare and file with the SEC amendments and supple-
ments to the Shelf Registration Statement and the prospectuses used in
connection therewith in accordance with Section 2.01(c) above;
(3) before filing with the SEC the Shelf Registration
Statement or prospectus or any amendments or supplements thereto, the
Company shall furnish to one counsel selected by Holder and one
counsel for the underwriter or sales or placement agent, if any, in
connection therewith, drafts of all such documents proposed to be
filed and provide such counsel with a reasonable opportunity for
review thereof and comment thereon, such review to be conducted and
such comments to be delivered with reasonable promptness;
(4) promptly (i) notify Holder of each of (x) the filing
and effectiveness of the Shelf Registration Statement and each pro-
spectus and any amendments or supplements thereto, (y) the receipt of
any comments from the SEC or any state securities law authorities or
any other governmental authorities with respect to any such Shelf
Registration Statement or prospectus or any amendments or supplements
thereto, and (z) any oral or written stop order with respect to such
registration, any suspension of the registration or qualification of
the sale of the Acquisition Shares in any jurisdiction or any initia-
tion or threatening of any proceedings with respect to any of the
foregoing and (ii) use reasonable best efforts to obtain the with-
drawal of any order suspending the regis-
6
<PAGE>
tration or qualification (or the effectiveness thereof) or suspending or
preventing the use of any related prospectus in any jurisdiction with
respect thereto;
(5) furnish to Holder, the underwriters or the sales or
placement agent, if any, and one counsel for each of the foregoing, a
conformed copy of the Shelf Registration Statement and each amendment
and supplement thereto (in each case, including all exhibits thereto)
and such additional number of copies of such Shelf Registration State-
ment, each amendment and supplement thereto (in such case, without
such exhibits), the prospectus (including each preliminary prospectus)
included in such Shelf Registration Statement and prospectus supple-
ments and all exhibits thereto and such other documents as Holder,
underwriter, agent or such counsel may reasonably request in order to
facilitate the disposition of the Acquisition Shares by Holder;
(6) if requested by Holder or the managing underwriter or
underwriters of a Rule 415 Offering, subject to approval of counsel to
the Company in its reasonable judgment, promptly incorporate in a
prospectus, supplement or post-effective amendment to the Shelf
Registration Statement such information concerning underwriters and
the plan of distribution of the Acquisition Shares as such managing
underwriter or underwriters or Holder reasonably shall furnish to the
Company in writing and request be included therein, including, without
limitation, information with respect to the number of Acquisition
Shares being sold by Holder to such underwriter or underwriters, the
purchase price being paid therefor by such underwriter or underwriters
and with respect to any other terms of the underwritten offering of
the Acquisition Shares to be sold in such offering; and make all re-
quired filings of such prospectus, supplement or post-effective
amendment as soon as reasonably practicable after being notified of
the matters to be incorporated in such prospectus, supplement or post-
effective amendment;
(7) use reasonable best efforts to register or qualify the
Acquisition Shares under such securities or "blue sky" laws of such
jurisdictions as Holder reasonably requests and do any and all other
acts and things which may be reasonably necessary or
7
<PAGE>
advisable to enable Holder to consummate the disposition in such jurisdic-
tions in which the Acquisition Shares are to be sold and keep such regis-
tration or qualification in effect for so long as the Shelf Registration
Statement remains effective under the Securities Act (provided that the
Company shall not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but
for this paragraph, (ii) subject itself to taxation in any such juris-
diction where it would not otherwise be subject to taxation but for this
paragraph or (iii) consent to the general service of process in any
jurisdiction where it would not otherwise be subject to general service of
process but for this paragraph);
(8) notify Holder, at any time when a prospectus relating
to the Shelf Registration Statement is required to be delivered under
the Securities Act, upon the discovery that, or of the happening of
any event as a result of which, the Shelf Registration Statement, as
then in effect, contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or any
fact necessary to make the statements therein not misleading, and,
subject to Section 2.03 above, promptly prepare and furnish to the
Holder a supplement or amendment to the prospectus contained in the
Shelf Registration Statement so that the Shelf Registration Statement
shall not, and such prospectus as thereafter delivered to the purchas-
ers of such Acquisition Shares shall not, contain an untrue statement
of a material fact or omit to state any material fact required to be
stated therein or any fact necessary to make the statements therein
not misleading;
(9) cause all of the Acquisition Shares to be listed on
each national securities exchange and included in each established
over-the-counter market on which or through which the Common Stock is
then listed or traded;
(10) make available for inspection by Holder, any underwrit-
er participating in any disposition pursuant to the Shelf Registration
Statement, and any attorney, accountant or other agent retained by
Holder or underwriter, all reasonably requested financial and other
records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors,
8
<PAGE>
employees, attorneys and independent accountants to supply all information
reasonably requested by Holder, underwriters, attorneys, accountants or
agents in connection with the Shelf Registration Statement; information
which the Company determines, in good faith, to be confidential shall not
be disclosed by such persons unless, subject to Section 2.03 above, (i) the
disclosure of such information is required by applicable federal securities
laws or is necessary to avoid or correct a misstatement or omission in such
Shelf Registration Statement or (ii) the release of such information is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction; Holder agrees, on its own behalf and on behalf of all of its
underwriters, accountants, attorneys and agents, that the information ob-
tained by any of them as a result of such inspections shall be deemed
confidential unless and until such is made generally available to the pub-
lic; Holder further agrees, on its own behalf and on behalf of all of its
underwriters, accountants, attorneys and agents, that it will, upon learn-
ing that disclosure of such information is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the
information deemed confidential; nothing contained herein shall require the
Company to waive any attorney-client privilege or disclose attorney work
product;
(11) use reasonable best efforts to comply with all applica-
ble laws related to the Shelf Registration Statement and offering and
sale of securities and all applicable rules and regulations of gov-
ernmental authorities in connection therewith (including, without
limitation, the Securities Act and the Exchange Act, and the rules and
regulations promulgated by the Commission) and make generally avail-
able to its security holders as soon as practicable (but in any event
not later than fifteen (15) months after the effectiveness of the
Shelf Registration Statement) an earnings statement of the Company and
the Company Subsidiaries complying with Section 11(a) of the
Securities Act;
(12) use reasonable best efforts to furnish to Holder a
signed counterpart of (x) an opinion of counsel for the Company and
(y) a "comfort" letter signed by the independent public accountants
who have certified the Company's financial
9
<PAGE>
statements included or incorporated by reference in such registration
statement, covering such matters with respect to such registration
statement and, in the case of the accountants' comfort letter, with respect
to events subsequent to the date of such financial statements as are
customarily covered in opinions of issuer's counsel and in accountants'
comfort letters delivered to the underwriters in underwritten public offer-
ings of securities for the account of, or on behalf of, a holder of common
stock, such opinion and comfort letters to be dated the date that such
opinion and comfort letters are customarily dated in such transactions; and
(13) take other actions as Holder or the underwriters, if
any, reasonably request in order to expedite or facilitate the
disposition of the Acquisition Shares.
(b) Further Agreements. Without limiting any of the foregoing, in
the event that the sale of Acquisition Shares is to be made by or through an
underwriter, the Company shall enter into an underwriting agreement with a
managing underwriter or underwriters selected by Holder containing representa-
tions, warranties, indemnities and agreements customarily included (but not
inconsistent with the agreements contained herein) by an issuer of common stock
in underwriting agreements with respect to offerings of common stock for the
account of, or on behalf of, holders of common stock; provided, however, that
-------- -------
the Holder shall not utilize the Shelf Registration Statement for more than one
underwritten offering during the term of this Agreement. In connection with the
sale of Acquisition Shares hereunder, Holder may, at its option, require that
any and all representations and warranties by, and the other agreements of, the
Company to or for the benefit of such underwriter or underwriters (or which
would be made to or for the benefit of such an underwriter or underwriter if
such sale of Acquisition Shares were pursuant to a customary underwritten
offering) be made to and for the benefit of Holder and that any or all of the
conditions precedent to the obligations of such underwriter or underwriters (or
which would be so for the benefit of such underwriter or underwriters under a
customary underwriting agreement) be conditions precedent to the obligations of
Holder in connection with the disposition of its securities pursuant to the
terms hereof. In connection with any offering of Acquisition Shares registered
pursuant to this Agreement, the Company shall, upon receipt of duly endorsed
certificates representing the Acquisition Shares, (x) furnish to the underwrit-
er, if any (or, if no underwriter, Holder), unlegended certificates representing
ownership of Acquisition Shares being sold, in such denominations as requested,
and
10
<PAGE>
(y) instruct any transfer agent and registrar of the Acquisition Shares to
release any stop transfer order with respect thereto.
Holder agrees that upon receipt of any notice from the Company of the
happening of any event of the kind described in paragraph (8) of Section
2.04(a), Holder shall forthwith discontinue its disposition of Acquisition
Shares pursuant to the Shelf Registration Statement and prospectus relating
thereto until its receipt of the copies of the supplemented or amended
prospectus contemplated by paragraph (8) of Section 2.04(a) and, if so directed
by the Company, deliver to the Company all copies, other than permanent file
copies, then in Holder's possession of the prospectus current at the time of
receipt of such notice relating to the Acquisition Shares.
Section 2.05 Registration Expenses.
All expenses incidental to the Company's performance of, or compliance
with, its obligations under this Agreement including, without limitation, all
registration and filing fees, all fees and expenses of compliance with
securities and "blue sky" laws (including, without limitation, the fees and
expenses of counsel for underwriters or placement or sales agents in connection
with "blue sky" law compliance), all printing and copying expenses, all messen-
ger and delivery expenses, all reasonable out-of-pocket expenses of underwriters
and sales and placement agents in connection therewith (excluding discounts and
commissions and the fees and expenses of counsel therefor), all fees and
expenses of the Company's independent certified public accountants and counsel
(including, without limitation, with respect to "comfort" letters and opinions)
and other Persons retained by the Company in connection therewith (collectively,
the "Registration Expenses"), shall be borne by the Company. The Company shall
not be responsible for and shall not pay the fees and expenses of legal counsel,
accountants, agents or experts retained by Holder in connection with the sale of
the Acquisition Shares. The Company will pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees per-
forming legal or accounting duties, the expense of any annual audit and the
expense of any liability insurance) and the expenses and fees for listing the
Acquisition Shares on the New York Stock Exchange.
Section 2.06 Indemnification.
(a) By the Company. The Company agrees to indemnify Holder, its
officers, directors, employees and agents and each Person who controls
11
<PAGE>
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) Holder or such other indemnified Person against all losses,
claims, damages, liabilities and expenses (collectively, the "Losses") caused
by, resulting from or relating to any untrue or alleged untrue statement of
material fact contained in the Shelf Registration Statement, any prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are caused by or contained in, or alleged to be omitted from, any infor-
mation furnished in writing to the Company by Holder or its underwriter or other
agent expressly for use therein or by Holder's failure to deliver, or its
underwriter's or other agent's failure to deliver, a copy of the Shelf Registra-
tion Statement or prospectus or any amendments or supplements thereto after the
Company has furnished Holder with the requested number of copies of the same.
In connection with an underwritten offering and without limiting any of the
Company's other obligations under this Agreement, the Company shall indemnify
such underwriters, their officers, directors, employees and agents and each
Person who controls (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) such underwriters or such other indemnified
Person to the same extent as provided above with respect to the indemnification
of Holder.
(b) By Holder. In connection with the Shelf Registration Statement,
Holder shall furnish to the Company in writing information regarding Holder's
ownership of Acquisition Shares and its intended method of distribution thereof
and shall indemnify the Company, its directors, officers, employees and agents
and each Person who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) the Company or such other indemnified
Person against all Losses caused by, resulting from or relating to any untrue or
alleged untrue statement of material fact contained in the Shelf Registration
Statement, any prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact re-
quired to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission or
alleged untrue statement or omission (i) is caused by, results from or relates
to, or is alleged to be omitted from, such information so furnished in writing
by Holder or (ii) arises out of or results from Holder's failure to deliver, or
its underwriter's or other agent's failure to deliver, a copy of the Shelf
Registration Statement or prospectus or any amendments or supplements thereto
after the Company has furnished Holder with the requested number of copies of
the same; provided, however, that Holder shall not be liable for any claims
-------- -------
hereunder in
12
<PAGE>
excess of the amount of net proceeds received by Holder from the sale of
Acquisition Shares pursuant to the Shelf Registration Statement. In connection
with an underwritten offering and without limiting any of Holder's other obliga-
tions under this Agreement, (i) Holder shall indemnify such underwriters, their
officers, directors, employees and agents and each Person who controls (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) such underwriters or such other indemnified Person to the same extent as
provided above with respect to the indemnification of the Company and (ii)
Holder shall cause each underwriter of an underwritten offering to indemnify the
Company, its directors, officers, employees and agents and each Person who
controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) the Company or such indemnified Person against all Losses
caused by, resulting from or relating to any untrue or alleged untrue statement
of material fact contained in the Shelf Registration Statement, any prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission or alleged untrue statement or omission
(x) is caused by, results from or relates to, or is alleged to be omitted from,
such information furnished in writing by such underwriter or (y) arises out of
or results from such underwriter's failure to delivery a copy of the Shelf
Registration Statement or prospectus or any amendments or supplements thereto
after the Company has furnished such underwriter with the requested number of
copies of the same.
(c) Notice. Any Person entitled to indemnification hereunder shall
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification; provided, however, the failure to give such
-------- -------
notice shall not release the indemnifying party from its obligation, except to
the extent that the indemnifying party has been prejudiced by such failure to
provide such notice.
(d) Defense of Actions. In any case in which any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to
participate therein, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not (so long as it shall
continue to have the right to
13
<PAGE>
defend, contest, litigate and settle the matter in question in accordance with
this paragraph) be liable to such indemnified party hereunder for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, supervision
and monitoring (unless such indemnified party reasonably objects to such
assumption on the grounds that there may be defenses available to it which are
different from or in addition to the defenses available to such indemnifying
party, in which event the indemnified party shall be reimbursed by the indemni-
fying party for the reasonable expenses incurred in connection with retaining
one separate legal counsel). An indemnifying party shall not be liable for any
settlement of an action or claim effected without its consent. The indemnifying
party shall lose its right to defend, contest, litigate and settle a matter if
it shall fail to diligently contest such matter (except to the extent settled in
accordance with the next following sentence). No matter shall be settled by an
indemnifying party without the consent of the indemnified party unless such
settlement contains a full and unconditional release of the indemnified party.
(e) Survival. The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified Person and will survive the transfer of the
Registrable Securities.
(f) Contribution. If recovery is not available under the foregoing
indemnification provisions for any reason or reasons other than as specified
therein, any Person who otherwise would be entitled to indemnification by the
terms thereof shall nevertheless be entitled to contribution with respect to any
Losses with respect to which such Person would be entitled to such indemnifica-
tion but for such reason or reasons. In determining the amount of contribution
to which the respective Persons are entitled, there shall be considered the
Persons' relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and prevent
any statement or omission, and other equitable considerations appropriate under
the circumstances. It is hereby agreed that it would not necessarily be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not found guilty of such fraudulent
misrepresentation.
14
<PAGE>
Section 2.07 Transferability of Registration Rights.
The rights and obligations of Holder under this ARTICLE II may not be
transferred or assigned without the prior written consent of the Company;
provided, however, that such rights and obligations may be assigned by Holder in
- -------- -------
connection with a pledge of the Acquisition Shares in a bona fide transaction to
secure indebtedness of Cygne for borrowed money to a lender that agrees in a
writing reasonably satisfactory to the Company to be subject to the terms of
this Agreement.
ARTICLE III
STANDSTILL PROVISIONS
Section 3.01 Certain Prohibited Actions.
During the term of this Agreement, without the prior written consent
of the Company, neither Cygne nor CGFE shall, and each shall cause each of its
Affiliates not to, singly or as part of a "group", directly or indirectly,
through one or more intermediaries or otherwise (i) make, or in any way partici-
pate, directly or indirectly, in, any "solicitation" of "proxies" (as such terms
are defined or used in Regulation 14A under the Exchange Act) with respect to
the Common Stock or any securities of the Company Subsidiaries (including by the
execution of actions by written consent), become a "participant" in any
"election contest" (as such terms are defined or used in Rule 14a-11 under the
Exchange Act) with respect to the Company or seek to advise or influence any
person or entity with respect to the voting of any shares of Common Stock or any
securities of the Company Subsidiaries; (ii) initiate, propose, or participate
in the solicitation of stockholders for the approval of one or more stockholder
proposals with respect to the Company, as described in Rule 14a-8 under the
Exchange Act, or induce or encourage any other individual or entity to initiate
any stockholder proposal relating to the Company; (iii) form, join, influence or
participate in a "group", or act in concert with any other person or entity, for
the purpose of acquiring, holding, voting or disposing of any securities of the
Company or the Company Subsidiaries or taking any other actions prohibited under
this Section 3.01; (iv) hold any discussions with another Person regarding, make
any proposal to or any public announcement relating to a tender or exchange
offer for any securities of the Company or the Company Subsidiaries, or a
merger, business combination, sale of assets, liquidation, restructuring,
recapitalization or other extraordinary corporate transaction relating to the
Company or any of the
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Company Subsidiaries or its or their material assets or take any action which
might require the Company to make a public announcement regarding any of the
foregoing; (v) cause the merger of Cygne or CGFE with or into, the consolidation
of the Cygne or CGFE with, or the sale of the business or assets of Cygne or
CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE,
as the case may be, is the surviving Person or the surviving Person agrees in
writing to be bound by this Agreement and (B) within 120 days after consummation
of the transaction, the surviving Person disposes of all shares of Common Stock
owned by it (in excess of those owned by Cygne or CGFE, as the case may be,
prior to consummation of the transaction); (vi) act, alone or in concert with
others (including by providing financing for another party), to seek or offer to
control the Company; (vii) deposit any Acquisition Shares in a voting trust or
subject any Acquisition Shares to any arrangement or agreement with respect to
the voting thereof (except pursuant to Section 3.03 below); (viii) execute any
written consents; (ix) enter into any discussions, negotiations, arrangements or
understandings with or provide any information to any third party with respect
to any of the foregoing; (x) disclose any intention, plan or arrangement
inconsistent with the foregoing prohibitions or advise or assist any other
Person in connection with any activity included in the foregoing prohibitions;
or (xi) seek, request, or propose any waiver, modification, amendment or
termination of any provision of this Section 3.01 (other than any request or
proposal made or solicited by the Company).
Section 3.02 Transferability of Acquisition Shares.
(a) Lock-up Period. Except pursuant to a pledge in a bona fide
transaction to secure indebtedness of Cygne for borrowed money to a lender that
agrees in a writing reasonably acceptable to the Company to be subject to the
terms of this Agreement, Holder may not Transfer any of the Acquisition Shares
prior to the Effective Date.
(b) Permitted Transfers. From and after the Effective Date, Holder
may not Transfer the Acquisition Shares except in the following circumstances:
(i) to the Company or with the Company's prior
written consent;
(ii) pursuant to a pledge in a bona fide transaction
to secure indebtedness of Cygne for borrowed money to a
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lender that agrees in a writing reasonably acceptable to the Company to be
subject to the terms of this Agreement;
(iii) to an Affiliate that agrees in a writing reason-
ably acceptable to the Company to be bound by the terms of this Agree-
ment;
(iv) pursuant to a tender offer made by a person with
respect to which the Company does not recommend rejection;
(v) pursuant to a settlement with the plaintiffs in the
class action Veronica Zucker v. Sasaki, et al.;
---------------------------------
(vi) pursuant to a pro rata dividend or other pro rata
distribution to all of Cygne's stockholders, upon liquidation of
Cygne or otherwise; or
(vii) pursuant to Rule 144 or otherwise pursuant to the
Shelf Registration Statement;
provided, however, that, other than pursuant to clauses (iv)-(vi) above or
- -------- -------
pursuant to an underwritten public offering, no Transfers of more than two
percent (2%) of the Company's then outstanding shares of Common Stock may be
made in any two (2)-week period; and provided, further, that any underwriter of
-------- -------
a public offering or any placement agent, broker or other agent shall be
instructed that (x) no Transfers of any Acquisition Shares may knowingly be made
to any person who beneficially owns in excess of five percent (5%) of the then
outstanding shares of Common Stock, and (y) no Transfer of more than two percent
(2%) of the Company's then outstanding Common Stock may knowingly be made to a
single purchaser (or group of related purchasers).
Section 3.03 Voting.
During the term of this Agreement, the Holder (i) shall be present in
person or represented by proxy at all stockholder meetings of the Company so
that all Acquisition Shares then beneficially owned by Holder shall be counted
for the purpose of determining the presence of a quorum at such meetings, and
(ii) shall vote, or act by consent with respect to, all Acquisition Shares then
beneficially owned by Holder pro rata in the same proportion as the votes cast
by all other stockholders of the Company.
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ARTICLE IV
MISCELLANEOUS
Section 4.01 Effectiveness of Agreement.
The provisions of this Agreement shall be effective as of the date
hereof.
Section 4.02 Restrictive Legends.
Holder hereby acknowledges and agrees that, during the term of this
Agreement, each of the certificates representing Acquisition Shares shall be
subject to stop transfer instructions and shall include the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED
WHETHER BY SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, GIFT, BEQUEST, APPOINTMENT OR
OTHERWISE, AND ANNTAYLOR STORES CORPORATION (THE "COMPANY") WILL NOT REGISTER
THE TRANSFER OF SUCH SHARES, EXCEPT PURSUANT AND SUBJECT TO THAT CERTAIN
STOCKHOLDERS AGREEMENT DATED SEPTEMBER 20, 1996, AS MAY BE AMENDED FROM TIME TO
TIME, BETWEEN ATSC AND CYGNE DESIGNS, INC. A COPY OF SUCH AGREEMENT IS ON FILE
WITH THE SECRETARY OF THE COMPANY."
Section 4.03 Recapitalization.
In the event that any capital stock or other securities are issued as
a dividend or distribution on, in respect of, in exchange for, or in
substitution of, any Acquisition Shares, such securities shall be deemed to be
Acquisition Shares for all purposes under this Agreement.
18
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Section 4.04 Notices.
All notices, requests, demands, waivers and other communications re-
quired or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered personally, by mail (certi-
fied or registered mail, return receipt requested), by reputable overnight
courier or by facsimile transmission (receipt of which is confirmed):
(a) If to the Company, to:
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York 10019
Attention: General Counsel
Facsimile: (212) 541-3299
with a copy to:
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801
Attention: Patricia Moran Chuff, Esq.
Facsimile: (302) 651-3001
(b) If to Holder, to:
Cygne Designs, Inc.
1372 Broadway
New York, New York 10018
Attention: General Counsel
Facsimile: (212) 536-4174
with a copy to:
Fulbright and Jaworski, L.L.P.
666 Fifth Avenue
New York, New York 10103
Attention: Roy L. Goldman, Esq.
Facsimile: (212) 752-5958
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or to such other person or address as any party shall specify by notice in
writing, given in accordance with this Section 4.04, to the other parties
hereto. All such notices, requests, demands, waivers and communications shall
be deemed to have been given on the date on which so hand-delivered, on the
third business day following the date on which so mailed, on the next business
day following the date on which delivered to such overnight courier and on the
date of such facsimile transmission and confirmation, except for a notice of
change of person or address, which shall be effective only upon receipt thereof.
Section 4.05 Entire Agreement.
This Agreement contains the entire understanding of the parties hereto
with respect to the subject matter hereof. This Agreement supersedes all prior
agreements and understandings, oral and written, with respect to its subject
matter.
Section 4.06 Severability.
Should any provision of this Agreement, or any part thereof, for any
reason be declared invalid or unenforceable, such declaration shall not affect
the validity or enforceability of any other provision of this Agreement, or any
other part thereof, all of which other provisions, and parts, shall remain in
full force and effect, and the application of such invalid or unenforceable
provision, or such part thereof, to persons or circumstances other than those as
to which it is held invalid or unenforceable shall be valid and be enforced to
the fullest extent permitted by law.
Section 4.07 Binding Effect; Assignment.
This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, successors and permitted assigns, but, except as expressly contem-
plated herein, neither this Agreement nor any of the rights, interests or obli-
gations hereunder shall be assigned, directly or indirectly, by the Company or
Holder without the prior written consent of the other. Upon any such
assignment, this Agreement shall be amended to substitute the assignee as a
party hereto in a writing reasonably acceptable to the other party.
20
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Section 4.08 Amendment, Modification and Waiver.
This Agreement may be amended, modified or supplemented at any time by
written agreement of the parties hereto. Any failure by Holder, on the one
hand, or the Company, on the other hand, to comply with any term or provision of
this Agreement may be waived by the Company or Holder, respectively, at any time
by an instrument in writing signed by or on behalf of the Company and Holder,
but such waiver or failure to insist upon strict compliance with such term or
provision shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure to comply.
Section 4.09 Third-Party Beneficiaries.
This Agreement is not intended, and shall not be deemed, to confer
upon or give any person except the parties hereto and their respective
successors and permitted assigns, any remedy, claim, liability, reimbursement,
cause of action or other right under or by reason of this Agreement.
Section 4.10 Counterparts.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Section 4.11 Interpretation.
The article and section headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the
parties and shall not in any way affect the meaning or interpretation of this
Agreement.
Section 4.12 Governing Law.
This Agreement shall be governed by the laws of the State of New York,
without regard to the principles of conflicts of law thereof.
Section 4.13 Termination; Restrictive Legend.
This Agreement shall terminate on the third anniversary of the date
hereof; provided, however, that the provisions of Section 2.06 hereof shall
-------- -------
survive termination of this Agreement. It is understood and agreed that any
restrictive
21
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legends set forth on any Acquisition Shares shall be removed by delivery of
substitute certificates without such legends and such Acquisition Shares shall
no longer be subject to the terms of this Agreement, upon the resale of such
Acquisition Shares in accordance with the terms of this Agreement (other than
pursuant to Section 3.02(b) (i), (ii) or (iii)) or, if not theretofore removed,
on the third anniversary of the date hereof.
IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the
terms and provisions of this Stockholders Agreement as of the date first above
written.
ANNTAYLOR STORES CORPORATION
By: /s/ Walter J. Parks
-----------------------------------
Name: Walter J. Parks
Title: Senior Vice President -
Finance
CYGNE DESIGNS, INC.
By: /s/ Bernard M. Manuel
-----------------------------------
Name: Bernard M. Manuel
Title: Chairman and Chief Executive
Officer
CYGNE GROUP (F.E.) LIMITED
By: /s/ Bernard M. Manuel
-----------------------------------
Name: Bernard M. Manuel
Title: Director
22
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
ANNTAYLOR STORES CORPORATION:
We consent to the incorporation by reference in this Registration Statement
of AnnTaylor Stores Corporation on Form S-3 of our report dated March 11, 1996
(April 8, 1996 as to Note 15), appearing in the Annual Report on Form 10-K of
AnnTaylor Stores Corporation for the fiscal year ended February 3, 1996. We also
consent to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
October 8, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of AnnTaylor Stores Corporation and to the
incorporation by reference therein of our report on the combined financial
statements of the AnnTaylor Woven Division of Cygne Designs, Inc., CAT US Inc.
and C.A.T. (Far East) Limited and Subsidiary included in AnnTaylor Stores
Corporation's Form 8-K filed with the Securities and Exchange Commission on June
21, 1996.
ERNST & YOUNG LLP
New York, New York
October 8, 1996
