PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED OCTOBER 7, 1996)
2,012,500 PREFERRED SECURITIES
ANNTAYLOR FINANCE TRUST
81/2% Convertible Trust Originated Preferred
Securities(SM) (Convertible TOPrS(SM))
(Liquidation Amount $50 per Preferred Security)
fully and unconditionally guaranteed by,
and convertible into Common Stock of,
ANNTAYLOR STORES CORPORATION
This Prospectus Supplement No. 2 supplements and amends the
Prospectus dated October 7, 1996, as supplemented by the
Prospectus Supplement dated December 6, 1996 (the "Prospectus")
relating to the 81/2% Convertible Trust Originated Preferred
Securities(SM) (the "Preferred Securities"), which represent
preferred undivided beneficial ownership interests in the assets
of AnnTaylor Finance Trust, a statutory business trust formed
under the laws of the State of Delaware, and the shares of common
stock, par value $.0068 per share (the "Company Common Stock"),
of AnnTaylor Stores Corporation, a Delaware corporation, issuable
upon conversion of the Preferred Securities.
The table on pages 57 and 58 of the Prospectus, which set
forth information with respect to the Selling Holders (as defined
in the Prospectus) and the respective amounts of Preferred
Securities beneficially owned by each Selling Holder that may be
offered pursuant to the Prospectus are hereby amended by the
deletion of item 41 and the substitution therefor of the
following:
"41. Lazard Freres & Co. LLC . . . . . . . . . . . . 50,500
42. Reliant Trading . . . . . . . . . . . . . . . . 57,500
43. Shepherd Trading Limited . . . . . . . . . . . 80,000
44. ANY OTHER HOLDER OF CONVERTIBLE PREFERRED
SECURITIES OR FUTURE TRANSFEREE FROM ANY
SUCH HOLDER . . . . . . . . . . . . . . . . . . 464,515"
The Prospectus, together with this Prospectus Supplement No.
2, constitutes the prospectus required to be delivered by Section
5(b) of the Securities Act of 1933, as amended, with respect to
offers and sales of the Preferred Securities and the Company
Common Stock issuable upon conversion of the Preferred
Securities. All references in the Prospectus to "this
Prospectus" are hereby amended to read "this Prospectus (as
supplemented and amended)".
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
PROSPECTUS.
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 Supplement is April 25, 1997.
