TAYLOR ANN STORES CORP
8-K, 2000-01-11
WOMEN'S CLOTHING STORES
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                      ----------------------



                             FORM 8-K

                          CURRENT REPORT
              PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  -------------------------------



                          January 10, 2000
                          ----------------
                 (Date of Earliest Event Reported)




                    ANNTAYLOR STORES CORPORATION
                    ----------------------------
        (Exact Name of Registrant as Specified in Charter)


           Delaware                    1-10738                  13-3499319
           --------                    -------                  ----------
(State or Other Jurisdiction   (Commission File Number)       (I.R.S. Employer
     of Incorporation)                                       Identification No.)


                        142 West 57th Street
                       New York, New York 10019
                       ------------------------
 (Address, including Zip Code, of Registrants' Principal Executive Offices)


                           (212) 541-3300
                           --------------
         (Registrants' Telephone Number, Including Area Code)



                            Not Applicable
                            --------------
            (Former Name or Former Address, if Changed
                        Since Last Report)
================================================================================
<PAGE> 2


ITEM 5.    OTHER EVENTS.

      On  January  10,  2000,  AnnTaylor  Stores  Corporation  (the
"Company")  announced  that its Board of  Directors  had approved a
$50  million  increase  in  the  Company's  securities   repurchase
program that was  announced in  September  1999,  raising the total
amount of  securities  that may be  purchased  under the program to
$90 million.

      Pursuant to the securities  repurchase  program,  the Company
may make  purchases  of  shares  of its  outstanding  Common  Stock
and/or  its  Convertible  Debentures  due 2019,  from time to time,
subject  to market  conditions  and at  prevailing  market  prices,
through  open  market   purchases   or  in   privately   negotiated
transactions.    Purchases    under   the   increased    securities
repurchase   program   may  be  made   through   June   30,   2000.
Repurchased  shares of Common  Stock will  become  treasury  shares
and  may  be  used  for  general   corporate  and  other  purposes.
Repurchased Debentures will be canceled.

      A copy of the press release  issued by the Company on January
10, 2000 is  attached  hereto as Exhibit  99.1 and is  incorporated
herein  by   reference.   The   information   set  forth  above  is
qualified in its entirety by reference to that press release.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

      (c)  Exhibits.

           99.1 Press Release  issued by the Company on January 10, 2000.


================================================================================
<PAGE> 3

                            SIGNATURES
                            ----------

      Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                                    ANNTAYLOR STORES CORPORATION


                                    By:
                                        /s/ Barry Erdos
                                        ------------------------------
                                            Barry Erdos
                                        Executive Vice President - CFO

Date:  January 10, 2000
       ----------------

================================================================================
<PAGE> 4

                           EXHIBIT INDEX
                           -------------



Exhibit No.          Description
- -----------          -----------

99.1            Press Release issued by the Company on January 10, 2000.

             ANN TAYLOR ANNOUNCES $50 MILLION INCREASE
             -----------------------------------------
                IN ITS SECURITIES BUY-BACK PROGRAM
                ----------------------------------


FOR IMMEDIATE RELEASE
- ---------------------

     New York, New York,  January 10, 2000 - AnnTaylor Stores Corporation (NYSE:
ANN)  announced  today that its Board of Directors has  authorized a $50 million
increase in the Company's  securities  repurchase  program that was announced in
September  1999,  raising the total amount of  securities  that may be purchased
under this program to $90  million.  Pursuant to this  program,  the Company may
make purchases of shares of its Common Stock and/or its  Convertible  Debentures
due 2019,  from time to time,  subject to market  conditions  and at  prevailing
market  prices,  through  open  market  purchases  or  in  privately  negotiated
transactions.  Purchases under the expanded program may be made through June 30,
2000.

     Repurchased  shares of Common Stock will become  treasury shares and may be
used for general  corporate and other purposes.  Repurchased  Debentures will be
canceled.

     Ann Taylor Chairman and Chief Executive  Officer J. Patrick Spainhour said,
"Ann Taylor's strong financial condition and cash flow will allow us to continue
to take  advantage of  opportunities  to purchase our  securities  at attractive
prices.  We believe  that,  given  current  market  conditions,  purchasing  our
securities  represents an  attractive  investment  and will enhance  shareholder
value. "

     In  September  1999,  the  Company  announced  a  $40  million   securities
repurchase program. In October and November 1999, the Company acquired 1,032,500
shares of its Common  Stock for an  aggregate  purchase  price of $39.9  million
pursuant to this program.  No Convertible  Debentures  were purchased  under the
program.

     Ann Taylor is one of the country's  leading  women's  specialty  retailers,
operating 405 stores in 42 states, the District of Columbia and Puerto Rico.

     This press release contains various 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.
Examples  of  forward-looking  statements  are  statements  that  use the  words
"expect",  "anticipate",  "plan",  "intend",  "believe" and similar expressions.
These forward-looking statements involve certain risks and uncertainties, and no
assurance can be given that any of such matters will be realized. Actual results
may differ materially from those contemplated by such forward-looking statements
as a result  of,  among  other  things,  changes in market  conditions,  general
economic  conditions  that are less favorable than expected or a downturn in the
retail industry;  failure by the Company to predict accurately  customer fashion
preferences;  competitive  influences;  and other  factors  described in Company
filings with the Securities and Exchange Commission. The Company does not assume
any  obligation  to revise any  forward-looking  statements  at any time for any
reason,  even if  experience  or future events or changes make it clear that any
projected  financial  or  operating  results  implied  by  such  forward-looking
statements will not be realized.



Contact:  Investor Relations:           Media Relations:

          Barry Erdos                   Jill Golden
          EVP - Chief Financial         Vice President -
          Officer                       Communications
          (212) 541-3318                (212) 541-3269

          Christa H. Moses
          Director, Investor
          Relations
          (212) 541-3484


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