Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Annual Report Pursuant to Section 15(d) of
The Securities Exchange Act of 1934 (Fee Required)
/X/ For the fiscal year ended September 30, 1994
or
/ / Transition report Pursuant to Section 15(d) of
The Securities Exchange Act of 1934 (No Fee Required)
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Commission File No. 0-3747
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A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
THE CATO CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
THE CATO CORPORATION
Human Resources Department
8100 Denmark Road
Charlotte, NC 28273
THE CATO CORPORATION
FORM 11-K
September 30, 1994
Table of Contents
Page
No.
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Part I - Exhibit Index and Related Exhibits 2
Part II - Financial Information
Report of Independent Auditors 3
Statement of Net Assets 4
Statement of Changes in Net Assets 5
Notes to Financial Statements 6-7
Other Information 8
Auditors' Consent 9
THE CATO CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
INDEX
Form 11-K for the Period Ended September 30, 1994
Exhibit Description
No. Of Exhibit Page No.
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1. Consent of Ernst & Young LLP, Independent Auditors 9
REPORT OF INDEPENDENT AUDITORS
The Employee Benefit Plan Administrative Committee
The Cato Corporation
We have audited the accompanying statement of net assets
of The Cato Corporation Employee Stock Purchase Plan as of September
30, 1994, and the related changes in net assets for the eleven-month
period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well a evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets of The Cato Corporation
Employee Stock Purchase plan at September 30, 1994, and the changes in
net assets for the eleven-month period then ended, in conformity with
generally accepted accounting principles.
December 14, 1994
Ernst & Young LLP
By: /s/ Ernst & Young LLP
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STATEMENT OF NET ASSETS
THE CATO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
September 30, 1994
Receivable from Company $ 627
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Net assets $ 627
========
See accompanying notes.
STATEMENT OF CHANGES IN NET ASSETS
THE CATO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
Eleven Month Period Ended September 30, 1994
Employee Contributions $ 464,462
Deductions:
Purchases of Common Stock (41,528 shares) 437,318
Withdrawals 26,517
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463,835
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Net Increase 627
Net Assets at Beginning of Period 0
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Net Assets at End of Period $ 627
=========
See accompanying notes.
THE CATO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
September 30, 1994
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements of The Cato Corporation
Employee Stock Purchase Plan ("the Plan") have been prepared on the
accrual basis.
NOTE 2 - PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT PLAN
PROVISIONS
The Board of Directors of The Cato Corporation adopted the Plan on
September 23, 1993 and the Plan was approved by Shareholders of the
Company at the Annual Meeting of Shareholders on May 19, 1994. The
Plan became effective as of November 1, 1993 and will terminate on
September 20, 2003, unless extended by the Board of Directors or
terminated sooner by the sale of all Shares offered under the Plan.
Of the 250,000 shares of the Cato Corporation Common Stock originally
reserved under the Plan, 208,472 shares remain available at September 30, 1994.
The purpose of the Plan is to provide eligible employees with an
opportunity to participate in the accumulation and potential
appreciation in value of the Common Stock of The Cato Corporation.
Under the terms of the Plan, all eligible employees of the Company,
through payroll deductions, are allowed to purchase, at six-month
intervals specified in the Plan, shares of Common Stock at a 15%
discount from the last reported sale price of the Common Stock on
the NASDAQ National Market System. In addition to the Common Stock
which may be purchased through payroll deductions, Common Stock
discounted 15% may also be purchased by each plan participant by a
one-time election on April 15 of each year in an amount not to
exceed $10,000. The purchase price at which shares will be sold
during each offering period is 85% of the lower of the fair market
value at (1) the beginning date of an offering period or (2) ending
date of an offering period. The purchase price for the one-time
election is 85% of the last sale price on or before the April 15
date as listed on the NASDAQ Nation Market System.
Contributions are limited to 10 percent of compensation for the
biannual purchases made through payroll deductions. The aggregate
fair market value of Shares of Common Stock that may be purchased
by any participant during any calendar year may not exceed
$25,000. Pending investment, funds may be held by The Cato
Corporation. In addition to employee contributions, all dividends
paid on Common Shares purchased through the plan shall be automatically
reinvested in additional shares.
A participant may withdraw all or any portion of the full shares
held in the participant's account under the Plan by notifying The
Cato Corporation in writing. A participant may suspend payroll
deductions at any time and applicable payroll deductions will be
returned to the participant.
The Plan is a stock purchase plan as defined in Section 423 of the
Internal Revenue Code of 1986, as amended. Substantial tax
benefits are allowed to participants with respect to the treatment
of the stock purchased within the plan, provided certain holding
period requirements are met.
All costs to administer the Plan are paid by the Company.
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
DATE: December 29, 1994
The Cato Corporation
By: /s/ Alan E. Wiley
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Executive Vice President-
Secretary, Chief Financial
and Administrative Officer
AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-69844) pertaining to The Cato Corporation Employee
Stock Purchase Plan of our report dated December 14, 1994, with
respect to the financial statements of The Cato Corporation Employee
Stock Purchase Plan included in this Annual Report (Form 11-K) for
the eleven-month period ended September 30, 1994.
Charlotte, North Carolina
December 28, 1994
Ernst & Young LLP
By: /s/ Ernst & Young LLP
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