UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended February 2, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] REGISTRANT: THE CATO CORPORATION COMMISSION FILE NUMBER 0-3747 State of Incorporation: Delaware I.R.S. Employer Identification Number: 56-0484485 Address of Principal Executive Offices: 8100 Denmark Road Registrants Telephone Number: Charlotte, North Carolina 28273-5975 704/554-8510 SECURITIES REGISTERED PURSUANT TO SECURITIES REGISTERED PURSUANT SECTION 12(b) OF THE ACT: TO SECTION 12(g) OF THE ACT: NONE CLASS A COMMON STOCK Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark, if disclosure of delinquent files pursuant to Item 405 of the Regulation S-K is not contained herein, and will not be contained, to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X] As of March 22, 2002, there were 19,395,237 shares of Class A Common Stock and 5,822,649 shares of Convertible Class B Common Stock outstanding. The aggregate market value of the Registrant's Class A Common Stock held by Non-affiliates of ties Registrant as of March 22, 2002 was approximately $376,867,918 based on the last reported sale price per share on the NASDAQ National Market System on that date. Documents incorporated by reference: Portions of the proxy statement dated April 24, 2002, relating to the 2002 annual meeting of shareholders are incorporated by reference into the following part of this annual report: Part III - Items 10,11,12 and 13
Page 41 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cato has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Cato Corporation By /s/ John P. Derham Cato By /s/ Michael O. Moore ------------------------------------- ------------------------------------ John P. Derham Cato Michael O. Moore President, Vice Chairman of the Board Executive Vice President and Chief Executive Officer Chief Financial Officer and Secretary By /s/ Robert M. Sandler ------------------------------------- Robert M. Sandler Senior Vice President Controller Date: April 24, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: /s/ Wayland H. Cato, Jr. /s/ Robert W. Bradshaw, Jr. - ------------------------------- ---------------------------------- Wayland H. Cato, Jr. Robert W. Bradshaw, Jr. (Director) (Director) /s/ John P. Derham Cato /s/ George S. Currin - ------------------------------- ---------------------------------- John P. Derham Cato George S. Currin (Director) (Director) /s/ Edgar T. Cato /s/ Grant L. Hamrick - ------------------------------- ---------------------------------- Edgar T. Cato Grant L. Hamrick (Director) (Director) /s/ Howard A. Severson /s/ James H. Shaw - ------------------------------- ---------------------------------- Howard A. Severson James H. Shaw (Director) (Director) /s/ Clarice Cato Goodyear /s/ A.F. (Pete) Sloan - ------------------------------- ---------------------------------- Clarice Cato Goodyear A.F. (Pete) Sloan (Director) (Director) /s/ Thomas E. Cato - ------------------------------- Thomas E. Cato (Director)
Page 40 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-96283 on Form S-8 pertaining to The Cato Corporation 1999 Incentive Compensation Plan, in Registration Statement No. 33-41314 on Form S-8 pertaining to The Cato Corporation 1987 Incentive Stock Option Plan, in Registration Statement No. 33-41315 on Form S-8 pertaining to The Cato Corporation 1987 Nonqualified Stock Option Plan, and in the Registration Statement Nos. 33-69844 and 333-96285 on Forms S-8 pertaining to The Cato Corporation 1993 Employee Stock Purchase Plan, of our report dated March 8, 2002, with respect to the consolidated financial statements and financial statement schedule of The Cato Corporation included in and incorporated by reference in the Annual Report on Form 10-K for the year ended February 2, 2002. /s/ Deloitte & Touche LLP Charlotte, North Carolina April 24, 2002.