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)