SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE CATO CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials:
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of March 22, 2002, certain
information regarding the ownership of the outstanding shares of Class A Stock
and Class B Stock by (i) each director and nominee, (ii) each person who is
known by the Company to own more than 5% of such stock, (iii) each executive
officer listed in the Summary Compensation Table, and (iv) all directors and
executive officers as a group. Unless otherwise indicated in the footnotes
below, each shareholder named has sole voting and investment power with respect
to such shareholder's shares.
SHARES BENEFICIALLY OWNED (1)(2)
----------------------------------------------------- PERCENT
CLASS A STOCK CLASS B STOCK OF TOTAL
------------------------ ----------------------- VOTING
NUMBER PERCENT NUMBER PERCENT POWER
--------- ------- --------- ------- -------
Wayland H. Cato, Jr. (3)(4) 1,984,872 10.1 3,380,109 52.0 42.4
Edgar T. Cato (5) 799,064 4.1 1,961,366 30.2 24.2
John P. Derham Cato (6) 172,915 * 848,950 13.1 10.3
Clarice Cato Goodyear (7) 108,141 * -- -- *
Thomas E. Cato (8) 36,128 * 77,000 1.2 1.0
Howard A. Severson (9) 57,119 *
Michael O. Moore (10) 43,025 * -- -- *
B. Allen Weinstein (11) 43,628 * -- -- *
David Kempert (12) 29,191 * -- -- *
C. David Birdwell (13) 34,189 * -- -- *
Robert W. Bradshaw, Jr 500 * -- -- *
George S. Currin 11,287 * -- -- *
Grant L. Hamrick 3,000 * -- -- *
James H. Shaw 10,500 * -- -- *
A. F. (Pete) Sloan 3,200 * -- -- *
All directors and executive officers 3,336,959 17.0 6,267,425 96.4 78.2
as a group (16 persons) (14)
Bank of America Corporation (15) 1,470,255 7.6 -- -- 1.7
Royce & Associates, Inc. (16) 1,419,100 7.3 -- -- 1.7
FMR Corporation (17) 1,232,400 6.4 -- -- 1.5
Dimensional Fund Advisors, Inc. (18) 1,164,300 6.0 -- -- 1.4
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* Less than 1%
(1) Includes the vested interest of executive officers in the Company's
Employee Stock Ownership Plan and Employee Stock Purchase Plan. The
aggregate vested amount credited to their accounts as of March 22, 2002
was 82,679 shares of Class A Stock.
(2) Share amounts shown as subject to stock options in the footnotes below
cover shares under options that are presently exercisable or will
become exercisable within 60 days after March 22, 2002.
(3) The business address of this shareholder is 782 Soldier Creek Road,
Sheridan, Wyoming 82801.
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