July 12, 2008
Ms. Susann Reilly
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549
RE: | The Cato Corporation Form 10-K for Fiscal Year Ended February 2, 2008 and filed April 1, 2008 Schedule 14A filed April 11, 2008 File No. 1-31340 |
Dear Ms. Reilly:
In the Exchange’s comment letter dated July 1, 2008 you have requested that future filings identify the companies that comprise the “Retail Industry Total Remuneration Survey” of the Company’s outside consultant. The survey is comprised of approximately 100 companies and in the interest of brevity we did not list the component companies in Schedule 14A. I have enclosed a listing of the component companies in the 2008 survey (based on 2006 data).
We have some concern that listing approximately 100 companies would make the proxy more difficult to read. In order to satisfy Item 402(b)(2)(xiv) of Regulation S-K in future filings, as well as continue to make the Schedule 14A more “user-friendly”, would it be possible to break the survey down into the number of companies within retail segments as opposed a full listing of the individual companies covered by the survey?
The Cato Corporation makes the following acknowledgments:
• | That it is responsible for the adequacy and accuracy of the disclosure in the filing; | ||
• | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | ||
• | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have questions, please contact me at (704) 940-7832.
Sincerely,
Stuart L. Uselton
Executive Vice President
Chief Administrative Officer
Executive Vice President
Chief Administrative Officer
8100 Denmark Road
P.O. Box 34216
Charlotte, North Carolina 28234
(704) 554-8510
P.O. Box 34216
Charlotte, North Carolina 28234
(704) 554-8510
2006 Total Remuneration Report: Retail Industry | Hay Group |
List of Participants
Abercrombie & Fitch | Gap | Saks | ||
Ace Hardware | Banana Republic | Save Mart Supermarkets | ||
Advance Auto Parts | Forth and Towne | Sears Holdings Corporation | ||
Aeropostale | Gap Stores | Kmart | ||
Ahold USA | Gap Inc. Direct | Sears, Roebuck and Company | ||
Stop & Shop Supermarket | Gap Outlet | ShopKo Stores | ||
Alex Lee | Old Navy | Smart & Final | ||
American Collectibles Network- | Hallmark Cards-Retail | Stage | ||
Jewelry Division | Harris Teeter | Bealls | ||
American Eagle Outfitters | Helzberg Diamonds | Palais Royal | ||
American Girl Place Stores | Home Depot | Peebles | ||
Andersons | J. C. Penney | Stage Stores | ||
Ann Taylor | J.Crew | Staples | ||
AutoZone | Kohl’s | SuperValu | ||
Bally | Lands’ End | Target | ||
Belk | Limited Brands | TJX | ||
Best Buy | Bath & Body Works | Tommy Hilfiger | ||
Bon-Ton Stores | Express | Too | ||
Carter’s | Henri Bendel | Toys “R” Us | ||
Chico’s | Limited Stores | Babies “R” Us | ||
Children’s Place | Victoria’s Secret Direct | Toys “R” Us Stores | ||
Coach | Victoria’s Secret Stores | United Supermarkets | ||
Costco | Linens ’n Things | Wal-Mart | ||
CVS | Liz Claiborne | Sam’s Club | ||
Dick’s Sporting Goods | Lowe’s | Stores and Super Stores | ||
Dollar General | Meijer | Williams-Sonoma | ||
Dollar Tree Stores | Mervyns | Outlet Stores | ||
Family Dollar Stores | Michaels Stores | Pottery Barn | ||
Federated Department Stores | Neiman Marcus Group | Pottery Barn Kids Store | ||
Bloomingdale’s | Bergdorf Goodman | West Elm | ||
Bloomingdales.com | New York & Company | Williams-Sonoma Home | ||
Lord & Taylor | Nordstrom | Williams-Sonoma Stores | ||
Macy’s East | Office Depot | |||
Macy’s Florida | OfficeMax | |||
Macy’s Home Store | Pacific Sunwear of California | |||
Macy’s Midwest | Pathmark Stores | |||
Macy’s North | Payless ShoeSource | |||
Macy’s Northwest | PETsMART | |||
Macy’s South | Phillips-Van Heusen | |||
Macy’s West | Pier 1 Imports | |||
Macys.com | Polo Ralph Lauren | |||
FedEx Kinko’s Office | RadioShack | |||
and Print Services | Richemont North America |
Confidential and Proprietary
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