An agreement has been reached to sell upscale women's boutique chain Cecile to the owners of the English Sports Shop chain.

But six weeks after the deal was signed between TESS Ltd. and Cecile owner Lady (Ann) Pearman, the two sides have yet to finalise the exact value of the sale, although TESS has taken over management of the three stores already.

TESS Ltd. now operates 15 stores in Bermuda, including six English Sports Shops (hence TESS), Taylor's in St. George's, Scottish Wool Shop, The Outlet, Aston & Gunn and two Crown Colony Shops. About 100 staff now are employed by the small conglomerate.

Cecile's, as it is popularly referred to, was owned by Lady Pearman for more than four decades and has been a popular shop for well heeled shopper.

The shop began by importing French and Italian fashions and now brings in clothes from France, Germany, the US and Hong Kong. The styles attracted a blend of local and overseas shoppers.

TESS president Mr. David Hamshere said: "This acquisition enhances our product because it is what we consider to be the best women's clothing shops in Bermuda. There are three Cecile's stores, one on Front Street, one in the Marriott (Castle Harbour Hotel) and one at the Southampton Princess.

"It gave us the opportunity of acquiring what we think is the finest lines of clothing, and, we are effectively taking over a business that has been a successful one for many, many years.

"In retail, it all comes down to the fact that to survive, you need some economies of scale. We have to increase our sales and one way of doing it was to acquire additional businesses.

"The English Sports Shop has been very tourist orientated. Our sales have been on the order of 70/30 in favour of tourists over locals. With Cecile's, the percentages are exactly the reverse of that.'' But Cecile's can garner that 30 percent somewhat consistently because repeat visitors to the Island -- especially those in the right tax bracket -- who have already shopped at Cecile's, know of the quality that they can expect.

Lady Pearman recalled many years when the business split was more like 50/50 in terms of local and overseas clientele.

"We have overseas clients of very long standing,'' she remarked.

Said Mr. Hamshere: "They are rarely cruise ship passengers, but long term visitors who are prepared to buy good things.

"Our hope is that Bermuda will regain that position in the world. It has lost its way, a little bit. We seem to be struggling with visitor arrivals. Our concern too, was to get into a retail area where we would not lose all of our business if tourists numbers continue to be low.'' Retail has been hit hard by the fall in visitor arrivals and the shortening of the traditional high season, said Mr. Hamshere, adding that that was a compelling reason for buying the shops.

"Now, we're looking at business really finishing in mid-October and not resurrecting itself until April and beyond. We can't run a business or keep our staff employed based on that. So we needed to look for something where business was not subjected to the vagaries of tourism. Cecile's was it.

"Lady Pearman wanted to sell. She was a very, very good businesswoman.'' Lady Pearman credited her employees for the quality of the shops.

She said: "We always had a very fine staff. The business wouldn't have ever been the same without them. But the time has come where I feel that I would like to retire and do some other things, without the day-to-day responsibilities of running a business.

"It was fortunate to be able to build it up over the years, expand it and still be able to have a place where ladies could come and find the best.'' Mr. Hamshere said the price has not been totally finalised yet, because of the stock taking that is still going on and other business-transfer issues. He expected the deal to be completed by next week.

The new owners intend to "enhance its designer stable of names'' and run it as a completely separate entity.

Mr. Hamshere said he agreed with retailers who have complained about how the current system ofup front customs duties is substantially hurting the retailer.

"Retailers are holding an unfair burden of the tax base. We pay the duty up front and if that merchandise doesn't sell for whatever reason and we have to clear it out, we don't get a duty refund.

"You take your licks and obviously you end up selling at cost. Now having said this, retail is our business and we have to work hard at it.'' There are some economies of scale for TESS Ltd. There was no further need for Cecile to have its own accountant and that position is no longer filled.

Said Mr. Hamshere: "We need to look at the rationalisation of the shipping and receiving, and the warehousing and the pricing. We already have that under our own operation.

"When we looked at the business, we looked at that situation and the next step for us will include the tackling of that issue. But at the moment, only the additional accountant is not needed.'' The store was one of the first to be opened after the end of the Second World War, and was originally owned by Madame Cecile Cooper, her son Mr. Reggie Cooper, Sir Howard Trott (Lady Pearman's former father-in-law) and Mr.

Thaddeus Trott (her former husband) were the original owners.

Mr. David Hamshere