SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ____________ to __________________.
Commission File No. 33-55629
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
ANNTAYLOR, INC. SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ANNTAYLOR STORES CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
142 West 57th Street, New York, NY 10019
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(212) 541-3300
--------------------------------------------------
(Registrant's telephone number, including area code)
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ANNTAYLOR, INC. SAVINGS PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------
Page
----
Independent Auditors' Report ...............................1
Financial Statements:
Statements of Net Assets Available for Benefits, December
December 31, 1995 and 1994 .............................2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1995 and 1994...3
Notes to Financial Statements...............................4
Supplemental Schedules:
Form 5500:
- ----------
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1995............................10
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1995.........................11
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INDEPENDENT AUDITORS' REPORT
- ----------------------------
AnnTaylor, Inc. Savings Plan:
We have audited the accompanying statements of net assets
available for benefits of the AnnTaylor, Inc. Savings Plan (the
"Plan") as of December 31, 1995 and 1994, and the related
statements of changes in net assets available for benefits for the
years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan as of December 31, 1995 and 1994, and the changes in net
assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes as of
December 31, 1995, and of reportable transactions for the year
ended December 31, 1995, are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects
when considered in relation to the basic financial statements taken
as a whole.
Deloitte & Touche LLP
New York, New York
June 25, 1996
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ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS, DECEMBER 31, 1995 AND 1994
Assets:
- -------
1995 1994
Investments at fair value: ---------- ---------
Mutual funds................................ $4,383,726 $3,439,984
Money market funds ......................... 129,668 26,437
AnnTaylor Stores Corporation Common Stock... 103,522 14,541
--------- ---------
Total investments........................... 4,616,916 3,480,962
--------- ---------
Receivables:
Employer contributions...................... 58,367 46,831
Employee contributions...................... 121,266 100,567
Accrued income.............................. 9,979 196
--------- ---------
Total receivables 189,612 147,594
--------- ---------
Other liabilities 55,440 ---
--------- ---------
Net assets available for benefits $4,751,088 $3,628,556
========= =========
See notes to financial statements.
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ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS FOR THE YEARS
ENDED DECEMBER 31, 1995 AND 1994
1995 1994
--------- ---------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income................................. $142,734 $ 55,406
Investment income............................... 117,894 92,992
Net appreciation (depreciation) in fair
value of investments......................... 349,565 (104,802)
------- -------
Total additions attributed to investment
activities................................... 610,193 43,596
------- -------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
CONTRIBUTION ACTIVITIES:
Employer contributions.......................... 341,588 295,595
Employee contributions.......................... 1,416,946 1,138,377
Rollover contributions.......................... 126,302 9,134
--------- ---------
Total additions attributed to contribution
activities................................... 1,884,836 1,443,106
--------- ---------
BENEFITS PAID TO PARTICIPANTS.................. 1,372,497 840,745
--------- ---------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS................................... 1,122,532 645,957
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year........................... 3,628,556 2,982,599
--------- ---------
End of year................................. $4,751,088 $3,628,556
========= =========
See notes to financial statements.
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ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements
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1. PLAN DESCRIPTION
The following description of the AnnTaylor, Inc. Savings Plan
(the "Plan") provides only general information. Participants
should refer to the Summary Plan Description, which is available
from the plan administrator, for a more complete description of
the Plan's provisions.
General
-------
The Plan is a contributory, defined contribution plan
established by AnnTaylor, Inc. (the "Company") as of July 1,
1989. The Plan covers all employees of the Company who have
completed a twelve consecutive month period of at least 1,000
hours of service. It is subject to the provisions of the
Employment Retirement Income Security Act of 1974 ("ERISA").
Contributions
-------------
The Company contributes to the Plan 50% of the Participant's
before-tax contributions, or after-tax contributions, or both,
subject to an overall maximum Company matching contribution of 3%
of the participant's compensation. As of the last day of each
Plan year, the Company may make an additional Company matching
contribution in an amount, as determined by the Board of
Directors, of up to 100% of the amount of Company matching
contributions for such year.
Participants may make pre-tax contributions in an amount not
less than 1% or more than 10% of their compensation for each pay
period. Participants aggregate pre-tax contributions may not
exceed $9,240 (as indexed for inflation) for the 1995 plan year.
A participant may elect to make after-tax contributions in an
amount not to exceed 10% of their compensation when combined with
pre-tax contributions. Total employee contributions are subject
to limitations imposed by the Internal Revenue Service. All
employee contributions shall be remitted to the trustee and
invested together with Company contributions. All contributions
to the Plan by or on behalf of a participant shall be invested in
one or all of the following Investment Funds, or such other
Investment Funds which the administrative committee of the Plan
may from time to time specify:
(a) Fund A, which is a Fixed Income Fund invested in pools of
investments that provide a fixed rate of return for a
specified period of time,
(b) Fund B, which is an Equity Fund invested in equity
securities designed to appreciate in value,
(c) Fund C, which is a Balanced Fund invested in a diversified
portfolio of high-yielding securities, or
(d) Fund D, which is the AnnTaylor Common Stock Fund which
invests primarily in shares of AnnTaylor Stores
Corporation Common Stock.
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ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- -----------------------------------------------------------------------
Participant Accounts
--------------------
Each participant's account is credited with (a) the
participant's contributions, (b) the Company's matching
contributions, and (c) an allocable share of plan earnings.
Allocations of Plan earnings are based on participant
account balances. A participant is entitled to the vested
balance in their account.
Vesting
-------
The Plan provides that participants have no vested
interest in Company contributions or plan earnings thereon
credited to their accounts until they have three years of
service, at which time they are 50% vested. Vesting
increases by 25% per year up to 100% after five years of
service. The Plan provides 100% vesting of a participant's
account balance upon their retirement, death or disability.
Participants are fully vested at all times with respect
to employee contributions and earnings thereon.
Payment of Benefits
-------------------
Participants or their beneficiaries are entitled to
receive their entire account balance, in accordance with the
vesting provisions of the Plan, upon retirement, death,
disability or employment termination. All distributions are
lump sum payments. Participants whose account balances are
in excess of $3,500 may elect deferred payment.
Forfeitures
-----------
Amounts forfeited by participants shall be used to reduce
future Company contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Plan are
detailed below:
* The accompanying financial statements of the Plan have
been prepared on the accrual basis of accounting.
* Investments are reported at fair value which, for
investments traded publicly including mutual funds, is
based on published market prices.
* Interest on investments is recorded as earned.
* Dividend income is recorded on ex-dividend dates.
* Security transactions are recorded as of the trade date.
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ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- ----------------------------------------------------------------------
3. INVESTMENTS
Fleet Bank, N.A. is the Plan Trustee. The Plan Trustee
invests all employee and Company contributions, as well as
earnings thereon, pursuant to the terms of the Plan. The
Plan trustee has custody of all assets in the funds.
Investments that represent 5% or more of the Plan's net
assets are separately identified.
December 31,
1995 1994
---- ----
Investments at fair value as determined by
Quoted Market Prices:
Mutual funds:
Fidelity Magellan Fund.................... $2,305,926 $1,619,821
Fidelity Managed Income Portfolio......... 1,863,007 ---
Fidelity Open End Portfolio............... --- 1,797,226
Fidelity Puritan Fund..................... 214,793 22,937
Galaxy Money Market Fund.................. 129,668 26,437
--------- ---------
Total Mutual funds........................ 4,513,394 3,466,421
Ann Taylor Stores Corporation Common Stock.. 103,522 14,541
--------- ---------
Total Investments.............................. $4,616,916 $3,480,962
========= =========
Net Appreciation (Depreciation) in Fair Value of Investments
------------------------------------------------------------
The Plan's investments, (including investments bought and
sold, as well as held during the year) appreciated in value
by $349,565 during the year ended December 31, 1995 and
depreciated in value by $104,802 during the year ended
December 31, 1994, as shown below.
Year Ended December 31,
1995 1994
---- ----
Net Change in Fair Value of Investments:
Mutual funds..................................... $474,300 $(102,609)
AnnTaylor Stores Corporation Common Stock........ (124,735) (2,193)
------- --------
Net appreciation (depreciation).................. $349,565 $(104,802)
======= ========
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ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- ---------------------------------------------------------------------------
4. SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS BY SEPARATE FUND
Fiscal 1995
Fixed Company
Income Equity Balanced Stock
Fund Fund Fund Fund Total
-------- ------- -------- ------- --------
ADDITIONS (DEDUCTIONS) TO NET
ASSETS ATTRIBUTED TO INVESTMENT
ACTIVITIES:
Dividend income --- $133,500 $ 9,234 --- $142,734
Investment income $112,892 4,347 294 $ 361 117,894
Net appreciation (depreciation)
in fair value of investments --- 460,254 14,046 (124,735) 349,565
------- ------- ------ -------- -------
Total additions (deductions)
attributed to investment
activities 112,892 598,101 23,574 (124,374) 610,193
------- ------- ------ -------- -------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO CONTRIBUTION
ACTIVITIES:
Employer contributions 130,585 144,513 32,639 33,851 341,588
Employee contributions 574,441 641,624 96,272 104,609 1,416,946
Rollover contributions 37,179 50,713 18,764 19,646 126,302
Transfers in from other funds 11,301 41,817 106,473 78,139 237,730
------- ------- ------- ------- ---------
Total additions attributed
to contribution activities 753,506 878,667 254,148 236,245 2,122,566
------- ------- ------- ------- ---------
DEDUCTIONS FROM NET ASSETS:
Participant withdrawals 666,777 683,561 13,801 8,358 1,372,497
Transfers out to other funds 130,178 71,512 19,518 16,522 237,730
------- ------- ------ ------- ---------
Total deduction from net assets 796,955 755,073 33,319 24,880 1,610,227
------- ------- ------ ------- ---------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 69,443 721,695 244,403 86,991 1,122,532
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of period 1,830,189 1,729,421 24,364 44,582 3,628,556
--------- --------- ------ ------ ---------
End of period $1,899,632 $2,451,116 $268,767 $131,573 $4,751,088
========= ========= ======= ======= =========
Total number of units of
participation 1,191,292 1,063,134 254,851 9,623
Net asset value per unit $ 1.595 $ 2.306 $ 1.055 $13.673
==============================================================================
ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS BY SEPARATE FUND (continued)
Fiscal 1994
--------------------------------------------------
Fixed Company
Income Equity Balanced Stock
Fund Fund Fund Fund Total
------ ------ ------ ------- -------
ADDITIONS (DEDUCTIONS) TO
NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income --- $ 55,066 $ 340 --- $ 55,406
Investment income $ 92,384 511 8 $ 89 92,992
Net depreciation in fair
value of investments --- (102,135) (474) (2,193) (104,802)
-------- -------- ------- ------ --------
Total additions
(deductions) attributed
to investment activities 92,384 (46,558) (126) (2,104) 43,596
-------- ------- ------ ------ -------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO CONTRIBUTION
ACTIVITIES:
Employer contributions 148,877 143,854 577 2,287 295,595
Employee contributions 570,210 562,206 1,799 4,162 1,138,377
Rollover contributions 645 2,934 2,934 2,621 9,134
Transfers in from other
funds 1,982 56,865 19,180 37,616 115,643
------- ------- ------- ------- ---------
Total additions
attributed to
contribution
activities 721,714 765,859 24,490 46,686 1,558,749
-------- -------- ------- ------- ---------
DEDUCTIONS FROM NET
ASSETS:
Participant withdrawals 482,305 358,440 --- --- 840,745
Transfers out to other
funds 82,717 32,926 --- --- 115,643
------- ------- ------ ------- -------
Total deduction from
net assets 565,022 391,366 --- --- 956,388
------- ------- ------- ------- -------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 249,076 327,935 24,364 44,582 645,957
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of period 1,581,113 1,401,486 --- --- 2,982,599
--------- --------- ------- ----- ---------
End of period $1,830,189 $1,729,421 $24,364 $44,582 $3,628,556
========= ========== ======= ======= =========
Total number of units
of participation 1,193,141 929,544 50,269 934
Net asset value per uni $1.534 $1.861 $.485 $47.732
5. PRIORITIES UPON TERMINATION OF THE PLAN
The Company expects and intends to continue the Plan
indefinitely, but reserves the right under the Plan to
discontinue its contributions at any time and to amend or
terminate the Plan. In the event of termination,
participants will be 100% vested in their accounts.
6. ADMINISTRATIVE COSTS
Professional and administrative fees and other expenses
of the Plan are paid by the Company. Personnel and
facilities of the Company are used by the Plan for its
accounting and other activities at no charge to the Plan.
The Company, at any time, may elect to have all such
expenses paid by the Plan.
=======================================================================
ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- -----------------------------------------------------------------------
7. TAX STATUS
The Plan obtained its latest determination letter on
August 10, 1995, in which the Internal Revenue Service
stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator
believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial
statements.
8. FORFEITURES
During the years ended December 31, 1995 and 1994,
forfeitures of approximately $54,883 and $36,360,
respectively, were allocated to reduce Company
contributions.
9. PARTICIPANT WITHDRAWALS PAYABLE
As of December 31, 1995 and 1994, there were unprocessed
distribution requests of $300,052 and $227,597,
respectively. These amounts have not been recorded in the
Plan's financial statements but are included as a liability
and benefit payments in the Plan's Form 5500 Annual
Return/Report of Employee Benefit Plan for the applicable
Plan year.
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ANNTAYLOR, INC. SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT
DECEMBER 31, 1995
----------------------------------------------------------------------
Party in
Interest
Current (c) Description (e) Current
(a) (b) Identity of Party of Investment (d) Cost Value
------ ------------------- --------------- ---------- ----------
No Fidelity Magellan Fund 26,819 shares $1,948,821 $2,305,926
No Fidelity Managed
Income 1,863,007 shares 1,863,007 1,863,007
Portfolio
No Fidelity Puritan
Fund 12,627 shares 201,476 214,793
No Galaxy Money Market
Fund 129,668 shares 129,668 129,668
Yes AnnTaylor Stores
Corporation
Common Stock 9,978 shares 219,475 103,522
--------- ---------
$4,362,447 $4,616,916
========= =========
Employer Identification Number: 51-0297083
----------
Plan Number: 001
-----
========================================================================
ANNTAYLOR, INC. SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1995
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
(h)
(f) Current
Expenses Value of
(a) Incurred Asset on
Identity (b) (c) (d) (e) with Trans-
of Party Description Purchase Selling Lease Trans- (g) Cost action (i) Net
Involved of Asset Price Price Rental action of Asset Date Gain
- -------- --------- ------- --------- ------ ------ -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
- --------------------
Fidelity Fidelity
Investments Managed
Income
Portfolio --- $186,845 --- --- $ 186,845 $ 186,845 ---
SERIES OF TRANSACTIONS:
- ----------------------
Fidelity
Investments Fidelity
Magellan $702,613 --- --- --- --- --- ---
Fund --- $476,762 --- --- $ 418,438 $ 476,762 $58,324
Fidelity
Investments Galaxy
Money
Market $2,832,728 --- --- --- --- --- ---
Funds --- $2,556,690 --- --- $ 2,556,690 $2,556,690 ---
Fidelity
Investments Fidelity
Puritan $185,423 --- --- --- --- --- ---
Fund
Fidelity
Investments Fidelity
Managed
Income $627,107 --- --- --- --- --- ---
Portfolio --- $561,326 --- --- $561,326 $ 561,326 ---
Ann Taylor AnnTaylor
Stores Stores
Corp. Corp.
Common
Stock $232,244 --- --- $648 --- --- ---
</TABLE>
Employer Identification Number: 51-0297083
-----------
Plan Number: 001
---
=============================================================================
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Investment Committee has duly caused
this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AnnTaylor, Inc. Savings Plan
By: /s/ Walter J. Parks
------------------------------
Walter J. Parks
Senior Vice President - Finance
June 25, 1996
======================================================================
June 25, 1996
Via EDGAR Transmission
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: AnnTaylor Stores Corporation
Annual Report to the AnnTaylor, Inc. Savings Plan on Form 11-K
Dear Sirs/Madams:
On behalf of AnnTaylor Stores Corporation, enclosed
and transmitted to you for filing pursuant to the Securities
Exchange Act of 1934, as amended, via the Electronic Data
Gathering Analysis and Retrieval System (EDGAR), is the Annual
Report for the AnnTaylor, Inc. Savings Plan on Form 11-K, for
the fiscal year ended December 31, 1995.
Pursuant to Rule 3a of the Rules of Practice, the
filing fee of $250 is in a wire transfer to Mellon Bank in
Pittsburgh, Pennsylvania on June 24, 1996.
Please contact the undersigned if you have any
questions or comments with respect to the foregoing.
Very truly yours,
/s/ Sallie A. DeMarsilis
-------------------------
Sallie A. DeMarsilis
Assistant Controller
