UNITED STATES
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 year ended December 31, 1996
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 31, 1996 and 1995.............................. 2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1996
and 1995................................................ 3
Notes to Financial Statements............................ 4
Supplemental Schedules:
FORM 5500:
- ---------
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1996............................ 10
Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1996......................... 11
=================================================================
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, 1996 and 1995, 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, 1996 and 1995, 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, 1996, and of reportable transactions for the year
ended December 31, 1996 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 13, 1997
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<PAGE> 2
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS, DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
ASSETS:
Cash.................................. $ 15,620 ---
---------
Investments at fair value:
Mutual funds........................ 5,628,443 $4,383,726
Money market funds.................. 5,851 129,668
AnnTaylor Stores Corporation
Common Stock...................... 296,538 103,522
--------- --------
Total investments................... 5,930,832 4,616,916
--------- ---------
Receivables:
Employer contributions.............. 36,445 58,367
Employee contributions.............. 128,102 121,266
Accrued income...................... 10,179 9,979
--------- ---------
Total receivables................... 174,726 189,612
--------- ---------
liabilities:
Other liabilities 98,217 55,440
--------- ---------
Net assets available for benefits $6,022,961 $4,751,088
========= =========
See notes to financial statements.
====================================================================
<PAGE> 3
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS FOR THE YEARS
ENDED DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
ADDITIONS TO NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income.......................... $ 488,308 $ 142,734
Investment income........................ 114,026 117,894
Net appreciation (depreciation) in fair
value of investments.................. (26,970) 349,565
--------- ---------
Total additions attributed to investment
activities............................ 575,364 610,193
---------- ---------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
CONTRIBUTION ACTIVITIES:
Employer contributions................... 359,086 341,588
Employee contributions................... 1,545,259 1,416,946
Rollover contributions................... 156,294 126,302
--------- ---------
Total additions attributed to
contribution activities................ 2,060,639 1,884,836
--------- ---------
benefits paid to participants............ 1,364,130 1,372,497
--------- ---------
increase in net assets available
for benefits............................. 1,271,873 1,122,532
net assets available for benefits:
Beginning of year...................... 4,751,088 3,628,556
--------- ---------
End of year............................ $6,022,961 $4,751,088
========= =========
See notes to financial statements.
======================================================================
<PAGE> 4
ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements
- ---------------------------------------------------------------------
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 employment
consisting of at least 1,000 hours of service. It is subject to
the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Contributions
The Company contributes to the Plan 50% of the Participant's
pre-tax contributions, or after-tax contributions, or both,
subject to an overall maximum Company matching contribution of
1.5% 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 $9,500 for the 1996 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. For the Plan year ended December 31,
1996, all contributions to the Plan by or on behalf of a
participant were invested in one or all of the following
Investment Funds, or such other Investment Funds which the
administrative committee of the Plan may have from time to time
specified:
(a) Fund A, which is a Fixed Income Fund, the prospectus for
which indicates that the funds are 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, the prospectus for
which indicates that the funds are invested in equity
securities designed to appreciate in value,
(c) Fund C, which is a Balanced Fund, the prospectus for
which indicates that the funds are 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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<PAGE> 5
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.
* The preparation of financial statements in conformity
with generally accepted accounting principles requires
the Plan's administrator to make estimates and
assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements
and the reported amounts of additions and deductions
during the reported period. Actual results could differ
from these estimates.
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<PAGE> 6
ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- -----------------------------------------------------------------
3. INVESTMENTS
Fleet Bank, N.A., the Plan Trustee for the Plan years
ended December 31, 1996 and December 31, 1995, 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 identified by an asterisk ("*").
December 31,
1996 1995
----- -----
Investments at fair value as
determined by Quoted Market
Prices:
Mutual funds:
Fidelity Magellan Fund...................... $3,120,666* $2,305,926*
Fidelity Managed Income Portfolio........... 1,797,173* 1,863,007*
Fidelity Puritan Fund....................... 710,604* 214,793
Galaxy Money Market Fund.................... 5,851 129,668
--------- ---------
Total Mutual funds.......................... 5,634,294 4,513,394
Ann Taylor Stores Corporation Common Stock.... 296,538 103,522
--------- ---------
Total Investments................................ $5,930,832 $4,616,916
========= =========
Net Appreciation (Depreciation) in Fair Value of Investments
The Plan's investments, (including investments bought and
sold, as well as held during the year) depreciated in value
by $26,970 during the year ended December 31, 1996 and
appreciated in value by $349,565 during the year ended
December 31, 1995, as shown below.
Year Ended December 31,
1996 1995
---- ----
Net Change in Fair Value of Investments:
Mutual funds................................. $(104,718) $ 474,300
AnnTaylor Stores Corporation Common Stock.... 77,748 (124,735)
-------- --------
Net appreciation (depreciation).............. $ (26,970) $ 349,565
======== ========
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<PAGE> 7
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 1996
-------------------------------------------------
Fixed Company
Income Equity Balanced Stock
Fund Fund Fund Fund Total
------ ------- -------- -------- -----
ADDITIONS (DEDUCTIONS) TO
NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income......... --- $ 427,837 $ 60,471 --- $ 488,308
Investment income.......$ 112,655 841 329 $ 201 114,026
Net appreciation
(depreciation) in fair
value of investments.. --- (110,851) 6,133 77,748 (26,970)
------- -------- ------- ------- --------
Total additions attributed
to investment activities 112,655 317,827 66,933 77,949 575,364
------- -------- ------- ------- -------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
CONTRIBUTION ACTIVITIES:
Employer contributions... 107,839 164,222 58,166 28,859 359,086
Employee contributions... 467,926 790,171 175,957 111,205 1,545,259
Rollover contributions... 24,305 63,089 59,169 9,731 156,294
Transfers in from other
funds.................. 2,193 148,147 154,923 22,979 328,242
------- ------- ------- ------- --------
Total additions attributed
to contribution activities 602,263 1,165,629 448,215 172,774 2,388,881
------- --------- ------- ------- ---------
DEDUCTIONS FROM NET ASSETS:
Participant withdrawals... 554,239 676,907 92,307 40,677 1,364,130
Transfers out to other
funds................... 249,574 35,323 6 43,339 328,242
------- -------- ------- ------- ---------
Total deductions from
net assets.............. 803,813 712,230 92,313 84,016 1,692,372
------- -------- ------- ------ ---------
INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR BENEFITS............. (88,895) 771,226 422,835 166,707 1,271,873
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of period..... 1,899,632 2,451,116 268,767 131,573 4,751,088
--------- --------- ------- ------- ---------
End of period.......... $1,810,737 $3,222,342 $ 691,602 $298,280 $6,022,961
========= ========= ======== ======= =========
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<PAGE> 8
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 (continued)
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
========= ========= ======= ======= =========
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.
===============================================================================
<PAGE> 9
ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
- ---------------------------------------------------------------------------
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.
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, 1996 and 1995,
forfeitures of approximately $98,075 and $54,883,
respectively, were allocated to reduce Company
contributions.
9. PARTICIPANT WITHDRAWALS PAYABLE
As of December 31, 1996 and 1995, there were unprocessed
distribution requests of $32,512 and $300,052, respectively.
These amounts have not been recorded in the Plan's financial
statements.
10. SUBSEQUENT EVENT
Effective January 1, 1997, American Express Trust Company
replaced Fleet Bank, N.A. as Plan Trustee. Based upon
participants' December 31, 1996 investment elections, assets
were then transferred to American Express Funds as follows:
Fleet Bank, N.A. American Express
------------------------------------ -----------------------------------
Fidelity Management Income Portfolio American Express Trust Income Fund II
Fidelity Puritan Fund IDS Mutual Fund
Fidelity Magellan Fund* IDS New Dimension Fund
Ann Taylor Common Stock Fund Ann Taylor Common Stock Fund
---------------
* Participants had the option to remain invested until December 31, 1997.
In addition to the funds used for the initial transfer of
assets, the Tempelton Foreign Fund and the AIM Constellation
Fund were added as investment options.
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<PAGE> 10
ANNTAYLOR, INC. SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBE 31, 1996
- ------------------------------------------------------------------------------
Party in
Interest (b)Identity of (c) Description of (e) Current
(a) Party Investment (d) Cost Value
- -------- --------------- ------------------ -------- -----------
No Fidelity Magellan Fund 38,694 shares $2,911,792 $3,120,666
No Fidelity Managed Income
Portfolio 1,797,173 shares 1,797,173 1,797,173
No Fidelity Puritan Fund 41,218 shares 695,297 710,604
No Galaxy Money Market Fund 5,851 shares 5,851 5,851
Yes AnnTaylor Stores
Corporation Common Stock 16,945 shares 314,455 296,538
--------- --------
$5,724,568 $5,930,832
========== =========
Employer Identification Number: 51-0297083
-----------
Plan Number: 001
-------
==============================================================================
<PAGE> 11
ANNTAYLOR, INC. SAVINGS PLAN
ITEM 27D-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECMEBER 31, 1996
- ---------------------------------------------------------------------------
<TABLE>
(h) Current
<CAPTION> Value of
(f) Expenses Asset on
(A)Identity of (b) Description (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost Transaction (i) Net
\Party Involved of Asset Price Price Rental Transaction of Asset Date Gain
- -------------- ------------- ------------ ----------- --------- ------------ --------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
- --------------------
Fidelity Investments Fidelity Magellan Fund $ 404,954 --- --- --- --- $ 404,954 ---
Fidelity Investments Galaxy Money Market 262,743 --- --- --- --- 262,743 ---
Mutual Fund
SERIES OF TRANSACTIONS:
- ----------------------
Fidelity Investments Galaxy Money MarketFund
235 Transactions 3,482,372 --- --- --- --- 3,482,372 ---
169 Transactions --- $3,606,188 --- --- $3,606,188 3,606,188 ---
Fidelity Investments Fidelity Puritan Fund
32 Transactions 576,840 --- --- --- --- 576,840 ---
Fidelity Investments Fidelity Magellan Fund
26 Transactions 1,687,159 --- --- --- --- 1,687,159 ---
20 Transactions --- 761,569 --- --- 724,188 761,569 $37,381
Fidelity Investments Managed Income Portfolio
33 Transactions 704,801 --- --- --- --- 704,801 ---
22 Transactions --- 770,634 --- --- 770,634 770,634 ---
</TABLE>
Employer Identification Number: 51-0297083
----------
Plan Number: 001
----
=============================================================================
<PAGE> 12
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 -
Chief Financial Officer,
AnnTaylor, Inc.
June 27, 1997
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<PAGE> 13
EXHIBIT INDEX
Exhibit No. Page No.
- ----------- ---------
23 Consent of Deloitte & Touche llp 14
<PAGE> 14
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in
Registration Statements No. 33-31505 on Form S-8, No. 33-
50688 on Form S-8, No. 33-52389 on Form S-8 and No. 33-55629
on Form S-8 of our report dated June 13, 1997 appearing in
this Annual Report on Form 11-K of AnnTaylor Stores
Corporation for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
new york, new york
June 25, 1997
