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, 1997
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)
=============================================================================
ANNTAYLOR, INC. SAVINGS PLAN
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT..................................... 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December
31, 1997 and 1996............................................. 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1997 and 1996.................. 3
Notes to Financial Statements................................... 4
SUPPLEMENTAL SCHEDULES:
Form 5500:
- - ---------
Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1997............................................ 14
Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1997...................................... 15
============================================================================
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, 1997 and 1996, 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, 1997 and 1996, 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, 1997, and of reportable transactions for the year
ended December 31, 1997, 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 1997 financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic 1997 financial
statements taken as a whole.
Deloitte & Touche LLP
New York, New York
June 15, 1998
==========================================================================
<PAGE 2>
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS, DECEMBER 31, 1997 AND 1996
1997 1996
---------- -----------
Assets:
Cash.......................................... $ 5,185 $ 15,620
--------- ---------
Investments at fair value:
Mutual funds............................... 6,072,863 5,628,443
Money market funds......................... 2,037,742 5,851
AnnTaylor Stores Corporation Common Stock.. 273,826 296,538
Loans to Participants...................... 248,567 ---
--------- ---------
Total investments.......................... 8,632,998 5,930,832
--------- ---------
Receivables:
Employer contributions..................... 47,930 36,445
Employee contributions..................... 212,347 128,102
Accrued income............................. --- 10,179
-------- --------
Total receivables.......................... 260,277 174,726
-------- --------
liabilities:
Accrued liabilities............................ 1,359 98,217
-------- --------
Net assets available for benefits.............. $8,897,101 $6,022,961
========= =========
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, 1997 AND 1996
1997 1996
---------- -----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income............................. $ 526,813 $ 488,308
Investment income........................... 14,407 114,026
Net appreciation (depreciation) in fair
value of investments..................... 541,404 (26,970)
--------- ---------
Total additions attributed to investment
activities............................... 1,082,624 575,364
--------- ---------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
CONTRIBUTION ACTIVITIES:
Employer contributions...................... 518,356 359,086
Employee contributions...................... 2,278,114 1,545,259
Rollover contributions...................... 260,536 156,294
--------- ---------
Total additions attributed to contribution
activities................................ 3,057,006 2,060,639
--------- ---------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants................ 1,265,490 1,364,130
--------- ----------
increase in net assets available
for benefits................................. 2,874,140 1,271,873
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year.......................... 6,022,961 4,751,088
--------- ----------
End of year................................ $8,897,101 $6,022,961
========= ==========
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").
Trustee Conversion
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 Managed Income Portfolio American Express Trust Income Fund II
Fidelity Puritan Fund IDS Mutual Fund
Fidelity Magellan Fund* IDS New Dimension 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 Templeton Foreign Fund, the IDS Blue Chip Advantage Fund and
the AIM Constellation Fund were added as investment options.
Also, effective July 1, 1997, participants of the Plan who have
met the minimum balance requirements may borrow money from their
vested accounts in the Plan and pay themselves back with
interest.
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.
==============================================================================
<PAGE 5>
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
1. PLAN DESCRIPTION (continued)
Contributions (continued)
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 in 1997 and $9,500 in
1996. 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 are 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:
(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.
For the Plan year ended December 31, 1997, 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 is the American Express Trust Income Fund II, a
stable capital fund, the prospectus for which indicates
that the funds are invested in insurance investment
contracts and stable value contracts of varying
maturity, size, and yield. The Fund's objective is to
preserve principal and interest while maximizing
current income.
(b) Fund B is the IDS Mutual Fund, a balanced fund, the
prospectus for which indicates that the funds are
invested in a portfolio of common stocks and senior
securities (preferred stocks and bonds). The Fund's
objective is to provide shareholders with a balance of
growth of capital and current income.
(c) Fund C is the IDS Blue Chip Advantage Fund, a
diversified mutual fund, the prospectus for which
indicates that the funds are invested in U.S. and
foreign stocks that are included in the market index
(currently the S&P 500). The Fund's objective is to
provide shareholders with a long-term return exceeding
that of the U.S. stock market.
(d) Fund D is the IDS New Dimension Fund, a growth fund,
the prospectus for which indicates that the funds are
invested in U.S. and foreign companies showing the
potential for significant growth. The objective of the
fund is to provide shareholders with long-term growth
of capital.
=============================================================================
<PAGE 6>
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
1. PLAN DESCRIPTION (continued)
Contributions (continued)
(e) Fund E is the AIM Constellation Fund, an aggressive
growth fund, the prospectus for which indicates that
the funds are primarily invested in common stocks, with
the emphasis on medium-sized and smaller emerging
growth companies. The objective of the fund is to seek
capital appreciation and increase shareholders'
capital.
(f) Fund F is the Templeton Foreign Fund, a foreign stock
fund, the prospectus for which indicates that the funds
are invested in stocks and debt obligations of
companies and governments outside of the U.S. The
objective of the fund is to seek long-term capital
growth.
(g) Fund G is the AnnTaylor Stock Fund, which invests in
shares of AnnTaylor Stores Corporation common stock.
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.
Loans to Participants
Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum of $50,000 or 50% of their
vested account balance, whichever is less. Loan terms range
from 1 to 5 years. The loans are secured by 50% of the
balance in the participant's account and bear interest at a
rate as determined by the Plan's Administrative Committee
based on prevailing prime rates at the time of the loan.
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.
==============================================================================
<PAGE 7>
ANNTAYLOR, INC. SAVINGS PLAN
Notes to Financial Statements (continued)
1. PLAN DESCRIPTION (continued)
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.
* Benefits paid to participants are recorded upon
distribution.
* 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.
3. INVESTMENTS
American Express Trust, the Plan Trustee for the year
ended December 31, 1997 and Fleet Bank, N.A., the Plan
Trustee for the year ended December 31, 1996, invested 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.
=========================================================================
<PAGE 8>
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
3.Investments (continued)
Investments that represent 5% or more of the Plan's net
assets are identified by an asterisk ("*").
December 31,
1997 1996
---------- ----------
Investments at fair value as determined
by Quoted Market Prices:
Mutual funds:
Fidelity Magellan Fund.................. $3,120,666*
Fidelity Managed Income Portfolio....... 1,797,173*
Fidelity Puritan Fund................... 710,604*
IDS Mutual Fund......................... $1,086,884* ---
AIM Constellation Fund.................. 212,929 ---
IDS Blue Chip Advantage Fund............ 367,439 ---
IDS New Dimension Fund.................. 4,246,842* ---
Tempelton Foreign Fund.................. 158,769 ---
--------- ---------
Total Mutual funds...................... 6,072,863 5,628,443
--------- ---------
Money Market funds:
Galaxy Money Market Fund................ --- 5,851
American Express Trust Income Fund II... 2,037,742* ---
--------- ---------
Total Money Market funds................ 2,037,742 5,851
--------- --------
Ann Taylor Stores Corporation Common Stock 273,826 296,538
--------- --------
Total Investments............................ $8,384,431 $5,930,832
========= =========
During 1997, participants had the option to invest in the
American Express Trust Income Fund II. This fund invests in
guaranteed investment contracts, bank investment contracts,
and synthetic investment contracts. Plan assets invested in
this fund are recorded at contract value (which represents
contributions made under the contract, plus earnings, less
withdrawals and administrative expenses) because they are
fully benefit responsive. The average yield was approximately
6.0% during 1997. The crediting interest rate was
approximately 6.0% at December 31, 1997. Generally fair value
of Plan assets invested approximates contract value, which was
approximately $2,037,742 at December 31, 1997. According to
the Trustee, the fair value of the funds' assets approximated
contract value at December 31, 1997.
During 1996, participants had the option to invest in the
Fidelity Managed Income Fund. This fund invests in guaranteed
investment contracts, bank investment contracts, and synthetic
investment contracts. Plan assets invested in this fund are
recorded at contract value (which represents contributions
made under the contract, plus earnings, less withdrawals and
administrative expenses) because they are fully benefit
responsive. The average yield was approximately 6% during
1996. The crediting interest rate was approximately 6% at
December 31, 1996. Generally fair value of Plan assets
invested approximates contract value, which was approximately
$1,797,173 at December 31, 1996. According to the Trustee,
the fair value of the funds' assets approximated contract
value at December 31, 1996.
=========================================================================
<PAGE 9>
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 1997
------------------------------------------
Company
Fixed Stock
Income Equity Balanced Fund
Fund Fund Fund (Fleet)
-------- ------- --------- ---------
additions (deductions) to net assets
attributed to investment activities:
Dividend income ................. --- --- --- ---
Interest income ................. $ 5 $ 402 $ 1 ---
Net appreciation (depreciation) in
fair value of investments..... --- 5,414 --- $ (4,235)
-------- --------- ----- -------
Total additions (deductions)
attributed to investment
activities..................... 5 5,816 1 (4,235)
-------- --------- ------ -------
ADDITIONS (DEDUCTIONS) TO
NET ASSETS ATTRIBUTED TO
CONTRIBUTION ACTIVITIES:
Employer contributions............. (9,520) (17,631) (6,633) (2,661)
Employee contributions............. (34,844) (60,438) (23,071) (9,749)
Rollover contributions............. --- --- --- ---
--------- --------- ------- -------
Total additions (deductions)
attributed to contribution
activities...................... (44,364) (78,069) (29,704) (12,410)
--------- -------- -------- -------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants...... (14,687) (18,381) (54,577) (10,572)
------- -------- ------- -------
Total deduction from net assets.... (14,687) (18,381) (54,577) (10,572)
------- ------- ------- -------
TRANSFERS:
Interfund transfers.............. (1,781,065) (3,168,470) (716,476) (292,207)
--------- --------- ------- -------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS........... (1,810,737) (3,222,342) (691,602) (298,280)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period.............. 1,810,737 3,222,342 691,602 298,280
--------- --------- ------- -------
End of period.................... $ --- $ --- $ --- $ ---
========= ========= ======= =======
(continued)
===============================================================================
<PAGE 10>
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 1997
----------------------------------------------
American
Express IDS Blue
Trust IDS Chip IDS New
Income Mutual Advantage Dimensions
Fund II Fund Fund Fund
--------- ---------- -------- ----------
ADDITIONS (DEDUCTIONS) TO NET
ASSETS ATTRIBUTED TO INVESTMENT
ACTIVITIES:
Dividend income.............. --- $ 154,124 $ 41,474 $ 306,328
Interest income.............. --- ---- --- ---
Net appreciation
(depreciation)
in fair value of
investments................ $ 114,777 4,977 (21,612) 497,128
--------- ---------- -------- -------
Total additions
(deductions) attributed
to investment activities.... 114,777 159,101 19,862 803,456
--------- ---------- -------- -------
ADDITIONS (DEDUCTIONS TO
NET ASSETS ATTRIBUTED
TO CONTRIBUTION ACTIVITIES:
Employer contributions........ 133,393 89,262 38,176 219,041
Employee contributions........ 531,002 380,674 152,514 991,612
Rollover contributions........ 24,351 25,625 68,040 79,537
--------- ---------- -------- --------
Total additions (deductions)
attributed to contribution
activities................. 688,746 495,561 258,730 1,290,190
--------- ---------- ------- ---------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants.. 378,069 164,394 8,900 673,713
--------- ---------- ------- --------
Total deduction from net assets 378,069 164,394 8,900 673,713
--------- ---------- ------- --------
TRANSFERS:
Interfund transfers........... 1,755,235 796,494 --- 3,032,129
--------- ---------- ------- ---------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS........ 2,180,689 1,286,762 269,692 4,452,062
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of period........... --- --- --- ---
-------- -------- -------- ---------
End of period............... $2,180,689 $1,286,762 $269,692 $4,452,062
========= ========= ======= =========
(continued)
==============================================================================
<PAGE 11>
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 1997
----------------------------------------------------
Company
Stock
AIM Templeton Fidelity Fund
Constellation Foreign Magellan (American
Fund Fund Fund Express) Total
---------- ------- -------- -------- ----------
ADDITIONS (DEDUCITONS)
TO NET ASSETS
ATTRIBUTED TO INVESTMENT
ACTIVITIES:
Dividend income............ $ 13,504 $ 11,383 --- --- $ 526,813
Interest income............ --- --- $13,999 --- 14,407
Net appreciation
(depreciation) in fair
value of investments.... (7,048) (12,115) 30,005 $(65,887) 541,404
------- ------ ------ ------- --------
Total additions (deductions)
attributed to
investment activities.... 6,456 (732) 44,004 (65,887) 1,082,624
------- ------ ------ ------ ---------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO CONTRIBUTION
ACTIVITIES:
Employer contributions...... 25,660 18,484 (536) 31,321 518,356
Employee contributions...... 116,484 78,295 --- 155,635 2,278,114
Rollover contributions...... 15,238 38,814 --- 8,931 260,536
------- ------ ----- ------ ---------
Total additions attributed
to contribution
activities............... 157,382 135,593 (536) 195,887 3,057,006
------- ------- ----- ------- ---------
DEDUCTIONS FROM
NET ASSETS:
Benefits paid to
participants.............. 11,095 7,080 30,104 90,352 1,265,490
------- ------ ------ ------ ---------
Total deduction from
net assets................ 11,095 7,080 30,104 90,352 1,265,490
------- ------ ------ ------ ---------
TRANSFERS:
Interfund transfers......... 84,923 47,881 (13,364) 254,920 ---
------- ------ ------- ------- --------
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS...... 237,666 175,662 --- 294,568 2,874,140
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of period......... --- --- --- --- 6,022,961
------- ------- ------ ------- ---------
End of period............... $237,666 $175,662 $ --- $294,568 $8,897,101
======= ======= ====== ======= =========
================================================================================
<PAGE 12>
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 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
Interest 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
------- ------- ------ ------- ---------
Total additions
attributed
to contribution
activities............ 600,070 1,017,482 293,292 149,795 2,060,639
------- --------- ------- ------- ---------
DEDUCTIONS FROM
NET ASSETS:
Benefits paid
to participants....... 554,239 676,907 92,307 40,677 1,364,130
------- ------- ------- ------ ---------
Total deductions
from net assets......... 554,239 676,907 92,307 40,677 1,364,130
------- ------- ------ ------ --------
TRANSFERS:
Interfund transfers.... (247,381) 112,824 154,917 (20,360) ---
------- ------- ------- ------ ---------
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
========= ========= ======= ======= =========
5. PRIOTITIES 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 13>
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, 1997 and 1996,
forfeitures of approximately $91,076 and $98,075,
respectively, were allocated to reduce Company
contributions.
9. PARTICIPANT WITHDRAWALS PAYABLE
As of December 31, 1997 and 1996, there were unprocessed
distribution requests of $38,118 and $32,512, respectively.
These amounts have not been recorded in the Plan's financial
statements.
10. PARTY IN INTEREST TRANSACTIONS
During the year ended December 31, 1997, there were
transactions involving the investment of plan assets in
investment funds maintained by the Plan trustee, a party-in-
interest as defined in section 3(14) of ERISA.
==============================================================================
<PAGE 14>
ANNTAYLOR, INC. SAVINGS PLAN
<TABLE>
Item 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<CAPTION>
Party in
Interest (e) Current
(a) (b) Identity of Party (c) Description of Investment (d) Cost Value
-------- --------------------- ----------------------------- ------------ ------------
<S> <C> <C> <C> <C>
Yes American Express Trust 117,152 shares $1,938,176 $2,037,742
Income Fund II
Yes IDS Mutual Fund 79,173 shares 1,101,093 1,086,884
No AIM Constellation Fund 8,072 shares 221,071 212,929
Yes IDS Blue Chip Advantage 38,965 shares 391,473 367,439
Fund
Yes IDS New Dimension Fund 177,975 shares 3,857,611 4,246,842
No Templeton Foreign Fund 15,957 shares 170,637 158,769
Yes AnnTaylor Stores Corporation 41,023 units 387,362 273,826
Common Stock
Yes Loans to Participants 61 loans at 9.25% interest 248,567 248,567
at various maturity dates
---------- ---------
$8,315,990 $8,632,998
========== =========
</TABLE>
Employer Identification Number: 51-0297083
----------
Plan Number: 001
---
==============================================================================
<PAGE 15>
ANNTAYLOR, INC. SAVINGS PLAN
Item 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR
ENDED DECEMBER 31, 1997
<TABLE>
(h) Current
(f) Expenses Value of
<CAPTION> Incurred Asset on (i)Net
(a) Identity of (b) Description of (c) Purchase (d) Selling (e) Lease with (g) Cost of Transaction Gain/
Party Involved Asset Price Price Rental Transaction Asset Date (Loss)
- - ------------------ ------------------ ------------ ---------- -------- ----------- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
single transactions:
American Express American Express Trust
Trust * Income Fund II $1,797,433 --- --- --- --- --- ---
American Express IDS Mutual Fund 716,474 --- --- --- --- --- ---
Trust *
American Express IDS New Dimensions
Trust * Fund 2,911,072 --- --- --- --- --- ---
306,328 --- --- --- --- --- ---
Fidelity Investments Galaxy Money Market
Fund 2,910,734 --- --- --- --- --- ---
1,797,173 --- --- --- --- --- ---
710,604 --- --- --- --- --- ---
$2,910,801 --- --- $2,910,801 $2,910,801 ---
1,787,636 --- --- 1,787,636 1,787,636 ---
716,388 --- --- 716,388 716,388 ---
Fidelity Investments* Fidelity Managed Income
Portfolio 1,806,711 --- --- 1,806,711 1,806,711 ---
Fidelity Investments* Fidelity Magellan Fund 2,910,734 --- --- 2,715,911 2,910,734 $194,823
Fidelity Investments* Fidelity Puritan Fund 710,604 --- --- 695,297 710,604 15,307
Series of Transactions:
American Express American Express Trust
Trust* Income Fund II
44 Transactions 2,434,392 --- --- --- --- --- ---
85 Transaction 511,448 --- --- 496,215 511,448 15,233
American Express IDS Mutual Fund Y
Trust* 35 Transactions 1,355,182 --- --- --- --- --- ---
American Express IDS Blue Chip
Trust* Advantage Fund
63 Transactions 420,937 --- --- --- --- --- ---
American Express IDS New Dimensions
Trust * Fund Y
44 Transactions 4,614,710 --- --- --- --- --- ---
96 Transactions 864,557 --- --- 757,098 864,557 107,459
Fidelity Investments* Galaxy Money Market
Fund
4 Transactions 5,428,049 --- --- --- --- --- ---
4 Transactions 5,424,362 --- --- 5,424,362 5,424,362 ---
</TABLE>
==============================================================================
<PAGE 16>
ANNTAYLOR, INC. SAVINGS PLAN
Item 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR
ENDED DECEMBER 31, 1997 (continued)
<TABLE>
<CAPTION>
(h) Current
(f) Expenses Value of
Incurred (g) Cost Asset on (i) Net
(a) Identify of (b) Description of (c) Purchase (d) Selling (e) Lease with of Transaction Gain/
Party Involved Asset Price Price Rental Transaction Asset Date (Loss)
- - --------------- ----------------- ------------ ----------- --------- ----------- -------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Series of Transactions (continued):
Fidelity Investments* Fidelity Managed
Income Portfolio
1 Transaction 1,806,711 --- --- 1,806,711 1,806,711 ---
Fidelity Investment * Fidelity Magellan
Fund
1 Transaction 2,910,734 --- --- 2,715,911 2,910,734 194,823
Fidelity Investments* Fidelity Puritan
Fund
1 Transaction 710,604 --- --- 695,297 710,604 15,307
</TABLE>
* Party in interest.
Employer Identification Number: 51-0297083
----------
Plan Number: 001
---
==============================================================================
<PAGE 17>
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 and Treasurer, AnnTaylor, Inc.
June 15, 1998
=====================================================================
<PAGE 18>
EXHIBIT INDEX
Exhibit No. Page No.
- - ----------- --------
23 Consent of Deloitte & Touche llp 14
EX23.DOC
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. 33-54387 on Form S-8, No. 33-52389 on Form S-8, No.
33-55629 on Form S-8, No. 333-32977 on Form S-8 and No. 333-
37145 on Form S-8 of our report dated June 15, 1998
appearing in the Annual Report on Form 11-K of AnnTaylor,
Inc. Savings Plan for the year ended December 31, 1997.
Deloitte & Touche, llp
New York, New York
June 26, 1998
