UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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(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, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________________ to ___________________.
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Commission File No. 33-55629
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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
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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
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(Address of principal executive offices) (Zip Code)
(212) 541-3300
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(Registrant's telephone number, including area code)
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<PAGE>
ANNTAYLOR, INC. SAVINGS PLAN
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TABLE OF CONTENTS
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PAGE
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INDEPENDENT AUDITORS' REPORT.................................1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998.................................2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and 1998....3
Notes to Financial Statements................................4
SUPPLEMENTAL SCHEDULES:
FORM 5500:
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Item 27a - Supplemental Schedule of Assets Held
for Investment Purposes, December 31, 1999.................9
Item 27d - Supplemental Schedule of Reportable
Transactions for the Year Ended December 31, 1999.........10
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<PAGE>
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,
1999 and 1998, 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 auditing standards generally
accepted in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
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, 1999, and of reportable
transactions for the year ended December 31, 1999, are presented for the purpose
of additional analysis and are not a required part of the basic 1999 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 1999 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic 1999 financial statements taken as a whole.
DELOITTE & TOUCHE LLP
New York, New York
June 16, 2000
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<PAGE> 2
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS, DECEMBER 31, 1999 AND 1998
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1999 1998
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Investments at fair value:
Mutual funds ................................. $13,846,717 $ 9,287,054
Money market funds ........................... 2,608,914 2,341,228
AnnTaylor Stores Corporation Common Stock .... 818,653 942,572
Loans to Participants ........................ 424,849 369,114
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Total investments ............................ 17,699,133 12,939,968
Receivables:
Employer contributions ....................... 42,412 50,832
Employee contributions ....................... 263,288 232,747
Loan repayments .............................. 26,090 14,100
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Total receivables ............................ 331,790 297,679
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Net assets available for benefits ................ $18,030,923 $13,237,647
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See notes to financial statements.
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<PAGE> 3
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS FOR THE YEARS
ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
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ADDITIONS TO NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income ..................................... $ 923,192 $ 599,205
Net appreciation in fair
value of investments ............................. 1,944,311 1,735,234
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Total additions attributed to investment
activities ....................................... 2,867,503 2,334,439
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ADDITIONS TO NET ASSETS ATTRIBUTED TO
CONTRIBUTION ACTIVITIES:
Employer contributions ............................. 696,326 590,617
Employee contributions ............................. 3,208,601 2,695,544
Rollover contributions ............................. 498,051 233,160
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Total additions attributed to contribution
activities........................................ 4,402,978 3,519,321
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Loan repayments .................................... 45,463 35,777
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DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants....................... 2,522,668 1,548,991
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS .. 4,793,276 4,340,546
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year ............................... 13,237,647 8,897,101
---------- ----------
End of year ..................................... $18,030,923 $13,237,647
========== ==========
See notes to financial statements.
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<PAGE> 4
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 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
-------------
Historically, the Company has contributed 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.
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 $10,000 in 1999 and 1998. 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 years ended December
31, 1999 and 1998, 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.
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<PAGE> 5
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. PLAN DESCRIPTION (continued)
-------------------------------
Contributions (continued)
-------------------------
(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.
(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.
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<PAGE> 6
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
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1. PLAN DESCRIPTION (continued)
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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
$5,000 may elect deferred payment.
Forfeitures
-----------
Amounts forfeited by participants shall be used to reduce future Company
contributions.
New Accounting Principle
------------------------
The Plan has adopted SOP 99-3 "Accounting and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters." As a result,
reclassification of the prior year financial statements has been made to
eliminate by-fund disclosures.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------
The significant accounting policies followed by the Plan are detailed below:
o The accompanying financial statements of the Plan have been prepared
on the accrual basis of accounting.
o Investments are reported at fair value which, for investments traded
publicly including mutual funds, is based on published market prices.
o Interest on investments is recorded as earned.
o Dividend income is recorded on ex-dividend dates.
o Security transactions are recorded as of the trade date.
o Benefits paid to participants are recorded upon distribution.
o The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 years ended December 31,
1999 and 1998, 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.
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<PAGE> 7
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
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3. INVESTMENTS (continued)
--------------------------
Investments that represent 5% or more of the Plan's net assets are
identified by an asterisk ("*").
December 31,
1999 1998
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Investments at fair value as determined
by Quoted Market Prices:
Mutual funds:
IDS Mutual Fund ....................... $ 1,822,896* $ 1,487,125*
AIM Constellation Fund ................ 1,129,430* 521,893
IDS Blue Chip Advantage Fund .......... 2,078,269* 1,076,444*
IDS New Dimension Fund ................ 8,183,418* 5,919,504*
Templeton Foreign Fund ................ 632,704 282,088
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Total Mutual funds .................... 13,846,717 9,287,054
----------- -----------
Money Market fund:
American Express Trust Income Fund II . 2,608,914* 2,341,228*
----------- -----------
AnnTaylor Stores Corporation Common Stock 818,653 942,572*
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Loans to participants ................... 424,849 369,114
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Total Investments .......................... $17,699,133 $12,939,968
=========== ===========
During 1999 and 1998, 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 1999. The crediting
interest rate was approximately 6.0% at December 31, 1999. Generally fair value
of Plan assets invested approximates contract value, which was $2,608,914 at
December 31, 1999. According to the Trustee, the fair value of the funds' assets
approximated contract value at December 31, 1999.
4. 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.
5. 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.
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<PAGE> 8
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
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6. TAX STATUS
-------------
The Plan obtained its latest determination letter on February 4, 1999, 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.
7. FORFEITURES
--------------
During the years ended December 31, 1999 and 1998, forfeitures of $149,607
and $117,976, respectively, were allocated to reduce Company contributions.
8. PARTICIPANT WITHDRAWALS PAYABLE
----------------------------------
As of December 31, 1999 and 1998, there were unprocessed distribution
requests of $159,979 and $43,923, respectively. These amounts have not been
recorded in the Plan's financial statements.
9. PARTIES IN INTEREST TRANSACTIONS
-----------------------------------
During the years ended December 31, 1999 and 1998, there were transactions
involving the investment of plan assets in investment funds maintained by the
Plan trustees, parties-in-interest as defined in section 3(14) of ERISA.
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<PAGE> 9
ANNTAYLOR, INC. SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES, DECEMBER 31, 1999
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<TABLE>
<CAPTION>
Party in
Interest (c) Description of (e) Current
(a) (b) Identity of Party Investment (d) Cost Value
-------- --------------------- ------------------ ----------- -----------
<S> <C> <C> <C>
Yes American Express Trust 133,708 shares $ 2,375,900 $ 2,608,914
Income Fund II
Yes IDS Mutual Fund 143,648 shares 1,952,053 1,822,896
No AIM Constellation Fund 27,880 shares 862,594 1,129,430
Yes IDS Blue Chip Advantage 167,198 shares 1,910,262 2,078,269
Fund
Yes IDS New Dimension Fund 228,523 shares 5,961,095 8,183,418
No Templeton Foreign Fund 56,391 shares 548,396 632,704
Yes AnnTaylor Stores Corporation 48,489 units 731,133 818,653
Common Stock
Yes Loans to Participants 135 loans at 9.25% 424,849 424,849
----------- -----------
$14,766,282 $17,699,133
=========== ===========
</TABLE>
Employer Identification Number: 51-0297083
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Plan Number: 001
---
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<PAGE> 10
ANNTAYLOR, INC. SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
(f)Expenses (h) Current
Incurred (g) Value of
with Cost Asset on
(a) Identify of (b) Description (c)Purchase (d)Selling (e)Lease Trans- of Transaction (i)Net
Party Involved of Asset Price Price Rental action Asset Date Gain/(Loss)
------------------- ---------------- ------------- ----------- -------- ----------- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
-------------------
NONE
SERIES OF TRANSACTIONS:
American Express American Express Trust
Trust * Income Fund II
57 Transactions $776,407 --- --- --- --- --- ---
American Express IDS Mutual Fund
Trust * 41 Transactions 824,364 --- --- --- --- --- ---
American Express IDS Blue Chip
Trust * Advantage Fund
69 Transactions 1,201,689 --- --- --- --- --- ---
American Express IDS New Dimension
Trust * Fund
53 Transactions 2,172,970 --- --- --- --- --- ---
122 Transactions $1,387,227 --- --- $954,220 $1,387,227 $433,007
</TABLE>
* Parties in interest
Employer Identification Number: 51-0297083
----------
Plan Number: 001
---
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<PAGE> 11
SIGNATURES
----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative 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/ Barry Erdos
-------------------------
Barry Erdos
Executive Vice President - Chief
Financial Officer and Treasurer,
AnnTaylor, Inc.
June 26, 2000
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<PAGE> 12
EXHIBIT INDEX
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Exhibit No. Page No.
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23 Consent of Deloitte & Touche LLP 13
