SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1994
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, 1994 and 1993............................. 2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1994
and 1993............................................... 3
Notes to Financial Statements........................... 4
Supplemental Schedules:
form 5500:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1994......................... 10
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1994.................. 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, 1994 and 1993, 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, 1994 and 1993, 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, 1994, and of reportable
transactions for the year ended December 31, 1994, 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 Haven, Connecticut
April 5, 1995
==============================================================
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS, DECEMBER 31, 1994 AND 1993
ASSETS:
1994 1993
---- ----
Investments at fair value:
Mutual funds $3,466,421 $2,839,969
AnnTaylor Stores Corporation
Common Stock 14,541 ---
--------- ---------
Total investments 3,480,962 2,839,969
--------- ---------
Receivables:
Employer contributions 46,831 63,624
Employee contributions 100,567 76,888
Accrued income 196 ---
--------- ---------
Total receivables 147,594 140,512
--------- ---------
Cash --- 2,118
--------- ---------
Net assets available for benefits $3,628,556 $2,982,599
========== ==========
See notes to financial statements.
==================================================================
ANNTAYLOR, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS FOR THE YEARS
ENDED DECEMBER 31, 1994 AND 1993
1994 1993
---- ----
ADDITIONS TO NET ASSETS ATTRIBUTED TO
INVESTMENT ACTIVITIES:
Dividend income $ 55,406 $116,815
Investment income 92,992 84,048
Net (depreciation) appreciation
in fair value of investments (104,802) 89,784
-------- -------
Total additions attributed to
investment activities 43,596 290,647
-------- -------
ADDITIONS TO NET ASSETS ATTRIBUTED
TO CONTRIBUTION ACTIVITIES:
Employer contributions 295,595 237,483
Employee contributions 1,138,377 969,314
Rollover contributions 9,134 ---
--------- --------
Total additions attributed to
contribution activities 1,443,106 1,206,797
--------- ---------
BENEFITS PAID TO PARTICIPANTS 840,745 809,549
--------- ---------
NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 645,957 687,895
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,982,599 2,294,704
--------- ---------
End of year $3,628,556 $2,982,599
========== ==========
See notes to financial statements.
==================================================================
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 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 1994 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,
1994 1993
---- ----
Investments at fair value as determined
by Quoted Market Prices:
Mutual funds:
Fidelity Magellan Fund $1,619,821 $1,298,769
Fidelity Open End Portfolio 1,797,226 1,541,200
Other 49,374 ---
--------- ---------
Total Mutual funds 3,466,421 2,839,969
Ann Taylor Stores Corporation
Common Stock 14,541 ---
---------- ----------
Total Investments $3,480,962 $2,839,969
========== ==========
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 $104,802 during the year ended December 31, 1994 and
appreciated in value by $89,784 during the year ended
December 31, 1993, as shown below.
Year Ended December 31,
1994 1993
Net Change in Fair Value of Investments:
Mutual funds $(102,609) $ 89,784
AnnTaylor Stores Corporation Common Stock (2,193) ---
--------- -------
Net (depreciation) appreciation $(104,802) $ 89,784
========= ========
=====================================================================
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 1994
-----------------------------------------------
Fixed Company
Income Equity Balanced Stock
Fund Fund Fund Fund Total
---- ---- ------ ------- -----
ADDITIONS (DEDUCTIONS) TO
NET ASSETS ATTRIBUTED TO
NET 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
--------- ------- ----- ------- -------
NET 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 unit $1.534 $1.861 $.485 $47.732
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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 1993
Fixed
Income Equity
Fund Fund Total
---- ------ -------
ADDITIONS TO NET ASSETS
TO INVESTMENT ACTIVITIES:
Dividend income --- $116,815 $116,815
Investment income $84,048 --- 84,048
Net appreciation in fair
value of investments --- 89,784 89,784
-------- -------- --------
Total additions attributed to
investment activities 84,048 206,599 290,647
-------- -------- --------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO CONTRIBUTION
ACTIVITIES:
Employer contributions 144,799 92,684 237,483
Employee contributions 580,307 389,007 969,314
Rollover contributions --- --- ---
Transfers in from other funds --- 95,953 95,953
--------- -------- --------
Total additions (deductions)
attributed to contribution
activities 725,106 577,644 1,302,750
--------- -------- ---------
DEDUCTIONS FROM NET ASSETS:
Participant withdrawals 497,141 312,408 809,549
Transfers out to other funds 95,953 --- 95,953
--------- -------- -------
Total deduction from net assets 593,094 312,408 905,502
--------- -------- -------
NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 216,060 471,835 687,895
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of period 1,365,053 929,651 2,294,704
--------- ------- ---------
End of period $1,581,113 $1,401,486 $2,982,599
========== ========== ==========
Total number of units
of participation 1,063,335 754,438
Net asset value per unit $1.487 $1.858
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 July
30, 1991, 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, 1994 and 1993,
forfeitures of approximately $36,360 and $52,017,
respectively, were allocated to reduce Company
contributions.
9. Participant withdrawals payable
As of December 31, 1994 and 1993, there were unprocessed
distribution requests of $227,597 and $212,051,
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, 1994
- ---------------------------------------------------------------
Party in
Interest
(a) (b) Identity (c) Description (e) Current
of Party of Investment (d) Cost Value
------ ------------- --------------- ---------- ------------
No Fidelity
Magellan
Fund 24,248 shares $1,664,646 $1,619,821
No Fidelity
Open End
Portfolio 1,797,226 shares 1,797,226 1,797,226
No Fidelity
Puritan
Fund 1,549 shares 23,410 22,937
No Galaxy
Money
Market
Fund 26,437 shares 26,437 26,437
Yes AnnTaylor
Stores
Corporation
Common Stock 423 shares 16,728 14,541
--------- ---------
$3,528,447 $3,480,962
========== ==========
Employer Identification Number: 51-0297083
Plan Number: 001
================================================================
ANNTAYLOR, INC. SAVINGS PLAN
Item 27d - schedule of reportable transactions for the year ended
december 31, 1994
- --------------------------------------------------------------------
Identity of Fidelity Investments
Party (a) ----------------------------------------------------------
Description Galaxy Money Fidelity Fidelity
of Asset (b) Market Magellan Open End
Fund Fund Portfolio
(Single (Series of (Series of
Transaction) Transactions) Transactions)
------------ -------- ---------------
Purchase Price(c) $1,032,923 $ 716,032 $ 733,329
Selling Price (d) $1,032,202 292,045 477,303
Lease Rental (e) --- --- ---
Expenses incurred
with
transaction (f) --- --- ---
Cost of Asset (g) $1,032,202 290,860 477,303
Current Value of
Asset on
Transaction
Date (h) $1,032,202 $ 292,845 $ 477,303
Net Gain (i) --- 1,985 ---
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
undesigned hereunto duly authorized.
AnnTaylor, Inc. Savings Plan
By: /s/ Walter J. Parks
--------------------------
Walter J. Parks
Senior Vice President - Finance
April 27, 1995