-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JjZRPwxTEoO3Xp81DvR3so6NcrDsuIvwtwt98vrgaJWM+5PX1GKMlvoCP4g3VL8I akUkTfF3J86r+Q44Ye+Mbw== /in/edgar/work/20000628/0000799288-00-000068/0000799288-00-000068.txt : 20000920 0000799288-00-000068.hdr.sgml : 20000920 ACCESSION NUMBER: 0000799288-00-000068 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDS END INC CENTRAL INDEX KEY: 0000799288 STANDARD INDUSTRIAL CLASSIFICATION: [5961 ] IRS NUMBER: 362512786 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09769 FILM NUMBER: 662635 BUSINESS ADDRESS: STREET 1: ONE LANDS END LN CITY: DODGEVILLE STATE: WI ZIP: 53595 BUSINESS PHONE: 6089359341 MAIL ADDRESS: STREET 1: ONE LANDS END LANE STREET 2: ONE LANDS END LANE CITY: DODGEVILLE STATE: WI ZIP: 53595 11-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 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 . . . Commission file number 1-9769 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: LANDS' END, INC. RETIREMENT PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: LANDS' END, INC. LANDS' END LANE DODGEVILLE, WI 53595 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. LANDS' END, INC. RETIREMENT PLAN By /s/ DONALD R. HUGHES Donald R. Hughes Vice President - Finance Date: June 28, 2000 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the previously filed Lands' End, Inc. Form S-8 Registration Statement (No. 33-63461) for the Lands' End, Inc. Retirement Plan. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin June 28, 2000 Lands' End, Inc. Retirement Plan Financial Statements as of December 31, 1999 and 1998 Together with Report of Independent Public Accountants Lands' End, Inc. Retirement plan Financial Statements December 31, 1999 and 1998 Table of Contents Report of Independent Public Accountants Financial Statements Statements of Net Assets Available for Plan Benefits, with Fund Information, as of December 31, 1999 and 1998 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information, for the Years Ended December 31, 1999 and 1998 Notes to Financial Statements Schedule Supporting Financial Statements Schedule I: Item 27(a)--Schedule of Assets Held for Investment Purposes as of December 31, 1999 Report of Independent Public Accountants To the Plan Administrator of the Lands' End, Inc. Retirement Plan: We have audited the accompanying statements of net assets available for plan benefits, with fund information, of the Lands' End, Inc. Retirement Plan (the "Plan") as of December 31, 1999 and 1998 and the related statements of changes in net assets available for plan benefits, with fund information, for the years then ended, as listed in the accompanying table of contents. These financial statements and the supplemental schedule referred to below are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements and the supplemental schedule 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, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for plan benefits, with fund information, for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the accompanying table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedule and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. By /s/ ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, April 5, 2000. Lands' End, Inc. Retirement Plan Statement of Net Assets Available for Plan Benefits, with Fund Information As of December 31, 1999 Fund Information
Fixed Lands' End, Participants' Cash Income Balanced Equity Inc. Loan Equivalents Fund Fund Funds Stock Fund Fund Total Investments, at Fair Value: American Express Trust U.S. Government Securities Fund II $2,707,157 $ - $ - $ - $ - $ - $ 2,707,157 AXP Federal Income Fund, Inc. - 12,228,626 - - - - 12,228,626 AXP Mutual Fund - - 25,238,433 - - - 25,238,433 American Express Trust Equity Index Fund I - - - 10,232,315 - - 10,232,315 AXP New Dimensions Fund, Inc. - - - 88,932,200 - - 88,932,200 Templeton Foreign Fund - - - 2,647,566 - - 2,647,566 Lands' End, Inc. Stock Fund - - - - 1,277,717 - 1,277,717 Total investments 2,707,157 12,228,626 25,238,433 101,812,081 1,277,717 - 143,264,014 Loans to Participants - - - - - 2,512,814 2,512,814 Employer Contribution Receivable 64,181 397,002 390,021 1,277,857 83,602 - 2,212,663 Net Assets Available for Plan Benefits $2,771,338 $12,625,628 $25,628,454 $103,089,938 $1,361,319 $2,512,814 $147,989,491 The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan Statement of Net Assets Available for Plan Benefits, with Fund Information As of December 31, 1998 Fund Information
Fixed Lands' End, Participants' Cash Income Balanced Equity Inc. Loan Equivalents Fund Fund Funds Stock Fund Fund Total Investments, at Fair Value: American Express Trust U.S. Government Securities Fund II $2,694,724 $ - $ - $ - $ - $ - $ 2,694,724 AXP Federal Income Fund, Inc. - 13,285,138 - - - - 13,285,138 AXP Mutual Fund - - 22,870,241 - - - 22,870,241 American Express Trust Equity Index Fund I - - - 6,930,206 - - 6,930,206 AXP New Dimensions Fund, Inc. - - - 63,830,368 - - 63,830,368 Templeton Foreign Fund - - - 1,314,479 - - 1,314,479 Lands' End, Inc. Stock Fund - - - - 744,480 - 744,480 Total investments 2,694,724 13,285,138 22,870,241 72,075,053 744,480 - 111,669,636 Loans to Participants - - - - - 2,444,753 2,444,753 Employer Contribution Receivable 54,245 413,199 422,895 1,211,225 71,155 - 2,172,719 Net Assets Available for Plan Benefits $2,748,969 $13,698,337 $23,293,136 $73,286,278 $815,635 $2,444,753 $116,287,108 The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1999 Fund Information
Fixed Lands' End, Participants' Cash Income Balanced Equity Inc. Loan Equivalents Fund Fund Funds Stock Fund Fund Total Additions to Net Assets Attributed to: Investment Income- Net (Depreciation) Appreciation in Fair Value of Investments $ - $ (740,409) $ (601,664) $ 18,170,356 $ 195,949 $ - $ 17,024,232 Interest and Dividend Income 120,852 920,418 2,364,302 5,248,317 5,869 - 8,659,758 Total Investment Income 120,852 180,009 1,762,638 23,418,673 201,818 - 25,683,990 Contributions- Employer Contributions- Matching 63,716 289,426 538,881 1,703,459 105,741 - 2,701,223 Profit Sharing 64,181 397,002 390,021 1,277,857 83,602 - 2,212,663 Participants' Contributions 168,167 739,378 1,441,960 4,946,160 316,722 - 7,612,387 Rollovers 37,382 62,719 85,369 211,516 - - 396,986 Total Contributions 333,446 1,488,525 2,456,231 8,138,992 506,065 - 12,923,259 Total Additions 454,298 1,668,534 4,218,869 31,557,665 707,883 - 38,607,249 Benefits Paid to Participants (672,144) (1,162,116) (920,658) (3,871,455) (90,062) (188,431) (6,904,866) Fund Transfers 244,591 (1,551,546) (912,212) 2,288,333 (69,166) - - Loans Issued to Participants (9,749) (116,400) (188,216) (618,267) (21,161) 953,793 - Loan Principal Repayments 5,373 88,819 137,535 447,384 18,190 (697,301) - Net Increase 22,369 (1,072,709) 2,335,318 29,803,660 545,684 68,061 31,702,383 Net Assets Available for Plan Benefits: Beginning of Year 2,748,969 13,698,337 23,293,136 73,286,278 815,635 2,444,753 116,287,108 End of Year $2,771,338 $12,625,628 $25,628,454 $103,089,938 $1,361,319 $2,512,814 $147,989,491 The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1998 Fund Information
Fixed Lands' End, Participants' Cash Income Balanced Equity Inc. Loan Equivalents Fund Fund Funds Stock Fund Fund Total Additions to Net Assets Attributed to: Investment Income- Net (Depreciation) Appreciation in Fair Value of Investments $ - $ (56,134) $(1,199,768) $11,049,494 $(108,510) $ - $ 9,685,082 Interest and Dividend Income 70,178 864,525 3,131,860 3,951,002 4,076 - 8,021,641 Total Investment Income 70,178 808,391 1,932,092 15,000,496 (104,434) - 17,706,723 Contributions- Employer Contributions- Matching 44,659 308,686 570,906 1,569,884 85,005 - 2,579,140 Profit Sharing 54,245 413,199 422,895 1,211,225 71,155 - 2,172,719 Participants' Contributions 119,354 758,351 1,502,553 4,430,020 258,735 - 7,069,013 Rollovers 20,475 177,198 110,385 288,537 - - 596,595 Total Contributions 238,733 1,657,434 2,606,739 7,499,666 414,895 - 12,417,467 Total Additions 308,911 2,465,825 4,538,831 22,500,162 310,461 - 30,124,190 Benefits Paid to Participants (34,660) (486,693) (788,627) (1,580,890) (16,368) (86,522) (2,993,760) Fund Transfers 1,778,668 614,716 (1,554,623) (816,209) (22,552) - - Loans Issued to Participants (8,867) (207,715) (333,321) (852,779) (15,878) 1,418,560 - Loan Principal Repayments 2,216 65,084 101,502 282,575 9,866 (461,243) - Net Increase 2,046,268 2,451,217 1,963,762 19,532,859 265,529 870,795 27,130,430 Net Assets Available for Plan Benefits: Beginning of Year 702,701 11,247,120 21,329,374 53,753,419 550,106 1,573,958 89,156,678 End of Year $2,748,969 $13,698,337 $23,293,136 $73,286,278 $ 815,635 $2,444,753 $116,287,108 The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan Notes to Financial Statements December 31, 1999 and 1998 (1) Description of the Plan- The following description of the Lands' End, Inc. Retirement Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the plan document. The Plan is a defined contribution plan and covers substantially all employees of Lands' End, Inc. (the "Company") who are at least 19 years of age as of the end of the Plan year and have completed both six months and 1,000 hours of eligible service. The Plan is sponsored and administered by the Company. The Plan is governed by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Participants contribute to the Plan through salary reductions in amounts not exceeding 15 percent of participants' eligible compensation. Each participant's account is credited with the participant's voluntary contributions, the allocation of the Company contributions and Plan earnings in accordance with the Plan agreement. The Plan provides for employer matching and profit sharing contributions. Matching contributions are made in amounts equal to 50 percent of participant contributions, limited to three percent of participants' eligible compensation. Profit sharing contributions are made at the discretion of the Company's Board of Directors and are allocated to each participant's account based on his or her eligible compensation level (subject to certain Internal Revenue Service limits) in relation to all participants' compensation. Participants are fully vested in participant and employer contributions at all times. Participants have the ability to self-direct their funds. The following are descriptions of the funds: - American Express Trust U.S. Government Securities Fund II is invested in U.S. Government and U.S. Agency securities and seeks to provide maximum current income consistent with liquidity and conservation of capital. - AXP Federal Income Fund, Inc. is an income fund. This fund is managed to help protect the participants' money from loss, while seeking a consistent rate of return. - AXP Mutual Fund is a balanced growth and income fund. This fund focuses on securities of medium to large, well-established companies that offer long-term capital appreciation and consistent income from dividends and interest. - American Express Trust Equity Index Fund I is an equity fund. This fund is invested primarily in common stocks of the Standard & Poor's (S&P) 500 Stock Index to achieve a rate of return as close as possible to the S&P 500 Index. - AXP New Dimensions Fund, Inc. is an equity growth fund. Funds in this group seek capital growth, primarily from common stocks. Income is not an investment objective. - Templeton Foreign Fund is an international equity growth fund. This fund seeks long-term capital growth through a flexible policy of investing primarily in stocks of companies located outside the United States. - Lands' End, Inc. Stock Fund is a Company stock fund. This fund seeks long-term capital growth from Lands' End, Inc. common stock and money market investments. Income is not an investment objective. (2) Summary of Significant Accounting Policies- Basis of Accounting- The financial statements have been prepared on the accrual basis of accounting. Investments- Investments are stated at fair market value as determined by the custodian by reference to published market data. Participant loans are stated at unpaid principal value. Net Appreciation (Depreciation) in Fair Value of Investments- Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for plan benefits, with fund information as net appreciation (depreciation) in fair value of investments. Administrative Expenses- All administrative expenses for the Plan were paid by the Company, except certain mutual fund expenses that were netted against participants' investment yield. Accounting Estimates- The preparation of financial statements required the use of certain estimates by management in determining the Plan's assets, revenues and expenses. Actual results could differ from those estimates. New Accounting Standard- Effective December 31, 1999, the Plan adopted Statement of Position 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 allows the option for the Plan to continue to present participant-directed plan investments by type in the statement of net assets available for plan benefits or condense the participant-directed plan investment on the statement of net assets available for plan benefits with additional footnote disclosure then required. The Plan has opted to continue to present participant-directed plan investments by type. (3) Funding Policy- The Company's contributions to the Plan represent matching and profit sharing contributions. Matching contributions are deposited at specified intervals throughout the year. The employer contribution receivable as of December 31, 1999 and 1998 represents the accrued profit sharing contribution for the applicable year. (4) Loans to Participants- A participant may borrow the lesser of $50,000 or 50% of his or her vested account balance with a minimum loan of $1,000. Loans are repayable through payroll deductions over periods ranging up to 120 months. The interest rate is determined by the Plan administrator based on prevailing market conditions and is fixed over the term of the note. Interest rates ranged from 7% to 11% during both 1999 and 1998. (5) Benefits Paid to Participants- Benefits paid to participants represent the amounts paid to participants who have terminated employment. The form of payment is a lump-sum distribution. Amounts currently payable to terminated participants included in net assets available for plan benefits as of December 31, 1999 and 1998, were $42,950 and $53,713, respectively. (6) Income Tax Status- The Plan has obtained a determination letter from the Internal Revenue Service dated May 16, 1994, approving the Plan as qualified for tax-exempt status. Plan amendments adopted since the last tax determination letter will be included in the Company's next filing. The Company's management believes the Plan remains tax-exempt. (7) Related Party Transactions- The Plan periodically invests in common funds managed by the current custodian, American Express Trust Company. Also, the Plan invests in the Company's common stock. These transactions are not considered prohibited transactions by statutory exemption under ERISA regulations. (8) Plan Termination- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. (9) Reconciliation to Form 5500- The difference between net assets and benefits paid in both the financial statements and the Plan's Form 5500 is due to benefit claims payable to terminated participants. This difference as of December 31, 1999 is summarized as follows: 1999 1998 Net Assets Per Form 5500 $147,946,541 $116,233,395 Benefit Claims Payable 42,950 53,713 Net Assets Per Statement of Net Assets Available for Plan Benefits $147,989,491 $116,287,108 Benefits Paid to Participants Per Form 5500 $6,915,629 $2,960,789 Change in Benefit Claims Payable (10,763) 32,971 Benefits Paid to Participants Per Statement of Changes in Net Assets Available for Plan Benefits $6,904,866 $2,993,760 SCHEDULE I EI No. 36-2512786 Plan No. 001 Lands' End, Inc. Retirement Plan Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1999 Description Cost Fair Value American Express Trust U.S. Government Securities Fund II (*) $ 2,707,157 $ 2,707,157 AXP Federal Income Fund, Inc. (*) 12,925,357 12,228,626 AXP Mutual Fund(*) 26,358,306 25,238,433 American Express Trust Equity Index Fund I (*) 7,844,875 10,232,315 AXP New Dimensions Fund, Inc. (*) 56,326,221 88,932,200 Templeton Foreign Fund 2,331,766 2,647,566 Lands' End, Inc. Stock Fund (*) 1,086,261 1,277,717 Total Investments $109,579,943 $143,264,014 Loans to Participants (Interest Rates Ranging From 7.0% - 11.0%) (*) $2,512,814 $2,512,814 (*) Represents a party in interest The accompanying notes to financial statements are an integral part of this schedule -----END PRIVACY-ENHANCED MESSAGE-----